Charles Meyers
FastlyAbout Charles Meyers
Charles Meyers (age 59) is an independent director of Fastly, serving since July 2021. He is Executive Chairman of Equinix (since June 2024) and previously served as Equinix’s President & CEO (Sept 2018–June 2024), with prior senior operating roles at Level 3 Communications, Verisign, and as part of the pre‑IPO executive team at Internet Security Systems. He holds a B.S. in Chemical Engineering (University of Colorado Boulder), an M.S. in Engineering Management (Northwestern University), and an MBA in Marketing/Strategy (Kellogg School of Management). Fastly cites his leadership in technology and deep knowledge of cybersecurity risks as core credentials for board service .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Equinix, Inc. | Executive Chairman; prior President & CEO; President Strategy, Services & Innovation; COO; President, Americas | Executive Chairman since Jun 2024; CEO Sept 2018–Jun 2024; joined 2010 (Americas) | Led global digital infrastructure strategy; extensive cybersecurity and operations oversight |
| Level 3 Communications | Senior operating roles | Not disclosed | Telecom/infrastructure operating leadership |
| Verisign | Senior operating roles | Not disclosed | Internet infrastructure operating leadership |
| Internet Security Systems | Pre‑IPO executive team member | Not disclosed | Cybersecurity operating experience |
External Roles
| Organization | Role | Since | Notes / Interlocks |
|---|---|---|---|
| Equinix, Inc. | Executive Chairman and director | Jun 2024 | Fastly board considered Fastly’s commercial relationship with Equinix (a vendor) in independence determinations |
Board Governance
- Independence: The board determined Meyers is independent under NYSE standards (7 of 9 directors independent) .
- Committee leadership: Chairperson of the Compensation Committee; committee comprises Álvarez, Hornik, and Meyers .
- Meetings: Board met 9 times in 2024; except for Bergman’s parental leave, each director attended at least 75% of board/committee meetings—Meyers met the ≥75% threshold .
- Committee cadence: Compensation Committee met 4 times in 2024 .
- Board leadership: Independent Chair (David Hornik) with authority to call and preside over meetings and executive sessions of independent directors .
- Risk oversight: Compensation Committee oversees risks in talent and compensation policies; Audit oversees financial reporting/tax; Nominating oversees director independence/conflicts and ESG .
Fixed Compensation (Director)
| Component | Amount (2024) |
|---|---|
| Annual Board cash retainer | $40,000 |
| Compensation Committee Chair fee | $15,000 |
| Total cash fees | $55,000 |
| Meeting fees | None (members do not receive cash retainers for committee membership; only chairs receive retainers) |
Performance Compensation (Director)
| Equity Component | 2024 Grant Value | Vesting Terms | RSUs Outstanding (12/31/2024) |
|---|---|---|---|
| Annual RSU grant | $199,995 | Quarterly over one year; fully vested by next annual meeting or one-year anniversary, subject to service | 13,333 |
- Director stock ownership guidelines: Non‑employee directors must hold 4x their annual cash retainer (including committee service) .
- Change in control vesting: Unvested director equity fully vests immediately prior to closing of a change in control, subject to continuous service .
Other Directorships & Interlocks
| Relationship | Detail |
|---|---|
| Vendor interlock | Fastly’s board considered Fastly’s commercial relationship with Equinix (vendor) where Meyers is Executive Chairman and director, and Paisley is also a director; both were affirmatively determined independent under NYSE standards . |
| Compensation Committee Interlocks | None disclosed (no Fastly executive serves on an external comp committee with Fastly executives) . |
Expertise & Qualifications
- Board skills matrix indicates Meyers contributes in Business/Management, Customer Experience, International, Technology/Innovation, Cybersecurity/Information Security/Privacy, Operations, Finance & Capital Allocation, and Strategic Transactions .
Equity Ownership
| Holder | Shares Beneficially Owned | % of Outstanding | Notes |
|---|---|---|---|
| Charles Meyers | 56,601 | <1% | Does not include options; separate RSUs outstanding: 13,333 |
- Insider policy: Directors are prohibited from hedging and generally from pledging Fastly securities, with limited exceptions requiring approval; boards must pre‑approve any pledge by a director .
Compensation Committee Analysis (Meyers as Chair)
- Composition and independence: Álvarez, Hornik, Meyers; meets NYSE and SEC independence rules .
- Consultant: Committee retained Semler Brossy; determined independent with no conflicts .
- Stockholder engagement: Following low say‑on‑pay support (51.6% in 2024; 47.1% in 2023), Hornik (Board Chair) and Meyers (Comp Committee Chair) led outreach to institutions (approx. 45% contacted; 28% met) to solicit feedback and inform program changes .
- Program changes: Introduced 2025 rTSR PSUs measured over 3 years vs. Russell 2000; adjusted LTI mix to 50% performance‑based for CEO, 40% for non‑CEO NEOs; maintained 2024 focus on revenue and non‑GAAP operating loss PSUs (achieved at 25% of target) .
Governance Assessment
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Strengths
- Independent director with extensive cybersecurity/infrastructure operating experience; broad skills across technology, operations, finance, and strategic transactions .
- Active Compensation Committee leadership with credible investor engagement and measurable design changes (rTSR PSUs, adjusted LTI mix), signaling responsiveness to shareholders .
- Clean interlocks: No compensation committee interlocks; compliance with independence standards despite vendor ties .
- Director pay design: Predominantly equity (annual $200k RSU) plus modest cash retainers, aligned with ownership guidelines (4x cash retainer) .
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Watch items / RED FLAGS
- Vendor interlock: Equinix is a Fastly vendor; Meyers (Exec Chair) and Paisley (director) sit on Equinix’s board. Fastly affirmatively determined independence, but continued monitoring is warranted for related‑party exposure and procurement decisions .
- Shareholder sentiment: Two consecutive low say‑on‑pay approvals (51.6% in 2024; 47.1% in 2023) indicate investor scrutiny of pay‑for‑performance; committee response underway but outcomes should be tracked through 2025–2026 .
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Attendance/engagement signal: Meyers met at least 75% attendance threshold; Compensation Committee met four times in 2024—adequate cadence for oversight amidst program changes .