Caroline Donahue
GoDaddyAbout Caroline Donahue
Independent non‑employee director of GoDaddy Inc. since 2018; age 64. Former Executive Vice President and Chief Marketing and Sales Officer at Intuit (2012–2016) following senior sales and channel marketing leadership (1995–2012). Currently serves on GoDaddy’s Compensation and Human Capital Committee and Nominating and Governance Committee; Board has affirmed her independence under NYSE and SEC standards. Other public company board: Experian plc (since January 2017); private board: Versapay Corporation. Education not disclosed in the proxy.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Intuit Inc. | Executive Vice President & Chief Marketing and Sales Officer | Aug 2012–Sep 2016 | Led global consumer sales/marketing; mass‑market, digital, multi‑channel expertise. |
| Intuit Inc. | SVP, Sales & Channel Marketing | May 1995–Aug 2012 | Built distribution, brand and sales management capabilities. |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Experian plc (public) | Director | Jan 2017–Present | Consumer data/credit expertise; board role only. |
| Versapay Corporation (private) | Director | Ongoing | Payments/commerce exposure; board role only. |
Board Governance
- Committees: Compensation and Human Capital Committee (member); Nominating and Governance Committee (member). Committee chairs: Compensation—Herald Chen; Governance—Leah Sweet. 2024 committee meetings: Compensation (5), Governance (4).
- Independence: Board determined Ms. Donahue qualifies as independent; all standing committees 100% independent.
- Attendance: Board held 5 meetings in 2024; each director attended at least 75% of Board and applicable committee meetings; all directors attended the 2024 annual meeting. Independent directors meet in executive session; the Board Chair presides.
- 2025 director election result (annual, declassified Board): Ms. Donahue re‑elected.
| 2025 Election Vote (June 4, 2025) | For | Against | Abstain | Broker Non‑Votes |
|---|---|---|---|---|
| Caroline Donahue | 116,334,692 | 2,838,447 | 250,706 | 6,341,349 |
Fixed Compensation
Non‑employee director compensation (annual cash retainers and equity RSUs):
| Component | Policy Amounts (2024) | Ms. Donahue 2024 Actual ($) |
|---|---|---|
| Board retainer (cash) | $50,000 per year | Included in Fees Earned |
| Committee chair (Audit/Comp/Gov) | $27,500 / $20,000 / $12,000 | N/A (member, not chair) |
| Committee membership (Audit/Comp/Gov) | $15,000 / $12,000 / $6,000 | Included in Fees Earned |
| Annual RSU grant (director) | $255,000 grant‑date value (effective Mar 2024) | $269,694 (grant‑date fair value) |
| Health insurance benefits | Offered to all non‑employee directors | $17,462 |
| Ms. Donahue 2024 Director Compensation | Fees Earned ($) | Stock Awards ($) | All Other ($) | Total ($) |
|---|---|---|---|---|
| Caroline Donahue | 68,000 | 269,694 | 17,462 | 355,156 |
Additional details:
- Annual RSU grant covering 1,945 shares on June 6, 2024; vests 100% on June 3, 2025 (immediately prior to 2025 annual meeting), subject to continued service.
- No meeting fees; reasonable travel reimbursement only.
Performance Compensation
Non‑employee directors receive time‑based RSUs only; no director PSUs/options; vest on the day prior to the next annual meeting. No director performance metrics are used.
Compensation Committee oversight of executive pay (context for board effectiveness):
- STIP corporate metrics and weights in 2024: Revenue (25%), Bookings (25%), Normalized EBITDA “NEBITDA” (25%), Unlevered Free Cash Flow “uFCF” (25%); individual performance 20% of STIP.
- 2024 corporate metric outcomes and payout percentages (aggregate corporate payout 129%):
| 2024 Executive STIP Corporate Metric | Threshold (50%) | Target (100%) | Maximum (150%) | Actual | Payout % |
|---|---|---|---|---|---|
| Revenue | $4.440 million | $4.480–$4.560 million | $4.600 million | $4.573 million | 116% |
| Bookings | $4.892 million | $4.942–$5.042 million | $5.092 million | $5.038 million | 100% |
| NEBITDA | $1.288 million | $1.299–$1.322 million | $1.334 million | $1.396 million | 150% |
| uFCF | $1.370 million | $1.400–$1.470 million | $1.500 million | $1.506 million | 150% |
LTIP PSUs use 3‑year relative TSR vs Nasdaq Internet Index; payout curve 0–200% with target at 50th percentile.
Other Directorships & Interlocks
| Company | Sector Linkage to GoDaddy | Potential Interlock/Conflict |
|---|---|---|
| Experian plc | Consumer data/credit; governance, data privacy perspectives relevant to GoDaddy’s risk oversight | No related‑party transactions disclosed involving Donahue or affiliates. |
| Versapay (private) | Payments; relevant to GoDaddy commerce oversight | No related‑party transactions disclosed involving Donahue or affiliates. |
Board service limits: GoDaddy directors limited to 4 public boards (including GoDaddy); Audit Committee members limited to 3 audit committees; all directors in compliance.
Expertise & Qualifications
- Global consumer sales/marketing, multi‑channel distribution, brand management; insights on innovation and customer‑centricity for a consumer‑facing technology company.
- Human capital, risk management and corporate governance experience through public/private company board service.
Equity Ownership
| Holder | Beneficial Ownership (as of Mar 31, 2025) | % of Outstanding | Notes |
|---|---|---|---|
| Caroline Donahue | 18,042 shares | <1% (*) | Includes shares beneficially owned; excludes unvested awards not settling within 60 days. |
| RSUs outstanding (12/31/2024) | 1,945 shares | — | 100% scheduled to vest 6/3/2025, subject to continued service. |
| Director ownership guideline | 5x annual cash retainer; compliance or on‑track as of 12/31/2024 | — | Applies to non‑employee directors; unexercised options & unvested awards excluded. |
| Hedging/pledging | Prohibited for directors/officers/employees (no hedging, no pledging/margin) | — | Insider Trading Policy bans derivatives/short sales on Company stock. |
(*) Less than 1% of outstanding shares.
Insider Trades (last 24 months)
| Date | Transaction | Shares | Price | Plan | Source |
|---|---|---|---|---|---|
| Nov 3, 2025 | Sale (Class A) | 500 | $133.11 | Reported under Rule 10b5‑1 trading plan | |
| Jun 4, 2025 | Form 4 filing (details per SEC archive) | — | — | — |
Section 16 compliance: Company reports all insiders filing timely in 2024 except one late Form 4 by an executive (not Donahue).
Governance Assessment
- Board effectiveness: Donahue adds deep global consumer go‑to‑market and brand expertise aligned with GoDaddy’s SMB and commerce priorities; active on Governance and Compensation committees, which oversee ESG and human capital/compensation, respectively.
- Independence & conflicts: Independent; no related‑party transactions involving Donahue or affiliates since Jan 1, 2024.
- Alignment: Receives majority of director pay in equity RSUs; ownership guideline of 5x cash retainer; hedging/pledging prohibited—strong alignment signals.
- Engagement/Say‑on‑Pay: 2025 say‑on‑pay approved (For 110,371,768; Against 7,138,999; Abstain 1,913,078); 2024 say‑on‑pay ~95% approval noted in engagement summary—indicates positive investor feedback on pay program under Compensation Committee oversight.
- RED FLAGS: None disclosed related to attendance (<75%), related‑party transactions, hedging/pledging, or tax gross‑ups (Company has no excise tax gross‑ups). Health insurance benefits are provided to non‑employee directors; not atypical but investors may watch ancillary benefits.
Implications: Donahue’s skills align with GoDaddy’s product, commerce, and customer initiatives; her committee roles influence ESG, pay‑for‑performance design, and human capital oversight. With solid investor support and no disclosed conflicts, signals are constructive for governance quality and investor confidence.