Mark K. Miller
Goosehead InsuranceAbout Mark K. Miller
Goosehead Insurance’s CEO and President since July 1, 2024, and a director since March 2018; age 60. Career credentials span CFO and operational leadership across Vista Equity portfolio companies (Marketo, Finastra, Active Network) and Pluralsight; prior 18-year tenure at Sabre including CFO; education: B.S. Accounting (Texas Tech), MBA Finance (Rice) . Under his executive leadership transition, Goosehead delivered 2024 revenue growth of 20% to $314.5M, Adjusted EBITDA up 43% to ~$100M with 32% margin, client retention stabilized at 84% and premium retention at 98%; since the April 2018 IPO (when Miller was already a director), TSR exceeded 800% versus just over 100% for the S&P 500, per February 2024 disclosure .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Pluralsight (Vista Equity) | Chief Financial Officer | Jun 2021–May 2022 | Led finance while company was portfolio asset; transitioned to Goosehead President/COO in 2022 . |
| Finastra (Vista Equity) | Chief Financial Officer | Jun 2018–Jun 2019 | Led finance, accounting, tax, procurement, facilities across global software platform . |
| Marketo (Vista Equity) | Chief Financial Officer | Apr 2017–Apr 2019 | Helped execute sale to Adobe for $4.75B in Oct 2018; drove PE-backed transformation . |
| Active Network (Vista Equity) | Chief Financial Officer | 2014–2016 | Drove operational/financial improvements in vertical SaaS platform . |
| LHP Hospital Group | Chief Financial Officer | 2013–2014 | Healthcare operator finance leadership . |
| Sabre Holdings | CFO (2010–2013); multiple operating/finance roles over 18 years | ~1992–2013 | Instrumental in Sabre IPO and ~$5B take-private; deep operational finance experience . |
| Early career | Ernst & Young; LTV Corporation; Hertz | N/A | Foundational accounting/finance roles . |
External Roles
- No other current public-company directorships are mentioned in the proxy biography; Miller has been a Goosehead director since 2018 (Class I) .
Fixed Compensation
| Metric | 2023 | 2024 |
|---|---|---|
| Base Salary ($) | 550,000 | 750,000 (as CEO at 12/31/24) |
| Target Annual Bonus ($) | 650,000 (pre-CEO) | 700,000 blended target for 2024 (COO→CEO midyear) |
| Actual Bonus Paid ($) | 618,719 | 385,000 |
Notes:
- On appointment to CEO effective Jul 1, 2024, base salary increased to $750,000 and annual bonus opportunity to $750,000; also received 50,000 premium-priced options vesting over three years .
- Non-GAAP metrics (Core Revenue, pre-contingency Adjusted EBITDA) underpin formulaic bonus; see Performance Compensation .
Performance Compensation
2024 annual bonus structure: 50% formulaic on financial metrics (Core Revenue; pre-contingency Adjusted EBITDA), 50% on strategic/operational goals; thresholds set by the Compensation Committee, with 90% minimum for any financial payout and 125% maximum; for 2025, weighting shifts to 75% financial / 25% strategic .
| Metric | Weight | Target | Actual/Payout | Notes/Vesting |
|---|---|---|---|---|
| Core Revenue (non-GAAP) | 25% | Predetermined (not disclosed) | 20% of segment earned | Annual cash bonus component; threshold 90% of target for any payout . |
| Pre-contingency Adjusted EBITDA (non-GAAP) | 25% | Predetermined (not disclosed) | 0% of segment earned | Annual cash bonus component; threshold 90% of target . |
| Strategic & Operational Objectives | 50% | Qualitative (Board-set) | 100% earned | Goals spanned growth, cost structure/margin, headcount/retention, QTI tech adoption, geographic expansion . |
- Resulting 2024 payout: $385,000 on a $700,000 blended target (10% financial factor on 50% weighting; 100% on 50% strategic) .
Long-term equity incentives (premium-priced stock options):
- 2024 grants: 80,000 options at $80.97 (Jan 2, 2024); 50,000 options at $61.35 (Jul 1, 2024), both priced at a 10% premium over market and vesting ratably over three years (1/3 each year), subject to continued service .
- Philosophy: all NEO long-term equity in premium-priced options; no value unless stock appreciates ≥10% above grant-date close and executive remains through vest; aligns with shareholder returns .
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Beneficial Ownership | 222,334 shares of Class A (0.88% of Class A outstanding); 0 Class B; combined voting power 0.59% . |
| Options – Exercisable | 152,334 shares: 19,000 @ $131.87 (exp. 1/4/2031); 120,000 @ $48.15 (5/13/2032); 13,334 @ $38.78 (1/3/2033) . |
| Options – Unexercisable | 216,666 shares: 60,000 @ $48.15; 26,666 @ $38.78; 80,000 @ $80.97; 50,000 @ $61.35 . |
| 2024 Option Exercise | 61,622 shares exercised; value realized $6,174,449 . |
| Stock Ownership Guidelines | CEO required ≥5x base salary in Class A stock owned outright; Miller currently complies . |
| Hedging/Pledging | Prohibited for employees and directors; no pledging or margin holding permitted . |
| Clawback | Compensation Recoupment Policy per Exchange Act 10D; restatement-related clawback framework in place . |
Equity plan overhang:
- Outstanding options under Omnibus Plan: 3,263,057 shares; weighted-average exercise price $68.50; only 22,375 shares remaining available for issuance under plans as of 12/31/2024 (ex-ESPP) .
Employment Terms
| Provision | Terms |
|---|---|
| Employment Agreement | None; company does not use NEO employment agreements . |
| Severance | Not specified; no automatic acceleration on termination per “What we don’t do” . |
| Change in Control | Double-trigger: if within 6 months post-CoC, termination without Cause or resignation for Good Reason, options vest immediately; intrinsic value for Miller at 12/31/2024: $9,762,721 at $107.22 stock price . |
| Tax Gross-Ups | Not provided; company policy disfavors gross-ups . |
| Non-Compete/Non-Solicit | Not disclosed in proxy; Trading Policy and governance policies in place . |
Board Governance
- Board service: Director since 2018; Class I director, nominated for term ending 2028 at the 2025 Annual Meeting .
- Committees: All standing committees (Audit, Compensation, Nominating & Governance) are fully independent; Miller is an executive director and not listed as independent (independents are Lane, Reid, McConnon, Cruzado) .
- Lead Independent Director: Peter Lane; presides over executive sessions; coordinates agendas and shareholder interactions .
- Attendance: In 2024, the Board met 6 times; each director attended ≥75%, six of seven attended 100% .
- Dual-role implications: CEO plus director role is mitigated by an Executive Chairman (Mark E. Jones) and a Lead Independent Director, with independent committees overseeing audit, compensation, and governance, and a pay program increasingly tied to measurable performance .
Director/Executive Compensation Governance and Shareholder Feedback
- Say-on-Pay 2024 approval: 61.24%; following outreach to holders representing ~56% of Class A shares, the Compensation Committee increased at-risk pay, moved short-term incentives to 75% financial metrics for 2025, adopted stock ownership guidelines, and maintained premium-priced option policy .
- Anti-hedging/pledging and clawback policies in effect; no option repricing; no single-trigger CoC payments .
Performance & Track Record
| Performance Indicator | 2023 | 2024 |
|---|---|---|
| Total Revenues ($) | — | 314.5M; +20% YoY |
| Adjusted EBITDA (non-GAAP) | — | ~100M; +43% YoY; 32% margin |
| Client Retention | — | 84% (clients); 98% premium retention |
| “Rule of 50” | — | Achieved (20% revenue growth + 32% Adj. EBITDA margin) |
| IPO-to-date TSR (to Feb 21, 2024) | — | >800% (vs S&P 500 just over 100%) |
Note: Non-GAAP metrics per company definitions in 10-K MD&A .
Compensation Structure Analysis
- Mix shift to performance: 85.8% of CEO 2024 target pay at risk; 71.6% in premium-priced options; 2025 bonus 75% tied to financial metrics (revenue and revenue/expense growth) .
- Equity form: Continued use of premium-priced options (10% above market) to ensure value only if shareholders gain; vesting over three years promotes retention while aligning incentives with TSR .
- No guaranteed payouts, no repricings, no gross-ups; stock ownership guidelines instituted (CEO 5x salary) and met .
Risk Indicators & Red Flags
- Moderate Say-on-Pay support (61.24%) signals governance/comp alignment scrutiny; committee responded with structural changes for 2025 .
- Concentrated control: Jones family and Pre-IPO LLC Members retain significant voting and governance rights via Stockholders Agreement (approval rights on key actions; nomination rights while substantial ownership persists) and Voting Agreement; limits external influence and could affect independence perceptions .
- Insider liquidity: 2024 option exercises generated $6.17M in realized value for Miller; watch for potential selling pressure around vesting/exercise windows, though hedging/pledging is prohibited .
- Change-in-control economics: Double-trigger acceleration with meaningful intrinsic value; limited severance optics as no employment agreement disclosed .
Compensation & Ownership Details (Selected Tables)
2024 Grants and Outstanding Equity
| Award/Grant | Shares | Exercise Price | Vesting | Term |
|---|---|---|---|---|
| Option grant (Jan 2, 2024) | 80,000 | $80.97 | Ratable over 3 years | 10-year term typical; table shows open through 2034 . |
| Option grant (Jul 1, 2024) | 50,000 | $61.35 | Ratable over 3 years | Expires 7/1/2034 . |
| Options outstanding (exercisable) | 152,334 | See strikes above | N/A | Expirations: 2031–2034 . |
| Options outstanding (unexercisable) | 216,666 | See strikes above | N/A | Expirations: 2032–2034 . |
Bonus Payout Math (2024)
| Component | Weight | Earned % | Dollar Payout |
|---|---|---|---|
| Financial measures (Core Rev, pre-contingency Adj. EBITDA) | 50% | 10% (20% Core Rev, 0% Adj. EBITDA → 10% blended) | $35,000 (of $700,000 target) |
| Strategic/Operational objectives | 50% | 100% | $350,000 |
| Total | 100% | — | $385,000 |
Beneficial Ownership (as of Mar 10, 2025)
| Holder | Class A Shares | % Class A | Class B Shares | Combined Voting Power |
|---|---|---|---|---|
| Mark K. Miller | 222,334 | 0.88% | — | 0.59% |
Employment Contracts, Severance, CoC
| Item | Provision |
|---|---|
| Employment Agreement | None (company does not use NEO employment agreements) . |
| Severance Multiples | Not disclosed; company “does not provide enhanced severance benefits” per policy matrix . |
| CoC Acceleration | Double-trigger only; intrinsic value at 12/31/2024 of options to accelerate: $9,762,721 . |
| Single-trigger Payments | Not provided (policy: no single-trigger) . |
| Clawback | In place pursuant to SEC rules (Section 10D) . |
Investment Implications
- Alignment strong: High at-risk mix, premium-priced options, 5x ownership requirement (met), and anti-hedging/pledging improve incentive alignment and reduce agency risk .
- Execution track: 2024 “Rule of 50” performance, margin expansion, and retention stabilization support confidence in Miller’s operational stewardship into a potentially improving P&C pricing environment .
- Watch governance optics: 61% Say-on-Pay and concentrated founder control increase sensitivity to comp design and board independence; however, enhanced 2025 metrics weighting and independent committees/lead director mitigate some concerns .
- Trading signals: Significant in-the-money optionality and recent exercises may create episodic selling pressure around vesting/exercise windows; monitor Form 4s and blackout schedules, though hedging/pledging is barred .
- CoC outcomes: Meaningful double-trigger equity acceleration could influence deal dynamics; limited cash severance exposure given absence of employment agreement .