Martin M. Coyne II

		Audit		Compensation		N&G
Pamela J. Craig		X*		X
Monte Ford				X		X
Jill A. Greenthal		X				X*
Jonathan Miller				X		X
Frederic V. Salerno						X
Steven Scopellite		X		X
Naomi Seligman		X				X
Bernardus Verwaayen				X*
Pamela J. Craig		X*		X
Monte Ford				X		X
Jill A. Greenthal		X		X
F. Thomson Leighton
Geoffrey A. Moore				X		X
Paul Sagan
Frederic V. Salerno		X				X**
Steven Scopellite †
Naomi Seligman		X				X
Bernardus Verwaayen †

The Audit Committee assists the Board of Directors in overseeing the financial and accounting reporting processes and audits of our financial statements, which includes reviewing the professional services provided by our independent auditors, the independence of such auditors from our management, our annual financial statements and our system of internal financial and IT controls. The Audit Committee also reviews such other matters with respect to our accounting, auditing and financial reporting practices and procedures as it may find appropriate or may be brought to its attention. The Board of Directors has determined that Ms. Craig is our designated “audit committee financial expert” within the meaning of Item 407(d)(5)(ii) under Regulation S-K promulgated by the Commission under the Exchange Act. The Audit Committee held 11 meetings in 2013 and took one action by unanimous written consent.

The Audit Committee assists the Board of Directors in overseeing the financial and accounting reporting processes and audits of our financial statements, which includes reviewing the professional services provided by our independent auditors, the independence of such auditors from our management, our annual financial statements and our system of internal financial and IT controls. The Audit Committee also reviews such other matters with respect to our accounting, auditing and financial reporting practices and procedures as it may find appropriate or may be brought to its attention. The Board of Directors has determined that Ms. Craig is our designated “audit committee financial expert” within the meaning of Item 407(d)(5)(ii) under Regulation S-K promulgated by the Commission under the Exchange Act. The Audit Committee held nine meetings in 2015.

The Compensation Committee assists the Board of Directors in discharging its responsibilities relating to the compensation of our executive officers, including determining the compensation of our Chief Executive Officer and other executive officers, administering our bonus, incentive compensation and stock plans, approving stock option and RSUequity grants and approving the salaries and other benefits of our executive officers. In addition, the Compensation Committee consults with our management regarding our benefit plans and compensation policies and practices. The Compensation Committee is directly responsible for the appointment and oversight of anyour independent compensation consultants and other advisors it retains. The Compensation Committee held 10eight meetings in 2013 and took one action by unanimous written consent.2015.

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The N&G Committee is responsible for, among other things, identifying individuals qualified to become members of our Board of Directors; recommending to the full Board of Directors the persons to be nominated for

election as directors and to each of its committees; overseeing self-evaluation of the Board of Directors, including the performance of individual directors; and reviewing and making recommendations to the Board of Directors with respect to corporate governance practices. The N&G Committee held threeseven meetings in 2013.2015.

Meeting Attendance

The Board of Directors held 10seven meetings during 2013.2015. Each incumbent director attended at least 75% of the total number of meetings of the Board of Directors and each committee on which he or she served during the fiscal year ended December 31, 2013.2015. All directors are expected to attend regular Board of Directors meetings, Board of Directors committee meetings for committees on which he or she serves and our annual meeting of stockholders. AllNine of our ten then-incumbent directors attended the 20132015 Annual Meeting of Stockholders.

Determination of Independence

Under the NASDAQ Rules, a director of Akamai will only qualify as an “independent director” if, in the opinion of the Board of Directors, that person does not have a relationship that would interfere with the exercise of independent judgment in carrying out the responsibilities of a director. The Board of Directors has determined that each of the following individuals is an “independent director” as defined under NASDAQ Rule 5605(a)(2):

The Board of Directors had previously made a similar determination of independence with respect to C. Kim Goodwin,Martin Coyne and Geoffrey Moore, who each served as a director until May 10, 2013.the 2015 Annual Meeting of Stockholders.

Our independent directors meet separately as part of each Board of Directors meeting and at other times as appropriate. In the independent director sessions, Mr. Salerno and the other independent directors review management performance, assess the focus and content of meetings of the Board of Directors and establish the strategic issues that the Board of Directors believes should be the focus of management’s attention to drive short-term and longer-term business success. Mr. Salerno then provides feedback to the Chief Executive Officer and other members of management on their performance and important issues on which the independent members of the Board of Directors believe management should focus.

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Director Compensation

The following table sets forth compensation paid in 20132015 to our directors for their service as directors, other than Dr. Leighton, whose compensation is reflected in “Executive Compensation Matters” below:

Name		Fees Earned or Paid in Cash ($)				Stock Awards ($) (1)				Total ($)
George H. Conrades (2)			95,000				245,030				340,030
Martin M. Coyne II (3)			80,000				—				80,000
Pamela L. Craig (4)			80,000				245,030				325,030
Monte Ford (5)			75,000				225,011				300,011
Jill A. Greenthal (6)			75,000				230,035				305,034
Jonathan Miller (7)			—				399,980				399,980
Geoffrey Moore (3)			75,000				—				75,000
Paul Sagan (8)			95,000				225,011				320,011
Frederic V. Salerno (9)			100,000				245,030				345,030
Steven Scopellite (10)			75,000				225,011				300,011
Naomi O. Seligman (11)			75,000				225,011				300,011
Bernardus Verwaayen (12)			—				245,030				245,030

In February 2014, the Compensation Committee of

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Under our Board of Directors approved a new non-employee director compensation plan. The plan, provides that our non-employee directors are entitled to receive annual compensation of $300,000, of which $75,000 is paid in cash and $225,000 is paid in DSUs representing the right to receive shares of Akamai common stock. This compensation is generally paid or, in the case of DSUs, issued,granted, on the date of our annual meeting of stockholders, and the number of DSUs issued is based on the fair market value of our common stock on that date. For so long as the person remains a director, DSUs will vest in full on the first anniversary of the grant date.date, but a director may defer distribution of his or her shares for up to ten years. If a director has completed one year of service on our Board, vesting of 100% of the DSUs held by such director will accelerate at the time of his or her departure from the Board.

In addition, our Chairman of the Board, Vice Chairman and Lead Director are entitled to $40,000 of additional annual compensation, of which $20,000 is paid in cash and $20,000 is paid in DSUs. Chairs of the Audit Committee and the Compensation Committee are entitled to $25,000 of additional compensation, of which $5,000 is paid in cash and $20,000 is paid in DSUs. The Chair of the N&G Committee is entitled to $10,000 of additional compensation, of which $5,000 is paid in cash and $5,000 is paid in DSUs. Each non-employee director is eligible to receive RSUs with a fair value at the time of grant of $400,000 when he or she joins the Board of Directors. Such stock optionsRSUs vest over a three-year period, with 1/3one-third vesting on each of the first, second and third anniversaries of the date of grant. We also reimburse directors for reasonable out-of-pocket expenses incurred in attending meetings of the Board of Directors.

N&G Committee’s Process for Reviewing and Considering Director Candidates

The N&G Committee assists the Board of Directors in identifying and attracting individuals qualified to become members of our Board of Directors. In executing its mission to solicit qualified candidates to become

directors of Akamai, the N&G Committee seeks to attract intelligent potential candidates from varied backgrounds who have a strong desire to understand and provide insight about Akamai’s business and corporate goals; to understand and contribute to the role of the Board of Directors in representing the interests of stockholders; and to promote good corporate governance and ethical behavior by the members of the Board of Directors and our employees.

Criteria Used to Consider Nominees to the Board of Directors

In assessing whether an individual has these characteristics and whether to recommend any particular candidate for inclusion in the Board of Directors’ slate of recommended director nominees, the N&G Committee will apply the criteria attached to its charter. These criteria include:

The Board of Directors particularly values demonstrated leadership experience and skills and reputation for the highesthigh standards of honesty, ethics and integrity. Although the N&G Committee does not assign specific weights to particular criteria, we believe that it is essential that all potential Board members have integrity and honesty, adhere to high ethical standards and possess a commitment to dedicate the necessary time and attention to Akamai and an ability to act in the interests of all stockholders without any potential personal conflict of interest. The N&G Committee and the Board of Directors believe that the backgrounds and qualifications of its directors, considered as a group, should provide a composite mix of experience, knowledge and abilities that will allow the Board of Directors to fulfill its responsibilities.

With respect to considering whether to re-nominate our incumbent directors, the N&G Committee and the full Board of Directors apply the criteria discussed above. The Board may also take into account information available to it about directors’ professional status and performance on other boards of directors. In addition, each of our directors annually undergoes an evaluation by the other directors, which measures, among other things, the director’s contributions to the Board including his or her knowledge, experience and judgment.

Importance of Diversity

Since adoption in 2003, the Criteria for Nomination as a Director appended to Akamai’s N&G Committee Chartercharter have always emphasized the importance of diversity in determining the appropriate composition of our Board of Directors. The Criteria specifically state, “The [N&G] Committee shall actively consider nominees who can contribute to the diversity of the Board of Directors in terms of gender, race, ethnicity, and professional background. Nominees shall not be discriminated against on the basis of race, religion, national origin, sex, sexual orientation, disability or any other basis proscribed by law.”

Over the years, we have strived to improve the diversity of our Board to achieve the aspirations articulated in our N&G Committee charter. We believe that we have assembled an outstanding set of directors with varied backgrounds, experiences and viewpoints that understand our markets, our customers and our employees. Each directorThe percentage of female and/or minority directors currently serving on our Board brings a unique perspective to our deliberations and discussions.comprise 36% of the total.

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To help us maintain the broad diversity we have already achieved and to continually assess the effectiveness of this diversity policy, the Board of Directors conducts an annual self-evaluation and survey. The survey questions include an assessment of whether the composition of the Board is appropriately diverse and possesses the skills, experience and other characteristics consistent with achieving our corporate goals now and in the coming years.

Process for Identifying Candidates to Serve as Directors

To identify and evaluate attractive candidates, the members of the N&G Committee actively solicit recommendations from other members of Akamai’s Board of Directors and other professional contacts. As potential candidates emerge, the N&G Committee meets from time to time to evaluate biographical information and background material relating to potential candidates; discusses those individuals with other members of the Board of Directors and Akamai’s senior management;Directors; and reviews the results of personal interviews and meetings conducted by members of the Board of Directors, senior management and our outside legal advisors. The Board of Directors encourages the participation of Akamai’s senior management in the candidate review process to provide insight, for example, on what additional perspectives and background could help the Board of Directors best provide appropriate guidance to management in dealing with the business risks and opportunities Akamai faces.

At the Annual Meeting, stockholders will be asked to consider the election of Messrs. Ford, Scopellite and Verwaayen,Mr. Miller, who havehas been nominated for election as directorsa director for the first time. Messrs. Ford and Verwaayen wereMr. Miller was appointed to the Board of Directors in 2013, and Mr. Scopellite was appointed to the Board effective January 1, 2014. Messrs. Ford and Scopellite were initially recommended by Ms. Seligman. Mr. Verwaayen2015. He was initially recommended by Mr. Ford.a non-management director. The Board determined to include each of Messrs. Ford, Scopellite and VerwaayenMr. Miller among its nominees.

Stockholders may recommend individuals to the N&G Committee for consideration as potential director candidates by submitting their names, together with appropriate biographical information and background materials and a statement as to whether the stockholder or group of stockholders making the recommendation has beneficially owned more than 5% of our common stock for at least a year as of the date such recommendation is made, to Nominating and Corporate Governance Committee, c/o Corporate Secretary, Akamai Technologies, Inc., 8 Cambridge Center,150 Broadway, Cambridge, Massachusetts 02142. Assuming that appropriate biographical and background material has been provided on a timely basis, the N&G Committee will evaluate stockholder-recommended candidates by following substantially the same process, and applying substantially the same criteria, as it follows for candidates submitted by others.

Stockholders also have the right under Akamai’s bylaws to directly nominate director candidates, without any action or recommendation on the part of the N&G Committee or the Board of Directors, by following the procedures set forth in our bylaws and described under “Deadline for Submission of Stockholder Proposals for the 20152017 Annual Meeting” below.

The Board of Directors will give appropriate attention to written communications that are submitted by stockholders and will respond if and as appropriate. The Lead Director, with the assistance of our General Counsel, is primarily responsible for monitoring communications from stockholders and for providing copies or summaries to the other directors as he or she considers appropriate. Communications are forwarded to all

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directors if they relate to important substantive matters and include suggestions or comments that the Lead Director considers to be important for the Board of Directors to know. In general, communications relating to corporate governance and corporate strategy are more likely to be forwarded than communications relating to ordinary business affairs, personal grievances and matters as to which Akamai tends to receive repetitive or duplicative communications.

Stockholders who wish to send communications on any topic to the Board of Directors should address such communications to Board of Directors, c/o Corporate Secretary, Akamai Technologies, Inc., 8 Cambridge Center,150 Broadway, Cambridge, Massachusetts 02142.

Compensation Committee Interlocks and Insider Participation

Ms. Craig and Messrs. Coyne, MooreFord, Scopellite and Ms. GreenthalVerwaayen were members of the Compensation Committee throughout 2013. C. Kim Goodwin and2015. Mr. Salerno were members of the Compensation Committee between January 2013 and May 2013. Ms. CraigMiller was a member from May 2013July 22, 2015 through December 2013,2015. Martin Coyne and Mr. Ford servedGeoffrey Moore, former members of our Board of Directors, were members from July 2013 through December 2013.January 1, 2015 until May 13, 2015. No member of the Compensation Committee was at any time during 2013,2015, or formerly, an officer or employee of Akamai or of any of our subsidiaries, and no member of the Compensation Committee had any relationship with us requiring disclosure under Item 404 of Regulation S-K under the Exchange Act. No member of the Compensation Committee receives compensation, directly or indirectly, from Akamai in any capacity other than as a director.

None of our executive officers served as a director or member of the compensation committee (or other committee serving an equivalent function) of any other entity, one of whose executive officers served as a director or member of the Compensation Committee at any time during 2013.2015.

Report of the Audit Committee

The Audit Committee of our Board of Directors has furnished the following report on the Audit Committee’s review of our audited financial statements:

The Audit Committee of Akamai’s Board of Directors is responsible for, among other things, monitoring the integrity of Akamai’s consolidated financial statements, Akamai’s compliance with legal and regulatory requirements, Akamai’s system of internal controls (including oversight of our internal audit function, which reports directly to the Audit Committee) and the qualifications, independence and performance of our internal and independent auditors. The Audit Committee has the authority and responsibility to select, evaluate and, when appropriate, replace Akamai’s independent auditors. things:

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The Audit Committee acts under a written charter that is available on our website at www.akamai.com/html/investor/corporate_governance.html. The members of the Audit Committee are independent directors as defined by the Audit Committee charter and the NASDAQ Rules.

Akamai’s management is responsible for the financial reporting process, including Akamai’s system of internal controls, and for the preparation of consolidated financial statements in accordance with generally accepted accounting principles, or GAAP. PricewaterhouseCoopers LLP, or PwC, Akamai’s independent auditors, is responsible for auditing those financial statements and expressing an opinion as to their conformity with GAAP. The Audit Committee’s responsibility is to oversee and review these processes. The members of the Audit Committee are not, however, professionally engaged in the practice of accounting or auditing and do not provide any expert or other special assurance as to the financial statements concerning compliance with laws, regulations or GAAP or as to auditor independence.

Our Director of Internal Audit reports directly to the Audit Committee. The Internal Audit function annually conducts a series of audits to test Akamai’s internal financial and IT controls. This annual internal audit plan is reviewed and approved by the Audit Committee. Individual audit reports are reviewed at each Audit Committee meeting and any deficiencies are reviewed with management.

We reviewed Akamai’s audited consolidated financial statements that were included in Akamai’s Annual Report on Form 10-K for the fiscal year ended December 31, 2013,2015, as filed with the Commission, which we refer to herein as the Financial Statements. We reviewed and discussed the Financial Statements with Akamai’s management and PwC. PwC has represented to the Audit Committee that, in its opinion, Akamai’s Financial Statements were prepared in accordance with GAAP. We discussed with PwC the matters required to be discussed by Statement on Auditing Standard No. 16, Communication with Audit Committees, as adopted by the Public Company Accounting Oversight Board.

We also discussed with PwC its independence from Akamai and considered whether PwC’s rendering of certain services to Akamai, other than services rendered in connection with the audit or review of the Financial

Statements, is compatible with maintaining PwC’s independence. See “Ratification of Selection of Independent Auditors” included elsewhere in this Proxy Statement. In connection with these matters, Akamai received the written disclosures and letter from PwC required by the applicable requirements of the Public Company Accounting Oversight Board regarding PwC’s communications with the Audit Committee concerning independence.

Based on our review of the Financial Statements and reports to us and our participation in the meetings and discussions described above, and subject to the limitations on our role

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and responsibilities referred to above and in the Audit Committee charter, we recommended to the Board of Directors that the Financial Statements be included in Akamai’s Annual Report on Form 10-K for the fiscal year ended December 31, 20132015 as filed with the Commission.

We have also appointed PwC to act as Akamai’s independent auditors for 2014.2016.

Pamela Craig—Chair

Martin M. Coyne II

Jill A. Greenthal

Frederic Salerno

Naomi Seligman

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Certain Relationships and Related Party Transactions; Code of Ethics; Interest in Annual Meeting Matters

Akamai did not enter into any transactions of the type required to be disclosed under Item 404 of Regulation S-K under the Exchange Act.

Under our written Code of Business Conduct and Ethics, our employees and members of our Board of Directors are prohibited from entering into any business, financial, or other relationship with our existing or potential customers, competitors, or suppliers that might impair, or appear to impair, the exercise of his or her judgment for Akamai. Our Code of Business Conduct and Ethics also prohibits situations involving Akamai entering into a business transaction with an executive officer or director, a family member of an executive officer or director, or a business in which such a person has any significant role or interest if such a transaction could give rise to a conflict of interest. Our executive officers and directors are obligated under the Code of Business Conduct and Ethics to disclose to our Legal Department any existing or proposed transaction or relationship that reasonably could be expected to give rise to a conflict of interest. The Legal Department then makes a determination, with such assistance as it deems appropriate, whetherUnder the transaction or relationship isprocedures reflected in Akamai’sour Code of Business Conduct and Ethics and Audit Committee Charter, proposed related party transactions are subject to review to determine if they are in the best interests of the company and, if such transaction or relationship is entered into, the conditions under which it may proceed. Proposed transactions involving executive officers, other than the General Counsel, are reviewed and subject to approval by the General Counsel after notifying the Audit Committee and the Lead Director. Proposed transactions involving the General Counsel or a director are reviewed and subject to approval by disinterested members of the Audit Committee after notifying the Lead Director.

No person who served as a director or executive officer of Akamai during the year ended December 31, 20132015 has a substantial interest, direct or indirect, in any matter to be acted upon at the Annual Meeting. Each executive officer serves at the discretion of our Board of Directors and holds office until his or her successor is elected and qualified or until his or her earlier resignation or removal. There are no family relationships among any of our directors or executive officers.

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Part Four

EXECUTIVE COMPENSATION MATTERS

Executive Compensation Matters – Compensation Discussion and Analysis (CD&A)

The following discussion and analysis of Akamai’s executive compensation objectives, policies and practices is designed to provide an overview of the material elements of our compensation structure. This discussion is focused on the following persons who served as Akamai executive officers in 2013:2015:

We refer to these individuals as our Named Executive Officers or our NEOs. Mr. Hughes resigned from his position as President, Worldwide Operations effective March 31, 2016. Please refer to the “Summary Compensation Table” and the additional tables that follow for detailed information on compensation paid to our NEOs.

Executive Summary

In this Executive Summary, we describe our guiding principles on executive compensation, philosophyprovide highlights of paying based onour recent performance and illustrate how we implement that philosophy, reviewthose principles have aligned with our executive pay outcomes. We also discuss our approach to our CEO’s compensation and highlight some of our key compensation policies and practices.

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Our Compensation PhilosophyPrinciples

Our compensation programs are designed to advance these guiding principles:

Aligning Executive Compensation with our Performance

Akamai seeks to align executive compensation philosophy is centered on developing programs designed to achieve these key objectives:with performance by:

These core objectives reflect the Compensation Committee’s belief that pay should be at risk. Specifically, the amount earned by the executive should primarily be tied to Akamai’sour financial performance and individual contributionsthe performance of our stock price. The charts below show the percentage that at risk 2015 compensation comprised of total compensation for our CEO and other NEOs. We consider compensation to that performance.

The Compensation Committee viewsbe “at risk” if vesting is subject to achievement of performance in three primary ways:targets and/or the value received is dependent on our stock price.

Our Recent Performance and the Linkage to Executive Compensation

In 2013, Akamai generated significant revenue growth and improved profitability, meeting or exceeding our executives’ short-term incentive plan targets. Our strong cash flow also enabled us to return capital to our shareholders through stock repurchases and has positioned us to pursue acquisitions that we view as important to our long-range plan. Financial and operational highlights for 2013 included:

Total shareholder return, or TSR, calculated as stock price appreciation over time, is a performance measureare key financial measures used by many investors, as well as our Board of Directors and management to evaluate company performance. With the majorityassess our performance and are components of our executives’ compensation consistingannual incentive plan. In 2015, we exceeded $2 billion in revenue for the first time, a 12% increase over 2014. We were also profitable, with $321 million of equity-based awards in order to align their interests withnet income on a GAAP basis. Below are charts that show our investors, we have includedrevenue and profitability results, measured as GAAP net income, over the TSR information below to reflect the returns experienced by shareholders.past three years:

The Compensation Committee established revenue and profitability as equally-weighted metrics for 80% of our executives’ cash bonus programs in 2011, 20122013, 2014 and 2013.2015. For 2011 and 2012,2013, profitability was measured as normalizednon-GAAP pre-tax net income per share;income; and for 2013,2014 and 2015, it was measured as non-GAAP pre-tax netoperating income. Revenue targets are adjusted to eliminate the effects of foreign exchange rate fluctuations. In 2014 and 2015, profitability targets were also adjusted to eliminate the effects of foreign exchange rate fluctuations.

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The following graph shows how we performed against thoserevenue and profit targets on a percentage basis and the resulting bonus payout as a percentage of the target bonus (aggregated for all Named Executive Officers).

As these tables show, our executives were rewarded for over-achievement in both Because revenue and profitability were at levels below our target goals, the 2015 incentive bonus payout was considerably lower than target payout, in 2012contrast to 2013 and 2013 but received bonuses that were well short of target when our financial2014 where above-target performance failedled to meet expectations for those metrics in 2011. larger cash bonuses.

Refer to “Financial Metrics Definitions” below for an explanation of the calculation of these measures.

Impact of Recurring Revenue Business Model on Incentives

We primarily derive income from sales of services to customers executing contracts with terms of one year or longer. In general and subject to fluctuations in customer usage of our media solutions, these recurring revenue contracts allow us to have a relatively consistent and predictable base level of revenue growth without dramatic swings from year to year. In setting annual performance targets and associated payout levels, the Compensation Committee takes this into account. A 5-10% or greater improvement over target revenue or net income per share targets represents excellent performance and is reflected in cash bonus payments; a 5-10% or greater shortfall against such targets leads to much lower payouts. We discuss our business model in greater detail in the Management’s Discussion & Analysis section of our Annual Report on Form 10-K mailed with this Proxy Statement.

Our New CEO’s Pay Package

Dr. Leighton became our CEO in January 2013, having previously served as our Chief Scientist since co-founding Akamai. He succeeded Mr. Sagan, who was asked by the Board to actively provide advice and counsel to Dr. Leighton to ensure a smooth transition. The Compensation Committee believes that this transition was successful and effective.

In his prior role, and since 2001, Dr. Leighton received an annual salary of $20,000. In establishing his initial salary as CEO, the Compensation Committee considered Dr. Leighton’s past compensation history, his significant equity holdings, peer group practices and the desire to include significant performance-based vehicles as the majority of his pay package. This approach conforms to our philosophy of aligning his compensation with the interests of our long-term investors. The Compensation Committee and Dr. Leighton agreed that he would move to an initial salary of $1 (with bonus potential of up to an additional 180%, consistent with our other NEOs’ bonus plans), with the remainder of his annual compensation to be market competitive and consisting of equity-based components. His 2013 compensation mix is reflected in the chart below:

Compensation Policies and Practices Highlights

Every year, the Compensation Committee assesses the effectiveness of the performance of our compensation plans and practices. We evaluate the financial metrics we use and how our programs compare with those used by our peer group companies. We also consider whether our goal of aligning awards with performance is being realized and if programs appear to have led to any unintended consequences. In recent years, we have continuously taken steps to strengthen and improve our executive compensation policies and practices. Highlights of our current policies and practices include:

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CEO Compensation

Dr. Leighton became our CEO in January 2013, having previously served as our Chief Scientist since co-founding Akamai. In his prior role, from 2001 through 2012, Dr. Leighton received an annual salary of $20,000. In establishing his salary as CEO, the Compensation Committee considered Dr. Leighton’s past compensation history, his significant equity holdings, peer group practices and the desire to include significant performance-based vehicles as the majority of his pay package. This approach conforms to our philosophy of aligning his compensation with the interests of our long-term investors. The Compensation Committee and Dr. Leighton agreed that in 2013 he would move to a salary of $1 (with bonus potential of up to an additional 180%, consistent with our other NEOs’ bonus plans), with the remainder of his annual compensation to be market competitive and consisting of equity-based components. Ultimately, nearly 100% of Dr. Leighton’s compensation is at risk and stock-based.

Compensation Elements and Alignment of Pay and Performance

We structure the annual compensation of our executive officers using three principal components: base salary, cash incentive bonuses and long-term equity-related incentives. While the pay mix may vary from year to year, the ultimate goal is to achieve our compensation objectives and adhere to the principles discussed above. In the chart below, we provide an overview of each material element of our 2015 executive compensation program and describe how each such element is tied to our compensation objectives. Further analysis and discussion of each element and its importance follows the chart.

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Our Executive Compensation Components and Results

Each year, we set the compensation levels for our executives – across all of the different compensation components – based on the scope of their responsibilities, taking into account the practices of companies in our compensation benchmarking peer group, the executives’ prior background, training and experience and the ability to replace the individual. We also review the skills and performance level of the individual executive relative to targeted performance criteria for the prior year and actual corporate performance in prior periods.

Base Salary

Base salaries represent a relatively small percentage of our overall compensation. The base salary of an executive officer is evaluated together with the other components of his or her compensation to ensure that the executive’s total compensation is in line with our overall compensation philosophy.

Base salary and overall compensation for Messrs. Benson and Blumofe increased in 2015 by a slightly higher amount in order to improve the market competitiveness of their compensation packages.

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Cash Incentive Bonuses

Under the cash incentive bonus program, the Compensation Committee determined each NEO’s target award opportunity, expressed as a percentage of base salary. The Compensation Committee made these determinations based on each individual’s role and responsibilities and market practice. Each NEO has the opportunity to earn between 0% and 180% of his or her target award opportunity based on performance against pre-determined financial performance goals and strategic objectives that are discussed in the table below. The table also reflects the average actual payout percentage against target for our NEOs; on average this was 77.6% of target bonus, reflecting achieved performance slightly below the established target financial performance goals.

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We primarily derive income from sales of services to customers executing contracts with terms of one year or longer. In general and subject to fluctuations in customer usage of our media solutions, these recurring revenue contracts allow us to have a relatively consistent and predictable base level of revenue growth without dramatic swings from year to year. In setting annual performance targets and associated payout levels, the Compensation Committee takes this into account. A 5%-10% or greater improvement over target revenue or operating income targets represents excellent performance and is reflected in cash bonus payments; a 5%-10% or greater shortfall against such targets leads to much lower payouts. We discuss our business model in greater detail in the Management’s Discussion and Analysis section of our Annual Report on Form 10-K mailed with this Proxy Statement.

2015 Individual Performance Goals and Results

Each of our NEOs has a series of annual individual performance goals, or MBOs, designed to create the foundation for future growth and shareholder value creation. The CEO determines the MBOs for each of his direct reports and evaluates that individual’s performance against those MBOs. He then reviews his evaluations with the Compensation Committee along with his payout determination, up to a maximum of 100% of target. Our CEO’s MBOs are established by the full Board of Directors. At the conclusion of the year, our Chairman of the Board and Lead Independent Director review the CEO’s performance against these MBOs and discuss their performance assessment with the Board of Directors, which ultimately determines the CEO’s achievement and payout amount, up to a maximum of 100% of target.

Below we provide a summary of the individual performance achievements of our Named Executive Officers against their key MBOs.

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Determination of 2015 Incentive Compensation Payout

The average 2015 cash incentive bonus payout for our NEOs, reflecting the weighting and percentage achievement against target for each component, is calculated as follows:

Applying that formula, each Named Executive Officer’s target bonus opportunity and the actual payout against such opportunity were:

See the chart titled “2015 Cash Incentive Bonus Plan Targets and Results” above for information on the weighting of the different components of the bonus plan.

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Long-Term Equity Incentives

We believe that long-term equity-based compensation grants provide excellent incentives for executives that align executive and stockholder interests and also assist in retaining those executives. In 2015, we issued time-vesting RSUs and performance-based RSUs to our NEOs, with PRSUs accounting for 60% of the targeted equity value and time-vesting RSUs accounting for the remaining 40%. The target long-term equity incentive values for our NEOs are set forth below:

2015 Long-Term Equity Incentive Plan Overview

Time-vesting RSUs represent a means of providing equity-related value with more compensation certainty, even if the stock price fluctuates, and we believe they improve executive retention. Performance-based RSUs vest only if certain performance goals are satisfied.

2014 Performance-Based RSU Metrics and Payouts for 2014-2015 Performance Cycle

In 2014, we granted to each of our NEOs performance-based RSUs that could be earned based on achieved performance against pre-determined performance metrics over a two-year performance period (in prior years, the performance period was a one-year period). To the extent earned, these performance-based RSUs would vest 50% in 2016 and 50% in 2017. The chart below shows actual performance against target and the percentage of target payout earned by each NEO.

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Based on such performance, the overall weighted average payout as against target was 111.0%.

2015 Performance-Based RSU Metrics for 2015-2016 Performance Cycle

In 2015, we granted to each of NEOs similar performance-based RSUs that could be earned based on achieved performance against pre-determined performance metrics over a two-year performance period (2015-2016). To the extent earned, these performance-based RSUs would vest 50% in 2017 and 50% in 2018. The chart below shows the applicable performance metrics:

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InThe Compensation Committee believes these targets represent challenging goals that will require significant growth in revenues and profitability to achieve. For a discussion of factors that may affect our ability to meet these goals, see “Risk Factors” set forth in Item 1A of our Annual Report on Form 10-K for the discussion that follows, we provide more detail about our compensation practices and policies and discuss:

Our 2013 compensation tables follow this CD&A. We also defineresponsibilities and discussmarket practice. Each NEO has the opportunity to earn between 0% and 180% of his or her target award opportunity based on performance against pre-determined financial metrics we use in our performance-based compensation programs including those not calculated in accordance with GAAPperformance goals and strategic objectives that are discussed in the “Financial Metrics Definitions” sectiontable below. The table also reflects the average actual payout percentage against target for our NEOs; on average this was 77.6% of target bonus, reflecting achieved performance slightly below the established target financial performance goals.

Our Compensation Objectives

Our executive compensation determinations are designed to meet key objectives, including:

How We Use Compensation Elements to Align Pay and Performance/41/

Overview

We structure the annual compensationprimarily derive income from sales of services to customers executing contracts with terms of one year or longer. In general and subject to fluctuations in customer usage of our executive officers using three principal components:media solutions, these recurring revenue contracts allow us to have a relatively consistent and predictable base salary, cash incentive bonuses and long-term equity-related incentives. While the pay mix may varylevel of revenue growth without dramatic swings from year to year. In setting annual performance targets and associated payout levels, the Compensation Committee takes this into account. A 5%-10% or greater improvement over target revenue or operating income targets represents excellent performance and is reflected in cash bonus payments; a 5%-10% or greater shortfall against such targets leads to much lower payouts. We discuss our business model in greater detail in the Management’s Discussion and Analysis section of our Annual Report on Form 10-K mailed with this Proxy Statement.

2015 Individual Performance Goals and Results

Each of our NEOs has a series of annual individual performance goals, or MBOs, designed to create the foundation for future growth and shareholder value creation. The CEO determines the MBOs for each of his direct reports and evaluates that individual’s performance against those MBOs. He then reviews his evaluations with the Compensation Committee along with his payout determination, up to a maximum of 100% of target. Our CEO’s MBOs are established by the full Board of Directors. At the conclusion of the year, our Chairman of the ultimate goal isBoard and Lead Independent Director review the CEO’s performance against these MBOs and discuss their performance assessment with the Board of Directors, which ultimately determines the CEO’s achievement and payout amount, up to achieve our objectives and adhere to the policies we discussed above. In the chart below,a maximum of 100% of target.

Below we provide an overviewa summary of each material elementthe individual performance achievements of our 2013 executive compensation program and describe how each such element is tied to our compensation objectives. Further analysis and discussion of each element and its importance follows the chart.Named Executive Officers against their key MBOs.

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Determination of 2015 Incentive Compensation Payout

The average 2015 cash incentive bonus payout for our NEOs, reflecting the weighting and percentage achievement against target for each component, is calculated as follows:

Applying that formula, each Named Executive Officer’s target bonus opportunity and the actual payout against such opportunity were: