Paula Loop
FastlyAbout Paula Loop
Paula Loop (age 63) is an independent director of Fastly, Inc. since July 2021. She spent 30+ years at PricewaterhouseCoopers (PwC) as an Assurance Partner, chaired PwC’s Board of Partners Risk and Quality Committee, led PwC’s Governance Insights Center, and served as New York Metro Regional Assurance Leader; she holds a B.S. in Business Administration from UC Berkeley . She is designated an audit committee financial expert under Item 407(d) and currently serves on Fastly’s Audit Committee and Nominating and Corporate Governance Committee .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| PricewaterhouseCoopers LLP | Assurance Partner; New York Metro Regional Assurance Leader; Leader, Governance Insights Center; Board of Partners Risk & Quality Committee Chair | 30+ years | Led governance thought leadership; chaired risk/quality oversight at firm-level |
External Roles
| Company | Role | Since | Committees/Impact |
|---|---|---|---|
| APi Group | Director | March 2022 | Not disclosed in Fastly proxy |
| Robinhood Markets | Director | June 2021 | Not disclosed in Fastly proxy |
Board Governance
- Independence: The Board determined Ms. Loop is independent under NYSE standards; seven of nine directors are independent .
- Engagement: She attended the Company’s 2024 annual meeting . The Board met nine times in 2024; each Board member (except Mr. Bergman due to parental leave) attended at least 75% of Board and committee meetings during their service .
| Committee | Role | Chair | 2024 Meetings |
|---|---|---|---|
| Audit Committee | Member; Audit Committee Financial Expert | Christopher B. Paisley | 13 |
| Nominating & Corporate Governance Committee | Member | Aida Álvarez | 4 |
- Risk oversight: Audit oversees financial reporting, investments/FX, tax, internal controls, and related-party transactions; Nominating oversees director independence, conflicts, succession, governance (incl. ESG), and board evaluations .
Fixed Compensation
| Component | 2024 Amount | Notes |
|---|---|---|
| Annual cash retainer | $40,000 | Non-employee director Board retainer |
| Committee chair fees | $0 | Not a chair; chair fees: Audit $20k, Compensation $15k, Nominating $10k |
| Annual equity grant (RSUs) | $199,995 (grant-date fair value) | Annual RSUs granted to continuing directors; vest quarterly over ~1 year |
| Total | $239,995 | 2024 director compensation summary |
Policy highlights:
- Initial equity for new directors: $400,000 RSUs, 1-year vest .
- Annual equity for continuing directors: $200,000 RSUs, quarterly vest, fully vested by next annual meeting or 1 year .
- Change-of-control: Unvested director equity vests in full immediately prior to closing, subject to continued service .
Performance Compensation
| Performance-linked Components | Status |
|---|---|
| Director performance metrics (cash/equity) | None disclosed; non-employee director equity is time-based RSUs, not PSUs/options |
Other Directorships & Interlocks
| Entity | Nature | Potential Interlock/Conflict |
|---|---|---|
| Equinix, Inc. (Fastly vendor) | Commercial relationship considered by Board; Equinix Executive Chairman Charles Meyers and director Christopher Paisley also serve on Fastly’s Board | Board reviewed independence in light of vendor ties; no independence issues disclosed for Ms. Loop |
| APi Group; Robinhood Markets | Ms. Loop serves as director | No related-party transactions with Fastly disclosed |
Expertise & Qualifications
- Audit/financial expertise: Audit committee financial expert designation (Item 407(d)) .
- Skills matrix: Business & Management; International Business; Operations; Finance & Capital Allocation; Environmental & Social Responsibility .
Equity Ownership
| Holder | Shares Beneficially Owned | % of Outstanding | Unvested RSUs Outstanding | Pledged/Hedged | Ownership Guidelines |
|---|---|---|---|---|---|
| Paula Loop | 56,601 | <1% | 13,333 RSUs as of 12/31/2024 | No pledging disclosed; hedging prohibited by policy | Non-employee directors: 4× annual cash retainer |
Policy notes:
- Anti-hedging: Directors prohibited from hedging or short-term speculative trades in Company securities .
- Anti-pledging: Pledging generally prohibited without CFO/CLO approval per guidelines; only Mr. Bergman disclosed pledging; no other directors disclosed pledges .
Governance Assessment
- Committee coverage and capability: Ms. Loop’s audit expertise and roles on Audit and Nominating & Governance strengthen board oversight of financial reporting, controls, independence/conflicts, and ESG .
- Independence and attendance: Board affirmed her independence; she met at least the 75% attendance requirement and attended the 2024 annual meeting, indicating engagement .
- Compensation alignment: Standard mix of modest cash retainer plus time-based RSUs; director ownership guidelines at 4× cash retainer promote alignment, though individual guideline compliance status is not disclosed .
- Shareholder sentiment: At the 2025 meeting, Ms. Loop was re-elected with 56,426,089 votes For, 21,886,095 Withhold, and 30,334,930 broker non-votes; the say-on-pay advisory vote passed with 46,674,384 For, 31,442,788 Against, 195,012 Abstain, and 30,334,930 broker non-votes .
- Related-party/conflicts: No related-person transactions involving Ms. Loop disclosed; Board reviewed vendor relationships (Equinix) for independence; no issues noted for Ms. Loop .
RED FLAGS
- None disclosed specific to Ms. Loop: no related-party transactions, no pledging/hedging, and independence affirmed .
Election Results (2025)
| Nominee | For | Withhold | Broker Non-Votes |
|---|---|---|---|
| Paula Loop | 56,426,089 | 21,886,095 | 30,334,930 |