Mark Garrett
GoDaddyAbout Mark Garrett
Independent director since 2018; age 67. Former EVP and CFO of Adobe (2007–2018) and CFO roles at Documentum/EMC’s Software Group; currently a senior advisor at Permira (since 2021) and formerly at General Atlantic (2018–2021). Serves as Audit and Finance Committee Chair and is designated an audit committee financial expert; brings deep financial/accounting oversight and experience with large-scale SaaS transitions (Adobe) .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Adobe Systems Incorporated | Executive Vice President & Chief Financial Officer | Feb 2007 – Apr 2018 | Led one of the largest/fastest transitions to cloud subscription model, providing perspective on growth and evolution . |
| EMC Corporation / Documentum, Inc. (Software Group) | Senior Vice President & Chief Financial Officer | Aug 2002 – Jan 2007; 1997 – 1999 | Deep financial/accounting leadership at scale through acquisition by EMC . |
| Permira | Senior Advisor | Jun 2021 – present | Adds depth of understanding of technology companies . |
| General Atlantic | Senior Advisor | Jun 2018 – Jun 2021 | Strategic and capital planning expertise . |
External Roles
| Organization | Role | Since | Committees/Impact |
|---|---|---|---|
| Snowflake, Inc. | Director | Apr 2018 | Public company board experience; audit committee expertise noted generally . |
| Cisco Systems, Inc. | Director | Apr 2018 | Public company board experience; audit committee expertise noted generally . |
| Acacia (private) | Director | N/A | Private company board service . |
| NightDragon Acquisition Corp. (public) | Former Director | Mar 2021 – Dec 2022 | Prior SPAC board experience . |
| Pure Storage, Inc. (public) | Former Director | Jul 2015 – Dec 2021 | Public board tenure . |
| HireRight, LLC (private) | Former Director | Nov 2018 – Oct 2021 | Private board tenure . |
Board Governance
- Committee assignments: Audit and Finance Committee Chair; designated “audit committee financial expert” (with Graham Smith and Herald Chen). Audit Committee met 6 times in 2024; all members independent under NYSE and SEC Rule 10A‑3 .
- Independence: Board determined Garrett is independent; GoDaddy limits directors to a maximum of four public company boards and audit committee members to a maximum of three audit committees; all directors in compliance .
- Attendance: Board held 5 meetings in 2024; each director attended at least 75% of applicable Board and committee meetings; all directors attended the 2024 annual meeting; independent directors meet in regular executive sessions .
- Board structure and refresh: Board fully declassified (annual elections beginning 2025); Garrett is nominated for a one-year term expiring at 2026 meeting .
- Audit oversight highlights: Oversaw capital allocation with 39.4M shares repurchased in 2024 (~23% share reduction); engaged on cost optimization; provided oversight on AI/ML; oversaw remediation of a material weakness disclosed in 2023 10‑K; recommended inclusion of audited financials in 2024 10‑K .
Fixed Compensation (Non‑Employee Director – 2024)
| Component | Amount (USD) | Notes |
|---|---|---|
| Fees Earned or Paid in Cash | $77,500 | Annual cash retainers per policy (Board member $50,000; Audit Chair $27,500; committee member fees as applicable) . |
| All Other Compensation | $19,027 | Health insurance benefits . |
| Total Cash & Other | $96,527 | Sum of cash fees and other compensation . |
| Equity (Stock Awards) | $269,694 | Aggregate grant‑date fair value (ASC 718) of 2024 RSU awards . |
| Total Compensation | $366,221 | 2024 non‑employee director total . |
Policy references (for context):
- Cash retainers: Board member $50,000; Audit Chair $27,500; Compensation Chair $20,000; Governance Chair $12,000; Audit member $15,000; Compensation member $12,000; Governance member $6,000; no meeting fees; travel reimbursed .
- Independent consultant: Semler Brossy advises on director compensation; Board increased initial/annual RSU value to $255,000 effective March 2024 (from $235,000); chair of Board receives an additional $80,000 RSU value .
Performance Compensation (Director Equity Program)
| Equity Award Type | Grant Date | Shares / Value | Vesting | Notes |
|---|---|---|---|---|
| Annual RSU (Director) | Jun 6, 2024 | 1,945 shares (approx. $255,000 value policy) | 100% vests Jun 3, 2025 (day prior to Annual Meeting), subject to continued service | As of Dec 31, 2024, Garrett had 1,945 RSUs outstanding . |
| Initial RSU (for new directors) | Policy (ongoing) | $255,000 grant value | 1‑year cliff from grant date | Applies to directors upon appointment/election; number of shares based on 30‑day VWAP methodology . |
- Valuation mechanics: Shares determined by dividing specified value ($255,000; $80,000 for Board chair) by 30‑day VWAP prior to month of grant .
- Options/PSUs: Director program uses RSUs; no options disclosed for directors; equity awards are time‑based (not tied to performance metrics) .
Other Directorships & Interlocks
| Company | Board Role | Since | Potential Interlocks / Notes |
|---|---|---|---|
| Snowflake, Inc. | Director | Apr 2018 | No related‑party transactions disclosed; independence affirmed . |
| Cisco Systems, Inc. | Director | Apr 2018 | No related‑party transactions disclosed; independence affirmed . |
- Board service limits and audit committee load limits are enforced; all directors in compliance .
Expertise & Qualifications
- Audit committee financial expert; extensive CFO experience and financial literacy (Adobe; EMC/Documentum) .
- Strategic planning and capital allocation oversight; experience with cloud/SaaS transitions at Adobe provides relevant guidance to GoDaddy’s growth and evolution .
- Technology and risk oversight: Audit Committee oversaw data privacy and cybersecurity matters and AI/ML oversight in 2024 .
Equity Ownership
| Holder | Shares Beneficially Owned | % of Shares Outstanding | RSUs Outstanding (12/31/2024) | Ownership Guidelines Compliance |
|---|---|---|---|---|
| Mark Garrett | 19,022 | <1% (outstanding shares 142,435,493) | 1,945 | Directors must hold ≥5x annual cash retainer; all directors are compliant or on track as of Dec 31, 2024 . |
- Shares outstanding as of March 31, 2025: 142,435,493 .
- No pledging/hedging disclosures specific to directors; no related‑party transactions since January 1, 2024 .
- Director ownership guideline administration by Compensation Committee; excludes unexercised options and unvested awards from compliance calculation .
Governance Assessment
- Strengths: Independence affirmed; audit chair and financial expert designation; strong attendance; robust committee charters and annual evaluations; enhanced cybersecurity oversight; board declassification for annual accountability; high shareholder support for executive pay (95% say‑on‑pay in 2024) .
- Capital allocation oversight: Audit Committee oversight amid significant share repurchases (39.4M in 2024; ~23% reduction) signals active stewardship of capital .
- Control environment: Oversight of remediation of a disclosed material weakness (2023 10‑K) in 2024 reflects engagement on internal controls; EY audit fees disclosed for transparency .
- Conflicts/related‑party exposure: None disclosed since Jan 1, 2024; Code of Business Conduct and Ethics and Speak Up Policy with Audit Committee oversight of complaints .
- RED FLAGS: None disclosed specific to Garrett. Note: Prior company‑wide material weakness (2023) was remediated in 2024 under Audit Committee oversight, which mitigates risk rather than indicates ongoing deficiency . No tax gross‑ups provided to directors; compensation capped at $1.0M/year under 2024 Omnibus Plan .
Director Compensation Mix and Alignment
- 2024 mix for Garrett weighted toward equity ($269,694 RSU grant date fair value) versus cash ($77,500 fees); health benefits $19,027; total $366,221. Time‑based RSUs align director interests with long‑term stockholder value; no meeting fees; travel reimbursed .
- Ownership guidelines (≥5x annual cash retainer) and compliance/on‑track status enhance alignment; RSU vesting tied to annual meeting cycle promotes retention and continuity .
Say‑on‑Pay & Shareholder Feedback (Contextual to Governance)
- 2024 say‑on‑pay approval ~95%; compensation committee uses market benchmarks and independent consultant (Semler Brossy); engages stockholders off‑season and in‑season, integrating feedback into governance and disclosure .
Summary Signals for Investors
- Independent audit chair with CFO pedigree and financial expert status; active oversight of capital allocation, AI/cybersecurity, and control remediation bolsters confidence in financial reporting and risk management .
- Director pay structure conservative (cash retainers; time‑based RSUs; no options; no gross‑ups); equity ownership guidelines enforced; no related‑party transactions disclosed—reduces conflict risk .
- Board declassification and majority voting/resignation policy enhance accountability; attendance thresholds met; ongoing investor engagement supports alignment .