GODADDY INC CLASS A (GDDY)
Sector: Information Technology
2026 Annual Meeting Analysis
GODADDY INC CLASS A · Meeting: June 3, 2026
Directors FOR
9
Directors AGAINST
0
Say on Pay
FOR
Auditor
FOR
Director Elections
Election of Directors — Aman Bhutani, Herald Chen, Caroline Donahue, Mark Garrett, Brian Sharples, Graham Smith, Leah Sweet, Srini Tallapragada and Sigal Zarmi
Bhutani has served as CEO and director since 2019; GDDY's 3-year total return of +11.2% trails the peer group median by only 10.5 percentage points, well below the 35-point trigger threshold for low-positive absolute TSR, so no TSR flag applies.
Chen has served since 2014 and brings deep financial expertise as a former CFO; the 3-year peer-group underperformance gap of 10.5 points is far below the 35-point trigger, so no TSR concern applies, and no overboarding, attendance, or independence issues are identified.
Donahue has served since 2018 and chairs the Governance Committee; the 3-year relative TSR gap of 10.5 points versus peers is well within policy limits, and no other flags apply.
Garrett chairs the Audit Committee and brings extensive CFO and financial expertise; the 3-year relative performance gap does not breach the 35-point trigger, and he holds two other public company board seats (Snowflake and Cisco), which is within the four-board limit.
Sharples has served as Board Chair since 2016 and brings relevant technology company leadership experience; the 3-year peer underperformance of 10.5 points is well below the 35-point trigger, and his two outside public board seats (Ally Financial and eBay) keep him within policy limits.
Smith joined in 2024, which is within the 24-month exemption window from the TSR trigger, and brings strong CFO and technology-company financial expertise relevant to his Audit and Compensation Committee roles.
Sweet has served since 2020 and chairs the Compensation Committee; the 3-year peer-group underperformance gap of 10.5 points does not breach the 35-point threshold, and she holds no public company board seats beyond GoDaddy.
Tallapragada joined in 2023, placing him within the 24-month new-director exemption from the TSR trigger, and his current role as President at Salesforce brings directly relevant technology and engineering oversight expertise.
Zarmi joined in 2023 and is within the 24-month exemption window; she brings strong cybersecurity and technology expertise and holds three public company board seats, which is within the four-board policy limit.
All nine director nominees receive a FOR vote. GoDaddy's 3-year total return of +11.2% trails the company-disclosed compensation peer group median by only 10.5 percentage points, well below the 35-point underperformance trigger that applies when absolute 3-year TSR is in the low-positive (0–20%) range. No director has an attendance problem, overboarding concern, independence issue, or familial relationship that would trigger a negative vote. Three newer directors (Smith, Tallapragada, Zarmi) are within the 24-month new-director exemption from the TSR trigger.
Say on Pay
✓ FORCEO
Aman Bhutani
Total Comp
$23,017,010
Prior Support
92.4%%
The compensation program received strong 92.4% shareholder support at the 2025 annual meeting, well above the 70% threshold that would require visible remediation. Approximately 94% of CEO total target pay is variable and at risk — primarily performance stock awards tied to relative total shareholder return versus the Nasdaq Internet Index over three years and time-based stock awards — which is well above the 50–60% minimum the policy requires for senior executives. The pay-for-performance alignment check is satisfied: GoDaddy's 3-year stock return of +11.2% trails the peer group median by only 10.5 percentage points, and the long-term incentive plan's use of relative total shareholder return as the sole performance metric directly ties payouts to shareholder experience, so above-benchmark variable pay is not misaligned with outcomes.
Auditor Ratification
✓ FORAuditor
Ernst & Young LLP
Tenure
N/A
Audit Fees
$4,323,000
Non-Audit Fees
$0
EY charged $4,323,000 in audit fees and zero in non-audit or tax fees for 2025, meaning the non-audit fee ratio is 0%, far below the 50% threshold that would raise independence concerns. Auditor tenure is not disclosed in the proxy, so the tenure trigger cannot fire under policy — no negative vote is warranted on that basis. EY is a Big 4 firm fully appropriate for a company of GoDaddy's size and complexity.
Overall Assessment
The 2026 GoDaddy annual meeting ballot contains four proposals: a director slate of nine nominees, Say on Pay, EY auditor ratification, and an equity plan amendment. All nine directors receive a FOR vote because the company's 3-year stock return, while lagging the sector ETF (XLK) by a wide margin, trails the more appropriate company-disclosed compensation peer group by only 10.5 percentage points — well within the 35-point policy trigger — and no overboarding, attendance, or independence issues are present. Say on Pay and auditor ratification both receive FOR votes based on strong prior shareholder support, a heavily variable pay structure, and zero non-audit fees paid to EY.
Compensation Peer Group
17 companies disclosed in 2026 proxy filing