UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

SCHEDULE 14A

(Rule 14a-101)

INFORMATION REQUIRED IN PROXY STATEMENT

SCHEDULE 14A INFORMATION

Proxy Statement Pursuant to Section 14(a) of the

Securities Exchange Act of 1934

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AKAMAI TECHNOLOGIES, INC.

(Name of Registrant as Specified In Its Charter)

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Dear Fellow Stockholders:

Since our founding in 1998, Akamai has developed unique technology and an unmatched global infrastructure—the Akamai Intelligent Platform. Today, Akamai’s cloud delivery platform is utilized by many of the world’s major commerce companies, financial institutions, airlines, and auto manufacturers. With our highly differentiated solutions supported by a talented employee base, we believe that Akamai has a unique opportunity to be the fabric that connects billions of people and devices to businesses and organizations around the world—with uncompromising security, unparalleled performance, and unrivaled quality.

In 2017, we achieved record results, with our 15th consecutive year of annual revenue growth. We had another excellent year in 2015. We generated $2.2have nearly doubled our revenue over the past five years—growing from less than $1.4 billion in revenue, our highest level ever. As a result, Akamai is one of only 11 U.S. public Internet Software and Services companies that generated over $22012 to $2.5 billion in annual revenue in 2015.

2017. For the year, we generated solid net income was $321of $218 million, or $1.78$1.26 per diluted share. We also generated $764share, and $801 million in cash from operations, or 35%equal to 32% of revenue, exitingrevenue. We exited the year with roughly $1.5a strong balance sheet, with more than $1.2 billion in cash, cash equivalents, and marketable securities.

In addition,recent years, we completed threehave made investments that have diversified our business from a media-dominated content delivery network into a leading supplier of web and security services for a broad range of customers. In 2017, for the first time, revenue from our Web Division was greater than from our Media Division, and Security was our fastest-growing solution, growing 32% year over year, exiting 2017 at a half-billion-dollar annualized revenue run rate. We also expanded and strengthened our product portfolio in 2017 through new offerings such as Enterprise Threat Protector, Digital Performance Management, and Bot Manager Premier, and two significant technology acquisitions increased the diversity(Nominum and SOASTA).

As evidence of our evolution, Akamai was recognized as a leading cyber security innovator last year when research firm Gartner named us as a visionary leader in its “Magic Quadrant” for web application firewalls. And, for the first time ever, Akamai served the majority of companies in the Global 500. Akamai has received many recognitions for being a “Best Place to Work” and a highly innovative company. In December, after evaluating nearly 1,000 of the largest publicly traded companies,Forbes and JUST Capital ranked Akamai in the top 40—and second among Internet companies—for ethical leadership, product quality, and for treating our customers, communities, and employees well.

As a more diversified business with a broader set of customers, we believe Akamai has tremendous potential and is poised to capitalize on significant market opportunities, from cyber security to mobile and web performance management to online video streaming. We are taking a disciplined operational approach that is focused on expanding our operating margins to drive greater profitability. And we plan to continue to drive our momentum and strengthen our competitive advantage in the marketplace by further diversifying our customer base and product set. We believe that our unique technology and IP portfolio, our ability to efficiently manage a platform with millions of components, our strong relationships with leading telecommunications carriers and major brands on the Internet, and our relentless and personalized attention to customers and partners all provide Akamai with the foundation for a bright future that creates value for our shareholders, customers, and employees.

Our highly talented workforce and continued to innovate across allis an integral part of our offerings.

Looking forwardbusiness, and I thank them for their dedication to 2016,Akamai’s continued success. On behalf of our strategy is centered on making the Internet fast, reliable and secure for our customers. In support of this strategy,more than 7,000 global employees, we continue to be focused on solving four grand challenges faced by our customers:

I see a very bright and exciting future for Akamai. All of us here wantwould like to thank you, our fellow stockholders, for your continued support. We believe that our achievements attest to the sound fundamentals of our strategy and the value of our innovative technology for our customers.

I am also pleased to invite you to attend Akamai’s 20162018 Annual Meeting of Stockholders to be held on Wednesday, May 11, 2016,Friday, June 1, 2018, at 9:3011:00 a.m. at Akamai’s offices at 150 Broadway, Cambridge, Massachusetts, 02142.

Details regarding admission to the meeting and the business to be conducted at the meeting are more fully described in the accompanying Notice of 20162018 Annual Meeting of Stockholders and Proxy Statement.

Your vote is important. Whether or not you plan to attend the 20162018 Annual Meeting of Stockholders, we hope you will vote as soon as possible. Voting by proxy will ensure your representation at the 20162018 Annual Meeting of Stockholders if you do not attend in person. Please review the instructions on the proxy card regarding your voting options.

AKAMAI TECHNOLOGIES, INC.

150 BROADWAY

CAMBRIDGE, MASSACHUSETTS 02142

NOTICE OF 20162018 ANNUAL MEETING OF STOCKHOLDERS

TO BE HELD ON MAY 11, 2016JUNE 1, 2018

The 20162018 Annual Meeting of Stockholders (the “Annual Meeting”) of Akamai Technologies, Inc. (“Akamai” or the “Company”) will be held on Wednesday, May 11, 2016,Friday, June 1, 2018, at 9:3011:00 a.m., local time, at the Company’s offices at 150 Broadway, Cambridge, Massachusetts, 02142.

At the Annual Meeting, we expect stockholders will consider and vote upon the following matters:

Stockholders of record at the close of business on March 15, 2016,April 16, 2018, are entitled to notice of, and to vote at, the Annual Meeting and any adjournment or postponement thereof. The stock transfer books of Akamai will remain open for the purchase and sale of Akamai’s common stock.

All stockholders are cordially invited to attend the Annual Meeting.

Cambridge, Massachusetts

April 1, 201620, 2018

WHETHER OR NOT YOU PLAN TO ATTEND THE ANNUAL MEETING, PLEASE SUBMIT YOUR PROXY OR VOTING INSTRUCTIONS AT YOUR EARLIEST CONVENIENCE. MOST STOCKHOLDERS HAVE A CHOICE OF VOTING OVER THE INTERNET, BY TELEPHONE OR BY USING A TRADITIONAL PROXY CARD. SENDING IN YOUR PROXY WILL NOT PREVENT YOU FROM VOTING YOUR SHARES IN PERSON AT THE ANNUAL MEETING IF YOU DESIRE TO DO SO, AND YOUR PROXY IS REVOCABLE AT YOUR OPTION BEFORE IT IS EXERCISED.

TABLE OF CONTENTS

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AKAMAI TECHNOLOGIES, INC.

150 BROADWAY

CAMBRIDGE, MASSACHUSETTS 02142

PROXY STATEMENT

THIS PROXY STATEMENT IS FURNISHED IN CONNECTION WITH THE SOLICITATION OF PROXIES BY THE BOARD OF DIRECTORS OF AKAMAI TECHNOLOGIES, INC. (“AKAMAI” OR THE “COMPANY”) FOR USE AT THE 20162018 ANNUAL MEETING OF STOCKHOLDERS (THE “ANNUAL MEETING”) TO BE HELD AT THE OFFICES OF AKAMAI TECHNOLOGIES, INC., 150 BROADWAY, CAMBRIDGE, MASSACHUSETTS, 02142 AT 9:3011:00 AM LOCAL TIME ON MAY 11, 2016,JUNE 1, 2018, AND AT ANY ADJOURNMENT OR POSTPONEMENT OF THAT MEETING. You may obtain directions to the location of the Annual Meeting by contacting Investor Relations, Akamai Technologies, Inc., 150 Broadway, Cambridge, Massachusetts 02142; telephone:617-444-3000.

Our Annual Report to Stockholders for the year ended December 31, 20152017 is being mailed to our stockholders with the mailing of the Notice of 20162018 Annual Meeting of Stockholders and this Proxy Statement on or about April 1, 2016.20, 2018.

Important Notice Regarding the Availability of Proxy Materials for the 20162018 Annual

Meeting of Stockholders to be Held on May 11, 2016:June 1, 2018:

This Proxy Statement and the 20152017 Annual Report to Stockholders are available for viewing, printing and downloading at www.akamai.com/html/investor/financial_reports.html.

You may obtain a copy of our Annual Report on Form10-K for the year ended December 31, 2015,2017, as filed with the Securities and Exchange Commission, which we sometimes refer to herein as the Commission, except for exhibits thereto, without charge upon written request to Akamai Technologies, Inc., 150 Broadway, Cambridge, Massachusetts 02142, Attn: Investor Relations. Exhibits will be provided upon written request and payment of an appropriate processing fee.

Certain documents referenced in this Proxy Statement are available on our website at www.akamai.com. We are not including the information contained on our website, or any information that may be accessed by links on our website, as part of, or incorporating it by reference into, this Proxy Statement.

This Proxy Statement contains “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. These forward-looking statements are subject to risks and uncertainties and are based on the beliefs and assumptions of our management based on information currently available to them. Use of words such as “believes,” “expects,” “anticipates,” “intends,” “plans,” “should,” “may,” “could,” “likely” or similar expressions indicates a forward-looking statement. Forward-looking statements are not guarantees of future performance and involve risks, uncertainties and assumptions. Important factors that could cause actual results to differ materially from the forward-looking statements include, but are not limited to, thoseinability to grow revenue or increase profitability as projected, lack of market acceptance of new solutions and other factors set forth under the heading “Risk Factors” in our Annual Report on Form10-K for the year ended December 31, 2015.2017. We disclaim any obligation to update any forward-looking statements as a result of new information, future events or otherwise.

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Executive SummaryEXECUTIVE SUMMARY

Below are highlights of important information you will find in this Proxy Statement. As it is only a summary, please review the complete Proxy Statement before you vote.

Our Mission and Strategy

The Internet plays a crucial role in the way companies, government agencies and other enterprises conduct business and reach the public. Smart enterprises want to take advantage of these trends safely, profitably and intelligently. At the same time, security threats are growing more prevalent and advanced. Enterprise applications are moving from behind the firewall to the cloud - making cybersecurity more complex to achieve than yesterday’s perimeter defense. More consumers are “cutting the cord” and consuming entertainment over the Internet rather than through traditional cable, and they are increasingly using mobile devices to consume content and shop. Web pages are becoming vastly more complex with advertisements, videos, graphics and other third-party content that impair speed and reliability. Our strategy is to bridge the gap between our customers’ digital goals and the inherent challenges of the Internet by providing technology that optimizes and secures the delivery of online content and applications.

Akamai 2017 Performance Highlights

Akamai has increased its revenue in each of the past threesix fiscal years and has been profitable over that same period. The charts below show our revenue and net income,earnings per share, calculated in accordance with generally accepted accounting principles in the United States, or GAAP, for those years.

Other performance highlights in 2015 include:

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		Overall annual revenue exceeded $2 billion for the first time

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Our security business has grown rapidly in recent years as shown below:

Over the past five years, we have successfully generated cash from operations to use in strategic initiatives. We believe we have effectively deployed that cash in stock repurchases and acquisition activity as reflected in the chart below.

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ACQUISITIONS

We completed two acquisitions in 2017:

Our acquisition of Soasta, Inc. was intended to allow us to offer solutions designed to provide greater visibility into the business impact of our customers’ website and application optimization strategies. Our acquisition of Nominum, Inc. was intended to add complementary capabilities to our portfolio of security offerings while expanding our distribution to carriers that serve our enterprise customers.

Corporate Governance Snapshot

Akamai’s governance structure reflects our commitment to advancing the long-term interests of our stockholders, maintaining accountability, diversity, ethical conduct and alignment of interests between leadership and investors. Highlights of our governance profile include:

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Executive Compensation Overview

Akamai has developed an executive compensation program that is designed to closely align executive compensation with performance by allocating a majority of target compensation to performance-based equity awards that directly link the value of executive compensation to our stock price performance and tying annual incentive bonuses to performance against specific financial measures. We believe that a significant portion of executive pay should be variable and at risk. Specifically, the amount earned by the executive should primarily be tied to our financial performance and the performance of our stock price. The following graphs show the key design and structural aspects of our program.

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Summary of Voting Matters and Recommendations

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Part One – Corporate Governance Highlights

Akamai seeks to maintain and enhance its record of excellence in corporate governance by continually refining its corporate governance policies, procedures and practices to align with evolving best practices, taking into account issues raised by our stockholders and other stakeholders and otherwise as circumstances warrant. We also place great value on stockholder input and engage regularly with our investors to gain insights into the governance issues about which they care most.

Key Corporate Governance FactsOverview of our Board of Directors

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SummaryAkamai believes that having an independent, diverse, active and engaged Board of Stockholder Voting Matters

Part One

Information About Attendance atDirectors has been key to our success. We also believe that new perspectives and ideas are critical to a forward-looking and strategic Board. At the Annual Meetingsame time, it is equally important to benefit from the valuable experience and Howfamiliarity that longer-serving directors bring to Vote Your Shares

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If you wantWe remain committed to receive separate copiesensuring our Board is composed of a highly capable and diverse group of directors well-equipped to oversee the success of the annual reportbusiness and proxy statementeffectively represent the interests of stockholders. Six of our directors have been elected in the future,last five years. The average tenure for our independent directors is approximately 6.1 years.

Engaging with our Stockholders

During 2017 and early 2018, we reached out to 30 of our largest stockholders, which collectively held approximately 62% of our outstanding shares, to express an interest in meeting with them to discuss governance or if youexecutive compensation matters at Akamai. We met with more than 75% of those investors and discussed a broad range of operational, strategic and governance topics with them. A number of these meetings included Mr. Salerno, our Chairman of the Board. These engagement efforts and meaningful conversations provided our Board and management with a valuable understanding of investors’ perspectives and opportunity to exchange views. When the Board conducted its regular reviews of governance and executive compensation, it discussed the input we received and the evaluation process was reflective of those views. We were encouraged by the feedback we received and look forward to continuing our dialogue with our stockholders in the coming year.

Board Diversity

We believe that we have assembled an outstanding set of directors with varied backgrounds, experiences and viewpoints who understand our markets, our customers and our employees. Female and/or minority directors make up nearlyone-third of the total Board. In addition, the Board is dedicated to encouraging diversity in leadership positions and two of our three standing committees are receiving multiple copieschaired by women.

Board Evaluations

A key component of our approach is a robust annual Board evaluation process. Led by our Lead Director and would likeChair of the Nominating and Corporate Governance Committee, this review is intended to receive only one copyelicit the views of all directors about what makes the Board effective, what improvements can be made, how their peers are most effective and whether steps should be taken to improve contributions and their views on the performance of the Board and its committees over the past year. We have historically also conducted individual peer evaluations. The Nominating and Corporate Governance Committee also regularly oversees and plans for your household, you should contact your bank, broker, or other nominee record holder, or you may contact us atdirector succession and refreshment of the above address or phone number.

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Part TwoHuman Rights and Sustainability

Security OwnershipAkamai is committed to mitigating the environmental impact of Certain Beneficial Ownersour operations. We have adopted a Sustainability Policy to reflect our belief that Akamai can and Management

The following table includes information asshould operate with a limited environmental footprint. This Policy is centered on efforts to reduce greenhouse gas emissions arising from our business operations through energy conservation, energy efficiency, and the procurement of renewable energy; responsibly manage and dispose of our electronic waste; and deliver sustainable work environments that promote wellness and the conservation of natural resources through water efficiency, source reduction, material reuse and recycling, and the purchase of materials containing recycled and/or renewable natural resources. We set carbon output reduction targets and publicly share our progress in meeting those targets. In addition, we have submitted climate disclosures to the number of sharesCDP, formerly the Carbon Disclosure Project, since 2010. In 2017, we announced our investment in a wind energy farm as part of our common stock beneficially owned ascommitment to source renewable energy for 50 percent of March 1,our global network operations by 2020.

In 2016, bywe adopted a Human Rights Policy. We believe that the following:

Beneficial ownershipInternet can bring the world closer together and facilitate greater understanding among people across the globe. We are proud of our mission to make the Internet work better for people around the world. We also believe that respect for human rights is determined in accordance withfundamental to unlocking the rulespotential of the CommissionInternet and includes voting and/or investment power with respectan essential value for the communities in which we operate. We are committed to shares. Unless otherwise indicated below, toensuring that our knowledge, all persons namedemployees, the people who work for our contractors, customers and suppliers, and individuals in the table have sole votingcommunities affected by our activities are treated with dignity and investment power with respectrespect. Our Human Rights Policy is intended to sharesadvance these ideals.

Code 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 March 1, 2016, through the exercise of any stock option or other equity right. Unless otherwise indicated, the address of each person identified in the table below is c/o Akamai Technologies, Inc., 150 Broadway, Cambridge, Massachusetts 02142. On March 1, 2016, there were 175,926,075 shares of our common stock outstanding.

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certificate of incorporation and amended and restated bylaws, the Board has voted to fix its size at 12 directors effective as of the 2018 Annual Meeting with four directors in each class.

Set forth below is information about the professional experiences of members of the Board, including the four nominees for election at the 2018 Annual Meeting of Stockholders. In addition, for each individual, we discuss the specific experience, qualifications and attributes that we believe qualify him or her to serve on the Board.

Nominees for Director Whose Terms Expire in 2018 (Class I Directors)

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Directors With Terms That Will Expire in 2019 (Class II Directors)

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Director With Term That Will Expire in 2018 Not Standing forRe-Election

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Our Executive Officers

Our executive officers as of March 1, 2015February 28, 2018 were:

		F. Thomson Leighton, age 59,61, was elected Akamai’s Chief Executive Officer in January 2013, having previously served as our Chief Scientist since heco-founded the company in 1998. As discussed below,above, Dr. Leighton also serves on our Board of Directors.
		Aaron Ahola, age 48, joined Akamai in April 2000. During his tenure, he previously served as a Vice President and Deputy General Counsel from 2011 to 2017. In addition, from 2008 until 2017, he was our Chief Privacy Officer. From 2015 until 2017, he was our Chief Compliance Officer. In October 2017, he became our Senior Vice President, General Counsel and Corporate Secretary.
		James Benson, age 49,51, was elected Akamai’s Chief Financial Officer in February 2012, having previously served as Senior Vice President – Finance between September 2009 and February 2012. Prior to joining the company,Akamai, he had been Vice President, Finance/Operations & CFO – Americas Technology Solutions Group at Hewlett-Packard Company, a technology company, since 2004.Hewlett-Packard.

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		Robert Blumofe, age 51, was elected53, became Akamai’s Executive Vice President, Platform and General Manager of the Enterprise Division in April 2016. He had previously served as our Executive Vice President – Platform insince January 2013. He was Senior Vice President – Networks & Operations between 2008 and 2012, having previously served in a variety of positions at Akamai since joining us in 1999.

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		James Gemmell, age 55,57, became our Executive Vice President and Chief Human Resources Officer in January 2015. He joined Akamai in April 2013 as Senior Vice President and Chief Human Resources Officer. Previously, he was employed at Cisco Systems, the technology equipment maker, from 2000 until April 2013, most recently serving as Executive Advisor from October 2012 through March 2013;2013 and Interim Chief Human Resources Officer from May 2011 through September 2012; and Vice President, Human Resources from January 2006 until May 2011.2012.
		Melanie Haratunian,Adam Karon, age 56,46, joined Akamai in September 2003 as ourFebruary 2005 and has served in numerous leadership positions during his tenure. In March 2017, he became Executive Vice President and General CounselManager of the Media and Corporate Secretary. SheCarrier Division. From July 2011 through December 2013, he was named a Vice President in our services organization. He served as Senior Vice President, in 2008Global Services and then Executive Vice President inSupport from January 2013. Prior to joining Akamai, Ms. Haratunian was Vice President and Deputy General Counsel of Allegiance Telecom Company Worldwide, the operating company of Allegiance Telecom, Inc., a competitive local, long distance and data telecommunications carrier.2014 through February 2017.
		Robert Hughes, age 48, joined Akamai in 1999 and was elected President – Worldwide Operations in January 2013. From January 2006 through December 2012, Mr. Hughes served as our Executive Vice President, Global Sales, Services and Marketing, having previously held a variety of sales and marketing leadership position at Akamai. Mr. Hughes resigned from his position as President – Worldwide Operations effective March 31, 2016.

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		Rick McConnell, age 50, was elected52, became Akamai’s President and General Manager of the Web Division in May 2016, having previously served as President – Products and Development effectivefrom January 2013 having previously served as ourthrough May 2016 and Executive Vice President – Products and Development from November 2011 through December 2012. Prior to joining Akamai, Mr. McConnell was in a number of executive positions at Cisco Systems, including Vice President and General Manager of the Unified Communications Business Unit from 2004 until 2008, Vice President of Collaboration Strategy and Market Development from 2008 until 2010, and Vice President, Global Collaboration Software Sales from 2010 through October 2011. Prior to joining Cisco,Systems. Mr. McConnell was Chief Executive Officer of Latitude Communications, which was acquired by Cisco in January 2004.
		Bill Wheaton, age 54,56, joined Akamai in 2000 as a result of our acquisition of InterVu, Inc. Mr. Wheaton served in a variety of roles before being promoted from Vice President to Senior Vice President, Media Business Unit in 2011. He was named Executive Vice President, Media Division from July 2015 through February 2017. He became our Chief Strategy Officer in July 2015.March 2017.

Our BoardSecurity Ownership of Directors

Our Board of Directors currently consists of 11 persons, divided into three classes, serving staggered terms of three years, as follows: three Class I directors (with terms expiring at the 2018 Annual Meeting of Stockholders), four Class II directors (with terms expiring at the 2016 Annual Meeting of Stockholders)Certain Beneficial Owners and four Class III directors (with terms expiring at the 2017 Annual Meeting of Stockholders).Management

The N&G Committee is overseeing a processfollowing table includes information as to identify an additional director to jointhe number of shares of our Board. Any person so identified and recommendedcommon stock beneficially owned as of February 28, 2018, by the N&G Committee for election as directors will be elected as a director by Board action. We expect any such individual to be elected by the Board to join Class I (with a term expiring at the 2018 Annual Meeting of Stockholders).

Set forth below is information about the professional experiences of members of our Board of Directors, including the four nominees for election at the 2016 Annual Meeting of Stockholders. In addition, for each individual, we discuss the specific experience, qualifications and attributes that we believe qualify him or her to serve on our Board of Directors.

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Nominees for Director With Terms That Will Expire in 2019 (Class II Directors)following:

🌑		Pamela J. Craig, age 59, joined our Boardeach person known to us to be the beneficial owner of Directors in 2011. From October 2006 until her retirement in July 2013, she was the Chief Financial Officer of Accenture, a global management consulting, technology services and outsourcing organization, having previously served in numerous positions at the firm. Ms. Craig also serves on the board of directors Walmart Stores, the global retailer. She also serves as an advisory board member of SpencerStuart, a global executive search and recruitment firm. Ms. Craig previously was a director of Avanade and VMware, Inc. Ms. Craig is a member of the Executive Committee and Board Chairman of Comprehensive Development Inc. and serves on the Board of Junior Achievement of New Jersey and The Committee of 200, a membership organization of women entrepreneurs and corporate leaders. We believe that the knowledge, leadership experience and expertise Ms. Craig has developed in her significant leadership role at Accenture provides us with unique insight into how to manage a large, global organization that has grown rapidly. Her understanding of the challenges our current and potential customers face in interacting with customers, suppliers and partners across the world in a rapidly changing technological environment helps us better understand the markets we address. Furthermore, in light of her experience as a chief financial officer, her understanding of complex global business issues and financial and accounting matters have enabled her to become an important contributor to our Board, particularly as the Chairmore than 5% of our Audit Committee.
		Jonathan Miller, age 59, joined our Boardoutstanding shares of Directors in July 2015. Mr. Miller is currently a partner at Advancit Capital, a venture capital firm focusing on early-stage companies. Previously, he was Chairman and CEO of the Digital Media Group and Chief Digital Officer of Newscorp, a global media company from April 2009 through December 2013. Mr. Miller also serves on the boards of directors of AMC Networks, an entertainment company; Interpublic Group of Companies, a marketing solutions provider; J2 Global, which provides telecommunications solutions as well as technology, gaming and lifestyle content; and TripAdvisor, an online travel agency. Mr. Miller previously served on the boards of directors of Houghton Mifflin Harcourt Co., Live Nation, Inc., RTL Group SA and Shutterstock, Inc. Media delivery solutions represent a core part of Akamai’s business. Mr. Miller’s experience at Newscorp enables him to provide us with important insight into the challenges, goals and priorities of media common stock;

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		companies such as those that are key current and prospective customers. He has been a key participant in the rapid development of the Internet as a global platform for video and audio entertainment; as a result, his depth of understanding of the ongoing evolution of digital media benefits our Board’s strategic discussion. Furthermore, his 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.
		Paul Sagan, age 57, joined our Board of Directors in January 2005. He is an executive in resident (XIR) at General Catalyst Partners, a venture capital firm. He first joined Akamai in October 1998 as Vice President and Chief Operating Officer and became our President in May 1999. He was our Chief Executive Officer from January 2005 through December 2012 and also served as Vice Chairman from 2013 to 2015. From July 1997 to August 1998, Mr. Sagan was Senior Advisor to the World Economic Forum, a Geneva, Switzerland-based organization that provides a collaborative framework for leaders to address global issues. Previously, Mr. Sagan held senior executive positions at global media and entertainment companies Time Warner Cable and Time Inc., affiliates of Time Warner, Inc., as well as at CBS, Inc. Mr. Sagan also serves on the boards of directors of EMC Corporation and VMware, Inc., both of which develop and provide information infrastructure technology and solutions. He was previously a director of iRobot, Inc. In Mr. Sagan’s various executive roles at Akamai, he oversaw every aspect of our operations for nearly fifteen years. We believe that he has an unparalleled understanding of our business, personnel and customers and the markets in which we operate. He provides guidance to our CEO and executive team. In addition, Mr. Sagan’s high level of integrity and strong sense of corporate responsibility are key attributes that contribute to the effective functioning of our Board. Mr. Sagan has served and continues to serve on the boards of other public companies, and he brings valuable experience from those directorships to his service on our Board. With his role at General Catalyst, Mr. Sagan provides helpful insight into innovation developments among emerging companies.

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		Naomi O. Seligman, age 77, joined our Board of Directors in November 2001. Ms. Seligman has been a senior partner at Ostriker von Simson, a consulting firm focusing on information technology, since June 1999. The partners of Ostriker von Simson chair the CIO Strategy Exchange, which regularly brings together four vital quadrants of the information technology sector: invited Chief Information Officers (CIOs) and other top executives from the largest multinational enterprises, premier venture capitalists, CEOs from prominent computer companies, and entrepreneurs leading innovative emerging technology firms. Previously, Ms. Seligman served as a co-founder and senior partner of the Research Board, Inc., a private sector institution sponsored by one hundred CIOs from major corporations. She also serves on the boards of directors of Oracle Corporation, an enterprise software company. Ms. Seligman previously served as a director of iGate, Sun Microsystems, The Dun & Bradstreet Corporation and numerous private technology companies. She is also currently Vice Chairman of New Leaders, a national nonprofit for developing school leaders, and chairs the Governance Committee of the School of the American Ballet. Ms. Seligman’s career has led her to advise chief executives and technology leaders at a wide range of the largest enterprises in the United States and abroad. She has been able to impart the insight and understanding gleaned from this experience to our management and Board to enable them to better understand our customers’ needs, emerging trends in Akamai’s markets and efficient ways to pursue our goals. Furthermore, Ms. Seligman’s experience, intelligence and willingness to challenge assumptions stimulate productive Board discussions to ensure that there are fulsome and appropriate deliberations.

Directors Whose Terms Expire in 2017 (Class III Directors)

		Monte Ford, age 56, joined our Board of Directors in June 2013. Mr. Ford is currently the principal at Quest Objects Group, a consulting firm. From February 2012 until September 2013, he was the Chief Executive Officer of Aptean Software, a provider of enterprise application software. From December 2000 through December 2011, he was Senior Vice President and Chief Information Officer of American Airlines, an airline. Mr. Ford currently serves on the board of directors of Michaels Stores, Inc., an arts and crafts retailer, and was previously a director of Oncor Electric. Mr. Ford brings to the Board decades of experience as an information technology executive. He has been the CEO of a software company and, while at American Airlines, he was responsible for all aspects of that company’s information systems and business analytics functions. We believe, therefore, that he is well situated to help his fellow Board

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🌑		Frederic V. Salerno, age 72, joined our BoardNamed Executive Officers, who consist of Directors in April 2002. He was named(i) our Lead Independent Director in May 2013. From 1997 until his retirement in September 2002, Mr. Salerno served in a varietyprincipal executive officer during 2017; (ii) our principal financial officer during 2017; and (iii) our three other most highly compensated employees who were serving as executive officers on December 31, 2017; and

	🌑		all of senior management positions at Verizon Communications, Inc., a providerour executive officers and directors as of communications services, and its predecessors. At the time of his retirement, Mr. Salerno was Vice Chairman and Chief Financial Officer. Mr. Salerno also serves on the board of directors of CBS Broadcasting, Inc., a media company, Florida Community Bank, a regional bank, Intercontinental Exchange, an electronic exchange for trading wholesale energy and metals commodities, and Viacom, Inc., a media company. Mr. Salerno previously servedFebruary 28, 2018 as a director of Consolidated Edison, Inc., National Fuel Gas Company and Popular Inc. Leveraging his experience as Chief Financial Officer for Verizon and service on other boards of directors, Mr. Salerno brings to our Board a deep understanding of financial markets, financial statements and investments. He provides essential guidance about financial and other strategic matters. The Board heavily relies on his judgment and operating experience. In his role as Lead Director, Mr. Salerno is a particularly valued advisor to management and other directors when we are contemplating strategic initiatives to enable future growth.
		Steven Scopellite, age 50, joined our Board of Directors in January 2014. From 2007 until his retirement in December 2013, he was the Chief Information Officer of Goldman Sachs, an international financial firm. He serves on the boards of several non-profit entities including Rumson Country Day School, CFY.org and Riverview Medical Center. He is also on the Executive Review Committee of Soltage, LLC, a private equity firm. Mr. Scopellite served as Chief Information Officer of Goldman Sachs for seven years prior to joining our Board. As the former head of a complex, global technology organization, he brings extensive experience in sophisticated technology and operating systems to our Board’s deliberations. Mr. Scopellite, with his insight into the application and infrastructure challenges we seek to address for our customers and experience managing a complex international operation, can provide counsel to management in its innovation efforts and help the Board group.

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 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 28, 2018, through the exercise of any stock option or other equity right. Unless otherwise indicated, the address of each person identified in the table below is c/o Akamai Technologies, Inc., 150 Broadway, Cambridge, Massachusetts 02142. On February 28, 2018, there were 169,977,772 shares of our common stock outstanding.

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Jill A. Greenthal, age 59,Mr. Killalea joined ourthe Board of Directors in October 2007. Ms. Greenthal has been a Senior Advisor in the Private Equity GroupMarch 2018.

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(12)	Consists of 25,062 shares of our common stock issuable upon exercise of stock options exercisable within 60 days after February 28, 2018 and 12,211 shares issuable in respect of DSUs that have vested but not yet been distributed.

Board Leadership and Role in Risk Oversight

Chairman of the Board

From 1999 until March 2018, George Conrades iswas our non-executive Chairman of the Board. In this role, he worksworked with the Lead Director and Chief Executive Officer to prepare Board meeting agendas, chairschaired meetings of the Board and our annual stockholder meetings and informsinformed other directors about the overall progress of Akamai. Mr. Conrades also providesprovided advice and counsel to the Chief Executive Officer and other executive officers, particularly relating to strategy, key customer accounts, market opportunities and leadership development. In addition, Mr. Conrades consultsconsulted in the annual performance evaluation of the Chief Executive Officer.

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Lead Director

Frederic Salerno became theserved as our independent Lead Director of our Board infrom May 2013.2013 until March 2018. In this role, he presidespresided over meetings of the independent members of our Board of Directors, providesprovided leadership and advice to management on key strategic

initiatives and seekssought to ensure effective communication among the committees of the Board of Directors.Board. Mr. Salerno also worksworked with the Chairman of the Board to review and recommend committee memberships for the Board. He leadsled discussions on the performance of the Chief Executive Officer and succession planning for executive officers and other key management positions. Mr. Salerno also takestook the lead role in providing feedback from our annual director peer evaluation process to his fellow Board members. In March 2018, Mr. Salerno was elected Chairman of the Board. We do not currently intend to appoint a new Lead Director to replace Mr. Salerno.

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Roles of Chairman of the Board, CEO and CEOLead Director

Currently, the roles of Chairman of the Board of Directors and Chief Executive Officer are held by two different individuals. We believe this structure represents an appropriate allocation of roles and responsibilities at this time. With his backgroundMr. Salerno, as our Chief Executive Officer from April 1999a strong independent director, is able to April 2005 combined with his leadership qualities, Mr. Conrades is well-positionedplay a key role in ensuring Board effectiveness, management oversight and adherence to lead the Board in its fundamental role of providing advice to and oversight of management.good governance principles. Dr. Leighton is then better able to focus on ourday-to-day business and strategy, meet with investors and convey the management perspective to other directors. In addition, with Mr. Salerno’s position as Lead Director, an independent director is able to play a key role in ensuring Board effectiveness and adherence to good governance principles.

Risk Oversight

Our Board of Directors has an active role in supervising management’s oversight of Akamai’s risks. The Board and its committees perform this through both formal and informal mechanisms. They review business, regulatory, operational, cyber security and other risks that are incorporated in operating and strategic presentations that members of management and our advisors make to the Board. In addition, the Board regularly reviews information regarding our liquidity and operations, as well as the risks associated with each. Financial reporting risks are typically addressed by the Audit Committee through internal audits, committee agenda items, ethics and whistleblower updates and other discussions. As an example, the Audit Committee has overseen and reviewed analyses prepared by our internal audit function designed to assess the likelihood that enumerated risks would occur, the harm such risks would create if they occurred and current sufficiency of controls to address such risks. The Compensation Committee, in consultation with our independent executive compensation consultants, reviews Akamai’s management of executive compensation and retention risks as part of its annual executive compensation review and individual compensation discussions. See also the discussion of our annual risk assessment in “How We Evaluate and Address Risk in Our Compensation Policies and Practices” in Part FourTwo of this Proxy Statement. The full Board of Directors typically reviews on an annual basis executive succession planning and development. The Nominating and Corporate Governance Committee, or the N&G Committee, assists the Board in fulfilling its oversight

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responsibilities with respect to the management of risks associated with Board organization, membership and structure, succession planning for our directors and executive officers, and corporate governance.

Board Committees

The standing committees of our Board of Directors consist of an Audit Committee, a Compensation Committee and a Nominating and Corporate Governance Committee. Each committee operates under a charter that has been approved by the Board of Directors.Board. Copies of the charters are posted in the Investor Relations section of our website at www.akamai.com. The Board of Directors has determined that all of the members of each of the three standing committees of the Board of Directors are independent as defined

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under The NASDAQNasdaq Stock Market, Inc. Marketplace Rules, or the NASDAQNasdaq Rules, including, in the case of all members of the Audit Committee, the independence requirements of Rule10A-3 under the Securities Exchange

Act of 1934, as amended, and, in the case of all members of the Compensation Committee, the independence requirements under Rule10C-1 under the Exchange Act. Membership on each standing committee as of March 1, 2016February 28, 2018 is reflected in the chart below.

Committee Membership as of December 31, 2017

The Audit Committee assists the Board of Directors in overseeing the financial and accounting reporting processes and audits of our financial statements, which includes reviewing the professional services provided by our independent auditors, the independence of such auditors from our management, our annual financial statements and our system of internal financial and IT controls. The Audit Committee also reviews such other matters with respect to our accounting, auditing and financial reporting practices and procedures as it may find appropriate or may be brought to its attention. The Board of Directors has determined that Ms. Craig is our designatedan “audit committee financial expert” within the meaning of Item 407(d)(5)(ii) under RegulationS-K promulgated by the Commission under the Exchange Act. The Audit Committee held nine meetings in 2015.2017.

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The Compensation Committee assists the Board of Directors in discharging its responsibilities relating to the compensation of our executive officers, including determining the compensation of our Chief Executive Officer and other executive officers, administering our bonus, incentive compensation and stock plans, approving equity grants and approving the salaries and other benefits of our executive officers. In addition, the Compensation Committee consults with our management regarding our benefit plans and compensation policies and practices. The Compensation Committee is directly responsible for the appointment and oversight of our independent compensation consultants and other advisors it retains. The Compensation Committee held eight meetings in 2015.2017 and took one action by unanimous written consent.

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The N&G Committee is responsible for, among other things, identifying individuals qualified to become members of our Board of Directors; recommending to the full Board of Directors the persons to be nominated for election as directors and to each of its committees; overseeing self-evaluation of the Board, of Directors, including the performance of individual directors; and reviewing and making recommendations to the Board of Directors with respect to corporate governance practices. The N&G Committee held sevenfive meetings in 2015.2017 and took one action by unanimous written consent.

Mr. Killalea was appointed to the Audit Committee of the Board in March 2018. Mr. Wagner was elected to the Board in April 2018 and has not yet been appointed to a standing committee.

Meeting Attendance

The Board of Directors held seveneight meetings during 2015.2017 and took two actions by unanimous written consent. Each incumbent director attended at leastmore than 75% of the total number of meetings of the Board of Directors and each committee on which he or she served during the fiscal year ended December 31, 2015.2017. All directors are expected to attend regular Board of Directors meetings, Board committee meetings for committees on which he or she serves and our annual meeting of stockholders. NineAll of our ten then-incumbent directors attended the 20152017 Annual Meeting of Stockholders.

Determination of Independence

Under the NASDAQNasdaq Rules, a director of Akamai will only qualify as an “independent director” if, in the opinion of the Board of Directors, that person does not have a relationship that would interfere with the exercise of independent judgment in carrying out the responsibilities of a director. The Board of Directors has determined that each of the following individuals is an “independent director” as defined under NASDAQNasdaq Rule 5605(a)(2):

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The Board of Directors had previously made a similar determination of independence with respect to Martin Coyne and Geoffrey Moore,Steven Scopellite, who each served as a director until the 20152017 Annual Meeting of Stockholders.

In making its independence determination with respect to Mr. Wagner, the Board considered that, in 2017, Akamai sold approximately $1,700,000 of products and services to, and purchased approximately $1,500 of products and services from, LogMeIn, Inc., where Mr. Wagner is an executive officer. The amount of sales and the amount purchases in 2017 were less than 0.2% of LogMeIn, Inc.’s annual revenues and less than 0.1% of Akamai’s annual revenues and the transactions were conducted in the ordinary course of business, on commercial terms and on an arms’-length basis.

Our independent directors meet separately as part of each Board of Directors meeting and at other times as appropriate. In the independent director sessions, Mr. Salerno and the other independent directors review management performance, assess the focus and content of meetings of the Board of Directors and establish the strategic issues that the Board of Directors believes should be the focus of management’s attention to drive short-term and longer-term business success. Mr. Salerno then provides feedback to the Chief Executive Officer and other members of management on their performance and important issues on which the independent members of the Board of Directors believe management should focus.

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Director Compensation

The following table sets forth compensation paid in 20152017 to our directors for their service as directors, other than Dr. Leighton, whose compensation is reflected in “Executive Compensation Matters” below:

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Under our non-employeeMr. Killalea was elected to the Board of Directors in March 2018 and, therefore, did not receive any director compensation in 2017. Mr. Wagner was elected to the Board in April 2018 and likewise did not receive any director compensation in 2017.

Under ournon-employee director compensation plan,non-employee directors are entitled to receive annual compensation of $300,000, of which $75,000 is paid in cash and $225,000 is paid in DSUs representing the right to receive shares of Akamai common stock. This compensation is generally paid or, in the case of DSUs, granted, on the date of our annual meeting of stockholders, and the number of DSUs issued is based on the fair market value of our common stock on that date. For so long as the person remains a director, DSUs will vest in full on the first anniversary of the grant date, but a director may defer distribution of his or her shares for up to ten years. If a director has completed one year of service on our Board, vesting of 100% of the DSUs held by such director will accelerate at the time of his or her departure from the Board.

In addition, our Chairman of the Board Vice Chairman and Lead Director are entitled to $40,000 of additional annual compensation, of which $20,000 is paid in cash and $20,000 is paid in DSUs. Chairs of the Audit Committee and the Compensation Committee are

entitled to $25,000 of additional compensation, of which $5,000 is paid in cash and $20,000 is paid in DSUs. The Chair of the N&G Committee is entitled to $10,000 of additional compensation, of which $5,000 is paid in cash and $5,000 is paid in DSUs. Eachnon-employee director is eligible to receive RSUs with a fair value at the time of grant of $400,000 when he or she joins the Board of Directors.Board. Such RSUs vest over a three-year period, withone-third vesting on each of the first, second and third anniversaries of the date of grant. We also reimburse directors for reasonableout-of-pocket expenses incurred in attending meetings of the Board.

Stock Ownership Guidelines

We have minimum stock ownership requirements for our senior management team and Board of Directors. Pursuant to the guidelines, each member of Akamai’s senior

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management team is required to own a number of shares of our common stock having at least the value calculated by applying the following multiples: for the Chief Executive Officer, six times his base salary; for Named Executive Officers, two times his or her base salary; and for other executives, one times his or her base salary. In addition, eachnon-employee director is required to own a number of shares of our common stock having a value equal to five times his or her then-current base cash retainer. If a director’s base cash retainer or an executive’s base salary is increased, the minimum ownership requirement shall bere-calculated at the end of the year in which the increase occurred, taking into account our stock price at that time. If anon-employee director or executive fails to meet the ownership guidelines as of a test date that occurs after the period of time for attainment of the ownership level, he or she will not be permitted to sell any shares of our common stock until such time as he or she has exceeded the required ownership level. A more detailed description of these guidelines, including the timeline for compliance, is set forth in our Corporate Governance Guidelines, which are posted on our website at www.akamai.com/html/investor/corporate_governance.html. All directors are currently in compliance with the ownership guidelines.

N&G Committee’s Process for Reviewing and Considering Director Candidates

The N&G Committee assists the Board of Directors in identifying and attracting individuals qualified to become members of our Board of Directors.Board. In executing its mission to solicit qualified candidates to become directors of Akamai, the N&G Committee seeks to attract intelligent potential candidates from varied backgrounds who have a strong desire to understand and provide insight about Akamai’s business and corporate goals; to understand and contribute to the role of the Board of Directors in representing the interests of stockholders; and to promote good corporate governance and ethical behavior by the members of the Board of Directors and our employees.

Criteria Used to Consider Nominees to the Board of Directors

In assessing whether an individual has these characteristics and whether to recommend any particular candidate for inclusion in the Board of Directors’ slate of recommended director nominees, the N&G Committee will apply the criteria attached to its charter. These criteria include:

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The Board of Directors particularly values demonstrated leadership experience and skills and reputation for high standards of honesty, ethics and integrity. Although the N&G Committee does not assign specific weights to particular criteria, we believe that it is essential that all potential Board members have integrity and honesty, adhere to high ethical standards and possess a commitment to dedicate the necessary time and attention to Akamai and an ability to act in the interests of all stockholders without any potential personal conflict of interest. The N&G Committee and the Board of Directors believe that the backgrounds and qualifications of its directors, considered as a group, should provide a composite mix of experience, knowledge and abilities that will allow the Board of Directors to fulfill its responsibilities.

With respect to considering whether tore-nominate our incumbent directors, the N&G Committee and the full Board of Directors apply the criteria discussed above. The Board may also take into account information available to it about directors’ professional status and performance on other boards of directors. In addition, each of our directors annually undergoes an evaluation by the other directors, which measures, among other things, the director’s contributions to the Board including his or her knowledge, experience and judgment. In addition, if there is a change in a director’s professional status, under our Corporate Governance Guidelines, that director must offer to resign from the Board and in considering whether to accept the resignation, the Board considers whether the director’s new status continues to complement the Board’s skills and qualities.

Importance of Diversity

Since adoption in 2003, the Criteria for Nomination as a Directordirector appended to Akamai’s N&G Committee charter have always emphasized the importance of diversity in determining the appropriate composition of our Board of Directors. The Criteria specifically state, “The [N&G] Committee shall actively consider nominees who can contribute to the diversity of the Board of Directors in terms of gender, race, ethnicity, professional background. Nominees shall not be discriminated against on the basis of race, religion, national origin, sex, sexual orientation, disability or any other basis proscribed by law.”

OverFollowing the years, we have strived to improve the diversity of our Board to achieve the aspirations articulated in our N&G Committee charter. We believe that we have assembled an outstanding set of directors with varied backgrounds, experiences and viewpoints that understand our markets, our customers and our employees. The percentage of2018 Annual Meeting, female and/or minority directors currently serving on our Board comprise 36%will make upone-third of the total.

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total Board as proposed. To help us maintain the broad diversity we have already achieved and to continually assess the effectiveness of this diversity policy, the Board of Directors conducts an annual self-evaluation and survey. The survey questions include an assessment of whether the composition of the Board is appropriately diverse and possessesreflects the skills, experience and other characteristics consistent with achieving our corporate goals now and in the coming years.

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Process for Identifying Candidates to Serve as Directors

To identify and evaluate attractive candidates, the members of the N&G Committee actively and regularly solicit recommendations for highly-qualified director candidates, including from other members of Akamai’s Board of Directors and other professional contacts. As potential candidates emerge, the N&G Committee meets from time to time to evaluate biographical information and background material relating to potential candidates; discusses those individuals with other members of the Board of Directors;Board; and reviews the results of personal interviews and meetings conducted by members of the Board, of Directors, senior management and our outside legal advisors.

At the Annual Meeting, stockholders will be asked to consider the electionelections of Mr. Miller, whoMessrs. Hesse and Wagner, each of whom has been nominated for election as a director for the first time. Mr. MillerHesse was appointed to the Board of Directors in 2015.2016. He was initially recommended by anon-management director. Mr. Wagner was appointed to the Board in April 2018. He was initially recommended by Elliott Management Corporation, an Akamai stockholder, with which we entered into a Cooperation Agreement in March 2018 related to, among other things, appointment of additional directors to our Board. A copy of the Cooperation Agreement was filed as an exhibit to our Current Report on Form8-K filed with the Commission on March 9, 2018. The Board determined to include Mr. MillerMessrs. Hesse and Wagner among its nominees.

Stockholders may recommend individuals to the N&G Committee for consideration as potential director candidates by submitting their names, together with appropriate biographical information and background materials and a statement as to whether the stockholder or group of stockholders making the recommendation has beneficially owned more than 5% of our common stock for at least a year as of the date such recommendation is made, to Nominating and Corporate Governance Committee, c/o Corporate Secretary, Akamai Technologies, Inc., 150 Broadway, Cambridge, Massachusetts 02142. Assuming that appropriate biographical and background material has been provided on a timely basis, the N&G Committee will evaluate stockholder-recommended candidates by following substantially the same process, and applying substantially the same criteria, as it follows for candidates submitted by others.

Stockholders also have the right under Akamai’s bylaws to directly nominate director candidates, without any action or recommendation on the part of the N&G Committee or the Board, of Directors, by following the procedures set forth in our bylaws and described under “Deadline for Submission of Stockholder Proposals for the 20172019 Annual Meeting” below.

The Board of Directors will give appropriate attention to written communications that are submitted by stockholders and will respond if and as appropriate. The Lead Director,Chairman of the Board, with the assistance of our General Counsel, is primarily responsible for monitoring communications from stockholders and for providing copies or summaries to the other directors as he or she considers appropriate. Communications are forwarded to all

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directors if they relate to important substantive matters and include suggestions or comments that the Lead Director considers to be important for the Board of Directors to know. In general, communications relating to corporate governance and corporate strategy are more likely to be forwarded than communications relating to ordinary business affairs, personal grievances and matters as to which Akamai tends to receive repetitive or duplicative communications.

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Stockholders who wish to send communications on any topic to the Board of Directors should address such communications to Board of Directors, c/o Corporate Secretary, Akamai Technologies, Inc., 150 Broadway, Cambridge, Massachusetts 02142.

Compensation Committee Interlocks and Insider Participation

Ms. Craig and Messrs. Ford, ScopelliteMiller and Verwaayen were members of the Compensation Committee throughout 2015. Mr. Miller was a member from July 22, 2015 through December 2015. Martin Coyne2017. Messrs. Hesse and Geoffrey Moore, formerScopellite were members of our Board of Directors, were membersthe Compensation Committee from January 1, 20152017 until May 13, 2015.17, 2017. No member of the Compensation Committee was at any time during 2015,2017, or formerly, an officer or employee of Akamai or of any of our subsidiaries, and no member of the Compensation Committee had any relationship with us requiring disclosure under Item 404 of RegulationS-K under the Exchange Act. No member of the Compensation Committee receives compensation, directly or indirectly, from Akamai in any capacity other than as a director.

None of our executive officers served as a director or member of the compensation committee (or other committee serving an equivalent function) of any other entity onewhere an executive officer of whose executive officersthat entity also served as a director or member of theour Compensation Committee at any time during 2015.2017.

Report of the Audit Committee

The Audit Committee of our Board of Directors has furnished the following report on the Audit Committee’s review of our audited financial statements:

The Audit Committee of Akamai’s Board of Directors is responsible for, among other things:

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The Audit Committee acts under a written charter that is available on our website at www.akamai.com/html/investor/corporate_governance.html. The members of the Audit Committee are independent directors as defined by the Audit Committee charter and the NASDAQNasdaq Rules.

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Akamai’s management is responsible for the financial reporting process, including Akamai’s system of internal controls, and for the preparation of consolidated financial statements in accordance with GAAP. PricewaterhouseCoopers LLP, or PwC, Akamai’s independent auditors, is responsible for auditing those financial statements and expressing an opinion as to their conformity with GAAP. The Audit Committee’s responsibility is to oversee and review these processes. The members of the Audit Committee are not, however, professionally engaged in the practice of accounting or auditing and do not provide any expert or other special assurance as to the financial statements concerning compliance with laws, regulations or GAAP or as to auditor independence.

Our Director of Internal Audit reports directly to the Audit Committee. The Internal Audit function annually conducts a series of audits to test Akamai’s internal financial and IT controls. This annual internal audit plan is reviewed and approved by the Audit Committee. Individual audit reports are reviewed at each Audit Committee meeting and any deficiencies are reviewed with management.

We reviewed Akamai’s audited consolidated financial statements that were included in Akamai’s Annual Report on Form10-K for the fiscal year ended December 31, 2015,2017, as filed with the Commission, which we refer to herein as the Financial Statements. We reviewed and discussed the Financial Statements with Akamai’s management and PwC. PwC has represented to the Audit Committee that, in its opinion, Akamai’s Financial Statements were prepared in accordance with GAAP. We discussed with PwC the matters required to be discussed by Statement on Auditing Standard No. 16, CommunicationAS 1301: Communications with Audit Committees, as adopted by the Public Company Accounting Oversight Board.

We also discussed with PwC its independence from Akamai and considered whether PwC’s rendering of certain services to Akamai, other than services rendered in connection with the audit or review of the Financial Statements, is compatible with maintaining PwC’s independence. See “Ratification of Selection of Independent Auditors” included elsewhere in this Proxy Statement. In connection with these matters, Akamai received the written disclosures and letter from PwC required by the applicable requirements of the Public Company Accounting Oversight Board regarding PwC’s communications with the Audit Committee concerning independence.

Based on our review of the Financial Statements and reports to us and our participation in the meetings and discussions described above, and subject to the limitations on our role

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and responsibilities referred to above and in the Audit Committee charter, we recommended to the Board of Directors that the Financial Statements be included in Akamai’s Annual Report on Form10-K for the fiscal year ended December 31, 20152017 as filed with the Commission.

We have also appointed PwC to act as Akamai’s independent auditors for 2016.2018.

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Certain Relationships and Related Party Transactions; Code of Ethics; Interest in Annual Meeting Matters

Akamai did not enter into any transactions of the type required to be disclosed under Item 404 of RegulationS-K under the Exchange Act. Under our written Code of Business Conduct and Ethics, our employees and members of our Board of Directors are prohibited from entering into any business, financial, or other relationship with our existing or potential customers, competitors, or suppliers that might impair, or appear to impair, the exercise of his or her judgment for Akamai. Our Code of Business Conduct and Ethics also prohibits situations involving Akamai entering into a business transaction with an executive officer or director, a family member of an executive officer or director, or a business in which such a person has any significant role or interest if such a transaction could give rise to a conflict of interest. Our executive officers and directors are obligated under the Code of Business Conduct and Ethics to disclose to our Legal Department any existing or proposed transaction or relationship that reasonably could be expected to give rise to a conflict of interest. Under the procedures reflected in our Code of Business Conduct and Ethics and Audit Committee Charter, proposed related party transactions are subject to review to determine if they are in theour best interests of the company and, if such transaction is entered into, the conditions under which it may proceed. Proposed transactions involving executive officers, other than the General Counsel, are reviewed and subject to approval by the General Counsel after notifying the Audit Committee and the Lead Director. Proposed transactions involving the General Counsel or a director are reviewed and subject to approval by disinterested members of the Audit Committee after notifying the Lead Director.

No person who served as a director or executive officer of Akamai during the year ended December 31, 20152017 has a substantial interest, direct or indirect, in any matter to be acted upon at the Annual Meeting. Each executive officer serves at the discretion of ourthe Board of Directors and holds office until his or her successor is elected and qualified or until his or her earlier resignation or removal. There are no family relationships among any of our directors or executive officers.

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Part Four

Two – Executive Compensation Matters –

Compensation Discussion and Analysis (CD&A)

The following discussion and analysis of Akamai’s executive compensation objectives, policies and practices is designed to provide an overview of the material elements of our compensation structure. This discussion is focused on the following persons who served as Akamai executive officers in 2015:2017:

We refer to these individuals as our Named Executive Officers or our NEOs. Mr. Hughes resigned from his position as President, Worldwide Operations effective March 31, 2016. Please refer to the “Summary Compensation Table” and the additional tables that follow for detailed information on compensation paid to our NEOs.

Executive Summary

In this Executive Summary, we describe our guiding principles on executive compensation, provide highlights of our recent performance and illustrate how those principles have aligned with our executive pay outcomes.outcomes and how we establish our compensation levels and performance targets. We also discuss our approach to our CEO’s compensation and key compensation policies and practices.

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Our Compensation Principles

OurWe use the following guiding principles to design our compensation programs are designed to advance these guiding principles:programs:

Aligning Executive Compensation with our Performance

Akamai seeks to align executive compensation with performance by:

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In other words, we

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We believe that a significant portion of executive pay should be variable and at risk. Specifically, the amount earned by the executive should primarily be tied to our financial performance and the performance of our stock price. The charts below show the percentage that at risk 2015 compensation comprised of total“at risk” compensation for our CEO and other NEOs. We consider compensation to be “at risk” if vesting is subject to achievement of performance targets and/or the value received is dependent on our stock price.

RevenueOverview of Compensation Components

We structure the compensation opportunities for our executive officers using three principal components: base salary, annual incentive bonuses and profitability growth are key financial measures used bylong-term equity-related incentives. Within our Boardlong-term equity program, we grant three types of Directorsawards: PRSUs, time-vesting RSUs andTSR-Based RSUs.

We generally align our pay mix strategy with the practices of our peer group when possible and to the extent consistent with our business model. In addition, our pay mix decisions for individual members of management and employees reflect our view of internal pay equity and the ability of a given employee to assesscontribute to our results. In making decisions about how to balance different compensation components, we strive to advance our overarching compensation principles outlined above.

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In the graphic below, we provide an overview of each material component of our 2017 executive compensation program and describe how each component is tied to our compensation objectives.

Setting Compensation Levels for our Executives

Each year we establish the base salary, target annual incentive bonus opportunity and long-term equity incentives for each NEO based on review and assessment of the following factors:

We also consider the effect of market or competitive forces, changes in strategy or priorities that may bear upon an individual’s performance, and any other specific challenges faced or overcome by each person or the function or unit that they led during the prior fiscal year.

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The Compensation Committee does not assign relative weights or rankings to such factors. Rather, the Compensation 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 components ofachieved, our NEOs may receive compensation that is above our target opportunity level. As an example, the chart below demonstrates how our annual incentive plan. In 2015, we exceeded $2 billion in revenue for the first time, a 12% increase over 2014. We were also profitable, with $321 million of net income on a GAAP basis. Below are charts that showbonus plan payouts have closely reflected our revenue and profitability results, measured as GAAP net income,financial performance over the past three years:

The Compensation Committee established revenueSetting Financial Performance Targets

Revenue and profitability as equally-weighted metricsperformance targets are used in our annual bonus plan. We engage in a rigorous and deliberate process in setting those targets, which are directly linked to our annual operating plan and3-year strategic plan and are set early in the year. The performance targets for 80%2017 are also consistent with the financial guidance we gave to investors on our public earnings call in February 2017. 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.

Revenue goals are set based on trends in sales of our executives’ cash bonus programssolutions in 2013, 2014prior quarters and 2015. For 2013, profitability was measuredreflect our understanding of how markets for our offerings may be evolving, information we learn about customer plans, expectations associated with new product introductions, predictions about macro-economic conditions, changes we have witnessed in the competitive landscape and other factors. Profitability goals are set based on our revenue expectations, plans for capital expenditures and hiring, expected growth in operating expenses as non-GAAP pre-tax net income; and for 2014 and 2015, it was measuredwell as non-GAAP operating income. Revenue targets are adjusted to eliminate the effects of foreign exchange rate fluctuations. In 2014 and 2015, profitability targets were also adjusted to eliminate the effects of foreign exchange rate fluctuations.

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The following graph shows how we performed against revenue and profit targets on a percentage basis and the resulting bonus payout as a percentage of the target bonus (aggregated for all Named Executive Officers). Because revenue and profitability were at levels below our target goals, the 2015 incentive bonus payout was considerably lower than target payout, in contrast to 2013 and 2014 where above-target performance led to larger cash bonuses.

Refer to “Financial Metrics Definitions” below for an explanation of the calculation of these measures.

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efforts to curtail spending growth and other factors. Our performance targets are also adjusted during the year to give effect to acquisitions that occur and to eliminate the impact of foreign currency exchange rate fluctuations.

We also carefully set our minimum and maximum target opportunities. Because we primarily derive income from sales of services to customers executing contracts with terms of one year or longer, we have a relatively consistent base level of revenue growth from year to year. In setting annual performance targets and associated payout levels, the Compensation Committee takes this into account. A5%-10% or greater improvement over target revenue or operating income targets represents excellent performance and is reflected in cash bonus payments; a5%-10% or greater shortfall against such targets leads to much lower payouts. For example, bonuses are not payable under our annual incentive plan unless revenue achievement is at least 90% of target.

The Compensation Committee has considered using different metrics for the annual incentive and equity incentive programs but has concluded that using both revenue and profitability targets is appropriate because they are fundamental metrics used by investors to assess our performance. In particular, these performance targets represent key metrics by which we are evaluated by investors. We believe they also provide an appropriate and effective balance of performance incentives to focus and motivate executive officers to maximize value for our stockholders without excessive risk-taking, as evidenced by our revenue growth and strong GAAP gross margins and operating margins.

Once the Compensation Committee has approved performance targets, we set a range of payouts that can be earned by the NEOs based on achieved results against those targets. For each performance-based component, there is a threshold level of performance below which no cash, PRSUs orTSR-Based RSUs, as applicable, will be earned and a maximum level where achievement at or above that level would lead to a payout of 200% of target.

The Compensation Committee approves the performance targets and applicable ranges only after the full Board of Directors has met to review, discuss and approve the short- and long-term financial plans for the company.

CEO Compensation

Dr. Leighton became our CEO in January 2013, having previously served as our Chief Scientist sinceco-founding Akamai. In establishing his salary as CEO, the Compensation Committee considered Dr. Leighton’s past compensation history, his significant equity holdings, peer group practices and the desire to include performance-based compensation as 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 2017, in order to align Dr. Leighton with his leadership team, the Compensation Committee established an annual target bonus opportunity for him of $1 million, with the remainder of his annual compensation to be market competitive and consisting of equity-based components. The Compensation

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Committee and Dr. Leighton agreed that his earned 2017 annual incentive bonus would be paid to him in shares of our common stock in lieu of cash to reinforce further the alignment of his compensation with stockholder interests. Ultimately, nearly 100% of Dr. Leighton’s compensation is at risk.

Compensation Policies and Practices Highlights

Every year, the Compensation Committee assesses the effectiveness of the performance of our compensation plans and practices. We evaluate the financial metrics we use and how our programs compare with those used by our peer group companies. We also consider whether our goal of aligning awards with performance is being realized and if programs appear to have led to any unintended consequences. 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:

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CEO Compensation

Dr. Leighton became our CEO in January 2013, having previously served as our Chief Scientist since co-founding Akamai. In his prior role, from 2001 through 2012, Dr. Leighton received an annual salary of $20,000. In establishing his salary as CEO, the Compensation Committee considered Dr. Leighton’s past compensation history, his significant equity holdings, peer group practices and the desire to include significant performance-based vehicles as the majority of his pay package. This approach conforms to our philosophy of aligning his compensation with the interests of our long-term investors. The Compensation Committee and Dr. Leighton agreed that in 2013 he would move to a salary of $1 (with bonus potential of up to an additional 180%, consistent with our other NEOs’ bonus plans), with the remainder of his annual compensation to be market competitive and consisting of equity-based components. Ultimately, nearly 100% of Dr. Leighton’s compensation is at risk and stock-based.

Compensation Elements and Alignment of Pay and Performance

We structure the annual compensation of our executive officers using three principal components: base salary, cash incentive bonuses and long-term equity-related incentives. While the pay mix may vary from year to year, the ultimate goal is to achieve our compensation objectives and adhere to the principles discussed above. In the chart below, we provide an overview of each material element of our 2015 executive compensation program and describe how each such element is tied to our compensation objectives. Further analysis and discussion of each element and its importance follows the chart.

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Our2017 Executive Compensation ComponentsProgram and Results

Each year,In this section, we setdescribe our 2017 NEO compensation program including the compensation levels forimpact of our executives – across all of the different compensation components – based2017 financial performance on the scope of their responsibilities, taking into account the practices of companies in our compensation benchmarking peer group, the executives’ prior background, training and experience and the ability to replace the individual. We also review the skills and performance level of the individual executive relative to targeted performance criteria for the prior year and actual corporate performance in prior periods.overall achievement.

Base Salary

Base salary is used to provide NEOs with a fixed amount of annual cash compensation. The Compensation 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. Base salaries represent a relatively small percentage of our overall compensation. Thecompensation in order to ensure that our programs provide significant alignment with our stockholders’ interests.

Each year, the Compensation Committee evaluates each NEO’s base salary of an executive officer is evaluated together withand the other components of his or her compensation to ensure that the executive’s total compensation is in line with our overall compensation philosophy. Data from our benchmarking peer group indicated that the 2017 base salaries for our NEOs as a group (other than the CEO) were, on average, slightly below market median. The Committee addressed some of these gaps with the increases reflected in the table below.

Compensation Committee believes that these goals and strategic objectives encourage a balanced focus on revenue growth and profitability. Data from our benchmarking peer group indicated that, are discussed in the table below. on average, our NEOs’ Target Annual Bonus Opportunity was slightly below market median.

The table alsobelow reflects the average actualstructure of the annual incentive program as well as 2017 performance against target. The overall payout percentage against target for our NEOs; on average thisthe Target Annual Bonus Opportunity was 77.6% of target bonus, reflecting achieved performance slightly below the established target financial performance goals.101%.