Jonathan Miller
AKAMAI TECHNOLOGIESAbout Jonathan Miller
Jonathan Miller, age 68, has served on Akamai’s Board since 2015 and is an independent director. He is CEO of Integrated Media Co. (since Feb 2018) and an advisor (and former partner) at Advancit Capital, bringing deep digital media and internet operating/investing experience to Akamai. On the Board, he serves on the Talent, Leadership & Compensation (TL&C) Committee and the Environmental, Social & Governance (ESG) Committee; he is not a committee chair .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Integrated Media Co. | Chief Executive Officer | Feb 2018–present | Media/tech investment leadership; digital media strategy expertise |
| Advancit Capital | Advisor (since 2018); previously Partner (2013–2018) | 2013–present | Early-stage media/tech investing; emerging trends insight |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Interpublic Group of Companies | Director | Current | Public company directorship |
| Lee Enterprises, Incorporated | Director | Current | Public company directorship |
| AMC Networks Inc. | Director | Prior 5 years | Former public board role |
| Nielsen Holdings plc | Director | Prior 5 years | Company acquired Oct 2022 |
| Ziff Davis, Inc. (formerly J2 Global) | Director | Prior 5 years | Former public board role |
Board Governance
- Independence: Board determined all directors other than the CEO are independent; this includes Miller .
- Committees: TL&C Committee member; ESG Committee member (non-chair) . The TL&C Committee met 8 times in 2024; the ESG Committee met 5 times in 2024 .
- Attendance: The Board held 7 meetings in 2024; each director attended >75% of Board and committee meetings on which they served. All directors then in office attended the 2024 annual meeting .
- Board leadership: Independent Chair (Dan Hesse) separates Chair/CEO roles; independent director sessions occur as part of each Board meeting .
Fixed Compensation
| Component | 2024 Amount | Details |
|---|---|---|
| Annual cash retainer | $75,000 | Standard non-employee director cash retainer |
| Equity retainer (DSUs) | $274,938 | Granted May 10, 2024; DSUs vest in full on first anniversary; directors may defer distribution up to 10 years |
| Total 2024 director compensation | $349,938 | Sum of cash + equity |
| Committee chair fees | $0 | Not a committee chair (chair fees are $35,000 split $5,000 cash/$30,000 DSUs) |
Akamai’s non-employee director plan targets $350,000 per director annually (approx. $75k cash, $275k DSUs), with additional retainers for the Board Chair and committee chairs; DSUs vest after one year and may accelerate upon departure after one year of service .
Performance Compensation
| Metric linkage to director pay | Structure | 2024 Outcome |
|---|---|---|
| None (directors) | Director equity is time-based DSUs, not performance-based; no annual performance metrics apply to director compensation | N/A |
Note: Performance metrics (revenue, non-GAAP OI/EPS, TSR) apply to executives, not to non-employee directors. Say-on-pay support in 2024 was ~92%, indicating broad investor alignment on compensation design .
Other Directorships & Interlocks
- Current public boards: Interpublic Group; Lee Enterprises .
- Prior 5-year public boards: AMC Networks; Nielsen Holdings plc (acquired Oct 2022); Ziff Davis, Inc. .
- Compensation committee interlocks: None. TL&C Committee members (including Miller) had no relationships requiring disclosure under Item 404, and there were no interlocking relationships with other companies’ compensation committees in 2024 .
- Related-party transactions: None for Akamai in 2024 under Item 404; conflicts are governed by Code of Ethics and Audit Committee review processes .
Expertise & Qualifications
- Digital media and internet operating/investing expertise as CEO (Integrated Media Co.) and advisor/partner (Advancit Capital), providing insight into the needs of media customers and the evolution of digital media—key to Akamai’s customer base and strategy .
- Early-stage media/technology investing exposure gives the Board visibility into emerging trends that could shape Akamai’s markets .
Equity Ownership
| Item | Detail |
|---|---|
| Beneficial ownership | 30,791 shares; <1% of outstanding |
| Unvested DSUs (12/31/2024) | 3,015 DSUs |
| Ownership guidelines | Directors must hold shares equal to 5x base cash retainer; compliance required within 3 years; unvested RSUs/DSUs do not count (vested but undistributed DSUs do) |
| Compliance status | All directors are in compliance with ownership guidelines |
| Hedging/pledging | Prohibited for directors and executives under insider trading policy |
Governance Assessment
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Positive signals
- Independent director with >9 years of service; active on TL&C (compensation oversight) and ESG (governance/ESG oversight) committees, both of which were active in 2024 (8 and 5 meetings, respectively) .
- Clean conflicts profile: no related-party transactions in 2024; no compensation committee interlocks; independence affirmed by the Board .
- Strong alignment mechanisms: director pay weighted to equity (DSUs), meaningful stock ownership guidelines (5x retainer) with confirmed compliance, and prohibitions on hedging/pledging .
- Board structure and process: independent Chair, regular independent sessions, robust evaluations, and enhanced compensation governance (e.g., independent consultant, clawback policy for executives; relevant to overall governance climate) .
- Investor support: 2024 say-on-pay approval ~92% indicates high shareholder confidence in compensation governance .
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Watch items
- Multiple current public board commitments (Interpublic Group and Lee Enterprises) can increase time demands; however, Akamai reports each director exceeded 75% attendance at Board/committee meetings in 2024 .
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RED FLAGS: None identified in disclosed filings for 2024–2025 (no related-party transactions; no hedging/pledging; no attendance shortfalls reported; no interlocks) .