DEF 14A of Akamai Technologies Inc, Apr 1, 2025

DEF 14A of Akamai Technologies Inc

Filed Apr 1, 2025 · FY20240001193125-25-070445

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  1. Nominees for Director for Terms That Will Expire in 2026

    Nominees for Director for Terms That Will Expire in 2026

  2. Nominees for Director for Terms That Will Expire in 2026

    | Sharon Bowen, age 68 Director since 2021 Audit Committee, ESG Committee | Commissioner of the United States Commodity Futures Trading Commission from June 2014 until retirement in September 2017 Senior Associate and Partner at the law firm Latham & Watkins between 1988 and May 2014 Other Current Boards Chair of the New York Stock Exchange, a subsidiary of Intercontinental Exchange Intercontinental Exchange, Inc., a provider of marketplace infrastructure, data services and technology solutions for a diverse set of asset classes Neuberger Berman Group, a private investment management firm | | Deep regulatory, securities, market risk and public policy expertise Corporate finance, mergers and acquisitions, strategic transactions and corporate governance expertise from her role as a partner at a global law firm Experience leading ESG initiatives and programs | |

  3. Nominees for Director for Terms That Will Expire in 2026

    | Marianne Brown, age 66 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 2026

    | Monte Ford, age 65 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, Inc., 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 2026

    | Dan Hesse, age 71 Director since 2016 Board Chair since 2021 TL&C Committee, ESG Committee | Former President and CEO, Sprint Corporation, a telecommunications provider, from December 2007 to August 2014 Other Current Boards PNC Financial Services Group, Inc., 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 2026

    | Tom Killalea, age 57 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, Inc., a database technology company Satellogic Inc., 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 2026

    | Tom Leighton, age 68 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 2026

    | Jonathan Miller, age 68 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 Lee Enterprises, Incorporated, a U.S. media and information company Prior Public Company Boards in Last 5 Years AMC Networks Inc., 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 2026

    | Madhu Ranganathan, age 60 Director since 2019 Audit Committee Chair, Finance Committee | President and Chief Financial Officer of Open Text Corporation, a provider of enterprise information management solutions, from April 2018 to March 2025 Executive Vice President and Chief Financial Officer for 24/7 Customer, Inc., a provider of customer engagement technology solutions, from June 2008 to March 2018 Other Current Boards Bank of Montreal, a financial services company | | Extensive public-company financial expertise that enables her to qualify as an “audit committee financial expert” (as defined by Commission rules) and advise management and other directors on complex accounting and internal control matters Experience in developing global software and SaaS companies to provide insight from both a customer and an operational perspective Oversight of acquisition programs position her well to participate in the Finance Committee’s oversight of Akamai’s M&A program Understanding of complex global tax matters | |

  10. Nominees for Director for Terms That Will Expire in 2026

    | Ben Verwaayen, age 72 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 2026

    Our Executive Officers Our executive officers as of March 1, 2025 were:

  12. Nominees for Director for Terms That Will Expire in 2026

    | | Tom Leighton, age 68, 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 55, 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 60, became our Executive Vice President and Chief Technology Officer in March 2021. From April 2016 through February 2021, he was our Executive Vice President, Platform and General Manager of the Enterprise Division, having previously served as our Executive Vice President – Platform since January 2013. Before taking on that role, Mr. Blumofe served in a variety of positions at Akamai since joining us in 1999, including leading the performance team and developing the Akamai Intelligent Edge Platform. Prior to his employment at Akamai, Mr. Blumofe was an Associate Professor of Computer Science at the University of Texas at Austin. He has been widely published in the areas of algorithms and systems for highly distributed and parallel computing. |

  13. Nominees for Director for Terms That Will Expire in 2026

    | | Paul Joseph, age 51, 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 53, 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 54, became our Executive Vice President and Chief Financial Officer in March 2019 and gained the added responsibility for the oversight of our global IT organization in December 2021. Mr. McGowan began his career at Akamai in 2000 and has served in numerous roles across the organization since that time, including as Senior Vice President, Finance, between September 2018 and February 2019; Senior Vice President, Global Sales Media & Carrier Division from January 2017 through August 2018; and Vice President, Global Carrier Strategy & Sales from April 2013 through December 2016. Before joining Akamai, Mr. McGowan served as Controller for iCast Corporation, a CMGI company. Mr. McGowan also serves as a member of the Board of Directors of WinVest Acquisition Corp. Mr. McGowan is a certified public accountant and started his career in public accounting, working for Arthur Andersen’s High Technology Practice and for PwC in their Transaction Services Group. |

  14. Nominees for Director for Terms That Will Expire in 2026

    | | Kim Salem-Jackson, age 48, 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 49, became our Executive Vice President and General Manager, Security Technology Group in December 2021. Mr. Sundaram began his career at Akamai in February 2007 and has held a variety of positions during his tenure with us. Most recently, he was Executive Vice President Global Services & Support and CIO from November 2018 to December 2021. He also served as Senior Vice President Global Services and Support from March 2017 until November 2018, after serving as Vice President Global Services from January 2015 through February 2017. Prior to Akamai, Mr. Sundaram worked in various roles in engineering, marketing and client services at Virtify Inc. and Stratus Technologies. | | | Anthony Williams, age 51, became our Executive Vice President and Chief Human Resources Officer in January 2020. He joined Akamai in April 2015 as Vice President, Talent Acquisition and Diversity and served in that role until January 2018 when his title became Vice President, International HR, Talent Acquisition & Diversity. Prior to Akamai, Mr. Williams held a wide range of global human resource positions at First Data Corporation (acquired by Fiserv in 2019), Newell Rubbermaid and Time Warner – Turner Broadcasting System. |

  15. Nominees for Director for Terms That Will Expire in 2026

    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 25, 2025, by the following:

  16. Nominees for Director for Terms That Will Expire in 2026

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

  17. Nominees for Director for Terms That Will Expire in 2026

    | 🌑 | each of our directors; |

  18. Nominees for Director for Terms That Will Expire in 2026

    | 🌑 | each of our NEOs; and |

  19. Nominees for Director for Terms That Will Expire in 2026

    | 🌑 | all of our executive officers and directors as of February 25, 2025 as a group. |

  20. Nominees for Director for Terms That Will Expire in 2026

    Share amounts are rounded down to the nearest whole share unless otherwise indicated. Beneficial ownership is determined in accordance with the rules of the Commission and includes voting and/or investment power with respect to shares. Unless otherwise indicated below, to our knowledge, all persons named in the table have sole voting and investment power with respect to the shares of common stock identified below, except to the extent authority is shared by spouses under applicable law. Beneficial ownership includes any shares that the person has the right to acquire within 60 days after February 25, 2025, 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 25, 2025, there were 150,387,475 shares of our common stock outstanding.

  21. Nominees for Director for Terms That Will Expire in 2026

    | 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) | 15,265,784 | 10.2% | | Directors | | | | Sharon Bowen | 5,455 | * | | Marianne Brown | 6,240 | * | | Monte Ford | 23,692 | * | | Dan Hesse | 18,387 | * | | Tom Killalea | 10,796 | * | | Tom Leighton (3) | 2,606,220 | 1.7% | | Jonathan Miller | 30,791 | * | | Madhu Ranganathan | 12,291 | * | | Ben Verwaayen | 18,224 | * | | Other NEOs | | | | Edward McGowan (4) | 42,611 | * | | Paul Joseph (5) | 48,840 | * | | Adam Karon (6) | 45,344 | * | | Mani Sundaram (7) | 42,539 | * | | All executive officers and directors as of February 25, 2025 as a group (17 persons) (8) | 3,080,065 | 2.0% |

  22. Nominees for Director for Terms That Will Expire in 2026

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

  23. Nominees for Director for Terms That Will Expire in 2026

    | (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. |

  24. Nominees for Director for Terms That Will Expire in 2026

    | (2) The information reported Is based on a Schedule 13G/A filed with the Commission on December 6, 2024 by BlackRock, Inc. (“BlackRock”), which reports its address as 50 Hudson Yards, New York, New York 10001. BlackRock reports that it holds sole voting power with respect to 14,056,946 shares and sole dispositive power with respect to 15,265,784 shares held by it. |

  25. Nominees for Director for Terms That Will Expire in 2026

    | (3) Includes (i) 108,358 shares held by the TBL Foundation of which Dr. Leighton serves as a trustee, (ii) 2,342,621 shares held by the F. Thomson Leighton and Bonnie B. Leighton Revocable Trust dtd 11/3/99 and (iii) 55,569 shares issuable upon the vesting of RSUs within 60 days after February 25, 2025. |

  26. Nominees for Director for Terms That Will Expire in 2026

    | (4) Includes (i) 51 shares held through our 401(k) plan and (ii) 20,106 shares issuable upon the vesting of RSUs within 60 days after February 25, 2025. |

  27. Nominees for Director for Terms That Will Expire in 2026

    | (5) Includes (i) 49 shares held through our 401(k) plan and (ii) 15,663 shares issuable upon the vesting of RSUs within 60 days after February 25, 2025. |

  28. Nominees for Director for Terms That Will Expire in 2026

    | (6) Includes (i) 54 shares held through our 401(k) plan and (ii) 24,620 shares issuable upon the vesting of RSUs within 60 days after February 25, 2025. |

  29. Nominees for Director for Terms That Will Expire in 2026

    | (7) Includes (i) 26,317 shares held by the MMMM Family Living Trust of which Mr. Sundaram serves as a trustee, (ii) 47 shares held through our 401(k) plan and (ii) 16,175 shares issuable upon the vesting of RSUs within 60 days after February 25, 2025. |

  30. Nominees for Director for Terms That Will Expire in 2026

    | (8) Includes 184,364 shares issuable upon the vesting of RSUs within 60 days after February 25, 2025. |

  31. Nominees for Director for Terms That Will Expire in 2026

    Board Leadership and Role in Risk Oversight

  32. Risk Oversight

    | Name | Fees Earned or Paid in Cash ($) (1) | Stock Awards ($) (2) | Total ($) | | Sharon Bowen (3) | 75,000 | 274,938 | 349,938 | | Marianne Brown (4) | 80,000 | 304,939 | 384,939 | | Monte Ford (5) | 80,000 | 304,939 | 384,939 | | Dan Hesse (6) | 100,000 | 349,987 | 449,987 | | Tom Killalea (7) | 75,000 | 274,938 | 349,938 | | Jonathan Miller (8) | 75,000 | 274,938 | 349,938 | | Madhu Ranganathan (9) | 80,000 | 304,939 | 384,939 | | Ben Verwaayen (10) | 80,000 | 304,939 | 384,939 | | Bill Wagner (11) | 75,000 | 274,938 | 349,938 |

  33. Executive Summary

    | 🌑 | Annual Incentive Bonus Opportunities: All of our NEOs maintained the same annual incentive bonus target percentages for 2024 as in 2023. Based on the achievement of pre-established metrics, the 2024 annual incentive bonuses for our NEOs were earned and paid at 72.6% of target. Our annual incentive bonus awards are paid in stock. |

  34. Executive Summary

    | 🌑 | Equity Awards (Long-Term Incentives): We awarded equity grants for our NEOs in the first quarter of 2024 in accordance with our executive pay calendar and we expect to continue granting annual equity awards to our NEOs, including our CEO, in the first quarter of the calendar year. |

  35. 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 objectives; |

  36. 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 |

  37. Executive Summary

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

  38. Executive Summary

    The charts below show the percentage of “at risk” 2024 compensation for our Chief Executive Officer and the average for our other NEOs at target. Overview of Compensation Components We structure the compensation opportunities for our NEOs using three principal components: base salary, annual bonuses and long-term equity incentives. Within our long-term equity incentive program, we grant three types of awards: time-vesting RSUs, PRSUs and relative TSR-Based RSUs. In making decisions about how to balance different compensation components, we first adhere to our overarching compensation principles outlined above. In addition, we consider the practices of our peer group, our business model, current strategic priorities and individual factors, such as the ability of a given executive to contribute to our results. In the graphic below, we provide an overview of each material component of our 2024 executive compensation program and describe how each component is tied to our compensation objectives. Compensation Policies and Practices Highlights Every year, the TL&C Committee assesses the effectiveness of the performance of our compensation plans and practices. We evaluate the financial metrics and ESG objectives we use and how our programs compare with those used by our peer group companies. We also evaluate whether our compensation continues to align with performance. In recent years, we have continuously taken steps to strengthen and improve our executive compensation policies and practices. Highlights of our current policies and practices include:

  39. 2024 Executive Compensation Program and Results

    Each of our NEOs, other than Dr. Leighton, received a modest base salary increase in 2024 to align with the competitive landscape and given they had not received an increase in multiple years. These increases were made effective as of October 2024 to align with the Company’s decision to implement pay increases for other employees in October 2024. 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 Incentive Opportunity for each NEO based upon the NEO’s role and responsibilities, internal equity considerations and peer group data. In addition, the TL&C Committee believes that the Target Annual Bonus Opportunity should comprise a more significant portion of an NEO’s target total compensation as the individual’s level of responsibility increases. For each NEO other than Dr. Leighton, whose base salary is $1, his Target Annual Bonus Opportunity is expressed as a percentage of his base salary. Under the 2024 annual incentive program, each NEO had the opportunity to earn between 0% and 200% of his Target Annual Bonus Opportunity based on performance against pre-determined financial targets. The TL&C Committee believes that these goals and objectives encourage a balanced focus on revenue growth and profitability. Consistent with prior years since 2021, the 2024 annual incentive program incorporates a payout modifier based on our achievement against designated ESG objectives established by the TL&C Committee. The ESG objectives are centered on employee diversity, inclusion and engagement as well as environmental sustainability metrics. If management exceeds these objectives, the bonus earned based on the financial metrics is increased by up to 10% (for a maximum aggregate bonus payout opportunity of 220% of target); if management fails to meet the ESG objectives or only partially meets the ESG objectives, the bonus earned based on the financial metrics is decreased by up to 10%. Consistent with prior years, earned 2024 annual incentives for the NEOs were paid entirely in shares of our common stock in lieu of cash to further align compensation with stockholder interests. The table below reflects the structure, goals and outcomes of the 2024 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 77.75% due to performance on revenue (adjusted for foreign exchange) and non-GAAP operating income that fell between threshold and target levels. A description of revenue (adjusted for foreign exchange) and non-GAAP operating income are provided below under the section titled “Financial Metrics Definitions.”

  40. 2024 Executive Compensation Program and Results

    | Metric | % Weighting | Why We Use This Metric | 2024 Threshold (0% payout) (millions) | 2024 Target (100% payout) (millions) | 2024 Maximum (200% payout) (millions) | 2024 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. | $3,706.6 | $4,118.4 | $4,530.2 | $4,032.7 | 79.2% | | Non-GAAP Operating Income* | 50% | Non-GAAP operating income is an indicator of profitability that eliminates the effects of events that either are not part of our core operations or are non-cash; we use it as a component of the annual bonus plan to align our NEOs’ interests with those of our investors. | $1,094.7 | $1,216.3 | $1,337.9 | $1,187.5 | 76.3% | | Overall Payout as a % Against Target (excluding effect of ESG modifier) | | | | | | | 77.75% |

  41. 2024 Executive Compensation Program and Results

    Following year end, management provided the TL&C Committee with a performance assessment relative to the ESG-related objectives established by the TL&C Committee. Following review of the performance assessment, the TL&C Committee determined a score of negative 6.66 percentage points, resulting in a final bonus funding, factoring the ESG modifier, of 72.57% of target. This was calculated by reducing the 77.75% reflected in the table above by the negative 6.66% modifier (or, in other words, by multiplying 77.75 by 0.9333). The table below shows each NEO’s target bonus as a percentage of base salary (if applicable), target bonus payout for 2024 and actual bonus earned for 2024. 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 72.57% for 2024 as described above.

  42. 2024 Executive Compensation Program and Results

    | Name | 2024 Target Bonus Percentage | 2024 Target Payout | 2024 Actual Bonus Earned | | Dr. Leighton | *Not applicable | $1,500,000 | $1,088,508 | | Mr. McGowan** | 85% | $441,608 | $320,462 | | Mr. Joseph** | 100% | $504,538 | $366,129 | | Mr. Karon** | 100% | $554,539 | $402,413 | | Mr. Sundaram** | 80% | $387,631 | $281,293 |

  43. 2024 Executive Compensation Program and Results

    | * In accordance with the terms of his annual incentive plan, Dr. Leighton’s 2024 annual bonus is not based on a percentage of his base salary of $1. |

  44. 2024 Executive Compensation Program and Results

    | ** The target bonuses for Mr. McGowan, Mr. Joseph, Mr. Karon and Mr. Sundaram are prorated based on the increases in their respective base salaries, which became effective in October 2024. |

  45. 2024 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% |

  46. 2024 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. |

  47. 2024 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. |

  48. 2024 Executive Compensation Program and Results

    The TL&C Committee sets each NEO’s target equity award value based on recent and future expected contributions and performance, job responsibilities and duties, as well as with reference to market data. During last year’s market assessment, it was identified that, for some executive roles, we had been significantly trailing the market with respect to the target value of the executive’s long-term incentive awards. Based on this and given the critical roles of these leaders and the need to retain them during our business transformation, the TL&C Committee determined it was appropriate to increase their LTI awards for 2024. In doing so, the TL&C Committee considered each individual’s performance, scope of current and future role and its objective of providing market-competitive compensation. The table below shows 2024 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:

  49. 2024 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 | $6,750,000 | $2,700,000 | $4,050,000 | $13,500,000 | | Mr. McGowan | $2,205,000 | $882,000 | $1,323,000 | $4,410,000 | | Mr. Joseph | $1,880,000 | $752,000 | $1,128,000 | $3,760,000 | | Mr. Karon | $2,780,000 | $1,112,000 | $1,668,000 | $5,560,000 | | Mr. Sundaram | $2,050,000 | $820,000 | $1,230,000 | $4,100,000 |

  50. 2024 Executive Compensation Program and Results

    PRSUs. Each NEO has the opportunity to earn between 0% and 200% of his target PRSUs based on achievement against annual revenue (adjusted for foreign exchange) and non-GAAP earnings per share performance targets for each of 2024, 2025 and 2026. A description of revenue (adjusted for foreign exchange) and non-GAAP earnings per share are provided below under the section titled “Financial Metrics Definitions.” Achievement below the threshold level would mean that no PRSUs are earned or become eligible to vest with respect to that performance period; achievement at or above the maximum level would mean that 200% of the target number of PRSUs are earned and become eligible to vest. One-third of an NEO’s 2024 PRSUs may be earned over each one-year period. At the beginning of each year, the TL&C Committee sets the performance targets for the year. After the conclusion of the year, the TL&C Committee certifies achieved performance for that year. Vesting of PRSUs granted in 2024 does not, however, occur until the date of the TL&C Committee’s certification of results for 2026. In structuring our PRSUs, the TL&C Committee considered the difficulties involved in establishing long-term performance goals in our industry, where traffic and other trends are outside of our control and highly unpredictable. The TL&C Committee also carefully considered the implications of using one-year performance periods, as opposed to a single three-year period, and determined that the current approach was appropriate and supported by our peer group practice. See “Setting Financial Performance Targets” below for further discussion of how we set these targets. We use revenue (adjusted for foreign exchange) as a performance metric for our PRSUs and for our annual bonus plan, because it is a fundamental metric used by investors to assess our performance across both short- and long-term time horizons. Revenue growth is also key to both our short- and long-term strategic plans. Because the PRSUs are dependent upon annual financial goals that are established during each annual period, the values reported in the Summary Compensation Table below are different than the target values set forth in the tables above. The Summary Compensation Table includes the first tranche of the 2024 awards, the second tranche of the 2023 awards and the third and final tranche of the 2022 awards, each of which is earned and becomes eligible to vest based on annual financial goals for 2024. FASB ASC Topic 718 requires that the value of the PRSUs reported in the Summary Compensation Table include only that portion of the value of the PRSUs for which annual financial performance metrics were established during fiscal year 2024 based on probable achievement of such metrics. As a result, for the 2024 PRSUs, the Summary Compensation Table does not include the value of the PRSUs that are eligible to be earned based on the annual financial metrics for fiscal year 2025 or fiscal year 2026. Such amounts will be included in the Summary Compensation Table for fiscal year 2025 and fiscal year 2026, respectively, when the applicable annual financial metrics are established. The chart below shows the applicable 2024 performance metrics and our achievement against them. For performance at intermediate achievement levels not specified in the chart, the amount paid is calculated based on where actual performance falls proportionately between the two identified tiers. 2024 PRSU Targets and Results

  51. 2024 Executive Compensation Program and Results

    | Metric | % Weighting | Why We Use This Metric | 2024 Threshold (0% payout) | 2024 Target (100% payout) | 2024 Maximum (200% payout) | 2024 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. | $3,706.6 million | $4,118.4 million | $4,530.2 million | $4,032.7 million | 97.9% | 79.2% | | 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. | $6.04/per share | $6.71/per share | $7.38/per share | $6.59/per share | 98.2% | 81.8% | | Overall Payout as a % Against Target | | | | | | | | 80.5% |

  52. 2024 Executive Compensation Program and Results

    The metrics described above also apply to the 2024 performance period used to calculate the number of PRSUs earned under grants made to NEOs in 2022 and 2023. Relative TSR-Based RSUs. Each NEO has the opportunity to earn between 0% and 200% of his target relative TSR-Based RSU award based on the three-year performance of our stock price relative to that of companies in the Index Group. The number of relative TSR-Based RSUs that are earned and vest is based upon the percentile ranking of our TSR within the Index Group at the conclusion of the three-year performance period ending on December 31, 2026. 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, 2027; Dividends per Share Paid means cumulative dividends per share of common stock paid between January 1, 2024 through December 31, 2026, 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, 2024. Relative TSR-Based RSUs granted in 2024, to the extent earned, will vest following the TL&C Committee’s certification of our financial results for 2026. 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.

  53. 2024 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% |

  54. 2024 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 2022 and earned over the three-year period ending December 31, 2024.

  55. 2024 Executive Compensation Program and Results

    | Metric | Why We Use This Metric | Target | 2022-24 TSR | 2022-24 Percentile Ranking | % of Target RSUs Earned | | 2022-2024 TSR Performance | Alignment of share performance with executive compensation | 50th percentile as compared to return for the Index Group | -10.7% | 26th Percentile | 28% |

  56. 2024 Executive Compensation Program and Results

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

  57. 2024 Executive Compensation Program and Results

    Our philosophy is generally to set each NEO’s target total compensation (i.e., the sum of base salary, target annual incentive bonus and target value of long-term incentives) to provide appropriately competitive compensation relative to similarly situated executives within our peer group. The TL&C Committee does not assign relative weights or rankings to the factors listed above. Rather, the TL&C Committee relies upon the CEO’s recommendations (for NEOs other than the CEO) and the directors’ knowledge and judgment in assessing the various qualitative and quantitative inputs it receives as to each individual and makes compensation decisions accordingly. If our results do not meet our expectations, our NEOs will receive compensation that is below target opportunity levels and may be below market in comparison. Similarly, when superior results are achieved, our NEOs may receive compensation that is above their respective target opportunity level and above market. Setting Financial Performance Targets Revenue and profitability performance targets are used both in our annual bonus plan and our equity incentive plan. We engage in a rigorous and deliberate process in setting those targets, which are set early in the year and are directly linked to our annual operating plan. The performance targets for 2024 were also consistent with the financial guidance we gave to investors on our public earnings call in February 2024. As a result, we believe that the performance targets reflect our goals and expectations for the business, are common performance indicators in our industry and are meaningful to our stockholders. The performance goals are rigorous but achievable without encouraging inappropriate risk-taking. Key factors underlying revenue goals include:

  58. 2024 Executive Compensation Program and Results

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

  59. 2024 Executive Compensation Program and Results

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

  60. 2024 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. |

  61. 2024 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. |

  62. 2024 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 In September 2023, after consultation with Meridian, our compensation consultant at the time, the Compensation Committee made adjustments to our benchmarking peer group as appropriate, taking into consideration our selection criteria and merger and acquisition activity over the past year, and approved the benchmarking peer group set forth below for use with respect to 2024 executive compensation decisions. The TL&C Committee reviewed compensation data for executive officers with comparable positions at these companies to gauge the reasonableness and competitiveness of each of our NEO’s total compensation as well as to inform the design of our programs. Our TL&C Committee typically reviews and establishes our peer group in September for purposes of setting our executive compensation for the following year. Accordingly, our 2024 benchmarking peer group was established in September 2023. 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 (excluding VMware, who was acquired in November 2023) was approximately $3.4 billion, and the median market capitalization for the group (excluding VMware) at the end of that year was approximately $18.5 billion. Looking Ahead 2025: In 2024, our TL&C committee consulted with Meridian and Compensia, Inc. (“Compensia”) and established a benchmarking peer group for the upcoming 2025 year. In doing so, the TL&C Committee made the following changes: they removed Splunk and VMWare as they were acquired. They also removed Arista and Equinix, who were significantly above our market capitalization, and Sabre, who was significantly below our market capitalization. Additionally, in examining our business operations and focus for the upcoming year, the TL&C Committee replaced those companies it removed with Cloudflare, Open Text, Twilio and Zscaler, given that they are similar to Akamai with respect to operations and financial ranges. Design Reference Peer Group In addition to the benchmarking peer group, the TL&C Committee, after consultation with Meridian, 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 2024 design reference peer group consisted of the following companies:

  63. 2024 Executive Compensation Program and Results

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

  64. 2024 Executive Compensation Program and Results

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

  65. 2024 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; |

  66. 2024 Executive Compensation Program and Results

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

  67. 2024 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; and |

  68. 2024 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. |

  69. 2024 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; |

  70. 2024 Executive Compensation Program and Results

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

  71. 2024 Executive Compensation Program and Results

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

  72. 2024 Executive Compensation Program and Results

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

  73. 2024 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 (including those subject to both time- and performance-based vesting) 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 three times their annual base salary. This multiple was increased from two times to three times annual base salary in 2024 to both align with market practices as well as increase alignment with stockholder interests. 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 or deferred pursuant to the Company’s Deferred Compensation Plan (as defined below). 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 December 31, 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:

  74. 2024 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 performance-based awards convert to time-based vesting awards based on (i) an assumed target-level of performance for incomplete performance periods and (ii) the actual level of performance achieved for completed performance periods; and |

  75. 2024 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. Timing of Grants of Equity Awards Our Company has certain practices related to the timing of the grants of awards. Neither the Board nor the TL&C Committee currently takes material nonpublic information into account when determining the timing of equity award grants in order to take advantage of a depressed stock price or an anticipated increase in stock price. Similarly, it is the Company’s practice to not release material nonpublic information based on equity award grant dates or for the purpose of affecting the value of executive compensation. We generally make awards on pre-determined dates. Annual equity awards to eligible employees, including our executives, are typically made on the first Monday in March; annual awards to members of our Board are typically made on the day of the annual stockholders’ meeting; and awards to new hires are typically made to eligible employees on the 12 th of each month. The grant date for our executive bonus awards, which are paid in stock, is typically in late February after public release of the previous year’s financial results. Akamai did not grant any stock options, stock appreciation rights or similar option-like instruments in 2024. Financial Metrics Definitions Below are definitions of the financial metrics we used in our 2024 performance-based compensation programs: “Revenue (adjusted for foreign exchange)” means revenue calculated in accordance with GAAP, adjusted for the impact of fluctuations in foreign currency exchange rates and other non-recurring or unusual items that may arise from time to time. “Non-GAAP Operating Income” means our annual GAAP operating income adjusted for the following items: amortization of acquired intangible assets, stock-based compensation, amortization of capitalized stock-based compensation, amortization of capitalized interest expense, restructuring charges, acquisition-related costs, legal settlements, the impact of fluctuations in foreign currency exchange rates and other non-recurring or unusual items that may arise from time to time. “Non-GAAP Earnings per Share” means our non-GAAP net income for the applicable fiscal year (adjusted for foreign exchange) divided by our non-GAAP diluted weighted average shares outstanding. Non-GAAP net income per share is GAAP net income adjusted for the following tax-affected items: amortization of acquired intangible assets; stock-based compensation; amortization of capitalized stock-based compensation; acquisition-related costs; legal settlements; restructuring charges; amortization of debt issuance costs; amortization of capitalized interest expense; gains and losses on cost method investments; gains and losses from equity method investment and other non-recurring or unusual items that may arise from time to time. Non-GAAP diluted weighted average shares outstanding are adjusted in non-GAAP per share calculations for the shares that would be delivered to Akamai pursuant to the note hedge transactions entered into in connection with the issuances of an aggregate of $3,565 million of convertible senior notes due 2029, 2027 and 2025.

  76. 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 | 2024 | 1 | — | 15,064,922(6) | — | — | 15,064,923 | | | 2023 | 1 | — | 13,384,974(6) | — | — | 13,384,975 | | | 2022 | 1 | — | 11,982,770(6) | — | — | 11,982,771 | | Mr. McGowan EVP, Chief Financial Officer and Treasurer | 2024 | 519,538 | — | 5,006,694(6) | — | 6,000 | 5,532,232 | | | 2023 | 515,000 | — | 4,852,329(6) | — | 6,000 | 5,373,329 | | | 2022 | 515,000 | — | 4,208,604(6) | — | 6,000 | 4,729,604 | | Mr. Joseph EVP, Global Sales and Services | 2024 | 504,538 | — | 4,267,755(6) | — | 6,000 | 4,778,293 | | | 2023 | 500,000 | — | 3,847,084(6) | — | 6,000 | 4,353,084 | | | 2022 | 495,577 | — | 3,085,351(6) | — | 6,000 | 3,586,928 | | Mr. Karon COO and General Manager of the Cloud Technology Group | 2024 | 554,539 | — | 6,262,082(6) | — | 6,000 | 6,822,621 | | | 2023 | 550,000 | — | 5,912,653(6) | — | 6,000 | 6,468,653 | | | 2022 | 550,000 | — | 5,087,310(6) | — | 6,000 | 5,643,310 | | Mr. Sundaram EVP and General Manager, Security Technology Group | 2024 | 484,538 | — | 4,477,541(6) | — | 6,000 | 4,968,079 | | | 2023 | 480,000 | — | 3,644,849(6) | — | 6,000 | 4,130,849 | | | 2022 | 479,231 | — | 3,076,704(6) | — | 6,000 | 3,561,935 |

  77. 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: |

  78. 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, |

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

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

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

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

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

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

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

    | • | Non-GAAP operating income. |

  83. 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. For 2023, because we had an even number of employees, excluding our CEO, we had two median employees and we averaged their compensation for purposes of the 2023 pay ratio disclosure. One of those two employees has since left Akamai and, for 2024, we calculated the CEO pay ratio using the remaining median employee that we used to calculate the pay ratio for 2023, as we believe there has been no change in our employee population or compensation arrangements in 2024 that would result in a significant change to our pay ratio disclosure. To identify our median employee in 2023, we used a compensation measure that incorporated target total cash compensation and equity granted during the 12-month period preceding the determination date. International employees’ pay was converted to U.S. dollars using the exchange rates on the determination date. We did not apply any cost-of-living adjustments as part of the calculation. As of December 27, 2023, the measurement date used for identifying our median employee in 2023, we employed 10,300 full-time and part-time workers. We did not employ any temporary workers as of such date. As permitted by applicable SEC rules, we excluded 57 interns located in India and six interns located in Brazil, representing less than 5% of our total workforce as of the measurement date. The 2024 annual total compensation as determined under Item 402 of Regulation S-K for our Chief Executive Officer was $15,064,923, as reported in the Summary Compensation Table of this Proxy Statement. The 2024 annual total compensation as determined under Item 402 of Regulation S-K for our median employee was $129,006. 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 2024 is approximately 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, 2024, 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.

  84. 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) | 7,790,906 | — | 9,222,555 | | Equity Compensation Plans not Approved by Security Holders (4) | 10,537 | — | — | | Total | 7,801,443 | — | 9,222,555 |

  85. 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. |

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

    | (2) Includes 1,575,796 shares reserved for future issuance under the Akamai Technologies, Inc. Amended and Restated 1999 Employee Stock Purchase Plan, as amended (the “1999 Employee Stock Purchase Plan”). At our 2002 Annual Meeting of Stockholders, our stockholders approved an evergreen provision for the 1999 Employee Stock Purchase Plan pursuant to which the number of shares available for issuance automatically increases to up to 1,500,000 shares each June 1 and December 1, subject to an aggregate cap of 20,000,000 shares. |

  87. 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, as amended. No additional shares are available for issuance under the 2009 Stock Incentive Plan. |

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

    | (4) In connection with our acquisition of Linode, we assumed RSUs issued by Linode on an as-converted basis, including 10,537 RSUs that were outstanding at December 31, 2024. We also assumed the Linode Limited Liability Company 2022 RSU Plan (the “Linode Plan”). No future equity awards may be issued under the 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. |

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

    Part Three – Company Proposals Election of Directors At the Annual Meeting, stockholders will vote to elect the nine nominees named in this Proxy Statement to the Board. Each of the nominees elected at the Annual Meeting will hold office until the 2026 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 and Ben Verwaayen 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 and Verwaayen 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 and Ben Verwaayen 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 Third Amendment to the Second Amended and Restated 2013 Stock Incentive Plan In the opinion of Akamai’s Board, the future success of Akamai depends, in large part, on its ability to maintain a competitive position in attracting, retaining and motivating key employees with relevant experience and capability. On March 6, 2025, following the TL&C Committee’s approval and recommendation, the Board adopted, subject to stockholder approval, a third amendment to the Second Amended and Restated 2013 Stock Incentive Plan (the “2013 Plan”) to increase the number of shares of common stock authorized for issuance thereunder by 8,000,000 shares. If stockholders approve this amendment, the number of shares available for future awards under the 2013 Plan, as amended, as of the date of the annual meeting would be the sum of (1) 8,000,000, (2) the number of shares available for future awards under the 2013 Plan as of such date (as of February 12, 2025, 7,607,897 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, 2025, 7,638,568 shares were subject to outstanding awards under the 2013 Plan and the Prior Plan). The 2013 Plan, as amended, is intended to be a broad-based plan that allows for the issuance of equity awards deep into our organization. To foster a stronger sense of ownership and align the interests of employees with shareholders, RSUs are held by the vast majority of our employees under the 2013 Plan. Annual bonuses for all executives and a majority of our non-executive employees are paid in shares of common stock rather than cash. This has been our practice for the past five years for our executives, and for the past two years for our non-executive employees. In addition, new employees are generally eligible for new-hire equity awards. In determining the size of the requested share increase, our Board and TL&C Committee worked with management and our independent compensation consultant to evaluate a number of factors, including our corporate strategy and compensation needs, our compensation philosophy of broad-based eligibility for equity incentive awards, our recent and projected share usage and the total potential dilution of the proposed share increase. Based on our historical grant practices and planned headcount, we expect that the total number of shares available under the 2013 Plan, if the proposed amendment is approved, will allow us to meet our equity compensation needs through our 2026 Annual Meeting of Stockholders.