Madhu Ranganathan

About Madhu Ranganathan

Madhu Ranganathan (age 60) has served on Akamai’s Board since 2019 and currently chairs the Audit Committee and serves on the Finance Committee. She brings extensive public-company financial expertise, qualifies as an “audit committee financial expert,” and has deep experience in global software/SaaS operations, M&A oversight, and complex global tax matters . The Board has determined she is independent, with a 2024 commercial relationship between Akamai and Open Text (where she served as CFO through March 2025) assessed as immaterial and arm’s-length, preserving her independence .

Past Roles

External Roles

Board Governance

• Committee assignments: Audit Committee Chair; Finance Committee member .
• Independence: Board determined independent; 2024 sales to Open Text of ~$0.7M were <1% of each company’s revenues, ordinary course, arm’s-length; independence maintained .
• Attendance: Board held 7 meetings in 2024; all directors attended >75% of aggregate Board and committee meetings; all directors attended the 2024 Annual Meeting .
• Committee activity: Audit Committee held 9 meetings; Finance Committee held 9; ESG held 5; TL&C held 8 .
• Audit oversight: Audit Committee oversees financial reporting, internal controls, cybersecurity/data privacy; Ranganathan designated “audit committee financial expert” .

Fixed Compensation

• Non-employee director plan: $350,000 annual compensation — $75,000 cash, $275,000 DSUs; committee chairs receive $35,000 ($5,000 cash, $30,000 DSUs); Board Chair receives $100,000 ($25,000 cash; $75,000 DSUs); DSUs generally vest on the first anniversary; deferral allowed up to 10 years; vesting accelerates upon departure after one year of service .

Performance Compensation

• Not applicable: Akamai directors receive cash retainers and DSUs; there are no disclosed performance metrics (e.g., revenue/TSR hurdles) tied to director compensation .

Other Directorships & Interlocks

Expertise & Qualifications

• Audit committee financial expert designation; advises on complex accounting/internal control matters .
• Global software/SaaS operations and M&A oversight experience; insight into customer/operator perspective and finance function scaling .
• Understanding of complex global tax matters .

Equity Ownership

• Anti-hedging/anti-pledging: Directors and executives prohibited from hedging and pledging Akamai stock .

Governance Assessment

• Strengths:

  • Independent director with deep CFO credentials; Audit Chair and designated financial expert — positive for financial reporting and cyber/privacy oversight .
  • Strong engagement/attendance; active committee workload (Audit and Finance) .
  • Ownership alignment via DSUs; director stock ownership guidelines (5x cash retainer) met; anti-hedging/pledging policy .
  • Compensation consultant independence; TL&C practices aligned with best practices (e.g., clawback policy adoption, though executive-focused); 92% say‑on‑pay support in 2024 indicates broad investor confidence in compensation governance .

• Potential Conflicts/Red Flags:

  • Related-party exposure: Akamai’s ~$0.7M sales to Open Text while Ranganathan was CFO; immaterial and arm’s-length (<1% of revenues) with independence preserved — low risk but monitored .
  • Committee workload: Dual roles (Audit Chair; Finance member) increase time demands; mitigated by documented meeting attendance and Board evaluation processes .

• Implications for investors:

  • Ranganathan’s audit leadership and financial expertise should bolster confidence in reporting quality, internal controls, and cyber risk oversight.
  • Minimal related-party exposure and strict trading/ownership policies support alignment and mitigate governance risk .