Mark E. Jones
Goosehead InsuranceAbout Mark E. Jones
Executive Chairman and Co-Founder of Goosehead Insurance, Inc.; age 63; director since 2018; former CEO from 2003 to July 1, 2024. Background: Senior Partner and Director at Bain & Company (1991–2004) and earlier at Ernst & Young (1985–1989); B.Comm University of Alberta; MBA Harvard Business School . 2024 operating performance under his Board leadership: total revenues $314.5 million (+20% YoY), Adjusted EBITDA nearly $100 million (+43% YoY) at a 32% margin; Core Revenue +17%; Total Written Premium $3.8 billion (+29% YoY); client retention 84%, premium retention 98% . Stock performance: a $100 initial investment in GSHD grew to $259 by year-end 2024 vs. $143 for the Russell 2000, per pay-versus-performance disclosures .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Bain & Company | Senior Partner & Director | 1991–2004 | Led strategy development and execution capabilities relevant to scaling Goosehead |
| Ernst & Young (Calgary) | Professional (Audit/Accounting) | 1985–1989 | Built finance and accounting foundation applied to Goosehead’s growth |
Fixed Compensation
| Metric | 2022 | 2023 | 2024 |
|---|---|---|---|
| Salary ($) | 1,900,000 | 2,100,000 | 1,500,000 (blended CEO→Exec Chair) |
| Role | Salary as of 12/31/2023 ($) | Salary as of 12/31/2024 ($) | Change |
|---|---|---|---|
| Executive Chairman (post-succession) | 2,100,000 | 750,000 | (64)% |
Notes:
- No annual bonus in 2024 (consistent with market practice for Executive Chairman); none as CEO through June 2024 .
- All other compensation (401(k) match, health and LTD benefits) totaled $16,658 in 2024 .
Performance Compensation
| Incentive Type | 2024 Grant Date | Shares/Options | Exercise Price ($) | Vesting | Premium Over Market | Grant Date Fair Value ($) |
|---|---|---|---|---|---|---|
| Stock Options | 1/2/2024 | 130,000 | 80.97 | 1/3 annually over 3 years (service-based) | 10% | 4,152,200 |
Performance Framework for 2024 (Executive Chairman):
- Short-term incentive: Not applicable; no bonus .
- Long-term incentive: Premium-priced options; payout contingent on stock appreciation above 110% of grant-date market price and continued service; vesting schedule promotes multi-year alignment .
Equity Ownership & Alignment
| Holder | Class A Shares | Class A % | Class B Shares | Class B % | Combined Voting Power |
|---|---|---|---|---|---|
| Mark E. Jones | 772,028 (incl. 520,668 exercisable options within 60 days) | 3.02% | 12,350,104 | 98.37% | 34.45% |
Stock Ownership Policies and Alignment:
- Executive stock ownership guideline: 5x base salary; Mr. Jones currently satisfies the guideline .
- Anti-hedging and anti-pledging: Strict prohibitions for employees and directors (no margin pledging, derivatives, collars, etc.) .
- Trading policy governs insider transactions; filed as an exhibit to the 10-K .
- Voting Agreement: Certain family/trust holdings vote as directed by Mr. Jones, reinforcing control alignment; transfer restrictions apply .
Outstanding Options (as of 12/31/2024):
| Option Block | Exercisable (#) | Unexercisable (#) | Exercise Price ($) | Expiration |
|---|---|---|---|---|
| 4/1/2030 grant | 234,000 | — | 40.88 | 4/1/2030 |
| 1/3/2032 grant | 100,000 | 50,000 | 143.24 | 1/3/2032 |
| 1/3/2033 grant | 66,667 | 133,333 | 38.78 | 1/3/2033 |
| 1/2/2034 grant | — | 130,000 | 80.97 | 1/2/2034 |
Insider Option Activity (2024):
| Name | Shares Acquired on Exercise (#) | Value Realized ($) |
|---|---|---|
| Mark E. Jones | 45,324 | 3,364,496 |
Employment Terms
| Item | Terms |
|---|---|
| Employment agreement | None; the company does not enter into employment agreements with NEOs |
| Clawback (Recoupment) | Section 10D-compliant clawback for incentive-based comp upon restatement; no recoveries required for past balance sheet classification corrections |
| Change-in-control | If terminated without Cause or resigns for Good Reason within 6 months post-CoC, all options become immediately vested and exercisable |
| Accelerated vesting value (12/31/2024 prices) | $12,537,811 for Mr. Jones |
| Severance multiples | Not disclosed; no guaranteed cash severance detailed in proxy |
| Non-compete / Non-solicit / Garden leave | Not disclosed |
| Benefits/perquisites | Standard employee benefits plus concierge healthcare access for senior executives |
Board Governance
- Role and tenure: Executive Chairman since July 1, 2024; director since 2018; co-founder .
- Board structure: 7 directors in classified board; removal only for cause with 75% super-majority; four independent directors (Lane, Reid, McConnon, Cruzado); Peter Lane is Lead Independent Director and presides over executive sessions .
- Committee composition: All committees fully independent. Audit (McConnon chair; Lane; Reid), Compensation (Lane chair; Cruzado; Reid), Nominating & Governance (Reid chair; Cruzado; Lane). Mr. Jones is not listed on any committee .
- Attendance: In 2024, Board met 6 times; Audit 4; Compensation 3; N&G 1. Each director attended ≥75% of meetings; six of seven attended 100% .
- Pre-IPO LLC Member rights: While certain historical members (including Mr. Jones) hold ≥10% of shares, they may designate a majority of Company nominees and Chairman; approval rights over key corporate actions per Stockholders Agreement; these rights have not been utilized to designate nominees .
- Succession: Board-approved CEO succession plan effective July 1, 2024 transitioning Mr. Jones to Executive Chairman and Mr. Miller to CEO; Compensation Committee evaluated post-succession pay structures .
Compensation Program Context (Company-Level)
Say-on-pay and shareholder feedback:
| Item | Detail |
|---|---|
| 2024 say-on-pay approval | 61.24% approval; below typical norms; prompted program redesign |
| Actions taken | Increased at-risk pay; formulaic bonus metrics weight rising to 75% in 2025; formal ownership guidelines; enhanced disclosures; maintained premium-priced options; independent consultant (Semler Brossy) engaged |
Peer group methodology:
| Aspect | Detail |
|---|---|
| Approach | Adjacent industry peers emphasizing growth, tech-enabled models, comparable scale (0.33–3.0x revenue/market cap), strong 1Y/3Y growth (>10%), high MV/revenue multiples |
| Peer group | 22 companies (mix of software/fintech and two insurance peers), including Kinsale, Palomar, BlackLine, Braze, Upwork, nCino, C3.ai, etc. |
Related Party Transactions and Family Relationships
| Transaction/Relationship | 2024 Amount/Detail |
|---|---|
| Tax Receivable Agreement payments to Pre-IPO LLC Members | $5,371,803.84 aggregate; 85% of realized tax savings from 2023; reviewed/ratified by Audit Committee |
| Payments to Jones-related parties under TRA | $3,082,199.16 to Mark & Robyn Jones Descendants Trust; $241,642.38 to Serena Jones; $162,855.03 to Desiree Coleman |
| Family relationships | Mr. Jones married to Robyn Jones (Vice Chairman, director); father of CFO Mark E. Jones, Jr.; son-in-law P. Ryan Langston (Special Advisor) |
| Governance agreements | Stockholders Agreement and Amended LLC Agreement establish approval and redemption/exchange mechanics maintaining one-for-one alignment between Class A and LLC Units; Pre-IPO LLC Member governance rights while substantial ownership persists |
Performance & Track Record
| Year | GSHD TSR ($100→$) | Russell 2000 TSR ($100→$) | Net Income ($) | Core Revenue ($) |
|---|---|---|---|---|
| 2020 | 297 | 120 | 18,755,000 | 95,068,000 |
| 2021 | 314 | 138 | 8,296,000 | 133,420,000 |
| 2022 | 83 | 109 | 2,630,000 | 188,171,000 |
| 2023 | 183 | 128 | 23,696,000 | 233,007,000 |
| 2024 | 259 | 143 | 49,113,000 | 273,737,000 |
Operational highlights (2024):
- “Rule of 50”: Revenue growth 20% + Adjusted EBITDA margin 32% .
- First $1B quarter in Total Written Premium; $3.8B full-year total (+29%) .
- Share repurchase: >$63 million in Class A buybacks .
- Technology and expansion: QTI integrations with two carriers; Phoenix corporate office launch .
- Client retention 84%; premium retention 98% .
Risk Indicators & Red Flags
- Low 2024 say-on-pay support (61.24%) indicating shareholder misalignment concerns; program changes implemented for 2025 .
- Concentrated insider voting control (Mr. Jones family entities) wielding 34.45% combined voting power; governance rights for Pre-IPO LLC Members (including potential veto influence over key corporate actions while substantial ownership remains) .
- Related-party TRA cash flows to Jones-related parties; liquidity sensitivity if TRA payments exceed realized tax benefits .
- Classified board and 75% supermajority removal threshold can entrench incumbents; independence mitigants include lead independent director and fully independent committees .
- Section 16(a) delinquent filings: one late Form 4 (gift) for Mr. Jones; a late filing for director Cruzado .
Investment Implications
- Alignment: Significant skin-in-the-game via 34%+ voting power, strict anti-hedging/anti-pledging, and 5x salary ownership guideline compliance underpin long-term orientation; premium-priced options further tie value to stock appreciation .
- Overhang and control: Concentrated control and Pre-IPO governance rights may limit external influence and strategic flexibility; classified board and supermajority removal thresholds reduce takeover optionality .
- Compensation trajectory: Executive Chairman cash comp reset materially lower post-succession (salary cut 64%, no bonus), with equity as primary lever; 2024 option exercises realized $3.36M, but vesting and premium pricing temper immediate selling pressure .
- Event risk: In CoC scenarios, option acceleration for Mr. Jones ($12.5M intrinsic value as of 12/31/2024) increases transaction costs; TRA obligations can strain acquirer/newco liquidity .
- Execution track record: Strong revenue/EBITDA performance and system-wide premium growth despite industry headwinds reflect durable model and leadership continuity through succession; watch 2025 pay metric calibration given 2024 bonus underpayout learning curve .