Goosehead Insurance (GSHD) Proxy filing summary

Executive summary

• Annual meeting scheduled for May 4, 2026, with voting on director elections, auditor ratification, and executive compensation approval.

• 2025 saw 16% revenue growth to $365.3M, 17% written premium growth to $4.4B, and 14% adjusted EBITDA growth to $113.6M (31% margin).

• Major technology investments included the launch of Digital Agent 2.0 and AI-powered service enhancements.

• Franchise network consolidation and productivity improvements led to a healthier system and increased client retention.

• Shareholder materials are primarily distributed electronically to reduce costs and environmental impact.

Voting matters and shareholder proposals

• Shareholders will vote on electing two Class II directors (Robyn Jones and William Wade, Jr.), ratifying Deloitte & Touche LLP as auditor, and approving executive compensation on an advisory basis.

• Board recommends voting FOR all proposals.

• Shareholder proposals for the 2027 meeting must be submitted between January 4 and February 3, 2027.

Board of directors and corporate governance

• Board consists of eight directors in three staggered classes; five are independent.

• Lead independent director role established for enhanced oversight.

• Three fully independent committees: Audit, Compensation, and Nominating & Governance.

• Annual board and committee self-assessments and 100% attendance at meetings in 2025.

• Stock ownership guidelines require non-employee directors to hold $105,000 in stock within five years.