Sharon Bowen
AKAMAI TECHNOLOGIESAbout Sharon Bowen
Sharon Bowen, age 68, has served on Akamai’s Board since 2021 and is currently a member of the Audit and Environmental, Social and Governance (ESG) Committees. She is the former Commissioner of the U.S. Commodity Futures Trading Commission (CFTC) (2014–2017) and previously was a senior associate and partner at Latham & Watkins (1988–2014). The Board has determined she is independent under Nasdaq rules.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| U.S. Commodity Futures Trading Commission (CFTC) | Commissioner | Jun 2014 – Sep 2017 | Deep regulatory, securities, market risk and public policy expertise applied to Audit and ESG oversight |
| Latham & Watkins | Senior Associate and Partner | 1988 – May 2014 | Corporate finance, M&A, strategic transactions, and governance expertise |
External Roles
| Organization | Role | Public/Private | Notes |
|---|---|---|---|
| New York Stock Exchange (NYSE), subsidiary of Intercontinental Exchange | Chair | Private subsidiary | Governance leadership at major market infrastructure entity |
| Intercontinental Exchange, Inc. (ICE) | Director | Public | ICE provides marketplace infrastructure, data, and technology solutions |
| Neuberger Berman Group | Director | Private | Private investment management firm |
Board Governance
- Committee assignments: Audit; ESG. Not a committee chair.
- Independence: Independent under Nasdaq Rule 5605(a)(2) (all directors except CEO are independent).
- Attendance and engagement: Board held 7 meetings in 2024; each incumbent director attended >75% of Board and committee meetings; all directors attended the 2024 annual meeting.
- Committee activity: Audit Committee held 9 meetings in 2024 (oversight of financial reporting, internal controls, cybersecurity, privacy, resiliency); ESG Committee held 5 meetings (director nominations, independence, board evaluations, governance practices, ESG oversight).
- Board leadership: Independent Chair of the Board, Dan Hesse, since 2021; roles of Chair and CEO separated.
Fixed Compensation
| Year | Fees Earned or Paid in Cash ($) | Stock Awards (DSUs) ($) | DSU Grant Date | Total ($) |
|---|---|---|---|---|
| 2024 | 75,000 | 274,938 | May 10, 2024 | 349,938 |
- Director pay structure: Non-employee directors receive $350,000 annually, split $75,000 cash and $275,000 DSUs, with DSUs vesting after one year; chairs receive an additional $35,000 (split $5,000 cash/$30,000 DSUs), and the Board Chair receives $100,000 (split $25,000 cash/$75,000 DSUs). Bowen is not a chair.
- DSU acceleration: If a director has completed one year of service, 100% of DSUs accelerate upon departure.
Performance Compensation
- Not applicable: Akamai does not disclose director performance-based pay; director equity is granted as DSUs with time-based vesting (no performance metrics).
Other Directorships & Interlocks
| Company | Relationship to AKAM | Potential Interlock/Conflict | Disclosure Status |
|---|---|---|---|
| NYSE (ICE subsidiary) | No disclosed business relationship with Akamai | Market infrastructure governance experience; potential industry-wide regulatory overlap | No related-party transactions disclosed for 2024 |
| Intercontinental Exchange (ICE) | No disclosed business relationship with Akamai | Overlap with market infrastructure; not in Akamai’s core lines of business | No related-party transactions disclosed for 2024 |
| Neuberger Berman | No disclosed business relationship with Akamai | Investment management; not overlapping with Akamai operations | No related-party transactions disclosed for 2024 |
Expertise & Qualifications
- Regulatory, securities, market risk and public policy expertise (CFTC background).
- Corporate finance, M&A, strategic transactions, and governance expertise from Latham & Watkins partnership.
- Experience leading ESG initiatives and programs.
- Serves on Audit (financial reporting, internal control, cybersecurity) and ESG (governance, board refreshment, ESG oversight) committees, aligning skills to risk and oversight needs.
Equity Ownership
| Holder | Beneficial Shares | Shares Outstanding | Ownership % | Unvested DSUs (12/31/2024) | Hedging/Pledging |
|---|---|---|---|---|---|
| Sharon Bowen | 5,455 | 150,387,475 | 0.0036% (computed from cited values) | 3,015 | Hedging and pledging prohibited for directors and officers |
- Ownership guidelines: Directors must hold shares equal to 5x the base annual cash retainer; directors have 3 years to comply; all directors are currently in compliance. Vested but undistributed DSUs count toward guidelines; unvested awards do not.
- Options: Akamai did not grant stock options in 2024.
Governance Assessment
-
Strengths
- Independence, appropriate committee alignment (Audit and ESG), and robust committee activity (Audit: 9 meetings; ESG: 5 meetings).
- Attendance threshold met (>75% for Board and committees); participation in annual meeting.
- Strong governance policies: anti-hedging/anti-pledging; director ownership guidelines (5x retainer) with compliance; DSU majority for director pay (equity alignment).
- No related-party transactions disclosed for 2024; compensation committee interlocks none; independent compensation consultants used for program design.
- Shareholder alignment signals: 2024 say-on-pay approval ~92% for executive program, reflecting investor support of pay practices overseen by the Board.
-
Potential risks/RED FLAGS
- Multiple external roles (NYSE Chair; ICE; Neuberger Berman) suggest high time commitments; however, Akamai disclosures indicate attendance thresholds met and independence maintained.
- DSU acceleration upon departure after one year can reduce holding horizons at exit, though standard in director programs.
- No specific conflicts identified; Company reports no related-party transactions for 2024.
-
Additional governance context
- Audit Committee oversight explicitly covers cybersecurity, privacy, and resiliency; Board receives quarterly risk updates, with increased focus on cybersecurity risk.
- Independent Chair structure separates Board leadership from CEO role.
- ESG Committee oversees director independence determinations, board refreshment, and ESG strategy.
Overall, Bowen’s regulatory and governance expertise complements Akamai’s risk and ESG oversight needs, with equity-heavy director pay, ownership guidelines, and no related-party transactions supporting investor alignment. Attendance and independence disclosures mitigate concerns about external commitments.