Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers;
Compensatory Arrangements of Certain Officers.
Chief Financial Officer & Treasurer Transition
On July 31, 2026, GoodRx Holdings, Inc. (the “Company”) determined that Christopher McGinnis will transition from
his role of Chief Financial Officer & Treasurer, effective as of 11:59 p.m. Eastern Time on August 5, 2026. Mr. McGinnis’s
departure is not a result of any disagreement with the Company on any matter relating to the Company’s operating
performance, financial reporting, accounting, internal controls, operations, policies, or practices. The Company thanks Mr.
McGinnis for his contribution and service to the Company.
On August 2, 2026, the Board of Directors (the “Board”) of the Company appointed Justin Fengler, the Company’s
current Chief Strategy & Operations Officer, to also serve as Chief Financial Officer & Treasurer of the Company, effective as
of August 6, 2026 (the “Effective Date”). The Board designated Mr. Fengler as principal financial officer, effective as of the
Effective Date. Mr. Fengler will continue to oversee the Company’s strategy and operations.
Mr. Fengler, 38, has served as the Company’s Chief Strategy & Operations Officer since September 2025. Mr. Fengler
has been with the Company since 2016. Prior to his current role, Mr. Fengler most recently served as the Company’s Senior
Vice President of Corporate Strategy & Business Operations, where he oversaw the Company’s strategic initiatives, mergers
and acquisitions, and executive operations, since 2018. Prior to joining the Company, Mr. Fengler was a healthcare
investment banker with TripleTree from 2013 to 2016 and was a consultant with Oliver Wyman prior to that. Mr. Fengler
holds degrees in business and international relations from the University of Arkansas.
In connection with his appointment as Chief Financial Officer & Treasurer, Mr. Fengler will be granted (i) a restricted
stock unit award having an aggregate value of $600,000 (the “RSU Award”) and (ii) a performance stock unit award having
an aggregate value of $600,000 (the “PSU Award”) under the Company’s 2020 Incentive Award Plan. Each award is
expected to be granted on the first trading day of the first “open window” that occurs following the Effective Date. The
number of shares of the Company’s Class A common stock subject to the RSU Award and PSU Award will be determined
based on the closing share price over the last 30 calendar days preceding the applicable grant date. The RSU Award will
vest ratably on a quarterly basis over 12 quarters, with the first quarterly vesting to occur on November 15, 2026, subject to
Mr. Fengler’s continued employment through the applicable vesting date. The PSU Award will vest ratably in three equal
installments, with one-third eligible to vest on March 3, 2027 and the two anniversaries thereafter, subject to the Company’s
achievement of certain fiscal 2026 financial performance goals certified by the Board and Mr. Fengler’s continued
employment through the applicable vesting dates. In addition, Mr. Fengler will receive a one-time cash payment of $100,000
in connection with his appointment, and was designated as a Tier 1 participant in the Company’s Executive Severance Plan.
There are no transactions in which the Company is a party and in which Mr. Fengler has a material interest subject to
disclosure under Item 404(a) of Regulation S-K. There are no family relationships between Mr. Fengler and any of the
Company’s current or former directors or executive officers.
Mr. Fengler has also entered into the Company’s standard indemnification agreement for directors and officers, the
form of which was previously filed by the Company as Exhibit 10.1 to the Registration Statement on Form S-1/A (File No.
333-248465) initially filed by the Company with the Securities and Exchange Commission on September 14, 2020.
McGinnis Separation Agreement
In connection with Mr. McGinnis’s departure from the Company, the Company expects to enter into a Separation
Agreement & Release with Mr. McGinnis (the “Separation Agreement”). Pursuant to the Separation Agreement, Mr.
McGinnis will be eligible to receive the severance payments and benefits provided to Tier I participants in the Company’s
Executive Severance Plan.
In exchange for the consideration provided in the Separation Agreement, Mr. McGinnis will agree to release and
discharge the Company and related parties from any and all claims and causes of action arising out of, or in any way related
to, agreements, events, acts or conduct at any time prior to and including the Effective Date, except for certain claims such
as such claims that by law cannot be waived as a matter of law. The Separation Agreement also contains a non-
disparagement clause and certain other customary provisions.
Following the Effective Date, Mr. McGinnis will continue to be subject to a proprietary information and invention
assignment agreement containing confidentiality, intellectual property assignment and other covenants.