Blog: GOOSEHEAD INSURANCE, INC. : Change in Directors or Principal Officers, Regulation FD Disclosure, Financial Statements and Exhibits (form 8-K) – Marketscreener.com

Item 5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On September 9, 2022, the Board of Directors of Goosehead Insurance, Inc. (the
“Company”) appointed Mark E. Jones, Jr. as Chief Financial Officer of the
Company, to succeed Mark Colby, who is departing from the role. Mr. Jones, Jr.’s
appointment and Mr. Colby’s departure each became effective on September 12,
2022. Mr. Colby may serve as a consultant to the Company during a transition
period and the terms of such engagement will be disclosed when finalized.

Mr. Jones, Jr., 30, joined Goosehead in 2016 as its Controller and was promoted
to Vice President of Finance in 2020, reporting directly to the CFO. He was
instrumental to Goosehead’s IPO in 2018 and has been responsible for overseeing
Goosehead’s SEC reporting, financial planning and analysis, and directly
managing Goosehead’s finance team. Prior to joining Goosehead, Mr. Jones worked
in Ernst & Young’s Audit practice, primarily focused on financial service
companies. He is a graduate of Texas A&M University with a bachelor’s degree in
accounting and a master’s degree in finance and is a Certified Public
Accountant.

Mr. Jones, Jr. will receive the following compensation: annual base salary of
$265,000; a bonus opportunity for 2022 of $125,000, stock options with respect
to 65,000 shares of Company stock; annual stock option grants in the future at
the discretion of the compensation committee of the Board; and customary
employee benefits. The foregoing description is qualified in its entirety by the
full text of an offer letter to Mr. Jones, Jr., a copy of which is filed as
Exhibit 10.1 to this Current Report on Form 8-K and incorporated herein by
reference.

There are no arrangements or understandings between Mr. Jones, Jr. and any other
person pursuant to which Mr. Jones, Jr. was selected as an officer.

Mr. Jones, Jr. is the son of Mark E. Jones, the Company’s Chairman, director and
Chief Executive Officer, and Robyn Jones, the Company’s Vice Chairman and
director, and the brother-in-law of P. Ryan Langston, the Company’s Vice
President, Chief Legal Officer and Corporate Secretary. In his capacity as Vice
President of Finance of the Company, Mr. Jones, Jr. received compensation in the
aggregate amount of $465,500 since January 1, 2021. Such compensation was
previously ratified by the audit committee of the Company as a related party
transaction.

Item 7.01 Regulation FD Disclosure.

On September 12, 2022, the Company issued a press release announcing the
appointment of Mr. Mark E. Jones, Jr. as Chief Financial Officer of the Company,
as well as certain other matters. A copy of the press release is furnished as
Exhibit 99.1 to this Current Report on Form 8-K.

The information contained in this Item 7.01 and Exhibit 99.1 attached hereto is
being furnished and shall not be deemed “filed” for purposes of Section 18 of
the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and shall
not be deemed incorporated by reference in any filing under the Securities Act
of 1933, as amended, or the Exchange Act, except as expressly set forth by
specific reference in such filing.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

Exhibit
No.                                                    Description

         10.1            Offer Letter to Mark E. Jones, Jr., dated September 1    1    , 2022
         99.1            Press Release issued by Goosehead Insurance, Inc., dated September
                         12, 2022

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