The prior year say-on-pay vote received only 59.6% support, which is below the 70% threshold that ordinarily requires a no vote if no visible changes are made; however, Fastly demonstrated meaningful engagement — it contacted stockholders representing 51% of shares outstanding, met with holders representing 17%, and made concrete program changes including adding relative TSR performance awards measured over three years, increasing the performance-based share of equity for non-CEO executives to 40% (rising to 50% in 2026), and diversifying Financial PSU metrics for 2026. CEO Compton's reported total compensation of approximately $6.8 million reflects a mid-year promotion with a significant portion in equity tied to performance conditions, and the company achieved strong business results in 2025 (15% revenue growth, $94 million operating cash flow) supporting the above-target incentive payouts of 135.4% of target. The pay mix is appropriately variable-heavy (salary represents a small fraction of total compensation), a clawback policy is in place, and the company's responsiveness to shareholder feedback clears the bar for a FOR vote despite the sub-70% prior result.

KPMG is a newly appointed Big 4 auditor (replacing Deloitte effective March 2026) with zero tenure at Fastly, so there is no long-tenured auditor concern; non-audit fees paid to the outgoing auditor Deloitte total approximately $79,000 (tax fees of $72,000 plus other fees of $7,000) against audit fees of $3,519,000, a non-audit ratio of roughly 2.2%, well below the 50% threshold that would trigger a no vote.