GOOSEHEAD INSURANCE INC CLASS A (GSHD)
Sector: Financials
2026 Annual Meeting Analysis
GOOSEHEAD INSURANCE INC CLASS A · Meeting: May 4, 2026
Directors FOR
1
Directors AGAINST
1
Say on Pay
FOR
Auditor
FOR
Director Elections
Election of Class II Directors
Against Analysis
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
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
✓ FORCEO
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
✓ FORAuditor
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.
Compensation Peer Group
22 companies disclosed in 2026 proxy filing