Graham Smith
GoDaddyAbout Graham Smith
Graham Smith (age 65) is an independent director of GoDaddy Inc. and a member of the Audit and Finance Committee; he was appointed to the board on June 26, 2024 and is identified by the board as an “audit committee financial expert.” He is the former Executive Vice President and Chief Financial Officer of Salesforce (2007–2015), former CFO of Advent Software (2003–2007), and served as interim CEO of Splunk (Nov 2021–Apr 2022), bringing deep financial, operating, and public board experience in scaled software and cloud businesses . Education is not disclosed in the proxy; the board has determined he is independent under NYSE and SEC standards .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Splunk Inc. | Interim Chief Executive Officer | Nov 2021 – Apr 2022 | Senior leadership during transition; later concluded public directorship in Mar 2024 . |
| Salesforce, Inc. | EVP & Chief Financial Officer and other roles | Dec 2007 – Mar 2015 | Led finance through growth at scale; core financial expertise used by boards . |
| Advent Software, Inc. | Chief Financial Officer | Jan 2003 – Dec 2007 | Enterprise software CFO experience . |
External Roles
| Company | Role | Since | Committees/Notes |
|---|---|---|---|
| Axon Enterprise, Inc. (public) | Director | Mar 2023 | Committee roles not disclosed in GDDY proxy . |
| Procore Technologies, Inc. (public) | Director | Feb 2020 | Committee roles not disclosed in GDDY proxy . |
| Prior: Splunk Inc. (public) | Director | Jul 2011 – Mar 2024 | Former public board service . |
| Prior: Blackline, Inc. (public) | Director | May 2015 – May 2022 | Former public board service . |
| Prior: Slack Technologies, Inc. (private) | Director | Dec 2018 – Jul 2021 | Former private board service . |
| Prior: Xero Limited (public) | Director | Feb 2015 – Mar 2020 | Former public board service . |
Board Governance
- Independence: Board determined Smith qualifies as independent; all standing committee members are independent .
- Committee assignments: Audit and Finance Committee member; joined the Audit Committee in June 2024; designated an “audit committee financial expert” (with Chen and Garrett) .
- Committee workload: Audit Committee held 6 meetings in 2024; board held 5 meetings; each director attended at least 75% of applicable board and committee meetings in 2024 .
- Board elections: Board declassification completed; all directors, including Smith, stand for annual election beginning in 2025 .
- Board leadership: Independent Board Chair structure; regular executive sessions of independent directors .
Audit Committee focus areas (relevant to Smith)
- Capital allocation oversight (39.4M shares repurchased in 2024), cost optimization engagement, AI oversight, and oversight of remediation of a material weakness disclosed in the 2023 10-K .
Fixed Compensation (Director)
| Component | Policy/Actual | Amount | Details |
|---|---|---|---|
| Board annual cash retainer | Policy | $50,000 | Eligible directors receive prorated retainers based on months of service . |
| Audit Committee member retainer | Policy | $15,000 | Annual; prorated as applicable . |
| 2024 Cash fees (Smith) | Actual | $32,500 | Prorated for service commencing June 26, 2024 . |
| Director pay cap | Policy | $1,000,000 | Aggregate annual cap on cash + equity per director . |
Performance Compensation (Director equity)
| Grant Type | Grant Date | Shares | Grant-Date Fair Value | Vesting | Notes |
|---|---|---|---|---|---|
| Initial RSU (Smith) | Jun 26, 2024 | 1,945 | $271,950 | 100% on Jun 26, 2025 (1-year) | Initial award for new directors; time-based only . |
| Policy – Initial RSU value | Ongoing | — | $255,000 | 1-year cliff | Standard initial grant for newly appointed directors . |
| Policy – Annual RSU value | Each annual meeting | — | $255,000 | Vests day before next annual meeting | Chair receives additional $80,000 RSU grant . |
- Director equity awards are time-based RSUs (not performance-conditioned); no options or performance metrics apply to non-employee director equity .
Other Directorships & Interlocks
| Person/Company | Nature | Implication |
|---|---|---|
| Graham Smith – Ex-Salesforce CFO | Background | Adds scaled SaaS finance and audit expertise to GDDY board . |
| Srini Tallapragada – Current Salesforce President & Chief Engineering Officer; GDDY director | Shared company background (Salesforce) | Two directors with significant Salesforce ties; useful for emerging tech oversight; independence of both affirmed by board . |
| Outside board limits | GDDY policy: 4 public boards (incl. GDDY); Audit members ≤3 audit committees | Board states all directors comply with outside service limits . |
Expertise & Qualifications
- Financial/audit: Former public company CFO; designated “audit committee financial expert” (Item 407(d) Reg S-K) .
- Public board experience: Multiple public boards (current: Axon, Procore; prior: Splunk, Blackline, Xero) .
- Technology/cloud scale operating: Senior finance leadership during Salesforce hypergrowth; interim CEO experience at Splunk .
Equity Ownership
| Item | Detail |
|---|---|
| Beneficial ownership (Mar 31, 2025) | 0 shares beneficially owned; less than 1% of outstanding . |
| Unvested director RSUs outstanding (12/31/2024) | 1,945 RSUs for Smith . |
| Stock ownership guidelines (directors) | 5× annual cash retainer; new directors to comply by 5th annual meeting after joining . |
| Compliance status (directors) | As of Dec 31, 2024, all non-employee directors are in compliance or on track . |
| Hedging/pledging | Prohibited for directors; no hedging or pledging of company securities allowed . |
Governance Assessment
-
Positives:
- Independent director; audit committee member; designated financial expert, bolstering audit oversight during remediation of previously disclosed material weakness .
- Strong SaaS finance and operating credentials (Salesforce CFO; Splunk interim CEO), aligned with GoDaddy’s software platform ambitions and AI oversight focus .
- Anti-hedging/anti-pledging policies and robust director ownership guidelines enhance alignment; board reports compliance trajectory for directors .
- No related-party transactions since Jan 1, 2024; board-wide overboarding limits in place and affirmed in compliance .
- Governance climate constructive: say-on-pay received 95% support in 2024, signaling broad shareholder confidence in compensation oversight (committee-chaired by others but relevant board signal) .
-
Watch items / potential red flags:
- Limited current beneficial ownership (0 shares beneficially owned as of Mar 31, 2025), though he holds unvested RSUs and is still within guideline phase-in period after joining mid-2024 .
- Concentration of Salesforce background on the board (Smith and Tallapragada) warrants continued attention to diversity of perspectives, though independence is affirmed for both .
Related-Party Exposure
- The company reports no related-party transactions since January 1, 2024, and the Audit Committee oversees related-party reviews under a formal policy .
Director Compensation (2024 snapshot)
| Metric | Value |
|---|---|
| Cash fees earned (Smith) | $32,500 (partial year) . |
| Stock awards (Smith) | $271,950 (1,945 RSUs granted 6/26/2024; vests 6/26/2025) . |
| Total (Smith) | $304,450 . |
Board Attendance & Engagement
- 2024 meetings: Board met 5×; Audit Committee met 6×; each director attended ≥75% of their applicable meetings; all directors attended the 2024 annual meeting .
- Smith joined in June 2024 and was added to the Audit Committee in the same month, indicating immediate engagement in financial oversight .
Employment & Contracts (Director)
- Non-employee director compensation is governed by the Outside Director Compensation Policy; RSU values were increased in March 2024 (initial and annual grants from $235,000 to $255,000); aggregate director compensation capped at $1.0M per calendar year .
- No director-specific employment contract disclosures; hedging/pledging prohibitions apply to directors under the Insider Trading Policy .
Say-on-Pay & Shareholder Feedback (Board context)
- 2024 engagement covered board refreshment, AI governance, succession planning, and executive compensation; say‑on‑pay received 95% approval at the 2024 annual meeting . The board continued refreshment by appointing Graham Smith in June 2024 .
Overall: Smith’s audit depth and scaled SaaS operating experience enhance board effectiveness and audit oversight at GoDaddy. Alignment mechanisms (RSUs; ownership guidelines; hedging/pledging bans) are in place, though his beneficial ownership is still ramping given a mid-2024 start. No related-party or overboarding concerns are disclosed, and independence is affirmed .