Goosehead Insurance, Inc.
For the period ended May 5, 2025. Filed Mar 26, 2025.
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May 5, 2025 · Filed Mar 26, 2025
Contents
Pay-versus-Performance Table
| Year(1) · Summary Comp. Table Total for Jones ($)(2) · Summary Comp. Table Total for Miller ($)(2)(3) · CAP to Jones ($)(4) · CAP to Miller ($)(3)(4) · Average Summary Comp. Table Total for other NEOs ($)(5) · Average CAP to Other NEOs (loss) ($)(4) · Value of Initial Fixed $100 Investment Based on:(6) · Net Income ($)(7) · Core Revenue ($) | |||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| TSR ($) · Russ-ell 2000 TSR ($) | |||||||||||||||
| 2024 | 5,668,858 | 4,872,444 | 8,796,963 | 8,581,135 | 1,947,019 | 3,411,783 | 259 | 143 | 49,113,000 | 273,737,000 | |||||
| 2023 | 5,630,110 | — | 9,265,590 | — | 1,130,974 | 2,811,575 | 183 | 128 | 23,696,000 | 233,007,000 | |||||
| 2022 | 9,773,674 | — | (36,439,939) | — | 3,565,666 | (9,725,102) | 83 | 109 | 2,630,000 | 188,171,000 | |||||
| 2021 | 1,914,440 | — | 856,633 | — | 600,200 | 127,092 | 314 | 138 | 8,296,000 | 133,420,000 | |||||
| 2020 | 5,430,680 | — | 35,276,080 | — | 2,134,478 | 14,390,511 | 297 | 120 | 18,755,000 | 95,068,000 | |||||
(1) The principal executive officer ("PEO") and NEOs for the applicable fiscal years were as follows: (a) for 2024: Mr. Miller assumed the role of the Company's PEO on July 1, 2024 and Mr. Jones served as PEO during 2024 until such date, and our other NEOs were Mr. Jones Jr. and Mr. O'Connor; (b) for 2023: Mr. Jones served as the Company's PEO for the entirety of 2023 and our other NEOs were Mr. Miller, Mr. Jones Jr., Mr. O'Connor, and the then-serving Chief Legal Officer ("CLO"), P. Ryan Langston; (c) for 2022: Mr. Jones served as the Company's PEO for the entirety of 2022 and our other NEOs were Mr. Miller and Mr. Jones Jr. (and their respective predecessors, Michael C. Colby and Mark Colby) and the then-serving CLO, P. Ryan Langston; and (d) for 2021 and 2020: Mr. Jones served as the Company's PEO for the entirety of 2021 and 2020 and our other NEOs were the then-serving President and COO, Michael C. Colby, CFO, Mark S. Colby, and CLO, P. Ryan Langston.
(2) Amounts reported in this column represent the total compensation reported in the Summary Compensation Table for the applicable year in which the NEO served as PEO.
(3)For 2023, 2022, 2021, and 2020, Mr. Miller's compensation is included in the column average NEO compensation amount since he was an NEO during such years, but did not serve as a PEO for any portion of those years.
(4)CAP for our PEOs and average CAP for our other NEOs in Covered Years reflect the respective amounts set forth in this column, adjusted as follows in the table below, as determined in accordance with SEC rules. These amounts do not reflect the actual amount of compensation earned by or paid to our PEO and other NEOs during the applicable year and may be higher or lower than the amounts, if any, that are ultimately realized by such individuals. Fair values in the table above are computed in accordance with FASB ASC 718 as of the end of the respective fiscal year, other than fair values of awards that vest in the covered year, which are valued as of the applicable vesting date.
(5)Amounts reported in this column represent the average of the total compensation reported in the Summary Compensation Table for the applicable year for the Company's NEOs other than the PEOs for such years.
(6)The columns “TSR" (Total Shareholder Return) and “Russell 2000 TSR” are calculated based on an initial fixed investment of $100 in the Company and the Russell 2000 Index, respectively, from the beginning of the earliest year in the table (2020) through the end of each applicable year in the table, assuming reinvestment of dividends, as calculated in accordance with Item 201(e) of Regulation S-K.
(7) Net Income is prepared in accordance with GAAP.
CAP is a prescribed metric which adjusts total NEO compensation from the Summary Compensation Table above to reflect changes in (i) the fair value of NEO's 2024 vested options as of their vesting date, by (ii) the fair value of unvested NEO options as of December 31, 2024, (iii) the fair value of awards that are determined to fail to meet the applicable vesting conditions as of December 31, 2024, and (iv) pension adjustments, dividends, or other compensation not otherwise included in the Summary Compensation Table. The amounts deducted or added in calculating these equity award adjustments for 2024 are as follows:
| Jones 2024 | Miller 2024 | Other NEOs 2024 | |
|---|---|---|---|
| Summary Compensation Table Total | $5,668,858 | $4,872,444 | $1,947,019 |
| Less Stock Award Value Reported in Summary Compensation Table for the Covered Year | $4,152,200 | $3,780,700 | $1,437,300 |
| Plus Fair Value for Unvested Awards Granted in the Covered Year | $6,570,899 | $7,140,265 | $2,274,539 |
| Change in Fair Value of Outstanding Unvested Awards from Prior Years | $709,406 | $349,126 | $627,525 |
| Plus Fair Value of Awards Granted in the Covered Year that Vested in the Covered Year | $— | $— | $— |
| Less Fair Value of Awards Forfeited during the Covered Year | $— | $— | $— |
| Plus Fair Value of Incremental Dividends or Earnings Paid on Stock Awards | $— | $— | $— |
| Less Aggregate Change in Actuarial Present Value of Accumulated Benefit Under Pension Plans | $— | $— | $— |
| Plus Aggregate Service Cost and Prior Service Cost for Pension Plans | $— | $— | $— |
| Compensation Actually Paid | $8,796,963 | $8,581,135 | $3,411,783 |
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