Mark McCaffrey
GoDaddyAbout Mark McCaffrey
Mark McCaffrey (age 59) has served as GoDaddy’s Chief Financial Officer since June 2021, following 20+ years at PricewaterhouseCoopers where he led the US Technology, Media and Telecommunications sector and served as Global Software Industry Leader and engagement partner for large multinational software clients . During 2024 under his finance leadership, GoDaddy delivered $4.573B revenue (+8% YoY), $1.396B Normalized EBITDA (+23% YoY; 31% margin), and $1.506B unlevered free cash flow (+20% YoY) . GoDaddy’s cumulative TSR since 2019 rose to 290.59 by year-end 2024 versus a 165.08 peer index, supporting strong pay‑for‑performance alignment .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| PricewaterhouseCoopers LLP | US TMT Sector Leader; Global Software Industry Leader; Global engagement partner for multinational software and services clients | Over 20 years | Led sector teams and global software coverage; deep operating and capital markets expertise for technology clients |
External Roles
No public company directorships or external board roles are disclosed for McCaffrey in the proxy .
Fixed Compensation
| Metric | 2022 | 2023 | 2024 |
|---|---|---|---|
| Base Salary ($) | $525,000 | $525,000 | $525,000 |
| Target Short-Term Incentive (% of Base) | 80% | 80% | 80% |
| Actual STIP Paid ($) | $252,000 | $430,080 | $525,840 |
Summary compensation (multi‑year):
| Component ($) | 2022 | 2023 | 2024 |
|---|---|---|---|
| Salary | $525,000 | $525,000 | $525,000 |
| Stock Awards | $5,909,148 | $4,761,208 | $6,858,723 |
| Non‑Equity Incentive Plan | $252,000 | $430,080 | $525,840 |
| All Other Compensation | $22,826 | $17,125 | $13,154 (incl. 401k match $2,332; security/cyber $8,500; life insurance $2,322) |
| Total | $6,708,974 | $5,733,413 | $7,922,717 |
2025 focal base salaries were unchanged across NEOs .
Performance Compensation
Short-Term Incentive Plan (2024 structure and results):
- Corporate metrics (80% weight; equally weighted 25% each): Revenue, Bookings, NEBITDA, uFCF with capped achievement at 150% per metric; aggregated corporate payout 129% .
- Individual performance component (20% weight; cap framework disclosed): McCaffrey achieved 110% based on investor engagement, capital allocation and refinancing execution .
| Metric | Weighting | Threshold | Target | Maximum | Actual | Payout | Vesting/Payment |
|---|---|---|---|---|---|---|---|
| Revenue | 25% of Corporate | $4.440B | $4.480–$4.560B | $4.600B | $4.573B | 116% | Cash bonus paid in 2025 |
| Bookings | 25% of Corporate | $4.892B | $4.942–$5.042B | $5.092B | $5.038B | 100% | Cash bonus paid in 2025 |
| NEBITDA | 25% of Corporate | $1.288B | $1.299–$1.322B | $1.334B | $1.396B | 150% | Cash bonus paid in 2025 |
| uFCF | 25% of Corporate | $1.370B | $1.400–$1.470B | $1.500B | $1.506B | 150% | Cash bonus paid in 2025 |
| Corporate Component (agg.) | 80% of STIP | — | — | 150% cap | — | 129% | — |
| McCaffrey Individual Component | 20% of STIP | — | 100% baseline | 300% cap (historically ≤200%) | — | 110% | Paid in 2025 |
| McCaffrey Total STIP | — | — | — | — | — | 125.2% (blended) | $525,840 |
Long-Term Incentive Plan (equity):
- Structure: 50% PSUs tied to relative TSR vs Nasdaq Internet Index (cliff vest after 3-year performance period); 50% RSUs, vesting quarterly over 3 years .
- Payout curve for PSUs: 25th percentile=50%, 50th=100%, 85th+=200% (cap) .
2024 LTIP grants (McCaffrey):
| Grant Year | Total Award Value | Target PSUs Granted | RSUs Granted | PSU Performance Period | PSU Vest Date | RSU Vesting |
|---|---|---|---|---|---|---|
| 2024 | $5,000,000 | 23,606 | 23,606 | Jan 1, 2024–Dec 31, 2026 | Mar 1, 2027 (subject to continued employment) | Quarterly over 3 years beginning Jun 1, 2024 |
2025 LTIP grants (McCaffrey):
| Grant Year | Total Award Value | Target PSUs Granted | RSUs Granted | PSU Performance Period | PSU Vest Date | RSU Vesting |
|---|---|---|---|---|---|---|
| 2025 | $6,000,000 | 14,754 | 14,754 | Jan 1, 2025–Dec 31, 2027 | Mar 1, 2028 (subject to continued employment) | Quarterly over 3 years beginning Jun 1, 2025 |
Performance realization:
| Item | Result |
|---|---|
| 2022 PSU tranche (company-wide metric) rTSR percentile and payout | 98.65 percentile; 200% payout |
| Shares vested for McCaffrey and value realized (Mar 1, 2025) | 51,728 shares; $9,191,548 value at $177.69/share |
Equity Ownership & Alignment
| Ownership Metric (as of dates shown) | Quantity | Notes |
|---|---|---|
| Beneficially owned shares (Mar 31, 2025) | 69,644; <1% of outstanding | Includes rights to acquire 1,214 shares within 60 days |
| Unvested RSUs at 12/31/2024 | 3,644 (6/2/2021); 8,083 (2/28/2022); 14,691 (2/24/2023); 17,705 (2/29/2024) | Market value per line item provided at $197.37/share |
| Unearned PSUs at target at 12/31/2024 | 25,864 (2022 grant); 26,116 (2023 grant); 23,606 (2024 grant) | Vest based on rTSR vs Nasdaq Internet Index |
| Options (exercisable/unexercisable) | None disclosed for McCaffrey | — |
| Hedging/Pledging | Prohibited for executives; no pledging allowed | |
| Ownership guidelines | 2x base salary for executives (CEO 6x); compliance or on track by deadlines |
Upcoming vesting and potential selling pressure:
- 2024 RSUs vest quarterly through Q2 2027 (commenced Jun 1, 2024) .
- 2025 RSUs vest quarterly through Q2 2028 (commence Jun 1, 2025) .
- 2024 PSUs cliff vest Mar 1, 2027; 2025 PSUs cliff vest Mar 1, 2028; earned shares subject to rTSR outcome and could create material share deliveries and potential sales around vest dates .
Employment Terms
Change-in-control and severance framework (double-trigger CIC; no tax gross‑ups):
| Scenario (as of 12/31/2024) | Cash Severance | Bonus Severance | Equity Acceleration | COBRA (est.) | Total |
|---|---|---|---|---|---|
| Terminated without cause / for good reason, outside CIC period | $525,000 | — | — | $17,053 | $542,053 |
| Terminated without cause / for good reason, during CIC period | $525,000 | $420,000 (100% target) | $23,626,965 (intrinsic value; PSUs at target) | $17,053 | $24,589,018 |
Policy controls:
- Clawbacks: SEC/NYSE-compliant recoupment policy for accounting restatements plus an additional misconduct-based incentive recovery policy (3-year lookback; fraud/intentional misconduct/gross negligence trigger) .
- Insider trading, hedging, pledging: Prohibits hedging, short sales, derivatives, options, and pledging/margin accounts; Section 16 insiders subject to blackout/pre‑clearance .
- Say‑on‑Pay support: 95% approval in 2024; program designed with high variable pay mix and rTSR PSUs and cash metrics (Revenue, Bookings, NEBITDA, uFCF) .
- Compensation peer group: Benchmarking against relevant internet/software/platform peers; 2024 group included AKAM, ADSK, DOCU, DBX, EBAY, ETSY, FTNT, GEN, HUBS, NTNX, OTEX, PINS, SHOP, SQSP (later removed), TOST, VRSN, WIX, Z/ZG, ZM; methodology updated for 2025 (adds OKTA, TWLO; removes DBX, ETSY, OTEX) .
Performance & Track Record
- Capital allocation: Oversaw multi-year repurchases (39.4M shares repurchased by 2024; ~23% gross reduction vs 12/31/2021 fully diluted shares) and cost optimization efforts, strengthening FCF profile and balance sheet .
- Operating execution: Delivered NEBITDA margin 31% and uFCF up 20% in 2024, with TSR significantly outpacing the peer index since 2019 .
- Individual achievements: Investor engagement and transparent messaging; refinancing debt on favorable terms; disciplined capital allocation cadence .
Risk indicators & red flags:
- Late Section 16 filing: One late Form 4 for McCaffrey filed Jan 17, 2025 (noted in Delinquent Section 16(a) Reports) .
- No related‑party transactions in 2024; anti‑hedging/anti‑pledging policies mitigate misalignment risks .
Performance Compensation (Detailed)
| Award / Metric | Weighting | Target | Actual | Payout | Vesting |
|---|---|---|---|---|---|
| STIP 2024 Corporate (Revenue, Bookings, NEBITDA, uFCF) | 80% of STIP; 25% each metric | As set per table | Revenue $4.573B; Bookings $5.038B; NEBITDA $1.396B; uFCF $1.506B | 129% corporate payout | Cash paid in 2025 |
| STIP 2024 Individual (McCaffrey) | 20% of STIP | 100% baseline | Achievement 110% | Contributes to total 125.2%; $525,840 | Cash paid in 2025 |
| 2024 PSUs (rTSR vs Nasdaq Internet Index) | 50% of LTIP | 50th percentile = 100%; 25th=50%; 85th+=200% cap | TBD after performance period (2024–2026) | TBD; capped at 200% | Cliff vest Mar 1, 2027 |
| 2024 RSUs | 50% of LTIP | N/A (time‑based) | N/A | N/A | Quarterly over 3 years beginning Jun 1, 2024 |
| 2022 PSUs (company-wide) | Prior LTIP | rTSR curve as above | 98.65 percentile | 200% payout | Vested Mar 1, 2025 (McCaffrey: 51,728 shares; $9.19M) |
Investment Implications
- Alignment: High proportion of variable pay with rigorous cash (Revenue, Bookings, NEBITDA, uFCF) and market-relative rTSR metrics plus strict anti‑hedging/pledging and robust clawbacks support pay‑for‑performance and investor alignment .
- Retention vs. selling pressure: Significant unvested RSUs and multi‑year PSU cliffs (2027, 2028) create retention hooks but also predictable vesting calendars that can coincide with selling windows; monitor quarter‑end RSU vesting and early‑March PSU cliff events for potential insider selling activity .
- Change-in-control economics: Double‑trigger CIC yields full equity acceleration plus cash (salary+target bonus), implying meaningful sensitivity to transaction outcomes; outside CIC severance is modest (salary+COBRA only), reinforcing retention absent a deal .
- Execution signals: CFO’s 2024 individual scorecard emphasizes disciplined capital allocation (repurchases, refinancing) and investor communication—positive for FCF compounding and valuation multiples; sustained NEBITDA margin expansion a key driver .
- Governance support: Strong Say‑on‑Pay (95%) and peer benchmarking reduce pay inflation risk; one late Form 4 is a minor compliance blemish but not indicative of systemic governance issues .