Christopher B. Paisley
FastlyAbout Christopher B. Paisley
Christopher B. Paisley, age 72, has served as an independent director of Fastly, Inc. since July 2018 and is a Class III nominee re-elected in June 2025 to serve through the 2028 annual meeting. He is the Dean’s Executive Professor of Accounting at Santa Clara University since January 2001, and is designated an audit committee financial expert under Regulation S-K Item 407(d). He holds a B.A. in business economics from UC Santa Barbara and an MBA from UCLA Anderson. Fastly’s Board affirmed his independence under NYSE standards after reviewing relationships, including Fastly’s vendor relationship with Equinix where Paisley serves as a director.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Santa Clara University, Leavey School of Business | Dean’s Executive Professor of Accounting | Jan 2001 – Present | Accounting and governance expertise supporting audit chair duties |
| Enterprise 4.0 Technology Acquisition Corp. (SPAC) | Chief Financial Officer and Director | May 2021 – Mar 2023 | Finance leadership; public-company governance experience |
External Roles
| Company | Role | Tenure | Notes |
|---|---|---|---|
| Equinix, Inc. | Lead Independent Director | Jul 2007 – Present | Shared board service with Fastly director Charles Meyers; Equinix is a Fastly vendor (Board reviewed independence) |
| Ambarella, Inc. | Director | Aug 2012 – Present | Semiconductor governance and audit exposure |
| Fitbit, Inc. (prior) | Director | Jan 2015 – May 2020 | Consumer tech board tenure |
| Fortinet, Inc. (prior) | Director | 2004 – May 2021 | Cybersecurity board tenure |
Board Governance
- Committee assignments: Audit Committee Chair; Nominating & Corporate Governance Committee member; both committees are fully independent per NYSE rules. Paisley and Loop are designated audit committee financial experts.
- Independence: Board determined Paisley is independent under NYSE standards; explicitly reviewed Fastly’s commercial relationship with Equinix (vendor), where Paisley serves as a director, and maintained independence.
- Attendance: Fastly’s Board met 9 times in 2024; all directors (except Bergman due to parental leave) attended ≥75% of Board and committee meetings. Committees met in 2024: Audit (13), Compensation (4), Nominating & Corporate Governance (4).
- Leadership structure: Independent Chair of the Board (David Hornik) with authority over agendas and independent director sessions.
Fixed Compensation
| Component | Amount | Basis/Notes |
|---|---|---|
| Annual Board Cash Retainer | $40,000 | 2024 non-employee director policy |
| Committee Member Fees | $0 | No cash for committee membership; only chair fees |
| Audit Committee Chair Fee | $20,000 | 2024 policy |
| Compensation Committee Chair Fee | $15,000 | 2024 policy |
| Nominating & Corporate Governance Chair Fee | $10,000 | 2024 policy |
| 2024 Cash Fees (Paisley) | $60,000 | Board retainer + Audit chair fee |
| Annual Equity Grant (2024) | $199,995 | RSUs, granted at annual meeting; vests quarterly over one year |
| Total 2024 Director Compensation (Paisley) | $259,995 | Cash + Stock awards |
Performance Compensation
| Item | Terms | Notes |
|---|---|---|
| Director Equity Vehicle | RSUs (time-based) | Annual RSUs vest quarterly over 1 year; no performance metrics |
| Change-in-Control Treatment | Full vesting immediately prior to closing | Applies to unvested director equity |
| Outstanding RSUs (as of 12/31/2024) | 13,333 | Paisley’s unvested/ outstanding RSUs count |
No director performance metrics (e.g., revenue/EBITDA/TSR) are tied to Paisley’s director pay; director equity is time-based RSUs by policy.
Other Directorships & Interlocks
- Interlock of note: Fastly maintains a commercial vendor relationship with Equinix; Fastly directors Charles Meyers (Executive Chairman at Equinix) and Paisley (lead independent director at Equinix) serve on Equinix’s board. The Fastly Board reviewed this relationship and affirmed independence for both directors.
- Broader network: Long-standing governance roles at Ambarella and prior boards (Fitbit, Fortinet) provide technology/audit depth relevant to Fastly’s risk oversight.
Expertise & Qualifications
- Audit/Finance: Audit committee financial expert designation; deep accounting background; finance and capital allocation expertise per Board skills matrix.
- Strategic transactions: Skills matrix highlights experience in strategic transactions; long-tenured public company governance.
- Business/International: Skills in business management and international business per Board matrix.
- Education: B.A. UC Santa Barbara; MBA UCLA Anderson.
Equity Ownership
| Holder | Shares | % of Outstanding | Breakdown/Notes |
|---|---|---|---|
| Christopher B. Paisley | 259,139 | <1% | 220,715 directly held; 165,176 held by Christopher Paisley TTEE Paisley Living Trust DTD 12/28/94; 38,424 options exercisable within 60 days (included in beneficial ownership) |
| Outstanding Director RSUs (12/31/2024) | 13,333 | — | Paisley’s outstanding RSUs as of year-end |
| Hedging/Pledging | Prohibited (exceptions require approval) | Company policy bans hedging; pledging requires exception—only Bergman disclosed pledges; no Paisley pledges disclosed |
Governance Assessment
- Strengths
- Independent Audit Chair with audit committee financial expert status; robust oversight of financial reporting, investments, FX, tax, and related-party transactions.
- Attendance and engagement: Board and committee cadence with Paisley meeting ≥75% threshold; Audit met 13 times in 2024.
- Ownership alignment: Mandatory stock ownership guidelines require non-employee directors to hold 4x annual cash retainer; ongoing quarterly vesting promotes alignment.
- Policies: Anti-hedging; restricted pledging; director equity is double-trigger accelerated only upon change-of-control.
- Potential conflicts/monitoring points
- Equinix interlock alongside Fastly’s vendor relationship merits ongoing monitoring despite Board’s independence determination.
- Shareholder sentiment signals
- 2025 director election votes: Paisley received 54,977,205 For vs 23,334,979 Withhold; indicates meaningful support with a notable withhold base that warrants continued investor engagement.
- 2025 Say-on-Pay (advisory): 46,674,384 For, 31,442,788 Against, 195,012 Abstain (broker non-votes 30,334,930). While executive-focused, it reflects broader governance sentiment the Board (including Audit/Nominating committees) should consider.
- Prior advisory votes: 2024 say-on-pay approval was 51.6% (excluding broker non-votes), following 47.1% in 2023; Compensation Committee made program changes in 2025 (e.g., adding rTSR PSUs), indicating responsiveness.
Related Party & Conflicts Review
- No related-person transactions disclosed involving Paisley for 2024; Audit Committee oversees related-party review per policy.
- Section 16 compliance: All filings timely in 2024 per company’s disclosure.
Director Compensation Detail (Paisley)
| Metric | 2024 |
|---|---|
| Fees Earned (Cash) | $60,000 (Board retainer + Audit chair) |
| Stock Awards (Grant-date fair value) | $199,995 (annual RSU) |
| Total | $259,995 |
| Outstanding Options | 38,424 (as of 12/31/2024) |
| Outstanding RSUs | 13,333 (as of 12/31/2024) |
| Equity Vesting | Annual director RSUs vest quarterly over one year; full acceleration immediately prior to change-of-control |
Governance Quality Summary
- Paisley’s profile—independent Audit Chair, audit financial expert, long-tenured public company director—supports board effectiveness in oversight of financial integrity and risk. The Equinix interlock is disclosed and reviewed; continued transparency on vendor relationships, recusals where applicable, and robust related-party controls mitigate conflict risk. Ownership guidelines and anti-hedging/pledging policies enhance alignment, while director pay remains standard for growth tech peers (cash retainer plus annual RSUs). Vote outcomes show broad support with some shareholder scrutiny; sustained engagement and continued improvements to compensation and governance frameworks should support investor confidence.