Dan Hesse
AKAMAI TECHNOLOGIESAbout Dan Hesse
Dan Hesse (age 71) is Akamai’s independent Chair of the Board, serving as a director since 2016 and Chair since June 2021. He is the former President and CEO of Sprint Corporation (Dec 2007–Aug 2014), bringing large-cap operating experience and deep telecommunications insight to Akamai’s strategy and CEO oversight. The Board describes his qualifications as including CEO leadership, governance acumen, and industry expertise relevant to Akamai’s transformation and risk oversight .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Sprint Corporation | President & CEO | Dec 2007 – Aug 2014 | Led a large, complex technology company; experience informs Akamai’s leadership, operations, and governance deliberations |
External Roles
| Organization | Role | Status | Notes |
|---|---|---|---|
| PNC Financial Services Group, Inc. | Director | Current | Current public company directorship |
| Tech and Energy Transition Corporation | Director | Prior (SPAC dissolved) | Prior public company board within last five years |
Board Governance
- Independent Chair of the Board since June 2021; sets agendas with management, chairs Board and independent director sessions, leads CEO performance and succession discussions, and led the 2022–2024 board evaluation processes .
- Committee assignments: Talent, Leadership & Compensation (TL&C) Committee member; Environmental, Social & Governance (ESG) Committee member .
- Independence: The Board determined all directors other than the CEO are independent under Nasdaq rules; Hesse is independent .
- Attendance and engagement: The Board met seven times in 2024; each incumbent director attended >75% of Board and applicable committee meetings; all directors attended the 2024 annual meeting. Independent directors meet separately at each Board meeting, with feedback to management led by the Chair .
- Committee activity: TL&C Committee held 8 meetings in 2024; ESG Committee held 5 meetings in 2024 .
- Board refreshment: On July 7, 2025, Akamai added two directors (Janaki Akella and Bas Burger), with Hesse emphasizing strategic fit in the press release—evidence of active refreshment under his chairmanship .
Fixed Compensation
| Component | Amount | Structure/Notes |
|---|---|---|
| Cash retainer (2024 actual) | $100,000 | Paid in arrears for service year; reflects $75,000 base cash retainer plus $25,000 Chair cash portion under plan |
| Plan design – cash | $75,000 (base director) + $25,000 (Chair increment) | Non-employee directors: $75,000 cash; Board Chair: +$25,000 cash |
Performance Compensation
| Instrument | 2024 Grant Value | Grant Date | Vesting | Performance Metrics |
|---|---|---|---|---|
| Deferred Stock Units (DSUs) – annual director grant | $274,938 (Hesse 2024 stock award total includes Chair DSUs; see below) | May 10, 2024 | DSUs vest in full on first anniversary; directors may defer distribution up to 10 years; acceleration if director departs after ≥1 year of service | None (time-based) |
| Additional DSUs for Board Chair | Included in Hesse’s $349,987 total stock awards for 2024 | May 10, 2024 | Same DSU vesting as above | None (time-based) |
Director compensation earned in 2024 (for service as director):
- Dan Hesse: Fees earned $100,000; Stock awards $349,987; Total $449,987 .
- Under the non-employee director plan, annual compensation is $350,000 per director ($75,000 cash + $275,000 DSUs), plus an additional $100,000 for the Board Chair ($25,000 cash + $75,000 DSUs). Committee Chairs receive $35,000 ($5,000 cash + $30,000 DSUs). DSUs are granted on the date of the annual meeting and vest after one year; distribution may be deferred up to ten years .
Other Directorships & Interlocks
| Company | Overlap/Interlock | Potential Conflict |
|---|---|---|
| PNC Financial Services Group, Inc. | Current directorship | No related-party transactions disclosed involving Hesse; Board found no relationships requiring disclosure under Item 404 for TL&C members; Akamai reported no related-party transactions in 2024 |
| Tech and Energy Transition Corporation | Prior directorship (SPAC; dissolved) | Not applicable |
Expertise & Qualifications
- CEO leadership, governance, and operational experience from leading Sprint; provides guidance on leadership, management, and operational issues .
- Deep telecom/mobile industry insight relevant to Akamai’s strategy and market discussions .
- Independent Chair responsibilities include agenda-setting, leading executive sessions, CEO evaluation, and succession oversight, reinforcing board effectiveness .
Equity Ownership
| Metric | Value | Notes |
|---|---|---|
| Beneficial ownership (common shares) | 18,387 | As of Feb 25, 2025; <1% of outstanding shares |
| Company shares outstanding | 150,387,475 | As of Feb 25, 2025 |
| Ownership as % of shares outstanding | ~0.012% | Calculated from 18,387 / 150,387,475; both figures as disclosed |
| Unvested DSUs held (12/31/2024) | 3,838 | Unvested DSUs at year-end 2024 |
| Director stock ownership guideline | 5× base annual cash retainer | Applies to non-employee directors; DSUs count only when vested but undistributed |
| Compliance status | All directors in compliance | As of latest proxy |
Governance Assessment
- Strengths: Independent Chair structure with clear separation from CEO; robust independent director sessions and CEO/succession oversight; strong attendance; active refreshment (2025 additions); no related-party transactions; anti-hedging and anti-pledging policy for directors; pay structure emphasizes equity alignment via DSUs; say-on-pay support remained high (≈92% in 2024; 88% in 2023), indicating investor confidence in compensation oversight .
- Compensation and alignment: 2024 director pay mix skewed to equity (DSUs) with clear, time-based vesting and Chair premium aligned with higher workload; ownership guideline at 5× base cash retainer and compliance reported for all directors support “skin in the game” .
- Conflicts/interlocks: TL&C members (including Hesse) had no interlocks; no Item 404 related-party transactions disclosed in 2024. No pledging allowed; hedging prohibited, mitigating alignment risks .
- RED FLAGS: None disclosed—no low attendance, no related-party transactions, no hedging/pledging, no option repricing. Continued monitoring warranted on multi-board commitments generally, but current disclosures show no flagged conflicts for Hesse .
Additional context on Board engagement and refreshment: On July 8, 2025, Akamai added two directors, with Chair Dan Hesse highlighting their relevance to cybersecurity, cloud, and AI—signaling ongoing refreshment and alignment with strategy .