Roger Chen
GoDaddyAbout Roger Chen
Roger Chen, 54, is GoDaddy’s Chief Operating Officer (COO) since January 2022, with prior leadership roles spanning Asia and domains businesses since 2015 . Company performance during 2024 provides the pay-for-performance context: revenue $4.6B (+8% y/y), bookings $5.0B (+9% y/y), NEBITDA $1.4B (+23%, 31% margin) and unlevered FCF $1.5B (+20% y/y) . Relative TSR for the 2022 PSU cycle paid out at 200% (98.65th percentile vs Nasdaq Internet Index), evidencing strong stockholder returns over the 2022–2024 period . GoDaddy’s 2024 say‑on‑pay received ~95% approval, signaling investor support for the compensation program .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| GoDaddy | Chief Operating Officer | Jan 2022–present | Enterprise execution, operational efficiency, scalable growth initiatives |
| GoDaddy | President, Domain Registrars & Investors Business | Jan 2020–Jan 2022 | Drove growth and execution rhythm across domains segment |
| GoDaddy | SVP, Asia Pacific | Mar 2018–Jan 2020 | Regional leadership; laid groundwork for Asia expansion |
| GoDaddy | VP, Asia | Jun 2015–Mar 2018 | Built GoDaddy’s Asia presence and operating model |
Fixed Compensation
| Metric | 2022 | 2023 | 2024 |
|---|---|---|---|
| Base Salary ($) | $496,393 | $513,905 | $516,679 (SGD 690,000 converted at ~$1/SGD 0.75) |
| Other Compensation ($) | $178,273 | — | — |
| Total Fixed ($) | $674,666 | $513,905 | $516,679 |
Notes:
- Chen’s base salary is set in SGD with annual review for FX changes; intent is USD-equivalent $500,000 .
Performance Compensation
Annual Incentive (STIP) – Design and 2024 Outcomes
| Component | Weighting | Target | Actual | Payout |
|---|---|---|---|---|
| Corporate: Revenue | 25% | $4.480B–$4.600B | $4.573B | 116% |
| Corporate: Bookings | 25% | $4.942B–$5.092B | $5.038B | 100% |
| Corporate: NEBITDA | 25% | $1.299B–$1.334B | $1.396B | 150% |
| Corporate: uFCF | 25% | $1.400B–$1.500B | $1.506B | 150% |
| Corporate Component (weighted) | 80% | — | — | 129% |
| Individual Component (Chen) | 20% | Pre-set operational goals | Execution against efficiency, partnerships model, velocity | 120% |
| Total STIP Achievement (Chen) | — | — | — | 127.2% |
| 2024 Bonus Paid (Chen) | — | — | — | $523,441 (Target SGD 552,000; USD converted ~$1/SGD 0.75) |
STIP mechanics: corporate metrics capped at 150%; individual component historically ≤200% payout; Chen’s target bonus set at 80% of base salary .
Long-Term Incentive (LTIP) – Structure
- Mix: 50% PSUs (rTSR vs Nasdaq Internet Index), 50% RSUs; PSUs measured over 3 years (cliff), RSUs vest quarterly over 3 years .
- 2024 Awards (granted 2/29/2024): $5,000,000 total; 23,606 target PSUs; 23,606 RSUs .
- 2022 PSU Cycle Result: rTSR at 98.65th percentile; 200% payout; Chen vested 51,728 PSUs on 3/1/2025, value $9,191,548 (at $177.69) .
- 2025 Awards: $10,000,000 total; 24,589 target PSUs; 24,589 RSUs (PSUs performance period 1/1/2025–12/31/2027; vest 3/1/2028) .
Multi-Year Compensation Summary
| Metric | 2022 | 2023 | 2024 |
|---|---|---|---|
| Stock Awards ($) | $6,005,449 | $4,761,208 | $6,858,723 |
| Non-Equity Incentive ($) | $242,465 | $418,609 | $523,441 |
| Total Compensation ($) | $6,922,580 | $5,791,500 | $7,898,843 |
Equity Ownership & Alignment
- Beneficial Ownership: 201,022 shares as of 3/31/2025; <1% of shares outstanding; right to acquire within 60 days: 3,083 (options) .
- Outstanding Equity (12/31/2024):
- Options: 3,083 exercisable at $70.17; expiration 2/27/2030 .
- Unvested RSUs: 1,229 ($242,568), 2,317 ($457,306), 8,083 ($1,595,342), 14,691 ($2,899,563), 17,705 ($3,494,436) — market values at $197.37 .
- Unearned PSUs: 25,864 ($5,104,778), 26,116 ($5,154,515), 23,606 ($4,659,116) — values at $197.37 assuming target .
- Ownership Guidelines: Executives must hold ≥2x base salary (CEO: 6x); all execs in compliance or on track by deadline (Dec 31, 2025 for legacy; 5 years from start for new) .
- Hedging/Pledging: Prohibited for officers; Section 16 insiders subject to pre-clearance and blackout policies; no tax gross-ups; clawback policies compliant with SEC/NYSE and broader recovery triggers .
Employment Terms
| Provision | Key Term |
|---|---|
| Base Currency | Salary denominated in SGD; intended USD-equivalent $500,000; FX reviewed for material changes |
| CIC/Severance Form | Double-trigger CIC agreement adopted for executives; initial 3-year term; auto-renew; term extends 18 months post-CIC; restrictive covenants and release required; 280G “best-net” cutback (no excise tax gross-ups) |
| CIC Termination – Cash | Salary severance: $516,376; Bonus severance: $413,343 (target); COBRA: none for Chen |
| CIC Termination – Equity | Full acceleration of all outstanding equity (performance at ≥target vs actual) — intrinsic value $23,607,623; Total package $24,537,342 |
| Non‑CIC Termination – Cash | Salary severance: $516,376; no bonus severance; COBRA: none |
| Non‑CIC Termination – Equity | No automatic acceleration (CEO has limited acceleration provisions; Chen follows CIC form) |
Track Record and Execution
- 2024 individual achievements cited for Chen: set execution rhythm; beat expectations on bookings/margins; drove operational efficiency; redefined partnerships model to accelerate velocity and risk-managed execution .
- 2024 realized equity vesting: 73,929 shares vested, value $9,594,954; no option exercises in 2024 .
- 2022 PSU vest in Mar-2025 created incremental deliverable shares (51,728) at $9.19M value .
Compensation Structure Analysis
- Mix remains highly variable and equity-heavy; RSU/PSU balance promotes retention and shareholder alignment (50/50) .
- Year-over-year: higher stock awards and cash incentive aligned with stronger corporate performance in 2024 (NEBITDA +23%, uFCF +20%) .
- Performance metrics shifted for 2025 STIP to bookings and NEBITDA to sharpen focus on growth-quality and profitability; detailed targets to be disclosed in 2026 proxy .
- Governance safeguards: clawbacks, anti-hedging/pledging, double-trigger CIC; strong investor support (95% say-on-pay in 2024) .
Investment Implications
- Alignment: Significant unvested RSUs/PSUs and strict ownership/anti-hedging rules align Chen with long-term TSR; PSU design caps payouts and emphasizes peer-relative performance .
- Vesting/Supply Dynamics: Quarterly RSU vesting plus Mar‑2025 PSU vest (51,728 shares) can create episodic supply; 2024 vesting of 73,929 shares evidences cadence, though Form 4 sales are not disclosed here .
- Retention/Change‑of‑Control: CIC package for Chen (~$24.5M including equity acceleration) and annual equity refresh ($10M in 2025) reduce near-term departure risk; double‑trigger terms mitigate single‑trigger windfalls .
- Pay-for-Performance: STIP paid 127.2% driven by balanced growth/profit metrics; 2022 PSU max payout at 200% reflects outperformance on rTSR vs internet peers; investor support (95% say‑on‑pay) lowers governance overhang .