John T. O'Connor
Goosehead InsuranceAbout John T. O'Connor
John T. O’Connor, 45, is Goosehead Insurance’s General Counsel (since May 2022) and Corporate Secretary (since 2023), with three years of service as of March 26, 2025. He oversees legal operations, regulatory compliance, policy development, and human resources; prior to Goosehead, he spent 15 years in private practice (more than a decade at Weil, Gotshal & Manges) and served as GC for an Austin real estate developer; he holds degrees from Loyola Marymount (BA), Pepperdine (MA), and SMU (JD; President, SMU Law Review) . Company pay-versus-performance disclosures evaluate CAP against Total Shareholder Return (TSR), Net Income, and Core Revenue—Core Revenue is emphasized as the most important financial performance measure .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Goosehead Insurance, Inc. | General Counsel | 2022–present | Leads legal operations, policy, regulatory compliance; Corporate Secretary from 2023 |
| Goosehead Insurance, Inc. | Corporate Secretary | 2023–present | Authored Notice of Annual Meeting; governance administration |
| Goosehead Insurance (outside counsel) | Advisor | 2019–2022 | Advised Goosehead as external counsel prior to joining |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Weil, Gotshal & Manges LLP | Attorney | 10+ years | Complex legal practice; foundation for corporate counsel expertise |
| Austin-based real estate developer | General Counsel | Prior to 2022 | Led legal function for real estate operations |
| Southern Methodist University (SMU) | President, Law Review Association | Not disclosed | Leadership and scholarship credentials |
Fixed Compensation
| Metric | 2023 | 2024 |
|---|---|---|
| Salary ($) | $346,500 | $400,000 |
| Bonus ($) | $50,000 | $70,000 |
| Option Awards ($) | $368,800 | $798,500 |
| All Other Compensation ($) | $10,046 | $17,094 |
| Total ($) | $775,346 | $1,285,594 |
| Salary Dynamics | 12/31/2023 | 12/31/2024 | Increase |
|---|---|---|---|
| General Counsel and Corporate Secretary | $346,500 | $400,000 | +15% |
Performance Compensation
| Component | Metric | Weighting | Target | Actual | Payout | Vesting |
|---|---|---|---|---|---|---|
| 2024 Cash Bonus | Discretionary (individual contributions, legal risk mitigation, compliance, HRIS rollout, Phoenix expansion) | N/A | N/A | Achievements described in CD&A | $70,000 | N/A |
| 2025 Cash Bonus Framework | Financial objectives (Revenue; revenue/expense growth rate) + Strategic/Operational | 75% Financial / 25% Strategic | Board-set at fiscal year start | Not disclosed | Not determined | N/A |
| 2024 Long-Term Equity | Stock Options (premium-priced at 110% of market) | N/A | N/A | 25,000 options granted | Grant-date FV $798,500 | Vests 1/3 annually over 3 years |
| 2024 Plan-Based Equity Award Details | Grant Date | Options (#) | Exercise Price ($) | Grant-Date Fair Value ($) |
|---|---|---|---|---|
| Stock Options | 1/2/2024 | 25,000 | $80.97 | $798,500 |
Equity Ownership & Alignment
| Beneficial Ownership (Record Date: 3/10/2025) | Class A Shares | Ownership % | Combined Voting Power |
|---|---|---|---|
| John T. O’Connor | 42,668 | 0.17% | 0.11% |
| Outstanding Equity Awards (12/31/2024) | Exercisable (#) | Unexercisable (#) | Exercise Price ($) | Expiration |
|---|---|---|---|---|
| Stock Options | 13,334 | 6,666 | 57.49 | 5/2/2032 |
| Stock Options | 6,667 | 13,333 | 35.25 | 1/3/2033 |
| Stock Options | 0 | 25,000 | 80.97 | 1/2/2034 |
- Long-term equity incentives are exclusively stock options priced at a 10% premium to grant-date market, vesting ratably over three years (one-third on each of the first, second, and third anniversaries) .
- Anti-hedging and anti-pledging: Employees and directors are prohibited from hedging or pledging Company securities (including margin accounts) .
- Stock ownership guidelines: Other NEOs must hold 2x base salary in Class A shares outright; five years from December 12, 2024 (or from becoming an NEO) to comply; if not met by deadline, must retain 50% of net shares upon option exercise until compliant .
Employment Terms
- Employment Agreements: Goosehead has not entered into employment agreements with its NEOs .
- Change-in-Control (CIC) Economics (Options): If terminated without Cause or resigns for Good Reason within six months post-CIC, unvested options immediately vest and become exercisable (double-trigger) .
- CIC Intrinsic Value (as of 12/31/2024, stock price $107.22): $1,947,326 for O’Connor .
- Clawback: Section 10D recoupment policy in place; prior restatements did not require recovery as incentive comp wasn’t implicated .
- Trading Policy: Company-wide policy governing insider trading (on file as an exhibit) .
- Tax gross-ups: Company policy does not provide tax gross-ups on compensation or benefits .
- Pension/Deferred Comp: No pension plan; no NEO participation in nonqualified deferred compensation in 2024 .
- Benefits: 401(k) match up to 3%; NEOs receive same health and welfare benefits as employees, plus access to concierge healthcare; O’Connor’s 2024 “All Other” includes $10,350 401(k) match, $6,500 healthcare, $244 LTD .
Performance & Track Record
- 2024 achievements tied to discretionary bonus: Mitigated legal and regulatory risk; advanced compliance programs; managed corporate real estate; enabled Phoenix expansion strategy; led HRIS implementation; drove shareholder-aligned outcomes .
- Governance role: Signed 2025 Annual Meeting Notice as Corporate Secretary .
- Company pay-versus-performance focuses on TSR, Net Income, and Core Revenue alignment with CAP, underscoring emphasis on durable growth metrics .
Compensation Committee & Governance
- Compensation Committee: Peter Lane (Chair), James Reid, Waded Cruzado; oversees CD&A, metrics, and program changes .
- 2024–2025 Shareholder feedback actions: Increased at-risk and formulaic pay (75% financial metrics in 2025 for NEO bonuses, including GC); adopted stock ownership guidelines; maintained premium-priced options for alignment .
- Program guardrails: No hedging/pledging; three-year vesting; 10% premium option exercise price; no employment agreements; no option repricing; no single-trigger CIC payments .
Investment Implications
- Alignment: Option-only equity, premium strike pricing, and three-year vesting tightly link O’Connor’s upside to stock appreciation and sustained performance; 2025 bonus formula adds direct linkage to revenue and efficiency outcomes .
- Retention risk: No employment agreement; however, sizeable unvested option inventory, stock ownership guideline requirements, and clawback/trading policies support retention and governance discipline .
- Selling pressure: No 2024 option exercises; anti-pledging/hedging policy reduces near-term selling/hedging signals; watch annual vesting tranches and future Form 4s for activity .
- CIC sensitivity: Double-trigger acceleration value of ~$1.95M in options indicates meaningful sensitivity to control events; underscores importance of equity value preservation .