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
Executive Compensation Program Design
Our Compensation Committee believes that executive compensation should be linked to our overall financial performance, strategic success, and stockholder returns. Our Compensation Committee evaluates our compensation philosophy and executive compensation program annually to ensure that our program remains competitive relative to our market for executive talent and aligned with our strategic objectives. By delivering compensation in a mix of fixed and variable pay, including long-term vesting equity awards, we seek to align the incentives of our Named Executive Officers with achievement of our long-term business objectives and financial performance that drives sustained stockholder value creation.
To support our long-term objectives and reinforce a strong pay-for-performance culture, a majority of the target total direct compensation for our Named Executive Officers is awarded in the form of equity. Our Named Executive Officers are eligible to receive RSUs and PSUs based on their individual contributions and performance during each fiscal year. Our Compensation Committee believes that this emphasis on equity rather than cash incentives tied to short-term objectives is an effective approach for reinforcing our objective of long-term stockholder value creation.
We also offer our Named Executive Officers standard health and welfare benefits and retirement plan benefits that are generally available to our other employees, including medical, dental, vision, life and disability insurance and, for United States salaried employees, participation in our 401(k) plan. Our Named Executive Officers may also participate in our 2019 Employee Stock Purchase Plan (“ESPP”) on the same basis as our other employees. Certain of our Named Executive Officers were also eligible to participate in our 2025 Bonus Program (the “2025 Bonus Program”) on the same basis as our other employees.
For 2025, the material recurring elements of our executive compensation program were:
| Compensation Element | Relationship to Business Objectives |
| Base Salary | Base salaries are set to be competitive within our industry and are important in attracting and retaining talented executives. Base salaries may be adjusted based on numerous factors, including a change in a Named Executive Officer’s responsibilities, demonstrated performance or relevant competitive market data. |
| Annual Incentive | In 2025, our Named Executive Officers, except for Mr. Lovett, were eligible for annual incentives tied to our level of achievement of annual revenue and profitability goals pursuant to our 2025 Bonus Program. Awards under the 2025 Bonus Program were paid as fully vested RSUs. Mr. Lovett was eligible to participate in our Commission Plan (as defined below), which tied his annual compensation directly to achievement of certain sales metrics. |
| Annual Long-Term Incentive Equity | In our annual LTI design, we primarily rely on a combination of PSUs and time-based RSUs. All our Named Executive Officers, except for Mr. Wong who was not employed by us when we granted our annual refresh equity in February and March 2025, received both PSUs and RSUs in 2025. PSUs represent 50% of the annual refresh LTI opportunity for our CEO, and RSUs represent the other 50% of the CEO’s annual refresh LTI opportunity. PSUs represent 40% of the annual refresh LTI opportunity for our other Named Executive Officers, and RSUs represent the other 60% of their annual refresh LTI opportunity. As further described in “Employment Arrangements–Artur Bergman” below, Mr. Bergman was eligible to make an election to receive equity in the form of (i) a stock option grant or (ii) restricted stock units (which may include RSUs and PSUs) on the same terms as generally applicable to other senior Company executives for such year. Mr. Bergman elected restricted stock units for 2025.The Company may grant equity awards, as needed, outside of our annual refresh long-term incentives in connection with promotions, hiring, and other purposes as the Compensation Committee may deem appropriate. These grants may be made in a combination of time-based RSUs and performance-based PSUs depending on the context of each grant (see “August 2025 CEO and President, Go to Market Promotional Equity Awards” and “Chief Financial Officer Equity Awards” below for details on equity awards tied to leadership transitions in 2025). |
| Benefits | We offer competitive health and welfare benefits, as well as participation in the ESPP, 401(k) plan for United States employees, and other employee benefit plans. |
Adjustments to a Named Executive Officer’s compensation made in connection with the Compensation Committee’s annual review generally occur in the first quarter of the fiscal year. Equity awards for our Named Executive Officers are typically granted during the first quarter of the fiscal year or in connection with their promotion or hiring.
The Compensation Committee views these changes as part of an ongoing evolution in our compensation programs that aligns with the growth and maturity of our business. The Compensation Committee will continue to monitor our programs in the context of evolving market practice and our compensation objectives to ensure that we continue to attract and motivate talented executives who can support our growth and long-term stockholder value creation.
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