UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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| SCHEDULE 14A |
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SCHEDULE 14A |
Proxy Statement Pursuant to Section 14(a)
of the Securities Exchange Act of 1934 |
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Filed by the Registrant ☒
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☐ Definitive Proxy Statement (as (as permitted by Rule 14a-6(e)(2))
☒ Definitive Proxy Statement
☐ Definitive Additional Materials
☐ Soliciting Material under §240.14a-12
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| GoDaddy Inc. |
GoDaddy Inc.(Name of Registrant as Specified In Its Charter) |
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| (Name of Person(s) Filing Proxy Statement, if other than the Registrant) |
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Notice of 2022 Annual
Meeting of Stockholders
to be held on June 1, 2022
We’re a trusted growth
partner to millions of
everyday entrepreneurs.
GoDaddy is a global leader in serving a large market of everyday entrepreneurs. We’re on a mission to empower our worldwide community of 21 million+ customers — and entrepreneurs everywhere — by giving them all the help and tools they need to grow online and in-person.
WHAT WE DO
We empower everyday entrepreneurs around the world by providing all of the help and tools to succeed online and in-person.
We believe we create value for our customers through our unique combination of assets and our customer-inspired innovation. We do the job they ask us to do and truly partner with them at every point of their journey. Our mission is to give our customers the tools, insights and the people to transform their ideas and personal initiative into success.
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WHO WE ARE | | |
6k+ | 21m+ | 84m+ |
More than
6 thousand employees
| We empower 21 million+
everyday entrepreneurs
| Our customers trust us with
their 84 million+ domain names
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| A Message from Our Board Chair |
A Message from Our Chief Executive Officer
Dear Fellow Stockholders,
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Two and a half years into the CEO role at GoDaddy, I am more excited than ever about the opportunity in front of us. GoDaddy’s vision and mission, which captivated me and inspired me to join, continue to attract the best talent in our industry, positioning the Company for a very bright future. GoDaddy is a company that has a bold purpose and does meaningful work. At GoDaddy, we remain laser focused on helping entrepreneurs succeed and grow their businesses. We are a trusted partner to over 21 million customers who rely on us to help them soar during successes and lift them during challenges.
Our customers look to GoDaddy for multiple needs, confirming the value of our competitively differentiated brand, sage customer guidance and seamlessly intuitive experiences. We create value for customers through our unique combination of assets, and our customer-inspired innovation model exemplifies how we are truly partnering with our customers on their business journeys. All of this results in strong stockholder value creation, and our profitable model continues to scale.
As we look back at 2021, our unyielding acceleration of execution is what excites me the most. The integration of Poynt and the launch of our OmniCommerce offering are cornerstone moments in the growth of our Company, and we are eager to see the promising results still to come. We delivered strong growth in bookings, revenue and unlevered free cash flow in 2021, with the fourth quarter being GoDaddy's first quarter with over $1 billion in revenue. This would not be possible without the deep trust we have built with our customers who provide us the privilege of supporting them.
In 2022, we plan to continue executing on our strategic priorities: driving success in commerce through presence, supporting GoDaddy Pros and innovating in Domains. Our customers' commerce needs are increasingly interconnected, and we at GoDaddy are focused on enabling commerce on every surface for them. We are committed to continuing our pace of innovation, bringing important solutions to customers that increase loyalty, and driving progress across the entire industry. Our attractive growth algorithm drives durable top line growth, expanding margins, and robust cash flow with a disciplined approach to capital allocation.
This past February we shared our exciting vision and plans for 2022 and beyond at our Investor Day, and we were pleased to hear from many of our stockholders who share our enthusiasm for the path we have laid out. Going forward, as we execute against our strategy, you will hear further from us on our progress.
In closing, I want to reiterate my optimism and conviction in GoDaddy’s future. I look forward to continuing to work with our great team here, our customers and our stockholders. From all of us at GoDaddy, we thank you for your support, we appreciate your confidence in the business and we look forward to what is ahead.
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| | Best, |
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| | AMAN BHUTANI |
| | Chief Executive Officer |
On behalf of the entire Board, I would like to thank you for your continued investment in and support of GoDaddy. As we execute our mission to empower entrepreneurs and make opportunity more inclusive for all, we are grateful for the confidence our stockholders continue to show in our long-term strategy to deliver profitable growth and create stockholder value.
2023 was a pivotal year for GoDaddy. We continued to make significant strides in our multi-year effort to build a unified software platform and solidify our position as a one-stop shop for our 21 million customers as they grow and build their businesses digitally. These efforts are reflected in our strong financial and operational results for 2023, and our ability to deliver exciting new capabilities, such as the GoDaddy Airo™ experience, which proactively builds and grows our customers’ businesses with the power of AI.
I’ve often shared our perspective that having highly engaged Directors with a wealth of diverse expertise and experience is critical to the Board’s effective exercise of our oversight responsibilities. The power of this was evident in the way the Board exercised oversight and supported management and the team as they built GoDaddy Airo™, providing insights with respect to
product development, customer experience, go-to-market strategy and more. We also benefited from the strong contributions provided throughout the year by our newest independent Directors, Srini Tallapragada and Sigal Zarmi, who joined us in January 2023. As the Chair of GoDaddy’s Board, I would like to thank them and the entire Board for their relentless focus and continued dedication to GoDaddy’s vision and mission.
As always, the Board remains actively committed to strong corporate governance. I had the opportunity throughout 2023 to meet with many of our stockholders to understand their perspectives across a broad range of topics, including our corporate governance practices, Board composition and refreshment efforts, executive compensation program and business strategy, as well as our thoughtful approach to environmental and social priorities and initiatives. Stockholder feedback has provided important guidance and continues to be a key consideration in our Board and committee discussions. We are grateful for this input and remain committed to our engagement efforts.
As GoDaddy continues executing on its long-term strategy, I would like to take a moment to recognize how proud the
entire Board is of our employees and the management team whose hard work and unyielding dedication brings GoDaddy’s mission to life for our customers.
All of us at GoDaddy are excited about what is to come as we continue to advance our strategy, deliver long-term stockholder value, empower entrepreneurs and make opportunity more inclusive for all.
On behalf of the entire Board, I would like to once again thank you for your continued support of GoDaddy.
Best,
BRIAN SHARPLES
Board Chair
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| | | 20222024 Proxy Statement | 1 |
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Notice of Virtual Annual Meeting of Stockholders
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| Notice of Virtual Annual Meeting of Stockholders |
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| DATE AND TIME: | | | VIRTUAL MEETING SITE: | | | WHO CAN VOTE: |
Wednesday,Thursday, June 1, 2022,6, 2024, 8:00 a.m. PDT | | www.virtualshareholder meeting.com/GDDY2022 | GDDY2024 | Stockholders of record on April 6, 202211, 2024 |
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Dear Stockholders of GoDaddy Inc.:
You are cordially invited to the 20222024 virtual annual meeting of stockholders (the “Annual Meeting”) of GoDaddy Inc., a Delaware corporation (“GoDaddy” or the “Company”). The Annual Meeting will be held on Wednesday,Thursday, June 1,20226, 2024 at 8:00 a.m. PDT and will be conducted virtually via live webcast at www.virtualshareholdermeeting.com/GDDY2022GDDY2024. You can attend the Annual Meeting online, vote your shares electronically and submit questions and view the Company’s list of stockholders during the Annual Meeting by logging in to the website listed above and using the 16-digit control number on your notice or the proxy card (the “Control Number”). We recommend you access the website a few minutes before the meeting to ensure that you are logged in when the meeting starts.
This virtual meeting format enables us to expand access to the meeting, improve communications and lower the cost to our stockholders, the Company and the environment. We believe virtual meetings enable increased stockholder participation from locations around the world. Additionally, given the continued heightened concerns around COVID-19, the virtual meeting format allows us to continue to proceed with the meeting while mitigating the health and safety risks to participants.
Items of Business:Business
At the Annual Meeting, stockholders will be asked to vote upon the following proposals:proposals listed below. Our Board recommends that stockholders vote for “FOR” each of the proposals at this Annual Meeting.
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| Proposal No. 1 | Proposal No. 2 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | Proposal No. 3 |
1
Election of three Class III and three Class III directors to serve until the 2025 annual meeting of stockholders and until their successors are duly elected and qualified, subject to earlier resignation, death resignation or removal | | 2
Advisory, non-binding vote to approve named executive officer compensation | | 3
Advisory, non-binding vote to approve the frequency of advisory votes on named executive officer compensation for one, two or three years
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Ratification of the appointment of Ernst & Young LLP as our independent registered public accounting firm for the year ending December 31, 2022 2024 |
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| FOR each director nominee | | | FOR | | | ONE YEAR | | | FOR |
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5
Approval of an Amendment to the Company’s Amended and Restated Certificate of Incorporation to declassify the Board of Directors and provide for the annual election of directorsPage 19 | | 6
Approval of an Amendment to the Company’s Amended and Restated Certificate of Incorporation to eliminate certain supermajority voting requirements
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Approval of an Amendment to the Company’s Amended and Restated Certificate of Incorporation to eliminate certain business combination restrictions set forth therein and instead subject the Company to the business combination restrictions of the Delaware General Corporation Law
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Approval of an Amendment to the Company’s Amended and Restated Certificate of Incorporation to eliminate inoperative provisions and implement certain other miscellaneous amendmentsPage 75 |
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| Proposal No. 4 | Proposal No. 5 | |
| Approval of the GoDaddy Inc. 2024 Omnibus Incentive Plan | Approval of the GoDaddy Inc. 2024 Employee Stock Purchase Plan | |
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| FOR | | FOR | | |
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We will also transact such other business as may properly come before the meeting, or any adjournment or postponement thereof.
How to Vote:Vote
If you are a stockholder of record, there are four ways to vote:
1.By Internet: You can vote your shares online atwww.proxyvote.com, 24 hours a day, seven days a week, until 11:59 p.m. PDTEDT on May 31, 2021June 5, 2024 (have your proxy card in handavailable when you visit the website).
2.By Telephone: You can vote your shares by calling 1-800-690-6903 toll-free (have your proxy card in handavailable when you call).
3.By Mail: You can vote your shares by completing, signing, dating and returning your proxy card in the postage-paid envelope provided (if you received printed proxy materials).
4.During the Virtual Meeting: You can vote your shares during the virtual Annual Meeting through live webcast at www.virtualshareholdermeeting.com/GDDY2022GDDY2024. You can attend the Annual Meeting online, vote your shares electronically and submit questions online during the Annual Meeting by logging in to the website listed above and using your Control Number. We recommend that you access the website a few minutes before the meeting to ensure that you are logged in when the meeting starts.
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| INTERNET www.proxyvote.com | | TELEPHONE 1-800-690-6903 | | MAIL Complete and mail your proxy card | | DURING THE VIRTUAL MEETING www.virtualshareholder meeting.com/GDDY2024 |
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If you are a street namestreet-name stockholder, you will receive voting instructioninstructions from your broker, bank or other nominee. You must follow the voting instructions provided by your broker, bank or other nominee in order to instruct your broker, bank or other nominee on how to vote your shares. You may also attend and vote the Annual Meeting using the control number on your voting instruction form.
Our Board of Directors (the “Board”) has fixed the close of business on Wednesday,Thursday, April 6, 202211, 2024 as the record date for the Annual Meeting. Only stockholders of record on Wednesday,Thursday, April 6, 202211, 2024 are entitled to notice of, and to vote at, the Annual Meeting and any adjournment or postponement thereof. Further information regarding voting rights and the matters to be voted upon is presented in the accompanying Proxy Statement.
Important Notice Regarding the Availability of Proxy Materials for the Stockholder Meeting to Be Held on Wednesday, June 1, 2022. GoDaddy’s Proxy Statement and 2021 Annual Report are available at www.proxyvote.com.
YOUR VOTE IS IMPORTANT. Whether or not you plan to virtually attend the Annual Meeting, we urge you to submit your vote via the Internet, telephone or mail as soon as possible to ensure your shares are represented.
This notice and Proxy Statement is first being mailed or made available on the Internet to stockholders on or about [__], 2022.
We appreciate your continued support of GoDaddy Inc. and look forwardare excited to either greetinggreet you at the Annual Meeting or receivingreceive your proxy.
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| INTERNET
http://www.proxyvote.com
| | TELEPHONE
1-800-690-6903
| | MAIL
Complete and mail your proxy card
| | DURING THE VIRTUAL MEETING
www.virtualshareholder meeting.com/GDDY2022
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By Order of the Board of Directors,
MICHELE LAUJared F. Sine
Chief Strategy & Legal Officer and Corporate Secretary
Tempe, Arizona
[__], 2022April 25, 2024
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Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting to Be Held on Thursday, June 6, 2024. GoDaddy’s Proxy Statement and 2023 Annual Report are available at www.proxyvote.com. YOUR VOTE IS IMPORTANT. Whether or not you plan to virtually attend the Annual Meeting, we urge you to submit your vote via the Internet, telephone or mail as soon as possible to ensure your shares are represented.This notice and Proxy Statement is first being mailed or made available on the Internet to stockholders on or about April 25, 2024. |
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| | | 20222024 Proxy Statement | 3 |
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Table of Contents
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| | | 20222024 Proxy Statement | 5 |
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| Proxy
SummaryAbout GoDaddy | | | Proxy Summary | | | Board and
Governance Matters | | | Executive Compensation | | Executive
Compensation | Audit Matters | | | Audit
Matters | Other Management
Proposals | | | Other
Information |
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ThisThe following sections about our Company and our performance, as well as our proxy summary, include highlights of information that is contained elsewhere in this Proxy Statement. You should carefully read this Proxy Statement in its entirety before voting, as this summary doesthese sections do not contain all of the information that you should consider.
Voting MattersOur Company
Stockholders will be askedGoDaddy is a global leader serving a large market of entrepreneurs, developing and delivering easy-to-use products in a one-stop shop solution alongside personalized guidance. We serve small businesses, individuals, organizations, developers, designers and domain investors. Our vision is to vote onradically shift the following matters at the Annual Meeting:global economy toward life-fulfilling entrepreneurial ventures. Our mission is to empower entrepreneurs everywhere, making opportunity more inclusive for all. We are passionate about our mission and honored that entrepreneurs trust their ideas with us.
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1Our 21 million customers are passionate and determined to transform their ideas into something meaningful. They often face a complex road to success, and our ability to evolve and build products to meet our customers’ needs uniquely positions us to help our customers navigate their journey.
ElectionOur customers’ journeys are non-linear, and we design our services to help across all aspects of their business. Each phase in the journey can be iterative in nature; customers are constantly revisiting different stages of their entrepreneurial experience to improve and grow across what we call the “Entrepreneur's Wheel.” The Entrepreneur's Wheel focuses on three Class I directorsareas: identity, presence and commerce. As the needs of our customers change and expand, we evolve our products and services to serve untilmeet them where they are on the 2025 annual meeting of stockholders and until their successors are duly elected and qualified, subject to earlier death, resignation or removalEntrepreneur's Wheel.
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Our stable and durable business model is driven by strong brand recognition, efficient customer acquisition, high customer retention rates and increasing lifetime spend of our customers. In each of the five years ended December 31, 2023, our customer retention rate was approximately 85% and, in 2023, we had over 1.5 million customers who each spent more than $500 a year on our product offerings. We believe the breadth and depth of our product offerings, seamless ease-of-use in a one-stop shop and the high-quality, personalized guidance and responsiveness from GoDaddy Guides continue to build strong customer relationships leading to our high customer retention rates.
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221 million
Advisory, non-binding vote to approve named executive officer compensationCustomers1
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Advisory, non-binding vote to approve the frequency of advisory votesDomains Under Management1
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1As of December 31, 2023.
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Additional information about our Company can be found on named executive officer compensation for one, two or three years | | 4
Ratification of the appointment of Ernst & Young LLP as our independent registered public accounting firm for the year ending December 31, 2022corporate website and in our 2023 Annual Report. Please visit aboutus.godaddy.net/about-us and our investor relations site aboutus.godaddy.net/investor-relations.
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| FOR each director nominee
| | | FOR | | | ONE YEAR | | | FOR |
PAGE 16 | | PAGE 37 | | PAGE 66 | | PAGE 67 |
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Approval of an Amendment to the Company’s Amended and Restated Certificate of Incorporation to declassify the Board of Directors and provide for the annual election of directors
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Approval of an Amendment to the Company’s Amended and Restated Certificate of Incorporation to eliminate certain supermajority voting requirements
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Approval of an Amendment to the Company’s Amended and Restated Certificate of Incorporation to eliminate certain business combination restrictions set forth therein and instead subject the Company to the business combination restrictions of the Delaware General Corporation Law
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Approval of an Amendment to the Company’s Amended and Restated Certificate of Incorporation to eliminate inoperative provisions and implement certain other miscellaneous amendments
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| FOR | | | FOR | | | FOR | | | FOR |
PAGE 70 | | PAGE 72 | | PAGE 74 | | PAGE 76 |
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| Proxy
Summary | Board and
Governance Matters | | Executive
Compensation | | Audit
Matters | | Other Management
Proposals | | Other
Information |
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Our EvolutionAbout
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| | 2015 |  GoDaddy | | Initial Public Offering | | GoDaddy became a public company in 2015 and has experienced significant change over the last several years. As we continue to evolve, we are committed to ongoing engagement with our stockholders and enhancing our governance, compensation and environmental sustainability practices. Since 2020, we have made multiple changes, and with stockholder feedback, the pace of change has accelerated over the course of the last 18 months. | |
| | 2018 |  Summary | | Cease Controlled Company Status | | |
| | 2019 | | Aman Bhutani Appointed CEO | Former Sponsors Exit Stock | Engagement Roadshow Begins | | | |
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| 2019 | |  Restructured NEO compensation program beginning with the 2020 program•Removed stock options from the long-term incentive program
•Increased the percentage of the long-term incentive program that is performance-based to 50% of the overall long-term incentive award
•Eliminated overlapping metrics between the annual and long-term incentive plans in order to create incentives over a wide spectrum of corporate objectives
•Incorporated a relative total stockholder return performance metric into the long-term incentive program to further enhance the link between the interests of our executives and stockholders
Affiliates of Kohlberg Kravis Roberts & Co. L.P. and Silver Lake Partners sell the remainder of their positions in GoDaddy |
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| 2020 | | Approved a largely performance-based go-forward compensation package for our CEO in 2021, the first year he was eligible for the new compensation package following his 2019 new hire package Amended Stock Ownership Guidelines to (i) adopt guidelines applicable to our executive officers and (ii) enhance those already in place for non-employee directors Continued annual stockholder outreach with emphasis on proposed governance enhancements |
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| 2021 | | Bolstered our annual stockholder engagement program with further emphasis on compensation program enhancements Board Approved Governance Enhancements•Management proposal to declassify the board at the Annual Meeting
•Management proposal to eliminate the supermajority vote requirement at the Annual Meeting
•Majority vote standard in uncontested director elections
•Guidelines related to director service on other public company boards
•Enhanced anti-pledging policy
Executed management team refreshment Board and committee leadership updatesGovernance•Reconstituted our Board Committees including rotating the Audit and Finance Committee and the Nominating and Governance Committee ChairsMatters
| | | Executive •Assigned new oversight responsibilities of environmental, social, governmental and corporate governance developments and disclosures to our Nominating and Governance CommitteeCompensation
| | | Audit •Memorialized oversight responsibilities over human capital management to our Compensation and Human Capital Committee
Published inaugural Sustainability ReportMatters |
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| 2022 | |  Enhanced executive compensation program disclosure•Enhanced disclosure of changes to and parameters set around our compensation programs, including additional rationale and context for changes made
•Enhanced disclosure relating to caps on short-term incentive program awards and achievement of individual performance goals under the short-term incentive program
•Disclosed the forward looking qualitative scorecard metrics for our CEO’s short-term incentive scorecard
Submitted governance enhancements for a vote at the Annual Meeting Published seventh consecutive Diversity and Parity Annual Report |
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Proxy
Summary | | Board and
Governance Matters | | Executive
Compensation | | Audit
Matters | | Other Management
Proposals | | | Other
Information |
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Company Highlights and Updates
2021 Company and Performance2023 Financial Highlights
At GoDaddy, we believe our vision and mission are more important today than ever before. We believe the largest opportunity for our customers to grow their businesses is to engage and sell to their customers in a seamless manner online and offline. We offer our customers seamless and intuitive products combined with sage guidance by bringing together each customer’s Digital Identity, their domain name, and their commerce needs to create a Connected Commerce experience. This Connected Commerce experience supports their Ubiquitous Presence by allowing our customers to seamlessly engage and sell to their customers online, on major marketplaces and social media platforms, and offline, in their physical stores.
In 2021,2023, we continued to expand our differentiated set of solutions with a goal of partnering with customers in this dynamic environment to help them build their businesses. We are uniquely positioned to bring together these three core areas – Digital Identity, Ubiquitous Presencedemonstrated strong operational execution and Connected Commerce – given our industry leading position in Digital Identity with 84 million domains under management, a sophisticated online presence and hosting provider representing approximately 12% of the application-based websites in the world and a scaled payments company processing approximately $26 billion of gross merchandise volume in 2021. We are excited by the accelerationfinancial performance while also making significant progress in our pacemission of executionempowering entrepreneurs everywhere, making opportunity more inclusive for all. Our strategy centers on creating customer value and innovation going into 2022.driving profitable growth resulting in compounding free cash flow and long-term stockholder value.
We focused on these core areas across the business in 2021 and delivered a year of successful results. In February 2022 we introduced two new revenue pillars: Applications & Commerce & Core Platform – our performanceOur financial highlights from 2021, including these two new revenue pillars,2023 are presented below:
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| Total Revenue | | | | Bookings | | | | Operating Cash | | | | Unlevered Free Cash Flow | |
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|   Core Platform Segment Applications & Commerce Segment | | | | | | | | | | | | | |
| | | | | | | | | | | | *All figures are in millions | |
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Total revenue increased 4% year-over-year, and 5% on a constant currency basis1 | Revenue increased 15% to $3,815.7 million in 2021 from $3,316.7 million in 2020, with the fourth quarter generating over $1 billion in quarterly revenue for the first time in the Company’s history.Total bookings2 grew 4% year-over-year, and 5% on a constant currency basis1 | | | | Bookings grew 12.1% to $4,231.7 million from $3,775.5 million in 2020.1 | | | | We demonstrated continued strong cash flow, with growth in netNet cash provided by operating activities year over year, generating $829.3 million in 2021.up 7% year-over-year | Unlevered free cash flow3 grew 14% year-over-year | Net income grew 290% year-over-year4 | | Unlevered Free Cash Flow of 16% year over year, generating $960.0 million in 2021.2 | |
| | | | | | | | | | | | | | NEBITDA3 grew 12% year-over-year, representing a 27% NEBITDA margin for 20233 |
In 2023, we announced a $1 billion increase to our multi-year share repurchase program, such that our total approved authority under the program is $4.0 billion of shares through 2025. From January 1, 2022 through February 1, 2024, we repurchased 34.2 million shares of our common stock for an aggregate purchase price of $2.6 billion, and an average price per share of $74.99. These repurchases represent a gross reduction of approximately 20% in fully diluted shares from those outstanding as of December 31, 2021. | | | | | |
$4 billion multi-year share repurchase program | 34.2 million shares repurchased5 |
1 Bookings is notFor a financial measure prepared in accordance with GAAP. For information on how we compute non-GAAP financial measures and other operating metrics and reconciliation to the most directly comparable financial measures prepared in accordance with GAAP,discussion of constant currency, please refer to “Appendix A —A—Operating and Business Metrics, Non-GAAP Financial Information and Reconciliations” in this Proxy Statement.
2 Unlevered Free Cash FlowTotal bookings is not a financial measure prepared in accordance with GAAP.an operating metric. For information on how we compute non-GAAP financial measurestotal bookings and other operating metrics, and reconciliation to the most directly comparable financial measures prepared in accordance with GAAP, please refer to “Appendix A —A—Operating and Business Metrics, Non-GAAP Financial Information and Reconciliations” in this Proxy Statement.
3Unlevered free cash flow, Normalized EBITDA (NEBITDA) and NEBITDA margin are not financial measures prepared in accordance with U.S. generally accepted accounting principles (GAAP). For a reconciliation between each non-GAAP financial measure and its most directly comparable GAAP financial measure, please refer to “Appendix A—Operating and Business Metrics, Non-GAAP Financial Information and Reconciliations” in this Proxy Statement.
4Net income for the year ended December 31, 2023 included (i) $90.8 million in restructuring and other charges and (ii) a $971.8 million benefit for income taxes primarily due to a $1,014.0 million release of the majority of our domestic valuation allowance.
5Shares repurchased as of February 1, 2024.
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| Proxy
SummaryAbout GoDaddy | | | Proxy Summary | | | Board and
Governance Matters | | | Executive Compensation | | Executive
Compensation | Audit Matters | | | Audit
Matters | Other Management
Proposals | | | Other
Information |
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Through innovation and experimentation, we have developed and operate the largest domain aftermarket and we continue to make great strides2023 Business Highlights
Below is a summary of some of our key business highlights in advancing our registry business as well. We ended the year with a significant out-performance in aftermarket driven primarily by increased market demand, average sales price and volume of sales. Additionally, we announced a multi-year $3 billion share repurchase target and executed a $750.0 million accelerated share repurchase program in February 2022, delivering on our commitment to continue to enhance stockholder value.2023:
We are pleased with our 2021 results, and with GoDaddy’s progress against our strategy. We are excited by the momentum behind our biggest product release yet with our OmniCommerce offering, showing promising early signals of adoption. We are committed to continuing our pace of innovation, bringing simple, easy-to-use solutions to customers that drive performance and deliver durable top line and profitable growth, robust cash flow with a focus on disciplined capital allocation. | | | | | |
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| Innovating in Domains and Productivity | •Introduced in the U.S. our GoDaddy Airo™ experience, which proactively builds and grows our customers’ businesses with the power of AI. •Expanded bundled offerings to increase product attach for both new and existing customers, including initiation of bundling GoDaddy Airo™ with domain purchases in the U.S. •Released Payable Domains, branded pay links that create a secure checkout page, shareable via a link, that allow anyone to begin accepting payments the moment they purchase a new U.S.-based domain name, even if they do not yet have a website or online store. •Integrated aftermarket “List for Sale” feature to registrar partners. |
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| Driving Commerce Through Presence | •Implemented powerful generative AI tools into Websites + Marketing, helping microbusinesses run their business and manage their site through auto-generated online store product descriptions, customer service messages and Instagram and Facebook ads. •Continued to build strong traction in commerce adoption with both new and existing customers, driving significant gross payment volume growth. •Added new reports for merchants to assist with taxes, fees and payouts. •Launched Apple’s Tap-to-Pay in the GoDaddy mobile app and GoDaddy Payments in Canada. •Integrated GoDaddy Conversations with Google’s Business Messages, allowing entrepreneurs using Websites + Marketing plans to receive messages from consumers using Google Search and Maps. |
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| Delivering for GoDaddy Pros | •Accelerated our innovation as we progressed toward unifying our hosting platform under a single technology stack. •Took proactive steps to rationalize our hosting business and integrate or divest certain underperforming acquired hosting assets and brands. •Reduced the complexity of launching and managing WordPress sites with Managed WordPress by providing a fully managed platform that delivers fast performance and AI-powered site creation. •Added more capabilities to our Managed WooCommerce Stores offering. |
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Additional information about our business and financial results can be found in our 2023 Annual Report and our other SEC filings. Please visit aboutus.godaddy.net/about-us and our investor relations site aboutus.godaddy.net/investor-relations. |
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| About GoDaddy | | | Proxy Summary | | | Board and Governance Matters | | | Executive Compensation | | | Audit Matters | | | Other Management Proposals | | | Other Information |
2024 Investor Day Highlights
In February 2022,March 2024, we hosted a virtualan investor day where we provided insights on how our strategy empowers our customers to succeed throughout the entrepreneur’s journey by creating connections between digitalguiding them to build their business digitally and seamlessly connecting their identity ubiquitousand presence and connected commerce products.with commerce. Our investor day highlights1 included:
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| Customer and Product Strategy | | | New Revenue Pillars | Profitable Growth Strategy |
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We discussed our strategy to attract new high-intent customers and increase engagement with our large and loyal current loyalcustomer base by showcasing our one-stop shop solution, including enabling our GoDaddy AiroTM experience across the entire Entrepreneur’s Wheel to fully unlock the power of more than 21+ million customers by attaching more products through integrated, easy-to-use solutions for small and mid-sized businesses. For example, we are excited to introduce Payable Domains this year, which will allow GoDaddy domain customers to take payments immediately.our software platform. | | We introduced two new revenue pillars,emphasized our focus on driving free cash flow and NEBITDA margin expansion by growing our higher-margin Applications & Commerce segment, leveraging our unified software platform, managing our cost structure and Core Platform,continuing to assist the financial community in better understandingexpand our use of AI and tracking the Company’s progress against its growth-focused areas.automation. |
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| Capital Allocation Strategy | | | Three-Year Financial Targets | |
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We emphasized a balanced approach to capital allocation, focused on unlocking meaningful value creation through investment in the business while also returninga returns-based approach to capital to stockholders.deployment. | | We provided three-year financial targets to help investors and analysts model expectations for our business over the long term. |
The feedback from investor day was positive. We believe that stockholders were excited about our customer and product strategy, new revenue pillars, and the long-term strategy and multi-year financial targets that we provided. We appreciate all the feedback and remain eager to continuing to build relationships with our stockholders in 2022.3
GoDaddy Leadership Team Updates
During the first half of 2021, our Chief Executive Officer, Aman Bhutani, along with our Board and management, embarked on a coordinated process to identify new members for our executive team. The Board and management interviewed internal and external candidates and weighed many factors, including the individual’s passion for the Company’s vision and mission, extraordinary skills, expertise, experience and demonstrated leadership strength. We also remained committed to the Company’s goals of maintaining a diverse leadership team and ensuring a strong cultural fit. At the culmination of the search, the Company was thrilled to appoint Mark McCaffrey as our Chief Financial Officer, effective June 2, 2021 and Michele Lau as our Chief Legal Officer and Corporate Secretary, effective July 12, 2021.
In addition, in the second half of 2021, our Board appointed Roger Chen as our Chief Operating Officer, effective January 3, 2022. Mr. Chen, who has been with the Company since 2015, was previously the President of GoDaddy’s Domain Registrars and Investors Business.
We believe these appointments are integral to the current and future success of GoDaddy, and we have tremendous confidence that these leaders share our Company’s passion for empowering our customers and will help deliver against our priorities and strategy.
More information about all our executive officers is available on page 34.
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| | | Mark McCaffrey
Chief Financial Officer
| | Michele Lau
Chief Legal Officer and Corporate Secretary
| | | Roger Chen
Chief Operating Officer
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31The information we provided on investor day speaks only as of the date of the presentation, and we do not undertake any obligation to update the information, whether as a result of new information, future events, or otherwise.otherwise except as required by law. The presentation also contained forward-looking information that is subject to risks and uncertainties, and the results may differ materially from expectations.
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Our Board of DirectorsSustainability Highlights
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| | Age | Independent | Director Since | Board Committees |
| Name and Principal Occupation | AFC | CHCC | NGC |
| CLASS I | | | | | | | |
| Aman Bhutani Chief Executive Officer, GoDaddy | 45 |
| 2019 | | | |
| Caroline Donahue Former Executive Vice President and Chief Marketing and Sales Officer, Intuit | 61 | | 2018 | • | • | |
| Charles Robel Former GP and Chief Operating Officer, Hummer Winblad Venture Partners | 72 | | 2014 | • | | |
| CLASS II | | | | | | | |
| Mark Garrett Former Executive Vice President and Chief Financial Officer, Adobe | 64 | | 2018 | c | | |
| Ryan Roslansky Chief Executive Officer, LinkedIn | 44 | | 2018 | | | • |
| Lee Wittlinger Managing Director, Silver Lake Partners | 38 | | 2014 | | | • |
| CLASS III | | | | | | | |
| Herald Chen President and Chief Financial Officer, AppLovin | 52 | | 2014 | • | | |
| Leah Sweet Former Senior Vice President, PayPal | 53 | | 2020 | | • | c |
| Brian Sharples Co-founder and Former Chairman and Chief Executive Officer, HomeAway | 61 | | 2016 | | c | |
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| | AFC - Audit and Finance Committee | | | | | |
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| c – Chair • – MemberCUSTOMERS
We empower entrepreneurs everywhere and make opportunity more inclusive for all | | | EMPLOYEES We build a culture that values diversity and prioritizes the importance of making opportunity inclusive for all | | | OPERATIONS We reduce our environmental impact, operate our business ethically and manage risk appropriately |
| | CHCC - Compensation and Human Capital Committee | | | | |
| NGC - Nominating and Governance Committee | | | | | |
OUR SUSTAINABILITY PRIORITIES AND INITIATIVES
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| INDEPENDENCE | TENURE | | AGE | | DIVERSITY |
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Independent | | | <4 years | | | <40 years | | | Female | |
| Sustainability Strategy and Reporting | 8/9
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| | | 2/9Our priority sustainability topics are based on an assessment we conducted in 2020 and enable us to concentrate our efforts on the topics most impactful to our Company and stakeholders. This assessment was informed by interviews and surveys with key stakeholders, in addition to a comprehensive review of industry trends, benchmarks and risk factors. We report our progress against our priority sustainability topics and strategy in our annual sustainability report.
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| Not independent | | 4-6 years | | | 41-49 years | | | Ethnically diverse | |
GHG Emissions -
Reduction | We address the urgent challenge of climate change. In 2022, we announced our goal to reduce our scope 1/9 | | | 4/9
| | | and 2/9 | | | 2/9 greenhouse gas (“GHG”) emissions by 50% by 2025 from a 2019 baseline. We are proud to have achieved this goal as of the end of 2023, two years ahead of schedule, through our data center efficiency and corporate real estate optimization efforts. Moving forward, we hope to develop new and thoughtful plans that push us to reduce our environmental impact even further.
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| UN Sustainable Development Goals (SDGs) | | | | | | | | | | We are committed to the United Nations (UN) SDGs. We are members of the UN Global Compact and pledge to support the Ten Principles of the UN Global Compact on human rights, anti-corruption, labor and environment. We disclose our progress against the UN SDGs each year in our annual sustainability report. |
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| Diversity, Equity, Inclusion and Belonging (DEIB) | | | >6 years | | | 50-60 years | | | | We disclose our employee diversity and pay parity data annually and work to integrate DEIB principles into our business. In 2023, we achieved pay parity for gender (globally) for the ninth year in a row and ethnicity (U.S.) for the seventh year in a row1. We also publicly disclose our EEO-1 data. In 2023, we launched a DEIB Steering Committee comprised of senior leaders to help govern, support and enable our DEIB efforts across the Company. |
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| Employee Engagement |  | 3/9
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| Venture Forward | | | | | | | | | | GoDaddy Venture Forward is a research initiative that quantifies the growth and economic impact of more than 20 million microbusinesses. Through Venture Forward, we created the Microbusiness Data Hub, which offers free, downloadable anonymized data on microbusinesses and the entrepreneurs who own them. Venture Forward enables advocates for entrepreneurship to build stronger, more inclusive and equitable communities and economies. |
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| Empower by GoDaddy | | | | | | >60 years | | | | We leverage Empower by GoDaddy, our signature global social impact program, to propel entrepreneurs in underserved communities. In 2023, we served nearly 2,900 entrepreneurs in communities across the U.S., Canada, Germany and the U.K. through 250 workshops and more than 1,450 one-on-one mentorship sessions. |
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 | 2/9
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| SKILLS AND EXPERIENCE
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| Public Company Leadership Experience
5/9
| | Technology Experience
7/9
| | Global Experience
6/9
| | CorporateTo read more about our sustainability strategies, practices, programs and disclosures, please visit: godaddy.com/godaddy-for-good/sustainability. For more information on our Nominating and Governance Experience
4/9
| | Public Company Board Experience
7/9Committee’s oversight of such strategies, practices, programs and disclosures, please see the section titled “Sustainability Risk Oversight” onpage 37. |
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| | Financial / Accounting Experience
5/9
| | Sales & Marketing Experience
4/9
| | Human Capital / Executive Compensation Experience
4/9
| | Risk Management / Compliance / Cybersecurity Experience
5/9
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SummaryAbout GoDaddy | | | Proxy Summary | | | Board and
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Compensation | Audit Matters | | | Audit
Matters | Other Management
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Key Corporate Governance Practices
Stockholder Engagement
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| 87%
Shares Contacted
| | 47%
Shares Engaged
| | 23%
Shares Met with Directors
| Proxy Summary |
Our Board of Directors
Proposal No. 1 — Election of Directors begins on page 19 of this Proxy Statement. The Board of Directors (the “Board”) has nominated Mark Garrett, Srini Tallapragada and management takeSigal Zarmi to serve as Class II directors and Herald Chen, Brian Sharples and Leah Sweet to serve as Class III directors, each for a long-term, constructive view toward stockholder engagement. We recognizeone-year term that stockholder feedback is critical to driving growth, creating value, and most importantly being responsible stewards of stockholder capital. As a result, our management team regularly engages with our stockholders to understand their perspectives, often with directors joiningexpires at the discussion. We appreciate our stockholders’ willingness to engage with us and to provide their perspectives.
Following our 20212025 annual meeting of stockholders we contacted stockholders representing 87%and until their successors are duly elected and qualified or until their earlier resignation, death or removal.
The Board unanimously recommends that you vote “FOR” each of our shares outstanding and engaged with 47%the nominees named in Proposal No. 1.
Overview of our shares outstanding. MembersOur Board of our Board, including our Chair, Chuck Robel, and our Compensation and Human Capital Committee Chair, Brian Sharples, led the discussions with stockholders representing 23% of our shares outstanding. Messrs. Robel and Sharples’ active leadership in these meetings reflects our Board’s commitment to engaging with and hearing from our stockholders.Directors
We enhanced our stockholder engagement program, focusing in particular on increased engagement with governance teams at our large institutional investors. We instituted a year-round process to provide our stockholders regular opportunities to share their feedback, input and advice on strategy, governance, compensation, disclosure and any other issues. As a part of this program, we received constructive, valuable feedback from our stockholders and took numerous actions to address their suggestions: | | | | | | | | | | | | | | | | | | | | |
Name and Principal Occupation1 | Age | Independent | Director Since | Board Committees |
| CLASS I – Current Term Expires at 2025 Annual Meeting | | | | |
| Amanpal (Aman) Bhutani Chief Executive Officer, GoDaddy | 48 |
| 2019 | |
| Caroline Donahue Former Executive Vice President and Chief Marketing and Sales Officer, Intuit | 63 | | 2018 | |
| CLASS II – Current Term Expires at 2024 Annual Meeting | | | | |
| Mark Garrett Former Executive Vice President and Chief Financial Officer, Adobe | 66 | | 2018 | |
| Srinivas (Srini) Tallapragada President and Chief Engineering Officer, Salesforce | 54 | | 2023 | |
| Sigal Zarmi Senior Advisor, Boston Consulting Group | 60 | | 2023 | |
| CLASS III – Current Term Expires at 2024 Annual Meeting | | | | |
| Herald Chen Former President and Chief Financial Officer, AppLovin | 54 | | 2014 | |
| Brian Sharples - Chair of the Board Co-founder and Former Chairman and Chief Executive Officer, HomeAway | 63 | | 2016 | |
| Leah Sweet Former Senior Vice President, PayPal | 55 | | 2020 | |
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|  (the “Audit Committee”) | | | | | | |
| What We Heard | | How We Responded | |
| Executive Compensation Practices | | Executive Compensation Practices | |
| •Refresh compensation disclosure and analysis to enhance disclosures including incorporating graphics and supplemental disclosures
| | •Enhanced proxy disclosures, including additional rationale and context around changes made, added a proxy summary and incorporated user-friendly visual presentations
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| •Enhance disclosure to provide clarity that there is a cap on short-term incentives
| | •Enhanced disclosure to clarify the maximum payout under the corporate and individual components of the STIP (page 46)
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| •Add disclosure related to individual achievements for the individual portion of the short-term incentive plan
| | •Provided additional explanation of individual performance goals and achievements under the short-term incentive program (pages 46 - 49)
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| •Provide forward looking qualitative metrics for short-term incentive scorecard
| | •Disclosed CEO qualitative scorecard metrics for 2022
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| •Adopt a more rigorous anti-pledging policy
| | •Enhanced our anti-pledging policy to prohibit pledging of company shares by directors and employees under any circumstances
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| •Align CEO compensation program design with the program design of other named executive officers
| | •Approved largely performance-based CEO compensation package in 2021, similar to those in place for other named executive officers
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| Corporate Governance Practices | | Corporate Governance Practices | |
| •Declassify the Board and directors to serve annual terms
| | •Board approved the management proposal on this year’s proxy ballot to declassify the Board (page 69)
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| •Remove the supermajority requirement to amend the Company’s Amended and Restated Certificate of Incorporation (“Charter”) and Bylaws
| | •Board approved the management proposal on this year’s proxy ballot to remove the supermajority requirements (page 71)
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| •Rotate the Board’s Committee leadership position
| | •Appointed Mark Garrett as the new Chair of our Audit Committee and Leah Sweet as the new Chair of our Governance Committee
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| •Disclose formalized Board-level oversight over environmental, social and governance (“ESG”) matters to ensure appropriate focus on such initiatives
| | •Updated the Nominating and Governance Committee Charter to formalize responsibility for oversight of ESG developments and disclosures
(the “Governance Committee”) | | |
| •Institute dedicated Board-level oversight of human capital management
| | •Updated the Compensation and Human Capital Committee Charter to include responsibility for oversight of our human capital management practices
(the “Compensation Committee”) | |
| •Adopt majority vote standard for director elections | Chair | | •Amended our Bylaws to adopt a majority voting standard in uncontested director elections
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| •Formalize Company guidelines on directors’ other public company board service
| | •Revised Corporate Governance Guidelines to include a policy on director service on other public company boards
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1Ryan Roslansky and Lee Wittlinger retired from the Board effective January 25, 2023, and Chuck Robel retired from the Board effective as of the 2023 Annual Meeting on June 7, 2023.
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SummaryAbout GoDaddy | | | Proxy Summary | | | Board and
Governance Matters | | | Executive Compensation | | Executive
Compensation | Audit Matters | | | Audit
Matters | Other Management
Proposals | | | Other
Information |
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Executive Compensation Highlights
The Compensation and Human Capital Committee, which is responsible for the Company’s executive compensation policies and plans is committed to designing a competitive, fair and equitable compensation program that promotes pay for performance, delivers stockholder value and is responsive to stockholder feedback.Director Identification
2019 Stockholder EngagementSkills and 2020 Compensation Program Design
In 2019, the Compensation Committee thoughtfully evaluated the executive compensation program structure, taking into account valuable feedback received from stockholders through our yearly engagement process and considering the ongoing evolution of our business. At that time, we approved several changes to the performance-based compensation program, which took effect for our named executive officers (“NEOs”) other than our CEO beginning in 2020. These improvements included:Experience
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| Our Board has identified the following skills and experiences as important in ensuring that our directors collectively possess the necessary core skills and specific areas of expertise to provide effective oversight of our Company and our long-term strategic growth. |
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| Removed stock options from the mix of awards granted under the long-term incentive plan (“LTIP”) | Technology Experience 6/8 | | Sales & Marketing Experience 4/8 |
| Increased the percentage of the LTIP that is performance-based to 50% of the overall LTIP |
| Eliminated overlapping metrics between the short-term incentive compensation program (“STIP”) and the LTIP |
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| Incorporated a relative total stockholder return (“rTSR”) performance metric under the performance share unit awards to further align the interests of our executives and our stockholdersStrategic Planning Experience 5/8
| | Human Capital / Executive Compensation Experience 3/8 |
| Amended our Equity Ownership Guidelines to adopt stock ownership guidelines for executive officers |
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| Global Experience 7/8 | | |
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| | Public Company Leadership Experience 7/8 | | Public Company Board Experience 7/8 |
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| Financial / Accounting Experience 4/8 | | Risk Management / Compliance / Cybersecurity Experience 6/8 |
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| Corporate Governance Experience 4/8 | | |
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These changes went into effect for our CEO in 2021,
the first year he was eligible for the new program following his 2019 new hire package.
2021 Say-on-Pay Vote and Stockholder Engagement
Despite the implementation of these holistic changes, we received a disappointing say-on-pay vote in 2021. During our 2021 engagement roadshow we sought to better understand our stockholders’ perspectives. Our Compensation Committee Chair joined several of these conversations to hear from stockholders directly. Stockholders told us they are broadly supportive of the Company’s overall compensation program philosophy, design and metrics. Therefore, the Compensation Committee was comfortable maintaining the 2020 compensation program features for the 2021 compensation plans.
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For more information about our Board of Directors, including their biographical information, please see the sections titled “Nominees for Director” and “Continuing Directors” beginning on page 20. |
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We also identified key drivers for votes against the executive compensation proposal by investors who were otherwise generally supportive of the program. Specifically, these investors were looking for GoDaddy to enhance its disclosure to provide information that is helpful in their respective analyses of the compensation program. Based on these learnings, we enhanced our disclosure by:
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| Clarifying that the maximum payouts under STIP are capped |
| Adding disclosure related to the achievement of individual performance goals under the STIP |
| Expanding our anti-pledging policy |
| Revamping our proxy design with user-friendly visual charts and graphs |
| Outlining the evolution of our compensation programs, including the changes implemented in 2020 in response to stockholder feedback |
| Providing additional compensation discussion and analysis disclosures, adding a proxy summary and incorporating visual presentations |
We are hopeful that, with these enhancements, our stockholders will have a clearer understanding of our executive compensation program and philosophies, including the ways in which we revamped our programs in direct response to stockholder feedback.
2021 Compensation Program Summary Target Compensation Pay Mix
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Component | 2021 Compensation Plan | Rationale |
FIXED |
Base Salary | •Targeted at competitive levels and based on past experience and expected future contributions
| •Establishes competitive pay that properly incentivizes executive officers for day-to-day responsibilities
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VARIABLE |
Short-Term Incentive Compensation | •80% - Corporate Performance Goals
•50% Bookings
•50% Unlevered Free Cash Flow
•20% - Individual Performance Goals
| •Provides the appropriate incentives for our executive officers to work collaboratively as a team to achieve important financial, business and strategic goals in our operating plan and to reward individual contributions
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Long-Term Incentive Compensation | •50% - Performance-Based Restricted Stock Units (“PSUs”)
•100% rTSR metric measured against the Nasdaq Internet Index
•Cliff vests after 3-year performance period
•50% - Time-Based Restricted Stock Units (“RSUs”)
•Vest over a 4-year period with 25% vesting after the first year and equal quarterly vesting for the next 3 years
| •Strengthens the alignment between the interests of our executive officers and our stockholders by tying vesting of awards to achievement of a relative TSR measure against the Nasdaq Internet Index, which incentivizes our executives to drive long-term stockholder value
•Our use of both time- and performance-based equity awards also promotes executive officer retention by linking vesting to continued employment
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Target Compensation and Pay Mix |
CEO | | ALL OTHER NEOs (average) |
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| | | 20222024 Proxy Statement | 13 |
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Sustainability Highlights
Our mission is to empower entrepreneurs everywhere and make opportunity more inclusive for all. We seek to understand the most important issues facing our stakeholders, our society, our business, and our industry — and to take proactive steps that are designed to help ensure that our sustainability practices represent what we believe are unmistakably positive forces for those we serve and for the world at large. We strive to combine a greater transparency with a relentless focus on how we can be better every day.
Proposed Governance Enhancements
In direct response to stockholder feedback, the Board approved four management proposals for this year’s proxy ballot to:
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Declassify the Board | | Remove Supermajority Vote Requirement | | Eliminate Certain Business Combinations and Restrictions | | Eliminate Inoperative Charter Provisions |
Provides stockholders the ability to annually elect directors. | | Provides stockholders the ability to approve amendments to our Charter and Bylaws or remove directors with majority support. | | Subjects the Company to the business combination restrictions of Section 203 of the Delaware General Corporation Law. | | Streamlines the Charter and implements certain miscellaneous amendments, including to provisions related to the Company’s former sponsors. |
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For a more detailed description of these proposed governance enhancements, see Proposals 5, 6, 7 and 8 in this Proxy Statement.
Governance Practices and Highlights
Our corporate governance framework lays the foundation for effective oversight and management accountability and enables GoDaddy to remain competitive in the dynamic environment in which we operate.
We are committed to good corporate governance and ensuring our practices are aligned with our strategic priorities. The following list highlights our corporate governance practices:
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|  Independent Board Chair 100% independent committee members Declassified Board (fully phased in by 2025) Majority vote standard for director elections with director resignation policy Responsive and growing stockholder engagement program No supermajority voting requirement Robust Board and director self-evaluation process Board guidelines related to service on other public company boards Disclosure of director skills matrix and diversity on individual basis Board diversity (over 40% female and/or minority directors) Responsive stockholder engagement program | | Recent Board committee refreshment Thoughtful succession planning process Board committee oversight of sustainability matters Succession planning process Periodic review of committee charters and governance policies Regular meetings of independent Directorsdirectors without management Annual Sustainability and Diversity and Parity Reports Majority of directors are diverse Formalized Governance Committee oversight of sustainability matters Formalized Compensation Committee oversight of human capital management Formalized Audit Committee oversight of cybersecurity |
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EnvironmentalStockholder Engagement
As part of good governance, we conduct a year-round engagement process that provides our stockholders the opportunity to share their feedback, input and Social Practices and Highlightsadvice.
We understand that prioritiesOffered Meetings
63%
of our shares outstanding1
Engaged in Discussions
36%
of our shares outstanding1
Engaged with Director
32%
of our shares outstanding1
1Based on paper mean nothing unless they translate into real-life action. With thatownership as of December 31, 2023.
ENGAGEMENT TOPICS DISCUSSED AND RESPONSIVE ACTIONS TAKEN
In 2023, we continued our annual stockholder engagement process, meeting with stockholders representing approximately 36% of our shares outstanding. As a part of our regular stockholder engagement in mind,2023, we aim everyday to step up the way we bring our sustainability efforts to life. Here are some recent highlights:discussed a range of topics, including:
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Governance and Board Board Leadership Board Composition Director Refreshment & Evaluation Board and Committee Risk Oversight Governance Practices | | Executive Compensation Executive Compensation Program (Say-on-Pay received 96% approval rate at our 2023 Annual Meeting) Compensation Plan Metrics
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Informed by stockholder feedback, we made several changes to our proxy disclosure, executive compensation program and environmental, social and governance (“ESG”) practices in recent years. These changes include:
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| Governance | | In 2021, we continuedProxy Disclosure |
•Initiated declassification of the Board with annual elections (fully phased in by 2025) •Formalized Board-level oversight of ESG matters, including human capital management | | •Expanded disclosures related to take actionour Board skills, director onboarding and continuing director education •Expanded disclosures related to annual highlights of each committee •Enhanced disclosures regarding Board and committee self-assessment processes •Enhanced disclosures related to the Board’s oversight of cybersecurity |
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| Executive Compensation | | Environmental and Social |
•Removed evergreen provisions beginning in 2023 via an amendment to our 2015 Equity Incentive Plan and 2015 Employee Stock Purchase Plan •Added two additional metrics, revenue and NEBITDA, to our short-term incentive plan to further align executive compensation with the Company’s business strategy (see the section “Performance Metrics” in the Compensation Discussion and Analysis section of this Proxy Statement) | | •Committed to reducing our priorities with stakeholder expectations, market trends, business risksscope 1 and opportunities: | | 2 emissions by 50% by 2025 from a 2019 baseline, which we achieved in 2023 Published•Joined the UN Global Compact to further drive commitment to sustainability
•Added diversity and pay parity data, formerly found in a stand-alone report, into ourinaugural annual Sustainability Report which references the Global Reporting Initiative Standards and aligns with the Sustainability Accounting Standards Board’s standards | | | Presented the results of•Continued our first materiality assessment of sustainability topics that intersect withtransparency on DEIB efforts by publishing our business and identified current “priorities” and “important issues”EEO-1 data
| | | Named one of 2021 Forbes Best Employers for Women
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For more information about our year-round engagement program please see the section “Stockholder Engagement Approach and Philosophy” onpage 38. |
| | | | | | Revised our approach to the management and oversight of sustainability issues by assigning oversight of developments and disclosures regarding corporate governance practices and ESG matters to our Nominating and Governance Committee
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| | | | Advanced our efforts to build an environmentally sustainable future by conducting our first greenhouse gas (GHG) inventory and committed to setting reduction targets
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| | | Deepened Board oversight of our commitment to our talent management and employee engagement by assigning the Compensation and Human Capital Committee with a new role in assisting the Board with human capital management oversight
| | | | | Achieved 100% Human Rights Campaign / Corporate Equality Index score for the fourth year in a row
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| | | | | Published the results of our annual pay parity and diversity report for the seventh year, demonstrating that GoDaddy once again achieved equitable pay across genders and ethnicities
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| | | 20222024 Proxy Statement | 15 |
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| Proxy
SummaryAbout GoDaddy | | | Proxy Summary | | | Board and
Governance Matters | | | Executive Compensation | | Executive
Compensation | Audit Matters | | | Audit
Matters | Other Management
Proposals | | | Other
Information |
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Executive Compensation
Proposal No. 2 — Advisory Vote on the Compensation of Our Named Executive Officers begins on page 44 of this Proxy Statement. We are providing stockholders the opportunity to vote to approve, on an advisory, non-binding basis, the compensation of our named executive officers (“NEOs”).
The Board unanimously recommends that you vote “FOR” the approval of the compensation of our NEOs.
Compensation Overview
The Compensation Committee, which is responsible for the Company’s executive compensation policies and plans, is committed to designing a compensation program that promotes pay for performance, is competitive, fair and equitable, delivers stockholder valueand is responsive to stockholder feedback.
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| WHAT WE DO | | | WHAT WE DON’T DO | |
 Annual “Say-on-Pay” vote Cap on maximum payouts for each NEO under our short-term incentive plan Independent compensation consultant engaged by the Compensation Committee Robust stock ownership guidelines for executive officers and non-employee directors Clawback policies on incentive compensation Ongoing engagement with our stockholders regarding our compensation practices Annual compensation review and risk assessment | |  No hedging of shares by officers or directors under any circumstances No pledging of shares by officers, directors or employees No tax gross-ups to cover excise taxes No resetting of performance targets No “single trigger” change in control payments No excessive perquisites No evergreen provisions in equity plans |
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2023 Compensation Program SummaryGiven the positive Say-on-Pay result at our 2022 Annual Meeting and feedback from our subsequent stockholder engagement meetings, the Compensation Committee approved our 2023 compensation program with features similar to our 2022 compensation program design, with the addition of two new performance metrics to our short-term incentive plan – revenue and NEBITDA – to further align compensation with our business strategy. During our fall 2022 engagement, our stockholder engagement team discussed the potential addition of these two new metrics with stockholders, who were supportive of the change. Approximately 92% of our CEO’s total target pay (and approximately 87% of all other NEOs (average)) is considered variable, with approximately 80% of all NEOs’ target pay considered long-term. The target mix of compensation provided to our chief executive officer and average of our other NEOs for 2023 is set forth below:
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| About GoDaddy | | | Proxy Summary | | | Board and Governance Matters | | | Executive Compensation | | | Audit Matters | | | Other Management Proposals | | | Other Information |
The chart below provides a summary of the elements that made up the compensation program for our NEOs for 2023, including the rationale for each element. | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| ELEMENT |
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| FIXED | VARIABLE |
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| BASE SALARY | | 2023 SHORT-TERM INCENTIVE PLAN1 | | 2023 LONG-TERM INCENTIVE PLAN1 |
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Targeted at competitive levels and based on past experience and expected future contributions * * * Establishes competitive pay that properly incentivizes executive officers for day-to-day responsibilities | | 80% - Corporate Performance Goals •25% Bookings •25% Revenue •25% NEBITDA •25% Unlevered Free Cash Flow (“uFCF”) 20% - Individual Performance Goals * * * Provides appropriate incentives for our executive officers to work collaboratively as a team to achieve important financial, business and strategic goals in our operating plan and to reward individual contributions Metrics chosen to incentivize business priorities: •Bookings: an indicator of expected growth of the Company and a measure of operating performance •Revenue: an indicator of actual growth and a measure of operating performance •NEBITDA: a measure of operating performance that provides insight into core results •uFCF: a measure of liquidity, a marker of our ability to pursue strategic opportunities and an indicator of balance sheet strength | | 50% - Performance Stock Units (“PSUs”) •100% relative total stockholder return (“rTSR”) measured against the Nasdaq Internet Index •Cliff vests after 3-year performance period 50% - Restricted Stock Units (“RSUs”) •Vest over a 4-year period with 25% vesting after the first year and equal quarterly vesting for the next 3 years * * * Strengthens the alignment between the interests of our executive officers and those of our stockholders by tying vesting of awards to achievement of rTSR measured against the Nasdaq Internet Index, which incentivizes our executives to drive long-term stockholder value Our use of both performance- and time-based equity awards promotes executive officer retention by linking vesting to continued employment |
1As Mr. Daddario is a NEO, but not a member of our leadership team, (i) the corporate performance component of his 2023 short-term incentive opportunity was weighted at 70% and the individual performance component was weighted at 30%, and (ii) he received 100% of his 2023 long-term incentive compensation in the form of RSUs vesting quarterly over 3 years.
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For more information about our compensation program please review our Compensation Discussion and Analysis beginning onpage 45. |
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| About GoDaddy | | | Proxy Summary | | | Board and Governance Matters | | | Executive Compensation | | | Audit Matters | | | Other Management Proposals | | | Other Information |
Ratification of Appointment of Ernst & Young LLP
Proposal No. 3 — Ratification of the appointment of Ernst & Young LLP (“EY”) as our independent registered public accounting firm for the year ending December 31, 2024 begins on page 75 of this Proxy Statement. At the Annual Meeting, our stockholders are being asked to ratify the appointment of EY as our independent registered public accounting firm for the year ending December 31, 2024.
The Board unanimously recommends that you vote “FOR” the ratification of the appointment of EY.
GoDaddy Inc. 2024 Omnibus Incentive Plan
Proposal No. 4 — Approval of the GoDaddy Inc. 2024 Omnibus Incentive Plan begins on page 78 of this Proxy Statement. On April 20, 2024, upon the recommendation of the Compensation Committee, the Board adopted the GoDaddy Inc. 2024 Omnibus Incentive Plan, subject to approval by our stockholders.
The Board unanimously recommends that you vote “FOR” the approval of the GoDaddy Inc. 2024 Omnibus Incentive Plan.
GoDaddy Inc. 2024 Employee Stock Purchase Plan
Proposal No. 5 — Approval of the GoDaddy Inc. 2024 Employee Stock Purchase Plan begins on page 87 of this Proxy Statement. On April 20, 2024, upon the recommendation of the Compensation Committee, the Board adopted the GoDaddy Inc. 2024 Employee Stock Purchase Plan, subject to approval by our stockholders.
The Board unanimously recommends that you vote “FOR” the approval of the GoDaddy Inc. 2024 Employee Stock Purchase Plan.
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| About GoDaddy | | | Proxy Summary | | | Board and Governance Matters | | | Executive Compensation | | | Audit Matters | | | Other Management Proposals | | | Other Information |
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| Board and Governance Matters |
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| Proposal No. 1 Election of Directors | | |
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| The Board of Directors unanimously recommends that you vote “FOR” each of the nominees named Inin this Proposal No. 1. |
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Our business affairs are managed by our management team under the direction of our Board of Directors (the “Board”), which is currently comprised of nineeight members divided into three staggered classes.classes, which are currently in the process of being declassified. Upon the recommendation of our Nominating andthe Governance Committee, the Board nominated Aman Bhutani, Caroline DonahueMark Garrett, Srini Tallapragada and Charles RobelSigal Zarmi to serve as Class III directors and Herald Chen, Brian Sharples and Leah Sweet to serve as Class III directors. IfEach nominee is currently a member of our Board.
At the 2022 annual meeting of stockholders, the Board recommended, and stockholders approved, an amendment to the Company’s certificate of incorporation to declassify the Board. As a result, if elected Messrs. Bhutani and Robel and Ms. Donahueat the Annual Meeting, the nominees named above will hold office for a three-year term toserve one-year terms that expire at the 2025 annual meeting of stockholders and until their successors are duly elected and qualified. Each nominee is currently a member of our Board.
We have historically operated as a classified Board, with a class of directors being elected for a three-year term,qualified or until their earlier resignation, death resignation or removal. As part of its governance review, the Board, based upon the recommendation from the Governance Committee, has included a management proposal to be voted upon at the Annual Meeting, seeking stockholder approval to amend the Company’s certificate of incorporation to declassify the Board (Proposal 5). If approved, the Class I directors’ three-year term would expire at theFrom and after our 2025 annual meeting of stockholders, after which they or their successorsthe division of our directors into classes will serve one-year terms.
The Class IIterminate in accordance with our certificate of incorporation and all of our directors to be elected at the 2023 annual meeting of stockholders will servestand for one-year terms if stockholders approve Proposal 5.election annually.
Required Vote
The Company’s Bylaws provide for majority voting for uncontested director elections. Each incumbent director nominated for election at the Annual Meeting will only be elected if the votes “FOR” his or her election exceed those votes “AGAINST” his or her election. Pursuant to our Corporate Governance Guidelines, if any nominatedeach director does not receive a majority of the votes cast, he or she has tenderednominee must tender an irrevocable conditional resignation to the Company that, subject to our Governance Committee’s recommendation and our Board’s acceptance thereof, will bebecome effective following the Annual Meeting. The BoardMeeting in the event that such nominee does not receive a majority of the votes cast. If applicable, the Company will publicly disclose itsthe Board’s decision and rationalrationale within 90 days of the stockholder vote.
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| About GoDaddy | | | Proxy Summary | | | Board and Governance Matters | | | Executive Compensation | | | Audit Matters | | | Other Management Proposals | | | Other Information |
Nominees for Director
Set forth below are the names and certain information about the director nominees and the continuing members of our Board. For more information on the age, tenure, diversity and relevant skills and qualifications of each Director, please see the section titled “Board Composition” beginning on page 26. For more information on the independence of our Directors, please see the section titled “Director Independence and Additional Board Service” beginning on page 29. All information set forth below is as of April 11, 2024. Each nominee has agreed to be named in this Proxy Statement and to serve if elected until their successors are duly elected and qualified, subject to earlier resignation, death or removal. Should any nominee be unable to serve, the persons designated as proxies reserve full discretion to vote for another person or the Board may reduce its size.
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| | | | | | | | | | | | | | | | | Herald Chen |
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Summary |
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Former President and Chief Financial Officer, AppLovin Corporation Age: 54 Director since: 2014 Committees: Audit | | PROFESSIONAL EXPERIENCE •Advisor to the chief executive officer, AppLovin Corporation, January 2024 to present •President and chief financial officer, AppLovin Corporation, November 2019 to January 2024 •Head of technology, media and telecom, Kohlberg Kravis Roberts & Co. L.P., April 2007 to October 2019 OTHER COMPANY BOARD EXPERIENCE Public – Current Directorships •Director, AppLovin Corporation, August 2018 to present Private – Current Directorships •Board chair, Internet Brands, Inc., June 2014 to present Private – Former Directorships •Former board chair, BMC Software, Inc., October 2018 to October 2019 •Former board chair, Optiv Inc., December 2016 to October 2019 •Former board chair, Epicor Software Corporation, August 2016 to October 2019 SKILLS AND QUALIFICATIONS Mr. Chen’s deep background in the technology industry and
Governance Matters | | Executive
Compensation | | his former role as AppLovin’s chief financial officer, where he led a large technology platform with a global presence, provide him with unique and current insights into leadership and strategic planning in the digital market space. As a former investment professional who was instrumental in defining strategy and driving success across many technology companies, Mr. Chen brings to the Board deep operational and management expertise and governance and oversight of the business. As a member of our Audit
Matters | | Other Management
Proposals | | Other
Information Committee, and through his roles as chair at various companies, Mr. Chen brings to the Board a deep understanding of financial and accounting matters, as well as risk management expertise. |
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| About GoDaddy | | | Proxy Summary | | | Board and Governance Matters | | | Executive Compensation | | | Audit Matters | | | Other Management Proposals | | | Other Information |
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| Mark Garrett |
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Former Executive Vice President and Chief Financial Officer, Adobe Age: 66 Director since: 2018 Committees: Audit Chair | PROFESSIONAL EXPERIENCE •Senior advisor, Permira, June 2021 to present •Senior advisor, General Atlantic, June 2018 to June 2021 •Executive vice president and chief financial officer, Adobe Systems Incorporated, February 2007 to April 2018 •Senior vice president and chief financial officer, Software Group of EMC Corporation (formerly Documentum, Inc.), August 2002 to January 2007 and 1997 to 1999, including through its acquisition by EMC Corporation OTHER COMPANY DIRECTORSHIPS Public – Current Directorships •Director, Snowflake Inc., May 2018 to present •Director, Cisco Systems, Inc., April 2018 to present Public – Former Directorships •Former director, NightDragon Acquisition Corp., March 2021 to December 2022 •Former director, Pure Storage, Inc., July 2015 to December 2021 Private – Former Directorships •Former director, HireRight, LLC, November 2018 to October 2021 SKILLS AND QUALIFICATIONS Mr. Garrett’s executive leadership roles at EMC Corporation and Adobe Systems enable him to provide invaluable insight to our leadership team and our Board on long-term strategic, financial and capital planning and financial performance. Mr. Garrett’s ability to complete one of the largest and fastest strategic transitions towards a cloud-based subscription model while at Adobe Systems gives him an important perspective when guiding our management team through areas of growth and evolution for our customers. As a technology senior advisor at Permira, Mr. Garrett adds to his depth of understanding of technology companies, providing unique insight for our Board and our leadership team. Mr. Garrett’s extensive financial and accounting experience through his public company directorships, and particularly his role as audit committee chair and member at other technology companies, allows him to provide a depth of extensive financial and accounting expertise to ensure oversight of the business as the chair of our Audit Committee and member of the Board. |
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| About GoDaddy | | | Proxy Summary | | | Board and Governance Matters | | | Executive Compensation | | | Audit Matters | | | Other Management Proposals | | | Other Information |
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| Brian Sharples |
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Co-founder, Former Chairman and Chief Executive Officer, HomeAway Age: 63 Director since: 2016 Committees: Compensation Chair | PROFESSIONAL EXPERIENCE •Co-founder and chief executive officer, HomeAway, Inc., April 2004 to September 2016 OTHER COMPANY BOARD EXPERIENCE Public – Current Directorships •Director, Ally Financial Inc., August 2018 to present Public – Former Directorships •Former director, Avalara, Inc., March 2020 to October 2022 •Former director, Yelp Inc., March 2019 to June 2022 •Former board chair, HomeAway, Inc., April 2004 to January 2017 •Former director, RetailMeNot, Inc., August 2011 to May 2017 Private – Current Directorships •Director, Twyla Inc., 2015 to present Private – Former Directorships •Former Director, Fexy Media, 2015 to 2023 SKILLS AND QUALIFICATIONS Mr. Sharples gained extensive experience as an executive in the technology industry and through his entrepreneurial leadership throughout his career. As the co-founder and former chief executive officer of HomeAway, Inc., a global online marketplace, Mr. Sharples deeply understands the risks and opportunities involved with operating a global, consumer-centric technology company. The Board greatly benefits from his expertise in technology brand strategy and his knowledge navigating strategic transactions in the technology and e-commerce space as both an executive and a director. Mr. Sharples’s extensive public company board experience brings to the Board a thorough understanding of corporate governance, human capital management, executive compensation, and oversight of risk and management. |
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| About GoDaddy | | | Proxy Summary | | | Board and Governance Matters | | | Executive Compensation | | | Audit Matters | | | Other Management Proposals | | | Other Information |
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| Leah Sweet |
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Former Senior Vice President, PayPal Age: 55 Director since: 2020 Committees: Governance Chair, Compensation | PROFESSIONAL EXPERIENCE •Senior vice president of global design, delivery and operations and other roles, including chief of staff to the chief executive officer, PayPal Inc., January 2012 to March 2020 •Vice president, customer success, CA Technologies, Inc., April 2010 to December 2011 •Deputy chief information officer, State of Arizona, May 2009 to April 2010 •Vice president, technology strategy and operations, American Express Company, February 2004 to May 2009 OTHER COMPANY BOARD EXPERIENCE Private – Current Directorships •Director, BMC Technologies, August 2020 to present •Director, Versapay Corporation, May 2021 to present Private – Former Directorships •Former director, Arizona Technology Council, October 2016 to March 2020 SKILLS AND QUALIFICATIONS Ms. Sweet’s extensive senior executive expertise in the fintech and financial services industries, including her experiences at PayPal Inc. and American Express Company, give her deep knowledge into payments and commerce that is invaluable to our Board and leadership as we deliver our commerce solutions for customers. Her prior experiences spearheading successful transformations and driving businesses forward enable her to provide valuable insight to the Board regarding oversight of enterprise strategy development and program management. Ms. Sweet’s understanding of human capital management, executive compensation, corporate governance and succession planning gained through her board experiences and her role as chief of staff at PayPal Inc. greatly benefit our Board and Compensation and Governance Committees. |
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| Srinivas (Srini) Tallapragada |
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President and Chief Engineering Officer, Salesforce Age: 54 Director since: 2023 Committees: Governance | PROFESSIONAL EXPERIENCE •President and chief engineering officer, Salesforce, Inc., December 2019 to present •President, executive and senior vice president, Salesforce, Inc., May 2012 to December 2019 •Senior vice president, engineering, Oracle Corporation, April 2011 to June 2012 •Senior vice president, SAP Labs Inc., February 2009 to April 2011 •Vice president and senior director, Applications Development, Oracle Corporation, 2001 to 2009 •Director, Engineering, Customer Relationship Manager, Oracle Corporation 2000 to 2001 OTHER COMPANY DIRECTORSHIP Public – Former Directorships •Former director, Avalara, Inc., July 2021 to October 2022 SKILLS AND QUALIFICATIONS Mr. Tallapragada brings a depth of technology expertise, as well as leadership and governance experience, to the Board and Governance Committee. At Salesforce, Mr. Tallapragada leads teams to deliver product and platform innovations, which are key skills that help aid our leadership team and Board in analyzing and bringing forth product and service enhancements and developments. He has extensive experience driving cutting-edge innovation and building emerging technologies within complex platforms. As part of his role at Salesforce, he also heads up the cybersecurity and governance, risk and compliance functions. Mr. Tallapragada’s ability to scale business operations through innovation and his track record of strong strategic planning both provide a valuable perspective as we continue to evolve our business and provide customers with identity, presence and commerce solutions. |
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| About GoDaddy | | | Proxy Summary | | | Board and Governance Matters | | | Executive Compensation | | | Audit Matters | | | Other Management Proposals | | | Other Information |
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| Sigal Zarmi |
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Senior Advisor, Boston Consulting Group Age: 60 Director since: 2023 Committees: Audit | PROFESSIONAL EXPERIENCE •Senior advisor, Boston Consulting Group Inc., August 2021 to present •Interim chief information officer, Staples, Inc., August 2023 to January 2024 •Senior advisor, Morgan Stanley, July 2021 to January 2023; previously served as managing director and global head of transformation, October 2018 to July 2021, and also international chief information officer from September 2020 to July 2021 •Vice chairman, global and U.S. chief information officer, PricewaterhouseCoopers LLP, December 2014 to September 2018 •Chief information officer, GE Capital Americas, General Electric Company, August 2010 to November 2014 OTHER COMPANY BOARD DIRECTORSHIP Public – Current Directorships •Director, ADT Inc., April 2021 to present •Director, HashiCorp, Inc., June 2021 to present Private – Current Directorships •Director, Global Atlantic Financial Group, January 2023 to present •Director, BigID, January 2022 to present Private – Former Directorships •Former director, DataRobot Inc., September 2021 to August 2022 •Former director, Alfresco Software, December 2019 to October 2020 SKILLS AND QUALIFICATIONS As the former chief information officer of several large global businesses, Ms. Zarmi’s expertise in strategic planning and operational risk management further enhances the risk management and compliance expertise of our Board and Audit Committee. The Board, Audit Committee and management also greatly benefit from Ms. Zarmi’s cybersecurity expertise gained through her experiences as the chief information officer at Morgan Stanley, PricewaterhouseCoopers and GE Capital Americas. Through her various roles at Morgan Stanley, managing the diverse global technology footprint and driving the firm’s innovation agenda through emerging technologies, Ms. Zarmi brings a wealth of knowledge to advise our leadership team on our strategic focus on innovation and the global growth of our customers. |
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| About GoDaddy | | | Proxy Summary | | | Board and Governance Matters | | | Executive Compensation | | | Audit Matters | | | Other Management Proposals | | | Other Information |
Continuing Directors
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| Amanpal (Aman) Bhutani |
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Chief Executive Officer, GoDaddy Age: 48 Director since: 2019 | PROFESSIONAL EXPERIENCE •Chief executive officer, GoDaddy Inc., September 2019 to present •President of the Brand Expedia Group, Expedia Group, Inc., June 2015 to September 2019 •Vice president and senior vice president of Expedia Worldwide Engineering, Expedia Group, Inc., May 2010 to June 2015 •Technology senior director, JPMorgan Chase and Co., September 2008 to May 2010 •Senior vice president of e-commerce technology, Washington Mutual Inc., which was acquired by JPMorgan Chase and Co., 2002 to September 2008 OTHER COMPANY BOARD EXPERIENCE Public – Current Directorships •Director, The New York Times Company, September 2018 to present SKILLS AND QUALIFICATIONS Mr. Bhutani gained extensive technological expertise from his collective experiences in senior leadership roles at digital and consumer-facing companies, which gives him a highly relevant perspective on our innovation efforts as we position the Company for further growth. Mr. Bhutani has over 20 years of experience in technical, management and leadership roles, ushering brands into new eras of innovation and integrating emerging and leading technologies to enhance the customer experience. Mr. Bhutani’s leadership and strategic planning experience as president of Brand Expedia Group’s global business operations positions him well to lead the Company as we continue our global growth. |
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| Caroline Donahue |
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Former Chief Marketing and Sales Officer, Intuit Age: 63 Director since: 2018 Committees: Compensation, Governance | PROFESSIONAL EXPERIENCE •Chief marketing and sales officer and executive vice president, Intuit Inc., August 2012 to September 2016 •Senior vice president of sales and channel marketing, Intuit Inc., May 1995 until August 2012 OTHER COMPANY BOARD EXPERIENCE Public – Current Directorships •Director, Experian plc, January 2017 to present Private – Current Directorships •Director, Versapay Corporation, September 2021 to present SKILLS AND QUALIFICATIONS As the former chief marketing and sales officer of a large technology company, Ms. Donahue provides extensive knowledge of international markets coupled with consumer sales and growth, which is particularly relevant to our global business and strategic focus on customer growth. The Board and leadership team benefit from Ms. Donahue’s insight and extensive experience in mass-market, digital, multi-channel and business-to-consumer distribution, marketing and brand and sales management. Ms. Donahue also offers strong insight to the Board and our leadership team on innovation and consumer-centricity within a consumer-facing technology company. Through her public and private company board experience, Ms. Donahue understands issues pertaining to human capital management, risk management and oversight, and governance. |
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| About GoDaddy | | | Proxy Summary | | | Board and Governance Matters | | | Executive Compensation | | | Audit Matters | | | Other Management Proposals | | | Other Information |
Board Composition
Our business and ability to enhance long-term value isare supported by our mission to make opportunity more inclusive for all through our work to serve the Company’sour diverse customer base. It is important to our Company that the Board reflects these values. As such, our Board, in conjunction with the Governance Committee, seeks qualified individuals to serve as directors who broaden, among other things, the mix of experience, skills, knowledge, personal and professional backgrounds, age and tenure and who represent the extensive gender, racial and ethnic diversity of our customersBoard. Our Board and Governance Committee seek diverse director candidates as a reflection of the diversity among both our employees (for more information on howand our customers.
In addition to the above, our Governance Committee identifiesconsiders multiple other factors in identifying and evaluating director nominees, including:
•current and future composition of our Board and its committees as it relates to the strategic direction of the Company;
•performance of individual members of our Board;
•current Board leadership structure;
•“independence” of directors and director nominees as measured by the independence requirements of The New York Stock Exchange (“NYSE”), the Securities and Exchange Commission (“SEC”) and other applicable laws; and
•recommendations of director candidates see page 18).and nominations validly made by stockholders in accordance with our Bylaws.
Key Characteristics and Skills
Our Governance Committee is committed to filling GoDaddy’s Board with a range of skills and backgrounds that represent and bolster the Company’s vision and mission. As a public company, our directors need qualities that enable them to provide oversight and governance of the business. To that end, we seek candidates with core skills and experiences including executive leadership, public company board membership, financial and accounting expertise and risk management experience. Our Board members also need the strategic skills and experience to support our strategy of providing customers with identity, presence and commerce solutions. As we continue our multi-year effort to build a unified software platform and launch new capabilities, such as GoDaddy AiroTM, we want directors steeped in technology expertise through their experiences as executives at or advisors to technology companies. In addition, we seek candidates with global experience and those with relevant backgrounds in product sales and marketing or e-commerce to advise on international markets and our product offering strategies.
As our Company continues to evolve, the key characteristics and skills necessary for our directors to provide effective oversight will evolve as well. To that end, we highlighted an additional skill in our skills matrix this year: strategic planning experience. This skill pertains to directors who have experience with and knowledge of corporate strategy and strategic planning. As we continue to deliver compelling solutions for customers across our unified software platform, we remain committed to managing our business to provide an optimal combination of top-line growth and profitability and believe effective oversight by our directors of these initiatives is integral.
The types of skills and experiences that the Board believes are necessary for our Company today and the directors who have such skills and experiences are provided in the chart below. Because the table is a summary, it is not intended to be a complete description of all qualifications, skills, experiences and attributes of each director. The matrix depicts notable areas of focus for each director and though an individual is not designated in any one particular area, it does not signify such director’s lack of ability to contribute to discussions in any specific area. Our Governance Committee actively reviews and considers these qualifications when nominating directors for the Board and has considered these factors in recommending that stockholders vote “FOR”“FOR” each director nominee at the Annual Meeting.
Board Skills and Experience
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| Skills and Experience | | | | | | | | | |
SKILL AND EXPERIENCE | | Technology Experience Experience as information, engineering or operations executive at tech company or emerging tech and/or investing in and advising tech or emerging tech companies | | | | | | | | |
| Strategic Planning Experience Experience with and knowledge of corporate strategy and strategic planning. | | | | | | | | |
| Global Experience Experience as executive at global company overseeing operations beyond the U.S. | | | | | | | | |
| Sales & Marketing Experience Experience as product marketing, sales and/or e-commerce executive | | | | | | | | |
| Human Capital / Executive Compensation Experience Experience as public company compensation committee member | | | | | | | | |
| | Public Company Leadership Experience Experience as public company CEO and/or as other public company C SuiteC-Suite officer | | | | | | | | | | |
| | Financial / Accounting Experience Experience as public company CEOCFO and/or as public company audit committee financial expert | | | | | | | | | |
| | Technology Experience
Experience as information, engineering or operations executive at tech company and/or investing in and advising tech companies
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| | Sales & Marketing Experience
Experience as product marketing sales and/or
e-commerce executive
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| | Global Experience
Experience as executive at global company overseeing operations beyond the U.S.
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| | Human Capital / Executive
Compensation Experience
Experience as public company compensation committee member
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| | Corporate Governance Experience Experience as public company nominating and governance committee member | | | | | | | | | | | | |
| Public Company Board Experience Experience as public company board member | | | | | | | | |
| Risk Management / Compliance / Cybersecurity Experience Experience as executive overseeing business compliance function and/or public company risk committee board member | | | | | | | | | |
| | Public Company Board Experience
Experience as public company board member | | | | | | | | | |
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| | | 20222024 Proxy Statement | 17 |
| | | 27 |
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| Proxy
SummaryAbout GoDaddy | | | Proxy Summary | | | Board and
Governance Matters | | | Executive Compensation | | Executive
Compensation | Audit Matters | | | Audit
Matters | Other Management
Proposals | | | Other
Information |
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Commitment to Diversity
Our Board and Governance Committee actively seek diverse Director candidates as a reflection of the diversity among both our employees and customers. Whether we are actively searching for a new candidate or building our Board succession pipeline, our Governance Committee seeks to include gender and race / ethnicity as key attributes to consider.
We believe our thoughtful approach to our Board composition has been successful as highlighted below:successful. The tables below outline the gender diversity, ethnic and racial diversity, tenure and age of the members of our Board.
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| Gender and Ethnic and Racial Diversity | | | | | | | | |
| DIRECTOR TENUREFemale | | | | | DIRECTOR | | | |
| Male | | | | | | | | |
| Asian | | | | | | | | |
| White | | | | | | | | |
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Board Leadership Structure
We currently have a separate independent Chair and CEO structure. At this time, we believe this structure allows for effective oversight and leadership of the Company, the Board and management. The role of the Chair of our Board is to facilitate oversight of management, engage with stockholders and lead our Board on all matters. Our CEO has primary responsibility for the operational leadership and strategic direction of the Company.
Brian Sharples currently serves as our independent Board Chair and Aman Bhutani serves as our CEO. Mr. Sharples was appointed Chair due to his extensive experience as an executive in the technology industry, his entrepreneurial leadership, his expertise in technology brand strategy and his knowledge navigating strategic transactions in the technology and e-commerce space as both an executive and director.
Our Governance Committee annually reviews the qualifications of the Chair and recommends the Chair for approval by the Board.
Key responsibilities of the independent Chair of the Board include, among other duties:
•Developing and setting the agenda for each Board meeting in consultation with management and the Chair of each standing committee;
•Presiding over all meetings of the Board;
•Calling and presiding over executive sessions of the Board;
•Assisting the Governance Committee in the Board’s self-assessment and Board and Committee evaluation process;
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•Communicating with our CEO regarding the results of the Compensation Committee’s evaluation of his/her annual performance and resulting compensation determinations; and
•Serving as a liaison between the Board and the Company’s stockholders.
We do not require separation of the offices of the Chair and CEO. We believe it is important to retain the flexibility to allocate the responsibilities of such offices in a structure that serves the best interests of the Company and our stockholders. However, if at any point we determine those interests are best served by combining the roles of our CEO and Board Chair, our Corporate Governance Guidelines require that the then independent directors of the Board designate an independent director as Lead Director.
Director Independence and Additional Board Service
Director Independence
Our Corporate Governance Guidelines require that a majority of the Board and each member of our standing committees be independent in accordance with applicable SEC rules and NYSE Listing Standards. Our Board annually reviews director independence, taking into consideration all relevant facts and circumstances, including whether any director has a material relationship with the Company or a member of our leadership team (either directly or as a partner, stockholder, director or officer of an organization that has a relationship with the Company) that would interfere with the exercise of independent judgment by such individual in carrying out the responsibilities of a director. In making its determination, the Board considers responses provided by directors through our annual director and officer questionnaire process, as well as information obtained through Company records and outside sources. Our Board determined, upon the recommendation from the Governance Committee, that Messrs. Chen, Garrett, Sharples and Tallapragada and Mses. Donahue, Sweet and Zarmi qualify as independent. Our Board also determined, upon the recommendation from the Governance Committee, that Mr. Robel, who retired at our 2023 Annual Meeting, and Messrs. Roslansky and Wittlinger, each of whom retired from the Board effective January 25, 2023, were independent during the time they served on the Board.
Other Public Company Board Service
As the responsibilities of public company directors continue to expand, our Board has established limitations on our directors’ ability to serve on other boards to ensure that each director is able to perform their responsibilities, maintain effective oversight of the Company and management and fulfill their fiduciary duties to our stockholders. Through the Governance Committee, the Board annually reviews our Corporate Governance Guidelines, which include limitations on directors’ ability to serve on other boards. In developing these limitations, the Governance Committee considers many factors, including:
•the time commitment required by the Company in conjunction with Board and committee meeting preparation and attendance;
•the scope of responsibilities of individual committees;
•results of our annual Board and committee evaluation process;
•whether directors are currently employed or retired from full-time employment;
•input from our stockholders during engagement; and
•the corporate governance guidelines adopted by our peers and other comparable public companies.
Our Corporate Governance Guidelines limit our directors from serving on more than four public company boards including the Company’s Board and, if our chief executive officer serves as a member of our Board, he or she is limited to serving on no more than two public company boards, including the Company’s Board. Our directors are required to advise the chair of the Governance Committee of any invitations to join a new public company board of directors prior to accepting the directorship. This notification process allows the Board to confirm the absence of any actual or potential conflict of interest and ensures that such director has sufficient time to devote to the responsibilities and commitments of our Company and Board. All directors are in compliance with this policy. In addition, our Audit Committee Charter limits directors who serve on our Audit Committee from simultaneously serving on the audit committees of more than three public companies (including our Audit Committee), unless the Board determines that such simultaneous service would not impair the ability of such member to effectively serve on the Company’s Audit Committee.
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The below table summarizes the limits on a director’s ability to serve on other boards.
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| Director Category | Limit on Public Company Board Service
(including GoDaddy Board) |
| All Directors | 4 boards |
| CEO of GoDaddy | 2 boards |
| Audit Committee Members | 3 audit committees |
Other ConsiderationsBoard Committees and Meetings
Board Meetings and Attendance
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Number of Board
Meetings in 2023 | 7 | | Attendance at Board and Committee Meetings in 2023 | >75% | | Attendance at 2023 Annual Meeting of Stockholders | >75% |
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During the year ended December 31, 2023, our Board held 7 meetings (including regularly scheduled and special meetings). Each director attended at least 75% of the aggregate of (i) the total number of meetings of our Board held during the period for which he or she has been a director and (ii) the total number of meetings held by all committees of our Board on which he or she served during the periods that he or she served.
Directors are expected to prepare for, attend and actively participate in Identifyingall Board and Evaluating
Director Nomineescommittee meetings. We strongly encourage, but do not require, members of our Board to attend our annual meetings of stockholders. All of our directors attended our 2023 annual meeting of stockholders.
The Board’s independent directors regularly meet in executive sessions in which management does not participate. The Chair of the Board presides at each executive session.
Committees
Our Board maintains three standing committees: the Audit Committee, the Governance Committee and the Compensation Committee. Each of our standing committees operates under a written charter satisfying applicable SEC rules and NYSE Listing Standards. Copies of the charters of our standing committees are available on our corporate website at aboutus.godaddy.net/investor-relations/governance.
In additionaccordance with our Corporate Governance Guidelines, our Board has determined that each member of our standing committees is independent. Each committee annually reviews the adequacy of its written charter and submits any recommended changes to the aforementioned factors, ourBoard for approval.
The Governance Committee uses a varietyannually reviews and recommends to the Board the composition of methods for identifying and evaluatingeach committee, including the appropriate director nominees including,to chair each committee. In making its recommendations, the Governance Committee considers among other things:factors, the scope of responsibilities of the committees and the relevant skills, background and experience of the directors. In June 2023, Caroline Donahue joined the Governance Committee and Sigal Zarmi joined the Audit Committee. The following pages show a snapshot of the composition of our committees and their key responsibilities.
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Audit and Finance Committee* |
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| Mark Garrett (Chair) | INDEPENDENCE Our Board has determined that each member of our Audit Committee meets the requirements for independence under current NYSE Listing Standards and SEC rules and regulations, including Rule 10A-3(b)(1)(iv) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). Each member of our Audit Committee also meets the financial literacy requirements of the current NYSE Listing Standards. FINANCIAL EXPERTS Our Board has determined that Messrs. Chen and Garrett are “financial experts” within the meaning of Item 407(d) of Regulation S-K under the Securities Act of 1933, as amended (the “Securities Act”). PRIMARY RESPONSIBILITIES Our Audit Committee is responsible for overseeing, among other things: •our accounting and financial reporting processes and internal controls as well as the audit and integrity of our financial statements; •the qualifications, independence and performance of our independent registered public accounting firm; •the performance of our internal audit function; •our compliance with legal and regulatory requirements; •data privacy and cybersecurity matters; and •risk assessment and risk management pertaining to financial, accounting, treasury and tax matters. 2023 HIGHLIGHTS •Oversaw the Company’s capital allocation strategy, with $1.3 billion of shares repurchased in 2023. Advised the Board on an incremental $1 billion share repurchase authorization through 2025. •Actively engaged with management in outlining the margin expansion path through fiscal year 2024. •Provided oversight of our Chief Information Security Officer and the security team’s continued efforts to enhance the Company’s security posture with respect to cybersecurity risk to our systems and data. For more information about the Audit Committee’s responsibilities and actions, see the section titled “Report of the Audit and Finance Committee” on page 76. |
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| Herald Chen |
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| Sigal Zarmi |
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No. of meetings in 2023: 5 |
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*Caroline Donahue was a member of the currentAudit and futureFinance Committee until June 2023.
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Nominating and Governance Committee* |
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| Leah Sweet (Chair) | INDEPENDENCE Our Board has determined that each member of our Governance Committee meets the requirements for independence under current NYSE Listing Standards. PRIMARY RESPONSIBILITIES Our Governance Committee, among other things: •advises the Board concerning the composition of the Board and identifies individuals qualified to become Board members; •makes recommendations to the Board regarding persons to be nominated for election as directors at meetings of stockholders or to fill vacancies or newly created directorships; •makes recommendations to the Board regarding the composition of the various committees of the Board; •develops and makes recommendations to the Board regarding our corporate governance guidelines and related matters; •oversees our ESG strategies, practices and programs, and the ESG disclosures in our sustainability report and proxy statement; and •oversees the annual evaluation of the Board and its committees. 2023 HIGHLIGHTS •Led the Board’s appointment of Srini Tallapragada and Sigal Zarmi, strengthening Board composition and oversight by bringing their invaluable knowledge and leadership experience to the Board. •Conducted the Board’s annual evaluation process, evaluating Board effectiveness, composition and directors’ skills and experience to inform Board refreshment and succession planning. •Continued oversight of sustainability practices and programs, and review of our Sustainability Report. For information about our Board composition and the Governance Committee’s considerations for director candidates, see “Board Composition” beginning on page 26. For a discussion of our Board assessment process, see “Assessment of Board and Committee Effectiveness” on page 34. |
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| Caroline Donahue |
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| Srini Tallapragada |
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No. of meetings in 2023: 4 |
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*Former directors Ryan Roslansky and Lee Wittlinger were members of the Nominating and Governance Committee in 2023 until their resignations in January 2023. Sigal Zarmi was a member of the Nominating and Governance Committee from her appointment in January 2023 to June 2023.
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| Compensation and Human Capital Committee |
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| Brian Sharples (Chair) | INDEPENDENCE Our Board has determined that each member of our Compensation Committee meets the requirements for independence under current NYSE listing standards. PRIMARY RESPONSIBILITIES Our Compensation Committee, among other things: •oversees our compensation policies, plans and benefits programs and our overall compensation philosophy; •(i) oversees the compensation of our CEO and other executive officers (including officers reporting under Section 16 of the Exchange Act), (ii) evaluates and approves our executive officer compensation plans, policies and programs, and (iii) where it deems appropriate, consults with and makes recommendations to the Board in respect of the foregoing; •administers our equity compensation plans for our executive officers, employees, directors and other service providers; and •assists the Board in its oversight of human capital management. 2023 HIGHLIGHTS •Reviewed the executive compensation program to ensure that annual and long-term compensation continue to attract, retain and motivate executive talent and are strongly aligned with performance. •Updated our short-term incentive program to include two new metrics: Revenue and NEBITDA. •Removed evergreen provisions from the Company’s 2015 Equity Incentive Plan and 2015 Employee Stock Purchase Plan in response to investor feedback. •Continued oversight of human capital management, including diversity practices and programs. To learn more about how we make executive compensation decisions, including the role of the independent compensation consultant in assisting the Compensation Committee in making such decisions, see the Compensation Discussion and Analysis beginning on page 45. |
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| Caroline Donahue |
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| Leah Sweet |
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No. of meetings in 2023: 6 |
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Assessment of Board and Committee Effectiveness
Annual evaluations play a critical role in ensuring the effective functioning of our Board and its committees;committees. The Governance Committee is responsible for developing and overseeing the annual evaluation process for our Board and its committees, which may include written questionnaires, individual interviews led by the Board Chair or an independent third party or a combination of approaches. Historically, the Board’s evaluations have consisted of individual interviews conducted either by the Board Chair or led by an independent third party. In addition, as part of their annual governance review, each committee performs a committee self-evaluation.
•recommendationsSet forth below is our Board’s process for assessing Board and committee effectiveness:
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EVALUATION TOPICS COVERED Our Board and committee evaluations generally cover three key areas: (i) Effectiveness, which includes questions regarding the Board’s and its committees’ performance over the prior year; (ii) Board and committee composition, which includes discussions on the structure and effectiveness of the Board’s and committees’ composition and a review of the appropriateness of defined responsibilities; and (iii) Director skills, experience and refreshment, which includes a review of director skills, experience and backgrounds, succession planning and possible refreshment practices. In addition, the Governance Committee may from time to time add additional topics of discussion to ensure full feedback is received from directors and each committee may choose to discuss other topics that are relevant to the committee and its responsibilities. |
In 2023, the Board evaluation process was conducted by an independent third party and each committee conducted its own self-evaluation. Following this process, the Board determined that its current composition remains effective in providing oversight of director candidates,the Company. The Board will continue to evaluate its composition on an ongoing basis to determine if any additional changes are necessary.
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Board Risk Oversight
Overview
Our Board is responsible for overseeing the Company’s enterprise-wide risk management as part of its mandates under our Corporate Governance Guidelines, its fiduciary duties and nominations validly madeits general oversight of management and the Company’s business strategy. Our Board exercises such oversight both directly and indirectly through its three standing committees and in review and consultation with management, which is accountable for day-to-day risk management efforts. A breakdown of the key oversight responsibilities is set forth below.
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| FULL BOARD | | BOARD COMMITTEES |
| AUDIT | | COMPENSATION | | GOVERNANCE |
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•Oversees formation of the Company’s long-term strategic, financial and organizational goals and plans designed to achieve such goals. •Oversees strategic, legal, regulatory, financial, management and operational risks, including cybersecurity, human capital management, sustainability and succession planning. •Reviews, discusses and assesses delegated oversight responsibilities with committees, directors and management. | | •Oversees and reviews, at least annually, and discusses with management and the Company’s independent auditor the Company’s major financial risk exposures and the steps management has taken to monitor and control those exposures. •Oversees data privacy and cybersecurity matters. •Reviews and assesses policies pertaining to financial, accounting, insurance coverage, investment and tax matters, as well as any other enterprise risk management or business continuity matters that the Board may delegate. •Reviews the overall adequacy and effectiveness of the Company’s legal, regulatory and ethical compliance programs, including those addressing the Company’s Code of Business Conduct and Ethics. •Periodically meets with management regarding the Company’s enterprise risk management and other compliance risk programs. | | •Reviews and approves corporate goals and objectives relevant for CEO and other executive officer compensation tied to the performance of the Company. •Establishes and administers annual and long-term incentive compensation plans for executive officers and senior executives including establishing performance objectives. •Reviews and discusses with management human capital matters. •Assists the Board in its oversight of human capital management, including diversity matters and the Company’s assessment of pay parity across its employees. •Oversees the Company’s compensation risk assessments. | | •Reviews and assesses the adequacy of, and oversees compliance with, the Company’s Corporate Governance Guidelines. •Reviews actual and potential conflicts of interest of directors and executives. •Oversees the Company’s sustainability strategies, practices and programs and reviews the applicable disclosures included in the Company’s proxy statement and sustainability report. •Reviews and approves the Company’s Code of Business Conduct and Ethics. •Reviews the size and composition of the Board and its committees in light of the challenges and needs of the Board. •Reviews the Company’s succession planning process. |
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| ENTERPRISE RISK MANAGEMENT PROGRAM |
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•Identifies internal and external factors that could prevent the Company from achieving its strategic and operational objectives. •Assists management in monitoring and mitigating specified risks to a reasonable level through consideration of expected impacts and the Company’s vulnerabilities. •Identifies strategic, reputational, financial, operational and compliance risks. |
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Cybersecurity and Data Privacy Oversight
Cybersecurity
GoDaddy maintains an enterprise-wide cybersecurity program designed to manage risks to the Company’s information systems from cybersecurity threats and cybersecurity incidents. The Board is committed to managing cybersecurity risks as part of the Company’s overall risk management framework.
The Board oversees the Company’s cybersecurity risk management program through the Audit Committee. The Audit Committee is responsible for overseeing and reviewing with management GoDaddy’s cybersecurity matters. The Audit Committee receives verbal and written reports at least quarterly from GoDaddy’s Chief Information Security Officer (“CISO”) regarding the state of the Company’s cybersecurity risk management program, the Company’s current material cybersecurity risks, and general cybersecurity-related risks. The Audit Committee consists of Board members with a diversity of expertise in risk management, technology, finance and cybersecurity, including oversight of security teams. In addition, the Company’s CISO and Chief Technology Officer (“CTO”) provide the full Board with written quarterly and annual reports on the state of the Company’s cybersecurity program and material cybersecurity-related risks, and the chair of the Audit Committee provides a quarterly summary of the Audit Committee’s most recent cybersecurity discussion to the full Board.
GoDaddy management is responsible for identifying, assessing, and managing the Company’s material cybersecurity risks on an ongoing basis, establishing processes designed to ensure that potential cybersecurity risk exposures are monitored, putting in place appropriate mitigation and remediation measures and maintaining the Company’s cybersecurity programs. GoDaddy’s CISO has primary responsibility for overseeing the Company’s programs for identifying, assessing, and managing the Company’s cybersecurity risks. The CISO reports directly to the Company’s CTO and also regularly provides reports and updates to the Company’s CEO on significant cybersecurity-related matters relevant to the Company’s cybersecurity risk.
The CISO, CTO, and CEO work together to assess and manage cybersecurity-related risks. The CISO is responsible for day-to-day operations working with an enterprise-wide cybersecurity team that provides 24/7/365 support. The CISO regularly confers with the CTO and CEO on cybersecurity matters, including providing notice of cybersecurity threats and incidents, including those that have the potential to have material effects. The CISO also provides written monthly and quarterly reports on the state of the Company’s cybersecurity program and cybersecurity risks to the CTO, CEO, and other key executives. As noted above, the CISO and CTO also provide regular reports to the Audit Committee and the Board.
The Company’s cybersecurity policies, procedures, and strategies primarily are implemented by stockholdersthe Company’s information security department, which reports directly to the CISO. The Company’s information security department performs functions that include but are not limited to general security operations, event monitoring, incident response, vulnerability management, policy and procedure development, security compliance, product development support, product security readiness testing, third-party vendor security assessments, and penetration testing. Other personnel and departments in accordancethe Company also assist with cybersecurity risk management, including but not limited to the Company’s technology organization and the Company’s privacy, legal, third-party risk management, and corporate audit services teams.
In addition, the Company has developed processes to integrate cybersecurity risk management within the Company’s product and software development processes. Our product teams and business unit leaders are involved in cybersecurity risk management during product development with support from our enterprise-wide security team supervised by the CISO.
Data Privacy
GoDaddy maintains an enterprise-wide global privacy program designed to comply with our Bylaws;data privacy obligations and manage data privacy risk.
•Our Privacy Officer manages our Data Privacy Office and global privacy program. Our Data Privacy Office is responsible for day-to-day operations of our privacy program, including but not limited to conducting privacy impact assessments, providing training to employees, responding to data subject requests, and responding to inquiries from data protection authorities. Other personnel and departments in the performanceCompany also assist the Data Privacy Office, including but not limited to the Company’s legal and information security teams.
We maintain a global privacy policy that describes how we collect, use, store, share, and protect customer data, as well as how customers can access and manage their personal data. We also adjust our policies and practices to comply with variations in local laws and regulations that may be applicable to specific areas of individualour business. We regularly review and refine our policies and practices to improve our global privacy program and respond to changes in applicable laws and regulations.
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Our corporate audit services team audits our privacy practices and the results of such audits are presented to senior leadership and discussed with the Audit Committee. In addition, updates on privacy matters are included as part of the Audit Committee’s review of the Company’s Enterprise Risk Management program.
Sustainability Risk Oversight
We have designed our approach for managing sustainability matters with a focus on transparency and oversight, which helps us continue to review and incorporate sustainability matters into our strategy and operations. Our sustainability governance structure is set forth below:
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| BOARD AND COMMITTEE-LEVEL OVERSIGHT |
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| Governance Committee | Compensation Committee |
The Governance Committee oversees GoDaddy’s sustainability strategies, practices and programs. The Governance Committee also reviews our public disclosures on such matters, including disclosures in our Proxy Statement and annual Sustainability Report. The Governance Committee regularly reports to the Board on these topics. | The Compensation Committee assists the Board in its oversight of human capital management practices and programs, including diversity matters and our assessment of pay parity across our employees. The Compensation Committee reports regularly to the Board on these topics. |
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| EXECUTIVE AND MANAGEMENT-LEVEL OVERSIGHT |
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Management oversees the progress of corporate sustainability programs and practices as they relate to key areas of our business |
•Our senior legal leadership reports regularly to the Board and Governance Committee on GoDaddy’s sustainability programs and practices, including progress on goals such as our emissions reductions. •Members of our Sustainability Working Group (as described below) report directly to members of GoDaddy’s management, sharing ongoing updates on relevant sustainability topics, as needed. Members of management elevate sustainability-related topics to their executive team leaders where relevant. |
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| SUSTAINABILITY WORKING GROUP |
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| Our Sustainability Working Group is composed of leaders across the Company |
•The Sustainability Working Group is responsible for driving progress across our priority topics, supporting sustainability disclosures and sharing relevant matters to inform and guide the business. •The Sustainability Working Group is composed of leaders representing our priority topics across the Company and is chaired by our Corporate Sustainability and ESG Team. •The Sustainability Working Group supports the Company’s ongoing commitment to sustainable practices and transparent disclosures. |
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| About GoDaddy | | | Proxy Summary | | | Board and Governance Matters | | | Executive Compensation | | | Audit Matters | | | Other Management Proposals | | | Other Information |
Stockholder Engagement Approach and Philosophy
Our Board and management take a long-term, constructive view toward stockholder engagement. We recognize that stockholder feedback is critical to driving growth, creating value and, most importantly, being responsible stewards of stockholder capital. As a result, our management regularly engages with our stockholders, often with a director joining the discussion, to learn first-hand their perspectives and guidance.
We greatly value this feedback, and we seek to optimize our corporate governance by refining our policies, procedures and practices when appropriate. In addition to the engagement described below, we also communicate with our stockholders through several other forums, including quarterly earnings calls, our annual and quarterly reports, proxy statements and other SEC filings, our Annual Meeting of Stockholders, investor meetings and conferences and our Investor Relations website.
As part of our comprehensive engagement program, we have established a robust annual engagement cycle that allows us to capture and integrate stockholder feedback into our decision-making processes.
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| | Conduct off-season engagement outreach with stockholders and proxy advisers to discuss, among other topics, corporate governance, human capital management, sustainability and executive compensation matters. |
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| Share stockholder feedback with the Board, and committees where appropriate, for consideration to determine any potential changes to be made. |
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| Leading up to the Annual Meeting of Stockholders, conduct in-season engagement outreach to answer any stockholder questions on ballot items and the proxy statement. |
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| Review and consider for future action the results of the Annual Meeting of Stockholders, stockholder feedback and governance trends. |
Informed by stockholder feedback, we made several changes to our proxy disclosure, executive compensation program and ESG practices in recent years. These changes include:
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| Governance | Proxy Disclosure |
•Initiated declassification of the Board with annual elections (fully phased in by 2025) •Formalized Board-level oversight of ESG matters, including human capital management | •Expanded disclosures related to our Board skills, director onboarding and continuing director education •Expanded disclosures related to annual highlights of each committee •Enhanced disclosures regarding Board and committee self-assessment processes •Enhanced disclosure related to the Board’s oversight of cybersecurity |
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| Executive Compensation | Environmental and Social |
•Removed evergreen provisions beginning in 2023 via an amendment to our 2015 Equity Incentive Plan and 2015 Employee Stock Purchase Plan •Added two additional metrics, revenue and NEBITDA, to our short-term incentive plan to further align executive compensation with the Company’s business strategy (see the section “Performance Metrics” in the Compensation Discussion and Analysis section of this Proxy Statement) | •Committed to reducing our scope 1 and 2 emissions by 50% by 2025 from a 2019 baseline, which we achieved in 2023 •Joined the UN Global Compact to further drive commitment to sustainability •Added diversity and pay parity data, formerly found in a stand-alone report, into our annual Sustainability Report •Continued our transparency on DEIB efforts by publishing our EEO-1 data |
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| About GoDaddy | | | Proxy Summary | | | Board and Governance Matters | | | Executive Compensation | | | Audit Matters | | | Other Management Proposals | | | Other Information |
Other Governance Policies
Communications with the Board of Directors
Stockholders or other interested parties may communicate directly with the Board, the Board Chair, any of the Company’s other non-management directors or the non-management directors as a group by mailing correspondence to the Company’s Corporate Secretary at GoDaddy Inc., 100 S. Mill Ave, Suite 1600, Tempe, AZ 85281, Attention: Corporate Secretary or Legal Department, or by sending such communication via email to governance@godaddy.com. The Company’s Corporate Secretary or Legal Department shall review all incoming stockholder communications and route such communications to the appropriate member(s) of the Board. Materials that will not be forwarded include mass mailings, product complaints or inquiries, job inquiries, business solicitations and patently offensive or otherwise inappropriate materials.
Director Orientation and Continuing Education
The Company maintains an orientation program for new directors and supports continuing education programs for all our directors. Our new director orientation program consists of a comprehensive set of materials used to familiarize new directors with the Company across a range of focus areas, including our industry, risk management and regulatory environment, the macroeconomic environment and corporate governance, among other matters relevant to their director duties. New directors also take part in one-on-one meetings with members of our Board;management team, with tailored follow-up deep dive meetings often being held, depending on the director’s background and expertise. We periodically review our new director orientation program to ensure alignment with Company strategy, industry developments and best practices.
•our Board’s leadership structure;We encourage and
• support all directors in pursuing continuing education, which may take the “independence”form of third-party presentations and programs. We also facilitate in-house speaker sessions to provide updates to directors on topics of interest, including on the macroeconomic environment, global economic outlook and director nominees as measured by the independence requirements of the New York Stock Exchange (“NYSE”), applicable rules and regulations promulgated by the Securities and Exchange Commission (“SEC”) and other applicable laws.emerging technologies, among others.
Stockholder Recommendations for Director CandidatesIndependence and Additional Board Service
It is the policy
Director Independence
Our Corporate Governance Guidelines require that a majority of the Board and each member of our standing committees be independent in accordance with applicable SEC rules and NYSE Listing Standards. Our Board annually reviews director independence, taking into consideration all relevant facts and circumstances, including whether any director has a material relationship with the Company or a member of our leadership team (either directly or as a partner, stockholder, director or officer of an organization that has a relationship with the Company) that would interfere with the exercise of independent judgment by such individual in carrying out the responsibilities of a director. In making its determination, the Board considers responses provided by directors through our annual director and officer questionnaire process, as well as information obtained through Company records and outside sources. Our Board determined, upon the recommendation from the Governance Committee, consider recommendationsthat Messrs. Chen, Garrett, Sharples and Tallapragada and Mses. Donahue, Sweet and Zarmi qualify as independent. Our Board also determined, upon the recommendation from stockholders using the same process it follows for other candidates. Stockholders may recommend director nominees for consideration by the Governance Committee, by writingthat Mr. Robel, who retired at our 2023 Annual Meeting, and Messrs. Roslansky and Wittlinger, each of whom retired from the Board effective January 25, 2023, were independent during the time they served on the Board.
Other Public Company Board Service
As the responsibilities of public company directors continue to the Corporate Secretaryexpand, our Board has established limitations on our directors’ ability to serve on other boards to ensure that each director is able to perform their responsibilities, maintain effective oversight of the Company at GoDaddy Inc., Attention:and management and fulfill their fiduciary duties to our stockholders. Through the Governance Committee, the Board annually reviews our Corporate Secretary, 2155 E. GoDaddy Way, Tempe, Arizona 85284.Governance Guidelines, which include limitations on directors’ ability to serve on other boards. In developing these limitations, the Governance Committee considers many factors, including:
Pursuant•the time commitment required by the Company in conjunction with Board and committee meeting preparation and attendance;
•the scope of responsibilities of individual committees;
•results of our annual Board and committee evaluation process;
•whether directors are currently employed or retired from full-time employment;
•input from our stockholders during engagement; and
•the corporate governance guidelines adopted by our peers and other comparable public companies.
Our Corporate Governance Guidelines limit our directors from serving on more than four public company boards including the Company’s Board and, if our chief executive officer serves as a member of our Board, he or she is limited to serving on no more than two public company boards, including the Company’s Board. Our directors are required to advise the chair of the Governance Committee of any invitations to join a new public company board of directors prior to accepting the directorship. This notification process allows the Board to confirm the absence of any actual or potential conflict of interest and ensures that such director has sufficient time to devote to the termsresponsibilities and commitments of our Bylaws, stockholder nominations must be received byCompany and Board. All directors are in compliance with this policy. In addition, our Corporate Secretary not less than 90 days norAudit Committee Charter limits directors who serve on our Audit Committee from simultaneously serving on the audit committees of more than 120 days priorthree public companies (including our Audit Committee), unless the Board determines that such simultaneous service would not impair the ability of such member to effectively serve on the first anniversary of the preceding year’s annual meeting and must comply with the additional requirements of our Bylaws. For more information on stockholder nominations, see the section “Additional Information and Frequently Asked Questions About this Proxy Statement and the Annual Meeting — Submission of Proposals and Other Items of Business for the 2023 Annual Meeting” beginning on page 79 of this Proxy Statement.Company’s Audit Committee.
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| About GoDaddy | | | Proxy Summary | | | Board and Governance Matters | | | Executive Compensation | | | Audit Matters | | | Other Management Proposals | | | Other Information |
The below table summarizes the limits on a director’s ability to serve on other boards.
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| Director Category | | | | | | | Limit on Public Company Board Service
(including GoDaddy Board) |
18All Directors | | | | 4 boards |
| CEO of GoDaddy | 2 boards |
| Audit Committee Members | 3 audit committees |
Board Committees and Meetings
Board Meetings and Attendance
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Number of Board
Meetings in 2023 | 7 | | Attendance at Board and Committee Meetings in 2023 | >75% | | Attendance at 2023 Annual Meeting of Stockholders | >75% |
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During the year ended December 31, 2023, our Board held 7 meetings (including regularly scheduled and special meetings). Each director attended at least 75% of the aggregate of (i) the total number of meetings of our Board held during the period for which he or she has been a director and (ii) the total number of meetings held by all committees of our Board on which he or she served during the periods that he or she served.
Directors are expected to prepare for, attend and actively participate in all Board and committee meetings. We strongly encourage, but do not require, members of our Board to attend our annual meetings of stockholders. All of our directors attended our 2023 annual meeting of stockholders.
The Board’s independent directors regularly meet in executive sessions in which management does not participate. The Chair of the Board presides at each executive session.
Committees
Our Board maintains three standing committees: the Audit Committee, the Governance Committee and the Compensation Committee. Each of our standing committees operates under a written charter satisfying applicable SEC rules and NYSE Listing Standards. Copies of the charters of our standing committees are available on our corporate website at aboutus.godaddy.net/investor-relations/governance.
In accordance with our Corporate Governance Guidelines, our Board has determined that each member of our standing committees is independent. Each committee annually reviews the adequacy of its written charter and submits any recommended changes to the Board for approval.
The Governance Committee annually reviews and recommends to the Board the composition of each committee, including the appropriate director to chair each committee. In making its recommendations, the Governance Committee considers among other factors, the scope of responsibilities of the committees and the relevant skills, background and experience of the directors. In June 2023, Caroline Donahue joined the Governance Committee and Sigal Zarmi joined the Audit Committee. The following pages show a snapshot of the composition of our committees and their key responsibilities.
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| About GoDaddy | | | Proxy Summary | | | Board and Governance Matters | | | Executive Compensation | | | Audit Matters | | | Other Management Proposals | | | Other Information |
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Audit and Finance Committee* |
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| Mark Garrett (Chair) | INDEPENDENCE Our Board has determined that each member of our Audit Committee meets the requirements for independence under current NYSE Listing Standards and SEC rules and regulations, including Rule 10A-3(b)(1)(iv) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). Each member of our Audit Committee also meets the financial literacy requirements of the current NYSE Listing Standards. FINANCIAL EXPERTS Our Board has determined that Messrs. Chen and Garrett are “financial experts” within the meaning of Item 407(d) of Regulation S-K under the Securities Act of 1933, as amended (the “Securities Act”). PRIMARY RESPONSIBILITIES Our Audit Committee is responsible for overseeing, among other things: •our accounting and financial reporting processes and internal controls as well as the audit and integrity of our financial statements; •the qualifications, independence and performance of our independent registered public accounting firm; •the performance of our internal audit function; •our compliance with legal and regulatory requirements; •data privacy and cybersecurity matters; and •risk assessment and risk management pertaining to financial, accounting, treasury and tax matters. 2023 HIGHLIGHTS •Oversaw the Company’s capital allocation strategy, with $1.3 billion of shares repurchased in 2023. Advised the Board on an incremental $1 billion share repurchase authorization through 2025. •Actively engaged with management in outlining the margin expansion path through fiscal year 2024. •Provided oversight of our Chief Information Security Officer and the security team’s continued efforts to enhance the Company’s security posture with respect to cybersecurity risk to our systems and data. For more information about the Audit Committee’s responsibilities and actions, see the section titled “Report of the Audit and Finance Committee” on page 76. |
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| Herald Chen |
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| Sigal Zarmi |
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No. of meetings in 2023: 5 |
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*Caroline Donahue was a member of the Audit and Finance Committee until June 2023.
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| About GoDaddy | | | Proxy Summary | | | Board and Governance Matters | | | Executive Compensation | | | Audit Matters | | | Other Management Proposals | | | Other Information |
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Nominating and Governance Committee* |
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| Leah Sweet (Chair) | INDEPENDENCE Our Board has determined that each member of our Governance Committee meets the requirements for independence under current NYSE Listing Standards. PRIMARY RESPONSIBILITIES Our Governance Committee, among other things: •advises the Board concerning the composition of the Board and identifies individuals qualified to become Board members; •makes recommendations to the Board regarding persons to be nominated for election as directors at meetings of stockholders or to fill vacancies or newly created directorships; •makes recommendations to the Board regarding the composition of the various committees of the Board; •develops and makes recommendations to the Board regarding our corporate governance guidelines and related matters; •oversees our ESG strategies, practices and programs, and the ESG disclosures in our sustainability report and proxy statement; and •oversees the annual evaluation of the Board and its committees. 2023 HIGHLIGHTS •Led the Board’s appointment of Srini Tallapragada and Sigal Zarmi, strengthening Board composition and oversight by bringing their invaluable knowledge and leadership experience to the Board. •Conducted the Board’s annual evaluation process, evaluating Board effectiveness, composition and directors’ skills and experience to inform Board refreshment and succession planning. •Continued oversight of sustainability practices and programs, and review of our Sustainability Report. For information about our Board composition and the Governance Committee’s considerations for director candidates, see “Board Composition” beginning on page 26. For a discussion of our Board assessment process, see “Assessment of Board and Committee Effectiveness” on page 34. |
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| Caroline Donahue |
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| Srini Tallapragada |
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No. of meetings in 2023: 4 |
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*Former directors Ryan Roslansky and Lee Wittlinger were members of the Nominating and Governance Committee in 2023 until their resignations in January 2023. Sigal Zarmi was a member of the Nominating and Governance Committee from her appointment in January 2023 to June 2023.
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| About GoDaddy | | | Proxy Summary | | | Board and Governance Matters | | | Executive Compensation | | | Audit Matters | | | Other Management Proposals | | | Other Information |
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| Compensation and Human Capital Committee |
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| Brian Sharples (Chair) | INDEPENDENCE Our Board has determined that each member of our Compensation Committee meets the requirements for independence under current NYSE listing standards. PRIMARY RESPONSIBILITIES Our Compensation Committee, among other things: •oversees our compensation policies, plans and benefits programs and our overall compensation philosophy; •(i) oversees the compensation of our CEO and other executive officers (including officers reporting under Section 16 of the Exchange Act), (ii) evaluates and approves our executive officer compensation plans, policies and programs, and (iii) where it deems appropriate, consults with and makes recommendations to the Board in respect of the foregoing; •administers our equity compensation plans for our executive officers, employees, directors and other service providers; and •assists the Board in its oversight of human capital management. 2023 HIGHLIGHTS •Reviewed the executive compensation program to ensure that annual and long-term compensation continue to attract, retain and motivate executive talent and are strongly aligned with performance. •Updated our short-term incentive program to include two new metrics: Revenue and NEBITDA. •Removed evergreen provisions from the Company’s 2015 Equity Incentive Plan and 2015 Employee Stock Purchase Plan in response to investor feedback. •Continued oversight of human capital management, including diversity practices and programs. To learn more about how we make executive compensation decisions, including the role of the independent compensation consultant in assisting the Compensation Committee in making such decisions, see the Compensation Discussion and Analysis beginning on page 45. |
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| Caroline Donahue |
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| Leah Sweet |
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No. of meetings in 2023: 6 |
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| Proxy
SummaryAbout GoDaddy | | | Proxy Summary | | | Board and
Governance Matters | | | Executive Compensation | | Executive
Compensation | Audit Matters | | | Audit
Matters | Other Management
Proposals | | | Other
Information |
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Biographical InformationAssessment of Board and Committee Effectiveness
Annual evaluations play a critical role in ensuring the effective functioning of our Board and its committees. The Governance Committee is responsible for developing and overseeing the annual evaluation process for our Board and its committees, which may include written questionnaires, individual interviews led by the Board Chair or an independent third party or a combination of approaches. Historically, the Board’s evaluations have consisted of individual interviews conducted either by the Board Chair or led by an independent third party. In addition, as part of their annual governance review, each committee performs a committee self-evaluation.
Set forth below is a brief descriptionour Board’s process for assessing Board and committee effectiveness:
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EVALUATION TOPICS COVERED Our Board and committee evaluations generally cover three key areas: (i) Effectiveness, which includes questions regarding the Board’s and its committees’ performance over the prior year; (ii) Board and committee composition, which includes discussions on the structure and effectiveness of the Board’s and committees’ composition and a review of the appropriateness of defined responsibilities; and (iii) Director skills, experience and refreshment, which includes a review of director skills, experience and backgrounds, succession planning and possible refreshment practices. In addition, the Governance Committee may from time to time add additional topics of discussion to ensure full feedback is received from directors and each committee may choose to discuss other topics that are relevant to the committee and its responsibilities. |
In 2023, the Board evaluation process was conducted by an independent third party and each committee conducted its own self-evaluation. Following this process, the Board determined that its current composition remains effective in providing oversight of the age, principal occupation, position and business experience of each of our director nominees and continuing directors. Each director’s biographical information includes a description of the nominee’s experience, qualifications, attributes or skills that qualify the nomineeCompany. The Board will continue to serveevaluate its composition on our Board at this time. All information is as of March 31, 2022.an ongoing basis to determine if any additional changes are necessary.
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| Name and Principal Occupation | Age | Director Since | Current Term Expires | Expiration of Term For Which Nominated | Board Committees |
| AFC | CHCC | NGC |
| CLASS I | | | | | | | |
Aman Bhutani Chief Executive Officer and Director | 45 | 2019 | 2022 | 2025 | | | |
Caroline Donahue Director | 61 | 2018 | 2022 | 2025 | • | • | |
Charles Robel Chair of the Board | 72 | 2014 | 2022 | 2025 | • | | |
| CLASS II | | | | | | | |
Mark Garrett Director | 64 | 2018 | 2023 | — | c | | |
Ryan Roslansky Director | 44 | 2018 | 2023 | — | | | • |
Lee Wittlinger Director | 38 | 2014 | 2023 | — | | | • |
| CLASS III | | | | | | | |
Herald Chen Director | 52 | 2014 | 2024 | — | • | | |
Brian Sharples Director | 61 | 2016 | 2024 | — | | c | |
Leah Sweet Director | 53 | 2020 | 2024 | — | | • | c |
| AFC - Audit and Finance Committee |
| C - Chair | • - Member |
| CHCC - Compensation and Human Capital Committee | | | | | | | |
| NGC - Nominating and Governance Committee | | | | | |
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| Proxy
SummaryAbout GoDaddy | | | Proxy Summary | | | Board and
Governance Matters | | | Executive Compensation | | Executive
Compensation | Audit Matters | | | Audit
Matters | Other Management
Proposals | | | Other
Information |
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NomineesBoard Risk Oversight
Overview
Our Board is responsible for Director
Set forth below areoverseeing the namesCompany’s enterprise-wide risk management as part of its mandates under our Corporate Governance Guidelines, its fiduciary duties and certain information aboutits general oversight of management and the nomineesCompany’s business strategy. Our Board exercises such oversight both directly and indirectly through its three standing committees and in review and consultation with management, which is accountable for Class I directors. The namesday-to-day risk management efforts. A breakdown of and certain information about, the continuing members of our Board are alsokey oversight responsibilities is set forth below. All information is as of March 31, 2022. Each nominee has agreed to be named in this Proxy Statement and to serve if elected. Should any nominee be unable to serve, the persons designated as proxies reserve full discretion to vote for another person or the Board may reduce its size.
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| FULL BOARD | | | | | | | | | | | | | | BOARD COMMITTEES |
| AUDIT | | COMPENSATION | | | GOVERNANCE |
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 •Oversees strategic, legal, regulatory, financial, management and operational risks, including cybersecurity, human capital management, sustainability and succession planning. •Reviews, discusses and assesses delegated oversight responsibilities with committees, directors and management. | | •Oversees and reviews, at least annually, and discusses with management and the Company’s independent auditor the Company’s major financial risk exposures and the steps management has taken to monitor and control those exposures. •Oversees data privacy and cybersecurity matters. •Reviews and assesses policies pertaining to financial, accounting, insurance coverage, investment and tax matters, as well as any other enterprise risk management or business continuity matters that the Board may delegate. •Reviews the overall adequacy and effectiveness of the Company’s legal, regulatory and ethical compliance programs, including those addressing the Company’s Code of Business Conduct and Ethics. •Periodically meets with management regarding the Company’s enterprise risk management and other compliance risk programs. | | Amanpal (Aman) Bhutani•Reviews and approves corporate goals and objectives relevant for CEO and other executive officer compensation tied to the performance of the Company. •Establishes and administers annual and long-term incentive compensation plans for executive officers and senior executives including establishing performance objectives. •Reviews and discusses with management human capital matters. •Assists the Board in its oversight of human capital management, including diversity matters and the Company’s assessment of pay parity across its employees. •Oversees the Company’s compensation risk assessments. | |
| CAREER HIGHLIGHTS•Reviews and assesses the adequacy of, and oversees compliance with, the Company’s Corporate Governance Guidelines.
Mr. Bhutani has served as our Chief Executive Officer•Reviews actual and as a memberpotential conflicts of our Board since September 2019. Mr. Bhutani currently serves on the boardinterest of directors of The New York Times Company.and executives.
Prior Experience
•President of the Brand Expedia Group, Expedia Group, Inc. June 2015 to September 2019 •Vice president and senior vice president of Expedia Worldwide Engineering, Expedia Group, Inc. May 2010 to June 2015
•Technology senior director, JPMorgan Chase and Co. September 2008 to May 2010
•Senior vice president of ecommerce technology, Washington Mutual, Inc., which was acquired by JPMorgan Chase and Co. in 2008, 2002 to September 2008
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| Chief Executive Officer, GoDaddy
Director since: 2019
Age: 45
Other Public Company Directorships:
The New York Times Company
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| | SKILLS AND QUALIFICATIONS | |
| | We believe Mr. Bhutani brings to the Company and the Board extensive technological and international business expertise gained from his collective experiences in senior leadership roles at digital and consumer-facing companies. This experience provides the Board with a valuable, highly relevant perspective onOversees the Company’s innovation efforts assustainability strategies, practices and programs and reviews the Company positions itself for further growth. | |
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applicable disclosures included in the Company’s proxy statement and sustainability report. | | | | | | | | | | | | | | |
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| | Caroline Donahue | |
| CAREER HIGHLIGHTS•Reviews and approves the Company’s Code of Business Conduct and Ethics.
Ms. Donahue has served as a member of our Board since July 2018. Ms. Donahue currently serves on•Reviews the board of directors of Experian plcsize and several non-profit organizations.
Prior Experience
•Chief marketing and sales officer and an executive vice president, Intuit Inc. August 2012 to September 2016
•Senior vice president of Sales and Channel Marketing, Intuit Inc. May 1995 until August 2012
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| Former Chief Marketing and Sales Officer, Intuit
Director since: 2018
Age: 61
Board Committees: AFC, CHCC
Other Public Company Directorships: Experian
| | SKILLS AND QUALIFICATIONS | |
| | We believe Ms. Donahue is qualified to serve as a member of our Board because of her extensive international markets and technology experience and knowledge of consumer sales and marketing, innovation and consumer-centricity. The Board also benefits from her insight and extensive experience in mass-market, digital, multi-channel and business-to-consumer distribution, marketing and brand and sales management. | |
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| | Charles Robel | |
| CAREER HIGHLIGHTS
Mr. Robel has served as a member of our Board since its formation in May 2014 and as Chaircomposition of the Board since March 2015. Mr. Robel also serves onand its committees in light of the boardschallenges and needs of directors of Sumo Logic and Sportradar Group AG.the Board.
Prior Experience
•General partner, Hummer Winblad Venture Partners June 2000 to December 2005 •PricewaterhouseCoopers LLP, Technology Mergers and Acquisitions Group mid-1990s to June 2000
•PricewaterhouseCoopers LLP, Silicon Valley Software Services Group 1985 toReviews the mid-1990s
•Board director, Informatica Corporation, November 2005 to August 2015
•Board director, Model N, Inc., January 2007 to February 2019
•Board director, Jive Software, Inc., June 2011 to December 2017Company’s succession planning process.
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| ENTERPRISE RISK MANAGEMENT PROGRAM |
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Former General Partner Hummer Winblad Partners•Identifies internal and external factors that could prevent the Company from achieving its strategic and operational objectives.
Director since: 2014•Assists management in monitoring and mitigating specified risks to a reasonable level through consideration of expected impacts and the Company’s vulnerabilities.
Age: 72
Committees: AFC
Other Public Company Directorships:
Sumo Logic•Identifies strategic, reputational, financial, operational and Sportradarcompliance risks.
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| SKILLS AND QUALIFICATIONS | |
| We believe that Mr. Robel is qualified to serve as a member of our Board because of his significant financial, accounting and compliance expertise, as well as his vast experience serving on the board of directors of other public and private technology companies, including several chair and lead independent director roles. Mr. Robel’s expertise overseeing growth initiatives across many technology companies from both an operating and financial sponsor perspective meaningfully benefits the Board as the Company executes on innovation. | |
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| Proxy
SummaryAbout GoDaddy | | | Proxy Summary | | | Board and
Governance Matters | | | Executive Compensation | | Executive
Compensation | Audit Matters | | | Audit
Matters | Other Management
Proposals | | | Other
Information |
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Continuing DirectorsCybersecurity and Data Privacy Oversight
Cybersecurity
GoDaddy maintains an enterprise-wide cybersecurity program designed to manage risks to the Company’s information systems from cybersecurity threats and cybersecurity incidents. The Board is committed to managing cybersecurity risks as part of the Company’s overall risk management framework.
The Board oversees the Company’s cybersecurity risk management program through the Audit Committee. The Audit Committee is responsible for overseeing and reviewing with management GoDaddy’s cybersecurity matters. The Audit Committee receives verbal and written reports at least quarterly from GoDaddy’s Chief Information Security Officer (“CISO”) regarding the state of the Company’s cybersecurity risk management program, the Company’s current material cybersecurity risks, and general cybersecurity-related risks. The Audit Committee consists of Board members with a diversity of expertise in risk management, technology, finance and cybersecurity, including oversight of security teams. In addition, the Company’s CISO and Chief Technology Officer (“CTO”) provide the full Board with written quarterly and annual reports on the state of the Company’s cybersecurity program and material cybersecurity-related risks, and the chair of the Audit Committee provides a quarterly summary of the Audit Committee’s most recent cybersecurity discussion to the full Board.
GoDaddy management is responsible for identifying, assessing, and managing the Company’s material cybersecurity risks on an ongoing basis, establishing processes designed to ensure that potential cybersecurity risk exposures are monitored, putting in place appropriate mitigation and remediation measures and maintaining the Company’s cybersecurity programs. GoDaddy’s CISO has primary responsibility for overseeing the Company’s programs for identifying, assessing, and managing the Company’s cybersecurity risks. The CISO reports directly to the Company’s CTO and also regularly provides reports and updates to the Company’s CEO on significant cybersecurity-related matters relevant to the Company’s cybersecurity risk.
The CISO, CTO, and CEO work together to assess and manage cybersecurity-related risks. The CISO is responsible for day-to-day operations working with an enterprise-wide cybersecurity team that provides 24/7/365 support. The CISO regularly confers with the CTO and CEO on cybersecurity matters, including providing notice of cybersecurity threats and incidents, including those that have the potential to have material effects. The CISO also provides written monthly and quarterly reports on the state of the Company’s cybersecurity program and cybersecurity risks to the CTO, CEO, and other key executives. As noted above, the CISO and CTO also provide regular reports to the Audit Committee and the Board.
The Company’s cybersecurity policies, procedures, and strategies primarily are implemented by the Company’s information security department, which reports directly to the CISO. The Company’s information security department performs functions that include but are not limited to general security operations, event monitoring, incident response, vulnerability management, policy and procedure development, security compliance, product development support, product security readiness testing, third-party vendor security assessments, and penetration testing. Other personnel and departments in the Company also assist with cybersecurity risk management, including but not limited to the Company’s technology organization and the Company’s privacy, legal, third-party risk management, and corporate audit services teams.
In addition, the Company has developed processes to integrate cybersecurity risk management within the Company’s product and software development processes. Our product teams and business unit leaders are involved in cybersecurity risk management during product development with support from our enterprise-wide security team supervised by the CISO.
Data Privacy
GoDaddy maintains an enterprise-wide global privacy program designed to comply with our data privacy obligations and manage data privacy risk.
Our Privacy Officer manages our Data Privacy Office and global privacy program. Our Data Privacy Office is responsible for day-to-day operations of our privacy program, including but not limited to conducting privacy impact assessments, providing training to employees, responding to data subject requests, and responding to inquiries from data protection authorities. Other personnel and departments in the Company also assist the Data Privacy Office, including but not limited to the Company’s legal and information security teams.
We maintain a global privacy policy that describes how we collect, use, store, share, and protect customer data, as well as how customers can access and manage their personal data. We also adjust our policies and practices to comply with variations in local laws and regulations that may be applicable to specific areas of our business. We regularly review and refine our policies and practices to improve our global privacy program and respond to changes in applicable laws and regulations.
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| About GoDaddy | | | Proxy Summary | | | Board and Governance Matters | | | Executive Compensation | | | Audit Matters | | | Other Management Proposals | | | Other Information |
Our corporate audit services team audits our privacy practices and the results of such audits are presented to senior leadership and discussed with the Audit Committee. In addition, updates on privacy matters are included as part of the Audit Committee’s review of the Company’s Enterprise Risk Management program.
Sustainability Risk Oversight
We have designed our approach for managing sustainability matters with a focus on transparency and oversight, which helps us continue to review and incorporate sustainability matters into our strategy and operations. Our sustainability governance structure is set forth below:
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| BOARD AND COMMITTEE-LEVEL OVERSIGHT |
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| Governance Committee | | | | Compensation Committee |
| | Herald Chen | |
| CAREER HIGHLIGHTSThe Governance Committee oversees GoDaddy’s sustainability strategies, practices and programs. The Governance Committee also reviews our public disclosures on such matters, including disclosures in our Proxy Statement and annual Sustainability Report.
Mr. Chen has served as a member of our Board since its formation in May 2014. Mr. Chen has been the President and Chief Financial Officer of AppLovin Corporation since November 2019 and a board member since August 2018.
Prior Experience
•Head of Technology, Media and Telecom, Kohlberg Kravis Roberts & Co. L.P., from April 2007 to October 2019
•Board chair, BMC Software, Inc., October 2018 to October 2019
•Board chair, Optiv Inc., December 2016 to October 2019
•Board chair, Epicor Software, August 2016 to October 2019
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| President and Chief Financial Officer, AppLovin Corporation
Director since: 2014
Age: 52
Committees: AFC
Other Public Company Directorships:
AppLovin
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| SKILLS AND QUALIFICATIONS | |
| We believe Mr. Chen is qualified to serve as a member of our Board because of his deep background in the technology industry, his proven leadership and strategic insight as a current executive of a large company in the digital market space, as well as his experience serving as a director on several public company boards and as a chair on multiple private company boards. Mr. Chen also bringsThe Governance Committee regularly reports to the Board his operationalon these topics. | The Compensation Committee assists the Board in its oversight of human capital management practices and management expertise as a former investment professional who was instrumental in defining strategyprograms, including diversity matters and driving successour assessment of pay parity across many technology companies. | our employees. The Compensation Committee reports regularly to the Board on these topics. |
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| | | | | | | | | | | | | EXECUTIVE AND MANAGEMENT-LEVEL OVERSIGHT |
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| | | Management oversees the progress of corporate sustainability programs and practices as they relate to key areas of our business |
 | | Mark Garrett | •Members of our Sustainability Working Group (as described below) report directly to members of GoDaddy’s management, sharing ongoing updates on relevant sustainability topics, as needed. Members of management elevate sustainability-related topics to their executive team leaders where relevant. |
| | CAREER HIGHLIGHTS
Mr. Garrett has served as a member of our Board since February 2018. Mr. Garrett has served as a strategic advisor at Permira since June 2021. Mr. Garrett currently serves on the boards of directors of Cisco Systems, Inc., Snowflake Inc., and NightDragon Acquisition Corp.
Prior Experience
•Executive vice president and chief financial officer, Adobe Systems Incorporated, from February 2007 to April 2018
•Senior vice president and chief financial officer, Software Group of EMC Corporation (formerly Documentum, Inc.), August 2002 to January 2007 and 1997 to 1999, including through its acquisition by EMC Corporation in December 2003
•Board director, HireRight, LLC, November 2018 to October 2021
•Board director, Pure Storage, Inc., July 2015 to December 2021
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| SUSTAINABILITY WORKING GROUP |
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| Former Executive Vice President and Chief Financial Officer, Adobe
Director since: 2018
Age: 64
Committees: AFC (C)
Other PublicOur Sustainability Working Group is composed of leaders across the Company Directorships:
Cisco Systems, Snowflake and NightDragon Acquisition
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| | SKILLS AND QUALIFICATIONS | |
| | We believe Mr. Garrett is qualified to serve as a member of our Board because of his leading financial and accounting expertise, as well as his proven leadership experience as an executive and director on boards and audit committees of several technology companies. Mr. Garrett provides an important perspective to our Board as a visionary in the technology industry who has completed one of the largest and fastest strategic transitions towards a cloud-based subscription model while at Adobe. | |
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| | Ryan Roslansky | |
| CAREER HIGHLIGHTS•The Sustainability Working Group is responsible for driving progress across our priority topics, supporting sustainability disclosures and sharing relevant matters to inform and guide the business.
Mr. Roslansky has served as a member•The Sustainability Working Group is composed of leaders representing our Board since July 2018. Mr. Roslansky has served aspriority topics across the chief executive officer of LinkedIn Corporation since June 2020.Company and is chaired by our Corporate Sustainability and ESG Team.
Prior Experience
•Senior vice president of ProductsThe Sustainability Working Group supports the Company’s ongoing commitment to sustainable practices and User Experience, LinkedIn Corporation, May 2009 to June 2020transparent disclosures. •Senior vice president of Product, Mode Media Corporation (formerly Glam Media), May 2007 to May 2009
•Product and general management positions, Yahoo!, Inc., December 1999 to June 2004
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| Chief Executive Officer, LinkedIn
Director since: 2018
Age: 44
Committees: NGC
Other Public Company Directorships: None
| | SKILLS AND QUALIFICATIONS | |
| | We believe Mr. Roslansky is qualified to serve as a member of our Board because of his vast leadership experience in the technology industry, delivering successful products that enable customers to thrive and build their digital presence. The Board also benefits from Mr. Roslansky’s expertise in product strategy and development as well as his expansive background in global marketing, sales and customer experience. | |
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| | | 20222024 Proxy Statement | 21 |
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Proxy
Summary | | Board and
Governance Matters | | Executive
Compensation | | Audit
Matters | | Other Management
Proposals | | Other
Information |
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| | Brian Sharples | |
| CAREER HIGHLIGHTS
Mr. Sharples has served as a member of our Board since March 2016. Mr. Sharples currently serves on the boards of directors of Avalara, Inc., Yelp, Inc., Ally Financial Inc.
Prior Experience
•Chief executive officer, HomeAway, Inc., April 2004 to September 2016
•Board chairman, HomeAway, Inc., April 2004 to January 2017
•Board director, RetailMeNot, Inc., July 2011 to May 2017
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| Co-founder, Former Chairman and Chief Executive Officer, HomeAway
Director since: 2016
Age: 61
Committees: CHCC (C)
Other Public Company Directorships:
Avalara, Yelp, Ally Financial
| | SKILLS AND QUALIFICATIONS | |
| We believe Mr. Sharples is qualified to serve as a member of our Board because of his extensive experience as an executive in the technology industry and his entrepreneurial leadership. The Board additionally benefits from his expertise in technology brand strategy and his knowledge navigating strategic transactions in the technology and e-commerce space as both an executive and director. | |
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| | Leah Sweet | |
| CAREER HIGHLIGHTS
Ms. Sweet has served as a member of our Board since February 2020. Ms. Sweet currently serves on the board of directors of BMC Technologies.
Prior Experience
•Various roles, including senior vice president of Global Design, Delivery and Operations and chief of staff to the chief executive officer, PayPal Inc., January 2012 to March 2020
•Deputy chief information officer, State of Arizona, May 2009 to April 2010
•Vice President, Technology Strategy and Operations, American Express, February 2004 to May 2009
•Board director, Arizona Technology Council, October 2016 to March 2020
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| Former Senior Vice President, PayPal
Director since: 2020
Age: 53
Committees: CHCC, NGC (C)
Other Public Company Directorships: None
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| SKILLS AND QUALIFICATIONS | |
| We believe Ms. Sweet is qualified to serve as a member of our Board because of her extensive senior executive expertise in the fintech and financial services industries. Her prior experiences spearheading successful transformations and driving businesses forward enable her to provide valuable insight to the Board with regard to oversight of enterprise strategy development and program management. | |
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| | Lee Wittlinger | |
| CAREER HIGHLIGHTS
Mr. Wittlinger has served as a member of our Board since its formation in May 2014. Mr. Wittlinger joined Silver Lake Partners in July 2007 and has been a Managing Director since January 2018. He currently serves on the board of directors of AMC Entertainment Holdings, Inc.
Prior Experience
•Investment banker, Technology, Media and Communications, Goldman, Sachs & Co. LLC, June 2005 to June 2007
•Board director, Vantage Data Centers LLC, May 2012 to March 2017
•Board director, Cast & Crew LLC, August 2015 to February 2019
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| Managing Director, Silver Lake
Director since: 2014
Age: 38
Committees: NGC
Other Public Company Directorships:
AMC Entertainment Holdings
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| SKILLS AND QUALIFICATIONS | |
| We believe Mr. Wittlinger is qualified to serve as a member of our Board because of his experience and perspective as an investment and finance professional in the technology industry. With an extensive M&A background and financing expertise, Mr. Wittlinger provides valuable insight regarding potential strategic transactions as well as essential oversight of financial decisions. | |
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| Proxy
SummaryAbout GoDaddy | | | Proxy Summary | | | Board and
Governance Matters | | | Executive Compensation | | Executive
Compensation | Audit Matters | | | Audit
Matters | Other Management
Proposals | | | Other
Information |
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Board Leadership StructureStockholder Engagement Approach and Philosophy
We currently have a separate independent Chair and CEO structure with Charles Robel serving as independent Board Chair and Aman Bhutani serving as CEO. We believe the current structure allows for effective oversight of the Company, theOur Board and management attake a long-term, constructive view toward stockholder engagement. We recognize that stockholder feedback is critical to driving growth, creating value and, most importantly, being responsible stewards of stockholder capital. As a result, our management regularly engages with our stockholders, often with a director joining the discussion, to learn first-hand their perspectives and guidance.
We greatly value this time. The rolefeedback, and we seek to optimize our corporate governance by refining our policies, procedures and practices when appropriate. In addition to the engagement described below, we also communicate with our stockholders through several other forums, including quarterly earnings calls, our annual and quarterly reports, proxy statements and other SEC filings, our Annual Meeting of the ChairStockholders, investor meetings and conferences and our Investor Relations website.
As part of our Board iscomprehensive engagement program, we have established a robust annual engagement cycle that allows us to facilitate oversight of management, engagecapture and integrate stockholder feedback into our decision-making processes.
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| | Conduct off-season engagement outreach with stockholders and proxy advisers to discuss, among other topics, corporate governance, human capital management, sustainability and executive compensation matters. |
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| Share stockholder feedback with the Board, and committees where appropriate, for consideration to determine any potential changes to be made. |
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| Leading up to the Annual Meeting of Stockholders, conduct in-season engagement outreach to answer any stockholder questions on ballot items and the proxy statement. |
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| Review and consider for future action the results of the Annual Meeting of Stockholders, stockholder feedback and governance trends. |
Informed by stockholder feedback, we made several changes to our proxy disclosure, executive compensation program and ESG practices in recent years. These changes include:
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| Governance | Proxy Disclosure |
•Initiated declassification of the Board with annual elections (fully phased in by 2025) •Formalized Board-level oversight of ESG matters, including human capital management | •Expanded disclosures related to our Board skills, director onboarding and continuing director education •Expanded disclosures related to annual highlights of each committee •Enhanced disclosures regarding Board and committee self-assessment processes •Enhanced disclosure related to the Board’s oversight of cybersecurity |
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| Executive Compensation | Environmental and Social |
•Removed evergreen provisions beginning in 2023 via an amendment to our 2015 Equity Incentive Plan and 2015 Employee Stock Purchase Plan •Added two additional metrics, revenue and NEBITDA, to our short-term incentive plan to further align executive compensation with the Company’s business strategy (see the section “Performance Metrics” in the Compensation Discussion and Analysis section of this Proxy Statement) | •Committed to reducing our scope 1 and 2 emissions by 50% by 2025 from a 2019 baseline, which we achieved in 2023 •Joined the UN Global Compact to further drive commitment to sustainability •Added diversity and pay parity data, formerly found in a stand-alone report, into our annual Sustainability Report •Continued our transparency on DEIB efforts by publishing our EEO-1 data |
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| About GoDaddy | | | Proxy Summary | | | Board and Governance Matters | | | Executive Compensation | | | Audit Matters | | | Other Management Proposals | | | Other Information |
Other Governance Policies
Communications with stockholders, and lead our Board on all matters. Our CEO has primary responsibility for the operational leadership and strategic direction of the Company. Mr. Robel has served as the independent Chair of the Board since 2015 due in large part to his strong financial, accounting and compliance expertise, his deep knowledgeof Directors
Stockholders or other interested parties may communicate directly with the Board, the Board Chair, any of the Company’s operationsother non-management directors or the non-management directors as a group by mailing correspondence to the Company’s Corporate Secretary at GoDaddy Inc., 100 S. Mill Ave, Suite 1600, Tempe, AZ 85281, Attention: Corporate Secretary or Legal Department, or by sending such communication via email to governance@godaddy.com. The Company’s Corporate Secretary or Legal Department shall review all incoming stockholder communications and history,route such communications to the appropriate member(s) of the Board. Materials that will not be forwarded include mass mailings, product complaints or inquiries, job inquiries, business solicitations and patently offensive or otherwise inappropriate materials.
Director Orientation and Continuing Education
The Company maintains an orientation program for new directors and supports continuing education programs for all our directors. Our new director orientation program consists of a comprehensive set of materials used to familiarize new directors with the Company across a range of focus areas, including its transition from privateour industry, risk management and regulatory environment, the macroeconomic environment and corporate governance, among other matters relevant to public and from controlled to non-controlled, and his extensive experience servingtheir director duties. New directors also take part in one-on-one meetings with members of our management team, with tailored follow-up deep dive meetings often being held, depending on the boards of directors of other publicdirector’s background and private technology companies.
Key responsibilities of the Chair of the Board include, among other duties:
•Presiding over all meetings of the Board;
•Developingexpertise. We periodically review our new director orientation program to ensure alignment with Company strategy, industry developments and setting the agenda for each Board meeting in consultation with management and the Chair of each standing committee;
•Calling and presiding over executive sessions of the Board;
•Assisting the Governance Committee in the Board’s self-assessment and Board and Committee evaluation process; and
•Serving as a liaison between the Board and the Company’s stockholders.best practices.
We do not require separationencourage and support all directors in pursuing continuing education, which may take the form of third-party presentations and programs. We also facilitate in-house speaker sessions to provide updates to directors on topics of interest, including on the offices of the Chairmacroeconomic environment, global economic outlook and CEO. We believe it is important to retain the flexibility to allocate the responsibilities of such offices in a structure that serves the best interests of the Company and our stockholders. However, if at any point we determine those interests are best served by combining the roles of our CEO and Board Chair, our Corporate Governance Guidelines require that the then independent directors of the Board designate an independent director as Lead Director.emerging technologies, among others.
Director Independence and Additional Board Service
Director Independence
Our Corporate Governance Guidelines require that a majority of the Board and each member of our standing committees be independent in accordance with applicable laws,SEC rules and NYSE Listing Standards and our Corporate Governance Guidelines.Standards. Our Board annually reviews director independence, taking into consideration all relevant facts and circumstances, including whether any director has a material relationship with the Company or a member of our managementleadership team (either directly or as a partner, stockholder, director or officer of an organization that has a relationship with the Company) that would interfere with the exercise of independent judgment by such individual in carrying out the responsibilities of a Director.director. In making its determination, the Board considers responses provided by directors through our annual director and officer questionnaire process, as well as information obtained through Company records and outside sources as well as responses provided by directors through our annual officer and director questionnaire process.sources. Our Board has determined, withupon the recommendation from the Governance Committee, that Messrs. Chen, Garrett, Sharples and Tallapragada and Mses. Donahue, Sweet and Zarmi qualify as independent. Our Board also determined, upon the recommendation from the Governance Committee, that Mr. Chen, Ms. Donahue, Mr. Garrett, Mr. Robel, Mr.who retired at our 2023 Annual Meeting, and Messrs. Roslansky Mr. Sharples, Ms. Sweet and Mr. Wittlinger, qualify as independent.each of whom retired from the Board effective January 25, 2023, were independent during the time they served on the Board.
Other Public Company Board Service
As the responsibilities of public company directors have continuedcontinue to expand, our Board has established overboarding guidelines forlimitations on our directorsdirectors’ ability to serve on other boards to ensure that each director is able to perform their responsibilities, maintain effective oversight of the Company and management and fulfill their fiduciary duties to our stockholders. Through the Governance Committee, the Board annually reviews our Corporate Governance Guidelines, which include limitations on directors’ ability to serve on other boards. In developing these limitations, the Governance Committee considers many factors, including:
•the time commitment required by the Company in conjunction with Board and committee meeting preparation and attendance;
•the scope of responsibilities of individual committees;
•results of our annual Board and committee evaluation process;
•whether directors are currently employed or retired from full-time employment;
•input from our stockholders during engagement; and
•the corporate governance guidelines adopted by our peers and other comparable public companies.
Our Corporate Governance Guidelines limit our directors from serving on more than four public company boards including the Company’s Board and, if our current chief executive officer serves as a member of our Board, he or she is limited to serving on no more than two public company boards, including the Company’s Board. Our directors are required to advise the chair of the Governance Committee of any invitations to join a new public company board of directors prior to accepting the directorship. This notification process allows the Board to confirm the absence of any actual or potential conflict of interest and ensure theensures that such director has sufficient time to devote to the responsibilities and commitments of our Company and Board. All directors are in compliance with this policy. In addition, our Audit and Finance Committee Charter limits directors who serve on our Audit Committee from simultaneously serving on the audit committees of more than three public companies (including our Audit Committee), unless the Board determines that such simultaneous service would not impair the ability of such member to effectively serve on the Company’s Audit Committee. Mr. Garrett currently serves on the audit committees of four public companies, including GoDaddy. The Board determined that Mr. Garrett’s service on such committees would not impair his ability to effectively serve on our Audit Committee.
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| About GoDaddy | | | Proxy Summary | | | Board and Governance Matters | | | Executive Compensation | | | Audit Matters | | | Other Management Proposals | | | Other Information |
The below table summarizes the limits on a director’s ability to serve on other boards.
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| Director Category | | | | | | | | | | | | | | | | | | | | | | | | | | Limit on Public Company Board Service
(including GoDaddy Board) |
Proxy
SummaryAll Directors | | Board and
Governance Matters | | Executive
Compensation | | Audit
Matters | | Other Management
Proposals | | Other
Information4 boards |
| CEO of GoDaddy | 2 boards |
| Audit Committee Members | | | | | | | | | 3 audit committees |
Board Committees and Meetings
Board Meetings and Attendance
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| Number of Board
Meetings in 2021 | 13 | | Attendance at Board and Committee Meetings in 2021 | 75+% | | Attendance at 2021 Annual Meeting of Stockholders | 100% |
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Number of Board
Meetings in 2023 | 7 | | Attendance at Board and Committee Meetings in 2023 | >75% | | Attendance at 2023 Annual Meeting of Stockholders | >75% |
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During the year ended December 31, 2021,2023, our Board held thirteen7 meetings (including regularly scheduled and special meetings). Each director attended at least 75% of the aggregate of (i) the total number of meetings of our Board held during the period for which he or she has been a director and (ii) the total number of meetings held by all committees of our Board on which he or she served during the periods that he or she served.
Directors are expected to prepare for, attend and actively participate in all Board and committee meetings. We strongly encourage, but do not require, members of our Board to attend our annual meetings of stockholders. All of our directors attended our 20212023 annual meeting of stockholders.
The Board’s independent directors regularly meet in executive sessions in which management does not participate. The Chair of the Board presides at each executive session.
Committees
Our Board has establishedmaintains three standing committees: anthe Audit and Finance Committee, (the “Audit Committee”), a Nominating andthe Governance Committee (the “Governance Committee”) and athe Compensation and Human Capital Committee (the “Compensation Committee”).Committee. Each of our standing committees operates under a written charter satisfying the applicable SEC rules and NYSE Listing Standards. Copies of the charters of our Chartersstanding committees are available on our corporate website at www.aboutus.godaddy.net/aboutus.godaddy.net/investor-relations/governance.
EachIn accordance with our Corporate Governance Guidelines, our Board has determined that each member of our standing committees has been determined independent by our Board in accordance with our Corporate Governance Guidelines.is independent. Each committee annually reviews the adequacy of its written charter and submits any recommended changes to the Board for approval. In 2021, the Board approved certain amendments to the Governance Committee Charter and Compensation Committee Charter that formalize the Governance Committee’s oversight of ESG measures and the Compensation Committee’s oversight responsibilities of human capital management and make updates for current market practices. In 2022, the Board approved certain amendments to the Audit Committee Charter that include updates for current market practices.
The Governance Committee annually reviews and recommends to the Board the composition of each committee, including the appropriate director to chair each committee. In making its recommendations, the Governance Committee considers among other factors, the “independence”scope of committee members, financial literacy and expertiseresponsibilities of Audit and Finance Committee members,the committees and the relevant skills, background and experience of the directors. In October 2021,June 2023, Caroline Donahue joined the Governance Committee recommended, and Sigal Zarmi joined the Board approved,Audit Committee. The following pages show a reconstitutionsnapshot of the composition of our standing committees.committees and their key responsibilities.
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| Proxy
SummaryAbout GoDaddy | | | Proxy Summary | | | Board and
Governance Matters | | | Executive Compensation | | Executive
Compensation | Audit Matters | | | Audit
Matters | Other Management
Proposals | | | Other
Information |
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Audit and Finance Committee | No. of meetings in 2021: | * |
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| Mark Garrett
(Chair)4 | | | Caroline Donahue | | | Herald Chen5
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| INDEPENDENCE Our Board has determined that theeach member of our Audit Committee meets the requirements for independence under current NYSE Listing Standards and SEC rules and regulations, including Rule 10A-3(b)(1)(iv) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). Each member of our Audit and Finance Committee also meets the financial literacy requirements of the current NYSE listing standards.Listing Standards. FINANCIAL EXPERTS Our Board has determined that Messrs. Chen Garrett and RobelGarrett are “financial experts” within the meaning of Item 407(d) of Regulation S-K under the Securities Act.Act of 1933, as amended (the “Securities Act”). PRIMARY RESPONSIBILITIES Our Audit Committee is responsible for overseeing, among other things: •our accounting and financial reporting processes and internal controls as well as the audit and integrity of our financial statements; •the qualifications, independence and performance of our independent registered public accounting firm; •the performance of our internal audit function; •our compliance with legal and regulatory requirements; •data privacy and cybersecurity matters; and •risk assessment and risk management pertaining to financial, accounting, treasury and tax matters.matters. 2023 HIGHLIGHTS •Oversaw the Company’s capital allocation strategy, with $1.3 billion of shares repurchased in 2023. Advised the Board on an incremental $1 billion share repurchase authorization through 2025. •Actively engaged with management in outlining the margin expansion path through fiscal year 2024. •Provided oversight of our Chief Information Security Officer and the security team’s continued efforts to enhance the Company’s security posture with respect to cybersecurity risk to our systems and data. For more information about the Audit Committee’s responsibilities and actions, see the section titled “Report of the Audit and Finance Committee” beginning on page 67 of this Proxy Statement.76. | |
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| Nominating and Governance Committee |
| Sigal Zarmi |
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No. of meetings in 2021: | 2023: 5 |
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*Caroline Donahue was a member of the Audit and Finance Committee until June 2023.
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| About GoDaddy | | | Proxy Summary | | | Board and Governance Matters | | | Executive Compensation | | | Audit Matters | | | Other Management Proposals | | | Other Information |
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Nominating and Governance Committee* |
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| Leah Sweet (Chair) | | Ryan Roslansky | | Lee Wittlinger | |
2 | |
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| INDEPENDENCE Our Board has determined that the compositioneach member of our Governance Committee meets the requirements for independence under current NYSE Listing Standards. PRIMARY RESPONSIBILITIES Our Governance Committee, among other things: •advises the Board concerning the composition of the Board and identifies evaluates and selects, or individuals qualified to become Board members; •makes recommendations to ourthe Board regarding nomineespersons to be nominated for election as directors at meetings of stockholders or to our Board and its committees;fill vacancies or newly created directorships; •evaluates the performance of our Board and of individual directors; •considers and makes recommendations to ourthe Board regarding the composition of our Board and its committees;the various committees of the Board;
•reviews developments in and disclosures regarding corporate governance practices and ESG matters, including *NEW* initiatives in corporate responsibility, sustainability and community involvement; and •develops and makes recommendations to ourthe Board regarding our corporate governance guidelines and matters.related matters;
| •oversees our ESG strategies, practices and programs, and the ESG disclosures in our sustainability report and proxy statement; and •oversees the annual evaluation of the Board and its committees. 2023 HIGHLIGHTS •Led the Board’s appointment of Srini Tallapragada and Sigal Zarmi, strengthening Board composition and oversight by bringing their invaluable knowledge and leadership experience to the Board. •Conducted the Board’s annual evaluation process, evaluating Board effectiveness, composition and directors’ skills and experience to inform Board refreshment and succession planning. •Continued oversight of sustainability practices and programs, and review of our Sustainability Report. For information about our Board composition and the Governance Committee’s considerations for director candidates, see “Board Composition” beginning on page 26. For a discussion of our Board assessment process, see “Assessment of Board and Committee Effectiveness” on page 34. |
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| Caroline Donahue |
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| Srini Tallapragada |
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No. of meetings in 2023: 4 |
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4 Prior to October 2021, Charles Robel served as Chair*Former directors Ryan Roslansky and Lee Wittlinger were members of the Audit Committee.
5 Herald Chen was appointed to the AuditNominating and Governance Committee in October 2021.2023 until their resignations in January 2023. Sigal Zarmi was a member of the Nominating and Governance Committee from her appointment in January 2023 to June 2023.
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| Proxy
SummaryAbout GoDaddy | | | Proxy Summary | | | Board and
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Compensation | Audit Matters | | | Audit
Matters | Other Management
Proposals | | | Other
Information |
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| Compensation and Human Capital Committee |
| No. of meetings in 2021: | |
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| Brian Sharples (Chair) | | Caroline Donahue6
| | Leah Sweet | |
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| INDEPENDENCE Our Board has determined that the compositioneach member of our Compensation Committee meets the requirements for independence under current NYSE listing standards. PRIMARY RESPONSIBILITIES The purpose of our Compensation Committee is to discharge the responsibilities of our Board relating to compensation of our executive officers. Our Compensation Committee, among other things:
•provides oversight ofoversees our compensation policies, plans and benefits programs and our overall compensation philosophy; •assists our Board in discharging its responsibilities relating to (i) oversight ofoversees the compensation of our CEO and other executive officers (including officers reporting under Section 16 of the Exchange Act), (ii) approvingevaluates and evaluatingapproves our executive officer compensation plans, policies and programs, and (iii) makingwhere it deems appropriate, consults with and makes recommendations to the Board in respect of the foregoing; •administers our equity compensation plans for our executive officers, employees, directors and other service providers; and •assists the Board in its oversight of human capital management.*NEW* COMPENSATION DISCLOSURE2023 HIGHLIGHTS
•Reviewed the executive compensation program to ensure that annual and long-term compensation continue to attract, retain and motivate executive talent and are strongly aligned with performance. •Updated our short-term incentive program to include two new metrics: Revenue and NEBITDA. •Removed evergreen provisions from the Company’s 2015 Equity Incentive Plan and 2015 Employee Stock Purchase Plan in response to investor feedback. •Continued oversight of human capital management, including diversity practices and programs. To learn more about how we make executive and non-employee director compensation decisions, are determined, including the role of executive officers and the independent compensation consultant in assisting the Compensation Committee in making such decisions, see the section titled “CompensationCompensation Discussion and Analysis”Analysis beginning on page 37 of this Proxy Statement.45. | |
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| Caroline Donahue |
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| Leah Sweet |
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No. of meetings in 2023: 6 |
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| About GoDaddy | | | Proxy Summary | | | Board and Governance Matters | | | Executive Compensation | | | Audit Matters | | | Other Management Proposals | | | Other Information |
Assessment of Board and Committee Effectiveness
EvaluationsAnnual evaluations play a critical role in ensuring the effective functioning of our Board and its committees. Our Board annually evaluates the performance of the whole Board, its members and its committees. The Governance Committee is responsible for determiningdeveloping and overseeing the annual evaluation process for our Board and its committees, which has historicallymay include written questionnaires, individual interviews led by the Board Chair or an independent third party or a combination of approaches. Historically, the Board’s evaluations have consisted of individual interviews and from time to time, these interviews have beenconducted either by the Board Chair or led by aan independent third party. This process covers various topics including Board andIn addition, as part of their annual governance review, each committee composition, structure, effectiveness and responsibilities, as well as the overall mix of director skills, experience and backgrounds. Based on the results of the evaluation process, the Governance Committee considers whether changes to Board orperforms a committee composition, leadership, responsibilities or operations may be desirable or necessary. The Governance Committee provides a detailed report to the full Board for consideration, and the Board develops an action plan for further enhancement.
The results of the evaluation process also inform the Governance Committee’s director candidate pipeline and succession planning activities.self-evaluation.
Set forth below is our Board’s process for assessing Board and Committee effectiveness.committee effectiveness:
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Define objectives | | Define scope | | | Determine roles
EVALUATION TOPICS COVERED Our Board and responsibilities |
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Determine evaluation
method | | Conduct evaluation,
analyze results,committee evaluations generally cover three key areas: (i) Effectiveness, which includes questions regarding the Board’s and its committees’ performance over the prior year; (ii) Board and committee composition, which includes discussions on the structure and effectiveness of the Board’s and committees’ composition and a review of the appropriateness of defined responsibilities; and (iii) Director skills, experience and refreshment, which includes a review of director skills, experience and backgrounds, succession planning and possible refreshment practices. In addition, the Governance Committee may from time to time add additional topics of discussion to ensure full feedback is received from directors and each committee may choose to discuss
as a Board | |  | Develop action plan |
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In 2023, the Board evaluation process was conducted by an independent third party and each committee conducted its own self-evaluation. Following this process, the Board determined that its current composition remains effective in providing oversight of the Company. The Board will continue to evaluate its composition on an ongoing basis to determine if any additional changes are necessary.
6 Caroline Donahue was appointed to the Compensation Committee in October 2021. Prior to October 2021, Herald Chen served on the Compensation Committee.
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| Proxy
SummaryAbout GoDaddy | | | Proxy Summary | | | Board and
Governance Matters | | | Executive Compensation | | Executive
Compensation | Audit Matters | | | Audit
Matters | Other Management
Proposals | | | Other
Information |
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Board Risk Oversight
Overview
Our Board is responsible for overseeing the Company’s enterprise-wide risk management as part of its mandates under our Corporate Governance Guidelines, its fiduciary duties and its general oversight of management and the Company’s business strategy. Our Board exercises such oversight both directly and indirectly through its three standing committees and in review and consultation with management, whowhich is accountable for day-to-day risk management efforts. A breakdown of the key oversight responsibilities is set forth below.
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| FULL BOARD | | BOARD COMMITTEES |
| BOARDAUDIT | | COMPENSATION | | GOVERNANCE |
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•OverseeOversees formation of the Company’s long-term strategic, financial and organizational goals of the Company and plans designed to achieve suchgoals. •OverseeOversees strategic, legal, regulatory, financial, management and operational risks, including cybersecurity, human capital management, sustainability and succession planning. •Review, discussReviews, discusses and assessassesses delegated oversight responsibilities with committees, directors and management. |
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AUDIT AND FINANCE COMMITTEE | COMPENSATION AND HUMAN CAPITAL COMMITTEE | NOMINATING AND GOVERNANCE COMMITTEE |
•Oversees and reviews, at least annually, and discusses with management and the Company’s independent auditor the Company’s major financial risk exposures and the steps management has taken to monitor and control those exposures. •ExercisesOversees data privacy and cybersecurity oversight.matters. •Discusses risk exposures with management and the Company’s independent auditor. •Reviews and assesses guidelines and policies with respect to risk assessment and risk management pertaining to financial, accounting, insurance coverage, investment and tax matters, as well as any other enterprise risk management or business continuity matters.matters that the Board may delegate.
•Reviews the overall adequacy and effectiveness of the Company’s legal, regulatory and ethical compliance programs, including those addressing the Company’s Code of Business Conduct and Ethics. •Periodically meets with management regarding the Company’s enterprise risk management and other compliance risk programs. | | •Reviews and approves corporate goals and objectives relevant tofor CEO and other executive officer compensation relatedtied to the performance of the Company. •Establishes and administers annual and long-term incentive compensation plans for executive officers and senior executives including establishing performance objectives. •Reviews and discusses with management matters related to the Company’s human capital.capital matters. •Assists the Board in its oversight of human capital management.management, including diversity matters and the Company’s assessment of pay parity across its employees. •Oversees the Company’s compensation risk assessments. | | •Reviews and assesses the adequacy of, and oversees Company’s compliance ofwith, the Company’s Corporate Governance Guidelines. •Monitors and periodically reviews the risks raised by the Company’s code of business conduct and ethics. •Reviews actual and potential conflicts of interestsinterest of directors and executives.
•ReviewsOversees the Company’s sustainability strategies, practices and programs and reviews the applicable disclosures included in the Company’s proxy statement regardingand sustainability report. •Reviews and approves the Company’s corporate governanceCode of Business Conduct and ESG matters.Ethics. •Reviews the size and composition of the Board and its committees in light of the challenges and needs of the Board. •Reviews the Company’s succession planning process. |
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| MANAGEMENT
| ENTERPRISE RISK MANAGEMENT PROGRAM |
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•Identifies internal and external factors that could prevent the Company from achieving its strategic and operational objectives. •Assists management in monitoring and mitigating specified risks to a reasonable level through consideration of expected impacts and the Company’s vulnerabilities. •Identifies strategic, reputational, financial, operational and compliance risks. |
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| | | 20222024 Proxy Statement | 27 |
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| Proxy
SummaryAbout GoDaddy | | | Proxy Summary | | | Board and
Governance Matters | | | Executive Compensation | | Executive
Compensation | Audit Matters | | | Audit
Matters | Other Management
Proposals | | | Other
Information |
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Cybersecurity and Data Privacy and Cybersecurity Oversight
OurCybersecurity
GoDaddy maintains an enterprise-wide cybersecurity program designed to manage risks to the Company’s information systems from cybersecurity threats and cybersecurity incidents. The Board is committed to mitigating data privacy andmanaging cybersecurity risks and recognizes the importance of these issues as part of ourthe Company’s overall risk management framework. To stay apprised of such risks more effectively,
The Board oversees the Board has delegated oversight ofCompany’s cybersecurity incidents, as well as our data privacy and security programs, strategy, policies, standards and processes and making inquiries ofrisk management to ourprogram through the Audit Committee. The Audit Committee has workedis responsible for overseeing and reviewing with ourmanagement GoDaddy’s cybersecurity matters. The Audit Committee receives verbal and written reports at least quarterly from GoDaddy’s Chief Cloud andInformation Security Officer (“CSOCISO”) to oversee and support improvements in our cybersecurity posture, such asregarding the state of the Company’s adoptioncybersecurity risk management program, the Company’s current material cybersecurity risks, and general cybersecurity-related risks. The Audit Committee consists of Board members with a diversity of expertise in risk management, technology, finance and cybersecurity, including oversight of security teams. In addition, the Company’s CISO and Chief Technology Officer (“CTO”) provide the full Board with written quarterly and annual reports on the state of the National InstituteCompany’s cybersecurity program and material cybersecurity-related risks, and the chair of Standardsthe Audit Committee provides a quarterly summary of the Audit Committee’s most recent cybersecurity discussion to the full Board.
GoDaddy management is responsible for identifying, assessing, and Technology (“NIST”)managing the Company’s material cybersecurity frameworkrisks on an ongoing basis, establishing processes designed to ensure that potential cybersecurity risk exposures are monitored, putting in place appropriate mitigation and engagementremediation measures and maintaining the Company’s cybersecurity programs. GoDaddy’s CISO has primary responsibility for overseeing the Company’s programs for identifying, assessing, and managing the Company’s cybersecurity risks. The CISO reports directly to the Company’s CTO and also regularly provides reports and updates to the Company’s CEO on significant cybersecurity-related matters relevant to the Company’s cybersecurity risk.
The CISO, CTO, and CEO work together to assess and manage cybersecurity-related risks. The CISO is responsible for day-to-day operations working with an enterprise-wide cybersecurity team that provides 24/7/365 support. The CISO regularly confers with the CTO and CEO on cybersecurity matters, including providing notice of external expertscybersecurity threats and incidents, including those that have the potential to review ourhave material effects. The CISO also provides written monthly and quarterly reports on the state of the Company’s cybersecurity posture against NISTprogram and cybersecurity risks to the CTO, CEO, and other frameworks, such as ISO 27001. These activities have produced improvements in our cybersecurity programskey executives. As noted above, the CISO and measures, including the achievement of security certifications to support our business and products. Our management and CSO report quarterlyCTO also provide regular reports to the Audit Committee and at least annuallythe Board.
The Company’s cybersecurity policies, procedures, and strategies primarily are implemented by the Company’s information security department, which reports directly to the Board regardingCISO. The Company’s information security department performs functions that include but are not limited to general security operations, event monitoring, incident response, vulnerability management, policy and procedure development, security compliance, product development support, product security readiness testing, third-party vendor security assessments, and penetration testing. Other personnel and departments in the state ofCompany also assist with cybersecurity risk management, including but not limited to the Company’s technology organization and the Company’s privacy, legal, third-party risk management, and corporate audit services teams.
In addition, the Company has developed processes to integrate cybersecurity risk management within the Company’s product and software development processes. Our product teams and business unit leaders are involved in cybersecurity risk management during product development with support from our enterprise-wide security team supervised by the CISO.
Data Privacy
GoDaddy maintains an enterprise-wide global privacy program designed to comply with our data privacy obligations and cybersecurity programs,manage data privacy risk.
Our Privacy Officer manages our Data Privacy Office and global privacy program. Our Data Privacy Office is responsible for day-to-day operations of our privacy program, including known incidentsbut not limited to conducting privacy impact assessments, providing training to employees, responding to data subject requests, and vulnerabilities, assessmentresponding to inquiries from data protection authorities. Other personnel and departments in the Company also assist the Data Privacy Office, including but not limited to the Company’s legal and information security teams.
We maintain a global privacy policy that describes how we collect, use, store, share, and protect customer data, as well as how customers can access and manage their personal data. We also adjust our policies and practices to comply with variations in local laws and regulations that may be applicable to specific areas of our business. We regularly review and refine our policies and practices to improve our global privacy program and respond to changes in applicable laws and regulations.
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| About GoDaddy | | | Proxy Summary | | | Board and Governance Matters | | | Executive Compensation | | | Audit Matters | | | Other Management Proposals | | | Other Information |
Our corporate audit services team audits our privacy practices and the results of such audits are presented to senior leadership and significant regulatory developments. In addition, our management team in consultationdiscussed with the Audit Committee is responsible for ensuring thatCommittee. In addition, updates on privacy matters are included as part of the Company provides relevant and timely training and awareness for our employees.Audit Committee’s review of the Company’s Enterprise Risk Management program.
Sustainability Risk Oversight
Our Board continually reviewsWe have designed our approach for managing sustainability matters with a focus on transparency and incorporatesoversight, which helps us continue to review and incorporate sustainability matters into its oversight of managementour strategy and the Company. The Board’soperations. Our sustainability oversight processgovernance structure is set forth below:
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| BOARD AND COMMITTEE-LEVEL OVERSIGHT |
| Board of Directors
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Committee Oversight | | Management Oversight | | Implementation |
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| Governance Committee | | ExecutiveCompensation Committee | | Steering Committee |
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•To further its focusThe Governance Committee oversees GoDaddy’s sustainability strategies, practices and programs. The Governance Committee also reviews our public disclosures on such matters, the Board approved amendments to the Nominatingincluding disclosures in our Proxy Statement and annual Sustainability Report.
The Governance Committee Charter to provide for the Governance Committee’s oversight of developments in and disclosures regarding corporate governance practices and ESG matters, including initiatives in corporate responsibility, sustainability and community involvement. | | •The Company has established an executive committee (the “Executive Committee”) composed of GoDaddy’s CEO, Chief Legal Officer, Chief People Officer, Chief Financial Officer and Chief Technology Officer.
•The Executive Committee, chaired by our Chief Legal Officer,regularly reports to the Board quarterly.on these topics.
| The Compensation Committee assists the Board in its oversight of human capital management practices and programs, including diversity matters and our assessment of pay parity across our employees. The Compensation Committee reports regularly to the Board on these topics. |
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| EXECUTIVE AND MANAGEMENT-LEVEL OVERSIGHT |
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•The Company has established aManagement oversees the progress of corporate sustainability steering committee (the “Steeringprograms and practices
as they relate to key areas of our business |
•Our senior legal leadership reports regularly to the Board and Governance Committee”) on GoDaddy’s sustainability programs and practices, including progress on goals such as our emissions reductions. •Members of our Sustainability Working Group (as described below) report directly to members of GoDaddy’s management, sharing ongoing updates on relevant sustainability topics, as needed. Members of management elevate sustainability-related topics to their executive team leaders where relevant. |
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| SUSTAINABILITY WORKING GROUP |
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| Our Sustainability Working Group is composed of leaders across the Company |
•The Sustainability Working Group is responsible for driving progress across our priority topics, supporting sustainability disclosures and sharing relevant matters to inform and guide the business. •The Sustainability Working Group is composed of leaders representing our priority topics across the Company and is chaired by the Company’s Senior Director ofour Corporate Sustainability.Sustainability and ESG Team. •The Steering Committee reviews all sustainability programs and practices and reports quarterly to the Executive Committee. The Steering CommitteeSustainability Working Group supports the Company’s ongoing commitment to sustainabilitysustainable practices and disclosure as well as the Company’s sustainability program development and goal setting.transparent disclosures. |
To assist the Steering Committee, the Company has created six working groups comprised of key employees within the Company with oversight from members of the Steering Committee. Each working group is responsible for matters related to one or more material sustainability issues. Our working groups and the topics of discussion are set forth below:
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Privacy & Security | Policy | Facilities & Data Centers | Employees | Corporate Social Responsibility | Corporate Governance |
User Privacy | Content Governance | Energy Use | Diversity, Inclusion & Belonging | Inclusive Entrepreneurship | Corporate Governance |
Web Security | GHG Emissions | Talent Management & Engagement |
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| Proxy
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Compensation | Audit Matters | | | Audit
Matters | Other Management
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Environmental and Social Commitment
To make sure we are truly infusing priorities into how we operate every day, we’ve made a point of aligning each priority issue with one of three strategic sustainability pillars.
We understand that priorities on paper mean nothing unless they also translate to real-life action. With that in mind, we’ve stepped up the way we bring our sustainability efforts to life. Here are some recent highlights:
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OPERATIONS | Operating our business ethically, managing risk and reducing our environmental impact
•Environmentally friendly headquarters with reclaimed water, solar arrays, efficiency HVAC systems and EV charging stations
•Since 2019, our EMEA data centers and select EMEA offices use 100% renewable energy through purchasing Guarantees of Origin
•Completed first GHG emissions inventory and working toward setting reduction targets
•Do The Right Thing and Business Conduct and Ethics training for all employees
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CUSTOMERS | Empowering entrepreneurs everywhere and making opportunity more inclusive for all
•Continued growth into new cities with GoDaddy’s signature social impact program, Empower by GoDaddy, to equip thousands of entrepreneurs in underserved communities with the training, tools and resources they need to be successful
•Strategic partnerships launched through GoDaddy’s Venture Forward program with UCLA, Milken Institute and MasterCard
•Hosted GoDaddy Open 2021, an online event for entrepreneurs to engage in networking events, one on one business coaching, workshop-like sessions and keynote speakers with real-world stories
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EMPLOYEES | Creating an inclusive, collaborative culture and promoting professional growth
•New professional development opportunities through MyCareer, LinkedIn Learning, and Decision Lab as well as GROW, a 6-month rotational program and Elevate, a care and services leadership program
•In 2021, 37% of all hires were women and 50% of the hires in the U.S. were minorities
•90% participation in our annual employee engagement survey, GoDaddy Voice, a 3% increase from 2020
•More than 92% of employees believe their manager creates an environment that allows them to be themselves at work
•Our awards and recognition reflect our focus on developing a culture that embraces the differences among us and champions people for who they are
•Achieved 100% on the Human Rights Campaign Corporate Equality Index 2022 for the fourth year in a row
•Named one of 2021 Forbes Best Employers for Women
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Success Through Diversity and Fair Pay
As a part of our long-lasting commitment to building an inclusive environment where our employees, customers, and communities have an opportunity to thrive, we publish an annual Diversity and Parity Report that highlights the real changes we are making to enhance our welcoming, diverse, and inclusive workplace environment. In 2015, we published our inaugural report and have published a yearly report on our achievements, goals and targets. In 2021, we reported that we had equitable pay across almost all areas of our business. In instances where pay parity gaps were identified, we have developed plans to achieve our goal of pay parity. To further our objectives our Board approved updates to the Compensation Committee charter to include, among other things, assisting the Board with human capital management oversight.
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| Female | Ethnic Diversity | | |
Whole Company |  | | | Pay Parity
for WomenOther
99%Information
| Pay Parity
for Minorities
101%
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Leadership | | | Pay Parity
for Women
98%
| Pay Parity
for Minorities
110%
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Stockholder Engagement Approach and Philosophy
Our Board and management take a long-term, constructive view toward stockholder engagement. We recognize that stockholder feedback is critical to driving growth, creating value and, most importantly, being responsible stewards of stockholder capital. As a result, our management regularly engages with our stockholders, often with directorsa director joining the discussion, to hearlearn first-hand their perspectives and guidance.
We greatly value this feedback, and we seek to optimize our corporate governance by refining our policies, procedures and practices when appropriate. In addition to the engagement described below, we also communicate with our stockholders through a number ofseveral other forums, including quarterly earnings calls, our annual and quarterly reports, proxy statements and other SEC filings, our annual report and proxy statement, our annual meetingAnnual Meeting of stockholders,Stockholders, investor meetings and conferences and our Investor Relations website.
As part of our growing and comprehensive engagement program, we have established a robust annual engagement cycle that allows us to capture and integrate stockholder feedback into our decision makingdecision-making processes.
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| | Conduct off-season engagement outreach with stockholders and proxy advisers to discuss, among other topics, corporate governance, human capital management, environmental sustainability and executive compensation.compensation matters. |
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Review the results of the Annual Meeting of Stockholders, stockholder feedback and governance trends to inform next steps. | | Share stockholder feedback with the Board, and committees where appropriate, for consideration to determine any potential changes to be made in advance of the upcoming Annual Meeting of Stockholders.made. |
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| Leading up to the Annual Meeting of Stockholders, conduct in-season engagement outreach to answer any stockholder questions on ballot items and the proxy statement. |
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| Review and consider for future action the results of the Annual Meeting of Stockholders, stockholder feedback and governance trends. |
As a part of thisInformed by stockholder engagementfeedback, we made several changes to our proxy disclosure, executive compensation program we received constructive feedback from our stockholders and took numerous actions over the last year to address their suggestions:ESG practices in recent years. These changes include:
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| Governance | | | | | | | | Proxy Disclosure |
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| What We Heard | How We Responded |
| •DeclassifyInitiated declassification of the Board and directors to servewith annual termselections (fully phased in by 2025) | •Board approved the management proposal on this year’s proxy ballot to declassify the Board (page 69) |
| •Remove the supermajority requirement to amend the Company’s Charter and Bylaws
| •Board approved the management proposal on this year’s proxy ballot to remove the supermajority requirements (page 71)
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| •Rotate the Board’s Committee leadership positions
| •Appointed Mark Garrett as the new Chair of our Audit and Finance Committee and Leah Sweet as the new Chair of our Nominating and Governance Committee
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| •Disclose formalized Board-level oversight over ESG matters to ensure appropriate focus on such matters
| •Updated the Nominating and Governance Committee charter to formalize responsibility for oversight of developments and disclosures regarding corporate governance practices and ESG matters
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| •Institute dedicatedFormalized Board-level oversight of ESG matters, including human capital management
| •UpdatedExpanded disclosures related to our Board skills, director onboarding and continuing director education •Expanded disclosures related to annual highlights of each committee •Enhanced disclosures regarding Board and committee self-assessment processes •Enhanced disclosure related to the Compensation Committee charter to include responsibility forBoard’s oversight of our human capital management practicescybersecurity |
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| Executive Compensation | Environmental and Social |
•Adopt majority vote standard for director electionsRemoved evergreen provisions beginning in 2023 via an amendment to our 2015 Equity Incentive Plan and 2015 Employee Stock Purchase Plan •Added two additional metrics, revenue and NEBITDA, to our short-term incentive plan to further align executive compensation with the Company’s business strategy (see the section “Performance Metrics” in the Compensation Discussion and Analysis section of this Proxy Statement) | •AmendedCommitted to reducing our Bylawsscope 1 and 2 emissions by 50% by 2025 from a 2019 baseline, which we achieved in 2023 •Joined the UN Global Compact to adoptfurther drive commitment to sustainability •Added diversity and pay parity data, formerly found in a majority voting standard in uncontested director electionsstand-alone report, into our annual Sustainability Report •Continued our transparency on DEIB efforts by publishing our EEO-1 data |
| | •Formalize Company guidelines on directors’ other public company board service
| •Revised Corporate Governance Guidelines to include a policy on director service on other public company boards
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| Proxy
SummaryAbout GoDaddy | | | Proxy Summary | | | Board and
Governance Matters | | | Executive Compensation | | Executive
Compensation | Audit Matters | | | Audit
Matters | Other Management
Proposals | | | Other
Information |
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Other Governance Policies
Communications with the Board of Directors
Stockholders or other interested parties may communicate directly with the Board, the Board Chair, of the Board, any of the Company’s other non-management directors or the non-management directors as a group by mailing correspondence to the Company’s Chief Legal Officer and Corporate Secretary at GoDaddy Inc., 2155 E. GoDaddy Way,100 S. Mill Ave, Suite 1600, Tempe, Arizona, 85284,AZ 85281, Attention: Chief Legal Officer and Corporate Secretary or Legal Department. In addition to the method set forth in the Company’s Corporate Governance Guidelines,Department, or by sending such correspondence can also be sentcommunication via email to governance@godaddy.com.governance@godaddy.com. The Company’s Chief Legal Officer and Corporate Secretary or Legal Department shall review all incoming stockholder communications and route such communications to the appropriate member(s) of the Board. Materials that will not be forwarded include mass mailings, product complaints or inquiries, job inquiries, business solicitations and patently offensive or otherwise inappropriate materials.
Director Orientation and Continuing Education
The Company’s Chief Legal OfficerCompany maintains an orientation program for new directors and Corporate Secretary or Legal Department will notifysupports continuing education programs for all our directors. Our new director orientation program consists of a comprehensive set of materials used to familiarize new directors with the ChairCompany across a range of focus areas, including our industry, risk management and regulatory environment, the macroeconomic environment and corporate governance, among other matters relevant to their director duties. New directors also take part in one-on-one meetings with members of our management team, with tailored follow-up deep dive meetings often being held, depending on the director’s background and expertise. We periodically review our new director orientation program to ensure alignment with Company strategy, industry developments and best practices.
We encourage and support all directors in pursuing continuing education, which may take the form of third-party presentations and programs. We also facilitate in-house speaker sessions to provide updates to directors on topics of interest, including on the macroeconomic environment, global economic outlook and emerging technologies, among others.
Stockholder Recommendations for Director Candidates
It is the policy of the Board orthat the chairGovernance Committee consider recommendations from stockholders using the same process it follows for other candidates. Stockholders may recommend director nominees for consideration by the Governance Committee by writing to the Corporate Secretary of the NominatingCompany at GoDaddy Inc., Attention: Corporate Secretary, 100 S. Mill Ave, Suite 1600, Tempe, AZ 85281, or by sending such communication via email to governance@godaddy.com.
Pursuant to the terms of our Bylaws, stockholder nominations must be received by our Corporate Secretary not less than 90 days nor more than 120 days prior to the first anniversary of the preceding year’s annual meeting and Governance Committeemust comply with the additional requirements of anyour Bylaws. For more information on stockholder communications received that he/she deems significant.nominations, see the section “Additional Information and Frequently Asked Questions About this Proxy Statement and the Annual Meeting—Submission of Proposals and Other Items of Business for the 2025 Annual Meeting” on page 95. Anti-Hedging and Anti-Pledging
Directors, officers and employees are prohibited from engaging in transactions in publicly-traded options, such as puts and calls, and other derivative securities with respect to the Company’s securities. This prohibition extends to any hedging or similar transaction designed to decrease the risks associated with holding Company securities. In addition, directors, officers and certain other executives may not pledge Company securities under any circumstances, including by purchasing Company securities on margin or holding Company securities in a margin account, or pledging securities as collateral for loans.
WhistleblowerSpeak Up Policy
In 2023, the Audit Committee approved a new global whistleblower policy, which we refer to as the “Speak Up Policy”. The Company encourages directors, officers, employees, independent contractors and others who reasonably believe that they have become aware of, among other things, questionable accounting, internal accounting controls or auditing matters, fraudulent financial information being reported, violations of the Company’s Code of Business Conduct and Ethics or other Company policies, or the violation of securities laws or any other applicable laws, to raise these concerns in accordance with our WhistleblowerSpeak Up Policy. Our Chief Legal Officer is responsible for maintaining a log of complaints received under the Whistleblower Policy and preparing summary reports for the Audit Committee. Our Chief Legal Officersenior legal leadership reports significant accounting and auditing complaints to the Audit Committee, which oversees investigations of such complaints, and determines the appropriate person or department to investigate non-accounting and auditing complaints, in accordance with the Whistleblower Policy.complaints.
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| About GoDaddy | | | Proxy Summary | | | Board and Governance Matters | | | Executive Compensation | | | Audit Matters | | | Other Management Proposals | | | Other Information |
Code of Business Conduct and Ethics
Our Code of Business Conduct and Ethics is applicable to all of our employees, directors and executive officers. The Code of Business Conduct and EthicsGovernance Committee considers questions of possible conflicts of interest of directors and executive officers and approves or prohibits any involvement of such persons in matters that may involve a conflict of interest or corporate opportunity.
We will promptly disclose, if required by applicable laws,law, any amendment to, or waiver from, our Code of Business Conduct and Ethics granted to directors or executive officers by timely posting such information on our corporate website.website at aboutus.godaddy.net/investor-relations/governance.
Where to Find More Information
Copies of our Charter, Bylaws, Corporate Governance Guidelines, Code of Business Conduct and Ethics and WhistleblowerSpeak Up Policy, as well as each Board committee’s charter, are available on our corporate website at www.aboutus.godaddy.net/aboutus.godaddy.net/investor-relations/governance.
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Non-Employee Director Compensation
We have establishedmaintain an Outside Director Compensation Policy pursuant to which each member of our Board who is not oura Company employee and is not affiliated with a holder of greater than 5% of any class or series of our capital stock (each an “Eligible Director”) will receive cash and equity-based compensation for their servicesservice on our Board.
The Outside Director Compensation Policy is periodically reviewed by the Compensation Committee, with the assistanceinput of the Compensation Committee’sits independent compensation consultant, Compensia, to ensure that the compensation paid to our Eligible Directors reflects current market assessments, data and analyses.
Cash Retainers
Our Eligible Directors were entitled to receive the following annual cash retainers for their services in 2021:2023:
•$50,000 per year for service as a Board member;
•$50,000 per year for service as chair of the Board;
•$27,500 per year for service as chair of the Audit and Finance Committee;
•$15,000 per year for service as a member of the Audit and Finance Committee;
•$20,000 per year for service as chair of the Compensation and Human Capital Committee;
•$12,000 per year for service as a member of the Compensation and Human Capital Committee;
•$12,000 per year for service as chair of the Nominating and Governance Committee; and
•$6,000 per year for service as a member of the Nominating and Governance Committee.
Each Eligible Director will receive a prorated annual cash retainer based on the number of months he or she has, or will have, provided services to us in the year in which he or she was appointed or elected or ceases to serve on the Board. No additional or separate fees are paid for attendance at meetings of our Board.Board, but we provide reimbursement of travel and other related expenses for attending meetings.
Equity Compensation
Initial Award.Award. Upon an Eligible Director’s appointment or election to the Board, he or she will receivereceives an initial grant of RSUs havingwith a grate date value of $235,000.$235,000 as of the grant date. These RSUs vest on the first anniversary of the grant date, subject to the Eligible Director continuing to be a service provider through such date.
Annual Award. On the date of each annual meeting of stockholders, each Eligible Director who has served on our Board for at leastmore than six months as of the date of the annual meeting will receivereceives an annual grant of RSUs with a value of $235,000.$235,000 as of the grant date. In addition, on the date of each annual meeting, the chairpersonchair of the Board will receivereceives an additional annual grant of RSUs havingwith a grant date value of $80,000.$80,000 as of the grant date. These RSUs vest on the day immediately prior to the next annual meeting after the effective date of grant, subject to the Eligible Director continuing to be a service provider through such date.
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| About GoDaddy | | | Proxy Summary | | | Board and Governance Matters | | | Executive Compensation | | | Audit Matters | | | Other Management Proposals | | | Other Information |
Following a review of the compensation paid to our Eligible Directors as described above and with the input of its independent compensation consultant, Semler Brossy Consulting Group (“Semler Brossy”), in early 2024 our Compensation Committee recommended that our Board amend the Company’s Outside Director Compensation Policy to increase the value of the initial and annual grants of RSUs from $235,000 to $255,000. The Board approved such amendment effective as of March 2024. No adjustments were made to the annual cash retainer amounts provided to our Eligible Directors under the Outside Director Compensation Policy.
The number of shares underlying the RSUs granted under the Outside Director Compensation Policy is determined by dividing the specified value by a per shareper-share price as determined based on the volume weighted average price of our Class A common stock for the 30 trading days immediately preceding the last trading day of the month prior to the month of the grant date.
Under the terms of our 2015 Equity Incentive Plan (the “2015 Plan”), an Eligible Director may not receive in any fiscal year equity awards with a grant date fair value in excess of $1.0 million or(or $2.0 million in connection with initial service as an Eligible Director.Director). Awards granted to an individual in respect of their service as an employee or consultant, but not an Eligible Director, will not count for purposes of this limitation.
Pursuant to the terms of the GoDaddy Inc. 2024 Omnibus Incentive Plan, stockholder approval of which is sought as Proposal No. 4 in this Proxy Statement, such limits would be replaced by a $1.0 million cap on all compensation (including cash payments and equity awards) received by an Eligible Director for any calendar year (including the calendar year in which the Eligible Director is first elected or appointed to the Board).
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Equity Ownership Guidelines for Non-Employee Directors
We have adoptedmaintain equity ownership guidelines applicable to our non-employee directors who receive compensation under our Outside Director Compensation Policy.directors. These guidelines provide that each of these non-employee directorsdirector is expected to attain and maintain a minimum equity interest ownership with a minimum value equal to five times the director’s annual cash retainer (not including any additional fees received for committee service or serving as a chair of a committee) for Board service as follows: (i) for our existing non-employee directors, by the date of our 2024 annual stockholder meeting, and then throughout such director’s tenure on the Board and (ii) for any newly appointed or elected non-employee directors, by the fifth annual stockholder meeting after he or she joins the Board, and then throughout such director’s tenure on the Board. In determining if a non-employee director has satisfied the equity ownership guidelines, shares of (or equity exchangeable for) the Company’s Class A common stock beneficially owned by the director, or to which the director is otherwise entitled, are taken into consideration. Shares underlying unexercised stock options and unvested equity awards are not taken into consideration. As of December 31, 2021,2023, all of our non-employee directors are either in compliance with the equity ownership guidelines or are on track to comply with the equity ownership guidelines within the applicable time periods. The Compensation Committee is responsible for administering the equity ownership guidelines applicable to our non-employee directors.
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| About GoDaddy | | | Proxy Summary | | | Board and Governance Matters | | | Executive Compensation | | | Audit Matters | | | Other Management Proposals | | | Other Information |
2023 Non-Employee Director Compensation
The following table summarizes compensation for each of our non-employee directors duringfor the year ended December 31, 2021.2023. For all of our non-employee directors, we offer health insurance benefitsbenefits.
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Name (1) | Fees Earned
or Paid in
Cash ($)(2) | Stock
Awards
($)(3) | | Option Awards ($)(4) | All Other Compensation ($)(5) | Total ($) |
| Herald Chen | 65,000 | | 234,853 | | (6) | — | | — | | 299,853 | |
| Caroline Donahue | 71,750 | | 234,853 | | (6) | — | | 16,335 | | 322,938 | |
| Mark Garrett | 77,500 | | 234,853 | | (6) | — | | 17,784 | | 330,137 | |
| Charles Robel | 21,644 | | — | | | 4,554 | | 4,959 | | 26,603 | |
| Ryan Roslansky | 4,667 | | — | | | — | | — | | 4,667 | |
| Brian Sharples | 120,000 | | 314,808 | | (6) | — | | — | | 434,808 | |
| Leah Sweet | 74,000 | | 234,853 | | (6) | — | | 17,784 | | 326,637 | |
| Srini Tallapragada | 51,333 | | 253,518 | | (7) | — | | — | | 304,851 | |
| Lee Wittlinger | 4,667 | | — | | | — | | — | | 4,667 | |
| Sigal Zarmi | 56,583 | | 253,518 | | (7) | — | | 15,913 | | 326,014 | |
(1)Messrs. Roslansky and reimbursementWittlinger retired from the Board effective January 25, 2023 and Mr. Robel retired from the Board effective as of travelthe 2023 Annual Meeting held on June 7, 2023. Effective January 25, 2023, the Board appointed Mr. Tallapragada and other related expenses for attending meetings. In 2021,Ms. Zarmi to fill the vacancies created by Messrs. Roslansky and Wittlinger’s departures. On June 6, 2023, we did not incurentered into a reimbursement expense for travel or other related expenses because allconsulting agreement with Mr. Robel relating to his provision of our Boardstrategic and committee meetings occurred via virtual live webcast dueadvisory consulting services to the COVID-19 pandemic.Company and the Board from June 6, 2023 to January 30, 2025.
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| Name | Fees Earned
or Paid in
Cash ($)(1) | Stock
Awards
($)(2) | All Other Compensation ($)(3) | Total ($) |
| Herald Chen | 62,649 | 230,917 | (4) | — | | 293,566 |
| Caroline Donahue | 67,597 | 230,917 | (4) | 14,984 | 313,498 |
| Mark Garrett | 67,705 | 230,917 | (4) | 16,237 | 314,859 |
| Charles Robel | 134,197 | 309,481 | (5) | 7,701 | 451,379 |
| Ryan Roslansky | 56,000 | 230,917 | (4) | — | | 286,917 |
| Brian Sharples | 70,000 | 230,917 | (4) | — | | 300,917 |
| Leah Sweet | 64,597 | 230,917 | (4) | 16,236 | 311,750 |
| Lee Wittlinger | 56,000 | 230,917 | (4) | — | | 286,917 |
(1)(2)These amounts reflect annual cash retainers earned during 20212023 for his or her service as a member of our Board and, if applicable, as chair of, or as a member of one or more Board committees, in accordance with our Outside Director Compensation Policy described above.committees.
(2)(3)These amounts reflect the aggregate grant date fair value of RSUs granted during 2021,2023, computed as described in Note 2 to our audited financial statements which are included in our 20212023 Annual Report on Form 10-K in accordance with Financial Accounting Standards Board Accounting Standards Codification Topic 718 (“ASC 718”), for his or her service as a member of our Board and, in the case of Mr. Sharples, as described under “Equity Compensation” above.chair of the Board. As of December 31, 2023, the aggregate number of RSUs outstanding for each of our current non-employee directors was as follows: Mr. Chen—3,234; Ms. Donahue—3,234; Mr. Garrett—3,234; Mr. Sharples—4,335; Ms. Sweet—3,234; Mr. Tallapragada—3,116; and Ms. Zarmi—3,116. Messrs. Robel, Roslansky and Wittlinger did not hold any outstanding RSUs as of December 31, 2023.
(3)(4)Pursuant to the terms of his consulting agreement, (i) Mr. Robel’s termination of status as a service provider for purposes of his vested stock options will occur at the end of the consulting term and (ii) Mr. Robel forfeited for no consideration any unvested stock options and any other unvested equity held by him as of June 6, 2023. The additional expense due to the modification resulting from extending the exercise period of such vested options was $4,554, which is included in this column. As of December 31, 2023, Mr. Robel held 23,627 outstanding stock options and none of our current non-employee directors or Messrs. Roslansky or Wittlinger held any outstanding stock options.
(5)For Messrs. Garrett and Robel and Mses. Donahue and Sweet, these amounts reflect health insurance benefits only, which in the case of Mr. Robel, includes $780 for 18 months of continued health insurance benefits provided pursuant to the terms of his consulting agreement. For Ms. Zarmi, this amount represents $13,418 in health insurance benefits and $2,495 in professional course fees.
(6)On June 2, 2021,7, 2023, (i) Messrs. Chen Garrett, Roslansky, Sharples and WittlingerGarrett and Mses. Donahue and Sweet were each awarded an annual grant of RSUs covering 2,8543,234 shares of our Class A common stock. 100%stock for service as members of the shares subject to the RSUs are scheduled to vest on May 31, 2022 or the day immediately prior to our Annual Meeting, subject to each of their continued service with us through such date. As of December 31, 2021, each of these directors held 2,854 RSUsBoard and none of these directors held any stock options.
(4)On June 2, 2021,(ii) Mr. RobelSharples was awarded an annual grant of RSUs covering 3,8254,335 shares of our Class A common stock.stock for service as a member of our Board and as chair of the Board. 100% of the shares subject to thesuch RSUs are scheduled to vest on May 31, 2022, or theJune 5, 2024 (the day immediately prior to our Annual Meeting,Meeting), subject to histheir respective continued service with us through such date. As
(7)On January 25, 2023, Mr. Tallapragada and Ms. Zarmi were each awarded an initial grant of December 31, 2021, Mr. Robel held 3,825 RSUs and stock options to purchase an aggregate of 23,627covering 3,116 shares of our Class A common stock.
(5)These amounts reflect health insurance benefitsstock for his or her service as a membermembers of our Board. 100% of the shares subject to such RSUs vested on January 25, 2024 (the one-year anniversary of the grant date), subject to their respective continued service with us through such date.
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| Proxy
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EXECUTIVE OFFICERSExecutive Officers
The following table identifies certain information about our executive officers as of March 31, 2022. Executiveofficers. Our executive officers are appointed by our Board to hold office until their successors are appointed and qualified.
For Aman Bhutani'sBhutani’s biography, please see the section titled "Board and Governance Matters — Nominees for Director" beginning“Continuing Directors” on page 20 of this Proxy Statement.25. | | | | | | | | |
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| | Roger Chen, 51 |
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| 53 Roger Chen has served as our Chief Operating Officer since January 2022. Prior to this role, Mr. Chen served as the President of the Company’s Domain and Registrars and Investors Business from MayJanuary 2020 until his appointment as Chief Operating Officer. Previously, Mr. Chen was the Company’s Senior Vice President offor the Asia Pacific region from JanuaryMarch 2018 to AprilJanuary 2020. From June 2015 to DecemberMarch 2018, Mr. Chen served as the Company’s Vice President of Asia. |
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| | Nick Daddario, 52 |
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| 55 Nick Daddario has served as our Chief Accounting Officer since December 2019. Before joining GoDaddy, Mr. Daddario served as Vice President, Controller for Harvest Health & Recreation Inc., from March 2019 to October 2019. Prior to joining Harvest Health, Mr. Daddario held several positions with Marriott International Inc. and Starwood Hotels and Resorts Worldwide Inc. from April 1998 to March 2019, including most recently as Vice President, Corporate Controller and Site Leader. Prior to joining Starwood, Mr. Daddario worked as a Manager in the assurance practice of Arthur Andersen LLP for six years. |
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| | Michele Lau, 46 |
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| Michele Lau has served as our Chief Legal Officer and Corporate Secretary since July 2021. Prior to joining GoDaddy, Ms. Lau served as Senior Vice President, Corporate Secretary and Associate General Counsel at McKesson Corporation from March 2018 to June 2021. Prior to that role, Ms. Lau served in a number of roles at McKesson Corporation. From October 2002 to April 2008, Ms. Lau was an attorney at Morrison & Foerster LLP.
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| | Mark McCaffrey, 56 |
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| 58 Mark McCaffrey has served as our Chief Financial Officer since June 2021. Before joining GoDaddy, Mr. McCaffrey spent over 20 years holdingin various roles at PricewaterhouseCoopers LLP in the Technology, Media and Telecommunications (TMT) Sector. Mr. McCaffrey was most recently(“TMT”) Sector, including as the US TMT Sector Leader, guiding an experienced team of consultants working across clients in the TMT industries. He also served as the Global Software Industry Leader for the firm, including as the global engagement partner on several of PwC’s largest multinational software and services clients. | Jared Sine, 45 Jared Sine has served as our Chief Strategy & Legal Officer since March 2024. Before joining GoDaddy, Mr. Sine spent almost eight years at Match Group and served as Chief Business Affairs & Legal Officer since March 2021, overseeing privacy, safety and social advocacy, compliance, government affairs, corporate governance, general legal, aspects of corporate strategy, and mergers and acquisitions. Prior to Match Group, Mr. Sine spent nearly four years at Expedia Group where he led all legal aspects of the company’s mergers, acquisitions, joint ventures and other strategic initiatives. He began his legal career at Cravath, Swaine & Moore and later joined Latham & Watkins. |
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| Proxy
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| | A Letter From The Chair of Our
Executive Compensation and Human Capital Committee |
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| Brian Sharples | | | |
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Dear Fellow Stockholders,On behalf of the entire Board of Directors of GoDaddy Inc., I would like to thank you for your continued investment in our Company. As Directors, we play a key role in determining the Company’s strategic direction and we are actively committed to our oversight responsibilities.
Your Board values the input of stockholders on all matters, including our governance and compensation programs and seeks regular feedback as we continue to evolve in these areas. This past year, we sought meetings and guidance from stockholders representing 87% of our share ownership, and I’m pleased that we heard from many of you, representing approximately 47% of our total share ownership. I personally had the distinct pleasure of meeting with several of you and greatly appreciate your willingness to be thought partners as we grow and continue to refine our practices.
In particular, I appreciated hearing your perspectives on our executive compensation, governance, human capital and sustainability-related programs. In 2019, the Compensation and Human Capital Committee chose to undertake a holistic review of our program designs to incorporate stockholder feedback and we implemented significant changes, including, increasing the percentage of performance shares, removing the use of stock options in our long-term incentive plan, and utilizing distinct and differentiated metrics in our annual and long-term incentives. We implemented the new program in 2020 for our named executive officers and in 2021 for our CEO, following his 2019 new hire compensation package.
You’ve spoken, we’ve listened, and we’ve taken action.
Following a disappointing say-on-pay vote in 2021, we bolstered our engagement outreach and relied on these conversations to determine the appropriate responsive actions we should take considering the vote outcome. Through these conversations, we learned that our stockholders are generally supportive of the compensation program structure, however, we did not effectively disclose important details and enhancements. As such, we are excited about our enhanced proxy this year. Not only have we expanded our disclosures to be responsive to stockholder feedback, but we also refreshed our presentation with clear, visual representations of key elements that are important to you and our Company. Our Compensation Discussion and Analysis, starting on page 37, makes clear the specific design changes we implemented in prior years and provides enhanced disclosures that you requested. We hope that the new format will help facilitate your review of our practices, and that you enjoy reading disclosure that better reflects our Company’s considerations and actions.
In line with our review of the Company’s compensation practices, the Board continued to focus on its review of the Company’s governance practices and welcomed your feedback on many proposed updates. At the end of 2021, we were pleased to announce our decision to adopt several governance enhancements, which are discussed in further detail starting on page 14, and are thrilled to ask for your approval at the 2022 Annual Meeting of Stockholders of the previously announced plan to eliminate the Board’s classified structure and the elimination of the supermajority threshold required to amend our governing documents.
As we continue to evolve and grow, we are, and will remain, committed to ongoing engagement to ensure our practices continue to reflect stockholder input.
On behalf of the Board of Directors, thank you for your continued support of GoDaddy.
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Sincerely,
BRIAN SHARPLES
Chairperson, Compensation and Human Capital Committee
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Proxy Summary | | Board and Governance Matters | | Executive Compensation | | Audit Matters | | Other Management Proposals | | Other Information |
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Executive Compensation
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| Proposal No. 2 Advisory Vote on Thethe Compensation of Our Named Executive Officers | | |
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| The Board of Directors unanimously recommends that you vote “FOR” the approval, of theon an advisory, resolution onnon-binding basis, of the compensation of our named executive officers in this proposal 2.officers. |
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In accordance with the rules and regulations of the SEC, pursuantPursuant to Section 14A of the Exchange Act, we are providing our stockholders with the opportunity to vote to approve, on an advisory, or non-binding basis, the compensation of our named executive officersNEOs as disclosed in accordance with the rules and regulations of the SEC in the "Executive Compensation"this “Executive Compensation” section of this Proxy Statement. This proposal, commonly known as a "say-on-pay"“say-on-pay” proposal, gives our stockholders the opportunity to express their views with respect to our named executive officers'NEOs’ compensation as a whole. This vote is not intended to address any specific item of compensation or any specific named executive officer,NEO, but rather the overall compensation of all of our named executive officersNEOs and our executive compensation philosophy, policies and practices as described in this Proxy Statement.
The say-on-pay vote is advisory, and is therefore not binding on us, our Compensation and Human Capital Committee or our Board. The say-on-pay vote will, however, provide critical information to us regardingwith insight into stockholder sentiment aboutregarding our executive compensation philosophy, policies and practices, which our Compensation and Human Capital Committee will be able to consider when determining executive compensation forin the remainder of the current year and beyond.future. Our Board and our Compensation and Human Capital Committee value the opinions of our stockholders. To the extent there is any significant vote against the named executive officerNEO compensation as disclosed in this Proxy Statement, we will communicate directly with our stockholders to understand and consider their concerns, and determine what actions, if any, are necessary to address such concerns.
We believe the information we have provided in the "Executive Compensation"this “Executive Compensation” section of this Proxy Statement, and in particular the information discussed in "Executive Compensation-Compensation“Executive Compensation—Compensation Discussion and Analysis,"” and related tabular disclosure, highlights our core principles of providing fair and equitablecompensation that ties pay to performance, is competitive, in the marketplace, fair and equitable and reflects the feedback of our stockholders. Accordingly, we ask
Required Vote
The affirmative vote of the holders of a majority of the voting power of the outstanding shares of our stockholders to vote "FOR" the compensation paid to our named executive officersClass A common stock present in person or represented by adopting the following resolutionproxy at the Annual Meeting.Meeting and entitled to vote thereon is required to approve Proposal No. 2. There are no shares of our Class B common stock issued and outstanding.
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Compensation Discussion and Analysis
This Compensation Discussion and Analysis discusses the objectives and philosophy for our executive compensation program as well as the principles underlying our decision-making processes with respect to each component of compensation that we provide to our NEOs.
Table of Contents
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| | Table of Contents | | |
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This compensation discussion and analysis discusses the objectives and philosophy for our executive compensation program as well as the principles underlying our decision-making processes with respect to each component of compensation that we provide to our named executive officers. | | | | |
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| About GoDaddy | | | Proxy Summary | | | Board and Governance Matters | | | Executive Compensation | | | Audit Matters | | | Other Management Proposals | | | Other Information |
Named Executive Officers
Our named executive officers (“NEOs”) are listed below and appear in the Summary Compensation Table and the tables that follow, beginning on page 57.63. | | | | | | | | | | | | | | | | | | | | | | | |
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Aman Bhutani Chief Executive Officer | | Mark McCaffrey Chief Financial Officer | Roger Chen Chief Operating Officer | Nick Daddario Chief Accounting Officer | | Michele Lau, Chief Legal Officer and Corporate Secretary7
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Raymond Winborne, former Chief Financial Officer8
Nima KellyMichele Lau, former Chief Legal Officer Executive Vice President and Secretary9
Corporate Secretary. Ms. Lau resigned from the Company effective November 17, 2023.
7 Ms. Lau was hired to serve as our CLO and Corporate Secretary, effective July 12, 2021.
8 Mr. Winborne retired from this position, effective June 2, 2021.
9 Ms. Kelly transitioned to an advisory role on July 12, 2021, and retired from our Company, effective December 31, 2021.
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Overview
Compensation Philosophy and Objectives
Our general compensation philosophy is to offer programs that attract, retainmotivate and motivateretain our executives and key employees and that drive business results over the short- and long-term in a manner that creates long-term stockholder value. Our executive compensation program is based upon and designed to address four core principles:
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|  Performance | | | | | | | | | | | | | |
| Pay for Performance | | | | Competitive Pay | | | | Fair and Equitable | | | | Responsive to Stockholders | |
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Designed toWe promote our overall “pay for performance” compensation philosophy by ensuring a significant portion of our NEOs’ compensation is “at risk” and subject to corporate and individual performance achievement goals.goals | | We strive to provide competitive compensation packages to our executive officers that aid us in recruiting and retaining top talent and motivating and rewarding achievement of our short- and long-term business objectives.objectives | | We aim to provide compensation reflective of our long-lasting commitment to building an inclusive environment where our employees, customers and communities have an opportunity to thrive.thrive | | We incorporate the themes and specific feedback we hearreceive from our stockholders to build revise and update our compensation programs to ensure that our designs reflectthey align with stockholder interests and are consistent withmarket best market practices.practices |
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Total Direct Compensation for NEOs
Our executive compensation packages consist of three primary elements, each of which is described in further detail in this compensation discussion and analysis: (i) base salary; (ii) short-term incentive compensation;and (iii) long-term incentive compensation. The charts below, which depict the mix of the pay elements for our CEO and other NEOs, illustrate our commitment to providing compensation that is significantly variable, at risk and performance-based. These pay structures ensure that we meet our core principles – pay for performance, fair, equitable and competitive pay that is responsive to stockholder feedback.
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CEO | | ALL OTHER NEOs (average) |
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EvolutionPrincipal Elements of Our Compensation ProgramPay
The primary elements of the compensation program design changes approvedfor our NEOs consist of a base salary, short-term incentive plan (“STIP”) and long-term incentive plan (“LTIP”). The overall use and weight of each element is based on several factors, including market competitiveness, performance objectives and individual contributions. We believe these primary compensation components reflect our core principles by establishing an executive compensation program that links pay to corporate and individual performance, offers competitive, fair and equitable compensation aimed at attracting and retaining qualified individuals, focuses the Compensation Committee in 2019efforts of our executive officers on the achievement of both our short- and 2020 followinglong-term objectives and is responsive to stockholder feedback are highlighted below and include:
•Removal of stock options from the LTIP
•Increase. Our executives’ total compensation packages may also include additional broad-based employee benefits as described in the percentagesection titled “Other Compensation Policies and Practices—Additional Pay Elements” below. The target mix of compensation provided to our chief executive officer and average of our other NEOs for 2023 is set forth below:
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| 2023 TOTAL TARGET COMPENSATION |
| CEO | Other NEOs (Average)1 |
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The chart below provides a summary of the LTIPelements that is delivered as PSUs to 50%made up the compensation program for allour NEOs•Elimination of for 2023, including the overlap of metrics in the annual and long-term incentive plans
•Incorporation of relative TSR into the LTIP in order to further enhance the link between the interests of our executives and stockholders
•Adoption of stock ownership guidelinesrationale for executive officers (6x for CEO and 2x for other executive officers)
Our Board is committed to ongoing stockholder engagement and responsiveness.each element.
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| FIXED | | | | | | | | | | | VARIABLE |
| Component | | | | | | | | |
| BASE SALARY | | 2019 Compensation Plan2023 SHORT-TERM INCENTIVE PLAN1 | | 2020 Compensation PlanRationale2023 LONG-TERM INCENTIVE PLAN1 |
| Base Salary | | | | | | | | |
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•Targeted at competitive levels and based on past experience and expected future contributions
| •Targeted at competitive levels and based on past experience and expected future contributions* * *
| •Establishes competitive pay that properly incentivizes executive officers for day-to-day responsibilities
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| Short-Term Incentive•80% - Corporate Performance Goal
•50%25% Bookings •30% Unlevered Free Cash Flow25% Revenue •20% Net Promoter Score25% NEBITDA •25% uFCF 20% - Individual Performance Goals | •80% - Corporate Performance Goal
•50% Bookings* * *
•50% Unlevered Free Cash Flow
•20% - Individual Performance Goals
| •Provides the appropriate incentives for our executive officers to work collaboratively as a team to achieve important financial, business and strategic goals in our operating plan and to reward individual contributions
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| Long-Term Incentive•33.3%50% - PSUs
•Vest over a 4-year period as to 25% of100% rTSR measured against the PSU each year based on achievement of annual bookings and unlevered free cash flow targetsNasdaq Internet Index •33.3%Cliff vests after 3-year performance period 50% - Time-Based RSUs •Vest over a 4-year period with 25% vesting after the first year and equal quarterly vesting for the next 3 years •33.4% - Time-Based Stock Options* * *
•Vest over a 4-year period with 25% vesting after the first year and equal quarterly vesting for the next 3 years
| •50% PSUs NEW
•100% rTSR measured against the Nasdaq Internet Index NEW
•Cliff vests after 3-year performance period NEW
•50% Time-based RSUs NEW
•Vest over a 4-year period with 25% vesting after the first year and equal quarterly vesting for the next 3 years
| •Strengthens the alignment between the interests of our executive officers and those of our stockholders by tying vesting of awards to achievement of a relative TSR measurerTSR measured against the Nasdaq Internet Index, which incentivizes our executives to drive long-term stockholder value
•Our use of both time-performance- and performance-basedtime-based equity awards also promotes executive officer retention by linking vesting to continued employment
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1As Mr. Daddario is a NEO, but not a member of our leadership team, (i) the corporate performance component of his 2023 short-term incentive opportunity was weighted at 70% and the individual performance component was weighted at 30% and (ii) he received 100% of his 2023 long-term incentive compensation in the form of RSUs vesting quarterly over 3 years.
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| | | 20222024 Proxy Statement | 39 |
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2021 Say-on-Pay Vote and Continued Stockholder Engagement
Following the results of our 2021 annual meeting of stockholders, we were surprised and concerned to see that we received a relatively low 73% of stockholder support for our executive compensation programs. We had implemented a number of specific changes to our 2020 compensation program that were intended to comprehensively address the holistic feedback we discussed with stockholders throughout 2019 and into 2020. After our 2021 annual meeting of stockholders, we bolstered our engagement process to further understand our stockholders’ perspectives and the key drivers for their voting decisions. We sought specific feedback that we could further reflect in our decision-making process going forward.
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| In the fall of 2021 and winter of 2022 | |
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| We contacted stockholders representing approximately
87%
of our shares outstanding
| | We engaged stockholders
representing approximately
47%
of our total shares outstanding throughout 2021 and 2022
| | Board members led discussions with stockholders representing approximately
23%
of our total shares outstanding
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Members of our Board, including our Board Chair, Chuck Robel, and our Compensation Committee Chair, Brian Sharples, led discussions reflecting our Board’s commitment to ensuring clear lines of communication with our stockholders. We discussed with stockholders the various ways we could further align GoDaddy's operations, policies, and programs with our stockholders’ interests, including highlighting the substantial changes we made to our 2020 compensation program. We were particularly eager to hear how we could further improve on our compensation program following the 2021 say-on-pay vote results.
From these meetings, we learned that stockholders were broadly supportive of the overall compensation program philosophy, design, and metrics and gained some constructive feedback regarding specific responsive actions we could take following the 2021 say-on-pay vote results. We received valuable perspectives on how to enhance our Proxy Statement to provide clearer and more transparent disclosure that would assist stockholders in their analyses of our compensation programs.
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| Based on stockholder feedback, we have made the following changes: | |
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| Approved a largely performance-based CEO compensation package for 2021, similar to those in place for other NEOs, following his initial 2019 new hire package | | Provided additional explanation of individual performance goals and achievements under the STIP
see page 47 | | Disclosed for the first time, the forward-looking qualitative scorecard metrics for our CEO’s STIP
see page 49 | |
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| Enhanced our anti-pledging policy to prohibit pledging of company shares by directors and employees under any circumstances | | For 2022, adopted a maximum STIP payout cap equal to 180% of target
see page 47 | | Significantly enhanced our proxy disclosures, including additional rationale and context around changes | |
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Performance Metrics
We seek to allocate a significant portion of each executive officer’s total annual target compensation to performance-based compensation that is “at risk” based on corporate performance, including cash performance bonuses and performance-based equity awards. These awards are earned only if we achieve specified key short-term and long-term performance objectives. The Compensation Committee annually reviews and selects STIP and LTIP performance metrics designed to incentivize and reward our executives over the short- and long-term while encouraging performance in critical operational and financial areas of our business. The Compensation Committee then establishes the levels of performance necessary to achieve those metrics with the aim of motivating our executive team to achieve stretch levels of corporate performance that lead to increased stockholder value.
2023 STIP Performance Metrics
The Compensation Committee sets rigorous corporate performance goals for the STIP based on key drivers of the business, taking into account Company- and industry-wide outlooks for the year, as well as historical and projected growth and performance expectations. For 2023, the Compensation Committee decided to add two new corporate performance metrics to the STIP – revenue and NEBITDA – to further align compensation with our business strategy. Our stockholder engagement team, which included the chair of the Compensation Committee, sought feedback from stockholders on the addition of these two new metrics to the STIP during our fall 2022 engagement. Stockholders were supportive of the change and encouraged by the further focus and alignment with our business strategy. Based on a thorough analysis, which included a benchmarking and review with assistance from the Compensation Committee’s compensation consultant and support of our stockholders, the Compensation Committee approved the use of bookings, revenue, NEBITDA and uFCF as the corporate performance metrics for the Company’s 2023 STIP. These operating metrics are included in the Company’s annual operating plan and are communicated to stockholders on a regular basis. In determining the STIP targets for a given year, the Compensation Committee considers the Company’s and its peers’ business objectives, projections and growth opportunities, market outlooks and feedback from our stockholders. Targets are set with stretch goals that are more rigorous, requiring a higher growth percentage to achieve payouts above target. Additional detail on each of these metrics and how they support our strategy is provided below:
| Other Information | | | | | | | |
| 2023 Short-Term Incentive Plan Performance Metrics |
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Corporate Performance Goals (80% Weighting)1 | The corporate performance component of the Company’s 2023 STIP was comprised of the following four metrics: |
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| 25% Bookings2 | •Bookings is an indicator of the expected growth of our Company and a measure of our operating performance |
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| 25% Revenue – New for 2023 | •Revenue from the sale of our products and services is an indicator of actual growth for our Company and a measure of operating performance •The addition of revenue as a corporate performance metric further aligns compensation with business strategy |
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| 25% NEBITDA – New for 20232 | •NEBITDA is a measure of our operating performance used by management and investors to evaluate our business that provides insight into our core results and permits useful year-over-year comparisons through inclusion or exclusion of certain recurring and nonrecurring items •The addition of NEBITDA as a corporate performance metric further aligns compensation with business strategy |
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| 25% uFCF2 | •uFCF is a measure of our liquidity, marker of our ability to pursue strategic opportunities and indicator our balance sheet strength |
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Individual Performance Goals (20% Weighting)1 | To ensure that our NEOs are appropriately motivated and incentivized to perform at high levels, and to avoid any incentives for excessive risk-taking, each NEO undergoes an annual review to evaluate their achievements against their pre-established performance goals, responsibilities and outlook |
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1For Mr. Daddario, who is a NEO, but not a member of our leadership team, the corporate performance component of his 2023 STIP opportunity was weighted at 70% and the individual performance component was weighted at 30%.
2The definition of Bookings and reconciliations of NEBITDA and uFCF to their most directly comparable GAAP financial measures can be found in “Appendix A—Operating and Business Metrics, Non-GAAP Financial Information and Reconciliations” beginning on page 101.
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LTIP Performance Metric
Our performance-based LTIP awards are structured to incentivize and focus our executives on performance that drives stockholder value, and to reward superior performance. In response to stockholder feedback and to align our executives’ compensation more closely to stockholder returns, the Compensation Committee selected a performance metric for our performance-based LTIP awards that is based on our rTSR measured against the constituents of the Nasdaq Internet Index. We believe the Nasdaq Internet Index is an appropriate comparator group for these awards because the index provides a sufficient number of comparator companies and represents a significant majority of the companies with which we compete.
Consistent with past years, achievement of target levels requires performance at the 50th percentile of the rTSR comparator group. In addition, the number of shares that may be earned is capped at 200% of target, and no shares are earned if rTSR for the three-year performance period falls below the 25th percentile of the rTSR comparator group.
The chart below illustrates the payout curve with respect to the rTSR performance metric for the 2023 LTIP, as measured against the Nasdaq Internet Index.
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| 2023 Long-Term Incentive Plan Performance Metric |
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| Relative Total Stockholder Return (rTSR): |
•Key indicator of stockholder value creation •Ties pay to performance |
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| rTSR Percentile Rank | | Payout Percentage |
| 85th and above | | 200% |
50th | | 100% |
25th | | 50% |
Below 25th | | —% |
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Compensation Decision-Making Process
Our executive compensation program is primarily administered by our Compensation Committee, with approval from our Board, when applicable. Our Compensation Committee makes decisions regarding annual compensation levels for our executive officers, including our NEOs, and establishes the financial and operational performance metrics applicable to our short-STIP and long-term incentive compensation programs.LTIP. Our CEO and other members of our management teammembers provide input where requested.requested, except relative to their own compensation. The Compensation Committee annually reviews on an annual basis, the compensation of our executive officers to ensure that we are adhering to our core principles of providing fair and equitable compensation that ties pay to performance, is competitive in the marketplace, and reflects the feedback of our stockholders, and to confirm that our compensation policies and practices do not encourage excessive risk taking.
Annual Review Process
The following highlights the Compensation Committee’s annual review process:
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| | | BENCHMARK AND REVIEW | | |
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| | | | | •Review and approve compensation peer group •Evaluate market trends •Review say-on-pay results
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | •Benchmark CEO and NEO compensation •Review compensation policies against peers •Evaluate pay for performance alignment |
| | Ongoing engagement with stockholders | |
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| | | GOAL SETTING | | | |
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| | | | | •Discuss the Company’s compensation policies and practices for employees as they relate to risk management and risk-taking incentives
|  | | | | | | •Establish total compensation targets |
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| | | EVALUATE | | | | |
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| | | | | •Evaluate performance against metrics •Assess individual goals •Certify performance results •Consider incentive compensation payout amounts and annual equity awards |
•Review pay equity, diversity and representation
•Review management performance |
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| | | APPROVE | | | | | |
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| | | | | •Approve compensation payouts upon Board certification of Company performance results
| •Approve annual base salary, STIP and LTIP compensation design |
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| Key Inputs | |
•Market Data: The Compensation consultant: Compensia,Committee reviews market data and other inputs in connection with proposed enhancements to our compensation program. The Compensation Committee also considers comparative peer group data and market benchmarking and analysis. Some of this data is provided by the Compensation Committee’s independent compensation consultant, who provides ongoing input at least annually with respect to overall executive compensation decisions and analyses for our NEOs through a review of competitive market data. Compensiadata, as well as other data sources, including Radford’s compensation surveys. The services provided market data and other input toby the independent compensation consultant in 2023 are described below. •Stockholder Feedback: Through our annual stockholder engagement cycle, the Compensation Committee in connection withobtains valuable insight into stockholder preferences as well as market best practices. In addition, the enhancements toCompensation Committee reviews the results of our annual say-on-pay vote. At our 2023 Annual Meeting, stockholders were supportive of the structure and philosophy of our executive compensation program madeduring fiscal 2022 as reflected in 2019the approval of our say-on-pay proposal by approximately 96% of stockholders present and implemented in 2020.voting thereon. •Management: Management: Management provides feedback and expertise regarding compensation matters for NEOs, including appropriate amounts, targets and goals necessary to recruit, retain and incentivize our employees.executives. No member of management is involved in discussions or deliberations regarding his or her own compensation. •Stockholder feedback: Through our annual engagement cycle, the Compensation Committee is able to obtain valuable insight on stockholder preferences as well as market best practices.
•Other: The Compensation Committee considers comparative peer group data, market benchmarking and analysis obtained from several sources including Compensia and Radford.
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| | | GOAL SETTING
MARCH
| | | BENCHMARK AND REVIEW
APRIL-DECEMBER
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| | | •Discuss the Company’s compensation policies and practices for employees as they relate to risk management and risk-taking incentives
•Review and approve goals and objectives
•Establish target pay levels
| | | •Review and approve compensation peer group
•Evaluate market trends
•Review say-on-pay results
•Engage with stockholders to gain critical feedback
•Benchmark CEO & NEO compensation
•Review compensation policies against peers
•Evaluate pay for performance alignment
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| | EVALUATE
JANUARY
| | | APPROVE
JANUARY - FEBRUARY
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| | | •Evaluate performance against metrics
•Assess individual goals
•Certify performance results
•Consider and recommend incentive compensation payout amounts and annual equity awards
•Review pay equity, diversity and representation
•Review management performance reviews
| | | •Approve compensation payout amounts and annual equity grants
•Approve payouts subject to Board certification of results
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| | | | Ongoing engagement with stockholders | | | |
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Independent Compensation Consultant
Under our Compensation Committee Charter, the Compensation Committee can engage a compensation consultant to assist in evaluating executive officer compensation. In 2023, the Compensation Committee retained Semler Brossy as its independent compensation consultant. Semler Brossy assisted the Compensation Committee in providing peer group analyses, competitive market data and compensation reports to inform their judgment about executive compensation decisions and related matters. Semler Brossy reported directly to our Compensation Committee and not to management, was independent and provided no other services to the Company. Each year, the Compensation Committee evaluates the independence of its compensation consultant to determine whether the services provided by the consultant raise any conflicts of interest. In 2023, the Compensation Committee evaluated the independence of Semler Brossy and determined that no conflict of interest existed.
Performance Reviews and Board Reports
Our management team, including our CEO, conducts a documentedan annual review of the performance of each member of our leadership team, excludingother than Mr. Daddario who is not a member of our leadership team and whose annual performance review, which differs from the leadership team, is described further below. This review includes an assessment against goals and a corporate “scorecard” for each of our leadership team NEOs. Summaries of such reviews are presented todiscussed with the Compensation Committee, including an assessment of performance achievementachievements against each person’sindividual’s goals and targets. This helps to inform the Compensation Committee’s decisions regarding awards and payout levels.
In addition, in 2020, we rolled out a new development program called HALE360 for our executive leadership team and high potential senior leaders. Through this program, leadership team members are provided additional feedback from multiple levels in the organization, a succession plan review and specific development priorities set against a set of common expectations. The HALE360 is an opportunity for leaders to deeply understand expectations to succeed at the highest level in the company and helps achieve a cohesive leadership pipeline with diverse backgrounds, expertise and ideas. For executives, a HALE360 typically includes feedback directly from the CEO and Chief People Officer. Management anticipates conducting a full HALE360 for each executive every two to three years.
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YEAR-END
PERFORMANCE | | •Individual performance scorecards reviewed
| | Written Development Summary & Discussion
Self and Manager Assessment
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ONGOING DEVELOPMENT | | •Management feedback
•Succession plan review
•HALE modeling
| | “HALE, an acronym for Hunger, Acumen, Leadership and Expertise, was created to help committed leaders grow into C-suite executives.
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| HALE is about helping individuals explore their potential and not about assessing their relative performance.” |
| Aman Bhutani |
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As Chief Accounting Officer, Mr. Daddario’s annual compensation elements and individual performance goals and achievements are reviewed on an annual basis byas part of our Compensation Committee, with input from our management team, including our CEO.annual performance-review cycle. The review is conducted pursuant to a formulaic matrix that measures both the quality and quantity of performance achievement according to a pre-established grid. Mr. Daddario does not participate in the review of his performance. At the end of each performance year, our management team reviews individual performance achievement against the grid and makes recommendations to the Compensation Committee regarding payout of performance awards and adjustments to annual compensation in accordance with the parameters set forth in the grid.
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Performance Targets Designed to Reward Stretch Performance
The decision-making process described above helps inform all aspects of the Company’s compensation programs, including the performance metrics that underlie our short-term and long-term incentive compensation programs. The Compensation Committee revisesannually reviews the composition of our peer group used to compare and selects performance metrics on an annual basisreview the compensation paid to our executives against the competitive market and inform our compensation program design. In determining the appropriate composition of the peer group, the Compensation Committee seeks to include companies that are designed to incentivize and reward our executives over the short- and long-term while encouraging performance in critical operational and financial areasreasonably representative of our business. Thecompetitive talent market and similar to us based on a number of criteria, including size, industry focus and trajectory. In updating our peer group, the Compensation Committee then establishesconsiders changes in both our business and the levelsbusinesses of performance necessary to achieve those metrics in a mannerthe peer companies that is designed to motivate our leadership team to achieve stretch levels of business performance that lead to increased stockholder value. For 2021 and historically,comprise the group. In September 2022, after consultation with its previous independent compensation consultant, Compensia, Inc., the Compensation Committee approved bookings, uFCF and rTSRthe following peer group for our short- and long-term incentive programs.2023 executive compensation decisions:
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| 2023 Peer Group |
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| STIP |
| Bookings:•Akamai Technologies, Inc. (NASDAQ: AKAM) •AutoDesk, Inc. (NASDAQ: ADSK) •DocuSign, Inc. (NASDAQ: DOCU) •Dropbox, Inc. (NASDAQ: DBX) •Electronic Arts Inc. (NASDAQ: EA) •ETSY, Inc. (NASDAQ: ETSY) •Fortinet, Inc. (NASDAQ: FTNT) •Gen Digital Inc. (formerly NortonLifelock, Inc.) (NASDAQ: GEN) •HubSpot, Inc. (NYSE: HUBS)
| •Indicator of the expected growth of the CompanyIAC Inc. (NASDAQ: IAC) •Key measure of operating performanceNutanix, Inc. (NASDAQ: NTNX) •Open Text Corporation (NASDAQ: OTEX) •Shopify Inc. (NYSE: SHOP) •Verisign, Inc. (NASDAQ: VRSN) •Wix.com Ltd. (NASDAQ: WIX) •Workday, Inc. (NASDAQ: WDAY) •Zendesk, Inc. (Former – NYSE: ZEN) •Ziff Davis, Inc. (NASDAQ: ZD) •Zillow Group, Inc. (NASDAQ: Z, ZG) |
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| Unlevered Free Cash Flow (uFCF): | •Primary measure of liquidity
•Marker of ability to pursue strategic opportunities
•Indicator of balance sheet strength
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| LTIP |
| Relative Total Stockholder Return (rTSR): | •Key indicator of stockholder value creation
•Ties pay to performance
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STIP Performance Targets. Our 2023 peer group reflected (i) the removal of Citrix Systems, Inc., Twitter, Inc. and Wayfair Inc. due to pending acquisitions or misalignment in terms of size and (ii) the addition of AutoDesk, Inc., DocuSign, Inc. and Fortinet, Inc. The Compensation Committee sets rigorous goals for the STIP based on company- and industry-wide outlooks for the year, historical and projected growth and performance expectations. The Company’s annual operating plan, including presentation of historical and projected uFCF targets and quarterly and year end bookings results are communicated to stockholders. On that basis, the Compensation Committee has historically focused measurement of the executives’ annual performance on their achievement of bookings and uFCF metrics.
•Bookings. The growth of our business relies on our ability to generate bookings and revenue from the sale of our products and services. Accordingly, bookings is a strong indicator of the expected and actual growth of our Company and a key measure of our operating performance. In addition, we rely on our ability to grow our Company through investmentscompanies in our 2023 peer group generally exhibited (i) similar revenue size - approximately 0.3x to 3.0x our revenue in our previous four fiscal quarters as of August 2022 of approximately $4.0 billion; (ii) similar market capitalization - approximately 0.25x to 4.0x our market capitalization of $11.7 billion as of August 2022; (iii) similar profitability metrics - three year revenue growth greater than or equal to 6.3% and adjusted EBITDA margin of greater than or equal to 11.7% and (iv) industry and business our employees and new products and services for our customers.
•Unlevered Free Cash Flow. uFCF, a primary measure of our liquidity, indicates our ability to engage in these strategic opportunities and strengthen our balance sheet.
In determining the bookings and uFCF targets for our NEOs, the Compensation Committee considers the Company’s and our peers’ business objectives, projections and growth opportunities, market outlooks and feedback from our stockholders. Targets are set with stretch goals that are more rigorous, requiring a higher growth percentage to achieve payouts above target.
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LTIP Performance Targets. Our performance-based LTIP awards are structured to incentivize and focus our executives on performance that drives stockholder value. In response to stockholder feedback, the Compensation Committee selected a performance metric for our performance-based LTIP awards that is based on a relative total stockholder return against the constituents of the Nasdaq Internet Index. Consistent with past years, achievement of target levels requires median performance at the 50th percentile of the rTSR comparator group. In addition, the number of shares earned for the rTSR portion of the award is capped at 200% of target, and no shares are earned if rTSR for the three-year performance period falls below the 25th percentile of the rTSR comparator group.
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Principal Elements of Pay
The primary elements of the compensation program for our NEOs consists of a base salary, short-term incentive compensation and long-term incentive compensation. We believe these primary compensation components reflect our core principles by establishing an executive compensation program that offers fair, equitable and competitive compensation aimed to attract and retain qualified individuals, that links individual performance to corporate performance, focuses the efforts of our executive officers on the achievement of both our short- and long-term objectives and is responsive to stockholder feedback. Our executives’ total compensation packages may include additional broad-based employee benefits as described in the section titled “Other Compensation Policies and Practices — Additional Pay Elements” below.
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| Target Mix | |
|
Element | CEO | Other NEOs (average) | 2021 Compensation Plan | Rationale |
FIXED | | | | |
Base Salary |  | | | •Targeted at competitive levels and based on past experience and expected future contributions
| •Establishes competitive pay that properly incentivizes executive officers for day-to-day responsibilities
|
VARIABLE | | | | |
Short-Term Incentive Compensation | | | •80% - Corporate Performance GoalOther
•50% Bookings
•50% Unlevered Free Cash Flow
•20% - Individual Performance Goals
| •Provides the appropriate incentives for our executive officers to work collaboratively as a team to achieve important financial, business and strategic goals in our operating plan and to reward individual contributions
|
Long-Term Incentive Compensation | | | •50% - PSUs
•100% relative TSR measured against the Nasdaq Internet Index
•Cliff vests after 3-year performance period
•50% - RSUs
•Vest over a 4-year period with 25% vesting after the first year and equal quarterly vesting for the next 3 years
| •Strengthens the alignment between the interests of our executive officers and stockholders by tying vesting of awards to achievement of a relative TSR measure against the Nasdaq Internet Index, which incentivizes our executives to drive long-term stockholder value
•Our use of both time- and performance-based equity awards also promotes executive officer retention by linking vesting to continued employmentInformation
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In October 2023, after consultation with its current independent compensation consultant, Semler Brossy, the Compensation Committee approved a peer group for 2024 executive compensation decisions that reflected (i) the removal of Electronic Arts, Inc., IAC Inc., Workday, Inc., Zendesk, Inc. and Ziff Davis, Inc. due to acquisition or misalignment in terms of size, business focus or otherwise and (ii) the addition of eBay Inc. (NASDAQ: EBAY), Pinterest, Inc. (NYSE: PINS), Squarespace, Inc. (NYSE: SQSP), Toast, Inc. (NYSE: TOST) and Zoom Video Communications, Inc. (NASDAQ: ZM) due to being comparable companies with online platforms and similar economics to the Company. The overall usepeer group methodology for the 2024 peer group remained focused on similar metrics and weight of each primary compensation element is based on a number of factors, including historical compensation levels, market competitiveness, performance objectives and individual contributions. We seekranges as discussed above for the 2023 peer group with additional consideration given to allocate a significant portion of each executive officer's total annual target compensation to performance-based compensation that is "at risk" based on corporate performance, including cash performance bonuses and performance-based equity awards. These awards are earned only if we achieve specified key short-term and long-term performance objectives.gross profit.
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Annual Compensation
Base Salary
We provide base salaries to attract and retain key employees, including our NEOs, and to compensate them for services rendered on a day-to-day basis. Base salary is the only fixed component of our compensation program. The Compensation Committee annually reviews the base salaries of our executives based on comparative data and input from Compensiaits compensation consultant, and seeks input from our CEO,Chief Executive Officer for executives other than himself, to ensure we are providing competitive pay against the market for the applicable executive’s role, past experience with the Company and expected future contributions. Base salary adjustments are generally made effective on April 1 of the year they are approved.
The following table shows the annual base salaries for our NEOs as of December 31, 20212023 and December 31, 2020. Other than the modest increase for Mr. Daddario,2022. The Compensation Committee did not approve any changes to base salaries for our NEOs were not adjusted for 2021.2023. Mr. Bhutani'sBhutani’s base salary was set at, and has not increased since, the time he joined our Company in 2019 and was approved by our Board. The base salaries for Mr. McCaffrey and Ms. Lau were set at the time they joined our Company in June and July 2021, respectively, and were approved by our Compensation Committee. The amounts in the “Salary” column of the “Summary Compensation Table” below represent the salary actually paid to our NEOs during 2021.for the years presented.
| | Name | Name | 2021 Base Salary ($) | 2020 Base Salary ($) | Name | 2023 Base Salary ($) | 2022 Base Salary ($) |
| Aman Bhutani | Aman Bhutani | 1,000,000 |
| Mark McCaffrey | |
Roger Chen(1) | |
| Nick Daddario | Nick Daddario | 305,000 | 300,000 |
| Michele Lau | 475,000 | N/A |
| Mark McCaffrey | 525,000 | N/A |
| Raymond Winborne | 525,000 |
Nima Kelly(1) | 525,000 | 525,000 |
Michele Lau(2) | |
(1)On April 21, 2021, Mr. Chen’s employment agreement provides for an annual base salary of SGD 690,000, which is intended to provide the Singapore dollar equivalent of $500,000 U.S. dollars. Converted to U.S. dollars using the 2023 full year average exchange rate of U.S. dollar/SGD of approximately $1/SGD 0.74, Mr. Chen’s 2023 base salary was equal to $513,905 U.S. dollars. Mr. Chen’s base salary continues to be reviewed on an annual basis and may be adjusted to reflect any material change to the relevant USD to SGD foreign currency exchange rate.
(2)Ms. Kelly transitioned to a strategic advisor role and received a $20,000 monthly salary through her December 31, 2021 retirement date.Lau resigned from the Company effective November 17, 2023.
20212023 Short-Term Incentive Plan
Our STIP aims to provide incentives that drive annual performance based on our operating plan and individual performance goals. At the beginning of each year, the Compensation Committee, with input from our management team, establishes corporate and individual performance goals and payout formulas.formulas and approves the annual plan design. The performance goals are intended to be stretch goals, attainable through focused efforts and leadership by our executive officers. Each executive officer is eligible to earn a portion of his or her target short-term incentive opportunity based on the achievement against these pre-established performance goals and their relative weightings under the formulas established by the Compensation Committee for the year in review.
The components of our 20212023 STIP consisted of a corporate performance component and an individual performance component. For all NEOs except Mr. Daddario, the corporate performance component was weighted at 80% of the overall 2023 STIP awardopportunity and the individual performance component was weighted at 20% of the overall STIP award.. For Mr. Daddario’s 2021 STIP award,Daddario, who is a NEO, but not a member of our leadership team, the corporate performance component made upof his 2023 STIP opportunity was weighted at 70% and the individual performance component made upwas weighted at 30%. OurThe Compensation Committee has reserved discretion to adjust upward or downward the achievement levels and/or actual bonuses paid if they deem appropriate, within the parameters of the performance framework.
No discretionary adjustments were made for bonuses earned under the 2023 STIP.
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20212023 NEO TARGET STIP Performance GoalsOPPORTUNITIES
Corporate Performance GoalsThe following table shows the target short-term incentive opportunities for our NEOs for 2023:
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| Name | Target Short-Term
Incentive (% of
Base Salary) |
| Aman Bhutani | 100 | % |
| Mark McCaffrey | 80 | % |
| Roger Chen | 80 | % |
| Nick Daddario | 40 | % |
Michele Lau(1) | 80 | % |
(1)Ms. Lau resigned from the Company effective November 17, 2023 and Performance Cap. As in prior years,did not receive any payout under the 2023 STIP.
CORPORATE PERFORMANCE GOALS, PERFORMANCE CAP AND RESULTS
The corporate performance component of the STIP was based on the achievement of pre-established levels of bookings, revenue, NEBITDA and uFCF, as set forthillustrated in the charts below, which are key indicators of our operating performance, expected and actual growth and balance sheet strength. For 2021, the bookings and uFCF2023, these performance metrics were weighted equally at 50%25% each of the corporate performance component. In furtherance of our commitment to incentivize and reward executives for stretch performance, these performance targets were set at higher levels than our actual achievement levels in 2022. In no event will the payout level exceed 150% of target. We set our performance goals in consideration of the range of expected performance communicated to investors. We believe this provides alignment of pay and performance, given the uncertainty inherent in establishing incentive goals. For performance outside of the target range, the payouts increase or decrease commensurate with our performance.
Following the 2023 performance period, the Compensation Committee, with the assistance of our management team, assessed the Company’s performance against the 2023 corporate performance goals and determined that we achieved bookings of $4,603 million (resulting in a payout of 100% for the bookings performance goal), revenue of $4,254 million (resulting in a payout of 95% for the revenue performance goal, NEBITDA of $1,134 million (resulting in a payout of 113% for the NEBITDA performance goal) and uFCF of $1,254 million (resulting in a payout of 105% for the uFCF performance goal), each as illustrated in the charts below. The achievement levels resulted in an aggregate achievement percentage of 103% for the corporate performance component of our 2023 STIP.
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| Bookings Goal and Achievement Results | | | | | | | | Revenue Goal and Achievement Results |
The chart to the right illustrates the levels of bookings required to be achieved in 2021, based on a bookings target of $4.210 billion, and the corresponding multipliers applied based on achievement of this performance goal. In order to incentivize stretch performance, these performance targets were set at higher levels than our actual achievement levels in 2020. In no event will the performance multiplier exceed 150% of target. | | |
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| NEBITDA Goal and Achievement Results | | Unlevered Free Cash Flow Goal and Achievement Results |
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The chart to the right illustrates the levels of uFCF required to be achieved in 2021, based on a uFCF target of $945.0 million, and the corresponding multipliers applied based on achievement of this performance goal. In order to incentivize stretch performance, these performance targets were set at higher levels than our actual achievement levels in 2020. In no event will the performance multiplier exceed 150% of target. | | |
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INDIVIDUAL PERFORMANCE GOALS AND INDIVIDUAL PERFORMANCE CAPIndividual Performance Goals and 2022 Individual Performance Cap.As noted above, 20% of the 20212023 STIP awardopportunity (30% in the case of Mr. Daddario) was subject to the achievement of individual performance goals established for the NEO under the individual performance component. The Compensation Committee takes a measured approach onto individual performance reviewreviews to ensure that our executives are appropriately motivated and incentivized to continue to perform at high levels and to avoid any incentiveslevels. The Compensation Committee approved a cap on the maximum achievement level for excessive risk-taking.the individual performance component under the 2023 STIP of 300% of target, such that the aggregate maximum payout under each NEO’s award (other than Mr. Daddario) will in no event exceed 180% of his or her target award. Historically, the Compensation Committee has not approved payment in respect of the individual component above 200% of target. For Mr. Daddario, payout of his individual performance component is capped at 125% of target. The achievement by each NEO of his or her individual performance goals and the resulting award payout under the 2021 STIP is described below under “— 2021 STIP Results — Individual Component.”
For 2022, the Compensation Committee has approved a cap on the maximum achievement level for the individual performance component under the 2022 STIP of 300% of target, such that thehis aggregate maximum payout under each NEO’s award will in no event exceed 180%opportunity is 142.5% of his or her target award.target.
CEO INDIVIDUAL PERFORMANCE COMPONENT
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2021 NEO Target STIP Opportunities.The following table shows the target short-term incentive opportunities for our NEOs for 2021:
| | | | | |
Name | Target Short-Term
Incentive (% of
Base Salary) |
Aman Bhutani | 100% |
Nick Daddario | 40% |
Michele Lau(1)
| 70% |
Mark McCaffrey(1)
| 80% |
Raymond Winborne(2)
| — | |
Nima Kelly(2)
| — | |
(1)Mr. McCaffrey’s and Ms. Lau’s 2021 target short-term incentive awards were pro-rated to reflect their partial year of service with us.
(2)Pursuant to their transition agreements, which are described under “Potential and Actual Payments on Termination or Change in Control” below, Mr. Winborne and Ms. Kelly were not eligible to participate in the Company’s 2021 STIP. Instead, they each received a termination payment of $262,500, which reflected a pro-rated target bonus for the period January 1 through June 30, 2021.
2021 STIP Results
Corporate Performance Component. Following the 2021 performance period, the Compensation Committee, with the assistance of our management team, assessed the Company’s performance against the 2021 corporate performance goals and determined that we achieved bookings of $4.232 billion (resulting in a multiplier of 102.1% for the bookings performance goal) and uFCF of $960.0 million (resulting in a multiplier of 111.5% for the uFCF performance goal). This resulted in an aggregate achievement percentage of 107% for the corporate performance component.
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| Below $4.097 billion | | At least $4.097 billion but less than $4.322 billion | | $4.322 billion and greater |
| | | | | |
Bookings (50% Weighting) | | | | |
| 0% | Between 50% and 150%, based on level of achievement | 150%
(Achievement Cap)
|
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| Below $920 million | | At least $920 million but less than $970 million | | $970 million and greater |
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Unlevered Free Cash (50% Weighting) | | | | |
| 0% | Between 50% and 150%, based on level of achievement | 150%
(Achievement Cap)
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Compensation Committee Discretion to Reduce Corporate Component Achievement Results.
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In November 2021, we experienced a security breach within our Managed WordPress hosting platform. Given our position as a leading Internet company trusted by millions of customers worldwide, we take our cybersecurity extremely seriously. In its deliberations, the Compensation Committee carefully considered the impact of the incident on the Company and its stakeholders. Although we have taken actions to resolve the incident, the Compensation Committee concluded, and management agreed, that a reduction in the 2021 STIP for our leadership team members was appropriate. Accordingly, pursuant to its discretion in the administration of the 2021 STIP, the Compensation Committee approved a reduction in the aggregate achievement percentage resulting in a deemed achievement of 105% for our leadership team, which includes our NEOs other than Mr. Daddario. | |
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Individual Performance Component. Following the 2021 performance period, the Compensation Committee, with insight from management, conducted its annual assessment of each NEO’s individual performance over the year to determine his or her individual achievement results. In determining Mr. Bhutani’s performance achievement levels, the Compensation Committee considered his performance as CEO with input from other management team members and other independent members of the Compensation Committee. Mr. Bhutani did not participate in discussions regarding his achievement levels.
For each other NEO, Mr. Bhutani, with input from other members of management, including the Company’s Chief People Officer, conducted a qualitative and quantitative assessment of their individual performance achievement levels against their pre-established goals and metrics. Additionally, Mr. Bhutani and management evaluated the overall performance of each individual and their respective operating teams, which included summaries of the bi-annual review process, specific accomplishments attained and key areas of focus for each individual.
Following a recommendation of the level of achievement for each NEO (as well as other leadership team members) the Compensation Committee engaged in a robust discussion of each individual’s annual performance and his or her relative contribution to the Company’s overall performance to determine and approve the ultimate percentage levels attained. The highlights of these discussions are set forth below. Following these robust discussions, the Compensation Committee determined that each NEO achieved his or her individual performance component at 100% of target, with the exception of Ms. Lau, whose achievement percentage was 115% of target. Examples of the individual performance goals achieved for each of our NEOs and STIP targets and payouts for 2021 for each NEO, are set forth below:
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| Examples of Individual Achievements:
•Led the Company’s strategic focus, including through key acquisitions, such as the successful integration of Poynt and the launch of our OmniCommerce offering
•Oversaw key growth strategies that resulted in record levels of revenue
•Established safe and flexible working environments for employees through a “human first” approach resulting in enhanced productivity during the COVID-19 pandemic
| | | Examples of Individual Achievements:
In his first 6 months as Chief Financial Officer:
•Assimilated quickly into the CFO role, creating strong connections with the Board and the rest of the management team
•Demonstrated steady leadership in optimizing the Company’s real estate and facilities strategy amid the global pandemic
•Developed new strategy for investor communications
|
Aman Bhutani | | | Mark McCaffrey | |
| | | | |
| | Target STI
Individual Component
Corporate Component(2)
Total Achievement
Total Bonus
| — $1,000,000
— 100%
— 105%
— 104%
— $1,040,000
| | | | Target STI
Individual Component
Corporate Component(2)
Total Achievement
Total Bonus
| — $420,000
— 100%
— 105%
— 104%
— $254,900(1)
|
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| | Examples of Individual Achievements:
•Assisted in the development of the resegmentation of the Company’s financials into a two pillar presentation
•Supported key investor day initiatives, including systems, analytics, accounting policies and financial reporting impacts
•Continued to drive systems integrations and infrastructure support for recent acquisitions, including Poynt and Pagely, and product launches
| | | | Examples of Individual Achievements:
In her first 6 months as Chief Legal Officer:
•Rebuilt the Company’s legal and governance functions while maintaining stability following the retirement of a long-tenured leader
•Brought on a team of highly skilled advisors to support these functions
•Established meaningful connections with the Board on important matters of corporate governance and stockholder engagement
•Became a trusted advisor to members of senior management
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Nick Daddario | | | Michele Lau | |
| | | | | | | | |
| | Target STI
Individual Component
Corporate Component
Total Achievement
Total Bonus
| — $122,000
— 100%
— 107%
— 104.9%
— $127,461
| | | | Target STI
Individual Component
Corporate Component(2)
Total Achievement
Total Bonus
| — $332,500
— 115%
— 105%
— 107%
— $168,628(1)
|
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(1)Mr. McCaffrey’s and Ms. Lau’s 2021 bonus opportunities were pro-rated based on the time each was respectively employed with us in 2021.
(2)Represents the as reduced achievement levels. See “ — Compensation Committee Discretion to Reduce Corporate Component Achievement Results” above.
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2022 CEO Individual Performance Goals
In January 2022, our Compensation Committee made certain adjustments to the individual performance metrics and factors against which Mr. Bhutani will be measured under the individual component of his 2022 STIP in his role as CEO. As in prior years, Mr. Bhutani’s 20222023 STIP will continue to beopportunity was weighted 80% based on corporate performance goals and 20% based on individual performance goals. By introducingincorporating predetermined individual performance objectives that are not tied to financial and operational performance metrics, the Compensation Committee believes it is better able to incentivize Mr. Bhutani to focus on key measures which will contribute to the Company’s strategic goals and ultimately lead to greater success of the Company and contribute to stockholder value creation. As in prior years, the Compensation Committee may continue to review Mr. Bhutani’s individual performance holistically in addition to the individual performance goals set forth below in order to determine his individual performance achievement. The Compensation Committee will the strategic corporate objectives to assess Mr. Bhutani’s individual performance achievement levels. Some of the predetermined performance factors for the individual component of Mr. Bhutani’s 2022 short-term incentive compensation include:2023 STIP include qualitative and quantitative measures applicable to the Company’s strategic objectives outlined below:
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| Stakeholder | | | | | | | | | | | Objective |
| | |
| | |
| Customer | | | Build an authentic relationship with each customer, rising to serve customers from idea to $1M in sales |
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| | Approach
| Develop and leadSecure our approach to building relationships with our customers |
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| Development and Execution | | Oversee development of approach and execution of plan to increase the customer value surplus through competitive pricing to secure our on ramponramp and disrupt new categories through increased customer surplus via value additions and competitive pricing |
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| Enterprise Focus | | Ensure enterprise focus onMaximize our customers’ commercial success through accelerated innovation in robust presence and commerce capabilities |
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| Investment for Economic Opportunity | | Provide investment to enableEnable economic opportunity for Pros and application developers by investigatinginvesting in an ecosystem |
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| Employee | | Employee Experience | Elevate the employee experience through anour unwavering commitment to our mission, oura culture of learning and our celebration ofcelebrating inclusion and belonging |
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| Stockholder | | | Deliver profitable revenue growth, manage exceptional returns on investments, and manage our key obligations, prudently taking risk and maintaining regulatory excellence |
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| Community | | Good Governance | Enable employees to makeMake a difference in our communities through good governance, and a focus on ourGoDaddy’s mission and cultureDNA |
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Following the 2023 performance period, the Compensation Committee, with insight from its independent compensation consultant, conducted its annual assessment of Mr. Bhutani’s performance against these objectives and applicable measures. Mr. Bhutani did not participate in discussions regarding his achievement levels. Following a robust discussion, the Compensation Committee approved Mr. Bhutani’s individual performance component at 100% of target. Some examples of Mr. Bhutani’s individual achievements, which contributed to his achievement of 100% of target, include:
•Customers: Led the development and launch of GoDaddy AiroTM, which proactively builds and grows our customers’ businesses with the power of AI.
•Employees: Results from GoDaddy Voice survey for “great place to work” above the technology company benchmark.
•Stockholders: Continued execution of the Company’s three-year strategy leading to profitable revenue growth for 2023.
•Community: Achievement of greenhouse gas emissions reduction goal to reduce our scope 1 and 2 emissions by 50% from a 2019 baseline.
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OTHER NEO INDIVIDUAL PERFORMANCE COMPONENTS
Following the 2023 performance period, the Compensation Committee, with insight from management, including the Chief Executive Officer, conducted its annual assessment of the quantitative and qualitative measures for each NEO’s individual performance over the year to determine individual achievement results against their pre-established goals. Following these discussions, the Compensation Committee determined that each NEO (other than Ms. Lau) achieved his or her individual performance component at 100% of target. Ms. Lau resigned from the Company effective November 17, 2023 and did not receive any payout under the 2023 STIP.
Examples of the individual performance goals achieved for each of our NEOs (other than Ms. Lau) and STIP targets and payouts for 2023 for such NEO, are set forth below:
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| Examples of Individual Achievements: •Oversaw the Company’s focus on financial discipline and cost optimization, leading to expanding margins and free cash flow •Drove the continued successful execution of the Company’s stock buyback program •Executed a strong investor relations program that has broadened our investor base and deepened investor confidence in the Company | | | | | Examples of Individual Achievements: •Enhanced execution muscle at the Company focused on innovation and driving growth in Applications and Commerce segment •Continued to optimize operational efficiency across key divisions at the Company driving margin improvement •Oversaw the delivery of new and innovative product features that led to better outcomes for our users, such as the adoption of AI through the launch of GoDaddy AiroTM •Led the creation of new product pricing and bundling initiatives that led to an increase in overall revenue |
Mark McCaffrey | | | Roger Chen | |
| | | | | | |
| Target STI Individual Component (20%) Corporate Component (80%) Total Achievement Total Bonus | 2022— $420,000 — 100% — 103% — 102.4% — $430,080 | | | Target STI Individual Component (20%) Corporate Component (80%) Total Achievement Total Bonus | — $408,798(1) — 100% — 103% — 102.4% — $418,609(1) |
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| Examples of Individual Achievements: •Successfully led the finance aspects of the Company’s restructurings and cost control initiatives •Partnered with the Treasury team to ensure completion of key initiatives including implementation of new FX strategies, refinancings and banking simplification •Supported the Company’s divisions on brand migrations and new product launches •Partnered with the Tax team on assessing and recording the Company’s $1 billion valuation allowance release
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Nick Daddario | | | | |
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| | Target STI Individual Component (30%) Corporate Component (70%) Total Achievement Total Bonus | — $136,000 — 100% — 103% — 102.1% — $138,856 | | | | |
(1)Mr. Chen’s 2023 STIP target was SGD 552,000 (80% of his annual base salary of SGD 690,000). Mr. Chen’s Target STI and Total Bonus amounts were converted to U.S. dollars according to the closing foreign exchange rate of U.S. dollar/SGD for March 28, 2024 (the date of Mr. Chen’s 2023 STIP bonus payment) of approximately $1/SGD 0.74.
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Long-Term Compensation
2021
2023 Long-Term Incentive Plan
A key component of our executive compensation program is our LTIP. We structure the LTIP to include equity and equity-based awards that are designed to align with and promote our core compensation principles, including providing pay that rewards performance against rigorous metrics, is competitive, fair equitableand competitivepay equitableto motivate, retain and recruit our key employees, including our NEOs, thatrewards performance against rigorous metrics and promotes stockholder value by aligning the interests of our executives with those of our stockholders and respondsto our stockholders.
20212023 LTIP AwardsAWARDS
Our 2021The Compensation Committee reviews our LTIP consistedawards on an annual basis. The 2023 LTIP for each of performance-based restricted stock units (“our NEOs (other than Mr. Daddario) provided for (i) 50% of the value to be granted in the form of PSUs”) that are earnedvest based on a three-yearthe achievement of our rTSR metricmeasured against the Nasdaq Internet Index over a three-year performance period and time-vesting restricted stock units (“(ii) 50% of the value to be granted in the form of RSUs”).
that time-vest over four years with a one-year cliff as to 25% of the RSUs and quarterly vesting for the remaining 75% thereafter. As a NEO, but not a member of our leadership team, Mr. Daddario received 100% of the value of his 2023 LTIP award in RSUs that time-vest quarterly over three years. The Compensation Committee approved these LTIP awards after a detailed discussion and analysis of market data on LTIP awards from our peer group as well as an internal discussion of each of our NEOs’ roles and responsibilities. The table below sets forth the number of shares of our Class A common stock underlying grants of RSUs and PSUs granted to our NEOs in 2021. Our LTIP provides for 50% of the LTI value to be granted in the form of RSUs that service-vest over four years with a one-year cliff as to 25% of the RSUs and quarterly vesting for the remaining 75% thereafter, and 50% of the LTI value to be granted in the form of PSUs that vest based on the achievement of a rTSR metric over a three-year performance period, as described below. In addition, (i) upon the commencement of their employment with us in 2021, Mr. McCaffrey and 2023.
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| Name | Total Award Value ($)(2) | Number of Target PSUs Granted | Number of RSUs Granted(3) |
| Aman Bhutani | 10,000,000 | | 65,288 | | 65,288 | |
| Mark McCaffrey | 4,000,000 | | 26,116 | | 26,116 | |
| Roger Chen | 4,000,000 | | 26,116 | | 26,116 | |
| Nick Daddario | 540,000 | | — | | 7,052 | |
Michele Lau(1) | 3,000,000 | | 19,587 | | 19,587 | |
(1)Ms. Lau each received an additional RSU grant to make up forresigned from the portion of the annual bonuses they respectivelyCompany effective November 17, 2023 and forfeited when leaving their prior positionsher 2023 LTIP award and (ii)all other unvested equity awards as part of a review process for our non-executive leadership team members to promote retention and stability of critical talent in light of inflationary market pressures, Mr. Daddario received an additional RSU grant in November 2021. Mr. Winborne and Ms. Kelly became ineligible to receive grants under the LTIP in 2021 upon their termination and pursuant to their respective separation agreements.result thereof.
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| Name | Total Award Value ($)(1) | Number of Target PSUs Granted | Number of RSUs Granted(1) |
| Aman Bhutani | 10,000,000 | 60,477 | 60,477 |
| Mark McCaffrey | 8,000,000 | 24,290 | 72,870(2) |
| Nick Daddario | 625,000 | 2,420 | 5,636(3) |
| Michele Lau | 5,500,000 | 14,966 | 50,885(4) |
(1)(2)The award value was converted into a number of shares based on the volume weighted average trading price for the 30 days ending on the last trading day of the month prior to the grant date. The award value reflects the intended value of the NEO’s awards approved by the BoardCompensation Committee in 2021early 2023 and is not the same as the value reported for the NEO for 20212023 in the “Equity“Stock Awards” column in the Summary Compensation Table.
(2)Consists of(3)RSUs vest (i) 24,290 RSUs that vest over four years with a one-year cliff as to 30% of the RSUs on July 1, 2022 and quarterly vesting for the remaining 70% thereafter and (ii) 48,580 RSUs that vest in four equal semiannual installments beginning on January 1, 2022.
(3)Consists of (i) 2,420 RSUs that vesteach NEO other than Mr. Daddario, over four years with a one-year cliff as to 25% of the RSUs on March 1, 20222024 and quarterly vesting for the remaining 75% thereafter and (ii) 3,216 RSUs that vest in two equal installmentsfor Mr. Daddario, quarterly over three years beginning on each of NovemberJune 1, 2022 and 2023.
(4)Consists of (i) 14,966 RSUs that vest over four years with a one-year cliff as to 30% of the RSUs on August 1, 2022 and quarterly vesting for the remaining 70% thereafter and (ii) 35,919 RSUs that vest in two equal installments on each of August 1, 2022 and 2023.
2021 PSUs.Beginning in 2020, we included PSUs as a key component of our overall LTIP. These PSUs are earned and eligible to vest based on our achievement of our rTSR performance metric. We chose to implement an rTSR performance metric for our PSUs in order to more closely align our executives’ compensation to stockholder returns, and to reward superior performance while maintaining a retentive element through time-based vesting requirements. We believe the Nasdaq Internet Index is the appropriate comparator group for these awards because the index provides a sufficient number of comparator companies and represents a significant majority of companies with which the Company competes for stockholder capital.
For PSUs granted in 2021,2023, the rTSR performance period began on January 1, 20212023 and ends on December 31, 2023,2025, and any earned PSUs will vest subject to the executive’s continued employment with us through March 1, 2024. Consistent2026. The chart below illustrates the payout curve with past years, achievement of target levels requires median performance at the 50th percentile ofrespect to the rTSR comparator group. In addition, the number of shares earnedperformance metric for the rTSR portion ofPSUs granted in 2023, as measured against the award is capped at 200% of target and no shares are earned if rTSR for the three-year performance period falls below the 25th percentile of the rTSR comparator group.Nasdaq Internet Index.
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| rTSR Percentile Rank | | Payout Percentage |
| 85th and above | | 200% |
50th | | 100% |
25th | | 50% |
Below 25th | | —% |
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Prior Year Long-Term Incentive GrantsAchievement of 2021 PSUs
For PSUs granted in February 2021 with a performance period of January 1, 2021 through December 31, 2023, PSUs were eligible to be earned from 0% to 200% of the target amount granted based on the achievement of our rTSR performance against the Nasdaq Internet Index, following the same payout curve applicable to PSUs granted in 2023 as described above.
Following the end of 2023, the Compensation Committee, in consultation with management, reviewed our achievement against the performance goal and determined that rTSR was achieved at an 86.3 percentile rank, resulting in a payout percentage of 200%. The following table sets forth the number of such PSUs that were earned by each of our NEOs for the performance period of January 1, 2021 through December 31, 2023, which vested on March 1, 2024.
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| Name | Number of Shares Acquired on Vesting (#) | | Value Realized on Vesting ($)(2) |
| Aman Bhutani | 120,954 | | | 13,754,889 | |
| Mark McCaffrey | 48,580 | | | 5,524,518 | |
| Roger Chen | 39,310 | | | 4,470,333 | |
| Nick Daddario | 4,840 | | | 550,405 | |
Michele Lau(1) | — | | | — | |
(1)Ms. Lau resigned from the Company effective November 17, 2023 and forfeited her 2023 LTIP awards and all other unvested equity awards as a result thereof.
(2)The value realized on vesting of PSUs is calculated based on the closing market price of our common stock on March 1, 2024 ($113.72).
Achievement of CEO 2019 Legacy PSUs
Prior to 2020, our long-term incentive compensation program included grants of PSUs thateligible to vest based on the achievement of annual performance metrics (bookings and uFCF targets) during each year of a four-year performance period, subject to the executive’s continued employment with us through each vesting date. Accordingly,date (“Legacy PSUs”). Upon his appointment as Chief Executive Officer in September 2019, Mr. Bhutani was granted Legacy PSUs vesting in four successive annual tranches, with the final tranche vesting based on the Company’s achievement of performance goals for PSUs that were granted in 20162023 and Mr. Bhutani’s continued employment with us through 2019 and remain outstanding, a number of PSUs continue to be eligible to vest during each year of the remaining performance period.applicable vesting date. For accounting purposes, such Legacy PSUs are deemed to be granted in the year in which our BoardCompensation Committee establishes the applicable annual performance metrics, as reflected in Footnote 2 to the Summary Compensation Table below. For 2021,metrics.
The final tranche of these Legacy PSUs werewas eligible to vest based on our achievement at the same levels of the same metrics underlying the corporate performance component of our 2023 STIP, namely bookings, revenue, NEBITDA and uFCF, with such metrics weighted equally at least $4.210 billion in bookings25% each and at least $945.0 million in uFCF,the number of shares earned for such Legacy PSUs subject to a vesting cap of 100% of target. As described under “2023 Short-Term Incentive Plan” beginning on Page 52 above, the applicable executive officer's continued service with us through the vesting date. Bookings and uFCF are definedCompany’s performance against such metrics resulted in the same manner as our 2021 cash bonus plan, as described above. Following the endan aggregate achievement percentage of 2021, the Compensation Committee, in consultation with management, reviewed our achievement against these performance objectives and determined that we achieved bookings of $4.232 billion (resulting in 102.1% achievement103% for the bookingscorporate performance goal)component of our 2023 STIP. This level of performance and uFCFthe application of $960.0 million (resulting in 111.5% achievement for the uFCF performance goal), resultingsuch vesting cap resulted in the vesting of 100% of the applicable tranche of such Legacy PSUs for 2021.2023.
The following table sets forth the number of such Legacy PSUs that were earned for 2023 for Mr. Bhutani, which vested during 2021 for Messrs. Bhutani and Winborne and Ms. Kelly, who, due to their tenure with us prior to 2020, held PSUs under the prior LTI program.on February 29, 2024.
| | Name | Name | Number of Shares Acquired on Vesting (#) | Value Realized on Vesting ($) | Name | Number of Shares Acquired on Vesting (#) | | Value Realized
on Vesting ($) |
| Aman Bhutani | Aman Bhutani | 24,924 | 2,108,820 |
| Raymond Winborne | 8,254 | 698,371 |
| Nima Kelly | 8,286 | 620,590 |
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Compensation Decisions For 2024
Following its annual review of the compensation of our executive officers as described above under “Compensation Decision-Making Process” and with the input of its independent compensation consultant, Semler Brossy, in early 2024 our Compensation Committee (i) approved no changes to base salaries for our NEOs for 2024, (ii) determined to maintain 2024 STIP target percentages for our NEOs at their 2023 levels and (iii) approved 2024 LTIP grants to our NEOs as set forth in the table below.
The 2024 LTIP for each of our NEOs (other than Mr. Daddario) provides for (i) 50% of the value to be granted in the form of PSUs that vest based on the achievement of our rTSR measured against the Nasdaq Internet Index over a three-year performance period, following the same payout curve applicable to PSUs granted in 2023 as described above and (ii) 50% of the value to be granted in the form of RSUs that time-vest quarterly over 3 years. As a NEO, but not a member of our leadership team, Mr. Daddario received 100% of the value of his 2024 LTIP award in RSUs that time-vest quarterly over 3 years.
The Compensation Committee approved these LTIP awards after a detailed discussion and analysis of market data on LTIP awards from our peer group as well as an internal discussion of each of our NEOs’ roles and responsibilities. The Compensation Committee determined to begin applying a three-year quarterly vesting schedule to RSUs granted to all NEOs starting in 2024 based on input and benchmarking data provided by its independent compensation consultant, Semler Brossy, and to align annual LTIP grant vesting schedules across the Company. The table below sets forth the number of shares of our Class A common stock underlying grants of RSUs and PSUs made to our NEOs in 2024.
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| Name | Total Award Value ($)(1) | Number of Target PSUs Granted(2) | Number of RSUs Granted(3) |
| Aman Bhutani | 12,500,000 | | 59,015 | | 59,015 | |
| Mark McCaffrey | 5,000,000 | | 23,606 | | 23,606 | |
| Roger Chen | 5,000,000 | | 23,606 | | 23,606 | |
| Nick Daddario | 465,000 | | — | | 4,392 | |
(1)The award value was converted into a number of shares based on the volume weighted average trading price for the 30 days ending on the last trading day of the month prior to the grant date. The award value reflects the intended value of the NEO’s awards approved by the Compensation Committee in early 2024.
(2)For PSUs granted in 2024, the rTSR performance period began on January 1, 2024 and ends on December 31, 2026, and any earned PSUs will vest subject to the executive’s continued employment with us through March 1, 2027
(3)RSUs vest quarterly over three years beginning on June 1, 2024.
Chief Strategy & Legal Officer Compensation and New Hire Awards
In February 2024, we announced that Jared Sine would be joining GoDaddy as Chief Strategy & Legal Officer. Before joining us, Mr. Sine spent almost eight years at Match Group and served as Chief Business Affairs & Legal Officer since March 2021, overseeing privacy, safety and social advocacy, compliance, government affairs, corporate governance, general legal, aspects of corporate strategy, and mergers and acquisitions. Mr. Sine’s new hire compensation package includes: (i) an annual base salary of $500,000; (ii) a 2024 STIP target percentage equal to 80% of base salary; (iii) equity awards with an aggregate target grant date value of $10 million to secure his employment, make him whole for forfeited compensation and reflect that he would not be eligible for a 2024 annual LTIP grant (as described below); and (iv) other employee benefits consistent with those provided to similarly situated employees. In 2025, Mr. Sine will be eligible for an annual grant under the 2025 LTIP with a target grant date value of $4 million, which will be subject to the same breakdown of PSUs and RSUs and other terms and conditions as those approved by the Compensation Committee for 2025 LTIP grants made to other members of the Company’s executive leadership team.
Mr. Sine’s new hire equity awards included two grants of RSUs, one vesting over a two-year period with a target grant date value of $4.0 million to directly offset a portion of the equity value he forfeited, and the other vesting over a four-year period with a target grant date value of $3.6 million to offset the remainder of the equity value he forfeited and reflect the fact that he would not be eligible for a 2024 annual LTIP grant. In addition, given he would not be eligible for a 2024 annual LTIP grant and to ensure he was aligned with the rest of the executive leadership team, Mr. Sine was awarded a grant of PSUs with a target grant date value of $2.4 million that is subject to the same terms and conditions as those approved by the Compensation Committee for annual 2024 LTIP grants of PSUs made to the Company’s executive leadership team as described above. The awards were instrumental to the recruitment of Mr. Sine and were determined by our Compensation Committee, which considered the equity value he forfeited by leaving his former employer to join the Company, the scope of his role at GoDaddy, his individual qualifications and prior experience as well as alignment of his interests with those of our stockholders and meeting our retention objectives.
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Other Compensation Policies and Practices
Additional Pay Elements
In addition to the primary compensation components described above, our executives’ total compensation packages include the broad-based employee benefits and executive severance benefits described below.
NEO perquisites and personal benefits
We do not provide excessive perquisites to our NEOs. However, in light ofconsidering the rising threat of personal cyber attackscyber-attacks targeted at corporate executives due to their level of access, their financial and reputational status and their use of digital devices for remote work, we cover the costs of cybersecurity protection for certain of our NEOs, including our CEO. These payments are delineateddescribed in Footnote 54 to the Summary Compensation Table.
In addition, in connection with the hiring of Mr. McCaffrey and Ms. Lau in 2021, we provided a sign-on bonus to Mr. McCaffrey of $250,000 and a relocation assistance payment to Ms. Lau of $100,000 (grossed up for applicable taxes) to assist with her relocation expenses. Our CEO and Board determined that these payments were appropriate in light of the candidates’ anticipated titles and positions.
Broad-based employee benefits
Our compensation program for our executive officers, including our NEOs, includes benefits generally available to our other full-time employees. Offering these employee benefits serves to attract and retain our employees, including our NEOs. We periodically review our employee benefits programs in order to ensure they continue to serve these purposes and remain competitive.
We maintain a tax-qualified Section 401(k) retirement savings plan for our NEOs and otherU.S. employees who satisfy the eligibility requirements. Under this plan, participants may elect to make pre-tax or Roth contributions of up to a certain portion of their current compensation, not to exceed the applicable statutory income tax limitation. Currently, we provide matching contributions made by participants in the plan up to a maximum of 3.5% of eligible compensation annually, subject to limitations in our 401(k) plan applicable to highly compensated employees. We intend for the plan to qualify under Section 401(a) of the U.S. Internal Revenue Code of 1986, as amended (the “Code”), enabling contributions by participants to the plan, and income earned on plan contributions, to not be taxable to participants until withdrawn from the plan. Additional benefits provided to our U.S. employees including NEOs, consist of medical, dental, vision, short-term disability, long-term disability and life insurance benefits, and flexible spending accounts. Our U.S.-based NEOs receive these benefits on the same basis as our other full-time U.S. employees. Our NEOs are also eligible to participate in our employee stock purchase plan, which is a purchase plan that allows our U.S. and non-U.S. employees to purchase shares at a discount on specified purchase dates during the year, on the same terms as other U.S. employees.
Post-terminationEmployment agreements and post-termination severance and change in control benefits
Mr. Bhutani entered into an employment agreement with us that provides for certain payments and benefits upon certain terminations of employment with us, both in connection with and not related to a change in control. The terms of Mr. Bhutani’s employment agreement are set forth in the section titled “Potential and Actual Payments Upon Termination or Change in Control.”
On May 1, 2021, our Board adopted a form of change in control and severance agreement (a “CIC and Severance Agreement”) for certain executive officers and key employees designated by the Compensation Committee to be party to such an agreement. Each of our NEOs (other than Mr. Bhutani, whose severance terms are set forth in his employment agreement, and Mr. Winborne and Ms. Kelly, each of whom entered into transition agreements with us in connection with their retirements) has entered into a CIC and Severance Agreement. These agreements provide assurances of specified severance benefits to each such NEO whose employment is subject to involuntary termination other than for cause or voluntary termination for good reason. We believe it is important to provide such individuals with severance benefits upon certain qualifying terminations of employment to secure their continued dedication to their work, without the distraction of negative economic consequences of potential termination. We believe these severance benefits, as compared with similarly situated individuals at companies with which we compete for talent, are appropriate since the benefits are subject to the executive officer’s entry into a release of claims in our favor. For more detail, see the section titled “Potential and Actual Payments Upon Termination or Change in Control.”
In addition, in connection with the announcement of the retirements of Mr. Winborne and Ms. Kelly in February 2021, we and certain of our affiliates entered into transition agreements with these NEOs, which provide for certain separation benefits. For more detail, see the section titled “Potential and Actual Payments Upon Termination or Change in Control.”
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Independent Compensation Consultant
Under our Compensation and Human Capital Committee Charter, the Compensation Committee has the authority to engage a compensation consultant to assist in evaluating executive officer compensation. The Compensation Committee retained Compensia, Inc. as its independent compensation consultant. Compensia assists the Compensation Committee and the Board in providing peer group analyses, competitive market data and compensation reports to inform their judgment about executive compensation decisions and related matters. Compensia reports directly to our Compensation Committee and not to management, is independent and provides no other services to the Company. Each year, the Compensation Committee evaluates the independence of its compensation consultant to determine whether the services provided by the consultant raise any conflicts of interest. In 2021, the Compensation Committee evaluated the independence of Compensia and determined that no conflict of interest existed.
Peer Group
The Compensation Committee annually reviews the composition of our peer group used to compare and review the compensation paid to our executives against the competitive market and inform our compensation program design. In determining the appropriate composition of the peer group, the Compensation Committee takes into account changes in both our business and the businesses of the peer companies that comprise the group. After consultation with Compensia, the Compensation Committee approved the following peer group for 2021 executive compensation decisions:
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•Akamai Technologies, Inc.
•Citrix Systems, Inc.
•Dropbox, Inc.
•Electronic Arts, Inc.
•Endurance International, Inc.
•ETSY, Inc.
•HubSpot, Inc.
•IAC/InteractiveCorp
•J2 Global
•NortonLifeLock, Inc.
| •RealPage, Inc.
•Shopify, Inc.
•Square, Inc.
•Twitter, Inc.
•Verisign, Inc.
•Wayfair, Inc.
•Wix.com, Ltd.
•Workday, Inc.
•Zillow, Inc.
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The companies in this compensation peer group were selected on the basis of their similarity to us in size, industry focus and trajectory, including: (i) similar revenue size - approximately 0.3x to 3.0x our revenue in our previous four fiscal quarters of approximately $3.1 billion; (ii) similar market capitalization - approximately 0.25x to 4.0x our market capitalization of $12.3 billion as of August 19, 2020; (iii) industry and business alignment; and (iv) similar revenue growth and adjusted EBITDA margins.
Employment Agreements
We consider maintaining a stable and effective management team, through entry into competitive employment agreements and offer letters, to be essential to protecting and enhancing the best interests of our Company and stockholders. In 2019, we entered into an employment agreement with Mr. Bhutani in connection with his hiring that provides terms that we believe offers a competitive compensation packagespackage that serves to retain and incentivize him to perform at the highest levels. In addition,Mr. Bhutani’s employment agreement also provides for certain payments and benefits upon certain terminations of employment with us, both in connection with and not related to a change in control. The terms of Mr. Bhutani’s employment agreement are set forth below in the section titled “Potential and Actual Payments Upon Termination or Change in Control.”
Similarly, in connection with their hiring in 2021, we entered into offer letters with each of Mr. McCaffrey and Ms. Lau, which provide standard employment and compensation terms and conditions. SeeWe entered into employment agreements with Mr. Chen in January 2022 and July 2022 in connection with his appointment as Chief Operating Officer and his relocation from China to Singapore, respectively, the latter of which includes standard employment and compensation terms and conditions consistent with such terms and conditions in Singapore. In connection with his appointment as the Company’s Chief Strategy & Legal Officer, we entered into an employment letter with Mr. Sine in February 2024 as described under “Compensation Decisions for 2024—Chief Strategy & Legal Officer Compensation and New Hire Awards” above.
In addition, our Board has adopted a form of change in control and severance agreement (a “CIC and Severance Agreement”) for certain executive officers and key employees designated by the Compensation Committee to be party to such an agreement. These agreements provide assurances of specified severance benefits to each such individual whose employment is subject to involuntary termination other than for cause or voluntary termination for good reason. We believe it is important to provide such
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individuals with severance benefits upon certain qualifying terminations of employment to secure their continued dedication to their work, without the distraction of negative economic consequences of potential termination. We believe these severance benefits, as compared with similarly situated individuals at companies with which we compete for talent, are appropriate since the benefits are subject to the individual’s entry into a release of claims in our favor. For more detail, see the section below titled “Potential and Actual Payments Upon Termination or Change in Control” below for a description of the payments and benefits that are payable under these arrangements in connection with a termination of employment or change in control.Control.”
Risk Assessment and Compensation Practices
Our management annually assesses and discusses with ourthe Compensation Committee our compensation policies and practices for our employees as they relate to our risk management,management. The Compensation Committee also retains its independent compensation consultant, Semler Brossy, to review such policies and basedpractices and participate in such assessment. Based upon this assessment, we believe forthat the following reasons, anyelements of our compensation program ensure that risks arising from such policies and practices are not reasonably likely to have a material adverse effect on us in the future:
•ourcompetitive pay packages with a balance of fixed/variable and cash/equity compensation elements that are approved by the Compensation Committee each year;
•balanced annual incentive compensation plan reflects a pay forprogram performance philosophy rewarding NEOsmetrics focused on top-line (bookings and other eligible employees for achievementrevenue) and bottom-line (NEBITDA and uFCF) results, along with inclusion of individual performance targets,goals;
•payout caps on annual incentive program and historically, we reserve the payment of discretionary bonuses for extraordinary performancePSU awards;
•equity grants to senior management that are diversified between time- and achievement;
•our equity awards generallyperformance-based restricted stock units and include multi-year vesting schedules requiring long-term employee commitment;
•PSUs focused on relative performance against index of similar peers mitigating risk of payout for underperformance relative to peers;
•robust stock ownership guidelines for our directors and executive officers;
•we regularly monitor short-compensation recovery policies, both as required by SEC and long-termNYSE rules and that would allow us to recover compensation practices to determine whether management's objectives are achieved.under additional circumstances; and
•double-trigger change-in-control severance benefits and non-change-in-control severance provisions for executives.
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Insider Trading Policy
We have an Insider Trading Policy that prohibits directors, officers, employees and agents (e.g., consultants and independent contractors) from:
•trading (or advising others to trade) our securities from the time such individuals obtain material, non-public information until that information has been publicly disclosed;disclosed or is no longer deemed material;
•trading in the shares of other companies about which such individuals learn material, non-public information through the course of their relationship with us;
•for employees, officers or directors of the Company, engaging in transactions in publicly traded options, such as putputs and calls, and other derivative securities with respect to our securities, including hedging or similar transactions designed to decrease the risks associated with holding our securities;
•engaging in short sales with respect to our securities; and
•for any such individuals who are required to comply with Section 16 of the Exchange Act or the blackout periods or pre- clearancepre-clearance requirements under the Insider Trading Policy (which includes all of our NEOs that are currently employed by us), pledging Company securities as collateral for loans.
10b5-1 Trading Plans
In accordance with our Insider Trading Policy, our officers and directors may also choose to enter into 10b5-1 trading plans in the future. We do not undertake any obligation to report 10b5-1 trading plans that may be adopted by any of our officers and directors in the future, or to report any modifications or terminations of any publicly announced plan, except to the extent required by applicable laws. As of the Record Date, one of our executive officers and none of our directors were parties to 10b5-1 trading plans.
Anti-Hedging and Pledging Policy
Directors, officers and employees are prohibited from engaging in transactions in publicly-tradedpublicly traded options, such as puts and calls, and other derivative securities with respect to the Company’s securities. This prohibition extends to any hedging or similar transaction designed to decrease the risks associated with holding Company securities.
In addition, directors, officers and certain other executives may not pledge Company securities under any circumstances, including by purchasing Company securities on margin or holding Company securities in a margin account, or pledging securities as collateral for loans.
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Compensation Recovery PolicyPolicies
We haveIn March 2019, we adopted aan Incentive Compensation Recovery Policy (the “clawback policy”) pursuant to which weour Compensation Committee may seek the recovery of cash incentive compensation and performance-based equity compensation paid by us. The clawback policy appliesus to our CEO and anyother Section 16 executive officers during the relevant period. The clawback policy provides that ifperiod if: (i) we restate our financial statements as a result of a material error; (ii) the amount of cash incentive compensation or performance-based equity compensation that was paid or is payable based on the achievement of specific financial results paid to a participantan executive would have been less if the financial statements had been correct;correct at the time the amount of such compensation was determined; (iii) no more than three years have elapsed since the original filing date of the financial statements upon which the incentivesuch compensation was determined; and (iv) our Board or Compensation Committee unanimously concludes, in its sole discretion, that fraud or intentional misconduct or gross negligence by such participantexecutive caused the material error that led to the restatement and it would be in our best interests to seek from such participantexecutive recovery of the excess compensation then our Compensation Committee may,originally paid or payable over the amount that would have been paid if determined in its sole discretion, seek repayment fromaccordance with the restated financial statements; and (v) such participant, and only if such participant wasexecutive is found to be directly responsible for the compensation recovery trigger.
In June 2023, we adopted a Financial Statement Compensation Recoupment Policy in accordance with the requirements of SEC and NYSE rules, which provides for the recoupment of certain incentive-based compensation received by our CEO and other Section 16 executive officers on and after October 2, 2023 in the event of an accounting restatement resulting from material noncompliance with financial reporting requirements under federal securities laws. The amount of incentive-based compensation recovered will be the amount by which the incentive-based compensation received by the executive during the three fiscal years preceding the date on which the Board or our Compensation Committee determines that a financial restatement is required exceeds the amount that would have been received if it had been calculated based on the financial restatement.
Equity Ownership Guidelines for Our Executive Officers
We have adoptedmaintain equity ownership guidelines applicable to our CEO and other executive officers. These guidelines provide that each executive officer is expected to attain a minimumand maintain equity interest ownership with a minimum value equal to two times (or six times, in the case of our CEO) his or her annual base salary (not including any bonus payments or equity grants) as follows: (i) for our existing executive officers, by December 31, 2025, and then throughout such officer'sofficer’s employment; and (ii) for any new executive officers, by the fifth anniversary of the date he or she commences employment, and then throughout such executive officer'sofficer’s employment.
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In determining if an executive officer has satisfied the equity ownership guidelines, all shares of (or equity exchangeable for) the Company’s Class A common stock beneficially owned by the executive officer, or to which the executive officer is otherwise entitled, are taken into consideration. Shares underlying unexercised stock options and unvested equity awards are not taken into consideration. As of December 31, 2021,2023, all of our executive officers are either in compliance with the equity ownership guidelines or are on track to comply with the equity ownership guidelines within the applicable time periods. The Compensation Committee is responsible for administeringadministers the equity ownership guidelines applicable to our executive officers.
Tax Considerations
We have not provided any of our executive officers or directors with a gross-up or other reimbursement for tax amounts the individual might pay pursuant to Code Section 280G or Code Section 409A. Code Section 280G and related Code sections provide that executive officers, directors who hold significant stockholder interests and certain other service providers could be subject to significant additional taxes if they receive payments or benefits in connection with a change in control exceeding certain limits, and that we or our successor could lose a deduction on the amounts subject to the additional tax. Code Section 409A also imposes significant taxes on the individual in the event an executive officer, director or other service provider receives "deferred compensation"“deferred compensation” not meeting the requirements of Code Section 409A.
Based on the limitations imposed by Code Section 162(m), publicly traded companies generally may receive a federal income tax deduction for compensation paid to their chief executive officers and to certain of their other current and former highly compensated officers that qualify as "covered employees"“covered employees” within the meaning of Code Section 162(m) only if the compensation is less than $1,000,000 per person during any calendar year.
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These Code Section 162(m) limitations shall apply unless the compensation is paid pursuant to a written binding contract in effect on December 20, 2019 (and not materially modified after that date) or the compensation was paid on or before December 18, 2020.
In approving the amount and form of compensation for our executive officers in the future, we expect to consider the cost to us of providing such compensation, including the potential impact of Code Section 162(m), as well as our need to maintain flexibility in compensating executive officers in a manner designed to promote our goals. Our Board or the Compensation Committee, as applicable, may, in its judgment, authorize compensation payments that will or may not be deductible when it believes that such payments are appropriate to attract, retain or motivate executive talent.
Accounting Considerations
Accounting rules require us to measure the compensation expense for all share-based compensation awards made to our employees and directors, including stock options, RSUs, PSUs and other stock-based awards, based on the "grant“grant date fair value"value” of these awards. This calculation is performed for accounting purposes and reported in the compensation tables below, even though our NEOs may never realize any value from their awards. These rules also require us to recognize the "compensation cost"“compensation cost” of our share-based compensation awards in our statements of operations over the period that the employee or director is required to render service in order to vest in the award.
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Compensation and Human Capital Committee Report
The Compensation and Human Capital Committee has reviewed and discussed with management the Compensation Discussion and Analysis provided above. Based on its review and discussions, our Compensation and Human Capital Committee has recommended to our Board that this Compensation Discussion and Analysis be included in this Proxy Statement.
Respectfully submitted by the members of the Compensation and Human Capital Committee:
Brian Sharples (Chair)
Herald ChenCaroline Donahue
Leah Sweet
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Executive Compensation Tables
Summary Compensation Table
The following table provides information regarding the total compensation for services rendered in all capacities earned by our NEOs who servedfor 2023, 2022 and, as executive officers duringapplicable, 2021:
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| Name and Principal Position | Year | Salary ($) | Bonus ($)(1) | Stock Awards ($)(2) | Option Awards ($)(3) | Non-Equity Incentive Plan Compensation ($)(4) | All Other Compensation ($)(5) | Total ($) |
Aman Bhutani, Chief Executive Officer | 2021 | 1,000,000 | — | 13,237,276 | — | 1,040,000 | 13,314 | 15,290,590 |
| 2020 | 1,000,000 | — | 1,663,428 | — | 1,000,000 | 7,500 | 3,670,928 |
| 2019 | 326,027 | 1,000,000 | 6,334,620 | 6,332,801 | 315,595 | 1,538 | 14,310,581 |
Mark McCaffrey, Chief Financial Officer(6) | 2021 | 298,846 | 250,000 | 8,672,016 | — | 254,900 | 5,593 | 9,481,355 |
Nick Daddario, Chief Accounting Officer | 2021 | 303,692 | — | 676,948 | — | 127,461 | 7,673 | 1,115,774 |
| 2020 | 296,270 | — | — | — | 118,508 | 7,500 | 422,278 |
Michele Lau, Chief Legal Officer and Corporate Secretary(7) | 2021 | 219,231 | — | 6,172,359 | — | 168,628 | 145,738 | 6,705,956 |
Raymond Winborne, Former Chief Financial Officer | 2021 | 268,558 | — | 648,929 | — | — | 270,000 | 1,187,487 |
| 2020 | 518,784 | — | 7,867,252 | — | 518,784 | 7,500 | 8,912,320 |
| 2019 | 500,000 | — | 4,333,271 | 1,260,128 | 484,000 | 7,500 | 6,584,899 |
Nima Kelly, Former Chief Legal Officer, Executive Vice President and Secretary | 2021 | 385,789 | — | 141,123 | — | — | 1,915,409 | 2,442,321 |
| 2020 | 518,784 | — | 3,359,525 | — | 469,057 | 7,568 | 4,354,934 |
| 2019 | 500,000 | — | 2,835,760 | 540,047 | 290,400 | 7,566 | 4,173,773 |
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| Name and Principal Position | Year | Salary ($) | | Bonus ($)(1) | Stock Awards ($)(2) | | | Non-Equity Incentive Plan Compensation ($)(3) | All Other Compensation ($)(4) | | Total ($) |
Aman Bhutani, Chief Executive Officer | 2023 | 1,000,000 | | — | 13,827,459 | | | 1,024,000 | 25,758 | | 15,877,217 |
| 2022 | 1,000,000 | | — | 16,829,370 | | | 600,000 | 216,520 | | 18,645,890 |
| 2021 | 1,000,000 | | — | 13,237,276 | | | 1,040,000 | 13,314 | | 15,290,590 |
Mark McCaffrey, Chief Financial Officer | 2023 | 525,000 | | — | 4,761,208 | | | 430,080 | 17,125 | | 5,733,413 |
| 2022 | 525,000 | | — | 5,909,148 | | | 252,000 | 22,826 | | 6,708,974 |
| 2021 | 298,846 | | 250,000 | 8,672,016 | | | 254,900 | 5,593 | | 9,481,355 |
Roger Chen, Chief Operating Officer | 2023 | 513,905 | (5) | 97,778 | 4,761,208 | | | 418,609 | — | | 5,791,500 |
| 2022 | 496,393 | (5) | — | 6,005,449 | | | 242,465 | 178,273 | | 6,922,580 |
Nick Daddario, Chief Accounting Officer | 2023 | 340,000 | | — | 533,131 | | | 138,856 | 8,548 | | 1,020,535 |
| 2022 | 330,712 | | — | 582,535 | | | 90,133 | 7,879 | | 1,011,259 |
| 2021 | 303,692 | | — | 676,948 | | | 127,461 | 7,673 | | 1,115,774 |
Michele Lau, Chief Legal Officer and Corporate Secretary (6) | 2023 | 451,923 | | — | 3,570,906 | | (6) | — | 16,924 | | 4,039,753 |
| 2022 | 493,365 | | — | 4,431,861 | | | 230,014 | 19,290 | | 5,174,530 |
| 2021 | 219,231 | | 25,000 | 6,172,359 | | | 168,628 | 145,738 | | 6,730,956 |
(1)The amounts in the “Bonus” column reflect sign on bonuses(i) for Mr. McCaffrey, a sign-on bonus paid in connection with his hiring in 2021, (ii) for Mr. Chen, an award paid in March 2024 for acknowledged out-performance as part of our CEO’s annual year-end review of exceptional employee performances in 2023, which amount was converted to U.S. dollars according to the respective NEO’s hiring.closing foreign exchange rate of U.S. dollar/SGD for March 28, 2024 (the date Mr. Chen was paid such award) of approximately $1/SGD 0.74 and (iii) for Ms. Lau, an award paid in April 2022 for acknowledged out-performance as part of our CEO’s annual year-end review of exceptional employee performances in 2021.
(2)The amounts in the “Stock Awards” column reflect the aggregate grant date fair value of stock awards granted (or considered granted for accounting purposespurposes) during the applicable year, computed as described in Note 2 to our audited financial statements which are included in our 20212023 Annual Report on Form 10-K.10-K in accordance with ASC 718. As required by SEC rules, the amounts shown exclude the impact of estimated forfeitures related to service-based vesting conditions. These amounts do not reflect the actual value realized or realizable by the NEO with respect to these awards, which value is only determinable after the shares underlying the applicable award vest. Assuming maximum achievement of the performance conditions for PSUs (including Legacy PSUs in the case of Mr. Bhutani) granted (or considered granted for accounting purposespurposes) in 2021,2023, the total values of the PSUs at their respective grant dates were as follows: $14,838,707$15,858,568 for Mr. Bhutani, $5,552,208$5,573,677 for Mr.Messrs. McCaffrey $515,363 for Mr. Daddario, $3,579,269and Chen and $4,180,258 for Ms. Lau, $648,929 for Mr. Winborne and $141,123 for Ms. Kelly.
PSUs granted in 2016 through 2019 were subject to three successive one-year performance periods (see “Prior Year Long-Term Incentive Grants”). Lau.
The following table lists the number and grant date fair value of Legacy PSUs that were considered granted for accounting purposes to (i) Mr. Bhutani in each of 2023, 2022 and 2021 and (ii) Mr. Chen in 2022, in each case based on the performance targets established by our Compensation Committee in each year. See “—Long-Term Compensation—Achievement of CEO 2019 Legacy PSUs” above. For Mr. Chen, we are only providing information for 2022 as he did not receive any Legacy PSUs that were considered granted for accounting purposes in each of 2021, 20202023 and 2019he was not a NEO prior to 2022.
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| 2023 | | 2022 | | 2021 |
| Name | PSUs Considered Granted (#) | | Grant Date Fair Value ($) | | PSUs Considered Granted (#) | | Grant Date Fair Value ($) | | PSUs Considered Granted (#) | | Grant Date Fair Value ($) |
| Aman Bhutani | 24,923 | | | 1,924,803 | | | 24,924 | | | 2,056,728 | | | 24,924 | | | 1,959,525 | |
| Roger Chen | N/A | | N/A | | 1,167 | | | 96,301 | | | N/A | | N/A |
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(3)For 2023, represents annual performance-based bonuses earned under the 2023 STIP based on the achievement of performance targets established by our Boardgoals, as described under “—Annual Compensation—2023 Short-Term Incentive Plan” above, which were paid in 2024. Mr. Chen’s 2023 bonus amount was converted to U.S. dollars according to the closing foreign exchange rate of U.S. dollar/SGD for March 28, 2024 (the date of Mr. Chen’s 2023 STIP bonus payment) of approximately $1/SGD 0.74.
(4)The following amounts are reported in the “All Other Compensation” column for each year. AsNEO in 2023. | | | | | | | | | | | | | | | | | | | | | |
| Name | 401(k) Matching Contributions | Security and Cybersecurity
Protection | Group Term Life Insurance | Other | | | | | |
| Aman Bhutani | 7,500 | | 18,040 | | 218 | | — | | | | | | |
| Mark McCaffrey | 7,500 | | 9,000 | | 625 | | — | | | | | | |
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| Nick Daddario | 7,500 | | — | | 334 | | 714 | | (A) | | | | |
| Michele Lau | 7,500 | | 9,000 | | 125 | | 299 | | (A) | | | | |
(A)Other amounts (i) for Mr. Daddario relate solely to purchases made under the Company’s broadly available “Everyday Champions” employee recognition program and include $214 in tax reimbursements with respect thereto and (ii) for Ms. Lau reflect $176 related to a service gift and $123 related to purchases made under the “Everyday Champions” employee recognition program and include $118 in tax reimbursements with respect thereto.
(5)Mr. Chen was appointed Chief Operating Officer in January 2022. Mr. Chen resided in China from January 1, 2022 to July 7, 2023, after which point he relocated to Singapore. Mr. Chen’s salary for 2022 has been converted to U.S. dollars from: (i) Chinese Yuan using a blended rate of approximately 0.15, representing the average currency translation rate in effect during the six-month period ended June 30, 2022; and (ii) Singapore Dollars using a blended rate of approximately 0.72, representing the average currency translation rate in effect during the six-month period ended December 31, 2021,2022. Mr. Chen resided in Singapore for the full year ended December 31, 2023. Mr. Chen’s salary for 2023 has been converted to U.S. dollars from Singapore Dollars using a blended rate of approximately 0.74, representing the average currency translation rate in effect during the year ended December 31, 2023.
(6)Ms. Lau resigned from the Company effective November 17, 2023. In connection with her resignation, Ms. Lau forfeited the equity awards granted to her in 2023 and all other unvested equity awards.
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Grants of Plan-Based Awards During 2023
The following table presents information regarding plan-based awards granted (or considered granted for accounting purposes) to our NEOs during 2023:
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|
| Estimated Future Payouts Under Non-Equity Incentive Plan Awards ($)(1) | | Estimated Future Payouts Under Equity Incentive Plan Awards (#)(2) | | All Other Stock Awards: Number of Shares of Stock or Units (#)(3) | | Grant Date Fair Value of Stock Awards ($)(4) |
| Name | Grant Date | Threshold | Target | Maximum | | Threshold | Target | Maximum | |
| Aman Bhutani | N/A | | 500,000 | 1,000,000 | | 1,800,000 | | | | | | | | |
| 2/24/2023 | | | | | | 32,644 | | 65,288 | | 130,576 | | | | | 6,966,882 | |
| 2/24/2023 | | | | | | | | | | 65,288 | | | 4,935,773 | |
| 4/4/2023 | (5) |
|
|
| |
|
|
| | 24,923 | | | 1,924,803 | |
| Mark McCaffrey | N/A | | 210,000 | 420,000 | 756,000 | | | | | | | | |
| 2/24/2023 | | | | | | 13,058 | | 26,116 | | 52,232 | | | | | 2,786,838 | |
| 2/24/2023 | | | | | | | | | | 26,116 | | | 1,974,369 | |
| Roger Chen | N/A | (6) | 204,399 | 408,798 | 735,836 | | | | | | | | |
| 2/24/2023 | | | | | | 13,058 | | 26,116 | | 52,232 | | | | | 2,786,838 | |
| 2/24/2023 | | | | | | | | | | 26,116 | | | 1,974,370 | |
| Nick Daddario | N/A | | 68,000 | 136,000 | 193,800 | | | | | | | | |
| 2/24/2023 | | | | | | | | | | 7,052 | | | 533,131 | |
Michele Lau (7) | N/A | | 200,000 | 400,000 | 720,000 | | | | | | | | |
| 2/24/2023 | | | | | | 9,794 | | 19,587 | | 39,174 | | | | | 2,090,128 | |
| 2/24/2023 | | | | | | | | | | 19,587 | | | 1,480,777 | |
(1)The amounts represent the threshold, target and maximum payouts under the 2023 STIP assuming the achievement of corporate and individual performance goals, as described under “—Annual Compensation—2023 Short-Term Incentive Plan” above. Amounts set forth under “Threshold” represent the estimated payout assuming (i) achievement of each of the 4 corporate performance goals under the 2023 STIP at the respective threshold level therefor (which would result in a 50% payout percentage for the corporate performance component under the 2023 STIP) and (ii) achievement of the NEO’s individual performance goals under the 2023 STIP at a 50% payout percentage.
(2)The amounts reflect the number of shares of Class A common stock subject to PSUs held by Mr. Bhutani that were not yetgranted to each NEO under the 2023 LTIP, which vest based on the achievement of our rTSR measured against the Nasdaq Internet Index over a three-year performance period, as described under “—Long-Term Compensation—2023 Long-Term Incentive Plan” above.
(3)The amounts reflect the number of shares of Class A common stock subject to (i) Legacy PSUs considered granted for accounting purposes because the underlying performance targets were not yet established by our Board were: (i) 24,924 for 2022in 2023 to Mr. Bhutani, as described under “—Long-Term Compensation—Achievement of CEO 2019 Legacy PSUs” above and (ii) 24,923 for 2023.
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| 2021 | 2020 | 2019 |
| Name | PSUs Considered Granted (#) | Grant Date Fair Value ($) | PSUs Considered Granted (#) | Grant Date Fair Value ($) | PSUs Considered Granted (#) | Grant Date Fair Value ($) |
| Aman Bhutani | 24,924 | 1,959,525 | 24,924 | 1,663,428 | — | — |
| Raymond Winborne | 8,254 | 648,929 | 8,254 | 550,872 | 41,686 | 3,071,008 |
| Nima Kelly | 1,795 | 141,123 | 13,436 | 948,062 | 31,149 | 2,294,747 |
AsRSUs granted to each NEO under the 2023 LTIP, as described under “Potential and Actual Payments Upon Termination or Change in Control” below, unvested stock awards held by Mr. Winborne and Ms. Kelly were forfeited in connection with their respective terminations of employment, except that certain RSUs held by Ms. Kelly which were scheduled to vest on the next occurring vesting date following her December 31, 2021 termination were vested.“—Long-Term Compensation—2023 Long-Term Incentive Plan” above.
(3)(4)The amounts in the “Option Awards” column reflect the aggregate grant date fair value of stock optionsRSUs and PSUs granted (or considered granted for accounting purposes) during the applicable year,2023, computed as described in Note 2 to our audited financial statements which are included in our 20212023 Annual Report on Form 10-K.10-K in accordance with ASC 718. As required by SEC rules, the amounts shown exclude the impact of estimated forfeitures related to service-based vesting conditions. These amounts do not reflect the actual value realized or realizable by the NEO with respect to these option awards, which value is only determinable after the shares underlying the applicable award vest and are exercised and only if the value of our Class A common stock exceeds the per share exercise price of the award.
As described under “Potential and Actual Payments Upon Termination or Change in Control” below, unvested option awards held by Mr. Winborne and Ms. Kelly were forfeited in connection with their terminations of employment, and the exercise period for certain of Mr. Winborne’s vested stock options was extended through December 31, 2021.
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(4)Represents annual bonuses earned under the 2021 STIP in respect of performance based on achievement of performance metrics described under “2021 Short-Term Incentive Plan” above. In the case of Mr. McCaffrey and Ms. Lau for 2021, and Mr. Bhutani for 2019, the amounts reported are pro-rated bonus to reflect their partial year of service with us.
(5)The following amounts are reported in the “All Other Compensation” column for each NEO in 2021.
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| Name | 401(k) Matching Contributions | Cybersecurity Protection and Other | Relocation Assistance | Tax Gross-up of Relocation Assistance | Termination Payments | Accelerated
Equity
Vesting |
| Aman Bhutani | 7,500 | 5,814 | — | — | — | — |
| Mark McCaffrey | 3,635 | 1,958 | — | — | — | — |
| Nick Daddario | 7,500 | 173 | — | — | — | — |
| Michele Lau | 2,558 | 1,950 | 100,000 | 41,230(A) | — | — |
| Raymond Winborne | 7,500 | — | — | — | 262,500(B) | — |
| Nima Kelly | 7,500 | — | — | — | 383,654(B) | 1,524,255 |
(A) Represents amounts for tax assistance relating to Ms. Lau's relocation package.
(B) See "Raymond Winborne and Nima Kelly Transition Agreements" below for a description of the severance and termination payments made to Mr. Winborne and Ms. Kelly under their Transition Agreements.
(6)Mr. McCaffrey joined our Company on June 2, 2021.
(7)Ms. Lau joined our Company on July 12, 2021.
Grants of Plan-Based Awards During 2021
The following table presents information regarding grants of plan-based awards made to our NEOs during 2021:
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|
| Estimated Future Payouts Under Non-Equity Incentive Plan Awards ($)(1) | | Estimated Future Payouts Under Equity Incentive Plan Awards (#)(2) | All Other Stock Awards: Number of Shares of Stock or Units(#)(3) | Grant Date Fair Value of Stock and Option Awards ($)(4) |
| Name | Grant Date | Threshold | Target | Maximum | | Threshold | Target | Maximum |
| Aman Bhutani | N/A | | 500,000 | 1,000,000 | — | | | | | | | |
| 2/25/2021 | | | | | | 30,238 | 60,477 | 120,954 | 60,477 | 4,838,160 |
| 3/5/2021 | (5) |
|
|
|
|
|
|
| 24,924 | 1,959,525 |
| Mark McCaffrey | N/A | | 119,539 | 239,077 | — | | | | | | | |
| 6/2/2021 | | | | | | 12,145 | 24,290 | 48,580 | 72,870 | 5,895,912 |
| Nick Daddario | N/A | | 60,739 | 121,477 | 173,105 | | | | | | |
| 2/25/2021 | | | | | | 1,210 | 2,420 | 4,840 | 2,420 | 193,600 |
| 11/30/2021 |
|
|
|
|
|
|
|
| 3,216 | 225,667 |
| Michele Lau | N/A | | 76,731 | 153,462 | — | | | | | | | |
| 7/12/2021 | | | | | | 7,483 | 14,966 | 29,932 | 50,885 | 4,382,725 |
| Raymond Winborne | 3/5/2021 | (5) | | | | | | | | 8,254 | 648,929 |
| Nima Kelly | 3/5/2021 | (5) | | | | | | | | 1,795 | 141,123 |
(1)The amounts represent the range of payouts under the 2021 STIP assuming the achievement of corporate and individual performance targets, as further described in “Compensation Discussion and Analysis — Components of Executive Compensation Program— 2021 Short-Term Incentive Plan.” Mr. Winborne and Ms. Kelly were not eligible to participate in the 2021 STIP as a result of their respective terminations.
(2)The amounts reflect the number of shares of Class A common stock subject to rTSRReflects Legacy PSUs granted pursuant to the 2015 Plan, subject to achievement of the performance targets, as further described in “Compensation Discussion and Analysis — Components of Executive Compensation Program — 2021 Long-Term Incentive Plan.”
(3)The amounts reflect (i) for Messrs. Bhutani and Winborne and Ms. Kelly, the number of PSUs from prior years considered granted for accounting purposes in 2021 and (ii) for Messrs.2023 to Mr. Bhutani, McCaffrey and Daddario and Ms. Lau, the number of RSUs granted in 2021, in each case pursuant to the 2015 Plan and as further described in “Compensation Discussion and Analysis — Components of Executive Compensation Program — Long-term incentives (equity awards).” The vesting terms for each of these grants is described in “Outstanding Equity Awards at Year End.”
(4)The amounts reflect the aggregate grant date fair value of RSUs and PSUs granted, or considered granted for accounting purposes, during 2021, computed as described in Note 2 to our audited financial statements, which are included in our 2021 Annual Report on Form 10-K. As required by SEC rules, the amounts shown exclude the impact of estimated forfeitures related to service-based vesting conditions.
(5)Includes PSUs from prior years with an accounting grant date of March 3, 2021, whichApril 4, 2023 (which is the date our BoardCompensation Committee approved the vesting targetsapplicable annual performance metrics for 2021.2023). See footnote 2“—Long-Term Compensation—Achievement of CEO 2019 Legacy PSUs” above.
(6)Mr. Chen’s 2023 STIP target was SGD 552,000 (80% of his annual base salary of SGD 690,000). Mr. Chen’s Threshold, Target and Maximum amounts were converted to U.S. dollars according to the Summary Compensation Tableclosing foreign exchange rate of U.S. dollar/SGD for a detailMarch 28, 2024 (the date of such PSUs. The PSU grantsMr. Chen’s 2023 STIP bonus payment) of approximately $1/SGD 0.74.
(7)In connection with her resignation, Ms. Lau forfeited her right to Mr. Winbornereceive any portion of her 2023 STIP and Ms. Kelly were cancelled as of their respective termination dates.2023 LTIP awards.
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Outstanding Equity Awards at Year End
The following table provides information regarding outstanding equity awards held by our NEOs as of December 31, 2021:2023. In connection with her resignation from our Company effective November 17, 2023, Ms. Lau forfeited all outstanding equity awards.
| | Option Awards |
| Stock Awards |
| | Option Awards | | | | Option Awards | | Stock Awards |
| Name | Name | Grant Date | Number of Securities Underlying Unexercised Stock Options Exercisable (#) | Number of Securities Underlying Unexercised Stock Options Unexercisable (#)(1) | Option Exercise Price
($) | Option Expiration Date |
| Number of Shares or Units of Stock That Have Not Vested (#)(2) | Market Value of Shares or Units of Stock That Have Not Vested ($)(3) | Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested (#)(4)(5) | Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested ($)(3) | Name | Grant Date | Number of
Securities
Underlying
Unexercised
Stock
Options
Exercisable
(#) | Number of Securities Underlying Unexercised Stock Options Unexercisable (#)(1) | Option
Exercise
Price ($) | Option
Expiration
Date | | Number of Shares or Units of Stock That Have Not Vested (#)(2) | Market Value of Shares or Units of Stock That Have Not Vested ($)(3) | Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested (#)(4)(5)(6) | Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested ($)(3) |
| Aman Bhutani | Aman Bhutani | 9/4/2019 | 194,371 | 104,662 | 63.54 | 6/4/2029 | | 39,878 | 3,384,047 | 74,771 | 6,345,067 |
| 2/25/2021 |
| 60,477 | 5,132,078 | 60,477 | 5,132,078 |
| Aman Bhutani | |
| | Mark McCaffrey | 6/2/2021 |
| 72,870 | 6,183,748 | 24,290 | 2,061,249 |
| | Mark McCaffrey | |
| | Roger Chen | |
| | 2/28/2022 | |
| 2/28/2022 | |
| 2/28/2022 | |
| 2/24/2023 | |
| Nick Daddario | Nick Daddario | 12/4/2019 | 3,663 | 3,441 | 66.87 | 12/4/2029 | | 2,462 | 208,925 | |
| 2/25/2021 |
| 2,420 | 205,361 | 2,420 | 205,361 |
| 11/30/2021 |
| 3,216 | 272,910 | |
| Michele Lau | 7/12/2021 |
| 50,885 | 4,318,101 | 14,966 | 1,270,015 |
| Nima Kelly | 2/23/2018 |
| 779 | 66,106 | |
| 2/25/2019 | 2,553 | — | 75.35 | 2/25/2029 | | |
| 2/27/2020 |
| 17,183 | 1,458,149 | |
| Nick Daddario | |
| | 2/24/2023 | |
|
(1)Stock options become vested and exercisable over a four-year period as to 25% of the stock options on the first anniversary of the applicable vesting commencementgrant date (9/4/2019 for Mr. Bhutani and 10/14/2019 for Mr. Daddario) and as to the remaining 75% of the stock options in equal quarterly installments for an additional three years, subject to the NEO’s continued service through each applicable vesting date.
(2)Unless otherwise disclosed,indicated, RSUs vest over a four-year period as to 25% on the first day of the month following the first anniversary of the applicable vesting commencement date and then quarterly vesting in equal installments for an additional three years, subject to the NEO’s continued service through each applicable vesting date. Messrs. McCaffrey and Daddario and Ms. Lau have certain RSUs with different vesting terms, which are as described in “Compensation Discussionterms. For Mr. McCaffrey, the RSUs with the grant date of June 2, 2021 have a vesting term of four years with 30% of the RSUs vesting on July 1, 2022, 7.5% of the RSUs vesting quarterly thereafter for the next 4 quarters and Analysis—Long-Term Incentive Plan–2021 Grants and Performance Goals (Long-Term Incentive Grants).”5% of the RSUs vesting quarterly thereafter for the next 8 quarters, subject to Mr. McCaffrey’s continued service through each applicable vesting date. For Mr. Daddario, the RSUs with the grant date of February 24, 2023 vest quarterly over three years beginning on June 1, 2023, subject to Mr. Daddario’s continued service through each applicable vesting date.
(3)Market values are determined by multiplying the number of shares by the fairclosing market value per shareprice of our Class A common stock on December 31, 202129, 2023 ($106.16).
(4)For Mr. Bhutani, the PSUs with the grant date of $84.86 at market close.
(4)September 4, 2019 comprise Legacy PSUs granted prior to 2020that vest over a four-year period as to 25% of the award vesting each year based on the achievement of annual performance targets established by our Board or the Compensation and Human Capital Committee,metrics during each year of a four-year performance period, subject to the NEO’sMr. Bhutani’s continued service through each applicable vesting date. See “—Long-Term Compensation—Achievement of CEO 2019 Legacy PSUs” above.
(5)PSUs granted in 2021, 2022 and 2023 vest following the end of a three-year performance period based on our rTSR as compared to the selected index,Nasdaq Internet Index, subject to the NEO’s continued service through the applicable vesting date.
(6)The number of unvested, unearned PSUs reported in this table reflects the total unvested, unearned PSUs at target performance levels.
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Stock Option Exercises and Stock Awards Vesting During 20212023
The following table sets forth the number of shares acquired and the value realized upon the exercise of stock options and the vesting of RSUs and PSUs during 20212023 by each of our NEOs. The value realized on exercise of stock options is calculated based on the difference between the market price of our common stock upon exercise and the exercise price of the stock options. The value realized on vesting of RSUs and PSUs is calculated based on the closing market price of our common stock on the applicable vesting date.
| | Option Awards | | | Option Awards | | Stock Awards |
| Name | Name | Number of Shares Acquired on Exercise (#)(1) | Value Realized on Exercise ($)(2) | Number of Shares Acquired on Vesting (#) | Value Realized on Vesting ($) | Name | Number of Shares Acquired on Exercise (#)(1) | | Value Realized on Exercise ($)(2) | | Number of Shares Acquired on Vesting (#) | | Value Realized on Vesting ($) |
| Aman Bhutani | Aman Bhutani | — | 54,832 | 4,517,610 |
| Mark McCaffrey | Mark McCaffrey | — | — |
| Roger Chen | |
| Nick Daddario | Nick Daddario | 1,500 | 28,695 | 1,847 | 148,166 |
| Michele Lau | Michele Lau | — | — |
| Raymond Winborne | 79,202 | 1,585,811 | 28,343 | 2,392,400 |
| Nima Kelly | 11,489 | 111,168 | 31,667 | 2,558,893 |
(1)Reflects the aggregate number of shares of common stock underlying the stock options that were exercised in 2021.2023.
(2)Calculated by multiplying (i) the difference between (x) the sale price for shares of Class A common stock sold concurrently with the exercise of an option, and if not, the fair market value of common stock on the option exercise date, which was determined using the closing price on the New York Stock Exchange of a share of Class A common stock on the option exercise date, and (y) the exercise price of the option, by (ii) the number of shares of Class A common stock acquired upon exercise.
Potential and Actual Payments Upon Termination or Change in Control
Aman Bhutani Employment Agreement
The following is a summary of the severance and change in control benefits under Mr. Bhutani’s employment agreement:
Potential Payments if Terminated by Us Without “Cause” or by Mr. Bhutani for “Good Reason” Not Related to a Change in Control.
If Mr. Bhutani’s employment is terminated either by us without “cause” (other than by reason of death or “disability”) or by him for “good reason” (as such terms are defined in his agreement), and in each case the termination occurs outside of the period beginning three months prior to and ending 18 months following a “change in control” (the “Change in Control Period”), Mr. Bhutani would receive a lump sumthe following lump-sum cash severance payment equal to the following:payments and benefits:
•the amount of any accrued but unpaid salary and fully vested and non-forfeitable employee benefits under the Company’s employee benefits plans (“Accrued Obligations”); plus
•100% of his annual base salary rate as then in effect; plus
•any earned but unpaid annual cash bonus for the prior year; plus
•100% of his target annual cash bonus for the year of termination; plus
•the cost of health insurance coverage under the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”), for 18 months.
In addition, Mr. Bhutani would be entitled to acceleration of his time-based equity awards that would have vested in the next twelve months and acceleration of the pro-rated portion of his performance-based equity awards that would have vested based on actual performance during any performance period ending in the next twelve months (with any individual performance criteria deemed fully satisfied).
Potential Payments if Terminated by Us Without “Cause” or by Mr. Bhutani for “Good Reason” During a Change in Control Period.
If Mr. Bhutani’s employment is terminated either by us without “cause” (other than by reason of death or “disability”) or by him for “good reason” during a Change in Control Period, he willwould receive a lump sumthe following lump-sum cash severance payments and benefits:
•Accrued Obligations; plus
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•150% of his annual base salary rate as then in effect or, if higher, the date immediately prior to the change in control;plus
•any earned but unpaid annual cash bonus for the prior year; plus
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•150% of his target annual cash bonus for the year of termination; plus
•the cost of health insurance coverage under COBRA for 18 months.
In addition, Mr. Bhutani would be entitled to acceleration of all of his time- and performance-based equity awards (with performance measured at the greater of target or actual performance).
Termination by Reason of Death or “Disability.”If Mr. Bhutani’s employment terminates by reason of death or “disability,” he would receive a lump sumthe following lump-sum cash severance payment equal to the following:payments and benefits:
•Accrued Obligations;plus
•any earned but unpaid annual cash bonus for the prior year; plus
•a pro-rated amount of the target annual cash bonus for the year of termination, based on actual achievement of the performance criteria at the end of the applicable year.
In order toTo receive the severance payments and benefits described above (excluding the Accrued Obligations), Mr. Bhutani must sign and not revoke a release of claims in favor of the Company and must continue to comply with ongoing confidentiality obligations, as well as certain restrictive covenants including those related to confidentiality, noncompetition, nonsolicitation, and nondisparagement for up to twelve months following the termination date, including those related to noncompetition, nonsolicitation and nondisparagement, as set forth in his employment agreement following the termination date.agreement.
In the event any of the payments provided for under the employment agreement, or otherwise payable to Mr. Bhutani, would constitute “parachute payments” within the meaning of Section 280G of the Internal Revenue Code and could be subject to the related excise tax under Section 4999 of the Internal Revenue Code, hethen Mr. Bhutani would be entitled to receive either full payment of benefits or such lesser amount which would result in no portion of the benefits being subject to the excise tax, whichever results in the greater amount of after-tax benefits to him. No arrangement with Mr. Bhutani provides for any excise tax gross-up payments.
Change in Control and Severance AgreementsArrangements
On May 1, 2021, our Board adopted a form of Change in Control and Severance Agreement (the “CIC and Severance Agreement”) for certain executive officers and key employees designated by the Compensation Committee to be party to such an agreement. Other than Mr. Daddario, Mr. Bhutani, whose severance and change in control arrangements are provided for in his employment agreement, as described above, and Mr. Winborne and Ms. Kelly, who entered into transition agreements prior to the Board’s adoption of the CIC and Severance Agreement and whose termination arrangements are described below, each of our NEOs has entered into a CIC and Severance Agreement with us, thekey terms of which are summarized as follows:
Term. EachTerm. The form of CIC and Severance Agreement provides for an initial three-year term that renews automatically for successive one-year terms unless either party provides at least 90 days’ notice of non-renewal. If a change in control occurs during the period after 18 months into the initial term or during a renewal term, the term of the agreement will automatically extend for 18 months following the date of the change in control.
Potential Payments if Terminated by Us Without “Cause” or by the NEO for “Good Reason” Not Related to a Change in Control.Control. If a NEO’s employment is terminated either by us without “cause” (other than by reason of death or “disability”) or by the NEO for “good reason” (as such terms are defined in the NEO’s agreement), and in each case the termination occurs outside of the Change in Control Period, the NEO would receive the following lump-sum cash payments and benefits:benefits (in addition to accrued but unpaid compensation):
•100% of the NEO’s annual base salary rate as then in effect; plus
•the cost of premiums for coverage (on an after-tax basis) under COBRA for a period of twelve months following the termination date.
Potential Payments if Terminated by Us Without “Cause” or by the NEO for “Good Reason” During the Change in Control Period. Period. If the NEO’s employment is terminated either by us without “cause” (other than by reason of death or “disability”) or by the NEO for “good reason” during the Change in Control Period, the NEO would receive the following lump-sum payments and benefits:benefits (in addition to accrued but unpaid compensation):
•100% of the NEO’s annual base salary rate as then in effect; plus
•100% of the target annual cash bonus for the year of termination; plus
•the cost of premiums for coverage (on an after-tax basis) under COBRA for a period of twelve months following the termination date.
In addition, all outstanding equity awards would fully vest, with applicable performance criteria deemed achieved at the greater of target and actual performance.
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Termination by Reason of Death or “Disability.”If the NEO’s employment terminates by reason of death or “disability”,“disability,” the NEO would receive (in addition to accrued but unpaid compensation) a lump sumlump-sum cash severance payment equal to a pro-rated amount of his or her annual cash bonus for the year of termination, based on actual achievement of the performance criteria at the end of the applicable year.
In order toTo receive the severance payments and benefits described above (excluding accrued but unpaid compensation), the NEO must sign and not revoke a release of claims in our favor and comply with ongoing confidentiality obligations, as well as certain restrictive covenants relating to noncompetition, nonsolicitation, and nondisparagement, as applicable, for up to twelve months as set forth in his or her employment agreement following the termination date.applicable.
In the event any of the payments provided for under the form of CIC and Severance Agreements,Agreement, or otherwise payable to the NEO, would constitute “parachute payments” within the meaning of Code Section 280G and could be subject to the related excise tax under Section 4999 of the Internal Revenue Code, then he or she would be entitled to receive either full payment of benefits or such lesser amount which would result in no portion of the benefits being subject to the excise tax, whichever results in the greater amount of after-tax benefits to such executive. No agreement with any of our NEOs provides for any excise tax gross-up payments.
Raymond Winborne and Nima Kelly Transition Agreements
In February 2021, the Company entered into a transition agreement with Mr. Winborne (the “Winborne Transition Agreement”) that set forth the terms of Mr. Winborne’s retirement on June 30, 2021 (the “Winborne Retirement Date”).
Pursuant to the Winborne Transition Agreement, Mr. Winborne received the following separation consideration in exchange for his execution and non-revocation of a release of claims with the Company and compliance with post-employment restrictive covenants: (i) a lump sum cash payment equal to $262,500, which payment equaled a pro-rated amount of his annual target bonus opportunity for the period January 1 through June 30, 2021; (ii) payment of premiums for continuation coverage for Mr. Winborne and his eligible dependents under COBRA for a period of up to twelve months following the Winborne Retirement Date; and (iii) extension of the period in which Mr. Winborne had to exercise his outstanding and vested stock options until December 31, 2021, subject to earlier termination under the Company’s equity incentive plan, each as set forth in the Winborne Transition Agreement.
Also in February 2021, the Company entered into a transition agreement with Ms. Kelly (the “Kelly Transition Agreement”), that set forth the terms of Ms. Kelly’s transition to a consulting role on July 12, 2021, and subsequent retirement on December 31, 2021 (the “Kelly Retirement Date”).
Pursuant to the Kelly Transition Agreement, Ms. Kelly received the following separation consideration in exchange for her execution and non-revocation of a release of claims with the Company and compliance with post-employment restrictive covenants: (i) a lump sum cash payment equal to $262,500 paid in 2022, which payment equaled a pro-rated amount of her target bonus opportunity for the period January 1 through June 30, 2021; and (ii) in recognition of her continued service in a consulting role through the end of 2021, vesting with respect to 17,183 shares underlying the portion of her February 28, 2020 RSUs that were scheduled to vest on the next occurring vesting date of March 1, 2022 and vesting with respect to the remaining unvested 779 shares underlying her February 23, 2018 RSUs that were scheduled to vest on February 23, 2022.
The following table sets forth the severance payments and benefits that Mr. Winborne and Ms. Kelly received in connection with their terminations of employment in 2021:
| | | | | | | | | | | | | | | | | |
| Name | Salary Severance ($) | Bonus Severance ($)(1) | Accelerated Vesting of Equity ($)(2) | Other Severance ($)(3) | Total ($) |
| Raymond Winborne | — | 262,500 | — | 20,697 | 283,197 |
| Nima Kelly | — | 262,500 | 1,524,255 | 121,154 | 1,907,909 |
(1)Reflects a pro-rated annual target bonus for the portion of the year the executive was employed as an executive officer.
(2)Reflects the value of accelerated vesting of certain of Ms. Kelly’s RSUs that were scheduled to vest on the next occurring vesting date following her employment termination, calculated using the $84.86 closing price of our Class A common stock on December 31, 2021.
(3)Reflects the following amounts paid by the Company pursuant to the Transition Agreements: (i) for Mr. Winborne, the cost of health insurance under COBRA for 12 months; and (ii) for Ms. Kelly, the value of her previously accrued vacation.
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The following tables summarize the amount of the severance payments and benefits thatprovided for each NEO (other than Mr. Winborne and Ms. Kelly) would receive under his or her CIC and Severance Agreement, or in Mr. Bhutani's case, his employment agreement,Lau), in the event his or her employment with us was terminated on December 31, 2021,2023, under the circumstances described above:above. In connection with her resignation from the Company effective November 17, 2023, Ms. Lau did not receive any severance or other payments or benefits.
TERMINATION OF EMPLOYMENT BY US WITHOUT “CAUSE” OR BY THE NEO FOR “GOOD REASON” UNRELATED TO A CHANGE IN CONTROL
| | Name | Name | Salary Severance ($)(1) | Bonus Severance ($)(2) | Accelerated Vesting of Equity Awards ($)(3) | Value of Health Care Coverage Benefit ($)(4) | Total ($) | Name | Salary Severance ($)(1) | | Bonus Severance ($)(2) | Accelerated Vesting of Equity Awards ($)(3) | Value of Health Care Coverage Benefit ($)(4) | | Total ($) |
| Aman Bhutani | Aman Bhutani | 1,000,000 | 1,275,085 | 24,835 | 3,299,920 |
| Mark McCaffrey | Mark McCaffrey | 525,000 | — | 14,310 | 599,310 |
| Roger Chen | |
| Nick Daddario | Nick Daddario | 305,000 | — | 15,647 | 320,647 |
| Michele Lau | 475,000 | — | 24,835 | 499,835 |
|
(1)This amount is based on each NEO’s base salary as was in effect on December 31, 2021.2023.
(2)This amount is based on each NEO’s target cash bonus amount as was in effect on December 31, 2021.2023.
(3)The amount represents the intrinsic value of the equity awards held by Mr. Bhutani that would vest on an accelerated basis in connection with termination of employment outside the Change in Control Period pursuant to Mr. Bhutani’s employment agreement and described under the “Potential and Actual Payments Upon Termination or Change in Control” section above. For this purpose, we assume an achievement level of 100% of target for any performance-based awards. The intrinsic value of the accelerated portions of each award is determined by multiplying (i) the fair market valueclosing price per share of our Class A common stock on December 31, 202129, 2023 of $84.86$106.16 (and, in the case of stock options, less the exercise price per share in effect under each stock option) by (ii) the number of shares that would vest on an accelerated basis under such award (and, in the case of performance-based awards, assuming performance is achieved at target levels). This amount assumes the accelerated vesting resulting from the termination of employment occurred on December 31, 2021.2023.
(4)This amount represents the lump sumlump-sum payment of the cost of health insurance under COBRA for 18 months pursuant to Mr. Bhutani’s employment agreement and 12 months pursuant to the form of CIC and Severance Agreements.Agreement, except for Mr. Chen whose CIC and Severance Agreement does not provide for the cost of health insurance under COBRA.
(5)Mr. Chen’s employment agreement provides for an annual base salary of SGD 690,000, which is intended to provide the Singapore dollar equivalent of $500,000 U.S. dollars. Mr. Chen’s Salary Severance amount was converted to U.S. dollars using the 2023 full year average exchange rate of U.S. dollar/SGD of approximately $1/SGD 0.74. Mr. Chen’s base salary continues to be reviewed on an annual basis and may be adjusted to reflect any material change to the relevant USD to SGD foreign currency exchange rate.
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TERMINATION OF EMPLOYMENT BY US WITHOUT “CAUSE” OR BY THE NEO FOR “GOOD REASON” IN CONNECTION WITH A CHANGE IN CONTROL
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| Name | Salary Severance ($)(1) | Bonus Severance ($)(2) | Accelerated Vesting of Equity Awards ($)(3) | Value of Health Care Coverage Benefit ($)(4) | Total ($) |
| Aman Bhutani | 1,500,000 | 1,500,000 | 22,224,664 | 37,253 | 25,261,917 |
| Mark McCaffrey | 525,000 | 420,000 | 8,244,998 | 14,310 | 9,204,308 |
| Nick Daddario | 305,000 | 122,000 | 954,461 | 15,647 | 1,397,108 |
| Michele Lau | 475,000 | 325,500 | 5,588,116 | 24,835 | 6,420,451 |
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| Name | Salary Severance ($)(1) | | Bonus Severance ($)(2) | Accelerated Vesting of Equity Awards ($)(3) | Value of Health Care Coverage Benefit ($)(4) | | Total ($) |
| Aman Bhutani | 1,500,000 | | | 1,500,000 | | 35,659,675 | | 38,953 | | | 38,698,628 | |
| Mark McCaffrey | 525,000 | | | 420,000 | | 13,316,392 | | 15,169 | | | 14,276,561 | |
| Roger Chen | 513,905 | | (5) | 411,124 | | 13,475,354 | | — | | | 14,400,383 | |
| Nick Daddario | 340,000 | | | 136,000 | | 1,315,853 | | 16,368 | | | 1,808,221 | |
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(1)ThisFor Mr. Bhutani, this amount is based on each NEO’s150% of his base salary in effect at December 31, 2023. For all other NEOs, this amount is based on the base salary as was in effect on December 31, 2021.2023.
(2)ThisFor Mr. Bhutani, this amount is based on each NEO’s150% of his target cash bonus as was in effect at December 31, 2023. For all other NEOs, this amount is based on the target cash bonus amount as was in effect on December 31, 2021.2023.
(3)The amount represents the intrinsic value of the equity awards held by our NEOs that would vest on an accelerated basis in connection with termination of employment during the Change in Control Period pursuant to Mr. Bhutani’s employment agreement andor the form of CIC and Severance AgreementsAgreement, as applicable, as described under the “Potential and Actual Payments Upon Termination or Change in Control” section above. For this purpose, we assume an achievement level of 100% of target for any performance-based awards. The intrinsic value of the accelerated portion of each award is determined by multiplying (i) the fair market valueclosing price per share of our Class A common stock on December 31, 202129, 2023 of $84.86$106.16 (and, in the case of stock options, less the exercise price per share in effect under each stock option) by (ii) the number of unvested shares that would vest on an accelerated basis under such award (and, in the case of performance-based awards, assuming performance is achieved at target levels). This amount assumes the accelerated vesting resulting from the termination of employment occurred on December 31, 2021.2023.
(4)This amount represents the lump sum payment of the cost of health insurance under COBRA for 18 months pursuant to Mr. Bhutani’s employment agreement and 12 months pursuant to the form of CIC and Severance Agreements.Agreement, except for Mr. Chen whose CIC and Severance Agreement does not provide for the cost of health insurance under COBRA.
(5)Mr. Chen’s employment agreement provides for an annual base salary of SGD 690,000, which is intended to provide the Singapore dollar equivalent of $500,000 U.S. dollars, and Mr. Chen’s 2023 STIP target was 80% of base salary. Mr. Chen’s Salary Severance and Bonus Severance amounts were converted to U.S. dollars using the 2023 full year average exchange rate of U.S. dollar/SGD of approximately $1/SGD 0.74. Mr. Chen’s base salary continues to be reviewed on an annual basis and may be adjusted to reflect any material change to the relevant USD to SGD foreign currency exchange rate.
Equity Compensation Plan Information
The following table summarizes our equity compensation plan information as of December 31, 2023. Information is included for equity compensation plans approved by our stockholders and equity compensation plans not approved by our stockholders. We will not grant equity awards in the future under any of the equity compensation plans not approved by our stockholders included in the table below.
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| Plan Category | (a) Number of Securities to be Issued Upon Exercise of Outstanding Stock Options and Rights (#) | (b) Weighted- Average Exercise Price of Outstanding Stock Options and Rights ($/Share)(1) | | (c) Number of Securities Remaining Available for Future Issuance Under Equity Compensation Plans (Excluding Securities Reflected in Column (a)) (#)(2) |
| Equity compensation plans approved by stockholders | 6,972,656 | | 55.72 | | | 36,100,626 | |
| Equity compensation plans not approved by stockholders | 129,630 | | 15.83 | | | — | |
| Total | 7,102,286 | | | | 36,100,626 | |
(1)The weighted-average exercise price does not include shares to be issued in connection with the settlement of RSUs or PSUs, as such awards do not have an exercise price.
(2)Includes shares available for future issuance under our 2015 Plan and our 2015 Employee Stock Purchase Plan.
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CEO Pay Ratio
Under SEC rules, we are required to provide information regarding the relationship between the total annual compensation of our CEO, Mr. Bhutani, and the median of total annual compensation of our median employeeall employees (other than Mr. Bhutani). For our last completed year ended December 31, 2021:2023:
•The median total annual compensation of all employees (other than Mr. Bhutani) was identified as $82,083$106,590 using the methodology described below.
•Mr. Bhutani’s total annual compensation, as reported in the Summary Compensation Table included in this Proxy Statement, was $15,290,590.$15,877,217.
•Based on the above, for 2021,2023, the ratio of Mr. Bhutani’s total annual compensation to the median of the total annual compensation of all employees was 186149 to 1.
This pay ratio is a reasonable estimate calculated in a manner consistent with Item 402(u) of Regulation S-K under the Securities Act of 1933, as amended, and is based upon our reasonable judgment and assumptions. The SEC rules do not specify a single methodology for identification of the median employee or calculation of the pay ratio, and other companies may use assumptions and methodologies that are different from those used by us in calculating their pay ratios. Accordingly, the pay ratios disclosed by other companies may not be comparable to our pay ratio as disclosed above.
During our last completed year ended December 31, 2021, there was no change in our employee population or employee compensation arrangement that we reasonably believe would result in a significant change to our pay ratio disclosure. Accordingly, pursuant to Item 402(u) of Regulation S-K, we used the median employee identified in 2020 for purposes of calculating our 2021 pay ratio. The methodology we used to calculate the pay ratio is as follows:
•We determined the median of the total annual compensation of our employees as of December 31, 2020,2023, at which time we (including our consolidated subsidiaries) had 6,5356,108 full-time and 8651 part-time and temporary employees, 4,7654,249 of whom were located in the United States, or the U.S., and 1,8561,910 (or approximately 28%31% of our total employee population) of whom were located outside of the U.S. We excluded Mr. Bhutani and included employees of our consolidated subsidiaries. In accordance with the permitted methodology for determining the "median employee",“median employee,” we excluded from our calculations (i) 159 employees who are located outside of the U.S. (or approximately 2% of our total employee population) who were hired in connection with mergers and acquisitions completed in 2020; and (ii) 313 other256 employees, representing less than 5% of our total employee population, who are located outside of the U.S. in the following countries: 653 in Australia, 14 in Brazil, 15 in the Cayman Islands, 15 in China, 21 in Brazil, 55 in Canada, 22 in China, 20Colombia, 24 in France, 28 in India, 51 in Israel, 53 in Mexico, 1026 in the Netherlands, 3 in Norway, 102 in Serbia, 611 in Singapore, 2745 in South Africa, 21 in Spain, 4 in Switzerland and 3 in Switzerland.the United Arab Emirates.
•To determine the median employee, we then compared the amount of salary, wages and tips of our employees (other than the excluded employees described above), as reflected in our payroll records for the year ending December 31, 2020.2023. In determining the median total compensation of all employees, we did not make any cost-of-living adjustments to the wages paid to any employee.
•We determined the median employee'semployee’s total annual compensation in accordance with the requirements of Item 402(c)(2)(x) of Regulation S-K, yielding the median total annual compensation disclosed above. With respect to Mr. Bhutani'sBhutani’s total annual compensation, we used the amount reported in the "Total"“Total” column of the 20212023 Summary Compensation Table included in this Proxy Statement.
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Pay versus Performance
The following table sets forth the compensation for our principal executive officer (“PEO”) and the average compensation for our non-PEO NEOs, both as reported in the Summary Compensation Table and with certain adjustments to reflect the “compensation actually paid” to such individuals, as defined under Item 402(v) of Regulation S-K, for each of 2023, 2022, 2021 and 2020. The table also provides information on our cumulative TSR, the cumulative TSR of our peer group, our Net Income and our unlevered free cash flow.
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| Fiscal Year (a) | Summary Compensation Table Total for PEO(1) ($) (b) | Compensation Actually Paid to PEO(2) ($) (c) | Average Summary Compensation Table Total for non-PEO NEOs(1) ($) (d) | Average Compensation Actually Paid to non-PEO NEOs(2) ($) (e) | Value of Initial Fixed $100 Investment Based On: | Net Income(4) (millions) ($) (h) | Unlevered Free Cash Flow(5) (millions) ($) (i) |
GoDaddy TSR(3) ($) (f) | Peer Group TSR(3) ($) (g) |
| 2023 | 15,877,217 | | 30,853,433 | | 4,146,301 | | 5,208,078 | | 156.30 | | 127.53 | | 1,376 | | 1,254 | |
| 2022 | 18,645,890 | | 12,378,070 | | 4,954,336 | | 4,347,627 | | 110.16 | | 79.37 | | 353 | | 1,096 | |
| 2021 | 15,290,590 | | 14,914,733 | | 4,191,579 | | 2,520,364 | | 124.94 | | 152.38 | | 243 | | 960 | |
| 2020 | 3,670,928 | | 7,773,317 | | 5,719,740 | | 3,546,026 | | 122.13 | | 161.36 | | (494) | | 825 | |
(1)Compensation for our PEO, Mr. Bhutani, reflects the amounts reported in the “Summary Compensation Table” for the respective years. Average compensation for non-PEO NEOs includes the following NEOs: (i) in 2023 and 2022, Mr. Chen, Mr. Daddario, Ms. Lau and Mr. McCaffrey, (ii) in 2021, Mr. Daddario, Nima Kelly, Ms. Lau, Mr. McCaffrey and Raymond Winborne, and (ii) in 2020, James Carroll, Mr. Daddario, Nima Kelly, Andrew Low Ah Kee and Raymond Winborne.
(2)Compensation “actually paid” for the PEO and average compensation “actually paid” for our non-PEO NEOs in 2023 reflects the respective amounts set forth in columns (b) and (d), adjusted as follows in the table below, as determined in accordance with SEC rules. These dollar amounts do not reflect the actual amount of compensation earned by or paid to the PEO and our non-PEO NEOs during the applicable year. For information regarding the decisions made by our Compensation Committee in regards to the PEO’s and our non-PEO NEOs’ compensation for fiscal year 2023, see the Compensation Discussion and Analysis beginning on page 45. Fair values set forth in the table below are computed in accordance with ASC 718 as of the end of the respective fiscal year, other than fair values of awards that vest in the covered year, which are valued as of the applicable vesting year. | | | | | | | | | | | | | | |
| | | | PEO | | | | Non-PEO NEOs |
| Prior FYE | | | | 12/31/2022 | | | | 12/31/2022 |
| Current FYE | | | | 12/31/2023 | | | | 12/31/2023 |
| Fiscal Year | | | | 2023 ($) | | | | 2023 ($) |
| Summary Compensation Table Total | | | | 15,877,217 | | | | | 4,146,301 | |
| - Grant Date Fair Value of Option Awards and Stock Awards Granted in Fiscal Year | | | | (13,827,459) | | | | | (3,406,613) | |
| + Fair Value at Fiscal Year-End of Outstanding and Unvested Option Awards and Stock Awards Granted in Fiscal Year | | | | 17,397,526 | | | | | 3,619,982 | |
| + Change in Fair Value of Outstanding and Unvested Option Awards and Stock Awards Granted in Prior Fiscal Years (from prior FYE to current FYE) | | | | 11,148,265 | | | | | 2,214,382 | |
| + Fair Value at Vesting of Option Awards and Stock Awards Granted in Fiscal Year That Vested During Fiscal Year | | | | — | | | | | 36,691 | |
| + Change in Fair Value as of Vesting Date of Option Awards and Stock Awards Granted in Prior Fiscal Years For Which Applicable Vesting Conditions Were Satisfied During Fiscal Year | | | | 257,884 | | | | | 110,541 | |
| - Fair Value as of Prior Fiscal Year-End of Option Awards and Stock Awards Granted in Prior Fiscal Years That Failed to Meet Applicable Vesting Conditions During Fiscal Year | | | | — | | | | | (1,513,206) | |
| Compensation Actually Paid | | | | 30,853,433 | | | | | 5,208,078 | |
(3)TSR is cumulative for the measurement periods beginning on December 31, 2019 and ending on December 31 of each of 2023, 2022, 2021 and 2020, calculated in accordance with Item 201(e) of Regulation S-K. The peer group for purposes of this table is the same as the NASDAQ Internet Index, which is the peer group used for purposes of the performance graph as shown in our 2023 Annual Report on Form 10-K.
(4)Reflects “Net Income” in the Company’s Consolidated Statements of Operations included in the Company’s Annual Reports on Form 10-K for each of the years ended December 31, 2023, 2022, 2021 and 2020. Net income for the year ended December 31, 2023 included (i) $90.8 million in restructuring and other charges and (ii) a $971.8 million benefit for income taxes primarily due to a $1,014.0 million release of the majority of our domestic valuation allowance. For the year ended December 31, 2020, the Company recorded a one-time charge of $674.7 million to our statement of operations to adjust the liability under certain tax receivable agreements.
(5)Unlevered free cash flow is not a financial measure prepared in accordance with GAAP. For a reconciliation of uFCF to net cash provided by operating activities, its most directly comparable GAAP financial measure, please refer to “Appendix A—Operating and Business Metrics, Non-GAAP Financial Information and Reconciliations” in this Proxy Statement.
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PERFORMANCE MEASURES
The following table sets forth an unranked list of the performance measures which we view as the “most important” measures for linking our NEOs’ compensation to performance, as specifically listed below:
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Performance Measure* |
| Total bookings |
| Revenue |
| NEBITDA |
| Unlevered free cash flow |
| Relative TSR |
*Total Bookings is an operating metric and NEBITDA and unlevered free cash flow are not financial measures prepared in accordance with GAAP. For information on how we compute total bookings and for a reconciliation between each non-GAAP financial measure and its most directly comparable GAAP financial measure, please refer to “Appendix A—Operating and Business Metrics, Non-GAAP Financial Information and Reconciliations” in this Proxy Statement.
DESCRIPTION OF THE RELATIONSHIP BETWEEN COMPENSATION ACTUALLY PAID AND PERFORMANCE
The following charts set forth the relationship between Compensation Actually Paid to our PEO and the average Compensation Actually Paid to our other NEOs with (i) the Company’s cumulative TSR and the Company’s peer group TSR, (ii) Net Income and (iii) unlevered free cash flow, for the four most recently completed fiscal years. The relationship between Compensation Actually Paid and TSR, peer group TSR, Net Income and Unlevered Free Cash Flow are not strongly correlated because we consider multiple factors to determine compensation levels of our PEO and NEOs beyond annual performance against these metrics. Further information about the factors used to determine compensation levels can be found in “Compensation Discussion and Analysis” above.
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| RELATIONSHIP BETWEEN PEO AND OTHER NEO COMPENSATION ACTUALLY PAID AND COMPANY AND PEER GROUP TSR |
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| RELATIONSHIP BETWEEN PEO AND OTHER NEO COMPENSATION ACTUALLY PAID AND NET INCOME |
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| RELATIONSHIP BETWEEN PEO AND OTHER NEO COMPENSATION ACTUALLY PAID AND UNLEVERED FREE CASH FLOW |
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Proposal No. 3 Ratification of Appointment of Independent Registered Public Accounting Firm |
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| The Board of Directors unanimously recommends that you vote “FOR” the ratification of the appointment of Ernst & Young LLP. |
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Our Audit Committee has reappointed Ernst & Young LLP (“EY”) to be our independent registered public accounting firm for the year ending December 31, 2024. EY has served as our independent registered public accounting firm since 2004.
At the Annual Meeting, our stockholders are being asked to ratify the appointment of EY as our independent registered public accounting firm for the year ending December 31, 2024. Our Audit Committee is submitting the appointment of EY to our stockholders because we value our stockholders’ views on our independent registered public accounting firm and as a matter of good corporate governance. Representatives of EY will be present at the Annual Meeting. They will have an opportunity to make a statement and will be available to respond to appropriate questions from our stockholders.
If our stockholders do not ratify the appointment of EY, our Board may reconsider the appointment. Even if our stockholders ratify the appointment, our Audit Committee, in its discretion, may appoint another independent registered public accounting firm at any time during the year if our Audit Committee believes such a change would be in the best interests of the Company and our stockholders.
Required Vote
The affirmative vote of the holders of a majority of the voting power of the outstanding shares of our Class A common stock present in person or represented by proxy at the Annual Meeting and entitled to vote thereon is required to approve Proposal No. 3. There are no shares of our Class B common stock issued and outstanding.
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Report of the Audit and Finance Committee
The Company’s management is responsible for (i) establishing and maintaining internal controls and (ii) preparing the Company’s consolidated financial statements. Our independent registered public accounting firm, Ernst & Young LLP (“EY”) is responsible for auditing the Company’s consolidated financial statements and expressing an opinion on the conformity of those consolidated financial statements with United States generally accepted accounting principles and expressing an opinion as to the effectiveness of the Company’s internal controls over financial reporting. In the performance of its oversight function, the Audit and Finance Committee has:
•reviewed and discussed the audited consolidated financial statements with management and EY;
•discussed with EY the matters required to be discussed by the applicable requirements of the Public Company Accounting Oversight Board and the Securities and Exchange Commission; and
•received the written disclosures and the letter from EY required by applicable requirements of the Public Company Accounting Oversight Board regarding EY’s communications with the Audit and Finance Committee concerning independence, and has discussed with EY its independence.
Based on the Audit and Finance Committee’s review and discussions with management and EY, the Audit and Finance Committee recommended to the Board that the audited consolidated financial statements be included in our 2023 Annual Report on Form 10-K, filed on February 29, 2024, for filing with the Securities and Exchange Commission.
Respectfully submitted by the members of the Audit and Finance Committee:
Mark Garrett (Chair)
Herald Chen
Sigal Zarmi
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Fees Paid to the Independent Registered Public Accounting Firm
The following table presents fees for professional audit services and other services rendered by EY for the years ended December 31, 2023 and 2022 ($ in thousands):
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| | 2023 | | 2022 |
| Audit Fees: | | | | |
Consolidated Audit(1) | | $ | 3,910 | | | $ | 4,286 | |
Statutory Audits and Regulatory Filings(2) | | 583 | | | 1,425 | |
| Total Audit Fees | | 4,493 | | | 5,711 | |
Tax Fees(3) | | 92 | | | 92 | |
| Total Fees | | $ | 4,585 | | | $ | 5,803 | |
(1)Consists of professional services and expenses rendered in connection with (i) the audit of our annual consolidated financial statements and internal control over financial reporting, (ii) the review of our quarterly consolidated financial statements, and (iii) our securities offerings.
(2)Consists of professional services and expenses rendered in connection with statutory and regulatory filings or engagements.
(3)Tax Fees consist of fees for professional services and expenses for tax compliance and tax advice.
Pre-Approval Policy and Auditor Independence
Our Audit Committee has established a policy governing our use of the services of our independent registered public accounting firm. Under the policy, our Audit Committee is required to pre-approve all audit and permissible non-audit services, other than de minimis non-audit services, to be performed by the independent registered public accounting firm.
Our Audit Committee has reviewed the non-audit services performed by, and the fees paid to, EY in 2022 and 2023, and the proposed services for 2024, and has determined that such services and fees are compatible with EY’s independence. All audit and non-audit related services in 2023 were approved by our Audit Committee prior to such services being rendered. There were no other professional services provided by EY that would have required our Audit Committee to consider their compatibility with maintaining the independence of EY.
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| Other Management Proposals |
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Proposal No. 4 Approval of GoDaddy Inc. 2024 Omnibus Incentive Plan |
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| The Board of Directors unanimously recommends that you vote “FOR” the approval of the GoDaddy Inc. 2024 Omnibus Incentive Plan as set forth in Appendix B attached hereto. |
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Overview
On April 20, 2024, upon the recommendation of the Compensation Committee, the Board adopted the GoDaddy Inc. 2024 Omnibus Incentive Plan (the “2024 Plan”), subject to approval by our stockholders. The 2024 Plan is intended to replace, on a prospective basis, the GoDaddy Inc. 2015 Equity Incentive Plan (the “2015 Plan”).
If the 2024 Plan is approved by stockholders at the Annual Meeting, it will become effective as of the day immediately after the date of such stockholder approval and will replace the 2015 Plan for any new grants made after the date of such stockholder approval. Accordingly, upon the effectiveness of the 2024 Plan, (i) no further awards will be granted under the 2015 Plan and (ii) any awards granted under the 2015 Plan prior to the date the 2024 Plan becomes effective will remain outstanding under such plan and will continue to vest and/or become exercisable in accordance with their original terms and conditions. In addition, any shares remaining available for future issuance under the 2015 Plan will be cancelled, and as noted below, the stated share pool being requested in the 2024 Plan will be reduced by any grants made after April 11, 2024 and before the effectiveness of the 2024 Plan.
Background
The grant of equity incentive awards is a key element of our employee and non-employee director compensation programs that helps create a strong link between the interests of our executives, employees and directors with those of our stockholders. As described in “Compensation Discussion and Analysis” above, our compensation philosophy focuses on pay for performance and we deliver a significant portion of our executive officers’ compensation in the form of equity incentive awards, with an emphasis on performance-based awards. Accordingly, the Board believes it is critical to ensure that we have sufficient share capacity under our long-term equity incentive program to continue to make grants of equity incentive awards to our employees and other service providers.
We believe that approving the 2024 Plan, which reflects certain corporate governance best practices as described below, will allow us to continue to utilize equity awards to retain and attract the services of our executive officers and other key individuals essential to Company’s long-term growth and financial success and to further align their interests with those of our stockholders.
The maximum number of shares of our Class A common stock requested for stockholder approval under the 2024 Plan (subject to adjustment in the event of various corporate events described in the plan) is equal to (i) 9,050,000 shares less (ii) the number of shares subject to any award granted under the 2015 Plan after April 11, 2024 and prior to the effective date of the 2024 Plan plus (iii) the number of shares subject to any award previously granted under the 2015 Plan that is forfeited, cancelled, expires, terminates or otherwise lapses without the delivery of shares after April 11, 2024 and prior to the effective date of the 2024 Plan. The share reserve that would be authorized for issuance under the 2024 Plan, if approved, is intended to provide us with sufficient shares for grants to be made over the next two years. The Board believes the number of shares underlying the 2024 Plan represents a reasonable amount of potential additional equity dilution, and is committed to effectively managing our share reserves for equity compensation while minimizing stockholder dilution.
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In determining the number of shares to be requested for stockholder approval under this Proposal No. 4, the Board and the Compensation Committee considered the advice of Semler Brossy, the Compensation Committee’s independent compensation consultant, as well as the following factors: the Company’s historical annual share usage; the number of shares remaining available under the 2015 Plan; the number of outstanding equity awards under the 2015 Plan; and dilution resulting from the proposed approval of the 2024 Plan.
If stockholders do not approve the 2024 Plan, then the 2015 Plan will remain in effect in accordance with its terms and we will continue to grant equity incentive awards under the 2015 Plan.
Considerations for the Approval of the 2024 Plan
Corporate Governance Best Practices
The 2024 Plan incorporates certain corporate governance best practices to further align our equity compensation program with the interests of our stockholders. The following is a list of some of these best practices, which are intended to protect the interests of our stockholders:
•No evergreen provision. The 2024 Plan does not contain an “evergreen” feature pursuant to which the shares authorized for issuance under the plan can be increased automatically without stockholder approval.
•No “liberal” share recycling. Shares that are tendered or withheld to satisfy any tax withholding obligations or payment of an option exercise price may not again be available for issuance under the 2024 Plan.
•No dividends or dividend equivalents on unvested or unearned awards. The 2024 Plan permits payment of dividends or dividend equivalents on awards only if and when the underlying award vests (and in the case of performance awards, becomes earned). The 2024 Plan also prohibits the payment of dividend equivalents on shares subject to outstanding options or stock appreciation rights (“SARs”).
•No repricing of options or SARs. Repricing of options and SARs is not permitted without stockholder approval, except for adjustments with respect to certain specified extraordinary corporate transactions.
•No discounted options or stock appreciation rights. Stock options and SARs must have an exercise or hurdle price per share that is no less than the fair market value of our Class A common stock on the date of grant.
•No “liberal” change in control definition. The change in control definition under the 2024 Plan is only triggered in those instances where an actual change in control occurs (defined below).
•No automatic “single-trigger” vesting upon a change in control. Awards granted under the 2024 Plan will not vest automatically upon a change in control, unless such awards are not continued or assumed by a successor entity.
•No tax gross-ups. No participant is entitled under the 2024 Plan to any tax gross-up payments for any excise tax pursuant to Sections 280G or 4999 of the Code that may be incurred in connection with awards under the 2024 Plan.
•Limit on non-employee director compensation. The aggregate value of cash and equity-based compensation granted or paid in any calendar year for service as a non-employee director will not exceed $1,000,000.
•Clawback of awards. Awards granted under the 2024 Plan will be subject to any clawback or recoupment policies that have in effect from time to time. A summary of our compensation recovery policies can be found under “Compensation Discussion and Analysis—Other Compensation Policies and Practices—Compensation Recovery Policies” on page 61. Share Usage
When determining the number of shares authorized for issuance under the 2024 Plan, our Board and the Compensation Committee carefully considered the potential dilution to our current stockholders as measured by our “burn rate,” “overhang” and projected future share usage needs for the Company to be able to make competitive grants to participants. The shares requested for issuance under the 2024 Plan would represent approximately 6.4% of the Company’s outstanding shares as of April 11, 2024.
Burn Rate
Our three-year average burn rate of 2.68% demonstrates our sound approach to the grant of equity incentive compensation and our commitment to aligning our equity compensation program with the interests of our stockholders. We are committed to
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effectively monitoring our equity compensation share reserve, including our burn rate, to ensure that we maximize stockholder value by granting the appropriate number of equity awards necessary to attract, reward and retain employees. The following table sets forth information regarding stock-settled, time-vested equity awards granted, and performance-based equity awards earned, over each of the last three fiscal years (numbers in thousands): | | | | | | | | | | | | | | | |
| 2023 | 2022 | 2021 | 3-Year Average |
| Stock Options/SARs Granted | — | | — | | — | | — | |
| RSUs Granted | 3,484 | | 4,369 | | 4,332 | | 4,062 | |
| PSUs Earned | 262 | | 75 | | 213 | | 183 | |
| Weighted-Average Basic Common Shares Outstanding | 148,296 | | 158,788 | | 167,906 | | 158,330 | |
| Share Usage Rate | 2.53 | % | 2.80 | % | 2.71 | % | | 2.68 | % |
Overhang as of April 11, 2024
The following table sets forth certain information as of April 11, 2024 with respect to the Company’s outstanding equity awards and the number of shares remaining available for issuance under the 2015 Plan. The closing price per share of our Class A common stock on April 11, 2024 was $126.61. | | | | | |
Shares available for grant under the 2015 Plan (a)* | 29,171,127 | |
Shares requested for approval under the 2024 Plan (b)** | 9,050,000 | |
| Shares subject to outstanding stock options/SARs | 762,899 | |
| Weighted average exercise price of outstanding stock options/SARs ($) | 52.09 | |
| Weighted average remaining term of outstanding stock options/SARs (in years) | 4.06 | |
| Shares subject to outstanding restricted stock units and performance stock units (at target) | 7,370,826 | |
| Total outstanding stock options/SARs, restricted stock units and performance stock units (at target) (c) | 8,133,725 | |
| Shares of common stock outstanding as of April 11, 2024 (d) | 141,969,347 | |
| Fully-diluted Overhang (a+b+c) divided by (a+b+c+d) | 24.6 | % |
* These shares will be cancelled and will no longer be available for grant upon the effective date of the 2024 Plan.
** This number will be reduced by any shares underlying awards granted under the 2015 Plan during the period between April 11, 2024 and the effective date of the 2024 Plan.
Our Board recognizes the impact of dilution on our stockholders and has evaluated this share request carefully in the context of the need to motivate, retain and ensure that our leadership team and key employees are focused on our strategic priorities. Our Board believes that the proposed share reserve represents a reasonable amount of potential equity dilution to accommodate our long-term strategic and growth priorities.
Future Usage
Based on our reasonable expectation of future equity usage, we believe that the number of shares being requested for authorization under the 2024 Plan will likely last two years, depending on factors such as stock price movement, participation levels and corporate activities that could impact our grant practices.
Summary of the 2024 Plan
The following is a summary of the principal features of the 2024 Plan. This summary does not purport to be complete and is subject to, and qualified in its entirety by, the 2024 Plan, a copy of which is attached as Appendix B to this Proxy Statement.
Purpose
The purpose of the 2024 Plan is to motivate and reward employees and other individuals to perform at the highest level and contribute significantly to our success to further our best interests and those of our stockholders.
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Eligibility
Our employees, non-employee directors and consultants and advisors are eligible to receive awards under the 2024 Plan. As of April 11, 2024, there were approximately 5,474 employees, 0 consultants and 7 non-employee directors eligible to receive awards under the 2024 Plan. The basis of participation in the 2024 Plan is the Compensation Committee’s decision, in its sole discretion, that an award to an eligible participant will further the 2024 Plan’s stated purpose (as described above). In exercising its discretion, the Compensation Committee will consider the recommendations of management and the purpose of the 2024 Plan.
Authorized Shares
Subject to adjustment (as described below), the maximum number of shares of our Class A common stock available for issuance under the 2024 Plan with respect to awards granted after the effective date of the 2024 Plan will not exceed (i) 9,050,000 shares of Class A common stock less (ii) the number of shares subject to any award granted under the 2015 Plan after April 11, 2024 and prior to the effective date of the 2024 Plan plus (iii) the number of shares subject to any award previously granted under the 2015 Plan that is forfeited, cancelled, expires, terminates or otherwise lapses without the delivery of shares after April 11, 2024 and prior to the effective date of the 2024 Plan.
If any award granted under the 2024 Plan or the 2015 Plan expires or is canceled or forfeited, or is otherwise settled without the issuance of shares, the shares covered by the award will again be available for issuance under the 2024 Plan. Shares surrendered or withheld in payment of taxes related to an award granted under the 2024 Plan or the 2015 Plan will not again become available again for issuance under the 2024 Plan. Shares tendered or withheld in payment of an exercise or purchase price with respect to an award granted under the 2024 Plan or the 2015 Plan will not again be available for issuance under the 2024 Plan. Shares underlying replacement awards (i.e., awards granted as replacements for awards granted by a company that we acquire or with which we combine) will not reduce the number of shares available for issuance under the 2024 Plan.
Individual Limits
The maximum number of shares that may be issued pursuant to incentive stock options is 4,000,000.
A participant who is a non-employee director may not receive compensation for any calendar year (including the calendar year in which the non-employee director is first elected or appointed to the Board) in excess of $1,000,000 in the aggregate, including cash payments and awards granted under the 2024 Plan.
Administration
The 2024 Plan is administered by the Compensation Committee unless another committee is designated by the Board. The Compensation Committee has authority under the 2024 Plan to:
•designate participants;
•determine the types of awards to grant, the number of shares to be covered by awards, the terms and conditions of awards, whether awards may be settled or exercised in cash, shares, other awards, other property or net settlement, or any combination thereof, the circumstances under which awards may be canceled, forfeited or suspended, and whether awards may be deferred automatically or at the election of the holder or the Compensation Committee;
•amend the terms of any outstanding awards;
•correct any defect, supply any omission or reconcile any inconsistency in the 2024 Plan or any award agreement, in the manner and to the extent it shall deem desirable to carry the 2024 Plan into effect;
•interpret and administer the plan and any instrument or agreement relating to, or award made under, the 2024 Plan; and
•establish, amend, suspend or waive rules and regulations, appoint agents and make any other determination and take any other action that it deems necessary or desirable to administer the plan, in each case, as it deems appropriate for the proper administration of the plan and compliance with applicable law, stock market or exchange rules and regulations or accounting or tax rules and regulations.
To the extent permitted by applicable law, the Compensation Committee may delegate some or all of its authority under the 2024 Plan, including the authority to grant awards under the 2024 Plan, to a subcommittee or subcommittees of the Compensation Committee, or to other persons or groups of persons as it deems necessary, appropriate or advisable under conditions or
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limitations that it may set at or after the time of the delegation, except that such delegation shall not apply to any award for a person then covered by Section 16 of the Exchange Act.
Types of Awards
The 2024 Plan provides for grants of stock options, SARs, restricted stock, RSUs, performance awards and other stock-based and cash-based awards.
Stock Options
A stock option is a contractual right to purchase shares at a future date at a specified exercise price. The per share exercise price of a stock option (other than a replacement award) will be determined by the Compensation Committee and may not be less than the closing price of a share of Class A common stock on the grant date. The Compensation Committee will determine the date after which each stock option may be exercised and the expiration date of each option, provided that no option will be exercisable more than ten years after the grant date. Options that are intended to qualify as incentive stock options must meet the requirements of Section 422 of the Code.
SARs
SARs represent a contractual right to receive, in cash or shares, an amount equal to the appreciation of one share from the grant date. Any SAR will be granted subject to the same terms and conditions as apply to stock options.
Restricted Stock
Restricted stock is an award of shares that are subject to restrictions on transfer and a substantial risk of forfeiture.
RSUs
RSUs represent a contractual right to receive a share (or cash in an amount equal to the value of a share) at a future date, subject to specified vesting and other restrictions.
Performance Awards
Performance awards, which may be denominated in cash or shares, will be earned on the satisfaction of performance goals specified by the Compensation Committee. The Compensation Committee has authority to specify that any other award granted under the 2024 Plan will constitute a performance award by conditioning the exercisability or settlement of the award on the satisfaction of performance goals.
Other Stock-Based Awards
The Compensation Committee is authorized to grant other stock-based awards, which may be denominated in shares or factors that may influence the value of our shares, including convertible or exchangeable debt securities, other rights convertible or exchangeable into shares, purchase rights for shares, dividend rights or dividend equivalent rights or awards with value and payment contingent on our performance or that of our business units or any other factors that the Compensation Committee designates.
Other Cash-Based Awards
The Compensation Committee is authorized to grant other cash-based awards (including cash awarded as a bonus or upon the attainment of specified performance criteria or otherwise as permitted under the 2024 Plan), either independently or as an element of or supplement to any other award under the 2024 Plan.
Adjustments
In the event the Compensation Committee determines that, as a result of any dividend or other distribution (other than an ordinary dividend or distribution), recapitalization, stock split, reverse stock split, reorganization, merger, amalgamation, consolidation, separation, rights offering, split-up, spin-off, combination, repurchase or exchange of shares or other securities, issuance of warrants or other rights to purchase our shares or other securities, issuance of our shares pursuant to the anti-dilution provisions of our securities, or other similar corporate transaction or event affecting our shares, or of changes in applicable laws, regulations or accounting principles, an adjustment is necessary to prevent dilution or enlargement of the benefits or potential benefits intended to be made available under the 2024 Plan, the Compensation Committee will adjust equitably any or all of: (i) the number and type of shares or other securities that thereafter may be made the subject of awards, including the aggregate limits under the plan; (ii) the number and type of shares or other securities subject to outstanding
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awards; (iii) the grant, purchase, exercise or hurdle price for any award or, if deemed appropriate, make provision for a cash payment to the holder of an outstanding award; and (iv) the terms and conditions of any outstanding awards, including the performance criteria of any performance awards.
Dividends and Dividend Equivalents
The Compensation Committee may provide for the payment of dividends, dividend equivalents or other distributions on awards of restricted stock, RSUs or other stock-based awards (other than options or SARs), provided that no such distributions shall be paid with respect to any award unless and until such award vests. No dividends or dividend equivalents shall be provided with respect to shares underlying performance awards that are not earned or otherwise do not vest or settle pursuant to their terms. The 2024 Plan prohibits the payment of dividend equivalents on shares subject to outstanding options or SARs.
Termination of Service and Change in Control
The Compensation Committee will determine the effect on outstanding awards of a termination of employment or service prior to the end of a performance period or vesting, exercise or settlement, including whether the awards will vest, become exercisable, settle or be paid or forfeited. In the event of a “change in control” (as defined in the 2024 Plan and described below), the Compensation Committee may, in its sole discretion take any one or more of the following actions with respect to outstanding awards:
•continuation or assumption of the award by the Company (if it is the surviving corporation) or by the successor or surviving corporation (or its parent);
•substitution or replacement of the award by the successor or surviving corporation (or its parent) with cash, securities, rights or other property to be paid or issued, as the case may be, by the successor or surviving corporation (or a parent or subsidiary thereof) with substantially the same terms and value as the award (including any applicable performance targets or criteria);
•acceleration of the vesting of the award and the lapse of any restrictions thereon, and in the case of options and SAR awards, acceleration of the right to exercise the award during a specified period (and the termination of such option or SAR award without payment of any consideration therefor to the extent the award is not timely exercised), in each case, either (i) upon a participant’s involuntary termination of employment or service (including a termination of the participant’s employment by us without “cause” or by the participant for “good reason” and/or due to the participant’s death or “disability”, as such terms may be defined in the applicable award agreement and/or the participant’s employment, severance or similar agreement or offer letter, as the case may be) on or within a specified period prior to or following such change in control or (ii) upon the failure of the successor or surviving corporation (or its parent) to continue or assume the award;
•in the case of a performance award, determination of the level of attainment of any applicable performance conditions; and
•cancellation of the award in consideration of a payment equal to the value of the award (as determined in the discretion of the Compensation Committee), with the form, amount and timing of such payment determined by the Compensation Committee in its sole discretion (subject to the terms of the 2024 Plan), provided that (i) such payment shall be made in cash, securities, rights and/or other property, (ii) the Compensation Committee may, in its sole discretion, terminate without the payment of any consideration, any options or SAR awards for which the exercise or hurdle price is equal to or exceeds the per share value of the consideration to be paid in the change in control transaction and (iii) such payment shall be made promptly following such change in control or on a specified date or dates following such change in control, provided that the timing of such payment shall comply with Section 409A of the Code.
Under the 2024 Plan, a “change in control” generally means the occurrence of one or more of the following events:
•any person or entity is (or becomes, during any 12-month period) the beneficial owner of 50% or more of the total voting power of our stock;
•the replacement of more than 50% of our directors during any 12-month period;
•the consummation of a merger, amalgamation or consolidation with any other entity, or the issuance of voting securities in connection with such a transaction (unless (i) our voting securities outstanding immediately before such transaction continue to represent at least 50% of the voting power and total fair market value of the stock of the Company (or, if the Company is not the surviving entity, the surviving entity (or its parent)) or (ii) the transaction is effected to implement a
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recapitalization (or similar transaction) and no person or entity is or becomes the beneficial owner of 50% or more of either our then-outstanding shares or the combined voting power and total fair market value of our then-outstanding voting securities); or
•the sale or disposition of all or substantially all of our assets in which any person or entity acquires (or has acquired during the 12-month period ending on the date of the most recent acquisition by such person or entity) assets from us that have a total gross fair market value equal to more than 50% of the total gross fair market value of all of our assets immediately prior to such acquisition(s).
Amendment and Termination
Our Board may amend, alter, suspend, discontinue or terminate the 2024 Plan, subject to approval of our stockholders if required by the rules of the stock exchange on which our shares are principally traded. The Compensation Committee may amend, alter, suspend, discontinue or terminate any outstanding award. However, no such Board or Compensation Committee action that would materially adversely affect the rights of a holder of an outstanding award may be taken the holder’s consent, except (i) to the extent that such action is taken to cause the 2024 Plan to comply with applicable law, stock market or exchange rules and regulations or accounting or tax rules and regulations or (ii) to impose any “clawback” or recoupment provisions on any awards in accordance with the terms of the 2024 Plan. In addition, the Compensation Committee may amend the 2024 Plan in such manner as may be necessary or desirable to enable the plan to achieve its stated purposes in any jurisdiction in a tax-efficient manner and in compliance with local rules and regulations.
Prohibition on Repricing
Subject to the adjustment provision described above, the Compensation Committee may not directly or indirectly seek to effect any re-pricing of any previously granted “underwater” Option, SAR or similar award without approval of our stockholders by: (i) amending or modifying the terms of the option, SAR or similar award to lower the exercise or hurdle price; (ii) cancelling the underwater option, SAR or similar award and granting either (A) replacement options, SARs or similar awards having a lower exercise or hurdle price or (B) restricted shares, RSUs, performance awards or other share-based awards in exchange; or (iii) cancelling or repurchasing the underwater options, SARs or similar awards for cash or other securities.
Cancellation or “Clawback” of Awards
The Compensation Committee may, to the extent permitted by applicable law and stock exchange rules or by any of our policies, including the GoDaddy Inc. Incentive Compensation Recovery Policy and the GoDaddy Inc. Financial Statement Compensation Recoupment Policy, cancel or require reimbursement of any awards granted, shares issued or cash received upon the vesting, exercise or settlement of any awards granted under the 2024 Plan or the sale of shares underlying such awards.
Effective Date and Term
The 2024 Plan will become effective on the date immediately after the date on which the 2024 Plan is approved by stockholders. No award shall be granted under the 2024 Plan after the earliest to occur of (i) the 10-year anniversary of the effective date; (ii) the maximum number of shares available for issuance under the 2024 Plan have been issued; or (iii) the Board terminates the 2024 Plan in accordance with its terms.
U.S. Federal Income Tax Consequences
The following is a general summary under current law of certain United States federal income tax consequences to the Company and participants who are citizens or individual residents of the United States relating to awards granted under the 2024 Plan. This summary deals with the general tax principles that apply to such awards and is provided only for general information. Certain kinds of taxes, such as foreign taxes, state and local income taxes, payroll taxes and the alternative minimum tax, are not discussed. This summary is not tax advice and it does not discuss all aspects of federal taxation that may be relevant to the Company and participants. Accordingly, the Company urges each participant to consult his or her own tax advisor as to the specific tax consequences of participation in the 2024 Plan under federal, state, local and other applicable laws.
Non-Qualified Stock Options
A non-qualified stock option is an option that does not meet the requirements of Section 422 of the Code. A participant generally will not recognize taxable income when granted a non-qualified stock option. When the participant exercises the stock option, he
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or she generally will recognize taxable ordinary income equal to the excess of the fair market value of the shares received on the exercise date over the aggregate exercise price of the shares. The participant’s tax basis in the shares acquired on exercise of the option will be increased by the amount of such taxable income. We generally will be entitled to a federal income tax deduction in an amount equal to the ordinary income that the participant recognizes, subject to any limits imposed under Section 162(m) of the Code. When the participant sells the shares acquired on exercise, the participant generally will realize long-term or short-term capital gain or loss, depending on whether the participant holds the shares for more than one year before selling them. Special rules apply if all or a portion of the exercise price is paid in the form of shares.
Incentive Stock Options
An incentive stock option is an option that meets the requirements of Section 422 of the Code. A participant generally will not have taxable income when granted an incentive stock option or when exercising the option. If the participant exercises the option and does not dispose of the shares until the later of two years after the grant date and one year after the exercise date, the entire gain, if any, realized when the participant sells the shares generally will be taxable as long-term capital gain. We generally will not be entitled to any corresponding tax deduction.
If a participant disposes of the shares received upon exercise of an incentive stock option within the one-year or two-year periods described above, it will be considered a “disqualifying disposition,” and the option will be treated as a non-qualified stock option for federal income tax purposes. If a participant exercises an incentive stock option more than three months after the participant’s employment or service with us terminates, the option will be treated as a non-qualified stock option for federal income tax purposes. If the participant is disabled and terminates employment or service because of his or her disability, the three-month period is extended to one year. The three-month period does not apply in the case of the participant’s death.
SARs
A participant generally does not recognize income at the time a SAR is granted. At the time cash or stock representing the amount of the appreciation is transferred to the participant pursuant to exercise of the SAR, the participant will generally be required to recognize as income an amount equal to the amount of cash or fair market value of the shares paid or transferred to the participant. Such amount will be taxable as ordinary income and we generally will be entitled to a corresponding tax deduction, subject to any limits imposed under Section 162(m) of the Code.
Restricted Stock
A participant generally will not recognize any income upon the receipt of unvested shares of restricted stock unless the participant elects under Section 83(b) of the Code, within 30 days after receipt of the shares, to recognize ordinary income in an amount equal to the fair market value of the shares at the time of receipt, less any amount paid for the shares, and the Company generally will be allowed a corresponding tax deduction at that time, subject to any limits imposed under Section 162(m) of the Code. A Participant who makes the election will not be allowed a deduction for the value of any shares subsequently forfeited. A Participant who does not make the election generally will recognize ordinary income on the date of the lapse of the restrictions applicable to the shares, which may be at the time of grant, in an amount equal to the fair market value of the shares on such date, less any amount paid for the shares. We will withhold any Federal Insurance Contribution Act (“FICA”) taxes due in respect of the shares in the year the restrictions applicable to the shares lapse, based on the fair market value of the shares on the vesting date, unless the participant elects under Section 83(b) of the Code, in which case we will withhold any FICA taxes due in respect of the shares in the year of grant based on the fair market value of the shares on the grant date.
Generally, upon a sale or other disposition of restricted stock with respect to which a participant has recognized ordinary income (i.e., a Section 83(b) election was previously made or the restrictions previously lapsed), the participant will recognize capital gain or loss in an amount equal to the difference between the amount realized on such sale or other disposition and the basis in such shares. Such gain or loss will be long-term capital gain or loss if the participant holds such shares for more than one year.
RSUs
A participant generally does not recognize income at the time an RSU is granted. At the time of settlement of the award, the participant will generally recognize ordinary income equal to the fair market value of the RSUs at the time of settlement of the award, and the Company generally will be allowed a corresponding tax deduction at that time, subject to any limits imposed under Section 162(m) of the Code. We will withhold any FICA taxes due in respect of the RSUs in the year the RSUs vest based on the fair market value of the shares and/or cash underlying the award on the vesting date. Any gain or loss recognized upon a subsequent sale or exchange of the shares (if settled in shares) is generally treated as a capital gain or loss (short-term or long-term depending on the applicable holding period).
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Registration with the SEC
If our stockholders approve the 2024 Plan, we will file with the SEC a registration statement on Form S-8, as soon as reasonably practicable after the approval, to register the shares available for issuance under the 2024 Plan.
New Plan Benefits
Grants under the 2024 Plan, if any, will be subject to the Compensation Committee’s discretion. Therefore, we cannot determine the number or type of awards that will be granted to any participant under the 2024 Plan for 2024 or any other year, and no information is provided concerning the benefits to be delivered under the 2024 Plan to any individual or group of individuals. Information regarding our recent practices with respect to equity-based compensation is presented elsewhere in this proxy statement. See “Compensation Discussion and Analysis—Long-Term Compensation” beginning on page 56. Equity Compensation Plan Information
The following table summarizesSee “Equity Compensation Plan Information” on page 70 for a summary of our equity compensation plan information as of December 31, 2021. Information is included for equity compensation plans approved by our stockholders and equity compensation plans not approved by our stockholders. We will not grant equity awards in the future under any2023.Required Vote
The affirmative vote of the equity compensation plans not approvedholders of a majority of the voting power of the outstanding shares of our Class A common stock present in person or represented by proxy at the Annual Meeting and entitled to vote thereon is required to approve Proposal No. 4. There are no shares of our stockholders included in the table below.
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| Plan Category | (a) Number of Securities to be Issued Upon Exercise of Outstanding Stock Options and Rights (#) | (b) Weighted- Average Exercise Price of Outstanding Stock Options and Rights ($/Share)(1) | (c) Number of Securities Remaining Available for Future Issuance Under Equity Compensation Plans (Excluding Securities Reflected in Column (a)) (#)(2) |
| Equity compensation plans approved by stockholders | 8,216,786 | 53.18 | 35,709,479 |
| Equity compensation plans not approved by stockholders | 547,952 | 15.82 | — |
| Total | 8,764,738 | | 35,709,479 |
(1)The weighted-average exercise price does not include shares to beClass B common stock issued in connection with the settlement of RSUs or PSUs, as such awards do not have an exercise price.
(2)Includes shares available for future issuance under our equity incentive plan and our employee stock purchase plan.outstanding.
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| Proposal No. 35 Advisory Vote on the FrequencyApproval of Advisory Votes on Executive CompensationGoDaddy Inc.
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| The Board of Directors unanimously recommends that you vote “ONE YEARFOR” on the frequencyapproval of advisory vote on executive compensationthe GoDaddy Inc. 2024 Employee Stock Purchase Plan as set forth in this proposal 3.Appendix C attached hereto. |
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Pursuant to Section 14AOverview
On April 20, 2024, upon the recommendation of the Exchange Act,Compensation Committee, the Board adopted the GoDaddy Inc. 2024 Employee Stock Purchase Plan (the “2024 ESPP”), subject to approval by our stockholders havestockholders. The 2024 ESPP is designed to provide eligible employees of GoDaddy Inc. and its participating subsidiaries (“GoDaddy employees”) with the opportunity to advise the Board, inpurchase shares of our Class A common stock at a non-binding vote, regarding whether we should conduct an advisory (non-binding) votediscount to approve named executive officer compensation (that is, votes similar to the non-binding vote in Proposal No. 2 above) every one year, two years or three years.fair market value using their accumulated payroll deductions during specified offering periods.
While our compensation strategies relate to both the short-term and longer-term business outcomes, our Compensation Committee and Board make compensation decisions annually. We believe an annual advisory vote on named executive officer compensation is part of annual stockholder feedback and our executive compensation philosophy, policies and practices. The Board has determinedbelieves that holding an advisory votethe adoption of a new, broad-based ESPP will continue to serve as a powerful and effective tool in our total reward strategy for GoDaddy employees. The 2024 ESPP will provide employees with a continued opportunity to become stakeholders in our Company at favorable prices, thereby aligning employees’ interests with those of our stockholders.
Currently, we maintain the GoDaddy Inc. 2015 Employee Stock Purchase Plan, as amended (the “2015 ESPP”), which is scheduled to terminate in accordance with its terms on named executive officer compensation every year is the most appropriate policyFebruary 23, 2025 and which provides for us at this time,successive six-month offering periods commencing on or about May 15 and recommends stockholders vote for future advisory votes on named executive officer compensation to occurNovember 15 each year.
The option of one year, two years or three years receiving the highest number of votes cast by stockholders will be the frequency for the advisory vote on executive compensation that has been selected by stockholders. Abstentions and broker non-votes will have no effect on the outcome As of the vote.
As an advisory vote, this Proposal 3 is non-binding on the Company or the Compensation Committee. However, our Board and our Compensation Committee value the opinions of our stockholders, and will review the voting results and take them into consideration when setting the frequencydate of the advisory vote on executive compensation.
ItAnnual Meeting, it is expected that there will be an offering period in effect under the next say-on-frequency vote2015 ESPP that will occur at the 2028 annual meeting of stockholders.
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Audit Matters
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| Proposal No. 4
Ratification of Appointment of Independent Registered Public Accounting Firm
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| | The Board of Directors unanimously recommends that you vote “FOR” the ratification of the appointment of Ernst & Young LLP in this proposal 4.
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Our Audit and Finance Committee has reappointed Ernst & Young LLP (“EY”),be scheduled to be our independent registered public accounting firm for the year ending December 31, 2022. EY has served as our independent registered public accounting firm since 2004.
At the Annual Meeting,conclude in November 2024. If approved by our stockholders, arethe 2024 ESPP would replace the 2015 ESPP, with the first offering period commencing in November 2024 upon the completion of the then in effect offering period under the 2015 ESPP and subsequent offering periods being asked to ratifyadministered under the appointment of EY2024 ESPP for as our independent registered public accounting firm for the year ending December 31, 2022. Our Audit and Finance Committeelong as it is submitting the appointment of EY to our stockholders because we value our stockholders’ views on our independent registered public accounting firm and as a matter of good corporate governance. Representatives of EY will be present at the Annual Meeting. They will have an opportunity to make a statement and will be available to respond to appropriate questions from our stockholders.
in effect. If our stockholders do not ratifyapprove the appointment of EY, our Board may reconsider2024 ESPP, then the appointment. Even if our stockholders ratifythen in effect offering period under the appointment, our Audit and Finance Committee,2015 ESPP will conclude in its discretion, may appoint another independent registered public accounting firm at any time during the year if our Audit and Finance Committee believes such a change would be in the best interests of the Company and our stockholders.
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Report of the Audit and Finance Committee
The Company’s management is responsible for (i) establishing and maintaining internal controls and (ii) preparing the Company’s consolidated financial statements. Our independent registered public accounting firm, Ernst & Young LLP, is responsible for auditing the Company’s consolidated financial statements and expressing an opinion on the conformity of those consolidated financial statements with United States generally accepted accounting principles and expressing an opinion as to the effectiveness of the Company’s internal controls over financial reporting. In the performance of its oversight function, the Audit and Finance Committee has:
•reviewed and discussed the audited consolidated financial statements with management and Ernst & Young LLP;
•discussed with EY the matters required to be discussed by the applicable requirements of the Public Company Accounting Oversight BoardNovember 2024 and the SEC; and
•received the written disclosures and the letter from EY required by applicable requirements of the Public Company Accounting Oversight Board regarding the independent accountant’s communications2015 ESPP will terminate in accordance with the Audit and Finance Committee concerning independence, and has discussed with EY its independence.
Based on the Audit and Finance Committee’s review and discussions with management and EY, the Audit and Finance Committee recommended to the Board that the audited consolidated financial statements be included in our 2021 Annual Report on Form 10-K, filedterms on February 17, 2022, for filing with the Securities and Exchange Commission.23, 2025.
Respectfully submitted by the membersAs of the Audit and Finance Committee:
Mark Garrett (Chair)
Herald Chen
Caroline Donahue
Charles Robel
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Fees Paid to the Independent Registered Public Accounting Firm
The following table presents fees for professional audit services and other services rendered by EY for the years ended December 31, 2021 and 2020 ($ in thousands): | | | | | | | | |
| 2021 | 2020 |
Audit Fees(1) | $ | 4,417 | | $ | 4,555 | |
Audit-Related Fees(2) | 2 | | 2 | |
Tax Fees(3) | 127 | | 96 | |
| Total Fees | $ | 4,546 | | $ | 4,653 | |
(1) Audit Fees consist2023, the number of professional services and expenses rendered in connection with (i)shares remaining available for issuance under the audit2015 ESPP was 4,604,837, which represented approximately 3.2% of our annual consolidated financial statements and internal control over financial reporting, (ii) the reviewshares of our quarterly consolidated financial statements included in our Quarterly Reports on Form 10-Q, (iii) statutory and regulatory filings or engagements and (iv) our securities offerings.
(2) Audit-Related Fees consistcommon stock outstanding as of a license fee related to our use of an accounting research tool.
(3) Tax Fees consist of fees for professional services and expenses for tax compliance, tax advice and tax planning.
Auditor Independence
Our Audit and Finance Committee has reviewed the non-audit services performed by, and the fees paid to, EY in 2020 and 2021, respectively, and the proposed services for 2022, and has determined that such services and fees are compatible with EY’s independence. All audit and non-audit related services were approved by our Audit and Finance Committee prior to such services being rendered. There were no other professional services provided by EY that would have required our Audit and Finance Committee to consider their compatibility with maintaining the independence of EY.
Audit and Finance Committee Policy on Pre-Approval of Audit and Permissible Non-Audit Services of Independent Registered Public Accounting Firm
Our Audit and Finance Committee has established a policy governing our use of the services of our independent registered public accounting firm. Under the policy, our Audit and Finance Committee is required to pre-approve all audit and permissible non-audit services, other than de minimis non-audit services, to be performed by the independent registered public accounting firm.
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Other Management Proposals
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| Proposal No. 5
Amendment to the Company’s Amended And Restated Certificate of Incorporation to Declassify the Board of Directors and Provide for the Annual Election of Directors
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| | The Board of Directors unanimously recommends that you vote “FOR” the amendment to the Company’s amended and restated certificate of incorporation to declassify the board of directors and provide for the annual election of directors in this proposal 5.
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Overview
The Board has approved, adopted and declared advisable, and recommends that the Company’s stockholders approve, amendments to the Company’s Amended and Restated Certificate of Incorporation (the “Certificate”) to phase out the classification of the Board and to provide instead for the annual election of directors, as well as to revise certain related provisions of the Certificate.April 11, 2024. If adopted by stockholders, this proposal would also enact certain immaterial changes by eliminating from Paragraphs A, B and C of Article VI of the Certificate provisions that relate to the Company’s former sponsors and that have become inoperative and are no longer effective.
Background
Article VI of the Certificate currently provides that the Board shall be divided into three classes, designated Class I, Class II and Class III, each to consist as nearly as possible of one third of the total number of directors, with the term of office of one class expiring each year and directors in each class being elected to three-year terms. If the proposed amendments are approved by our stockholders, directors previously elected to three-year termsthe maximum number of office by our stockholders, including those directors elected at this Annual Meeting,shares of Class A common stock that may be issued under the 2024 ESPP will complete their three-year terms, and thereafter they or their successors would be elected to one-year terms at each future annual meeting of stockholders.
Beginning atnot exceed in the 2025 annual meeting of stockholders, the declassificationaggregate 4,605,000 shares (which consists of the Board wouldapproximate number of shares remaining available for issuance under the 2015 ESPP as of December 31, 2023) less the number of shares issued under the 2015 ESPP after December 31, 2023 and before the commencement of the first offering period under the 2024 ESPP. Accordingly, no new additional shares are being requested for issuance under the 2024 ESPP; rather, the shares remaining available under the 2015 ESPP (other than those needed to satisfy outstanding purchase dates under the 2015 ESPP) will be complete,cancelled and all directors wouldsuch shares will be subject to annual election to one-year terms. In addition, Delaware law providesreserved for issuance under the 2024 ESPP.
The 2024 ESPP does not include an evergreen provision that directors serving on declassified boards of directors may be removed with or without cause, and therefore, the proposed amendments would permit annual increases in the removalnumber of shares available for issuance without cause of directors, but will provide that the directors serving the remainder of a three-year term in office will be removable only for cause. Finally, the proposed amendments will provide that any director appointed to fill a vacancy or newly created directorship will hold office until the next election for the class to which such director is appointed, or following the completion of the declassification, any director appointed to fill a vacancy or newly created directorship will serve for a term expiring at the next annual meeting and will remain in office until such person’s successor is elected and qualified (or earlier death, resignation or removal).
Reasons for the Proposed Amendment
stockholder approval. The Governance Committee and the Board have considered the merits of annually elected and staggered boards, taking a variety of perspectives into account. Although the Board believes that a classified board structure may enhance stockholder value by forcingthis share reserve represents an entity seeking controlappropriate amount of potential equity dilution in light of the Company to initiate arms-length discussions with the Board (since the entire Board cannot be replaced in a single election), the Board recognizes that there are different perspectives on this matter. After weighing these considerations, the Board (acting on the recommendationpurposes of the Governance Committee) has determined that it is in the best interests2024 ESPP, which are further described below.
Summary of the Company and its stockholders to adopt resolutions setting forth proposed amendments to the Certificate to declassify the Board.
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2024 ESPPThe textfollowing is a description of the proposed amendments, with proposed deletions reflected by “strike-through” textmaterial terms of the 2024 ESPP. The summary below does not contain a complete description of all provisions of the 2024 ESPP and proposed additions reflected by “underline” text, is set forth in Appendix B. This summary is qualified in its entirety by reference to the 2024 ESPP, a copy of which is attached as Appendix B.
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Approval of this proposal requires the affirmative vote of the holders of at least two-thirds in voting power of the outstanding shares of the Company’s Class A common stock and Class B Common Stock, voting together as a single class.
If the stockholders approve this proposal, the Company will file with the Delaware Secretary of State a certificate of amendment that includes the amendments correspondingC to this proposal, which will become effective upon filing. The approval of this proposal is not conditioned on the approval of any other proposal. The Board retains the discretion to abandon the amendments and not implement them at any time before they become effective.Proxy Statement.
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Purpose
The purpose of the 2024 ESPP is to provide GoDaddy employees with an opportunity to purchase shares of our Class A common stock through accumulated payroll deductions or other contributions. The 2024 ESPP will consist of a “423 Component”, which is intended to qualify as an “employee stock purchase plan” under Section 423 of the Code, and a “non-423 Component”, which will not qualify as an “employee stock purchase plan” and will be maintained to the extent that the Administrator (as defined below) determines that the 2024 ESPP is not able to satisfy the requirements of Section 423 of the Code or otherwise as determined by the Administrator, including for participation outside the United States.
Shares
The maximum number of shares of our Class A common stock that will be made available for sale under the 2024 ESPP on and after the effective date of the 2024 ESPP is 4,605,000 shares less the number of shares issued under the 2015 ESPP after December 31, 2023 and before the commencement of the first offering period under the 2024 ESPP (subject to adjustment as described below). If any purchase of shares pursuant to an option under the 2024 ESPP is not consummated, the shares not purchased will again become available for issuance under the 2024 ESPP.
Eligibility
Any GoDaddy employee who is customarily employed for at least 20 hours per week and more than five months in any calendar year (or any lesser number established by the Administrator) will be eligible to participate in the 2024 ESPP. Notwithstanding the foregoing, no eligible employee will be granted an option under the 2024 ESPP if (i) immediately after the grant, such employee would own 5% or more of our capital stock (by vote or value) or (ii) such grant would permit the employee to accrue rights to purchase shares of Class A common stock in excess of $25,000 of the fair market value of such shares (as determined on the first trading day of the offering period) for each calendar year in which such option is outstanding at any time. As of April 11, 2024, approximately 5,813 employees would be eligible to participate in the 2024 ESPP. For illustrative purposes, approximately 40% of eligible employees were enrolled in the offering period in effect as of April 11, 2024 under the 2015 ESPP.
Administration
The 2024 ESPP will be administered by the Board or a committee appointed by the Board (the “Administrator”). In connection with the adoption of the 2024 ESPP, the Board appointed the Compensation Committee as the administrator of the 2024 ESPP. The Administrator has full and exclusive discretionary authority to construe, interpret and apply the terms of the 2024 ESPP, to designate offerings under the 2024 ESPP, to designate subsidiaries for participation in the 423 Component or the non-423 Component, to determine eligibility, to adjudicate disputed claims and to establish procedures necessary for the 2024 ESPP’s administration. The Administrator may delegate its authority under the 2024 ESPP to a subcommittee or subcommittees of the Compensation Committee, or to other persons or groups of persons as it deems necessary, appropriate or advisable in accordance with applicable law.
Offering Periods
The 2024 ESPP will be implemented by consecutive offering periods, with a new offering period commencing on the first trading day on or after May 15 and November 15 each year, or on such other date as determined by the Administrator. No offering period may last more than 27 months.
Employee Contributions
Each eligible employee may participate in an offering under the 2024 ESPP by submitting a subscription agreement prior to the commencement of an offering period authorizing contributions in an amount not exceeding 15% of the employee’s eligible compensation received on each pay day during the offering period, unless otherwise determined by the Administrator. A participant’s contribution elections will remain in effect for successive offering periods unless the participant makes new elections in accordance with the 2024 ESPP. Except as may be permitted by the Administrator, a participant may not change his or her rate of contributions during an offering period.
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| 88 | Proposal No. 6 |
Amendment to the Company’s Amended and Restated Certificate of Incorporation to Eliminate Certain Supermajority Voting Requirements | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| About GoDaddy | | |  |
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|  | | | The Board of Directors unanimously recommends that you vote “FOR” the amendment to the Company’s amended and restated certificate of incorporation to eliminate certain supermajority voting requirements in this proposal 6.Governance
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| Executive Compensation | | | Audit Matters | | | Other Management Proposals | | | Other Information |
Grant of Options
OverviewOn the first trading day of each offering period, each participant will receive an option to purchase, on the last trading day of the offering period, a number of shares of Class A common stock determined by dividing such participant’s accumulated contributions on such date by the applicable purchase price (as described below). In no event will a participant be permitted to purchase more than 1,500 shares of Class A common stock under the 2024 ESPP during each calendar year and during each offering period (in each case, subject to adjustment as described below).
Exercise of Options and Purchase of Shares
Unless a participant has withdrawn from the 2024 ESPP or terminated employment, on the last trading day of an offering period, the participant’s option will be automatically exercised and the participant will purchase a number of shares based on his or her accumulated contributions at a price equal to 85% of the fair market value of a share of Class A common stock on the first trading day of the offering period or the last trading day of the offering period, whichever is lower. Unless otherwise determined by the Administrator, no fractional shares may be purchased and any remaining contributions not sufficient to purchase a full share will be retained in the participant’s account for the subsequent offering period.
If the Administrator determines that the number of shares of Class A common stock with respect to which options are to be exercised exceeds (i) the number of shares available for sale under the 2024 ESPP on the first trading day of the offering period, (ii) the number of shares available for sale under the 2024 ESPP on the last trading day of the offering period or (iii) 1,000,000 shares during any calendar year, then the Administrator may provide for a pro rata allocation of the shares available for purchase in as uniform a manner as will be practicable and equitable among all participants, and either continue or terminate any offering periods then in effect.
Withdrawal
A participant may withdraw all (but not less than all) the contributions credited to his or her account at least 15 days prior to the end of an offering period (unless otherwise determined by the Administrator) by submitting or otherwise delivering a notice of withdrawal. All of the participant’s contributions will be returned to the participant and the participant’s option for the offering period will be terminated. A participant’s withdrawal from an offering period will not have any effect upon his or her eligibility to participate in succeeding offering periods, subject to the participant’s re-enrollment in the 2024 ESPP in accordance with its terms.
Termination of Employment
If a participant ceases to be an eligible employee, he or she will be deemed to have withdrawn from the 2024 ESPP and the contributions credited to his or her account will be returned to the participant and the participant’s option will be automatically terminated.
Transferability
No contributions credited to a participant’s account or rights with regard to the exercise of an option or the receipt of shares under the 2024 ESPP may be assigned, transferred, pledged or otherwise disposed of in any way (other than by will, the laws of descent and distribution or pursuant to a beneficiary designation under the 2024 ESPP) by the participant.
Adjustments and Change in Control
In the event of any change in corporate structure affecting shares of Class A common stock, including any dividend or other distribution, recapitalization, stock split, reorganization, merger, consolidation or similar transaction, the Administrator will, in such manner as it deems equitable in order to prevent dilution or enlargement of the benefits intended to be made available under the 2024 ESPP, adjust the number and class of shares of common stock that may be delivered under the 2024 ESPP, the purchase price per share and the number of shares of Class A common stock covered by each option under the 2024 ESPP that has not yet been exercised, and the numerical share limits under the 2024 ESPP. In the event of the proposed dissolution or liquidation of our Company, any offering period then in progress will be shortened by setting a new date on which outstanding options will be exercised and such offering period will be terminated immediately prior to the consummation of such dissolution or liquidation, unless provided otherwise by the Administrator. In the event of a merger or change in control (as defined in the 2024 ESPP), each outstanding option will be assumed or substituted by the successor corporation (or its parent or subsidiary),
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and if such successor refuses to assume or substitute the option, the offering period will be shortened by setting a new date on which outstanding options will be exercised and such offering period will end.
Amendment and Termination
The Board has approved, adopted and declared advisable, and recommendsAdministrator may amend, suspend or terminate the 2024 ESPP at any time in its discretion. If the 2024 ESPP is terminated, the Administrator may elect to terminate all outstanding offering periods either immediately or upon completion of the purchase of shares on the next exercise date or may elect to permit offering periods to expire in accordance with their terms. If offering periods are terminated prior to expiration, all amounts then credited to participants’ accounts that the Company’s stockholders approve, amendmentshave not been used to purchase shares will be returned to the Certificate to eliminate certain supermajority voting provisions.participants.
BackgroundTerm of Plan
The Certificate currently requires2024 ESPP will become effective upon its approval by our stockholders and will continue for a term of 10 years unless sooner terminated.
Governing Law
The 2024 ESPP will be governed by the affirmative votelaws of the holdersState of at least two-thirds in voting power of all the then outstanding sharesDelaware.
Federal Income Taxation
The following is a general summary under current law of the Company’s stock entitledU.S. federal income tax consequences associated with the 2024 ESPP. The summary does not purport to vote thereon, voting together as a single class, to (i) amendbe complete and does not discuss the tax consequences for participation outside the U.S., or repeal any provision of the Company’s Bylaws, (ii) remove a director from office or (iii) adopt future amendments to the following provisions of the Certificate:income tax laws of any municipality, state or foreign country in which the participant may reside. As a result, tax consequences for any particular participant may vary based on individual circumstances.
•Article V, which authorizesUnder the Board to amend the Bylaws and currently specifies the vote required to amend the Certificate and Bylaws;
•Article VI, which addresses the election and removal of directors, who may call meetings423 Component of the Board, certain quorum2024 ESPP, the 2024 ESPP will be intended to qualify as an “employee stock purchase plan” under Section 423 of the Code. Under Section 423 of the Code, participants will not realize taxable income for U.S. federal income tax purposes when they complete enrollment materials and voting requirementsprocedures or when they complete their payment for Board action and certain other matters relatingreceive delivery of the shares which they are eligible to directors;purchase as long as such purchase occurs while they are employed by GoDaddy or any designated subsidiary or within three months after termination of employment. If a participant does not dispose of shares acquired pursuant to the exercise of an option under the 2024 ESPP until more than (i) two years after the applicable grant date and (ii) one year after the applicable exercise date, any profit realized upon disposition will be treated as a long-term capital gain and no tax deduction will be allowed to GoDaddy.
•Article VII, which addresses certain limitationsIf a participant disposes of the shares prior to satisfaction of the holding periods described in the preceding paragraph, the excess of the fair market value of the shares on the liabilitydate of directors;exercise or, if less, the fair market value on the date of disposition, less the exercise price will be taxable as ordinary income to the participant at the time of disposition, and a corresponding tax deduction will be allowable to GoDaddy.
•Article VIII, which addresses stockholder action by consent and special meetings of stockholders;
•Article IX, which addresses waivers of certain corporate opportunities and related matters; and
•Article X, which addresses Section 203Under the non-423 Component of the Delaware General Corporation Law2024 ESPP, the 2024 ESPP will not be intended to qualify as an “employee stock purchase plan” under Section 423 of the Code. Participants will not realize taxable income for U.S. federal income tax purposes when they complete enrollment materials and procedures. Upon the purchase of shares pursuant to an option under the 2024 ESPP, the excess of the fair market value of the underlying shares on the exercise date less the applicable purchase price will be taxable as ordinary income to the participant and will be subject to applicable withholding taxes. GoDaddy is generally entitled to a tax deduction at the same time in the same amount.
The participant’s tax basis for shares acquired pursuant to the exercise of an option under the 2024 ESPP will equal the sum of the income recognized and the approvalsapplicable purchase price. Gain or loss upon a subsequent sale of any shares received upon the exercise of options will generally be taxed as long-term or short-term capital gain or loss, depending upon the holding period of the shares sold. To the extent required by applicable law, a participant must make arrangements satisfactory to authorize certain business combinations.GoDaddy for the payment of any withholding or similar tax obligations that arise in connection with the 2024 ESPP.
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New Plan Benefits
Because benefits under the 2024 ESPP depend on employees’ elections to participate in the 2024 ESPP and the fair market value of the shares of Class A common stock at various future dates, it is not possible to determine future benefits that will be received by GoDaddy employees under the 2024 ESPP.
Registration with the SEC
If our stockholders approve the proposed amendments are adopted,2024 ESPP, we will file a Registration Statement on Form S-8 with the stockholder vote requiredSEC to take any ofregister the foregoing actions will beshares available for issuance under the 2024 ESPP.
Required Vote
The affirmative vote of the holders of a majority of the voting power of the outstanding shares of our Class A common stock present in person or represented by proxy at the Company’s stockAnnual Meeting and entitled to vote thereon (subject is required to any other provisionsapprove Proposal No. 5. There are no shares of the Certificate, any vote required by applicable law and the express terms of any preferredour Class B common stock issued in the future). If adopted by stockholders, this proposal would also enact certain immaterial changes by eliminating from Article V of the Certificate provisions that relate to the Company’s former sponsors and that have become inoperative and are no longer effective.outstanding.
Reasons for the Proposed Amendment
The Governance Committee and the Board have considered the merits of maintaining the supermajority stockholder approval provisions in the Certificate. Supermajority provisions encourage stockholders to reach a broad consensus on significant governance decisions and might be viewed as protective of minority stockholders (by preventing a simple majority of stockholders from taking action that favors only the majority). However, the Board is aware that certain stockholders and institutions assert that a majority vote should be sufficient for any corporate action requiring stockholder approval. After weighing these considerations, the Board (acting on the recommendation of the Governance Committee) has determined that it is in the best interests of the Company and its stockholders to adopt resolutions setting forth proposed amendments to the Certificate to eliminate these supermajority voting requirements.
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| | | 20222024 Proxy Statement | 71 |
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The text of the proposed amendments, with proposed deletions reflected by “strike-through” text and proposed additions reflected by “underline” text, is set forth in Appendix C. This summary is qualified in its entirety by reference to Appendix C.
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Approval of this proposal requires the affirmative vote of the holders of at least two-thirds in voting power of the outstanding shares of the Company’s Class A common stock and Class B common stock, voting together as a single class.
If the stockholders approve this proposal, the Company will file with the Delaware Secretary of State a certificate of amendment that includes the amendments corresponding to this proposal, which will become effective upon filing. The approval of this proposal is not conditioned on the approval of any other proposal. The Board retains the discretion to abandon the amendments and not implement them at any time before they become effective.
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| Proposal No. 7
Amendment to the Company’s Amended and Restated Certificate of Incorporation to Eliminate Certain Business Combination Restrictions Set Forth Therein and Instead Subject the Company to the Business Combination Restrictions of the Delaware General Corporation Law
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| | The Board of Directors unanimously recommends that you vote “FOR” the amendment to the Company’s amended and restated certificate of incorporation to eliminate certain business combination restrictions set forth therein and instead subject the Company to the business combination restrictions of the Delaware general corporation law in this proposal 6.
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Overview
The Board has approved, adopted and declared advisable, and recommends that the Company’s stockholders approve, amendments to the Certificate to eliminate certain business combination restrictions contained therein and instead subject the Company to the business combination restrictions of Section 203 of the Delaware General Corporation Law (“Section 203”).
Background
Section 203 prohibits a Delaware corporation from engaging in a “business combination” with an “interested stockholder” for three years from the date a person or entity becomes an interested stockholder. An “interested stockholder” includes a person or entity that owns 15% or more of the corporation’s outstanding voting stock. A “business combination” includes: (i) mergers between the corporation and an interested stockholder; (ii) sales or dispositions to an interested stockholder of assets worth 10% or more of the total asset value of the corporation (measured by consolidated asset value or aggregate stock value); (iii) certain issuances or transfers of stock to an interested stockholder; (iv) certain transactions involving the corporation that would increase the proportionate ownership of the interested stockholder; and (v) a receipt by the interested stockholder (except proportionately as a stockholder) of any loans, advances, guarantees, pledges or other financial benefits provided by the corporation.
Under Section 203, the three-year moratorium on business combinations does not apply if: (i) the business combination or the transaction that resulted in the stockholder becoming an interested stockholder is approved by the corporation’s board prior to the time the interested stockholder becomes an interested stockholder; (ii) the interested stockholder acquired at least 85% of the voting stock of the corporation (other than stock held by directors who are also officers or by qualified employee stock plans) in the transaction in which it becomes an interested stockholder; or (iii) the business combination is approved by a majority of the corporation’s board and by the affirmative vote of 66⅔% of the outstanding voting stock that is not owned by the interested stockholder.
Reasons for the Proposed Amendment
Article X of the Certificate currently includes a provision opting out of the business combination restrictions set forth in Section 203. Instead, Article X includes restrictions substantially similar to those set forth in Section 203, but, among other things, excepts from the definition of “interested stockholder” the Company’s former sponsors and their permitted transferees. Because the Company’s former sponsors havecompletely sold their respective ownership positions in the Company, the Board (acting on the recommendation of the Governance Committee) has determined it is advisable to simplify the Certificate by eliminating the provisions of current Article X in their entirety and instead subject the Company to the business combination restrictions set forth in Section 203.
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The text of the proposed amendments, with proposed deletions reflected by “strike-through” text and proposed additions reflected by “underline” text, is set forth in Appendix D. This summary is qualified in its entirety by reference to Appendix D and the above description of Section 203 is qualified in its entirely by reference to Section 203.
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Approval of this proposal requires (i) the affirmative vote of the holders of at least two-thirds in voting power of the outstanding shares of the Company’s Class A common stock and Class B common stock, voting together as a single class, and (ii) the affirmative vote of the holders of at least two-thirds in voting power of the outstanding shares of Class A common stock and Class B common stock, voting together as a single class and excluding any shares owned as of the record date for the Annual Meeting by an interested stockholder subject to the restrictions of Article X. As of the date of this Proxy Statement, the Company is not aware of any stockholder who may be subject to the restrictions set forth in Article X.
If the stockholders approve this proposal, the Company will file with the Delaware Secretary of State a certificate of amendment that includes the amendments corresponding to this proposal, which will become effective upon filing. The approval of this proposal is not conditioned on the approval of any other proposal. The Board retains the discretion to abandon the amendments and not implement them at any time before they become effective.
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| Proposal No. 8
Amendment to the Company’s Amended and Restated Certificate of Incorporation to Eliminate Inoperative Provisions and Implement Certain other Miscellaneous Amendments
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| | The Board of Directors unanimously recommends that you vote “FOR” the amendment to the Company’s amended and restated certificate of incorporation to eliminate inoperative provisions and implement certain other miscellaneous amendments in this proposal 6.
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Overview
The Board has approved, adopted and declared advisable, and recommends that the Company’s stockholders approve, amendments to the Certificate to eliminate inoperative provisions and implement certain other miscellaneous amendments.
Background
Following the Company’s initial public offering, its former sponsors owned, collectively, greater than 40% of the voting power of the Company’s outstanding stock. In recognition of this fact, the Certificate currently includes provisions intended to permit the former sponsors to take certain actions, including, without limitation, to approve charter amendments, cause the Company to hold a special stockholder meeting, and act by consent in lieu of a stockholder meeting. These provisions were effective only when the former sponsors owned, collectively, at least 40% of the voting power of the outstanding voting stock of the Company. Because the former sponsors no longer own this requisite percentage, these provisions have become inoperative and have no current effect. The Board (acting on the recommendation of the Governance Committee) has determined it is advisable to simplify the Certificate by eliminating these inoperative provisions.
In addition, the Board has approved certain other miscellaneous amendments to the Certificate set forth in Appendix E, including to eliminate the current provisions of Article IX. Article IX generally provides that the Company’s former sponsors and their affiliates, and the Company’s outside directors, do not have a duty to refrain from engaging in business activities similar to the Company’s and that the Company renounces any interest in business opportunities that are presented to such persons or entities.
Reasons for the Proposed Amendments
To simplify the Certificate, the Board (acting on the recommendation of the Governance Committee) has determined it is advisable to eliminate the provisions of Article IX, and to instead, contingent on such elimination, provide for the same renunciation of interest in a waiver set forth in a resolution of the Board.
The text of the proposed amendments, with proposed deletions reflected by “strike-through” text and proposed additions reflected by “underline” text, is set forth in Appendix E. This summary is qualified in its entirety by reference to Appendix E.
* * *
Approval of this proposal requires the affirmative vote of the holders of at least two-thirds in voting power of the outstanding shares of the Company’s Class A common stock and Class B common stock, voting together as a single class.
If the stockholders approve this proposal, the Company will file with the Delaware Secretary of State a certificate of amendment that includes the amendments corresponding to this proposal, which will become effective upon filing. The approval of this proposal is not conditioned on the approval of any other proposal. The Board retains the discretion to abandon the amendments and not implement them at any time before they become effective.
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Security Ownership of Certain Beneficial Owners and Management
The following table sets forth certain information with respect to the beneficial ownership of shares of our common stock as of February 28, 2022April 11, 2024 by:
•each of our named executive officers;
•each person or group who beneficially owned more than 5% of our common stock; and
•all of our current directorsDirectors (which includes all director nominees) and executive officers as a group.
The amounts and percentages of Class A common stock beneficially owned are reported based on the basis of theSEC regulations of the SEC governing the determination of beneficial ownership of securities. Under these rules, a person is deemed to be a beneficial owner of a security if that person has or shares voting power, which includes the power to vote or to direct the voting of such security, or investment power, which includes the power to dispose of or to direct the disposition of such security. A person is also deemed to be a beneficial owner of any securities of which that person has the right to acquire beneficial ownership within 60 days, includingdays. As of April 11, 2024, there were 141,969,347 shares of our Class A common stock issuable upon exchange of Limited Liability Company Units (together with correspondingissued and outstanding and no shares of our Class B common stock) on a one-for-one basis, subject to the terms of the Exchange Agreement (Exhibit 4.4 to our Annual Report on Form 10-K). Under these rules, more than one person may be deemed to be a beneficial owner of the same securities. None of our directors, NEOs or 5% equity holders beneficially owns either directly or indirectly shares of our Class B common stock.stock issued and outstanding.
Unless otherwise indicated, the address of each beneficial owner listed in the table below is c/o GoDaddy Inc., 2155 E. GoDaddy Way,100 S. Mill Ave, Suite 1600, Tempe, Arizona 85284.AZ 85281.
| | Common Stock Beneficially Owned |
| Number of Shares Class A Common Stock(1) |
| Common Stock Beneficially Owned | | | Common Stock Beneficially Owned |
| Number of Shares Class A Common Stock(1) | | | Number of Shares Class A Common Stock(1) |
| Name of Beneficial Owner | Name of Beneficial Owner | Number | % | Name of Beneficial Owner | Number | % |
| Directors and Named Executive Officers: | Directors and Named Executive Officers: | |
| Aman Bhutani | |
| Aman Bhutani | |
| Aman Bhutani | Aman Bhutani | 285,792 | * | 544,743 | | * | * |
| Herald Chen | Herald Chen | 6,143 | * | Herald Chen | 15,315 | | * | * |
| Roger Chen | Roger Chen | 160,366 | * | Roger Chen | 151,486 | | * | * |
| Nick Daddario | Nick Daddario | 6,924 | * | Nick Daddario | 15,138 | | * | * |
| Caroline Donahue | Caroline Donahue | 8,870 | * | Caroline Donahue | 18,042 | | * | * |
| Mark Garrett | Mark Garrett | 9,850 | * | Mark Garrett | 19,022 | | * | * |
| Michele Lau | Michele Lau | — | * | Michele Lau | 14,774 | | * | * |
| Mark McCaffrey | Mark McCaffrey | 7,737 | * | Mark McCaffrey | 59,345 | | * | * |
| Charles Robel | 87,610 | * |
| Ryan Roslansky | 8,870 | * |
| Brian Sharples | Brian Sharples | 13,159 | * | Brian Sharples | 22,065 | | * | * |
| Leah Sweet | Leah Sweet | 3,235 | * | Leah Sweet | 10,407 | | * | * |
Lee Wittlinger(2) | 6,143 | * |
| All current executive officers and directors as a group (13 persons) | 604,699 | * |
| Srini Tallapragada | | Srini Tallapragada | 3,116 | | * |
| Sigal Zarmi | | Sigal Zarmi | 3,116 | | * |
| All current executive officers and Directors as a group (12 persons) | | All current executive officers and Directors as a group (12 persons) | 861,795 | | * |
| 5% Equity Holders: | 5% Equity Holders: | |
Entities affiliated with Capital Research(3) | 17,239,753 | 10.7% |
Entities affiliated with Vanguard(4) | 16,094,349 | 10.0% |
Entities affiliated with Starboard(5) | 10,853,899 | 6.8% |
Entities affiliated with Wellington(6) | 10,701,580 | 6.7% |
Entities affiliated with Fidelity(7) | 9,138,482 | 5.7% |
Entities affiliated with BlackRock(8) | 8,236,755 | 5.1% |
Entities affiliated with BlackRock(2) | |
Entities affiliated with BlackRock(2) | |
Entities affiliated with BlackRock(2) | | 16,638,234 | | 11.7 | % |
Entities affiliated with Vanguard(3) | | Entities affiliated with Vanguard(3) | 14,354,536 | | 10.1 | % |
Entities affiliated with Starboard(4) | | Entities affiliated with Starboard(4) | 8,671,000 | | 6.1 | % |
Entities affiliated with Janus(5) | | Entities affiliated with Janus(5) | 7,939,918 | | 5.6 | % |
* Represents beneficial ownership of less than one percent (1%) of the outstanding shares of our common stock.
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(1)Class A common stock beneficially owned includes shares issuable upon exercise or settlement of outstanding equity awards that will become exercisable or settle within 60 days of February 28, 2022April 11, 2024 as follows:
| | | | | |
| Name of Beneficial Owner | Number of Awards |
| Aman Bhutani | 229,428315,850 | |
| Herald Chen | 3,234 | |
| Roger Chen | 124,16510,684 | |
| Nick Daddario | 4,1285,140 | |
Charles RobelCaroline Donahue | 23,6273,234 | |
| Mark Garrett | 3,234 | |
| Mark McCaffrey | 5,215 | |
| Michele Lau | — | |
| Brian Sharples | 4,335 | |
| Leah Sweet | 3,234 | |
| Srini Tallapragada | — | |
| Sigal Zarmi | — | |
All current executive officers and directors as a group (13(12 persons) | 381,348354,160 | |
(2)The address of Mr. Wittlinger is c/o Silver Lake Partners, 2775 Sand Hill Road #100, Menlo Park, CA 94025.
(3)Based on information reported by Capital International Investors, a divisionBlackRock, Inc. (“BlackRock”) on Schedule 13G/A filed with the SEC on January 23, 2024. Of the shares of Capital ResearchClass A common stock beneficially owned, BlackRock reported sole voting power over 15,648,516 shares and Management Companysole dispositive power over all of the shares. BlackRock listed its address as 50 Hudson Yards, New York, NY 10001.
(3)Based on information reported by The Vanguard Group (“Capital ResearchVanguard”), on Schedule 13G/A filed with the SEC on February 11, 2022. Of the shares of Class A common stock beneficially owned, Capital Research reported sole voting power over 16,918,755 shares and sole dispositive power over all of the shares. Capital Research listed its address as 333 South Hope Street, 55th Floor, Los Angeles, CA 90071.
(4)Based on information reported by The Vanguard Group (“Vanguard”), on Schedule 13G/A filed with the SEC on February 9, 2022.13, 2024. Of the shares of Class A common stock beneficially owned, Vanguard reported that it has shared voting power over 144,740103,903 shares, sole dispositive power over 15,742,03114,020,731 shares and shared dispositive power over 352,318333,805 shares. Vanguard listed its address as 100 Vanguard Blvd., Malvern, PA 19355.
(5)(4)Based on information reported by Starboard Value LP (“Starboard”(“Starboard”), on Schedule 13D13D/A filed with the SEC on December 27, 2021.January 31, 2024. Of the shares of Class A common stock beneficially owned, Starboard reported sole voting power and sole dispositive power over all of the shares. Starboard listed its address as 777 Third Avenue, 18th Floor, New York, NY 10017.
(6)(5)Based on information reported by Wellington ManagementJanus Henderson Group LLP (“Wellington”plc (“Janus”), on Schedule 13G/A13G filed with the SEC on February 4, 2022.14, 2024. Of the shares of Class A common stock beneficially owned, WellingtonJanus reported shared voting power over 9,568,848 shares and shared dispositive power over all of the shares. WellingtonJanus listed its address as 280 Congress Street, Boston, MA 02210.
(7)Based on information reported by FMR LLC, (“Fidelity”), on Schedule 13G/A filed with the SEC on February 9, 2022. Of the shares of Class A common stock beneficially owned, Fidelity reported that it has sole voting power with respect to 492,392 shares and sole dispositive power with respect to all of the shares. Fidelity listed its address as 245 Summer Street, Boston, MA 02210.
(8)Based on information reported by BlackRock, Inc. (“BlackRock”), on Schedule 13G/A filed with the SEC on February 9, 2022. Of the shares of Class A common stock beneficially owned, BlackRock reported sole voting power over 6,907,039 shares and sole dispositive power over all of the shares. BlackRock listed its address as 55 East 52nd Street, New York, NY 10055.201 Bishopsgate, London EC2M 3AE, United Kingdom.
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| Certain Relationships and Related Party and other Transactions |
Policies and Procedures for Related Party Transactions
Since January 1, 2023, there have not been, nor are there any currently proposed, related party transactions or series of similar transactions to which we have been or will be a party.
Our Audit Committee maintains the primary responsibility for reviewing and approving or disapproving “related party transactions,” which are transactions between us and related persons in which the aggregate amount involved exceeds, or may be expected to exceed, $120,000 and in which a related person has or will have a direct or indirect material interest. We have adopted a policy regarding transactions between us and related persons. For purposes of this policy, a related person is defined as a director, executive officer, nominee for director or greater than 5% beneficial owner of our voting securities, in each case since the beginning of the most recently completed year, and their immediate family members and any entity in which they are employed or are a general partner or principal or in a similar position or in which they have a 5% or greater beneficial ownership interest. Our Audit Committee charterCharter provides that our Audit Committee shall review and oversee all transactions between the Company and a related person for which review or oversight is required by applicable law or that are required to be disclosed in the Company’s financial statements or SEC filings.
Since 2021, there have not been, nor are there any currently proposed, related party transactions or series of similar transactions to which we have been or will be a party.
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| Additional Information and Frequently Asked Questions About this Proxy Statement and the Annual Meeting |
Delinquent Section 16(a) Reports
Section 16(a) of the Exchange Act requires our executive officers, directors and persons who own more than 10% of our common stock to file reports of ownership and changes of ownership of our equity securities with the SEC.
Based solely on our review of such reports and certain written representations from each reporting persons,person, we believe that during 2021,2023, all Section 16(a) filing requirements were satisfied on a timely basis, except for one late Form 4 filings for Mark McCaffrey filed by Mr. Bhutani on July 8, 2021.June 6, 2023 and November 17, 2023 and for Nick Daddario filed on November 9, 2023.
Submission of Proposals and Other Items of Business for the 20232025 Annual Meeting
Stockholder Proposals for Inclusion in the Proxy Statement for the 20232025 Annual Meeting
If a stockholder intends to submit a proposal for inclusion in our proxy statement for our 20232025 annual meeting of stockholders in accordance with Rule 14a-8 under the Exchange Act, the proposal should be sent to our Corporate Secretary by mail at GoDaddy Inc., Attention Corporate Secretary, 2155 E. GoDaddy Way,100 S. Mill Ave, Suite 1600, Tempe, Arizona 85284,AZ 85281, or by email atgovernance@godaddy.com, and must be received no later than [__], 2022. December 26, 2024.
Other Proposals or Director Nominations to be Presented at the 20232025 Annual Meeting
Our Bylaws provide for an advance notice procedure for director nominations and stockholder proposals that are not submitted for inclusion in the proxy statement pursuant to Rule 14a-8, but that a stockholder instead wishes to present at an annual meeting. To be timely, a notice of such director nominations or other matters a stockholder wishes to present at the 20232025 annual meeting must be received by our Corporate Secretary not earlier than February 1, 20236, 2025 and no later than March 3, 2023 8, 2025 and must comply with the additional requirements of our Bylaws. In addition to satisfying these requirements under our Bylaws, to comply with the universal proxy rules under the Exchange Act, any stockholder who intends to solicit proxies in support of director nominees other than the Company’s nominees must comply with and provide notice that sets forth the information required by the Company’s Bylaws and Rule 14a-19 under the Exchange Act.
Availability of Bylaws
A copy of our Bylaws may be obtained by accessing our filings on the SEC’s website at www.sec.gov. You may also contact our Corporate Secretary, in writing, at GoDaddy Inc., Attention Corporate Secretary, 2155 E. GoDaddy Way,100 S. Mill Ave, Suite 1600, Tempe, Arizona 85284AZ 85281 for a copy of the relevant bylaw provisions regarding the requirements for making stockholder proposals and nominating director candidates.
2023 Annual Meeting of Stockholders Proxy Statement
We intend to file a Proxy Statement and WHITE proxy card with the SEC in connection with its solicitation of proxies for our 2023 Annual Stockholders’ Meeting. Stockholders may obtain our Proxy Statement (and any amendments and supplements thereto) and other documents as and when filed by the Company with the SEC without charge from the SEC’s website at: www.sec.gov.
20212023 Annual Report and SEC Filings
Our financial statements for the year ended December 31, 20212023 are included in our 20212023 Annual Report on Form 10-K. This Proxy Statement and our 2021 annual report2023 Annual Report on Form 10-K are posted on our corporate website at www.aboutus.godaddy.net/aboutus.godaddy.net/investor-relations/financials and are available from the SEC at its website at www.sec.gov. You may also obtain a copy of our 2021 annual report2023 Annual Report on Form 10-K without charge by sending a written request to GoDaddy Inc., Attention: Investor Relations, 2155 E. GoDaddy Way,100 S. Mill Ave, Suite 1600, Tempe, Arizona 85284.AZ 85281.
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| About GoDaddy | | | Proxy Summary | | | Board and Governance Matters | | | Executive Compensation | | | Audit Matters | | | Other Management Proposals | | | Other Information |
Note About Corporate Website and Sustainability Reports
The reports mentioned inReferences throughout this Proxy Statement to our reports, including our 2023 Annual Report and Sustainability Report, or any other information from our corporate website, are not part of, or incorporated by reference into this Proxy Statement. Some of the statements and reports contain cautionary statements regarding forward-looking information that should be carefully considered. Our statements and reports about our objectives may include statistics or metrics that are estimates, make assumptions based on developing standards that may change, and provide aspirational goals that are not intended to be promises or guarantees. The statements and reports may also change at any time, and we undertake no obligation to update them, except as required by law.
Forward-Looking Statements
This Proxy Statement contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. These statements are based on estimates and information available to us at the time of this Proxy Statement and are not guarantees of future performance. Statements in this Proxy Statement involve risks, uncertainties and assumptions. If the risks or uncertainties materialize or the assumptions prove incorrect, our results may differ materially from those expressed or implied by such forward-looking statements. Forward-looking statements include all statements that are not historical facts and can be identified by terms such as “anticipate,” “believe,” “contemplate,” “continue,” “could,” “estimate,” “expect,” “hope,” “intend,” “may,” “might,” “objective,” “ongoing,” “plan,” “potential,” “predict,” “project,” “should,” “target,” “will,” or “would” or similar expressions and the negatives of those terms. | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
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These risks, uncertainties, and other factors relate to, among others: statements about our sustainability or climate-related goals; launches of new or expansion of existing products or services, including GoDaddy AiroTM; any projections of product or service availability; technology developments and innovation; our brand or reputation; legal and regulatory developments; customer growth or other future events; historical results that may suggest future trends for our business; our plans, strategies or objectives with respect to future operations, partnerships and partner integrations and marketing strategy; future financial results; our ability to integrate acquisitions and achieve desired synergies and vertical integration; our forecasted levels of future taxable income; and assumptions underlying any of the foregoing.For additional information on other potential risks and uncertainties that could cause actual results to differ from the results predicted, please see our 2023 Annual Report on Form 10-K, and subsequent quarterly reports and other filings filed with the SEC from time to time. All information provided in this Proxy Statement is as of the date of this Proxy Statement and any forward-looking statements contained herein are based on assumptions that we believe to be reasonable as of this date. We do not undertake to a duty to update this information unless required by law.
Information about Our Annual Meeting and Solicitation of Proxies
GODADDY INC.
Proxy Statement
FOR 20222024 Virtual Annual Meeting of Stockholders
To Be Held at 8:00 a.m. PDT on Wednesday,Thursday, June 1, 20226, 2024
You are cordially invited to the 20222024 virtual annual meeting of stockholders (the “Annual Meeting”) of GoDaddy Inc., a Delaware corporation (“GoDaddy” or the “Company”). The Annual Meeting will be held on Wednesday,Thursday, June 1, 20226, 2024 at 8:00 a.m. PDT and will be conducted virtually via live webcast atwww.virtualshareholdermeeting.com/GDDY2022GDDY2024.You can attend the Annual Meeting online, vote your shares electronically and submit questions online during the Annual Meeting by logging in to the website listed above and using the 16-digit control number located on your notice or the proxy card (the “Control Number”). We recommend that you access the website a few minutes before the meeting to ensure that you are logged in when the meeting starts.
This virtual meeting format enables us to expand access to the meeting, improve communications and lower the cost to our stockholders, the Company and the environment. We believe virtual meetings enable increased stockholder participation from locations around the world. Additionally, given the continued heightened concerns around COVID-19, the virtual meeting format allows us to continue to proceed with the meeting while mitigating the health and safety risks to participants.
The information provided in the “Q&A” format below is for your convenience only and is merely a summary of the information contained in this Proxy Statement.only. You should read this entire Proxy Statement carefully. Information contained on, or that can be accessed through, our corporate website is not intended to be incorporated by reference into this Proxy Statement and references to our website address in this Proxy Statement are inactive textual references only.
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| About GoDaddy | | | Proxy Summary | | | Board and Governance Matters | | | Executive Compensation | | | Audit Matters | | | Other Management Proposals | | | Other Information |
Why am I receiving these proxy materials?
You are receiving this Proxy Statement and additional proxy materials in connection with the Board’s solicitation of proxies to be voted at the virtual Annual Meeting or at any adjournment or postponement of it.
Who is entitled to vote?
Holders of our Class A common stock and Class B common stock as of the close of business on Wednesday,Thursday, April 6, 202211, 2024 (the “Record Date”), may vote at the Annual Meeting. As of the Record Date, there were [__]141,969,347 shares of our Class A common stock and [__]no shares of our Class B common stock outstanding. In deciding all matters at the Annual Meeting, each stockholder will be entitled to one vote for each share of our Class A common stock and Class B common stock held by them on the Record Date. We do not have cumulative voting rights for the election of directors.
What is the quorum requirement for the Annual Meeting?
The holders of record of a majority of the voting power of the issued and outstanding shares of our capital stock (holders of the Class A common stock and the Class B common stock) entitled to vote thereon, present in person or represented by proxy, shall constitute a quorum for the transaction of business at all meetings of stockholders, including the Annual Meeting. As of the Record Date, there were no shares of our Class B common stock outstanding. Notwithstanding the foregoing, where a separate vote by a class or series or classes or series is required, a majority in voting power of the outstanding shares of such class or series or classes or series, present in person or represented by proxy, shall constitute a quorum entitled to take action with respect to the vote on that matter. Once a quorum is present to organize a meeting, it shall not be broken by the subsequent withdrawal of any stockholders.
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What matters are being proposed, and what vote is required?
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Items of BusinessProposal No. | Required Vote For Adoption1 | Effect of Abstentions | Effect of Broker Non-Votes |
| 1. | Election of three Class III and three Class III directors to serve until the 2025 annual meeting of stockholders and until their successors are duly elected and qualified, subject to earlier death, resignation or removal | Since the election is uncontested, each incumbent director nominee will be elected only if the votes “FOR” his or her election exceed those votes “AGAINST” his or her electionelection. | No Effect | No Effect |
| 2. | Advisory, non-binding vote to approve named executive officer compensation | The affirmative vote of the holders of a majority of the voting power of the outstanding shares of our Class A common stock and Class B common stock, voting together as a single class, present in person or represented by proxy at the Annual Meeting and entitled to vote thereon. | Same as Against vote | No Effect |
| 3. | Advisory, non-binding vote to approve the frequency of advisory votes on named executive officer compensation for one, two or three years | The advisory, non-binding recommendation of the stockholders regarding the frequency of advisory votes on named executive compensation will be the choice that receives a plurality of the votes cast
| No Effect | No Effect |
4. | Ratification of the appointment of Ernst & Young LLP as our independent registered public accounting firm for the year ending December 31, 20222024 | The affirmative vote of the holders of a majority of the voting power of the outstanding shares of our Class A common stock and Class B common stock, voting together as a single class, present in person or represented by proxy at the Annual Meeting and entitled to vote thereon. | Same as Against vote | Not applicableApplicable |
5.4. | Approval of an Amendment to the Company’s Amended and Restated Certificate of Incorporation to declassify the Board of Directors and provide for the annual election of directorsGoDaddy Inc. 2024 Omnibus Incentive Plan | The affirmative vote of the holders of at least two-thirds ina majority of the voting power of the outstanding shares of the Company’sour Class A common stock present in person or represented by proxy at the Annual Meeting and Class B common stock, voting together as a single classentitled to vote thereon. | Same as Against vote | Same as Against voteNo Effect |
6.5. | Approval of an Amendment to the Company’s Amended and Restated Certificate of Incorporation to eliminate certain supermajority voting requirementsGoDaddy Inc. 2024 Employee Stock Purchase Plan | The affirmative vote of the holders of at least two-thirds ina majority of the voting power of the outstanding shares of the Company’sour Class A common stock present in person or represented by proxy at the Annual Meeting and Class B common stock, voting together as a single classentitled to vote thereon. | Same as Against vote | Same as Against vote |
7. | Approval of an Amendment to the Company’s Amended and Restated Certificate of Incorporation to eliminate certain business combination restrictions set forth therein and instead subject the Company to the business combinations restrictions of the Delaware General Corporation Law | The affirmative vote of the holders of at least two-thirds in voting power of the outstanding shares of the Company’s Class A common stock and Class B common stock, voting together as a single class
| Same as Against vote | Same as Against vote |
8. | Approval of an Amendment to the Company’s Amended and Restated Certificate of Incorporation to eliminate inoperative provisions and implement certain other miscellaneous amendments | The affirmative vote of the holders of at least two-thirds in voting power of the outstanding shares of the Company’s Class A common stock and Class B common stock, voting together as a single class
| Same as Against vote | Same as Against voteNo Effect |
1As of the Record Date, there were 141,969,347 shares of our Class A common stock and no shares of our Class B common stock outstanding.
The Board recommends you vote FOR each of the proposals and for a ONE YEAR frequency of advisory votes on named executive officer compensation.proposals.
We will also transact such other business as may properly come before the meeting, or any adjournment or postponement thereof.
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| Proxy
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Compensation | Audit Matters | | | Audit
Matters | Other Management
Proposals | | | Other
Information |
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What is the difference between holding shares as a registered stockholder and holding shares in street name?
Registered Stockholders. If shares of our Class A common stock and Class B common stock are registered directly in your name with our transfer agent, American Stock Transfer &Equiniti Trust Co.Company, LLC (“AST”(“Equiniti”), you are considered the stockholder of record with respect to those shares, and the Notice was provided to you directly by us. As a stockholder of record, you have the right to grant your voting proxy directly to the individuals listed on the proxy card or to vote live at the Annual Meeting.
Street Name Stockholders. If shares of our Class A common stock and Class B common stock are held on your behalf in a stock brokerage account or by a bank or other nominee, you are considered the beneficial owner of those shares held in “street name,” and the Notice was forwarded to you by your broker or nominee, who is considered the stockholder of record with respect to those shares. As the beneficial owner, you have the right to direct your broker or nominee how to vote your shares. Beneficial owners are also invited to attend the Annual Meeting at www.virtualshareholdermeeting.com/GDDY2022GDDY2024. You can attend the Annual Meeting online, vote your shares electronically and submit questions during the Annual Meeting by logging in to the website listed above and using your Control Number. If you request a printed copy of our proxy materials by mail, your broker or nominee will provide a voting instruction card for you to use.
How do I vote?
If you are a stockholder of record, there are four ways to vote:
1.By Internet: You can vote your shares online at www.proxyvote.com, 24 hours a day, seven days a week, until 11:59 p.m. PDTEDT on May 31, 2022June 5, 2024 (have your proxy card in handavailable when you visit the website);
2.By Telephone: You can vote your shares by calling 1-800-690-6903 toll-free (have your proxy card in handavailable when you call) until 11:59 pm PDTEDT on May 31, 2022;June 5, 2024;
3.By Mail: You can vote your shares by completing, signing and returning your proxy card in the postage-paid envelope provided (if you received printed proxy materials); or
4.During the Virtual Meeting: You can vote your shares during the virtual Annual Meeting at www.virtualshareholdermeeting. com/GDDY2022GDDY2024 and using your Control Number located on your notice or the proxy card.
Even if you plan to attend the virtualAnnual Meeting, we recommend that you also vote by proxy so that your vote will be counted if you decide not to attend the Annual Meeting.
If you are a street namestreet-name stockholder, you will receive voting instructions from your broker, bank or other nominee. You must follow the voting instructions provided by your broker, bank or other nominee in order to instruct your broker, bank or other nominee on how to vote your shares. You may also attend and vote at the Annual Meeting using the control number on your voting instruction form.
What are the effects of abstentions and broker non-votes?
Abstentions will be counted for purposes of determining the presence or absence of a quorum and will also count as votes against a proposal as set forth in the table above.
If your shares are held in street name, in order to ensure your shares are voted in the way you would like, you must provide voting instructions to your bank, broker or nominee by the deadline provided in the materials you receive from your bank or broker. If you hold your shares in street name and you do not instruct your broker how to vote your shares, your broker may vote your shares in its discretion on the ratification of the appointment of the independent registered public accounting firm (Proposal 4)No. 3). Broker non-votes will be counted for purposes of calculating whether a quorum is present at the Annual Meeting and will have the effect as set forth in the table above.
Can I change my vote?
Yes. If you are a stockholder of record, you can change your vote or revoke your proxy any time before or at the Annual Meeting by:
•entering a new vote by Internet or by telephone (until the applicable deadline for each method as set forth above);
•returning a later-dated proxy card (which automatically revokes the earlier proxy card);
•notifying our Corporate Secretary in writing at GoDaddy Inc., Attention Corporate Secretary, 2155 E. GoDaddy Way,100 S. Mill Ave, Suite 1600, Tempe, Arizona 85284AZ 85281; or
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•attending and voting at the Annual Meeting (although attendance at the Annual Meeting will not, by itself, revoke a proxy) at www.virtualshareholdermeeting.com/GDDY2022GDDY2024 and using your Control Number.
If you are a street name stockholder, your broker, bank or other nominee can provide you with instructions on how to change your vote.
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How can I attend the Annual Meeting?
The Annual Meeting will be accessible through the Internet via at www.virtualshareholdermeeting.com/GDDY2022GDDY2024. You can attend the Annual Meeting online, vote your shares electronically and submit questions online during the Annual Meeting by logging in to the website listed above and using your Control Number. If you encounter any difficulties accessing the virtual Annual Meeting during the check-in or meeting time, please call the technical support number that will be posted on the virtual Annual Meeting website. Technicians will be available to assist you.
You are entitled to participate in the Annual Meeting if you were a stockholder as of the close of business on our Record Date of Wednesday,Thursday, April 6, 202211, 2024 or hold a valid proxy for the meeting.
Will I be able to ask questions at the virtual Annual Meeting?
Stockholders will be able to submit questions online during the meeting, providing our stockholders with the opportunity for meaningful engagement with management and the Board. We will endeavor to answer as many questions submitted by stockholders as time permits. We reserve the right to exclude questions regarding topics that are not pertinent to meeting matters or company business. If we receive substantially similar questions, we may group such questions together and provide a single response to avoid repetition. In the event of technical difficulties with the virtual Annual Meeting, we expect that an announcement will be made onwww.virtualshareholdermeeting.com/GDDY2022GDDY2024. If necessary, the announcement will provide updated information regarding the date, time and location of the Annual Meeting.
What is the effect of giving a proxy?
Proxies are solicited by and on behalf of our Board. Michele LauJared Sine and Mark McCaffrey have been designated as proxies by our Board. When proxies are properly dated, executed and returned, the shares represented by such proxies will be voted at the Annual Meeting in accordance with the instructions of the stockholder. Unless contrary instructions are indicated on the proxy, all shares represented by validly executed proxies received (and not revoked before they are voted) will be voted in accordance with the Board of Directors’ recommendations as specified in the above “Board Recommendations.”above. If any matters not described in this Proxy Statement are properly presented at the Annual Meeting, the proxy holders will use their own discretion to determine how to vote the shares. If the Annual Meeting is adjourned, the proxy holders can vote the shares on the new Annual Meeting date as well, unless you have properly revoked your proxy instructions, as described above.
Why did I receive a Notice of Internet Availability of Proxy Materials instead of a full set of proxy materials?
In accordance with SEC rules, we have elected to furnish our proxy materials, including this Proxy Statement and our 20212023 Annual Report on Form 10-K, primarily via the Internet. On or about [__], 2022,April 25, 2024, we expect to mail to all stockholders the Notice containing instructions on how to access our proxy materials on the Internet, how to vote at the Annual Meeting and how to request printed copies of the proxy materials and 2021 annual report.2023 Annual Report. Stockholders may request to receive all future proxy materials in printed form by mail or electronically by e-mail by following the instructions contained in the Notice. We encourage stockholders to take advantage of the availability of our proxy materials on the Internet to help reduce the environmental impact of our annual meetings of stockholders.
Who bears the cost of soliciting votes for the Annual Meeting?
We will bear the costs of the solicitation of proxies, including the cost of preparing, printing and mailing the Notice, this Proxy Statement and related proxy materials. In addition to the solicitation of proxies by use of the mail, proxies may be solicited from stockholders by directors, officers, employees or agents of the Company in person or by telephone, facsimile or other appropriate means of communication. We have engaged Innisfree M&A Incorporated (“Innisfree”) to solicit proxies on our behalf. The anticipated cost of Innisfree’s services is estimated to be approximately $50,000plus reimbursement of reasonable out-of-pocket expenses. No additional compensation, except for reimbursement of reasonable out-of-pocket expenses, will be paid to our directors, officers or employees in connection with the solicitation. Any questions or requests for assistance regarding this Proxy Statement and related proxy materials may be directed to our Corporate Secretary at governance@godaddy.com or to Innisfree at (888) 750-5834.
Is my vote confidential?
Proxy instructions, ballots and voting tabulations identifying individual stockholders are handled in a manner that protects your voting privacy. Your vote will not be disclosed either within GoDaddy or to third parties, except as necessary in accordance with applicable laws, to allow for the tabulation of votes and certification of the vote or to facilitate a successful proxy solicitation.
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| About GoDaddy | | | Proxy Summary | | | Board and Governance Matters | | | Executive Compensation | | | Audit Matters | | | Other Management Proposals | | | Other Information |
Who will serve as inspector of elections?
Broadridge Financial Solutions, or their appointed representative, will serve as the inspector of elections and will certify the voting results.
Where can I find the voting results of the Annual Meeting?
We will disclose voting results on a Current Report on Form 8-K to be filed with the SEC within four business days after the Annual Meeting.
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Proxy
Summary | | Board and
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Compensation | | Audit
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I share an address with another stockholder and we received only one paper copy of the proxy materials. How may I obtain an additional copy of the proxy materials?
We have adopted a procedure called “householding,” which the SEC has approved. Under this procedure, we deliver a single copy of the Notice and, if applicable, our proxy materials to multiple stockholders who share the same address unless we have received contrary instructions from one or more of the stockholders. This procedure reduces our printing costs, mailing costs and fees. Stockholders who participate in householding will continue to be able to access and receive separate proxy cards. Upon written or oral request, we will deliver promptly a separate copy of the Notice and, if applicable, our proxy materials to any stockholder at a shared address to which we delivered a single copy of any of these materials. To receive a separate copy, or, if a stockholder is receiving multiple copies, to request that we only send a single copy of the Notice and, if applicable, our proxy materials, such stockholder may contact us at the following address:
GoDaddy Inc.
Attention: Corporate Secretary
2155 E. GoDaddy Way100 S. Mill Ave, Suite 1600
Tempe, Arizona 85284AZ 85281
(480) 505-8800
Stockholders who beneficially own shares of our Class A common stock or Class B common stock held in street name may contact their brokerage firm, bank, broker-dealer or other similar organization to request information about householding.
Is there a list of stockholders entitled to vote at the Annual Meeting?
The names of stockholders of record entitled to vote at the annual meeting will be made available fromupon request to our Corporate Secretary for ten days prior to the Annual Meeting for any purpose germane to the Annual Meeting, between the hours of 9:00 a.m. and 4:30 p.m. MT at our corporate headquarters located at 2155 E. GoDaddy Way, Tempe, Arizona 85284.Meeting. You must contact our Corporate Secretary at a reasonable time in advance to make appropriate arrangements. Thearrangements to view the list of stockholders will also be available during the Annual Meeting through the meeting website at www.proxydocs.com/GDDY.our corporate headquarters, 100 S. Mill Ave, Suite 1600, Tempe, AZ 85281.
How can I contact GoDaddy’s transfer agent?
You may contract our transfer agent, AST,Equiniti, by telephone at (800) 937-5449 (toll-free for United States residents), or by email at info@amstock.comhelpast@equiniti.com. Materials may be mailed to ASTEquiniti at:
American Stock Transfer &Equiniti Trust Company, LLC
6201 15th Avenue48 Wall Street, Floor 23
Brooklyn,New York, NY 1121910005
As of the date of this Proxy Statement, our Board does not know of any other matters to be presented at the Annual Meeting. If any additional matters are properly presented at the Annual Meeting, the persons named in the enclosed proxy card will have discretion to vote the shares of our common stock they represent in accordance with their own judgment on such matters.
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| About GoDaddy | | | Proxy Summary | | | Board and Governance Matters | | | Executive Compensation | | | Audit Matters | | | Other Management Proposals | | | Other Information |
Appendix A –
Operating and Business Metrics, Non-GAAP Financial Information
and Reconciliations
In addition to our financial results prepared in accordance with GAAP, this Proxy Statement includes certain non-GAAP financial measures and other operating and business metrics. We believe that these non-GAAP financial measures and other operating and business metrics are useful as a supplement in evaluating our ongoing operational performance and enhancing an overall understanding of our past financial performance. The non-GAAP financial measures included in this Proxy Statement should not be considered in isolation from, or as a substitute for, financial information prepared in accordance with GAAP. In addition, similarly titled measures may be calculated differently by other companies and may not be comparable. A reconciliation between each non-GAAP financial measure and its nearest GAAP equivalent is included below. We use both GAAP and non-GAAP measures to evaluate and manage our operations.
Operating and Business Metrics
Total Bookings. Bookings represents cash receipts fromTotal bookings is an operating metric representing the saletotal value of products to customers in a givencustomer contracts entered into during the period, adjusted for products where we recognize revenue on a net basis and without giving effect to certain adjustments, primarily net refunds granted in the period. Bookingsexcluding refunds. We believe total bookings provides valuableadditional insight into the sales of our products and the performance of our business and the effectiveness of our marketing efforts since we typically collect payment at the timeinception of sale anda customer contract but recognize revenue ratably over the term of ourthe contract.
Total Customers. We define a customer contracts. We report bookings without giving effect to refunds grantedas an individual or entity with paid transactions in the period because refunds often occurtrailing twelve months or with paid subscriptions as of the end of the period. A single user may be counted as a customer more than once if they maintain paid subscriptions or transactions in periods different frommultiple accounts. Total customers is one way we measure the period of sale for reasons unrelated to the marketing efforts leading to the initial sale. Accordingly, by excluding net refunds, we believe bookings reflects the effectivenessscale of our sales efforts in a given period.business and is an important part of our ability to increase our revenue base.
Non-GAAP Financial Measures and Reconciliations
Normalized EBITDA (NEBITDA). Normalized EBITDANEBITDA is a supplemental measure of our operating performance used by management and investors to evaluate our business. We believe that the inclusion or exclusion of certain recurring and non-recurring items is necessary to provide the most accurate measure of core operating results and permits period-over-period comparisons of our operations. We calculate Normalized EBITDANEBITDA as net income excluding depreciation and amortization, interest expense (net), provision or benefit for income taxes, and adjustments related to our Tax Receivable Agreements (“TRA adjustments”), equity-based compensation expense, acquisition-related costs, restructuring-related expenses and certain other items. CostWe believe that the inclusion or exclusion of revenuecertain recurring and non-recurring items provides a supplementary measure of our core operating results and permits useful alternative period-over-period comparisons of our operations but should not be viewed as a substitute for comparable GAAP measures.
NEBITDA margin. NEBITDA margin is primarily allocatedused by management as a supplemental measure of our operating performance and refers to the ratio of NEBITDA to revenue, pillars based on specific product identification, with any residual costs allocated based on the applicable percentage of revenue. Technology and development, marketing and advertising and customer care expenses are primarily allocated to the revenue pillars based on the applicable percentage of revenue. All general and administrative expenses are allocated to overhead.expressed as a percentage.
Unlevered Free Cash Flow. Unlevered free cash flow is a measure of our liquidity used by management to evaluate our business prior to the impact of our capital structure and restructuring and after purchases of property and equipment. Such liquidity can be used by us for strategic opportunities and strengthening our balance sheet. However, given our debt obligations, unlevered free cash flow does not represent residual cash flow available for discretionary expenses.
Non-GAAP Reconciliation: BookingsConstant currency. Constant currency is calculated by translating bookings and revenue for each month in the current period using the foreign currency exchange rates for the corresponding month in the prior period, excluding any hedging gains or losses realized during the period. We believe constant currency information is useful in analyzing underlying trends in our business by eliminating the impact of fluctuations in foreign currency exchange rates and allows for period-to-period comparisons of our performance.
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| | Three months ended December 31 | | Twelve months ended December 31 |
| Reconciliation of Bookings ($M) | | 2020 | 2021 | | 2020 | 2021 |
| Total revenue | | $873.9 | $1,019.3 | | $3,316.7 | $3,815.7 |
| Change in deferred revenue | | 11.9 | (21.5) | | 210.5 | 186.6 |
| Net refunds | | 55.9 | 52.1 | | 247.3 | 224.2 |
| Other | | 1.4 | 0.2 | | 1.0 | 5.2 |
| Total Bookings | | $943.1 | $1,050.1 | | $3,775.5 | $4,231.7 |
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| About GoDaddy | | | Proxy Summary | | | Board and Governance Matters | | | Executive Compensation | | | Audit Matters | | | Other Management Proposals | | | Other Information |
Non-GAAP Reconciliation: Normalized EBITDA and NEBITDA Margin
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| | Three months ended December 31 | | Twelve months ended December 31 |
| Reconciliation of Normalized EBITDA ($M) | | 2020 | 2021 | | 2020 | 2021 |
| Net income (loss) | | $70.8 | $87.4 | | $(494.1) | $242.8 |
| Interest, net | | 26.6 | 31.9 | | 86.9 | 124.9 |
| Benefit/Provision for income taxes & TRA adjustments | | (5.5) | 4.1 | | 673.4 | 10.8 |
| Equity-based compensation expense | | 49.4 | 53.0 | | 191.5 | 207.9 |
| Depreciation and amortization | | 51.4 | 49.9 | | 202.7 | 199.6 |
Acquisition-related costs(1) | | 5.3 | 12.3 | | 25.0 | 78.2 |
Restructuring and other(2) | | 1.1 | 15.4 | | 46.8 | 7.9 |
| Debt refinance expenses | | — | | — | | | — | | 0.1 |
| Accrual for legal settlement expense | | (2.3) | — | | | (10.0) | — | |
| Normalized EBITDA | | $196.8 | $254.0 | | $722.2 | $872.2 |
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| | | | | Year Ended December 31, |
| Reconciliation of Normalized EBITDA and NEBITDA Margin ($M) | | | | | | | 2023 | | 2022 |
| Net income | | | | | | | $ | 1,375.6 | | | $ | 352.9 | |
| Depreciation and amortization | | | | | | | 171.3 | | | 194.6 | |
Equity-based compensation(1) | | | | | | | 294.0 | | | 264.4 | |
| Interest expense, net | | | | | | | 155.4 | | | 135.0 | |
Acquisition-related expenses(2) | | | | | | | 12.1 | | | 35.1 | |
Restructuring and other(3) | | | | | | | 97.9 | | | 27.4 | |
| Provision (benefit) for income taxes | | | | | | | (971.8) | | | 3.6 | |
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| Normalized EBITDA | | | | | | | $ | 1,134.5 | | | $ | 1,013.0 | |
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| Net income margin | | | | | | | 32.3 | % | | 8.6 | % |
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| NEBITDA margin | | | | | | | 26.7 | % | | 24.8 | % |
(1)Includes $29.4The year ended December 31, 2023 excludes $2.3 million in compensatory payments expensed in connectionof equity-based compensation expense associated with our restructuring plan, which is included within restructuring and other.
(2)The year ended December 31, 2023 includes an adjustment of $6.0 million to a previously-recognized acquisition milestone liability.
(3)In addition to the restructuring and other charges in our statement of Poynt in February 2021.
(2)Includesoperations, other charges include lease-related paymentsexpenses associated with closed facilities, charges related to certain legal matters, adjustments to the fair value of our closed operationsequity investments, expenses incurred in connectionrelation to the refinancing of our long-term debt and incremental expenses associated with the June 2020 restructuring.certain professional services.
Non-GAAP Reconciliation: Unlevered Free Cash Flow
| | Three months ended December 31 | | Twelve months ended December 31 |
| | | | | Year Ended December 31, | |
| | | | | Year Ended December 31, | |
| | | | | Year Ended December 31, | |
| Reconciliation of Unlevered Free Cash Flow ($M) | Reconciliation of Unlevered Free Cash Flow ($M) | | 2020 | 2021 | | 2020 | 2021 | Reconciliation of Unlevered Free Cash Flow ($M) | 2023 | 2022 |
| Net cash provided by operating activities | Net cash provided by operating activities | | $165.9 | $172.2 | | $764.6 | $829.3 |
| Cash paid for interest | | 31.9 | 29.8 | | 80.5 | 104.2 |
Cash paid for acquisition-related costs(1) | | 7.0 | 11.4 | | 27.4 | 64.9 |
| Cash paid for interest on long-term debt | |
| Cash paid for acquisition-related costs | |
| Capital expenditures | Capital expenditures | | (27.4) | (17.4) | | (66.5) | (51.1) |
Cash paid for restructuring charges(2) | | 3.7 | 7.2 | | 19.4 | 12.7 |
Cash paid for restructuring and other charges(1) | |
| Unlevered Free Cash Flow | Unlevered Free Cash Flow | | $181.1 | $203.2 | | $825.4 | $960.0 |
(1)Includes $29.4 million in compensatoryIn addition to payments expensed in connectionmade pursuant to our February 2023 restructuring plan, cash paid for restructuring and other charges includes a payment related to the termination of a revenue sharing agreement, lease-related payments associated with our acquisition of Poynt in February 2021.
(2)Includes lease-relatedclosed facilities, payments related to certain legal matters as well as third-party payments incurred in relation to the refinancing of our closed operations in connectionlong-term debt and incremental payments associated with the June 2020 restructuring.
professional services.
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Reconciliations: Constant Currency
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| | | | | Year Ended December 31, |
86Reconciliations of Constant Currency Revenue ($M) | | | | 2023 |
| Revenue | | | | | | | $ | 4,254.1 | |
| Constant currency adjustment | | | | | | | 25.0 | |
| Constant currency revenue | | | | | | | $ | 4,279.1 | |
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| | | | | | | Year Ended December 31, |
| Reconciliations of Constant Currency Bookings ($M) | | | | | | | 2023 |
| Bookings | | | | | | | $ | 4,603.1 | |
| Constant currency adjustment | | | | | | | 16.8 | |
| Constant currency bookings | | | | | | | $ | 4,619.9 | |
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| About GoDaddy | | | Proxy Summary | | | Board and Governance Matters | | | Executive Compensation | | | Audit Matters | | | Other Management Proposals | | | Other Information |
Appendix B – Amendments to the Certificate to declassify the Board of Directors and provide for the annual election of directors
1.Amend Article VI.A as follows:
A.Except as otherwise provided in this Amended and Restated Certificate of Incorporation or the DGCL, the business and affairsGODADDY INC.
2024 OMNIBUS INCENTIVE PLAN
Section 1. Purpose. The purpose of the Corporation shall be managed by or under the direction of the Board of Directors. Except as otherwise provided for or fixed pursuant to the provisions of Article IV (including any certificate of designation with respect to any series of Preferred Stock) and this Article VI relating to the rights of the holders of any series of Preferred Stock to elect additional directors, the total number of directors shall be determined from time to time exclusively by resolution adopted by the Board of Directors; provided that, at any time when KKR and Silver Lake (together with TCV, for so long as TCV is required to vote at the direction of KKR and/or Silver Lake pursuant to the Stockholder Agreement) collectively own, in the aggregate, at least 40% in voting power of the stock of the Corporation entitled to vote generally in the election of directors, the number of directors may also be fixed by the affirmative vote of the holders of at least a majority in voting power of all the then outstanding shares of stock of the Corporation entitled to vote thereon, voting together as a single class. The directors (other than those directors elected by the holders of any one or more series of Preferred Stock, voting separately as a series or together with one or more other such series, as the case may be) shall be and are divided into three classes designated Class I, Class II and Class III. Each class shall consist, as nearly as possible, of one-third of the total number of such directors. Class I directors, with the terms of the classes elected at the annual meetings of stockholders held in 2020, 2021 and 2022, respectively, expiring at the third annual meeting of stockholders held after the election of such class of directors; provided that such division shall terminate at the third annual meeting of stockholders held after the 2022 annual meeting of stockholders. Notwithstanding the preceding sentence, but subject to the rights of the holders of any one or more series of Preferred Stockto elect directors separately as a class, each director elected by the stockholders after the 2022 annual meeting of stockholders shall initially serve for a term expiring at the first annual meeting of stockholders following the date the Class A Common Stock is first publicly traded (the “IPO Date”), Class II directors shall initially serve for a term expiring at the second annual meeting of stockholders following the IPO Date and Class III directors shall initially serve for a term expiring at the third annual meeting of stockholders following the IPO Date. Commencing with the first annual meeting following the IPO Date, the directors of the class to be elected at each annual meeting shall be elected for a three-year term. If the number of such directors is changed, any increase or decrease shall be apportioned among the classes so as to maintain the number of directors in each class as nearly equal as possible, and any such additional director of any class elected to fill a newly created directorship resulting from an increase in such class shall hold office for a term that shall coincide with the remaining term of that class, but inheld after such director’s election. In no case shall a decrease in the number of directors remove or shorten the term of any incumbent director. Any such A director shall hold office until the annual meeting at which his or her term expires and until his or her successor shall be elected and qualified, or his or her death, resignation, retirement, disqualification or removal from office. The Board of Directors is authorized to assign members of the Board of Directors already in office to their respective class.
2.Amend Article VI.B as follows:
B.Subject to the rights granted to the holders of any one or more series of Preferred Stock then outstanding or the rights granted pursuant to the Stockholder Agreement, dated on or about the date hereof, by and among the Corporation, certain Affiliates of Silver Lake, certain Affiliates of KKR, certain Affiliates of TCV and certain other parties named thereinGoDaddy Inc. 2024 Omnibus Incentive Plan (as amended supplemented, restated orand except as otherwise modified from time to time, the “Stockholder Agreement”“Plan”) is to motivate and reward employees and other individuals to perform at the highest level and contribute significantly to the success of GoDaddy Inc. (the “Company”), any newly-created directorship onthereby furthering the Boardbest interests of Directors that results from an increasethe Company and its shareholders.
Section 2. Definitions. As used in the number of directors and any vacancy occurring inPlan, the Board of Directors (whether by death, resignation, retirement, disqualification, removal or other cause) shall be filled by a majority of the directors then in office, although less than a quorum, or if only one director remains, by the sole remaining director or, if there are no directors, by the affirmative vote of the holders of at least a majority of the voting power of all the then outstanding shares of stock of the Corporation entitled to vote thereon, voting together as a single class; provided, however, that at any time when KKR and Silver Lake (together with TCV, for so long as TCV is required to vote at the direction of KKR and/or Silver Lake pursuant to the Stockholder Agreement) collectively own less than 40% in voting power of the stock of the Corporation entitled to vote generally in the election of directorsrequired by law, any newly created directorship on the board of directors that results from an increase in then number of directors and any vacancy occurring in the board of directors may be filled only by a majority of the remaining directors, even if less than a quorum, or by a sole remaining director (and not by the stockholders). Any director elected to fill a vacancy or newly created directorship shall hold office untilfor a term expiring at the next election of the class for which such directorfollowing terms shall have been chosen andor, following the termination of the division of directors into three classes, at the next annual meeting of stockholders held after their election, and in each case a director shall remain in office until his or her successor shall be elected and qualified, or until his or her earlier death, resignation, retirement, disqualification or removal.
3.Amend Article VI.C as follows:
C.Any or allSubject to the rightsof the directors (other than the directors elected by the holders of anyone or moreseries of Preferred Stock of the Corporation, voting separately as a series or together with one or more other such series, as the case may be) may be removed at any timeto elect additional directors under specific circumstances, any director serving in a class of directors expiring at the third annual meeting of stockholders following their election shall be removable only for cause, and all other directors shall be removable either with or without cause by. The removal of any director shall require the affirmative vote of at least a majority in voting power of all the then outstanding shares of stock of the Corporation entitled to vote thereon, voting as a single class; provided, however, that at any time when KKR and Silver Lake (together with TCV, for so long as TCV is required to vote at the direction of KKR and/or Silver Lake pursuant to the Stockholder Agreement) collectively own, in the aggregate, less than 40% in voting power of the stock of the Corporation entitled to vote generally in the election of directors, any such director or all such directors may be removed only for cause and only by the affirmative vote of the holders of at least two-thirdsa majority26 in voting power of all the then outstanding shares of stock of the Corporation entitled to vote thereon, voting together as a single class.
26 Your approval of the proposal to amend the Certificate to declassify the Board of Directors and provide for the annual election of directors constitutes a vote in favor of the above amendments to Article VI.C. of the Certificate other than the amendment reducing the vote required for director removal from two-thirds to a majority of the voting power. Your approval of the proposal to amend the Certificate to eliminate certain supermajority voting requirements constitutes a vote in favor of this reduction in the requisite director removal vote.
Appendix C – Amendments to the Certificate to eliminate certain supermajority voting requirements
1.Amend Article V as follows:
AMENDMENT OF THECERTIFICATE OF INCORPORATION ANDBYLAWS
A.Notwithstanding anything contained in this Amended and Restated Certificate of Incorporation to the contrary, (i) for as long as KKR (as defined below) and Silver Lake (as defined below) (together with TCV (as defined below), for so long as TCV is required to vote at the direction of KKR and/or Silver Lake pursuant to the Stockholder Agreement) collectively own,in the aggregate, at least 40% in voting power of the stock of the Corporation entitled to vote generally in the election of directors, in addition to any vote required by applicable law, this Amended and Restated Certificate of Incorporation may be amended, altered, repealed or rescinded, in whole or in part, or any provision inconsistent therewith or herewith may be adopted, only by the affirmative vote of the holders of at least a majority in voting power of all the then outstanding shares of stock of the Corporation entitled to vote thereon, voting together as a single class, and (ii) at any time when KKR and Silver Lake (together with TCV, for so long as TCV is required to vote at the direction of KKR and/or Silver Lake pursuant to the Stockholder Agreement) collectively own, in the aggregate, less than 40% in voting power of the stock of the Corporation entitled to vote generally in the election of directors, in addition to any vote required by applicable law, the following provisions in this Amended and Restated Certificate of Incorporation may be amended, altered, repealed or rescinded, in whole or in part, or any provision inconsistent therewith or herewith may be adopted, only by the affirmative vote of the holders of at least two-thirds in voting power of all the then outstanding shares of stock of the Corporation entitled to vote thereon, voting together as a single class: this Article V, Article VI, Article VII, Article VIII, Article IX and Article X.
B.
The Board of Directors is expressly authorized to make, alter, amend, repeal and rescind, in whole or in part, the bylaws of the Corporation (as in effect from time to time, the “Bylaws”) without the assent or vote of the stockholders in any manner not inconsistent with the laws of the State of Delaware or this Amended and Restated Certificate of Incorporation. Notwithstanding anything to the contrary contained in this Amended and Restated Certificate of Incorporation or any provision of law that might otherwise permit a lesser vote of the stockholders, (i) for as long as KKR and Silver Lake (together with TCV, for so long as TCV is required to vote at the direction of KKR and/or Silver Lake pursuant to the Stockholder Agreement) collectively own, in the aggregate, at least 40% in voting power of the stock of the Corporation entitled to vote generally in the election of directors, inIn addition to any vote of the holders of any class or series of capital stock of the Corporation required herein (including any certificate of designation relating to any series of Preferred Stock), by the Bylaws or applicable law, the affirmative vote of the holders of at least a majority in voting power of all the then outstanding shares of stock of the Corporation entitled to vote thereon, voting together as a single class, shall be required in order for the stockholders of the Corporation to make, alter, amend, repeal or rescind, in whole or in part, any provision of the Bylaws or to adopt any provision inconsistent therewith and (ii) at any time when KKR and Silver Lake (together with TCV, for so long as TCV is required to vote at the direction of KKR and/or Silver Lake pursuant to the Stockholder Agreement) collectively own, in the aggregate, less than 40% in voting power of the stock of the Corporation entitled to vote generally in the election of directors, in addition to any vote of the holders of any class or series of capital stock of the Corporation required herein (including any certificate of designation relating to any series of Preferred Stock), by the Bylaws or applicable law, the affirmative vote of the holders of at least two-thirds in voting power of all the then outstanding shares of stock of the Corporation entitled to vote thereon, voting together as a single class, shall be required in order for the stockholders of the Corporation to make, alter, amend, repeal or rescind, in whole or in part, any provision of the Bylaws or to adopt any provision inconsistent therewith.
2.Amend Article VI.C to reduce the required stockholder vote for director removal from two-thirds to a majority of the voting power, such that any director can be removed by “the holders of a majority in voting power of all the then outstanding shares of stock of the Corporation entitled to vote thereon, voting together as a single class.”
Appendix D – Amendments to the Certificate to eliminate certain business combination restrictionsmeanings set forth therein and instead subject the Company to the business combination restrictions of the Delaware General Corporation Lawbelow:
1.Eliminate Article X in its entirety:
DGCL SECTION 203 AND BUSINESS COMBINATIONS
A.The Corporation hereby expressly elects not to be governed by Section 203 of the DGCL.
B.Notwithstanding the foregoing, the Corporation shall not engage in(a) “Affiliate” means any business combination (as defined below), at any point in time, following the date of closing of the initial public offering of the Class A Common Stock, at which time the Class A Common Stock is registered under Section 12(b) or 12(g) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), with any interested stockholder (as defined below) for a period of three (3) years following the time that such stockholder became an interested stockholder, unless:
(i)prior to such time, the Board of Directors approved either the business combination or the transaction that resulted in the stockholder becoming an interested stockholder, or
(ii)upon consummation of the transaction that resulted in the stockholder becoming an interested stockholder, the interested stockholder owned at least 85% of the voting stock (as defined below) of the Corporation outstanding at the time the transaction commenced, excluding for purposes of determining the voting stock outstanding (but not the outstanding voting stock owned by the interested stockholder) those shares owned (a) by persons who are directors and also officers and (b) employee stock plans in which employee participants do not have the right to determine confidentially whether shares held subject to the plan will be tendered in a tender or exchange offer, or
(iii)at or subsequent to such time, the business combination is approved by the Board of Directors and authorized or approved at an annual or special meeting of stockholders (or by written consent, if action by written consent is not then prohibited by this Amended and Restated Certificate of Incorporation) by the affirmative vote of at least 66 2/3% of the then outstanding voting stock of the Corporation that is not owned by the interested stockholder.
C.For purposes of this Article X of this Amended and Restated Certificate of Incorporation, references to:
(i)“affiliate” means a personentity that, directly or indirectly through one or more intermediaries controls, or is controlled by or is under common control with, another person.the Company.
(ii)(b) “associate,Award” when used to indicate a relationship withmeans any person, means: (a)Option, SAR, Restricted Stock, RSU, Performance Award, Other Cash-Based Award or Other Stock-Based Award granted under the Plan.
(c) “Award Agreement” means any corporation, partnership, unincorporated associationagreement, contract or other entityinstrument or document (including in electronic form) evidencing any Award granted under the Plan, which may, but need not, be executed or acknowledged by a Participant.
(d) “Beneficial Owner” has the meaning ascribed to such term in Rule 13d-3 under the Exchange Act.
(e) “Beneficiary” means a Person entitled to receive payments or other benefits or exercise rights that are available under the Plan in the event of whicha Participant’s death. If no such person is a director, officer or partnerPerson can be named or is directlynamed by a Participant, or indirectly, the owner of 20% or more of any class of voting stock; (b) any trustif no Beneficiary designated by a Participant is eligible to receive payments or other estate in whichbenefits or exercise rights that are available under the Plan at a Participant’s death, such person has at least a 20% beneficial interest or as to which such person serves as trustee or in a similar fiduciary capacity; and (c) any relative or spouse of such person, or any relative of such spouse, who has the same residence as such person.
(iii)“business combination,” when used in reference to the Corporation and any interested stockholder of the Corporation, means:
(a)any merger or consolidation of the Corporation or any direct or indirect majority-owned subsidiary of the Corporation (1) with the interested stockholder or (2) with any other corporation, partnership, unincorporated association or other entity if the merger or consolidation is caused by the interested stockholder and as a result of such merger or consolidation Section (B) of this Article X is not applicable to the surviving entity;
(b)any sale, lease, exchange, mortgage, pledge, transfer or other disposition (in one transaction or a series of transactions), except proportionately as a stockholder of the Corporation, to or with the interested stockholder, whether as part of a dissolution or otherwise, of assets of the Corporation or of any direct or indirect majority- owned subsidiary of the Corporation, which assets have an aggregate market value equal to 10% or more of either the aggregate market value of all the assets of the Corporation determined on a consolidated basis or the aggregate market value of all the then outstanding stock of the Corporation;
(c)any transaction that results in the issuance or transfer by the Corporation or by any direct or indirect majority- owned subsidiary of the Corporation of any stock of the Corporation or of such subsidiary to the interested stockholder, except: (1) pursuant to the exercise, exchange or conversion of securities exercisable for, exchangeable for or convertible into stock of the Corporation or any such subsidiary (including pursuant to the Exchange Agreement), which securities were outstanding prior to the time that the interested stockholder became such; (2) pursuant to a merger under Section 25 1(g) of the DGCL; (3) pursuant to a dividend or distribution paidor made, or the exercise, exchange or conversion of securities exercisable for, exchangeable for or convertible into stock of the Corporation or any such subsidiary, which security is distributed, pro rata to all holders of a class or series of stock of the Corporation subsequent to the time the interested stockholder became such; (4) pursuant to an exchange offer by the Corporation to purchase stock made on the same terms to all holders of said stock; or (5) any issuance or transfer of stock by the Corporation; provided, however, that in no case under items (3) through of this subsection (c) shall there be an increase in the interested stockholder’s proportionate share of the stock of any class or series of the Corporation or of the voting stock of the Corporation (except as a result of immaterial changes due to fractional share adjustments);
(d)any transaction involving the Corporation or any direct or indirect majority-owned subsidiary of the Corporation that has the effect, directly or indirectly, of increasing the proportionate share of the stock of any class or series, or securities convertible into the stock of any class or series, of the Corporation or of any such subsidiary that is owned by the interested stockholder, except as a result of immaterial changes due to fractional share adjustments or as a result of any purchase or redemption or other transfer of any shares of stock not caused, directly or indirectly, by the interested stockholder; or
(e)any receipt by the interested stockholder of the benefit, directly or indirectly (except proportionately as a stockholder of the Corporation), of any loans, advances, guarantees, pledges or other financial benefits (other than those expressly permitted in subsections (a) through (d) above) provided by or through the Corporation or any direct or indirect majority-owned subsidiary.
(iv)“control,” including the terms “controlling,” “controlled by” and “under common control with,” means the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of a person, whether through the ownership of voting stock, by contract, or otherwise. A person who is the owner of 20% or more of the outstanding voting stock of the Corporation, partnership, unincorporated association or other entityParticipant’s Beneficiary shall be presumed to have control of such entity, in the absence of proof by a preponderance of the evidence to the contrary. Notwithstanding the foregoing, a presumption of control shall not apply where such person holds voting stock, in good faith and not for the purpose of circumventing this Article X, as an agent, bank, broker, nominee, custodian or trustee for one or more owners who do not individually or as a group have control of such entity.Participant’s estate.
(v)(f) “Exempt Transferee” means (A) any person that acquires (other than in an Excluded Transfer) directly from KKR or any of its affiliates or successors, from Silver Lake or any of its affiliates or successors, from TCV or any of its affiliates or successors or from Mr. Parsons or any of his affiliates, ownership of voting stock of the Corporation, and is designated in writing by the transferor as an “Exempt Transferee” for the purpose of this Article X; and (B) any person that acquires (other than in an Excluded Transfer) directly from a person described in clause (A) of this definition or from any other Exempt Transferee ownership of voting stock of the Corporation, and is designated in writing by the transferor as an “Exempt Transferee” for the purpose of this Article X.
(vi)“Excluded Transfer” means (a) a transfer to a Person that is not an affiliate of the transferor, which transfer is by gift or otherwise not for value, including a transfer by dividend or distribution by the transferor, (b) a transfer in a public offering that is registered under the Securities Act of 1933, as amended (the “Securities Act”), (c) a transfer to one or more broker-dealers or their affiliates pursuant to a firm commitment purchase agreement for an offering that is exempt from registration under the Securities Act, (d) a transfer made through the facilities of a registered securities exchange or automated interdealer quotation system and (e) a transfer made in compliance with the manner of sale limitations of Rule 144(f) under the Securities Act or any successor rule or provision.
(vii)“interested stockholder” means any person (other than the Corporation or any direct or indirect majority-owned subsidiary of the Corporation) that (a) is the owner of 15% or more of the then outstanding voting stock of the Corporation, or (b) is an affiliate or associate of the Corporation and was the owner of 15% or more of the then outstanding voting stock of the Corporation at any time within the three (3) year period immediately prior to the date on which it is sought to be determined whether such person is an interested stockholder; and the affiliates and associates of such person; but “interested stockholder” shall not include (x) KKR, Silver Lake, TCV, Mr. Parsons, any Exempt Transferee or any of their respective affiliates or successors or any “group,Board” or any member of any such group, of which any of such persons is a party under Rule 13 d-5 of the Exchange Act, or (y) any person whose ownership of shares in excess of the 15% limitation set forth herein is the result of any action taken solely by the Corporation, provided that such person shall be an interested stockholder if thereafter such person acquires additional shares of voting stock of the Corporation, except as a result of further corporate action not caused, directly or indirectly, by such person. For the purpose of determining whether a person is an interested stockholder, the voting stock of the Corporation deemed to be outstanding shall include (A) stock deemed to be owned by the person through application of the definition of “owner” below and (B) stock of the Corporation
that may be issuable to any person pursuant to the Exchange Agreement (assuming all outstanding LLC Units are exchanged pursuant thereto), but shall not include any other unissued stock of the Corporation that may be issuable pursuant to any other agreement, arrangement or understanding, or upon exercise of conversion rights, warrants or options, or otherwise. For the avoidance of doubt, an Exchange (as defined in the Exchange Agreement) of LLC Units pursuant to the Exchange Agreement shall not, by itself, cause the person that is exchanging LLC Units, or any other person, to become an interested stockholder; and a retirement of any shares of Class B Common Stock pursuant to Section (I) of Article IV (or a reduction in the voting power of any outstanding shares of Class B Common Stock as a result of a transfer by the holder thereof of less than all the LLC Units held by such holder), and the related increase in the proportionate voting power of outstanding voting stock of the Corporation held by persons other than the holder of such shares of Class B Common Stock, shall not, by itself, cause any person to become an interested stockholder.
(viii)“KKR” means Kohlberg Kravis Roberts & Co. L.P. and any successor thereto.
(ix)“majority-owned subsidiary” of the Corporation (or specified person) means another person of which the Corporation (or specified person), directly or indirectly with or through one or more majority-owned subsidiaries, is the general partner or managing member of such other person or owns equity securities with a majority of the votes of all equity securities generally entitled to vote in the election of directors or other governing body of such other person.
(x)“Mr. Parsons” means Mr. Bob Parsons.
(xi)“owner,” including the terms “own,” “owned,” and “ownership,” when used with respect to any stock, means a person that individually or with or through any of its affiliates or associates:
(a)beneficially owns such stock, directly or indirectly; or
(b)has (1) the right to acquire such stock (whether such right is exercisable immediately or only after the passage of time) pursuant to any agreement, arrangement or understanding, or upon the exercise of conversion rights, exchange rights, warrants or options, or otherwise; provided, however, that a person shall not be deemed the owner of stock tendered pursuant to a tender or exchange offer made by such person or any of such person’s affiliates or associates until such tendered stock is accepted for purchase or exchange; or (2) the right to vote such stock pursuant to any agreement, arrangement or understanding; provided, however, that a person shall not be deemed the owner of any stock because of such person’s right to vote such stock if the agreement, arrangement or understanding to vote such stock arises solely from a revocable proxy or consent given in response to a proxy or consent solicitation made to ten (10) or more persons; or
(c)has any agreement, arrangement or understanding for the purpose of acquiring, holding, voting (except voting pursuant to a revocable proxy or consent as described in item (2) of subsection (b) above of this definition), or disposing of such stock with any other person that beneficially owns, or whose affiliates or associates beneficially own, directly or indirectly, such stock.
(xii)“person” means any individual, corporation, partnership, unincorporated association or other entity.
(xiii)“Silver Lake” means Silver Lake Group, L.L.C. and any successor thereto.
(xiv)“stock” means, with respect to any corporation, capital stock and, with respect to any other entity, any equity interest.
(xv)“TCV” means Technology Crossover Management VII, Ltd. and any successor thereto.
(xvi)“voting stock” means stock of any class or series entitled to vote generally in the election of directors. Every reference in this Article X to a percentage of voting stock shall refer to such percentage of the votes of such voting stock, and shall be calculated assuming that all outstanding shares of Class B Common Stock and LLC Units that are exchangeable for shares of Class A Common Stock pursuant to the Exchange Agreement are so exchanged (and, for the avoidance of doubt, without giving effect to any contractual or other limitation on such exchange that may apply from time to time).
Appendix E – Amendments to the Certificate to eliminate inoperative provisions and implement certain other miscellaneous amendments
1.Amend Article VI.E as follows:
E. During any period when the holders of any one or more series of Preferred Stock, voting separately as a series or together with one or more other such series, have the right to elect additional directors, then upon commencement and for the duration of the period during which such right continues: (i) the then otherwise total authorized number of directors of the Corporation shall automatically be increased by such specified number of directors, and the holders of such Preferred Stock shall be entitled to elect the additional directors so provided for or fixed pursuant to said provisions, and (ii) each such additional director shall serve until such director’s successor shall have been duly elected and qualified, or until such director’s right to hold such office terminates pursuant to said provisions, whichever occurs earlier, subject to his or her earlier death, resignation, retirement, disqualification or removal. Except as otherwise provided by the Board of Directors of the Company.
(g) “Change in Control” means the resolution or resolutions establishing such series, whenever the holdersoccurrence of any series of Preferred Stock having such right to elect additional directors are divested of such right pursuant to the provisions of such stock, the terms of office of all such additional directors elected by the holders of such stock, or elected to fill any vacancies resulting from the death, resignation, disqualification or removal of such additional directors, shall forthwith terminate and the total authorized number of directors of the Corporation shall be reduced accordingly.
2.Amend Article VI.G as follows:
G.A majority of the total number of directors shall constitute a quorum for the transaction of business by the Board of Directors; provided that, for as long as at least one director designated as a KKR Director (as defined in, and pursuant to, the Stockholder Agreement) is serving as a director, a quorum shall also require one KKR Director for the transaction of business; provided, further, that, for as long as at least one director designated as a Silver Lake Director (as defined in, and pursuant to, the Stockholder Agreement) is serving as a director, a quorum shall also require one Silver Lake Director for the transaction of business. Notwithstanding the immediately preceding sentence, if a quorum does not exist at any meeting of the Board of Directors due to the lack of attendance of at least one KKR Director and/or at least one Silver Lake Director, respectively, at a properly called meeting of the Board of Directors, (x) such meeting shall be adjourned and, subject to the obligation to provide proper prior notice pursuant to the Bylaws to all members of the Board of Directors, recalled for the same purpose not less than twenty-four hours and not more than ten (10) calendar days from the date of adjournment and the attendance of at least one KKR Director or Silver Lake Director, respectively, shall not be required to establish quorum for such recalled meeting (so long as the purpose and agenda of such recalled meeting are identical to those of the adjourned meeting and no matters not set forth on such agenda are considered at such meeting).
3.Amend Article VI.H as follows:
H.Each committee of the Board of Directors shall consist of one or more of the directorsfollowing events:
(i) any Person, other than (A) any employee plan established by the Company or any Subsidiary, (B) the Company or any of its Affiliates, (C) an underwriter temporarily holding securities pursuant to an offering of such securities, or (D) an entity owned, directly or indirectly, by shareholders of the Corporation,Company in accordancesubstantially the same proportions as their ownership of the Company, is (or becomes, during any 12-month period) the Beneficial Owner, directly or indirectly, of securities of the Company (not including in the securities beneficially owned by such Person any securities acquired directly from the Company or its Affiliates other than in connection with the Stockholder Agreement.
4.Amend Article VIII.A as follows:
A.At any time when KKR and Silver Lake (together with TCV, for so long as TCV is required to vote atacquisition by the directionCompany or its Affiliates of KKR and/a business) representing 50% or Silver Lake pursuant tomore of the Stockholder Agreement) collectively own, in the aggregate, at least 40% intotal voting power of the stock of the Company; provided that the provisions of this subsection (i) are not intended to apply to or include as a Change in Control any transaction that is specifically excepted from the definition of Change in Control under subsection (iii) below;
(ii) a change in the composition of the Board such that, during any 12-month period, the individuals who, as of the beginning of such period, constitute the Board (the “Existing Board”) cease for any reason to constitute at least 50% of the Board; provided, however, that any individual becoming a member of the Board subsequent to the beginning of such period whose election, or nomination for election by the Company’s shareholders, was approved by a vote of at least a majority of the Directors immediately prior to the date of such
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appointment or election shall be considered as though such individual were a member of the Existing Board; providedfurther,that, notwithstanding the foregoing, no individual whose initial assumption of office occurs as a result of either an actual or threatened election contest (as such terms are used in Rule 14a-11 or Regulation 14A promulgated under the Exchange Act or successor statutes or rules containing analogous concepts) or other actual or threatened solicitation of proxies or consents by or on behalf of an individual, corporation, partnership, group, associate or other entity or Person other than the Board, shall in any event be considered to be a member of the Existing Board;
(iii) the consummation of a merger, amalgamation or consolidation of the Company with any other corporation or other entity, or the issuance of voting securities in connection with such a transaction pursuant to applicable stock exchange requirements; provided that immediately following such transaction the voting securities of the Company outstanding immediately prior thereto do not continue to represent (either by remaining outstanding or by being converted into voting securities of the surviving entity of such transaction or parent entity thereof) 50% or more of the total voting power and total fair market value of the Company’s stock (or, if the Company is not the surviving entity of such merger or consolidation, 50% or more of the total voting power and total fair market value of the stock of such surviving entity or parent entity thereof); and provided, further, that such a transaction effected to implement a recapitalization of the Company (or similar transaction) in which no Person is or becomes the Beneficial Owner, directly or indirectly, of securities of the Company (not including in the securities beneficially owned by such Person any securities acquired directly from the Company or its Affiliates other than in connection with the acquisition by the Company or its Affiliates of a business) representing 50% or more of either the then-outstanding Shares or the combined voting power and total fair market value of the Company’s then-outstanding voting securities shall not be considered a Change in Control; or
(iv) the sale or disposition by the Company of all or substantially all of the Company’s assets in which any Person acquires (or has acquired during the 12-month period ending on the date of the most recent acquisition by such Person) assets from the Company that have a total gross fair market value equal to more than 50% of the total gross fair market value of all of the assets of the Company immediately prior to such acquisition or acquisitions.
Notwithstanding the foregoing, (A) no Change in Control shall be deemed to have occurred if there is consummated any transaction or series of integrated transactions immediately following which the record holders of the Shares immediately prior to such transaction or series of transactions continue to have substantially the same proportionate ownership in an entity which owns substantially all of the assets of the Company immediately prior to such transaction or series of transactions and (B) no Change in Control shall be deemed to have occurred upon the acquisition of additional control of the Company by any Person that is considered to effectively control the Company. In no event will a Change in Control be deemed to have occurred if any Participant is part of a “group” within the meaning of Section 13(d)(3) of the Exchange Act that effects a Change in Control. Notwithstanding the foregoing or any provision of any Award Agreement to the contrary, for any Award that provides for accelerated distribution on a Change in Control of amounts that constitute “deferred compensation” (as defined in Section 409A of the Code), if the event that constitutes such Change in Control does not also constitute a change in the ownership or effective control of the Company, or in the ownership of a substantial portion of the Company’s assets (in either case, as defined in Section 409A of the Code), such amount shall not be distributed on such Change in Control but instead shall vest as of such Change in Control and shall be distributed on the scheduled payment date specified in the applicable Award Agreement, except to the extent that earlier distribution would not result in the Participant who holds such Award incurring interest or additional tax under Section 409A of the Code.
(h) “Code” means the U.S. Internal Revenue Code of 1986, as amended from time to time, and the rules, regulations and guidance thereunder. Any reference to a provision in the Code shall include any successor provision thereto.
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(i) “Committee” means the Compensation and Human Capital Committee of the Board (or other committee of the Board responsible for executive compensation matters) unless another committee is designated by the Board. If there is no compensation committee of the Board and the Board does not designate another committee, references herein to the “Committee” shall refer to the Board.
(j) “Consultant” means any individual, including an advisor, who is providing services to the Company or any Subsidiary, or who has accepted an offer of service or consultancy from the Company or any Subsidiary.
(k) “Director” means any member of the Board.
(l) “Effective Date” means the date that is the day immediately after the date on which the Plan is approved by the shareholders of the Company; provided that the Plan has been adopted by the Board prior to such date.
(m) “Employee” means any individual, including any officer, employed by the Company or any Subsidiary or any prospective employee or officer who has accepted an offer of employment from the Company or any Subsidiary, with the status of employment determined based upon such factors as are deemed appropriate by the Committee in its discretion, subject to any requirements of the Code or applicable laws.
(n) “Exchange Act” means the U.S. Securities Exchange Act of 1934, as amended from time to time, and the rules, regulations and guidance thereunder. Any reference to a provision in the Exchange Act shall include any successor provision thereto.
(o) “Fair Market Value” means (i) with respect to Shares, the closing price of a Share on the applicable date of determination (or, if there is no reported sale on such date, on the last preceding date on which any reported sale occurred), on the principal stock market or exchange on which the Shares are quoted or traded, or if Shares are not so quoted or traded, the fair market value of a Share as determined by the Committee, and (ii) with respect to any property other than Shares, the fair market value of such property determined by such methods or procedures as shall be established from time to time by the Committee.
(p) “Incentive Stock Option” means an option representing the right to purchase Shares from the Company, granted pursuant to Section 6, that meets the requirements of Section 422 of the Code.
(q) “Intrinsic Value” with respect to an Option or SAR Award means (i) the excess, if any, of the price or implied price per Share in a Change in Control or other event over (ii) the exercise or hurdle price of such Award multipliedby (iii) the number of Shares covered by such Award.
(r) “Non-Qualified Stock Option” means an option representing the right to purchase Shares from the Company, granted pursuant to Section 6, that is not an Incentive Stock Option.
(s) “Option” means an Incentive Stock Option or a Non-Qualified Stock Option.
(t) “Other Cash-Based Award” means an Award granted pursuant to Section 11, including cash awarded as a bonus or upon the attainment of specified performance criteria or otherwise as permitted under the Plan.
(u) “Other Stock-Based Award” means an Award granted pursuant to Section 11 that may be denominated or payable in, valued in whole or in part by reference to, or otherwise based on, or related to, Shares or factors that may influence the value of Shares, including convertible or exchangeable debt securities, other rights convertible or exchangeable into Shares, purchase rights for Shares, dividend rights or dividend equivalent rights or Awards with value and payment contingent upon performance of the Company or business units thereof or any other factors designated by the Committee.
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(v) “Participant” means the recipient of an Award granted under the Plan.
(w) “Performance Award” means an Award granted pursuant to Section 10.
(x) “Performance Period” means the period established by the Committee with respect to any Performance Award during which the performance goals specified by the Committee with respect to such Award are to be measured.
(y) “Person” has the meaning ascribed to such term in Section 3(a)(9) of the Exchange Act and used in Sections 13(d) and 14(d) thereof, including a “group” as defined in Section 13(d) thereof.
(z) “Prior Plan” means the GoDaddy Inc. 2015 Equity Incentive Plan.
(aa) “Prior Plan Award” means any award previously granted under the Prior Plan that is outstanding as of the Effective Date.
(bb) “Restricted Stock” means any Share subject to certain restrictions and forfeiture conditions, granted pursuant to Section 8.
(cc) “RSU” means a contractual right granted pursuant to Section 9 that is denominated in Shares. Each RSU represents a right to receive the value of one Share (or a percentage of such value) in cash, Shares or a combination thereof. Awards of RSUs may include the right to receive dividend equivalents.
(dd) “SAR” means a right granted pursuant to Section 7 to receive upon exercise by the Participant or settlement, in cash, Shares or a combination thereof, the excess of (i) the Fair Market Value of one Share on the date of exercise or settlement over (ii) the exercise or hurdle price of the right on the date of grant.
(ee) “Service Agreement” means any employment, service, severance, consulting or similar agreement between the Company or any of its Affiliates and a Participant.
(ff) “Share” means a share of the Company’s Class A common stock, $0.001 par value.
(gg) “Subsidiary” means an entity of which the Company directly or indirectly holds all or a majority of the value of the outstanding equity interests of such entity or a majority of the voting power with respect to the voting securities of such entity.
(hh) “Substitute Award” means an Award granted in assumption of, or in substitution for, an outstanding award previously granted by a company or other business acquired by the Company or with which the Company combines.
(ii) “Termination of Service” means, in the case of a Participant who is an Employee, cessation of the employment relationship such that the Participant is no longer an employee of the Company or any Affiliate, or, in the case of a Participant who is a Consultant, non-employee Director or other service provider, the date the performance of services for the Company or any Affiliate has ended; provided, however, that, unless the Committee determines otherwise, in the case of a Participant who is an Employee, the transfer of employment from the Company to an Affiliate, from an Affiliate to the Company, from one Affiliate to another Affiliate or, unless the Committee determines otherwise, the cessation of employee status but the continuation of the performance of services for the Company or an Affiliate as a non-employee Director or Consultant shall not be deemed a cessation of service that would constitute a Termination of Service; provided, further, that, unless the Committee determines otherwise, a Termination of Service shall be deemed to occur for a Participant employed by, or performing services for, an Affiliate when such Affiliate ceases to be an Affiliate unless such Participant’s employment or service continues with the Company or another Affiliate. Notwithstanding the foregoing, with respect to any Award subject
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to Section 409A of the Code (and not exempt therefrom), a Termination of Service occurs when a Participant experiences a “separation of service” (as such term is defined under Section 409A of the Code).
Section 3. Eligibility.
(a) Any Employee, non-employee Director or Consultant shall be eligible to be selected to receive an Award under the Plan, to the extent that an offer or receipt of an Award is permitted by applicable law, stock market or exchange rules and regulations or accounting or tax rules and regulations.
(b) Holders of equity compensation awards granted by a company that is acquired by the Company (or whose business is acquired by the Company), or with which the Company combines, are eligible for grants of Substitute Awards under the Plan to the extent permitted under applicable regulations of any stock exchange on which the Company is listed.
Section 4. Administration.
(a) Administration of the Plan. The Plan shall be administered by the Committee. All decisions of the Committee shall be final, conclusive and binding upon all parties, including the Company, its shareholders, Participants and any Beneficiaries thereof. The Committee may issue rules and regulations for administration of the Plan.
(b) Delegation of Authority. To the extent permitted by applicable law, including under Section 157(c) of the Delaware General Corporation entitledLaw, the Committee may delegate some or all of its authority under the Plan, including the authority to vote generallygrant Options and SARs or other Awards in the form of Share rights (except that such delegation shall not apply to any Award for a Person then covered by Section 16 of the Exchange Act) to a subcommittee or subcommittees of the Committee, or to other persons or groups of persons as it deems necessary, appropriate or advisable under conditions or limitations that it may set at or after the time of the delegation.
(c) Authority of Committee. Subject to the terms of the Plan and applicable law, the Committee (or its delegate) shall have full discretion and authority to: (i) designate Participants; (ii) determine the type or types of Awards (including Substitute Awards) to be granted to each Participant under the Plan; (iii) determine the number of Shares to be covered by (or with respect to which payments, rights or other matters are to be calculated in connection with) Awards; (iv) determine the terms and conditions of any Award and prescribe the form of each Award Agreement, which need not be identical for each Participant; (v) determine whether, to what extent, under what circumstances and by which methods Awards may be settled or exercised in cash, Shares, other Awards, other property, net settlement (including broker-assisted cashless exercise or sell-to-cover), or any combination thereof, or canceled, forfeited or suspended; (vi) determine whether, to what extent and under what circumstances cash, Shares, other Awards, other property and other amounts payable with respect to an Award under the Plan shall be deferred either automatically or at the election of directors,the holder thereof or of the Committee; (vii) amend terms or conditions of any outstanding Awards; (viii) correct any defect, supply any omission and reconcile any inconsistency in the Plan or any Award, in the manner and to the extent it shall deem desirable to carry the Plan into effect; (ix) interpret and administer the Plan and any instrument or agreement relating to, or Award made under, the Plan; (x) establish, amend, suspend or waive such rules and regulations and appoint such agents, trustees, brokers, depositories and advisors and determine such terms of their engagement as it shall deem appropriate for the proper administration of the Plan and due compliance with applicable law, stock market or exchange rules and regulations or accounting or tax rules and regulations; and (xi) make any other determination and take any other action requiredthat the Committee deems necessary or permitteddesirable for the administration of the Plan and due compliance with applicable law, stock market or exchange rules and regulations or accounting or tax rules and regulations. Notwithstanding anything to the contrary contained herein, the Board may, in its sole discretion, at any time and from time to time, grant Awards or administer the Plan. In any such case, the Board shall have all of the authority and responsibility granted to the Committee herein.
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Section 5. Shares Available for Awards.
(a) Subject to adjustment as provided in Section 5(c) and except for Substitute Awards, the maximum number of Shares available for issuance under the Plan with respect to Awards granted after the Effective Date shall not exceed in the aggregate (i) 9,050,000 Shares less (ii) the number of Shares subject to any award granted under the Prior Plan after April 11, 2024 and prior to the Effective Date plus (iii) the number of Shares subject to any award previously granted under the Prior Plan that is forfeited, cancelled, expires, terminates or otherwise lapses without the delivery of Shares after April 11, 2024 and prior to the Effective Date. Shares underlying Substitute Awards and Shares remaining available for grant under a plan of an acquired company or of a company with which the Company combines (whether by way of amalgamation, merger, sale and purchase of shares or other securities or otherwise), appropriately adjusted to reflect the acquisition or combination transaction, shall not reduce the number of Shares remaining available for grant hereunder.
(b) If any Award or Prior Plan Award is forfeited, cancelled, expires, terminates or otherwise lapses or is settled in cash, in whole or in part, without the delivery of Shares, then the Shares covered by such forfeited, expired, terminated or lapsed Award or Prior Plan Award shall again be available for grant under the Plan. For the avoidance of doubt, the following will not again become available for issuance under the Plan: (i) any Shares withheld in respect of taxes relating to any Award or Prior Plan Award and (ii) any Shares tendered or withheld to pay the exercise or hurdle price of Options or SARs (including any stock options or stock appreciation rights that are Prior Plan Awards).
(c) In the event that the Committee determines that, as a result of any dividend or other distribution (other than an ordinary dividend or distribution), recapitalization, stock split, reverse stock split, reorganization, merger, amalgamation, consolidation, separation, rights offering, split-up, spin-off, combination, repurchase or exchange of Shares or other securities of the Company, issuance of warrants or other rights to acquire Shares or other securities of the Company, issuance of Shares pursuant to the anti-dilution provisions of securities of the Company, or other similar corporate transaction or event affecting the Shares, or of changes in applicable laws, regulations or accounting principles, an adjustment is necessary in order to prevent dilution or enlargement of the benefits or potential benefits intended to be taken atmade available under the Plan, then the Committee shall, subject to Section 19 and applicable law, adjust equitably so as to ensure no undue enrichment or harm (including by payment of cash), any annual or special meetingall of:
(i) the number and type of stockholdersShares (or other securities) which thereafter may be made the subject of Awards, including the aggregate limits specified in Section 5(a) and Section 5(f);
(ii) the number and type of Shares (or other securities) subject to outstanding Awards;
(iii) the grant, acquisition, exercise or hurdle price with respect to any Award or, if deemed appropriate, make provision for a cash payment to the holder of an outstanding Award; and
(iv) the terms and conditions of any outstanding Awards, including the performance criteria of any Performance Awards;
provided, however, that the number of Shares subject to any Award denominated in Shares shall always be a whole number.
(d) Any Shares delivered pursuant to an Award may consist, in whole or in part, of authorized and unissued Shares or Shares acquired by the Company.
(e) A Participant who is a non-employee Director may not receive compensation for any calendar year (including the calendar year in which the non-employee Director is first elected or appointed to the Board) in excess of $1,000,000 in the aggregate, including cash payments and Awards. For purposes of applying the limitation in
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this Section 5(e), Awards will be considered compensation in the calendar year in which the date of grant occurs and the value of such Award shall be its grant date fair value for financial reporting purposes.
(f) Subject to adjustment as provided in Section 5(c)(i), the maximum number of Shares available for issuance with respect to Incentive Stock Options shall be 4,000,000.
Section 6. Options.The Committee is authorized to grant Options to Participants with the following terms and conditions and with such additional terms and conditions, in either case not inconsistent with the provisions of the Corporation may be taken without a meeting, without prior notice and without a vote, if a consent or consents in writing, setting forthPlan, as the action so taken,Committee shall determine:
(a) The exercise price per Share under an Option shall be signeddetermined by the holdersCommittee at the time of outstanding stock havinggrant; provided, however, that, except in the case of Substitute Awards, such exercise price shall not be less than the minimumFair Market Value of a Share on the date of grant of such Option.
(b) The term of each Option shall be fixed by the Committee but shall not exceed 10 years from the date of grant of such Option. The Committee shall determine the time or times at which an Option becomes vested and exercisable in whole or in part.
(c) The Committee shall determine the methods by which, and the forms in which payment of the exercise price with respect thereto may be made or deemed to have been made, including cash, Shares, other Awards, other property, net settlement (including broker-assisted cashless exercise) or any combination thereof, having a Fair Market Value on the exercise date equal to the relevant exercise price.
(d) No grant of Options may be accompanied by a tandem award of dividend equivalents or provide for dividends, dividend equivalents or other distributions to be paid on such Options (except as provided under Section 5(c)).
(e) The terms of any Incentive Stock Option granted under the Plan shall comply in all respects with the provisions of Section 422 of the Code. Incentive Stock Options may be granted only to employees of the Company or of a parent or subsidiary corporation (as defined in Section 424 of the Code).
Section 7. Stock Appreciation Rights.The Committee is authorized to grant SARs to Participants with the following terms and conditions and with such additional terms and conditions, in either case not inconsistent with the provisions of the Plan, as the Committee shall determine:
(a) SARs may be granted under the Plan to Participants either alone (“freestanding”) or in addition to other Awards granted under the Plan (“tandem”) and may, but need not, relate to a specific Option granted under Section 6.
(b) The exercise or hurdle price per Share under a SAR shall be determined by the Committee; provided, however, that, except in the case of Substitute Awards, such exercise or hurdle price shall not be less than the Fair Market Value of a Share on the date of grant of such SAR.
(c) The term of each SAR shall be fixed by the Committee but shall not exceed 10 years from the date of grant of such SAR. The Committee shall determine the time or times at which a SAR may be exercised or settled in whole or in part.
(d) Upon the exercise of a SAR, the Company shall pay to the Participant an amount equal to the number of votesShares subject to the SAR multiplied by the excess, if any, of the Fair Market Value of one Share on the exercise date over the exercise or hurdle price of such SAR. The Company shall pay such excess in cash, in Shares valued at Fair Market Value, or any combination thereof, as determined by the Committee.
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(e) No grant of SARs may be accompanied by a tandem award of dividend equivalents or provide for dividends, dividend equivalents or other distributions to be paid on such SARs (except as provided under Section 5(c)).
Section 8. Restricted Stock. The Committee is authorized to grant Awards of Restricted Stock to Participants with the following terms and conditions and with such additional terms and conditions, in either case not inconsistent with the provisions of the Plan, as the Committee shall determine:
(a) The Award Agreement shall specify the vesting schedule.
(b) Awards of Restricted Stock shall be subject to such restrictions as the Committee may impose, which restrictions may lapse separately or in combination at such time or times, in such installments or otherwise, as the Committee may deem appropriate.
(c) Subject to the restrictions set forth in the applicable Award Agreement, a Participant generally shall have the rights and privileges of a shareholder with respect to Awards of Restricted Stock, including the right to vote such Shares of Restricted Stock and the right to receive dividends.
(d) The Committee may, in its discretion, specify in the applicable Award Agreement that an Award of Restricted Stock shall convey the right to receive dividend equivalents on the Shares subject to such Award with respect to any dividends or other distributions declared during the period that such Award is outstanding, in which case, such dividend equivalent rights shall accumulate and shall be paid in cash or Shares on the vesting date of the Award, subject to the vesting of the Award (or portion thereof) with respect to which such dividend equivalents are credited. For the avoidance of doubt, any dividend equivalents in respect of any Award of Restricted Stock shall have the same vesting conditions and vesting dates and shall be paid in accordance with the same terms as the Award to which they relate and no dividends or dividend equivalents will be paid on unvested Awards unless and until such Awards vest.
(e) Any Award of Restricted Stock may be evidenced in such manner as the Committee may deem appropriate, including book-entry registration.
(f) The Committee may provide in an Award Agreement that an Award of Restricted Stock is conditioned upon the Participant making or refraining from making an election with respect to the Award under Section 83(b) of the Code. If a Participant makes an election pursuant to Section 83(b) of the Code with respect to an Award of Restricted Stock, such Participant shall be required to file promptly a copy of such election with the Company and the applicable Internal Revenue Service office.
Section 9. RSUs. The Committee is authorized to grant Awards of RSUs to Participants with the following terms and conditions and with such additional terms and conditions, in either case not inconsistent with the provisions of the Plan, as the Committee shall determine:
(a) The Award Agreement shall specify the vesting schedule and the delivery schedule (which may include deferred delivery later than the vesting date).
(b) Awards of RSUs shall be subject to such restrictions as the Committee may impose, which restrictions may lapse separately or in combination at such time or times, in such installments or otherwise, as the Committee may deem appropriate.
(c) An RSU shall not convey to a Participant the rights and privileges of a shareholder with respect to the Share subject to such RSU, such as the right to vote or the right to receive dividends, unless and until and to the extent a Share is issued to such Participant to settle such RSU.
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(d) The Committee may, in its discretion, specify in the applicable Award Agreement that an Award of RSUs shall convey the right to receive dividend equivalents on the Shares subject to such Award with respect to any dividends or other distributions declared during the period that such Award is outstanding, in which case, such dividend equivalent rights shall accumulate and shall be paid in cash or Shares on the settlement date of the Award, subject to the vesting of the Award (or portion thereof) with respect to which such dividend equivalents are credited. For the avoidance of doubt, any dividend equivalents in respect of any Award of RSUs shall have the same vesting conditions and vesting dates and shall be paid in accordance with the same terms as the Award to which they relate and no dividend equivalents will be paid on unvested Awards unless and until such Awards vest.
(e) Shares delivered upon the vesting and settlement of an RSU Award may be evidenced in such manner as the Committee may deem appropriate, including book-entry registration.
(f) The Committee may determine the form or forms (including cash, Shares, other Awards, other property or any combination thereof) in which payment of the amount owing upon settlement of any RSU Award may be made.
Section 10. Performance Awards. The Committee is authorized to grant Performance Awards to Participants with the following terms and conditions and with such additional terms and conditions, in either case not inconsistent with the provisions of the Plan, as the Committee shall determine:
(a) Performance Awards may be denominated as a cash amount, number of Shares or units or a combination thereof and are Awards that may be earned upon achievement or satisfaction of performance conditions specified by the Committee. In addition, the Committee may specify that any other Award shall constitute a Performance Award by conditioning the grant to a Participant or the right of a Participant to exercise the Award or have it settled, and the timing thereof, upon achievement or satisfaction of such performance conditions as may be specified by the Committee. The Committee may use such business criteria and other measures of performance as it may deem appropriate in establishing any performance conditions. Subject to the terms of the Plan, the performance goals to be achieved during any Performance Period, the length of any Performance Period, the amount of any Performance Award granted and the amount of any payment or transfer to be made pursuant to any Performance Award shall be determined by the Committee.
(b) Performance criteria may be measured on an absolute (e.g., plan or budget) or relative basis, and may be established on a corporate-wide basis, with respect to one or more business units, divisions, Subsidiaries or business segments, or on an individual basis. If the Committee determines that a change in the business, operations, corporate structure or capital structure of the Company, or the manner in which the Company conducts its business, or other events or circumstances render the performance objectives unsuitable, the Committee may modify the performance objectives or the related minimum acceptable level of achievement, in whole or in part, as the Committee deems appropriate and equitable such that it does not provide any undue enrichment or harm. Performance measures may vary from Performance Award to Performance Award and from Participant to Participant, and may be established on a stand-alone basis, in tandem or in the alternative. The Committee shall have the power to impose such other restrictions on Awards subject to this Section 10(b) as it may deem necessary or appropriate to ensure that such Awards satisfy all requirements of any applicable law, stock market or exchange rules and regulations or accounting or tax rules and regulations.
(c) Settlement of Performance Awards shall be in cash, Shares, other Awards, other property, net settlement, or any combination thereof, as determined in the discretion of the Committee.
(d) A Performance Award shall not convey to a Participant the rights and privileges of a shareholder with respect to the Share subject to such Performance Award, such as the right to vote (except as relates to Restricted Stock) or the right to receive dividends, unless and until and to the extent a Share is issued to such Participant to settle such Performance Award. The Committee, in its sole discretion, may provide that a Performance Award shall convey the right to receive dividend equivalents on the Shares subject to such Performance Award with respect to
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any dividends or other distributions declared during the period that such Performance Award is outstanding, in which case, such dividend equivalent rights shall accumulate and shall be paid in cash or Shares on the settlement date of the Performance Award, subject to the Participant’s earning of the Shares with respect to which such dividend equivalents are paid upon achievement or satisfaction of performance conditions specified by the Committee. Shares delivered upon the vesting and settlement of a Performance Award may be evidenced in such manner as the Committee may deem appropriate, including book-entry registration. For the avoidance of doubt, no dividend equivalent rights shall be provided with respect to any Shares subject to Performance Awards that are not earned or otherwise do not vest or settle pursuant to their terms.
(e) The Committee may, in its discretion, increase or reduce the amount of a settlement otherwise to be made in connection with a Performance Award.
Section 11. Other Cash-Based Awards and Other Stock-Based Awards. The Committee is authorized, subject to limitations under applicable law, to grant Other Cash-Based Awards (either independently or as an element of or supplement to any other Award under the Plan) and Other Stock-Based Awards. The Committee shall determine the terms and conditions of such Awards. Shares delivered pursuant to an Award in the nature of a purchase right granted under this Section 11 shall be purchased for such consideration, and paid for at such times, by such methods and in such forms, including cash, Shares, other Awards, other property, net settlement, broker-assisted cashless exercise or any combination thereof, as the Committee shall determine; provided that the purchase price therefor shall not be less than the Fair Market Value of such Shares on the date of grant of such right.
Section 12. Effect of Termination of Service or a Change in Control on Awards.
(a) The Committee may provide, by rule or regulation or in any applicable Award Agreement, or may determine in any individual case, the circumstances in which, and the extent to which, an Award may be exercised, settled, vested, paid or forfeited in the event of a Participant’s Termination of Service prior to the end of a Performance Period or vesting, exercise or settlement of such Award.
(b) Subject to the last sentence of Section 2(ii), the Committee may determine, in its discretion, whether, and the extent to which, (i) an Award will vest during a leave of absence, (ii) a reduction in service level (for example, from full-time to part-time employment) will cause a reduction, or other change, to an Award and (iii) a leave of absence or reduction in service will be deemed a Termination of Service.
(c) In the event of a Change in Control, the Committee may, in its sole discretion, and on such terms and conditions as it deems appropriate, take any one or more of the following actions with respect to any outstanding Award, which need not be uniform with respect to all Participants and/or Awards:
(i) continuation or assumption of such Award by the Company (if it is the surviving corporation) or by the successor or surviving entity or its parent;
(ii) substitution or replacement of such Award by the successor or surviving entity or its parent with cash, securities, rights or other property to be paid or issued, as the case may be, by the successor or surviving entity (or a parent or subsidiary thereof), with substantially the same terms and value as such Award (including any applicable performance targets or criteria with respect thereto);
(iii) acceleration of the vesting of such Award and the lapse of any restrictions thereon and, in the case of an Option or SAR Award, acceleration of the right to exercise such Award during a specified period (and the termination of such Option or SAR Award without payment of any consideration therefor to the extent such Award is not timely exercised), in each case, either (A) upon a Participant’s involuntary Termination of Service (including upon a termination of the Participant’s employment by the Company or an Affiliate (or a successor corporation or its parent thereof) without “cause”, by a Participant for “good reason” and/or due to a Participant’s death or “disability”, as such terms may be defined in the applicable Award Agreement and/or a
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Participant’s Service Agreement, as the case may be) on or within a specified period prior to or following the Change in Control or (B) upon the failure of the successor or surviving entity (or its parent) to continue or assume such Award;
(iv) in the case of a Performance Award, determination of the level of attainment of the applicable performance condition(s); and
(v) cancellation of such Award in consideration of a payment, with the form, amount and timing of such payment determined by the Committee in its sole discretion, subject to the following: (A) such payment shall be made in cash, securities, rights and/or other property; (B) the amount of such payment shall equal the value of such Award, as determined by the Committee in its sole discretion; provided that, in the case of an Option or SAR Award, if such value equals the Intrinsic Value of such Award, such value shall be deemed to be valid; providedfurther that, if the Intrinsic Value of an Option or SAR Award is equal to or less than zero, the Committee may, in its sole discretion, provide for the cancellation of such Award without payment of any consideration therefor (for the avoidance of doubt, in the event of a Change in Control, the Committee may, in its sole discretion, terminate any Option or SAR Awards for which the exercise or hurdle price is equal to or exceeds the per Share value of the consideration to be paid in the Change in Control transaction without payment of consideration therefor); and (C) such payment shall be made promptly following such Change in Control or on a specified date or dates following such Change in Control; provided that the timing of such payment shall comply with Section 409A of the Code.
Section 13. General Provisions Applicable to Awards.
(a) Awards shall be granted for such cash or other consideration, if any, as the Committee determines; provided that in no event shall Awards be issued for less than such minimal consideration as may be required by applicable law.
(b) Awards may, in the discretion of the Committee, be granted either alone or in addition to or in tandem with any other Award or any award granted under any other plan of the Company. Awards granted in addition to or in tandem with other Awards, or in addition to or in tandem with awards granted under any other plan of the Company, may be granted either at the same time as or at a different time from the grant of such other Awards or awards.
(c) Subject to the terms of the Plan, payments or transfers to be made by the Company upon the grant, exercise or settlement of an Award may be made in the form of cash, Shares, other Awards, other property, net settlement, or any combination thereof, as determined by the Committee in its discretion at the time of grant, and may be made in a single payment or transfer, in installments or on a deferred basis, in each case in accordance with rules and procedures established by the Committee. Such rules and procedures may include provisions for the payment or crediting of reasonable interest on installment or deferred payments or the grant or crediting of dividend equivalents in respect of installment or deferred payments.
(d) Except as may be permitted by the Committee or as specifically provided in an Award Agreement, (i) no Award and no right under any Award shall be assignable, alienable, saleable or transferable by a Participant other than by will, by the laws of descent and distribution, or pursuant to Section 13(e) and (ii) during a Participant’s lifetime, each Award, and each right under any Award, shall be exercisable only by such Participant or, if permissible under applicable law, by such Participant’s guardian or legal representative. The provisions of this Section 13(d) shall not apply to any Award that has been fully exercised or settled, as the case may be, and shall not preclude forfeiture of an Award in accordance with the terms thereof.
(e) A Participant may designate a Beneficiary or change a previous Beneficiary designation only at such times as prescribed by the Committee, in its sole discretion, and only by using forms and following procedures approved or accepted by the Committee for that purpose.
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(f) All certificates, if any, for Shares and/or other securities delivered under the Plan pursuant to any Award or the exercise or settlement thereof shall be subject to such stop transfer orders and other restrictions as the Committee may deem advisable under the Plan or the rules, regulations and other requirements of the U.S. Securities and Exchange Commission, any stock market or exchange upon which such Shares or other securities are then quoted, traded or listed, and any other applicable securities laws, and the Committee may cause a legend or legends to be put on any such certificates to make appropriate reference to such restrictions.
(g) The Company will not be obligated to deliver any Shares under the Plan or remove restrictions from Shares previously delivered under the Plan until (i) all Award conditions have been met or removed to the Committee’s satisfaction, (ii) as determined by the Committee, all other legal matters regarding the issuance and delivery of such Shares have been satisfied, including any applicable securities laws, stock market or exchange rules and regulations or accounting or tax rules and regulations and (iii) the Participant has executed and delivered to the Company such representations or agreements as the Committee deems necessary or appropriate to satisfy any applicable laws. The Company’s inability to obtain authority from any regulatory body having jurisdiction, which the Committee determines is necessary to the lawful issuance and sale of any Shares, will relieve the Company of any liability for failing to issue or sell such Shares as to which such requisite authority has not been obtained.
(h) The Committee may impose restrictions on any Award with respect to non-competition, non-solicitation, confidentiality and other restrictive covenants, or requirements to comply with minimum share ownership requirements, as it deems necessary or appropriate in its sole discretion, which such restrictions may be set forth in any applicable Award Agreement or otherwise.
Section 14. Amendments and Terminations.
(a) Amendment or Termination of the Plan. Except to the extent prohibited by applicable law and unless otherwise expressly provided in an Award Agreement or in the Plan, the Board may amend, alter, suspend, discontinue or terminate the Plan or any portion thereof at any time; provided, however, that no such amendment, alteration, suspension, discontinuation or termination shall be made without (i) shareholder approval if such approval is required by applicable law or the rules of the stock market or exchange, if any, on which the Shares are principally quoted or traded or (ii) subject to Section 5(c) and Section 12, the consent of the affected Participant, if such action would materially adversely affect the rights of such Participant under any outstanding Award, except (x) to the extent any such amendment, alteration, suspension, discontinuance or termination is made to cause the Plan to comply with applicable law, stock market or exchange rules and regulations or accounting or tax rules and regulations or (y) to impose any “clawback” or recoupment provisions on any Awards (including any amounts or benefits arising from such Awards) in accordance with Section 18. Notwithstanding anything to the contrary in the Plan, the Committee may amend the Plan, or create sub-plans, in such manner as may be necessary or desirable to enable the Plan to achieve its stated purposes in any jurisdiction in a tax-efficient manner and in compliance with local rules and regulations.
(b) Dissolution or Liquidation. In the event of the dissolution or liquidation of the Company, each Award shall terminate immediately prior to the consummation of such action, unless otherwise determined by the Committee.
(c) Terms of Awards. The Committee may waive any conditions or rights under, amend any terms of, or amend, alter, suspend, discontinue or terminate any Award theretofore granted (including by substituting another Award of the same or a different type), prospectively or retroactively, without the consent of any relevant Participant or holder or Beneficiary of an Award; provided, however, that, subject to Section 5(c) and Section 12, no such action shall materially adversely affect the rights of any affected Participant or holder or Beneficiary under any Award theretofore granted under the Plan, except (x) to the extent any such action is made to cause the Plan or Award to comply with applicable law, stock market or exchange rules and regulations or accounting or tax rules and regulations, or (y) to impose any “clawback” or recoupment provisions on any Awards (including any amounts or
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benefits arising from such Awards) in accordance with Section 18. The Committee shall be authorized to make adjustments in the terms and conditions of, and the criteria included in, Awards in recognition of events (including the events described in Section 5(c)) affecting the Company, or the financial statements of the Company, or of changes in applicable laws, regulations or accounting principles, whenever the Committee determines that such adjustments are appropriate in order to prevent dilution or enlargement of the benefits or potential benefits intended to be made available under the Plan.
(d) No Repricing. Except as provided in Section 5(c), the Committee may not, without shareholder approval, seek to effect any re-pricing of any previously granted “underwater” Option, SAR or similar Award by: (i) amending or modifying the terms of the Option, SAR or similar Award to lower the exercise or hurdle price; (ii) cancelling the underwater Option, SAR or similar Award and granting either (A) replacement Options, SARs or similar Awards having a lower exercise or hurdle price or (B) Restricted Shares, RSUs, Performance Awards or Other Share-Based Awards in exchange; or (iii) cancelling or repurchasing the underwater Options, SARs or similar Awards for cash or other securities. An Option, SAR or similar Award will be deemed to be “underwater” at any time when the Fair Market Value of the Shares covered by such Award is less than the exercise or hurdle price of the Award.
Section 15. Miscellaneous.
(a) No Employee, Consultant, non-employee Director, Participant, or other Person shall have any claim to be granted any Award under the Plan, and there is no obligation for uniformity of treatment of Employees, Participants or holders or Beneficiaries of Awards under the Plan. The terms and conditions of Awards need not be the same with respect to each recipient. Any Award granted under the Plan shall be a one-time Award that does not constitute a promise of future grants. The Company, in its sole discretion, maintains the right to make available future grants under the Plan.
(b) The grant of an Award shall not be construed as giving a Participant the right to be retained in the employ of, or to continue to provide services to, the Company or any Affiliate. Further, the Company or any applicable Affiliate may at any time dismiss a Participant, free from any liability, or any claim under the Plan, unless otherwise expressly provided in the Plan, any Award Agreement or any other agreement binding on the parties, or otherwise required under applicable laws. The receipt of any Award under the Plan is not intended to confer any rights on the receiving Participant except as set forth in the applicable Award Agreement.
(c) No payment pursuant to the Plan shall be taken into account in determining any benefits under any severance, pension, retirement, savings, profit sharing, group insurance, welfare or other benefit plan of the Company or any Affiliate, except to the extent otherwise expressly provided in writing in such other plan or an agreement thereunder.
(d) Nothing contained in the Plan shall prevent the Company or any Affiliate from adopting or continuing in effect other or additional compensation arrangements, including the grant of options and other stock-based awards, and such arrangements may be either generally applicable or applicable only in specific cases.
(e) The Company shall be authorized to withhold from any Award granted or any payment due or transfer made under any Award or under the Plan or from any compensation or other amount owing to a Participant the amount (in cash, Shares, other Awards, other property, net settlement, or any combination thereof) of applicable withholding taxes due in respect of an Award, its exercise or settlement or any payment or transfer under such Award or under the Plan and to take such other action (including providing for elective payment of such amounts in cash or Shares by such Participant) as may be necessary to authorizesatisfy all obligations for the payment of such taxes and, unless otherwise determined by the Committee in its discretion, to the extent such withholding would not result in liability classification of such Award (or any portion thereof) pursuant to FASB ASC Subtopic 718-10.
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(f) If any provision of the Plan or takeany Award Agreement is or becomes or is deemed to be invalid, illegal or unenforceable in any jurisdiction, or as to any Person or Award, or would disqualify the Plan or any Award under any law deemed applicable by the Committee, such action atprovision shall be construed or deemed amended to conform to applicable laws, or if it cannot be so construed or deemed amended without, in the determination of the Committee, materially altering the intent of the Plan or the Award Agreement, such provision shall be stricken as to such jurisdiction, Person or Award, and the remainder of the Plan and any such Award Agreement shall remain in full force and effect.
(g) Neither the Plan nor any Award shall create or be construed to create a meetingtrust or separate fund of any kind or a fiduciary relationship between the Company and a Participant or any other Person. To the extent that any Person acquires a right to receive payments from the Company pursuant to an Award, such right shall be no greater than the right of any unsecured general creditor of the Company.
(h) Unless otherwise determined by the Committee, no fractional Shares shall be issued or delivered pursuant to the Plan or any Award, and the Committee shall determine whether cash or other securities shall be paid or transferred in lieu of any fractional Shares, or whether such fractional Shares or any rights thereto shall be canceled, terminated or otherwise eliminated.
(i) Awards may be granted to Participants who are non-United States nationals or employed or otherwise providing services outside the United States, or both, on such terms and conditions different from those applicable to Awards to Participants who are employed or otherwise providing services in the United States as may, in the judgment of the Committee, be necessary or desirable to recognize differences in local law, tax policy or custom, or to rely on or qualify for applicable tax-qualified regimes. The Committee also may impose conditions on the exercise or vesting of Awards in order to minimize the Company’s obligation with respect to tax equalization for Participants on assignments outside their home country.
Section 16. Effective Date of the Plan. The Plan shall be effective as of the Effective Date.
Section 17. Term of the Plan. No Award shall be granted under the Plan after the earliest to occur of (i) the 10-year anniversary of the Effective Date; (ii) the maximum number of Shares available for issuance under the Plan have been issued; or (iii) the Board terminates the Plan in accordance with Section 14(a). However, unless otherwise expressly provided in the Plan or in an applicable Award Agreement, any Award theretofore granted may extend beyond such date, and the authority of the Committee to amend, alter, adjust, suspend, discontinue or terminate any such Award, or to waive any conditions or rights under any such Award, and the authority of the Board to amend the Plan, shall extend beyond such date.
Section 18. Cancellation or “Clawback” of Awards.
(a) The Committee may specify in an Award Agreement that a Participant’s rights, payments and benefits with respect to an Award shall be subject to reduction, cancellation, forfeiture or recoupment upon the occurrence of certain specified events, in addition to any otherwise applicable vesting or performance conditions of an Award. Such events may include a Termination of Service with or without “cause” (as such term may be defined in the applicable Award Agreement and/or a Participant’s Service Agreement, as the case may be, and, in the case of any such “cause” that is resulting from an indictment or other non-final determination, the Committee may provide for such Award to be held in escrow or abeyance until a final resolution of the matters related to such event occurs, at which all shares entitledtime the Award shall either be reduced, cancelled or forfeited (as provided in such Award Agreement) or remain in effect, depending on the outcome), violation of material policies, breach of non-competition, non-solicitation, confidentiality or other restrictive covenants, or requirements to vote thereon were presentcomply with minimum share ownership requirements, that may apply to the Participant, or other conduct by the Participant that is detrimental to the business or reputation of the Company and/or its Affiliates.
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(b) The Committee shall have full authority to implement any policies and votedprocedures necessary to comply with any reduction, cancellation, forfeiture or recoupment requirement imposed under any applicable laws, rules, regulations or stock exchange listing standard or under any associated Company recoupment policy, including Section 954 of the U.S. Dodd-Frank Wall Street Reform and Consumer Protection Act, Section 10D of the Exchange Act and any rules promulgated thereunder and any other regulatory regimes, including Rule 10D-1 of the Exchange Act and Section 303A.14 of the NYSE Listed Company Manual. Notwithstanding anything to the contrary contained herein, any Awards granted under the Plan (including any amounts or benefits arising from such Awards) shall be subject to any clawback or recoupment arrangements or policies the Company has in place from time to time, and the Committee may, to the extent permitted by applicable law and stock exchange rules or by any applicable Company policy or arrangement, and shall, be delivered to the Corporationextent required, cancel or require reimbursement of any Awards granted to the Participant or any Shares issued or cash received upon vesting, exercise or settlement of any such Awards or sale of Shares underlying such Awards.
Section 19. Section 409A of the Code. With respect to Awards subject to Section 409A of the Code, the Plan is intended to comply with the requirements of Section 409A of the Code, and the provisions of the Plan and any Award Agreement shall be interpreted in a manner that satisfies the requirements of Section 409A of the Code, and the Plan shall be operated accordingly. If any provision of the Plan or any term or condition of any Award would otherwise frustrate or conflict with this intent, the provision, term or condition shall be interpreted and deemed amended so as to avoid this conflict. Notwithstanding anything in the Plan to the contrary, if the Board considers a Participant to be a “specified employee” under Section 409A of the Code at the time of such Participant’s “separation from service” (as defined in Section 409A of the Code), and any amount hereunder is “deferred compensation” subject to Section 409A of the Code, any distribution of such amount that otherwise would be made to such Participant with respect to an Award as a result of such “separation from service” shall not be made until the date that is six months after such “separation from service,” except to the extent that earlier distribution would not result in such Participant’s incurring interest or additional tax under Section 409A of the Code. If an Award includes a “series of installment payments” (within the meaning of Section 1.409A-2(b)(2)(iii) of the Treasury Regulations), a Participant’s right to such series of installment payments shall be treated as a right to a series of separate payments and not as a right to a single payment, and if an Award includes “dividend equivalents” (within the meaning of Section 1.409A-3(e) of the Treasury Regulations), a Participant’s right to such dividend equivalents shall be treated separately from the right to other amounts under the Award. Notwithstanding the foregoing, the tax treatment of the benefits provided under the Plan or any Award Agreement is not warranted or guaranteed, and in no event shall the Company be liable for all or any portion of any taxes, penalties, interest or other expenses that may be incurred by deliverya Participant on account of non-compliance with Section 409A of the Code.
Section 20. Successors and Assigns. The terms of the Plan shall be binding upon and inure to its registered office inthe benefit of the Company and any successor entity, including any successor entity contemplated by Section 12(c).
Section 21. Governing Law. The Plan and each Award Agreement shall be governed by the laws of the State of Delaware, without application of the conflicts of law principles thereof.
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Appendix C
GODADDY INC.
2024 EMPLOYEE STOCK PURCHASE PLAN
1. Purpose.
The purpose of the Plan is to provide employees of the Company and its principal placeDesignated Companies with an opportunity to purchase Common Stock through accumulated Contributions. The Company intends for the Plan to have two components: a Code Section 423 Component (“423 Component”) and a non-Code Section 423 Component (“Non-423 Component”). The Company’s intention is to have 423 Component of businessthe Plan qualify as an “employee stock purchase plan” under Section 423 of the Code to the extent possible. The provisions of the 423 Component, accordingly, will be construed so as to extend and limit Plan participation in a uniform and nondiscriminatory basis consistent with the requirements of Section 423 of the Code. In addition, this Plan authorizes the grant of an option to purchase shares of Common Stock under the Non-423 Component that does not qualify as an “employee stock purchase plan” under Section 423 of the Code; such an option will be granted to the extent that the Administrator determines that the Plan is not able to satisfy the requirements of Section 423 of the Code or otherwise pursuant to rules, procedures or sub-plans adopted by the Administrator designed to achieve tax, foreign exchange or securities laws or other objectives for Eligible Employees and the Company. Except as otherwise provided herein or as may be determined by the Administrator from time to time, the Non-423 Component will operate and be administered in the same manner as the 423 Component. The Company intends to issue options under the Non-423 Component unless and until it may issue options under the 423 Component that are eligible to satisfy the requirements of Section 423 of the Code.
2. Eligibility.
(a) Offering Periods. Any Eligible Employee on a given Enrollment Date will be eligible to participate in the Plan, subject to the requirements of Section 4.
(b) Non-U.S. Employees. Eligible Employees who are citizens or residents of a non-U.S. jurisdiction (without regard to whether they also are citizens or residents of the United States or resident aliens (within the meaning of Section 7701(b)(1)(A) of the Code)) may be excluded from participation in the Plan or an officerOffering if the participation of such Eligible Employees is prohibited under the laws of the applicable jurisdiction or if complying with the laws of the applicable jurisdiction would cause the Plan or an Offering to violate Section 423 of the Code. In the case of the Non-423 Component, an Eligible Employee also may be excluded from participation in the Plan or an Offering if the Administrator determines in its discretion that participation of such Eligible Employee is not advisable or practicable.
(c) Limitations. Any provisions of the Plan to the contrary notwithstanding, no Eligible Employee will be granted an option under the Plan (i) to the extent that, immediately after the grant, such Eligible Employee (or any other person whose stock would be attributed to such Eligible Employee pursuant to Section 424(d) of the Code) would own capital stock of the Company or any Parent or Subsidiary of the Company and/or hold outstanding options to purchase such stock possessing 5% or more of the total combined voting power or value of all classes of the capital stock of the Company or of any Parent or Subsidiary of the Company, or (ii) to the extent that his or her rights to purchase stock under all employee stock purchase plans (as defined in Section 423 of the Code) of the Company or any Parent or Subsidiary of the Company accrues at a rate, which exceeds $25,000 worth of stock (determined at the Fair Market Value of the stock at the time such option is granted) for each calendar year in which such option is outstanding at any time, as determined in accordance with Section 423 of the Code and the regulations thereunder.
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3. Offering Periods.
The Plan will be implemented by consecutive Offering Periods with a new Offering Period commencing on the first Trading Day on or after May 15 and November 15 each year, or on such other date as the Administrator will determine. The Administrator will have the power to change the duration of Offering Periods (including the commencement dates thereof) with respect to future Offerings without stockholder approval if such change is announced prior to the scheduled beginning of the first Offering Period to be affected thereafter; provided, however, that no Offering Period may last more than 27 months.
4. Participation.
An Eligible Employee may participate in the Plan by (i) submitting to the Company’s stock administration office (or its designee), on or before a date determined by the Administrator prior to an applicable Enrollment Date, a properly completed subscription agreement authorizing Contributions in the form provided by the Administrator for such purpose, or (ii) following an electronic or other enrollment procedure determined by the Administrator.
5. Contributions.
(a) At the time a Participant enrolls in the Plan pursuant to Section 4, he or she will elect to have Contributions (in the form of payroll deductions or otherwise, to the extent permitted by the Administrator) made on each pay day during the Offering Period in an amount not exceeding 15% of the Compensation, which he or she receives on each pay day during the Offering Period (for illustrative purposes, should a pay day occur on an Exercise Date, a Participant will have any payroll deductions made on such day applied to his or her account under the then-current Offering Period), unless otherwise determined by the Administrator. The Administrator, in its sole discretion, may permit all Participants in a specified Offering to contribute amounts to the Plan through payment by cash, check, wire transfer or other means set forth in the subscription agreement or approved in writing by the Administrator prior to each Exercise Date of each Offering Period. A Participant’s Contribution elections will remain in effect for successive Offering Periods unless the Participant makes new elections pursuant to the procedures set forth in Section 4 and this Section 5 or such elections are otherwise terminated as provided in Section 9 hereof.
(b) Unless otherwise determined by the Administrator, in the event Contributions are made in the form of payroll deductions, such payroll deductions for a Participant will commence on the first pay day following the Enrollment Date and will end on the last pay day on or prior to the Exercise Date of such Offering Period to which such authorization is applicable, unless sooner terminated by the Participant as provided in Section 9 hereof.
(c) All Contributions made for a Participant will be credited to his or her account under the Plan and Contributions will be made in whole percentages only. A Participant may not make any additional payments into such account.
(d) A Participant may discontinue his or her participation in the Plan as provided in Section 9. Except as may be permitted by the Administrator, as determined in its sole discretion, a Participant may not change the rate of his or her Contributions during an Offering Period. A Participant may change the rate of his or her Contributions for future Offering Periods by completing new elections in accordance with Sections 4 and 5(a).
(e) Notwithstanding any provisions to the contrary in the Plan, the Administrator may allow Eligible Employees to participate in the Plan via cash contributions or other methods instead of payroll deductions if (i) payroll deductions are not permitted under applicable local law, (ii) the Administrator determines that cash contributions are permissible under Section 423 of the Code or (iii) for Participants participating in the Non-423 Component.
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(f) At any time that a taxable event related to the Plan occurs, the Participant must make adequate provision for all U.S. and non-U.S. federal, state, local or any other taxes (including, without limitation, income tax, national insurance, social security, fringe benefits tax, payment on account and any employer tax liability which has been transferred to the Participant) for which the Participant is liable in connection with his or her participation in the Plan. The Company or the Employer may, but will not be obligated to, withhold from the Participant’s compensation the amount necessary for the Company or the Employer to meet applicable withholding obligations, including any withholding required to make available to the Company or the Employer any tax deductions or benefits attributable to sale or early disposition of Common Stock by the Participant. In addition, the Company or the Employer may, but will not be obligated to, withhold a sufficient number of shares of Common Stock otherwise issuable following the exercise of the option, withhold from the proceeds of the sale of Common Stock (either through a voluntary sale or a mandatory sale arranged by the Company), or apply any other method of withholding the Company or the Employer deems appropriate to the extent permitted by U.S. Treasury Regulation Section 1.423-2(f), as applicable to the Offering.
6. Grant of Option.
On the Enrollment Date of each Offering Period, each Eligible Employee participating in such Offering Period will be granted an option to purchase on each Exercise Date during such Offering Period (at the applicable Purchase Price) up to a number of shares of Common Stock determined by dividing such Eligible Employee’s Contributions accumulated as of such Exercise Date and retained in the Eligible Employee’s account as of the Exercise Date by the applicable Purchase Price; provided that in no event will an Eligible Employee be permitted to purchase under the Plan, during each calendar year more than 1,500 shares of Common Stock and during each Offering Period more than 1,500 shares of Common Stock (in each case subject to any adjustment pursuant to Section 18), and provided further that such purchase will be subject to the limitations set forth in Sections 2(c) and 12. The Eligible Employee may accept the grant of such option with respect to any subsequent Offering Period under the Plan, by electing to participate in the Plan in accordance with the requirements of Section 4. The Administrator may, for future Offering Periods, increase or decrease, in its absolute discretion, the maximum number of shares of Common Stock that an Eligible Employee may purchase during each Offering Period. Exercise of the option will occur as provided in Section 7, unless the Participant has withdrawn pursuant to Section 9 or the Participant’s participation in the Plan has terminated pursuant to Section 10. The option will expire on the last day of the Offering Period.
7. Exercise of Option.
(a) Unless a Participant withdraws from the Plan as provided in Section 9 or his or her participation in the Plan has terminated pursuant to Section 10, his or her option for the purchase of shares of Common Stock will be exercised automatically on the Exercise Date, and the maximum number of full shares subject to the option will be purchased for such Participant at the applicable Purchase Price with the accumulated Contributions from his or her account (subject to the limitations set forth in Sections 2(c), 6 and 12). Unless otherwise determined by the Administrator, no fractional shares of Common Stock will be purchased; any Contributions accumulated in a Participant’s account, which are not sufficient to purchase a full share, will be retained in the Participant’s account for the subsequent Offering Period, subject to earlier withdrawal by the Participant as provided in Section 9. Any other funds left over in a Participant’s account after the Exercise Date will be returned to the Participant. During a Participant’s lifetime, a Participant’s option to purchase shares hereunder is exercisable only by him or her.
(b) If the Administrator determines that, on a given Exercise Date, the number of shares of Common Stock with respect to which options are to be exercised may exceed (i) the number of shares of Common Stock that were available for sale under the Plan on the Enrollment Date of the applicable Offering Period, or (ii) the number of shares of Common Stock available for sale under the Plan on such Exercise Date, or (iii) 1,000,000 shares of Common Stock during any calendar year, the Administrator may in its sole discretion (x) provide that the Company will make a pro rata allocation of the shares of Common Stock available for purchase on such Enrollment Date or Exercise Date, as applicable, in as uniform a manner as will be practicable and as it will determine in its sole discretion to be equitable among all Participants exercising options to purchase Common Stock on such Exercise Date, and continue all Offering
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Periods then in effect or (y) provide that the Company will make a pro rata allocation of the shares available for purchase on such Enrollment Date or Exercise Date, as applicable, in as uniform a manner as will be practicable and as it will determine in its sole discretion to be equitable among all participants exercising options to purchase Common Stock on such Exercise Date, and terminate any or all Offering Periods then in effect pursuant to Section 19. The Company may make a pro rata allocation of the shares available on the Enrollment Date of any applicable Offering Period pursuant to the preceding sentence, notwithstanding any authorization of additional shares for issuance under the Plan by the Company’s stockholders subsequent to such Enrollment Date. For the avoidance of doubt, no option granted under the Plan shall permit a Participant to purchase shares of Common Stock which, if added together with the total number of shares of Common Stock purchased by all other Participants in such Offering, would exceed any of the limits set forth in this Section 7.
8. Delivery.
As soon as reasonably practicable after each Exercise Date on which a purchase of shares of Common Stock occurs, the Company will arrange the delivery to each Participant of the shares purchased upon exercise of his or her option in a form determined by the Administrator (in its sole discretion) and pursuant to rules established by the Administrator. The Company may permit or require that shares be deposited directly with a broker designated by the Company or to another designated agent of the Corporation having custodyCompany, and the Company may utilize electronic or automated methods of share transfer. The Company may require that shares be retained with such broker or agent for a designated period of time and/or may establish other procedures to permit tracking of disqualifying dispositions of such shares. No Participant will have any voting, dividend, or other stockholder rights with respect to shares of Common Stock subject to any option granted under the Plan until such shares have been purchased and delivered to the Participant as provided in this Section 8.
9. Withdrawal.
(a) A Participant may withdraw all but not less than all the Contributions credited to his or her account and not yet used to exercise his or her option under the Plan not less than 15 days prior to the end of an Offering Period (unless otherwise determined by the Administrator), by (i) submitting to the Company’s stock administration office (or its designee) a written notice of withdrawal in the form determined by the Administrator for such purpose, or (ii) following an electronic or other withdrawal procedure determined by the Administrator. All of the Participant’s Contributions credited to his or her account will be paid to such Participant promptly after receipt of notice of withdrawal or, in the case of his or her death, to the person or persons entitled thereto under Section 14, and such Participant’s option for the Offering Period will be automatically terminated, and no further Contributions for the purchase of shares will be made for such Offering Period. If a Participant withdraws from an Offering Period, Contributions will not resume at the beginning of the succeeding Offering Period, unless the Participant re-enrolls in the Plan in accordance with the provisions of Section 4.
(b) A Participant’s withdrawal from an Offering Period will not have any effect upon his or her eligibility to participate in any similar plan that may hereafter be adopted by the Company or in succeeding Offering Periods that commence after the termination of the Offering Period from which the Participant withdraws.
10. Termination of Employment.
Upon a Participant’s ceasing to be an Eligible Employee, for any reason, he or she will be deemed to have elected to withdraw from the Plan and the Contributions credited to such Participant’s account during the Offering Period but not yet used to purchase shares of Common Stock under the Plan will be returned to such Participant or, in the case of his or her death, to the person or persons entitled thereto under Section 14, and such Participant’s option will be automatically terminated. Unless determined otherwise by the Administrator in a manner that, with respect to an Offering under the 423 Component, is permitted by, and compliant with, Section 423 of the Code, a Participant whose employment transfers between entities through a termination with an immediate rehire (with no break in service) by the Company or a Designated Company shall not be treated as terminated under the Plan; however, no Participant shall be deemed to switch from an Offering under the Non-423 Component to an Offering under the 423 Component or vice versa unless
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(and then only to the extent) such switch would not cause the 423 Component or any option thereunder to fail to comply with Section 423 of the Code.
11. Interest.
No interest will accrue on the Contributions of a participant in the Plan, except as may be required by Applicable Law, as determined by the Company, and if so required by the laws of a particular jurisdiction, shall, with respect to Offerings under the 423 Component, apply to all Participants in the relevant Offering, except to the extent otherwise permitted by U.S. Treasury Regulation Section 1.423-2(f).
12. Stock.
(a) Subject to adjustment upon changes in capitalization of the Company as provided in Section 18 hereof, the maximum number of shares of Common Stock that will be made available for sale under the Plan on and after the Effective Date will be 4,605,000 shares of Common Stock less the number of shares of Common Stock purchased under the Prior Plan after December 31, 2023 and prior to the commencement of the first Offering Period under the Plan. If any purchase of shares of Common Stock pursuant to an option under the Plan is not consummated, the shares not purchased under such option will again become available for issuance under the Plan.
(b) Until the shares of Common Stock are issued (as evidenced by the appropriate entry on the books of the Company or of a duly authorized transfer agent of the Company), a Participant will only have the rights of an unsecured creditor with respect to such shares, and no right to vote or receive dividends or any other rights as a stockholder will exist with respect to such shares.
(c) Shares of Common Stock to be delivered to a Participant under the Plan will be registered in the name of the Participant or in the name of the Participant and his or her spouse.
13. Administration.
(a) The Plan will be administered by the Board or a Committee appointed by the Board, which Committee will be constituted to comply with Applicable Laws. The Administrator will have full and exclusive discretionary authority to construe, interpret and apply the terms of the Plan, to designate separate Offerings under the Plan, to designate Subsidiaries and Affiliates as Designated Companies and whether they are participating in the 423 Component or Non-423 Component, to determine eligibility, to adjudicate all disputed claims filed under the Plan and to establish such procedures that it deems necessary for the administration of the Plan (including, without limitation, to adopt such procedures and sub-plans as are necessary or appropriate to permit the participation in the Plan by Eligible Employees who are non-U.S. nationals or employed outside the U.S., the terms of which sub-plans may take precedence over other provisions of this Plan, with the exception of Section 12(a) hereof, but unless otherwise superseded by the terms of such sub-plan, the provisions of this Plan shall govern the operation of such sub-plan). Unless otherwise determined by the Administrator, the employees eligible to participate in each sub-plan will participate in a separate Offering and will be in the Non-423 Component, unless such designation would cause the 423 Component to violate the requirements of Section 423 of the Code. Without limiting the generality of the foregoing, the Administrator is specifically authorized to adopt rules and procedures regarding eligibility to participate, the definition of Compensation, handling of Contributions, making of Contributions to the Plan (including, without limitation, in forms other than payroll deductions), establishment of bank or trust accounts to hold Contributions, payment of interest, conversion of local currency, obligations to pay payroll tax, determination of beneficiary designation requirements, withholding procedures and handling of stock certificates that vary with applicable local requirements. The Administrator also is authorized to determine that, to the extent permitted by U.S. Treasury Regulation Section 1.423-2(f), the terms of an option granted under the Plan or an Offering to citizens or residents of a non-U.S. jurisdiction will be less favorable than the terms of options granted under the Plan or the same Offering to employees resident solely in the U.S. Every finding, decision and determination made by the Administrator will, to the full extent permitted by law, be final and binding upon all parties.
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(b) To the extent permitted by applicable law, including under Section 157(c) of the Delaware General Corporation Law, the Administrator may delegate some or all of its authority under the Plan to a subcommittee or subcommittees of the Committee, or to other persons or groups of persons as it deems necessary, appropriate or advisable under conditions or limitations that it may set at or after the time of the delegation.
14. Designation of Beneficiary.
(a) If permitted by the Administrator, a Participant may file a designation of a beneficiary who is to receive any shares of Common Stock and cash, if any, from the Participant’s account under the Plan in the event of such Participant’s death subsequent to an Exercise Date on which the option is exercised but prior to delivery to such Participant of such shares and cash. In addition, if permitted by the Administrator, a Participant may file a designation of a beneficiary who is to receive any cash from the Participant’s account under the Plan in the event of such Participant’s death prior to exercise of the option. If a Participant is married and the designated beneficiary is not the spouse, to the extent required by Applicable Laws, spousal consent will be required for such designation to be effective.
(b) Such designation of beneficiary may be changed by the Participant at any time by notice in a form determined by the Administrator. In the event of the death of a Participant and in the absence of a beneficiary validly designated under the Plan and under Applicable Laws who is living at the time of such Participant’s death, the Company will deliver such shares and/or cash to the executor or administrator of the estate of the Participant, or if no such executor or administrator has been appointed (to the knowledge of the Company), the Company, in its discretion, may deliver such shares and/or cash to the spouse or to any one or more dependents or relatives of the Participant, or if no spouse, dependent or relative is known to the Company, then to such other person as the Company may designate.
(c) All beneficiary designations will be in such form and manner as the Administrator may designate from time to time. Notwithstanding Sections 14(a) and (b) above, the Company and/or the Administrator may decide not to permit such designations by Participants in non-U.S. jurisdictions to the extent permitted by U.S. Treasury Regulation Section 1.423-2(f).
15. Transferability.
Neither Contributions credited to a Participant’s account nor any rights with regard to the exercise of an option or to receive shares of Common Stock under the Plan may be assigned, transferred, pledged or otherwise disposed of in any way (other than by will, the laws of descent and distribution or as provided in Section 14 hereof) by the Participant. Any such attempt at assignment, transfer, pledge or other disposition will be without effect, except that the Company may treat such act as an election to withdraw funds from an Offering Period in accordance with Section 9 hereof.
16. Use of Funds.
The Company may use all Contributions received or held by it under the Plan for any corporate purpose, and the Company will not be obligated to segregate such Contributions except under Offerings or for Participants in the Non-423 Component for which Applicable Laws require that Contributions to the Plan by Participants be segregated from the Company’s or the Employer’s general corporate funds and/or deposited with an independent third party. Until shares of Common Stock are issued, Participants will only have the rights of an unsecured creditor with respect to such shares.
17. Reports.
Individual accounts will be maintained for each Participant in the Plan. Statements of account will be given to Participants at least annually, which statements will set forth the amounts of Contributions, the Purchase Price, the number of shares of Common Stock purchased and the remaining cash balance, if any.
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18. Adjustments, Dissolution, Liquidation, Merger or Change in Control.
(a) Adjustments. In the event that any dividend or other distribution (whether in the form of cash, Common Stock, other securities, or other property), recapitalization, stock split, reverse stock split, reorganization, merger, consolidation, split-up, spin-off, combination, repurchase, or exchange of Common Stock or other securities of the Company, or other change in the corporate structure of the Company affecting the Common Stock occurs, the Administrator, in order to prevent dilution or enlargement of the benefits or potential benefits intended to be made available under the Plan, will, in such manner as it may deem equitable, adjust the number and class of Common Stock that may be delivered under the Plan, the Purchase Price per share and the number of shares of Common Stock covered by each option under the Plan that has not yet been exercised, and the numerical limits of Sections 6 and 12.
(b) Dissolution or Liquidation. In the event of the proposed dissolution or liquidation of the Company, any Offering Period then in progress will be shortened by setting a New Exercise Date, and will terminate immediately prior to the consummation of such proposed dissolution or liquidation, unless provided otherwise by the Administrator. The New Exercise Date will be before the date of the Company’s proposed dissolution or liquidation. The Administrator will notify each Participant in writing or electronically, prior to the New Exercise Date, that the Exercise Date for the Participant’s option has been changed to the New Exercise Date and that the Participant’s option will be exercised automatically on the New Exercise Date, unless prior to such date the Participant has withdrawn from the Offering Period as provided in Section 9 hereof.
(c) Merger or Change in Control. In the event of a merger or Change in Control, each outstanding option will be assumed or an equivalent option substituted by the successor corporation or a Parent or Subsidiary of the successor corporation. In the event that the successor corporation refuses to assume or substitute for the option, the Offering Period with respect to which such option relates will be shortened by setting a New Exercise Date on which such Offering Period shall end. The New Exercise Date will occur before the date of the Company’s proposed merger or Change in Control. The Administrator will notify each Participant in writing or electronically prior to the New Exercise Date, that the Exercise Date for the Participant’s option has been changed to the New Exercise Date and that the Participant’s option will be exercised automatically on the New Exercise Date, unless prior to such date the Participant has withdrawn from the Offering Period as provided in Section 9 hereof.
19. Amendment or Termination.
The Administrator, in its sole discretion, may amend, suspend, or terminate the Plan, or any part thereof, at any time and for any reason. If the Plan is terminated, the Administrator, in its discretion, may elect to terminate all outstanding Offering Periods either immediately or upon completion of the purchase of shares of Common Stock on the next Exercise Date (which may be sooner than originally scheduled, if determined by the Administrator in its discretion), or may elect to permit Offering Periods to expire in accordance with their terms (and subject to any adjustment pursuant to Section 18). If the Offering Periods are terminated prior to expiration, all amounts then credited to Participants’accounts that have not been used to purchase shares of Common Stock will be returned to the Participants (without interest thereon, except as otherwise required under Applicable Laws, as further set forth in Section 11 hereof) as soon as administratively practicable.
20. Notices.
All notices or other communications by a Participant to the Company under or in connection with the Plan will be deemed to have been duly given when received in the form and manner specified by the Company at the location, or by the person, designated by the Company for the receipt thereof.
21. Conditions Upon Issuance of Shares.
Shares of Common Stock will not be issued with respect to an option unless the exercise of such option and the issuance and delivery of such shares pursuant thereto will comply with all Applicable Laws, including, without limitation, the
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U.S. Securities Act of 1933, as amended, the Exchange Act, the rules and regulations promulgated thereunder, and the requirements of any stock exchange upon which the shares may then be listed, and will be further subject to the approval of counsel for the Company with respect to such compliance. As a condition to the exercise of an option, the Company may require the person exercising such option to represent and warrant at the time of any such exercise that the shares are being purchased only for investment and without any present intention to sell or distribute such shares if, in the opinion of counsel for the Company, such a representation is required by any Applicable Law.
22. Code Section 409A.
The 423 Component of the Plan is intended to be exempt from the application of Code Section 409A as options granted thereunder are intended to constitute “statutory stock options” within the meaning of U.S. Treasury Regulation Section 1.409A-1(b)(5)(ii) and any ambiguities herein will be interpreted to so be exempt from Code Section 409A. The Non-423 Component of the Plan is intended to be exempt from the application of Code Section 409A as options granted thereunder are intended to constitute “short term deferrals” within the meaning of U.S. Treasury Regulation Section 1.409A-1(b)(4) and any ambiguities herein will be interpreted such that those options shall so be exempt from Code Section 409A. In furtherance of the foregoing and notwithstanding any provision in the Plan to the contrary, if the Administrator determines that an option granted under the Plan may be subject to Code Section 409A or that any provision in the Plan would cause an option under the Plan to be subject to Code Section 409A, the Administrator may amend the terms of the Plan and/or of an outstanding option granted under the Plan, or take such other action the Administrator determines is necessary or appropriate, in each case, without the Participant’s consent, to exempt any outstanding option or future option that may be granted under the Plan from or to allow any such options to comply with Code Section 409A, but only to the extent any such amendments or action by the Administrator would not violate Code Section 409A. Notwithstanding the foregoing, the Company shall have no liability to a Participant or any other party if the option to purchase Common Stock under the Plan that is intended to be exempt from or compliant with Code Section 409A is not so exempt or compliant or for any action taken by the Administrator with respect thereto. The Company makes no representation that the option to purchase Common Stock under the Plan is compliant with Code Section 409A.
23. Term of Plan.
The Plan will become effective upon its approval by the stockholders of the Company as set forth in Section 24 (such date, the “Effective Date”). It will continue in effect for a term of ten years, unless sooner terminated under Section 19.
24. Stockholder Approval.
The Plan will be subject to approval by the stockholders of the Company within 12 months after the date the Plan is adopted by the Board. Such stockholder approval will be obtained in the manner and to the degree required under Applicable Laws.
25. Governing Law.
The Plan shall be governed by, and construed in accordance with, the laws of the State of Delaware (except its choice- of-law provisions).
26. No Right to Employment.
Participation in the Plan by a Participant shall not be construed as giving a Participant the right to be retained as an employee of the Company or any Subsidiary or Affiliate, as applicable. Furthermore, the Employer may dismiss a Participant from employment at any time, free from any liability or any claim under the Plan.
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27. Severability.
If any provision of the Plan is or becomes or is deemed to be invalid, illegal, or unenforceable for any reason in any jurisdiction or as to any Participant, such invalidity, illegality or unenforceability shall not affect the remaining parts of the Plan, and the Plan shall be construed and enforced as to such jurisdiction or Participant as if the invalid, illegal or unenforceable provision had not been included.
28. Compliance with Applicable Laws.
The terms of this Plan are intended to comply with all Applicable Laws and will be construed accordingly.
29. Definitions.
(a) “Administrator” means the Board or any Committee designated by the Board to administer the Plan pursuant to Section 13.
(b) “Affiliate” means any entity, other than a Subsidiary, in which proceedings of meetings of stockholders are recorded. Delivery madethe Company has an equity or other ownership interest.
(c) “Applicable Laws” means the requirements relating to the Corporation’s registered office shall be made by handadministration of equity-based awards and the related issuance of shares of Common Stock under U.S. state corporate laws, U.S. federal and state securities laws, the Code, any stock exchange or by certifiedquotation system on which the Common Stock is listed or registered mail, return receipt requested. Atquoted and the applicable tax, securities or exchange control laws, regulations and procedures of any time when KKR and Silver Lake (together with TCV, for so long as TCV is required to vote atnon-U.S. jurisdiction.
(d) “Board” means the directionBoard of KKR and/or Silver Lake pursuant toDirectors of the Stockholder Agreement) collectively own,Company.
(e) “Change in Control” means the occurrence of any of the following events:
(i) A change in the aggregate, lessownership of the Company which occurs on the date that any one person, or more than 40% inone person acting as a group (“Person”), acquires ownership of the stock of the Company that, together with the stock held by such Person, constitutes more than 50% of the total voting power of the stock of the Corporation entitled to vote generally in the election of directors, anyAny action required or permitted to be taken by the stockholders of the Corporation must be effected at a duly called annual or special meeting of such holders and may not be effected by any consent in writing by such holders;Company; provided, however, that for purposes of this subsection, the acquisition of additional stock by any action required or permittedone Person, who is considered to be taken by the holders of Preferred Stock, voting separately as a series or separately as a class with one orown more other such series, may be taken without a meeting, without prior notice and without a vote, to the extent expressly so provided by the applicable certificate of designation relating to such series of Preferred Stock.
5.Amend Article VIII.B as follows:
B. Except as otherwise required by law and subject to the rightsthan 50% of the holders of any series of Preferred Stock, special meetings of the stockholders of the Corporation for any purpose or purposes may be called at any time only by or at the direction of the Board of Directors or the Chairman of the Board of Directors; provided, however, so long as KKR and Silver Lake (together with TCV, for so long as TCV is required to vote at the direction of KKR and/or Silver Lake pursuant to the Stockholder Agreement) collectively own at least 40% intotal voting power of the stock of the Corporation entitled to vote generallyCompany will not be considered a Change in Control; or
(ii) A change in the election of directors, special meetingseffective control of the stockholdersCompany which occurs on the date that a majority of the Corporation for any purpose or purposes shall also be called by the Board of Directors or the Chairman of the Board of Directors at the request of either KKR or Silver Lake.
6.Eliminate Article IX in its entirety:
COMPETITION AND CORPORATE OPPORTUNITIES
A.In recognition and anticipation that (i) certain directors, principals, officers, employees and/or other representatives of KKR, Silver Lake, TCV and Mr. Parsons (as defined below) may serve as directors, officers or agents of the Corporation, (ii) KKR, Silver Lake, TCV and Mr. Parsons may now engage and may continue to engage in any transaction or matter that may be an investment or corporate or business opportunity or offer a prospective economic or competitive advantage in which the Corporation or any of its controlled Affiliates, directly or indirectly, could have an interest or expectancy (a “Competitive Opportunity”) or may otherwise compete with the Corporation or its controlled Affiliates, directly or indirectly, and (iii) members of the Board ofis replaced during any 12-month period by Directors who arewhose appointment or election is not officers or employeesendorsed by a majority of the Corporation or their respective Affiliates may desire to participate or invest in certain Competitive Opportunities, the provisions of this Article IX are set forth to regulate and define the conduct of certain affairs of the Corporation with respect to certain classes or categories of opportunities as they may involve any of KKR, Silver Lake, TCV, Mr. Parsons and their respective Affiliates or the Specified Directors (as defined below) and their respective Affiliates and the powers, rights, duties and liabilities of the Corporation and its directors, officers and stockholders in connection therewith.
B.Each of (i) KKR and any directors, principals, officers, employees and/or other representatives of KKR that may serve as directors, officers or agents of the Corporation, and each of their Affiliates, (ii) Silver Lake and any directors, principals, officers, employees and/or other representatives of Silver Lake that may serve as directors, officers or agents of the Corporation, and each of their Affiliates, (iii) TCV and any directors, principals, officers, employees and/or other representatives of TCV that may serve as directors, officers or agents of the Corporation, and each of their Affiliates, (iv) any Founder Director (as defined in the Stockholder Agreement) that is not an officer or employee of the Corporation, or (v) subject to Section (C) of this Article IX, each membermembers of the Board of Directors who is not an officer or employeeprior to the date of the Corporation and is not described in clauses (i), (ii), (iii)appointment or (iv) of this sentence (such directors not described in clauses (i), (ii), (iii) or (iv), the “Specified Directors”), and his or her Affiliates (the Persons (as defined below) identified in clauses (i), (ii), (iii), (iv) and (v) above being referred to, collectively, as “Identified Persons” and, individually, as an “Identified Person”) shall, to the fullest extent permitted by law, not have any duty to refrain from directly or indirectly (a) engaging in any Competitive Opportunity or (b) otherwise competing with the Corporation or any of its controlled Affiliates, and, to the fullest extent permitted by law, no Identified Person shall be liable to the Corporation or its stockholders or to any controlled Affiliate of the Corporation for breach of any fiduciary duty solely by reason of the fact that such Identified Person engages in any such activities. To the fullest extent permitted by law, the Corporation hereby renounces any interest or expectancy in, or right to be offered an opportunity to participate in, any Competitive Opportunity or other corporate or business opportunity that may be a Competitive Opportunity for an Identified Person and the Corporation or any of its controlled Affiliates. In the event that any Identified Person acquires knowledge of a Competitive Opportunity or other corporate or business opportunity that may be a Competitive Opportunity for itself, herself or himself, or for its, her or his Affiliates, and for the Corporation or any of its controlled Affiliates, such Identified Person shall, to the fullest extent permitted by law, have no duty to communicate or present such opportunity to the Corporation or any of its controlled Affiliates and, to the fullest extent permitted by law, shall not be liable to the Corporation or its stockholders or to any controlled Affiliate of the Corporation for breach of any fiduciary duty as a stockholder, director or officer of the Corporation solely by reason of the fact that such Identified Person pursues or acquires such Competitive Opportunity for itself, herself or himself, or offers or directs such Competitive Opportunity to another Person.
C.The Corporation does not renounce its interest in any Competitive Opportunity offered to any Specified Director if such opportunity is expressly offered to such person solely in his or her capacity as a director of the Corporation, and the provisions of Section (B) of this Article IX shall not apply to any such Competitive Opportunity.
D.In addition to and notwithstanding the foregoing provisions of this Article IX, a business or other opportunity shall not be deemed to be a potential Competitive Opportunity for the Corporation if it is an opportunity that (i) the Corporation (together with its controlled Affiliates) is neither financially or legally able, nor contractually permitted to undertake, (ii) from its nature, is not in the line of the Corporation’s business or is of no practical advantage to the Corporation or (iii) is one in which the Corporation has no interest or reasonable expectancy.
E.election. For purposes of this Amended and Restated Certificate of Incorporation (other than Article X)clause (ii), (i) “KKR” means Kohlberg Kravis Roberts & Co. L.P. (together with its successors) and its Affiliates; (ii) “Silver Lake” means Silver Lake Group, L.L.C. (together with its successors) and its Affiliates; (iii) “TCV” means Technology Crossover Management VII, Ltd. (together with its successors) and its Affiliates; (iv) “Mr. Parsons” means Mr. Bob Parsons and his Affiliates; (v) “Affiliate” shall mean (a) in respect of KKR,if any Person (otheris considered to be in effective control of the Company, the acquisition of additional control of the Company by the same Person will not be considered a Change in Control; or
(iii) A change in the ownership of a substantial portion of the Company’s assets which occurs on the date that any Person acquires (or has acquired during the 12-month period ending on the date of the most recent acquisition by such person or persons) assets from the Company that have a total gross fair market value equal to or more than 50% of the Corporation and anytotal gross fair market value of all of the assets of the Company immediately prior to such acquisition or acquisitions; provided, however, that for purposes of this subsection, the following will not constitute a change in the ownership of a substantial portion of the Company’s assets: (A) a transfer to an entity that is controlled by the Corporation)Company’s stockholders immediately after the transfer, or (B) a transfer of assets by the Company to: (1) a stockholder of the Company (immediately before the asset transfer) in exchange for or with respect to the Company’s stock, (2) an entity, 50% or more of the total value or voting power of which is owned, directly or indirectly, by the Company, (3) a Person, that owns, directly or indirectly, 50% or more of the total value or voting power of all the outstanding stock of the Company, or (4) an entity, at least 50% of the total value or voting power of which is owned, directly or indirectly,
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by a Person described in this subsection (iii)(B)(3). For purposes of this subsection, gross fair market value means the value of the assets of the Company, or the value of the assets being disposed of, determined without regard to any liabilities associated with such assets.
For purposes of this definition, persons will be considered to be acting as a group if they are owners of a corporation that enters into a merger, consolidation, purchase or acquisition of stock, or similar business transaction with the Company.
Notwithstanding the foregoing, a transaction will not be deemed a Change in Control unless the transaction qualifies as a change in control event within the meaning of Code Section 409A, as it has been and may be amended from time to time, and any proposed or final U.S. Treasury Regulations and Internal Revenue Service guidance that has been promulgated or may be promulgated thereunder from time to time.
Further and for the avoidance of doubt, a transaction will not constitute a Change in Control if: (i) its sole purpose is to change the state of the Company’s incorporation, or (ii) its sole purpose is to create a holding company that will be owned in substantially the same proportions by the persons who held the Company’s securities immediately before such transaction.
(f) “Code” means the U.S. Internal Revenue Code of 1986, as amended. Reference to a specific section of the Code or U.S. Treasury Regulation thereunder will include such section or regulation, any valid regulation or other official applicable guidance promulgated under such section, and any comparable provision of any future legislation or regulation amending, supplementing or superseding such section or regulation.
(g) “Committee” means a committee of the Board appointed in accordance with Section 13 hereof.
(h) “Common Stock” means the Class A common stock of the Company, $0.001 par value per share.
(i) “Company” means GoDaddy Inc., a Delaware corporation, or any successor thereto.
(j) “Compensation” means a Participant’s wages, salaries, fees for professional service and other amounts received (without regard to whether or not an amount is paid in cash) for personal services actually rendered in the course of employment with the Company or any Designated Company (including, but not limited to, bonuses, commissions payments, compensation for services on the basis of a percentage of profits, and tips) but exclusive of payments for equity compensation income and other similar compensation, employee expense reimbursements, payments or allowances, fringe benefit allowances subject to tax withholding under Code Section 3401(a), taxable prizes and awards, taxable fringe benefits, compensation received from unfunded nonqualified deferred compensation plans, severance payments, and tax gross-ups on all excluded compensation. The Administrator, in its discretion, may, on a uniform and nondiscriminatory basis, establish a different definition of Compensation for a subsequent Offering Period. Further, the Administrator shall have the discretion to determine the application of this definition to Participants outside the U.S.
(k) “Contributions” means the payroll deductions and/or other additional or alternative payments that the Company may permit to be made by a Participant to fund the exercise of options granted pursuant to the Plan.
(l) “Designated Company” means any present or future Subsidiary or Affiliate that has been designated by the Administrator from time to time in its sole discretion as eligible to participate in the Plan. The Administrator may so designate any Subsidiary or Affiliate, or revoke any such designation, at any time and from time to time, and may further designate such companies or Eligible Employees as participating in the 423 Component or the Non-423 Component. The Administrator may also determine which Affiliate or Eligible Employees may be excluded from participation in the Plan, to the extent consistent with Section 423 of the Code or as implemented under the Non-423 Component. For purposes of the 423 Component, only the Company and its Subsidiaries may be Designated Companies, provided, however, that at any given time, a Subsidiary that is a Designated Company under the 423 Component shall not be a Designated Company under the Non-423 Component.
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(m) “Director” means a member of the Board.
(n) “Eligible Employee” means any individual who is a common law employee providing services to the Company or a Designated Company and is customarily employed for at least 20 hours per week and more than 5 months in any calendar year, or any lesser number of hours per week and/or number of months in any calendar year established by the Administrator (if required under Applicable Laws) for purposes of any separate Offering or for Eligible Employees participating in the Non-423 Component. For purposes of the Plan, the employment relationship will be treated as continuing intact while the individual is on sick leave or other leave of absence that the Employer approves or is legally protected under Applicable Laws. Where the period of leave exceeds 3 months and the individual’s right to reemployment is not guaranteed either by statute or by contract, the employment relationship will be deemed to have terminated 3 months and 1 day following the commencement of such leave. The Administrator, in its discretion, from time to time may, prior to an Enrollment Date for all options to be granted on such Enrollment Date in an Offering determine (for each Offering under the 423 Component, on a uniform and nondiscriminatory basis or as otherwise permitted by Treasury Regulation Section 1.423-2) that the definition of Eligible Employee will or will not include an individual if he or she: (i) has not completed at least 2 years of service since his or her last hire date (or such lesser period of time as may be determined by the Administrator in its discretion), (ii) customarily works not more than 20 hours per week (or such lesser period of time as may be determined by the Administrator in its discretion), (iii) customarily works not more than 5 months per calendar year (or such lesser period of time as may be determined by the Administrator in its discretion), (iv) is a highly compensated employee within the meaning of Section 414(q) of the Code, or (v) is a highly compensated employee within the meaning of Section 414(q) of the Code with compensation above a certain level or is an officer or subject to the disclosure requirements of Section 16(a) of the Exchange Act, provided the exclusion is applied with respect to each Offering under the 423 Component in an identical manner to all highly compensated individuals of the Employer whose employees are participating in that Offering. Each exclusion shall be applied with respect to an Offering under a 423 Component in a manner complying with U.S. Treasury Regulation Section 1.423-2(e)(2)(ii). Such exclusions may be applied with respect to an Offering under the Non- 423 Component without regard to the limitations of Treasury Regulation Section 1.423-2.
(o) “Employer” means the employer of the applicable Eligible Employee(s).
(p) “Enrollment Date” means the first Trading Day of each Offering Period.
(q) “Exchange Act” means the U.S. Securities Exchange Act of 1934, as amended, including the rules and regulations promulgated thereunder.
(r) “Exercise Date” means the last Trading Day of each Offering Period.
(s) “Fair Market Value” means, as of any date and unless the Administrator determines otherwise, the value of Common Stock determined as follows:
(i) If the Common Stock is listed on any established stock exchange or a national market system, including without limitation the New York Stock Exchange, Nasdaq Global Select Market, the Nasdaq Global Market or the Nasdaq Capital Market of The Nasdaq Stock Market, its Fair Market Value will be the closing sales price for such stock as quoted on such exchange or system on the date of determination (or the closing bid, if no sales were reported), as reported in The Wall Street Journal or such other source as the Administrator deems reliable;
(ii) If the Common Stock is regularly quoted by a recognized securities dealer but selling prices are not reported, its Fair Market Value will be the mean between the high bid and low asked prices for the Common Stock on the date of determination (or if no bids and asks were reported on that date, as applicable, on the last Trading Day such bids and asks were reported), as reported in The Wall Street Journal or such other source as the Administrator deems reliable; or
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(iii) In the absence of an established market for the Common Stock, the Fair Market Value thereof will be determined in good faith by the Administrator.
Notwithstanding the foregoing, if the determination date for the Fair Market Value occurs on a weekend or holiday, the Fair Market Value will be the price as determined in accordance with subsections (i) through (iii) above (as applicable) on the next business day, unless otherwise determined by the Administrator.
(t) “New Exercise Date” means a new Exercise Date if the Administrator shortens any Offering Period then in progress.
(u) “Offering” means an offer under the Plan of an option that may be exercised during an Offering Period as further described in Section 3. For purposes of the Plan, the Administrator may designate separate Offerings under the Plan (the terms of which need not be identical) in which Eligible Employees of one or more Designated Companies will participate, even if the dates of the applicable Offering Periods of each such Offering are identical and the provisions of the Plan will separately apply to each Offering. To the extent permitted by U.S. Treasury Regulation Section 1.423-2(a)(1), the terms of each Offering need not be identical provided that the terms of the Plan and an Offering together satisfy U.S. Treasury Regulation Section 1.423-2(a)(2) and (a)(3).
(v) “Offering Periods” means the periods of approximately 6 months during which an option granted pursuant to the Plan may be exercised, commencing on the first Trading Day on or after May 15 and November 15 of each year and terminating on the first Trading Day on or after November 15 and May 15, approximately 6 months later. The duration and timing of Offering Periods may be changed pursuant to Sections 3 and 19.
(w) “Parent” means a “parent corporation,” whether now or hereafter existing, as defined in Section 424(e) of the Code.
(x) “Participant” means an Eligible Employee who participates in the Plan.
(y) “Plan” means this GoDaddy Inc. 2024 Employee Stock Purchase Plan.
(z) “Prior Plan” means the GoDaddy Inc. 2015 Employee Stock Purchase Plan, as amended.
(aa) “Purchase Price” means an amount equal to 85% of the Fair Market Value of a share of Common Stock on the Enrollment Date or on the Exercise Date, whichever is lower; provided however, that the Purchase Price may be determined for subsequent Offering Periods by the Administrator subject to compliance with Section 423 of the Code (or any successor rule or provision or any other Applicable Law, regulation or stock exchange rule) or pursuant to Section 19.
(bb) “Subsidiary” means (i) for purposes of the 423 Component, (A) a “subsidiary corporation,” whether now or hereafter existing, as defined in Section 424(f) of the Code; or (B) any U.S. or non-U.S. corporation in an unbroken chain of corporations beginning with the Company of which at the time of the granting of an option pursuant to Section 6, not less than 50% of the total combined voting power of all classes of stock are held by the Company or a Subsidiary, whether or not such corporation exists now or is hereafter organized or acquired by the Company or a Subsidiary; provided, however, that a limited liability company or partnership may be treated as a Subsidiary to the extent either (x) such entity is treated as a disregarded entity under Treasury Regulation Section 301.7701-3(a) by reason of the Company or any other Subsidiary that is a corporation being the sole owner of such entity or (y) such entity elects to be classified as a corporation under Treasury Regulation Section 301.7701-3(a) and such entity would otherwise qualify as a Subsidiary; or (ii) for purposes of the Non-423 Component, in addition to the entities described in clause (i), “Subsidiary” shall also include any entity that, directly or indirectly, is controlled by, KKR, controls KKR or is under common control with KKR and shall includethe Company, excluding, in each case, any principal, member, director, partner, stockholder, officer, employeeentity for which the Committee or other representative of any of the foregoing, including any director of the Corporation designated by KKR or one ofBoard has excluded its Affiliates as a KKR Director (as definedemployees from participation in the Stockholder Agreement), (b) in respect of Silver Lake, any Person (other than the Corporation and any entity that is controlled by the Corporation) that, directly or indirectly, is controlled by Silver Lake, controls Silver Lake or is under common control with Silver Lake and shall include any principal, member, director, partner, stockholder, officer, employee or other representative of any of the foregoing, including any director of the Corporation designated by Silver Lake or one of its Affiliates as a Silver Lake Director (as defined in the Stockholder Agreement), (c) in respect of TCV, any Person (other than the Corporation and any entity that is controlled by the Corporation) that, directly or indirectly, is controlled by TCV, controls TCV or is under common control with TCV and shall include any principal, member, director, partner, stockholder, officer, employee or other representative of any of the foregoing, including any director of the Corporation designated by TCV or one of its Affiliates as a director, (d) in respect of Mr. Parsons, any Person that, directly or indirectly, controls, is controlled by or is under common control with Mr. Parsons (other than the Corporation and any entity that is controlled by the Corporation) and shall include any principal, member, director, partner, stockholder, officer, employee or other representative of any of the foregoing, including any director of the Corporation designated by Mr. Parsons or one of his Affiliates as a Founder Director (as defined in the Stockholder Agreement), (e) in respect of a Specified Director, any Person that, directly or indirectly, is controlled by such Specified Director (other than the Corporation and any entity that is controlled by the Corporation) and (f) in respect of the Corporation, any Person that, directly or indirectly, is controlled by the Corporation; and (vi) “Person” shall mean any individual, corporation, general or limited partnership, limited liability company, joint venture, trust, association or any other entity.
F.To the fullest extent permitted by law, any Person purchasing or otherwise acquiring any interest in any shares of capital stock of the Corporation shall be deemed to have notice of and to have consented to the provisions of this Article IX.Plan.
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(cc) “Trading Day” means a day on which the national stock exchange upon which the Common Stock is listed is open for trading.
(dd) “U.S. Treasury Regulations” means the Treasury regulations of the Code. Reference to a specific Treasury Regulation or Section of the Code shall include such Treasury Regulation or Section, any valid regulation promulgated under such Section, and any comparable provision of any future legislation or regulation amending, supplementing or superseding such Section or regulation.
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GoDaddy Inc.
100 S. Mill Ave, Suite 1600
Tempe, AZ 85281
