Bill Wade

About Bill Wade

Independent director appointed to Goosehead Insurance’s Board on April 16, 2025; the Board determined he meets NASDAQ independence standards. Wade is a former senior partner and consultant at Bain & Company with 25+ years of experience driving AI-enabled digital transformation, operating model design, and scalable growth; education includes an MBA from Harvard Business School (Baker Scholar, Siebel Scholar) and bachelor’s/master’s degrees in accountancy from Brigham Young University. Initial SEC Form 3 filing disclosed no beneficial ownership at the time of appointment. Tenure begins in Q2 2025 and he will enter company-standard indemnification and restrictive covenant agreements.

Past Roles

External Roles

Board Governance

• Board class structure and independence: 7 directors in three staggered classes; 4 of 7 independent; Peter Lane is Lead Independent Director (pre-appointment context). Wade joins as an independent director in 2025.
• Committee memberships: Audit, Compensation, and Nominating/Governance are fully independent; Wade’s specific committee assignments were not disclosed in appointment materials.
• Attendance baseline: In 2024 the Board met 6 times; Audit (4), Compensation (3), Nominating/Governance (1). All directors met at least 75% attendance; 6 of 7 attended 100%. Wade’s 2025 attendance not yet reported.
• Governance policies applicable to directors: Code of Business Conduct and Ethics; anti-hedging and anti-pledging; Trading Policy; Disclosure Committee oversight; standard D&O indemnification.

Fixed Compensation

• Structure: Only non‑employee directors are compensated; compensation is stock option grants under the Omnibus Incentive Plan with vesting in 12 equal quarterly installments over three years, plus reimbursement of reasonable expenses. No cash retainer or meeting fees disclosed.
• 2024 Director Compensation (context for program design):

• Outstanding director option counts at 12/31/2024 (program context): e.g., Lane 125,622 total options; Reid 114,000; Jones 54,000; McConnon 47,667; Cruzado 47,367.
• Note: Wade’s specific grant(s) and amounts have not been disclosed in appointment documents or Form 3.

Performance Compensation

• Program design for directors: No cash bonus or performance metric-linked equity disclosed for directors; compensation is equity-only via stock options with standard vesting; the proxy does not specify premium-pricing for director options.
• Performance metrics table (directors): Not applicable; no KPI-linked director pay disclosed.

Other Directorships & Interlocks

Note: No shared directorships with competitors/suppliers/customers disclosed for Wade; Item 404(a) review found no transactions.

Expertise & Qualifications

Equity Ownership

• Initial beneficial ownership: Form 3 filed April 28, 2025 indicates “No securities are beneficially owned.”
• Stock ownership guidelines for non‑employee directors: Must own Class A stock with value equivalent to $105,000 within five years from Dec 12, 2024 or date of becoming a non‑employee director; if not met, must retain 50% of net shares on option exercise until compliant. Wade has five years from his appointment date.
• Anti‑hedging/pledging: Directors prohibited from hedging or pledging company stock.

Governance Assessment

• Positives for investor confidence:

  • Independence affirmed; no Item 404 related‑party transactions; entering standard indemnification and restrictive covenant agreements.
  • Deep AI/digital transformation expertise aligned with Goosehead’s stated technology and AI strategy, referenced by management on earnings call.
  • Director pay structure is equity‑only with multi‑year vesting, emphasizing long‑term alignment; stock ownership guidelines strengthen alignment expectations.

• Watch items / potential RED FLAGS:

  • Initial lack of share ownership (Form 3) means alignment depends on future purchases or option grants; monitor guideline progress and any grants.
  • Network ties: shared Bain affiliation with existing board members may pose risk of groupthink; continue to monitor independence in deliberations and committee roles once assigned.
  • Committee assignments not yet disclosed; effectiveness signal will depend on placement (e.g., technology oversight within Audit or strategy within Nominating/Governance).

Insider Filings & Trades

References

• Appointment and independence; no related-person transactions; indemnification/restrictive covenant agreements:
• Press release describing AI/digital expertise and education:
• Form 3 showing no beneficial ownership: ; POA:
• Board structure, committees, and Lead Independent Director (context):
• 2024 board/committee meeting cadence and attendance baseline:
• Director compensation program and 2024 option-based amounts (context):
• Stock ownership guidelines for directors:
• Anti-hedging/pledging policy for directors:
• Earnings call remarks linking Wade’s expertise to technology strategy: