Waded Cruzado
Goosehead InsuranceAbout Waded Cruzado
Independent Class III director of Goosehead Insurance, Inc. since February 2022; age 65. President of Montana State University since 2010 with recognized leadership roles including a presidential appointment to the Board for International Food and Agricultural Development (2012–2020). Holds a bachelor’s degree from the University of Puerto Rico and master’s and doctoral degrees from the University of Texas at Arlington .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| PayneWest Insurance | Director (former) | Prior to April 2021 acquisition | Insurance industry board experience |
| Board for International Food and Agricultural Development (U.S.) | Board Member | 2012–2020 | Federal advisory board service; reappointed 2017 |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Montana State University | President | 2010–present | Led enrollment growth; statewide higher-education leadership recognition (2011 Michael P. Malone Educator of the Year) |
| Montana Equal Pay for Equal Work Task Force | Member | Began 2013 | State policy task force service |
Note: Robyn Jones (GSHD Vice Chair) received an honorary Doctor of Humane Letters from Montana State University; recognition disclosed, not a related-party transaction .
Board Governance
- Structure and independence: 7-member, classified board; GSHD determined Cruzado is independent under Nasdaq/SEC rules. Lead Independent Director is Peter Lane .
- Committees: Compensation Committee member; Nominating & Governance Committee member; not on Audit Committee .
- Attendance and engagement: In 2024, the Board met 6 times; Compensation 3, Audit 4, Nominating & Governance 1. Each director attended ≥75% of aggregate meetings, with 6 of 7 at 100% .
- Stockholder rights environment: Pre-IPO LLC Members retain significant approval rights and may designate a majority of company nominees while ownership threshold persists, and certain super-majority removal provisions apply—board-level governance constraint to monitor .
Fixed Compensation
- Director cash compensation: GSHD compensates non-employee directors via stock option grants and reimburses reasonable expenses; no cash retainers disclosed .
Performance Compensation
| Year | Instrument | Grant Detail | Vesting | Grant Date Fair Value ($) |
|---|---|---|---|---|
| 2024 | Stock options | Annual director grant | 12 equal quarterly installments over 3 years | 276,700 |
| Outstanding options by grant cohort (as of 12/31/2024) | Appointment Options: 12,667; 2022 Options: 10,000; 2023 Options: 14,700; 2024 Options: 10,000 | — | — | — |
- Director equity policy: Equity-only compensation under Omnibus Incentive Plan; options vest quarterly over 3 years .
Other Directorships & Interlocks
| Company/Institution | Public/Private | Role | Potential Interlock/Notes |
|---|---|---|---|
| PayneWest Insurance | Private (acquired by Marsh & McLennan Agency) | Former Director | Insurance industry exposure; not currently public |
| Montana State University | Public university | President | Honorary degree to GSHD Vice Chair Robyn Jones disclosed; recognition, not a transaction |
| U.S. BIFAD | Federal advisory board | Former Board Member | Agriculture and development policy experience |
| Montana Equal Pay Task Force | State policy group | Member | Workforce equity policy |
Expertise & Qualifications
- Strategic executive leadership and governance in large institutions; recognized educator and administrator .
- Policy and advisory experience (BIFAD; equal pay task force), relevant to human capital and stakeholder oversight .
- Insurance industry board experience (PayneWest) supports sector familiarity .
Equity Ownership
| Holder | Class A Shares Beneficially Owned | % of Class A | Class B Shares | % of Class B | Combined Voting Power |
|---|---|---|---|---|---|
| Waded Cruzado | 27,062 | 0.11% | — | — | 0.07% |
- Director stock ownership guidelines: Non-employee directors must hold Class A shares equivalent to $105,000 within five years from December 12, 2024; retention expectations apply to option exercises until compliant .
- Anti-hedging/pledging: Company policy prohibits hedging and pledging of GSHD securities by directors .
Governance Assessment
- Committee effectiveness: As a Compensation Committee member, Cruzado is part of the team that responded to a relatively low 2024 say‑on‑pay approval (61.24%) with structured changes, increased formulaic financial metrics in bonuses, adoption of ownership guidelines, and enhanced disclosure—positive governance responsiveness .
- Independence and attendance: Independent status and strong overall board/committee attendance bolster board effectiveness and investor confidence .
- Alignment: Equity-only director compensation and ownership guideline adoption increase alignment with shareholders; anti-hedging/pledging policy reduces misalignment risk .
- Conflicts/related-party exposure: No related‑party transactions disclosed involving Cruzado; family and corporate relationships elsewhere (Jones family) are ratified and monitored by Audit Committee .
- RED FLAGS to monitor: Structural governance constraints from Pre‑IPO LLC Members’ approval/designation rights and super‑majority removal threshold may limit shareholder influence; ongoing oversight warranted .