DEF 14A of GoodRx Holdings, Inc., Apr 29, 2026

DEF 14A of GoodRx Holdings, Inc.

Filed Apr 29, 2026 · FY20250001809519-26-000091

Open on EDGAR

  1. Compensation Governance and Best Practices

    | What We Do | | What We Do Not Do | | ✓ | Retain an independent compensation consultant who advises the Compensation Committee and provides no other services to the Company.X | Do not grant uncapped cash incentives or guaranteed equity compensation. | | ✓ | Maintain a size appropriate peer group for aligning pay opportunities with prevailing market competitive practicesX | Do not provide guaranteed minimum bonuses for our executive officers. | | ✓ | Emphasize the use of equity compensation for executive officers, including Performance Stock Units to promote retention and reward long-term value creation.X | No excise tax gross-ups in connection with change in control. | | ✓ | Require minimum stock ownership levels for all executive officers and paid directors to align their interests with the interests of our stockholders.X | Do not provide significant perquisites. |

  2. Role of Compensation Consultant

    Role of Compensation Consultant The Compensation Committee engages an external compensation consultant to assist the committee by providing information, analysis and other advice relating to our executive and director compensation programs and the decisions resulting from the Compensation Committee’s annual executive compensation review. The compensation consultant reports directly to our Compensation Committee and its Chair, and serves at the discretion of the Compensation Committee, which reviews the engagement annually. For 2025, our Compensation Committee continued to retain Pay Governance to serve as its external compensation consultant to advise on executive and director compensation matters, including competitive market pay practices, and data analysis and selection of our compensation peer group. During 2025, Pay Governance attended Compensation Committee meetings and advised on executive compensation matters including: •Developing an updated executive compensation peer group; •Conducting a competitive market assessment of the compensation opportunities for our executive officers and non-employee directors; •Reviewing and summarizing equity compensation practices among our peers; •Assisting with the development of our equity compensation strategy; •Conducting a competitive market assessment of executive severance and change-in-control provisions; 27

  3. Competitive Position

    Competitive Position For the purpose of assessing our executive compensation program against the competitive market, the Compensation Committee reviews and considers the compensation levels and practices of a select group of peer companies. This compensation peer group generally consists of companies that are similar to us in terms of industry, revenue and market capitalization. In selecting the companies to include in our compensation peer group for 2025, the Compensation Committee considered the following targeted selection criteria:

  4. Peer Group

    Peer Group The companies in our compensation peer group for 2025 consisted of the following companies:

  5. Peer Group

    | Affirm Holdings, Inc. | Hims & Hers Health, Inc. | | Alarm.com Holdings, Inc. | LegalZoom.com, Inc. | | Alignment Healthcare, Inc. | Marqeta, Inc. | | AppFolio, Inc. | Phreesia, Inc. | | Asana, Inc. | Premier, Inc. | | Box, Inc. | Privia Health Group, Inc. | | CarGurus, Inc. | Progyny, Inc. | | Certara, Inc. | Q2 Holdings, Inc. | | Doximity, Inc. | Teladoc Health, Inc. | | EverCommerce, Inc. | Vertex, Inc. | | HealthEquity, Inc. | ZipRecruiter, Inc. |

  6. Peer Group

    For purposes of 2025 compensation decisions, we modified our compensation peer group to remove seven companies, primarily because their revenue and/or market capitalization was outside the criteria range, and added nine companies whose market capitalization and/or revenue satisfied the peer group selection criteria. The tables below illustrate the specific changes to the peer group. Companies removed from the peer group:

  7. Peer Group

    | Accolade, Inc. | Sharecare, Inc. | | EngageSmart, Inc. | Squarespace, Inc. | | MultiPlan Corp. | 23andMe Holding Co. | | Nextgen Healthcare, Inc. | |

  8. Peer Group

    Companies added to the peer group:

  9. Peer Group

    | Alarm.com Holdings, Inc. | Premier, Inc. | | Box, Inc. | Privia Health Group, Inc. |

  10. Peer Group

    28

  11. Elements of the Company’s Executive Compensation Program

    Elements of the Company’s Executive Compensation Program We design each of the principal components of our executive compensation program to fulfill one or more of the principles and objectives of our compensation philosophy described above. For the fiscal year ended December 31, 2025, the compensation program of our named executive officers generally consisted of: •Base salary; •Annual performance-based cash bonus opportunities; and •Long-term equity incentive compensation. In addition, our named executive officers are eligible to participate in our health and welfare programs and our 401(k) plan on the same basis as our other employees. Additionally, in 2025, we entered into one-time retention bonus agreements with Ms. Barnes, Messrs. McGinnis and Nabiey. Certain of the employment arrangements entered into with our named executive officers contain severance and/or change-in-control protections, which aid in attracting and retaining executive talent and help executives to remain focused and dedicated during potential transition periods due to a change in control. Each of these elements of compensation for 2025 is described further below.

  12. Cash Bonus Compensation

    Cash Bonus Compensation 2025 Annual Cash Incentive Program Compensation under our annual performance-based cash bonus program ("bonus plan"), if any, is earned and granted under the terms of our 2020 Incentive Award Plan (the “2020 Plan”). We award annual performance-based cash bonus compensation to drive the achievement of key short-term business results and to recognize individuals based on their contributions to those results. The bonus plan provides participants, including our named executive officers, the opportunity to earn cash incentive bonuses based upon attainment of certain corporate objectives (and for some employees, individual objectives) that we deem appropriate for the fiscal year. 29

  13. Table of Contents

    | Named Executive Officer | Target Percentage of Base Salary | Target Bonus ($) | | Wendy Barnes | 100% | $825,000 | | Christopher McGinnis (1) | 100% | $454,808 | | Trevor Bezdek (2) | 100% | $416,667 | | Romin Nabiey (3) | 40% | $138,890 |

  14. Table of Contents

    | | | | | 2025 Payout Based on Actual Achievements | | | | Threshold | Target | Maximum | | | | 2025 corporate performance goals | $52,084 | $104,168 | $156,252 | —% | $— | | 2025 individual performance goals | $— | $34,722 | $52,083 | 100% | $34,722 | | Discretionary bonus | $— | $— | $— | N/A | $72,918 | | | $52,084 | $138,890 | $208,335 | | $107,640 |

  15. Equity Compensation

    Equity Compensation We view equity-based compensation as a critical component of our executive compensation program. Equity-based compensation creates an ownership culture among our employees that provides an incentive to contribute to the continued growth and development of our business and aligns the interests of our executives with our stockholders. Our Compensation Committee believes it is essential to provide equity-based compensation to our executive officers in order to link the interests and risks of our executive officers with those of our stockholders, reinforcing our commitment to ensuring a strong linkage between company performance and pay. We historically have used restricted stock units and stock option awards as the primary incentives for long-term compensation to our named executive officers. Generally, the equity we grant vests in equal quarterly installments over four years, typically following a one-year cliff for new hires, subject to the employee’s continued service with us on the vesting date. We maintain the 2020 Plan as the vehicle pursuant to which we may grant equity incentive compensation to our named executive officers. Prior to our IPO, we maintained the Fifth Amended and Restated 2015 Equity Incentive Plan (the “2015 Plan”), under which some of our named executive officers have been granted equity incentive compensation. 2025 Equity Grants The Compensation Committee considered market data provided by Pay Governance in determining its grant of equity awards to certain of our named executive officers in 2025. The Compensation Committee determines the amounts and form of equity awards granted to each of our named executive officers after considering individual performance, roles and responsibilities of such named executive officer, competitive factors, vested and unvested value of the equity awards held by such named executive officer, and timing of prior equity awards granted. In addition, the size of the new hire awards are established through negotiation at the time when named executive officers are hired, taking into account factors such as market data for the position for which the individual is being considered, the individual's qualifications, and prior experience. During 2025, the Board approved equity grants in the form of stock option awards and RSU awards to Ms. Barnes, Messrs. McGinnis and Nabiey. The target values for the stock options and RSUs awarded in 2025 to our named executive officers are as follows:

  16. Equity Compensation

    | Named Executive Officer | 2025 Equity | | | | Stock Options (1) | Restricted Stock Units | | Wendy Barnes | $9,000,000 | $11,000,000(2) | | Christopher McGinnis | $3,500,000 | $3,500,000(2) | | Romin Nabiey | $375,000 | $375,000(3) |

  17. Equity Compensation

    _______________________________________ (1)The number of shares underlying each stock option was calculated based on the Black-Scholes fair value on the date our Board approved the grants. (2)The number of RSUs underlying each award was calculated based on the 20-day average of our closing stock price preceding the date our Board approved the grants. As such, the dollar-denominated value set forth in this table may be different from the grant-date fair value of the RSU award disclosed in our Summary Compensation Table later in this proxy statement. (3)The number of RSUs underlying the award was calculated based on the 30-day average of our closing stock price preceding the date our Board approved the grants. As such, the dollar-denominated value set forth in this table may be different from the grant-date fair value of the RSU award disclosed in our Summary Compensation Table later in this proxy statement. For Ms. Barnes, the stock options and $9,000,000 of the RSUs vest 25% on January 15, 2026 and the remaining 75% vest in substantially equal quarterly installments over the following three years, subject to her continued employment through the applicable vesting date. The remaining $2,000,000 in RSUs vest 50% on January 15, 2026 and the remaining 50% vest in substantially equal quarterly installments over the following two years, subject to her continued employment through the applicable vesting date. For Mr. McGinnis, the stock options and RSUs vest 25% on February 15, 2026 and the remaining 75% vest in substantially equal quarterly installments over the following three years, subject to his continued employment through the applicable vesting date. For Mr. Nabiey, the stock option and RSU awards were scheduled to vest in substantially equal quarterly installments over sixteen quarters beginning on May 15, 2025, subject to his continued employment through the applicable vesting date; however, he will forfeit the unvested portions of those awards in connection with his separation in June 2026. Mr. Voermann was not eligible to receive equity awards in 2025 because he departed from the Company in January 2025. Messrs. Bezdek and Wagner transitioned from their roles as executive officers of the Company to non-employee directors during 2025 and received equity awards in connection with their roles as non-employee directors. For a discussion of their equity awards, see “Director Compensation” below.

  18. Table of Contents

    | SUMMARY COMPENSATION TABLE |

  19. Table of Contents

    | Name and Principal Position | Year | Salary ($) | Bonus ($) (1) | Stock Awards ($) (2) | Option Awards ($) (2) | Non-Equity Incentive Plan Compensation ($) (3) | All Other Compensation ($) (4) | Total ($) | | Wendy Barnes | 2025 | 825,000 | 2,550,000 | 10,921,182 | 9,000,000 | — | 71,301 | 23,367,483 | | Chief Executive Officer & President | | | | | | | | | | Christopher McGinnis | 2025 | 454,808 | 1,250,000 | 3,474,923 | 3,499,997 | — | 19,188 | 8,698,916 | | Chief Financial Officer & Treasurer | | | | | | | | | | Romin Nabiey | 2025 | 347,250 | 102,918 | 379,718 | 374,999 | 34,722 | 17,061 | 1,256,668 | | Chief Accounting Officer and Former | 2024 | 326,627 | 286 | 257,870 | 249,997 | 98,520 | 9,303 | 942,603 | | Interim Chief Financial Officer | 2023 | 311,250 | 55 | 1,120,395 | 1,000,000 | 140,000 | 12,187 | 2,583,887 | | Scott Wagner | 2025 | 42,788 | — | 758,886 | — | — | 55,106 | 856,780 | | Former Interim Chief Executive Officer | 2024 | 750,000 | 750,212 | 3,902,298 | 3,999,996 | 363,969 | 997 | 9,767,472 | | | 2023 | 511,538 | 219 | — | 9,632,100 | — | 669 | 10,144,526 | | Karsten Voermann | 2025 | 22,212 | — | — | 251,805 | — | 6,239 | 280,256 | | Former Chief Financial Officer | 2024 | 450,000 | 443 | 2,578,753 | 2,499,997 | 272,070 | 35,338 | 5,836,601 | | | 2023 | 450,000 | 163,105 | — | — | 242,208 | 46,929 | 902,242 | | Trevor Bezdek | 2025 | 416,667 | 169 | 466,593 | — | — | 88,179 | 971,608 | | Co-Chairman of the Board | 2024 | 500,000 | 398 | — | — | 302,300 | 51,220 | 853,918 | | | 2023 | 500,000 | 250 | — | — | 269,120 | 42,158 | 811,528 |

  20. Table of Contents

    | Grants of Plan-Based Awards Table - Fiscal Year 2025 |

  21. Table of Contents

    | NARRATIVE TO SUMMARY COMPENSATION TABLE AND GRANTS OF PLAN-BASED AWARDS TABLE |

  22. Table of Contents

    | OUTSTANDING EQUITY AWARDS AT YEAR-END |

  23. Table of Contents

    | OPTION EXERCISES AND STOCK VESTED – FISCAL YEAR 2025 |

  24. Table of Contents

    | NONQUALIFIED DEFERRED COMPENSATION |

  25. Table of Contents

    | POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE-IN-CONTROL |

  26. Estimated Potential Payments

    Estimated Potential Payments The following table summarizes the payments that would be made to Ms. Barnes and Mr. McGinnis , upon the occurrence of certain qualifying terminations of employment or a change in control, in any case, occurring on December 31, 2025 and based on their respective compensation arrangements in effect as of December 31, 2025. The table does not include Messrs. Wagner, Voermann and Bezdek, for whom we describe the payments and benefits they actually received in connection with the termination of their employment in 2025 (as described above under “Potential Payments Upon Termination or Change-in-Control”). Amounts shown do not include (i) accrued but unpaid base salary through the date of termination or (ii) other benefits earned or accrued by the named executive officers during their employment that are available to all salaried employees. Amounts shown assume that any successor company in a change in control assumed or substituted awards for any outstanding awards under the 2020 Plan.

  27. Estimated Potential Payments

    | Name | Benefit | Death or Disability ($) | Termination Without Cause or for Good Reason (no Change in Control) ($) | Change in Control (no Termination) ($) | Termination Without Cause or for Good Reason in Connection with a Change in Control ($) | | Wendy Barnes | Cash | — | 825,000 | — | 1,237,500 | | | Equity Acceleration (1) | — | 1,109,517 | — | 3,501,917 | | | COBRA Premium Reimbursement (2) | — | 44,294 | — | 66,441 | | | Total (3) | — | 1,978,811 | — | 4,805,858 | | Christopher McGinnis | Cash | — | 500,000 | — | 500,000 | | | Equity Acceleration (1) | — | — | — | 889,925 | | | COBRA Premium Reimbursement (2) | — | 44,294 | — | 44,294 | | | Total (3) | — | 544,294 | — | 1,434,219 | | Romin Nabiey | Cash | — | — | — | — | | | Equity Acceleration | — | — | — | — | | | COBRA Premium Reimbursement | — | — | — | — | | | Total | — | — | — | — |

  28. Estimated Potential Payments

    _______________________________________ (1)Represents the value of unvested time-based RSUs held by Ms. Barnes and Mr. McGinnis on December 31, 2025 that would be subject to accelerated vesting, based on the closing stock price of our common stock on December 31, 2025 ($2.71). (2)Represents the estimated value of COBRA premium reimbursement based upon the monthly cost of such benefits to the Company as of December 31, 2025. (3)Amounts shown are the maximum potential payment the named executive officer would have received as of December 31, 2025, and do not take into account any potential reduction pursuant to Section 280G of the Internal Revenue Code best pay provision set forth in the named executive officer’s employment arrangement. Any such reduction, if any, would be calculated upon the named executive officer’s actual termination of employment. 48

  29. Table of Contents

    | CHIEF EXECUTIVE OFFICER PAY RATIO |

  30. Table of Contents

    | PAY VERSUS PERFORMANCE |

  31. Pay Versus Performance Table

    Pay Versus Performance Table The following table discloses information on compensation actually paid ("CAP") to our principal executive officers ("PEOs") and the average CAP for non-PEO named executive officers ("Non-PEO NEOs") during the specified years alongside total shareholder return ("TSR") and net income metrics.

  32. Pay Versus Performance Table

    | Year | Summary Compensation Table Total for PEO (1) | | | Compensation Actually Paid to PEO (2) | | | Average Summary Compensation Table Total for Non-PEO NEOs (3) ($) | Average Compensation Actually Paid to Non-PEO NEOs (4) ($) | Value of Initial Fixed $100 Investment Based On: | | Net Income (loss) (millions) (6) ($) | Adjusted EBITDA Margin (7) (%) | | | PEO (Barnes & Wagner) ($) | PEO (Hirsch) ($) | PEO (Bezdek) ($) | PEO (Barnes & Wagner) ($) | PEO (Hirsch) ($) | PEO (Bezdek) ($) | | | Total Shareholder Return ($) | Peer Group Total Shareholder Return (5) ($) | | | | (a) | (b) | (b) | (b) | (c) | (c) | (c) | (d) | (e) | (f) | (g) | (h) | (i) | | 2025 | 23,367,483 | — | — | 14,159,695 | — | — | 2,412,846 | 636,116 | 5.37 | 101.33 | 30.40 | 33.9% | | 2024 | 9,767,472 | — | — | 9,633,982 | — | — | 2,627,899 | (2,015,053) | 9.21 | 98.39 | 16.40 | 32.8% | | 2023 | 10,144,526 | 784,856 | 811,528 | 11,663,467 | 3,676,677 | 3,703,349 | 3,678,754 | 5,439,929 | 13.27 | 84.06 | (8.90) | 28.6% | | 2022 | — | 507,290 | 537,005 | — | (74,354,147) | (74,324,432) | 6,670,593 | 1,873,136 | 9.23 | 58.66 | (32.80) | 27.8% | | 2021 | — | 879,104 | 891,681 | — | (21,185,458) | (21,172,881) | 688,283 | (4,603,188) | 64.71 | 104.58 | (25.30) | 30.8% |

  33. Pay Versus Performance Table

    _______________________________________ (1)The dollar amounts reported in column (b) are the amounts of total compensation reported for Ms. Barnes (our Chief Executive Officer for 2025), Messrs. Wagner (our Interim Chief Executive Officer for 2024 and 2023) and Messrs. Hirsch and Bezdek (our Co-Chief Executive Officers for each of 2023, 2022, and 2021) for each applicable fiscal year in the “Total” column of the Summary Compensation Table. Refer to “Executive Compensation–Summary Compensation Table.” (2)The dollar amounts reported in column (c) represent the amount of CAP to Ms. Barnes and Messrs. Wagner, Hirsch and Bezdek, as computed in accordance with Item 402(v) of Regulation S-K. The dollar amounts do not reflect the actual amount of compensation earned by or paid to Ms. Barnes or Messrs. Wagner, Hirsch and Bezdek during the applicable year. In accordance with the requirements of Item 402(v) of Regulation S-K, the following adjustments were made to Ms. Barnes for 2025 to determine the CAP: Chief Executive Officer - Ms. Barnes

  34. Pay Versus Performance Table

    | Year (a) | Reported Summary Compensation Table Total for PEO ($) | Reported Value of Equity Awards (b) ($) | Equity Award Adjustments (c) ($) | Pension Benefit Adjustments | Compensation Actually Paid to PEO ($) | | 2025 | 23,367,483 | (19,921,182) | 10,713,394 | N/A | 14,159,695 |

  35. Pay Versus Performance Table

    ____________________________ (a)Amounts reported for 2025 are the amounts of total compensation reported for Ms. Barnes. (b)The grant date fair value of equity awards represents the total of the amounts reported in the “Stock Awards” and "Option Awards" column in the Summary Compensation Table for 2025. (c)The amounts deducted or added in calculating the equity award adjustments for Ms. Barnes are as follows: 50

  36. Disclosure of the Relationship Between Compensation Actually Paid and Financial Performance Measures

    Disclosure of the Relationship Between Compensation Actually Paid and Financial Performance Measures Cumulative TSR of the Company and Cumulative TSR of the Peer Group The graph below illustrates the relationship between compensation actually paid to the Company’s PEOs, other Non-PEO NEOs, the cumulative TSR and the weighted peer group TSR of the Dow Jones Internet Services Index ("DJISVC") for the fiscal years ended December 31, 2021, 2022, 2023, 2024 and 2025. TSR amounts reported in the graph assume an initial fixed investment of $100 at the close of trading on December 31, 2020 and depict the total five-year cumulative TSR from December 31, 2020 through December 31, 2025, and that all dividends paid by companies included in the index have been reinvested. The DJISVC TSR is calculated in a similar manner as the Company’s TSR. 52

  37. Table of Contents

    | DIRECTOR COMPENSATION |

  38. 2025 Director Compensation Program

    2025 Director Compensation Program On October 31, 2025, the Board approved an updated non-employee director compensation program (the “Second A&R Director Compensation Program”), which provides for annual retainer fees and long-term equity awards for certain of our non-employee directors. Directors who were eligible to participate in the Second A&R Director Compensation Program in 2025, included, Trevor Bezdek, Ronald E. Bruehlman, Ian T. Clark, Douglas Hirsch, Kelly J. Kennedy, Agnes Rey-Giraud, and Scott Wagner (each, an “Eligible Director”). Messrs. Wagner and Bezdek became eligible to participate in January 2025 and November 2025, respectively. The following table sets forth the compensation program for our non-employee directors during 2025:

  39. 2025 Director Compensation Program

    | | A&R Director Compensation Program (in effect prior to October 31, 2025) | Second A&R Director Compensation Program (in effect as of October 31, 2025) | | Cash Compensation | | | | Annual Retainer (1) | $30,000 | $30,000 | | Chairman or Co-Chairman Retainer | $— | $75,000 | | Annual Committee Chair Retainer | | | | Audit & Risk | $20,000 | $20,000 | | Compensation | $15,000 | $15,000 | | Nominating and Corporate Governance | $10,000 | $10,000 | | Innovation (2) | $15,000 | $— | | Annual Committee Member (Non-Chair) Retainer | | | | Audit & Risk | $10,000 | $10,000 | | Compensation | $10,000 | $10,000 | | Nominating and Corporate Governance | $10,000 | $10,000 | | Innovation (2) | $10,000 | $— | | Equity Compensation | | | | Initial Grant (3) | $420,000 | $420,000 | | Annual Grant (4) | $230,000 | $230,000 |

  40. 2025 Director Compensation Program

    _______________________________________ (1)Annual cash retainers will be paid in quarterly installments in arrears and will be pro-rated for any partial calendar quarter of service. (2)In June 2025, based on the recommendation of our Nominating and Corporate Governance Committee, the Board dissolved the Innovation Committee of the Board. (3)Each Eligible Director who is initially elected or appointed to serve on the board of directors will be granted a RSU award on the date on which such Eligible Director is appointed or elected to serve on the Board. The Initial Grant will vest as to one-third of the shares underlying the grant on each of the first three anniversaries of the grant date, subject to such Eligible Director’s continued service through the applicable vesting date. (4)An Eligible Director who serves on the Board as of the date of the annual meeting of the Company’s stockholders each calendar year will be granted a RSU award on such annual meeting date. The Annual Grant will vest in full on the earlier to occur of (i) the one-year anniversary of the applicable grant date and (ii) the date of the next annual meeting following the grant date, subject to such Eligible Director’s continued service through the applicable vesting date. In addition, each Initial Grant and Annual Grant will vest in full upon a change in control, other than a non-transactional change in control, of the Company (each as defined in the 2020 Plan). Compensation under our Second A&R Director Compensation Program is subject to the annual limits on non-employee director compensation set forth in the 2020 Plan.

  41. Director Compensation Table

    Director Compensation Table The following table sets forth information for 2025 regarding the compensation awarded to, earned by or paid to our non- employee directors who served on our Board during 2025. Ms. Barnes, who served as our Chief Executive Officer during 2025, did not receive additional compensation for her service as director, and therefore is not included in the table below. All compensation paid to Ms. Barnes and Messrs. Wagner and Bezdek (including all compensation earned by Messrs. Wagner and Bezdek in respect of their service on our Board in 2025) is reported above in the “Executive Compensation - Summary Compensation Table.”

  42. Director Compensation Table

    | Name | Fees Earned or Paid in Cash ($) (1) | Stock Awards ($) (2), (3) | Option Awards ($) | Total ($) | | Christopher Adams | — | — | — | — | | Ronald E. Bruehlman (4) | 50,000 | 224,777 | — | 274,777 | | Ian T. Clark | 50,333 | 224,777 | — | 275,110 | | Dipanjan Deb | — | — | — | — | | Douglas Hirsch (4) | 30,000 | 224,777 | — | 254,777 | | Kelly J. Kennedy | 40,000 | 224,777 | — | 264,777 | | Gregory Mondre | — | — | — | — | | Agnes Rey-Giraud (4) | 45,337 | 224,777 | — | 270,114 |

  43. Director Compensation Table

    _______________________________________ (1)Messrs. Bruehlman and Hirsch deferred 100% of their annual cash Board retainers and committee fees under our Deferred Compensation Plan. In addition, Mr. Wagner deferred 100% of his annual cash Board retainers, Co-Chairman retainer and committee fees under our Deferred Compensation Plan. The number of DSUs underlying each award was determined by dividing the value by the average closing price for the Company’s Class A common stock over the 30 calendar days preceding the grant date. DSUs are payable in shares of Company's Class A common stock on the earlier of (i) elected distribution date, (ii) Separation from Service; (iii) a Change in Control; (iv) death; or (v) Disability (each, as defined under the Deferred Compensation Plan). The annual cash Board retainers for Mr. Clark were paid to Thornsberry Consulting, LLC. 57