GOOSEHEAD INSURANCE INC CLASS A (GSHD)

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2026 Annual Meeting Analysis

GOOSEHEAD INSURANCE INC CLASS A · Meeting: May 4, 2026

Policy v1.2high confidenceView Filing ↗
For informational purposes only. This AI-generated analysis applies a published voting policy to publicly available proxy filings. It does not constitute investment advice, proxy voting advice, or a solicitation of any kind. AI analysis may be incomplete or inaccurate — always review the actual filing and make your own independent decision.

Directors FOR

1

Directors AGAINST

1

Say on Pay

FOR

Auditor

FOR

Director Elections

Election of Class II Directors

1 FOR/1 AGAINST

Against Analysis

✗ AGAINST
Robyn Jonesfamilial relationship to CEO founderTSR trigger applies but peer group check passesco founder family member designated independent concern

Robyn Jones is the co-founder and spouse of Executive Chairman Mark E. Jones, making her a family member of senior management; the policy directs a No vote for directors with familial relationships to the CEO or founder, and while the proxy does not explicitly designate her as independent, her close family connection to the controlling founder and Executive Chairman raises a significant governance concern that warrants withholding support.

For Analysis

✓ FOR
William Wade, Jr.

Mr. Wade joined the board in April 2025, which is less than 24 months ago, so he is exempt from the TSR performance trigger; he brings relevant expertise in technology strategy and has no identified overboarding, attendance, or independence concerns.

Two Class II directors are up for election. William Wade, Jr. earns a FOR vote as a recent appointee with strong credentials who is exempt from the TSR trigger. Robyn Jones receives an AGAINST recommendation because she is the spouse of co-founder and Executive Chairman Mark E. Jones, creating a familial relationship to senior management that is a direct policy trigger regardless of TSR performance; the policy directs a No vote for directors with familial ties to the CEO or founder.

Say on Pay

✓ FOR

CEO

Mark K. Miller

Total Comp

$4,850,272

Prior Support

97.49%%

CEO Mark K. Miller's total reported compensation of $4,850,272 is reasonable for a CEO at a $1.5 billion financial services company, and the pay structure is strongly performance-oriented — approximately 85.5% of his pay is at risk, with equity delivered as premium-priced stock options that require at least 10% stock price appreciation before any value is realized. The company received 97.49% shareholder support on last year's say-on-pay vote, reflecting broad shareholder satisfaction with the program, and the Compensation Committee has been responsive to prior feedback by increasing the performance-based portion of the annual bonus from 50% to 75% tied to pre-set financial metrics. While the stock has underperformed peers over the past year, the incentive structure is genuinely at-risk and already reflects this through reduced option values, so the pay-for-performance alignment test is satisfied.

Auditor Ratification

✓ FOR

Auditor

Deloitte & Touche LLP

Tenure

9 yrs

Audit Fees

$1,712,530

Non-Audit Fees

$0

Deloitte has audited Goosehead since 2017, giving it approximately nine years of tenure, well below the 25-year threshold that would trigger concern; non-audit fees are zero, meaning the entire fee relationship is pure audit work with no independence risk; and Deloitte is a Big Four firm fully appropriate for a $1.5 billion company.

Overall Assessment

This is a three-proposal annual meeting ballot for Goosehead Insurance covering director elections, auditor ratification, and executive compensation. The vote determinations are largely supportive except for Robyn Jones, the co-founding spouse of Executive Chairman Mark E. Jones, who receives an AGAINST recommendation due to a direct familial relationship to senior management — a firm policy trigger — while the auditor and say-on-pay proposals both pass their respective policy screens cleanly.

Filing date: March 25, 2026·Policy v1.2·high confidence

Compensation Peer Group

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