Aman Bhutani

About Aman Bhutani

Aman Bhutani, 49, has served as GoDaddy’s CEO and a director since September 2019. He holds a B.A. in Economics from Delhi University and an MBA from Lancaster University, and previously led Brand Expedia as President after senior engineering leadership roles at Expedia, JPMorgan Chase, and Washington Mutual . During 2024, GoDaddy delivered revenue of $4.57B (+8% YoY), NEBITDA up 23% with 31% margin, and unlevered FCF of $1.51B; cumulative TSR from 2019–2024 rose to $290.59 on a $100 base (+191%), with CEO “compensation actually paid” tracking strong TSR and cash flow outcomes .

Past Roles

External Roles

Fixed Compensation

Notes:

• CEO base salary has not increased since his 2019 hire .
• Perquisites primarily reflect personal/home security and cybersecurity coverage .

Performance Compensation

2024 Short-Term Incentive Plan (STIP) – Corporate Metrics

Design notes:

• 2024 STIP weighted 80% corporate (Revenue, Bookings, NEBITDA, uFCF equally) and 20% individual; metrics align to profitable growth and cash generation .
• 2025 STIP will focus on Bookings and NEBITDA (corporate metrics updated) .

Long-Term Incentive Plan (LTIP)

• Structure: 50% PSUs (rTSR vs Nasdaq Internet Index), 50% RSUs, multi‑year vesting; PSU payout 0–200% with target at 50th percentile; below 25th percentile pays 0% .
• 2024 Grants (CEO): 59,015 target PSUs (2024–2026 performance, vest Mar 1, 2027), 59,015 RSUs (quarterly over 3 years from Jun 1, 2024); intended total grant value $12.5M .
• 2025 Grants (CEO): 49,178 target PSUs and 49,178 RSUs; intended total grant value $20.0M .

Achievement example:

Design/consultant governance:

• Independent consultant Semler Brossy; no conflicts; peer benchmarks used for sizing .

Equity Ownership & Alignment

Beneficial Ownership and Guidelines

• Beneficial ownership (3/31/2025): 608,649 shares; <1% of outstanding .
• Stock ownership guidelines: CEO must hold 6x base salary; executives are in compliance or on track .
• Hedging/pledging: Prohibited for officers and directors; insider trading policy enforces pre‑clearance and blackout rules .

Outstanding and Unvested Equity (CEO, 12/31/2024)

• At 12/31/2024, GoDaddy used $197.37/share for market value disclosures; CEO options are deep in‑the‑money (197.37 vs $63.54 strike), implying substantial intrinsic value if exercised .

Employment Terms

• Start date/tenure: CEO and director effective Sept 4, 2019 .

• Severance (non‑CIC): 1x base salary + 1x target bonus + 18 months COBRA; 12‑month acceleration of time‑based awards and pro‑rated performance awards for periods ending within 12 months; release and restrictive covenants required .

• Change‑in‑control (double‑trigger): 1.5x salary + 1.5x target bonus + 18 months COBRA; full acceleration of all equity at greater of target or actual performance .

• 280G “best‑net” cutback; no excise tax gross‑ups .

• Example estimated payouts if terminated 12/31/2024: | Scenario | Salary ($) | Bonus ($) | Equity Acceleration ($) | COBRA ($) | Total ($) | |---|---:|---:|---:|---:|---:| | Non‑CIC | 1,000,000 | 1,000,000 | 23,802,230 | 44,717 | 25,846,947 | | CIC period | 1,500,000 | 1,500,000 | 58,013,951 | 44,717 | 61,058,668 |

• Non‑compete/solicit and confidentiality: post‑termination restrictive covenants (up to 12 months) required for benefits .

Board Governance

• Role: CEO and director (not independent); separate independent Board Chair (Brian Sharples) mitigates CEO/Chair concentration; lead responsibilities defined for Chair .
• Director since: 2019; standing for annual elections after declassification .
• Committees: None (as CEO); all committees comprised of independent directors .
• Attendance: Board held 5 meetings in 2024; each director attended ≥75% of Board/committee meetings; all attended 2024 annual meeting .
• Say‑on‑pay support: 95% in 2024; Committee oversight of human capital and pay-for-performance affirmed .
• Related-party transactions: None since Jan 1, 2024 .

Director Compensation

• As an employee director, Mr. Bhutani does not receive non‑employee director retainers/equity. The outside director policy (for independents) pays $50k cash retainer plus RSUs ($255k; +$80k for Chair) with 1‑year vest; committee fees vary by role .

Performance & Track Record

• 2024 highlights: Revenue $4.6B (+8%), Bookings $5.0B (+9%), NEBITDA $1.40B (+23%, 31% margin), uFCF $1.51B (+20%) .
• Pay vs Performance: 2019–2024 cumulative TSR rose to $290.59 vs peer index $165.08; uFCF $1.506B in 2024 .
• Material weakness remediation: Audit Committee oversaw remediation in 2024; capital allocation supported a ~23% reduction in diluted shares since 12/31/2021 .

Values retrieved from S&P Global for GetFinancials metrics.*

Compensation Structure Analysis

• High at‑risk mix: ~93% of CEO target pay is variable (STIP + LTIP) with rTSR PSUs (50%) and time‑vest RSUs (50%) .
• STIP metric evolution: 2025 narrows to Bookings and NEBITDA from broader 2024 set, focusing on growth efficiency and cash generation .
• No evergreen provisions; 2024 Omnibus Plan and ESPP approved; anti‑hedging/pledging and robust clawbacks in place .

Equity Ownership & Pledging

• Ownership: CEO beneficially owns 608,649 shares (<1%); stock ownership guideline of 6x salary applies; executives are compliant or on track .
• Pledging/hedging: Strictly prohibited, limiting alignment risk; pre‑clearance and blackout under insider trading policy .

Employment Contracts, Severance, and Change‑of‑Control Economics

• Competitive severance with double‑trigger CIC acceleration; 280G best‑net (no gross‑up); restrictive covenants required; quantified payouts shown above using 12/31/2024 assumptions .

Board Service History, Committees, and Dual‑Role Implications

• Director since 2019; not independent; no committee service; separate independent Chair structure mitigates CEO/Chair power concentration and supports independent oversight; independent director executive sessions occur regularly .
• Stockholder engagement: Board and management conducted outreach covering executive compensation, AI oversight, and succession planning; say‑on‑pay support 95% in 2024 .

Say‑on‑Pay & Peer Benchmarking

• 2024 say‑on‑pay approved by ~95% of votes cast; program emphasizes pay‑for‑performance and stockholder alignment .
• Peer group includes scaled software/internet/payments names (e.g., Akamai, Autodesk, eBay, Fortinet, HubSpot, Shopify, Toast, Verisign, Wix, Zillow, Zoom); 2025 peer set refreshed (adds Okta, Twilio; removes Dropbox, Etsy, OpenText, Squarespace) .

Risk Indicators & Red Flags

• Positive: No hedging/pledging, robust clawback policies, independent comp consultant, capped incentive payouts; separate independent Chair .
• Watch: Large equity acceleration under CIC (illustrative $61.1M total) and significant multi‑year PSU overhang can create event‑driven payout risk and potential post‑vesting selling pressure; however, double‑trigger structure aligns payouts with actual termination upon CIC .

Investment Implications

• Alignment: High at‑risk mix with rTSR‑based PSUs, explicit cash flow and profitability metrics in STIP, ownership guidelines, and anti‑hedging/pledging policies indicate strong pay‑performance alignment and governance .
• Retention vs. Liquidity: Significant unvested PSU/RSU balances plus deep in‑the‑money options support retention; 2022 PSU 200% payout and ongoing quarterly RSU vests can create periodic selling overhang; monitor Form 4 activity and vesting calendars .
• Event Risk: CIC severance and full equity acceleration could be dilutive in an acquisition scenario; however, structure is double‑trigger with best‑net 280G mitigation (no gross‑up), moderating shareholder cost .
• Execution Track: Under Bhutani, 2024 results show profitable growth, accelerating NEBITDA, and strong uFCF, with TSR outperformance vs. index; STIP refocus on Bookings/NEBITDA suggests continued discipline on efficiency and cash generation .