GODADDY INC., DEF 14A filed on 4/25/2024
Proxy Statement (definitive)
v3.24.1.u1
Cover
 12 Months Ended
Dec. 31, 2023
Document Information [Line Items]  
Document Type DEF 14A
Amendment Flag false
Entity Information [Line Items]  
Entity Registrant Name GoDaddy Inc.
Entity Central Index Key 0001609711
v3.24.1.u1
Pay vs Performance Disclosure
number in Thousands
 12 Months Ended
Dec. 31, 2023
USD ($)
Dec. 31, 2022
USD ($)
Dec. 31, 2021
USD ($)
Dec. 31, 2020
USD ($)
Pay vs Performance Disclosure        
Pay vs Performance Disclosure, Table
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)
202315,877,217 30,853,433 4,146,301 5,208,078 156.30 127.53 1,376 1,254 
202218,645,890 12,378,070 4,954,336 4,347,627 110.16 79.37 353 1,096 
202115,290,590 14,914,733 4,191,579 2,520,364 124.94 152.38 243 960 
20203,670,928 7,773,317 5,719,740 3,546,026 122.13 161.36 (494)825 
      
Company Selected Measure Name Unlevered free cash flow      
Named Executive Officers, Footnote 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.      
Peer Group Issuers, Footnote 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.      
PEO Total Compensation Amount $ 15,877,217 $ 18,645,890 $ 15,290,590 $ 3,670,928
PEO Actually Paid Compensation Amount $ 30,853,433 12,378,070 14,914,733 7,773,317
Adjustment To PEO Compensation, Footnote 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.
PEONon-PEO NEOs
Prior FYE12/31/202212/31/2022
Current FYE12/31/202312/31/2023
Fiscal Year2023 ($)2023 ($)
Summary Compensation Table Total15,877,217 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 Year17,397,526 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 Year257,884 110,541 
 - 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 Paid30,853,433 5,208,078 
      
Non-PEO NEO Average Total Compensation Amount $ 4,146,301 4,954,336 4,191,579 5,719,740
Non-PEO NEO Average Compensation Actually Paid Amount $ 5,208,078 4,347,627 2,520,364 3,546,026
Adjustment to Non-PEO NEO Compensation Footnote 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.
PEONon-PEO NEOs
Prior FYE12/31/202212/31/2022
Current FYE12/31/202312/31/2023
Fiscal Year2023 ($)2023 ($)
Summary Compensation Table Total15,877,217 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 Year17,397,526 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 Year257,884 110,541 
 - 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 Paid30,853,433 5,208,078 
      
Compensation Actually Paid vs. Total Shareholder Return
RELATIONSHIP BETWEEN PEO AND OTHER NEO COMPENSATION ACTUALLY PAID AND COMPANY AND PEER GROUP TSR
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Compensation Actually Paid vs. Net Income
RELATIONSHIP BETWEEN PEO AND OTHER NEO COMPENSATION ACTUALLY PAID AND NET INCOME
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RELATIONSHIP BETWEEN PEO AND OTHER NEO COMPENSATION ACTUALLY PAID AND UNLEVERED FREE CASH FLOW
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Compensation Actually Paid vs. Company Selected Measure
RELATIONSHIP BETWEEN PEO AND OTHER NEO COMPENSATION ACTUALLY PAID AND NET INCOME
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RELATIONSHIP BETWEEN PEO AND OTHER NEO COMPENSATION ACTUALLY PAID AND UNLEVERED FREE CASH FLOW
Picture7.jpg
      
Total Shareholder Return Vs Peer Group
RELATIONSHIP BETWEEN PEO AND OTHER NEO COMPENSATION ACTUALLY PAID AND COMPANY AND PEER GROUP TSR
Picture8.jpg
      
Tabular List, Table
Performance Measure*
Total bookings
Revenue
NEBITDA
Unlevered free cash flow
Relative TSR
      
Total Shareholder Return Amount $ 156.30 110.16 124.94 122.13
Peer Group Total Shareholder Return Amount 127.53 79.37 152.38 161.36
Net Income (Loss) $ 1,376,000,000 $ 353,000,000 $ 243,000,000 $ (494,000,000)
Company Selected Measure Amount 1,254,000 1,096,000 960,000 825,000
PEO Name Mr. Bhutani      
Additional 402(v) Disclosure 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.Total Bookings is an operating metric and NEBITDA and unlevered free cash flow are not financial measures prepared in accordance with GAAP. For information on how we compute total bookings and for a reconciliation between each non-GAAP financial measure and its most directly comparable GAAP financial measure, please refer to “Appendix A—Operating and Business Metrics, Non-GAAP Financial Information and Reconciliations” in this Proxy Statement.      
Restructuring And Other Charges $ 90,800,000      
Benefit For Income Taxes 971,800,000      
Valuation Allowance Release $ 1,014,000,000      
Tax Receivable Agreement Liability, Adjustment       $ 674,700,000
Measure:: 4        
Pay vs Performance Disclosure        
Non-GAAP Measure Description 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.      
PEO | Aggregate Grant Date Fair Value of Equity Award Amounts Reported in Summary Compensation Table        
Pay vs Performance Disclosure        
Adjustment to Compensation, Amount $ (13,827,459)      
PEO | Year-end Fair Value of Equity Awards Granted in Covered Year that are Outstanding and Unvested        
Pay vs Performance Disclosure        
Adjustment to Compensation, Amount 17,397,526      
PEO | Year-over-Year Change in Fair Value of Equity Awards Granted in Prior Years That are Outstanding and Unvested        
Pay vs Performance Disclosure        
Adjustment to Compensation, Amount 11,148,265      
PEO | Vesting Date Fair Value of Equity Awards Granted and Vested in Covered Year        
Pay vs Performance Disclosure        
Adjustment to Compensation, Amount 0      
PEO | Change in Fair Value as of Vesting Date of Prior Year Equity Awards Vested in Covered Year        
Pay vs Performance Disclosure        
Adjustment to Compensation, Amount 257,884      
PEO | Prior Year End Fair Value of Equity Awards Granted in Any Prior Year that Fail to Meet Applicable Vesting Conditions During Covered Year        
Pay vs Performance Disclosure        
Adjustment to Compensation, Amount $ 0      
Non-PEO NEO | Measure:: 1        
Pay vs Performance Disclosure        
Name Total bookings      
Non-PEO NEO | Measure:: 2        
Pay vs Performance Disclosure        
Name Revenue      
Non-PEO NEO | Measure:: 3        
Pay vs Performance Disclosure        
Name NEBITDA      
Non-PEO NEO | Measure:: 4        
Pay vs Performance Disclosure        
Name Unlevered free cash flow      
Non-PEO NEO | Measure:: 5        
Pay vs Performance Disclosure        
Name Relative TSR      
Non-PEO NEO | Aggregate Grant Date Fair Value of Equity Award Amounts Reported in Summary Compensation Table        
Pay vs Performance Disclosure        
Adjustment to Compensation, Amount $ (3,406,613)      
Non-PEO NEO | Year-end Fair Value of Equity Awards Granted in Covered Year that are Outstanding and Unvested        
Pay vs Performance Disclosure        
Adjustment to Compensation, Amount 3,619,982      
Non-PEO NEO | Year-over-Year Change in Fair Value of Equity Awards Granted in Prior Years That are Outstanding and Unvested        
Pay vs Performance Disclosure        
Adjustment to Compensation, Amount 2,214,382      
Non-PEO NEO | Vesting Date Fair Value of Equity Awards Granted and Vested in Covered Year        
Pay vs Performance Disclosure        
Adjustment to Compensation, Amount 36,691      
Non-PEO NEO | Change in Fair Value as of Vesting Date of Prior Year Equity Awards Vested in Covered Year        
Pay vs Performance Disclosure        
Adjustment to Compensation, Amount 110,541      
Non-PEO NEO | Prior Year End Fair Value of Equity Awards Granted in Any Prior Year that Fail to Meet Applicable Vesting Conditions During Covered Year        
Pay vs Performance Disclosure        
Adjustment to Compensation, Amount $ (1,513,206)