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

Filed by the Registrant   ☒                              Filed by a Party other than the Registrant   ☐

Check the appropriate box:

AKAMAI TECHNOLOGIES, INC.

(Name of Registrant as Specified In Its Charter)

Payment of Filing Fee (Check the appropriate box):

Dear Fellow Stockholders:

Since our founding in 1998,In 2018, 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 withand our 15th16th consecutive year of annual revenue growth. We have nearly doubled our revenue over the past five years—growing from less than $1.4 billion in 2012 to $2.5 billion in 2017. For the year, we generated solidrevenue of $2.7 billion, up nine percent over 2017, and GAAP net income of $218$298 million, or $1.26up 34 percent over 2017. GAAP Earnings per share was $1.76 per diluted share and $801 million in cash2018, an increase of 36 percent over 2017. Cash from operations was $1 billion in 2018, up 26 percent over 2017, equal to 32%37 percent of annual revenue. We exitedended the year with a strong balance sheet, with more than $1.2$2.1 billion in cash, cash equivalents, and marketable securities.

In 2018, we spent $750 million to repurchase shares of our common stock, reducing the number of shares outstanding from 170 million at the beginning of the year to 163 million shares as of December 31, 2018. Our Board of Directors has authorized a new $1.1 billion share repurchase program to run until the end of 2021. We intend to continue returning a significant percentage of our free cash flow to our shareholders through share repurchases, while preserving our ability to invest in the future growth of the business.

In recent years, we have 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,Last year, security solutions accounted 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 acquisitions (Nominum and SOASTA).

As evidence24 percent of our evolution,total revenues and grew 35 percent year-over-year.

As a more diversified business, we believe Akamai was recognizedis poised to capitalize on significant market opportunities in cloud-based security, online video streaming and next generation payment processing. In January 2019, we completed our acquisition of Janrain, which established Akamai as a market leader in Customer Identity and Access Management. These solutions are designed to protect enterprises and consumer privacy from data breaches and account fraud. In February 2019, we announced a new joint venture with Mitsubishi UFJ Financial Group, Japan’s largest financial institution, to offer new blockchain-based online payment processing. This partnership, leveraging our unique platform at the edge of the Internet globally, is intended to make digital financial transactions more scalable, fast, efficient and secure. I believe that our vast reach at the edge is why so many of the world’s leading cyber security innovator lastenterprises choose Akamai to accelerate their applications, deliver their media and protect their most important assets.

Last year, when research firm Gartner named uswe implemented a disciplined operational approach to expand operating margins and drive greater profitability. Because of our relentless focus on efficiency, we spent less on network costs in 2018 than we spent in 2017—even as we grew traffic on our network faster than traffic growth over the Internet as a visionary leaderwhole. In the process, we set a new Akamai record for peak traffic delivered. We saw margin improvement in its “Magic Quadrant”2018, and we intend to work hard to maintain the progress we’ve made.

I want to thank our talented team of employees for web application firewalls. And,building long-term value for the first time ever, Akamai served the majorityour shareholders and our customers and for making corporate social responsibility a strong part of companies in the Global 500. Akamai has received manyour culture. We continued to receive third party recognitions for beingas a “Best Place to Work” and a highly innovative company. In December, after evaluating nearly 1,000 of the largest publicly traded companies,January 2019, Forbes and JUST Capital ranked Akamai in the top 40—75—and secondthird 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.

AKAMAI TECHNOLOGIES, INC.

150 BROADWAY

CAMBRIDGE, MASSACHUSETTS 02142

NOTICE OF 20182019 ANNUAL MEETING OF STOCKHOLDERS

TO BE HELD ON JUNE 1, 2018MAY 15, 2019

The 20182019 Annual Meeting of Stockholders (the “Annual Meeting”) of Akamai Technologies, Inc. (“Akamai” or the “Company”) will be held on Friday, June 1, 2018,Wednesday, May 15, 2019, at 11:009:30 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 April 16, 2018,March 20, 2019, 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 20, 20182, 2019

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.MAIL. 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

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 20182019 ANNUAL MEETING OF STOCKHOLDERS (THE “ANNUAL MEETING”) TO BE HELD AT THE OFFICES OF AKAMAI TECHNOLOGIES, INC., 150 BROADWAY, CAMBRIDGE, MASSACHUSETTS, 02142 AT 11:009:30 AM LOCAL TIME ON JUNEMAY 1, 2018,15, 2019, 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, 20172018 is being mailed to our stockholders with the mailing of the Notice of 20182019 Annual Meeting of Stockholders and this Proxy Statement on or about April 20, 2018.2, 2019.

Important Notice Regarding the Availability of Proxy Materials for the 20182019 Annual

Meeting of Stockholders to be Held on June 1, 2018:May 15, 2019:

This Proxy Statement and the 20172018 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, 2017,2018, 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,” 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, inability 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, 2017.2018, which accompanies this Proxy Statement. 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 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 20172018 Performance Highlights

In 2018, Akamai hasregistered achievements across our operations, including the following highlights.

Performance Highlights Improved operating margin Industry awards for Bot Manager and Enterprise Threat Protection Broadened our workforce diversity Strong media traffic growth Leading advocate for Zero Trust approach to Internet security New product innovation across all divisions Third party recognition as "Best Place to Work" Honored for ethical leadership

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From the financial perspective, we have increased itsour revenue in each of the past sixthree fiscal years and hashave been profitable over that same period. The charts below show our revenue and earnings per share, calculated in accordance with generally accepted accounting principles in the United States, or GAAP, for those years.

		REVENUE GAAP EPS

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Over the past fivesix 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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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.

CEO AVERAGE FOR OTHER NEOs

COMPENSATION DASHBOARD PRSUs To directly tie the Interests of executives to the Interests of our stockholders. Performance-based and not guaranteed. TSR-Based RSUs Directly aligned with stock price. Provides basis for comparison with peer companies. Base Salary To attract and retain talent. Motivate strong business performance without encouraging excessive risk taking. Annual bonus To drive the achievement of key business results on an annual basis. Performance-based and not guaranteed. Time-Vesting RSUs Align executive and long-term stockholder Interests. Attract and retain key talent.

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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 itsour record of excellence in corporate governance by continually refining itsour corporate governance policies, procedures and practices to align withbased on evolving best practices, taking into account issues raised by our stockholders and other stakeholders and otherwise as circumstances warrant.practices. 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.

Overview of our Board of Directors

Our Board of Directors currently consists of 1312 individuals with a range of backgrounds as reflected in the graphics below. Collectively, they bring industry expertise, leadership skills and financial sophistication to our corporate governance. As discussed below, three of our current directors are not standing forre-election. The Nominating & Corporate Governance Committee of the Board is conducting a search to identify strong new director candidates who will bring similar levels of expertise to Akamai.

Leadership, Strategy and Risk Management Technology & Innovation Telecommunications Finance Security Former CEO international Current Outside CEO Former CFO media board expertise & skills

Good Governance

Engaging with our Stockholders; Declassification of the Board

During 2018, we conducted outreach to all of our 30 largest stockholders and other investors, who collectively held approximately 55% of our outstanding shares, to express an interest in meeting with them to discuss governance or executive compensation matters at Akamai. We engaged with more than 30% of those investors and discussed a broad range of operational, strategic and governance topics with them. These engagement efforts and meaningful conversations provided our Board and management with a valuable understanding of investors’ perspectives and an opportunity to exchange views. When the Board conducted its regular reviews of governance and executive compensation, it discussed the input that 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.

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One result of those meetings was a decision by the Board to recommend that stockholders approve declassification of the structure of the Board. We presented that matter at the 2018 Annual Meeting of Stockholders, and it was approved. As we transition to a single class structure, all directors standing for election will be elected toone-year terms beginning at the 2019 Annual Meeting of Stockholders.

Board Refreshment

Akamai believes that having an independent, diverse, active and engaged Board of Directors has been key to our success. We also believe that new perspectives and ideas are critical to a forward-looking and strategic Board. AtOver the same time, itpast three years, we have seen five incumbent directors transition off of the Board and have added three new directors.

Our goal is equally important to benefit fromseek a balance between new points of view and the valuable experience and familiarity that longer-serving directors bring to the boardroom. The Board believes that the skill set and perspectives of its members should remain sufficiently current and broad in dealing with current and changing business dynamics and, therefore, seeks to maintain a balance of directors with varying lengths of service and ages. While the Board recognizes that term limits and/or a mandatory retirement age could assist in this regard, they may have the unintended consequence of forcing the Board and Akamai to lose the contribution of directors who, over time, have developed increased judgment, knowledge and valuable insight into our business and operations. We have chosen to take an effective and more holistic, balanced approach to Board composition and director succession.

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Board Evaluations

A key component of our approach is a robust annual Board evaluation process. Led by our Lead DirectorChairman of the Board and the Chair of the Nominating and Corporate Governance Committee, this review is intended to elicit 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. The evaluation has taken a variety of forms including written surveys, interviews conducted by an outside consultant and interviews conducted by our Chairman. We have historically also conducted individual peer evaluations. The Nominating and Corporate Governance Committee also regularly oversees and plans for director succession and refreshment of the Board to ensure a mix of skills, experience, tenure, and diversity that promotes and supports the Company’s long-term strategy. In doing so, the Nominating and Corporate Governance Committee takes into consideration the overall needs, composition and size of the Board, as well as the criteria adopted by the Board regarding director candidate qualifications.

Ethics

We have adopted a written Code of Ethics that applies to, among others, our principal executive officer and principal financial and accounting officer, or persons serving similar functions. Our Code of Ethics is available on our website at www.akamai.com. We did not waive any provisions of the Code of Ethics for our directors or executive officers during the year ended December 31, 2018. If we amend, or grant a waiver under, our Code of Ethics that applies to our executive officers or directors, we intend to post information about such amendment or waiver on our website at www.akamai.com. We have also adopted Corporate Governance Guidelines, a copy of which is also available on our website at www.akamai.com/html/investor/corporate_governance.html.

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Human Rights and SustainabilityCorporate Social Responsibility Initiatives

Community Involvement

Akamai is committedand our employees are dedicated to mitigating the environmental impact of our operations. We have adoptedproviding a Sustainability Policygreat place to reflect our belief that Akamai canwork and should 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 disclosurescontributing to the CDP, formerly the Carbon Disclosure Project, since 2010. In 2017,communities in which we announced our investmentoperate. Some ongoing and recent Corporate Social Responsibility, or CSR, initiatives to promote this goal are highlighted below.

CSR Akamai Foundation $50 million endowment Focused on promoting math excellence among children, particularly in underserved communities Akamai Technical Academy A 12-month training program designed to educate and compensate diverse talent (women, ethnic minorities, veterans, generational and experiential) who are interested in a wind energy farm as part ofcareer in technology 7 graduating classes across the globe with nearly 100 individuals becoming Akamai employees Danny Lewin Care Days For more than 15 years, honoring our commitmentco-founder by giving back to source renewable energy for 50 percent of our global network operations by 2020.local communities Over 1,250 participants across 35 Akamai offices

Human Rights

In 2016, we adopted a Human Rights Policy. We believe that the Internet 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 fundamental to unlocking the potential of the Internet and an essential value for the communities in which we operate. We are committed to ensuring that our employees, the people who work for our contractors, customers and suppliers, and individuals in the communities affected by our activities are treated with dignity and respect. Our Human Rights Policy is intended to advance these ideals.

CodeEnvironment

Akamai is committed to mitigating the environmental impact of Ethics

our operations. We have adopted a written CodeSustainability Policy to reflect our belief that Akamai can and should operate with a minimal 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 Ethicsrenewable energy; responsibly

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manage and dispose of our electronic waste; and deliver sustainable work environments that appliespromote 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 among others, our principal executive officer and principal financial and accounting officer, or persons serving similar functions. Our Code of Ethics is available on our website at www.akamai.com. We did not waive any provisions of the Code of Ethics for our directors or executive officers duringCDP, formerly the year ended December 31, 2017. If we amend, or grant a waiver under, our Code of Ethics that applies to our executive officers or directors, we intend to post information about such amendment or waiver on our website at www.akamai.com. Carbon Disclosure Project, since 2010.

We have also adopted Corporate Governance Guidelines,announced a copygoal of which is also available onsourcing renewable energy for at least 50% of our website at www.akamai.com/html/investor/corporate_governance.html.network operations by 2020. In furtherance of that goal:

Our Board of Directors

Our Board of Directors currently consists of 1312 persons, divided into three classes, serving staggered terms of three years, as follows: fivefour Class I directors (with terms expiring at the 20182021 Annual Meeting of Stockholders), four Class II directors (with terms expiring at the 2019 Annual Meeting of Stockholders) and four Class III directors (with terms expiring at the 2020 Annual Meeting of Stockholders). In accordance withBecause our amendedstockholders approved the declassification of our Board of Directors at the 2018 Annual Meeting of Stockholders, beginning this year, directors standing for election will be elected for new terms of one year each.

Pam Craig, Paul Sagan and restatedNaomi Seligman, whose terms expire at the Annual Meeting, will not stand forre-election, and we thank them for their years of service to Akamai.

We have nominated Tom Killalea, whose term currently expires at the 2020 Annual Meeting of Stockholders, and Tom Leighton, whose term currently expires at the 2021 Annual Meeting of Stockholders, to stand for election as Class II directors this year. Messrs. Killalea and Leighton have tendered their resignations as directors in Classes III and I, respectively; these resignations will only become effective if Messrs. Killalea and Leighton are elected Class II directors at the Annual Meeting.

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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 fourthree nominees for election at the 20182019 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. We have included their committee memberships as of March 1, 2019.

Class II: Nominees for Director Whose Terms Will Expire in 2018 (Class I Directors)2020

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Class III: Directors With Terms That Will Expire in 2020

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DirectorClass I: Directors With TermTerms That Will Expire in 2021

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Directors With Terms Expiring in 2019 Not Standing forRe-Election

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Our Executive Officers

Our executive officers as of February 28, 20182019 were:

		F. Thomson Leighton, age 61,62, 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 above, Dr. Leighton also serves on our Board of Directors.
		Aaron Ahola, age 48,49, 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 51,52, 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 Akamai, he had been Vice President, Finance/Operations & CFO – Americas Technology Solutions Group at Hewlett-Packard. Mr. Benson retired as our Chief Financial Officer effective March 1, 2019 and currently serves as Senior Advisor to the CEO. It is anticipated that he will retire from Akamai in September 2019.
		Robert Blumofe, age 53,54, 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 since 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 57,58, 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 and Interim Chief Human Resources Officer from May 2011 through September 2012.2013.
		Adam Karon, age 46,47, joined Akamai in February 2005 and has served in numerous leadership positions during his tenure. In March 2017, he became Executive Vice President and General Manager of the Media and Carrier Division. From July 2011 through December 2013, he was a Vice President in our services organization. He served as Senior Vice President, Global Services and Support from January 2014 through February 2017.
		Rick McConnell, age 52,53, became Akamai’s President and General Manager of the Web Division in May 2016, having previously served as President – Products and Development from January 2013 through 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. Mr. McConnell was Chief Executive Officer of Latitude Communications, which was acquired by Cisco in January 2004.
		Bill Wheaton,, age 56,57, 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 Executive Vice President, Media Division from July 2015 through February 2017. He became our Chief Strategy Officer in March 2017.

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 28, 2018,2019, by the following:

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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, 2018,2019, 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, 2018,2019, there were 169,977,772163,170,332 shares of our common stock outstanding.

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Board Leadership and Role in Risk Oversight

Chairman of the Board

From 1999 untilIn March 2018, George ConradesFrederic Salerno was elected as our independent Chairman of the Board. In this role, he workedworks with the Lead Directorhis fellow directors and Chief Executive Officermanagement to prepare Board meeting agendas, chairedchairs meetings of the Board (including its independent director sessions) and our annual stockholder meetings and informedinforms other directors about the overall progress of Akamai. Mr. ConradesSalerno also provided 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 consulted in the annual performance evaluation of the Chief Executive Officer.

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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 Audit Committee is also charged with oversight of Akamai’s cybersecurity risks, particularly our security practices and controls for both Akamai’s internal and external networks, including security frameworks, breach planning and steps being taken to address vulnerabilities.

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 Two of this Proxy Statement. The full Board 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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Committee Membership in Standing Committees as of December 31, 2017March 1, 2019

The Board elected Daniel Hesse to become chair of the Nominating and Corporate Governance Committee and Jill Greenthal to become chair of the special Financial Operating Committee effective on March 12, 2019. In addition, the Board elected Frederic Salerno to become chair of the Audit Committee effective on May 15, 2019.

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 has determined that Ms.Pamela Craig is an “audit committee financial expert” within the meaning of Item 407(d)(5)(ii) under RegulationS-K promulgated by the Commission under the Exchange Act. Mr. Salerno was appointed to the Audit Committee in March 2019 and was designated an audit committee financial expert. The Board also voted to name him Chair of the Committee effective as of the Annual Meeting. The Audit Committee held nine10 meetings in 2017.2018.

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for the appointment and oversight of our independent compensation consultants and other advisors it retains. The Compensation Committee held eightsix meetings in 20172018 and took one action by unanimous written consent.

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 the persons to be nominated for election as directors and to each of its committees; overseeing self-evaluation of the Board, including the performance of individual directors; and reviewing and making recommendations to the Board with respect to corporate governance practices. The N&G Committee held five meetings in 20172018.

The Financial Operating Committeewas formed in March 2018 and took one action by unanimous written consent.

Mr. Killalea was appointedis responsible for, among other things, reviewing and evaluating our operating margins and assisting and advising on a long-term margin improvement plan designed to the Audit Committeecreate durable, sustainable long-term stockholder value. The members of the BoardFinancial Operating Committee are Frederic Salerno (Chair), Pamela Craig, Tom Leighton, Jonathan Miller and William Wagner. It held six meetings 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 eight20 meetings during 20172018 and took two actions by unanimous written consent. Each incumbent director attended more than 75% of the total number of meetings of the Board and each committee on which he or she served during the fiscal year ended December 31, 2017.2018. All directors are expected to attend regular Board meetings, Board committee meetings for committees on which he or she serves and our annual meeting of stockholders. All of our then-incumbent directors, other than Messrs. Sagan and Verwaayen, attended the 20172018 Annual Meeting of Stockholders.

Determination of Independence

Under the Nasdaq 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 has determined that each of the following individuals is an “independent director” as defined under Nasdaq Rule 5605(a)(2):

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in 20172018 were less than 0.2%1% of LogMeIn, Inc.’s annual revenues and less than 0.1%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 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 and establish the strategic issues that the Board 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 believe management should focus.

Director Compensation

The Compensation Committee, with the help of an outside advisor, periodically reviews the compensation structure and levels paid tonon-employee directors and makes recommendations for adjustments, as appropriate, to the Board. Our objective is to paynon-employee directors over time at or near the median of our executive compensation benchmarking peer group, to award the majority of compensation in equity, and to make meaningful adjustments every few years. As a result, we typically make adjustments when we fall below the median, and after such adjustments to provide compensation that is in the range of the median levels for our executive compensation benchmarking peer group.

In early 2019, the Compensation Committee’s independent compensation consultant conducted a benchmarking review of our outside director compensation, covering both compensation levels and program design as compared to our peer group and shared its findings with committee members. The results of the review indicated that ournon-employee director program is aligned with our peers, both in terms of practices and structure as well as pay levels. After discussion, the Compensation Committee determined not to make any changes to outside director compensation for 2019.

The Board of Directors has approved an amendment to the Akamai Technologies, Inc. 2013 Stock Incentive Plan, as amended to date, which we refer to as the 2013 Stock Incentive Plan, to cap annual individual director compensation at $1 million (including both cash and the value of equity awards, as determined for financial reporting purposes) absent special circumstances. See “Part Three, Item Two “Approval of Amendments to 2013 Stock Incentive Plan” below for further discussion of this amendment.

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The following table sets forth compensation paid in 20172018 to our directors for their service as directors, other than Dr. Leighton, whose compensation is reflected in “Executive Compensation Matters” below:below.

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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 and Lead Director areis entitled to $40,000$80,000 of additional annual compensation, of which $20,000$25,000 is paid in cash and $20,000$55,000 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. 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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Two of this Proxy Statement for additional information regarding our executive officers’ 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. In executing its mission to solicit qualified candidates to become directors of Akamai, the N&G Committee seeks to attract intelligentqualified 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 in representing the interests of stockholders; and to promote good corporate governance and ethical behavior by the members of the Board 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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With respect to considering whether tore-nominate our incumbent directors, the N&G Committee and the full Board 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 director 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 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.”

Following the 2018 Annual Meeting, female and/or minority directors will make upone-third of the 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 conducts an annual self-evaluation and survey. The survey questions include an assessment of whether the composition of the Board is appropriately diverse and reflects the skills, experience and other characteristics consistent with achieving our corporate goals now and in the coming years.

/Female and/or minority directors currently make upone-third28/ of the total Board. With the planned departures from the Board of Mses. Craig and Seligman at the time of the Annual Meeting, we are actively engaged in a process to find additional women and other diverse candidates to join the Board.

appointed to the Board in 2016.2018. He was initially recommended by anon-managementnon-employee 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 todirector on 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 Messrs. 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, by following the procedures set forth in our bylaws and described under “Deadline for Submission of Stockholder Proposals for the 20192020 Annual Meeting” below.

The Board will give appropriate attention to written communications that are submitted by stockholders and will respond if and as appropriate. The 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 directors if they relate to important substantive matters and include suggestions or comments that the Lead DirectorChairman of the Board considers to be important for the Board to know.

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executive officer of that entity also served as a director or member of our Compensation Committee at any time during 2017.2018.

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:

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 Nasdaq Rules.

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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, 2017,2018, 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 AS 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.Board.

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 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, 20172018 as filed with the Commission.

We have also appointed PwC to act as Akamai’s independent auditors for 2018.2019.

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expected to give rise to a conflict of interest. Under the procedures reflected in our Code of Ethics and Audit Committee Charter, proposed related party transactions are subject to review to determine if they are in our best interests 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.Chairman of the Board. 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.Chairman of the Board.

No person who served as a director or executive officer of Akamai during the year ended December 31, 20172018 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 the Board 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 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 2017:2018:

We refer to these individuals as our Named Executive Officers or our NEOs. 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, how those principles have aligned with our executive pay outcomes and how we establish our compensation levels and performance targets. We also discuss key compensation policies and practices.

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Our Compensation Principles

We use the following guiding principles to design our compensation programs:

BASE SALARY ANNUAL BONUS EQUITY INCENTIVES Pay for Performance A substantial portion of compensation should be at risk and directly linked to individual and Akamai performance. Stockholder Alignment The financial interests of executives should be aligned with the long-term interests of our stockholders through stock-based compensation and performance metrics that correlate with long-term stockholder value long-Term Focus Long-term stock-based compensation opportunities should outweigh short-term cash-based opportunities. Annual objectives should complement sustainable long-term performance. Responsibility Compensation should take into account each executive's responsibility to act in accordance with our ethical objectives at all times. Financial and operating performance must not compromise these values. Competitiveness Total compensation should be sufficiently competitive to attract, retain and motivate a leadership team capable of maximizing Akamai's performance. Balance Annual and long-term incentive compensation opportunities should reward the appropriate balance of short- and long-term financial and strategic business results.

Aligning Executive Compensation with our Performance

Akamai seeks to align executive compensation with performance by:

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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 of “at risk” compensation for our CEO and other NEOs.NEOs at target. 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.

CEO Average for other neos

Overview of Compensation Components

We structure the compensation opportunities for our executive officers using three principal components: base salary, annual incentive bonuses and long-term equity-related incentives. Within our long-term equity incentive program, we grant three types of awards: 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 contribute 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 20172018 executive compensation program and describe how each component is tied to our compensation objectives.

COMPENSATION DASHBOARD PRSUs To directly t1e the Interests of executives to the interests of our stockholders Performance-based and not guaranteed TSR-Based RSUs Directly aligned with stock price Provides basis for compensation with peer companies Base Salary To attract and reta1n talent Motivate strong business performance without encouraging excessive risk taking annual bonus To drive the achievement of key business results on an annual basis Performance-based and not guaranteed Time-Vesting RSUs Align execut1ve and long-term stockholder Interests Attract and retain key talent

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 achieved, our NEOs may receive compensation that is above ourtheir respective target opportunity level. As an example, the chart below demonstrates how our annual bonus plan payouts have closely reflected our financial performance over the past three years:

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 directly linked to our annual operating plan and3-year strategic plan and are set early in the year. The performance targets for 2017 are2018 were also consistent with the financial guidance we gave to investors on our public earnings call in February 2017.2018. 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 solutions in prior quarters and reflect 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,

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plans for capital expenditures and hiring, expected growth in operating expenses as well as

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market competitive and consisting of equity-based components. The Compensation

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20172018 Executive Compensation Program and Results

In this section, we describe our 20172018 NEO compensation program including the impact of our 20172018 financial performance on 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 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 and the other components of his or her compensation to ensure that total compensation is in line with our overall compensation philosophy. Data from our benchmarking peer group indicated that the 20172018 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.

Annual Incentive Bonuses

Annual incentive 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 Compensation Committee sets a target annual incentive bonus award opportunity for each NEO, or Target Annual Bonus Opportunity, expressed as a percentage of base salary, based upon each executive’s role and responsibilities, internal equity considerations and peer group data. The Compensation Committee believes that the Target Annual Bonus Opportunity should make up a more significant portion of an NEO’s total target cash compensation as the executive’s level of responsibility increases.

Each NEO has the opportunity to earn between 0% and 200% of his or her Target Annual Bonus Opportunity based on performance against objective financial targets. The

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focus on revenue growth and profitability. Data from our benchmarking peer group indicated that, on average, our NEOs’ Target Annual Bonus Opportunity was slightly below market median.

The table below reflects the structure of the annual incentive program as well as 20172018 performance against target. The overall payout percentage against the Target Annual Bonus Opportunity was 101%.155.2% due to positive revenue growth and significant overachievement in profitability.

The table below shows each NEO’s payout against the Target Annual Bonus Opportunity for 2017:2018, with payout based on actual salary earnings during the year:

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The Compensation Committee and Dr. Leighton agreed that his earned 20172018 annual incentive bonus would be paid to him in shares of our common stock in lieu of cash.

Long-Term Equity Incentives

We believe that long-term equity-based compensation grants motivate and reward strong corporate performance, provide incentives for our NEOs tothat align with executive and stockholder interests and enhance stockholder value. In addition, these awards assist in attracting and retaining our NEOs. In 2017,2018, we issued three types of RSUs to our NEOs: PRSUs that vest based upon our performance against absolute financial metrics; Time-Vesting RSUs that vest based on continued employment with us; and relativeTSR-Based RSUs that vest based on how our stock performs relative to an established peer group over a three-year period. The chart below explains why we granted each award type to our NEOs in 2017.2018.

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The Compensation Committee sets each NEO’s target equity award value based on market data, future expected contributions and performance, job responsibilities and duties. Data from our benchmarking peer group indicated that, on average, our NEOs’ 20172018 target equity grant values were slightly above market median. The grant-date target 20172018 long-term equity incentive values for our NEOs were:

PRSUs. Each NEO has the opportunity to earn between 0% and 200% of his or her target PRSUs based on achievement against annual revenue andnon-GAAP earnings per share performance targets for each of 2017, 2018, 2019 and 2019.2020.One-third of an NEO’s 20172018 PRSUs may be earned over eachone-year period. At the beginning of each year, the Compensation Committee sets the performance targets for the year. After the conclusion of the year and the Compensation Committee’s certification of achieved performance, however, vesting of any earned PRSUs earned only occurs ondoes not occur until the date of the Compensation Committee’s certification of our financial results for 2019.2020.

In structuring our PRSUs, we sought to achieve a balance between the desire to incorporate specific performance-based components in the long-term incentive compensation for NEOs with an acknowledgment of the difficulties inherent in establishing long-term performance goals in our industry where traffic and other trends are outside of our control and consistently unpredictable. Although we carefully considered the implications of usingone-year performance periods as opposed to a single three-year period, we ultimately determined that any drawbacks were outweighed by the desire to avoid any unintended consequences of motivating the wrong behavior or limiting Akamai’s flexibility as a result of outdated or inapplicable long-term goals. The Committee also took into consideration that use ofone-year performance periods is a common practice within our benchmarking and design peer groups and industry.

We use revenue as a target metric for our PRSUs, as well as our annual bonus plan, because it is a fundamental metric used by investors to assess our performance. Revenue growth is also key to both our short- and long-term strategic plans.

Because the PRSUs are dependent upon annual financial goals, the values reported in the Summary Compensation Table below are different than the target values set forth in the tables above. Financial Accounting Standards Board ASC Topic 718 requires that the value of the PRSUs reported in the Summary Compensation Table include only that portion of the

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value of the PRSUs for which annual financial performance metrics were established during fiscal 20172018 based on probable achievement of such metrics. As a result, for the 20172018 PRSUs, the Summary Compensation Table does not include the value of the PRSUs based on the annual financial metrics for fiscal 20182019 or fiscal 2019.2020. Such amounts will be included as equity compensation in the Summary Compensation Table for fiscal 20182019 and fiscal 2019,2020, respectively, when the financial metrics are established.

The chart below shows the applicable 20172018 performance metrics and our achievement against them: