DEF 14A of Goosehead Insurance, Inc., Mar 26, 2025

DEF 14A of Goosehead Insurance, Inc.

Filed Mar 26, 2025 · FY20240001726978-25-000040

Open on EDGAR

  1. Board of Directors

    Board of Directors Our certificate of incorporation and bylaws provide that the number of directors on our Board of Directors is determined by the Board of Directors, but cannot be less than three persons or more than eleven persons, and must consist of a majority of independent directors within the meaning of the applicable rules of the SEC and Nasdaq Global Select Market ("Nasdaq"). Our Board of Directors currently consists of seven directors and is divided into three classes, with each director class as equal in number as possible and serving staggered three-year terms. This structure promotes the continuity and stability of governance needed to sustain our growth orientation and objectives and to support management’s focus on longer-term business strategies. Our Board of Directors has determined that four of our seven directors, Peter Lane, James Reid, Thomas McConnon, and Waded Cruzado, qualify as independent directors under the applicable corporate governance standards of Nasdaq and SEC requirements. Our independent directors appointed Mr. Lane to serve as a “lead independent director,” whose responsibilities include, among others, calling meetings of the independent directors, presiding over executive sessions of the independent directors, participating in the formulation of board and committee agendas and, if requested by shareholders, ensuring that he is available, when appropriate, for consultation and direct communication. Mr. Lane's responsibilities as lead independent director help establish appropriate oversight by the Board of Directors of management's objectives. The Company also believes that our Board of Directors composition as a whole facilitates effective and meaningful coordination and communication between the Board of Directors and management, and allows the Board of Directors to most effectively fulfill its risk oversight responsibilities. Each director holds office until his or her successor is duly elected and qualified or until his or her earlier death, resignation, or removal. Subject to obtaining any required shareholder votes, directors may only be removed for cause and by the affirmative vote of holders of 75% of the total voting power of our outstanding shares of common stock, voting together as a single class. This super-majority vote requirement enables a minority of our shareholders to exercise veto power over any such removal. And, for so long as certain historical members of Goosehead Financial, LLC ("Goosehead Financial"), including Mark E. Jones, our Executive Chairman (collectively, the "Pre-IPO LLC Members"), beneficially hold at least 10% of the aggregate number of outstanding shares of our common stock (the "Substantial Ownership Requirement"), the Pre-IPO LLC Members may designate a majority of the Company nominees for election to our Board of Directors, including the nominee for election to serve as Chairman of our Board of Directors. The Pre-IPO LLC Members have not utilized this right of nomination. Vacancies and newly created directorships on the Board of Directors may be filled at any time by the remaining directors.

  2. ELECTION OF DIRECTORS

    ELECTION OF DIRECTORS As set forth above, our certificate of incorporation provides that our Board of Directors be divided into three classes, as nearly equal in number as possible, designated Class I, Class II, and Class III. Directors are nominated for re-election for staggered three-year terms according to class designation. At each annual meeting of shareholders, the successors to directors whose terms then expire will be elected to serve from the time of election and qualification until the third annual meeting of shareholders following election. The Board of Directors previously designated Mark K. Miller and James Reid as Class I Directors; Robyn Jones and Thomas McConnon as Class II Directors; and Mark E. Jones, Waded Cruzado, and Peter Lane as Class III Directors. The Class I Directors were elected at the 2022 annual meeting of shareholder to serve until the Annual Meeting, the Class II Directors were elected at the 2023 annual meeting of shareholders to serve until the 2026 annual meeting of shareholders, and the Class III Directors were elected at the 2024 annual meeting of shareholders to serve until the 2027 annual meeting of shareholders. As the Class I Directors' term expires at the Annual Meeting, the Board of Directors recommends the election of Mark K. Miller and James Reid as Class I directors for a term ending at the annual meeting of shareholders to be held in 2028. Shares represented by executed proxies will be voted, if authority to do so is not withheld, for the election of the Class I Director nominees at the Annual Meeting. If any nominee should be unavailable for election as a result of an unexpected occurrence, those shares will be voted for the election of such substitute nominees as the Board of Directors may propose. Each person nominated for election has agreed to serve if elected, and management has no reason to believe that any nominee will be unable to serve. Directors are elected by a plurality of the votes of the shares cast at the meeting (excluding “Withheld” and broker non-votes, which will not affect the outcome of the vote). The following table sets forth information with respect to each director’s position and office held with the Company and each director’s age as of March 26, 2025:

  3. ELECTION OF DIRECTORS

    | Name | Age | Position/Office Held with the Company | Director Since | | Mark E. Jones(1) | 63 | Executive Chairman, Director, Former CEO | 2018 | | Robyn Jones(2) | 62 | Vice Chairman, Director | 2018 | | Mark K. Miller(3) | 60 | President and CEO, Director | 2018 | | Peter Lane(1)(4)(5)(6) | 60 | Lead Independent Director | 2018 | | James Reid(3)(4)(5)(6) | 62 | Director | 2018 | | Thomas McConnon(2)(4) | 50 | Director | 2022 | | Waded Cruzado(1)(5)(6) | 65 | Director | 2022 |

  4. ELECTION OF DIRECTORS

    (1) Member of Class III of the Board of Directors elected to serve until the 2027 annual meeting of shareholders. (2) Member of Class II of the Board of Directors elected to serve until the 2026 annual meeting of shareholders. (3) Member of Class I of the Board of Directors nominated for election at the Annual Meeting to serve until the 2028 annual meeting of shareholders. (4) Member of the Audit Committee. (5) Member of the Compensation Committee. (6) Member of Nominating and Governance Committee.

  5. BOARD OF DIRECTORS QUALIFICATIONS AND EXPERIENCE

    BOARD OF DIRECTORS QUALIFICATIONS AND EXPERIENCE Set forth below is biographical information for the nominees and each person whose term of office as a director will continue after the Annual Meeting. The following includes certain information regarding our directors’ individual experience, qualifications, attributes, and skills that led the Board of Directors to conclude that they should serve as directors and, with respect to Class I Directors, that they should be elected at the Annual Meeting.

  6. Class I Directors

    Class I Directors Mark K. Miller has served as our CEO and President since July 1, 2024 and has served as a member of our Board of Directors since March 2018. Prior to his appointment as CEO, Mr. Miller served as President and Chief Operating Officer ("COO") of the Company since May 2022. Prior to joining Goosehead, Mr. Miller has worked for some of the largest private equity firms in the world helping drive large scale financial and operational transformations and served as the chief financial officer of Pluralsight, Inc. (a Vista Equity Partners company) from June 2021 until appointed President and COO of the Company in May 2022. Prior to Pluralsight, Mr. Miller was the chief financial officer for three other Vista Equity Partners portfolio companies: Finastra (London, UK), Marketo (San Mateo, CA), and Active Network (Dallas, TX). At Finastra, Mr. Miller led the company’s finance, accounting, and tax departments, as well as the company’s procurement and facilities functions from June 2018 to June 2019. Prior to Finastra, Mr. Miller was the chief financial officer of Marketo. He joined Marketo in April 2017 after the company was taken private by Vista Equity Partners. Mr. Miller resigned from Marketo in April 2019 after successfully selling the company to Adobe for $4.75 billion in October 2018. Prior to Marketo, Mr. Miller was the chief financial officer of Active Network from 2014 to 2016 and the chief financial officer of L.H.P. Hospital Group from 2013 to 2014. Mr. Miller spent 18 years with Sabre Holdings where he held multiple operating and finance positions and was instrumental in the company’s IPO and its subsequent $5 billion privatization transaction. He was Sabre’s chief financial officer from 2010 to 2013. Early in his career, Mr. Miller worked for Ernst and Young, LTV Corporation, and Hertz Corporation. Mr. Miller has an Accounting degree from Texas Tech University and an MBA in Finance from Rice University. Mr. Miller was selected to our Board of Directors because he brings extensive experience in business operations, finance, and accounting. James Reid has served as a member of our Board of Directors since March 2018. Mr. Reid was named president and CEO of Higginbotham in 1989 at the age of 27. At that time, he implemented the firm’s defining “single source” service model whereby customers can obtain all their insurance and financial services under one roof. He also had the foresight to establish Higginbotham’s employee ownership structure, aligning all employees’ interests in the success of the firm. Under Mr. Reid’s leadership, Higginbotham has grown to become the nation’s 20 largest independent insurance brokerage firm and Texas’s largest—one with full property/casualty, financial and HR service capabilities through offices coast to coast. After receiving a bachelor's degree in business administration/insurance from the University of North Texas, Mr. Reid began his insurance carrier in 1983 as an assistant to the principals of Ramey, King, & Minnis Insurance Agency. He moved on to American General Fire & Casualty Company as a territorial marketing manager before joining Higginbotham as its 12th employee in 1986. Mr. Reid was selected to our Board of Directors because of his extensive experience in business operations and in the insurance industry.

  7. Class II Directors

    Class II Directors Robyn Jones is the co-founder of Goosehead and has served as a director and Vice Chairman of the Board of Directors since March 2018. Prior to her retirement in 2020, Ms. Jones managed our physical facilities, was actively involved in our recruiting program and led our Women’s Initiative Network (previously the Women's Professional Development Program). Ms. Jones was awarded a Doctor of Humane Letters degree from Montana State University in recognition of her support of the university in addressing Montana’s healthcare challenges. She was selected to our Board of Directors because of her role in founding the Company, the Jones family’s position as our largest shareholder, and her unique role in establishing and fostering our company culture. Thomas McConnon has served as a member of our Board of Directors since February 2022. Mr. McConnon is the Chief Investment Officer and Managing Member of Whitebark Investors LP (“Whitebark”), which invests in a portfolio of public and private companies. Before Whitebark, Mr. McConnon was the Head of Public Equities and Chief Economist at Wildcat Capital ("Wildcat"). Prior to Wildcat, Mr. McConnon was a founding investment partner at Indaba Capital Management, from 2010 to 2018. Previously, Mr. McConnon was a principal at TPG Capital from 2004 to 2010, where he focused on large-scale private equity investing and sat on the boards of Sabre Holdings and Creative Artists Agency (CAA), and was an advisor to the board of Mammoth Mountain Ski Area. Prior to TPG, Mr. McConnon worked at Bain Capital and The Boston Consulting Group (BCG). Mr. McConnon holds an AB magna cum laude from Harvard University and an MBA from Stanford University where he was an Arjay Miller Scholar. Mr. McConnon was selected to our Board of Directors because he brings extensive experience in finance, business operations, and accounting.

  8. Class III Directors

    Class III Directors Mark E. Jones has served as Executive Chairman of the Board of Directors since July 1, 2024 and has previously served as Chairman of the Board of Directors since the Board of Directors was established. Mr. Jones previously served as Goosehead's CEO since co-founding the Company in 2003 through July 1, 2024, and led the strategic development and execution of all aspects of our business from inception until July 2024. Prior to leading Goosehead, he worked at the global consulting firm Bain & Company from 1991 to 2004, most recently as a senior partner and director. Mr. Jones began his professional career at Ernst & Young in Calgary, Canada from 1985 to 1989. He earned a Bachelor of Commerce degree from the University of Alberta and an MBA from Harvard Business School. Mr. Jones was selected to our Board of Directors because of his role as a co-founder of the Company, the Jones family’s position as our largest shareholder, and because of his expertise in strategy development and execution, leadership, and finance. Peter Lane has served as a member of our Board of Directors since March 2018. Mr. Lane previously served as chief executive officer of Axip Energy Services LP, formerly known as Valerus, an oilfield services company headquartered in Houston, Texas, from 2010 to 2016. Prior to joining Axip, Mr. Lane was an operating partner with TPG Global, LLC from 2009 to 2011. Before TPG, Mr. Lane spent 12 years at Bain & Company, where he led the Dallas and Mexico City offices as well as the oil and gas practice. He became a partner at Bain in 2003. Mr. Lane has served on the boards of Taylor Morrison Homes since 2012, The Bayou Companies since 2018 (where he is Executive Chairman) and has been a senior advisor to Altamont Capital Partners since 2017. Mr. Lane holds a BS in physics from the University of Birmingham in the United Kingdom and an MBA from the Wharton School. Mr. Lane was selected to our Board of Directors because of his extensive experience in business operations, finance, and corporate governance. Waded Cruzado has served as a member of our Board of Directors since February 2022. Ms. Cruzado has served as President of Montana State University since 2010, during which Montana State University set new student enrollment records and became the fastest growing and the largest university in the state. President Cruzado was honored as the 2011 Michael P. Malone Educator of the Year from the Montana Ambassadors for demonstrating outstanding accomplishment, excellence, and leadership in the field of education. In 2012, President Barack Obama appointed President Cruzado to the Board for International Food and Agricultural Development. She was reappointed in 2017 and served on the board until 2020. In 2013, President Cruzado began serving on Montana’s Gov. Steve Bullock’s Equal Pay for Equal Work Task Force. Ms. Cruzado currently serves on several educational boards and was a former member of the Board of Directors of PayneWest Insurance before it was acquired by Marsh & McLennan Agency in April 2021. Ms. Cruzado holds a bachelor’s degree from the University of Puerto Rico and masters and doctoral degrees from the University of Texas at Arlington. Ms. Cruzado was selected to our Board of Directors because of her extensive board experience and for her extensive experience in leadership and strategy.

  9. DIRECTOR COMPENSATION

    DIRECTOR COMPENSATION

  10. Director Compensation Process

    Director Compensation Process Only non-employee directors are compensated for services on our Board of Directors. Our non-employee directors are compensated in the form of stock option grants made pursuant to our Equity Award Grant Policy and Omnibus Incentive Plan (as amended and restated in 2019, the “Omnibus Plan”), with such options vesting in 12 equal quarterly installments over the three-year period following the grant date, subject to the director's continued service through each applicable vesting date. Equity grant determinations for non-employee directors are made consistent with the Compensation Committee's overarching compensation philosophy that compensation should be directly linked to long-term shareholder value creation. Members of our Board of Directors are also eligible for reimbursement for reasonable travel and other out-of-pocket expenses.

  11. 2024 Director Compensation

    2024 Director Compensation The following table sets forth the compensation paid to or accrued by our then-serving non-employee directors for the year ended December 31, 2024.

  12. 2024 Director Compensation

    | Name of Director | Option Awards ($)(1) | Total ($) | | Peter Lane | 276,700 | 276,700 | | James Reid | 276,700 | 276,700 | | Robyn Jones | 276,700 | 276,700 | | Thomas McConnon | 276,700 | 276,700 | | Waded Cruzado | 276,700 | 276,700 |

  13. 2024 Director Compensation

    (1) The amounts shown in this column reflect the aggregate grant date fair value of the option grants described above, computed in accordance with Financial Accounting Standards Board Accounting Standards Codification Topic 718 ("FASB ASC 718"). The assumptions used in the valuation of these options are set forth in Note 13 to our financial statements, which are included in our Annual Report for the year ended December 31, 2024. As of December 31, 2024, Mr. Lane had a total of 125,622 options outstanding (2018 Options – 71,622; 2021 Options – 19,000; 2022 Options – 10,000; 2023 Options – 15,000; and 2024 Options – 10,000); Mr. Reid had a total of 114,000 options outstanding (2018 Options – 60,000; 2021 Options – 19,000; 2022 Options – 10,000; 2023 Options – 15,000; and 2024 Options – 10,000); Ms. Jones had a total of 54,000 options outstanding (Ms. Jones was not granted 2018 Options; 2021 Options – 19,000; 2022 Options – 10,000; 2023 Options – 15,000; and 2024 Options – 10,000); Mr. McConnon had a total of 47,667 options outstanding (Appointment Options – 12,667; 2022 Options – 10,000; 2023 Options – 15,000; and 2024 Options – 10,000); and Ms. Cruzado had a total of 47,367 options outstanding (Appointment Options – 12,667; 2022 Options – 10,000; 2023 Options – 14,700; and 2024 Options – 10,000). The Board of Directors unanimously recommends that you vote FOR the election of Mark K. Miller and James Reid as Class I Directors for a term ending at the annual meeting of shareholders to be held in 2028.

  14. Shareholder Outreach, Feedback, and Goosehead's Response

    | Shareholder Feedback | Goosehead Action and Key Points | | CEO pay should be more at risk and subject to performance-based metrics reflective of Company performance | As a part of the CEO Succession, through which our then-President and COO became our CEO, we redesigned CEO compensation effective July 1, 2024, as follows: Fixed: Salary is the only fixed element of our CEO's pay. At-Risk: The majority of our CEO's pay is now at risk. A portion of that at-risk pay is a short-term incentive in the form of a cash bonus, not previously offered to our CEO. For 2024, 50% of that short-term incentive potential is contingent upon the Company meeting minimum Core Revenue and pre-contingency Adjusted EBITDA targets determined at the outset of the fiscal year. For 2025, 75% of the short-term incentive potential will be contingent upon the Company meeting minimum revenue and revenue/expense growth rate metrics, determined by the Board of Directors at the outset of the Company's fiscal year. The remaining at-risk portion of pay is long-term equity incentives in the form of stock options, with an exercise price equal to 110% of our closing stock price on the grant date; meaning that the long-term incentive pay component has no value unless the Company stock price appreciates 10% from the closing price of our stock on the grant date. | | A larger portion of NEO compensation should be at risk | We increased the portion of NEO short-term incentive potential contingent upon meeting certain predetermined financial metrics, effective 2025. The Compensation Committee has revised the metrics for 2025 short-term incentives for NEOs such that 75% is contingent upon the Company meeting minimum revenue and revenue/expense growth rate metrics. This change will also apply to our General Counsel and Corporate Secretary, who historically has received a fully discretionary annual bonus. In consultation with the Compensation Consultant and in-line with general market practices on similar positions, our Executive Chairman will be ineligible for a bonus in 2025. | | Improve disclosure of performance-based metrics | We are committed to further enhancing the disclosures around NEO pay metrics, financial and strategic goals, and calculation of NEO compensation. As set forth more fully below, we have included more fulsome disclosures in this Proxy Statement around NEO pay metrics and compensation considerations, including the metrics underlying our bonus calculations, consideration of peer group data, and results of our shareholder feedback outreach program. We have also updated the metrics themselves to increase transparency with our shareholders and further support our commitment to align executive compensation with long-term shareholder value. | | Implement stock ownership guidelines | We formally adopted stock ownership guidelines for NEOs and directors to further align an appropriate portion of our NEOs' and directors' wealth to the Company's long-term performance. These stock ownership guidelines require NEOs to own outright a multiple of their respective annual base salaries in our Class A common stock. For more information on our stock ownership guidelines, see below "Other Compensation-Related Policies — Stock Ownership Guidelines." | | Generally appreciative of a more formal approach to shareholder outreach | We adopted a formal shareholder outreach program. As a result of last year's say-on-pay vote, we prioritized shareholder outreach, aimed at better understanding our shareholders' positions with respect to our executive compensation program. This year, the Chairman of the Compensation Committee attended all shareholder conversations, and we had productive conversations with shareholders about executive compensation and other governance topics. We continue to evaluate and refine our shareholder outreach program but have instituted a formal annual process to ensure the appropriate feedback cycle between our shareholders and our Compensation Committee before setting the executive compensation program for the subsequent fiscal year. |

  15. Compensation Highlights

    | What We Do | What We Don't Do | | •Pay for performance | •Use NEO employment agreements | | •Align compensation with creation of long-term shareholder value, including applying a 10% premium on NEO equity award exercise prices | •Reprice stock options or allow buyouts of underwater stock options | | •Use annual cash incentive compensation to reward against our Company financial results and individual performance | •Provide automatic acceleration of unvested option awards in the event of termination | | •Impose a three-year vesting period for NEO incentive equity awards, subject to continued service | •Provide enhanced retirement formula or inclusion of long-term incentives in pensions | | •Deliver majority of executive compensation in the form of "at risk," performance-based pay | •Allow hedging or pledging of Company stock | | •Maintain a clawback policy | •Tax gross-ups regarding compensation or benefits | | •Market comparison of executive compensation against relevant peer group | •Provide guaranteed incentive payouts or multi-year guaranteed pay levels | | •Retain an independent Compensation Consultant to ensure market compensation levels | •Excessive prerequisites, benefits, pension payments, or severance benefits | | •Use a peer group comparison process to understand competitive pay levels | •Single-trigger change in control payments | | •Engage in meaningful shareholder outreach on compensation practices | •Provide enhanced death benefits for NEOs | | •Implement stock ownership guidelines for NEOs and non-employee directors | |

  16. Retention of Independent Compensation Consultant

    Retention of Independent Compensation Consultant In 2024, our Compensation Committee retained Semler Brossy Consulting Group, LLC as an independent Compensation Consultant to act as an outside compensation advisor. The Compensation Committee has determined that the Compensation Consultant is independent and did not raise any conflicts of interest. The Compensation Consultant works directly with our Compensation Committee and reviews and advises on our NEO compensation program and best practices. The Compensation Consultant provides important information about market practices and the types and amounts of compensation offered to executives and assists the Compensation Committee in determining an accurate peer group benchmarking process to ensure the Company is providing competitive yet reasonable compensation to our NEOs. In particular, and in response to our 2024 say-on-pay vote, the Compensation Consultant advised the Compensation Committee on creating an appropriate peer group on which to base compensation levels and practices. As set out in more detail below, the peer group established by our Compensation Committee in connection with the Compensation Consultant was an important input to setting compensation levels for 2025. The nature and scope of the Compensation Consultant's engagement is determined solely by the Compensation Committee. The Compensation Consultant performs no work for management outside of those items in support of the Compensation Committee.

  17. Independent Pay Governance

    | Shareholders | Independent Compensation Consultant | Independent Compensation Committee | Board of Directors | | •Provide feedback on NEO compensation program to Company management and Chairman of the Compensation Committee. •Feedback is reviewed by our independent Compensation Committee and Compensation Consultant in connection with determining NEO compensation. | •Provides independent analysis and advice on NEO compensation program and policies. •Provides best practices and peer group analysis for the Compensation Committee's consideration. •Regularly attends Compensation Committee meetings. •Does not provide any additional services to the Company. | •Sets NEO compensation policies. •Determines compensation for CEO and Executive Chairman. •Assesses and approves compensation for NEOs (other than the CEO and Executive Chairman). •Reviews and approves goals and metrics relevant to NEO compensation. •Weighs recommendations and market data provided by independent Compensation Consultant in all phases of determinations. | •Reviews NEO succession planning independently and with management at least annually. |

  18. Peer Group Analysis

    Peer Group Analysis While we believe our business model is unrivaled in our industry, we understand the value of peer group analysis when it comes to providing competitive and reasonable executive compensation. As such, as part of our compensation-setting process, the Compensation Committee has historically reviewed market practices related to executive compensation to ensure our NEO compensation is in line with market standards. In connection with the Compensation Committee's engagement of the Compensation Consultant, it has also formalized a peer group market analysis process. The Compensation Consultant now assists our Compensation Committee in its determination of an appropriate peer group for NEO compensation review. Goosehead's business model is unique: we are a rapidly growing independent insurance agency, with a distinctive approach to the sale of insurance, using our innovative technology platform, partnering with hundreds of insurance carrier partners to source the appropriate insurance for our clients, and thereafter providing back-office services support for our clients. In addition, Goosehead is a franchisor. Our sales function is divided into corporate sales and franchise sales, the latter of which consists of operations that are owned and managed by our franchisees. This model poses challenges in identifying a natural group of competitors. Publicly traded property and casualty insurance companies, for example, often prove to be poor comparisons, due to slower revenue growth, lower market value to revenue multiples, and incompatible business fit when compared to Goosehead and its corporate structure. Given this, in developing our peer group for executive compensation, our Compensation Committee and the Compensation Consultant focused on public companies within adjacent industries that are representative of the market for executive talent (even if not all were direct "competitors") that have similar growth trajectories and qualities as Goosehead, including disruptive insurance brokers and high growth technologies. The Compensation Committee focused on the following criteria to retain companies with Goosehead specific traits and qualities: •Companies with scale comparability, with revenues and market capitalization within 0.33 times to 3.0 times Goosehead's revenues and market capitalization; •Companies with strong one-year and three-year revenue growth (i.e., growth of over 10%); •Companies with a high market value/revenue multiple (i.e., total market valuation five times annual revenue); •Technology focused companies; and •Companies with a consumer facing approach and/or back-office support functions. In addition, given our franchise model, it is important for us to consider both GAAP-reported revenue and total system-wide sales when developing an appropriate peer group. Commission on sales by franchisees are not recorded as Company GAAP-reported revenues; however, Goosehead's royalty fee revenues (comprised of both New Business Royalty Fees and Renewal Royalty Fees, each as further defined and discussed in our Annual Report in the section titled "Item 7. Management's discussion and analysis of financial condition and results of operations—Non-GAAP Financial Measures"), are computed as a percentage of commissions on sales made by our franchisees and, as a result, sales by franchisees have a direct effect on our royalty fee revenues and profitability. Total system-wide sales represents the total sales generated across all franchised and company-owned locations, and while not included in GAAP-reported revenue, evaluation of this metric is crucial because it reflects a company's overall brand strength, market share, and consumer demand. Looking at both revenue and total system-wide sales metrics as part of the peer group analysis therefore ensures a balanced view of a company's financial health, growth potential, and competitive standing. Using this process, the Compensation Committee established the following peer group of 22 companies, comprised of a mix of software and fintech companies, along with two insurance peers (collectively, our "Peer Group"). With respect to size, we rank between the 25th percentile and median for GAAP-reported revenue positions and at the 75th percentile when considering total system-wide sales.

  19. Peer Group Analysis

    | Peer Group Companies | | | | Kinsale Capital (NYSE: KNSL) | AvidXchange (NASDAQ: AVDX) | Alkami Technology (NASDAQ: ALKT) | | Upwork (NASDAQ: UPWK) | Clearwater Analytics (NYSE: CWAN) | Olo (NYSE: OLO) | | BlackLine (NASDAQ: BL) | Braze (NYSE: BRZE) | Agilysys (NASDAQ: AGYS) | | Instructure (NYSE: INST) | Intapp (NASDAQ: INTA) | Enfusion (NYSE: ENFN) | | Upstart (NASDAQ: UPST) | Palomar (NASDAQ: PLMR) | Mitek Systems (NASDAQ: MITK) | | MoneyLion (NYSE: ML) | AvePoint (NASDAQ: AVPT) | SoundHound AI (NASDAQ: SOUN) | | nCino (NASDAQ: NCNO) | C3.ai (NYSE: AI) | | | Flywire (NASDAQ: FLYW) | Cass Information Systems (NASDAQ: CASS) | |

  20. Peer Group Analysis

    The Peer Group pay data will be reviewed by the Compensation Committee and the independent Compensation Consultant in connection with determining NEO compensation for 2025.

  21. Elements of Compensation

    | | Elements of Compensation | Percentage of Compensation (all NEOs) | Description of Compensation | Purpose of Compensation | | Fixed | Annual Base Salary | | Annual base salaries are determined based on market data, scope of duties and responsibilities, track record of both short-term and long-term performance, and experience. | Attract and retain talented executive officers, reward them for annual achievements, and incentivize delivery of results on behalf of shareholders. | | At-Risk | Short-Term Annual Bonus Incentive | | Our NEO's short-term incentives are in the form of an annual cash bonus. For our CEO and CFO, 50% of that bonus is subject to achieving certain financial metrics and 50% is subject to achieving certain strategic and operational goals. | Motivate our NEOs to achieve superior performance and contribute to strategic initiatives and operational success by linking annual Company performance to an annual cash incentive. | | | Long-Term Equity Incentives | | The entirety of our NEO's long-term equity incentives are in the form of performance-based, premium-priced options: Goosehead stock must appreciate by at least 10% and the NEO must remain with the Company during the vesting period to realize any value from the award. | Align interest of NEOs with shareholders by directly linking compensation to stock price appreciation and retain key members of our management team. |

  22. Annual Bonus

    Annual Bonus Formulaic Bonus for Mark K. Miller (CEO and President) and Mark E. Jones, Jr. (CFO). In a shift from prior years, our CEO and President's short-term incentive is now dependent on the Company meeting certain financial targets. The 2024 annual bonus structure for our CEO and President and our CFO was based 50% on financial objectives and 50% on strategic and operational objectives. Based on shareholder feedback calling for more at-risk pay for our NEOs, the Compensation Committee has revised the bonus structure effective for 2025 compensation such that the bonus will be based 75% on financial objectives and 25% on strategic and operational objectives. To further ensure shareholder alignment, this formulaic bonus calculation will also apply to our General Counsel and Corporate Secretary's bonus for 2025, who has historically received a fully discretionary bonus. Financial Objectives (50% Weight).* The financial metrics used to determine bonus payout amounts for 2024 are Core Revenue and pre-contingency Adjusted EBITDA targets, which are predetermined by the Compensation Committee. The Compensation Committee considers these financial metrics to be two of the most important financial measures for creating shareholder value. *In 2025, financial objectives will receive 75% weight. Our primary source of revenue is through the placement of insurance policies. Core Revenue is a non-GAAP financial measure that consists of New Business Royalty Fees (a percentage of commission and fees received during the first term of the policy for policies placed through franchise sales), Agency Fees (a fee charged in certain states (in accordance with state law) for the placement of the policy), Renewal Commission (commissions received in corporate sales after the first term of the policy), and Renewal Royalty Fees (a percentage of commissions received for policies that renew related to franchise sales) (each as further defined and discussed in our Annual Report in the section titled "Item 7. Management's discussion and analysis of financial condition and results of operations—Non-GAAP Financial Measures"). Pre-contingency Adjusted EBITDA is non-GAAP, supplemental measure of our performance and is defined as net income (the most directly comparable GAAP measure), before interest, income taxes, depreciation and amortization, adjusted to exclude equity-based compensation, impairment expense, and other non-operating items, including, among other things, certain non-cash charges and certain non-recurring or non-operating gains or losses, and excluding "Contingent Commissions." “Contingent Commissions” is revenue in the form of contractual payments from insurance carriers contingent upon several factors, including growth and profitability of the business placed with the insurance carrier. We use pre-contingency Adjusted EBITDA for business planning purposes and in measuring our performance relative to that of our peers. We believe that pre-contingency Adjusted EBITDA is an appropriate measure of operating performance because it eliminates the impact of items that do not relate to business performance and Contingent Commissions, which are a less predictable revenue source. Contingent Commissions are paid upon the profitability, volume and/or growth of the business placed with such insurance companies during the prior year and if, due to the current economic environment or for any other reason, we are unable to meet the insurance carrier’s profitability, volume, or growth thresholds, or insurance carriers increase their estimate of loss reserves (over which we have no control), actual Contingent Commissions we receive could be less than anticipated. In 2024, for Mr. Miller and Mr. Jones Jr. to receive any bonus payout for the financial goals portion of their bonus, Goosehead must have achieved at least 90% of the targeted Core Revenue and pre-contingency Adjusted EBITDA numbers, with a 125% maximum payout level. In general, annual incentive payouts range from 0% to 150% of the target bonus amount set by the Compensation Committee. In 2024, Mr. Miller and Mr. Jones Jr. earned the following percent of the financial objectives portion of their annual bonus:

  23. Annual Bonus

    | 2024 Financial Measure | Weight | Bonus Earned | | Core Revenue(1) | 25% | 20% | | Pre-contingency Adjusted EBITDA(1) | 25% | —% | | Financial Measure Factor | | 10% |

  24. Annual Bonus

    (1) Non-GAAP measures. See Annual Report in the section titled "Item 7. Management's discussion and analysis of financial condition and results of operations—Non-GAAP Financial Measures" for a definition and discussion of Core Revenue and Adjusted EBITDA as non-GAAP measures. As we continue to prioritize performance-based compensation in our executive compensation program, we gain a better understanding of how to properly align pay with performance. Despite strong Company performance in 2024, Mr. Miller and Mr. Jones Jr. did not receive a significant financial objectives bonus payout, in large part due to the initial learning curve in setting appropriately calibrated financial goals for bonus payouts, rather than underperformance. This misalignment between expectations and actual performance led to a lower-than-anticipated bonus distribution for 2024. Given this, in addition to increasing the percentage of annual bonus contingent upon the Company achieving certain financial metrics from 50% to 75% for 2025 service, the Compensation Committee has also reevaluated the underlying financial metrics that drive the financial objectives portion of our NEOs' short-term incentive for 2025 to more appropriately align payout with performance. Strategic and Operational Objectives (50% Weight).* The Compensation Committee retains discretion in determining the strategic and operational goals portion of the annual bonus, which is based on accomplishing certain strategic priorities determined by the Board of Directors and assessed by the Compensation Committee with the CEO's and Executive Chairman's assessment of the performance. These strategic priorities include retaining key employees, improving sales productivity, achieving budgeted headcount and producer numbers, effectively managing organizational cost structure, and achieving other various strategic initiatives. In 2024, specific accomplishments include the following: *In 2025, strategic and operational objectives will receive 25% weight.

  25. Annual Bonus

    | 2024 Strategic and Operational Goals Summary | Performance Assessment Highlights | | New Business and Revenue Growth •Achieve meaningful growth in Core Revenue* •Achieve meaningful growth in Total Revenue | In the face of one of the most difficult insurance markets in Company history, Goosehead achieved both goals, with Core Revenue increasing 17% and Total Revenue increasing 20% from year ending 2023 to year ending 2024. 2024 also marked the first year the Company achieved $1 billion in Total Written Premium in a single quarter. | | Enterprise Performance •Effective management of organizational cost structure and margin expansion | Our executive team remained diligently focused on efficient revenue generation, worked to streamline and level up thinking around our employee compensation and benefit practices, and achieved impressive margin expansion in 2024. | | Operational Initiatives •Achieving budgeted headcount and producer numbers •Retention of key employees •Ramping productivity of producers in both the franchise community and the corporate sales group •Stabilizing client retention levels •Increasing geographic diversity and expanding geographic footprint outside of Texas •Further advancing and achieving increased adoption of our QTI technology with both our carrier partners and agent population | In 2024, our executives led the Company through industry headwinds and effectively achieved success related to many operational initiatives, including but not limited to the following: •The Company achieved budgeted headcount numbers and improved retention metrics in both the sales and service functions. •Franchise productivity, the largest portion of our sales function, achieved all time productivity highs in 2024 in the face of product market challenges and increased shopping by our client base as a result of price pressure. •Franchise sales prioritized strategic geographic expansion focused on important markets for our Company and our carriers and we successfully executed a lease for the launch of our Phoenix office, our first new corporate sales office in four years, which launched in Q4 2024. •The Company added 44 new carriers across hundreds of markets and saw material growth in agent use and adoption of our QTI technology, which increases agent productivity and provides our clients and carriers with a better, more streamlined experience. |

  26. Annual Bonus

    *Core Revenue is a non-GAAP measure as defined and described in our Annual Report in the section titled "Item 7. Management's discussion and analysis of financial condition and results of operations—Non-GAAP Financial Measures." Given the achievements of the strategic and operational goals listed above, the Compensation Committee determined that Mr. Miller and Mr. Jones Jr. should receive 100% of their strategic and operational goals portion of the annual bonus. 2024 Bonus Payout Amounts. The final 2024 bonus payout amounts for Mr. Miller and Mr. Jones Jr., as determined by the Compensation Committee, are as follows:

  27. Annual Bonus

    | NEO | Target Award ($) | 10% of Financial Measure Factor ($) | 100% of Strategic and Operational Factor ($) | Total Payout ($) | | Mark K. Miller(1) | 700,000 | 35,000 | 350,000 | 385,000 | | Mark E. Jones, Jr. | 255,000 | 12,750 | 127,500 | 140,250 |

  28. Annual Bonus

    (1) The Compensation Committee used a blended rate for Mr. Miller's 2024 "Target Award" given the mid-year CEO Succession, i.e., the average of (a) a $650,000 target award for service as President and COO from January 1, 2024 through June 30, 2024 and (b) a $750,000 target award for service as CEO and President from July 1, 2024 through the end of the 2024 fiscal year. Discretionary Bonus for John T. O'Connor (General Counsel). The bonus structure for our General Counsel and Corporate Secretary in 2024 was fully discretionary. In 2024, Mr. O'Connor received a bonus of $70,000 to reflect his individual contributions to Goosehead’s legal, compliance, and human capital departments, including successfully mitigating legal risk to protect the Company from costly litigation, regulatory fines, and reputational harm and continuing to develop our compliance programs to ensure adherence to legal and ethical standards. The bonus also reflects Mr. O’Connor’s accomplishments of Goosehead’s strategic initiatives during the prior year, including managing our corporate real estate portfolio and playing an essential role in our expansion into the Phoenix market, with a goal of expanding and diversifying our footprint through new career paths for corporate agents and western United States franchise expansion. Likewise, Mr. O'Connor and the human capital department led the Company's implementation of a new human resources information system in 2024 aimed at bringing its employees communications, compensation and benefits practices, and overall human resources function to be best in class. The bonus was also awarded to motivate Mr. O'Connor to continue to achieve results that exceed management's expectations and provide long term value to Goosehead's shareholders. No Bonus for Mark E. Jones (Executive Chairman). In Mr. Jones' role as Executive Chairman, and consistent with market practices, he did not receive an annual bonus in 2024 for his service as Executive Chairman. He also did not receive a bonus for his service as CEO through June 2024, consistent with historical practices.

  29. Long-Term Equity Incentives

    Long-Term Equity Incentives Aligning executive compensation with long-term shareholder value creation is the central pillar of our NEO compensation model. Our Omnibus Plan, described in more detail below, provides our Compensation Committee with various equity-related mechanisms to motivate our NEOs to perform at the highest level and contribute significantly to the success of Goosehead, and to reward them for that success, including through grants of stock options, stock appreciation rights, restricted stock, RSUs, and other stock-based awards. It has long been the philosophy of the Company and our founders that executives' long-term equity incentives should be entirely aligned with the interests of our shareholders. Since going public in 2018, the view has always been that stock option awards are the form of equity compensation that achieves that goal. If our executives are unable to provide value to our shareholders through stock price performance, the value of their equity grants is zero. Our Compensation Committee continues to monitor and evaluate this philosophy and ensure the structure of our long-term equity incentives achieve the goals of both our Company and our shareholders as it relates to executive performance and, after considering various other long-term incentive compensation alternatives, again affirmatively determined that for 2024, long-term equity awards, in the form of stock options priced at a 110% premium over the closing price of our stock as of the grant date, are the best tool to motivate our NEOs to achieve and sustain peak performance and contribute significantly to our long-term success, thereby furthering the interests of our shareholders. Importantly, the Compensation Committee addressed this approach with its shareholders during the shareholder outreach process described above, and the majority of the Company's shareholders were supportive of the decision to award equity to the executives in the form of premium-priced stock options. The Compensation Committee has historically provided our NEOs with stock option awards each year, and did so in 2024 as well. To further align our NEOs' interests with those of our shareholders, these stock option awards vest ratably over a three-year period (i.e., one-third of the shares vest on each of the one year, two year, and three year anniversaries of the grant date), subject to the NEO's continued service to Goosehead. Of note, the Compensation Committee also imposes an exercise price for the stock options granted to our NEOs that is at a 10% premium over the market price of our Class A common stock on the date of the grant. Accordingly, our NEOs will realize no value in their option awards if our stock does not appreciate in value by at least 10% and remain appreciated throughout the vesting schedule and their term of service to Goosehead. The value received by our NEOs pursuant to these equity awards directly increases in tandem with the value realized by our shareholders. The Compensation Committee believes that granting annual time-based stock option award awards in this manner not only aligns the interests of our NEOs with those of our shareholders, but also rewards sustained performance and promotes long-term retention of our key members of management. See below “Equity Compensation Plans and Policies” for more information on how our Compensation Committee determines long-term equity incentives for our NEOs. The following awards were made to our NEOs in 2024, all granted with a 10% premium exercise price over the closing market price of our Class A common stock on the applicable grant date.

  30. Long-Term Equity Incentives

    | NEO | Stock Options Awarded (#) | | Mark E. Jones(1) | 130,000 | | Mark K. Miller(2) | 130,000 | | Mark E. Jones, Jr. | 65,000 | | John T. O'Connor | 25,000 |

  31. Long-Term Equity Incentives

    (1) Awarded in connection with service as CEO. Mr. Jones did not receive stock options in connection with his transition to Executive Chairman. (2) Mr. Miller received 50,000 stock options in connection with his promotion to CEO and President on July 1, 2024.

  32. Equity Compensation Plans and Policies

    Equity Compensation Plans and Policies

  33. Omnibus Plan and Equity Award Grant Policy

    Omnibus Plan and Equity Award Grant Policy Our Compensation Committee administers our Omnibus Plan, which we adopted and obtained shareholder approval for in connection with our initial public offering (“IPO”) in 2018, pursuant to our Equity Award Grant Policy. Our Equity Award Grant Policy authorizes the Compensation Committee to approve on-cycle grants of stock-based awards to directors, NEOs, and other officers of the Company for purposes of Section 16 of the Exchange Act. The Compensation Committee may delegate authority to the Executive Chairman or CEO to grant stock-based awards to non-NEOs, off-cycle awards, and awards to newly hired or promoted employees under the policy. As an important measure to ensure the integrity of the award granting process, the Equity Award Grant Policy further provides that the Compensation Committee determine fixed grant dates in advance, such that all terms and conditions of each stock-based award shall be approved on or prior to the grant date. If special circumstances warrant, and subject to black-out periods and other trading restrictions, the Compensation Committee may also grant off-cycle awards outside of this schedule to select individuals. Equity awards are discretionary and are generally granted to our NEOs and other eligible employees on the first trading day of the applicable fiscal year. In certain circumstances, including the hiring or promotion of an officer or employee, the Compensation Committee may approve grants to be effective at other times. The Compensation Committee, Executive Chairman, and CEO did not take material nonpublic information into account when determining the timing and terms of equity awards in 2024 and followed its general practice, and Goosehead does not time the disclosure of material nonpublic information for the purpose of affecting the value of executive compensation. During 2024, we did not grant any equity awards to any NEO during any period beginning four business days before and ending one business day after the filing of any periodic report on Form 10-Q or Form 10-K, or the filing or furnishing of any Form 8-K that disclosed any material nonpublic information.

  34. Pension Benefits and Nonqualified Deferred Compensation

    Pension Benefits and Nonqualified Deferred Compensation We do not provide a pension plan for our employees, and none of our NEOs participated in a nonqualified deferred compensation plan in 2024.

  35. Employment Agreements

    Employment Agreements We have not entered into employment agreements with our NEOs.

  36. 2024 SUMMARY COMPENSATION TABLE

    2024 SUMMARY COMPENSATION TABLE The following table sets forth information concerning the compensation paid to or earned by our NEOs during our fiscal year ended December 31, 2024. All numbers are rounded to the nearest dollar.

  37. 2024 SUMMARY COMPENSATION TABLE

    | Name and Principal Position | Year | Salary ($) | Bonus ($)(1) | Option Awards ($)(2) | All Other Compensation ($)(3) | Total ($) | | Mark E. Jones, Executive Chairman | | | | | | | | | 2024 | 1,500,000 | — | 4,152,200 | 16,658 | 5,668,858 | | | 2023 | 2,100,000 | — | 3,514,000 | 16,110 | 5,630,110 | | | 2022 | 1,900,000 | — | 7,858,500 | 15,174 | 9,773,674 | | Mark K. Miller, CEO and President | | | | | | | | | 2024 | 700,000 | 385,000 | 3,780,700 | 6,744 | 4,872,444 | | | 2023 | 550,000 | 618,719 | 702,800 | 6,646 | 1,878,165 | | | 2022 | 276,515 | 291,667 | 4,429,800 | 6,500 | 5,004,482 | | Mark E. Jones, Jr., CFO | | | | | | | | | 2024 | 375,000 | 140,250 | 2,076,100 | 17,094 | 2,608,444 | | | 2023 | 325,000 | 196,865 | 614,950 | 16,546 | 1,153,361 | | | 2022 | 234,153 | 85,217 | 3,745,915 | 15,029 | 4,080,314 | | John T. O'Connor, General Counsel and Corporate Secretary(4) | | | | | | | | | 2024 | 400,000 | 70,000 | 798,500 | 17,094 | 1,285,594 | | | 2023 | 346,500 | 50,000 | 368,800 | 10,046 | 775,346 | | | 2022 | — | — | — | — | — |

  38. 2024 SUMMARY COMPENSATION TABLE

    (1) The amounts shown for 2024 reflect bonuses paid for services completed in 2024, the amounts shown for 2023 reflect bonuses paid for services completed in 2023, and the amounts shown for 2022 reflect bonuses paid for services completed in 2022. (2) The amounts shown in this column reflect the aggregate grant date fair value of options granted under the Omnibus Plan to purchase our common stock, computed in accordance with FASB ASC Topic 718. Any estimated forfeitures are excluded from the values reported in this table. The assumptions used in the valuation of these options are set forth in Note 13 to our financial statements, which are included in our Annual Report for the year ended December 31, 2024. (3) For 2024, the amounts shown include (i) 401(k) Plan matching contributions for Mark E. Jones ($10,350), Mark E. Jones, Jr. ($10,350), and John T. O'Connor ($10,350); (ii) healthcare benefits for Mark E. Jones ($6,064), Mark K. Miller ($6,500), Mark E. Jones, Jr. ($6,500), and John T. O'Connor ($6,500); and (iii) long-term disability benefits of $244 for each of Mark E. Jones, Mark K. Miller, Mark E. Jones, Jr., and John T. O'Connor. (4) John T. O'Connor was not an NEO for 2022. Accordingly, this table excludes his 2022 compensation information.

  39. 2024 Grants of Plan-Based Awards

    2024 Grants of Plan-Based Awards The following plan-based awards were made to our NEOs during the fiscal year ended December 31, 2024.

  40. 2024 Grants of Plan-Based Awards

    | | | Estimated Possible Payouts Under Non-Equity Incentive Plan Awards(1) | | | All Other Stock Option Awards | | | | Name | Grant Date | Threshold ($) | Target ($) | Maximum ($) | Number of Securities Underlying Options (#)(2) | Exercise Price of Stock Option Awards ($)(3) | Grant Date Fair Value of Stock Option Awards ($)(4) | | Mark E. Jones | 1/2/2024 | — | — | — | 130,000 | 80.97 | 4,152,200 | | Mark K. Miller | 1/2/2024 | 17,500 | 700,000 | 875,000 | 80,000 | 80.97 | 2,555,200 | | | 7/1/2024 | | | | 50,000 | 61.35 | 1,225,500 | | Mark E. Jones, Jr. | 1/2/2024 | 6,375 | 255,000 | 318,750 | 65,000 | 80.97 | 2,076,100 | | John T. O'Connor | 1/2/2024 | — | — | — | 25,000 | 80.97 | 798,500 |

  41. 2024 Grants of Plan-Based Awards

    (1) Represents annual performance-based bonus awards granted under our cash bonus plan. The actual amounts earned with respect to these bonuses are included in the "Summary Compensation Table" above under the "Bonus" column. (2) The amounts in this column reflect the number of stock options granted, as discussed in “Compensation Discussion and Analysis — Elements of Compensation — Long-Term Equity Incentives.” (3) The exercise price for the stock options was set based on the closing price of underlying Class A common stock on the date of the grant. The exercise price of stock options granted to our NEOs were granted at a 10% premium over the market price of our Class A common stock on the date of the grant. (4) The amounts shown in this column reflect the aggregate grant date fair value of options granted under the Omnibus Plan to purchase our common stock, computed in accordance with FASB ASC Topic 718. Any estimated forfeitures are excluded from the values reported in this table. The assumptions used in the valuation of these options are set forth in Note 13 to our financial statements, which are included in our Annual Report for the year ended December 31, 2024.

  42. Outstanding Equity Awards at 2024 Fiscal Year-End

    Outstanding Equity Awards at 2024 Fiscal Year-End The following table sets forth all outstanding equity awards held by our NEOs as of December 31, 2024.

  43. Outstanding Equity Awards at 2024 Fiscal Year-End

    | Name | Number of Securities Underlying Unexercised Options Exercisable (#) | Number of Securities Underlying Unexercised Options Unexercisable (#) | Option Exercise Price ($) | Option Expiration Date | | Mark E. Jones | 234,000 | - | 40.88 | 4/1/2030 | | | 100,000 | 50,000 | 143.24 | 1/3/2032 | | | 66,667 | 133,333 | 38.78 | 1/3/2033 | | | - | 130,000 | 80.97 | 1/2/2034 | | Mark K. Miller | 19,000 | - | 131.87 | 1/4/2031 | | | 120,000 | 60,000 | 48.15 | 5/13/2032 | | | 13,334 | 26,666 | 38.78 | 1/3/2033 | | | - | 80,000 | 80.97 | 1/2/2034 | | | - | 50,000 | 61.35 | 7/1/2034 | | Mark E. Jones, Jr. | 35,000 | - | 44.14 | 1/2/2030 | | | 23,334 | 11,666 | 130.22 | 1/3/2032 | | | 10,000 | 5,000 | 48.15 | 5/13/2032 | | | 43,334 | 21,666 | 41.51 | 10/31/2032 | | | 11,667 | 23,333 | 38.78 | 1/3/2033 | | | - | 65,000 | 80.97 | 1/2/2034 | | John T. O'Connor | 13,334 | 6,666 | 57.49 | 5/2/2032 | | | 6,667 | 13,333 | 35.25 | 1/3/2033 | | | - | 25,000 | 80.97 | 1/2/2034 |

  44. 2024 Option Exercises

    2024 Option Exercises The following table sets forth the number of shares acquired and the value realized upon exercise of stock options during the fiscal year ended December 31, 2024 by each of our NEOs. The value realized on exercise of stock options is calculated based on the difference between the market price of our Class A common stock upon exercise and the exercise price of the stock option.

  45. 2024 Option Exercises

    | Name | Number of Shares Acquired on Exercise (#) | Value Realized on Exercise ($) | | Mark E. Jones | 45,324 | 3,364,496 | | Mark K. Miller | 61,622 | 6,174,449 | | Mark E. Jones, Jr. | - | - | | John T. O'Connor | - | - |

  46. PAY VERSUS PERFORMANCE

    PAY VERSUS PERFORMANCE The below Pay-versus-Performance Table describes the relationship between the “Compensation Actually Paid” or "CAP" to our NEOs for 2024, 2023, 2022, 2021, and 2020 (each, a “Covered Year”), and the Company’s Total Shareholder Return (TSR), Net Income, and Core Revenue, a financial performance metric which Goosehead believes is our most important financial performance measure. Core Revenue is a non-GAAP measure as defined and discussed in our Annual Report in the section titled "Item 7. Management's discussion and analysis of financial condition and results of operations—Non-GAAP Financial Measures."

  47. PAY RATIO

    PAY RATIO In accordance with the requirements of Section 953(b) of the Dodd-Frank Act and Item 402(u) of Regulation S-K (which we collectively refer to as the “Pay Ratio Rule”), we provide the following estimated information for 2024: •The median of the annual total compensation of all our employees (except our CEO) was $52,062.44; •The annual total compensation of our CEO was $4,922,200; and •The ratio of these two amounts was approximately 95 to 1. The above ratio is a reasonable estimate calculated in a manner consistent with the requirements of the Pay Ratio Rule. To determine our median employee, we first identified our total employee population from which we determined our “median employee”. We determined that, as of December 31, 2024, our employee population consisted of approximately 1,580 individuals (as reported in "Item 1. Business" in our Annual Report). To identify our “median employee” from our employee population, we compared the amount of base salary as reflected in our payroll records as reported to the Internal Revenue Service on Form W-2 for 2024. We then conducted an analysis of our entire employee population and annualized the compensation of all full-time employees who were hired in 2024 but did not work for us for the entire fiscal year. We identified our “median employee” using this compensation measure, which was consistently applied to all our employees included in the calculation. Using the methodology described above, we determined that our “median employee” was a service agent with total compensation of $52,062.44 for the 12-month period ending December 31, 2024. This employee’s annual total compensation for 2024 was determined using the same methodology we used for purposes of determining the annual total compensation of our NEOs for 2024 (as set forth in the "Summary Compensation Table" above). Due to the CEO Succession, we calculated the annual total compensation of our CEO for 2024 by annualizing Mark K. Miller's CEO compensation.