Artur Bergman
FastlyAbout Artur Bergman
Artur Bergman (age 45) is Fastly’s founder, current Chief Technology Officer (since April 2024), former CEO (2011–Feb 2020), and a continuing director (since March 2011). He previously served as Chairperson (Feb 2020–Apr 2023). His 2024 performance equity paid out at 25% of target, reflecting below-target outcomes vs revenue and non-GAAP operating loss goals; say‑on‑pay support was 51.6% in 2024 (47.1% in 2023), indicating investor skepticism on pay alignment that the board addressed with 2025 mix/design changes, including adding rTSR PSUs . Bergman’s incentive design also includes a 2023 one‑time performance option with four stock‑price hurdles ($17.25–$46.00), reinforcing stock price alignment and requiring sustained price performance to vest .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Fastly, Inc. | Chief Technology Officer | Apr 2024–present | Founder-operator continuity; deep technical leadership and cyber risk expertise supporting platform roadmap . |
| Fastly, Inc. | Chief Architect | Feb 2020–Apr 2024 | Core architecture leadership during product scaling; supported CEO transition; led technical direction . |
| Fastly, Inc. | Chief Executive Officer | 2011–Feb 2020 | Founding CEO; drove early growth and market entry . |
| Wikia, Inc. | Manager, VP, then Chief Technology Officer | Sep 2007–Jun 2011 | Scaled a global knowledge-sharing platform; relevant to edge performance and community platforms . |
| Six Apart Ltd. | Engineering Manager | Nov 2005–Mar 2007 | Led engineering for social networking services . |
| Fotango, Ltd. (Canon Europe) | Engineering Manager | 2H 2003–Aug 2005 | Managed engineering at a Canon Europe subsidiary; enterprise-grade development environment . |
External Roles
- No other public company directorships or external board roles are mentioned in Fastly’s proxy biography for Mr. Bergman .
Fixed Compensation
| Element | 2023 | 2024 | Notes |
|---|---|---|---|
| Base Salary | $500,000 | $500,000 target base; elected to reduce to $38,043 and receive RSUs + up to $200,000 business aircraft reimbursement instead | Annual election allows base reduction (not below minimum wage) for RSUs + travel reimbursement; RSUs vested quarterly on Feb 15/May 15/Aug 15/Nov 15, 2024 . |
| Target Annual Bonus | $165,000 (established Nov 2023 mod) | $165,000; to be paid in fully vested RSUs per 2024 Bonus Program design | Annual incentives tied to revenue goals; paid in fully vested RSUs . |
Performance Compensation
- Annual incentive framework (2024): Tied to revenue goals; paid in fully vested RSUs for NEOs other than the CRO. Committee set targets in March 2024; Bergman’s target was $165,000 .
- Long‑term incentives (2024): Mix of PSUs (30% of LTI for Bergman) and time‑based RSUs (70%), with PSU metrics focused on revenue growth and non-GAAP operating loss (profitability) .
2024 PSU Outcomes
| Metric | Weighting | Target | Actual/Payout | Resulting Payout |
|---|---|---|---|---|
| Revenue | 66.7% | Company‑set 2024 revenue goal | Below threshold; payout factor 0% | Contributed 0% . |
| Non‑GAAP operating loss as % of revenue | 33.3% | Company‑set 2024 target | Achieved −5.0% (between target and maximum); payout factor 75% | Contributed 25%*33.3% component → overall PSUs at 25% of target . |
| PSU Detail | Value |
|---|---|
| PSUs at Target (Bergman) | 92,147 |
| Intended PSU Target Value | $1,390,500 |
| PSUs Actually Earned (Bergman) | 23,036 (25% of target) |
Key Equity Awards and Vesting Schedules
| Grant Date | Instrument | Shares | Vesting | Exercise Price |
|---|---|---|---|---|
| Nov 2, 2023 | RSU | 301,169 | 1/16 quarterly over 4 years; first vest Feb 15, 2024 | n/a |
| Nov 2, 2023 | Nonstatutory Stock Option | 602,338 | 1/16 quarterly over 4 years; first vest Nov 15, 2023 | $16.47 |
| Apr 12, 2023 | Performance Stock Option (4 tranches) | 2,296,000 | Vests only upon 60‑day avg price milestones and service; Earliest vest dates Nov 15, 2023/2024/2025/2026; milestones $17.25, $23.00, $34.50, $46.00 | $16.41 |
Equity Ownership & Alignment
| Ownership Component (as of Mar 15, 2025) | Amount | Notes |
|---|---|---|
| Total Beneficial Ownership | 7,645,704 shares (5.3% of 144,540,278 SO) | Includes direct, trust, and related holdings as detailed in footnote (5) . |
| Options exercisable within 60 days | 225,876 shares | Included in beneficial ownership calculation . |
| RSUs vesting within 60 days | Not listed specifically for Bergman (group total RSUs within 60 days: 14,623) | Group disclosure only . |
| Shares pledged as collateral | 1,350,000 shares (personal line of credit; not margin) | Pledge approved under anti‑pledging policy; up to 25% of outstanding shares allowed per exception; no other insiders pledged . |
| Ownership guidelines | CEO 6x salary; other execs 3x salary (enhanced Feb 2024) | Applies to CTO as “other executive officer” at 3x . |
Red flag: Pledging 1.35M shares introduces potential forced‑sale risk if collateral requirements change, even though it’s not a margin pledge; board/committee oversight is active under policy .
Employment Terms
| Topic | Key Terms |
|---|---|
| Base and Bonus Framework | Effective Jan 1, 2024: base salary $500,000 and annual target bonus $165,000, with annual election to reduce base to minimum wage in exchange for RSUs and business aircraft reimbursement (value equal to reduction) . |
| Severance (non‑CoC) | If terminated without cause/for good reason other than during CoC period: lump sum equal to 18 months of base salary and target bonus (if any), 18 months COBRA premiums, and 12 months of time‑based vesting acceleration (performance awards prorated based on actual achievement) . |
| Change‑of‑Control (double‑trigger) | Company policy provides double‑trigger acceleration; Bergman entitled to enhanced payments upon qualifying termination within 12 months post‑CoC, including 100% acceleration of time‑based equity (performance awards treated per their agreements) . |
| Clawback & Hedging | Company maintains a clawback policy; employees and directors prohibited from hedging; pledging prohibited absent approved exception (Bergman granted exception) . |
| Potential Payments (12/31/24 assumptions) | See table below . |
Potential Payments on Termination (as of 12/31/2024)
| Scenario | Severance Payment ($) | Equity Acceleration ($) | Company‑paid Premiums ($) | Total ($) |
|---|---|---|---|---|
| Involuntary Termination without Cause (non‑CoC) | 222,065 | 232,758 (12 months of time‑based acceleration; performance based on actual) | 57,963 | 512,786 |
| Involuntary Termination or Good Reason within 12 months following CoC | 241,087 | 943,409 (100% of time‑based equity; performance based on actual) | 57,963 | 1,242,458 |
Board Governance
- Board tenure and roles: Director since March 2011; Chairperson Feb 2020–Apr 2023; Class III nominee in 2025 for term through 2028 .
- Committee roles: As an employee director, Bergman does not serve on any board committees (Audit, Compensation, Nominating & Corporate Governance) .
- Meeting attendance: The board met nine times in 2024; except for Mr. Bergman (on parental leave part of the year), each director attended at least 75% of meetings .
- Board leadership: Engagement and investor outreach on compensation were led by independent Chair of the Board, David Hornik, and the Compensation Committee Chair Charles Meyers .
- Classified board: Three classes with three-year staggered terms .
Director/Shareholder Votes and Feedback
| Item | 2023 | 2024 |
|---|---|---|
| Say‑on‑Pay support | 47.1% approval | 51.6% approval; ongoing engagement and 2025 comp design changes (add 3‑year rTSR PSUs; adjust LTI mix) . |
Related Party Transactions and Conflicts
- The company employed Bergman’s brother (Engineering) and sister‑in‑law (HR) in 2024; each earned >$120,000. Compensation was benchmarked to comparable roles; Bergman had no role in their management, compensation, or performance reviews .
- Pledging exception: Bergman’s 1.35M pledged shares (approved 2024) under the anti‑pledging policy with committee oversight; no other insiders have pledged shares .
Compensation Structure Analysis
- Mix and metrics: For 2024, Bergman’s LTI was 30% PSUs (revenue and profitability metrics) and 70% time‑based RSUs; PSU payout at 25% shows performance sensitivity. In 2025, the company added a 3‑year rTSR PSU component and increased non‑CEO NEO performance‑based mix to 40% (CEO remains 50%), improving incentive alignment and duration .
- One‑time option award: The 2023 “Bergman Performance Award” (2.296M options) vests only upon sustained share price milestones up to $46.00, reflecting a multi‑year, stock‑price‑aligned structure akin to founder awards at peers .
- Guaranteed pay vs at‑risk: Bergman elected to take the vast majority of his 2024 base in equity and business travel reimbursement rather than cash ($38,043 cash base), raising alignment but modestly increasing vest‑related selling pressure as quarterly RSUs vest .
Equity Ownership & Alignment (Detail)
| Component | Detail |
|---|---|
| Beneficial ownership structure | Includes personal, revocable trust, remainder trusts, and GRATs; plus 225,876 options exercisable within 60 days . |
| % of class | 5.3% of 144,540,278 shares outstanding (as of Mar 15, 2025) . |
| Pledging | Up to 25% of outstanding shares permitted by exception; 1.35M pledged under a personal line of credit; not margin; oversight by Compensation Committee/CLO/CFO . |
| Ownership guidelines | 3x salary for non‑CEO execs (enhanced Feb 2024); CEO 6x salary . |
Employment Contract and Change‑in‑Control Economics
- Non‑CoC separation: 18 months base + target bonus; 18 months COBRA; 12 months acceleration of time‑based equity; performance awards prorated based on actual performance through termination .
- CoC (double‑trigger): Company‑wide double‑trigger policy; Bergman receives 100% acceleration of time‑based equity upon qualifying termination; performance awards treated per award terms; estimated totals above .
Investment Implications
- Alignment: Founder‑level ownership (5.3%) and repeated elections to take equity over cash support alignment; 2025 addition of rTSR PSUs improves external, market‑relative alignment .
- Selling pressure: Quarterly RSU vesting and a 602k time‑based option create regular supply; the 1.35M pledged shares introduce collateral‑driven sale risk under stress (though not margin) .
- Pay-for-performance: 2024 PSUs paid at 25% of target; say‑on‑pay support remains fragile (51.6%), but 2025 plan changes (more performance equity, 3‑year rTSR) are constructive signals to investors focused on incentive rigor .
- Retention: Non‑CoC severance (18 months pay/benefits; 12 months vesting acceleration) and double‑trigger CoC treatment are competitive, mitigating retention risk while limiting single‑trigger windfalls .
- Upside optionality: The 2.296M performance option is a high‑beta lever on sustained share price appreciation with stringent milestones; if achieved, it tightly aligns personal outcomes with shareholder TSR .
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