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This proxy statement contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, (the “Securities Act”), and Section 21E of the Securities Exchange Act of 1934, as amended, (the “Exchange Act”), about us and our industry that involve substantial risks and uncertainties. All statements other than statements of historical facts contained in this proxy statement, including statements regarding our future results of operations and financial condition, business strategy, and plans and objectives of management for future operations, are forward-looking statements. In some cases, forward-looking statements may be identified by words such as “anticipate,” “believe,” “continue,” “could,” “design,” “estimate,” “expect,” “intend,” “may,” “plan,” “potentially,” “predict,” “project,” “should,” “will,” “would,” “target,” or the negative of these terms or other similar expressions. Accordingly, these statements are only predictions and involve estimates, known and unknown risks, assumptions and uncertainties that could cause actual results, performance or achievements, or industry results to differ materially from those expressed in such statements. Our actual results, performance or achievements, or industry results could differ materially from those anticipated in such forward-looking statements as a result of the following factors, among others: our ability to address defects, interruptions, outages, delays in performance, or similar problems with our platform; our ability to attract new customers and have existing customers increase their use of our platform; component delays, shortages and price increases; our ability to develop and sell new products; our ability to respond to rapidly changing technology; other general market, political, economic and business conditions; and any additional factors discussed under “Part I — Item 1A. Risk Factors,” in our Annual Report on Form 10-K for the year ended December 31, 2024 (our “Annual Report”) and other filings we make with the Securities and Exchange Commission (the “SEC”), including future SEC filings.

All forward-looking statements are necessarily only estimates of future results, and there can be no assurance that actual results will not differ materially from our expectations. You are therefore cautioned not to place undue reliance on such statements. Any forward-looking statements are qualified in their entirety by reference to the risk factors discussed throughout the documents incorporated by reference in this proxy statement. Further, any forward-looking statement speaks only as of the date on which it is made, and we undertake no obligation to update any forward-looking statement to reflect actual results or events or circumstances after the date on which the statement is made or to reflect the occurrence of unanticipated events. Additionally, certain information herein or elsewhere (including our website) is informed by various stakeholder expectations or frameworks and is thus not necessarily material for SEC reporting purposes. This is the case even if we use “material” or similar language, due to the various definitions of materiality used by stakeholders, including in the environmental, social and governance (“ESG”) context.

Pursuant to rules adopted by the SEC, we have elected to provide access to our proxy materials over the internet. Accordingly, we have sent you a Notice of Internet Availability of Proxy Materials (the “Notice”) because the Board of Directors of Fastly, Inc. (sometimes referred to as the “Company” or “Fastly”) is soliciting your proxy to vote at the 2025 annual meeting of stockholders (the “annual meeting”), including at any adjournments or postponements of the annual meeting. All stockholders will have the ability to access the proxy materials on the website referred to in the Notice or request to receive a printed set of the proxy materials. Instructions on how to access the proxy materials over the internet or to request a printed copy may be found in the Notice.

We intend to mail the Notice on or about April 23, 2025 to all stockholders of record entitled to vote at the annual meeting.

We may send you a proxy card, along with a second Notice, on or after May 2, 2025.

We will be hosting the annual meeting via live webcast only. Any stockholder of record can attend the annual meeting live online at www.virtualshareholdermeeting.com/FSLY2025. The webcast will start at 9:00 a.m. Pacific Time on Wednesday, June 11, 2025. Stockholders may vote and submit questions while attending the annual meeting online. The webcast will open 15 minutes before the start of the annual meeting. In order to enter the annual meeting, you will need the control number, which is included in the Notice or on your proxy card if you are a stockholder of record of shares of our Class A common stock (“common stock”), or included with your voting instruction card and voting instructions received from your broker, bank or other agent if you hold your shares of common stock in a “street name.” Instructions on how to attend and participate online are available at www.proxyvote.com. We encourage you to access the annual meeting prior to the start time. If you encounter any difficulties accessing the virtual meeting during the check-in or meeting time, please call the technical support number that will be posted on the Virtual Stockholder Meeting login page.

Please note that if you do not have your control number and you are a registered stockholder, you will be able to login as a guest. To view the annual meeting webcast, visit www.virtualshareholdermeeting.com/FSLY2025 and register as a guest. If you login as a guest, you will not be able to vote your shares or ask questions during the annual meeting.

If you are a beneficial owner (that is, you hold your shares in an account at a broker, bank, or other holder of record), you will need to contact that broker, bank, or other holder of record to obtain your control number prior to the annual meeting.

A list of our record stockholders as of the close of business on April 14, 2025 (the “Record Date”) will be made available to stockholders during the annual meeting at www.virtualshareholdermeeting.com/FSLY2025. In addition, for the ten days ending the day prior to the annual meeting, the list will be available for examination by any stockholder of record for a legally valid purpose. To arrange a time to access the list of record stockholders beginning June 1, 2025 and until the annual meeting, stockholders should email IR@fastly.com.

We plan to have a Q&A session at the annual meeting and will include as many stockholder questions as the allotted time permits. Stockholders may submit questions that are relevant to our business in advance of the annual meeting as well as live during the annual meeting. If you are a stockholder, you may submit a question in advance of the annual meeting at www.proxyvote.com after logging in with your control number. Questions may be submitted during the annual meeting through www.virtualshareholdermeeting.com/FSLY2025.

Yes, a replay of the annual meeting webcast will be posted at www.virtualshareholdermeeting.com/FSLY2025 and will be available for one year after the date of the annual meeting.

Only stockholders of record at the close of business on the Record Date will be entitled to vote at the annual meeting. On the Record Date, there were 144,686,238 shares of Class A common stock outstanding and entitled to vote at the annual meeting and no shares of Class B common stock outstanding and entitled to vote at the annual meeting.

If on the Record Date your shares were registered directly in your name with our transfer agent, Equiniti Trust Company, LLC, then you are a stockholder of record. As a stockholder of record, you may vote online at the annual meeting or vote by proxy. Whether or not you plan to attend the annual meeting, we urge you to fill out and return the enclosed proxy card or vote by proxy over the telephone or on the internet as instructed below to ensure your vote is counted.

If on the Record Date, your shares were held not in your name, but rather in an account at a brokerage firm, bank or other similar organization, then you are the beneficial owner of shares held in “street name” and the Notice is being forwarded to you by that organization. The organization holding your account is considered to be the stockholder of record for purposes of voting at the annual meeting. As a beneficial owner, you have the right to direct your broker, bank or other agent regarding how to vote the shares in your account. You are also invited to attend the annual meeting. However, since you are not the stockholder of record, you may not vote your shares online at the annual meeting unless you request and obtain a valid proxy from your broker, bank or other agent.

We are conducting the annual meeting virtually for several reasons.

Conducting the annual meeting virtually increases the opportunity for all stockholders to participate and communicate their views to a much wider audience without the added cost, time or planning involved in attending in-person stockholder meetings. Stockholders can submit questions in advance in order to get a better-formulated response.

We will use software that verifies the identity of each participating stockholder and ensures during the question and answer portion of the annual meeting that they are granted the same rights they would have at an in-person meeting. In this way, stockholder rights are not negatively affected. In the event stockholders representing a substantial number of shares of our outstanding common stock communicate a desire for in-person meetings, we will consider a change in our virtual-only meeting practice.

Given these factors, we feel a virtual-only meeting is the right choice for us and our stockholders at this time.

There are three matters scheduled for a vote:

The Board of Directors knows of no other matters that will be presented for consideration at the annual meeting. If any other matters are properly brought before the annual meeting, it is the intention of the persons named in the accompanying proxy to vote on those matters in accordance with their best judgment.

You may either vote “For” all the nominees to the Board of Directors or you may “Withhold” your vote for any nominee you specify. For each of the other matters to be voted on, you may vote “For” or “Against” or abstain from voting.

The procedures for voting are fairly simple:

If you are a stockholder of record, you may vote online during the annual meeting, vote by proxy over the telephone, vote by proxy through the internet, or vote by proxy using a proxy card that you may request. Whether or not you plan to attend the annual meeting, we urge you to vote by proxy to ensure your vote is counted. Even if you have submitted a proxy before the annual meeting, you may still attend online and vote during the annual meeting. In such case, your previously submitted proxy will be disregarded.

If we receive your vote by internet or phone or your signed proxy card up until 11:59 p.m. Eastern Time the day before the annual meeting, we will vote your shares as you direct. To vote, you will need the control number in the Notice, on your proxy card or in the instructions that accompanied the proxy materials.

If you are a beneficial owner of shares registered in the name of your broker, bank or other agent, you should have received a Notice containing voting instructions from that organization, rather than from Fastly. Simply follow the voting instructions in the Notice to ensure that your vote is counted. Alternatively, you may vote by telephone or over the internet as instructed by your broker or bank. To vote online during the webcast of the annual meeting, you must obtain a valid proxy from your broker, bank or other agent. Follow the instructions from your broker, bank or other agent included with these proxy materials, or contact that organization to request a proxy form.

Internet proxy voting may be provided to allow you to vote your shares online, with procedures designed to ensure the authenticity and correctness of your proxy vote instructions. However, please be aware that you must bear any costs associated with your internet access, such as usage charges from internet access providers and telephone companies.

Each holder of Class A common stock will have the right to one vote per share held of Class A common stock as of the Record Date. On the Record Date, no shares of Class B common stock were outstanding and entitled to vote at the annual meeting.

If you are a stockholder of record and do not vote by completing your proxy card, by telephone, or online during the webcast of the annual meeting, your shares will not be voted.

If you return a signed and dated proxy card or otherwise vote without marking voting selections, your shares will be voted, as applicable, “For” the election of the three nominees for director, “For” the ratification of selection by the Audit Committee of the Board of Directors of Deloitte & Touche LLP as our independent registered public accounting firm for our fiscal year ending December 31, 2025, and “For” the approval, on an advisory basis, of the compensation of our Named Executive Officers, as disclosed in this Proxy Statement. If any other matter is properly presented at the annual meeting, your proxyholder (one of the individuals named on your proxy card) will vote your shares using his or her best judgment.

If you are a beneficial owner of shares held in street name and you do not instruct your broker, bank or other agent how to vote your shares, your broker, bank or other agent may still be able to vote your shares in its discretion. In this regard, under the rules of the New York Stock Exchange (“NYSE”), brokers, banks, and other securities intermediaries that are subject to NYSE rules may use their discretion to vote your “uninstructed” shares with respect to matters considered to be “routine” under NYSE rules, but not with respect to “non-routine” matters. In this regard, Proposal 1, the election of directors and Proposal 3, the advisory vote on the compensation of our Named Executive Officers, are considered to be “non-routine” matters under NYSE rules, meaning that your broker may not vote your shares on that proposal in the absence of your voting instructions. However, Proposal 2, the ratification of Deloitte & Touche LLP as our independent registered public accounting firm for our fiscal year ending December 31, 2025, is considered to be a “routine” matter under NYSE rules meaning that if you do not return voting instructions to your broker by its deadline, your shares may be voted by your broker in its discretion on Proposal 2.

If you are a beneficial owner of shares held in street name, in order to ensure your shares are voted in the way you would prefer, you must provide voting instructions to your broker, bank, or other agent by the deadline provided in the materials you receive from your broker, bank or other agent.

We will pay for the entire cost of soliciting proxies. In addition to these proxy materials, our directors and employees may also solicit proxies online, by telephone, or by other means of communication. Directors and employees will not be paid any additional compensation for soliciting proxies. We may also reimburse brokerage firms, banks, and other agents for the cost of forwarding proxy materials to beneficial owners. We have retained Alliance Advisors, LLC to assist in the solicitation of proxies for a fee of approximately $33,000, plus reasonable out-of-pocket expenses.

If you receive more than one Notice, your shares may be registered in more than one name or in different accounts. Please follow the voting instructions on the Notices to ensure that all of your shares are voted.

Yes. You can revoke your proxy at any time before the final vote at the annual meeting. If you are the record holder of your shares, you may revoke your proxy in any one of the following ways:

Your most current proxy card or telephone or internet proxy is the one that is counted.

If your shares are held by your broker, bank or other agent, you should follow the instructions provided by your broker, bank, or other agent.

To be considered for inclusion in next year’s proxy materials, your proposal must be submitted in writing by December 24, 2025 to Fastly, Inc., Attn: Corporate Secretary, 475 Brannan Street, Suite 300, San Francisco, CA 94107.

Our Amended and Restated Bylaws, which were adopted by us in August 2024, require advanced notice of any stockholder proposal for nomination of candidates for election as a director. Any stockholder considering a proposal for nomination of candidates for election as a director should carefully review our Amended and Restated Bylaws, which describe the timing, procedural, and substantive requirements for such proposal. The proposals for director nominations must be submitted in writing, in proper form, and received by our Corporate Secretary at our executive offices located at 475 Brannan Street, Suite 300, San Francisco, CA 94107, not later than March 13, 2026 nor earlier than February 11, 2026; provided that if the date of next year’s annual meeting of stockholders is earlier than May 12, 2026, or later than August 10, 2026, you must give the required notice not earlier than the 120^th day prior to the meeting date and not later than the later of (i) 90^th day prior to the meeting date or (ii) the 10^th day following the day on which public disclosure of that meeting date is first made. In addition, stockholders who intend to solicit proxies in support of director nominees other than the Fastly nominees must also comply with the additional requirements of Rule 14a-19(b). You are also advised to review our Amended and Restated Bylaws, which contain additional requirements about advance notice of stockholder proposals and director nominations.

If you wish to submit a proposal (other than the nomination of candidates for election as a director) at the annual meeting that is not to be included in next year’s proxy materials, your proposal must be submitted in writing, in proper form, and received by our Corporate Secretary at our executive offices located at 475 Brannan Street, Suite 300, San Francisco, CA 94107, not later than March 13, 2026 nor earlier than February 11, 2026; provided that if the date of next year’s annual meeting of stockholders is earlier than May 12, 2026, or later than August 10, 2026, you must give the required notice not earlier than the 120^th day prior to the meeting date and not later than the later of (i) 90^th day prior to the meeting date or (ii) the 10^th day following the day on which public disclosure of that meeting date is first made.

Votes will be counted by the inspector of election appointed for the annual meeting, who will separately count, (a) for the proposal to elect directors, votes “For,” votes “Withheld” and broker non-votes, and (b) with respect to the other proposals, votes “For” and “Against,” abstentions and, if applicable, broker non-votes.

Abstentions will be counted towards the vote total for each of Proposal 2 and Proposal 3 and will have the same effect as “Against” votes. Broker non-votes on each of Proposal 1 and Proposal 3 have no effect and will not be counted towards the vote total. Proposal 2 is considered a “routine” matter. Accordingly, if you hold your shares in street name and do not provide voting instructions to your broker, bank, or other agent that holds your shares, your broker, bank, or other agent has discretionary authority to vote your shares on Proposal 2.

A “broker non-vote” occurs when your broker submits a proxy for the annual meeting with respect to “routine” matters but does not vote on “non-routine” matters because you did not provide voting instructions on these matters. These un-voted shares with respect to the “non-routine” matters are counted as “broker non-votes” and will not be counted towards the vote total. Proposal 1 and Proposal 3 are considered to be “non-routine” matters under NYSE rules and we therefore expect broker non-votes to exist in connection with those proposals.

Proposal 2 is a “routine” matter and we therefore do not expect broker non-votes to exist in connection with this proposal.

As a reminder, if you are a beneficial owner of shares held in street name, in order to ensure your shares are voted in the way you would prefer, you must provide voting instructions to your broker, bank, or other agent by the deadline provided in the materials you receive from your broker, bank or other agent.

A quorum of stockholders is necessary to hold a valid meeting. A quorum will be present if stockholders holding at least a majority of the outstanding voting power of our shares entitled to vote are present at the annual meeting online or represented by proxy.

Your shares will be counted towards the quorum only if you submit a valid proxy (or one is submitted on your behalf by your broker, bank or other nominee) or if you vote online at the annual meeting. Abstentions and broker non-votes will be counted towards the quorum requirement. If there is no quorum, the holders of a majority of shares present at the annual meeting online or represented by proxy may adjourn the annual meeting to another date.

Preliminary voting results will be announced at the annual meeting. In addition, final voting results will be reported on a current report on Form 8-K that we expect to file within four business days after the annual meeting. If final voting results are not available to us in time to file a Form 8-K within four business days after the annual meeting, we intend to file a Form 8-K to publish preliminary results and, within four business days after the final results are known to us, file an amended Form 8-K to publish the final results.

Our Board of Directors has an Audit Committee, a Compensation Committee, and a Nominating and Corporate Governance Committee. The following table provides current membership information and meeting information for 2024 for each of these Board committees:

 

Below is a description of the Audit Committee, Compensation Committee, and Nominating and Corporate Governance Committee of the Board of Directors. The written charters of each committee are available to stockholders on the Investor Relations section of our website at investors.fastly.com.

The material in this report is not “soliciting material,” is not deemed “filed” with the SEC and is not to be incorporated by reference in any filing of Fastly under the Securities Act or the Exchange Act, whether made before or after the date hereof and irrespective of any general incorporation language in any such filing.

The Audit Committee has reviewed the audited financial statements for the year ended December 31, 2024 and met with management of the Company, as well as with representatives of the Company’s independent registered public accounting firm, Deloitte & Touche LLP, to discuss the audited financial statements and management’s assessment and the independent registered public accounting firm’s evaluation of the effectiveness of the Company’s internal control over financial reporting as of December 31, 2024. The Audit Committee has discussed with the independent registered public accounting firm the matters required to be discussed by the applicable requirements of the Public Company Accounting Oversight Board (“PCAOB”) and the SEC. The Audit Committee has also received the written disclosures and the letter from the independent registered public accounting firm required by applicable requirements of the PCAOB regarding the independent accountants’ communications with the Audit Committee concerning independence, and has discussed the accounting firm’s independence with the independent registered public accounting firm. Based on the foregoing, the Audit Committee has recommended to the Board of Directors that the audited financial statements be included in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2024.

Respectfully submitted by the members of the Audit Committee of the Board of Directors:

Mr. Paisley (Chairperson)

Mr. Daniels

Ms. Loop

The material in this report is not “soliciting material,” is not deemed “filed” with the SEC and is not to be incorporated by reference in any filing of Fastly under the Securities Act or the Exchange Act, whether made before or after the date hereof and irrespective of any general incorporation language in any such filing.

Our Compensation Committee has reviewed and discussed the Compensation Discussion and Analysis required by Item 402(b) of Regulation S-K and contained within this Proxy Statement with management and, based on such review and discussions, our Compensation Committee recommended to our Board of Directors that the Compensation Discussion and Analysis be included in this Proxy Statement and incorporated into our Annual Report on Form 10-K for the year ended December 31, 2024.

Respectfully submitted by the members of the Compensation Committee of the Board of Directors:

Mr. Meyers (Chairperson)

Ms. Álvarez

Mr. Hornik

The Board of Directors regularly assesses the backgrounds, skills, experiences, and perspectives of its members and nominees as part of its annual evaluation process. Our Board of Directors believes that our directors represent a diverse and broad range of attributes, qualifications, experiences, and skills to provide an effective mix of viewpoints and knowledge. The metrics of our Board of Directors are highlighted in the following graphic.

The matrix below provides information regarding our directors’ knowledge, skills, and experiences based on their service as a director or current and past business experience. These skills, among other factors, caused our Board to determine that the person should serve as a member of our Board of Directors. The matrix does not encompass all the knowledge, skills, and experiences of our directors, and the fact that we do not list a particular item does not mean that a director does not possess it. In addition, the absence of a particular knowledge, skill, or experience with respect to a director does not mean the director is unable to contribute to the decision-making process in that area. The type and degree of knowledge, skill, and experience listed below may vary among the directors.

The following table sets forth certain information regarding the ownership of our common stock as of March 15, 2025 (or as of the date otherwise indicated below), by: (i) all those known by us to be beneficial owners of more than five percent of our common stock; (ii) each of our Named Executive Officers listed in the 2024 Summary Compensation Table below; (iii) each director and nominee for director; and (iv) all of our executive officers and directors as a group.

Applicable percentages are based on 144,540,278 shares of common stock outstanding on March 15, 2025. We have determined beneficial ownership in accordance with the rules of the SEC. These rules generally attribute beneficial ownership of securities to persons who possess sole or shared voting power or investment power with respect to those securities. In addition, the rules include shares of capital stock issuable pursuant to the exercise of stock options or warrants that are either immediately exercisable or exercisable on or before May 14, 2025, which is 60 days after March 15, 2025. These shares are deemed to be outstanding and beneficially owned by the person holding those options or warrants for the purpose of computing the percentage ownership of that person, but they are not treated as outstanding for the purpose of computing the percentage ownership of any other person. Unless otherwise indicated, the persons or entities identified in this table have sole voting and investment power with respect to all shares shown as beneficially owned by them, subject to applicable community property laws.

The information contained in the following table is not necessarily indicative of beneficial ownership for any other purpose, and the inclusion of any shares in the table does not constitute an admission of beneficial ownership of those shares. Except as otherwise noted below, the address for persons listed in the table is c/o Fastly, Inc., 475 Brannan Street, Suite 300, San Francisco, California, 94107.

The following table sets forth certain information with respect to our executive officers as of March 15, 2025.

Below are the biographies of our current executive officers, other than Mr. Bergman and Mr. Nightingale, whose biographies appear above under “Proposal 1 - Election of Directors.”

In calendar year 2024, stockholders were provided with the opportunity to cast a non-binding advisory vote (a “say-on-pay” proposal) on the compensation of our Named Executive Officers for fiscal 2023. Our stockholders approved this say-on-pay proposal with a low margin of support, with 51.6% of votes in favor of our executive compensation program (excluding broker non-votes). This was the second consecutive year of a lower say-on-pay vote following the 47.1% support in 2023 covering compensation actions for our Named Executive Officers for fiscal 2022. The Compensation Committee and our full Board of Directors takes this say-on-pay vote outcome seriously and values the feedback from stockholders. Similar to the process used in late 2023, to better understand this vote result and stockholder concerns, the Compensation Committee continued stockholder outreach in early 2024 and throughout the year to solicit feedback to ensure that we received insight into the issues that were most important to our stockholders, including corporate governance practices. These engagement sessions were instructive and we expect to continue to engage with our stockholders as we evolve our compensation and governance.

In late 2023, we contacted 30 of our institutional stockholders representing an aggregate of approximately 45% of our outstanding common stock and met with institutional stockholders representing an aggregate of approximately 28% of our outstanding common stock. The discussions were led by the chair of our Board of Directors David Hornik, and the chair of the Compensation Committee, Charles Meyers, both independent directors of the Company, with members of management, and Aida Álvarez, the chair of the Nominating and Corporate Governance Committee, available to support the discussions. The team met with governance professionals from passive funds as well as investment professionals from active funds. During 2024, we continued our engagement with our institutional stockholders.

Over the course of these meetings with our institutional stockholders, we received valuable feedback on our executive compensation and governance program, policies, and practices. The feedback during 2024 was consistent with the themes heard in 2023 which were anchored around the two main design elements described further below.

In mid-2024 through early 2025, the Compensation Committee met multiple times and worked with their independent consultant to review this feedback and consider how to incorporate it into the 2025 compensation programs while also recognizing (a) the existing metrics in the incentive programs for 2024 (revenue and

adjusted EBITDA margin) remain critical drivers for the business and (b) the company faces significant challenges in being able to forecast long-term goals in a volatile operating environment. The table below summarizes the combination of actions taken in both 2024 and in early 2025 to respond to stockholder feedback:​​

For the fiscal year ended December 31, 2024, taking into account the result of the advisory say-on-frequency vote held at the 2021 annual meeting of stockholders, we will again be conducting an annual advisory say-on-pay vote as described further in Proposal 3 of this Proxy Statement. Although this is a non-binding advisory vote, we value the opinions of our stockholders. Our Board of Directors and our Compensation Committee will consider the outcome of the say-on-pay advisory vote, in addition to other relevant stockholder feedback that may be received, when making compensation decisions for our Named Executive Officers. For more information on the say-on-pay vote, please review Proposal 3 set forth earlier in this Proxy Statement.

Our Compensation Committee believes that executive compensation should be linked to our overall financial performance, strategic success, and stockholder returns. Our Compensation Committee evaluates our compensation philosophy and executive compensation program annually to ensure that our program remains competitive relative to our market for executive talent and aligned with our strategic objectives. By delivering compensation in a mix of fixed and variable pay, including long-term vesting equity awards, we seek to align the incentives of our Named Executive Officers with achievement of our long-term business objectives and financial performance that drives sustained stockholder value creation.

To support our long-term objectives and reinforce a strong pay-for-performance culture, a majority of the target total direct compensation for our Named Executive Officers is awarded in the form of equity. Our Named Executive Officers are eligible to receive RSUs and PSUs based on their individual contributions and performance during each fiscal year. Our Compensation Committee believes that this emphasis on equity rather than cash incentives tied to short-term objectives is an effective approach for reinforcing our objective of long-term stockholder value creation.

We also offer our Named Executive Officers standard health and welfare benefits and retirement plan benefits that are generally available to our other employees, including medical, dental, vision, life and disability insurance and, for United States salaried employees, participation in our 401(k) plan. Our Named Executive Officers may also participate in our 2019 Employee Stock Purchase Plan (“ESPP”) on the same basis as our other employees. Certain of our Named Executive Officers were also eligible to participate in our 2024 Bonus Program (the “2024 Bonus Program”) on the same basis as our other employees.

For 2024, the material elements of our executive compensation program were:

Adjustments to a Named Executive Officer’s compensation made in connection with the Compensation Committee’s annual review generally occur in the first quarter of the fiscal year. Equity awards for our Named Executive Officers are typically granted during the first quarter of the fiscal year.

The Compensation Committee views these changes as part of an ongoing evolution in our compensation programs that aligns with the growth and maturity of our business. The Compensation Committee will continue to monitor our programs in the context of evolving market practice and our compensation objectives to ensure that we continue to attract and motivate talented executives who can support our growth and long-term stockholder value creation.

Consistent with our philosophy of aligning executive pay with the short-term and long-term performance of the Company, and to align the interests of management and stockholders, our compensation program is designed to provide the majority of executive compensation in the form of variable pay for which the ultimate value realized is based on the Company’s performance. Our Compensation Committee thoughtfully employs the primary compensation elements described in the previous table to achieve these objectives. In fiscal year 2024, our reliance on performance-based cash and equity incentives, and time-based RSUs resulted in a majority of the target total direct compensation for our Named Executive Officers delivered in variable pay, subject to variability in realized pay based on changes in our financial performance and/or stockholder returns, as illustrated below.

During 2024 and in early 2025 with support from its independent consultants, the Compensation Committee undertook a comprehensive review of our approach to executive compensation after engaging with stockholders as described above under “2024 “Say-on-Pay” Advisory Stockholder Vote on Executive Compensation & Stockholder Engagement”. In addition to stockholder feedback, this review incorporated market perspective from our peer group as well as consideration given to our compensation objectives and desired emphasis on variable compensation to support our pay-for-performance culture.

Following this review, the Compensation Committee approved changes to the compensation program for our Named Executive Officers applicable in fiscal 2025. Key changes include (a) introducing a new PSU component (“rTSR PSUs”) based on relative total stockholder return compared to the Russell 2000 Index and (b) adjusting the mix of LTI to enhance the performance orientation for non-CEO Named Executive Officers to 40% of their LTI (up from 30%) and ensuring our CEO remains at 50% performance-based LTI. For 2025, our CEO’s equity award consisted of 15% rTSR PSUs measured over three years, 35% PSUs based on revenue and non-GAAP operating loss targets measured over one year, and 50% time-based RSUs. The award for our non-CEO Named Executive Officers consisted of 15% rTSR PSUs measured over three years, 25% PSUs based on revenue and non-GAAP operating loss measured over one year, and 60% time-based RSUs. We believe that this combination of a new longer-term rTSR PSU vehicle and enhanced non-CEO Named Executive Officer mix reinforces our pay-for-performance philosophy while balancing against the current market dynamics in setting longer-term performance goals. The percentage of performance-based LTI is based on the intended target value of the PSUs granted.

As part of its annual compensation review process, the Compensation Committee generally reviews competitive market data for positions comparable to those of our Named Executive Officers and other key executive officers. In August 2023, the Compensation Committee, with support from Semler Brossy, reviewed our executive compensation peer group. In selecting companies for inclusion in our peer group, the Compensation Committee generally seeks to include U.S. headquartered, competitors and cloud-based enterprise and security software companies with between approximately 33% to 300% of our revenue and 33% to 300% of our market capitalization. At the time of the analysis, the resulting compensation peer group had median trailing four-quarter revenues of approximately $545 million and a 30-day average market capitalization as of July 31, 2023 of approximately $2.9 billion compared to our trailing four-quarter revenues of $468 million (positioned at the 35th percentile) and a 30-day average market capitalization of $2.2 billion (positioned at the 35^th percentile). For making 2024 compensation decisions, the Compensation Committee reviewed market data from the following compensation peer group, which incorporates removing four companies (A10 Networks, Inc., Domo, Inc., Momentive Global, and Sumo Logic) and adding two companies (DigitalOcean Holdings, Inc., Five9 Inc.). Momentive Global and Sumo Logic, Inc. were acquired while A10 Networks, Inc. and Domo, Inc. were less relevant business comparators moving forward. DigitalOcean Holdings, Inc. and Five9 Inc. fell within the Compensation Committee’s selection criteria and were also more size appropriate with strong overlap among other peer companies.

The Compensation Committee evaluates the compensation peer group annually and modifies the peer group as needed. Given that not all of the peer companies report data for a position comparable to each of our executive officers, the Compensation Committee also reviewed market data from the Radford Global Technology survey.

Our Compensation Committee utilizes market data as one reference point along with various other factors, such as the individual’s performance, experience, and competitive market conditions in making compensation decisions. As such, the Compensation Committee does not commit to setting our executive pay levels at any particular percentile of the compensation peer group.

To assess the competitiveness of our total direct compensation, the Compensation Committee references the total direct compensation at companies in our compensation peer group.

However, the Compensation Committee does not specifically benchmark the compensation of any individual to a precise percentile within this general percentile range. In addition, the Compensation Committee does not have a set formula by which it determines how much of the Named Executive Officer’s compensation is fixed (i.e., base salary) rather than variable.

Base salary is the primary fixed component of our executive compensation program. Base salaries for our executive officers are generally reviewed annually, with any changes in base salary generally effective on April 1. None of our Named Executive Officers received increases in base salary in 2024, and in 2023 and 2024, the base salaries for our Named Executive Officers were as follows:

During fiscal year 2024, Messrs. Nightingale, Bergman, and Kisling, were eligible to earn annual incentives under our 2024 Bonus Program to encourage the achievement of corporate objectives and reinforce our pay-for-performance culture.

In March 2024, our Compensation Committee approved target bonus amounts for Messrs. Bergman, Kisling, and Nightingale to be paid out in fully vested RSUs. The table below reflects the target dollar amount (“Target Bonus”) to be paid out in the form of fully vested RSUs eligible to be earned by each of Messrs. Nightingale, Bergman, and Kisling.

The 2024 Bonus Program was based on our level of revenue achievement and a non-GAAP operating loss as a percentage of revenue goal for the year, with revenue weighted 66.7% and non-GAAP operating loss as a percentage of revenue weighted 33.3% (See Appendix A for a reconciliation of non-GAAP operating loss). The Compensation Committee believes that revenue and non-GAAP operating loss as a percentage of revenue goals were appropriate measures given our emphasis on growth and the importance of revenue growth and reduction of operating expenses as a driver of our overall financial performance. The target revenue achievement goal was increased (up from $519M in 2023) to represent a 13.4% year over year growth rate. In March 2024, the Compensation Committee approved the following threshold, target and maximum performance goals that were used to determine the payouts, with achievement between threshold, target and maximum payout to be determined linearly (“2024 Objectives”):

In February 2025, our Compensation Committee determined that, based on our actual achievement of the 2024 Objectives, the Company did not meet the threshold of its revenue target and achieved -5.0% (between threshold and target) of its non-GAAP operating loss as a percentage of revenue target. After applying a 66.7% weighting to the revenue payout factor of 0%, and a 33.3% weighting to the non-GAAP operating loss as a percentage of revenue payout factor of 75.0%, Messrs. Bergman, Kisling, and Nightingale were eligible to receive 25.0% of their Target Bonus.

As a high-growth company in a dynamic market sector, we believe that stock awards with multi-year vesting are an effective tool for motivating our Named Executive Officers to drive long-term stockholder value. A majority of the target total direct compensation opportunity provided to our Named Executive Officers, was awarded in RSUs with multi-year vesting requirements or PSUs tied to the achievement of certain corporate objectives. This program reflects the Compensation Committee’s goal of maintaining strong alignment between pay and performance for our most senior leaders.

As further described in “Employment Arrangements–Artur Bergman” below, beginning in 2024, Mr. Bergman may make an election to receive his annual equity refresh in the form of (i) a stock option grant and (ii) RSUs on the same terms as generally applicable to other senior Fastly executives for such year.

In March 2024, we granted annual long-term incentive equity awards with multi-year vesting requirements to incentivize and reward our Named Executive Officers for long-term corporate performance. The annual equity awards granted to our Named Executive Officers were determined by our Compensation Committee after reviewing data from competitive market analyses prepared by Semler Brossy. In addition, our Compensation Committee considers the input of our CEO regarding the individual performance and pay levels for his direct reports.

For fiscal 2024 annual grants, approximately 30% of the target annual equity value awarded to Messrs. Bergman and Kisling was granted in the form of PSUs. The remaining 70% of the target annual equity value was granted in the form of time-vesting RSUs. Mr. Nightingale was granted approximately 60% of the target annual equity value in the form of PSUs, and the remaining 40% in the form of time-vesting RSUs. The target dollar value of annual equity approved by the Compensation Committee for Messrs. Bergman, Kisling, and Nightingale, was converted into a number of RSUs and PSUs based on the average of closing share price of our common stock for the 30 calendar days prior to March 14, 2024, as further described below. The target values of the fiscal 2024 annual grants differ from the grant date fair value of the equity awards determined for accounting purposes. The grant date fair value of the equity awards is reported in the table below, in our 2024 Summary Compensation Table, and in the 2024 Grants of Plan-Based Awards Table.

As indicated above, in March 2024, we made our annual equity grants to all Named Executive Officers except Mr. Lovett, who was not employed by us at the time. His initial equity compensation is described separately below.

Time-based vesting RSUs represent the majority of the compensation awarded to our Named Executive Officers, except for Mr. Nightingale, in 2024. The annual RSUs described in the table above were finalized in March 2024, and determined by establishing a target value based on competitive market data for companies in our peer group and the competitive market for talent. The Compensation Committee assigned Messrs. Bergman and Nightingale’s grants a 4 year vesting schedule to align with the longer-term focus expected with their role. The target value established by the Compensation Committee was approved based on the average share price of our common stock for the 30 calendar days prior to March 14, 2024, the expected grant approval date. These target values differ from the grant date fair value of the equity awards determined for accounting purposes. The grant date fair value of the equity awards is reported below in our 2024 Summary Compensation Table and 2024 Grants of Plan-Based Awards Table. The time-based vesting RSUs granted to Mr. Kisling has a vesting schedule such that 1/12^th of the RSUs vested on May 15, 2024 and the remainder vest in 11 quarterly installments thereafter, for a total 36 month vesting period. The time-based RSUs granted to Messrs. Bergman and Nightingale have a vesting schedule such that 1/16^th of the RSUs vested on May 15, 2024 and the remainder vest in 15 equal quarterly installments thereafter, for a total of a 48 month vesting period.

In March 2024, our Compensation Committee approved the grant of PSUs for Messrs. Bergman, Kisling, and Nightingale. The target value of PSUs reflected 30% of the total long-term incentive target value for Messrs. Bergman and Kisling, and 60% of the total long-term incentive target value for Mr. Nightingale, taking into consideration competitive market data for companies in our peer group and the competitive market for talent. The target value established by the Compensation Committee was approved based on the average share price of our common stock for the 30 calendar days prior to March 14, 2024, the expected grant approval date. This target value differs from the grant date fair value of the equity awards determined for accounting purposes. The grant date fair value of the equity awards is reported below in our 2024 Summary Compensation Table and 2024 Grants of Plan-Based Awards Table. The table above reflects the target number of shares eligible to be earned by each of Messrs. Bergman, Kisling, and Nightingale, with the maximum payout being equal to 150% of target.

The Compensation Committee approved the 2024 Objectives, with achievement between threshold, target and maximum payout to be determined linearly. The number of PSUs certified as earned by the Compensation Committee is referred to as the “Actual Award.” The Actual Award vested as to 33% of the PSUs subject thereto on February 26, 2025, and will vest as to 8.375% of the PSUs subject thereto in equal quarterly installments

thereafter (occurring in May, August, November, and February), with each quarterly vesting date occurring on the same day of the month as the Certification Date (or, if there is no corresponding day of the month, the last day of the month), in each case, subject to the individual’s continuous service through each applicable vesting date.

In February 2025, our Compensation Committee determined that based on our actual achievement of the 2024 Objectives, the Company did not meet the threshold of its revenue target and achieved -5.0% (between target and maximum) of its non-GAAP operating loss as a percentage of revenue target (See Appendix A for a reconciliation of non-GAAP operating loss). After applying a 66.7% weighting to the revenue payout factor of 0%, and a 33.3% weighting to the non-GAAP operating loss as a percentage of revenue payout factor of 75.0%, Messrs. Bergman’s, Kisling’s, and Nightingale’s 2024 Actual Award is 25.0% of the PSUs at Target.

On May 28, 2024 we announced that Mr. Lovett would begin serving as our Chief Revenue Officer, effective June 3, 2024.

In designing Mr. Lovett’s compensation package, our Compensation Committee, advised by Semler Brossy, sought to deliver a competitive level of compensation that aligns with our desired culture and objectives. Our Compensation Committee reviewed, with input from Semler Brossy, market data among companies in our compensation peer group as well as new-hire equity compensation among recently hired Chief Revenue Officers of comparable public companies. In addition to market data, our Compensation Committee considered the highly competitive market for a talented, experienced technology executive, the relevance of Mr. Lovett’s experience and capabilities, and the fact that he would not receive another equity grant until 2025 due to his start date and our usual equity grant cadence.

Based on these considerations, on May 14, 2024, the Compensation Committee approved Mr. Lovett’s offer letter, including an equity grant with a $9,000,000 target value in connection with his hiring. Subsequently, consistent with our company-wide new hire grant process, in July 2024, the Compensation Committee approved a grant of time-based vesting RSUs (“Lovett New Hire Grant”), with the number of RSUs determined using the average closing price of our common stock during the month of June, the month of Mr. Lovett’s start date. The Lovett New Hire Grant has a vesting schedule such that 1/4^th of the RSUs will vest on June 15, 2025, and the remainder vest in 12 equal quarterly installments thereafter, for a total of a 4 year vesting period. The grant date fair value of the equity awards is reported below in our 2024 Summary Compensation Table and 2024 Grants of Plan-Based Awards Table.

Our Board adopted mandatory stock ownership guidelines for our CEO, other executive officers and non-employee directors (together, “Guideline Participants”). These guidelines are intended to align the interests of our Guideline Participants with those of our stockholders by requiring them to acquire and maintain a meaningful equity stake in the Company.

In February 2024, our Compensation Committee introduced more robust stock ownership guidelines for our Named Executive Officers, requiring the CEO to hold 6x his annual base salary (up from 3x), and other executive officers to hold 3x their annual base salary (up from 1x).

These guidelines are based on the individual holding shares of our common stock with a value equal to a multiple of his or her annual base salary or annual cash retainer, as follows:

For purposes of this calculation, stock ownership includes (i) shares of common stock owned directly, including restricted shares and shares deliverable upon settlement of restricted or unrestricted stock units, including restricted or unrestricted stock units that have not yet vested and are subject only to time-based vesting, and excluding restricted shares or restricted stock units that remain subject to achievement of performance goals, such as performance share units and (ii) shares of our common stock owned indirectly if the Guideline Participant has an economic interest in the shares (which includes shares beneficially owned for purposes of the Exchange Act). Stock ownership does not include shares underlying stock options or otherwise subject to a right to acquire, except to the extent expressly provided in the guidelines.

Each Guideline Participant must satisfy the required level of stock ownership under the guidelines by the fifth anniversary of the date such Guideline Participant became subject to the guidelines.