DEF 14A of Fastly, Inc., Apr 23, 2025

DEF 14A of Fastly, Inc.

Filed Apr 23, 2025 · FY20240001140361-25-015174

Open on EDGAR

  1. NOTICE OF ANNUAL MEETING OF STOCKHOLDERS

    | | Page | | 2024 Grants of Plan-Based Awards Table | 44 | | 2024 Outstanding Equity Awards as of Fiscal Year-End Table | 45 | | 2024 Options Exercised and Stock Vested Table | 46 | | Employment Arrangements | 46 | | Other Named Executive Officers | 48 | | Potential Payments on Termination or Change of Control | 50 | | Pay vs. Performance | 51 | | CEO Pay Ratio | 55 | | SECURITIES AUTHORIZED FOR ISSUANCE UNDER EQUITY COMPENSATION PLANS | 56 | | COMPENSATION OF NON-EMPLOYEE DIRECTORS | 57 | | Non-Employee Director Compensation Policy | 57 | | CERTAIN RELATIONSHIPS AND RELATED-PERSON TRANSACTIONS | 59 | | DELINQUENT SECTION 16(a) REPORTS | 60 | | HOUSEHOLDING AND PROXY MATERIALS | 61 | | OTHER MATTERS | 62 | | RECONCILIATION OF GAAP TO NON-GAAP FINANCIAL MEASURES | A-1 |

  2. How can I find out the results of the voting at the annual meeting?

    | ELECTION OF DIRECTORS | | | Our Board of Directors is divided into three classes. Each class consists, as nearly as possible, of one-third of the total number of directors, and each class has a three-year term. Vacancies on the Board of Directors may be filled only by persons elected by a majority of the remaining directors. A director elected by the Board of Directors to fill a vacancy in a class, including vacancies created by an increase in the number of directors, shall serve for the remainder of the full term of that class and until the director’s successor is duly elected and qualified. | | | There are three directors in the class whose term of office expires in 2025, Artur Bergman, Paula Loop, and Christopher B. Paisley. Mr. Bergman, Ms. Loop, and Mr. Paisley have served as members of our Board of Directors since March 2011, July 2021, and July 2018, respectively. If elected at the annual meeting, these nominees would serve until the 2028 annual meeting of stockholders and until a successor has been duly elected and qualified, or, if sooner, until the director’s death, resignation, or removal. Our policy is to encourage directors and nominees for director to attend the annual meeting of stockholders; however, we do not maintain a formal policy regarding director attendance at annual meetings. Mr. Daniels, Mr. Hornik, Ms. Loop, Mr. Nightingale, Mr. Paisley, and Ms. Smith attended our annual meeting in 2024. | | | Directors are elected by a plurality of the votes of the holders of shares present online or represented by proxy and entitled to vote on the election of directors. Accordingly, the three nominees receiving the highest number of affirmative votes will be elected. “Withhold” votes will have no effect. Each person nominated for election has agreed to serve if elected. The Company’s management has no reason to believe that any nominee will be unable to serve. | | | The following is a brief biography of each nominee and each director whose term will continue after the annual meeting, including their ages as of March 15, 2025. | | | Nominees for Election for a Three-year Term Expiring at the 2028 Annual Meeting | | | | Artur Bergman AGE: 45 has served as our Chief Technology Officer since April 2024. He served as our Chief Architect from February 2020 to April 2024, as our Chief Executive Officer from Fastly’s founding in March 2011 until February 2020, Chairperson of the Board of Directors from February 2020 to April 2023, and as a member of our Board of Directors since March 2011. From September 2007 to June 2011, Mr. Bergman served as Manager, Vice President, then Chief Technology Officer of Wikia, Inc., a global community knowledge-sharing platform. From November 2005 to March 2007, Mr. Bergman served as Engineering Manager for Six Apart Ltd., a social networking service. From the second half of 2003 to August 2005, Mr. Bergman served as Engineering Manager of Fotango, Ltd., a subsidiary of Canon Europe. We believe that Mr. Bergman is qualified to serve as a member of our Board of Directors because of his industry knowledge and his experience as our founder, his leadership experience and deep technical expertise, including with respect to protecting against, understanding, and responding to cybersecurity risks. | | | Paula Loop AGE: 63 has served as a member of our Board of Directors since July 2021. Ms. Loop previously served as an Assurance Partner at PricewaterhouseCoopers LLP, an international professional services accounting firm, where her career spanned over 30 years. At PwC she served on the Board of Partners as the Risk and Quality Committee chair and was the leader of PwC’s Governance Insights Center. She was also previously the New York Metro Regional Assurance Leader leading one of PwC’s largest Assurance practices. She has served as a director of APi Group, a construction equipment and services company, since March 2022 and Robinhood Markets, a financial services company, since June 2021. Ms. Loop holds a B.S. in Business Administration from the University of California at Berkeley. We believe that Ms. Loop is qualified to serve as a member of our Board of Directors because of her significant experience working with boards and audit committees across multiple markets and industry sectors on governance, accounting, sustainability, and SEC reporting matters. |

  3. How can I find out the results of the voting at the annual meeting?

    | | Christopher B. Paisley AGE: 72 has served as a member of our Board of Directors since July 2018. Since January 2001, Mr. Paisley has served as the Dean’s Executive Professor of Accounting at the Leavey School of Business at Santa Clara University. Mr. Paisley also serves as lead independent director of Equinix, Inc., a provider of network colocation, interconnection, and managed services, since July 2007, and a member of the board of directors of Ambarella, Inc., a developer of low-power, high-definition video compression and image processing semiconductors, since August 2012. Mr. Paisley previously served as a director of Fitbit, Inc. from January 2015 to May 2020, as a director of Fortinet, Inc., a cybersecurity software company, from 2004 until May 2021, and as Chief Financial Officer and a director of Enterprise 4.0 Technology Acquisition Corp., a special purpose acquisition corporation from May 2021 to March 2023. Mr. Paisley holds a B.A. in business economics from the University of California at Santa Barbara and an M.B.A. from the Anderson School at the University of California at Los Angeles. We believe that Mr. Paisley’s substantial experience in the technology industry and his service on public company boards and audit committees qualifies him to serve on our Board of Directors. |

  4. Directors Continuing in Office Until the 2026 Annual Meeting

    Directors Continuing in Office Until the 2026 Annual Meeting

  5. Directors Continuing in Office Until the 2026 Annual Meeting

    | | The Honorable Aida Álvarez AGE: 75 has served as a member of our Board of Directors since August 2019. Ms. Álvarez has led important financial and government agencies and served in the cabinet of U.S. President William J. Clinton as the Administrator of the U.S. Small Business Administration. Ms. Álvarez serves on the board of directors of HP Inc., a technology company, since June 2016, Stride, Inc., a for-profit education company, since April 2017, and Bill.com Holdings, Inc., a provider of automated, cloud-based software for financial operations, since April 2022. She has previously served on the board of directors of Wal-Mart Stores, Inc., a retail company, MUFG Americas Holdings Corporation, a banking corporation, Zoosk, an online dating company, PacifiCare Health Systems, Inc., and Oportun Financial Corporation, a financial services company. Ms. Álvarez was the founding Chair of the Latino Community Foundation, and currently serves as its Board Chair Emerita. Ms. Álvarez holds a B.A. from Harvard College. We believe that Ms. Álvarez is qualified to serve as a member of our Board of Directors because of her extensive experience in the technology and finance industries and her service on public company boards. | | | Richard Daniels AGE: 70 has served as a member of our Board of Directors since November 2021. Mr. Daniels retired from Kaiser Permanente, an integrated managed care consortium, in 2020, where he was most recently Executive Vice President & CIO. He serves on the Board of CSAA Insurance Group and is on the Board of the Parkland Center for Clinical Innovation. Mr. Daniels previously served on the Board of SVB Financial Group from October 2020 to November 2024. He also served on the Board of Playworks from December 2015 to January 2023. Before Kaiser Permanente, Mr. Daniels held technology leadership roles at Capital One and JPMorgan. Mr. Daniels holds a B.A.Sc. in Business Administration and Management from Texas State University. We believe that Mr. Daniels is qualified to serve as a member of our Board of Directors because of his leadership experience in technology roles, service as a member of the board of directors for other companies, and deep knowledge of information security risks. | | | Todd Nightingale AGE: 45 has served as our Chief Executive Officer and as a member of our Board of Directors since September 2022. Mr. Nightingale previously served as the Executive Vice President and General Manager of Enterprise Networking and Cloud at Cisco Systems, Inc. since March 2020. From June 2016 to March 2020, Mr. Nightingale served as the Senior Vice President and General Manager of Cisco Meraki. Prior to that he held various roles as a Vice President at Cisco Meraki. Mr. Nightingale holds a Bachelor of Science in electrical engineering and computer science from Massachusetts Institute of Technology as well as a Masters in engineering from Massachusetts Institute of Technology. We believe that Mr. Nightingale’s deep industry experience, including product engineering and business leadership roles in networking and cybersecurity, qualifies him to serve as a member of our Board of Directors. |

  6. Directors Continuing in Office Until the 2027 Annual Meeting

    Directors Continuing in Office Until the 2027 Annual Meeting

  7. Directors Continuing in Office Until the 2027 Annual Meeting

    | | David Hornik AGE: 57 has served as the Chairperson of our Board of Directors since April 2023, Lead Independent Director of our Board of Directors from February 2020 to April 2023, and as a member of our Board of Directors since February 2013. Mr. Hornik has been a partner at Lobby Capital and August Capital, venture capital funds, since 2021 and 2000, respectively. From January 2019 to March 2022, Mr. Hornik served as a member of the board of directors of Gitlab Inc., a DevSecOps platform delivered as a single application. From August 2004 to September 2017, Mr. Hornik served as a member of the board of directors of Splunk Inc., a software and data solutions company. Mr. Hornik has served as a member of the board of directors of Bill.com, a cloud-based software company that automates back-office financial operations, since May 2016. Prior to joining August Capital, Mr. Hornik was an intellectual property and corporate attorney at the law firms of Venture Law Group and Perkins Coie LLP, and a litigator at the law firm of Cravath, Swaine & Moore LLP. Mr. Hornik holds an A.B. from Stanford University, an M.Phil from Cambridge University and a J.D. from Harvard Law School. We believe that Mr. Hornik is qualified to serve as a member of our Board of Directors because of his extensive experience with technology companies in our industry, his service on public and private company boards, and the historical knowledge and continuity he brings to our Board of Directors. | | | Charles Meyers AGE: 59 has served as a member of our Board of Directors since July 2021. Mr. Meyers has served as the Executive Chairman of Equinix, Inc., the world’s digital infrastructure company since June 2024. He previously served as President and Chief Executive Officer from September 2018 to June 2024, President, Strategy, Services & Innovation, as well as Chief Operating Officer, after joining Equinix in 2010 as President, Americas Region. Mr. Meyers also previously held senior operating roles at Level 3 Communications and Verisign and was a member of the pre-IPO executive team at Internet Security Systems. Mr. Meyers holds a B.S. in Chemical Engineering from the University of Colorado Boulder, an M.S. in Engineering Management from Northwestern University, and an M.B.A. in Marketing, Strategy from the Northwestern University Kellogg School of Management. We believe that Mr. Meyers’ leadership experience in the technology industry and his deep knowledge of cybersecurity risks faced by leading telecommunications and information technology companies qualifies him to serve on our Board of Directors. | | | Vanessa Smith AGE: 49 has served as a member of our Board of Directors since November 2021. Since May 2023, Ms. Smith has served as President of ServiceNow.org, and from September 2020 to May 2023, Ms. Smith served as Senior Vice President of Industries at ServiceNow, Inc., a software company. From October 2004 to August 2020, Ms. Smith served in a variety of go-to-market roles, most recently Regional Vice President, Strategic Customers and Senior Vice President, Human Capital Management LOB, for SAP, a software company. She holds an B.S. in Commerce from The McIntire School of Commerce at the University of Virginia and an M.B.A. from The Robert H. Smith School of Business at the University of Maryland. We believe that Ms. Smith’s leadership experience in technology and go-to-market roles and her experience in human capital management qualifies her to serve on our Board of Directors. |

  8. INFORMATION REGARDING THE BOARD OF DIRECTORS, EXECUTIVE OFFICERS, AND CORPORATE GOVERNANCE

    INFORMATION REGARDING THE BOARD OF DIRECTORS, EXECUTIVE OFFICERS, AND CORPORATE GOVERNANCE

  9. Compensation Committee

    | • | reviewing and recommending to our Board of Directors the compensation of our non-employee directors; |

  10. 2024 Compensation Highlights

    | • | No changes to Cash and Annual Incentive (bonus) Compensation for 2024: The Compensation Committee did not make any changes to our Named Executive Officers’ base salaries for 2024 or our Named Executive Officers’ target bonuses. |

  11. 2024 Compensation Highlights

    | • | No Increases to Annual Equity Grant Values for 2024: The Compensation Committee did not make any increases to continuing Named Executive Officers’ annual equity grant values. We provide more details in the section titled “Chief Revenue Officer Equity Awards” below with regard to our Chief Revenue Officer’s grant in connection with his hiring. |

  12. 2024 Compensation Highlights

    | • | Maintained At Least 50% of CEO’s Equity Tied to Performance-based Vesting Conditions: For 2024, the Compensation Committee increased the CEO’s mix of long term incentive (“LTI”) |

  13. 2024 Compensation Highlights

    awards to be 60% connected to performance-based restricted stock units (“PSUs”) (up from 50% in 2023) (based on the intended target value of the PSUs granted) in response to stockholder feedback. See below under “Equity Compensation – Performance-Based Restricted Stock Unit Grants” for a discussion of how we convert intended target value into a number of PSUs.

  14. 2024 Compensation Highlights

    | • | Below Target Incentive Outcomes: The annual incentive (bonus) and PSUs were achieved at 25.0% of target based on the financial goals established at the beginning of 2024. |

  15. 2024 “Say-on-Pay” Advisory Stockholder Vote on Executive Compensation & Stockholder Engagement

    | What We Heard from Stockholders | Actions in Response to Feedback | | Design of PSUs Stockholders expressed a preference for diversified metrics and multi-year performance measurement periods creating differentiation with annual incentive programs | In 2024, the Compensation Committee did not make any changes to the PSU design to maintain focus on revenue growth and profitability goals and stay aligned with the annual incentive program. In 2025, the Compensation Committee introduced a new PSU element that would (a) measure a new metric—relative total stockholder return (“rTSR”) and (b) measure performance over a three-year period. Both of these changes explicitly incorporated feedback from our institutional stockholders and enhanced the performance orientation of the Named Executive Officer pay going forward. The Compensation Committee believes that the combination of the changes to the structure and mix of the PSUs (see “Mix of Performance-Based LTI” below) provide a balanced measurement of performance – both by diversifying metrics (operating metrics vs. market metrics) and timeframes (1 year vs. 3 year). The Compensation Committee will continue to evaluate the design of the PSUs to ensure the metrics support the business and strategic priorities and drive value creation for stockholders. |

  16. 2024 “Say-on-Pay” Advisory Stockholder Vote on Executive Compensation & Stockholder Engagement

    | What We Heard from Stockholders | Actions in Response to Feedback | | Mix of Performance-Based LTI Stockholders expressed a preference for 50% performance-based LTI | In 2024, we increased the mix of our CEO’s performance-based LTI to 60% of LTI (based on the intended target value of the PSUs granted) (up from 50% in 2023), which reflects the feedback from stockholders in 2023 and was balanced against maintaining the same PSU design for 2024. We did not make any changes to the other non-CEO Named Executive Officers’ LTI mix which remained at 30% performance-based (based on the intended target value of the PSUs granted). In 2025, the Compensation Committee revisited the mix of the Named Executive Officers’ LTI in connection with the design changes (see above) and the feedback from stockholders. Specifically, the Compensation Committee determined to grant 50% of the CEO’s 2025 award in performance-based LTI (down from 60%) and 40% of the non-CEO Named Executive Officers’ 2025 award (up from 30%). This led to an LTI mix for the CEO that is 15% based on 3-year rTSR, 35% based on 1-year revenue and profitability goals (same as previous years), and 50% time-based restricted stock units (“RSUs”). For non-CEO Named Executive Officers, the LTI mix is 15% based on 3-year rTSR, 25% based on 1-year revenue and profitability goals and 60% time-based RSUs. The percentage of performance-based LTI is determined based on the intended target value of the PSUs granted. These changes ensure that the CEO has at least 50% of his LTI (based on the intended target value of the PSUs granted) tied to performance-based vesting criteria and enhances the performance orientation for the other Named Executive Officers. The Compensation Committee considered several factors when landing at this approach including stockholder feedback, the impact on the vesting experience in shifting a portion of the PSU design to have a three-year performance and vesting period, and the competitive market context for similarly sized industry peers. The Compensation Committee will continue to evaluate the mix of PSUs to ensure a strong pay-for-performance orientation. |

  17. Compensation Philosophy and Objectives

    | • | Balancing short- and long-term corporate goals and strategy. |

  18. What we do

    | Link Pay to Performance | We link pay to performance by delivering a substantial portion of total compensation for our executive officers in the form of annual and long-term incentive programs. | | Engage with independent compensation consultant | Our Compensation Committee directly engages an independent compensation consultant to provide analysis for the annual executive compensation review and guidance on other executive compensation matters independent of management. | | Double-Trigger acceleration | Equity awards held by our Named Executive Officers provide for “double-trigger” acceleration meaning that vesting accelerates only in the event of a change in control of the Company plus a qualifying termination of employment. | | Robust Ownership Guidelines | We require our Named Executive Officers and non-employee directors to acquire and maintain a meaningful equity stake in the Company through robust ownership guidelines. | | Maintain a Clawback Policy | We maintain a clawback policy applicable to all Named Executive Officers for incentive compensation (cash and equity). | | Set rigorous and measurable performance goals | Certain of our Named Executive Officers are eligible for LTI opportunities based on rigorous and measurable performance goals. | | Annual Say-on-Pay Vote | Our stockholders are provided with the opportunity to cast a non-binding advisory vote on the compensation of our Named Executive Officers. | | Engage with stockholders on compensation and governance matters | Our Compensation Committee conducted stockholder outreach to discuss our executive compensation and governance program, policies, and practices, and to solicit feedback to ensure that we received insight into the issues that were most important to our stockholders. |

  19. What we do

    | Consider Peer Group and Market Data | Our Compensation Committee, with support from our compensation consultant, reviews competitive market data and selects companies to include in our peer group. | | Provide Limited Perquisites | We do not generally provide perquisites or other personal benefits to our executive officers, including the Named Executive Officers. |

  20. What we do not do

    | • | We do not provide guaranteed bonuses to our executive officers. |

  21. What we do not do

    | • | We do not provide any excise tax reimbursement payments (including “gross-ups”) with respect to payments or benefits contingent upon a change in control of our Company. |

  22. What we do not do

    | • | We do not offer pension arrangements, or nonqualified deferred compensation plans or arrangements to our executive officers, other than our 401(k) plan, which is open to all United States salaried employees. |

  23. What we do not do

    | • | We do not strictly benchmark compensation to a specific percentile of our compensation peer group. |

  24. What we do not do

    | • | We do not provide “single-trigger” acceleration of equity awards upon a change in control of the Company. |

  25. Executive Compensation Program Design

    Executive Compensation Program Design Our Compensation Committee believes that executive compensation should be linked to our overall financial performance, strategic success, and stockholder returns. Our Compensation Committee evaluates our compensation philosophy and executive compensation program annually to ensure that our program remains competitive relative to our market for executive talent and aligned with our strategic objectives. By delivering compensation in a mix of fixed and variable pay, including long-term vesting equity awards, we seek to align the incentives of our Named Executive Officers with achievement of our long-term business objectives and financial performance that drives sustained stockholder value creation. To support our long-term objectives and reinforce a strong pay-for-performance culture, a majority of the target total direct compensation for our Named Executive Officers is awarded in the form of equity. Our Named Executive Officers are eligible to receive RSUs and PSUs based on their individual contributions and performance during each fiscal year. Our Compensation Committee believes that this emphasis on equity rather than cash incentives tied to short-term objectives is an effective approach for reinforcing our objective of long-term stockholder value creation. We also offer our Named Executive Officers standard health and welfare benefits and retirement plan benefits that are generally available to our other employees, including medical, dental, vision, life and disability insurance and, for United States salaried employees, participation in our 401(k) plan. Our Named Executive Officers may also participate in our 2019 Employee Stock Purchase Plan (“ESPP”) on the same basis as our other employees. Certain of our Named Executive Officers were also eligible to participate in our 2024 Bonus Program (the “2024 Bonus Program”) on the same basis as our other employees. For 2024, the material elements of our executive compensation program were:

  26. Executive Compensation Program Design

    | Compensation Element | Relationship to Business Objectives | | Base Salary | Base salaries are set to be competitive within our industry and are important in attracting and retaining talented executives. Base salaries may be adjusted based on numerous factors, including a change in a Named Executive Officer’s responsibilities, demonstrated performance or relevant competitive market data. In 2024, Mr. Bergman was eligible to reduce his base salary to a lesser amount (in no event lower than the applicable minimum wage) and receive reimbursement for private aircraft usage for his business travel and an RSU award with a total value not to exceed the amount of such reduction. Mr. Bergman elected to reduce his base salary to the applicable minimum wage. | | Annual Incentive | In 2024, our Named Executive Officers, except for Mr. Lovett, were eligible for annual incentives tied to our level of achievement of annual revenue goals pursuant to our 2024 Bonus Program. Awards under the 2024 Bonus Program were paid as fully vested RSUs. Mr. Lovett was eligible to participate in our Commission Plan (as defined below), which tied his annual compensation directly to achievement of certain sales metrics. | | Annual Long-Term Incentive Equity | In our annual long-term incentive design, we primarily rely on a combination of PSUs and time-based RSUs. All of our Named Executive Officers, except for Mr. Lovett who was not employed by us when we granted PSUs in March 2024, received both PSUs and RSUs in 2024. For 2024, the PSUs represent 60% of the LTI opportunity for Mr. Nightingale and 30% of the LTI opportunity for each of Mr. Bergman and Mr. Kisling (in each case, based on the intended target value of the PSUs granted), and reward executives for meeting certain financial performance requirements set up at the beginning of the year. The focus on revenue growth and profitability are key value creation metrics for our business. The RSUs represent 40% of the LTI opportunity for Mr. Nightingale, and 70% of the LTI opportunity for each of Mr. Bergman and Mr. Kisling, and provide reasonable balance against the PSUs and support in the retention of executives critical to the Company’s ongoing success. As further described in “Employment Arrangements–Artur Bergman” below, Mr. Bergman was eligible to make an election to receive equity in the form of (i) a stock option grant and (ii) RSUs (which may include time-based and performance-based vesting) on the same terms as generally applicable to other senior Company executives for such year. As indicated above, Mr. Bergman elected RSUs for 2024. Mr. Lovett received equity upon his hiring as Chief Revenue Officer which incorporated several factors including the relevance of Mr. Lovett’s experience and capabilities, and ensuring a competitive initial grant to immediately align interests with stockholders. Mr. Lovett will receive annual grants on the same basis as other non-CEO Named Executive Officers going forward. See “Chief Revenue Officer Equity Awards” below for additional information. | | Benefits | We offer competitive health and welfare benefits, as well as participation in the ESPP, 401(k) plan for United States employees, and other employee benefit plans. |

  27. Preview of Changes for Fiscal 2025

    Preview of Changes for Fiscal 2025 During 2024 and in early 2025 with support from its independent consultants, the Compensation Committee undertook a comprehensive review of our approach to executive compensation after engaging with stockholders as described above under “2024 “Say-on-Pay” Advisory Stockholder Vote on Executive Compensation & Stockholder Engagement”. In addition to stockholder feedback, this review incorporated market perspective from our peer group as well as consideration given to our compensation objectives and desired emphasis on variable compensation to support our pay-for-performance culture. Following this review, the Compensation Committee approved changes to the compensation program for our Named Executive Officers applicable in fiscal 2025. Key changes include (a) introducing a new PSU component (“rTSR PSUs”) based on relative total stockholder return compared to the Russell 2000 Index and (b) adjusting the mix of LTI to enhance the performance orientation for non-CEO Named Executive Officers to 40% of their LTI (up from 30%) and ensuring our CEO remains at 50% performance-based LTI. For 2025, our CEO’s equity award consisted of 15% rTSR PSUs measured over three years, 35% PSUs based on revenue and non-GAAP operating loss targets measured over one year, and 50% time-based RSUs. The award for our non-CEO Named Executive Officers consisted of 15% rTSR PSUs measured over three years, 25% PSUs based on revenue and non-GAAP operating loss measured over one year, and 60% time-based RSUs. We believe that this combination of a new longer-term rTSR PSU vehicle and enhanced non-CEO Named Executive Officer mix reinforces our pay-for-performance philosophy while balancing against the current market dynamics in setting longer-term performance goals. The percentage of performance-based LTI is based on the intended target value of the PSUs granted.

  28. Determination of Compensation Awards

    | • | market data, including practices among companies in our compensation peer group; |

  29. Role of the Consultant

    Role of the Consultant The Compensation Committee may engage the services of outside advisors, experts and others to assist the Compensation Committee. During 2024, the Compensation Committee retained the services of Semler Brossy, a national executive compensation consultant to advise the Compensation Committee on compensation matters related to our executive and director compensation programs. In 2024, Semler Brossy provided the following support:

  30. Role of the Consultant

    | • | assisted in the review and updating of our compensation peer group; |

  31. Role of the Consultant

    | • | analyzed the executive compensation levels and practices of the companies in our compensation peer group; |

  32. Role of the Consultant

    | • | provided advice with respect to compensation best practices and market trends for executive officers and directors; |

  33. Role of the Consultant

    | • | reviewed and provided input on our Compensation Discussion and Analysis; |

  34. Role of the Consultant

    | • | assisted with the design of the short-term and long-term incentive compensation plans with appropriate performance goals and targets for our Named Executive Officers and other executive officers; |

  35. Role of the Consultant

    | • | assisted the Compensation Committee in reviewing our stockholder feedback in light of our 2024 “Say-on-Pay” vote and determining potential responses for 2024; and |

  36. Role of the Consultant

    | • | provided ad hoc advice and support throughout the year. |

  37. Role of the Consultant

    Semler Brossy reported to and worked for the Compensation Committee. Prior to engaging Semler Brossy, the Compensation Committee considered the specific independence factors adopted by the SEC and the NYSE and determined that Semler Brossy is independent and that Semler Brossy’s work did not raise any conflicts of interest.

  38. Role of Competitive Market Data

    Role of Competitive Market Data As part of its annual compensation review process, the Compensation Committee generally reviews competitive market data for positions comparable to those of our Named Executive Officers and other key executive officers. In August 2023, the Compensation Committee, with support from Semler Brossy, reviewed our executive compensation peer group. In selecting companies for inclusion in our peer group, the Compensation Committee generally seeks to include U.S. headquartered, competitors and cloud-based enterprise and security software companies with between approximately 33% to 300% of our revenue and 33% to 300% of our market capitalization. At the time of the analysis, the resulting compensation peer group had median trailing four-quarter revenues of approximately $545 million and a 30-day average market capitalization as of July 31, 2023 of approximately $2.9 billion compared to our trailing four-quarter revenues of $468 million (positioned at the 35th percentile) and a 30-day average market capitalization of $2.2 billion (positioned at the 35th percentile). For making 2024 compensation decisions, the Compensation Committee reviewed market data from the following compensation peer group, which incorporates removing four companies (A10 Networks, Inc., Domo, Inc., Momentive Global, and Sumo Logic) and adding two companies (DigitalOcean Holdings, Inc., Five9 Inc.). Momentive Global and Sumo Logic, Inc. were acquired while A10 Networks, Inc. and Domo, Inc. were less relevant business comparators moving forward. DigitalOcean Holdings, Inc. and Five9 Inc. fell within the Compensation Committee’s selection criteria and were also more size appropriate with strong overlap among other peer companies.

  39. Role of Competitive Market Data

    | • | 8x8, Inc. (EGHT) | • | JFrog Ltd. (FROG) | | • | Alteryx (AYX) | • | Rapid7, Inc. (RPD) | | • | AppFolio, Inc. (APPF) | • | Semrush Holdings, Inc. (SEMR) | | • | BigCommerce Holdings, Inc. (BIGC) | • | Smartsheet, Inc. (SMAR) | | • | BlackLine, Inc. (BL) | • | Tenable Holdings, Inc. (TENB) | | • | DigitalOcean Holdings, Inc. (DOCN) | • | Varonis Systems, Inc. (VRNS) | | • | Everbridge, Inc. (EVBG) | • | Yext, Inc. (YEXT) | | • | Five9 Inc. (FIVN) | • | Zuroa, Inc. (ZUO) |

  40. Role of Competitive Market Data

    The Compensation Committee evaluates the compensation peer group annually and modifies the peer group as needed. Given that not all of the peer companies report data for a position comparable to each of our executive officers, the Compensation Committee also reviewed market data from the Radford Global Technology survey. Our Compensation Committee utilizes market data as one reference point along with various other factors, such as the individual’s performance, experience, and competitive market conditions in making compensation decisions. As such, the Compensation Committee does not commit to setting our executive pay levels at any particular percentile of the compensation peer group. To assess the competitiveness of our total direct compensation, the Compensation Committee references the total direct compensation at companies in our compensation peer group. However, the Compensation Committee does not specifically benchmark the compensation of any individual to a precise percentile within this general percentile range. In addition, the Compensation Committee does not have a set formula by which it determines how much of the Named Executive Officer’s compensation is fixed (i.e., base salary) rather than variable.

  41. Base Salary

    In December 2023, Mr. Bergman elected to receive a reimbursement for private aircraft usage for his business travel and a grant of RSUs in February 2024 in lieu of approximately 92% of his base salary for 2024, which would otherwise have been paid in cash. After making this election, his 2024 base salary was $38,043, instead of $500,000. The reimbursement for private aircraft usage for Mr. Bergman’s business travel was in an amount of $200,000 (any unused portion of which is forfeited at the end of the year). The RSUs granted in lieu of base salary vested as to 25% of the total RSUs on February 15, 2024, and thereafter as to 25% of the RSUs on May 15, 2024, August 15, 2024, and November 15, 2024. The target value of the base salary minus reimbursement for private aircraft usage for Mr. Bergman was converted into a number of RSUs based on the average of the closing prices of our common stock during the calendar month prior to the month in which the grant date occurred. Pursuant to his current offer letter agreement, Mr. Bergman may elect a similar base salary reduction and corresponding reimbursement for private aircraft usage and RSU award with a value based on the amount of such reduction, in subsequent years as long as an irrevocable election to reduce salary is made by the end of November of the year prior to the year in which base salary is to be reduced. In no event may Mr. Bergman elect to reduce base salary below the applicable minimum wage. The amounts set forth in the table above reflect his base salary and do not give effect to this salary reduction. See “Employment Arrangements” below for additional information.

  42. Annual Incentive

    Annual Incentive During fiscal year 2024, Messrs. Nightingale, Bergman, and Kisling, were eligible to earn annual incentives under our 2024 Bonus Program to encourage the achievement of corporate objectives and reinforce our pay-for-performance culture. In March 2024, our Compensation Committee approved target bonus amounts for Messrs. Bergman, Kisling, and Nightingale to be paid out in fully vested RSUs. The table below reflects the target dollar amount (“Target Bonus”) to be paid out in the form of fully vested RSUs eligible to be earned by each of Messrs. Nightingale, Bergman, and Kisling.

  43. Annual Incentive

    | Executive | Target Bonus | | Todd Nightingale | $600,000 | | Artur Bergman | $165,000 | | Ronald Kisling | $150,000 |

  44. Annual Incentive

    The 2024 Bonus Program was based on our level of revenue achievement and a non-GAAP operating loss as a percentage of revenue goal for the year, with revenue weighted 66.7% and non-GAAP operating loss as a percentage of revenue weighted 33.3% (See Appendix A for a reconciliation of non-GAAP operating loss). The Compensation Committee believes that revenue and non-GAAP operating loss as a percentage of revenue goals were appropriate measures given our emphasis on growth and the importance of revenue growth and reduction of operating expenses as a driver of our overall financial performance. The target revenue achievement goal was increased (up from $519M in 2023) to represent a 13.4% year over year growth rate. In March 2024, the Compensation Committee approved the following threshold, target and maximum performance goals that were used to determine the payouts, with achievement between threshold, target and maximum payout to be determined linearly (“2024 Objectives”):

  45. Annual Incentive

    | Revenue Performance Goal | | | | | | Threshold 50% Payout | Target 100% Payout | Max 150% Payout | Actual Achievement | Payout Factor | | $559M | $589M | $618M | $544M | 0% of Target |

  46. Annual Incentive

    | Non-GAAP Operating Loss % of Revenue Goal | | | | | | Threshold 50% Payout | Target 100% Payout | Max 150% Payout | Actual Achievement | Payout Factor | | -7.0% | -3.5% | 0% | -5.0% | 75.0% of Target |

  47. Annual Incentive

    In February 2025, our Compensation Committee determined that, based on our actual achievement of the 2024 Objectives, the Company did not meet the threshold of its revenue target and achieved -5.0% (between threshold and target) of its non-GAAP operating loss as a percentage of revenue target. After applying a 66.7% weighting to the revenue payout factor of 0%, and a 33.3% weighting to the non-GAAP operating loss as a percentage of revenue payout factor of 75.0%, Messrs. Bergman, Kisling, and Nightingale were eligible to receive 25.0% of their Target Bonus.

  48. Equity Compensation

    Equity Compensation As a high-growth company in a dynamic market sector, we believe that stock awards with multi-year vesting are an effective tool for motivating our Named Executive Officers to drive long-term stockholder value. A majority of the target total direct compensation opportunity provided to our Named Executive Officers, was awarded in RSUs with multi-year vesting requirements or PSUs tied to the achievement of certain corporate objectives. This program reflects the Compensation Committee’s goal of maintaining strong alignment between pay and performance for our most senior leaders. As further described in “Employment Arrangements–Artur Bergman” below, beginning in 2024, Mr. Bergman may make an election to receive his annual equity refresh in the form of (i) a stock option grant and (ii) RSUs on the same terms as generally applicable to other senior Fastly executives for such year.

  49. Fiscal 2024 Annual Long-Term Incentive Equity

    Fiscal 2024 Annual Long-Term Incentive Equity In March 2024, we granted annual long-term incentive equity awards with multi-year vesting requirements to incentivize and reward our Named Executive Officers for long-term corporate performance. The annual equity awards granted to our Named Executive Officers were determined by our Compensation Committee after reviewing data from competitive market analyses prepared by Semler Brossy. In addition, our Compensation Committee considers the input of our CEO regarding the individual performance and pay levels for his direct reports. For fiscal 2024 annual grants, approximately 30% of the target annual equity value awarded to Messrs. Bergman and Kisling was granted in the form of PSUs. The remaining 70% of the target annual equity value was granted in the form of time-vesting RSUs. Mr. Nightingale was granted approximately 60% of the target annual equity value in the form of PSUs, and the remaining 40% in the form of time-vesting RSUs. The target dollar value of annual equity approved by the Compensation Committee for Messrs. Bergman, Kisling, and Nightingale, was converted into a number of RSUs and PSUs based on the average of closing share price of our common stock for the 30 calendar days prior to March 14, 2024, as further described below. The target values of the fiscal 2024 annual grants differ from the grant date fair value of the equity awards determined for accounting purposes. The grant date fair value of the equity awards is reported in the table below, in our 2024 Summary Compensation Table, and in the 2024 Grants of Plan-Based Awards Table. As indicated above, in March 2024, we made our annual equity grants to all Named Executive Officers except Mr. Lovett, who was not employed by us at the time. His initial equity compensation is described separately below.

  50. Fiscal 2024 Annual Long-Term Incentive Equity

    | Executive | PSUs at Target | PSU Grant Date Fair Value(1) | RSU Grant | RSU Grant Date Fair Value(1) | | Todd Nightingale | 298,210 | $3,757,446 | 198,807 | $2,504,968 | | Artur Bergman | 92,147 | $1,161,056 | 215,009 | $2,709,113 | | Ronald Kisling | 59,642 | $751,489 | 139,165 | $1,753,479 |

  51. Fiscal 2024 Annual Long-Term Incentive Equity

    | (1) The grant date fair value of RSUs and PSUs is computed in accordance with Financial Accounting Standard Board Accounting Standards Codification Topic 718 for stock-based compensation transactions (“ASC Topic 718”). Assumptions used in the calculation of these amounts are included in Note 11 to our Consolidated Financial Statements included in our Annual Report, filed with the SEC on February 25, 2025. |

  52. Time-Based Vesting Restricted Stock Unit Grants

    Time-Based Vesting Restricted Stock Unit Grants Time-based vesting RSUs represent the majority of the compensation awarded to our Named Executive Officers, except for Mr. Nightingale, in 2024. The annual RSUs described in the table above were finalized in March 2024, and determined by establishing a target value based on competitive market data for companies in our peer group and the competitive market for talent. The Compensation Committee assigned Messrs. Bergman and Nightingale’s grants a 4 year vesting schedule to align with the longer-term focus expected with their role. The target value established by the Compensation Committee was approved based on the average share price of our common stock for the 30 calendar days prior to March 14, 2024, the expected grant approval date. These target values differ from the grant date fair value of the equity awards determined for accounting purposes. The grant date fair value of the equity awards is reported below in our 2024 Summary Compensation Table and 2024 Grants of Plan-Based Awards Table. The time-based vesting RSUs granted to Mr. Kisling has a vesting schedule such that 1/12th of the RSUs vested on May 15, 2024 and the remainder vest in 11 quarterly installments thereafter, for a total 36 month vesting period. The time-based RSUs granted to Messrs. Bergman and Nightingale have a vesting schedule such that 1/16th of the RSUs vested on May 15, 2024 and the remainder vest in 15 equal quarterly installments thereafter, for a total of a 48 month vesting period.

  53. Performance-Based Restricted Stock Unit Grants

    Performance-Based Restricted Stock Unit Grants In March 2024, our Compensation Committee approved the grant of PSUs for Messrs. Bergman, Kisling, and Nightingale. The target value of PSUs reflected 30% of the total long-term incentive target value for Messrs. Bergman and Kisling, and 60% of the total long-term incentive target value for Mr. Nightingale, taking into consideration competitive market data for companies in our peer group and the competitive market for talent. The target value established by the Compensation Committee was approved based on the average share price of our common stock for the 30 calendar days prior to March 14, 2024, the expected grant approval date. This target value differs from the grant date fair value of the equity awards determined for accounting purposes. The grant date fair value of the equity awards is reported below in our 2024 Summary Compensation Table and 2024 Grants of Plan-Based Awards Table. The table above reflects the target number of shares eligible to be earned by each of Messrs. Bergman, Kisling, and Nightingale, with the maximum payout being equal to 150% of target. The Compensation Committee approved the 2024 Objectives, with achievement between threshold, target and maximum payout to be determined linearly. The number of PSUs certified as earned by the Compensation Committee is referred to as the “Actual Award.” The Actual Award vested as to 33% of the PSUs subject thereto on February 26, 2025, and will vest as to 8.375% of the PSUs subject thereto in equal quarterly installments thereafter (occurring in May, August, November, and February), with each quarterly vesting date occurring on the same day of the month as the Certification Date (or, if there is no corresponding day of the month, the last day of the month), in each case, subject to the individual’s continuous service through each applicable vesting date. In February 2025, our Compensation Committee determined that based on our actual achievement of the 2024 Objectives, the Company did not meet the threshold of its revenue target and achieved -5.0% (between target and maximum) of its non-GAAP operating loss as a percentage of revenue target (See Appendix A for a reconciliation of non-GAAP operating loss). After applying a 66.7% weighting to the revenue payout factor of 0%, and a 33.3% weighting to the non-GAAP operating loss as a percentage of revenue payout factor of 75.0%, Messrs. Bergman’s, Kisling’s, and Nightingale’s 2024 Actual Award is 25.0% of the PSUs at Target.

  54. Performance-Based Restricted Stock Unit Grants

    | Executive | PSUs at Target | Intended PSU Target Value(1) | PSUs Actually Earned | | Todd Nightingale | 298,210 | $4,500,000 | 74,552 | | Artur Bergman | 92,147 | $1,390,500 | 23,036 | | Ronald Kisling | 59,642 | $900,000 | 14,910 |

  55. Performance-Based Restricted Stock Unit Grants

    | (1) We determine the number of PSUs at target by dividing the Intended PSU Target Value by the average closing trading price of a share of our common stock over the 30 calendar days ending one day prior to the expected date of grant. The grant date fair value of the PSUs is reported in the Grants of Plan-Based Awards Table below. |

  56. Chief Revenue Officer Equity Awards

    Chief Revenue Officer Equity Awards On May 28, 2024 we announced that Mr. Lovett would begin serving as our Chief Revenue Officer, effective June 3, 2024. In designing Mr. Lovett’s compensation package, our Compensation Committee, advised by Semler Brossy, sought to deliver a competitive level of compensation that aligns with our desired culture and objectives. Our Compensation Committee reviewed, with input from Semler Brossy, market data among companies in our compensation peer group as well as new-hire equity compensation among recently hired Chief Revenue Officers of comparable public companies. In addition to market data, our Compensation Committee considered the highly competitive market for a talented, experienced technology executive, the relevance of Mr. Lovett’s experience and capabilities, and the fact that he would not receive another equity grant until 2025 due to his start date and our usual equity grant cadence. Based on these considerations, on May 14, 2024, the Compensation Committee approved Mr. Lovett’s offer letter, including an equity grant with a $9,000,000 target value in connection with his hiring. Subsequently, consistent with our company-wide new hire grant process, in July 2024, the Compensation Committee approved a grant of time-based vesting RSUs (“Lovett New Hire Grant”), with the number of RSUs determined using the average closing price of our common stock during the month of June, the month of Mr. Lovett’s start date. The Lovett New Hire Grant has a vesting schedule such that 1/4th of the RSUs will vest on June 15, 2025, and the remainder vest in 12 equal quarterly installments thereafter, for a total of a 4 year vesting period. The grant date fair value of the equity awards is reported below in our 2024 Summary Compensation Table and 2024 Grants of Plan-Based Awards Table.

  57. Executive Change in Control and Severance Plan

    Executive Change in Control and Severance Plan We maintain the Executive Change in Control and Severance Benefit Plan (the “Executive Plan”) and the 2022 Change in Control and Severance Benefit Plan (the “2022 Plan”, and with the “Executive Plan”, each a “Severance Plan”, as applicable) which provide for the provision of severance benefits to certain executive officers (including our Named Executive Officers, other than Mr. Bergman) and other key employees in the event that such employees become subject to certain involuntary terminations, as described under “Employment Arrangements” below. The Executive Plan and 2022 Plan benefits were approved by the Compensation Committee after considering competitive market data. The Compensation Committee determined that these benefits were both competitively reasonable and necessary to recruit and retain executives and other key employees. Enhanced severance benefits are provided for a qualifying termination that occurs in connection with a change-in-control because the severance benefits are also intended to eliminate, or at least reduce, the reluctance of executive officers and other key employees to diligently consider and pursue potential change-in-control transactions that may be in the best interests of our stockholders. Mr. Nightingale and Mr. Bergman are entitled to enhanced severance payments and benefits beyond those provided in the Executive Plan, as described under “Employment Arrangements–Todd Nightingale” and “Employment Arrangements–Artur Bergman”, below.

  58. Policies and Practices Related to the Grant of Equity Awards Close in Time to the Release of Material Nonpublic Information

    Policies and Practices Related to the Grant of Equity Awards Close in Time to the Release of Material Nonpublic Information We did not grant stock options or option-like instruments to any employee during 2024. Except for Mr. Bergman’s ability to make an advance election to receive his annual equity refresh in the form of a stock option grant, we exclusively grant restricted stock units under our compensation program. Accordingly, we do not have a formal policy related to the timing of option awards in relation to the release of material nonpublic information. Awards of restricted stock units are generally granted monthly via unanimous written consent, and occasionally at meetings of our Compensation Committee. The Compensation Committee does not take material nonpublic information into account when determining the timing or terms of awards, and we have not timed the disclosure of material nonpublic information for the purpose of affecting the value of executive compensation.

  59. 2024 Summary Compensation Table

    2024 Summary Compensation Table The following table shows for the fiscal years ended December 31, 2024, December 31, 2023, and December 31, 2022, compensation awarded to or paid to, or earned by, our Named Executive Officers.

  60. 2024 Summary Compensation Table

    | Name and Principal Position | Year | Salary ($) | Bonus ($) | Stock Awards ($)(1) | Options ($) | Non-Equity Incentive Plan Compensation ($)(2) | All Other Compensation ($)(3) | Total ($) | | Todd Nightingale | 2024 | 600,000 | — | 6,862,414 | — | — | 2,180 | 7,464,594 | | CEO and Director | 2023 | 600,000 | — | 8,978,088 | — | 586,200 | 1,180 | 10,165,468 | | | 2022 | 200,000 | 1,000,000 | 20,514,116 | — | 141,587 | 2,053 | 21,857,756 | | Artur Bergman(4) | 2024 | 500,000(5) | — | 4,035,170 | — | — | 28 | 4,535,198 | | Chief Technology Officer and Director | 2023 | 500,000 | — | 5,269,622 | 6,619,695 | — | 26 | 12,389,342 | | | 2022 | 466,954 | — | 165,000 | — | — | 12,676 | 644,630 | | Ronald Kisling | 2024 | 600,000 | — | 2,654,968 | — | — | 2,180 | 3,257,148 | | Chief Financial Officer | 2023 | 600,000 | — | 4,016,131 | — | — | 1,180 | 4,617,311 | | | 2022 | 600,000 | — | 6,708,641 | — | — | 1,173 | 7,309,813 | | Scott Lovett(6) Chief Revenue Officer | 2024 | 262,500 | — | 8,742,507 | — | 236,583 | 2,105 | 9,243,695 |

  61. 2024 Summary Compensation Table

    | (1) Amounts shown in this column do not reflect dollar amounts actually received by our Named Executive Officers. Instead, in accordance with SEC rules, these amounts reflect the aggregate grant date fair value of RSUs and PSUs computed in accordance with Financial Accounting Standard Board Accounting Standards Codification Topic 718 for stock-based compensation transactions (“ASC Topic 718”). Assumptions used in the calculation of these amounts are included in Note 11 to our Consolidated Financial Statements included in our Annual Report, filed with the SEC on February 25, 2025. The value of the PSU awards granted in 2024 on the grant date, assuming the highest level of performance would have been achieved, is $5,636,169 for Mr. Nightingale, $1,714,585 for Mr. Bergman, and $1,127,234 for Mr. Kisling, which is based on maximum vesting of the 2024 PSU awards multiplied by the closing price of our common stock on the grant date. |

  62. 2024 Summary Compensation Table

    | (2) Amounts reported in this column for 2024 represent commissions for Mr. Lovett. See “Compensation Discussion and Analysis—Principal Elements of Compensation—Commission Plan.” |

  63. 2024 Summary Compensation Table

    | (3) For 2024, amounts reported in this column include (i) $180, $28, $180, and $105 in life insurance premiums paid by us on behalf of each of Messrs. Nightingale, Bergman, Kisling, and Lovett, respectively, and (ii) 401(k) plan contributions on behalf of Messrs. Nightingale, Kisling, and Lovett. |

  64. 2024 Summary Compensation Table

    | (4) On April 4, 2024, Mr. Bergman ceased serving as our Chief Architect and was appointed as our Chief Technology Officer. |

  65. 2024 Summary Compensation Table

    | (5) Amount reported reflects Mr. Bergman’s annual base salary foregone in exchange for reimbursement of private aircraft usage for his business travel and RSUs granted in lieu of base salary, in each case, pursuant to elections made by Mr. Bergman, plus the applicable minimum wage. The aggregate grant date fair value of RSU awards granted to him pursuant to his election to receive restricted stock units in lieu of salary was $290,671. |

  66. 2024 Summary Compensation Table

    | (6) On June 3, 2024, Mr. Lovett was appointed as our Chief Revenue Officer, and the amount in the Salary column reflects his salary earned for the partial year of service. |

  67. 2024 Grants of Plan-Based Awards Table

    2024 Grants of Plan-Based Awards Table The following table shows each non-equity incentive plan award and each equity award granted to our Named Executive Officers during or in respect of fiscal year 2024.

  68. 2024 Grants of Plan-Based Awards Table

    | | | Estimated Possible Payouts Under Non-Equity Incentive Plan Awards(1) | | | Estimated Future Payouts Under Equity Incentive Plan Awards(2) | | | All Other Stock Awards: Number of Shares of Stock or Units (#) | All Other Option Awards: Number of Securities Underlying Options (#) | Exercise or Base Price of Option Awards ($/sh) | Grant Date Fair Value of Stock and Option Awards ($) | | Name | Grant Date | Threshold ($) | Target ($) | Maximum ($) | Threshold (#/$) | Target (#/$) | Maximum (#/$) | | | | | | Todd Nightingale | 03/15/2024 | — | — | — | 49,701 | 298,210(3) | 447,315 | — | — | — | 3,757,446 | | | 03/15/2024 | — | — | — | $99,999 | $600,000(4) | $900,000 | — | — | — | 600,000 | | | 03/15/2024 | — | — | — | — | — | | 198,807(5) | — | — | 2,504,968 | | Artur Bergman | 02/01/2024 | — | — | — | — | — | — | 14,015(6) | — | — | 290,671 | | | 03/15/2024 | — | — | — | 15,358 | 92,147(3) | 138,221 | — | — | — | 1,161,056 | | | 03/15/2024 | — | — | — | $27,500 | $165,000(4) | $247,500 | — | — | — | 165,000 | | | 03/15/2024 | — | — | — | — | — | — | 215,009(5) | — | — | 2,709,113 | | Ronald Kisling | 03/15/2024 | — | — | — | 9,940 | 59,642(3) | 89,463 | — | — | — | 751,489 | | | 03/15/2024 | — | — | — | $25,000 | $150,000(4) | $225,000 | — | — | — | 150,000 | | | 03/15/2024 | — | — | — | — | — | — | 139,165(7) | — | — | 1,753,479 | | Scott Lovett | N/A | — | 450,000 | — | — | — | — | — | — | — | | | | 07/10/2024 | — | — | — | — | — | — | 1,226,158(8) | — | — | 8,742,507 |

  69. 2024 Grants of Plan-Based Awards Table

    | (1) Amounts shown in this column represent the cash commission awards provided for Mr. Lovett pursuant to our Commission Plan. The Commission Plan does not provide for a threshold or maximum amount to Mr. Lovett, and is not pro-rated based on Mr. Lovett’s start date. See “2024 Summary Compensation Table” above for amounts achieved under the Commission Plan. |

  70. 2024 Grants of Plan-Based Awards Table

    | (2) Our 2024 Bonus Program provided for payment of bonuses based on our achievement of the 2024 Objectives with amounts earned by the Named Executive Officers to be paid in the form of fully vested RSUs. For Messrs. Nightingale, Bergman, and Kisling, the amounts shown in the “Estimated Future Payouts Under Equity Incentive Plan Awards” column of this table include the applicable dollar values of the bonus award, which was converted to a number of fully vested RSUs that were issued with respect to the bonuses earned under our 2024 Bonus Program (as determined by dividing the applicable dollar value of the bonus earned by the closing price of our common stock on February 21, 2025, of $7.26, rounded down to the nearest whole RSU. Additional information on the payment of the 2024 Bonus Program bonuses is set out in footnote 1 to the Summary Compensation Table and footnote 4 to this table. |

  71. 2024 Grants of Plan-Based Awards Table

    | (3) These awards were granted by our Compensation Committee in March 2024 and may be earned from 0% to 150% based on the achievement of certain pre-established performance goals during fiscal year 2024. Once earned, this award would be subject to time-based vesting, with 33% of the earned shares vesting on February 26, 2025, and 8.375% quarterly thereafter on May 26, August 26, November 26 and February 26, subject to the grantee continuing to provide services to us through each vesting date. 25.0% of the pre-established performance goals were met, and the grantees were eligible to receive 25.0% of the target number of shares. |

  72. 2024 Grants of Plan-Based Awards Table

    | (4) Amounts in this row reflect the threshold, target and maximum bonus dollar amounts payable in the form of fully vested RSUs granted under the 2024 Bonus Program, as further explained in footnote 2 to this table and in footnote 1 to the Summary Compensation Table. |

  73. 2024 Grants of Plan-Based Awards Table

    | (5) Consists of time-based vesting RSUs, which vested as to 1/16th of the shares on May 15, 2024, and are eligible to vest through the fourth anniversary of the vesting commencement date, subject to the grantee continuing to provide services to us through each vesting date. |

  74. 2024 Grants of Plan-Based Awards Table

    | (6) RSUs granted as part of base salary reduction. |

  75. 2024 Grants of Plan-Based Awards Table

    | (7) Consists of time-based vesting RSUs, which vested as to 1/12th of the shares on May 15, 2024, and are eligible to vest through the third anniversary of the vesting commencement date, subject to Mr. Kisling’s continuous service through each vesting date. |

  76. 2024 Grants of Plan-Based Awards Table

    | (8) Consists of time-based vesting RSUs, granted in connection with the appointment of Mr. Lovett, which will vest as to 1/4th of the shares on June 15, 2025, and vest as to the remainder of the shares in 12 equal quarterly installments thereafter, subject to Mr. Lovett’s continuous service through each such date. |

  77. 2024 Outstanding Equity Awards as of Fiscal Year-End Table

    2024 Outstanding Equity Awards as of Fiscal Year-End Table The following table shows, certain information regarding outstanding equity awards held at December 31, 2024, by our Named Executive Officers:

  78. 2024 Outstanding Equity Awards as of Fiscal Year-End Table

    | | Option Awards(1) | | | | | | Stock Awards(1) | | | | | | | | | | | | Restricted Stock Units | | Performance-Based Restricted Stock Units | | | | Vesting Commencement Date | Grant Date | Number of Securities Underlying Unexercised Options Exercisable (#) | Number of Securities Underlying Unexercised Options Unexercisable (#) | Option Exercise Price ($) | Option Expiration Date | Number of Shares or Units of Stock That Have Not Vested (#)(2) | Market Value of Shares or Units of Stock That Have Not Vested ($)(3) | Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested (#) | Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested ($) | | Todd Nightingale | 9/1/2022 | 9/6/2022 | — | — | — | — | — | — | 978,261(4) | 9,234,784 | | | 9/1/2022 | 9/6/2022 | | | | | 326,088(5) | 3,078,271 | — | — | | | — | 3/29/2023 | — | — | — | — | 89,545(6) | 845,305 | — | — | | | 2/15/2023 | 3/29/2023 | — | — | — | — | 91,197(7) | 860,900 | — | — | | | — | 5/4/2023 | — | — | — | — | 29,850(6) | 281,784 | — | — | | | 2/15/2026 | 5/4/2023 | — | — | — | — | 72,957(8) | 688,714 | — | — | | | 2/15/2024 | 3/15/2024 | — | — | — | — | 161,532(9) | 1,524,862 | — | — | | | — | 3/15/2024 | — | — | — | — | | | 447,315(10) | 4,222,654 | | Artur Bergman | 2/15/2021 | 2/14/2021 | — | — | — | — | 1,964(11) | 18,540 | — | — | | | 11/2/2023 | 11/2/2023 | — | — | — | — | 225,877(12) | 2,132,279 | — | — | | | 11/2/2023 | 11/2/2023 | 188,230(13) | 414,108 | 16.47 | 11/1/2033 | — | — | — | — | | | 2/15/2024 | 3/15/2024 | — | — | — | — | 174,695(9) | 1,649,121 | — | — | | | — | 3/15/2024 | — | — | — | — | — | — | 138,221(10) | 1,304,806 | | Ronald Kisling | 7/15/2021 | 9/15/2021 | — | — | — | — | 43,869(14) | 414,123 | — | — | | | — | 2/11/2022 | — | — | — | — | 2,339(15) | 22,080 | — | — | | | 2/15/2022 | 2/11/2022 | — | — | — | — | 28,850(14) | 272,344 | — | — | | | 9/1/2022 | 9/20/2022 | — | — | — | — | — | — | 172,500(4) | 1,628,400 | | | — | 3/29/2023 | — | — | — | — | 28,655(6) | 270,503 | — | — | | | 2/15/2023 | 3/29/2023 | — | — | — | — | 68,094(7) | 642,807 | — | — | | | 2/15/2024 | 3/15/2024 | — | — | — | — | 104,374(9) | 985,291 | — | — | | | — | 3/15/2024 | — | — | — | — | | | 89,463(10) | 844,531 | | Scott Lovett | 6/15/2024 | 7/10/2024 | — | — | — | — | 1,226,158(16) | 11,574,932 | — | — |

  79. 2024 Outstanding Equity Awards as of Fiscal Year-End Table

    | (1) The unvested shares subject to these awards may be subject to accelerated vesting upon a qualifying termination of employment, see “Employment Arrangements.” All option awards and stock awards were granted under our 2019 Plan. |

  80. 2024 Outstanding Equity Awards as of Fiscal Year-End Table

    | (2) Represent RSUs granted under our 2019 Plan. |

  81. 2024 Outstanding Equity Awards as of Fiscal Year-End Table

    | (3) The market values of the restricted stock unit awards that have not vested are calculated by multiplying the number of shares underlying the award by $9.44, the closing price of our common stock on December 31, 2024 (the last trading day of our fiscal year). |

  82. 2024 Outstanding Equity Awards as of Fiscal Year-End Table

    | (4) These PSUs are divided into four pre-established performance-based vesting tranches that may be earned over a period of approximately five years, subject to continuous service through the applicable earliest vest date and achievement of the applicable stock price hurdles as set forth in the table below. |

  83. 2024 Outstanding Equity Awards as of Fiscal Year-End Table

    | Tranche | Stock Price Hurdle* | Earliest Vest Date** | Percentage of Performance-Based Award | | 1*** | $17.25 | November 15, 2023 | 25% | | 2 | $23.00 | November 15, 2024 | 25% | | 3 | $34.50 | November 15, 2025 | 25% | | 4 | $46.00 | November 15, 2026 | 25% |

  84. 2024 Outstanding Equity Awards as of Fiscal Year-End Table

    | * For purposes of this PSU Award, a Stock Price Hurdle will be achieved when the average closing price of the Company’s common stock during a period of 60 consecutive trading days equals or exceeds the applicable Stock Price Hurdle. |

  85. 2024 Outstanding Equity Awards as of Fiscal Year-End Table

    | ** A “quarterly vesting date” means each of November 15th, February 15th, May 15th, and August 15th. |

  86. 2024 Outstanding Equity Awards as of Fiscal Year-End Table

    | *** Tranche 1 of this PSU award achieved its stock price hurdle of $17.25 on August 17, 2023, and therefore, 1/4th of the total shares subject to this PSU award (or 100% of Tranche 1) vested on November 15, 2023. |

  87. 2024 Outstanding Equity Awards as of Fiscal Year-End Table

    | (5) 1/10th of the total 1,304,347 shares subject to this RSU award vested on each of November 15, 2022, February 15, 2023, May 15, 2023, and August 15, 2023, 7.5% vested on each of November 15, 2023, February 15, 2024, May 15, 2024, and August 15, 2024, 5% vested on each of November 15, 2024, and February 15, 2025, 5% will vest on May 15, 2025 and August 15, 2025, and 2.5% will vest on each of November 15, 2025, February 15, 2026, May 15, 2026, and August 15, 2026. |

  88. 2024 Outstanding Equity Awards as of Fiscal Year-End Table

    | (6) 1/3rd of the total shares subject to this PSU award vested subject to the achievement of pre-established performance goals during fiscal year 2023 on February 22, 2024 and 8.375% vest quarterly thereafter, subject to continuous service through each such date. |

  89. 2024 Outstanding Equity Awards as of Fiscal Year-End Table

    | (7) The RSUs that remain subject to this award vest in substantially equal quarterly installments through the third anniversary of the vesting commencement date, subject to continuous service through each such date. |

  90. 2024 Outstanding Equity Awards as of Fiscal Year-End Table

    | (8) 1/4th of the total shares subject to this RSU award will vest on each of May 15, 2026, and 1/4th quarterly thereafter, subject to continuous service through each such date. |

  91. 2024 Outstanding Equity Awards as of Fiscal Year-End Table

    | (9) 1/16th of the total shares subject to this RSU award vested on May 15, 2024 and 1/16th vest quarterly thereafter, subject to continuous service through each such date. |

  92. 2024 Outstanding Equity Awards as of Fiscal Year-End Table

    | (10) 1/3rd of the total shares subject to this PSU award vested subject to the achievement of pre-established performance goals during fiscal year 2024 on February 26, 2025 and 8.375% vest quarterly thereafter, subject to continuous service through each such date. |

  93. 2024 Outstanding Equity Awards as of Fiscal Year-End Table

    | (11) 1/8th of the total 31,413 shares subject to this RSU award vested on August 15, 2021 and 1/16th vest quarterly thereafter, subject to continuous service through each such date. |

  94. 2024 Outstanding Equity Awards as of Fiscal Year-End Table

    | (12) 1/16th of the total shares subject to this RSU award vested on February 15, 2024 and 1/16th vest quarterly thereafter, subject to continuous service through each such date. |

  95. 2024 Outstanding Equity Awards as of Fiscal Year-End Table

    | (13) 1/16th of the shares subject to this option award vested on November 15, 2023 and 1/16th vest quarterly thereafter, subject to continuous service through each such date. |

  96. 2024 Outstanding Equity Awards as of Fiscal Year-End Table

    | (14) The RSUs that remain subject to this award vest in substantially equal quarterly installments through the fourth anniversary of the vesting commencement date, subject to continuous service through each such date. |

  97. 2024 Outstanding Equity Awards as of Fiscal Year-End Table

    | (15) The RSUs that remain subject to this award vest in substantially equal quarterly installments through February 28, 2025, subject to continuous service through each such date. |

  98. 2024 Outstanding Equity Awards as of Fiscal Year-End Table

    | (16) 1/4th of the total shares subject to this RSU award will vest on June 15, 2025, and 1/16th quarterly thereafter, subject to continuous service through each such date. |

  99. 2024 Options Exercised and Stock Vested Table

    2024 Options Exercised and Stock Vested Table The following table provides information on stock option exercises and shares acquired on the vesting of stock awards by our Named Executive Officers during fiscal year 2024.

  100. 2024 Options Exercised and Stock Vested Table

    | | Option Awards | | Stock Awards | | | Name | Number of Shares Acquired on Exercise (#) | Value Realized on Exercise ($) | Number of Shares Acquired on Vesting (#) | Value Realized on Vesting ($) | | Todd Nightingale | — | — | 634,645 | 6,331,205 | | Artur Bergman | — | — | 155,633 | 1,479,844 | | Ronald Kisling | — | — | 259,027 | 2,693,097 | | Scott Lovett | — | — | — | — |

  101. Potential Payments on Termination or Change of Control

    Potential Payments on Termination or Change of Control The following table presents information concerning estimated payments and benefits that would be provided in the circumstances described above for each of the Named Executive Officers serving as of the end of the fiscal year ending December 31, 2024. Unless otherwise stated, the payments and benefits set forth below are estimated assuming that the termination of employment or change in control event occurred on the last business day of our fiscal year ending December 31, 2024 using the closing market price per share of our common stock on the last trading day on or preceding that date. Actual payments and benefits could be different if such events were to occur on any other date or at any other price or if any other assumptions are used to estimate potential payments and benefits.

  102. Potential Payments on Termination or Change of Control

    | Named Executive Officer | Involuntary Termination of Employment Without Cause ($) | Involuntary Termination of Employment or Voluntary Resignation for Good Reason Within 12 Months Following a Change of Control ($) | | Todd Nightingale | | | | Severance Payment | 1,350,000 | 1,800,000 | | Equity Acceleration(1) | 4,391,186(2) | 7,751,363(3) | | Company-paid premiums | 57,099 | 76,132 | | Total | 5,798,285 | 9,627,496 | | Artur Bergman | | | | Severance Payment | 222,065 | 241,087 | | Equity Acceleration(1) | 232,758(2) | 943,409(3) | | Company-paid premiums | 57,963 | 57,963 | | Total | 512,786 | 1,242,458 | | Ronald Kisling | | | | Severance Payment | 562,500 | 750,000 | | Equity Acceleration(1) | 1,858,000(2) | 2,701,445(3) | | Company-paid premiums | 9,305 | 12,406 | | Total | 2,429,805 | 3,463,851 | | Scott Lovett | | | | Severance Payment | 337,500 | 450,000 | | Equity Acceleration(1) | 2,893,728(4) | 11,574,932(3) | | Company-paid premiums | 29,123 | 38,831 | | Total | 3,260,351 | 12,063,762 |

  103. Potential Payments on Termination or Change of Control

    | (1) Represents the market value of the shares underlying the stock options and RSUs as of December 31, 2024, based on the closing price of our Class A common stock, as reported on the NYSE, of $9.44 per share on December 31, 2024, the last trading day in 2024 minus, in the case of stock options, the exercise price of the unvested stock option shares subject to acceleration. |

  104. Potential Payments on Termination or Change of Control

    | (2) Represents 12 months of accelerated vesting of the total number of shares underlying outstanding and unvested time-based equity awards. For equity awards subject to performance conditions, the performance conditions have been deemed satisfied based on actual achievement. |

  105. Potential Payments on Termination or Change of Control

    | (3) Represents 100% accelerated vesting of the total number of shares underlying outstanding and unvested time-based equity awards. For equity awards subject to performance conditions, the performance conditions have been deemed satisfied based on actual achievement. |

  106. Potential Payments on Termination or Change of Control

    | (4) Represents nine months of accelerated vesting of the total number of shares underlying outstanding and unvested time-based equity awards. For equity awards subject to performance conditions, the performance conditions have been deemed satisfied based on actual achievement. |

  107. Pay vs. Performance

    Pay vs. Performance As required by Item 402(v) of Regulation S-K, we are providing the following information about the relationship between executive compensation actually paid and certain financial performance measures of the Company. In accordance with applicable SEC rules, the adjustments described and quantified below were made to the values reported in the Summary Compensation table for each applicable year to determine the “actual” compensation paid to our Principal Executive Officers (“PEOs”) and the average “actual” compensation paid to our other Named Executive Officers (or “NEOs”). For further information concerning the Company’s variable pay-for-performance philosophy and how the Company aligns executive compensation with the Company’s performance, refer to “Executive Compensation – Compensation Discussion and Analysis.” The following table summarizes compensation values reported in the Summary Compensation Table for our PEO and the average for our other NEOs, as compared to “compensation actually paid” or “CAP” and the Company’s financial performance for the years ended December 31, 2024, 2023, 2022, 2021, and 2020:

  108. Pay vs. Performance

    | Year | Summary Compensation Table Total for Artur Bergman(1) | Compensation Actually Paid to Artur Bergman(1)(2) | Summary Compensation Table Total for Joshua Bixby(1) | Compensation Actually Paid to Joshua Bixby(1)(2) | Summary Compensation Table Total for PEO (Todd Nightingale)(1) | Compensation Actually Paid to Todd Nightingale(1)(2) | Average Summary Compensation Table Total for Non-PEO NEOs(3) | Average Compensation Actually Paid to Non-PEO NEOs(3)(4) | Value of Initial Fixed $100 Investment Based On: | | Net Income (millions) | Revenue (millions)(6) | | | | | | | | | | | Total Stockholder Return | Peer Group Total Stockholder Return(5) | | | | (a) | (b) | (c) | (b) | (c) | (b) | (c) | (d) | (e) | (f) | (g) | (h) | (i) | | 2024 | — | — | — | — | $7,464,594 | $(24,691,973) | $5,678,680 | $726,959 | $47.04 | $286.10 | $(158.1) | $543.7 | | 2023 | — | — | — | — | $10,165,468 | $36,942,933 | $6,867,702 | $12,229,373 | $88.69 | $210.85 | $(133.1) | $506.0 | | 2022 | — | — | $9,199,127 | $(3,892,017) | $21,857,756 | $20,179,714 | $4,066,505 | $(2,381,573) | $40.81 | $134.82 | $(190.8) | $432.7 | | 2021 | — | — | $10,151,111 | $(12,802,716) | — | — | $7,088,904 | $(1,602,130) | $176.63 | $189.64 | $(222.7) | $354.3 | | 2020 | $6,767,258 | $38,184,386 | $8,049,162 | $52,180,083 | — | — | $3,816,864 | $19,287,475 | $435.33 | $142.21 | $(95.9) | $290.9 |

  109. Pay vs. Performance

    | (1) The dollar amounts reported in columns (b) are the amounts reported for Messrs. Bergman, Bixby and Nightingale, respectively, for each corresponding year in the “Total” column of the Summary Compensation Table. Mr. Bergman served as our Chief Executive Officer in 2020 through February 18, 2020, after which time he became our Chief Architect and Executive Chairperson. Mr. Bergman resigned from his role as Executive Chairperson effective April 2023. Mr. Bergman became our Chief Technology Officer in April 2024. Mr. Bixby served as our Chief Executive Officer effective February 19, 2020 through August 31, 2022. Mr. Nightingale has served as our CEO since September 1, 2022. The following individuals served as our PEOs for the following years: |

  110. Pay vs. Performance

    2024: Todd Nightingale 2023: Todd Nightingale 2022: Joshua Bixby, Todd Nightingale 2021: Joshua Bixby 2020: Artur Bergman, Joshua Bixby

  111. Pay vs. Performance

    | (2) The dollar amounts reported in columns (c) represent the amount of CAP for Messrs. Bergman, Bixby, and Nightingale, respectively as computed in accordance with Item 402(v) of Regulation S-K. The dollar amounts do not reflect the actual amount of compensation earned by or paid during the applicable year. The Company deducted from and added to the Summary Compensation Table total compensation the following amounts to calculate compensation actually paid in accordance with Item 402(v) of Regulation S-K as disclosed in columns (c) and (e) for our PEO and Non-PEO NEOs in each respective year. As the Company’s NEOs do not participate in any defined benefit plans, no adjustments were required to amounts reported in the Summary Compensation Table totals related to the value of benefits under such plans. There are no material differences between the assumptions used to compute the valuation of the equity awards for calculating the compensation actually paid from the assumptions used to compute the valuation of such equity awards as of the grant date. |

  112. Pay vs. Performance

    | | 2024 | | 2023 | | 2022 | | | 2021 | | 2020 | | | | | Todd Nightingale | Average Non-PEO NEOs | Todd Nightingale | Average Non-PEO NEOs | Todd Nightingale | Joshua Bixby | Average Non-PEO NEOs | Joshua Bixby | Average Non-PEO NEOs | Joshua Bixby | Artur Bergman | Average Non-PEO NEOs | | Total Compensation from Summary Compensation Table | $7,464,594 | $5,678,680 | $10,165,468 | $6,867,702 | $21,857,756 | $9,199,127 | $4,066,505 | $10,151,111 | $7,088,904 | $8,049,162 | $6,767,258 | $3,816,864 | | Adjustments for Equity Awards | | | | | | | | | | | | | | Grant date values in the Summary Compensation Table | -$6,862,414 | -$5,144,215 | -$8,978,088 | -$6,160,954 | -$20,514,116 | -$8,693,058 | -$3,413,192 | -$9,618,134 | -$6,566,179 | -$7,630,888 | -$6,139,403 | -$3,108,033 | | Year-end fair value of unvested awards granted in the current year | $5,747,516 | $5,452,893 | $12,012,366 | $8,733,232 | $17,440,430 | $2,475,829 | $1,422,184 | $3,480,020 | $3,051,217 | $17,168,729 | $12,525,014 | $7,009,724 | | Year-over-year difference of year-end fair values for unvested awards granted in prior years | -$22,868,307 | -$4,183,687 | $15,809,027 | $1,261,639 | $0 | -$2,985,352 | -$2,504,587 | -$12,631,447 | -$3,455,201 | $22,005,767 | $14,014,350 | $5,408,818 |

  113. Pay vs. Performance

    | | 2024 | | 2023 | | 2022 | | | 2021 | | 2020 | | | | | Todd Nightingale | Average Non-PEO NEOs | Todd Nightingale | Average Non-PEO NEOs | Todd Nightingale | Joshua Bixby | Average Non-PEO NEOs | Joshua Bixby | Average Non-PEO NEOs | Joshua Bixby | Artur Bergman | Average Non-PEO NEOs | | Fair values at vest date for awards granted and vested in current year | $266,889 | $326,001 | $897,541 | $832,627 | $1,395,644 | $445,932 | $303,043 | $793,071 | $596,255 | $6,473,673 | $5,520,156 | $3,978,822 | | Difference in fair values between prior year-end fair values and vest date fair values for awards granted in prior years | -$5,723,473 | - $1,122,927 | $7,036,619 | $1,270,861 | $0 | -$2,664,091 | - $1,221,449 | -$4,977,337 | -$2,317,126 | $6,113,639 | $5,497,011 | $2,181,281 | | Forfeitures during current year equal to prior year-end fair value | -$2,716,778 | -$279,786 | $0 | -$575,734 | $0 | -$1,670,404 | -$1,034,077 | $0 | $0 | $0 | $0 | $0 | | Dividends or dividend equivalents not otherwise included in the total compensation | $0 | $0 | $0 | $0 | $0 | $0 | $0 | $0 | $0 | $0 | $0 | $0 | | Total Adjustments for Equity Awards | -$25,294,153 | $192,493 | $35,755,553 | $11,522,625 | $18,836,074 | -$4,398,086 | -$3,034,886 | -$13,335,693 | -$2,124,855 | $51,761,809 | $37,556,531 | $18,578,644 | | Compensation Actually Paid (as calculated) | -$24,691,973 | $726,959 | $36,942,933 | $12,229,373 | $20,179,714 | -$3,892,017 | -$2,381,573 | -$12,802,716 | -$1,602,130 | $52,180,083 | $38,184,386 | $19,287,475 |

  114. Pay vs. Performance

    | (3) The dollar amounts reported in column (d) represent the average of the amounts reported for the Company’s NEOs as a group (excluding our PEOs) in the “Total” column of the Summary Compensation Table Total in each applicable year. The following individuals were our Non-PEO NEOs in the respective years: |

  115. Pay vs. Performance

    2024: Artur Bergman, Ronald Kisling, and Scott Lovett 2023: Artur Bergman, Ronald Kisling, and Brett Shirk 2022: Artur Bergman, Ronald Kisling, Paul Luongo, and Brett Shirk 2021: Artur Bergman, Adriel Lares, Ronald Kisling, Paul Luongo, and Brett Shirk 2020: Adriel Lares, Paul Luongo, and Wolfgang Maasberg

  116. Pay vs. Performance

    | (4) The dollar amounts reported in column (e) represent the average amount of CAP to the non-PEO NEOs as a group, as computed in accordance with Item 402(v) of Regulation S-K. The dollar amounts do not reflect the actual average amount of compensation earned by or paid to the Non-PEO NEOs as a group during the applicable year. In accordance with the requirements of Item 402(v) of Regulation S-K, adjustments were made to average total reported compensation for the Non-PEO NEOs as a group for each year to determine the CAP, using the methodology described above in Note 2. |

  117. Pay vs. Performance

    | (5) The peer group is the following published industry index: S&P 500 Information Technology Index. |

  118. Pay vs. Performance

    | (6) While the Company uses numerous financial and non-financial performance measures for the purpose of evaluating performance for the Company’s compensation programs, the Company has determined that Revenue is the financial performance measure that, in the Company’s assessment, represents the most important performance measure (that is not otherwise required to be disclosed in the table) used by the Company to link compensation actually paid to the Company’s NEOs, for the most recently completed fiscal year, to Company performance. |

  119. Required Disclosure of the Relationship Between Compensation Actually Paid and Financial Performance Measures

    Required Disclosure of the Relationship Between Compensation Actually Paid and Financial Performance Measures As required by Item 402(v) of Regulation S-K, we are providing the following graphs to illustrate the relationship between the CAP and performance figures that are included in the pay versus performance tabular disclosure above. In addition, the first graph below further illustrates the relationship between Company total stockholder return and that of the S&P 500 Information Technology Index. As noted above, CAP for purposes of the tabular disclosure and the following graphs were calculated in accordance with SEC rules and do not fully represent the actual final amount of compensation earned by or actually paid to our NEOs during the applicable years. CAP and Cumulative TSR / Cumulative TSR of the Peer Group CAP and Net Income

  120. Required Disclosure of the Relationship Between Compensation Actually Paid and Financial Performance Measures

    | * 2020 Net Income has been corrected from prior year’s disclosure graph, which inadvertently reported 2022 Net Income as 2020 Net Income |

  121. Required Disclosure of the Relationship Between Compensation Actually Paid and Financial Performance Measures

    CAP and Revenue

  122. CEO Pay Ratio

    CEO Pay Ratio The following table presents the median of the annual total compensation of all our employees (other than Mr. Nightingale, our CEO), the annual total compensation of Mr. Nightingale, our CEO, and the ratio between the annual total compensation for all our employees to Mr. Nightingale. These ratios are a reasonable estimate calculated in a manner consistent with Item 402(u) of Regulation S-K under the Securities Exchange Act of 1934.

  123. CEO Pay Ratio

    | 2024 CEO annual total compensation (Todd Nightingale) | $7,464,594 | | 2024 median employee annual total compensation | $213,562 | | Ratio of CEO to median employee annual total compensation (Todd Nightingale) | 35.0:1 |

  124. CEO Pay Ratio

    In identifying our median employee, we chose December 31, 2024, which is the last day of our most recently completed fiscal year, as the determination date. To identify our median employee, we used a consistently applied compensation measure consisting of annual base salary pay rate, target commissions, and grant date fair value of equity awards granted, including the grant date fair value of the fully vested RSUs granted under the 2024 Bonus Program, to or earned by our employees, excluding our CEO, for the 12-month period from January 1, 2024 through December 31, 2024. This compensation measure was consistently applied to all employees included in the calculation and reasonably reflects the annual compensation of our employees. Payments not made in U.S. dollars were converted to U.S. dollars using the applicable currency exchange rate in effect as of December 31, 2024. We did not make any cost-of-living adjustment. We did not include any independent contractors or other non-employee workers in our employee population. Using this approach, we selected the individual at the median of our employee population, who was a full-time employee based in the United States. We then calculated annual total compensation for this employee using the same methodology we use for our Named Executive Officers as set forth in our Summary Compensation Table. With respect to the annual total compensation of our CEO, we used the amount reported in the “Total” column of our 2024 Summary Compensation Table. SEC rules and guidance provide significant flexibility in how companies identify the median employee, and each company may use a different methodology and make different assumptions particular to that company. As a result, and as the SEC explained when it adopted these rules, in considering the pay-ratio disclosure, stockholders should keep in mind that the rules were not designed to facilitate comparisons of pay ratios among different companies, even companies within the same industry, but rather were designed to allow stockholders to better understand and assess each particular company’s compensation practices and pay-ratio disclosures.

  125. COMPENSATION OF NON-EMPLOYEE DIRECTORS

    COMPENSATION OF NON-EMPLOYEE DIRECTORS The following table shows for the fiscal year ended December 31, 2024, certain information with respect to the compensation of our non-employee directors:

  126. COMPENSATION OF NON-EMPLOYEE DIRECTORS

    | Name | Fees Earned or Paid in Cash | Stock Awards(1)(2) | Total | | Aida Álvarez | $50,000 | $199,995 | $244,995 | | Richard Daniels | $40,000 | $199,995 | $239,995 | | David Hornik | $60,000 | $199,995 | $259,995 | | Paula Loop | $40,000 | $199,995 | $239,995 | | Charles Meyers | $55,000 | $199,995 | $254,995 | | Christopher B. Paisley | $60,000 | $199,995 | $259,995 | | Vanessa Smith | $40,000 | $199,995 | $239,995 |

  127. COMPENSATION OF NON-EMPLOYEE DIRECTORS

    | (1) Amounts shown in this column reflect the aggregate grant date fair value of RSU awards granted during 2024, computed in accordance with ASC Topic 718. Assumptions used in the calculation of these amounts are included in Note 11 to our Consolidated Financial Statements included in our Annual Report. The table below lists the aggregate number of shares of our common stock subject to outstanding stock awards held by each of our non-employee directors as of December 31, 2024. |

  128. COMPENSATION OF NON-EMPLOYEE DIRECTORS

    | (2) The table below lists the aggregate number of shares subject to outstanding stock options and RSU awards held by each of our non-employee directors as of December 31, 2024. |

  129. COMPENSATION OF NON-EMPLOYEE DIRECTORS

    | Name | Number of Shares Subject to Outstanding Options as of December 31, 2024 | Number of Shares Subject to Outstanding RSUs as of December 31, 2024 | | Aida Álvarez | — | 13,333 | | Richard Daniels | — | 13,333 | | David Hornik | — | 13,333 | | Paula Loop | — | 13,333 | | Charles Meyers | — | 13,333 | | Christopher B. Paisley | 38,424 | 13,333 | | Vanessa Smith | — | 13,333 |

  130. Non-Employee Director Compensation Policy

    Non-Employee Director Compensation Policy We have adopted a non-employee director compensation policy, pursuant to which our non-employee directors are eligible to receive compensation for service on our Board of Directors and committees of our Board of Directors. In 2024, each non-employee director received an annual cash retainer of $40,000 for serving on our Board of Directors. The Chairperson of the Board of Directors receives an additional annual cash retainer of $20,000. Members do not receive cash retainers for their service as members of committees, and the chairperson of the three committees of our Board of Directors were entitled to the following additional annual cash retainers:

  131. Non-Employee Director Compensation Policy

    | Board Committee | Chairperson Fee | | Audit Committee | $20,000 | | Compensation Committee | $15,000 | | Nominating and Corporate Governance Committee | $10,000 |

  132. Non-Employee Director Compensation Policy

    All annual cash compensation amounts are payable in equal quarterly installments in arrears, on the last day of each fiscal quarter for which the service occurred, prorated based on the days served in the applicable fiscal quarter.

  133. Equity Awards to Non-Employee Directors and Executive Officers

    Equity Awards to Non-Employee Directors and Executive Officers We have granted equity awards to certain of our non-employee directors and executive officers. For more information regarding the equity awards granted to our non-employee directors and Named Executive Officers, see “Executive Compensation” and “Compensation of Non-Employee Directors.”