Dipanjan Deb
GoodRx HoldingsAbout Dipanjan Deb
Independent director of GoodRx Holdings, Inc. (GDRX); age 55; on the Board since October 2015. Co‑founder, Managing Partner and CEO of Francisco Partners (global technology investment firm). Education: B.S. in Electrical Engineering & Computer Science (UC Berkeley), M.B.A. (Stanford GSB). The Board has affirmatively determined he is independent under Nasdaq Rules. Attendance note: the Board met five times in 2024; Mr. Deb was unable to attend three meetings due to prior commitments.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Francisco Partners | Co‑founder; Managing Partner & CEO | Managing Partner & CEO since Sep 2005; Partner since Aug 1999 | Led investments/boards across technology; basis for GDRX director designation by FP |
| TPG Capital | Principal | Prior to FP (dates not specified) | Private equity experience |
| Robertson, Stephens & Co. | Director of Semiconductor Banking | Prior to FP | Sector expertise |
| McKinsey & Company | Management Consultant | Prior to FP | Strategy and operations |
External Roles
| Organization | Role | Tenure | Public/Private |
|---|---|---|---|
| LegalZoom.com, Inc. | Director | Aug 2018 – Jun 2023 | Public |
| Various companies | Director | Current (private companies) | Private |
Board Governance
- Class III director; current term expires at the 2026 Annual Meeting. Independent under Nasdaq Rules. GoodRx is a “controlled company” (Sponsor Stockholders control >50% voting power) and relies on certain governance exemptions.
- Committee assignments (current): none.
- Attendance: Board held 5 meetings in 2024; all directors except Mr. Deb attended ≥75%; Mr. Deb missed three Board meetings due to prior commitments.
| Committee | Member? |
|---|---|
| Audit & Risk | No |
| Compensation | No |
| Nominating & Corporate Governance | No |
| Innovation | No |
Fixed Compensation
- Director compensation program updated July 8, 2024 provides cash retainers and RSU grants for “Eligible Directors.” Mr. Deb is not listed among Eligible Directors for 2024 and no director compensation was reported for him.
| Component (2024) | Amount |
|---|---|
| Annual cash retainer | None reported for Deb |
| Committee chair/member fees | None reported for Deb |
| Equity grants (initial/annual) | None reported for Deb |
Performance Compensation
- Not applicable; GoodRx does not disclose performance-based director pay and Mr. Deb received no director equity/fees in 2024.
Other Directorships & Interlocks
- Sponsor designee: Francisco Partners has director designation rights under the Stockholders Agreement; Deb is designated by FP (along with Christopher Adams).
- Related-party sensitivity: GoodRx repurchased shares from Francisco Partners in March 2024 (14,622,366 shares at $7.19) and March 2025 (10,000,000 shares at $4.20); transactions approved by the Board and Audit & Risk Committee.
- Independence determination explicitly considered affiliations with significant stockholders.
| Relationship | Nature | Notes |
|---|---|---|
| Francisco Partners → GDRX | Director designation rights | Deb designated by FP; controlled company governance context |
| Share repurchases (2024, 2025) | Transactions with FP | Board/Audit approval; potential perceived conflict mitigated by policy/procedures |
| Independence review | Board assessment | Affiliations considered; Deb deemed independent under Nasdaq Rules |
Expertise & Qualifications
- Private equity leadership across technology and tech-enabled businesses; board service across manufacturing and technology.
- Education: B.S. EECS (UC Berkeley); M.B.A. (Stanford).
- Governance qualifications: independence confirmed; no current committee roles disclosed.
Equity Ownership
- Beneficial ownership: no Class A or Class B shares reported for Mr. Deb as of April 9, 2025.
- Company policies:
- Stock ownership guidelines: non-employee directors should hold Qualifying Shares equal to 5x annual base cash retainer; policy includes an exception for non-employee directors who elect not to receive director compensation. Transition period until January 11, 2028 or five years post-appointment.
- Insider Trading Compliance: anti-hedging policy prohibits transactions designed to hedge or offset decreases in GDRX equity value unless pre-approved.
| Item | Status |
|---|---|
| Class A shares | — (none reported) |
| Class B shares | — (none reported) |
| Ownership % (Class A) | — |
| Pledging/Hedging | Hedging prohibited by policy; pledging not disclosed |
| Ownership guideline applicability | 5x retainer guideline exists; exception for directors not receiving compensation |
Governance Assessment
-
Strengths:
- Independence affirmed under Nasdaq Rules.
- Robust related-person transaction policy; Board/Audit approval documented for Sponsor repurchases.
- Anti-hedging policy and formal stock ownership guidelines.
-
Concerns/RED FLAGS:
- Attendance: missed three of five Board meetings in 2024; below the 75% threshold met by other directors, which may signal limited engagement.
- Sponsor interlocks: FP designation and significant share repurchases from FP (2024, 2025) can create perceived conflicts despite formal approvals—heightened monitoring advisable.
- Ownership alignment: no beneficial ownership reported; given the presence of stock ownership guidelines (with noted exception for non-compensated directors), investors may view limited personal stake as a weaker alignment signal.
-
Overall implication: While formal independence is affirmed and policies are in place to manage conflicts, attendance shortfalls and Sponsor-linked transactions elevate governance risk perceptions. Investors should monitor future attendance, any committee engagement, and evolving ownership alignment, particularly as the controlled company status allows reliance on governance exemptions.