James Reid

About James Reid

James Reid (age 62) has served as a non-employee director of Goosehead Insurance since March 2018 and is currently nominated as a Class I director for a term ending at the 2028 annual meeting . Reid is President & CEO of Higginbotham (appointed in 1989), where he implemented a “single source” model and employee ownership structure; he holds a bachelor’s degree in business administration/insurance from the University of North Texas . He serves on the Audit, Compensation, and Nominating & Governance Committees, chairing the Nominating & Governance Committee .

Past Roles

External Roles

Board Governance

• Board class/tenure: Class I director; nominated for re-election to serve until 2028; director since 2018 .
• Committee assignments:
  • Audit Committee (member; chair is Thomas McConnon) .
  • Compensation Committee (member; chair is Peter Lane) .
  • Nominating & Governance Committee (chair) .
• Independence: All three standing committees are fully independent under Nasdaq and applicable SEC rules; Audit members, including Reid, meet Rule 10A-3 independence; Compensation and Nominating & Governance members are independent .
• Board leadership: Peter Lane is Lead Independent Director .
• Meeting cadence and attendance:
  • 2024 meeting counts: Board (6), Audit (4), Compensation (3), Nominating & Governance (1) .
  • Attendance: Each director attended at least 75% of aggregate Board and committee meetings; six of seven directors attended 100%; six directors attended the 2024 annual meeting (attendance encouraged but not mandatory) .

Fixed Compensation

• Goosehead compensates non-employee directors solely with stock options; no cash retainers or meeting fees are disclosed; reasonable travel/out-of-pocket expenses are reimbursed .

Performance Compensation

• Director equity structure: Annual option grants vest in 12 equal quarterly installments over three years, subject to continued service; no performance conditions disclosed for director equity .
• Trading/alignments: Company prohibits hedging and pledging of Goosehead securities by directors .

Other Directorships & Interlocks

Expertise & Qualifications

• Insurance distribution and brokerage leadership across property/casualty, financial and HR services; scaled Higginbotham to top-20 independent U.S. brokerage, largest in Texas .
• Education: BBA/Insurance, University of North Texas .
• Governance: Chair of Nominating & Governance; member of Audit and Compensation committees .
• Cybersecurity oversight: As Audit Committee member, participates in oversight of the company’s information security program and cybersecurity risk management .

Equity Ownership

• Beneficial ownership (Record Date March 10, 2025): 101,502 Class A shares; 0.40% of Class A; combined voting power 0.27% .
• Options outstanding as of year-end:
  • 2024: 114,000 options outstanding (2018: 60,000; 2021: 19,000; 2022: 10,000; 2023: 15,000; 2024: 10,000) .
  • 2023: 104,000 options outstanding (2018: 60,000; 2021: 19,000; 2022: 10,000; 2023: 15,000) .
• Director stock ownership guidelines: Non-employee directors must hold $105,000 in Class A value within five years from December 12, 2024 (or five years from appointment for later nominees); if not met post-deadline, must retain 50% of shares net of exercise price and taxes upon option exercise until compliant .

Governance Assessment

• Strengths:
  • Multi-committee engagement and leadership (chairs Nominating & Governance; member of Audit and Compensation), indicating broad governance participation and oversight .
  • Options-only director pay structure aligns compensation with shareholder value over time; vesting promotes sustained engagement .
  • Anti-hedging and anti-pledging policy strengthens alignment and reduces risk of misaligned incentives .
  • Robust meeting cadence and strong overall attendance in 2024 support board effectiveness .
• Risks/RED FLAGS and monitoring points:
  • 2024 say-on-pay approval of 61.24% signals investor concern on executive pay; as a Compensation Committee member, Reid participates in the program’s oversight and shareholder engagement response .
  • Board-level related person transactions and family ties (Jones family) increase governance complexity; Audit Committee (including Reid) must continue strong oversight and ratification practices .
  • Stockholders Agreement preserves significant pre-IPO holder rights over major actions until thresholds change, concentrating influence in board nominations and strategic decisions; continued independent oversight is important .
• Compensation trend signal:
  • Director option grant fair value decreased year over year ($412,200 in 2023 to $276,700 in 2024), suggesting recalibration of director equity value amidst broader compensation program changes and shareholder feedback .
• Net takeaways:
  • Reid’s deep insurance operating experience and committee leadership bolster governance quality. Key investor-confidence sensitivities center on executive compensation sentiment (low say-on-pay) and concentrated ownership/control provisions; continued transparent engagement and policy alignment are critical .