Ian T. Clark
GoodRx HoldingsAbout Ian T. Clark
Ian T. Clark, age 64, joined the GoodRx Holdings, Inc. board on July 8, 2024. He is an advisor to KKR & Co. Inc. and formerly served as CEO and board member of Genentech, leading its executive committee; prior roles include SVP & GM of BioOncology at Genentech and senior positions at Novartis, Sanofi, Ivax, and G.D. Searle. He holds a B.S. in Biological Sciences and an Honorary Doctorate of Science from Southampton University and brings extensive biopharma leadership and commercialization expertise to GoodRx .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Genentech, Inc. | Chief Executive Officer; Board Member; led Executive Committee | CEO: Jan 2010–Dec 2016; 14 years total at Genentech | Led exec committee; deep BioOncology experience |
External Roles
| Organization | Role | Status | Notes |
|---|---|---|---|
| Kyverna Therapeutics, Inc. | Director | Current | Public biopharma board service |
| Olema Pharmaceuticals, Inc. | Director | Current | Public biopharma board service |
| Takeda Pharmaceutical Company Limited | Director | Current | Global pharma board service |
| Guardant Health, Inc. | Director | Current | Public diagnostics/biotech board service |
| Corvus Pharmaceuticals, Inc. | Director | Current | Public biopharma board service |
| Kite Pharma, Inc. | Director | Prior | Jan 2017–Oct 2017 |
| Forty Seven Inc. | Director | Prior | May 2018–Apr 2020 |
| Agios Pharmaceuticals, Inc. | Director | Prior | Dec 2016–Jun 2022 |
| AVROBIO, Inc. | Director | Prior | Jan 2018–Jun 2024 |
| KKR & Co. Inc. | Advisor | Current | Private equity advisor role |
Board Governance
- Committee assignments: Chair, Innovation Committee; Member, Nominating & Corporate Governance Committee .
- Independence: Board affirmatively determined Clark is independent under Nasdaq rules .
- Attendance: In 2024 there were five Board meetings; except for Mr. Deb, all incumbent directors attended ≥75% of aggregate Board and committee meetings during their service period (Clark appointed July 2024) .
- Innovation Committee activity: The committee did not meet in fiscal 2024 .
- Board structure: Controlled company under Nasdaq rules (Sponsor Stockholders collectively control >50% of voting power), with certain committee independence exemptions; Compensation and Nominating committees are not entirely independent .
- Director designation dynamics: Sponsors retain board designation rights under the Stockholders Agreement; Clark is not listed as a sponsor designee .
Fixed Compensation
| Component | Amount | Notes |
|---|---|---|
| Annual cash retainer | $30,000 | Quarterly in arrears; pro-rated for partial service |
| Committee Chair (Innovation) | $15,000 | Annual chair retainer |
| Nominating & Corporate Governance (member) | $10,000 | Annual member retainer |
| Deferred Compensation Plan eligibility | Eligible | May defer cash retainers and RSUs; 2024 deferral elections disclosed for other directors, not Clark |
Performance Compensation
| Award Type | Grant Value | Grant Date | Vesting | Notes |
|---|---|---|---|---|
| Initial RSU award | $420,000 | July 2024 (date of election) | 1/3 on each of first three anniversaries | Granted per board service letter |
| Pro-rated Annual RSU award | $209,836 | July 2024 | Vests in full on earlier of June 6, 2025 or 2025 AGM | Granted per board service letter |
| Annual RSU program (standard) | $230,000 | Annual meeting date | Full vest over ~1 year (to next AGM) | Program effective July 8, 2024 |
| Initial RSU program (standard) | $420,000 | On appointment | 1/3 annually over three years | Program effective July 8, 2024 |
- Performance metrics: Director equity grants are time-based RSUs; no performance (financial/TSR/ESG) metrics disclosed for director awards .
Other Directorships & Interlocks
| Type | Company | Potential Interaction with GDRX |
|---|---|---|
| Pharma/Biotech Director roles | Takeda; Guardant Health; Kyverna; Olema; Corvus | GoodRx’s pharma manufacturer solutions platform engages brands; proxy does not disclose any related-party transactions involving these entities |
Expertise & Qualifications
- Biopharma commercialization and oncology leadership; prior CEO of Genentech; extensive board stewardship across global pharma and U.S. biotech .
- Governance: Serves as independent director; chairs newly formed Innovation Committee focused on technology/innovation risk oversight and competitiveness .
Equity Ownership
| Holder | Shares Beneficially Owned (Class A) | % of Class A Outstanding | Notes |
|---|---|---|---|
| Ian T. Clark | 25,852 | <1% | As of April 9, 2025; no Class B holdings disclosed for Clark |
| Policy alignment | — | — | Anti-hedging policy prohibits hedging; governance practices state “Do not allow hedging or pledging of stock” |
| Ownership guidelines | 5x annual base cash retainer | — | Directors must hold Qualifying Shares; compliance due by later of Jan 11, 2028 or 5 years from appointment (for Clark: by July 2029) |
Governance Assessment
-
Board effectiveness and engagement: Clark adds deep biopharma domain expertise; independent status and committee leadership strengthen oversight. Innovation Committee did not meet in 2024, limiting observable committee activity in Clark’s initial half-year of service .
-
Compensation and alignment: Director compensation is conventional (cash + time-based RSUs). Specific grants to Clark were disclosed with amounts and vesting; ownership guidelines provide a path to alignment, with anti-hedging control in place .
-
Independence, attendance, and process: Board reports ≥75% attendance for incumbents other than Mr. Deb; Clark is independent and participates on Nominating, which screens candidates and conflicts with Korn Ferry assistance used in 2024 .
-
Conflicts/related party exposure: No related-party transactions disclosed involving Clark or his external board companies; GoodRx’s related-party disclosures focus on sponsor share repurchases and legacy agreements (Silver Lake, Francisco Partners, Spectrum, Idea Men) .
-
Say-on-pay signal: 2024 say-on-pay approved with >99.9% of votes cast, suggesting strong investor support for compensation governance (macro governance signal for the company) .
-
RED FLAGS
- Controlled company exemptions: Compensation and Nominating committees not fully independent; Sponsor Stockholders control director elections via Stockholders Agreement .
- Innovation Committee structure and cadence: Single-member committee and no meetings in 2024 may limit committee-level oversight visibility during Clark’s initial tenure .
- Director equity awards are time-based only (no performance metrics), which is common but provides limited pay-for-performance linkage for director compensation .
-
Mitigants
- Strong independence posture for Clark and clear stock ownership guidelines (5x retainer) with a defined transition period; anti-hedging policy and clawback framework (company-wide) support governance rigor .
- Use of independent compensation consultant (Pay Governance) and adherence to director compensation program with transparent amounts/vesting .