Mark E. Jones, Jr.
Goosehead InsuranceAbout Mark E. Jones, Jr.
Chief Financial Officer of Goosehead Insurance, Inc. since September 2022; age 33. Joined Goosehead in 2016 (controller), promoted to VP Finance in 2020, and instrumental to Goosehead’s 2018 IPO; prior experience in Ernst & Young’s Audit practice focused on financial services; education: B.S. Accounting and M.S. Finance from Texas A&M University; CPA . Under his tenure, the company reported 2024 total revenue growth of 20% to $314.5M and 43% growth in adjusted EBITDA with a 32% margin; TSR index value reached 259 in 2024 (based on a fixed $100 initial investment methodology) .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Goosehead Insurance, Inc. | Controller; VP Finance; CFO | 2016–present | Led SEC reporting, FP&A, finance team; instrumental to 2018 IPO; oversees reporting, budgeting, treasury, IR, and corporate partnerships |
| Ernst & Young | Audit practice (financial services) | Not disclosed | External audit expertise supporting CFO responsibilities |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Not disclosed | — | — | — |
Fixed Compensation
| Metric | 2022 | 2023 | 2024 |
|---|---|---|---|
| Salary ($) | 234,153 | 325,000 | 375,000 |
| Bonus ($) | 85,217 | 196,865 | 140,250 |
| All Other Compensation ($) | 15,029 | 16,546 | 17,094 |
| Total ($) | 4,080,314 | 1,153,361 | 2,608,444 |
Notes:
- 401(k) matching policy: 100% match up to 3% of comp; CFO match $10,350 in 2024; benefits include medical, dental, vision, HSA/FSAs, life, disability; concierge healthcare access for senior execs .
- No employment agreements are in place for NEOs .
Performance Compensation
| Component | Metric | Weight | Target | Actual/Payout | Vesting |
|---|---|---|---|---|---|
| Annual Bonus (Financial) | Core Revenue (non-GAAP) | 25% | Pre-set target | Earned 20% of this tranche; financial factor contributed 10% overall | Cash; annual |
| Annual Bonus (Financial) | Pre-contingency Adjusted EBITDA (non-GAAP) | 25% | Pre-set target | Earned 0%; financial factor contributed 10% overall | Cash; annual |
| Annual Bonus (Strategic/Operational) | Strategic priorities (retention, productivity, headcount, cost structure, QTI adoption, geographic expansion) | 50% | Committee assessment | 100% payout for strategic/operational tranche | Cash; annual |
| Annual Bonus (Total) | Target $255,000 | — | — | $140,250 total payout ($12,750 financial + $127,500 strategic) | Cash; annual |
| Long‑Term Equity | Stock options (premium‑priced at 110% of grant‑date close) | — | 65,000 options granted on 1/2/2024 at $80.97 | Grant date fair value $2,076,100 | 3-year ratable vesting (1/3 each year) |
Program design notes:
- Premium‑priced options (10% above market) ensure no value unless stock appreciates ≥10%; viewed favorably by a majority of engaged shareholders .
- Anti‑hedging and anti‑pledging policy; clawback policy compliant with Section 10D; 2024 restatement did not trigger recovery .
- Say‑on‑pay approval in 2024 was 61.24%; led to increased at‑risk pay and clearer metrics; 2025 bonus weight shifts to 75% financial metrics for NEOs (incl. General Counsel); Executive Chairman ineligible for 2025 bonus .
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Beneficial Ownership | 170,677 Class A shares (0.68%) and 215,553 Class B shares (1.72%); combined voting power 1.02% as of 3/10/2025 |
| Voting Agreement | Certain shares subject to Voting Agreement directed by Mark E. Jones; shared beneficial ownership noted for CFO’s holdings |
| Options – Exercisable | 35,000 @ $44.14 (exp. 1/2/2030); 23,334 @ $130.22 (exp. 1/3/2032); 10,000 @ $48.15 (exp. 5/13/2032); 43,334 @ $41.51 (exp. 10/31/2032); 11,667 @ $38.78 (exp. 1/3/2033) |
| Options – Unexercisable | 11,666 @ $130.22 (exp. 1/3/2032); 5,000 @ $48.15 (exp. 5/13/2032); 21,666 @ $41.51 (exp. 10/31/2032); 23,333 @ $38.78 (exp. 1/3/2033); 65,000 @ $80.97 (exp. 1/2/2034) |
| 2024 Option Exercises | None by CFO (0 shares; $0 realized) |
| Stock Ownership Guidelines | NEOs must own 2x base salary in Class A shares within 5 years of 12/12/2024; retention of 50% of net shares upon option exercise until compliant; CFO compliance status not specified |
| Anti‑Hedging/Pledging | Hedging and pledging of company stock prohibited |
Outstanding Options Detail
| Grant Date | Exercisable (#) | Unexercisable (#) | Exercise Price ($) | Expiration |
|---|---|---|---|---|
| 1/2/2030 (legacy grant) | 35,000 | — | 44.14 | 1/2/2030 |
| 1/3/2032 | 23,334 | 11,666 | 130.22 | 1/3/2032 |
| 5/13/2032 | 10,000 | 5,000 | 48.15 | 5/13/2032 |
| 10/31/2032 | 43,334 | 21,666 | 41.51 | 10/31/2032 |
| 1/3/2033 | 11,667 | 23,333 | 38.78 | 1/3/2033 |
| 1/2/2034 (2024 grant) | — | 65,000 | 80.97 | 1/2/2034 |
Employment Terms
- Employment agreements: none for NEOs; no guaranteed payouts; no excessive perquisites; no tax gross‑ups; no option repricing .
- Change‑in‑control: Double‑trigger acceleration—if terminated without Cause or resigns for Good Reason within six months following a Change in Control, options immediately vest and become exercisable; CFO’s intrinsic value under such acceleration estimated at $5,022,183 (assuming $107.22 closing price on 12/31/2024) .
- Non‑compete/non‑solicit/garden leave: not disclosed.
- Deferred comp/pension: no pension; no nonqualified deferred comp; defined contribution plan with 3% match vesting over 4 years .
Compensation Structure Analysis
- Cash vs equity mix: Options dominate CFO compensation ($2.076M option grant fair value in 2024), reinforcing pay-for-performance via premium-priced options .
- Metrics and calibration: 2024 bonus financial metrics (Core Revenue, pre‑contingency Adjusted EBITDA) were initially miscalibrated relative to performance, resulting in a below‑expectation financial payout despite strong results; the Committee increased financial weighting to 75% and refined metrics for 2025 .
- Governance and shareholder feedback: 61.24% say‑on‑pay approval prompted formal shareholder outreach, independent consultant engagement (Semler Brossy), stock ownership guidelines, and clearer metric disclosure .
Related Party Transactions and Governance Considerations
- Family relationships: CFO is son of Executive Chairman Mark E. Jones and Vice Chairman Robyn Jones; family members received option compensation and TRA payments ratified by Audit Committee .
- Tax Receivable Agreement (TRA): Company paid $5,371,803.84 in 2024 to Pre‑IPO LLC Members (85% of realized tax savings), including payments to entities affiliated with the Jones family; TRA obligations could negatively impact liquidity under certain scenarios .
- Stockholders Agreement: While Substantial Ownership Requirement remains met, Pre‑IPO LLC Members must approve key corporate actions and can designate a majority of board nominees; approval is required for hiring/termination and compensation terms of CFO and other key officers, implying governance influence and potential retention dynamics .
Investment Implications
- Alignment: CFO holds meaningful direct and indirect equity (Class A and B) with anti‑hedging/pledging restrictions and premium‑priced options; structure tightly links compensation to long‑term TSR and profitability outcomes .
- Retention and selling pressure: 3‑year ratable vesting across multiple option grants through 2034 and no 2024 exercises suggest limited near‑term selling pressure; double‑trigger CIC acceleration creates event‑driven optionality and potential dilution if a transaction occurs .
- Governance and risk: Family voting agreements, TRA cash outflows, and Stockholders Agreement influence can be double‑edged—support strategic continuity but introduce related‑party and control risks; 2024 say‑on‑pay feedback has catalyzed improvements in pay-for-performance rigor .
- Performance linkage: Bonus recalibration to 75% financial metrics and continued use of premium‑priced options increase sensitivity of CFO pay to Core Revenue and Adjusted EBITDA execution, aligning incentives with Goosehead’s stated “Rule of 50” growth/profitability ambitions .