Brian Sharples
GoDaddyAbout Brian Sharples
Brian Sharples (age 64) is GoDaddy’s independent Board Chair and a director since 2016. He co-founded HomeAway, serving as Chairman and Chief Executive Officer, and brings extensive public-company board experience and technology brand strategy expertise. The Board has determined he is independent under NYSE and SEC rules. Current external roles include director at Ally Financial Inc. and director at Twyla Inc. (private) .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| HomeAway, Inc. | Co-founder; Chief Executive Officer | Apr 2004 – Sep 2016 | Led global online marketplace; board chair Apr 2004 – Dec 2015 |
| HomeAway, Inc. | Board Chair | Apr 2004 – Dec 2015 | Oversight of governance and strategic transactions |
External Roles
| Organization | Role | Tenure | Public/Private |
|---|---|---|---|
| Ally Financial Inc. | Director | Since Aug 2018 | Public |
| Twyla Inc. | Director | N/A | Private |
| Yelp Inc. | Director | Mar 2019 – Jun 2022 | Public |
| RetailMeNot, Inc. | Director | Aug 2011 – May 2017 | Public (during tenure) |
| Avalara, Inc. | Director | Mar 2020 – Oct 2022 | Private (at time referenced) |
Board Governance
- Roles: Independent Board Chair; previously Chair of the Compensation and Human Capital Committee until June 2024 (succeeded by Herald Chen). As Chair, he sets Board agendas with committee chairs, presides over Board and independent director sessions, leads self-assessments, liaises with stockholders, and coordinates CEO performance communication .
- Independence: The Board determined Sharples is independent. All standing committees are composed solely of independent directors .
- Attendance: In 2024, the Board met 5 times; each director attended at least 75% of Board and relevant committee meetings, and all directors attended the 2024 annual meeting. Independent directors meet regularly in executive session led by the Chair .
- Committee cadence: 2024 meetings—Audit and Finance (6), Compensation and Human Capital (5), Nominating and Governance (4) .
- Board refreshment and structure: Board fully declassified beginning 2025; majority vote standard with director resignation policy; separate independent Chair and CEO; robust evaluation and skills matrix disclosures .
Fixed Compensation
| Component | Policy/Amount | 2024 Actual (Sharples) |
|---|---|---|
| Board member annual cash retainer | $50,000 | Included in total fees |
| Board Chair annual cash retainer (additional) | $50,000 | Included in total fees |
| Committee Chair cash retainers | Audit $27,500; Compensation $20,000; Governance $12,000 | Former Comp Chair through June 2024 (part-year) |
| Committee member cash retainers | Audit $15,000; Compensation $12,000; Governance $6,000 | N/A (not disclosed for Sharples) |
| Fees earned or paid in cash (total) | — | $108,333 |
Notes:
- No meeting fees; out-of-pocket expenses reimbursed .
- Director cash retainer amounts unchanged in 2024; equity grant value increased (see Performance Compensation) .
Performance Compensation
| Equity Element | Grant Value/Structure | 2024 Actual (Sharples) |
|---|---|---|
| Annual RSUs (all eligible directors) | $255,000 grant value; vest day prior to next annual meeting | 2,556 RSUs outstanding; scheduled to vest on Jun 3, 2025 |
| Additional RSUs for Board Chair | $80,000 grant value; same vest schedule | Included in RSU count above |
| 2024 Stock awards (grant-date fair value) | — | $354,415 |
Policy change: In March 2024, initial and annual RSU grant values increased from $235,000 to $255,000; Board Chair additional RSU award remains $80,000. No change to cash retainers .
Performance metrics: Director equity awards are time-based RSUs; no performance-based metrics (PSUs) are disclosed for non-employee directors under the Outside Director Compensation Policy .
Other Directorships & Interlocks
- Overboarding policy: Directors limited to four public company boards (including GoDaddy); audit committee members limited to three audit committees. All directors comply. Sharples’ current public roles appear within limits .
- Related-party transactions: None since January 1, 2024; Audit Committee oversees any such matters under a formal policy .
- Potential interlocks with customers/suppliers: None disclosed .
Expertise & Qualifications
- Technology brand strategy and e-commerce leadership from HomeAway founder-CEO tenure; public-company governance, human capital, executive compensation, and risk oversight expertise. Board selected him as independent Chair given executive experience and strategic transaction knowledge in technology/e-commerce .
Equity Ownership
| Metric | Value | Notes |
|---|---|---|
| Beneficial ownership (common shares) | 19,565 shares; <1% of outstanding | As of Mar 31, 2025; total shares outstanding 142,435,493 |
| RSUs outstanding (as of Dec 31, 2024) | 2,556 shares | 100% scheduled to vest on Jun 3, 2025 |
| Ownership guidelines (directors) | 5x annual cash retainer; excludes unvested awards/options | All non-employee directors compliant or on track as of Dec 31, 2024 |
| Hedging/pledging | Prohibited for officers and directors | Company policy bans hedging and pledging; clawbacks maintained |
Governance Assessment
- Strengths: Independent Board Chair with defined responsibilities; fully declassified Board; majority vote plus resignation policy; all committees independent; robust self-evaluation; strong stockholder engagement (say-on-pay 95% approval in 2024) .
- Alignment: Director ownership guidelines (5x cash retainer) and enhanced RSU grant values bolster alignment; no hedging or pledging permitted .
- Independence & attendance: Sharples is independent; directors attended at least 75% of meetings and all attended the 2024 annual meeting; regular executive sessions led by the Chair .
- Compensation structure signals: 2024 increased equity grant values for directors (from $235k to $255k) without increasing cash retainers—shifts mix toward equity while capping total director compensation at $1.0 million per year under plan limits .
- Conflicts/RED FLAGS: None disclosed—no related-party transactions since Jan 1, 2024; no hedging/pledging; Section 16(a) compliance noted, with one late Form 4 for CFO (not Sharples). No tax gross-ups and no “single-trigger” CIC payments in compensation practices .