Scott Wagner
GoodRx HoldingsAbout Scott Wagner
Scott Wagner (age 54) serves as Co‑Chairman and Director at GoodRx, appointed to the Board in January 2025 after serving as Interim CEO from April 2023 to January 2025; he previously held CEO and CFO/COO roles at GoDaddy (2012–2019) and was a Partner leading KKR’s Capstone team (2000–2012). He also sits on the boards of DoubleVerify Holdings, Inc. (since Oct 2021) and Bill Holdings, Inc. (since Sep 2021), and holds a B.A. in Economics from Yale and an M.B.A. from Harvard Business School .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| GoodRx Holdings, Inc. | Interim Chief Executive Officer | Apr 2023 – Jan 2025 | Led restructuring of manufacturer solutions; supported leadership transitions (basis for 100% initial term bonus payout) |
| GoDaddy Inc. | CEO; earlier President/CFO/COO | 2012 – 2019 | Operating leadership of consumer internet platform |
| KKR & Co. Inc. (Capstone) | Partner, Capstone team lead | 2000 – 2012 | Operational value creation across portfolio |
External Roles
| Organization | Role | Tenure Start | Committees/Impact |
|---|---|---|---|
| DoubleVerify Holdings, Inc. | Director | Oct 2021 | Not disclosed |
| Bill Holdings, Inc. | Director | Sep 2021 | Not disclosed |
Board Governance
- Co‑Chairman of the Board with Trevor Bezdek (effective Jan 21, 2025); Board cites their deep business knowledge to lead oversight during leadership transition .
- Committee assignments: Chair, Compensation Committee; no other committees listed for Wagner .
- Independence: Wagner is not independent under Nasdaq rules; Compensation Committee relies on “controlled company” exemptions and is not fully independent (Wagner serves as Chair) .
- Controlled company: Sponsor Stockholders collectively control >50% voting power; Board relies on Nasdaq controlled company exemptions (e.g., committee independence) .
- Attendance: The Board met 5 times in FY2024; except Dipanjan Deb, all incumbent directors attended ≥75% of Board and committee meetings (Wagner was an executive in 2024; individual attendance not separately disclosed) .
- Stockholders Agreement: Wagner is a Silver Lake designee to the Class II slate, reflecting sponsor designation rights that influence Board composition .
Fixed Compensation
Director Compensation Program (as amended July 8, 2024; applicable to non‑employee directors including Wagner in 2025)
| Component | Amount | Notes |
|---|---|---|
| Annual Director Retainer (cash) | $30,000 | Paid quarterly, pro‑rated for partial quarters |
| Committee Chair Retainer – Compensation | $15,000 | Wagner as Chair |
| Committee Member Retainer – Compensation (non‑Chair) | $10,000 | Not applicable when Chair |
| Annual RSU Grant | $230,000 | Vests fully by next annual meeting or 1‑year anniversary |
| Initial RSU Grant (on Board appointment) | $420,000 | Vests in 3 annual tranches |
Deferred compensation plan is available for fees/RSUs; several directors elected deferrals (program terms exist but Wagner’s 2025 deferral choices are not disclosed) .
2024 Executive Fixed Pay (context during his Interim CEO tenure)
| Metric | Amount |
|---|---|
| Base Salary (2024) | $750,000 |
| Stock Awards (RSUs) – Grant Date Fair Value | $3,902,298 |
| Option Awards – Grant Date Fair Value | $3,999,996 |
Performance Compensation
Annual Incentive Structure (FY2024)
| Performance Goal | Threshold | Target | Maximum | 2024 Actual | Payout (% of Target) |
|---|---|---|---|---|---|
| Adjusted EBITDA Margin (gate) | 27.50% | — | — | 32.80% | Gate achieved |
| Adjusted Revenue ($000s) | 785,000 | 820,000–830,000 | 875,000 | 792,324 | 60.46% |
| Executive | Target Bonus ($) | Payout % | Actual Bonus ($) |
|---|---|---|---|
| Scott Wagner | 602,000 | 60.46% | 363,969 |
- Initial one‑year term bonus (for Apr 2023–Apr 2024): paid at 100% of target ($750,000), tied to execution of manufacturer solutions restructuring and continuity through leadership changes .
- 2024 non‑equity incentive plan compensation (total reported): $363,969 .
Other Directorships & Interlocks
| Director/Entity | Interlock/Designation | Governance Relevance |
|---|---|---|
| Silver Lake | Wagner designated as Silver Lake Class II director under Stockholders Agreement | Sponsor influence over Board composition; controlled company status |
| GoDaddy | Wagner former CEO; Gregory Mondre previously served on GoDaddy’s board | Network ties among directors/sponsors; potential information flow channels |
Expertise & Qualifications
- Leadership and operational excellence from CEO/CFO/COO roles at GoDaddy and operational value creation at KKR Capstone .
- Industry experience across consumer internet and technology-enabled services; deep familiarity with GoodRx business from Interim CEO tenure .
- Education: B.A. Economics (Yale), M.B.A. (Harvard Business School) .
Equity Ownership
| Holder | Class A Shares Beneficially Owned | Options Exercisable ≤60 Days | DSUs Vesting ≤60 Days | % Class A | Combined Voting Power |
|---|---|---|---|---|---|
| Scott Wagner | 4,211,237 | 3,908,739 | 23,185 | 4.0% | <1% |
- Stock options outstanding include fully vested grants from May 2023 (3,000,000 at $5.10, exp. 2033) and March 2024 (908,739 at $6.91, exp. 2034) .
- Anti‑hedging policy prohibits hedging; company compensation practices prohibit hedging and pledging of stock, supporting alignment with shareholders .
- Director/Officer stock ownership guidelines: non‑employee directors required to hold 5x annual cash retainer by Jan 11, 2028 or five years from appointment (compliance status not disclosed) .
Governance Assessment
- Committee effectiveness and independence: Wagner chairs the Compensation Committee but is not independent under Nasdaq rules, with the committee relying on controlled company exemptions; this is a potential governance risk for pay decisions and perceived objectivity. RED FLAG: Non‑independent Compensation Committee Chair .
- Board control and sponsor influence: Silver Lake/Francisco Partners/Spectrum/Idea Men possess director designation rights and coordinated voting under the Stockholders Agreement; GoodRx is a controlled company and may not meet all Nasdaq independence requirements. RED FLAG: Controlled company governance exemptions and sponsor‑driven Board composition .
- Pay‑for‑performance alignment signals: 2024 bonus plan used EBITDA margin as a gate and revenue targets with linear payout; Wagner’s payout at 60.46% reflects partial achievement, and his one‑year term bonus was discretionary but tied to specific objectives completed. Positive: Use of performance gates and non‑GAAP metrics disclosed with reconciliation references .
- Shareholder sentiment: 2024 say‑on‑pay approval exceeded 99.9% of votes cast, indicating strong investor support for compensation programs despite controlled company structure .
- Related‑party exposure: Repurchases from sponsor entities were Board/Audit & Risk Committee approved; Silver Lake services agreement exists but payments did not exceed $120,000 since Jan 1, 2024. Monitoring recommended but no material RPTs flagged for Wagner individually. Watch item: Ongoing sponsor transactions and influence .
- Attendance and engagement: Board and committees met regularly; broad attendance standards met, but individual meeting attendance for Wagner not separately disclosed .
Overall, Wagner brings strong operating experience and continuity as former Interim CEO, but his non‑independent status and sponsor designation—coupled with the controlled company governance framework—are key considerations for investors evaluating Board oversight quality and compensation decision objectivity .