Thomas McConnon
Goosehead InsuranceAbout Thomas McConnon
Independent director since February 2022; age 50 as of March 26, 2025. Audit Committee Chair and SEC-defined “audit committee financial expert.” Background spans CIO/Managing Member at Whitebark Investors LP, prior senior investing roles at Wildcat Capital, Indaba Capital Management, TPG Capital, Bain Capital, and BCG. Education: AB magna cum laude (Harvard) and MBA (Stanford, Arjay Miller Scholar). Selected for board for finance, operations, and accounting expertise .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| TPG Capital | Principal; sat on boards of Sabre Holdings and Creative Artists Agency (CAA); advisor to Mammoth Mountain Ski Area | 2004–2010 | Large-scale PE investing and board oversight |
| Indaba Capital Management | Founding Investment Partner | 2010–2018 | Public and private investment strategy |
| Wildcat Capital | Head of Public Equities and Chief Economist | Prior to Whitebark; joined October 2018 | Led public equities team |
| Bain Capital; The Boston Consulting Group | Investment/Consulting roles | — | Strategy and operations foundations |
External Roles
| Organization | Role | Status | Notes |
|---|---|---|---|
| Whitebark Investors LP | Chief Investment Officer and Managing Member | Current | Oversees investments across public/private portfolios |
| Wildcat Capital | Head of Public Equities and Chief Economist | Prior | Led public equities investment team |
Board Governance
- Independence: Determined independent under Nasdaq and SEC rules; one of four independent directors (with Lane, Reid, Cruzado) .
- Committee assignments: Audit Committee Chair; committee is fully independent; McConnon and Lane designated “audit committee financial experts” .
- Attendance: 2024 meeting cadence—Board 6x; Audit 4x; Compensation 3x; Nominating 1x; each director attended ≥75% with six of seven at 100% .
- Lead Independent Director: Peter Lane; leads executive sessions, agenda input, and shareholder availability .
- Oversight scope: Audit oversees financial reporting, internal controls, related-party reviews, pre-approval of auditor services, and cybersecurity program .
Fixed Compensation
| Component | Amount | Notes |
|---|---|---|
| Annual cash retainer | $0 | Non-employee directors are compensated via stock options only; no cash retainers disclosed . |
| Committee membership fees | — | Not disclosed in proxy . |
| Committee chair fees | — | Not disclosed in proxy . |
| Meeting fees | — | Not disclosed in proxy . |
Performance Compensation
| Metric | 2024 | Vesting | Notes |
|---|---|---|---|
| Option Awards ($) | $276,700 | 12 equal quarterly installments over 3 years | Aggregate grant-date fair value under FASB ASC 718 . |
| Options Granted (#, 2024) | 10,000 | 12 equal quarterly installments over 3 years | “2024 Options – 10,000” per proxy footnote . |
| Options Granted (#, 2023) | 15,000 | 12 equal quarterly installments over 3 years | “2023 Options – 15,000” . |
| Options Granted (#, 2022) | 10,000 | 12 equal quarterly installments over 3 years | “2022 Options – 10,000” . |
| Appointment Options (#) | 12,667 | 12 equal quarterly installments over 3 years | Granted upon initial appointment; total outstanding shown . |
| Total Options Outstanding (#) | 47,667 | — | Sum across appointment, 2022, 2023, 2024 grants . |
Other Directorships & Interlocks
| Company | Role | Interlock/Notes |
|---|---|---|
| Sabre Holdings | Director (prior, while at TPG) | Board experience in tech/travel; no current interlock disclosed . |
| Creative Artists Agency (CAA) | Director (prior, while at TPG) | Entertainment industry board experience; no current interlock disclosed . |
| Mammoth Mountain Ski Area | Advisor to Board (prior, while at TPG) | Advisory role; no current interlock disclosed . |
| Whitebark-affiliated funds (WPEP; Whitebark Core Master Fund LP) | CIO role at Whitebark; funds beneficially own GSHD shares | 266,382 (WPEP) and 72,626 (Core Master Fund) Class A shares; McConnon may be deemed beneficial owner via management role . |
Expertise & Qualifications
- SEC-defined audit committee financial expert; chairs Audit Committee overseeing reporting, controls, related-party review, and cybersecurity .
- Deep investing and operational background across PE and hedge funds (TPG, Indaba, Wildcat, Whitebark) .
- Academic credentials: Harvard AB magna cum laude; Stanford MBA (Arjay Miller Scholar) .
Equity Ownership
| Holder | Class A Shares | % of Class A | Class B Shares | Combined Voting Power |
|---|---|---|---|---|
| Thomas McConnon (beneficially, including fund-managed positions) | 374,177 | 1.50% | — | 1.00% |
| Breakout: Whitebark Core Master Fund LP | 72,626 | — | — | — |
| Breakout: Wildcat Public Equity Partners, LLC (WPEP) managed by Whitebark | 266,382 | — | — | — |
| Options Outstanding | 47,667 | — | — | — |
Additional alignment and safeguards:
- Director stock ownership guideline: $105,000 value in Class A common stock within 5 years from December 12, 2024; retain 50% of net shares on option exercise until compliant .
- Anti-hedging and anti-pledging policy: hedging and pledging of Company stock prohibited; no pledging disclosed .
- Section 16(a) compliance: Company reports only one late Form 4 for Mark E. Jones (gift) and one late Form 4 for Waded Cruzado (purchase) in 2024; no delinquency noted for McConnon .
Governance Assessment
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Strengths
- Independence and financial expertise: Independent director and Audit Chair with SEC “financial expert” designation, supporting robust oversight of reporting, controls, related-party reviews, and cybersecurity—key for investor confidence .
- Engagement: Board/committee cadence with strong attendance across directors (≥75%, six of seven at 100%), indicating active governance; Audit met quarterly .
- Ownership alignment: Meaningful beneficial Class A ownership via Whitebark-managed funds (total 374,177 shares, 1.50%); director ownership guidelines further align interests .
- Director pay structure: Equity-only compensation in options encourages long-term value creation; no cash retainers or meeting fees disclosed .
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Risks/RED FLAGS
- Potential conflict perception: As CIO/Managing Member of Whitebark, which beneficially owns GSHD shares, McConnon may be deemed beneficial owner of fund-held shares; while common in public boards, fund trading in GSHD could create perceived conflicts necessitating clear recusal protocols on sensitive matters .
- Control features in governance framework: Supermajority removal (75% of voting power) for directors and significant rights retained by Pre-IPO LLC Members (e.g., approval of key corporate actions and designation of a majority of nominees while ownership threshold met) may limit shareholder flexibility and heighten governance risk perceptions despite independent committee structures .
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Signals
- Audit Committee independence and cybersecurity oversight are positives for risk governance .
- No director cash pay and option vesting over 3 years signals pay-for-performance in board compensation .
Overall, McConnon’s profile combines independent financial oversight and material ownership alignment. Monitoring is warranted for any transactions or decisions involving Whitebark-managed positions in GSHD to avoid conflicts and ensure continued investor confidence .