Herald Chen

About Herald Chen

Herald Chen (age 55) has served on GoDaddy’s board since 2014 and is currently Chair of the Compensation and Human Capital Committee and a member of the Audit and Finance Committee. He is deemed independent by the Board and is designated an “audit committee financial expert.” His background includes CFO and President of AppLovin, and prior leadership at KKR’s Technology, Media & Telecom group, giving him deep finance, technology, and governance expertise .

Past Roles

External Roles

Board Governance

• Independence: The Board determined Chen is independent under NYSE and SEC rules .
• Committee assignments: Compensation & Human Capital Committee (Chair); Audit & Finance Committee (member); Audit committee financial expert designation .
• Board attendance: In 2024, each director attended at least 75% of aggregate Board and committee meetings; all directors attended the 2024 annual meeting .
• Committee activity (2024):
  • Compensation Committee (5 meetings): Oversaw pay-for-performance alignment, approved new 2024 Omnibus Incentive Plan and ESPP, oversight of human capital management; Chen became Chair in June 2024 .
  • Audit Committee (6 meetings): Oversight of capital allocation (39.4M shares repurchased), cost optimization, AI oversight, and remediation of a disclosed material weakness; Chen serves as member and financial expert .
• Governance framework: Majority vote with resignation policy, annual director elections (declassified board starting 2025), independent Board Chair, regular executive sessions, stockholder engagement; Say‑on‑Pay received 95% support in 2024 .

Fixed Compensation (Non‑Employee Director)

• Equity award policy: Annual RSU grant value $255,000; Chair of Board receives an additional $80,000 RSUs; initial RSU grant for new directors $255,000; 2024 increase from $235,000 to $255,000 approved March 2024; RSUs vest prior to next annual meeting or on first anniversary for initial grants .

Performance Compensation (Executive Program Chen Oversees as Chair)

2024 Short‑Term Incentive Plan corporate metrics and results:

• STIP structure: 80% corporate (metrics above), 20% individual goals; rigorous target setting with caps; no discretionary adjustments for 2024 .
• LTIP metric: rTSR vs Nasdaq Internet Index; 0–200% payout; target at 50th percentile; payout curve formalized .
• 2022 PSUs outcome: rTSR achieved at 98.65th percentile; NEO PSUs paid at 200%; illustrates strong pay-for-performance alignment under Chen’s committee oversight .
• 2025 decisions: STIP metrics adjusted to bookings and NEBITDA; LTIP continues with 50/50 PSUs/RSUs structure .

Other Directorships & Interlocks

Expertise & Qualifications

• Finance and accounting: Former CFO; Audit Committee “financial expert” designation .
• Strategic planning and technology leadership: Extensive tech sector and emerging technology oversight experience; prior KKR TMT leadership .
• Compensation and human capital: Chair of Compensation Committee; oversees executive pay and HCM practices .
• Risk oversight: Audit Committee role covering capital allocation, cost optimization, AI governance, and internal controls remediation .

Equity Ownership

Governance Assessment

• Positives
  • Independent director with deep finance/tech pedigree; Audit Committee financial expert designation enhances oversight quality .
  • Active governance roles: Compensation Committee Chair and Audit Committee member; committee activity indicates substantive engagement on capital allocation, AI oversight, and internal control remediation .
  • Strong pay‑for‑performance architecture under his committee: rigorous STIP with multi‑metric design, rTSR‑based LTIP, and high Say‑on‑Pay support (95%)—a signal of investor confidence .
  • Ownership alignment: equity ownership guidelines (5× retainer) with compliance/on‑track status across directors; anti‑hedging/pledging and clawback policies strengthen alignment .
  • No related‑party transactions involving Chen disclosed for the period—reduces conflict risk .
• Potential Watch‑Items
  • Attendance disclosed at a threshold (>75%) rather than individual rates; investors may prefer 100% attendance disclosure by director .
  • Multiple external commitments (AppLovin and Internet Brands), though Board policy limits and independence review processes are in place and all directors are compliant with board‑service limits .

RED FLAGS: None identified in disclosures for related‑party transactions, hedging/pledging, or tax gross‑ups; Audit Committee oversight of a previously disclosed material weakness remediation indicates proactive governance rather than a director‑level red flag .

Related Policies and Protections

• Indemnification agreements: Company maintains standard indemnification and advancement of expenses agreements for directors (example form filed in 8‑K), supporting board effectiveness and recruitment –.
• Stockholder engagement: Robust program with director involvement; 2024 engagement topics included board refreshment, AI oversight, succession planning, and executive compensation .

Summary Signal for Investors

Chen’s independence, dual committee leadership (Comp Chair/Audit member), and “financial expert” status, combined with a rigorous, investor‑endorsed compensation framework and absence of related‑party conflicts, support high board effectiveness and alignment. Continued monitoring of attendance specifics and external time commitments is warranted, but current governance policies and compliance mitigate risk .