David Hornik
FastlyAbout David Hornik
David Hornik (age 57) is Fastly’s independent Chairperson of the Board (since April 2023), previously Lead Independent Director (February 2020–April 2023), and has served on the Board since February 2013. He is a partner at Lobby Capital (since 2021) and at August Capital (since 2000), and previously practiced law (IP/corporate and litigation) at Venture Law Group, Perkins Coie LLP, and Cravath, Swaine & Moore LLP. He holds an A.B. from Stanford University, an M.Phil from Cambridge University, and a J.D. from Harvard Law School . Fastly’s Board classifies Hornik as independent under NYSE standards .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Venture Law Group | Attorney (IP/Corporate) | Prior to 2000 | Technology and IP legal experience relevant to governance |
| Perkins Coie LLP | Attorney (IP/Corporate) | Prior to 2000 | Corporate and governance legal exposure |
| Cravath, Swaine & Moore LLP | Litigator | Prior to 2000 | Litigation background; fiduciary and risk awareness |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Lobby Capital | Partner | 2021–present | Venture investor; network and scaling expertise |
| August Capital | Partner | 2000–present | Venture investor; technology portfolio experience |
| Bill.com Holdings, Inc. | Director | May 2016–present | Public board experience; financial operations software domain knowledge |
| GitLab Inc. | Director | Jan 2019–Mar 2022 | DevSecOps oversight; prior public board service |
| Splunk Inc. | Director | Aug 2004–Sep 2017 | Data/software strategy oversight; prior public board service |
Board Governance
- Roles: Independent Chairperson of the Board (since Apr 2023); Compensation Committee member; Nominating & Corporate Governance Committee member .
- Independence: Determined independent by Board under NYSE rules; Fastly maintains an independent chair structure to reinforce objective oversight of management .
- Committees and meetings: 2024 meetings—Board (9), Audit (13), Compensation (4), Nominating & Corporate Governance (4). Except for one director on parental leave, all members attended at least 75% of Board/committee meetings; Hornik attended the 2024 annual meeting .
- Risk oversight: Board oversees strategic, operational, information security, and cybersecurity risks; Audit oversees financial/reporting/tax/investment risks; Compensation oversees talent/compensation risk; Nominating oversees independence, conflicts, board composition, succession, and ESG oversight .
- Shareholder engagement: Following low say‑on‑pay support (51.6% in 2024; 47.1% in 2023), engagement sessions were led by Chair David Hornik and Compensation Chair Charles Meyers (with Nominating Chair Aida Álvarez supporting), informing 2025 program changes (adding rTSR PSUs and mix adjustments) .
Fixed Compensation
| Component | Amount | Notes |
|---|---|---|
| Annual cash retainer | $40,000 | Standard non‑employee director cash retainer |
| Board Chair retainer | $20,000 | Additional annual cash retainer for Chair |
| Committee member fees | $0 | Members do not receive cash retainers; only committee chairs do |
| Committee chair fees | Audit $20,000; Compensation $15,000; Nominating $10,000 | Hornik is not a committee chair in 2024 |
| 2024 cash fees (Hornik) | $60,000 | $40k director + $20k chair |
- Policy: Annual equity grant of $200,000 in RSUs to each continuing non‑employee director at the annual meeting; vests quarterly over one year; accelerates upon change of control .
- Expenses: Directors reimbursed for reasonable board-related expenses .
Performance Compensation
Fastly’s 2024 incentive framework (for executives overseen by the Compensation Committee) used the following metrics; outcomes affect pay-for-performance alignment and governance signals:
| Metric | Threshold (50% payout) | Target (100%) | Max (150%) | Actual | Payout Factor |
|---|---|---|---|---|---|
| Revenue | $559M | $589M | $618M | $544M | 0% |
| Non‑GAAP Operating Loss % of Revenue | −7.0% | −3.5% | 0% | −5.0% | 75.0% |
| Weighted payout | 66.7% revenue; 33.3% op loss % | — | — | — | 25.0% of target (below target) |
2025 program changes implemented (rTSR PSUs vs. Russell 2000; adjusted PSU/RSU mix) respond directly to investor feedback led by Hornik/Meyers .
Other Directorships & Interlocks
| Company | Relationship Type | Interlock/Relationship |
|---|---|---|
| Bill.com Holdings, Inc. | Current public board | No Fastly‑disclosed related‑party transactions with Bill.com |
| GitLab Inc.; Splunk Inc. | Prior public boards | Historical roles only |
| Equinix, Inc. | Vendor relationship considered in independence review (Meyers Exec Chair; Paisley director) | Board reviewed this commercial relationship for independence; not tied to Hornik personally |
No Hornik‑specific related‑party transactions were disclosed; Audit Committee reviews related‑party matters under a formal policy .
Expertise & Qualifications
- Skill matrix indicates Hornik contributes in business/management, technology/innovation, finance & capital allocation, strategic transactions, and ESG/responsibility dimensions .
- Legal training and venture capital experience provide governance, transaction, and fiduciary acumen .
Equity Ownership
| Holder | Shares Beneficially Owned | % of Shares Outstanding | RSUs Outstanding | Options Outstanding | Pledged Shares |
|---|---|---|---|---|---|
| David Hornik | 228,257 | <1% | 13,333 | 0 | None disclosed |
- Ownership guidelines: Non‑employee directors must hold 4x annual cash retainer for Board and committee service. For Hornik, guideline = 4 × $60,000 = $240,000. Using Fastly’s 12/31/2024 closing price of $9.44, Hornik’s 228,257 shares ≈ $2.15M, exceeding guidelines; time‑based RSUs also count toward compliance (PSUs excluded) .
- Anti‑hedging/pledging: Company prohibits hedging; pledging requires strict approval. Only Bergman’s pledge is disclosed; no pledges for Hornik .
Governance Assessment
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Strengths
- Independent Chair since 2023; separation of Chair/CEO enhances oversight and accountability .
- Active engagement with investors on compensation, leading program improvements (rTSR PSUs; performance mix) .
- Strong ownership alignment: substantial personal holdings and annual RSU grants; exceeds ownership guideline .
- Committee service on Compensation and Nominating & Governance; no compensation committee interlocks; independent consultant (Semler Brossy) used, with independence confirmed .
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Watch items / RED FLAGS
- Say‑on‑pay support low (51.6% in 2024; 47.1% in 2023), indicating shareholder concern on pay design; oversight response underway but continued monitoring warranted .
- Board independence review noted vendor relationship with Equinix (Meyers/Paisley). While not tied to Hornik, interlocks across the board require continued conflict management .
- No Hornik‑specific related‑party transactions or pledging disclosed; maintain vigilance given venture affiliations and potential future related‑party exposure .
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Attendance/engagement signal: Board met 9 times; committees were active; Hornik attended the 2024 annual meeting; directors (except one on parental leave) met the 75%+ attendance threshold .
Director Compensation
| Year | Cash Fees | Equity Awards (Grant‑Date Fair Value) | Total |
|---|---|---|---|
| 2024 | $60,000 | $199,995 | $259,995 |
- Structure: Annual $40k cash retainer; $20k additional for Board Chair; annual director RSU grant $200k; committee chair fees only (Audit $20k; Compensation $15k; Nominating $10k) .
- Equity vesting: Quarterly over one year; full acceleration upon change of control .
Insider Trades
- Attempted to retrieve Form 4 transactions for David Hornik (2024–2025) via the insider‑trades skill, but access was unauthorized; rely on proxy ownership disclosures above. No delinquent Section 16(a) filings reported in 2024 .