DEF 14A of Akamai Technologies Inc, Mar 31, 2026

DEF 14A of Akamai Technologies Inc

Filed Mar 31, 2026 · FY20250001086222-26-000042

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  1. Nominees for Director for Terms That Will Expire in 2027

    Nominees for Director for Terms That Will Expire in 2027

  2. Nominees for Director for Terms That Will Expire in 2027

    | Janaki Akella, age 65 Director since 2025 Audit Committee, Finance Committee | Digital Transformation leader in various roles at Google LLC, a multinational technology company specializing in search and advertising services on the internet, from 2017 to 2023, most recently serving as Chief of Business Operations, Director, Ads Privacy and Safety, from 2020 to 2023 Various roles at McKinsey & Company, a strategy and management consulting firm, from 1999 to 2016, most recently serving as principal Other Current Boards Southern Company (NYSE: SO), an American gas and electric utility holding company SLM Corporation (NASDAQ: SLM), the private education lender more commonly known as Sallie Mae Fractal.ai, an enterprise AI company supporting large global enterprises with data-driven insights and assisting them in their decision-making through end-to-end AI solutions | | Deep expertise in cloud computing, cybersecurity and AI, as well as general management and strategy consulting experience Experience advising executives and boards on technology strategy, scaling data-driven business and digital risk management Enhances Board’s focus on security innovation, automation and next-generation cloud solutions, areas central to Akamai’s growth strategy | |

  3. Nominees for Director for Terms That Will Expire in 2027

    | Sharon Bowen, age 69 Director since 2021 Audit Committee, ESG Committee | Commissioner of the United States Commodity Futures Trading Commission from June 2014 until retirement in September 2017 Senior Associate and Partner at the law firm Latham & Watkins between 1988 and May 2014 Other Current Boards Chair of the New York Stock Exchange, a subsidiary of Intercontinental Exchange, Inc. Intercontinental Exchange, Inc. (NYSE: ICE), a provider of marketplace infrastructure, data services and technology solutions for a diverse set of asset classes Neuberger Berman Group, a private investment management firm | | Deep regulatory, securities, market risk and public policy expertise Corporate finance, mergers and acquisitions, strategic transactions and corporate governance expertise from her role as a partner at a global law firm Experience leading ESG initiatives and programs | |

  4. Nominees for Director for Terms That Will Expire in 2027

    | Marianne Brown, age 67 Director since 2020 Audit Committee, Finance Committee Chair | Retired former executive at Fidelity National Information Services, Inc. (“FIS”), a global financial services technology company, where she was Corporate Executive Vice President and Co-Chief Operating Officer from January 2018 through December 2019 Chief Operating Officer, Institutional and Wholesale Business of FIS from December 2015 through December 2018, when FIS acquired SunGard Financial Systems LLC, a financial software and technology services company Other Current Boards The Charles Schwab Corporation (NYSE: SCHW), an investment services firm Northrop Grumman Corp (NYSE: NOC), an aerospace and defense technology company International Business Machines Corporation (NYSE: IBM), a multinational technology company Prior Public Company Boards in Last 5 Years VMWare, Inc. a provider of cloud computing and virtualization software and services | | Extensive leadership experience in technology sales and product management to provide insight into the likely perspectives of Akamai’s current and potential customers Executive oversight of go-to-market initiatives and organizational and investment strategy Demonstrated ability to execute and integrate acquisitions and drive operational efficiency | |

  5. Nominees for Director for Terms That Will Expire in 2027

    | Bas Burger, age 55 Director since 2025 TL&C Committee, ESG Committee | Executive at BT Group, a British multinational telecommunications company, in a variety of roles around the world since 2008, most recently serving as the CEO of BT International, the division of BT Group that delivers data, voice, security and cloud connectivity solutions to multinational organizations, from April 2025 until February 2026 | | Deep knowledge of telecommunications and network services gained through decades of industry leadership Proven track record in driving global sales, channels and go-to-market partnerships and addressing customers’ digital transformation and networking challenges Offers valuable guidance on international markets, large enterprise customer needs and evolving digital infrastructure trends | |

  6. Nominees for Director for Terms That Will Expire in 2027

    | Dan Hesse, age 72 Director since 2016 Board Chair since 2021 TL&C Committee, ESG Committee | Former President and CEO, Sprint Corporation, a telecommunications provider, from December 2007 to August 2014 Other Current Boards PNC Financial Services Group, Inc. (NYSE: PNC), a financial institution Prior Public Company Boards in Last 5 Years Tech and Energy Transition Corporation, a non-operating special purpose acquisition company that was subsequently dissolved | | Insight into mobile and telecommunications industry affords important insight into strategy deliberations Experience as a chief executive officer enables him to advise on leadership, management and operational issues Leverages experience overseeing a large, complex technology company to provide valuable guidance and perspective Understanding of corporate governance issues | |

  7. Nominees for Director for Terms That Will Expire in 2027

    | Tom Killalea, age 58 Director since 2018 Audit Committee, Finance Committee | Founder and President, Aionle LLC, a consulting firm, from November 2014 to December 2021 VP Technology for the Kindle Content Ecosystem, Amazon.com, a multi-national technology company from 2008 to 2014 Other Current Boards Capital One Financial Corp. (NYSE: COF), a financial services company Chair of MongoDB, Inc. (NASDAQ: MDB), a database technology company Satellogic Inc. (NASDAQ: SATL), an earth observation company | | Professional focus on internet security issues, a key area of emphasis in Akamai’s strategic plan Deep experience with cloud computing industry, a key potential area of growth for Akamai Experience with digital innovation and focus on customer experience Understanding of the content delivery network business through his work at Amazon Extensive corporate governance experience serving on several public company boards | |

  8. Nominees for Director for Terms That Will Expire in 2027

    | Tom Leighton, age 69 Director since 1998 | Chief Executive Officer, Akamai, since January 2013 Chief Scientist, Akamai from 1998 to 2012 Professor of Applied Mathematics at the Massachusetts Institute of Technology since 1982 (on leave) | | Co-founder and key developer of the software underlying our platform Unparalleled understanding of our technology and how the internet works Extensive engagement with Akamai’s investors, customers and prospective customers on a global basis Crucial source of industry information, technical and market trends and how Akamai can address those needs Provides the Board with vital information about the strategic and operational challenges and opportunities facing us | |

  9. Nominees for Director for Terms That Will Expire in 2027

    | Jonathan Miller, age 69 Director since 2015 TL&C Committee, ESG Committee | CEO of Integrated Media Co., an investment company, since February 2018 Advisor at Advancit Capital, a venture capital firm focusing on early-stage companies, since January 2018, having previously served as a partner since 2013 Other Current Boards Lee Enterprises, Incorporated (NASDAQ: LEE), a U.S. media and information company Prior Public Company Boards in Last 5 Years Interpublic Group of Companies, a marketing solutions provider (acquired by Omnicom Group in November 2025) Nielsen Holdings plc, a global measurement and data analytics company (acquired by Evergreen Coast Capital Corporation in October 2022) Ziff Davis, Inc. (formerly J2 Global), a vertically focused digital media and internet company | | Insight into the challenges, goals and priorities of media companies such as those that are key current and prospective customers Key participant in the rapid development of the internet as a global platform for video and audio entertainment Deep understanding of the ongoing evolution of digital media Involvement with early-stage media and technology companies gives our management and the Board a window into developments that could shape our industry in the future | |

  10. Nominees for Director for Terms That Will Expire in 2027

    | Madhu Ranganathan, age 61 Director since 2019 Audit Committee Chair, Finance Committee | President and Chief Financial Officer of Open Text Corporation, a provider of enterprise information management solutions, from April 2018 to March 2025 Executive Vice President and Chief Financial Officer for 24/7 Customer, Inc., a provider of customer engagement technology solutions, from June 2008 to March 2018 Other Current Boards TriNet Group (NYSE: TNET), a human resources solutions company Bank of Montreal, a financial services company | | Extensive public-company financial expertise that enables her to qualify as an “audit committee financial expert” (as defined by Commission rules) and advise management and other directors on complex accounting and internal control matters Experience in developing global software and SaaS companies to provide insight from both a customer and an operational perspective Oversight of acquisition programs position her well to participate in the Finance Committee’s oversight of Akamai’s M&A program Understanding of complex global tax matters | |

  11. Nominees for Director for Terms That Will Expire in 2027

    Our Executive Officers Our executive officers as of March 1, 2026 were:

  12. Nominees for Director for Terms That Will Expire in 2027

    | | Tom Leighton, age 69, was elected our Chief Executive Officer in January 2013, having previously served as our Chief Scientist since he co-founded the company in 1998. As discussed above, Dr. Leighton also serves on the Board and, while currently on leave, has been Professor of Applied Mathematics at the Massachusetts Institute of Technology since 1982. From 2003 to 2005, Dr, Leighton served as the Chair of the Presidential Informational Technology Advisory Committee on Cybersecurity, and has received numerous awards and accolades related to science, math, technology and engineering. | | | Aaron Ahola, age 56, was named our Executive Vice President, General Counsel and Corporate Secretary in May 2019. From October 2017 through April 2019, he was Senior Vice President, General Counsel and Corporate Secretary. Mr. Ahola joined Akamai in April 2000. During his tenure, he has served in a variety of positions, including as Vice President and Deputy General Counsel from 2011 to 2017 and our Chief Privacy Officer from 2008 until 2017. Prior to joining Akamai, he worked as a corporate and M&A attorney at Ropes & Gray LLP in Boston and Cleary, Gottlieb, Steen & Hamilton LLP in New York. Mr. Ahola currently serves on the Nasdaq Listing and Hearing Review Council. | | | Robert Blumofe, age 61, became our Executive Vice President and Chief Technology Officer in March 2021. From April 2016 through February 2021, he was our Executive Vice President, Platform and General Manager of the Enterprise Division, having previously served as our Executive Vice President – Platform since January 2013. Before taking on that role, Mr. Blumofe served in a variety of positions at Akamai since joining us in 1999, including leading the performance team and developing the Akamai Intelligent Edge Platform. Prior to his employment at Akamai, Mr. Blumofe was an Associate Professor of Computer Science at the University of Texas at Austin. He has been widely published in the areas of algorithms and systems for highly distributed and parallel computing. |

  13. Nominees for Director for Terms That Will Expire in 2027

    | | Paul Joseph, age 52, became our Executive Vice President, Global Sales and Services in March 2021 and gained the added responsibility for the oversight of our Global Services organization in December 2021. Mr. Joseph joined Akamai in January 2000 and has served in a variety of roles during his tenure with us. From September 2018 through February 2021, he was Senior Vice President, Global Sales for our Media and Carrier Division. Between October 2017 and August 2018, he served as Vice President Field Business Development in our Media Division. From March 2016 through September 2017, he was Vice President of our America Channel Sales group. Prior to such roles, he served in business development and account executive roles at Akamai. | | | Adam Karon, age 54, became our Chief Operating Officer and General Manager, Cloud Technology Group in March 2021. He joined Akamai in February 2005 and has served in numerous leadership positions during his tenure with us. From March 2017 through February 2021, he was Executive Vice President and General Manager of the Media and Carrier Division. He served as Senior Vice President, Global Services and Support from January 2014 through February 2017. Prior to joining Akamai, Mr. Karon served as a Client Director for Leftbrain, Inc. and as the Director of Technology for Transportation Components, Inc. | | | Edward McGowan, age 55, became our Executive Vice President and Chief Financial Officer in March 2019 and gained the added responsibility for the oversight of our global IT organization in December 2021. Mr. McGowan began his career at Akamai in 2000 and has served in numerous roles across the organization since that time, including as Senior Vice President, Finance, between September 2018 and February 2019; Senior Vice President, Global Sales Media & Carrier Division from January 2017 through August 2018; and Vice President, Global Carrier Strategy & Sales from April 2013 through December 2016. Before joining Akamai, Mr. McGowan served as Controller for iCast Corporation, a CMGI company. Mr. McGowan also serves as a member of the Board of Directors of WinVest Acquisition Corp. Mr. McGowan is a certified public accountant and started his career in public accounting, working for Arthur Andersen’s High Technology Practice and for PwC in their Transaction Services Group. |

  14. Nominees for Director for Terms That Will Expire in 2027

    | | Kim Salem-Jackson, age 49, became our Executive Vice President and Chief Marketing Officer in March 2021. Ms. Salem-Jackson joined us as Vice President of Global Marketing in August 2017 before being promoted to Senior Vice President Marketing and Corporate Communications in November 2019. Prior to joining Akamai, Ms. Salem-Jackson had been Senior Vice President of Worldwide Marketing and Business Development at Informatica, a provider of enterprise cloud management solutions, from August 2015 to August 2017, after holding a number of management roles at the company since joining it in 2008. Ms. Salem-Jackson started her career serving in a variety of marketing and public relations roles. Ms. Salem-Jackson started her career serving in a variety of marketing and public relations roles. She also serves as a member of the Board of Directors of the Akamai Foundation, a member of Fast Company, a member of the Forbes Communications Council, a member of the WSJ Council, Marketing World 50 and was a founding member of Chief, a network designed to empower women in business and leadership roles. | | | Mani Sundaram, age 50, became our Executive Vice President and General Manager, Security Technology Group in December 2021. Mr. Sundaram began his career at Akamai in February 2007 and has held a variety of positions during his tenure with us. Most recently, he was Executive Vice President Global Services & Support and CIO from November 2018 to December 2021. He also served as Senior Vice President Global Services and Support from March 2017 until November 2018, after serving as Vice President Global Services from January 2015 through February 2017. Prior to Akamai, Mr. Sundaram worked in various roles in engineering, marketing and client services at Virtify Inc. and Stratus Technologies. | | | Anthony Williams, age 52, became our Executive Vice President and Chief Human Resources Officer in January 2020. He joined Akamai in April 2015 as Vice President, Talent Acquisition and Diversity and served in that role until January 2018 when his title became Vice President, International HR, Talent Acquisition & Diversity. Prior to Akamai, Mr. Williams held a wide range of global human resource positions at First Data Corporation (acquired by Fiserv in 2019), Newell Rubbermaid and Time Warner – Turner Broadcasting System. |

  15. Nominees for Director for Terms That Will Expire in 2027

    Security Ownership of Certain Beneficial Owners and Management The following table includes information as to the number of shares of our common stock beneficially owned as of February 20, 2026, by the following: •each person known to us to be the beneficial owner of more than 5% of our outstanding shares of common stock; •each of our directors; •each of our NEOs; and •all of our executive officers and directors as of February 20, 2026 as a group. Share amounts are rounded to the nearest whole share unless otherwise indicated. Beneficial ownership is determined in accordance with the rules of the Commission and includes voting and/or investment power with respect to shares. Unless otherwise indicated below, to our knowledge, all persons named in the table have sole voting and investment power with respect to the shares of common stock identified below, except to the extent authority is shared by spouses under applicable law. Beneficial ownership includes any shares that the person has the right to acquire within 60 days after February 20, 2026, including through the exercise of any stock option or the release, vesting or settlement of other convertible securities. Unless otherwise indicated, the address of each person identified in the table below is c/o Akamai Technologies, Inc., 145 Broadway, Cambridge, Massachusetts 02142. On February 20, 2026, there were 145,013,967 shares of our common stock outstanding.

  16. Nominees for Director for Terms That Will Expire in 2027

    | Name of Beneficial Owner | Number of Shares of Common Stock Beneficially Owned | Percentage of Common Stock Outstanding (%) | | 5% Stockholders | | | | The Vanguard Group (1) | 18,376,759 | 12.7% | | BlackRock, Inc. (2) | 10,026,738 | 6.9% | | Directors | | | | Janaki Akella | 0 | * | | Sharon Bowen (3) | 14,493 | * | | Marianne Brown (4) | 18,201 | * | | Bas Burger | 0 | * | | Monte Ford | 27,036 | * | | Dan Hesse (5) | 34,845 | * | | Tom Killalea (6) | 22,868 | * | | Tom Leighton (7) | 2,759,456 | 1.9% | | Jonathan Miller | 33,806 | * | | Madhu Ranganathan (8) | 12,249 | * | | Ben Verwaayen (9) | 30,080 | * | | Other NEOs | | | | Edward McGowan (10) | 28,428 | * | | Paul Joseph (11) | 49,688 | * | | Adam Karon (12) | 41,199 | * | | Mani Sundaram (13) | 45,936 | * | | All executive officers and directors as of February 20, 2026 as a group (18 persons) (14) | 3,317,206 | 2.3% |

  17. Nominees for Director for Terms That Will Expire in 2027

    *Percentage is less than 1% of the total number of outstanding shares of our common stock. (1)The information reported is based on a Schedule 13G/A filed with the Commission on October 30, 2025 by The Vanguard Group, Inc. (“Vanguard”), which reports its address as 100 Vanguard Boulevard, Malvern, Pennsylvania 19355. Vanguard reports that it holds shared voting power with respect to 840,071 shares, sole dispositive power with respect to 17,169,204 shares and shared dispositive power with respect to 1,207,555 shares. (2)The information reported Is based on a Schedule 13G/A filed with the Commission on January 21, 2026 by BlackRock, Inc. (“BlackRock”), which reports its address as 50 Hudson Yards, New York, New York 10001. BlackRock reports that it holds sole voting power with respect to 9,457,471 shares and sole dispositive power with respect to 10,026,738 shares held by it. (3)Includes 6,215 vested but deferred RSUs. (4)Includes 11,988 vested but deferred RSUs. (5)Includes 16,458 vested but deferred RSUs. (6)Includes 13,938 vested but deferred RSUs. (7)Includes (i) 108,358 shares held by the TBL Foundation of which Dr. Leighton serves as a trustee, (ii) 2,529,963 shares held by the F. Thomson Leighton and Bonnie B. Leighton Revocable Trust dtd 11/3/99 and (iii) 72,000 shares issuable upon the vesting of RSUs within 60 days after February 20, 2026. (8)Includes 3,344 vested but deferred RSUs. (9)Includes 6,372 vested but deferred RSUs. (10)Includes (i) 113 shares held through our 401(k) plan and (ii) 11,550 shares issuable upon the vesting of RSUs within 60 days after February 20, 2026. (11)Includes (i) 153 shares held through our 401(k) plan and (ii) 20,684 shares issuable upon the vesting of RSUs within 60 days after February 20, 2026. (12)Includes (i) 156 shares held through our 401(k) plan and (ii) 25,239 shares issuable upon the vesting of RSUs within 60 days after February 20, 2026. (13)Includes (i) 23,890 shares held by the MMMM Family Living Trust of which Mr. Sundaram serves as a trustee, (ii) 151 shares held through our 401(k) plan and (ii) 21,895 shares issuable upon the vesting of RSUs within 60 days after February 20, 2026. (14)Includes (i) 982 shares held through our 401(k) plan and (ii) 220,092 shares issuable upon the vesting of RSUs within 60 days after February 20, 2026. Board Leadership and Role in Risk Oversight

  18. Risk Oversight

    | Name | Fees Earned or Paid in Cash ($) (1) | Stock Awards ($) (2) | Total ($) | | Janaki Akella (3) | — | 234,397 | 234,397 | | Sharon Bowen (4) | 75,000 | 274,928 | 349,928 | | Marianne Brown (5) | 80,000 | 304,924 | 384,924 | | Bas Burger (6) | — | 234,397 | 234,397 | | Monte Ford (7) | 80,000 | 304,924 | 384,924 | | Dan Hesse (8) | 100,000 | 349,958 | 449,958 | | Tom Killalea (9) | 75,000 | 274,928 | 349,928 | | Jonathan Miller (10) | 75,000 | 274,928 | 349,928 | | Madhu Ranganathan (11) | 80,000 | 304,924 | 384,924 | | Ben Verwaayen (12) | 80,000 | 304,924 | 384,924 | | Bill Wagner (13) | 58,562 | — | 58,562 |

  19. 2025 Executive Compensation Program and Results

    None of our NEOs received a base salary increase in 2025. Annual Bonuses Annual bonuses are performance-based awards that are intended to drive the achievement of and reward key business results. Each year, the TL&C Committee sets a Target Annual Bonus Opportunity for each NEO based upon the NEO’s role and responsibilities, internal equity considerations and peer group data. In addition, the TL&C Committee believes that the Target Annual Bonus Opportunity should comprise a more significant portion of an NEO’s target total compensation as the individual’s level of responsibility increases. For each NEO other than Dr. Leighton, whose base salary is $1, his Target Annual Bonus Opportunity is expressed as a percentage of his base salary. Under the 2025 annual incentive program, each NEO had the opportunity to earn between 0% and 200% of his Target Annual Bonus Opportunity based on performance against pre-determined financial targets. The TL&C Committee believes that these goals and objectives encourage a balanced focus on revenue growth and profitability. Consistent with prior years since 2021, the 2025 annual incentive program incorporates a payout modifier based on our achievement against designated objectives established by the TL&C Committee. The objectives are centered on human capital and environmental sustainability metrics. If management exceeds these objectives, the bonus earned based on the financial metrics is increased by up to 10% (for a maximum aggregate bonus payout opportunity of 220% of target); if management fails to meet the objectives or only partially meets the objectives, the bonus earned based on the financial metrics is decreased by up to 10%. Consistent with prior years, earned 2025 annual incentives for the NEOs were paid entirely in shares of our common stock in lieu of cash to further align compensation with stockholder interests. The table below reflects the structure, goals and outcomes of the 2025 annual incentive program. For performance at intermediate achievement levels not specified in the chart, the amount paid is calculated based on where actual performance falls proportionately between the two identified tiers. The overall payout percentage against the Target Annual Bonus Opportunity, excluding the effect of the bonus modifier, was 149.2% due to performance on revenue (adjusted for foreign exchange) and non-GAAP operating income that fell between target and maximum levels. A description of revenue (adjusted for foreign exchange) and non-GAAP operating income are provided below under the section titled “Financial Metrics Definitions.”

  20. 2025 Executive Compensation Program and Results

    | Metric | % Weighting | | 2025 Threshold (0% payout) (millions) | 2025 Target (100% payout) (millions) | 2025 Maximum (200% payout) (millions) | 2025 Actual (millions) | Payout % Against Target | | Revenue (adjusted for foreign exchange)* | 50% | Revenue is a fundamental measure of our success at selling our solutions, innovating and competing in the marketplace. | $3,693.3 | $4,103.7 | $4,514.1 | $4,137.6 | 108.3% | | Non-GAAP Operating Income* | 50% | Non-GAAP operating income is an indicator of profitability that eliminates the effects of events that either are not part of our core operations or are non-cash; we use it as a component of the annual bonus plan to align our NEOs’ interests with those of our investors. | $1,015.8 | $1,128.6 | $1,241.5 | $1,230.3 | 190.1% | | Overall Payout as a % Against Target (excluding effect of ESG modifier) | | | | | | | 149.2% |

  21. 2025 Executive Compensation Program and Results

    *Refer to “Financial Metrics Definitions” below for an explanation of the calculation of this measure. Following year end, management provided the TL&C Committee with a performance assessment relative to the bonus modifier objectives established by the TL&C Committee. Following review of the performance assessment, the TL&C Committee determined a score of positive 1.39 percentage points, resulting in a final bonus funding, factoring the bonus modifier, of 151.3% of target. This was calculated by increasing the 149.2% reflected in the table above by the positive 1.39% modifier (or, in other words, by multiplying 149.2% by 101.39%). The table below shows each NEO’s target bonus as a percentage of base salary (if applicable), target bonus payout for 2025 and actual bonus earned for 2025. The target bonus payout is calculated by multiplying the NEO’s base salary by his target bonus percentage (if applicable). The actual bonus earned is calculated by multiplying the NEO’s target bonus payout by our overall payout percentage, which was 151.3% for 2025 as described above.

  22. 2025 Executive Compensation Program and Results

    | Name | 2025 Target Bonus Percentage | 2025 Target Payout | 2025 Actual Bonus Earned | | Dr. Leighton | *Not applicable | $1,500,000 | $2,268,956 | | Mr. McGowan | 85% | $454,750 | $687,872 | | Mr. Joseph | 100% | $520,000 | $786,571 | | Mr. Karon | 100% | $570,000 | $862,203 | | Mr. Sundaram | 80% | $400,000 | $605,055 |

  23. 2025 Executive Compensation Program and Results

    *In accordance with the terms of his annual incentive plan, Dr. Leighton’s 2025 annual bonus is not based on a percentage of his base salary of $1. Long-Term Equity Incentives We believe that long-term equity-based compensation grants motivate and reward strong corporate performance and drive long-term value creation for stockholders. In addition, these awards assist in attracting and retaining our NEOs. The chart below explains why we granted each award type to our NEOs in 2025.

  24. 2025 Executive Compensation Program and Results

    | Type of RSU | Why We use This Type of RSU | Vesting Schedule | Weighting | | Time-Vesting RSUs | Vesting based on continued employment; help retain our NEOs and incentivize them to enhance stockholder value. | 1/3 annually over 3 years | 50% | | PRSUs | Vesting based on performance against specific financial metrics; align our NEOs’ compensation with our corporate performance. | 3-year cliff* | 20% | | Relative TSR-Based RSUs | Vesting based on our stock price performance relative to a defined peer group; align our NEOs’ compensation with how our stock price has performed relative to the S&P 500 Index, which we refer to as the Index Group, enhancing the alignment of management and investor interests. | 3-year cliff* | 30% |

  25. 2025 Executive Compensation Program and Results

    *PRSUs have three one-year performance periods and are eligible to be earned following completion of each such one-year performance period and the TL&C Committee’s certification of Akamai’s financial results after the end of each such performance period. Any earned portion of the PRSUs cliff vests at the end of the final performance period. Relative TSR-Based RSUs are eligible to be earned and vest following completion of a three-year performance period and the TL&C Committee’s certification of Akamai’s financial results after the end of such three-year performance period. In increasing 2025 equity target award opportunities, the TL&C Committee considered market‑competitive compensation in combination with each NEO’s performance, scope of role, leadership and the need to retain critical talent during our ongoing business transformation. The table below shows 2025 grant-date target long-term equity incentive values for our NEOs and the allocation of target value among the long-term equity awards granted to our NEOs:

  26. 2025 Executive Compensation Program and Results

    | Name | Value of Time-Vesting RSUs | Target Value of PRSUs | Target Value of Relative TSR-Based RSUs | Total | | Dr. Leighton | $6,885,000 | $2,754,000 | $4,131,000 | $13,770,000 | | Mr. McGowan | $2,505,000 | $1,002,000 | $1,503,000 | $5,010,000 | | Mr. Joseph | $2,030,000 | $812,000 | $1,218,000 | $4,060,000 | | Mr. Karon | $3,180,000 | $1,272,000 | $1,908,000 | $6,360,000 | | Mr. Sundaram | $2,200,000 | $880,000 | $1,320,000 | $4,400,000 |

  27. 2025 Executive Compensation Program and Results

    PRSUs. Each NEO has the opportunity to earn between 0% and 200% of his target PRSUs based on achievement against annual revenue (adjusted for foreign exchange) and non-GAAP earnings per share performance targets for each of 2025, 2026 and 2027. A description of revenue (adjusted for foreign exchange) and non-GAAP earnings per share are provided below under the section titled “Financial Metrics Definitions.” Achievement below the threshold level would mean that no PRSUs are earned or become eligible to vest with respect to that performance period; achievement at or above the maximum level would mean that 200% of the target number of PRSUs are earned and become eligible to vest. One-third of an NEO’s 2025 PRSUs may be earned over each one-year period. At the beginning of each year, the TL&C Committee sets the performance targets for the year. After the conclusion of the year, the TL&C Committee certifies achieved performance for that year. Vesting of earned PRSUs granted in 2025 does not, however, occur until the date of the TL&C Committee’s certification of results for 2027. In structuring our PRSUs, the TL&C Committee considered the difficulties involved in establishing long-term performance goals in our industry, where traffic and other trends are outside of our control and highly unpredictable. The TL&C Committee also carefully considered the implications of using one-year performance periods, as opposed to a single three-year period, and determined that the current approach was best aligned with our business realities and is supported by our peer group practice. See “Setting Financial Performance Targets” below for further discussion of how we set these targets. We are intentional in our use of revenue (adjusted for foreign exchange) as a performance metric for both our PRSUs and for our annual bonus plan, because it is a fundamental metric used by investors to assess our performance across both short- and long-term time horizons. Revenue growth is also key to both our short- and long-term strategic plans. Because the PRSUs are dependent upon annual financial goals that are established during each annual period, the values reported in the Summary Compensation Table below are different than the target values set forth in the tables above. The Summary Compensation Table includes the first tranche of the 2025 awards, the second tranche of the 2024 awards and the third and final tranche of the 2023 awards, each of which is earned and becomes eligible to vest based on annual financial goals for 2025. FASB ASC Topic 718 requires that the value of the PRSUs reported in the Summary Compensation Table include only that portion of the value of the PRSUs for which annual financial performance metrics were established during fiscal year 2025 based on probable achievement of such metrics. As a result, for the 2025 PRSUs, the Summary Compensation Table does not include the value of the PRSUs that are eligible to be earned based on the annual financial metrics for fiscal year 2026 or fiscal year 2027. Such amounts will be included in the Summary Compensation Table for fiscal year 2026 and fiscal year 2027, respectively, when the applicable annual financial metrics are established. The chart below shows the applicable 2025 performance metrics for the first tranche of 2025 PRSU awards, the second tranche of 2024 PRSU awards and the third tranche of our 2023 PRSU awards, together with our achievement against them. For performance at intermediate achievement levels not specified in the chart, the amount paid is calculated based on where actual performance falls proportionately between the two identified tiers. 2025 PRSU Targets and Results

  28. 2025 Executive Compensation Program and Results

    | Metric | % Weighting | Why We Use This Metric | 2025 Threshold (0% payout) | 2025 Target (100% payout) | 2025 Maximum (200% payout) | 2025 Actual | Achievement % Against Target | % of PRSUs Earned Against Target | | Revenue (adjusted for foreign exchange)* | 50% | Revenue is a fundamental measure of our performance against our long-term growth strategy. | $3,693.3 | $4,103.7 | $4,514.1 | $4,137.6 | 100.8% | 108.3% | | Non-GAAP Earnings per Share* | 50% | Non-GAAP earnings per share is an indicator of profitability that eliminates the effects of events that either are not part of our core operations or are non-cash as well as the impact of income taxes; we use it as a performance target to align our NEOs’ interests with those of our investors. | $5.57/per share | $6.19/per share | $6.81/per share | $6.99/per share | 112.9% | 200.0% | | Overall Payout as a % Against Target | | | | | | | | 154.1% |

  29. 2025 Executive Compensation Program and Results

    *Refer to “Financial Metrics Definitions” below for an explanation of the calculation of this measure. Relative TSR-Based RSUs. Each NEO has the opportunity to earn between 0% and 200% of his target relative TSR-Based RSU award based on the three-year performance of our stock price relative to that of companies in the Index Group. The number of relative TSR-Based RSUs that are earned and vest is based upon the percentile ranking of our TSR within the Index Group at the conclusion of the three-year performance period ending on December 31, 2027. TSR is calculated on a per share basis as the quotient of (i) (Ending Price plus Dividends per Share Paid minus Beginning Price), divided by (ii) the Beginning Price, where Ending Price means the average closing stock price of one share of common stock over the 90 trading days immediately preceding January 1, 2028; Dividends per Share Paid means cumulative dividends per share of common stock paid between January 1, 2025 through December 31, 2027, if any (and are assumed to be reinvested); and Beginning Price means the average closing stock price of one share of common stock over the 90 trading days immediately preceding January 1, 2025. Relative TSR-Based RSUs granted in 2025, to the extent earned, will vest following the TL&C Committee’s certification of our financial results for 2027. For every percentile by which our ranking within the Index Group exceeds the 50th percentile, the number of relative TSR-Based RSUs eligible to vest will increase by 4% of the target, up to a maximum of 200% of the target if our TSR ranking is at or above the 75th percentile. For every percentile by which our ranking within the Index Group is below the 50th percentile, the number of relative TSR-Based RSUs eligible to vest will decrease by 3%, with no payout if our TSR ranking is below the 25th percentile. This is illustrated below.

  30. 2025 Executive Compensation Program and Results

    | Akamai’s TSR Performance Stated as a Comparative Percentile Ranking Within the Index Group | Percentage Payout Against Target Number of Shares | | Lower than 25th | 0% | | 25th | 25% | | 50th | 100% | | 75th | 200% | | Higher than 75th | 200% |

  31. 2025 Executive Compensation Program and Results

    The chart below shows target performance, achieved performance and percent of target earned with respect to relative TSR-Based RSU awards granted in 2023 and earned over the three-year period ending December 31, 2025.

  32. 2025 Executive Compensation Program and Results

    | Metric | Why We Use This Metric | Target | 2023-25 TSR | 2023-25 Percentile Ranking | % of Target RSUs Earned | | 2023-2025 TSR Performance | Alignment of share performance with executive compensation | 50th percentile as compared to return for the Index Group | -7.4% | 21st Percentile | —% |

  33. 2025 Executive Compensation Program and Results

    Setting Compensation Levels for our NEOs Each year we establish the base salary, target bonus and equity levels for each NEO based on a review and assessment of the following factors: •each individual’s overall performance; •Company performance; •success in executing against corporate and functional goals; •importance and scope of role; •future potential contributions; •prior background, training and experience; •internal pay equity considerations; •retention concerns; and •practices of companies in our compensation benchmarking and design peer groups. Our philosophy is generally to set each NEO’s target total compensation (i.e., the sum of base salary, target annual incentive bonus and target value of long-term incentives) to provide appropriately competitive compensation relative to similarly situated executives within our peer group. The TL&C Committee does not assign relative weights or rankings to the factors listed above. Rather, the TL&C Committee relies upon the CEO’s recommendations (for NEOs other than the CEO) and the directors’ knowledge and judgment in assessing the various qualitative and quantitative inputs it receives as to each individual and makes compensation decisions accordingly. If our results do not meet our expectations, our NEOs will receive compensation that is below target opportunity levels and may be below market in comparison. Similarly, when superior results are achieved, our NEOs may receive compensation that is above their respective target opportunity level and above market. Setting Financial Performance Targets Revenue and profitability performance targets are used both in our annual bonus plan and our equity incentive plan. We engage in a rigorous and deliberate process in setting those targets, which are set early in the year and are directly linked to our annual operating plan. The performance targets for 2025 were also consistent with the financial guidance we gave to investors on our public earnings call in February 2025. As a result, we believe that the performance targets reflect our goals and expectations for the business, are common performance indicators in our industry and are meaningful to our stockholders. The performance goals are rigorous but achievable without encouraging inappropriate risk-taking. Key factors underlying revenue goals include: •trends in sales of our solutions in prior quarters; •our understanding of how markets for our offerings may be evolving; •information we learn about customer plans; •expectations associated with new product introductions; •assessments about how macro-economic conditions could change; and •changes we have witnessed in the competitive landscape. Profitability goals are set based primarily on: •our revenue expectations; •plans for capital expenditures and hiring; and •expected growth in operating expenses as well as efforts to curtail spending growth. Our performance targets are also adjusted during the year to give effect to acquisitions that occur and to eliminate the impact of foreign exchange rate fluctuations. We carefully set our minimum and maximum target opportunities. Because we primarily derive income from sales of services to customers executing contracts with terms of one year or longer, we have a relatively consistent base level of revenue growth from year to year. The TL&C Committee takes this into account in setting annual performance targets and associated payout levels. A 5%-10% or greater improvement over target revenue (adjusted for foreign exchange) or operating income targets represents excellent performance and is reflected in bonus payments; a 5%-10% or greater shortfall against such targets leads to much lower payouts. For example, the portion of the bonuses attributable to revenue performance are not payable under our annual incentive plan unless revenue (adjusted for foreign exchange) achievement is at least 90% of target. The TL&C Committee approves the performance targets and applicable ranges only after the full Board has met to review, discuss and approve the short- and long-term financial plans for the Company. Once the TL&C Committee has approved performance targets, we set a range of payouts that can be earned by the NEOs based on achieved results against those targets. For annual bonus awards, the payout ranges from 0%-220% of target based on performance against pre-established financial targets and the bonus modifier. For PRSUs and relative TSR-Based RSU awards, the payout ranges from 0%-200% of target based on performance against pre-established financial targets. How We Select and Use Peer Groups The TL&C Committee works closely with our independent compensation consultant to establish the peer groups we use in reviewing and setting executive compensation. We adhere to the following key principles to establish our peer groups: •Consistency – Peer group composition should remain relatively stable year over year. •Competitors – Peer group companies should reflect Akamai’s competitors for executive talent, business and capital. •Similarity in Size – Peer group companies that are used for benchmarking compensation levels should be similar to Akamai in size; we generally consider revenue and market capitalization. •Statistical Validity – Peer group should include enough data points to develop statistically valid data. We expect to include approximately 15-20 companies in our peer group. There are also a number of companies with which we compete for executive talent that are significantly larger than Akamai and, therefore inappropriate for benchmarking NEO compensation levels, but that we believe are still informative from a design perspective. To address this, the TL&C Committee approved and adopted a second peer group of these larger companies for compensation design considerations. Benchmarking Peer Group In September 2024, Compensia and the TL&C Committee made adjustments to our benchmarking peer group as appropriate, taking into consideration our selection criteria and merger and acquisition activity over the past year, and approved the benchmarking peer group set forth below for use with respect to 2025 executive compensation decisions. The TL&C Committee reviewed compensation data for executive officers with comparable positions at these companies to gauge the reasonableness and competitiveness of each of our NEO’s total compensation as well as to inform the design of our programs. Our TL&C Committee typically reviews and establishes our peer group in September for purposes of setting our executive compensation for the following year. Accordingly, our 2025 benchmarking peer group was established in September 2024. Akamai’s revenue for 2024 was $3.99 billion, and our market capitalization at the end of that year was approximately $14 billion. The median 2024 revenue for our benchmarking peer group was approximately $3.8 billion, and the median market capitalization for the group at the end of that year was approximately $17 billion. Looking Ahead 2026: In 2025, our TL&C committee consulted with Compensia and established a benchmarking peer group for the upcoming 2026 year. In doing so, the TL&C Committee made the following changes: they removed Juniper Networks, which was acquired, and Autodesk, which had a significantly larger market capitalization and was a less relevant business fit. Additionally, in examining our business operations and focus for the upcoming year, the TL&C Committee determined to add Logitech and NetApp to our benchmarking peer group for 2026, given that they are similar to Akamai with respect to operations and financial ranges. Design Reference Peer Group

  34. 2025 Executive Compensation Program and Results

    In addition to the benchmarking peer group, the TL&C Committee, in consultation with Compensia, reviewed a design reference peer group to provide further information on overall competitive market design practices. The companies in the design reference peer group consistently provide the greatest challenges for Akamai in competing for talent; however, given that these companies generally are considerably larger than Akamai, we do typically not include them in our benchmarking peer group. The TL&C Committee used data derived from the design reference peer group to inform our incentive plan design, pay mix, long-term incentive vehicles and other practices. The TL&C Committee believes that this information helps us to successfully attract and retain experienced and talented individuals who are critical to our long-term success. We also structure and balance the different elements of compensation to reflect trends across our design reference peer group. Our 2025 design reference peer group consisted of the following companies:

  35. 2025 Executive Compensation Program and Results

    Cloudflare and Zscaler have been removed from the design reference peer group for 2026. Our Executive Compensation Process The TL&C Committee designs our executive compensation program with input from our compensation consultant and our Chief Executive Officer. We establish the annual compensation packages for our executive officers at the beginning of each year after an extensive analysis of competitive trends, assessment of prior compensation programs, consideration of the peer group practices, performance evaluations and investor input, among other factors. The following is an overview of the TL&C Committee’s typical quarterly planning and assessment process, including for executive compensation: Role of the TL&C Committee The TL&C Committee sets the compensation for each of our NEOs and other senior executive officers. It establishes the financial and ESG objectives for performance-based compensation based on Akamai’s operating plans and long-term strategy approved by the Board, and the ESG focus areas recommended by the ESG Committee, and then assesses performance against those targets during, and following, the relevant performance period. For NEOs other than our CEO, the TL&C Committee reviews Dr. Leighton’s evaluation of his direct reports’ performance and establishes compensation levels and opportunities. The full Board evaluates and makes a determination of our CEO’s performance and the TL&C Committee takes this into account when setting his compensation levels and opportunities. The TL&C Committee makes judgments about the role of each executive officer in the pursuit and achievement of our corporate and strategic objectives. Typically, these judgments involve qualitative, rather than quantitative, evaluations of each individual’s past performance and expectations about future contributions. We believe that it is important to reward excellence, leadership and outstanding long-term Company performance through compensation arrangements designed to retain and motivate executive officers while aligning their incentives with continued high levels of performance. In general, annual executive compensation determinations are made at the scheduled TL&C Committee meeting in February of each year. The TL&C Committee approves and grants all equity incentive awards to our NEOs. For 2025, we made such grants at the same time as annual equity grants were made to our non-executive employees in early March. Equity incentive awards to newly-hired executive officers are generally approved at the first regularly-scheduled TL&C Committee meeting following the individual’s date of hire. For retention purposes or to reflect changes in responsibilities or similar events or circumstances, the TL&C Committee may approve equity awards to our executive officers at other times during the year. The TL&C Committee sets a dollar value for each executive RSU award that is granted as part of our compensation program; the number of RSUs granted is determined based on the closing sale price of our stock on the grant date. The TL&C Committee retains, but we do not currently expect that it will exercise in the future, discretion to waive the achievement of stated corporate performance targets as a condition to payment of annual bonuses. Role of our Chief Executive Officer Annually, the Chief Executive Officer evaluates the performance of the other NEOs and sets expectations for their roles in the upcoming year. He makes a recommendation to the TL&C Committee as to salary, bonus and equity incentive compensation for the coming year for these NEOs. With respect to his own compensation, the Chief Executive Officer conducts a self-assessment of prior year performance. The Board (without the participation of the Chief Executive Officer) then discusses and evaluates the Chief Executive Officer’s performance. The TL&C Committee is the ultimate decision-maker with respect to the compensation of our Chief Executive Officer and other NEOs. Role of Independent Compensation Consultants Our TL&C Committee recognizes that there is value in procuring independent, objective expertise and counsel in connection with fulfilling its duties and has the authority to select and retain an independent compensation consultant to assist it in carrying out its responsibilities and duties. The compensation consultant reports directly to the Chair of the TL&C Committee. The TL&C Committee considered advice provided by Compensia in establishing our 2025 executive compensation program. During 2025, representatives of Compensia provided the following services to the TL&C Committee: (i) recommending a peer group of companies, (ii) assisting the TL&C Committee in understanding compensation levels of executive officers in the benchmarking peer group, (iii) assisting the TL&C Committee in understanding compensation design practices of companies in the design reference group, (iv) assisting in a director pay analysis, (v) reviewing the executive compensation risk assessment, (vi) developing a long-term executive compensation strategy, (vii) summarizing market trends and developments and (viii) related services. Compensia has not provided us with any services beyond providing advice on the amount or form of executive and non-employee director compensation. The TL&C Committee determined that Compensia was independent of management and that their work has not raised any conflict of interest. How We Considered the 2025 “Say-on-Pay” Advisory Vote on Executive Compensation The TL&C Committee has consistently strived to balance the need to offer competitive executive compensation with what it believes is in the long-term best interests of Akamai and our stockholders. The TL&C Committee takes seriously stockholder input. We consider that input, best practices and the competitive environment to develop compensation programs that are designed to support our short- and long-term success without encouraging excessive risk-taking. At our 2025 Annual Meeting of Stockholders, we held an advisory vote on our 2024 executive compensation program, and approximately 87% of the votes cast were in support of the program. The TL&C Committee determined that no significant change in the Company’s executive compensation program should be made or recommended to the Board as a result of this advisory vote. Although no changes were implemented for the current year, in prior years we incorporated changes to our executive compensation program in response to investor feedback, including: •introduced equity awards that are earned based on relative TSR performance; •increased the emphasis on relative TSR-Based RSUs from 20% to 30% of the target value of executive equity awards; •eliminated the subjective component of our annual incentive plan; and •changed the reference Index for relative TSR-Based RSUs to better reflect investment attributes that many investors seek when investing in Akamai. How We Evaluate and Address Risk in Our Compensation Policies and Practices Annual Risk Assessment Annually, the TL&C Committee asks management and its compensation consultant to review the potential risks associated with the structure and design of various Akamai compensation plans. The analysis includes assessing executive and non-executive compensation programs, with particular emphasis on incentive compensation plans, including sales compensation, against key risks that our Company faces. Our review takes into account changes in compensation programs, as well as new risks we identify. In addition, our compensation plans and programs operate within strong governance and review structures that serve and support risk mitigation. In particular, we believe the following factors mitigate any components of our compensation programs that may encourage excessive risk-taking: •our pay mix has a significant weighting towards long-term incentive compensation in order to discourage short-term risk-taking;

  36. 2025 Executive Compensation Program and Results

    Effective January 1, 2026, we adopted a retirement policy that applies to all employees of Akamai other than the CEO. The retirement policy is designed to help Akamai manage retirements and leadership transitions by providing eligible employees an incentive to give significant advance notice of their intent to retire. Pursuant to the retirement policy, upon a qualifying retirement from Akamai, and subject to, among other things, the employee providing written notice of intent to retire during a specified enrollment window and by a notice date determined by the TL&C Committee, and the employee’s execution and effectiveness of a separation agreement, including a general release of claims in favor of Akamai, (i) all unvested equity awards held by the employee will remain outstanding and continue to vest in accordance with their terms notwithstanding that the employee is no longer employed by or providing services to Akamai, (ii) for three months following retirement, the employee will have continued access to Akamai’s mental health benefits, subject to the terms of the plans and (iii) the employee will be eligible for retirement counseling pursuant to Akamai’s then-existing plans and policies. The retirement policy further provides that all outstanding equity awards held by an employee who has retired or given notice of retirement will fully accelerate and vest upon a change in control and, in the event that an employee dies following retirement but before such employee’s equity awards have fully vested, such equity awards shall fully vest, with performance based awards deemed earned at the target level of achievement. Code Section 162(m) Considerations Section 162(m) of the Internal Revenue Code of 1986, as amended (“the Code”), generally places a $1 million limit on the amount that a public company may deduct in any one taxable year with respect to compensation paid to a “covered employee.” While the TL&C Committee considers tax deductibility as one of many factors in determining executive compensation, the TL&C Committee will award or modify compensation that it determines to be consistent with the goals of our executive compensation program even if such compensation is not deductible by us. Timing of Grants of Equity Awards Our Company has certain practices related to the timing of the grants of equity awards. Neither the Board nor the TL&C Committee currently takes material nonpublic information into account when determining the timing of equity award grants in order to take advantage of a depressed stock price or an anticipated increase in stock price. Similarly, it is the Company’s practice to not release material nonpublic information based on equity award grant dates or for the purpose of affecting the value of executive compensation. We generally make awards on pre-determined dates. Annual equity awards to eligible employees, including our executives, are typically made on the first Monday in March; annual awards to members of our Board are typically made on the day of the annual stockholders’ meeting; and awards to new hires are typically made to eligible employees on or about the 12th of each month. The grant date for our executive bonus awards, which are paid in stock, is typically in late February after public release of the previous year’s financial results. Akamai did not grant any stock options, stock appreciation rights or similar option-like instruments in 2025. Financial Metrics Definitions Below are definitions of the financial metrics we used in our 2025 performance-based compensation programs: “Revenue (adjusted for foreign exchange)” means revenue calculated in accordance with GAAP, adjusted for the impact of fluctuations in foreign currency exchange rates and other non-recurring or unusual items that may arise from time to time. “Non-GAAP Operating Income” means our annual GAAP operating income adjusted for the following items: amortization of acquired intangible assets, stock-based compensation, amortization of capitalized stock-based compensation, amortization of capitalized interest expense, restructuring charges, acquisition-related costs, legal settlements, the impact of fluctuations in foreign currency exchange rates and other non-recurring or unusual items that may arise from time to time. “Non-GAAP Earnings per Share” means our non-GAAP net income for the applicable fiscal year (adjusted for foreign exchange) divided by our non-GAAP diluted weighted average shares outstanding. Non-GAAP net income per share is GAAP net income adjusted for the following tax-affected items: amortization of acquired intangible assets; stock-based compensation; amortization of capitalized stock-based compensation; acquisition-related costs; legal settlements; restructuring charges; amortization of debt issuance costs; amortization of capitalized interest expense; gains and losses on cost method investments; gains and losses from equity method investment and other non-recurring or unusual items that may arise from time to time. Non-GAAP diluted weighted average shares outstanding are adjusted in non-GAAP per share calculations for the shares that would be delivered to Akamai pursuant to the note hedge transactions entered into in connection with the issuances of an aggregate of $4,140 million of convertible senior notes due 2033, 2029, and 2027 and $1,150 million of convertible senior notes that matured in 2025.

  37. Talent, Leadership and Compensation Committee Report

    | Name and Principal Position | Year | Salary ($)(1) | Bonus ($) | Stock Awards ($) (2)(3)(4) | Non-Equity Incentive Plan Compensation ($) | All Other Compensation ($)(5) | Total ($) | | (a) | (b) | (c) | (d) | (e) | (g) | (i) | (j) | | Dr. Leighton | 2025 | 1 | — | 15,954,171(6) | — | — | 15,954,172 | | Chief Executive Officer | 2024 | 1 | — | 15,064,922(6) | — | — | 15,064,923 | | | 2023 | 1 | — | 13,384,974(6) | — | — | 13,384,975 | | Mr. McGowan | 2025 | 535,000 | — | 5,657,142(6) | — | 6,173 | 6,198,315 | | EVP, Chief Financial Officer and Treasurer | 2024 | 519,538 | — | 5,006,694(6) | — | 6,000 | 5,532,232 | | | 2023 | 515,000 | — | 4,852,329(6) | — | 6,000 | 5,373,329 | | Mr. Joseph | 2025 | 520,000 | — | 4,799,712(6) | — | 9,000 | 5,328,712 | | EVP, Global Sales and Services | 2024 | 504,538 | — | 4,267,755(6) | — | 6,000 | 4,778,293 | | | 2023 | 500,000 | — | 3,847,084(6) | — | 6,000 | 4,353,084 | | Mr. Karon | 2025 | 570,000 | — | 7,146,594(6) | — | 9,000 | 7,725,594 | | COO and General Manager of the Cloud Technology Group | 2024 | 554,539 | — | 6,262,082(6) | — | 6,000 | 6,822,621 | | | 2023 | 550,000 | — | 5,912,653(6) | — | 6,000 | 6,468,653 | | Mr. Sundaram | 2025 | 500,000 | — | 4,933,327(6) | — | 9,000 | 5,442,327 | | EVP and General Manager, Security Technology Group | 2024 | 484,538 | — | 4,477,541(6) | — | 6,000 | 4,968,079 | | | 2023 | 480,000 | — | 3,644,849(6) | — | 6,000 | 4,130,849 |

  38. Death and Disability

    | Year | Summary Compensation Table Total for PEO ($)(1) | Compensation Actually Paid to PEO ($)(2) | Average Summary Compensation Table Total for Non-PEO NEOs ($)(3) | Average Compensation Actually Paid to Non-PEO NEOs ($)(4) | Value of Initial Fixed $100 Investment Based On: | | Net Income (in millions) ($)(7) | Revenue (adjusted for foreign exchange) (millions)(8) | | | | | | | Total Shareholder Return ($)(5) | Peer Group Total Shareholder Return ($)(6) | | | | (a) | (b) | (c) | (d) | (e) | (f) | (g) | (h) | (i) | | 2025 | 15,954,172 | 12,405,175 | 6,173,737 | 4,953,935 | 83 | 258 | 452 | 4,138 | | 2024 | 15,064,923 | 1,715,819 | 5,525,306 | 948,813 | 91 | 208 | 505 | 4,033 | | 2023 | 13,384,975 | 26,216,684 | 5,081,479 | 9,458,077 | 113 | 152 | 548 | 3,819 | | 2022 | 11,982,771 | 3,458,806 | 4,380,444 | 1,992,238 | 80 | 97 | 524 | 3,611 | | 2021 | 11,951,574 | 15,731,346 | 4,290,989 | 3,045,520 | 111 | 135 | 652 | 3,340 |

  39. Analysis of the Information Presented in the Pay Versus Performance Table

    Analysis of the Information Presented in the Pay Versus Performance Table As described in more detail in the section “Executive Compensation Matters—Compensation Discussion and Analysis,” the Company’s executive compensation program reflects a variable pay-for-performance philosophy. While the Company utilizes several performance measures to align executive compensation with Company performance, not all of those Company measures are presented in the Pay Versus Performance table. Moreover, the Company generally seeks to incentivize long-term performance and does not consider compensation actually paid in any fiscal year (as computed in accordance with Item 402(v) of Regulation S-K) in determining or evaluating executive compensation. Compensation Actually Paid and Cumulative TSR The following graph shows the relationship between the amount of compensation actually paid to Dr. Leighton and the average amount of compensation actually paid to the Company’s other NEOs as a group (in each case, as computed in accordance with Item 402(v) of Regulation S-K) and the Company’s cumulative TSR over the five years presented in the Pay Versus Performance table as well as the Company’s peer group TSR over the five years presented in the Pay Versus Performance table. Compensation Actually Paid and Net Income The following graph shows the relationship between the amount of compensation actually paid to Dr. Leighton and the average amount of compensation actually paid to the Company’s other NEOs as a group (in each case, as computed in accordance with Item 402(v) of Regulation S-K) and the Company’s net income over the five years presented in the Pay Versus Performance table. The Company does not use net income as a performance measure in its executive compensation program. Compensation Actually Paid and Revenue (adjusted for foreign exchange) The following graph shows the relationship between the amount of compensation actually paid to Dr. Leighton and the average amount of compensation actually paid to the Company’s other NEOs as a group (in each case, as computed in accordance with Item 402(v) of Regulation S-K) and the Company’s revenue (adjusted for foreign exchange) over the five years presented in the Pay Versus Performance table. Financial Performance Measures The metrics that the Company uses for both our long-term and short-term incentive awards are selected based on an objective of incentivizing our NEOs to increase long-term value of the Company for our shareholders. The most important financial performance measures used by the Company to link executive compensation actually paid (as computed in accordance with Item 402(v) of Regulation S-K) to the Company’s NEOs, for the most recently completed fiscal year, to the Company’s performance are as follows: •Revenue (adjusted for foreign exchange); •Non-GAAP earnings per share; and •Non-GAAP operating income. CEO Pay Ratio Pursuant to Item 402(u) of Regulation S-K and Section 953(b) of the Dodd-Frank Act, presented below is the ratio of the annual total compensation of our Chief Executive Officer to the annual total compensation of our median employee (excluding our Chief Executive Officer). The ratio presented below is a reasonable estimate calculated in a manner consistent with Item 402(u). The Commission’s rules for identifying the median employee and calculating the pay ratio based on that employee’s annual total compensation allow companies to adopt a variety of methodologies, to apply certain exclusions and to make reasonable estimates and assumptions that reflect their employee populations and compensation practices. As a result, the pay ratio reported by other companies may not be comparable to the pay ratio reported below, as other companies have different employee populations and compensation practices and may utilize different methodologies, exclusions, estimates and assumptions in calculating their own pay ratios. For 2023, because we had an even number of employees, excluding our CEO, we had two median employees and we averaged their compensation for purposes of the 2023 pay ratio disclosure. One of those two employees left Akamai during 2024, so for 2024, we calculated the CEO pay ratio using the remaining median employee that we used to calculate the pay ratio for 2023. As permitted by SEC rules, we used the same median employee for 2025 that we used for 2024, as we believe there has been no change in our employee population or compensation arrangements in 2025 that would result in a significant change to our pay ratio disclosure. To identify our median employee in 2023, we used a compensation measure that incorporated target total cash compensation and equity granted during the 12-month period preceding the determination date. International employees’ pay was converted to U.S. dollars using the exchange rates on the determination date. We did not apply any cost-of-living adjustments as part of the calculation. As of December 27, 2023, the measurement date used for identifying our median employee in 2023, we employed 10,300 full-time and part-time workers. We did not employ any temporary workers as of such date. As permitted by applicable SEC rules, we excluded 57 interns located in India and six interns located in Brazil, representing less than 5% of our total workforce as of the measurement date. The 2025 annual total compensation as determined under Item 402 of Regulation S-K for our Chief Executive Officer was $15,954,172, as reported in the Summary Compensation Table of this Proxy Statement. The 2025 annual total compensation as determined under Item 402 of Regulation S-K for our median employee was $129,052. Based on the foregoing, our estimate of the ratio of our CEO’s annual total compensation to our median employee’s annual total compensation for fiscal year 2025 is approximately 124 to 1. Securities Authorized for Issuance Under Equity Compensation Plans The following table reflects the number of shares of our common stock that, as of December 31, 2025, were outstanding and available for issuance under compensation plans that have previously been approved by our stockholders as well as compensation plans that have not previously been approved by our stockholders.

  40. Analysis of the Information Presented in the Pay Versus Performance Table

    | Plan Category | Number of Securities to be Issued Upon Exercise of Outstanding Options, Warrants and Rights (a) | Weighted- Average Exercise Price of Outstanding Options, Warrants and Rights ($) (b)(1) | Number of Securities Remaining Available for Future Issuance Under Equity Compensation Plans (Excluding Securities Reflected in Column (a)) (c)(2) | | Equity Compensation Plans Approved by Security Holders (3) | 9,109,265 | — | 9,880,333 | | Equity Compensation Plans not Approved by Security Holders | — | — | — | | Total | 9,109,265 | — | 9,880,333 |

  41. Analysis of the Information Presented in the Pay Versus Performance Table

    (1)RSUs issued under our equity compensation plans do not require payment by the recipient to us at the time of vesting. As such, the weighted-average exercise price does not take these awards into account. (2)Includes 610,157 shares reserved for future issuance under the Akamai Technologies, Inc. Amended and Restated 1999 Employee Stock Purchase Plan, as amended (the “1999 Employee Stock Purchase Plan”). At our 2002 Annual Meeting of Stockholders, our stockholders approved an evergreen provision for the 1999 Employee Stock Purchase Plan pursuant to which the number of shares available for issuance automatically increases by up to 1,500,000 shares each June 1 and December 1, subject to an aggregate cap of 20,000,000 shares. (3)Consists of stock options and other equity rights, such as DSUs and RSUs, issuable under the 1999 Employee Stock Purchase Plan and the Second Amended and Restated 2013 Stock Incentive Plan, as amended. Part Three – Company Proposals Election of Directors At the Annual Meeting, stockholders will vote to elect the nine nominees named in this Proxy Statement to the Board. Each of the nominees elected at the Annual Meeting will hold office until the 2027 Annual Meeting of Stockholders and until his or her successor has been duly elected and qualified or until his or her earlier death, resignation or removal. Based on the recommendation of the ESG Committee, the Board has nominated Janaki Akella, Sharon Bowen, Marianne Brown, Bas Burger, Dan Hesse, Tom Killalea, Tom Leighton, Jonathan Miller and Madhu Ranganathan to serve as directors. The persons named in the enclosed proxy will vote to elect Mses. Akella, Bowen, Brown and Ranganathan, Messrs. Burger, Hesse, Killalea and Miller and Dr. Leighton unless a stockholder indicates that the shares should be voted against one or more of such nominees. In the event that any director nominee becomes unavailable or declines to serve as a director at the time of the Annual Meeting, the proxy holders will vote the proxies in their discretion for any nominee who is designated by the current Board to fill the vacancy. It is not expected that any of the nominees will be unavailable or will decline to serve. The Board of Directors believes that the election of Janaki Akella, Sharon Bowen, Marianne Brown, Bas Burger, Dan Hesse, Tom Killalea, Tom Leighton, Jonathan Miller and Madhu Ranganathan as directors is in the best interests of Akamai and our stockholders and, therefore, recommends that the stockholders vote FOR each of these nominees. Approval of Fourth Amendment to the Second Amended and Restated 2013 Stock Incentive Plan Overview In the opinion of Akamai’s Board, the future success of Akamai depends, in large part, on its ability to maintain a competitive position in attracting, retaining and motivating key employees with relevant experience and capability. On January 27, 2026, following the TL&C Committee’s approval and recommendation, the Board adopted, subject to stockholder approval, a fourth amendment to the Second Amended and Restated 2013 Stock Incentive Plan (the “2013 Plan”) to increase the number of shares of common stock authorized for issuance thereunder by 8,000,000 shares. If stockholders approve this amendment, the number of shares available for future awards under the 2013 Plan, as amended, as of the date of the annual meeting would be the sum of (1) 8,000,000, (2) the number of shares available for future awards under the 2013 Plan as of such date (as of February 12, 2026, 9,187,362 shares were available for future awards under the 2013 Plan) and (3) any shares subject to outstanding awards under the 2013 Plan that are terminated, canceled, surrendered or forfeited (as of February 12, 2026, 8,928,898 shares were subject to outstanding awards under the 2013 Plan). The 2013 Plan, as amended, is intended to be a broad-based plan that allows for the issuance of equity awards deep into our organization. To foster a stronger sense of ownership and align the interests of employees with shareholders, RSUs are held by the vast majority of our employees under the 2013 Plan. Annual bonuses for all executives and a majority of our non-executive employees are paid in shares of common stock rather than cash. This has been our practice for the past six years for our executives, and for the past three years for our non-executive employees. In addition, new employees are generally eligible for new-hire equity awards. In determining the size of the requested share increase, our Board and TL&C Committee worked with management and our independent compensation consultant to evaluate a number of factors, including our corporate strategy and compensation needs, our compensation philosophy of broad-based eligibility for equity incentive awards, our recent and projected share usage and the total potential dilution of the proposed share increase. Based on our historical grant practices and planned headcount, we expect that the total number of shares available under the 2013 Plan, if the proposed amendment is approved, will allow us to meet our equity compensation needs through our 2027 Annual Meeting of Stockholders.