Marianne Brown
AKAMAI TECHNOLOGIESAbout Marianne Brown
Marianne Brown, age 66, is an independent director of Akamai Technologies, Inc. (AKAM) who has served on the Board since 2020; she is Chair of the Finance Committee and a member of the Audit Committee . Her executive background includes senior operating leadership at Fidelity National Information Services (FIS) as Corporate EVP & Co-COO (Jan 2018–Dec 2019) and Chief Operating Officer, Institutional & Wholesale Business (Dec 2015–Dec 2018, following FIS’s acquisition of SunGard Financial Systems) . She currently serves on the boards of The Charles Schwab Corporation, Northrop Grumman Corp, and IBM; she was previously a director of VMware within the last five years .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Fidelity National Information Services (FIS) | Corporate Executive Vice President & Co-Chief Operating Officer | Jan 2018–Dec 2019 | Senior operational leadership across global financial technology services |
| FIS (post-acquisition of SunGard) | Chief Operating Officer, Institutional & Wholesale Business | Dec 2015–Dec 2018 | Oversight of go-to-market and operational integration post SunGard acquisition |
| SunGard Financial Systems | Senior executive roles prior to FIS acquisition | Pre–Dec 2015 (acquired by FIS) | Product management and technology sales leadership |
External Roles
| Company | Role | Status | Notes |
|---|---|---|---|
| The Charles Schwab Corporation | Director | Current | 2024 director compensation disclosed at Schwab; Brown participated in RSU/option awards framework |
| Northrop Grumman Corp | Director | Current | Aerospace and defense governance experience |
| International Business Machines (IBM) | Director | Current | Technology and enterprise solutions exposure |
| VMware, Inc. | Director | Prior (within last 5 years) | Cloud/virtualization oversight (company later acquired) |
Board Governance
| Committee | Membership (Brown) | Chair | Meetings in 2024 |
|---|---|---|---|
| Finance Committee | Member | Chair (Brown) | 9 |
| Audit Committee | Member | — | 9 |
| Board of Directors | Director | — | 7 |
- Independence: The Board determined each director other than the CEO (Tom Leighton) is independent under Nasdaq Rule 5605(a)(2) .
- Attendance: Each incumbent director attended more than 75% of Board and committee meetings in 2024; all directors then in office attended the 2024 Annual Meeting .
- Audit oversight scope includes cybersecurity, data privacy and resiliency updates at least quarterly; Brown is a sitting member .
- Finance Committee scope includes capital structure, corporate finance strategy, M&A review and assessment, plans for margin improvement and insurance programs; Brown chairs this committee .
Fixed Compensation
| Year | Cash Fees ($) | Stock Awards ($) | Total ($) | Details |
|---|---|---|---|---|
| 2024 | 80,000 | 304,939 | 384,939 | DSUs granted May 10, 2024; unvested DSUs held at year-end: 3,344 |
Director compensation plan structure:
- Standard annual director compensation: $350,000 ($75,000 cash + $275,000 DSUs), granted at the annual meeting; DSUs vest in full on the first anniversary; distribution of shares may be deferred up to 10 years .
- Additional compensation: Board Chair receives $100,000 ($25,000 cash + $75,000 DSUs); Committee Chairs (Audit, TL&C, Finance, ESG) receive $35,000 ($5,000 cash + $30,000 DSUs) .
Performance Compensation
| Component | Performance Metric | Metric Targeting | Vesting/Outcome |
|---|---|---|---|
| Director DSUs | None (time-based) | Not performance-conditioned | Vests one year from grant; deferrable distribution up to 10 years |
Akamai’s relative TSR-based and PRSU structures apply to executives (NEOs), not non-employee directors; director equity is structured as DSUs without performance metrics .
Other Directorships & Interlocks
| Relationship Type | Disclosure |
|---|---|
| Current public boards | The Charles Schwab Corporation; Northrop Grumman; IBM |
| Prior public board (last 5 years) | VMware, Inc. |
| Related-party transactions | Akamai disclosed no Item 404 related-party transactions in 2024; Code of Ethics prohibits conflict transactions and sets approval procedures via Audit Committee |
- Interlocks/conflicts: No related-party transactions tied to Brown are disclosed; independence maintained per Nasdaq rules .
Expertise & Qualifications
- Executive leadership in technology sales, product management, acquisition integration, and operational efficiency .
- Insight into customer perspectives, go-to-market initiatives, and investment strategy relevant to Akamai’s security, compute, and delivery businesses .
- Committee leadership: Finance Committee Chair overseeing capital structure, M&A, treasury, and margin improvement initiatives .
Equity Ownership
| Holder | Shares Beneficially Owned | % Outstanding | As-of Date |
|---|---|---|---|
| Marianne Brown | 6,240 | <1% | Feb 25, 2025 |
| Unvested DSUs (director award) | 3,344 | n/a | Dec 31, 2024 |
- Ownership guidelines: Non-employee directors must hold shares equal in value to 5x base annual cash retainer; unvested options/RSUs/DSUs do not count toward compliance; vested but undistributed DSUs do count .
- Compliance: All directors are currently in compliance with ownership guidelines .
- Hedging/pledging: Company policy prohibits hedging, short sales, trading in derivatives of Akamai stock, and pledging of Akamai securities by directors and executives .
Insider Filings & Trades
| Filing | Date | Detail |
|---|---|---|
| Form 3 (Initial Statement of Beneficial Ownership) | Mar 19, 2020 | Reporting person: Marianne C. Brown; initial beneficial holding disclosed (27 shares) |
Governance Assessment
- Strengths: Independent status and consistent attendance; leadership as Finance Committee Chair over capital allocation, M&A, and margin initiatives; participation in Audit Committee oversight of cybersecurity; adherence to stringent ownership and anti-hedging/pledging policies .
- Director pay structure: Majority equity via DSUs with clear vesting and deferral mechanics; modest cash component; chair premiums aligned to market per 2024 benchmarking review .
- Shareholder signals: 2024 say-on-pay support (~92%) indicates investor alignment with compensation governance, though focused on executives rather than directors .
- Conflicts: No related-party transactions disclosed for 2024; Code of Ethics sets strong pre-clearance and oversight for any potential conflicts .
RED FLAGS
- None disclosed: No related-party transactions involving Brown; independence affirmed; attendance thresholds met; hedging/pledging prohibited by policy .