Gregory Mondre

About Gregory Mondre

Gregory Mondre (age 50) is Co-Chief Executive Officer and Managing Partner at Silver Lake, a global technology investment firm he joined in 1999. He has served on the GoodRx board since October 2018 (Class III director; term expires at the 2026 annual meeting). He holds a B.S. in Economics from the Wharton School, University of Pennsylvania .

Past Roles

External Roles

Board Governance

• Independence: The Board determined Gregory Mondre is an independent director under Nasdaq rules, notwithstanding affiliation with a significant stockholder .
• Committee assignments (current): Not listed as a member of current standing committees (Audit & Risk; Compensation; Innovation; Nominating & Corporate Governance) in 2025 committee chart .
• Historical committee service: Served on the Compensation Committee during FY 2024; current Compensation Committee members are Adams, Rey‑Giraud, Wagner (Chair) .
• Attendance: The Board met 5 times in 2024; except for Mr. Deb, each incumbent director attended at least 75% of Board and relevant committee meetings (includes Mr. Mondre) .
• Board structure: GoodRx is a “controlled company” under Nasdaq rules; Sponsor Stockholders collectively control >50% of voting power and have director designation rights (Silver Lake designees include Gregory Mondre, Agnes Rey‑Giraud, Scott Wagner). The company relies on controlled-company exemptions (e.g., Nominating & Governance and Compensation not entirely independent) .
• Lead independent director: Not designated; the Board may appoint one in the future .

Fixed Compensation (Director)

Director program (for eligible non‑employee directors as of July 8, 2024):

• Annual cash retainer: $30,000; Committee Chair retainers: Audit & Risk $20,000; Compensation $15,000; Nominating & Governance $10,000; Innovation $15,000. Committee member (non-chair) retainers: Audit & Risk $10,000; Compensation $10,000; Nominating & Governance $10,000; Innovation $10,000 .
• Equity: Initial RSU $420,000 (three-year ratable vest); Annual RSU $230,000 (vests at next annual meeting or one year) .

Note: Eligible directors listed include Bruehlman, Clark, Hirsch, Kennedy, Rey‑Giraud, Wagner; Mondre is not listed among eligible non‑employee directors in 2024 disclosures .

Performance Compensation (Director)

No performance-based director compensation for Mondre was disclosed for 2024 (no awards reported) .

Other Directorships & Interlocks

Expertise & Qualifications

• Private equity leadership and technology investing (Silver Lake Co‑CEO/Managing Partner) .
• Public company board experience in technology/communications (Motorola Solutions; prior Expedia, GoDaddy) .
• Education: B.S. in Economics, Wharton School, University of Pennsylvania .

Equity Ownership

Additional alignment policies:

• Stock ownership guidelines: Non‑employee directors must hold 5x annual cash retainer, except a non‑employee director who elects not to receive director compensation is excluded; compliance required by Jan 11, 2028 or five years from appointment, whichever later .
• Anti‑hedging: Directors are prohibited from hedging (and company states it does not allow hedging or pledging) .

No pledging or hedging by Mondre was disclosed; no shares pledged were reported in the beneficial ownership table .

Related-Party Exposure and Potential Conflicts

• Stockholders Agreement: Sponsor Stockholders (including Silver Lake) have board designation rights; the group controls director elections and >50% voting power; company relies on controlled-company exemptions (not all committees entirely independent) .
• Silver Lake services agreement: Silver Lake Management Company V, L.L.C. may provide advisory services; amounts paid did not exceed $120,000 since Jan 1, 2024 .
• Share repurchases from other Sponsors: In Mar 2024 and Mar 2025, the company repurchased shares from Spectrum, Francisco Partners, and Idea Men at discounts to market; these were approved by the Board and Audit & Risk Committee. Silver Lake was not party to these repurchases per disclosed agreements .

Say‑on‑Pay & Director Vote Results

Governance Assessment

• Positives

  • Board affirmed Mondre’s independence and he met attendance expectations; deep governance/compensation committee experience at other large‑cap public company (Motorola Solutions) .
  • Strong shareholder support for Say‑on‑Pay in 2024 and 2025 based on vote counts, indicating limited near‑term investor concern on executive pay framework .
  • Clawback policy adopted Oct 2, 2023; anti‑hedging policy applies to directors; stock ownership guidelines exist for most non‑employee directors .

• Watch items / potential red flags

  • Controlled company status with Sponsor Stockholders controlling director elections; not all committees entirely independent under Nasdaq exemptions, which can constrain minority shareholder influence .
  • Silver Lake affiliation and designee rights elevate perceived conflict risk; Silver Lake also has a services agreement (albeit under $120k since Jan 1, 2024) .
  • Alignment considerations: Mondre received no director fees or equity awards in 2024 and reported no beneficial ownership individually; non‑compensated directors are excluded from the director stock ownership guideline, which may reduce “skin‑in‑the‑game” perception for this seat .

• Contextual signals

  • Historical service on GoodRx’s Compensation Committee in 2024 indicates familiarity with pay design; no compensation interlocks requiring disclosure were reported beyond those identified .
  • Board reconstituted governance (created Innovation Committee; combined Audit and Compliance into Audit & Risk), signaling attention to risk/technology oversight; Mondre is not currently assigned to these committees .