Endurance International Group Holdings, Inc. Def 14A 04/21/2014 Proxy Statement Pursuant To Section 14 (A) of The

Endurance International Group Holdings, Inc.
DEF 14A
04/21/2014
Proxy Statement Pursuant to Section 14(a) of the
? Preliminary Proxy Statement
? Confidential, for Use of the Commission

Only (as permitted by Rule 14a-6(e)(2))
? Definitive Proxy Statement
? Definitive Additional Materials
? Soliciting Material Pursuant to ? 240.14a-12
____________________________
Created by Morningstar Document Research.
http://documentresearch.morningstar.com/
DEF 14A
04/21/2014
Proxy Statement Pursuant to Section 14(a) of the
? No fee required.
? Fee computed on table below per Exchange

Act Rules 14a-6(i)(1) and 0-11.
(1) Title of each class of securities to which

transaction applies:
(2) Aggregate number of securities to which

transaction applies:
(3) Per unit price or other underlying value

of transaction computed pursuant to Exchange
Act Rule 0-11 (set forth the amount on which
the filing fee is calculated and state how
it was determined):
(4) Proposed maximum aggregate value of transaction:
(5) Total fee paid:
? Fee paid previously with preliminary materials.
? Check box if any part of the fee is offset

as provided by Exchange Act Rule 0-11(a)(2)
and identify the filing for which the offsetting
fee was paid previously. Identify the previous
filing by registration statement number,
or the Form or Schedule and the date of its
filing.
(1) Amount Previously Paid:
(2) Form, Schedule or Registration Statement

No.:
(3) Filing Party:
(4) Date Filed:
____________________________
DEF 14A
04/21/2014
Summary Compensation
IMPORTANT INFORMATION ABOUT THE ANNUAL 2

MEETING AND VOTING
MANAGEMENT AND CORPORATE GOVERNANCE 6
RELATED PERSON TRANSACTIONS 15
REPORT OF THE AUDIT COMMITTEE 21
EXECUTIVE COMPENSATION 22
PRINCIPAL STOCKHOLDERS 30
PROPOSAL 1 32
PROPOSAL 2 33
OTHER MATTERS 34
____________________________
DEF 14A
04/21/2014
Board of Directors
Name Age
Hari Ravichandran 38
James C. Neary(2)(3) 49
Dale Crandall(1) 72
Joseph P. DiSabato(2)(3) 47
Thomas Gorny 38
Michael Hayford(1) 54
Peter J. Perrone(1) 46
Chandler J. Reedy(1)(3) 33
Justin L. Sadrian(2) 41
____________________________
Position
President, Chief Executive Officer and

Director
Chairman of the Board of Directors
Director
Director
Director
Director
Director
Director
Director
DEF 14A
04/21/2014
Executive Officers Who Are Not Directors
Name Age Position
Kathy Andreasen 48 Chief People Officer
David C. Bryson 61 Chief Legal Officer
Tivanka Ellawala 43 Chief Financial Officer
Ronald LaSalvia 53 Chief Operating Officer
John Mone 44 Chief Information Officer
____________________________
DEF 14A
04/21/2014
Summary Compensation
Name and Principal Position Year Salary
Hari Ravichandran 2013.00 $485,460

President and Chief 2012.00 $400,000
Executive Officer
Tivanka Ellawala 2013.00 $373,317

Chief Financial
Officer
Ronald LaSalvia 2013.00 $353,205

Chief Operating 2012.00 $220,000
Officer
____________________________
Salary Bonus Stock
(1) Awards
(2)
$485,460 ? $12,160,104
$400,000 ? $5,129,813
$373,317 $700,000 $776,849
$353,205 $50,000 $469,572

$220,000 ? $150,000
Option Non-Equity All
Awards Incentive Plan Other
(3) Compensation Compensation
(4)
$18,776,813 $487,500 $20,608,743
? $600,000 ?
$1,525,564 $233,322 $152,868
$1,525,564 $189,983 $7,780

? $181,043 ?
Total
(5) $52,518,620
$6,129,813
(6) $3,761,920
(7) $2,596,104
$551,043
DEF 14A
04/21/2014
Outstanding Equity Awards
Name Number of Number of

Securities Securities
Underlying Underlying
Unexercised Unexercised
Options (#) Options (#)
Exercisable Unexercisable
Hari Ravichandran 113,714
Tivanka Ellawala ?
Ronald LaSalvia ?
____________________________
Number of Option Option
Securities Exercise Expiration
Underlying Price($) Date
Unexercised
Options (#)
Unexercisable
2,615,474 (2) $12.00 10/25/23
221,739 (5) $12.00 10/25/23
221,739 (5) $12.00 10/25/23

Number of Market Value
Shares or of Shares or
Units of Units of Stock
Stock That that Have Not
Have Not Vested ($) (1)
Vested (#)
? ?
461,556 (3) 6,544,864
288,014 (4) 4,084,039
? ?
250,259 (6) 3,548,673
39,131 (8) 554,878
? ?
70,921 (7) 1,005,660
39,131 (8) 554,878

DEF 14A
04/21/2014
Cash Retainers.
Annual retainer fee for service on our Board $80,000

Additional annual retainer fees for committee
service:
Committee chair $20,000
Committee member (other than chair) $10,000
____________________________
DEF 14A
04/21/2014
2013 Eligible Director Compensation
Name Fees Stock

Earned Awards
or Paid in $0
Cash
($) (1)
Dale Crandall $17,260 ?
Thomas Gorny $13,808 $266,664 (4)
Michael Hayford $15,534 ?
Peter Perrone $15,534 ?
Steven K. Sydness ? ?
____________________________
Option All Other Total
Awards(3) Compensation $0
$0 $0
$538,360 ? $555,620
$538,360 ? $818,832
$538,360 ? $553,894
$538,360 ? $553,894
? $80,000 (5) $80,000
DEF 14A
04/21/2014
Equity Compensation Plan Information
Plan Category Number of

Securities to be
Issued Upon
Exercise of
Outstanding
Options and
Rights
Equity Compensation Plans Approved by 6,101,294 (1)
Security Holders
Equity Compensation Plans Not Approved 531,719 (3)
by Security Holders
Total 6,633,013
____________________________
Weighted Number of Securities
Average Remaining Available
Exercise Price for Future Issuance
of Outstanding Under Equity
Options Compensation Plans (4)
$12.00 (2) 11,161,556
N/A ?
$12.00 11,161,556
DEF 14A
04/21/2014
PRINCIPAL STOCKHOLDERS
Name of Beneficial Owner Number of

Shares
Beneficially
Owned
5% Stockholders
Investment funds and entities affiliated 64,678,557

with Warburg Pincus(1)
Investment funds and entities affiliated 20,852,775
with Goldman Sachs(2)
Executive Officers and Directors

Hari Ravichandran(3) 9,247,755
Tivanka Ellawala(4) 372,809
Ronald LaSalvia(5) 225,910
James C. Neary(6) 64,678,557
Dale Crandall ?
Joseph P. DiSabato(7) 20,852,775
Thomas Gorny(8) 2,865,781
Michael Hayford ?
Peter J. Perrone ?
Chandler J. Reedy(6) 64,678,557
Justin L. Sadrian(6) 64,678,557
All executive officers and directors as 98,925,159
a group (14 persons)
____________________________
Percentage of
Shares
Beneficially
Owned
50.10 %
16.20 %
7.20 %
*
*
50.10 %
*
16.20 %
2.20 %
*
*
50.10 %
50.10 %
76.20 %
DEF 14A
04/21/2014
RATIFICATION OF APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
Fee Category 2012.00 2013.00

Audit Fees(1) $565,152 $1,167,723
Audit-Related Fees(2) $130,174 $85,000
Tax Fees(3) $538,201 $1,079,506
Total Fees $1,233,527 $2,332,229
____________________________
DEF 14A
04/21/2014
VOTE BY MAIL
TO VOTE, MARK BLOCKS BELOW IN BLUE OR BLACK

INK AS FOLLOWS:
KEEP THIS PORTION FOR YOUR
DETACH AND RETURN THIS PORT
THIS PROXY CARD IS VALID ONLY WHEN SIGNED
AND DATED.
____________________________
ION FOR YOUR REC
URN THIS PORTION
DEF 14A
04/21/2014
VOTE BY MAIL
The Board of Directors recommends you vote

FOR the following:
1.00 Election of Directors
Nominees
Michael D. Hayford
1
The Board of Directors recommends you vote

FOR the following proposal:
2.00 To ratify the appointment of BDO USA, LLP,

an independent registered public accounting
firm, as our independent auditors for the
year ending December 31, 2014
NOTE: In their discretion, the proxies

are authorized to vote upon such other business
as may properly come before the meeting
or any adjournment thereof.
Please sign exactly as your name(s) appear(s)

hereon. When signing as attorney, executor,
administrator, or other fiduciary, please
give full title as such. Joint owners should
each sign personally. All holders must
sign. If a corporation or partnership,
please sign in full corporate or partnership
name by authorized officer.
Signature [PLEASE SIGN WITHIN BOX]
____________________________
For All
2 Peter J. Perrone
USA, LLP,
accounting
for the
Date
Withhold All For All
Except
? ?
03 Chandler J. Reedy
To withhold authority to vote for any individual
nominee(s), mark ?For All Except? and write
the number(s) of the nominee(s) on the line
below.
For
Signature (Joint Owners) Date

Against Abstain
? ?
Date
DEF 14A
04/21/2014
VOTE BY MAIL
Important Notice Regarding the Availability

of Proxy Materials for the Annual Meeting:
The Annual Report, Notice and Proxy Statement
is/are available at www.proxyvote.com .
____________________________
ings, Inc.
ce Regarding the Availability

ials for the Annual Meeting:
ort, Notice and Proxy Statement
le at www.proxyvote.com .
ENDURANCE INTERNATIONAL GROUP HOLDINGS,

INC.
Annual Meeting of Stockholders
June 5, 2014 3:00 PM Eastern Time
This proxy is solicited by the Board of Directors
The stockholder(s) hereby appoint(s)

Hari Ravichandran, Tivanka Ellawala and
David Bryson, or any of them, as proxies,
each with the power to appoint his substitute,
and hereby authorizes them to represent
and to vote, as designated on the reverse
side of this ballot, all of the shares of
Common stock of ENDURANCE INTERNATIONAL
GROUP HOLDINGS, INC. that the stockholder(s)
is/are entitled to vote at the Annual Meeting
of Stockholders to be held at 3:00 PM, ET
on June 5, 2014, at the Boston Marriott Burlington,
One Burlington Mall Road, Burlington,
MA 01803, and any adjournment or postponement
thereof. For directions to our Annual Meeting
of Stockholders, please visit our website
at http://ir.enduranceinternational.com/events.cfm.
This proxy, when properly executed, will

be voted in the manner directed herein.
If no such direction is made, this proxy
will be voted in accordance with the recommendations
of the Board of Directors.
Continued and to be signed on reverse side

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Endurance International Group Holdings, Inc. Def 14A 04/21/2014 Proxy Statement Pursuant To Section 14 (A) of The

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Copyright:

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Endurance International Group Holdings, Inc.

Proxy Statement Pursuant to Section 14(a) of the

? Preliminary Proxy Statement

? Confidential, for Use of the Commission

? Definitive Proxy Statement

? Definitive Additional Materials

? Soliciting Material Pursuant to ? 240.14a-12

Proxy Statement Pursuant to Section 14(a) of the

? Fee computed on table below per Exchange

(1) Title of each class of securities to which

(2) Aggregate number of securities to which

(3) Per unit price or other underlying value

(4) Proposed maximum aggregate value of transaction:

(5) Total fee paid:

? Fee paid previously with preliminary materials.

? Check box if any part of the fee is offset

(1) Amount Previously Paid:

(2) Form, Schedule or Registration Statement

(4) Date Filed:

IMPORTANT INFORMATION ABOUT THE ANNUAL 2

MANAGEMENT AND CORPORATE GOVERNANCE 6

RELATED PERSON TRANSACTIONS 15

REPORT OF THE AUDIT COMMITTEE 21

President, Chief Executive Officer and

Chairman of the Board of Directors

Executive Officers Who Are Not Directors

Name Age Position

Kathy Andreasen 48 Chief People Officer

David C. Bryson 61 Chief Legal Officer

Tivanka Ellawala 43 Chief Financial Officer

Ronald LaSalvia 53 Chief Operating Officer

John Mone 44 Chief Information Officer

Name and Principal Position Year Salary

Hari Ravichandran 2013.00 $485,460

Tivanka Ellawala 2013.00 $373,317

Ronald LaSalvia 2013.00 $353,205

$373,317 $700,000 $776,849

$353,205 $50,000 $469,572

$1,525,564 $233,322 $152,868

$1,525,564 $189,983 $7,780

Outstanding Equity Awards

Name Number of Number of

Hari Ravichandran 113,714

2,615,474 (2) $12.00 10/25/23

221,739 (5) $12.00 10/25/23

221,739 (5) $12.00 10/25/23

461,556 (3) 6,544,864

288,014 (4) 4,084,039

250,259 (6) 3,548,673

39,131 (8) 554,878

70,921 (7) 1,005,660

39,131 (8) 554,878

Annual retainer fee for service on our Board $80,000

2013 Eligible Director Compensation

Name Fees Stock

Equity Compensation Plan Information

Plan Category Number of

$12.00 (2) 11,161,556

Name of Beneficial Owner Number of

Investment funds and entities affiliated 64,678,557

Executive Officers and Directors

RATIFICATION OF APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

Fee Category 2012.00 2013.00