Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers;
Compensatory Arrangements of Certain Officers.
On October 31, 2025, GoodRx Holdings, Inc. (the “Company”) and Trevor Bezdek, the Company’s Co-Chairman of
the Board of Directors (the “Board”), mutually agreed to end Mr. Bezdek’s employment and executive officer service with the
Company and its subsidiaries upon the expiration of his employment agreement on November 1, 2025. Mr. Bezdek will
continue to serve as a Co-Chairman of the Board as a non-employee director.
Compensation of Mr. Bezdek
Following his termination of employment, as a non-employee director, Mr. Bezdek will be eligible to receive the
standard compensation received by non-employee directors under the Company’s second amended and restated Non-
Employee Director Compensation Program (the “A&R Director Compensation Program”) and will be permitted to participate
in the Deferred Compensation Plan for Directors (the “Deferred Compensation Plan”). Under the A&R Director
Compensation Program, Mr. Bezdek will be eligible to receive (i) an annual cash retainer of $30,000 for his service on the
Board (pro-rated based on his service as a non-employee director during the 2025 fiscal year), (ii) an additional annual cash
retainer of $10,000 for his service as the member of the Nominating and Corporate Governance Committee (pro-rated
based on his service during the 2025 fiscal year) (iii) an additional annual cash retainer of $75,000 for his service as Co-
Chair of the Board (pro-rated based on his service during the 2025 fiscal year and to which Scott Wagner will also be
entitled) and (iv) if serving on the Board as of the date of the annual meeting of the Company’s stockholders for a given
calendar year, an annual award of restricted stock units (“RSUs”) with a value of $230,000 granted on such annual meeting
date. Additionally, in connection with Mr. Bezdek’s transition to a non-employee director, the Board, based on the
recommendation of its Compensation Committee, granted Mr. Bezdek (a) a one-time initial award of RSUs with a value of
$420,000, which 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 continued service through the applicable vesting date; and (b) an award of RSUs with a value of
$134,219, which will vest in full on the earlier of (i) June 3, 2026 and (ii) the date of the 2026 Annual Meeting of
Stockholders, subject to continued service through the applicable vesting date. These awards were granted effective on
November 2, 2025, and the number of RSUs underlying each award was determined by dividing the applicable award value
by the average closing price for the Company’s Class A common stock over the 30 calendar days preceding the grant dates.
Pursuant to the Deferred Compensation Plan, Mr. Bezdek will be permitted to defer (i) all or a portion of his annual
cash retainers (including any cash retainers for service on a committee) earned under the A&R Director Compensation
Program and (ii) the settlement of any of his RSU awards granted under the A&R Director Compensation Program beyond
the applicable vesting period in accordance with the terms and conditions set forth in the Deferred Compensation Plan.