Kelly J. Kennedy
GoodRx HoldingsAbout Kelly J. Kennedy
Kelly J. Kennedy (age 56) is a Class I independent director of GoodRx Holdings, Inc. (GDRX), serving since December 2023; she is a current member of the Audit and Risk Committee and is designated an “audit committee financial expert.” Kennedy holds an MBA from Harvard Business School and a BA in Economics from Middlebury College, and currently serves as CFO of Willow Innovations, Inc. . The Board affirms her independence under Nasdaq rules; she attended at least 75% of Board and committee meetings in 2024, and her current director term runs to the 2027 Annual Meeting .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| The Honest Company, Inc. | EVP, Chief Financial Officer | Jan 2021 – Sep 2023 | Oversaw risk assessment management and financial reporting |
| The Bartell Drug Company | Chief Financial Officer | Sep 2018 – Dec 2020 (sold to Rite Aid Dec 2020) | CFO of regional pharmacy chain |
| Sur La Table, Inc. | Chief Financial Officer; Director | CFO: Jun 2015 – Sep 2018; Director: Sep 2018 – Nov 2020 (company filed voluntary bankruptcy Jul 8, 2020) | Finance leadership; board service during restructuring |
| See’s Candies | Chief Financial Officer | Jan 2014 – Jun 2015 | Finance leadership |
| Annie’s Inc. | Chief Financial Officer & Treasurer | Aug 2011 – Nov 2013 | Finance leadership |
| Various (Revolution Foods, Established Brands, Serena & Lily, Forklift Brands, Elephant Pharm, Williams-Sonoma, Dreyer’s) | Senior financial roles | Not specified (prior roles) | Financial leadership across consumer/retail |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Willow Innovations, Inc. | Chief Financial Officer | Since Nov 2023 | Women’s health tech; CFO |
| Vital Farms, Inc. | Director | Since Dec 2019 | Audit Chair; Compensation Committee member |
| Sattelogic, Inc. | Director | Since Sep 2024 | Audit Chair; Finance Committee member |
| FirstFruits Farms LLC (private) | Director | Since Dec 2019 | Board service |
| RAD Power Bikes, Inc. (private) | Director | Since Jul 2021 | Board service |
| Skinny Mixes LLC (private) | Director | Since Jul 2023 | Board service |
No related-party transactions involving Kennedy were disclosed; GoodRx’s policy requires Audit & Risk Committee review/approval of related person transactions and bars directors from approving transactions where they are related persons .
Board Governance
- Independence: Independent director under Nasdaq rules .
- Committee assignments: Audit & Risk Committee member (committee responsibilities include financial reporting, compliance, risk oversight; Kennedy is an audit committee financial expert) .
- Attendance: Board met 5 times in 2024; all incumbent directors except one attended ≥75% of Board and applicable committee meetings (Kennedy included) .
- Class/Term: Class I director; term expires at the 2027 Annual Meeting .
- Controlled company context: GoodRx is a “controlled company” under Nasdaq rules; certain committees (Compensation; Nominating & Corporate Governance) are not fully independent by exemption, although 7/11 directors are independent .
Fixed Compensation
| Component | 2024 Amount | Source/details |
|---|---|---|
| Fees earned or paid in cash | $30,006 | Director compensation table |
| Annual Board cash retainer (program) | $30,000 | Program in effect as of Jul 8, 2024 |
| Committee member retainer – Audit & Risk (program) | $10,000 | Program in effect as of Jul 8, 2024 |
GoodRx maintains a Deferred Compensation Plan for directors; Kennedy is not listed among directors who elected deferral in 2024 .
Performance Compensation
| Equity Award | 2024 Grant Value | Vesting Terms |
|---|---|---|
| Annual RSU grant (director program) | $269,774 (total 2024 stock awards) | Annual director RSUs vest in full on the earlier of the one-year anniversary of grant or next annual meeting; full vest on change of control (transactional) |
| One-time RSU award (Jul 2024) | $20,000 | Vests in full on the earlier of Jun 6, 2025 or the 2025 Annual Meeting, subject to continued service |
Director equity awards are time-based RSUs; no performance metrics are tied to director compensation .
Other Directorships & Interlocks
| Potential Interlock | Status |
|---|---|
| Shared directorships with GDRX sponsors (Silver Lake, Francisco Partners, Spectrum) | Kennedy is not identified as affiliated; she is independent |
| Roles at companies that are GoodRx customers/suppliers | None disclosed; no related person transactions involving Kennedy disclosed |
Expertise & Qualifications
- Financial leadership across consumer, retail, and healthcare; current public-company audit chair (Vital Farms) and audit chair at Sattelogic .
- Audit & Risk oversight experience; designated “audit committee financial expert” at GoodRx .
- Education: MBA (Harvard), BA in Economics (Middlebury) .
- Insider trading/hedging: Company policy prohibits hedging and pledging; directors, officers and employees are barred from hedging transactions; governance practices state “Do not allow hedging or pledging of stock” .
Equity Ownership
| Item | Amount | Notes |
|---|---|---|
| Beneficial ownership (Class A) | 54,012 shares | As of Apr 9, 2025; less than 1% of Class A outstanding |
| Unvested RSUs outstanding (12/31/2024) | 77,160 | Director RSUs held at year-end |
| Options outstanding | None | No options listed for Kennedy |
| Ownership guidelines | 5× annual cash retainer; compliance by Jan 11, 2028 or 5 years from appointment | Qualifying Shares include Common Stock and vested/earned but unsettled or deferred RSUs/PSUs |
Governance Assessment
- Strengths: Independent status with deep finance and audit credentials; Audit & Risk Committee service and audit committee financial expert designation support board effectiveness in risk and financial oversight . Multi-company board exposure (audit chair roles) adds cross-industry governance expertise .
- Alignment: Meaningful equity via director RSUs and stock ownership guidelines requiring 5× retainer by 2028, with company-wide prohibition on hedging/pledging, align interests with shareholders .
- Risks/RED FLAGS: Controlled company structure reduces independence requirements for key committees (Compensation; Nominating), a governance risk to consider (board-wide, not specific to Kennedy) . Kennedy’s concurrent CFO role at Willow Innovations alongside multiple board commitments increases time-commitment considerations; no conflicts or related-party transactions are disclosed for her, and attendance threshold was met in 2024 . Historical association with Sur La Table’s 2020 bankruptcy is disclosed in biography (contextual track record, not a current conflict) .