Ronald E. Bruehlman
GoodRx HoldingsAbout Ronald E. Bruehlman
Ronald E. Bruehlman, age 64, joined the GoodRx board on November 8, 2024 and serves as a Class III director with his term expiring at the 2026 annual meeting. He is Chief Financial Officer of IQVIA (since August 2020), formerly CFO of IMS Health, and spent 23 years at United Technologies in senior finance roles; he holds a B.S. in Economics (University of Delaware) and an MBA in Finance (University of Chicago Booth). The board has determined he is independent and an “audit committee financial expert,” and he chairs the Audit and Risk Committee.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| IQVIA | Chief Financial Officer | Aug 2020–present | Senior financial leadership; global analytics/technology provider |
| IMS Health | Chief Financial Officer | Jul 2011–Sep 2016 | Led finance through combination with Quintiles (legacy context) |
| United Technologies Corporation | Senior finance leadership roles | ~23 years (prior to 2011) | Multiple senior finance positions |
| Atotech Ltd. | Director (prior) | Not specified | Prior board service |
| Q‑Squared Solutions | Director (prior) | Not specified | Prior board service |
| Clipper Windpower | Director (prior) | Not specified | Prior board service |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| IQVIA | Chief Financial Officer | Aug 2020–present | Executive role; no committee service disclosed at GoodRx |
Board Governance
- Class III director since Nov 8, 2024; term to expire at the 2026 annual meeting.
- Audit and Risk Committee Chair; members include Bruehlman (Chair), Kelly J. Kennedy, and Agnes Rey‑Giraud; committee met 4 times in FY2024.
- Independence: Board determined Bruehlman is independent under Nasdaq rules and meets Rule 10A‑3 audit committee independence standards; designated an audit committee financial expert.
- Attendance: In FY2024, except Mr. Deb, each incumbent director attended at least 75% of aggregate board and applicable committee meetings.
- Controlled company: GoodRx is a Nasdaq “controlled company”; compensation and nominating committees are not fully independent, though Audit and Risk is fully independent. Governance risk exists from sponsor designation rights.
Fixed Compensation
Program cash retainers for non‑employee directors (as of July 8, 2024):
| Cash Component | Amount (USD) |
|---|---|
| Annual Board Retainer | $30,000 |
| Audit & Risk Chair Retainer | $20,000 |
| Audit & Risk Member Retainer (non‑chair) | $10,000 |
| Nominating & Corporate Governance Chair Retainer | $10,000 |
| Innovation Chair Retainer | $15,000 |
| Innovation Member Retainer (non‑chair) | $10,000 |
| Compensation Chair Retainer | $15,000 |
| Compensation Member Retainer (non‑chair) | $10,000 |
Actual 2024 cash fees for Bruehlman (partial year service from Nov 8, 2024):
| Metric | 2024 |
|---|---|
| Fees Earned or Paid in Cash ($) | $7,280 |
| Deferral Election | Deferred 100% of prorated annual cash fees into DSUs |
Performance Compensation
Equity awards and vesting (director program and Bruehlman’s 2024 grants):
| Grant Type | Value (USD) | Grant/Approval | Vesting | Notes |
|---|---|---|---|---|
| Initial RSU award (director program) | $420,000 | Oct 2024 board service letter | 1/3 annually on each of first 3 anniversaries | Bruehlman elected to defer 100% into DSUs |
| Pro‑rated Annual RSU award | $132,329 | Oct 2024 board service letter | Vests in full on earlier of Jun 6, 2025 or 2025 Annual Meeting | Deferred into DSUs |
| Stock awards (ASC 718 fair value recognized in 2024) | $418,476 | 2024 Director Compensation Table | Per ASC 718 fair value methodology | Value differs from intended award values due to accounting |
- Change‑in‑control: Initial and annual RSU grants vest in full upon a qualifying change in control (other than non‑transactional), under the 2020 Plan.
- No performance conditions disclosed for director equity; awards are time‑based RSUs (and DSUs if deferred).
Other Directorships & Interlocks
| Category | Detail |
|---|---|
| Current public company directorships | None disclosed in proxy for Bruehlman (current role is CFO at IQVIA). |
| Prior public/private boards | Atotech Ltd., Q‑Squared Solutions, Clipper Windpower (prior). |
| Interlocks/conflicts | No related‑party transactions involving Bruehlman disclosed; Audit & Risk Committee oversees related‑party reviews. |
| Sponsor influence | Silver Lake, Francisco Partners, Spectrum, and Idea Men retain director designation rights via Stockholders Agreement. |
Expertise & Qualifications
- Financial leadership: CFO of IQVIA; prior CFO IMS Health; deep experience in healthcare analytics and technology finance.
- Audit committee financial expert and financially literate per SEC/Nasdaq standards.
- Education: B.S. Economics (University of Delaware); MBA in Finance (University of Chicago Booth).
Equity Ownership
| Metric | Amount |
|---|---|
| Beneficial ownership counted (within 60 days of Apr 9, 2025) | 26,069 DSUs vesting within 60 days; less than 1% ownership. |
| Deferred Stock Units (DSUs) outstanding at 12/31/2024 | 86,706 DSUs. |
| Stock ownership guidelines (directors) | Minimum: 5× annual base cash retainer; compliance deadline: later of Jan 11, 2028 or 5 years from appointment. |
| Anti‑hedging policy | Hedging and offsetting transactions prohibited without board pre‑approval. |
Governance Assessment
- Strengths: Independent director; chairs fully independent Audit & Risk Committee; designated audit committee financial expert; signed the Audit & Risk Committee report supporting inclusion of audited financials in the 2024 Form 10‑K.
- Alignment: Deferred 100% of 2024 cash and RSU awards into DSUs; subject to stock ownership guidelines; equity vests over multi‑year horizons.
- Engagement: Audit & Risk met 4 times in FY2024; board attendance standards met by all incumbents except one (Mr. Deb); Bruehlman appointed Nov 2024 and serves as Chair.
- Risks/RED FLAGS: Controlled company status and sponsor board designation rights reduce independence of compensation and nominating committees; potential perception risk on board autonomy and director elections.
- Conflicts: No related‑party transactions involving Bruehlman disclosed; related‑party transactions (issuer share repurchases from sponsor stockholders) were approved by the Board and Audit & Risk Committee under policy.
Say‑on‑Pay context: 2024 advisory say‑on‑pay received over 99.9% approval; next advisory vote at the 2025 Annual Meeting (on 2024 NEO pay) and subsequently planned annually. Strong shareholder support is a positive governance signal.