Goosehead Insurance (GSHD) Proxy Filing summary

Executive summary

• Achieved 20% revenue growth to $314.5M and 43% adjusted EBITDA growth to nearly $100M in 2024, with a 32% margin, despite industry headwinds.

• Expanded agent network to over 400 corporate agents and 1,100 franchises, with first-year franchise productivity up 76%.

• Technology investments improved agent tools, automation, and client retention (84% client, 98% premium retention).

• CEO transition: Mark K. Miller succeeded Mark E. Jones as CEO on July 1, 2024; Jones became Executive Chairman.

• 2025 priorities: further technology optimization, network expansion, leveraging AI, and strengthening client relationships.

Voting matters and shareholder proposals

• Election of two Class I Directors (Mark K. Miller and James Reid) for terms ending 2028.

• Ratification of Deloitte & Touche LLP as independent auditor for 2025.

• Advisory vote on executive compensation (say-on-pay).

• Board recommends voting FOR all proposals.

Board of directors and corporate governance

• Board consists of seven directors, majority independent, divided into three staggered classes.

• Committees: Audit, Compensation, and Nominating & Governance—all fully independent.

• Lead independent director role established for enhanced oversight.

• Annual board and committee self-assessments; strong attendance at meetings.

• Stock ownership guidelines for directors and NEOs adopted in 2024.