GSHD appoints internal exec as COO while he retains CFO role; option award disclosed

Rhea-AI Filing Summary

Goosehead Insurance appointed Mark E. Jones, Jr. as Chief Operating Officer effective August 26, 2025. Mr. Jones will continue serving as the company’s Chief Financial Officer and joined Goosehead in 2016, rising from Controller to VP of Finance in 2020 and CFO in 2022. The company said he helped lead the 2018 IPO and oversees financial reporting, planning, treasury, investor relations, enterprise sales and partnerships. In connection with the COO role he will receive stock options for 20,000 shares of Class A common stock at a 10% premium to the closing market price on the grant date; his other compensation remains unchanged. Mr. Jones, Jr. is the son of the Executive Chairman and the Vice Chairman, both directors.

Positive

• Internal promotion of a long-tenured executive supports operational continuity
• Experience retained: Mr. Jones, Jr. has held finance leadership roles since 2016 and led work on the 2018 IPO
• Limited incremental compensation disclosed (20,000-share option grant at a 10% premium; no base pay change)

Negative

• Related-party appointment: appointee is son of the Executive Chairman and Vice Chairman, both directors
• Potential governance concerns due to familial relationships; filing does not describe independent review or conflict mitigation
• Consolidation of roles: retaining both COO and CFO titles concentrates operational and financial oversight in one individual

Insights

Financial Analyst

TL;DR: Internal promotion preserves operational continuity with limited incremental pay; impact appears neutral.

Mark Jones Jr.'s elevation to COO while retaining the CFO role signals continuity in leadership and consolidates operational and financial oversight under an executive with long tenure at the firm. The incremental compensation disclosed is limited to a 20,000-share option grant at a 10% premium, which appears modest relative to typical executive packages for public companies. No changes to base compensation were disclosed. From a financial-materiality perspective, the disclosure describes personnel and governance details but does not present immediate, quantifiable effects on revenue, costs, or capital structure.

Corporate Governance Expert

TL;DR: Appointment raises related-party governance concerns that merit investor attention.

The appointment involves clear related-party ties: the appointee is the son of two sitting directors, including the Executive Chairman and the Vice Chairman. Even though the company describes an internal promotion of an experienced executive, such familial relationships among executives and directors can present conflicts of interest or at least the perception thereof. Corporate governance best practices typically call for robust disclosure of oversight and recusal procedures when related-party arrangements occur; the filing does not describe any such safeguards. Investors may view this as a governance weakness unless the board documents independent review or approval processes.

FALSE000172697800017269782025-08-262025-08-26

______________________________________________________________________________________________________

  UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

 _____________________________________________________________________________________________________

FORM 8-K

______________________________________________________________________________________________________

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934

Date of report (Date of earliest event reported): August 26, 2025

______________________________________________________________________________________________________

Goosehead Insurance, Inc.

(Exact Name of Registrant as Specified in Charter)

 ______________________________________________________________________________________________________

Delaware

001-38466

82-3886022

(State or Other Jurisdiction of Incorporation)

(Commission File Number)

(I.R.S. Employer Identification No.)

1500 Solana Boulevard, Ste. 4500

Westlake, Texas 76262    

(Address of Principal Executive Offices, and Zip Code)

214-838-5500

Registrant’s Telephone Number, Including Area Code

Not applicable

(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

☐			Written communication pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐			Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐			Pre-commencement communication pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐			Pre-commencement communication pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class			Trading Symbol(s)			Name of each exchange on which registered
Class A Common Stock, par value $.01 per share			GSHD			NASDAQ

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

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

On August 26, 2025, Goosehead Insurance, Inc. (the “Company”) appointed Mark E. Jones, Jr. as Chief Operating Officer of the Company. Mr. Jones, Jr.’s appointment became effective on August 26, 2025. Mr. Jones, Jr. will remain Chief Financial Officer of the Company.

Mr. Jones, Jr., 33, joined Goosehead in 2016 as its Controller and was promoted to Vice President of Finance in 2020 and Chief Financial Officer in 2022. He was instrumental to Goosehead’s IPO in 2018 and has been responsible for overseeing Goosehead’s financial reporting, financial planning and analysis, treasury, investor relations, enterprise sales and partnerships. Prior to joining Goosehead, Mr. Jones, Jr. 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.

In connection with his appointment as Chief Operating Officer, Mr. Jones, Jr. will receive stock options with respect to 20,000 shares of Class A common stock, granted at a 10% premium over the closing market price of the Company’s Class A common stock on the date of the grant. His compensation will otherwise not be changed.

Mr. Jones, Jr. is the son of Mark E. Jones, the Company’s Executive Chairman and director, and Robyn Jones, the Company’s Vice Chairman and director.

Item 7.01 Regulation FD Disclosure.

On August 28, 2025, the Company issued a press release announcing the appointment of Mr. Mark E. Jones, Jr. as Chief Operating Officer of the Company. 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
99.1						Press Release issued by Goosehead Insurance, Inc. dated August 28, 2025

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Date: August 28, 2025

						GOOSEHEAD INSURANCE, INC.
			By:			/s/ Mark K. Miller
						Mark K. Miller President and Chief Executive Officer

FAQ

What change did Goosehead (GSHD) report in this 8-K?

The company appointed Mark E. Jones, Jr. as Chief Operating Officer effective August 26, 2025; he will remain Chief Financial Officer.

What compensation was disclosed for the new COO role?

He will receive stock options to purchase 20,000 shares of Class A common stock granted at a 10% premium over the closing market price on the grant date; other compensation is unchanged.

Does the filing note any changes to Mr. Jones Jr.'s base salary or other pay?

No. The filing states his compensation will otherwise not be changed aside from the option grant.

Are there any potential conflicts of interest disclosed?

Yes. The filing states Mr. Jones, Jr. is the son of Mark E. Jones (Executive Chairman) and Robyn Jones (Vice Chairman), both directors.

What roles has Mr. Jones Jr. held at Goosehead previously?

He joined in 2016 as Controller, became Vice President of Finance in 2020, and was named Chief Financial Officer in 2022.