UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

SCHEDULE 14A

(Rule 14a-101)

INFORMATION REQUIRED IN PROXY STATEMENT

SCHEDULE 14A INFORMATION

Proxy Statement Pursuant to Section 14(a) of the

Securities Exchange Act of 1934

Filed by the Registrant  ☒                         Filed by a Party other than the Registrant  ☐

Check the appropriate box:

AKAMAI TECHNOLOGIES, INC.

(Name of Registrant as Specified In Its Charter)

Payment of Filing Fee (Check the appropriate box):

Dear Fellow Stockholders:

Since2020 was a year unlike any other. As the world dealt with the COVID-19 pandemic, the internet became even more critical to everyday life—and needed on a scale the world has never experienced. As we have for the last 20-plus years, Akamai rose to the challenge to help ensure our foundingcustomers’ online experiences were fast, intelligent, and secure.

Our largest Media and Carrier customers saw demand surge following stay-at-home orders, and our platform provided them with great performance at global scale, delivering a year’s worth of increased traffic in 1998, Akamai has developed unique technologyjust a few weeks. Our network team raced to nearly double our capacity this year, overcoming lockdowns in the field, shuttered data centers, and an unmatchedsupply chain disruptions.

Our IT team enabled our global infrastructure—the Akamai Intelligent Platform. Today, Akamai’s cloud delivery platform is utilized byorganization to transition to remote work in just 10 days. Marketing shifted quickly to virtual events, driving a significant increase in both digital event attendance and social engagement. And our Services and Support teams transitioned to 100% remote customer support instantly while maintaining excellent customer satisfaction ratings.

As more retailing went online, we supported many of the world’s majorlargest commerce companies, financial institutions, airlines,enabling our customers to surpass e-commerce records on Singles Day in Asia and auto manufacturers. Withon Black Friday and Cyber Monday in the United States. We also offered flexible contract terms to help customers in the Travel and Hospitality industries weather the COVID-19 storm, focusing on winning these customers for the long term.

Cyberattackers were busier than ever this year, taking advantage of the distraction and increased vulnerability associated with the pandemic. Akamai responded by helping to keep our highly differentiated solutions supported by a talented employee base, we believe that Akamai has a unique opportunity to be the fabric that connects billions of peoplecustomers safe when they needed us most. Our security business grew 25% in 2020 and devices to businesses and organizations around the world—with uncompromising security, unparalleled performance, and unrivaled quality.

In 2017, we achieved record results, with our 15th consecutive year of annual revenue growth. We have nearly doubled our revenue over the past five years—growing from less than $1.4surpassed $1 billion in 2012 to $2.5 billion in 2017. For the year, we generated solid net income of $218 million, or $1.26 per diluted share, and $801revenue, increasing from just $25 million in cash from operations, equal to 32% of revenue. We exited the year with a strong balance sheet, with more than $1.2 billion in cash, cash equivalents, and marketable securities.

In recent years, we have made investments that have diversified our business from a media-dominated content delivery network2012. It developed into a leading supplier of web and security services for a broad range of customers. In 2017, for the first time, revenue from our Web Division was greater than from our Media Division, and Security was our fastest-growing solution, growing 32% year over year, exiting 2017 at a half-billion-dollar annualized revenue run rate. We also expanded and strengthened our product portfolio in 2017 through new offerings such as Enterprise Threat Protector, Digital Performance Management, and Bot Manager Premier, and two significant acquisitions (Nominum and SOASTA).

As evidence of our evolution, Akamai was recognized as a leading cyber security innovator last year when research firm Gartner named us as a visionary leader in its “Magic Quadrant” for web application firewalls. And, for the first time ever, Akamai served the majority of companies in the Global 500. Akamai has received many recognitions for being a “Best Place to Work” and a highly innovative company. In December, after evaluating nearly 1,000 of the largest publicly traded companies,Forbes and JUST Capital ranked Akamai in the top 40—and second among Internet companies—for ethical leadership, product quality, and for treating our customers, communities, and employees well.

As a more diversified business with a broader set of customers, we believe Akamai has tremendous potential and is poised to capitalize on significant market opportunities, from cyber security to mobile and web performance management to online video streaming. We are taking a disciplined operational approach that is focused on expanding our operating margins to drive greater profitability. And we plan to continue to drive our momentum and strengthen our competitive advantage in the marketplace by further diversifying our customer base and product set. We believe that our unique technology and IP portfolio, our ability to efficiently manage a platform with millions of components, our strong relationships with leading telecommunications carriers and major brands on the Internet, and our relentless and personalized attention to customers and partners all provide Akamai with the foundation for a bright future that creates value for our shareholders, customers, and employees.

AKAMAI TECHNOLOGIES, INC.

150145 BROADWAY

CAMBRIDGE, MASSACHUSETTS 02142

NOTICE OF 20182021 ANNUAL MEETING OF STOCKHOLDERS

TO BE HELD ON JUNE 1, 20183, 2021

The 20182021 Annual Meeting of Stockholders (the “Annual Meeting”) of Akamai Technologies, Inc. (“Akamai” or the “Company”) will be held on Friday,Thursday, June 1, 2018,3, 2021, at 11:009:30 a.m., localEastern time, exclusively via the internet at a virtual web conference at www.meetingcenter.io/290664094. The password for the Company’s offices at 150 Broadway, Cambridge, Massachusetts, 02142.meeting will be AKAM2021.

In light of the ongoing COVID-19 pandemic, for the health and well-being of our stockholders, employees and directors, we have determined that the Annual Meeting will be held exclusively online in a virtual meeting format, via the internet, with no physical in-person meeting. Stockholders attending our virtual Annual Meeting will be able to attend, vote and submit questions. Further information about how to attend the Annual Meeting online, vote your shares online during the meeting and submit questions during the meeting is included in the accompanying proxy statement.

At the Annual Meeting, we expect stockholders will consider and vote upon the following matters:

Stockholders of record at the close of business on April 16, 2018,9, 2021, are entitled to notice of, and to vote at, the Annual Meeting and any adjournment or postponement thereof. The stock transfer books of Akamai will remain open for the purchase and sale of Akamai’s common stock.

A complete list of stockholders of record will be available at least 10 days prior to the meeting at 145 Broadway, Cambridge, Massachusetts 02142. This list will also be available to stockholders of record during the Annual Meeting for examination at www.meetingcenter.io/290664094.

All stockholders are cordially invited to attend the Annual Meeting.Meeting online.

Cambridge, Massachusetts

April 20, 201823, 2021

WHETHER OR NOT YOU PLAN TO ATTEND THE ANNUAL MEETING ONLINE, PLEASE SUBMIT YOUR PROXY OR VOTING INSTRUCTIONS AT YOUR EARLIEST CONVENIENCE. MOST STOCKHOLDERS HAVE A CHOICE OF VOTING OVER THE INTERNET, BY TELEPHONE OR BY USING A TRADITIONAL PROXY CARD.MAIL. SENDING IN YOUR PROXY WILL NOT PREVENT YOU FROM VOTING YOUR SHARES IN PERSON ATONLINE DURING THE ANNUAL MEETING IF YOU DESIRE TO DO SO, AND YOUR PROXY IS REVOCABLE AT YOUR OPTION BEFORE IT IS EXERCISED.

FURTHER INFORMATION ABOUT HOW TO ATTEND THE ANNUAL MEETING ONLINE, VOTE YOUR SHARES ONLINE DURING THE MEETING AND SUBMIT QUESTIONS DURING THE MEETING IS INCLUDED IN THE ACCOMPANYING PROXY STATEMENT.

TABLE OF CONTENTS

AKAMAI TECHNOLOGIES, INC.

150145 BROADWAY

CAMBRIDGE, MASSACHUSETTS 02142

PROXY STATEMENT

THIS PROXY STATEMENT IS FURNISHED IN CONNECTION WITH THE SOLICITATION OF PROXIES BY THE BOARD OF DIRECTORS OF AKAMAI TECHNOLOGIES, INC. (“AKAMAI”, OR AKAMAI OR THE “COMPANY”)COMPANY, FOR USE AT THE 20182021 ANNUAL MEETING OF STOCKHOLDERS, (THE “ANNUAL MEETING”)WHICH WE REFER TO IN THIS DOCUMENT AS THE ANNUAL MEETING, TO BE HELD EXCLUSIVELY ONLINE VIA THE INTERNET AT THE OFFICES OF AKAMAI TECHNOLOGIES, INC.A VIRTUAL WEB CONFERENCE AT HTTP://WWW.MEETINGCENTER.IO/290664094 AT 9:30 A.M., 150 BROADWAY, CAMBRIDGE, MASSACHUSETTS, 02142 AT 11:00 AM LOCALEASTERN TIME, ON JUNE 1, 2018,3, 2021, AND AT ANY ADJOURNMENT OR POSTPONEMENT OF THAT MEETING. THE PASSWORD FOR THE MEETING WILL BE AKAM2021. You may obtain directionsinstructions for how to the location ofaccess the Annual Meeting online by contacting Investor Relations, Akamai Technologies, Inc., 150145 Broadway, Cambridge, Massachusetts 02142; telephone:617-444-3000.

Our Annual Report to Stockholders for the year ended December 31, 20172020 is being mailed to our stockholders with the mailing of the Notice of 20182021 Annual Meeting of Stockholders and this Proxy Statement on or about April 20, 2018.23, 2021.

Important Notice Regarding the Availability of Proxy Materials for the 20182021 Annual

Meeting of Stockholders to be Held on June 1, 2018:3, 2021:

This Proxy Statement and the 20172020 Annual Report to Stockholders are available for viewing, printing and downloading at www.akamai.com/html/investor/financial_reports.html.

You may obtain a copy of our Annual Report on Form10-K for the year ended December 31, 2017,2020, as filed with the Securities and Exchange Commission, which we sometimes refer to herein as the Commission, except for exhibits thereto, without charge upon written request to Akamai Technologies, Inc., 150145 Broadway, Cambridge, Massachusetts 02142, Attn: Investor Relations. Exhibits will be provided upon written request and payment of an appropriate processing fee.

Certain documents referenced in this Proxy Statement are available on our website at www.akamai.com. We are not including the information contained on our website, or any information that may be accessed by links on our website, as part of, or incorporating it by reference into, this Proxy Statement.

This Proxy Statement contains “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. These forward-looking statements are subject to risks and uncertainties and are based on the beliefs and assumptions of our management based on information currently available to them. Use of words such as “believes,” “expects,” “anticipates,” “intends,” “plans,” “should,” “may,” “could,” or similar expressions indicates a forward-looking statement. Forward-looking statements are not guarantees of future performance and involve risks, uncertainties and assumptions. Important factors that could cause actual results to differ materially from the forward-looking statements include, but are not limited to, inability to grow revenue, particularly from increased sales of security solutions, or inability to increase profitability as projected,projected; lack of market acceptance of new solutionssolutions; cyberattacks that we are not able to successfully defend against, and other factors set forth under the heading “Risk Factors” in our Annual Report on Form10-K for the year ended December 31, 2017.2020, which accompanies this Proxy Statement. We disclaim any obligation to update any forward-looking statements as a result of new information, future events or otherwise.

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EXECUTIVE SUMMARY

Below are highlights of important information you will find in this Proxy Statement. As it is only a summary, please review the complete Proxy Statement before you vote.

Our Mission and Purpose

Akamai’s mission is to deliver value to our customers; empowering them to manage successful online businesses by protecting their digital assets and enabling superior individual experiences. Our purpose in pursuing this mission is to help bring the world closer together by making the internet safe, fast and reliable for people around the globe.

Our Strategy

The Internet playsWe operate in a crucial role in the way companies, government agenciestechnology landscape that is rapidly evolving, driving enterprises to enhance their digital capabilities to improve productivity, transform customer experiences, increase brand awareness, and other enterprises conduct business and reach the public. Smart enterprises want to take advantage of these trends safely, profitably and intelligently.drive competitive advantage. At the same time, security threats are growing more prevalent and advanced. Enterprise applications are moving from behind the firewall to the cloud - making cybersecurity more complex to achieve than yesterday’s strategy of a perimeter defense. More consumers are “cutting the cord” and consuming entertainment over the Internetinternet rather than through traditional cable, and they are increasingly using mobile devices to consume content and shop. Web pages are becoming vastlyWith the COVID-19 pandemic and related shutdowns, we saw dramatic growth in the movement of activities to the internet - accelerating the trends discussed above. As more complex with advertisements, videos, graphicspeople watched entertainment, played games, shopped and socialized online and entire corporate workforces moved to a remote posture, we saw an acceleration in attack traffic and other third-party content that impair speed and reliability. security threats.

Our strategy is to bridge the gap betweenleverage our customers’ digital goalsunique Intelligent Edge Platform and the inherentcreative employees to provide our customers with innovative, market-leading products that enable opportunities and address challenges of the Internet by providing technology that optimizes and secures the delivery of online content and applications.in this evolving landscape.

In addition to delivering value to our customers, we believe it is important for Akamai to:

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Akamai 20172020 Performance Highlights

In 2020, Akamai hasregistered achievements across our operations, including the following highlights.

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From a financial perspective, we have increased itsour revenue in each of the past sixthree fiscal years and hashave been profitable over that same period. The charts below show our revenue and earnings per share, calculated in accordance with generally accepted accounting principles in the United States, or GAAP, for thosethe past three fiscal years.

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Over the past five years, we have successfully generated cash from operations to use in strategic initiatives. We believe we have effectively deployed that cash in stock repurchases and acquisition activity as reflected in the chart below.

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Executive Compensation Overview

Akamai has developed an executive compensation program that is designed to closely align executive compensation with performance by allocating a majority of target compensation to performance-based equity awards that directly link the value of executive compensation to our stock price performance and tying annual incentive bonuses to performance against specific financial measures. We believe that a significant portion of executive pay should be variable and at risk. Specifically, the amount earned by the executive should primarily be tied to our financial performance and the performance of our stock price. The following graphs show the key design and structuralKey aspects of our program.2020 executive compensation program are highlighted below.

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Part One – Corporate Governance Highlights – Our Commitment to Environmental, Social and Governance Matters

Akamai seeksis committed to maintainmaintaining and enhance itsenhancing our record of excellence in corporateenvironmental, social and governance (ESG) matters by continually refining itsour corporate governance policies, proceduresworking to improve our energy efficiency and practicesreduce our environmental impact, fostering a diverse and inclusive workplace and contributing to align with evolving best practices, taking into account issues raised by our stockholdersthe communities in which we live and other stakeholders and otherwise as circumstances warrant.work. We also place great value on stockholder input from our investors and other stakeholders and engage regularly with our investorsthem to gain insights into the governance and social issues about which they care about most.

In 2021, Akamai announced the establishment of a new ESG Office comprised of members of our management team. This office is charged with enabling a global ESG strategy that integrates our business goals with all ESG efforts across the enterprise, including sustainability, inclusion, diversity and engagement and the Akamai Foundation.

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Good Governance

Overview of ourthe Board of Directors

Our Board of Directors, which we will often reference as the Board below, currently consists of 1312 individuals with a range of backgrounds as reflected in the graphicsgraphic below. Collectively, they bring industry expertise, leadership skills and financial sophistication to our corporate governance. Below is a skills matrix displaying key attributes of our Board members.

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Board Refreshment and Diversity

Akamai believes that having an independent, diverse, active and engaged Board of Directors has been key to our success. We also believe that new perspectives and ideas are critical to a forward-looking and strategic Board. At the same time, itOur goal is equally important to benefit fromseek a balance between new points of view and the valuable experience and familiarity that longer-serving directors bring to the boardroom. The Board believes that the skill set and perspectives of its members should remain sufficiently current and broad in dealing with current and changing business dynamics and, therefore, seeks to maintain a balance ofSince our 2017 annual meeting, we have seen five incumbent directors with varying lengths of service and ages. While the Board recognizes that term limits and/or a mandatory retirement age could assist in this regard, they may have the unintended consequence of forcingtransition off the Board and Akamaihave added five new directors. In considering nominations for re-election, we take into account whether a director has served for more than 10 years on the Board as one factor in our holistic approach. A summary of the tenure of our current independent directors is reflected in the graph below:

Female and/or minority directors currently make up 42% of the total Board. Ms. Bowen and Mr. Ford identify as Black; Ms. Ranganathan identifies as South Asian; and Mses. Bowen, Brown, Greenthal and Ranganathan identify as women. In considering new Board members, we have adopted a policy that requires that the initial list of individuals under consideration by the Board’s Environmental Social and Governance Committee, or the ESG Committee, include individuals who represent diverse backgrounds, including diversity of gender and race or ethnicity. If a search firm is used, the search firm is instructed to losedo the contribution of directors who, over time, have developed increased judgment, knowledge and valuable insight into our business and operations. We have chosen to take an effective and more holistic, balanced approach to Board composition and director succession.same.

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We remain committed to ensuring our Board is composed of a highly capable and diverse group of directors well-equipped to oversee the success of the business and effectively represent the interests of stockholders. Six of our directors have been elected in the last five years. The average tenure for our independent directors is approximately 6.1 years.

Engaging with our Stockholders

During 2017 and early 2018, we reached out to 30 of our largest stockholders, which collectively held approximately 62% of our outstanding shares, to express an interest in meeting with them to discuss governance or executive compensation matters at Akamai. We met with more than 75% of those investors and discussed a broad range of operational, strategic and governance topics with them. A number of these meetings included Mr. Salerno, our Chairman of the Board. These engagement efforts and meaningful conversations provided our Board and management with a valuable understanding of investors’ perspectives and opportunity to exchange views. When the Board conducted its regular reviews of governance and executive compensation, it discussed the input we received and the evaluation process was reflective of those views. We were encouraged by the feedback we received and look forward to continuing our dialogue with our stockholders in the coming year.

Board Diversity

We believe that we have assembled an outstanding set of directors with varied backgrounds, experiences and viewpoints who understand our markets, our customers and our employees. Female and/or minority directors make up nearlyone-third of the total Board. In addition, the Board is dedicated to encouraging diversity in leadership positions and two of our three standing committees are chaired by women.

Board Evaluations

A key component of our approach is a robust annual Board evaluation process. Led by our Lead Director and Chair of the NominatingBoard and Corporate Governancethe Chair of the ESG Committee, this review is intended to elicit the views of all directors about what makes the Board effective, what improvements can be made, how their peers are most effective and whether steps should be taken to improve contributions and their views on the performance of the Board and its committees over the past year. We have historically alsoThe evaluation has taken a variety of forms including written surveys, interviews conducted individual peer evaluations.by an outside consultant and interviews conducted by our Board Chair. The Nominating and Corporate GovernanceESG Committee also regularly oversees and plans for director succession and refreshment of the Board to ensure a mix of skills, experience, tenure, and diversity that promotes and supports the Company’s long-term strategy. In doing so, the Nominating and Corporate GovernanceESG Committee takes into consideration the overall needs, composition and size of the Board, as well as the criteria adopted by the Board regarding director candidate qualifications.

Ethics

We have adopted a written Code of Ethics that applies to all of our directors, executive officers and other employees (including our principal executive officer and our principal financial and accounting officer). Our Code of Ethics is available on our website at www.ir.akamai.com/corporate-governance/highlights. We did not waive any provisions of the Code of Ethics for our directors or executive officers during the year ended December 31, 2020. If we amend, or grant a waiver under, our Code of Ethics that applies to our executive officers or directors, we intend to post information about such amendment or waiver on our website at www.akamai.com. We have also adopted Corporate Governance Guidelines, a copy of which is also available on our website at www.ir.akamai.com/corporate-governance/highlights.

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Human RightsEngagement with Stakeholders

Akamai and our employees are dedicated to delivering value to investors, providing excellent service to our customers, offering a great place to work and contributing to the communities in which we operate. Some of the key areas of focus as we work with our stakeholders on ESG matters are highlighted below.

Commitment to Customers

At Akamai, we are focused on helping our customers navigate a rapidly-evolving technology landscape so that they can maintain the security of their operations that touch the internet, improve productivity, transform customer experiences, increase brand awareness and drive competitive advantage. With our Intelligent Edge Platform and creative and innovative employees, we believe we are uniquely situated to provide this assistance.

In a tumultuous 2020, we rose to the challenges caused by the global COVID-19 pandemic and other developments. With media and carrier customers seeing demand surge following stay-at-home orders, our network team nearly doubled capacity during the year, overcoming lockdowns in the field, shuttered data centers and supply chain disruptions. As a result, customers experienced great performance at global scale, delivering a year’s worth of increased traffic in just a few weeks. As more retailing went online, we provided

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extra support for some of the largest e-commerce companies in the world and offered flexible contract terms to help customers in the travel and hospitality industries weather the COVID-19 storm, focusing on winning these customers for the long term.

The pandemic also saw a surge in activity by cyberattackers, taking advantage of the distraction and increased vulnerability associated with the pandemic. We responded by providing vital security solutions for our customers to facilitate online business and remote work.

Promoting Diversity and Inclusion in the Workplace

Akamai is committed to providing a work environment and culture where all employees feel that they can contribute and perform to the best of their abilities. Our diverse workforce combines workers from different backgrounds and experiences. We believe that bringing together a diverse workforce in an inclusive environment captures the experiences, cultures, talents, and thought perspectives that will drive innovation and our business strategy in a collaborative manner. Akamai is a global company. Our aim is to understand and build on our cross-cultural competence, and by doing so, improve the way we work in our global community.

Our Diversity & Inclusion Strategy has five focus areas:

We have implemented a number of initiatives to foster inclusivity, including: forming a Diversity & Inclusion Steering Committee of senior leaders across all parts of the business and regions that drives our progress in this area and executes the strategy outlined above; incorporating an ESG component in our executive bonus plan; incorporating diversity and inclusion goals in both our corporate level annual Mission Critical Goals and the individual performance goals of our senior personnel; supporting eleven Employee Resource Groups that are employee-led, voluntary internal global networks open for all to come together to help collaborate, share ideas, and discuss issues among colleagues with similar characteristics or common interests; and introducing a company-wide program that is intended to enhance our corporate culture by promoting an inclusive approach to decision making and innovation.

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We are an equal opportunity employer. To help us improve the diversity of our workforce, we participate in or sponsor professional development and recruiting forums such as the Massachusetts Conference for Women, National Society of Black Engineers, Society of Hispanic Engineers, and Hack.Diversity. We also offer Akamai Technical Academy, a technical training program targeted primarily at underrepresented talent (gender, ethnicity, experiential, generational, veterans) who are interested in pursuing a technical career path, but may not be formally educated in science, mathematics or engineering. The program consists of six months of Akamai-specific classroom training, after which participants are placed in a variety of contract roles across the organization, with the intention to convert them to permanent employees after a minimum of six months. We are a member of the Massachusetts Technology Leadership Council Tech Compact for Social Justice, committing to make change towards racial equality in our company.

Our Supplier Diversity Program seeks to identify and engage suppliers for a wide range of products and services compatible with Akamai’s current needs — from office supplies, to computer equipment and peripherals, office equipment maintenance and repair, food service, and printing to name a few examples. We are committed to developing mutually beneficial and successful partnerships with small businesses including companies owned by women, minorities, veterans, and people who are socially and economically disadvantaged or have disabilities.

Environmental Sustainability

Akamai is committed to mitigating the environmental impact of our operations. We have adopted a Sustainability Policy to reflect our belief that Akamai can and should operate with a limitedminimal environmental footprint. This PolicyWe strive to run our network as efficiently as possible to be mindful of our power usage and to minimize the negative environmental impacts of our operations. We also aim to decarbonize the energy we need to operate by sourcing renewable energy where we can.

In the management of our network, we utilize both hardware and software efficiencies to cut excess usage and proactively eliminate inefficiencies to lessen our carbon emissions. Our hardware initiatives center on improving the efficiency of the servers we use by reducing their power consumption while increasing throughput. Increasing throughput leads to a more efficient platform, which reduces our environmental footprint while providing superior performance for our customers and their end users. We also make our network more efficient by developing software to only use the necessary hardware resources. Our platform only caches (stores) information that is centereddeemed relevant and likely to be accessed again by another end user in the same geographical location. To minimize the resource drain and emissions related to power usage from space utilization and processing energy from infrequently accessed web content — “one-hit wonders” — we use machine-learning algorithms based on the type of content, its popularity, its location, and more, to see if this data is worth the resources that would be required to store it. By decreasing the amount of one-hit wonders, Akamai is able to lessen our carbon emissions output and use less energy.

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These efforts have enabled us to reducecontinue to decouple network growth from emissions. In 2020, we reduced our Scope 2 emissions (indirect greenhouse gas emissions arisingemissions) by more than 50% from 2019 levels, while growing the network by more than 60%.

Endeavoring to ensure that our business operations through energy conservation, energy efficiency, and the procurement of renewable energy; responsibly manage and disposenetwork runs as efficiently as possible is only one component of our electronic waste; and deliver sustainable work environments that promote wellness and the conservation of natural resources through water efficiency,sustainability strategy. We also source reduction, material reuse and recycling, and the purchase of materials containing recycled and/or renewable natural resources. Weenergy to power our operations. In 2015, we set carbon output reduction targets and publicly share our progress in meeting those targets. In addition, we have submitted climate disclosures to the CDP, formerly the Carbon Disclosure Project, since 2010. In 2017, we announced our investment in a wind energy farm as part of our commitmentpublic goal to source renewable energy for 50 percent50% of our global networkcontrolled data center operations by 2020. We are proud to have met this target. This was achieved, in part, by investing in net-new grid-connected renewable energy projects. To date, we have invested in three projects: a wind farm in Texas, a solar array in Virginia, and a wind farm in Illinois. We also work with our data center partners to procure attestable renewable energy sources to further mitigate our operations in their facilities.

We are proud to take a leadership role in environmental sustainability. We helped spearhead the first renewable buyers consortium, a virtual power purchase agreement with Apple, Etsy, and Swiss Re to enable support for renewable energy projects. These projects are made possible through collaboration with groups such as the Renewable Energy Buyers Alliance (REBA) and the Future of Internet Power (FoIP) to make renewable energy procurement easier. We help our customers understand their energy usage by providing customized reports detailing their emissions on our platform based on server and energy usage. In our own reporting, we work with a third-party auditor that focuses on the accuracy of our carbon emissions reporting in Scopes 1, 2, and 3. Our auditor adheres to the ISO 14063-3: Greenhouse gases — Part 3: specification with guidance for the validation and verification of greenhouse gas statements. We reconcile our impact annually and routinely follow recognized procedures to lower our greenhouse gas emission footprint in the areas where we can have the most material impact. We report under the following frameworks: Carbon Data Project, Dow Jones Sustainability Indices, EcoVadis, FTSE4Good, Global Reporting Initiatives, Just Capital and Sustainability Accounting Standards Board.

Employee Well-Being, Health & Safety; Human Rights

Our employees are our most valuable asset as they are fundamental to our innovation, the operation and ongoing enhancement of the Akamai Intelligent Edge Platform, the fostering and maintenance of relationships with our customers and the management of our operations. We focus on the development of our people through fostering inclusion and engagement, offering competitive compensation and benefits, providing training and development opportunities, and implementing health and safety procedures.

We have a demonstrated a history of investing in our workforce by offering competitive salaries, wages, and benefits. Our compensation and benefits philosophy is to maximize the effectiveness of pay and benefits programs to attract and retain the high caliber individuals needed to drive the success of our business, while balancing cost-effectiveness and competitive factors. Our benefits programs (which vary by country and region) include healthcare and insurance benefits, health savings and flexible spending accounts, paid time off, family leave, family care resources, flexible work schedules, adoption and fertility

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assistance, employee assistance programs, tuition assistance, and holistic wellness programs. Our wellness programs include educational offerings on healthy lifestyles, access to mental health experts, and access to ergonomic advice and equipment.

In 2016, we adopted a Human Rights Policy. We believe that the Internetinternet can bring the world closer together and facilitate greater understanding among people across the globe. We are proud of our mission to make the Internet work better for people around the world.globe and that we can play an important role in making that happen. We also believe that respect for human rights is fundamental to unlocking the potential of the Internetinternet and an essential value for the communities in which we operate. We are committed to ensuring that our employees, the people who work for our contractors, customers and suppliers, and individuals in the communities affected by our activities are treated with dignity and respect. Our Human Rights Policy is intended to advance these ideals.

Code of EthicsCommunity Involvement

We have adoptedrecognize that the communities in which we live and operate are also stakeholders in our business. We address a written Codewide range of Ethicsissues to help our neighbors, including directing

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relief to communities ravaged by wildfires, encouraging and supporting volunteerism by our employees, responding to COVID-19 relief efforts and supporting initiatives to promote racial justice.

The centerpiece of our employee volunteer efforts is our Danny Lewin Community Care Days program. Each year we honor and celebrate our co-founder Danny Lewin’s spirit with a global initiative to encourage employees to give back to our local communities through events such as participating in blood drives, working at food banks, repairing homes, refreshing playgrounds and creating care packages for ill children. Group volunteer activities are organized for employees in many of our offices worldwide. All of our full-time employees are approved to take the equivalent of up to 16 hours of paid volunteer time per calendar year for approved volunteer activities that appliestake place during their regularly scheduled workday.

The Akamai Foundation plays a key role in Akamai’s community outreach. Its core mission is to amongclose the gender and diversity gap in technology and help foster the next generation of innovators by advancing access to science and mathematics education. In 2020, it provided more than 30 grants worldwide to organizations focused on this cause. With the global pandemic outbreak last year, the foundation pivoted to provide COVID-19 relief funds to charitable organizations in 16 countries. Additionally, amid prominent incidents in the U.S. that gave rise to increased focus on equal justice, the organization instituted a gift-matching program for employees and others to non-profits focused on human rights and racial equality. In late 2020, Akamai made an additional $20 million endowment contribution to the foundation to provide further support for its mission to demonstrate our principallong-term commitment and proactive social leadership role.

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Stockholder Engagement

Our management and Board are committed to driving stockholder value and communicating with our investors and other stakeholders. Our stockholder engagement model is summarized below:

Our Stockholder Engagement Process

During 2020, we conducted outreach to all of our 25 largest stockholders and other investors, who collectively held approximately 54% of our outstanding shares, to express an interest in meeting with them to discuss governance or executive officercompensation matters at Akamai. We engaged with more than 40% of those investors and principal financialdiscussed a broad range of operational, strategic and accounting officer, or persons serving similar functions. Our Codegovernance topics with them. These engagement efforts and meaningful conversations provided the Board and management with a valuable understanding of Ethics is available oninvestors’ perspectives and an opportunity to exchange views. When the Board conducted its regular reviews of governance and executive compensation, it discussed the input that we received, and the evaluation process was reflective of those views. We were encouraged by the feedback we received and look forward to continuing our website at www.akamai.com. We did not waive any provisionsdialogue with our stockholders in the coming year.

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One result of our engagement with stockholders in recent years was a decision by the Board to recommend that stockholders approve declassification of the Codestructure of Ethics for our directors or executive officers during the year ended December 31, 2017. If we amend, or grant a waiver under, our Code of EthicsBoard. We presented that applies to our executive officers or directors, we intend to post information about such amendment or waiver on our website at www.akamai.com. We have also adopted Corporate Governance Guidelines, a copy of which is also available on our website at www.akamai.com/html/investor/corporate_governance.html.

Our Board of Directors

Our Board of Directors currently consists of 13 persons, divided into three classes, serving staggered terms of three years, as follows: five Class I directors (with terms expiringmatter at the 2018 Annual Meeting of Stockholders),Stockholders, and it was approved. The Board is now fully declassified, and all directors standing for election will be elected to one-year terms.

Commitment to Privacy Best Practices

Our customers trust us to help make the internet fast, intelligent, and secure. We understand that how we process personal data is an important part of that trust. We are committed to the data protection rights of internet users, customers and employees and compliance with the data protection laws of the countries in which we operate. Akamai’s Data Protection and Privacy Program is aimed at protecting the personal data that we process based on respect for the data subject’s privacy concerns by implementing appropriate security safeguards. Our program has four Class II directors (with terms expiring at the 2019 Annual Meeting of Stockholders)main components:

Awareness

Policies and four Class III directors (with terms expiring at the 2020 Annual Meeting of Stockholders). In accordance with our amendedProcedures

Training

Accountability and restatedTransparency

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certificate of incorporationPublic Policy

Akamai believes that responsible corporate citizenship requires active engagement in legislative and amendedregulatory processes. Our engagement with policymakers and restated bylaws, the Board has voted to fix its size at 12 directors effective asadvocacy on public policy issues are coordinated by our Global Public Policy group. Members of the 2018 Annual MeetingGlobal Public Policy team work closely with four directorsour senior leadership to identify legislative and regulatory priorities, both regionally and globally, that will protect and advance our business interests, increase stockholder value and promote the free and responsible use of the internet. The group also works to educate and inform policymakers about Akamai’s technology and solutions and how the internet itself works.

As part of Akamai’s engagement in each class.the public policy process, we participate in a number of trade associations around the world that advocate for and shape public policy positions that are important to our industry. Trade associations also provide educational, training and professional networking opportunities for their members. We participate in these associations for such opportunities and to help build consensus on issues that we believe will serve our customers and investors. Our membership and participation in these organizations are not an endorsement of all of the activities and positions of these organizations. Accordingly, there may be instances where their positions diverge from ours.

We have not formed a political action committee nor have we donated to individual political candidates or parties.

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The Board of Directors

The Board currently consists of twelve persons. Set forth below is information about the professional experiences of memberseach of the Board, including the fourour eleven nominees for election at the 20182021 Annual Meeting, of Stockholders. In addition, for each individual, we discuss theincluding his or her specific experience, qualifications and attributes that we believe qualify him or her to serve on the Board. We have included their age and committee memberships as of March 1, 2021 (other than with respect to Ms. Bowen who joined the Board on April 2, 2021 and was appointed to committees on that date).

Fred Salerno announced in March 2021 that he would retire as a member and Chair of the Board effective at the 2021 Annual Meeting. Mr. Salerno has been a director since 2002. We thank him for the leadership he has provided to Akamai for nearly two decades. The Board has voted to reduce its size to eleven members effective as of the 2021 Annual Meeting.

Nominees for Director Whosefor Terms That Will Expire in 2018 (Class I Directors)2022

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Directors With Terms That Will Expire in 2019 (Class II Directors)

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Our Executive Officers

Our executive officers as of February 28, 2018March 1, 2021 were:

		F. ThomsonTom Leighton, age 61,64, was elected Akamai’s Chief Executive Officer in January 2013, having previously served as our Chief Scientist since heco-founded the company in 1998. As discussed above, Dr. Leighton also serves on our Board of Directors.the Board.
		Aaron Ahola, age 48,51, was named our Executive Vice President, General Counsel and Corporate Secretary in May 2019. From October 2017 through April 2019, he was Senior Vice President, General Counsel and Corporate Secretary. Mr. Ahola joined Akamai in April 2000. During his tenure, he previouslyhas served in a variety of positions, including as a Vice President and Deputy General Counsel from 2011 to 2017. In addition,2017 and our Chief Privacy Officer from 2008 until 2017, he was our Chief Privacy Officer. From 2015 until 2017, he was our Chief Compliance Officer. In October 2017, he became our Senior Vice President, General Counsel and Corporate Secretary.2017.
		James Benson, age 51, was elected Akamai’s Chief Financial Officer in February 2012, having previously served as Senior Vice President – Finance between September 2009 and February 2012. Prior to joining Akamai, he had been Vice President, Finance/Operations & CFO – Americas Technology Solutions Group at Hewlett-Packard.
		Robert Blumofe, age 53,56, became Akamai’s Chief Technology Officer on March 1, 2021. From April 2016 through February 2021, he was our Executive Vice President, Platform and General Manager of the Enterprise Division, in April 2016. He hadhaving previously served as our Executive Vice President – Platform since January 2013. He was Senior Vice President – Networks & Operations between 2008 and 2012, having previouslyBefore taking on that role, Mr. Blumofe served in a variety of positions at Akamai since joining us in 1999.
		Paul Joseph, age 47, became our Executive Vice President – Global Sales in March 2021. Mr. Joseph joined Akamai in January 2000 and has served in a variety of roles during his tenure with us. From September 2018 through February 2021, he was Senior Vice President, Global Sales for our Media and Carrier Division. Between October 2017 and August 2018, he served as Vice President Field Business Development in our Media Division. From March 2016 through September 2017, he was Vice President of our America Channel Sales group.

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		James Gemmell, age 57, became our Executive Vice President and Chief Human Resources Officer in January 2015. He joined Akamai in April 2013 as Senior Vice President and Chief Human Resources Officer. Previously, he was employed at Cisco Systems, the technology equipment maker, from 2000 until April 2013, most recently serving as Executive Advisor from October 2012 through March 2013 and Interim Chief Human Resources Officer from May 2011 through September 2012.
		Adam Karon, age 46,49, joined Akamai in February 2005 and has served in numerous leadership positions during his tenure. Intenure with us. He was named our Chief Operating Officer and General Manager Edge Technology Group effective March 1, 2021. From March 2017 through February 2021, he becamewas Executive Vice President and General Manager of the Media and Carrier Division. From July 2011 through December 2013, he was a Vice President in our services organization. He served as Senior Vice President, Global Services and Support from January 2014 through February 2017.
		Rick McConnell, age 52,55, became Akamai’s President and General Manager of the Web Division inSecurity Technology Group effective March 1, 2021. From May 2016 havingthrough February 2021, he was President and General Manager of the Web Division. He previously served as President – Products and Development from January 2013 through May 2016, and Executive Vice President – Products and Development fromhaving previously held other executive titles since joining us in November 2011 through December 2012.2011. Prior to joining Akamai, Mr. McConnell was in a number of executive positions at Cisco Systems. Mr. McConnell was Chief Executive Officer of Latitude Communications, which was acquired by Cisco in January 2004.
		Bill Wheaton,Edward McGowan, age 56, joined50, became Akamai’s Executive Vice President and Chief Financial Officer in March 2019. Mr. McGowan began his career at Akamai in 2000 as a result of our acquisition of InterVu, Inc. Mr. Wheatonand has served in a varietynumerous roles across the organization since that time, including as Senior Vice President, Finance, between September 2018 and February 2019; Senior Vice President, Global Sales Media & Carrier Division from January 2017 through August 2018; Vice President, Global Carrier Strategy & Sales from April 2013 through December 2016.
		Kim Salem-Jackson, age 45, became our Executive Vice President and Chief Marketing Officer on March 1, 2021. Ms. Salem-Jackson joined us as Vice President of rolesGlobal Marketing in August 2017 before being promoted from Vice President to Senior Vice President MediaMarketing and Corporate Communications in November 2019. Prior to joining Akamai, Ms. Salem-Jackson had been Senior Vice President of Worldwide Marketing and Business UnitDevelopment at Informatica, a provider of enterprise cloud management solutions, from August 2015 to August 2017 after holding a number of management roles at the company since joining it in 2011. He was2008.

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		Mani Sundaram, age 45, became our Executive Vice President Media DivisionGlobal Services & Support and CIO in November 2019. Mr. Sundaram began his career at Akamai in February 2007 and has held a variety of positions during his tenure with us. Most recently, he was Senior Vice President Global Services and Support from JulyMarch 2017 until November 2019, after serving as Vice President Global Services from January 2015 through February 2017. He
		Anthony Williams, age 47, became our Executive Vice President and Chief StrategyHuman Resources Officer in March 2017.January 2020. He joined Akamai in April 2015 as Vice President, Talent Acquisition and Diversity and served in that role until January 2018 when his title became Vice President, International HR, Talent Acquisition & Diversity. Prior to Akamai, Mr. Williams held a wide range of global human resource positions at First Data Corporation, Newell Rubbermaid and Time Warner – Turner Broadcasting System.

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Security Ownership of Certain Beneficial Owners and Management

The following table includes information as to the number of shares of our common stock beneficially owned as of February 28, 2018,March 15, 2021, by the following:

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Board Leadership and Role in Risk Oversight

ChairmanChair of the Board

From 1999 untilIn March 2018, George ConradesFred Salerno was elected as our Chairmanindependent Chair of the Board. In this role, he workedworks with the Lead Directorhis fellow directors and Chief Executive Officermanagement to prepare Board meeting agendas, chairedchairs meetings of the Board (including its independent director sessions) and our annual stockholder meetings and informedinforms other directors about the overall progress of Akamai. Mr. ConradesSalerno also provided advice and counsel to the Chief Executive Officer and other executive officers, particularly relating to strategy, key customer accounts, market opportunities and leadership development. In addition, Mr. Conrades consulted in the annual performance evaluation of the Chief Executive Officer.

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Risk Oversight

OurThe Board of Directors has an active role in supervising management’s oversight of Akamai’s risks. risks as described in the graphic below:

Board and Committee Oversight of Risk Management

The Board and its committees perform this through both formalour management team have increased their focus on cybersecurity risk oversight and informal mechanisms. They review business, regulatory, operational, cybermanagement in recent years. Our information security and other risks that are incorporated in operating and strategic presentations that members of management and our advisors make to the Board. In addition, the Board regularly reviews information regarding our liquidity and operations, as well as the risks associatedleadership meets with each. Financial reporting risks are typically addressed by the Audit Committee through internal audits, committee agenda items, ethicson a quarterly basis to discuss management’s process for identifying, tracking and whistleblower updatesmitigating cybersecurity risks, progress on mitigation initiatives and other discussions. As an example, the Audit Committee has overseen and reviewed analyses prepared by our internal audit function designedindustry-wide developments related to assess the likelihood that enumerated risks would occur, the harm such risks would create if they occurred and current sufficiency of controls to address such risks. The Compensation Committee, in consultation with our independent executive compensation consultants, reviews Akamai’s management of executive compensation and retention risks as part of its annual executive compensation review and individual compensation discussions. See also the discussionsecurity matters. All of our employees are required to take annual risk assessment in “Howsecurity compliance training. We Evaluate and Address Risk in Our Compensation Policies and Practices” in Part Two of this Proxy Statement. The full Board typically reviews on an annual basis executive succession planning and development. The Nominating and Corporate Governance Committee, orhave not had a data breach during the N&G Committee, assists the Board in fulfilling its oversightlast three years.

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responsibilities with respect to the management of risks associated with Board organization, membership and structure, succession planning for our directors and executive officers, and corporate governance.

Board Committees

The standing committees of ourthe Board of Directors consist of an Audit Committee, a Compensationan Environmental, Social and Governance (ESG) Committee and a(formerly known as the Nominating and Corporate Governance Committee.Committee), a Finance Committee and a Talent, Leadership and Compensation (TL&C) Committee (formerly known as the Compensation Committee). Each committee operates under a charter that has been approved by the Board. Copies of the charters are posted in the Investor Relations section of our website at www.akamai.com.www.ir.akamai.com. The Board has determined that all of the members of each of the threefour standing committees of the Board are independent as defined under The Nasdaq Stock Market, Inc. MarketplaceListing Rules, or the Nasdaq Rules, including, in the case of all members of the Audit Committee, the independence requirements of Rule10A-3 under the Securities Exchange

Act of 1934, as amended, or the Exchange Act, and, in the case of all members of the CompensationTL&C Committee, the independence requirements under Rule10C-1 under the Exchange Act. Membership on each standing committee as of February 28, 2018March 1, 2021 is reflected in the chart below.

Committee Membership in Standing Committees as of December 31, 2017March 1, 2021

In April 2021, Ms. Bowen was elected to the Board and was appointed to the Audit Committee and the ESG Committee, and the Board approved a shift of Mr. Hesse from the Audit Committee to the TL&C Committee and Mr. Killalea from the TL&C Committee to the Finance Committee.

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.controls including cybersecurity matters. The Audit Committee also reviews such other

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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 has determined that Ms. Craigeach of Fred Salerno and Madhu Ranganathan is an “audit committee financial expert” within the meaning of Item 407(d)(5)(ii) under RegulationS-K promulgated by the Commission under the Exchange Act. The Audit Committee held nine meetings in 2017.2020.

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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 has determined that each member of the following individualsBoard, other than Dr. Leighton, is an “independent director” as defined under Nasdaq Rule 5605(a)(2):

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The following table sets forth compensation paid in 20172020 to our directorsindividuals who served on the Board for any portion of that year for their service as directors, other than Dr. Leighton, whose compensation is reflected in “Executive Compensation Matters” below:below. Ms. Bowen joined the Board in 2021.

Mr. Killalea was elected to the Board of Directors in March 2018 and, therefore,levels; however, we did not receive any directorincrease compensation in 2017. Mr. Wagner was elected tofor certain leadership positions on the Board in April 2018recognition of increased work associated with those roles and likewise did not receive any directorto align with peer levels. Effective as of May 15, 2020, supplemental annual compensation in 2017.for our Chair of the Board increased from $80,000 to $100,000; for our Audit Committee Chair and TL&C Committee Chair increased from $25,000 to $35,000; and for ESG Committee Chair increased from $10,000 to $15,000. The supplemental compensation for the Finance Committee Chair was set to match that of the Audit Committee Chair.

Under ournon-employee director compensation plan,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, 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, 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 ourthe 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 ChairmanChair of the Board and Lead Director are entitled to $40,000receives $100,000 of additional annual compensation, of which $20,000$25,000 is paid in cash and $20,000$75,000 is paid in DSUs. Chairs of the Audit Committee, the TL&C Committee and the CompensationFinance Committee are

entitled to $25,000receive $35,000 of additional compensation, of which $5,000 is paid in cash and $20,000$30,000 is paid in DSUs. The Chair of the N&GESG Committee is entitled to $10,000receives $15,000 of additional compensation, of which $5,000 is paid in cash and $5,000$10,000 is paid in DSUs. Eachnon-employee director is eligible to receive RSUs with a fair value at the time of grant of $400,000 when he or she first joins the Board. Such RSUs vest over a three-year period, withone-third vesting on each of the first, second and third anniversaries of the date of grant. We also reimburse directors for reasonableout-of-pocket expenses incurred in attending meetings of the Board.

Stock Ownership Guidelines

We have minimum stock ownership requirements for our senior management team and Board of Directors.Board. Pursuant to the guidelines, each member of Akamai’s senior

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If a director’s base cash retainer or an executive’s base salary is increased, the minimum ownership requirement shall beis re-calculated at the end of the year in which the increase occurred, taking into account our stock price at that time. If anon-employee director or executive fails todoes not meet the ownership guidelines as of a test date that occurs after the period of time for attainment of the ownership level, he or she will not be permitted to sell any shares of our common stock until such time as he or she has exceeded the required ownership level. A more detailed description of these guidelines, including the timeline for compliance, is set forth in our Corporate Governance Guidelines, which are posted on our website at www.akamai.com/html/investor/corporate_governance.html. www.ir.akamai.com/corporate-governance/highlights.

All directors are currently in compliance with the ownership guidelines. See “Stock Ownership Requirements” in Part Two of this Proxy Statement for additional information regarding our executive officers’ compliance with the ownership guidelines.

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

The N&GESG Committee assists the Board of Directors in identifying and attracting individuals qualified to become members of ourthe Board. In executing its mission to solicit qualified candidates to become directors of Akamai, the N&GESG Committee seeks to attract intelligentqualified 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 in representing the interests of stockholders; and to promote good corporate governance and ethical behavior by the members of the Board 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’Board’s slate of recommended director nominees, the N&GESG Committee will apply the criteria attached to its charter. These criteria include:

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The Board particularly values demonstrated leadership experience and skills and reputation for high standards of honesty, ethics and integrity. Although the N&GESG 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&GESG Committee and the Board 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 to fulfill its responsibilities.

With respect to considering whether tore-nominate our incumbent directors, the N&GESG Committee and the full Board apply the criteria discussed above. TheIn addition, the ESG Committee and the full Board may also take into account whether a director has served for more than 10 years on the Board and may consider 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. In addition, ifIf there is a change in a director’s professional status, under our Corporate Governance Guidelines, that director must offer to resign from the Board and in considering whether to accept the resignation, the Board considers whether the director’s new status continues to complement the Board’s skills and qualities.

Importance of Diversity

Since adoption in 2003, the Criteria for Nomination as a director appended to Akamai’s N&GESG Committee charter have always emphasized the importance of diversity in determining the appropriate composition of our Board of Directors.the Board. The Criteria specifically state, “The [N&G][ESG] Committee shall actively consider nominees who can contribute to the diversity of the Board 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.”

Following the 2018 Annual Meeting, female and/or minority directors will make upone-third of the total Board as proposed. To help us maintain the broad diversity we have already achieved and to continually assess the effectiveness of this diversity policy, the Board conducts an annual self-evaluation and survey. The survey questions include an assessment of whether the composition of the Board is appropriately diverse and reflects the skills, experience and other characteristics consistent with achieving our corporate goals now and in the coming years.

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Stockholders may recommend individuals to the N&GESG 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 Nominatingthe Environmental, Social and Corporate Governance Committee, c/o Corporate Secretary, Akamai Technologies, Inc., 150145 Broadway, Cambridge, Massachusetts 02142. Assuming that appropriate biographical and background material has been provided on a timely basis, the N&GESG 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.

At the 2021 Annual Meeting, stockholders will be asked to consider the election of Ms. Brown, who has been nominated for re-election as a director for the first time. Ms. Brown was appointed to fill a vacancy on the Board in 2020. She was initially recommended by an external search firm. The Board determined to include Ms. Brown among its nominees.

At the 2021 Annual Meeting, stockholders will also be asked to consider the election of Ms. Bowen, who has been nominated for re-election as a director for the first time. Ms. Bowen was appointed to fill a vacancy on the Board in 2021. She was initially recommended by Mr. Salerno. The Board determined to include Ms. Bowen among its nominees.

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&GESG Committee or the Board, by following the procedures set forth in our bylaws and described under “Deadline for Submission of Stockholder Proposals for the 20192022 Annual Meeting” below.

The Board will give appropriate attention to written communications that are submitted by stockholders and will respond if and as appropriate. The ChairmanChair of the Board, 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 directors if they relate to important substantive matters and include suggestions or comments that the Lead DirectorChair of the Board considers to be important for the Board to know.

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2020, or formerly, an officer or employee of Akamai or of any of our subsidiaries, and no member of the CompensationTL&C Committee had any relationship with us requiring disclosure under Item 404 of RegulationS-K under the Exchange Act. No member of the CompensationTL&C 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 where an executive officer of that entity also served as a director or member of our CompensationTL&C Committee at any time during 2017.2020.

Report of the Audit Committee

The Audit Committee of ourthe 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:

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

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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 DirectorVice President 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 Form10-K for the fiscal year ended December 31, 2017,2020, 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 AS 1301: Communications with Audit Committees, as adopted bythe applicable requirements of the Public Company Accounting Oversight Board.Board and the Commission.

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.Board.

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 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 Form10-K for the fiscal year ended December 31, 20172020 as filed with the Commission.

We, the undersigned members of the Audit Committee as of March 31, 2021, have also appointed PwC to act as Akamai’s independent auditors for 2018.2021.

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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 RegulationS-K under the Exchange Act. Under our written Code of Ethics, each of our employees and members of ourthe Board of Directors areis 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 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 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. Under the procedures reflected in our Code of Ethics and Audit Committee Charter, proposed related party transactions are subject to review to determine if they are in our best interests and, if such transaction 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.Chair of the Board. 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.Chair of the Board.

No person who served as a director or executive officer of Akamai during the year ended December 31, 20172020 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 the Board 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 Two – 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 2017:2020. We refer to them as our Named Executive Officers, or our NEOs.