Tom Killalea
AKAMAI TECHNOLOGIESAbout Tom Killalea
Independent director of Akamai since 2018; age 57 (as of March 1, 2025). Former VP, Technology for Amazon’s Kindle Content Ecosystem (2008–2014) and founder/president of Aionle LLC (2014–2021). His core credentials are in internet security, cloud computing, digital innovation/customer experience, and public-company governance. Current outside boards include Capital One Financial Corp., Chair of MongoDB, Inc., and Satellogic Inc.; prior five-year public board: Carbon Black, Inc. .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Amazon.com | VP Technology, Kindle Content Ecosystem | 2008–2014 | Experience with CDN/cloud; digital innovation and customer experience |
| Aionle LLC | Founder and President | Nov 2014–Dec 2021 | Governance/consulting; professional focus on internet security |
External Roles
| Organization | Role | Status | Committees/Impact |
|---|---|---|---|
| Capital One Financial Corp. | Director | Current | Director of a large financial services firm |
| MongoDB, Inc. | Chair | Current | Board Chair of a database technology company |
| Satellogic Inc. | Director | Current | Director of an earth observation company |
| Carbon Black, Inc. | Director | Prior 5 years | Cybersecurity company; prior public board within last five years |
Board Governance
- Committee assignments: Audit Committee; Finance Committee (no chair roles) .
- Independence: Board determined all non-employee directors, including Killalea, are independent under Nasdaq rules .
- Attendance and engagement: Board held 7 meetings in 2024; each incumbent director attended >75% of the aggregate Board and committee meetings; all directors attended the 2024 annual meeting . Audit Committee held 9 meetings in 2024; Finance Committee held 9 meetings in 2024 .
- Executive sessions: Independent directors meet separately as part of each Board meeting .
- Related-party/Conflicts: Company disclosed no related-party transactions in 2024; procedures require Audit Committee review of any such matters .
Fixed Compensation (Non-Employee Director)
| Year | Cash Retainer ($) | Committee/Chair Fees ($) | Equity Grant Type | Equity Grant Fair Value ($) | Grant Date | Total ($) |
|---|---|---|---|---|---|---|
| 2024 | 75,000 | 0 (no chair roles) | Deferred Stock Units (DSUs) | 274,938 | May 10, 2024 | 349,938 |
| 2023 | 75,000 | 0 (no chair roles) | Deferred Stock Units (DSUs) | 294,368 | June 14, 2023 | 369,368 |
- Director pay framework: Standard annual package of $350,000 (cash $75,000; DSUs $275,000); DSUs vest on first anniversary; directors may defer distribution up to 10 years; if a director has ≥1 year of Board service, 100% of DSUs accelerate on Board departure .
Performance Compensation
- No performance metrics apply to director pay. Equity is granted as DSUs with time-based vesting (one-year); there are no performance-vesting conditions for non-employee directors .
| Component | Performance Metric | Applies to Directors? | Vesting/Notes |
|---|---|---|---|
| DSUs | None | No | Vest in full on first anniversary; deferrable up to 10 years; acceleration on departure after ≥1 year of service |
Other Directorships & Interlocks
| Company | Relationship to AKAM | Interlock/Conflict Notes |
|---|---|---|
| Capital One Financial Corp. | Unrelated public company | No AKAM related-party transactions disclosed in 2024 |
| MongoDB, Inc. (Chair) | Unrelated public company | No AKAM related-party transactions disclosed in 2024 |
| Satellogic Inc. | Unrelated public company | No AKAM related-party transactions disclosed in 2024 |
| Carbon Black, Inc. (prior) | Unrelated public company | Prior board within last five years |
Expertise & Qualifications
- Internet security focus aligned with AKAM strategy; deep cloud computing experience; innovation and customer experience background; understanding of the content delivery network business from Amazon tenure; extensive governance experience across multiple public boards .
Equity Ownership
| As-of Date | Beneficially Owned Shares | % of Outstanding | Unvested DSUs | Notes |
|---|---|---|---|---|
| Feb 25, 2025 | 10,796 | <1% | — | Company had 150,387,475 shares outstanding on this date |
| Dec 31, 2024 | — | — | 3,015 DSUs | Unvested director DSUs at year-end 2024 |
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Director stock ownership guidelines: Non-employee directors must hold company stock equal to 5x the base annual cash retainer; directors have 3 years from election to achieve; vested but undistributed DSUs count; all directors were in compliance as of early 2024 .
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Hedging/Pledging: Company prohibits hedging and pledging of Akamai stock by directors and executive officers .
Governance Assessment
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Strengths
- Independent director with relevant domain expertise in security and cloud; sits on Audit and Finance—key risk and capital allocation oversight forums .
- Attendance and engagement indicators are solid (>75% attendance; committees each met 9 times in 2024) .
- Pay structure emphasizes equity (DSUs), aligning interests with shareholders; no meeting fees; clear vesting/deferral design .
- Robust governance environment: high say-on-pay support (≈92% in 2024) and independent compensation consulting; transition from Meridian to Compensia in 2024 suggests active oversight .
- No related-party transactions disclosed for 2024; strong code of ethics and conflict review procedures .
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Considerations
- Multi-board commitments (Capital One, MongoDB Chair, Satellogic) may increase time demands; however, AKAM reports acceptable attendance and engagement .
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RED FLAGS
- None observed in company disclosures: no related-party transactions, no hedging/pledging, independence confirmed, and attendance thresholds met .
Quote/Policy References
- “Membership in Standing Committees as of March 1, 2025”: Killalea on Audit and Finance; no chair role .
- “Director Compensation”: 2024/2023 amounts; DSU grants and program structure .
- “Security Ownership”: 10,796 shares beneficially owned as of Feb 25, 2025 (<1%) .
- “Independence & Attendance”: Independent under Nasdaq rules; >75% attendance; 2024 Board held 7 meetings .
- “Related Party Transactions”: None in 2024 .
- “Clawback/Best Practices”: Anti-hedging/pledging; clawback policies for executives; independent consultant .