Wendy Barnes
GoodRx HoldingsAbout Wendy Barnes
Wendy Barnes, age 53, is President & Chief Executive Officer of GoodRx and has served on the Board since January 1, 2025; she holds a B.S. in Biochemistry from the U.S. Air Force Academy and an M.B.A. from the University of Alaska Anchorage . Under her leadership in 2025, GoodRx delivered revenue of $203.1M and Adjusted EBITDA of $69.4M in Q2 (34.2% margin) and revenue of $196.0M and Adjusted EBITDA of $66.3M in Q3 (33.8% margin), with strong growth in Pharma Manufacturer Solutions revenue (Q2 +32% YoY; Q3 +54% YoY) . The company also advanced access initiatives, including a collaboration with Novo Nordisk to offer Ozempic and Wegovy at $499/month for self-paying patients, positioning the platform as a complement to insurance that reduces friction and improves affordability .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| RxBenefits, Inc. | Chief Executive Officer | May 2022 – Dec 2024 | Led pharmacy benefits optimizer serving 2,000+ self-insured clients; scaled affordability solutions . |
| Express Scripts Holding Company | President, Express Scripts Pharmacy | Aug 2019 – Apr 2022 | Oversaw operations/service/financial performance across pharmacies serving ~100M members . |
| Rite Aid | Group Vice President, Managed Care | Prior to 2013 | Led payer contracting and partnerships across PBMs and third-party payers . |
| Pfizer | Leadership roles (earlier career) | N/A | Pharma operating experience supporting commercialization and access initiatives . |
| U.S. Air Force | Medical Service Corps Officer | ~10 years | Leadership and operations experience; foundation for healthcare systems management . |
External Roles
No current public company board roles disclosed; board service at GoodRx began January 2025 as a Class I Director . Any additional external board memberships are subject to Board approval per her employment agreement and company policy .
Fixed Compensation
| Component | Terms | Notes |
|---|---|---|
| Base Salary | $825,000 | Per Barnes Employment Agreement effective Jan 1, 2025 . |
| Target Annual Bonus | 100% of base salary | Based on individual and/or Company goals set by Board/committee; payable contingent on employment through year-end . |
| Signing Bonus | $550,000 | Pro-rata clawback if departure before Jan 1, 2026, except death/disability, termination without cause, or resignation for good reason . |
Performance Compensation
| Metric | Design | Target/Payout Mechanics | Vesting/Timing |
|---|---|---|---|
| Annual Cash Incentive (2025) | Company Adjusted EBITDA Margin “gate” plus pre-set revenue goals | Payout requires achieving target Adjusted EBITDA Margin; payout scales with revenue goal achievement; 0–150% max payout . | Paid after year-end if employed through the applicable date . |
| Initial RSU Award | $9,000,000 grant value | Time-vested | 25% vests Jan 15, 2026; remaining vests in 1/16 increments quarterly thereafter, subject to continued employment . |
| Initial Option Award | $9,000,000 grant value (Black-Scholes) | Time-vested | Same schedule as Initial RSU; option exercisable at any time prior to expiry, even if unvested . |
| Additional RSU Award | $2,000,000 grant value | Time-vested; severance-accelerated in certain cases | 50% vests Jan 15, 2026; remaining vests in 1/8 increments quarterly thereafter; full acceleration upon qualifying termination (see Employment Terms) . |
Equity Ownership & Alignment
- Stock ownership guidelines require the CEO to hold shares equal to 6x annual base salary; compliance deadline is the later of Jan 11, 2028 or five years from appointment; qualifying shares include vested RSUs/PSUs and certain family/trust holdings .
- Anti-hedging and anti-pledging: directors, officers, and employees are prohibited from hedging or pledging company stock absent pre-approval; policy filed with the 2024 10-K (Insider Trading Compliance Policy) .
- Clawback policy: adopted Oct 2, 2023; requires recovery of incentive compensation following an accounting restatement, regardless of misconduct .
Employment Terms
| Trigger | Cash Severance | Bonus/Cash | Benefits | Equity Treatment |
|---|---|---|---|---|
| Termination without cause or resignation for good reason | 12 months base salary | Pro-rated Target Bonus for year of termination; payment of any unpaid Signing Bonus | Company-paid COBRA premiums for 18 months | Full acceleration of Additional RSU Award . |
| CIC Termination (within 90 days prior to or within 1 year post change-in-control) | 18 months base salary | Pro-rated Target Bonus for year of termination; payment of any unpaid Signing Bonus | Company-paid COBRA premiums for 18 months | Additional 12 months of vesting credit on each outstanding time-vesting equity award; performance awards per applicable agreements . |
| Failure to commence employment on Effective Date (Company termination not for cause) | $1,650,000 lump sum | N/A | N/A | N/A . |
| 280G “Best Pay” | Applies | Payments reduced or paid in full to optimize after-tax outcome (avoid 4999 excise tax) . | N/A | N/A |
Board Governance
- Role: Class I Director; term expires at the 2027 Annual Meeting; currently serves as CEO & President .
- Committee memberships: none; current standing committees (Audit & Risk; Compensation; Innovation; Nominating & Corporate Governance) roster does not include Barnes .
- Independence: as an executive, Barnes is not independent under Nasdaq rules; GoodRx is a “controlled company,” exempt from certain Nasdaq governance requirements (e.g., fully independent committees) .
- Board leadership: Co-Chairmen Trevor Bezdek and Scott Wagner; independent committee chairs in place; lead independent director may be designated in future .
Director Compensation
Barnes is an employee director and does not receive non-employee director compensation; the A&R Director Compensation Program applies only to non-employee directors (cash retainers and RSUs) .
Performance & Track Record (under Barnes’s tenure)
| Metric | Q2 2025 | Q3 2025 |
|---|---|---|
| Revenue ($M) | $203.1 | $196.0 |
| Net Income ($M) | $12.8 | $1.1 |
| Net Income Margin (%) | 6.3% | 0.6% |
| Adjusted EBITDA ($M) | $69.4 | $66.3 |
| Adjusted EBITDA Margin (%) | 34.2% | 33.8% |
| Pharma Manufacturer Solutions Revenue ($M) | $35.0 (+32% YoY) | $43.4 (+54% YoY) |
Notable initiatives and execution highlights:
- Expanded affordability/access via Novo Nordisk collaboration to offer Ozempic/Wegovy at $499 per month self-pay through GoodRx .
- Grew manufacturer partnerships and launched pharmacy counter solutions; maintained strong adjusted EBITDA margins while managing retail landscape headwinds .
Compensation Committee Analysis
- Composition: Christopher Adams (independent), Agnes Rey-Giraud (independent), Scott Wagner (non-independent); Wagner is Chair; “controlled company” exemption permits non-fully independent composition .
- Consultant: Pay Governance engaged; no conflicts; advised on peer group, short-term incentive design, severance/CIC practices, equity strategy .
- 2024 say-on-pay support: ~99.9% approval of votes cast; committee made no significant program changes as a result .
Equity Ownership & Insider Activity Considerations
- Beneficial ownership table in the 2025 proxy lists directors and NEOs; Barnes’s specific share count is not disclosed there (likely due to timing/new appointment) .
- Form 4 trading history for Barnes is not disclosed in the proxy; ongoing monitoring of Section 16 filings is advised to assess selling pressure as large RSU tranches begin vesting from Jan 2026 (general vesting tables do not include Barnes).
Compensation Structure Analysis
- Strong alignment mechanisms: high at-risk pay via substantial time-vesting equity; CEO ownership guideline at 6x salary; clawback in place .
- Potential pressure points: sizeable RSU vesting starting Jan 15, 2026 could create periodic supply; however, anti-hedging/pledging policy mitigates misalignment risks .
- CIC provisions: double-trigger style economics (CIC termination) include extended salary continuation and additional vesting, consistent with market norms; “best pay” avoids tax gross-ups .
- Peer benchmarking: 2024 peer group centers on healthcare technology and platforms, aligning incentive metrics (Adjusted EBITDA & Adjusted Revenue) with investor focus on profitable growth .
Say-on-Pay & Shareholder Feedback
- 2024 say-on-pay received ~99.9% approval; ongoing annual say-on-pay votes expected; committee monitors investor input and risk assessment of plans .
Risk Indicators & Red Flags
- Hedging/pledging prohibited absent Board pre-approval (mitigates misalignment) .
- Clawback policy effective and aligned with SEC rules .
- Controlled company governance exemptions may raise independence concerns on Compensation/Nominating committees, though independent chairs are present and seven of eleven directors are independent .
Investment Implications
- Pay-for-performance alignment appears reasonable: significant time-vesting equity, robust ownership guidelines, and clawback support long-term alignment; CIC terms are market-standard without excise tax gross-ups .
- Execution signals under Barnes include strengthening pharma partnerships and affordability initiatives (GLP-1 collaboration), while maintaining high Adjusted EBITDA margins; near-term headwinds in retail channels are being offset by mix and contract improvements .
- Monitor insider Form 4s and upcoming RSU vest cycles beginning Jan 2026 to gauge potential selling pressure; track 2025 incentive outcomes vs. Adjusted EBITDA Margin gate and revenue targets to evaluate cash bonus realizations .
- Governance: CEO+Director dual role with Co-Chairmen structure and independent committee chairs tempers concentration risks; controlled company status warrants continued oversight of committee independence and shareholder rights .