GODADDY INC., DEFR14A filed on 4/21/2023
Revised Proxy Soliciting Materials (definitive)
v3.23.1
Cover
 12 Months Ended
Dec. 31, 2022
Document Information [Line Items]  
Document Type DEFR14A
Amendment Flag false
Entity Information [Line Items]  
Entity Registrant Name GoDaddy Inc.
Entity Central Index Key 0001609711
v3.23.1
Pay vs Performance Disclosure
number in Thousands
 12 Months Ended
Dec. 31, 2022
USD ($)
Dec. 31, 2021
USD ($)
Dec. 31, 2020
USD ($)
Pay vs Performance Disclosure [Table]      
Pay vs Performance [Table Text Block]
Fiscal Year (a)
Summary Compensation Table Total for PEO(1) ($) (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)
202218,645,890 12,378,070 4,954,336 4,347,627 110.16 79.37 352.9 1,095.90 
202115,290,590 14,914,733 4,191,579 2,520,364 124.94 152.38 242.8 960.00 
20203,670,928 7,773,317 5,719,740 3,546,026 122.13 161.36 (494.1)825.40 
    
Company Selected Measure Name Unlevered free cash flow    
Named Executive Officers, Footnote [Text Block] 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 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.    
Peer Group Issuers, Footnote [Text Block] TSR is cumulative for the measurement periods beginning on December 31, 2019 and ending on December 31 of each of 2022, 2021 and 2020, respectively, 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 Annual Report on Form 10-K.    
PEO Total Compensation Amount $ 18,645,890 $ 15,290,590 $ 3,670,928
PEO Actually Paid Compensation Amount $ 12,378,070 14,914,733 7,773,317
Adjustment To PEO Compensation, Footnote [Text Block] Compensation “actually paid” for the PEO and average compensation “actually paid” for our non-PEO NEOs in 2022, 2021 and 2020 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 2022, see the Compensation Discussion and Analysis beginning on page 38. 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.
PEONEO
Prior FYE12/31/201912/31/202012/31/202112/31/201912/31/202012/31/2021
Current FYE12/31/202012/31/202112/31/202212/31/202012/31/202112/31/2022
Fiscal Year2020 ($)2021 ($)2022 ($)2020 ($)2021 ($)2022 ($)
Summary Compensation Table Total3,670,928 15,290,590 18,645,890 5,719,740 4,191,579 4,954,336 
 - Grant Date Fair Value of Option Awards and Stock Awards Granted in Fiscal Year(1,663,428)(13,237,276)(16,829,370)(4,959,119)(3,262,275)(4,232,248)
 + Fair Value at Fiscal Year-End of Outstanding and Unvested Option Awards and Stock Awards Granted in Fiscal Year— 13,030,374 13,912,030 2,840,031 3,284,601 3,956,503 
 + Change in Fair Value of Outstanding and Unvested Option Awards and Stock Awards Granted in Prior Fiscal Years (from prior FYE to current FYE)4,490,635 344,029 (2,810,306)509,091 8,321 (130,487)
 + Fair Value at Vesting of Option Awards and Stock Awards Granted in Fiscal Year That Vested During Fiscal Year— — — — — — 
 + 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 Year1,275,181 (512,984)(540,174)472,571 (18,753)(200,477)
 - 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— — — (1,036,287)(1,683,108)— 
Compensation Actually Paid7,773,317 14,914,733 12,378,070 3,546,026 2,520,364 4,347,627 
    
Non-PEO NEO Average Total Compensation Amount $ 4,954,336 4,191,579 5,719,740
Non-PEO NEO Average Compensation Actually Paid Amount $ 4,347,627 2,520,364 3,546,026
Adjustment to Non-PEO NEO Compensation Footnote [Text Block] Compensation “actually paid” for the PEO and average compensation “actually paid” for our non-PEO NEOs in 2022, 2021 and 2020 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 2022, see the Compensation Discussion and Analysis beginning on page 38. 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.
PEONEO
Prior FYE12/31/201912/31/202012/31/202112/31/201912/31/202012/31/2021
Current FYE12/31/202012/31/202112/31/202212/31/202012/31/202112/31/2022
Fiscal Year2020 ($)2021 ($)2022 ($)2020 ($)2021 ($)2022 ($)
Summary Compensation Table Total3,670,928 15,290,590 18,645,890 5,719,740 4,191,579 4,954,336 
 - Grant Date Fair Value of Option Awards and Stock Awards Granted in Fiscal Year(1,663,428)(13,237,276)(16,829,370)(4,959,119)(3,262,275)(4,232,248)
 + Fair Value at Fiscal Year-End of Outstanding and Unvested Option Awards and Stock Awards Granted in Fiscal Year— 13,030,374 13,912,030 2,840,031 3,284,601 3,956,503 
 + Change in Fair Value of Outstanding and Unvested Option Awards and Stock Awards Granted in Prior Fiscal Years (from prior FYE to current FYE)4,490,635 344,029 (2,810,306)509,091 8,321 (130,487)
 + Fair Value at Vesting of Option Awards and Stock Awards Granted in Fiscal Year That Vested During Fiscal Year— — — — — — 
 + 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 Year1,275,181 (512,984)(540,174)472,571 (18,753)(200,477)
 - 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— — — (1,036,287)(1,683,108)— 
Compensation Actually Paid7,773,317 14,914,733 12,378,070 3,546,026 2,520,364 4,347,627 
    
Compensation Actually Paid vs. Total Shareholder Return [Text Block]
RELATIONSHIP BETWEEN PEO AND OTHER NEO COMPENSATION ACTUALLY PAID AND COMPANY AND PEER GROUP TSR
CAP v TSR.jpg
    
Compensation Actually Paid vs. Net Income [Text Block] CAP v Net Income.jpg    
Compensation Actually Paid vs. Company Selected Measure [Text Block] CAP v uFCF.jpg    
Total Shareholder Return Vs Peer Group [Text Block]
RELATIONSHIP BETWEEN PEO AND OTHER NEO COMPENSATION ACTUALLY PAID AND COMPANY AND PEER GROUP TSR
CAP v TSR.jpg
    
Tabular List [Table Text Block]
Performance Measure*
Total bookings
Unlevered free cash flow
Relative TSR
    
Total Shareholder Return Amount $ 110.16 124.94 122.13
Peer Group Total Shareholder Return Amount 79.37 152.38 161.36
Net Income (Loss) $ 352,900,000 $ 242,800,000 $ (494,100,000)
Company Selected Measure Amount 1,095,900 960,000 825,400
PEO Name Mr. Bhutani    
Additional 402(v) Disclosure [Text Block] Reflects “Net Income” in the Company’s Consolidated Statements of Income included in the Company’s Annual Reports on Form 10-K for each of the years ended December 31, 2022, 2021 and 2020. 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. Unlevered free cash flow is not a financial measure prepared in accordance with GAAP. For information on how we compute non-GAAP financial measures and other operating and business metrics and reconciliation to the most directly comparable financial measures prepared in accordance with GAAP, please refer to “Appendix A — Operating Metrics, Non-GAAP Financial Information and Reconciliations” in this Proxy Statement.Total Bookings is an operating metric and unlevered free cash flow is not a financial measure prepared in accordance with GAAP. For information on how we compute non-GAAP financial measures and other operating and business metrics and reconciliation to the most directly comparable financial measures prepared in accordance with GAAP, please refer to “Appendix A — Operating Metrics, Non-GAAP Financial Information and Reconciliations” in this Proxy Statement.    
Tax Receivable Agreement Liability, Adjustment     $ 674,700,000
PEO [Member] | Stock Awards Adjustment [Member]      
Pay vs Performance Disclosure [Table]      
Adjustment to Compensation Amount $ (16,829,370) $ (13,237,276) (1,663,428)
PEO [Member] | Equity Awards Granted in Fiscal Year, Unvested [Member]      
Pay vs Performance Disclosure [Table]      
Adjustment to Compensation Amount 13,912,030 13,030,374 0
PEO [Member] | Equity Awards Granted in Prior Years, Unvested [Member]      
Pay vs Performance Disclosure [Table]      
Adjustment to Compensation Amount (2,810,306) 344,029 4,490,635
PEO [Member] | Equity Awards Granted in Fiscal Year, Vested [Member]      
Pay vs Performance Disclosure [Table]      
Adjustment to Compensation Amount 0 0 0
PEO [Member] | Equity Awards Granted in Prior Years, Vesting Conditions Satisfied [Member]      
Pay vs Performance Disclosure [Table]      
Adjustment to Compensation Amount (540,174) (512,984) 1,275,181
PEO [Member] | Equity Awards that Failed to Meet Vesting Conditions [Member]      
Pay vs Performance Disclosure [Table]      
Adjustment to Compensation Amount $ 0 0 0
Non-PEO NEO [Member] | Measure [Axis]: 1      
Pay vs Performance Disclosure [Table]      
Measure Name Total bookings    
Non-PEO NEO [Member] | Measure [Axis]: 2      
Pay vs Performance Disclosure [Table]      
Measure Name Unlevered free cash flow    
Non-PEO NEO [Member] | Measure [Axis]: 3      
Pay vs Performance Disclosure [Table]      
Measure Name Relative TSR    
Non-PEO NEO [Member] | Stock Awards Adjustment [Member]      
Pay vs Performance Disclosure [Table]      
Adjustment to Compensation Amount $ (4,232,248) (3,262,275) (4,959,119)
Non-PEO NEO [Member] | Equity Awards Granted in Fiscal Year, Unvested [Member]      
Pay vs Performance Disclosure [Table]      
Adjustment to Compensation Amount 3,956,503 3,284,601 2,840,031
Non-PEO NEO [Member] | Equity Awards Granted in Prior Years, Unvested [Member]      
Pay vs Performance Disclosure [Table]      
Adjustment to Compensation Amount (130,487) 8,321 509,091
Non-PEO NEO [Member] | Equity Awards Granted in Fiscal Year, Vested [Member]      
Pay vs Performance Disclosure [Table]      
Adjustment to Compensation Amount 0 0 0
Non-PEO NEO [Member] | Equity Awards Granted in Prior Years, Vesting Conditions Satisfied [Member]      
Pay vs Performance Disclosure [Table]      
Adjustment to Compensation Amount (200,477) (18,753) 472,571
Non-PEO NEO [Member] | Equity Awards that Failed to Meet Vesting Conditions [Member]      
Pay vs Performance Disclosure [Table]      
Adjustment to Compensation Amount $ 0 $ (1,683,108) $ (1,036,287)