Ben Verwaayen
AKAMAI TECHNOLOGIESAbout Ben Verwaayen
Independent director at Akamai since 2013 (age 72), currently Chair of the ESG Committee and a member of the TL&C (Compensation) Committee. He is General Partner at Keen Venture Partners (since 2017) and was CEO of Alcatel‑Lucent (2008–2013). Other current boards include Renewi plc (LSE) and Ofcom, the UK’s regulatory and competition authority for broadcasting, telecoms and postal services. Akamai highlights his international perspective, prior CEO experience, telecom industry expertise, and understanding of executive compensation as core credentials .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Alcatel‑Lucent | Chief Executive Officer | 2008–2013 | CEO experience cited as providing guidance on management, leadership and operational issues |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Keen Venture Partners | General Partner | Since 2017 | Venture capital; brings exposure to innovation ecosystems |
| Renewi plc | Director | Current | Waste‑to‑product public company (UK) |
| Ofcom (UK) | Board member | Current | UK regulatory and competition authority for broadcasting, telecoms and postal industries |
Board Governance
- Committee assignments (as of Mar 1, 2025): ESG Committee Chair; TL&C Committee member. All four standing committees are composed entirely of independent directors per Nasdaq and SEC rules .
- Attendance: Board met 7 times in 2024; each incumbent director attended >75% of aggregate Board and committee meetings; all directors attended the 2024 annual meeting .
- Independence: The Board determined all directors other than CEO Tom Leighton are independent under Nasdaq Rule 5605(a)(2) (includes Mr. Verwaayen) .
- Committee activity levels: ESG Committee held 5 meetings; Audit held 9 meetings in 2024 (context for workload and engagement) .
Fixed Compensation (Non‑Employee Director Program)
| Component | Amount | Structure/Timing | Notes |
|---|---|---|---|
| Annual retainer (base) | $350,000 | $75,000 cash + $275,000 DSUs, generally at the annual meeting | DSUs vest in full on the first anniversary; distribution may be deferred up to 10 years . |
| Committee Chair fee (ESG) | $35,000 | $5,000 cash + $30,000 DSUs | ESG Chair fee increased by $5,000 in 2024 following Meridian benchmarking . |
| FY2024 actual – Cash (Ben Verwaayen) | $80,000 | Annual | Includes $75,000 base + $5,000 ESG Chair cash . |
| FY2024 actual – Stock Awards (Ben Verwaayen) | $304,939 | DSUs granted May 10, 2024 | Grant date fair value per ASC 718; DSUs unvested at 12/31/24 = 3,344 units . |
| FY2024 actual – Total (Ben Verwaayen) | $384,939 | Cash + DSUs | Sum of components above . |
Performance Compensation (Director Equity)
| Instrument | Performance Metrics | Vesting | Acceleration/Deferral |
|---|---|---|---|
| DSUs (Director grants) | None (time‑based; no TSR/financial metrics for directors) | 100% on first anniversary of grant | If ≥1 year of Board service, 100% vesting accelerates at departure; distribution may be deferred up to 10 years . |
No stock options or performance share metrics are disclosed for non‑employee directors; compensation is majority equity via time‑based DSUs .
Other Directorships & Interlocks
| Company/Body | Type | Role | Interlocks/Notes |
|---|---|---|---|
| Renewi plc | Public company | Director | Listed by Akamai as other current board; no interlock concerns disclosed . |
| Ofcom (UK) | Regulator | Board member | Public authority; no related‑party transactions disclosed . |
- Compensation committee interlocks: TL&C members in 2024 (including Mr. Verwaayen) had no relationships requiring Item 404 disclosure; none were officers/employees; no cross‑comp committee interlocks with other issuers .
Expertise & Qualifications
- International market perspective; telecom industry knowledge (carrier strategy, network relationships); prior CEO experience (Alcatel‑Lucent); understanding of executive compensation and international issues .
Equity Ownership
| Item | Detail |
|---|---|
| Beneficial ownership (2/25/2025) | 18,224 shares; <1% of outstanding . |
| Unvested DSUs (12/31/2024) | 3,344 DSUs . |
| Ownership guidelines (Directors) | 5x base annual cash retainer; directors have 3 years to comply; vested but undistributed DSUs count; unvested DSUs do not . |
| Compliance status | All directors currently in compliance (includes Mr. Verwaayen) . |
| Hedging/Pledging | Prohibited for directors; may not pledge Akamai securities as loan collateral . |
Governance Assessment
-
Strengths
- Independent, long‑tenured director with deep operating experience; ESG Committee Chair and TL&C member positions him at the center of board composition, governance, sustainability oversight, and pay‑for‑performance oversight .
- Strong engagement signals: >75% attendance with an active ESG calendar (5 meetings) and a Board that held 7 meetings in 2024; all‑director attendance at annual meeting .
- Pay structure alignment: Majority of director pay in equity (DSUs) with one‑year vesting; ESG Chair premium calibrated to peers after independent consultant review (Meridian), suggesting market‑based, transparent governance .
- Alignment safeguards: Robust ownership guidelines (5x cash retainer), compliance affirmed; strict anti‑hedging/anti‑pledging policy for directors .
-
Potential Risks/Watch‑Items
- External roles at a UK public company (Renewi plc) and at Ofcom (regulator) create broad networks; no Item 404 related‑party dealings disclosed for TL&C members in 2024, but continued monitoring for related‑party or commercial overlaps remains prudent .
- As a venture GP (Keen Venture Partners), potential for portfolio overlap exists in theory; no related‑party transactions disclosed by Akamai; continue to monitor proxy disclosures annually .
-
Red Flags
- None disclosed: No attendance shortfalls, no related‑party transactions, no hedging/pledging, and no compensation committee interlocks reported for 2024 .