Akamai Technologies : 2023 Proxy Statement 2.4 MB

More than 25 years of digital innovation

Dear Fellow Stockholders:

In 2022, we began redefining Akamai's future to become the world's most distributed cloud platform with leading solutions for content delivery, cybersecurity, and cloud computing. With this expanded strategy and the business model of the Akamai Connected Cloud, which launched in February 2023, Akamai will be the cloud company that powers and protects life online.

Total revenue in 2022 was $3.6 billion, up 4% year-over-year and up 8% over 2021 when adjusted for foreign exchange, led by 16% (20% when adjusted for foreign exchange) year-over-year growth in our security business and 60% (64% when adjusted for foreign exchange) year-over-year growth in our compute business. Our operating margin for 2022 was 19%. Our strong profitability resulted in enviable cash generation. Operating cash flow was $1.27 billion last year.

Akamai achieved these results in spite of multiple global macroeconomic challenges, from spillover effects of Russia's invasion of Ukraine, to rising inflation, a strong U.S. dollar and currency fluctuations, fears of a global recession, fuel concerns as Europe headed into winter, as well as continued COVID-19-related lockdowns across China and impacts to global supply chains. In the face of these headwinds, we continued to grow the business and added significant new capabilities.

We also continued to increase shareholder value in 2022 by spending $608 million to buy back 6.4 million shares. Akamai has reduced shares outstanding by approximately 21.2 million since January 1, 2013.

Last year, we used capital thoughtfully to acquire Linode, our most significant acquisition in more than 20 years. This catapults Akamai into the large and rapidly growing cloud computing market, which analysts estimate to be larger than $100 billion today, growing close to $300 billion in 2026. Our plan is for cloud computing to become Akamai's next billion dollar business and the third pillar of our company after content delivery and cybersecurity.

Akamai is taking a fundamentally different approach to this market than providers who have based their cloud platforms on a regional, data center-centric model. Today, enterprises are often unable to get the performance level and volume of data transfer they need at scale from traditional, centralized cloud architectures. That model can be very expensive, too. Akamai's strategy is to offer the world's most distributed platform, placing compute, storage, database, and other cloud services closer to large populations, industry, and IT centers. We believe this approach can effectively address three of the biggest challenges of cloud computing that companies face today: performance, scale, and cost.

Akamai's leadership position at the edge of the internet, closer to the billions of internet users around the world, enables us to scale much of what we touch. We scale content, putting digital experiences closer to internet users than anyone. We scale cybersecurity, keeping threats farther away from businesses and people. Our customers know us and trust us for this scale. Now, our strategy is to be the only company to offer a single platform that scales cloud computing, cybersecurity, and content delivery.

In 2022, our security revenue exceeded $1.5 billion and represented 43% of total revenue. We saw especially strong growth for our market leading segmentation product from Guardicore, the security company we acquired in 2021.

Protecting near-flawless online experiences for customers is especially challenging when bot armies are engaged. Any popular consumer product in limited supply that can be purchased online and resold at a higher price by profiteers is ripe for bots and scalpers - from limited edition sneakers to the hottest new toy for children. Akamai's bot management technology and the scale of our global platform helped to defend our customers (and their customers) against 13 trillion bot requests in 2022. Our customers also relied on protection from Akamai to defend against three times more web application attacks in 2022 than in the year before, as well as large numbers of massive denial-of-service attacks intended to take down websites. Industry analysts, and the customer surveys they undertake, continue to rate Akamai highly for our security capabilities.

Our Delivery business exceeded $1.6 billion in revenue in 2022, achieving new peak traffic records as we supported more than 50 customers globally in delivering their World Cup coverage as well as other streaming, gaming, and software-download businesses. Akamai pioneered the Content Delivery Network industry 25 years ago and remains the market leader by far in supporting the world's leading brands in delivering reliable, secure and high-performing online experiences.

I want to thank our highly talented employees for their hard work on behalf of our customers. Our global team defended Akamai customers from record numbers of cyberattacks in 2022 to help them deliver near-flawless online experiences for their customers. Their work enables Akamai to make life better for billions of people, billions of times a day.

Our collaborative and innovative culture continued to earn Akamai recognition as a great place to work in cities where our teams are most heavily concentrated around the world. For the sixth year in a row, Akamai was named one of America's most just companies by CNBC and JUST Capital, which measures corporate performance and behavior of Russell 1000 companies across 20 broad stakeholder criteria.

This year, Akamai ranked third among internet companies on shareholder and governance criteria and first for workers and the environment because of our ambitious sustainability efforts.

We hope you can attend Akamai's 2023 Annual Meeting of Stockholders to be held on May 11, 2023, at 9:30 AM EST. As in the previous three years, we will hold the meeting as a virtual-only event, accessible through a link on our investor relations website (www.ir.akamai.com). Details about how to access the meeting and the business to be conducted are more fully described in our Notice of 2023 Annual Meeting of Stockholders and Proxy Statement.

Your vote is important. Whether or not you plan to attend the Annual Meeting of Stockholders, please vote as soon as possible. Voting by proxy will ensure your representation at the meeting even if you do not attend. Please review the instructions on the proxy card or your proxy materials regarding your voting options.

Best wishes for continued success and well-being in 2023.

Dr. Tom Leighton

Co-Founder and Chief Executive Officer

AKAMAI TECHNOLOGIES, INC.

145 BROADWAY

CAMBRIDGE, MASSACHUSETTS 02142

NOTICE OF 2023 ANNUAL MEETING OF STOCKHOLDERS

TO BE HELD ON MAY 11, 2023

The 2023 Annual Meeting of Stockholders (the "Annual Meeting") of Akamai Technologies, Inc. ("Akamai" or the "Company") will be held on Thursday, May 11, 2023, at 9:30 a.m., Eastern Time, via the internet at a virtual web conference at meetnow.global/MPGJXVD.

The Annual Meeting will be held online in a virtual meeting format, via the internet, with no physical in-person meeting of the stockholders. Stockholders attending our virtual Annual Meeting will be able to vote and submit questions during the Annual Meeting. Further information about how to attend the Annual Meeting online, vote your shares online during the Annual Meeting and submit questions is included in the accompanying proxy statement.

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

• (1) To elect ten nominees currently serving as members of our Board of Directors and named in the attached proxy statement to serve on our Board of Directors for a one-year term expiring at the 2024 Annual Meeting of Stockholders;

• (2) To approve an amendment to our Second Amended and Restated 2013 Stock Incentive Plan to increase the number of shares of common stock authorized for issuance thereunder by 7,250,000 shares;

• (3) To approve, on an advisory basis, our named executive officer compensation;

• (4) To vote, on an advisory basis, on the frequency of future advisory votes on named executive officer compensation;

• (5) To ratify the selection of PricewaterhouseCoopers LLP as our independent auditors for the fiscal year ending December 31, 2023; and

(6) To transact such other business as may properly come before the Annual Meeting or any adjournment or postponement thereof.

Stockholders of record at the close of business on March 16, 2023 are entitled to notice of, and to vote at, the Annual Meeting and any adjournment or postponement thereof.

A complete list of stockholders of record entitled to vote at the meeting will be available at least 10 days prior to the Annual Meeting at 145 Broadway, Cambridge, Massachusetts 02142.

All stockholders are cordially invited to attend the Annual Meeting online. If you hold your shares in an account with a broker, bank or other nominee and wish to attend the Annual Meeting, you must obtain a legal proxy from that entity and register in advance for the meeting by following the instructions in the accompanying proxy statement.

By order of the Board of Directors,

Aaron S. Ahola

Executive Vice President, General Counsel and

Corporate Secretary

Cambridge, Massachusetts

March 29, 2023