DEF 14A of GoDaddy Inc., Apr 25, 2024

DEF 14A of GoDaddy Inc.

Filed Apr 25, 2024 · FY20230001609711-24-000063

Open on EDGAR

  1. Our Board of Directors

    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 Sigal Zarmi to serve as Class II directors and Herald Chen, Brian Sharples and Leah Sweet to serve as Class III directors, each for a one-year term that expires at the 2025 annual meeting of stockholders 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 the nominees named in Proposal No. 1.

  2. Nominees for Director

    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.

  3. Nominees for Director

    | Herald Chen | | | 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 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 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. |

  4. Nominees for Director

    | 20 | |

  5. Nominees for Director

    | About GoDaddy | Proxy Summary | Board and Governance Matters | Executive Compensation | Audit Matters | Other Management Proposals | Other Information |

  6. Nominees for Director

    | Mark Garrett | | | 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. |

  7. Nominees for Director

    | 2024 Proxy Statement | 21 |

  8. Nominees for Director

    | About GoDaddy | Proxy Summary | Board and Governance Matters | Executive Compensation | Audit Matters | Other Management Proposals | Other Information |

  9. Nominees for Director

    | Brian Sharples | | | 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. |

  10. Nominees for Director

    | 22 | |

  11. Nominees for Director

    | About GoDaddy | Proxy Summary | Board and Governance Matters | Executive Compensation | Audit Matters | Other Management Proposals | Other Information |

  12. Nominees for Director

    | Leah Sweet | | | 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. |

  13. Nominees for Director

    | Srinivas (Srini) Tallapragada | | | 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. |

  14. Nominees for Director

    | 2024 Proxy Statement | 23 |

  15. Nominees for Director

    | About GoDaddy | Proxy Summary | Board and Governance Matters | Executive Compensation | Audit Matters | Other Management Proposals | Other Information |

  16. Nominees for Director

    | Sigal Zarmi | | | 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. |

  17. Nominees for Director

    | 24 | |

  18. Nominees for Director

    | About GoDaddy | Proxy Summary | Board and Governance Matters | Executive Compensation | Audit Matters | Other Management Proposals | Other Information |

  19. Continuing Directors

    Continuing Directors

  20. Continuing Directors

    | Amanpal (Aman) Bhutani | | | 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. |

  21. Continuing Directors

    | Caroline Donahue | | | 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. |

  22. Continuing Directors

    | 2024 Proxy Statement | 25 |

  23. Continuing Directors

    | About GoDaddy | Proxy Summary | Board and Governance Matters | Executive Compensation | Audit Matters | Other Management Proposals | Other Information |

  24. Non-Employee Director Compensation

    Non-Employee Director Compensation We maintain an Outside Director Compensation Policy pursuant to which each member of our Board who is not a 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 service on our Board. The Outside Director Compensation Policy is periodically reviewed by the Compensation Committee, with the input of its independent compensation consultant, to ensure that the compensation paid to our Eligible Directors reflects current market assessments, data and analyses.

  25. 2023 Non-Employee Director Compensation

    2023 Non-Employee Director Compensation The following table summarizes compensation for each of our non-employee directors for the year ended December 31, 2023. For all of our non-employee directors, we offer health insurance benefits.

  26. 2023 Non-Employee Director Compensation

    | 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 |

  27. 2023 Non-Employee Director Compensation

    (1)Messrs. Roslansky and Wittlinger retired from the Board effective January 25, 2023 and Mr. Robel retired from the Board effective as of the 2023 Annual Meeting held on June 7, 2023. Effective January 25, 2023, the Board appointed Mr. Tallapragada and Ms. Zarmi to fill the vacancies created by Messrs. Roslansky and Wittlinger’s departures. On June 6, 2023, we entered into a consulting agreement with Mr. Robel relating to his provision of strategic and advisory consulting services to the Company and the Board from June 6, 2023 to January 30, 2025. (2)These amounts reflect annual cash retainers earned during 2023 for service as a member of our Board and, if applicable, as chair or a member of one or more Board committees. (3)These amounts reflect the aggregate grant date fair value of RSUs granted during 2023, computed as described in Note 2 to our audited financial statements included in our 2023 Annual Report on Form 10-K in accordance with Financial Accounting Standards Board Accounting Standards Codification Topic 718 (“ASC 718”), for service as a member of our Board and, in the case of Mr. Sharples, as 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. (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 7, 2023, (i) Messrs. Chen and Garrett and Mses. Donahue and Sweet were each awarded an annual grant of RSUs covering 3,234 shares of our Class A common stock for service as members of our Board and (ii) Mr. Sharples was awarded an annual grant of RSUs covering 4,335 shares of our Class A common stock for service as a member of our Board and as chair of the Board. 100% of the shares subject to such RSUs are scheduled to vest on June 5, 2024 (the day immediately prior to our Annual Meeting), subject to their respective continued service with us through such date. (7)On January 25, 2023, Mr. Tallapragada and Ms. Zarmi were each awarded an initial grant of RSUs covering 3,116 shares of our Class A common stock for service as members 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.

  28. 2023 Non-Employee Director Compensation

    | 42 | |

  29. 2023 Non-Employee Director Compensation

    | About GoDaddy | Proxy Summary | Board and Governance Matters | Executive Compensation | Audit Matters | Other Management Proposals | Other Information |

  30. Table of Contents

    | Named Executive Officers | 46 | | Overview | 46 | | Principal Elements of Pay | 47 | | Compensation Decision-Making Process | 50 | | Peer Group | 51 | | Annual Compensation | 52 | | Base Salary | 52 | | 2023 Short-Term Incentive Plan | 52 | | Long-Term Compensation | 56 | | 2023 Long-Term Incentive Plan | 56 | | Achievement of 2021 PSUs | 57 | | Achievement of CEO 2019 Legacy PSUs | 57 | | Compensation Decisions For 2024 | 58 | | Other Compensation Policies and Practices | 59 | | Additional Pay Elements | 59 | | Risk Assessment and Compensation Practices | 60 | | Insider Trading Policy | 60 | | Anti-Hedging and Pledging Policy | 60 |

  31. Compensation Philosophy and Objectives

    | | | | | | Pay for Performance | Competitive Pay | Fair and Equitable | Responsive to Stockholders | | We 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 | 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 | 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 | We incorporate the themes and specific feedback we receive from our stockholders to build and update our compensation programs to ensure that they align with stockholder interests and market best practices |

  32. Principal Elements of Pay

    | FIXED | VARIABLE | | | | BASE SALARY | | 2023 SHORT-TERM INCENTIVE PLAN1 | 2023 LONG-TERM INCENTIVE PLAN1 | | 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 Goal •25% Bookings •25% Revenue •25% NEBITDA •25% 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 | 50% - PSUs •100% rTSR 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 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 |

  33. Principal Elements of Pay

    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.

  34. Performance Metrics

    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.

  35. 2023 STIP Performance Metrics

    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:

  36. 2023 STIP Performance Metrics

    | 2023 Short-Term Incentive Plan Performance Metrics | | | | Corporate Performance Goals (80% Weighting)1 | | The corporate performance component of the Company’s 2023 STIP was comprised of the following four metrics: | | | 25% Bookings2 | •Bookings is an indicator of the expected growth of our Company and a measure of our operating performance | | | 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 | | | 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 | | | 25% uFCF2 | •uFCF is a measure of our liquidity, marker of our ability to pursue strategic opportunities and indicator our balance sheet strength | | 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 |

  37. 2023 STIP Performance Metrics

    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.

  38. 2023 STIP Performance Metrics

    | 48 | |

  39. 2023 STIP Performance Metrics

    | About GoDaddy | Proxy Summary | Board and Governance Matters | Executive Compensation | Audit Matters | Other Management Proposals | Other Information |

  40. LTIP Performance Metric

    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.

  41. LTIP Performance Metric

    | 2023 Long-Term Incentive Plan Performance Metric | | | | | Relative Total Stockholder Return (rTSR): | | | | •Key indicator of stockholder value creation •Ties pay to performance | | | | rTSR Percentile Rank | Payout Percentage | | | 85th and above | 200% | | | 50th | 100% | | | 25th | 50% | | | Below 25th | —% |

  42. LTIP Performance Metric

    | 2024 Proxy Statement | 49 |

  43. LTIP Performance Metric

    | About GoDaddy | Proxy Summary | Board and Governance Matters | Executive Compensation | Audit Matters | Other Management Proposals | Other Information |

  44. Annual Review Process

    | | BENCHMARK AND REVIEW | | | | | | •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 | | | | | | | | GOAL SETTING | | | | | | •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 total compensation targets | | | | | | | | EVALUATE | | | | | | •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 | | | | | | | | APPROVE | | | | | | •Approve compensation payouts upon Board certification of Company performance results | •Approve annual base salary, STIP and LTIP compensation design | | | | | |

  45. Annual Review Process

    | Key Inputs | | •Market Data: The Compensation 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 with respect to overall executive compensation decisions and analyses for our NEOs through a review of competitive market data, as well as other data sources, including Radford’s compensation surveys. The services provided by the independent compensation consultant in 2023 are described below. •Stockholder Feedback: Through our annual stockholder engagement cycle, the Compensation Committee obtains valuable insight into stockholder preferences as well as market best practices. In addition, the Compensation 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 during fiscal 2022 as reflected in the approval of our say-on-pay proposal by approximately 96% of stockholders present and voting thereon. •Management: Management provides feedback and expertise regarding compensation matters for NEOs, including appropriate amounts, targets and goals necessary to recruit, retain and incentivize our executives. No member of management is involved in discussions or deliberations regarding his or her own compensation. |

  46. Independent Compensation Consultant

    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.

  47. Peer Group

    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 seeks to include companies that are reasonably representative of our competitive 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 considers changes in both our business and the businesses of the peer companies that comprise the group. In September 2022, after consultation with its previous independent compensation consultant, Compensia, Inc., the Compensation Committee approved the following peer group for 2023 executive compensation decisions:

  48. Peer Group

    | 2023 Peer Group | | | | | •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) | •IAC Inc. (NASDAQ: IAC) •Nutanix, 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) |

  49. Peer Group

    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 companies 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 alignment.

  50. Peer Group

    | 2024 Proxy Statement | 51 |

  51. Peer Group

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  52. Peer Group

    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 peer group methodology for the 2024 peer group remained focused on similar metrics and ranges as discussed above for the 2023 peer group with additional consideration given to gross profit.

  53. 2023 Short-Term Incentive Plan

    2023 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 performance goals and payout 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 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 2023 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 opportunity and the individual performance component was weighted at 20%. For 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%. The Compensation Committee has reserved discretion to adjust 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.

  54. 2023 Short-Term Incentive Plan

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  55. 2023 Short-Term Incentive Plan

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  56. 2023 NEO TARGET STIP OPPORTUNITIES

    2023 NEO TARGET STIP OPPORTUNITIES The following table shows the target short-term incentive opportunities for our NEOs for 2023:

  57. 2023 NEO TARGET STIP OPPORTUNITIES

    | Name | Target Short-Term Incentive (% of Base Salary) | | Aman Bhutani | 100% | | Mark McCaffrey | 80% | | Roger Chen | 80% | | Nick Daddario | 40% | | Michele Lau(1) | 80% |

  58. 2023 NEO TARGET STIP OPPORTUNITIES

    (1)Ms. Lau resigned from the Company effective November 17, 2023 and did not receive any payout under the 2023 STIP.

  59. CORPORATE PERFORMANCE GOALS, PERFORMANCE CAP AND RESULTS

    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 illustrated in the charts below, which are indicators of our operating performance, expected and actual growth and balance sheet strength. For 2023, these performance metrics were weighted equally at 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.

  60. CORPORATE PERFORMANCE GOALS, PERFORMANCE CAP AND RESULTS

    | Bookings Goal and Achievement Results | Revenue Goal and Achievement Results | | | | | NEBITDA Goal and Achievement Results | Unlevered Free Cash Flow Goal and Achievement Results | | | |

  61. CORPORATE PERFORMANCE GOALS, PERFORMANCE CAP AND RESULTS

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  62. CORPORATE PERFORMANCE GOALS, PERFORMANCE CAP AND RESULTS

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  63. INDIVIDUAL PERFORMANCE GOALS AND INDIVIDUAL PERFORMANCE CAP

    INDIVIDUAL PERFORMANCE GOALS AND INDIVIDUAL PERFORMANCE CAP As noted above, 20% of the 2023 STIP opportunity (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 to individual performance reviews to ensure that our executives are appropriately motivated and incentivized to continue to perform at high levels. The Compensation Committee approved a cap on the maximum achievement level for 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, such that his aggregate maximum payout opportunity is 142.5% of target.

  64. Long-Term Compensation

    Long-Term Compensation

  65. 2023 Long-Term Incentive Plan

    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 and equitable to motivate, retain and recruit our key employees, including our NEOs, promotes stockholder value by aligning the interests of our executives with those of our stockholders and responds to our stockholders.

  66. 2023 LTIP AWARDS

    2023 LTIP AWARDS The Compensation Committee reviews our LTIP awards on an annual basis. The 2023 LTIP for each of our NEOs (other than Mr. Daddario) provided 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 and (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 2023.

  67. 2023 LTIP AWARDS

    | 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 |

  68. 2023 LTIP AWARDS

    (1)Ms. Lau resigned from the Company effective November 17, 2023 and forfeited her 2023 LTIP award and all other unvested equity awards as a result thereof. (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 Compensation Committee in early 2023 and is not the same as the value reported for the NEO for 2023 in the “Stock Awards” column in the Summary Compensation Table. (3)RSUs vest (i) for each NEO other than Mr. Daddario, over four years with a one-year cliff as to 25% of the RSUs on March 1, 2024 and quarterly vesting for the remaining 75% thereafter and (ii) for Mr. Daddario, quarterly over three years beginning on June 1, 2023. For PSUs granted in 2023, the rTSR performance period began on January 1, 2023 and ends on December 31, 2025, and any earned PSUs will vest subject to the executive’s continued employment with us through March 1, 2026. The chart below illustrates the payout curve with respect to the rTSR performance metric for the PSUs granted in 2023, as measured against the Nasdaq Internet Index.

  69. 2023 LTIP AWARDS

    | | | | | | rTSR Percentile Rank | Payout Percentage | | | 85th and above | 200% | | | 50th | 100% | | | 25th | 50% | | | Below 25th | —% |

  70. 2023 LTIP AWARDS

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  71. 2023 LTIP AWARDS

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  72. Achievement of 2021 PSUs

    Achievement 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.

  73. Achievement of 2021 PSUs

    | 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) | — | — |

  74. Achievement of 2021 PSUs

    (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).

  75. Achievement of CEO 2019 Legacy PSUs

    Achievement of CEO 2019 Legacy PSUs Prior to 2020, our long-term incentive compensation program included grants of PSUs eligible to vest based on the achievement of annual performance metrics during each year of a four-year performance period, subject to the executive’s continued employment with us through each vesting 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 2023 and Mr. Bhutani’s continued employment with us through the applicable vesting date. For accounting purposes, such Legacy PSUs are deemed to be granted in the year in which our Compensation Committee establishes the applicable annual performance metrics. The final tranche of these Legacy PSUs was 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 25% each and 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 Company’s performance against such metrics resulted in an aggregate achievement percentage of 103% for the corporate performance component of our 2023 STIP. This level of performance and the application of such vesting cap resulted in the vesting of 100% of the applicable tranche of such Legacy PSUs for 2023. The following table sets forth the number of such Legacy PSUs that were earned for 2023 for Mr. Bhutani, which vested on February 29, 2024.

  76. Achievement of CEO 2019 Legacy PSUs

    | Name | Number of Shares Acquired on Vesting (#) | Value Realized on Vesting ($) | | Aman Bhutani | 24,923 | 2,844,960 |

  77. Achievement of CEO 2019 Legacy PSUs

    | 2024 Proxy Statement | 57 |

  78. Achievement of CEO 2019 Legacy PSUs

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  79. Compensation Decisions For 2024

    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.

  80. Compensation Decisions For 2024

    | 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 |

  81. Compensation Decisions For 2024

    (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.

  82. Chief Strategy & Legal Officer Compensation and New Hire Awards

    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.

  83. Employment agreements and post-termination severance and change in control benefits

    Employment agreements and post-termination severance and change in control benefits 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 package that serves to retain and incentivize him to perform at the highest levels. 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. We 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

  84. Employment agreements and post-termination severance and change in control benefits

    | 2024 Proxy Statement | 59 |

  85. Employment agreements and post-termination severance and change in control benefits

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  86. Employment agreements and post-termination severance and change in control benefits

    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.”

  87. Tax Considerations

    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” 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” within the meaning of Code Section 162(m) only if the compensation is less than $1,000,000 per person during any calendar year.

  88. Accounting Considerations

    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 date fair 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” of our share-based compensation awards in our statements of operations over the period that the employee or director is required to render service to vest in the award.

  89. Summary Compensation Table

    Summary Compensation Table The following table provides information regarding the total compensation for services rendered in all capacities earned by our NEOs for 2023, 2022 and, as applicable, 2021:

  90. Summary Compensation Table

    | 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 |

  91. Summary Compensation Table

    (1)The amounts in the “Bonus” column reflect (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 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 purposes) during the applicable year, computed as described in Note 2 to our audited financial statements included in our 2023 Annual Report on Form 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 purposes) in 2023, the total values of the PSUs at their respective grant dates were as follows: $15,858,568 for Mr. Bhutani, $5,573,677 for Messrs. McCaffrey and Chen and $4,180,258 for Ms. 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 2023 and he was not a NEO prior to 2022.

  92. Summary Compensation Table

    | | 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 |

  93. Summary Compensation Table

    | 2024 Proxy Statement | 63 |

  94. Summary Compensation Table

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  95. Summary Compensation Table

    (3)For 2023, represents annual performance-based bonuses earned under the 2023 STIP based on the achievement of performance goals, 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 NEO in 2023.

  96. Summary Compensation Table

    | 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 | — | | Nick Daddario | 7,500 | — | 334 | 714(A) | | Michele Lau | 7,500 | 9,000 | 125 | 299(A) |

  97. Summary Compensation Table

    (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, 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.

  98. Summary Compensation Table

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  99. Summary Compensation Table

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  100. Grants of Plan-Based Awards During 2023

    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:

  101. Grants of Plan-Based Awards During 2023

    | | | 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 |

  102. Grants of Plan-Based Awards During 2023

    (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 granted 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 in 2023 to Mr. Bhutani, as described under “—Long-Term Compensation—Achievement of CEO 2019 Legacy PSUs” above and (ii) RSUs granted to each NEO under the 2023 LTIP, as described under “—Long-Term Compensation—2023 Long-Term Incentive Plan” above. (4)The amounts reflect the aggregate grant date fair value of RSUs and PSUs granted (or considered granted for accounting purposes) during 2023, computed as described in Note 2 to our audited financial statements included in our 2023 Annual Report on Form 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. (5)Reflects Legacy PSUs considered granted for accounting purposes in 2023 to Mr. Bhutani, with an accounting grant date of April 4, 2023 (which is the date our Compensation Committee approved the applicable annual performance metrics for 2023). See “—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 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. (7)In connection with her resignation, Ms. Lau forfeited her right to receive any portion of her 2023 STIP and 2023 LTIP awards.

  103. Grants of Plan-Based Awards During 2023

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  104. Grants of Plan-Based Awards During 2023

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  105. Outstanding Equity Awards at Year End

    Outstanding Equity Awards at Year End The following table provides information regarding outstanding equity awards held by our NEOs as of December 31, 2023. In connection with her resignation from our Company effective November 17, 2023, Ms. Lau forfeited all outstanding equity awards.

  106. Outstanding Equity Awards at Year End

    | | | Option Awards | | | | Stock Awards | | | | | 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 | 9/4/2019 | 299,033 | — | 63.54 | 9/4/2029 | — | — | 24,923 | 2,645,826 | | | 2/25/2021 | | | | | 18,899 | 2,006,318 | 60,477 | 6,420,238 | | | 2/28/2022 | | | | | 36,371 | 3,861,145 | 64,659 | 6,864,199 | | | 2/24/2023 | | | | | 65,288 | 6,930,974 | 65,288 | 6,930,974 | | Mark McCaffrey | 6/2/2021 | | | | | 8,502 | 902,572 | 24,290 | 2,578,626 | | | 2/28/2022 | | | | | 14,549 | 1,544,522 | 25,864 | 2,745,722 | | | 2/24/2023 | | | | | 26,116 | 2,772,475 | 26,116 | 2,772,475 | | Roger Chen | 2/27/2020 | 2,312 | 771 | 70.17 | 2/27/2030 | 1,245 | 132,169 | | | | | 6/3/2020 | | | | | 36 | 3,822 | | | | | 2/25/2021 | | | | | 6,143 | 652,141 | 19,655 | 2,086,575 | | | 6/2/2021 | | | | | 6,949 | 737,706 | | | | | 2/28/2022 | | | | | 14,549 | 1,544,522 | 25,864 | 2,745,722 | | | 2/24/2023 | | | | | 26,116 | 2,772,475 | 26,116 | 2,772,475 | | Nick Daddario | 12/4/2019 | 4,604 | — | 66.87 | 12/4/2029 | | | | | | | 2/25/2021 | | | | | 757 | 80,363 | 2,420 | 256,907 | | | 2/28/2022 | | | | | 3,929 | 417,103 | | | | | 2/24/2023 | | | | | 5,289 | 561,480 | | |

  107. Outstanding Equity Awards at Year End

    (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 grant date 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 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 have certain RSUs with different vesting terms. 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 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 closing market price of our Class A common stock on December 29, 2023 ($106.16). (4)For Mr. Bhutani, the PSUs with the grant date of September 4, 2019 comprise Legacy PSUs that vest based on the achievement of annual performance metrics during each year of a four-year performance period, subject to Mr. 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 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.

  108. Outstanding Equity Awards at Year End

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  109. Outstanding Equity Awards at Year End

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  110. Option Exercises and Stock Awards Vesting During 2023

    Option Exercises and Stock Awards Vesting During 2023 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 2023 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.

  111. Option Exercises and Stock Awards Vesting During 2023

    | | Option Awards | | Stock Awards | | | 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 | — | — | 75,808 | 5,954,339 | | Mark McCaffrey | — | — | 42,285 | 3,214,411 | | Roger Chen | 120,753 | 5,214,634 | 49,105 | 3,972,914 | | Nick Daddario | 1,300 | 24,392 | 8,262 | 650,593 | | Michele Lau | — | — | 29,349 | 2,254,660 |

  112. Option Exercises and Stock Awards Vesting During 2023

    (1)Reflects the aggregate number of shares of common stock underlying the stock options that were exercised in 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.

  113. Potential and Actual Payments Upon Termination or Change in Control

    Potential and Actual Payments Upon Termination or Change in Control

  114. TERMINATION OF EMPLOYMENT BY US WITHOUT “CAUSE” OR BY THE NEO FOR “GOOD REASON” UNRELATED TO A CHANGE IN CONTROL

    | Name | Salary Severance ($)(1) | Bonus Severance ($)(2) | Accelerated Vesting of Equity Awards ($)(3) | Value of Health Care Coverage Benefit ($)(4) | Total ($) | | Aman Bhutani | 1,000,000 | 1,000,000 | 19,030,718 | 38,953 | 21,069,671 | | Mark McCaffrey | 525,000 | — | — | 15,169 | 540,169 | | Roger Chen | 513,905(5) | — | — | — | 513,905 | | Nick Daddario | 340,000 | — | — | 16,368 | 356,368 |

  115. TERMINATION OF EMPLOYMENT BY US WITHOUT “CAUSE” OR BY THE NEO FOR “GOOD REASON” IN CONNECTION WITH A CHANGE IN CONTROL

    | 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 |

  116. CEO Pay Ratio

    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 all employees (other than Mr. Bhutani). For our last completed year ended December 31, 2023: •The median total annual compensation of all employees (other than Mr. Bhutani) was identified as $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 $15,877,217. •Based on the above, for 2023, the ratio of Mr. Bhutani’s total annual compensation to the median of the total annual compensation of all employees was 149 to 1. This pay ratio is a reasonable estimate calculated in a manner consistent with Item 402(u) of Regulation S-K 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. 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, 2023, at which time we (including our consolidated subsidiaries) had 6,108 full-time and 51 part-time and temporary employees, 4,249 of whom were located in the United States, or the U.S., and 1,910 (or approximately 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,” we excluded from our calculations 256 employees, representing less than 5% of our total employee population, who are located outside of the U.S. in the following countries: 53 in Australia, 14 in Brazil, 15 in the Cayman Islands, 15 in China, 21 in Colombia, 24 in France, 1 in Israel, 3 in Mexico, 26 in the Netherlands, 11 in Singapore, 45 in South Africa, 21 in Spain, 4 in Switzerland and 3 in 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, 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’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’s total annual compensation, we used the amount reported in the “Total” column of the 2023 Summary Compensation Table included in this Proxy Statement.

  117. CEO Pay Ratio

    | 2024 Proxy Statement | 71 |

  118. CEO Pay Ratio

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  119. Pay versus Performance

    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.

  120. Pay versus Performance

    | 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 |

  121. Pay versus Performance

    (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.

  122. Pay versus Performance

    | | 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 |

  123. Pay versus Performance

    (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.

  124. Pay versus Performance

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  125. Pay versus Performance

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  126. DESCRIPTION OF THE RELATIONSHIP BETWEEN COMPENSATION ACTUALLY PAID AND PERFORMANCE

    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.

  127. DESCRIPTION OF THE RELATIONSHIP BETWEEN COMPENSATION ACTUALLY PAID AND PERFORMANCE

    | RELATIONSHIP BETWEEN PEO AND OTHER NEO COMPENSATION ACTUALLY PAID AND COMPANY AND PEER GROUP TSR | | |

  128. DESCRIPTION OF THE RELATIONSHIP BETWEEN COMPENSATION ACTUALLY PAID AND PERFORMANCE

    | 2024 Proxy Statement | 73 |

  129. DESCRIPTION OF THE RELATIONSHIP BETWEEN COMPENSATION ACTUALLY PAID AND PERFORMANCE

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  130. DESCRIPTION OF THE RELATIONSHIP BETWEEN COMPENSATION ACTUALLY PAID AND PERFORMANCE

    | RELATIONSHIP BETWEEN PEO AND OTHER NEO COMPENSATION ACTUALLY PAID AND NET INCOME | | | | RELATIONSHIP BETWEEN PEO AND OTHER NEO COMPENSATION ACTUALLY PAID AND UNLEVERED FREE CASH FLOW | | |

  131. DESCRIPTION OF THE RELATIONSHIP BETWEEN COMPENSATION ACTUALLY PAID AND PERFORMANCE

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  132. DESCRIPTION OF THE RELATIONSHIP BETWEEN COMPENSATION ACTUALLY PAID AND PERFORMANCE

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  133. DESCRIPTION OF THE RELATIONSHIP BETWEEN COMPENSATION ACTUALLY PAID AND PERFORMANCE

    | Audit Matters |

  134. DESCRIPTION OF THE RELATIONSHIP BETWEEN COMPENSATION ACTUALLY PAID AND PERFORMANCE

    | | | | | Proposal No. 3 Ratification of Appointment of Independent Registered Public Accounting Firm | | | | | The Board of Directors unanimously recommends that you vote “FOR” the ratification of the appointment of Ernst & Young LLP. | |

  135. DESCRIPTION OF THE RELATIONSHIP BETWEEN COMPENSATION ACTUALLY PAID AND PERFORMANCE

    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. 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.

  136. DESCRIPTION OF THE RELATIONSHIP BETWEEN COMPENSATION ACTUALLY PAID AND PERFORMANCE

    | 2024 Proxy Statement | 75 |

  137. DESCRIPTION OF THE RELATIONSHIP BETWEEN COMPENSATION ACTUALLY PAID AND PERFORMANCE

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