Richard Daniels
FastlyAbout Richard Daniels
Richard Daniels, age 70, has served as an independent director of Fastly since November 2021. He retired from Kaiser Permanente in 2020 as Executive Vice President & Chief Information Officer and previously held technology leadership roles at Capital One and JPMorgan. Daniels holds a B.A.Sc. in Business Administration and Management from Texas State University and is affirmatively determined independent under NYSE standards .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Kaiser Permanente | Executive Vice President & CIO | Retired in 2020 | Enterprise technology oversight; information security risk leadership |
| Capital One | Technology leadership roles | Not disclosed | Large-scale tech operations; risk and security orientation |
| JPMorgan | Technology leadership roles | Not disclosed | Financial services technology; operational resilience |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| CSAA Insurance Group | Director | Current | Insurance sector board service |
| Parkland Center for Clinical Innovation | Board member | Current | Non-profit healthcare analytics |
| SVB Financial Group | Director | Oct 2020 – Nov 2024 | Departed in 2024 |
| Playworks | Board member | Dec 2015 – Jan 2023 | Non-profit board experience |
Board Governance
- Independence: Daniels is one of seven independent directors (of nine) per NYSE standards .
- Committee work: Member, Audit Committee (chair: Christopher B. Paisley; Loop and Paisley designated financial experts) .
- Attendance: Board met nine times in 2024; except for one director on parental leave, each member attended at least 75% of aggregate Board and committee meetings. Daniels attended the 2024 annual meeting .
- Risk oversight: Audit Committee oversees financial reporting, internal controls, investment and FX risks, tax, and related-party transactions .
| Committee | Role | 2024 Meetings | Independence |
|---|---|---|---|
| Audit Committee | Member | 13 | Independent |
| Compensation Committee | Not a member | 4 | — |
| Nominating & Corporate Governance | Not a member | 4 | — |
Fixed Compensation
| Component (2024) | Amount | Notes |
|---|---|---|
| Annual Board cash retainer | $40,000 | Standard non-employee director retainer |
| Committee chair cash fees | $0 | Daniels is not a chair; chairs receive Audit $20,000, Comp $15,000, Nominating $10,000 |
| Annual equity grant (RSUs) | $199,995 | Standard annual director RSU grant value |
Performance Compensation
| Equity Award | Number of RSUs | Grant Value | Vesting | Change-of-control treatment | Performance Metrics |
|---|---|---|---|---|---|
| Annual Director RSUs (2024) | 13,333 | $199,995 | Quarterly over ~1 year; fully vested by next annual meeting or 1-year anniversary | Unvested portion fully vests immediately prior to closing | None; director equity is time-based RSUs (no PSUs/metrics) |
Other Directorships & Interlocks
| Company/Entity | Public? | Overlap/Interlock | Potential Conflict |
|---|---|---|---|
| CSAA Insurance Group | No | None disclosed | None disclosed |
| Parkland CCI | No | None disclosed | None disclosed |
| SVB Financial Group | Yes | Former director (to Nov 2024) | None disclosed with Fastly customers/vendors |
The Board explicitly reviewed commercial relationships with Equinix (vendor) in independence determinations; those interlocks relate to other directors (Meyers, Paisley), not Daniels .
Expertise & Qualifications
- Board skills: Business & Management; Technology/Innovation; Cybersecurity/Information Security/Privacy; Operations; Finance & Capital Allocation .
- Background: CIO-level experience at Kaiser Permanente; prior technology leadership in financial services (Capital One, JPMorgan) .
Equity Ownership
| Item | Amount | Notes |
|---|---|---|
| Total beneficial ownership (shares) | 54,327 | Directly held shares |
| Ownership % of outstanding | <1% | Denoted “*” in table |
| Unvested RSUs outstanding | 13,333 | Director RSUs as of Dec 31, 2024 |
| Hedging/Pledging | No pledging; hedging prohibited | Company policy prohibits hedging; pledging only by exception. No other director/officer has pledged shares (Bergman only) |
| Stock Ownership Guideline | 4x annual cash retainer | Non-employee directors must hold 4x retainer value |
| Approx. value of holdings vs guideline | ~$639,000 | (54,327 + 13,333) × $9.44 closing price on 12/31/2024; exceeds 4×$40,000 guideline |
Insider Trading & Filing Compliance
| Item | 2024 Status |
|---|---|
| Section 16(a) filings | All timely; no delinquent filings noted |
Governance Assessment
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Strengths
- Independent director with deep CIO experience in healthcare and financial services; listed skills include cybersecurity/information security—aligned with Fastly’s risk profile .
- Active Audit Committee member; committee met 13 times in 2024 and oversees key risk areas including related-party reviews and internal controls; strong attendance baseline (≥75%) and annual meeting presence .
- Compensation alignment: meaningful equity retainer; robust ownership guideline (4x cash retainer); Daniels’ reported holdings and outstanding RSUs suggest strong alignment and likely guideline compliance at prevailing prices .
-
Potential Watch Items
- Prior directorship at SVB Financial Group through November 2024; no related-party transactions disclosed with Fastly, but investors may monitor for any perceived reputational risk carryover (none indicated in filings) .
- No committee chair role; influence is primarily via Audit Committee membership rather than chair leadership .
-
Red Flags
- None disclosed regarding conflicts, related-party transactions, pledging, hedging, or attendance deficiencies for Daniels .
Overall, Daniels’ profile supports board effectiveness in risk oversight and investor confidence through independence, Audit Committee service, and cybersecurity expertise. No conflicts or compensation anomalies are disclosed for him .