Sector: Information Technology
AKAMAI TECHNOLOGIES INC · Meeting: May 13, 2026
Directors FOR
9
Directors AGAINST
0
Say on Pay
FOR
Auditor
FOR
Election of Directors
Joined the board in 2025 and is exempt from the TSR trigger under the 24-month new-director rule; brings deep cloud, cybersecurity, and AI expertise relevant to Akamai's strategy, and no overboarding, attendance, or independence concerns are present.
Director since 2021; the 3-year TSR gap versus the company-disclosed peer group median is -18.8 percentage points, which does not breach the 65-percentage-point threshold required to trigger a negative vote for a company with strong positive TSR above 20%; no overboarding, attendance, or independence issues identified.
Director since 2020; the 3-year relative TSR underperformance of 18.8 percentage points versus the peer median is well below the 65-percentage-point trigger threshold applicable to a company with strong positive absolute 3-year TSR; holds three public board seats, which is within the four-seat overboarding limit, and no other policy flags apply.
Joined the board in July 2025 and is exempt from the TSR trigger under the 24-month new-director rule; the proxy discloses he missed one board meeting and one committee meeting due to a bereavement, which is a clear extenuating circumstance and not indicative of poor engagement; no independence or overboarding concerns are present.
Director since 2016 and independent Board Chair since 2021; the 3-year relative TSR underperformance of 18.8 percentage points versus the peer median is well below the 65-percentage-point trigger threshold for a company with strong positive absolute returns; holds one outside public board seat (PNC), within limits, and attended more than 75% of meetings.
Director since 2018; the peer-group TSR gap of -18.8 percentage points does not reach the 65-percentage-point threshold required for a vote against; holds three public board seats, within the overboarding limit, and attended more than 75% of meetings with no other policy flags.
CEO and director since 1998; as an executive director he is subject to the same TSR trigger as all other directors, but the 3-year relative underperformance of 18.8 percentage points versus the peer group median is well below the 65-percentage-point threshold applicable to a company with strong positive absolute 3-year TSR, so no TSR-based negative vote is warranted.
Director since 2015; the peer-group TSR underperformance of 18.8 percentage points does not trigger the 65-percentage-point threshold for a strong-positive-TSR company; no overboarding, attendance, or independence concerns are identified.
Director since 2019 and Audit Committee Chair; the TSR gap versus peers does not reach the trigger threshold; she qualifies as an audit committee financial expert, holds two additional public board seats within the overboarding limit, and the board has independently assessed that her prior employer relationship with Open Text does not impair her independence.
All nine director nominees receive a FOR vote. Akamai's 3-year absolute stock price return of approximately 50% is solidly in the strong-positive tier, which means the peer-group underperformance threshold is 65 percentage points; the actual gap versus the company-disclosed peer median is only 18.8 percentage points, far below that threshold. Two newly appointed directors (Akella and Burger) are exempt from the TSR trigger under the 24-month new-director rule. No overboarding, material attendance failures, independence violations, or qualification concerns were identified for any nominee.
CEO
Dr. Leighton
Total Comp
$15,954,172
Prior Support
87%%
The CEO's total compensation of approximately $15.95 million is within an acceptable range for a large-cap technology company CEO at a $16.6 billion market cap firm, and his pay structure is nearly 100% variable and at risk — his base salary is literally $1, with all other compensation in performance-linked equity — which is an exceptionally strong alignment with shareholders. The company's 2025 annual bonus paid out at 151.3% of target based on pre-established revenue and profitability metrics that were actually achieved, and the long-term equity program includes relative TSR-based awards tied to S&P 500 performance over a 3-year period plus performance stock awards with rigorous financial hurdles. Prior year Say on Pay support was 87%, above the 70% threshold, and the company maintains meaningful clawback policies covering both misconduct and financial restatements, so no policy triggers are met.
Auditor
PricewaterhouseCoopers LLP
Tenure
N/A
Audit Fees
$4,582,000
Non-Audit Fees
$1,415,000
Non-audit fees (audit-related fees of $432,000 plus tax fees of $981,000 plus other fees of $2,000, totaling $1,415,000) represent approximately 31% of core audit fees of $4,582,000, which is well below the 50% threshold that would trigger a negative vote. PwC is a Big 4 firm appropriate for a company of Akamai's size and complexity. The proxy states PwC has audited Akamai since incorporation but does not disclose a specific tenure year count; under the policy, the tenure trigger requires confirmed data to fire, so no negative vote is warranted on that basis. No material financial restatements were identified.
1 proposal submitted by shareholders
Proposal 5
John Chevedden is a well-known individual governance activist with a long track record of filing shareholder-value-focused proposals, and this type of filer receives serious consideration under our policy. The proposal asks only for a disclosure report — the lowest bar for support — and the company's own CPA-Zicklin score of 5 out of 100 demonstrates that existing political transparency is materially inadequate compared to peers. The company's opposition argument that it 'already discloses' its political activity is not persuasive given that score and the fact that trade association and 501(c)(4) spending — which can be used for electoral purposes — remains undisclosed; a report would give shareholders the information needed to assess whether company funds align with stated values.
The 2026 Akamai annual meeting ballot presents a clean director slate with no TSR-trigger concerns, a well-structured executive pay program with near-total performance linkage that warrants support, and a straightforward auditor ratification where non-audit fees are comfortably within acceptable bounds. The most notable items are a governance-improvement charter amendment granting shareholders a new special-meeting right (supported) and a political spending disclosure proposal from a credible activist filer where the company's existing disclosures fall materially short of peer standards (also supported).
13 companies disclosed in 2026 proxy filing
