Fastly, Inc.
For the period ended Jun 3, 2026. Filed Apr 22, 2026.
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What shareholders are asked to vote on at a company's meeting. It is where to find what directors and top executives are paid, and who owns the most shares.
Jun 3, 2026 · Filed Apr 22, 2026
Contents
Compensation Decision-Making Process
Determination of Compensation Awards
The Compensation Committee’s goal is generally to target elements of compensation within a competitive range, using a balanced approach that does not use rigid percentiles to determine target pay levels for each compensation element. For 2025, the Compensation Committee reviewed each element of compensation described below and set the target total direct compensation opportunities of our executive officers after taking into consideration the following factors:
| • | market data, including practices among companies in our compensation peer group; |
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| • | each executive officer’s scope of responsibilities; |
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| • | each executive officer’s tenure, skills, and experience; |
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| • | internal pay equity across the executive management team; |
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| • | our overall performance, taking into consideration performance versus internal plans and industry peers; |
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| • | the recommendations of our CEO; and |
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| • | general market conditions. |
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The Compensation Committee does not assign relative weights or rankings to any of these factors and does not rely solely on any quantitative formula, target percentile, or multiple for establishing compensation among the executive officers or in relation to the competitive market data.
Role of the Compensation Committee
The Compensation Committee is responsible for overseeing our executive compensation program and all related policies and practices. The Compensation
Committee operates pursuant to a formal written charter approved by our Board of Directors, which is available on our website at investors.fastly.com.
At least annually, the Compensation Committee reviews our executive compensation program and determines the various elements of our Named Executive Officers’ compensation, as well as any employment arrangements with our Named Executive Officers. The Compensation Committee is responsible
for taking action with respect to compensation that will attract and retain talented executives and support our long-term stockholder value creation with an effective pay-for-performance approach.
The Compensation Committee meets regularly during the fiscal year both with and without the presence of our CEO and other Named Executive Officers. The Compensation Committee also discusses compensation issues with our CEO (except with respect to his own compensation) and other members of the Board of Directors between its formal meetings.
Role of Management
Our senior human resources and legal executives support the Compensation Committee in designing our executive compensation program and analyzing competitive market practices. In addition, members of management, including our CEO, regularly participate in Compensation Committee meetings to provide input on our compensation philosophy and objectives.
Our CEO also evaluates the performance of our executive officers and provides recommendations to
our Compensation Committee regarding the compensation of our executive officers (other than with respect to his own compensation). The Compensation Committee reviews and discusses these recommendations and proposals with our CEO and uses them as one factor in determining and approving the compensation for our Named Executive Officers. None of our executive officers attends any portion of Compensation Committee meetings at which his or her compensation is discussed.
Role of the Consultant
The Compensation Committee may engage the services of outside advisors, experts and others to assist the Compensation Committee. During 2025, the Compensation Committee retained the services of Semler Brossy, a national executive compensation consultant, to advise the Compensation Committee on compensation matters related to our executive and director compensation programs. In 2025, Semler Brossy provided the following support:
| • | assisted in the review and updating of our compensation peer group; |
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| • | analyzed the executive compensation levels and practices of the companies in our compensation peer group; |
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| • | provided advice with respect to compensation best practices and market trends for executive officers and directors; |
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| • | reviewed and provided input on our Compensation Discussion and Analysis; |
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| • | assisted with the design of the short-term and long-term incentive compensation plans with appropriate performance goals and targets for our Named Executive Officers and other executive officers; |
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| • | assisted the Compensation Committee in reviewing our stockholder feedback in light of our 2025 “say-on-pay” vote and determining potential responses for 2026; and |
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| • | provided ad hoc advice and support throughout the year. |
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Semler Brossy reported to and worked for the Compensation Committee. Prior to engaging Semler Brossy, the Compensation Committee considered the specific independence factors adopted by the SEC and Nasdaq and determined that Semler Brossy is independent and that Semler Brossy’s work did not raise any conflicts of interest.
Role of Competitive Market Data
As part of its annual compensation review process, the Compensation Committee generally reviews competitive market data for positions comparable to those of our Named Executive Officers and other key executive officers. In August 2024, the Compensation Committee, with support from Semler Brossy, reviewed our executive compensation peer group. In selecting companies for inclusion in our peer group, the Compensation Committee generally seeks to include U.S. headquartered competitors, as well as cloud-based enterprise and security software companies between 33% to 300% of our market capitalization and with approximately 33% to 300% of our revenue. At the time of the analysis, the resulting compensation peer group had median trailing four-quarter revenues of approximately $594 million and a 90-day average market capitalization as of August 1, 2024 of approximately $2.76 billion compared to our trailing four-quarter revenues of $522 million (positioned slightly below the 40 th percentile) and a 90-day average market capitalization of $1.07 billion (positioned at the 15 th percentile). For making 2025 compensation decisions, the Compensation Committee reviewed market data from
36 | 2026 PROXY STATEMENT the following compensation peer group, which reflected the removal of two companies (Alteryx, Inc. and Everbridge, Inc.) from and the addition of two companies (PagerDuty, Inc. and Jamf Holding Corp.) to the peer group used for 2024 compensation decisions. Following their acquisitions, Alteryx, Inc. and Everbridge, Inc. were replaced with PagerDuty, Inc. and Jamf Holding Corp., both of which satisfied the Compensation Committee’s selection criteria and fell near the median revenue of our other peer companies.
| • | 8x8, Inc. (EGHT) | • | PagerDuty, Inc. (PD) |
| • | AppFolio, Inc. (APPF) | • | Rapid7, Inc. (RPD) |
| • | BigCommerce Holdings, Inc. (BIGC) | • | Semrush Holdings, Inc. (SEMR) |
| • | BlackLine, Inc. (BL) | • | Smartsheet, Inc. (SMAR) |
| • | DigitalOcean Holdings, Inc. (DOCN) | • | Tenable Holdings, Inc. (TENB) |
| • | Five9 Inc. (FIVN) | • | Varonis Systems, Inc. (VRNS) |
| • | Jamf Holding Corp. (JAMF) | • | Yext, Inc. (YEXT) |
| • | JFrog Ltd. (FROG) | • | Zuora, Inc. (ZUO) |
The Compensation Committee evaluates the compensation peer group annually and modifies the peer group as needed. Given that not all of the peer companies report data for a position comparable to each of our executive officers, the Compensation Committee also reviewed market data from the Radford McLagan Compensation Database.
Our Compensation Committee utilizes market data as one reference point along with various other factors, such as the individual’s performance, experience, and competitive market conditions in making compensation decisions. As such, the Compensation Committee does not commit to setting our executive pay levels at any particular percentile of the compensation peer group.
To assess the competitiveness of our total direct compensation, the Compensation Committee references the total direct compensation at companies in our compensation peer group.
However, the Compensation Committee does not specifically benchmark the compensation of any individual to a precise percentile within this general percentile range. In addition, the Compensation Committee does not have a set formula by which it determines how much of the Named Executive Officer’s compensation is fixed (i.e., base salary) rather than variable.
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.