Romin Nabiey
GoodRx HoldingsAbout Romin Nabiey
GoodRx’s Chief Accounting Officer (age 38) since April 2022; served as Interim CFO from January–February 2025. Tenure at GoodRx began in 2017, following roles at Doctor Evidence, NantWorks, and EY; he is a licensed CPA with dual B.A.s in Accounting and Finance from California State University, Fullerton . Company performance context for pay-for-performance: 2024 revenue grew 6% YoY to $792.3M, net income was $16.4M (vs. a 2023 loss), and Adjusted EBITDA rose 20%; Adjusted EBITDA margin expanded 420 bps YoY; cumulative TSR since IPO stood at $9.21 on a $100 base by 2024 (significant drawdown) .
Past Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| GoodRx | Chief Accounting Officer | Apr 2022–present | Leads accounting, reporting, controls; briefly served as Interim CFO Jan–Feb 2025 . |
| GoodRx | SVP, Corporate Controller | Sep 2020–Apr 2022 | Scaled controllership through public-company transition; built control environment . |
| GoodRx | VP Finance & Corporate Controller | Jan 2019–Sep 2020 | Led financial reporting and controllership prior to IPO . |
| GoodRx | Controller | May 2017–Dec 2019 | Established core accounting processes and monthly close cadence . |
| Doctor Evidence | Management-level accounting/finance | Pre-2017 | Pharma-tech financial ops experience . |
| NantWorks | Management-level accounting/finance | Pre-2017 | Life sciences PE platform finance exposure . |
| Ernst & Young | Auditor | Early career | External audit foundation; CPA credentialing . |
External Roles
- None disclosed in the proxy for 2024/2025 .
Fixed Compensation
| Metric | 2022 | 2023 | 2024 |
|---|---|---|---|
| Base salary ($) | 300,000 | 311,250 | 326,627 (paid); rate increased ~4% to $328,000 effective Feb 15, 2024 |
| Target bonus % of salary | — | 35% (implied prior level) | 40% (increased from 35%) |
- 2025 update: Board increased base salary to $350,000 effective Feb 16, 2025, citing market competitiveness .
Performance Compensation
Annual Cash Incentive (2024)
- Plan design: Corporate metrics (75% weighting for Nabiey) based on Adjusted Revenue with a 27.5% Adjusted EBITDA margin gate; individual goals (25%) tied to reporting quality, control effectiveness, infrastructure, Audit Committee coordination, and support for IR/treasury/FP&A (each 20% of individual component) .
- Results: Gate achieved (Adj. EBITDA margin 32.8% vs. 27.5% target); Adjusted Revenue $792.324M drove a 60.46% corporate payout. Individual achievement at 125% based on strengthening controls, reporting, and infrastructure .
| Component | Weight | Target | Actual | Payout % | Payout ($) |
|---|---|---|---|---|---|
| Executive bonus plan (Adjusted Revenue, gated by Adj. EBITDA margin) | 75% | EBITDA margin gate 27.5%; Adjusted Revenue target $820–$830M | EBITDA margin 32.8%; Adjusted Revenue $792.324M | 60.46% | 58,325 |
| Individual performance goals (5 qualitative goals) | 25% | 100% | 125% | 125% | 40,195 |
| Total 2024 bonus | — | — | — | — | 98,520 |
Equity Awards (Multi‑Year Summary)
| Year | RSU grant-date fair value ($) | Option grant-date fair value ($) | Notes |
|---|---|---|---|
| 2022 | 856,863 | 1,000,000 | Time-vested awards; options at $5.25 exercise (9/22/2022 grant) . |
| 2023 | 1,120,395 | 1,000,000 | Options at $5.53 exercise (5/30/2023 grant) . |
| 2024 | 257,870 | 249,997 | 3/12/2024 grants; RSUs 35,716 units; options 51,462 at $7.22 exercise; both vest 1/16 quarterly beginning 6/8/2024 . |
2024 Equity Award Detail and Vesting
| Award | Grant date | Shares/Units | Exercise | Grant-date fair value ($) | Vesting schedule |
|---|---|---|---|---|---|
| RSU | 3/12/2024 | 35,716 | — | 257,870 | 1/16 quarterly starting 6/8/2024; then each quarterly anniversary . |
| Option | 3/12/2024 | 51,462 | 7.22 | 249,997 | 1/16 quarterly starting 6/8/2024; then each quarterly anniversary; expires 3/12/2034 . |
Equity Ownership & Alignment
Beneficial Ownership (as of April 9, 2025)
| Item | Amount |
|---|---|
| Total beneficial ownership (Class A equivalents) | 585,128 shares (<1%) |
| Composition | 106,874 shares owned; 448,354 options currently exercisable or within 60 days; 29,900 RSUs vesting within 60 days |
Outstanding Equity at 12/31/2024
| Instrument | Exercisable (#) | Unexercisable (#) | Exercise | Expiry | RSUs unvested (#) | RSUs MV ($) |
|---|---|---|---|---|---|---|
| Options (2017) | 8,500 | — | 2.18 | 5/30/2027 | — | — |
| Options (2018) | 14,844 | — | 5.18 | 9/5/2028 | — | — |
| Options (2020) | 75,615 | — | 5.94 | 1/30/2030 | — | — |
| Options (9/22/2022) | 153,579 | 119,451 | 5.25 | 9/22/2032 | — | — |
| Options (5/30/2023) | 103,837 | 173,063 | 5.53 | 5/30/2033 | — | — |
| Options (3/12/2024) | 9,649 | 41,813 | 7.22 | 3/12/2034 | — | — |
| RSUs (3/15/2021) | — | — | — | — | 2,606 | 12,118 |
| RSUs (9/22/2022) | — | — | — | — | 71,406 | 332,038 |
| RSUs (5/30/2023) | — | — | — | — | 126,627 | 588,816 |
| RSUs (3/12/2024) | — | — | — | — | 29,020 | 134,943 |
- 2024 vesting activity: 108,574 RSUs vested (value realized $760,278); no option exercises reported in 2024 .
- Ownership guidelines: other applicable executive officers must hold stock equal to 1x base salary; compliance by the later of Jan 11, 2028 or five years from becoming an officer .
- Hedging/pledging: prohibited by policy (no hedging or pledging allowed) .
Employment Terms
| Term | Details |
|---|---|
| Employment start date | Offer letter dated March 22, 2017; at‑will employment . |
| Current role | Chief Accounting Officer since April 2022; Interim CFO Jan–Feb 2025 . |
| Severance | No severance or change-in-control payments/benefits provided for Nabiey under his offer letter; “0” across all modeled termination/CIC cases in potential payments table . |
| Equity treatment on CIC | Under the 2020 Plan, if awards are not continued/assumed in a change-in-control, they fully vest and become exercisable at closing (plan-level provision) . |
| Restrictive covenants | Executed proprietary information and invention assignment (PIIA) agreement; no non-compete disclosed for Nabiey . |
| Clawback | Incentive compensation clawback adopted Oct 2, 2023; applies to current/former executive officers on restatements regardless of misconduct . |
Compensation Structure (Y/Y) and 3-Year Summary
| Metric | 2022 | 2023 | 2024 |
|---|---|---|---|
| Salary ($) | 300,000 | 311,250 | 326,627 |
| Bonus (gifts/other) ($) | — | 55 | 286 |
| Stock awards ($) | 856,863 | 1,120,395 | 257,870 |
| Option awards ($) | 1,000,000 | 1,000,000 | 249,997 |
| Non‑equity incentive ($) | 105,000 | 140,000 | 98,520 |
| All other comp ($) | 11,100 | 12,187 | 9,303 (incl. small tax gross-up on gifts and wellness) |
| Total ($) | 2,272,963 | 2,583,887 | 942,603 |
Key observations:
- Shift to more modest 2024 equity grant values ($~0.51M combined) vs 2022–2023 ($~2.0–2.12M), lowering equity-based retention pressure short-term .
- 2024 bonus paid at 60.46% corporate factor with 125% individual achievement (total $98,520), aligning with company performance goals and CAO-specific objectives .
Performance & Track Record
- Individual goal achievement of 125% in 2024, reflecting enhancements to control environment, reporting processes, and financial infrastructure, plus effective Audit & Risk Committee coordination and support for IR/treasury/FP&A .
- Company 2024 performance: revenue +6% YoY, net income $16.4M (vs. 2023 net loss), Adjusted EBITDA +20% with 420 bps margin expansion; ISP and retail-direct progress highlighted .
- TSR context: cumulative TSR value of $9.21 (base $100) by 2024 indicates significant drawdown since IPO, which frames equity award realizable value and alignment pressures .
- Trading behavior signal: no option exercises reported in 2024; RSU vesting of 108,574 shares may create ongoing quarterly settlement supply; hedging/pledging prohibited .
Compensation Governance (context)
- Stockholder support: 2024 say‑on‑pay approved by >99.9% of votes cast; no major program changes as a result .
- Peer group and consultant: Pay Governance advises; peers include healthcare tech/software/platform names (e.g., Teladoc, Hims & Hers, Doximity, ZipRecruiter) .
- Ownership guidelines: 1x salary for other executives; transition period to 2028 .
- Anti‑hedging/pledging and clawback in place; no excise tax gross‑ups for CIC; minimal perquisites .
Investment Implications
- Alignment and risk mix: Nabiey’s 2024 comp skews to salary/annual bonus with reduced new equity vs prior years, lowering near‑term retention leverage from equity but supported by ongoing multi‑year option/RSU vesting and ownership guidelines; hedging/pledging prohibitions and a clawback strengthen alignment and governance .
- Selling pressure: RSUs vest quarterly (multiple grants from 2021–2024); 108,574 RSUs vested in 2024 and ~230k RSUs remained unvested at year‑end—this cadence can add incremental supply on vest dates; no 2024 option exercises reported .
- Retention/transition risk: No contractual severance or CIC cash for Nabiey; equity acceleration only at plan‑level if awards are not assumed in a CIC; retention relies on unvested equity and role impact rather than cash protections .
- Execution signal: 125% individual goal payout tied to strengthening controls/reporting indicates strong execution in finance infrastructure—a positive for execution risk in the accounting function .