DEF 14A of Akamai Technologies Inc, Mar 28, 2024

DEF 14A of Akamai Technologies Inc

Filed Mar 28, 2024 · FY20230001193125-24-080562

Open on EDGAR

  1. Nominees for Director for Terms That Will Expire in 2025

    Nominees for Director for Terms That Will Expire in 2025

  2. Nominees for Director for Terms That Will Expire in 2025

    | Sharon Bowen, age 67 Director since 2021 Audit Committee, ESG Committee | Commissioner of the United States Commodity Futures Trading Commission from June 2014 until retirement in September 2017 Senior Associate and Partner at the law firm Latham & Watkins between 1988 and May 2014 Other Current Boards Chair of the New York Stock Exchange, Inc., a subsidiary of Intercontinental Exchange Intercontinental Exchange, Inc., a provider of marketplace infrastructure, data services and technology solutions for a diverse set of asset classes Bakkt Trust Company LLC, a private majority owned subsidiary of Bakkt Holdings, Inc. Neuberger Berman Group, a private investment management firm | | Deep regulatory, securities, market risk and public policy expertise Corporate finance, mergers and acquisitions, strategic transactions and corporate governance expertise from her role as a partner at a global law firm Experience leading ESG initiatives and programs | |

  3. Nominees for Director for Terms That Will Expire in 2025

    | Marianne Brown, age 65 Director since 2020 Audit Committee, Finance Committee Chair | Retired former executive at Fidelity National Information Services, Inc. (“FIS”), a global financial services technology company, where she was Corporate Executive Vice President and Co-Chief Operating Officer from January 2018 through December 2019 Chief Operating Officer, Institutional and Wholesale Business of FIS from December 2015 through December 2018, when FIS acquired SunGard Financial Systems LLC, a financial software and technology services company Other Current Boards The Charles Schwab Corporation, an investment services firm Northrop Grumman Corp, an aerospace and defense technology company International Business Machines Corporation (IBM), a multinational technology company Prior Public Company Boards in Last 5 Years VMWare, Inc. a provider of cloud computing and virtualization software and services | | Extensive leadership experience in technology sales and product management to provide insight into the likely perspectives of Akamai’s current and potential customers Executive oversight of go-to-market initiatives and organizational and investment strategy Demonstrated ability to execute and integrate acquisitions and drive operational efficiency | |

  4. Nominees for Director for Terms That Will Expire in 2025

    | Monte Ford, age 64 Director since 2013 TL&C Committee Chair, ESG Committee | Principal Partner of CIO Strategy Exchange, a membership organization for chief information officers, since 2015 Network Partner at Brightwood Capital Partners, a venture capital firm, since 2013 Other Current Boards Iron Mountain Incorporated, a provider of storage and other information management services JetBlue Airways Corporation, an airline provider Centene Corporation, a healthcare insurer Prior Public Company Boards in Last 5 Years The Michaels Companies, an arts and crafts retailer | | Experience as an information technology executive at Aptean Software and American Airlines, including serving as a chief executive officer and as a CIO overseeing all aspects of information systems and business analytics functions Helps fellow Board members and management understand what Akamai’s current and potential customers likely expect and want from our solutions and to provide actionable insight into our innovation initiatives Provides valuable advice and counsel regarding potential improvements to our internal IT systems Contributes a personal perspective on inclusion, diversity and engagement issues impacting Akamai and our environment | |

  5. Nominees for Director for Terms That Will Expire in 2025

    | Dan Hesse, age 70 Director since 2016 Board Chair since 2021 TL&C Committee, ESG Committee | Former President and CEO, Sprint Corporation, a telecommunications provider, from December 2007 to August 2014 Other Current Boards PNC Corporation, a financial institution Prior Public Company Boards in Last 5 Years Tech and Energy Transition Corporation, a non-operating special purpose acquisition company that was subsequently dissolved | | Insight into mobile and telecommunications industry affords important insight into strategy deliberations Experience as a chief executive officer enables him to advise on leadership, management and operational issues Leverages experience overseeing a large, complex technology company to provide valuable guidance and perspective Understanding of corporate governance issues | |

  6. Nominees for Director for Terms That Will Expire in 2025

    | Tom Killalea, age 56 Director since 2018 Audit Committee, Finance Committee | Founder and President, Aionle LLC, a consulting firm, from November 2014 to December 2021 VP Technology for the Kindle Content Ecosystem, Amazon.com, a multi-national technology company from 2008 to 2014 Other Current Boards Capital One Financial Corp., a financial services company Chair of MongoDB, a database technology company Satellogic, an earth observation company Prior Public Company Boards in Last 5 Years Carbon Black, Inc., a cybersecurity company | | Professional focus on internet security issues, a key area of emphasis in Akamai’s strategic plan Deep experience with cloud computing industry, a key potential area of growth for Akamai Experience with digital innovation and focus on customer experience Understanding of the content delivery network business through his work at Amazon Extensive corporate governance experience serving on several public company boards | |

  7. Nominees for Director for Terms That Will Expire in 2025

    | Tom Leighton, age 67 Director since 1998 | Chief Executive Officer, Akamai, since January 2013 Chief Scientist, Akamai from 1998 to 2012 Professor of Applied Mathematics at the Massachusetts Institute of Technology since 1982 (on leave) | | Co-founder and key developer of the software underlying our platform Unparalleled understanding of our technology and how the internet works Extensive engagement with Akamai’s investors, customers and prospective customers on a global basis Crucial source of industry information, technical and market trends and how Akamai can address those needs Provides the Board with vital information about the strategic and operational challenges and opportunities facing us | |

  8. Nominees for Director for Terms That Will Expire in 2025

    | Jonathan Miller, age 67 Director since 2015 TL&C Committee, ESG Committee | CEO of Integrated Media Co., an investment company, since February 2018 Advisor at Advancit Capital, a venture capital firm focusing on early-stage companies, since January 2018, having previously served as a partner since 2013 Other Current Boards Interpublic Group of Companies, a marketing solutions provider Prior Public Company Boards in Last 5 Years AMC Networks, an American entertainment company Nielsen Holdings plc, a global measurement and data analytics company (subsequently acquired by Evergreen Coast Capital Corporation in October 2022) Ziff Davis, Inc. (formerly J2 Global), a vertically focused digital media and internet company | | Insight into the challenges, goals and priorities of media companies such as those that are key current and prospective customers Key participant in the rapid development of the internet as a global platform for video and audio entertainment Deep understanding of the ongoing evolution of digital media Involvement with early-stage media and technology companies gives our management and the Board a window into developments that could shape our industry in the future | |

  9. Nominees for Director for Terms That Will Expire in 2025

    | Madhu Ranganathan, age 59 Director since 2019 Audit Committee Chair, Finance Committee | Chief Financial Officer of Open Text Corporation, a provider of enterprise information management solutions since April 2018 Executive Vice President and Chief Financial Officer for 24/7 Customer, Inc., a provider of customer engagement technology solutions, from June 2008 to March 2018 Other Current Boards Bank of Montreal, a financial services company Prior Public Company Boards in Last 5 Years Service Source International, Inc., provider of outsourced inside sales, customer success, renewals management and channel management solutions | | Extensive public-company financial expertise that enables her to qualify as an “audit committee financial expert” (as defined by Commission rules) and advise management and other directors on complex accounting and internal control matters Experience in developing global software and SaaS companies to provide insight from both a customer and an operational perspective Oversight of acquisition programs position her well to participate in the Finance Committee’s oversight of Akamai’s M&A program Understanding of complex global tax matters | |

  10. Nominees for Director for Terms That Will Expire in 2025

    | Ben Verwaayen, age 71 Director since 2013 TL&C Committee, ESG Committee Chair | General Partner of Keen Venture Partners, a venture capital firm, since 2017 Former Chief Executive Officer of Alcatel-Lucent, a provider of communications equipment and solutions from 2008 to 2013 Other Current Boards Renewi plc, a waste-to-product company that collects and processes waste and then sells the recyclates and energy it produces Ofcom, the regulatory and competition authority for the broadcasting, telecommunications and postal industries of the United Kingdom | | Brings an international perspective to Board deliberations, helping us better understand non-U.S. markets, public policy issues and how to operate with a global employee base CEO experience enables him to provide significant guidance to our CEO on management, leadership and operational issues Ability to leverage knowledge of telecommunications industry to advise us on carrier strategy and network relationships Deep understanding of motivational aspects of executive compensation approaches and applicable international issues | |

  11. Nominees for Director for Terms That Will Expire in 2025

    | Bill Wagner, age 57 Director since 2018 TL&C Committee, Finance Committee | Former President and CEO of GoTo (formerly LogMeIn, Inc.), a publicly-traded software-as-a-service company, from December 2015 to January 2022, having previously served from May 2013 through November 2015 as its President and Chief Operating Officer. In 2020, GoTo transitioned from being a publicly-traded company to being privately held. Other Current Boards Avery Dennison Corporation Semrush Holdings, Inc. Blackline Inc. Prior Public Company Boards in Last 5 Years GoTo (formerly LogMeIn, Inc.) | | Experience as a CEO of a publicly-traded software company enables him to provide valuable counsel to the CEO and Board on matters related to strategy, leadership and operations Brings a customer perspective on how companies purchase, deploy and rely on Akamai solutions to enable and secure their businesses Extensive sales and marketing experience in the software industry brings a valuable perspective on the company’s go-to-market operations Experience fundraising and successfully executing mergers, acquisitions and divestitures positions him well to participate in the Finance Committee’s oversight of Akamai’s M&A program | |

  12. Nominees for Director for Terms That Will Expire in 2025

    Our Executive Officers Our executive officers as of March 1, 2024 were:

  13. Nominees for Director for Terms That Will Expire in 2025

    | | Tom Leighton, age 67, was elected our Chief Executive Officer in January 2013, having previously served as our Chief Scientist since he co-founded the company in 1998. As discussed above, Dr. Leighton also serves on the Board and, while currently on leave, has been Professor of Applied Mathematics at the Massachusetts Institute of Technology since 1982. From 2003 to 2005, Dr, Leighton served as the Chair of the Presidential Informational Technology Advisory Committee on Cybersecurity, and has received numerous awards and accolades related to science, math, technology and engineering. | | | Aaron Ahola, age 54, was named our Executive Vice President, General Counsel and Corporate Secretary in May 2019. From October 2017 through April 2019, he was Senior Vice President, General Counsel and Corporate Secretary. Mr. Ahola joined Akamai in April 2000. During his tenure, he has served in a variety of positions, including as Vice President and Deputy General Counsel from 2011 to 2017 and our Chief Privacy Officer from 2008 until 2017. Prior to joining Akamai, he worked as a corporate and M&A attorney at Ropes & Gray LLP in Boston and Cleary, Gottlieb, Steen & Hamilton LLP in New York. Mr. Ahola currently serves on the Nasdaq Listing and Hearing Review Council. | | | Robert Blumofe, age 59, became our Executive Vice President and Chief Technology Officer in March 2021. From April 2016 through February 2021, he was our Executive Vice President, Platform and General Manager of the Enterprise Division, having previously served as our Executive Vice President – Platform since January 2013. Before taking on that role, Mr. Blumofe served in a variety of positions at Akamai since joining us in 1999, including leading the performance team and developing the Akamai Intelligent Edge Platform. Prior to his employment at Akamai, Mr. Blumofe was an Associate Professor of Computer Science at the University of Texas at Austin. He has been widely published in the areas of algorithms and systems for highly distributed and parallel computing. |

  14. Nominees for Director for Terms That Will Expire in 2025

    | | Paul Joseph, age 50, became our Executive Vice President, Global Sales and Services in March 2021 and gained the added responsibility for the oversight of our Global Services organization in December 2021. Mr. Joseph joined Akamai in January 2000 and has served in a variety of roles during his tenure with us. From September 2018 through February 2021, he was Senior Vice President, Global Sales for our Media and Carrier Division. Between October 2017 and August 2018, he served as Vice President Field Business Development in our Media Division. From March 2016 through September 2017, he was Vice President of our America Channel Sales group. Prior to such roles, he served in business development and account executive roles at Akamai. | | | Adam Karon, age 52, became our Chief Operating Officer and General Manager, Cloud Technology Group in March 2021. He joined Akamai in February 2005 and has served in numerous leadership positions during his tenure with us. From March 2017 through February 2021, he was Executive Vice President and General Manager of the Media and Carrier Division. He served as Senior Vice President, Global Services and Support from January 2014 through February 2017. Prior to joining Akamai, Mr. Karon served as a Client Director for Leftbrain, Inc. and as the Director of Technology for Transportation Components, Inc. | | | Edward McGowan, age 53, became our Executive Vice President and Chief Financial Officer in March 2019 and gained the added responsibility for the oversight of our global IT organization in December 2021. Mr. McGowan began his career at Akamai in 2000 and has served in numerous roles across the organization since that time, including as Senior Vice President, Finance, between September 2018 and February 2019; Senior Vice President, Global Sales Media & Carrier Division from January 2017 through August 2018; and Vice President, Global Carrier Strategy & Sales from April 2013 through December 2016. Before joining Akamai, Mr. McGowan served as Controller for iCast Corporation, a CMGI company. Mr. McGowan also serves as a member of the Board of Directors of WinVest Acquisition Corp. Mr. McGowan is a certified public accountant and started his career in public accounting, working for Arthur Andersen’s High Technology Practice and for PwC in their Transaction Services Group. |

  15. Nominees for Director for Terms That Will Expire in 2025

    | | Kim Salem-Jackson, age 47, became our Executive Vice President and Chief Marketing Officer in March 2021. Ms. Salem-Jackson joined us as Vice President of Global Marketing in August 2017 before being promoted to Senior Vice President Marketing and Corporate Communications in November 2019. Prior to joining Akamai, Ms. Salem-Jackson had been Senior Vice President of Worldwide Marketing and Business Development at Informatica, a provider of enterprise cloud management solutions, from August 2015 to August 2017, after holding a number of management roles at the company since joining it in 2008. Ms. Salem-Jackson started her career serving in a variety of marketing and public relations roles. Ms. Salem-Jackson also serves as a member of the Board of Directors of the Akamai Foundation, a member of Fast Company, a member of the Forbes Communications Council, and is a founding member of Chief, a network designed to empower women in business and leadership roles. | | | Mani Sundaram, age 48, became our Executive Vice President and General Manager, Security Technology Group in December 2021. Mr. Sundaram began his career at Akamai in February 2007 and has held a variety of positions during his tenure with us. Most recently, he was Executive Vice President Global Services & Support and CIO from November 2018 to December 2021. He also served as Senior Vice President Global Services and Support from March 2017 until November 2019, after serving as Vice President Global Services from January 2015 through February 2017. Prior to Akamai, Mr. Sundaram worked in various roles in engineering, marketing and client services at Virtify Inc. and Stratus Technologies. | | | Anthony Williams, age 50, became our Executive Vice President and Chief Human Resources Officer in January 2020. He joined Akamai in April 2015 as Vice President, Talent Acquisition and Diversity and served in that role until January 2018 when his title became Vice President, International HR, Talent Acquisition & Diversity. Prior to Akamai, Mr. Williams held a wide range of global human resource positions at First Data Corporation (acquired by Fiserv in 2019), Newell Rubbermaid and Time Warner – Turner Broadcasting System. |

  16. Nominees for Director for Terms That Will Expire in 2025

    Security Ownership of Certain Beneficial Owners and Management The following table includes information as to the number of shares of our common stock beneficially owned as of February 12, 2024, by the following:

  17. Nominees for Director for Terms That Will Expire in 2025

    | 🌑 | each person known to us to be the beneficial owner of more than 5% of our outstanding shares of common stock; |

  18. Nominees for Director for Terms That Will Expire in 2025

    | 🌑 | each of our directors; |

  19. Nominees for Director for Terms That Will Expire in 2025

    | 🌑 | each of our Named Executive Officers; and |

  20. Nominees for Director for Terms That Will Expire in 2025

    | 🌑 | all of our executive officers and directors as of February 12, 2024 as a group. |

  21. Nominees for Director for Terms That Will Expire in 2025

    Beneficial ownership is determined in accordance with the rules of the Commission and includes voting and/or investment power with respect to shares. Unless otherwise indicated below, to our knowledge, all persons named in the table have sole voting and investment power with respect to the shares of common stock identified below, except to the extent authority is shared by spouses under applicable law. Beneficial ownership includes any shares that the person has the right to acquire within 60 days after February 12, 2024, including through the exercise of any stock option or the release, vesting or settlement of other convertible securities. Unless otherwise indicated, the address of each person identified in the table below is c/o Akamai Technologies, Inc., 145 Broadway, Cambridge, Massachusetts 02142. On February 12, 2024, there were 151,320,568 shares of our common stock outstanding.

  22. Nominees for Director for Terms That Will Expire in 2025

    | Name of Beneficial Owner | Number of Shares of Common Stock Beneficially Owned | Percentage of Common Stock Outstanding (%) | | 5% Stockholders | | | | The Vanguard Group (1) | 17,639,604 | 11.7% | | BlackRock, Inc. (2) | 14,300,241 | 9.5% | | Directors | | | | Sharon Bowen | 4,291 | * | | Marianne Brown | 6,240 | * | | Monte Ford | 20,143 | * | | Dan Hesse | 15,427 | * | | Tom Killalea | 10,796 | * | | Tom Leighton (3) | 2,549,242 | 1.7% | | Jonathan Miller | 27,591 | * | | Madhu Ranganathan | 5,356 | * | | Ben Verwaayen | 18,224 | * | | Bill Wagner | 15,519 | * | | Other Named Executive Officers | | | | Edward McGowan (4) | 52,112 | * | | Paul Joseph (5) | 45,356 | * | | Adam Karon (6) | 66,917 | * | | Mani Sundaram (7) | 62,489 | * | | All executive officers and directors as of February 12, 2024 as a group (18 persons) (8) | 3,049,006 | 2.0% |

  23. Nominees for Director for Terms That Will Expire in 2025

    | * Percentage is less than 1% of the total number of outstanding shares of our common stock. |

  24. Nominees for Director for Terms That Will Expire in 2025

    | (1) The information reported is based on a Schedule 13G/A filed with the Commission on February 13, 2024 by The Vanguard Group, Inc. (“Vanguard”), which reports its address as 100 Vanguard Boulevard, Malvern, Pennsylvania 19355. Vanguard reports that it holds shared voting power with respect to 188,446 shares, sole dispositive power with respect to 16,999,718 shares and shared dispositive power with respect to 639,886 shares. |

  25. Nominees for Director for Terms That Will Expire in 2025

    | (2) The information reported Is based on a Schedule 13G/A filed with the Commission on January 24, 2024 by BlackRock, Inc. (“BlackRock”), which reports its address as 50 Hudson Yards, New York, New York 10001. BlackRock reports that it holds sole dispositive power with respect to 14,300,241 shares and sole voting power with respect to 13,165,324 shares held by it. |

  26. Nominees for Director for Terms That Will Expire in 2025

    | (3) Includes (i) 108,358 shares held by the TBL Foundation of which Dr. Leighton serves as a trustee, (ii) 2,310,140 shares held by the F. Thomson Leighton and Bonnie B. Leighton Revocable Trust dtd 11/3/99 over which Dr. Leighton disclaims beneficial ownership, (iii) 20,963 shares held by the David T. Leighton Trust of which F. Thomson Leighton is a trustee over which Dr. Leighton disclaims beneficial ownership and (iv) 109,781 shares issuable upon the vesting of RSUs within 60 days after February 12, 2024. |

  27. Nominees for Director for Terms That Will Expire in 2025

    | (4) Includes 36,400 shares issuable upon the vesting of RSUs within 60 days after February 12, 2024. |

  28. Nominees for Director for Terms That Will Expire in 2025

    | (5) Includes 20,065 shares are held by the PJ Joseph Trust 2020 of which Mr. Joseph serves as a trustee and (ii) 25,291 shares issuable upon the vesting of RSUs within 60 days after February 12, 2024. |

  29. Nominees for Director for Terms That Will Expire in 2025

    | (6) Includes (i) 21,963 shares and (ii) 44,954 shares issuable upon the vesting of RSUs within 60 days after February 12, 2024. |

  30. Nominees for Director for Terms That Will Expire in 2025

    | (7) Includes (i) 18,457 shares held by the MMMM Family Living Trust of which Mr. Sundaram serves as a trustee and (ii) 23,762 shares issuable upon the vesting of RSUs within 60 days after February 12, 2024. |

  31. Nominees for Director for Terms That Will Expire in 2025

    | (8) Includes 87,765 shares issuable upon the vesting of RSUs within 60 days after February 12, 2024. |

  32. Nominees for Director for Terms That Will Expire in 2025

    Board Leadership and Role in Risk Oversight

  33. Risk Oversight

    | Name | Fees Earned or Paid in Cash ($) (1) | Stock Awards ($) (2) | Total ($) | | Sharon Bowen (3) | 75,000 | 294,368 | 369,368 | | Marianne Brown (4) | 80,000 | 326,473 | 406,473 | | Monte Ford (5) | 80,000 | 326,473 | 406,473 | | Dan Hesse (6) | 100,000 | 374,675 | 474,675 | | Tom Killalea (7) | 75,000 | 294,368 | 369,368 | | Jonathan Miller (8) | 75,000 | 294,368 | 369,368 | | Madhu Ranganathan (9) | 80,000 | 326,473 | 406,473 | | Ben Verwaayen (10) | 80,000 | 315,802 | 395,802 | | Bill Wagner (11) | 75,000 | 294,368 | 369,368 |

  34. Executive Summary

    | 🌑 | tying annual bonuses to performance against specific financial measures that require achievement of rigorous financial targets for payment, with a modifier based on ESG goals; |

  35. Executive Summary

    | 🌑 | utilizing restricted stock units (“RSUs”) subject to performance-based vesting (“PRSUs”), that require achievement of rigorous financial targets in order to vest; and |

  36. Executive Summary

    | 🌑 | granting RSUs that require us to meet relative total shareholder return (“TSR”) targets in order to vest (“relative TSR-Based RSUs”). |

  37. Executive Summary

    CEO Compensation Dr. Leighton became our Chief Executive Officer in January 2013, having previously served as our Chief Scientist since co-founding Akamai. In establishing his salary as CEO, the TL&C Committee considered Dr. Leighton’s compensation history, his significant equity holdings, peer group practices and the desire for performance-based compensation to constitute the majority of his pay package. This approach conforms to our philosophy of aligning his compensation with the interests of our long-term investors. In 2013, when Dr. Leighton became CEO, his salary was established at $1. In 2018, in order to align Dr. Leighton with his leadership team, the TL&C Committee established an annual target bonus opportunity for him, with the remainder of his annual compensation to be market competitive and consisting solely of equity-based awards. As in prior years, the TL&C Committee and Dr. Leighton agreed that his earned 2023 annual bonus would be paid to him entirely in shares of our common stock in lieu of cash to reinforce and further the alignment of his compensation with stockholder interests. Ultimately, nearly 100% of Dr. Leighton’s compensation is at risk.

  38. 2023 Executive Compensation Program and Results

    2023 Executive Compensation Program and Results In this section, we describe in detail our 2023 NEO compensation program, including the impact of our 2023 financial performance on overall achievement. The TL&C Committee set 2023 total direct compensation for Messrs. Leighton, Joseph, Karon, McGowan and Sundaram at approximately the 50th percentile of the benchmarking peer group (as described more fully below). See “Setting Compensation Levels for our NEOs” for a discussion of factors we use to establish the overall compensation levels for these executives. Base Salary Base salary is used to provide NEOs with a fixed amount of annual cash compensation. The TL&C Committee views base salary as a way to attract and retain talent by providing a reliable source of income while also motivating strong business performance without encouraging excessive risk-taking. In order to ensure that our programs provide significant alignment with our stockholders’ interests, base salaries represent a relatively small percentage of each NEO’s total compensation. There were no base salary adjustments for our NEOs in 2023. The table below reflects 2023 salary levels for our NEOs as well as the percentage increase from prior year base salaries:

  39. 2023 Executive Compensation Program and Results

    Annual Bonuses Annual bonuses are performance-based awards that are intended to drive the achievement of key business results while rewarding NEOs based upon their contributions to Akamai’s success. Each year, the TL&C Committee sets a Target Annual Bonus Opportunity for each NEO, which, for each NEO other than Dr. Leighton’s, whose base salary is $1, is expressed as a percentage of base salary, based upon each NEO’s role and responsibilities, internal equity considerations and peer group data. In addition, the TL&C Committee believes that the Target Annual Bonus Opportunity should comprise a more significant portion of an NEO’s target total compensation as the individual’s level of responsibility increases. Under the 2023 annual incentive program, each NEO had the opportunity to earn between 0% and 200% of his Target Annual Bonus Opportunity based on performance against pre-determined financial targets. The TL&C Committee believes that these goals and objectives encourage a balanced focus on revenue growth and profitability. In 2021, the TL&C Committee introduced a change to our annual bonus plan for NEOs and other Akamai executives. While maintaining the core revenue and profitability financial metrics, the 2021, 2022 and 2023 annual incentive programs incorporate a payout modifier based on our achievement against designated ESG goals established by the TL&C Committee. The ESG goals are centered on employee diversity, inclusion and engagement as well as environmental sustainability metrics. If management exceeds these goals, the bonus earned based on the financial metrics will be increased by up to 10% (for a maximum aggregate bonus payout opportunity of 220% of target); if management fails to meet the ESG goals, the bonus earned based on the financial metrics will be decreased by up to 10%. The TL&C Committee adopted this change to help drive accountability within the management team for advancing Akamai’s ESG goals. As with Dr. Leighton, the TL&C Committee and each of our other NEOs agreed that earned 2023 annual bonuses for the NEOs would be paid entirely in shares of our common stock in lieu of cash to further align compensation with stockholder interests. The table below reflects the structure, goals and outcomes of the 2023 annual incentive program. For performance at intermediate achievement levels not specified in the chart, the amount paid is calculated based on where actual performance falls proportionately between the two identified tiers. The overall payout percentage against the Target Annual Bonus Opportunity, excluding the effect of the ESG modifier, was 151.9% due to above-target performance on revenue (adjusted for foreign exchange) and non-GAAP operating income.

  40. 2023 Executive Compensation Program and Results

    | Metric | % Weighting | Why We Use This Metric | 2023 Threshold (0% payout) (millions) | 2023 Target (100% payout) (millions) | 2023 Maximum (200% payout) (millions) | 2023 Actual (millions) | Payout % Against Target | | Revenue (adjusted for foreign exchange)* | 50% | Revenue is a fundamental measure of our success at selling our solutions, innovating and competing in the marketplace. | $3,423.7 | $3,804.1 | $4,184.6 | $3,818.6 | 103.81% | | Non-GAAP Operating Income* | 50% | Non-GAAP operating income is an indicator of profitability that eliminates the effects of events that either are not part of our core operations or are non-cash; we use it as a component of the annual bonus plan to align our NEOs’ interests with those of our investors. | $907.5 | $1,008.3 | $1,109.1 | $1,143.2 | 200.00% | | Overall Payout as a % Against Target | | | | | | | 151.9% |

  41. 2023 Executive Compensation Program and Results

    Following year-end, management provided the TL&C Committee with a performance assessment relative to key ESG-related benchmarks. Following review of the performance assessment, the TL&C Committee determined a positive achievement of 2.72 percentage points, resulting in a final bonus funding, factoring in the ESG modifier, of 156.03%. The table below shows each NEO’s target bonus as a percentage of base salary (if applicable), target bonus payout for 2023 and actual bonus earned for 2023. The target bonus payout is calculated by multiplying the NEO’s base salary by his target bonus percentage (if applicable). The actual bonus earned is calculated by multiplying the NEO’s target bonus payout by our overall payout percentage, which was 156.03% for 2023 as described above.

  42. 2023 Executive Compensation Program and Results

    | Name | 2023 Target Bonus Percentage | 2023 Target Payout | 2023 Actual Bonus Earned | | Dr. Leighton | *Not applicable | $1,500,000 | $2,340,475 | | Mr. McGowan | 85% | $437,750 | $683,029 | | Mr. Joseph | 100% | $500,000 | $780,158 | | Mr. Karon | 100% | $550,000 | $858,174 | | Mr. Sundaram | 80% | $384,000 | $599,162 |

  43. 2023 Executive Compensation Program and Results

    | * In accordance with the terms of his annual incentive plan, Dr. Leighton’s 2023 annual bonus is not based on a percentage of his base salary of $1. |

  44. 2023 Executive Compensation Program and Results

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

  45. 2023 Executive Compensation Program and Results

    | * PRSUs and relative TSR-Based RSUs are eligible to vest following completion of a three-year performance period and the TL&C Committee’s certification of Akamai’s financial results after the end of such three-year performance period. |

  46. 2023 Executive Compensation Program and Results

    | ** Grants made prior to 2023 were measured against the S&P 500 Technology Index Group. Effective 2023, the TL&C Committee determined that the broader S&P 500 Index was to be used as the comparison group for these relative TSR-Based RSUs. The TL&C Committee’s determination to change the reference Index to the S&P 500 Index was based on a variety of factors, including investor sentiment and the broader sample size. |

  47. 2023 Executive Compensation Program and Results

    The TL&C Committee sets each NEO’s target equity award value based on market data, future expected contributions and performance, job responsibilities and duties. The table below shows 2023 grant-date target long-term equity incentive values for our NEOs and the allocation of target value among the long-term equity awards granted to our NEOs:

  48. 2023 Executive Compensation Program and Results

    | Name | Grant Date Value of Time-Vesting RSUs | Target Grant Date Value of PRSUs | Target Grant Date Value of Relative TSR-Based RSUs | Total | | Dr. Leighton | $5,250,000 | $2,100,000 | $3,150,000 | $10,500,000 | | Mr. McGowan | $2,025,000 | $810,000 | $1,215,000 | $4,050,000 | | Mr. Joseph | $1,500,000 | $600,000 | $900,000 | $3,000,000 | | Mr. Karon | $2,450,000 | $980,000 | $1,470,000 | $4,900,000 | | Mr. Sundaram | $1,500,000 | $600,000 | $900,000 | $3,000,000 |

  49. 2023 Executive Compensation Program and Results

    | Metric | % Weighting | Why We Use This Metric | 2023 Threshold (0% payout) | 2023 Target (100% payout) | 2023 Maximum (200% payout) | 2023 Actual | Achievement % Against Target | % of PRSUs Earned Against Target | | Revenue (adjusted for foreign exchange)* | 50% | Revenue is a fundamental measure of our performance against our long-term growth strategy. | $3,423.7 million | $3,804.1 million | $4,184.6 million | $3,818.6 million | 100.4% | 103.8% | | Non-GAAP Earnings per Share* | 50% | Non-GAAP earnings per share is an indicator of profitability that eliminates the effects of events that either are not part of our core operations or are non-cash as well as the impact of income taxes; we use it as a performance target to align our NEOs’ interests with those of our investors. | $4.82/per share | $5.36/per share | $5.89/per share | $6.24/per share | 116.5% | 200.0% | | Overall Payout as a % Against Target | | | | | | | | 151.9% |

  50. 2023 Executive Compensation Program and Results

    The metrics described above also apply to the 2023 performance period used to calculate the number of PRSUs earned under grants made to NEOs in 2021 and 2022. Relative TSR-Based RSUs. Each NEO has the opportunity to earn between 0% and 200% of his target relative TSR-Based RSU award based on the three-year performance of our stock price relative to that of companies in the Index Group. The number of relative TSR-Based RSUs earned and vested is based upon the percentile ranking of our TSR within the Index Group at the conclusion of the three-year performance period ending on December 31, 2025. TSR is calculated on a per share basis as the quotient of (i) (Ending Price plus Dividends per Share Paid minus Beginning Price), divided by (ii) the Beginning Price, where Ending Price means the average closing stock price of one share of common stock over the 90 trading days immediately preceding January 1, 2026; Dividends per Share Paid means cumulative dividends per share of common stock paid between January 1, 2023 through December 31, 2025, if any (and are assumed to be reinvested); and Beginning Price means the average closing stock price of one share of common stock over the 90 trading days immediately preceding January 1, 2023. Relative TSR-Based RSUs granted in 2023, to the extent earned, will vest following the TL&C Committee’s certification of our financial results for 2025. For every percentile by which our ranking within the Index Group exceeds the 50th percentile, the number of relative TSR-Based RSUs eligible to vest will increase by 4% of the target, up to a maximum of 200% of the target if our TSR ranking is at or above the 75th percentile. For every percentile by which our ranking within the Index Group is below the 50th percentile, the number of relative TSR-Based RSUs eligible to vest will decrease by 3%, with no payout if our TSR ranking is below the 25th percentile. This is illustrated below.

  51. 2023 Executive Compensation Program and Results

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

  52. 2023 Executive Compensation Program and Results

    The chart below shows target performance, achieved performance and percent of target earned with respect to relative TSR-Based RSU awards granted in 2021 and earned over the three-year period ending December 31, 2023.

  53. 2023 Executive Compensation Program and Results

    | Metric | Why We Use This Metric | Target | 2021-23 TSR | 2021-23 Percentile Ranking | % of Target RSUs Earned | | 2021-2023 TSR Performance | Alignment of share performance with executive compensation | 50th percentile as compared to return for the Index Group | 2.8% | 33.8th Percentile | 51.5% |

  54. 2023 Executive Compensation Program and Results

    | 🌑 | practices of companies in our compensation benchmarking and design peer groups. |

  55. 2023 Executive Compensation Program and Results

    | 🌑 | Consistency – Peer group composition should remain relatively stable year over year. |

  56. 2023 Executive Compensation Program and Results

    | 🌑 | Competitors – Peer group companies should reflect Akamai’s competitors for executive talent, business and capital. |

  57. 2023 Executive Compensation Program and Results

    | 🌑 | Similarity in Size – Peer group companies that are used for benchmarking compensation levels should be similar to Akamai in size; we generally consider revenue and market capitalization. |

  58. 2023 Executive Compensation Program and Results

    | 🌑 | Statistical Validity – Peer group should include enough data points to develop statistically valid data. We expect to include approximately 15-20 companies in our peer group. |

  59. 2023 Executive Compensation Program and Results

    There are also a number of companies with which we compete for executive talent that are significantly larger than Akamai and, therefore inappropriate for benchmarking NEO compensation levels but that we believe are still informative from a design perspective. To address this, the TL&C Committee approved and adopted a second peer group of these larger companies for compensation design considerations. Benchmarking Peer Group The 2023 benchmarking peer group is comprised of companies that are similar in size to Akamai and operate in related industries. The TL&C Committee reviewed compensation data for executive officers with comparable positions at these companies to gauge the reasonableness and competitiveness of each of our NEO’s total compensation as well as to inform the design of our programs. Our benchmarking peer group for setting 2023 executive compensation consisted of the following companies:

  60. 2023 Executive Compensation Program and Results

    Akamai’s revenue for 2023 was $3.8 billion, and our market capitalization at the end of that year was approximately $18 billion. The median 2023 revenue for our benchmarking peer group was approximately $3.3 billion, and the median market capitalization for the group at the end of that year was approximately $20.8 billion. Design Reference Peer Group In addition to the benchmarking peer group, the TL&C Committee approved a design reference peer group to provide further information on overall competitive market design practices. The companies in the design reference peer group consistently provide the greatest challenges for Akamai in competing for talent; however, given that these companies generally are considerably larger than Akamai, we do not include them in our benchmarking peer group. The TL&C Committee used data derived from the design reference peer group to inform our incentive plan design, pay mix, long-term incentive vehicles and other practices. The TL&C Committee believes that this information helps us to successfully attract and retain experienced and talented individuals who are critical to our long-term success. We also structure and balance the different elements of compensation to reflect trends across our design reference peer group. Our 2023 design reference peer group consisted of the following companies:

  61. 2023 Executive Compensation Program and Results

    | 🌑 | introduced a one-year minimum vesting requirement for equity awards; |

  62. 2023 Executive Compensation Program and Results

    | 🌑 | introduced equity awards that vest based on relative TSR; |

  63. 2023 Executive Compensation Program and Results

    | 🌑 | increased the emphasis on relative TSR-Based RSUs from 20% to 30% of the target value of executive equity awards; |

  64. 2023 Executive Compensation Program and Results

    | 🌑 | eliminated the subjective component of our annual incentive plan; |

  65. 2023 Executive Compensation Program and Results

    | 🌑 | changed the reference Index for relative TSR-Based RSUs to better reflect investment attributes that many investors seek when investing in Akamai; |

  66. 2023 Executive Compensation Program and Results

    | 🌑 | amended our Change in Control Agreements for NEOs to eliminate single-trigger vesting for RSUs unless such awards are not assumed by the acquiring entity; and |

  67. 2023 Executive Compensation Program and Results

    | 🌑 | added an ESG modifier to our executive bonus program. |

  68. 2023 Executive Compensation Program and Results

    | 🌑 | our pay mix has a significant weighting towards long-term incentive compensation in order to discourage short-term risk-taking; |

  69. 2023 Executive Compensation Program and Results

    | 🌑 | our performance goals are appropriately set to avoid significant changes in payout for minimal changes in performance; |

  70. 2023 Executive Compensation Program and Results

    | 🌑 | our annual incentive awards, relative TSR-Based RSUs and PRSU payouts for NEOs are capped; |

  71. 2023 Executive Compensation Program and Results

    | 🌑 | our incentive plans are balanced with different types of performance metrics. |

  72. 2023 Executive Compensation Program and Results

    In reviewing our compensation policies and practices for all employees, the TL&C Committee determined that these policies and practices do not create risks that are reasonably likely to have a material adverse effect on Akamai. Compensation Recovery Policies In 2014, the TL&C Committee adopted a Compensation Recovery Policy that is applicable to our NEOs and other members of senior management (the “2014 Clawback Policy”). The 2014 Clawback Policy provides that the TL&C Committee may require a covered person who engages in detrimental conduct (e.g., committing a felony, gross negligence or willful misconduct with respect to our financial statements) to reimburse us for all, or a portion of, any bonus, incentive payment, equity-based award or other compensation received by him or her during the 12 months preceding such detrimental conduct and remit to us any profits realized by him or her from the sale of Akamai securities during such 12-month period. In addition, if we need to restate our reported financial results to correct a material accounting error due to material noncompliance with a financial reporting requirement under United States securities laws, the TL&C Committee may seek to recover or cancel the excess portion of incentive compensation paid (including through vesting of equity awards) to such individual during the 36-month period preceding the filing of the restatement that is deemed by us to be unearned. In November 2023, the TL&C Committee adopted a second Compensation Recovery Policy that complies with Section 10D of the Exchange Act and Nasdaq listing standards (the “2023 Clawback Policy”). Under the 2023 Clawback Policy, in the event that we are required to prepare a financial restatement, we must recover erroneously awarded incentive-based compensation received by current and former executive officers during the three year period preceding the date on which we were required to prepare a financial restatement on a pre-tax basis, subject to very limited exceptions. The 2023 Clawback Policy requires recovery regardless of whether a covered person engaged in any misconduct or contributed to the need for a restatement. Stock Ownership Requirements Our executive officers are subject to minimum stock ownership requirements. Our Chief Executive Officer must hold shares of our common stock with a value at least equal to six times his annual base salary. Other NEOs must hold shares of our common stock with a value at least equal to two times their annual base salary. An individual’s stock ownership includes all shares of our common stock owned by the individual outright or held in trust for the senior executive and/or his or her immediate family and any shares of Akamai common stock in employee plans. It does not include the executive officer’s unvested or unexercised equity. If an executive fails to meet the ownership guidelines under the review procedures set forth in the guidelines as of the end of a five-year qualification period, he or she will not be permitted to sell shares of Akamai stock until such time as he or she has exceeded the required minimum ownership level. As of February 29, 2024, all of our NEOs had satisfied the minimum ownership requirement. Anti-Hedging and Anti-Pledging Policy We have an insider trading policy that is applicable to all of our employees, consultants and members of the Board. The policy prohibits those individuals and certain related persons from engaging in any speculative transactions involving our stock including the following activities: use of Akamai’s securities to secure a margin loan; short sales of our securities; buying or selling puts or calls on Akamai’s securities; transactions in publicly-traded options relating to our securities (i.e., options that are not granted by Akamai); and other transactions involving financial instruments (including prepaid variable forward contracts, equity swaps, collars and exchange funds) that are designed to hedge or offset any decrease in the market value of our securities. In addition, Akamai’s executive officers and members of the Board may not pledge Akamai securities as collateral for a loan. Severance Arrangements We believe that having in place reasonable and competitive executive severance arrangements is essential to attracting and retaining highly-qualified executive officers. Akamai’s severance arrangements are designed to provide reasonable compensation to departing executive officers under certain circumstances to facilitate an executive officer’s transition to new employment. We seek to mitigate any potential employer liability and avoid future disputes or litigation by requiring the executive officer to sign a separation and release agreement acceptable to Akamai as a condition to receiving severance benefits. We do not consider specific amounts payable under the severance arrangements when establishing annual compensation. We do believe, however, that these arrangements are necessary to offer compensation packages that are competitive. In determining payment and benefit levels under the various circumstances triggering benefits under employment and severance agreements, the TL&C Committee has drawn a distinction between voluntary terminations or terminations for cause, and terminations without cause or as a result of a change in control. Payment in the latter circumstances has been deemed appropriate in light of the benefits to us described above, as well as the likelihood that the executive officer’s departure is due, at least in part, to circumstances not within his or her control. In contrast, we believe that payments are not appropriate in the event of a termination for cause or voluntary resignation because such events often reflect either inadequate performance or an affirmative, voluntary decision by the executive officer to end his or her relationship with Akamai. As further described below under the section titled “Post-Employment Compensation and Other Employment Agreements,” we have change in control agreements in place with each of our NEOs (except in the case of Dr. Leighton, who is party to an employment offer letter agreement). We believe that these agreements are designed to align the interests of management and stockholders when considering the long-term best future for Akamai. The primary purpose of these arrangements is to keep executive officers focused on pursuing corporate transaction activity that is in the best interests of stockholders regardless of whether those transactions may result in their own job loss. Reasonable post-acquisition benefits should serve the interests of both the executive officer and our investors. As further described below under the section titled “Post-Employment Compensation and Other Employment Agreements,” our Executive Severance Pay Plan, as amended, change in control agreements and equity award programs have the following features:

  73. 2023 Executive Compensation Program and Results

    | 🌑 | No single-trigger vesting of equity awards upon a change in control of Akamai unless such awards are not assumed by the acquiring entity. If they are assumed, then (a) performance-based equity awards granted in or prior to 2021 convert to time-based vesting awards based on an assumed target-level of performance regardless of whether a performance period has been completed, and (b) performance-based awards granted in or after 2022 convert to time-based vesting awards based on (i) an assumed target- |

  74. 2023 Executive Compensation Program and Results

    See “Post-Employment Compensation and Other Employment Agreements” below for a more detailed discussion of our severance and change- in-control agreements referenced above, including the specific benefits payable to our NEOs, if any, upon termination of employment. Code Section 162(m) Considerations Section 162(m) of the Internal Revenue Code of 1986, as amended (“the Code”), generally places a $1 million limit on the amount that a public company may deduct in any one taxable year with respect to compensation paid to a “covered employee.” While the TL&C Committee considers tax deductibility as one of many factors in determining executive compensation, the TL&C Committee will award or modify compensation that it determines to be consistent with the goals of our executive compensation program even if such compensation is not deductible by us. Financial Metrics Definitions Below are definitions of the financial metrics we used in our 2023 performance-based compensation programs: “Revenue (adjusted for foreign exchange)” means revenue calculated in accordance with GAAP, adjusted for the impact of fluctuations in foreign currency exchange rates and other non-recurring or unusual items that may arise from time to time. “Non-GAAP Operating Income” means our annual GAAP operating income adjusted for the following items: amortization of acquired intangible assets, stock-based compensation, amortization of capitalized stock-based compensation, amortization of capitalized interest expense, restructuring charges, acquisition-related costs, the impact of fluctuations in foreign currency exchange rates and other non-recurring or unusual items that may arise from time to time. “Non-GAAP Earnings per Share” means our non-GAAP net income for the applicable fiscal year (adjusted for foreign exchange) divided by our non-GAAP diluted weighted average shares outstanding. Non-GAAP net income per share is GAAP net income adjusted for the following tax-affected items: amortization of acquired intangible assets; stock-based compensation; amortization of capitalized stock-based compensation; acquisition-related costs; restructuring charges; amortization of debt discount and issuance costs; amortization of capitalized interest expense; certain gains and losses on investments; income and losses from equity method investment and other non-recurring or unusual items that may arise from time to time. Non-GAAP diluted weighted average shares outstanding are adjusted in non-GAAP per share calculations for the shares that would be delivered to Akamai pursuant to the note hedge transactions entered into in connection with the issuances of an aggregate of $3,565 million of convertible senior notes due 2029, 2027 and 2025, respectively.

  75. Talent, Leadership and Compensation Committee Report

    | Name and Principal Position | Year | Salary ($)(1) | Bonus ($) | Stock Awards ($) (2)(3)(4) | Non-Equity Incentive Plan Compensation ($) | All Other Compensation ($)(5) | Total ($) | | (a) | (b) | (c) | (d) | (e) | (g) | (i) | (j) | | Dr. Leighton Chief Executive Officer | 2023 | 1 | — | 13,384,974(6) | — | — | 13,384,975 | | | 2022 | 1 | — | 11,982,770(6) | — | — | 11,982,771 | | | 2021 | 1 | — | 11,951,573(6) | — | — | 11,951,574 | | Mr. McGowan EVP, Chief Financial Officer and Treasurer | 2023 | 515,000 | — | 4,852,329(6) | — | 6,000 | 5,373,329 | | | 2022 | 515,000 | — | 4,208,604(6) | — | 3,565 | 4,727,169 | | | 2021 | 494,538 | — | 3,631,420(6) | — | 6,000 | 4,131,958 | | Mr. Joseph EVP, Global Sales and Services | 2023 | 500,000 | — | 3,847,084(6) | — | 6,000 | 4,353,084 | | | 2022 | 495,577 | — | 3,085,351(6) | — | 6,000 | 3,586,928 | | Mr. Karon COO and General Manager of the Cloud Technology Group | 2023 | 550,000 | — | 5,912,653(6) | — | 6,000 | 6,468,653 | | | 2022 | 550,000 | — | 5,087,310(6) | — | 5,923 | 5,643,233 | | | 2021 | 537,019 | — | 4,526,232(6) | — | 6,000 | 5,069,251 | | Mr. Sundaram EVP and General Manager, Security Technology Group | 2023 | 480,000 | — | 3,644,849(6) | — | 6,000 | 4,130,849 | | | 2022 | 479,231 | — | 3,076,704(6) | — | 5,753 | 3,561,688 |

  76. Death and Disability

    | (2) The dollar amounts reported in column (c) represent the amount of “compensation actually paid” to Dr. Leighton, 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 to Dr. Leighton during the applicable year. In accordance with the requirements of Item 402(v) of Regulation S-K, the following adjustments were made to Dr. Leighton’s total compensation for each year to determine the compensation actually paid: |

  77. Death and Disability

    | (4) The dollar amounts reported in column (e) represent the average amount of “compensation actually paid” to the NEOs as a group (excluding Dr. Leighton), 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 to the NEOs during the applicable year. In accordance with the requirements of Item 402(v) of Regulation S-K, the following adjustments were made to the average total compensation of the NEOs as a group (other than Dr. Leighton) for each year to determine the compensation actually paid: |

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

    Analysis of the Information Presented in the Pay Versus Performance Table As described in more detail in the section “Executive Compensation Matters—Compensation Discussion and Analysis,” the Company’s executive compensation program reflects a variable pay-for-performance philosophy. While the Company utilizes several performance measures to align executive compensation with Company performance, not all of those Company measures are presented in the Pay Versus Performance table. Moreover, the Company generally seeks to incentivize long-term performance, and does not consider compensation actually paid in any fiscal year (as computed in accordance with Item 402(v) of Regulation S-K) in determining or evaluating executive compensation. / Compensation Actually Paid and Cumulative TSR The following graph shows the relationship between the amount of compensation actually paid to Dr. Leighton and the average amount of compensation actually paid to the Company’s other NEOs as a group (in each case, as computed in accordance with Item 402(v) of Regulation S-K) and the Company’s cumulative TSR over the four years presented in the Pay Versus Performance table as well as the Company’s peer group TSR over the four years presented in the Pay Versus Performance tabl e. / Compensation Actually Paid and Net Income The following graph shows the relationship between the amount of compensation actually paid to Dr. Leighton and the average amount of compensation actually paid to the Company’s other NEOs as a group (in each case, as computed in accordance with Item 402(v) of Regulation S-K) and the Company’s net income over the four years presented in the Pay Versus Performance table. The Company does not use net income as a performance measure in its executive compensation progra m. / Compensation Actually Paid and Revenue (adjusted for foreign exchange) The following graph shows the relationship between the amount of compensation actually paid to Dr. Leighton and the average amount of compensation actually paid to the Company’s other NEOs as a group (in each case, as computed in accordance with Item 402(v) of Regulation S-K) and the Company’s revenue (adjusted for foreign exchange) over the four years presented in the Pay Versus Performance tabl e. Financial Performance Measures The metrics that the Company uses for both our long-term and short-term incentive awards are selected based on an objective of incentivizing our NEOs to increase long-term value of the Company for our shareholders. The most important financial performance measures used by the Company to link executive compensation actually paid (as computed in accordance with Item 402(v) of Regulation S-K) to the Company’s NEOs, for the most recently completed fiscal year, to the Company’s performance are as follows:

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

    | 🌑 | Revenue (adjusted for foreign exchange); |

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

    | 🌑 | Non-GAAP earnings per share; and |

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

    | 🌑 | Non- GAAP operating income. |

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

    / CEO Pay Ratio Pursuant to Item 402(u) of Regulation S-K and Section 953(b) of the Dodd-Frank Act, presented below is the ratio of the annual total compensation of our Chief Executive Officer to the annual total compensation of our median employee (excluding our Chief Executive Officer). The ratio presented below is a reasonable estimate calculated in a manner consistent with Item 402(u). The Commission’s rules for identifying the median employee and calculating the pay ratio based on that employee’s annual total compensation allow companies to adopt a variety of methodologies, to apply certain exclusions and to make reasonable estimates and assumptions that reflect their employee populations and compensation practices. As a result, the pay ratio reported by other companies may not be comparable to the pay ratio reported below, as other companies have different employee populations and compensation practices and may utilize different methodologies, exclusions, estimates and assumptions in calculating their own pay ratios. As of December 27, 2023, the measurement date, we employed 10,300 full-time and part-time workers. We did not employ any temporary workers as of such date. As permitted by applicable SEC rules, in identifying our median employee, we excluded 57 interns located in India and 6 interns located in Brazil, representing less than 5% of our total workforce. We selected the median employee using a compensation measure that incorporates target total cash compensation and equity granted during the 12-month period preceding the determination date. International employees’ pay was converted to U.S. dollars using the exchange rates on the determination date. We did not apply any cost-of-living adjustments as part of the calculation. The 2023 annual total compensation as determined under Item 402 of Regulation S-K for our Chief Executive Officer was $13,384,975, as reported in the Summary Compensation Table of this Proxy Statement. The 2023 annual total compensation as determined under Item 402 of Regulation S-K for our median employee was $114,429. Based on the foregoing, our estimate of the ratio of our CEO’s annual total compensation to our median employee’s annual total compensation for fiscal year 2023 is 117 to 1. Securities Authorized for Issuance Under Equity Compensation Plans The following table reflects the number of shares of our common stock that, as of December 31, 2023, were outstanding and available for issuance under compensation plans that have previously been approved by our stockholders as well as compensation plans that have not previously been approved by our stockholders.

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

    | Plan Category | Number of Securities to be Issued Upon Exercise of Outstanding Options, Warrants and Rights (a) | Weighted- Average Exercise Price of Outstanding Options, Warrants and Rights ($) (b)(1) | Number of Securities Remaining Available for Future Issuance Under Equity Compensation Plans (Excluding Securities Reflected in Column (a)) (c)(2) | | Equity Compensation Plans Approved by Security Holders (3) | 8,376,874 | — | 9,753,999 | | Equity Compensation Plans not Approved by Security Holders (4) | 57,343 | — | — | | Total | 8,434,217 | — | 9,753,999 |

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

    | (1) RSUs issued under our equity compensation plans do not require payment by the recipient to us at the time of vesting. As such, the weighted-average exercise price does not take these awards into account. |

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

    | (2) Includes 2,363,598 shares available for future issuance under the Akamai Technologies, Inc. Amended and Restated 1999 Employee Stock Purchase Plan, as amended (the “1999 Employee Stock Purchase Plan”). At our 2002 Annual Meeting of Stockholders, our stockholders approved an evergreen provision for the 1999 Employee Stock Purchase Plan pursuant to which the number of shares available for issuance automatically increases to up to 1,500,000 shares each June 1 and December 1, subject to an aggregate cap of 20,000,000 shares. |

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

    | (3) Consists of stock options and other equity rights, such as DSUs and RSUs, issuable under the 1999 Employee Stock Purchase Plan, the Akamai Technologies, Inc. 2009 Stock Incentive Plan (the “2009 Stock Incentive Plan”) and the Second Amended and Restated 2013 Stock Incentive Plan. No additional shares are available for issuance under the 2009 Stock Incentive Plan. |

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

    | (4) No future equity awards may be issued under any of the assumed stock plans. |

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

    The following is a brief description of the material features of the equity compensation plans reflected in the chart above that were not approved by our stockholders: In connection with our acquisition of Linode, we assumed RSUs issued by Linode on an as-converted basis, including 57,343 RSUs that were outstanding at December 31, 2023. We also assumed the Linode Limited Liability Company 2022 RSU Plan (the “Linode Plan”). No future equity awards may be issued under Linode Plan. A copy of the Linode Plan was included as an exhibit to our Registration Statement on Form S-8 filed with the Commission on March 21, 2022. Delinquent Section 16(a) Reports Section 16(a) of the Exchange Act (“Section 16(a)”), requires our officers, directors and holders of more than ten percent of a registered class of our equity securities, which we refer to herein collectively as reporting persons, to file reports of ownership and changes in ownership of such securities with the Commission. Reporting persons are required by Commission regulations to furnish us with copies of all Section 16(a) forms they file. Based solely on our review of copies of reports filed with the Commission by reporting persons or written representations from such persons pursuant to Item 405 of Regulation S-K under the Exchange Act, we believe that during 2023 all filings required to be made by the reporting persons pursuant to Section 16(a) with respect to Akamai securities were made in accordance with Section 16(a), except that Ms. Howell filed two late Form 4s disclosing the grant of RSUs, Mr. Blumofe filed two amended Form 4s, including one to correct the number of shares of our common stock beneficially owned by him and to report sales in 2020 and 2021 that were reported late due to an administrative error, and each of Dr. Leighton, Ms. Salem-Jackson and Messrs. Karon, Blumofe, McGowan, Ahola, Joseph, Sundaram and Williams each filed amended Form 4s correcting the number of shares underlying a grant of RSUs. Part Three – Company Proposals Election of Directors At the Annual Meeting, stockholders will vote to elect the ten nominees named in this Proxy Statement to the Board. Each of the nominees elected at the Annual Meeting will hold office until the 2025 Annual Meeting of Stockholders and until his or her successor has been duly elected and qualified or until his or her earlier death, resignation or removal. Based on the recommendation of the ESG Committee, the Board has nominated Sharon Bowen, Marianne Brown, Monte Ford, Dan Hesse, Tom Killalea, Tom Leighton, Jonathan Miller, Madhu Ranganathan, Ben Verwaayen and Bill Wagner to serve as directors. The persons named in the enclosed proxy will vote to elect Mses. Bowen, Brown and Ranganathan and Messrs. Ford, Hesse, Killalea, Leighton, Miller, Verwaayen and Wagner unless a stockholder indicates that the shares should be voted against one or more of such nominees. In the event that any director nominee becomes unavailable or declines to serve as a director at the time of the Annual Meeting, the proxy holders will vote the proxies in their discretion for any nominee who is designated by the current Board to fill the vacancy. It is not expected that any of the nominees will be unavailable or will decline to serve. The Board of Directors believes that the election of Sharon Bowen, Marianne Brown, Monte Ford, Dan Hesse, Tom Killalea, Tom Leighton, Jonathan Miller, Madhu Ranganathan, Ben Verwaayen and Bill Wagner as directors is in the best interests of Akamai and our stockholders and, therefore, recommends that the stockholders vote FOR each of these nominees. Approval of Second Amendment to the Second Amended and Restated 2013 Stock Incentive Plan Overview In the opinion of Akamai’s Board, the future success of Akamai depends, in large part, on its ability to maintain a competitive position in attracting, retaining and motivating key employees with experience and ability. On February 29, 2024, following the TL&C Committee’s approval and recommendation, the Board adopted, subject to stockholder approval, a second amendment to the Second Amended and Restated 2013 Stock Incentive Plan (the “2013 Plan”) to increase the number of shares of common stock authorized for issuance thereunder by 5,000,000 shares. If stockholders approve this amendment, the number of shares available for future awards under the 2013 Plan, as amended, as of the date of the annual meeting would be the sum of (1) 5,000,000, (2) the number of shares available for future awards under the 2013 Plan as of such date (as of February 12, 2024, 7,336,898 shares were available for future awards under the 2013 Plan) and (3) any shares subject to outstanding awards under the 2013 Plan or the 2009 Stock Incentive Plan (“the Prior Plan”) that are terminated, canceled, surrendered or forfeited (as of February 12, 2024, 8,022,562 shares were subject to outstanding awards under the 2013 Plan and the Prior Plan).