AKAMAI TECHNOLOGIES, INC. (NASDAQ:AKAM) Files An 8-K Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

AKAMAI TECHNOLOGIES, INC. (NASDAQ:AKAM) Files An 8-K Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

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Item 5.02

Departure of Directors or Certain Officers; Election of
Directors; Appointment of Certain Officers; Compensatory
Arrangements of Certain Officers
1. On February 1, 2017, the Compensation Committee of the Board
of Directors of Akamai Technologies, Inc. (“Akamai” or the
“Company”) adopted cash and equity compensation programs for 2017
for the following individuals (our principal executive officer,
principal financial officer and other named executive officers):
F. Thomson Leighton, Chief Executive Officer; James Benson, Chief
Financial Officer; Robert Blumofe, Executive Vice President –
Platform and General Manager Enterprise Carrier; and Rick
McConnell, President – General Manager Web Division (each, an
Executive and collectively, the Executives).
The cash incentive components of the 2017 compensation program
provide for an annual base salary and a cash bonus, the amount of
such bonus to be determined based upon the achievement against
designated corporate performance objectives. Each Executives cash
bonus is weighted as follows: 50% based on Akamais achievement of
a specified revenue target for fiscal year 2017 and 50% based on
Akamais achievement of a specified adjusted operating income
target for fiscal year 2017. Calculation of performance against
the revenue and adjusted operating income targets will take into
account the impact of foreign currency fluctuations.
For Dr. Leighton, his base salary will be $1.00, with a target
cash bonus equal to $1 million and a maximum cash bonus equal to
$2 million. For Mr. Benson, his base salary will be $480,000,
with a target cash bonus equal to 85% of his 2017 salary and a
maximum cash bonus equal to 170% of his 2017 salary. For Mr.
Blumofe, his base salary will be $475,000, with a target cash
bonus equal to 80% of his 2017 salary and a maximum cash bonus
equal to 160% of his 2017 salary. For Mr. McConnell, his base
salary will be $550,000, with a target cash bonus equal to 50% of
his 2017 salary and a maximum cash bonus equal to 200% of his
2017 salary. New salaries become effective April 1, 2017.
As described in the table below, the Compensation Committee also
approved grants to each Executive of restricted stock units
(RSUs), consisting of annual vesting RSUs, corporate
performance-based vesting RSUs and stock performance-based
vesting RSUs, in each case issuable to the Akamai Technologies,
Inc. 2013 Stock Incentive Plan, as amended, as follows:
Name
Dollar Value of RSUs with Annual Vesting To Be Granted
Dollar Value of Corporate Performance-Based RSUs To Be
Granted
Dollar Value of Stock Performance-Based Vested RSUs to
Be Granted
(target deliverable)
(maximum deliverable)
(target deliverable)
(maximum deliverable)
Dr. Leighton
$3,400,000
$3,400,000
$6,800,000
$1,700,000
$3,400,000
Mr. Benson
$1,080,000
$1,080,000
$2,160,000
$540,000
$1,080,000
Mr. Blumofe
$1,080,000
$1,080,000
$2,160,000
$540,000
$1,080,000
Mr. McConnell
$1,500,000
$1,500,000
$3,000,000
$750,000
$1,500,000
> The RSUs will be granted on the second day following the
Companys release of financial results for fiscal year 2016; the
date of grant is expected to be February 9, 2017. The number of
RSUs to be issued will be calculated by dividing the dollar value
set forth above by the closing sale price of one share of the
Companys common stock on the grant date (in the case of
performance-based RSUs the number shall be based off of the
maximum deliverable). Each RSU represents the right to receive
one share of Akamai common stock upon vesting.
RSUs with annual vesting vest as follows: 1/3 on each of the
first, second and third anniversaries of the date of grant.
Vesting of corporate performance-based RSUs is subject to the
Companys performance against equally weighted revenue and
non-GAAP earnings per share targets over fiscal years 2017, 2018
and 2019, taking into
account the impact of foreign currency fluctuations. The
Compensation Committee will establish annual revenue and earnings
per share goals at the beginning of each of fiscal years 2017,
2018 and 2019; each years performance is equally weighted in
determining the aggregate number of RSUs earned. Performance at
50% of target earns the target number of RSUs. Eligible vesting
commences if the Company exceeds 90% of the target; 110%
performance against target merits earning the maximum number of
RSUs issuable. Performance between such levels will be
proportionately awarded on a straight-line interpolation. Earned
RSUs will vest on the date that the Companys fiscal 2019
financial results are certified.
Vesting of stock performance-based RSUs is based on the total
shareholder return (TSR) of the Companys common stock relative to
companies in the SP 500 Information Technology Index (the Index
Group) over calendar years 2017, 2018 and 2019. TSR will be
calculated as the average closing price of the Companys stock
over the last 90 trading days of 2019 plus the aggregate value of
dividends per share issued by the Company during the 2017-2019
period minus the average closing price of the Companys stock over
the 90 trading days prior to January 1, 2017 dividing by the
average closing price of the Companys stock over the 90 trading
days prior to January 1, 2017. If the Companys TSR over the
Performance Period is at the 50th>percentile when
ranked against the TSRs of companies in the Index Group, 50% of
the target number of RSUs will be eligible to vest. For every
percentile by which the Companys TSR ranking within the Index
Group exceeds the 50th>percentile, the number of
RSUs eligible to vest will increase by 3.33% of target, up to a
maximum of 200% of target if the Companys TSR ranking is at the
80th>percentile. For every percentile by which the
Companys TSR ranking within the Index Group is below the
50th>percentile, the number of RSUs eligible to
vest will decrease by 3%, with no payout if the Companys TSR
ranking is below the 25th>percentile. Earned RSUs
will vest on the date that the Companys fiscal 2019 financial
results are certified.
The form of time-based vesting RSU agreement was previously filed
with the Securities and Exchange Commission (the Commission) on
August 9, 2013, and the form of performance-based vesting RSU
Agreement was previously filed with the Commission on February 6,
2015.


About AKAMAI TECHNOLOGIES, INC. (NASDAQ:AKAM)

Akamai Technologies, Inc. is engaged in providing cloud services for delivering, optimizing and securing content and business applications over the Internet. The Company’s across the globe distributed platform comprises approximately 200,000 servers in over 1,400 networks in over 120 countries. It is involved in offering content delivery network (CDN) services. Its services include the delivery of content, applications and software over the Internet, as well as mobile and security solutions, and enterprise professional services. Its solutions include Performance and Security Solutions, Media Delivery Solutions, and Service and Support Solutions. Performance and Security Solutions are designed to help Websites and business applications operate while offering protection against security threats. Media Delivery Solutions are designed to enable enterprises to execute their digital media distribution strategies. Service and Support Solutions offer professional services and solutions.

AKAMAI TECHNOLOGIES, INC. (NASDAQ:AKAM) Recent Trading Information

AKAMAI TECHNOLOGIES, INC. (NASDAQ:AKAM) closed its last trading session up +0.15 at 69.55 with 1,333,635 shares trading hands.

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