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)

Payment of Filing Fee (Check the appropriate box):

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.2019 was another tremendous year for Akamai.

In 2017, weWe again achieved record financial results withand posted our 15th17th 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 $2.9 billion, up 7% over 2018, and GAAP net income of $218$478 million, or $1.26up 60% over 2018. GAAP earnings per share was $2.90 per diluted share and $801 million in cash2019, an increase of 65% over 2018. Cash from operations was $1.1 billion in 2019, up 5% over 2018, and equal to 32%37% of annual revenue. We exitedOn the balance sheet, we ended the year with a strong balance sheet, with more than $1.2$2.4 billion in cash, cash equivalents, and marketable securities. And our ongoing efficient management of expenses allowed us to expand our operating margin, putting us well on our way to achieving our target of anon-GAAP operating margin of 30% for 2020.

In recent years, we have made investments that have diversifiedaddition to these outstanding financial headlines, 2019 was a great year for Akamai in many other areas. We had significant growth in security. Our security solutions accounted for much of our business fromsuccess in 2019, with revenue of $849 million, or 29% of our total revenues in 2019, growing 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%remarkable 29% year over year, exiting 2017 atyear. Our technology and world-class team of security experts helped Akamai customers stop or manage more than 47 billion web attacks and malicious login attempts. We opened our sixth Security Operations Command Center (SOCC) with our new location in Costa Rica, and we added a half-billion-dollar annualized revenue run rate. new scrubbing center in Melbourne.

We also expandedfurthered our investment in innovation as we introduced and strengthened our product portfolio in 2017 through new offerings such as Enterprise Threat Protector, Digital Performance Management,developed multiple innovative products. Our progress has been driven by the ideas and Bot Manager Premier, and two significant acquisitions (Nominum and SOASTA).

As evidencehard work of our evolution, Akamai was recognizedemployees around the world, as a leading cyber security innovator last year when research firmwell as through our acquisition of inventive new companies and technology like Janrain, ChameleonX, and KryptCo. Our ongoing innovation has received recognition from outside experts, as IDC MarketScape named us the leader in its assessment of CDNs; Gartner named us as a visionary leader in its “Magic Quadrant” for web application firewalls. And,firewalls; and Forrester elevated Akamai to the leaders category in its Zero Trust eXtended Ecosystem Platform Providers Wave, praising us as a true leader in Zero Trust—and for leading the first time ever,way by our own example.

2019 was also a record year of delivering for our customers. Our teams successfully managed massive sporting events, large gaming releases, and major global commerce events like Singles’ Day in China, Black Friday, and Cyber Monday. Peak traffic on the Akamai served the majorityplatform continued to grow and reached a new record of companies in the Global 500. Akamai has received many recognitions for being a “Best Place to Work” and a highly innovative company. In121 Tbps on December after evaluating nearly 1,0003rd.

We’re proud of the largest publicly traded companies,Forbesresults we achieved in 2019 and JUST Capital ranked Akamai in the top 40—and second among Internet companies—for ethical leadership, product quality, and for treatingremain optimistic about our customers, communities, and employees well.

As a more diversified business with a broader set of customers, wefuture. We believe Akamai has tremendous potential and is poisedwell-positioned to capitalize on significant market opportunities from cyberin cloud 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 momentumstreaming, and strengthen our competitive advantage in regions like Asia Pacific and Latin America.

To support the marketplace by further diversifying our customer basehealth 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.

150145 BROADWAY

CAMBRIDGE, MASSACHUSETTS 02142

NOTICE OF 20182020 ANNUAL MEETING OF STOCKHOLDERS

TO BE HELD ON JUNE 1, 2018MAY 20, 2020

The 20182020 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 20, 2020, at 11:009:30 a.m., local time, exclusively via the Internet at a virtual web conference at www.meetingcenter.io/251997975. The password for the Company’s offices at 150 Broadway, Cambridge, Massachusetts, 02142.meeting will be AKAM2020.

In light of the outbreak of COVID-19, for the health and well-being of our stockholders, employees and directors, we have determined that the Annual Meeting will be held exclusively online in a virtual meeting format only, via the Internet, with no physical in-person meeting. At our virtual Annual Meeting, stockholders will be able to attend, vote and submit questions by visiting www.meetingcenter.io/251997975. The password for the meeting will be AKAM2020. Further information about how to attend the Annual Meeting online, vote your shares online during the meeting and submit questions during the meeting is included in the accompanying proxy statement.

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 23, 2020, 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.

A complete list of registered stockholders will be available at least 10 days prior to the meeting at our headquarters at 145 Broadway, Cambridge, Massachusetts 02142. This list will also be available to stockholders of record during the Annual Meeting for examination at www.meetingcenter.io/251997975.

All stockholders are cordially invited to attend the Annual Meeting.Meeting online.

Cambridge, Massachusetts

April 20, 20189, 2020

WHETHER OR NOT YOU PLAN TO ATTEND THE ANNUAL MEETING ONLINE, 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 ATONLINE DURING THE ANNUAL MEETING IF YOU DESIRE TO DO SO, AND YOUR PROXY IS REVOCABLE AT YOUR OPTION BEFORE IT IS EXERCISED.

FURTHER INFORMATION ABOUT HOW TO ATTEND THE ANNUAL MEETING ONLINE, VOTE YOUR SHARES ONLINE DURING THE MEETING AND SUBMIT QUESTIONS DURING THE MEETING IS INCLUDED IN THE ACCOMPANYING PROXY STATEMENT.

TABLE OF CONTENTS

AKAMAI TECHNOLOGIES, INC.

150145 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 20182020 ANNUAL MEETING OF STOCKHOLDERS (THE “ANNUAL MEETING”) TO BE HELD EXCLUSIVELY ONLINE VIA THE INTERNET AT THE OFFICES OF AKAMAI TECHNOLOGIES, INC., 150 BROADWAY, CAMBRIDGE, MASSACHUSETTS, 02142A VIRTUAL WEB CONFERENCE AT 11:00 AMHTTP://WWW.MEETINGCENTER.IO/251997975 AT 9:30 A.M., LOCAL TIME, ON JUNE 1, 2018,MAY 20, 2020, AND AT ANY ADJOURNMENT OR POSTPONEMENT OF THAT MEETING. THE PASSWORD FOR THE MEETING WILL BE AKAM2020. You may obtain directionsinstructions for how to the location ofaccess the Annual Meeting online by contacting Investor Relations, Akamai Technologies, Inc., 150145 Broadway, Cambridge, Massachusetts 02142; telephone:617-444-3000.

Our Annual Report to Stockholders for the year ended December 31, 20172019 is being mailed to our stockholders with the mailing of the Notice of 20182020 Annual Meeting of Stockholders and this Proxy Statement on or about April 20, 2018.9, 2020.

Important Notice Regarding the Availability of Proxy Materials for the 20182020 Annual

Meeting of Stockholders to be Held on June 1, 2018:May 20, 2020:

This Proxy Statement and the 20172019 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, 2017,2019, 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., 150145 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, 2017.2019, 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 agenciestechnology landscape is rapidly evolving, driving enterprises to enhance their digital capabilities to improve productivity, transform customer experiences, increase brand awareness and other enterprises conduct business and reach the public. Smart enterprises want to take advantage of these trends safely, profitably and intelligently.drive competitive advantage. 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 strategyWe believe that Akamai is uniquely positioned to bridgehelp our customers capitalize on today’s opportunities and mitigate the gap between our customers’ digital goals and the inherent challenges of the Internetrisks presented by this dynamic environment by providing technologysolutions that optimizessecure, deliver and secures the delivery of onlineoptimize content and applications.business applications over the Internet.

Akamai 20172019 Performance Highlights

In 2019, Akamai hasregistered achievements across our operations, including the following highlights.

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From a 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.

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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.

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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 1311 individuals with a range of backgrounds as reflected in the graphicsgraphic below. Collectively, they bring industry expertise, leadership skills and financial sophistication to our corporate governance.

Good Governance

Engaging with our Stockholders; Declassification of the Board

During 2019, we conducted outreach to all of our 25 largest stockholders and other investors, who collectively held approximately 53% 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

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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.

One result of our engagement with stockholders in recent years 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. Accordingly, at the 2020 Annual Meeting, seven of our eleven directors are standing for election to newone-year terms and, starting at the 2021 Annual Meeting of Stockholders, all directors will stand for annual election.

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. AtSince 2017, we have seen five incumbent directors transition off the same time, itBoard and have added four 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. We have historically alsoThe evaluation has taken a variety of forms including written surveys, interviews conducted individual peer evaluations.by an outside consultant and interviews conducted by our Chairman. 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 all of our directors, executive officers and other employees (including our principal executive officer and our principal financial and accounting officer). Our Code of Ethics is available on our website athttps://www.akamai.com/us/en/privacy-policies/code-of-ethics.jsp. We did not waive any provisions of the Code of Ethics for our directors or executive officers during the year ended December 31, 2019. 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.ir.akamai.com/corporate-governance/highlights.

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Human RightsCorporate Social Responsibility Initiatives

Akamai and our employees are dedicated to providing a great place to work and to contributing to the communities in which we operate. Some ongoing and recent Corporate Social Responsibility, or CSR, initiatives to promote this goal are highlighted below.

Community Involvement

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introduction of a company-wide program that is intended to enhance our corporate culture by promoting an inclusive approach to decision making and innovation.

Sustainability

Akamai is committed to mitigating the environmental impact of our operations. We have adopted a Sustainability Policy to reflect our belief that Akamai can and should operate with a limitedminimal 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 CDP, formerly the Carbon Disclosure Project, since 2010.

Akamai’s engineers work to develop software and hardware that is technologically advanced and energy efficient. In recent years, we have made strides toward efficiency by expanding the platform to support our customers’ needs while decreasing the overall energy intensity per bit served. Since 2015, we have grown our platform capacity by more than 182% while only increasing our net power usage by 9%. In addition to our platform growth, we have seen a 61% energy intensity reduction per gigabit of capacity when compared to 2015 levels. As we continue to expand the network, we believe it is important to remain conscious of our environmental impact by using our energy resources wisely and reducing waste in our operations whenever possible.

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Human Rights and Supplier Diversity

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.

CodeOur Supplier Diversity Program seeks to identify and engage suppliers for a wide range of Ethicsproducts and services compatible with Akamai’s current needs — from office supplies, to computer equipment and peripherals, to office equipment maintenance and repair, food service, and printing to name a few examples. We are committed to developing mutually beneficial and successful partnerships with small businesses including companies owned by women, minorities, veterans, people who are socially and economically disadvantaged, or have disabilities.

Recognition

We are proud to 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 Ethicsbeen recognized by numerous third parties for our directors or executive officers duringCSR efforts. For example, Just Capital ranked Akamai 33 out of 922 publicly traded companies for fair pay, work-life balance, equal opportunity, ethical leadership, customer treatment & privacy, community support, sustainability and delivering shareholder return. In 2019, we earned a perfect 100% score on 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.Human Rights Campaign’s corporate equality index. We have also adopted Corporate Governance Guidelines, a copybeen included in the Dow Jones Sustainability Index and the FTSE4Good index in Europe, the Middle East and Africa, both of which is also available on our website at www.akamai.com/html/investor/corporate_governance.html.track companies that demonstrate solid financial performance and corporate social responsibility.

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Our Board of Directors

Our Board of Directors currently consists of 1311 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), fourthree Class II directors (with terms expiring at the 20192020 Annual Meeting of Stockholders)Meeting) and four Class III directors (with terms expiring at the 2020 Annual Meeting of Stockholders). In accordance withBecause our amended and restated

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Class III: Nominees for Director for Terms That Will Expire in 2021

BiographyMonte Ford		Key Attributes
Paul Sagan Director Since 2005 Age 59		Managing Director, since 2018, at General Catalyst Partners, a venture capital firm; previously served as executive in residence (XIR) at the firm from 2014 until 2017. Former Chief Executive Officer, President and Chief Operating Officer(1/2005-12/2012) Previously served as a Senior Advisor to the World Economic Forum and in senior executive positions at Time Warner Cable, Time Inc. and CBS, Inc. Other Current Boards VMware, Inc., a provider of information infrastructure technology and solutions Prior Public Company Boards in Last 5 Years EMC iRobot		Having overseen every aspect of our operations for nearly fifteen years, has an unparalleled understanding of our business, personnel needs and customers and the markets in which we operate From his roles at General Catalyst, provides helpful insight into innovation developments among emerging companies Past and present service on boards of an array of other public companies allows him to bring valuable experience from those directorships High level of integrity and strong sense of corporate responsibility, valuable key attributes that contribute to the effective functioning of our Board

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Director With TermClass I: Directors with Terms That Will Expire in 2018 Not Standing forRe-Election2021

Marianne Brown		BiographyJill Greenthal		Dan Hesse		Bill Wagner

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Our Executive Officers

Our executive officers as of February 28, 2018March 1, 2020 were:

		F. ThomsonTom Leighton, age 61,63, 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 48,50, 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.Secretary and was promoted to Executive Vice President in May 2019.
		James Benson, age 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 Akamai, he had been Vice President, Finance/Operations & CFO – Americas Technology Solutions Group at Hewlett-Packard.
		Robert Blumofe, age 53,55, 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 2012,2013, having previously served in a variety of positions at Akamai since joining us in 1999.

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		Rick McConnell, age 52,54, 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 fromhaving previously holding other executive titles since joining us in November 2011 through December 2012.2011. 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,Edward McGowan, age 56,49, became Akamai’s Executive Vice President and Chief Financial Officer in March 2019. Mr. McGowan began his career at Akamai in 2000 and has served in numerous roles across the organization since that time, including as Senior Vice President, Finance, between September 2018 and February 2019; Senior Vice President, Global Sales Media & Carrier Division from January 2017 through August 2018; Vice President, Global Carrier Strategy & Sales from April 2013 through December 2016.
		Anthony Williams, age 46, became our Executive Vice President and Chief Human Resources Officer in January 2020. He joined Akamai in 2000April 2015 as a result of our acquisition of InterVu, Inc. Mr. WheatonVice President, Talent Acquisition and Diversity and served in a variety of roles before being promoted fromthat role until January 2018 when his title became Vice President, International HR, Talent Acquisition & Diversity. Prior 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.Akamai, Mr. Williams held a wide range of global human resource positions at First Data Corporation, Newell Rubbermaid and Time Warner – Turner Broadcasting System.

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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,March 1, 2020, by the following:

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Board Leadership and Role in Risk Oversight

Chairman of the Board

From 1999 untilIn March 2018, George ConradesFred 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 Finance Committee exercises risk oversight with respect to our liquidity management, corporate finance strategy and financial risk management (including interest rate and foreign exchange hedging). The Finance Committee also oversees our policies and practices for mergers, acquisitions, joint ventures and other strategic transactions.

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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Nasdaq Stock Market, Inc. MarketplaceListing Rules, or the Nasdaq 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, or the Exchange Act, and, in the case of all members of the Compensation Committee, the independence requirements underRule10C-1 under the Exchange Act. Membership on each standing committee as of February 28, 2018March 1, 2020 is reflected in the chart below. Ms. Brown was elected to the Board in March 2020 and is not currently assigned to any committees.

Committee Membership in Standing Committees as of December 31, 2017March 1, 2020

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. Craigeach of Fred Salerno and Madhu Ranganathan 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. The Audit Committee held nine meetings in 2017.2019.

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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 20172019 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 also reviews management’s initiatives with respect to environmental, social and governance matters (including charitable activities of the Akamai Foundation). The N&G Committee held fivesix meetings in 2017 and took one action by unanimous written consent.2019.

Mr. Killalea was appointedThe Finance Committeeis responsible for, among other things, reviewing matters pertaining to the Audit Committeecapital structure and corporate finance strategy, oversight of the BoardTreasury function, review of proposed acquisitions and similar strategic transactions, oversight of our defined contribution and other retirement plans, review of Akamai’s insurance program and assisting and advising management on its operating plans, including any specific plans in March 2018. Mr. Wagner was electedplace from time to the Boardtime related to margin improvement or other financial goals. The Finance Committee held eight meetings in April 2018 and has not yet been appointed to a standing committee.2019.

Meeting Attendance

The Board of Directors held eightsix meetings during 20172019 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, 2017.2019. 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 those who were not standing forre-election, attended the 20172019 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 member of the following individualsBoard of Directors, other than Dr. Leighton, is an “independent director” as defined under Nasdaq Rule 5605(a)(2):

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amount of purchases in 20172019 were less than 0.2%1% of LogMeIn, Inc.’sLogMeIn’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.

In making its independence determination with respect to Ms. Ranganathan, the Board considered that, in 2019, Akamai sold approximately $600,000 of products and services to, and purchased approximately $18,000 of products and services from, Open Text Corporation, where Ms. Ranganathan is an executive officer. The amount of sales and the amount of purchases in 2019 were less than 1% of Open Text’s annual revenues and less than 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 upward adjustments when we fall below the median.

In 2020, 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 generally aligned with our peers, both in terms of practices and structure as well as pay levels. We expect to make adjustments to the compensation for the Chairman of the Board (an increase of $20,000), Chair of the Audit Committee (an increase of $10,000) and Chair of Nominating & Corporate Governance Committee (an increase of $5,000) effective in May 2020.

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The following table sets forth compensation paid in 20172019 to individuals who served on our directorsBoard for any portion of that year for their service as directors, other than Dr. Leighton, whose compensation is reflected in “Executive Compensation Matters” below:below.

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 and the Finance 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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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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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 and 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 up 36% of the total Board. Mr. Ford identifies as Black, and Mses. Brown, Greenthal and Ranganathan identify as women.

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Akamai Technologies, Inc., 150145 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.

At the Annual Meeting, stockholders will be asked to consider the election of Ms. Ranganathan, who has been nominated for election as a director for the first time. Ms. Ranganathan was appointed to the Board in 2019. She was initially recommended by an external search firm. The Board determined to include Ms. Ranganathan among its nominees.

On March 13, 2020, the Board appointed Marianne Brown to fill a vacancy on the Board to serve until our annual meeting stockholders in 2021. Ms. Brown was also initially recommended by an external search firm.

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 20192021 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 2017.2019.

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.www.ir.akamai.com/corporate-governance/highlights. 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, 2017,2019, 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 bythe applicable requirements of the Public Company Accounting Oversight Board.Board and the Commission.

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, 20172019 as filed with the Commission.

We have also appointed PwC to act as Akamai’s independent auditors for 2018.2020.

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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, 20172019 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 2017:2019:

We refer to these individuals, along with James Benson, our former Chief Financial Officer, as our Named Executive Officers or our NEOs. Please referOn February 7, 2019, Mr. Benson notified us of his retirement as Executive Vice President and Chief Financial Officer, effective as of March 1, 2019. In February 2019, we entered into a Transition Agreement with Mr. Benson setting forth terms of his transition from Chief Financial Officer to Senior Advisor to the “SummaryChief Executive Officer. Therefore, Mr. Benson, is generally excluded from the discussion of NEO compensation below in this CD&A. The terms of Mr. Benson’s transition from his role as our Chief Financial Officer are summarized in the “Post-Employment Compensation Table” and the additional tables that follow for detailed information on compensation paid to our NEOs.Other Employment Agreements—Mr. Benson’s Transition Agreement” discussion below.

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:

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 thean executive officer 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.currently-serving 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.

Overview of Compensation Components

We structure the compensation opportunities for our executive officersNEOs using three principal components: base salary, annual incentive bonuses and long-term equity-relatedequity incentives. Within our long-term equity incentive program, we grant three types of awards: PRSUs, time-vesting RSUs, PRSUs 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. In addition, we consider the practices of our peer group, our over-arching business model, and individual factors, such as internal pay equity and the ability of a given executive to contribute to our results.

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In the graphic below, we provide an overview of each material component of our 20172019 executive compensation program and describe how each component is tied to our compensation objectives.

Setting Compensation Levels for our ExecutivesNEOs

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

We also considerOur philosophy is generally to target each NEO’s total direct compensation (i.e., the effectsum of market or competitive forces, changes in strategy or priorities that may bear upon an individual’s performance,base salary, target annual incentive bonus and any other specific challenges faced or overcome by each person ortarget value of long-term incentives) at the function or unit that they led during50th percentile of our benchmarking peer group; however, the prior fiscal year.Compensation

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Committee may ultimately set an NEO’s total direct compensation at a level above or below the 50^th percentile based onnon-market data factors such as those described above.

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 set early in the year and are directly linked to our annual operating plan and3-year multi-year strategic plan and are set early in the year.plan. The performance targets for 2017 are2019 were also consistent with the financial guidance we gave to investors on our public earnings call in February 2017.2019. 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.

RevenueKey factors underlying 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. include:

Profitability goals are set based on our revenue expectations, plans for capital expenditures and hiring, expected growth in operating expenses as well asprimarily on:

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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. InThe Compensation Committee takes this into account in setting annual performance targets and associated payout levels, the Compensation Committee takes this into account.levels. 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 ourrisk-taking. For example, we have continued to focus on revenue growth and strong GAAP gross margins and operatingwithout sacrificing profit 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,annual bonus, PRSUs orandTSR-Based RSUs, as applicable, will be earned and a maximum level where achievement at or above that level would lead to aRSU awards, the payout of 200% of target.ranges from0%-200% based on performance against targets.

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 2017,2018, 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 Committee increased his target bonus in 2019 to $1.25 million based on his job performance and the company’s performance and to better align Dr. Leighton’s compensation mix to be more consistent with market practices. The Compensation

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Committee and Dr. Leighton agreed that his earned 20172019 annual incentive bonus would be paid to him in shares of our common stock in lieu of cash to reinforce and further the alignment of his compensation with stockholder interests. Ultimately, nearly 100% of Dr. Leighton’s compensation is at risk.

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 considerevaluate whether our goal of aligning awardscompensation continues to align with performance is being realized and if our 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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20172019 Executive Compensation Program and Results

In this section, we describe our 20172019 NEO compensation program including the impact of our 20172019 financial performance on overall achievement. The Compensation Committee set 2019 total direct compensation for Messrs. Leighton, Blumofe, Karon, McConnell and McGowan at approximately the 50th percentile of the benchmarking peer group (as described more fully below).

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 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.

As noted above, in 2019, we increased Dr. Leighton’s target bonus amount from our benchmarking peer group indicated that, on average, our NEOs’ Target Annual Bonus Opportunity was slightly below$1.0 million to $1.25 million after taking into account his job performance, the company’s performance and market median.compensation trends.

The table below reflects the structure of the annual incentive program as well as 20172019 performance against target. The overall payout percentage against the Target Annual Bonus Opportunity was 101%.150.4% due to positive revenue growth and significant overachievement in profitability.