Sector: Information Technology
FASTLY INC CLASS A · Meeting: June 3, 2026
Directors FOR
3
Directors AGAINST
0
Say on Pay
FOR
Auditor
FOR
Election of Directors
Ms. Álvarez has served since August 2019, attendance is satisfactory (90%+ disclosed), no overboarding concerns (two public boards), and Fastly's 3-year TSR of +48.6% outperforms the peer group median by +97.9 percentage points, well above the 50pp threshold required to trigger a no vote, so no TSR flag applies.
Mr. Compton joined the board in June 2025 (less than 24 months ago) and is therefore exempt from the TSR trigger under the policy's new-director exemption; he holds no outside public board seats and brings deep technology and networking experience relevant to Fastly's business.
Mr. Daniels has served since November 2021, attendance is satisfactory (90%+ disclosed), he holds no more than three public board seats (CSAA Insurance Group and Parkland Center for Clinical Innovation are his other affiliations, at least one of which is not a public company), and Fastly's 3-year TSR outperforms the peer group median by +97.9 percentage points, well above the 50pp trigger threshold, so no TSR flag applies.
All three Class I nominees pass policy screens: Fastly's strong 3-year outperformance versus its disclosed peer group (+97.9pp vs. a 50pp trigger threshold) clears the TSR test for all tenured directors, Mr. Compton is exempt as a director who joined within the past 24 months, attendance is satisfactory for all nominees, and no overboarding, independence, or familial relationship concerns were identified.
CEO
Charles Compton
Total Comp
$6,798,332
Prior Support
59.6%%
The prior year say-on-pay vote received only 59.6% support, which is below the 70% threshold that ordinarily requires a no vote if no visible changes are made; however, Fastly demonstrated meaningful engagement — it contacted stockholders representing 51% of shares outstanding, met with holders representing 17%, and made concrete program changes including adding relative TSR performance awards measured over three years, increasing the performance-based share of equity for non-CEO executives to 40% (rising to 50% in 2026), and diversifying Financial PSU metrics for 2026. CEO Compton's reported total compensation of approximately $6.8 million reflects a mid-year promotion with a significant portion in equity tied to performance conditions, and the company achieved strong business results in 2025 (15% revenue growth, $94 million operating cash flow) supporting the above-target incentive payouts of 135.4% of target. The pay mix is appropriately variable-heavy (salary represents a small fraction of total compensation), a clawback policy is in place, and the company's responsiveness to shareholder feedback clears the bar for a FOR vote despite the sub-70% prior result.
Auditor
KPMG LLP
Tenure
0 yrs
Audit Fees
$3,519,000
Non-Audit Fees
$79,000
KPMG is a newly appointed Big 4 auditor (replacing Deloitte effective March 2026) with zero tenure at Fastly, so there is no long-tenured auditor concern; non-audit fees paid to the outgoing auditor Deloitte total approximately $79,000 (tax fees of $72,000 plus other fees of $7,000) against audit fees of $3,519,000, a non-audit ratio of roughly 2.2%, well below the 50% threshold that would trigger a no vote.
The 2026 Fastly annual meeting presents three standard proposals: all three Class I director nominees pass policy screens due to strong peer-relative TSR outperformance and clean governance profiles; the newly appointed auditor KPMG has zero tenure and minimal non-audit fees, clearing all auditor tests easily; and the say-on-pay vote receives a FOR determination despite a sub-70% prior result because the company made concrete, documented compensation improvements in direct response to shareholder feedback. No stockholder proposals appear in this filing.
16 companies disclosed in 2026 proxy filing
