Douglas Hirsch
GoodRx HoldingsAbout Douglas Hirsch
Douglas Hirsch (age 54) is a co‑founder of GoodRx, a director since September 2011, former Co‑CEO (Sep 2011–Apr 2023), and former Chief Mission Officer (Apr 2023–Oct 25, 2024). He previously was CEO of DailyStrength (Mar 2005–Nov 2008) and held senior roles at Facebook and Yahoo; he holds a B.A. in Political Science from Tufts University . Upon his October 2024 transition from employee to non‑employee director, he remained on the Board and became eligible for standard non‑employee director compensation .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| GoodRx | Co‑Chief Executive Officer | Sep 2011 – Apr 2023 | Co‑founder leadership, operational continuity |
| GoodRx | Chief Mission Officer | Apr 2023 – Oct 25, 2024 | Transitioned to non‑employee director post‑term |
| DailyStrength, Inc. | Chief Executive Officer | Mar 2005 – Nov 2008 | Healthcare-focused online support communities |
| Facebook, Inc. | Senior roles (not specified) | Not disclosed | Technology/consumer internet experience |
| Yahoo! Inc. | Senior roles (not specified) | Not disclosed | Technology/consumer internet experience |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| — | No current public company directorships disclosed in the proxy | — | — |
Board Governance
| Attribute | Detail |
|---|---|
| Independence status | Not listed among directors the Board determined to be “independent” under Nasdaq rules (independent directors named: Adams, Bruehlman, Clark, Deb, Kennedy, Mondre, Rey‑Giraud) . |
| Committee memberships | Not listed on Audit & Risk, Compensation, Innovation, or Nominating & Corporate Governance committees in current committee roster . |
| Committee chair roles | None (not shown as a chair on any committee) . |
| Attendance | Board held 5 meetings in 2024; except for Mr. Deb, all incumbent directors attended ≥75% of Board and applicable committee meetings—this implies Mr. Hirsch met the 75% threshold . |
| Board class/term | Class I director; Class I terms expire at the 2027 annual meeting . |
| Controlled company status | GoodRx is a “controlled company” under Nasdaq rules (sponsor stockholders control >50% voting for director elections); relies on exemptions (e.g., committees not fully independent) . |
| Stock ownership guidelines | Directors are subject to stock ownership guidelines requiring holding “Qualifying Shares” during tenure (specific multiples not disclosed in the excerpt) . |
| Anti‑hedging/pledging | Company policy prohibits hedging and pledging by directors and officers . |
Fixed Compensation
| Component | Amount / Policy | Notes |
|---|---|---|
| Fees earned (cash) – 2024 | $5,440 (pro‑rated for partial year as non‑employee director); Mr. Hirsch elected to defer 100% of his prorated cash fees into DSUs . | Deferred under Director Deferred Compensation Plan . |
| Annual cash retainer (program) | $30,000 (both pre‑July 8, 2024 program and A&R program as of July 8, 2024) . | Paid quarterly in arrears; pro‑rated as applicable . |
| Committee member retainers (A&R program) | Audit & Risk: $10,000; Compensation: $10,000; Nominating & Corporate Governance: $10,000; Innovation: $10,000 . | Not applicable to Mr. Hirsch in 2024 given no committee listing . |
| Committee chair retainers (A&R program) | Audit & Risk: $20,000; Compensation: $15,000; Nominating & Corporate Governance: $10,000; Innovation: $15,000 . | Not applicable to Mr. Hirsch . |
Performance Compensation
| Award | Grant Value ($) | Vesting | Performance Metrics | Notes |
|---|---|---|---|---|
| One‑time RSU award (transition to non‑employee director) | 420,000 | 1/3 on each of first 3 anniversaries of grant date, subject to continued service | None (time‑based) | Granted upon Oct 2024 transition to non‑employee director . |
| Pro‑rated RSU award (transition) | 140,521 | Vests in full on earlier of June 6, 2025 or 2025 annual meeting date, subject to continued service | None (time‑based) | Pro‑rated for 2024 service . |
| 2024 director stock awards (reported value) | 510,214 | As awarded in 2024 (ASC 718 fair value) | — | Reported in the 2024 non‑employee director compensation table . |
| Change‑in‑control treatment (director plan terms) | — | Initial and annual director RSUs vest in full upon a qualifying change in control (other than non‑transactional) | — | Applies to non‑employee director grants . |
Other Directorships & Interlocks
- No current public company boards disclosed for Mr. Hirsch in this proxy .
- Governance interlocks/context:
- The company is a “controlled company” with sponsor stockholders; the Board considered that certain directors are affiliated with significant stockholders when determining independence .
- Stockholders’ agreements (2018 and IPO‑related) provided sponsor director designation rights; many provisions terminated at IPO, but certain director‑related rights and voting agreements remain in effect per the Stockholders Agreement .
Expertise & Qualifications
- Co‑founder with deep historical knowledge, operational expertise, and leadership continuity for GoodRx .
- Consumer internet and healthcare community experience (DailyStrength CEO; senior roles at Facebook and Yahoo) .
- Education: B.A., Political Science, Tufts University .
Equity Ownership
| Metric | Amount | As‑of |
|---|---|---|
| Beneficial ownership – Class A common stock | 5,416,051 shares; 5.3% of Class A | Record date April 9, 2025 |
| Beneficial ownership – Class B common stock | — | Record date April 9, 2025 |
| Combined voting power | “*” (less than 1%) | Record date April 9, 2025 |
| RSUs outstanding (non‑employee director) | 82,160 | December 31, 2024 |
| Options outstanding | — | December 31, 2024 |
| Deferred Stock Units (DSUs) outstanding | 797 | December 31, 2024 |
| Hedging/pledging | Prohibited by policy | Policy disclosure |
Director Compensation (2024 snapshot)
| Component | 2024 Amount |
|---|---|
| Fees earned or paid in cash | $5,440 (100% deferred) |
| Stock awards (ASC 718 grant-date fair value) | $510,214 |
| Total | $515,654 |
Say‑on‑Pay & Shareholder Feedback
- 2024 say‑on‑pay: The Compensation Committee noted approval by a “substantial majority,” representing over 99.9% of votes cast, and made no significant changes as a result .
- 2025 say‑on‑pay (June 3, 2025 Annual Meeting): Approved with votes For 2,617,157,377; Against 1,705,462; Abstained 254,712; Broker non‑votes 39,105,549 . The Board recommended “FOR” .
Insider Trades (Form 4)
- Note: We attempted to retrieve Form 4 transactions for “Hirsch” at GDRX for 2024–2025 using the insider‑trades skill, but the request returned an authorization error during this session. We can refresh this section with detailed transaction tables (dates, share counts, prices, post‑transaction holdings) upon successful access.
Governance Assessment
- Independence and potential conflicts:
- Mr. Hirsch is not classified as an independent director under Nasdaq rules, reflecting his founder and former executive status . The company’s controlled company status allows reliance on independence exemptions (e.g., Nominating and Compensation committees not entirely independent), which can be viewed as a governance risk factor for minority shareholders .
- The Board explicitly considered affiliations of directors with significant stockholders when determining independence—mitigating disclosure, but sponsor influence remains structurally embedded via stockholders’ agreements .
- Board effectiveness and engagement:
- Attendance threshold met (≥75%); Board met 5 times in 2024 . Mr. Hirsch currently holds no committee seats, which limits direct committee‑level influence but also reduces potential committee‑level conflicts .
- Pay design and alignment:
- Director pay is heavily equity‑weighted for Mr. Hirsch ($510k equity vs $5.4k cash in 2024), with a transition‑related one‑time $420k RSU plus a pro‑rated $140,521 RSU; both time‑based and subject to continued service . Change‑in‑control acceleration applies to director RSUs (not shareholder‑friendly for some investors), but equity emphasis supports alignment .
- Deferral election (100% of pro‑rated cash fees) adds alignment via DSUs . Anti‑hedging/pledging policy enhances alignment .
- Shareholder signals:
- Robust say‑on‑pay support (>99.9% in 2024; strong approval again in 2025 by votes cast) indicates current investor tolerance of compensation structure and governance framework, despite controlled company exemptions .
- RED FLAGS to monitor:
- Not independent; founder/executive history .
- Controlled company reliance on committee independence exemptions .
- Time‑based one‑time equity grant and CIC vesting acceleration for directors .
- Offsetting practices:
- Stock ownership guidelines for directors ; anti‑hedging/pledging ; use of independent comp consultant (Pay Governance) with no conflicts identified .