GOODRX HOLDINGS, INC.
NON-EMPLOYEE DIRECTOR COMPENSATION PROGRAM
Second Amended and Restated effective as of October 31, 2025
Eligible Directors (as defined below) on the board of directors (the “Board”) of GoodRx
Holdings, Inc. (the “Company”) shall be eligible to receive cash and equity compensation as set forth in
this Non- Employee Director Compensation Program (this “Program”). The cash and equity
compensation described in this Program shall be paid or be made, as applicable, automatically as set forth
herein and without further action of the Board, to each member of the Board who is not an employee of
the Company or any of its parents, affiliates or subsidiaries and who is determined by the Board to be
eligible to receive compensation under this Program (each, an “Eligible Director”), who may be eligible
to receive such cash or equity compensation, unless such Eligible Director declines the receipt of such
cash or equity compensation by written notice to the Company.
This Program, as amended, shall become effective as of the date first set forth above (the
“Effective Date”) and shall remain in effect until it is revised or rescinded by further action of the Board.
This Program may be amended, modified or terminated by the Board at any time in its sole discretion. No
Eligible Director shall have any rights hereunder, except with respect to equity awards granted pursuant
to Section 2 of this Program.
1.Cash Compensation.
a.Annual Retainers. Each Eligible Director shall be eligible to receive an annual
cash retainer of $30,000 for service on the Board.
b.Additional Annual Retainers. An Eligible Director shall be eligible to receive
the following additional annual retainers, as applicable:
(i)Chairman of the Board or Co-Chairman of the Board. An Eligible
Director serving as the Chairman of the Board or Co-Chairman of the Board shall be eligible to
receive an additional annual retainer of $75,000 for such service.
(ii)Audit and Risk Committee. An Eligible Director serving as Chairperson
of the Audit and Risk Committee shall be eligible to receive an additional annual retainer of $20,000
for such service. An Eligible Director serving as a member of the Audit and Risk Committee (other
than the Chairperson) shall be eligible to receive an additional annual retainer of $10,000 for such
service.
(iii)Compensation Committee. An Eligible Director serving as Chairperson
of the Compensation Committee shall be eligible to receive an additional annual retainer of $15,000
for such service. An Eligible Director serving as a member of the Compensation Committee (other
than the Chairperson) shall be eligible to receive an additional annual retainer of $10,000 for such
service.
(iv)Nominating and Corporate Governance Committee. An Eligible
Director serving as Chairperson of the Nominating and Corporate Governance Committee shall be
eligible to receive an additional annual retainer of $10,000 for such service. An Eligible Director
serving as a member of the Nominating and Corporate Governance Committee (other than the
Chairperson) shall be eligible to receive an additional annual retainer of $10,000 for such service.
(v)Innovation Committee. An Eligible Director serving as Chairperson of
the Innovation Committee shall be eligible to receive an additional annual retainer of $15,000 for
such service. An Eligible Director serving as a member of the Innovation Committee (other than the