Aida Álvarez
FastlyAbout Aida Álvarez
The Honorable Aida Álvarez, age 75, has served as an independent director of Fastly since August 2019. She previously led major financial and government agencies and served in President Clinton’s cabinet as Administrator of the U.S. Small Business Administration; current public boards include HP Inc. (since June 2016), Stride, Inc. (since April 2017), and Bill.com Holdings, Inc. (since April 2022). She holds a B.A. from Harvard College and brings extensive governance, finance, and public-sector leadership experience to Fastly’s board .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| U.S. Small Business Administration | Administrator (Cabinet) | Not disclosed | Led SBA; senior public-sector leadership |
| Latino Community Foundation | Founding Chair; Board Chair Emerita | Not disclosed | Philanthropy and community leadership |
| Wal-Mart Stores, Inc. | Director (former) | Not disclosed | Prior public company board service |
| MUFG Americas Holdings Corporation | Director (former) | Not disclosed | Prior financial services board service |
| Zoosk; PacifiCare Health Systems; Oportun Financial | Director (former) | Not disclosed | Prior technology/health/fintech board roles |
External Roles
| Company | Role | Start Date | Notes |
|---|---|---|---|
| HP Inc. | Director | June 2016 | Technology company board |
| Stride, Inc. | Director | April 2017 | For-profit education company board |
| Bill.com Holdings, Inc. | Director | April 2022 | Financial operations software; network interlock with David Hornik (Bill.com director since May 2016) |
Board Governance
- Committee assignments: Chair, Nominating and Corporate Governance; Member, Compensation .
- Independence: Determined independent under NYSE standards (seven of nine directors independent) .
- Meetings and attendance: Board met nine times in 2024; committees met Audit 13, Compensation 4, Nominating and Corporate Governance 4. All directors met ≥75% attendance except Mr. Bergman (parental leave); annual meeting attendance disclosed for select directors did not list Ms. Álvarez among 2024 attendees .
- Governance structure: Independent Chair (David Hornik) with clear agenda-setting authority; separation of Chair and CEO roles enhances oversight .
| Committee | Role | 2024 Meetings | Attendance |
|---|---|---|---|
| Compensation | Member | 4 | ≥75% (board and committees) |
| Nominating & Corporate Governance | Chair | 4 | ≥75% (board and committees) |
- Stockholder engagement: Participated in outreach following low say‑on‑pay votes; Aida Álvarez was available to support discussions with institutional holders led by the Board Chair and Compensation Chair .
Fixed Compensation
| Component | Amount | Notes |
|---|---|---|
| Annual Board cash retainer | $40,000 | Standard non‑employee director retainer |
| Committee chair retainer (Nominating & Corporate Governance) | $10,000 | Paid to committee chair annually |
| Meeting fees | $0 | No meeting fees under policy |
| 2024 cash fees actually paid | $50,000 | Reflects board retainer + chair fee |
| 2024 stock awards (RSUs) | $199,995 | Annual RSU grant to non‑employee directors |
| 2024 total director compensation | $244,995 | Cash + RSU grant |
| Annual equity grant policy | $200,000 | RSUs granted at each annual meeting; quarterly vest over one year |
Performance Compensation
- Non‑employee director pay is not tied to performance metrics; equity grants are time‑based RSUs vesting quarterly over one year .
| Award Type | Grant Value | Vesting | Performance Metrics |
|---|---|---|---|
| Annual Director RSUs | $200,000 | Quarterly vest over ~1 year | None disclosed |
Other Directorships & Interlocks
| Entity | Relationship to FSLY | Interlock/Conflict Notes |
|---|---|---|
| Bill.com Holdings, Inc. | Two Fastly directors (Álvarez; Hornik) also serve on Bill.com board | Network interlock noted; no related‑party transactions disclosed with Bill.com |
| Equinix, Inc. | Not a directorship of Álvarez | Board considered Equinix vendor relationship due to roles of Meyers (Executive Chairman) and Paisley (director); independence maintained |
Expertise & Qualifications
- Skills matrix highlights: Business & Management; International Business; Finance and Capital Allocation; Environmental & Social Responsibility .
- Qualifications emphasized: governance, accounting, public-sector leadership, and multi‑sector board experience .
Equity Ownership
| Metric | Value | Notes |
|---|---|---|
| Total beneficial ownership (shares) | 64,493 | Direct common shares held |
| Ownership as % of shares outstanding | <1% | Based on 144,540,278 shares outstanding; proxy marks “*” |
| RSUs outstanding (12/31/2024) | 13,333 | Director RSUs unvested at year‑end |
| Shares pledged | None disclosed | Company prohibits pledging absent approvals; only Mr. Bergman has approved pledge; no other director pledges |
| Director ownership guideline | 4x annual cash retainer | Applies to non‑employee directors |
| Guideline compliance status | Not disclosed | Company does not disclose individual compliance |
Governance Assessment
- Strengths:
- Independent director; chairs Nominating & Corporate Governance and serves on Compensation Committee, aligning her influence with board refreshment, governance oversight (including ESG), and pay practices .
- Equity‑heavy director compensation and robust ownership guidelines support alignment; anti‑hedging and controlled pledging policies reduce misalignment risk .
- Active stockholder outreach following low say‑on‑pay votes; demonstrates responsiveness to investor feedback .
- Watch items / potential red flags:
- Not listed among directors attending the 2024 annual meeting (company “encourages” attendance but has no formal requirement); may be viewed as an engagement gap .
- Board interlock at Bill.com with Fastly’s Chair (Hornik); while no related‑party transactions are disclosed, interlocks can raise information‑flow and independence considerations for investors .
- Multiple concurrent public company directorships (HP, Stride, Bill.com) could contribute to workload risk; the proxy does not flag overboarding, but investors may monitor aggregate commitments .
- No related‑party transactions, legal proceedings, Section 16(a) delinquencies, tax gross‑ups, or director‑specific hedging/pledging issues disclosed for Álvarez; board confirms independence .
Overall, Álvarez brings deep governance and public-sector expertise, chairs a key committee (Nominating & Corporate Governance), and contributes to compensation oversight. The principal investor watch items are annual meeting attendance and the Bill.com interlock; otherwise her independence, committee roles, and alignment policies should support board effectiveness at Fastly .