Scott Lovett
FastlyAbout Scott Lovett
Scott Lovett (age 59) is Chief Revenue Officer (CRO) at Fastly. He joined Fastly in 2024 after serving as CRO at Imperva (2021–2024) and SVP of Global Web & Security Sales at Akamai (2018–2021). He holds a BA in Communications from Eastern Illinois University . Fastly’s 2024 operating context included 7% revenue growth to $543.7M, improving non-GAAP gross margin to 57.8% and narrowing non-GAAP operating loss to $27.0M, though GAAP net loss was $158.1M; the bonus/PSU framework paid out at 25% of target for 2024 based on revenue and non-GAAP operating loss metrics (Lovett was on a sales commission plan) .
Past Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| Imperva, Inc. | Chief Revenue Officer | 2021–2024 | Led global go-to-market as CRO in application and data security; relevant to Fastly’s security portfolio |
| Akamai Technologies, Inc. | SVP, Global Web & Security Sales | 2018–2021 | Drove web/security sales at scale; domain adjacency to Fastly’s edge/security strategy |
External Roles
No public company directorships or external board roles disclosed for Lovett .
Fixed Compensation
| Element | FY2024 | Notes |
|---|---|---|
| Base salary | $450,000 | Annualized base at appointment as CRO (June 3, 2024) |
| Other cash | $0 | No guaranteed bonus; executive program emphasizes variable pay; commissions reported separately below |
| Benefits/perqs | $105 | Life insurance premium included in “All Other Compensation” for 2024 |
Performance Compensation
- 2024 sales commission plan (Lovett did not participate in the corporate bonus/PSU cycle granted March 2024):
- Target commission: $450,000 full-year (pro-rated $225,000 from start date); earned $236,583 for 2024; commissions paid post-quarter upon revenue receipt .
- Equity:
- New-hire RSU grant approved July 2024 with grant date fair value $8,742,507; 1,226,158 RSUs vesting 25% on June 15, 2025 and the remainder in 12 equal quarterly installments (4-year schedule) .
- Lovett did not receive 2024 PSUs (was not yet employed at the March 2024 grant) .
Detailed incentive metrics and outcomes
| Program | Metric(s) | Weight | Target | Actual | Payout/earn-out | Vesting mechanics |
|---|---|---|---|---|---|---|
| FY2024 Sales Commission | Revenue quotas | 100% | $450,000 (full-year); $225,000 pro-rated | $236,583 | $236,583 | Commissions paid after quarter-end upon revenue receipt |
| 2025 Forward LTI design (non-CEO NEOs) | rTSR vs Russell 2000 | 15% of LTI | Not disclosed | N/A | N/A | 3-year performance period (PSUs) |
| 2025 Forward LTI design (non-CEO NEOs) | Revenue and non-GAAP operating loss | 25% of LTI | Not disclosed | N/A | N/A | 1-year performance period (PSUs) |
| 2025 Forward LTI design (non-CEO NEOs) | Time-based RSUs | 60% of LTI | N/A | N/A | N/A | Multi-year time vest |
Notes:
- Company-wide 2024 annual incentive metrics (for other NEOs) were 66.7% revenue and 33.3% non-GAAP operating loss % of revenue; outcome certified at 25% of target. Lovett was on the sales plan instead of this pool in 2024 .
Equity Ownership & Alignment
| Ownership snapshot (as of stated date) | Amount | Detail |
|---|---|---|
| Beneficial ownership (3/15/2025) | 0 shares | Reported in proxy beneficial ownership table |
| Unvested RSUs (12/31/2024) | 1,226,158 | Market value $11,574,932 at $9.44 close on 12/31/2024 |
| Options outstanding | 0 | No option awards disclosed for Lovett |
| Pledged shares | None | Only Bergman has an approved pledge; no other exec pledging disclosed |
| Hedging policy | Prohibited | Company-wide anti-hedging policy |
| Ownership guidelines | 3x base salary | Executives must reach guideline within 5 years; includes time-based RSUs; excludes PSUs until earned |
Vesting schedule for 2024 Lovett new-hire RSUs:
- 25% on June 15, 2025; remaining 75% in 12 equal quarterly installments thereafter (4 years total), subject to continued service .
Implications:
- Significant unvested RSU overhang provides strong retention tether and could create periodic supply upon vesting windows; anti-hedging and no pledging reduce forced-sale risk .
Employment Terms
| Term | Details |
|---|---|
| Start date and role | Appointed CRO effective June 3, 2024 |
| 2024 cash comp structure | Base salary $450,000; no corporate bonus; sales commission plan (earned $236,583 in 2024) |
| 2024 equity | New-hire RSU grant: 1,226,158 units; grant date fair value $8,742,507; 4-year vesting (25% then quarterly) |
| Severance (non-CIC) | 9 months base salary; up to 9 months COBRA; 9 months vesting acceleration for time-based equity; pro-rated/actual for performance awards, subject to release |
| Severance (CIC double-trigger) | 12 months base salary; up to 12 months COBRA; 100% acceleration of time-based awards; performance awards based on actual achievement, subject to release |
| Clawback | Maintained clawback policy for incentive comp |
| Gross-ups | No excise tax gross-ups; standard 280G cutback applies |
| Non-compete/other restrictive covenants | Not specifically disclosed in proxy for Lovett; standard insider trading/hedging restrictions apply |
Estimated potential payments (as of 12/31/2024 prices)
- Non-CIC termination: $337,500 cash; equity acceleration value $2,893,728; COBRA $29,123; total $3,260,351 .
- CIC double-trigger: $450,000 cash; equity acceleration value $11,574,932; COBRA $38,831; total $12,063,762 .
Compensation Structure Analysis
- New-hire heavy equity weighting: 2024 compensation dominated by a large time-based RSU to align and retain, with sales commission variable cash vs. corporate bonus pool; no 2024 PSU participation due to start timing .
- Shift toward performance equity in 2025: For non-CEO NEOs (including CRO), LTI mix moves to 40% performance-based (15% 3-year rTSR, 25% 1-year financial PSUs) and 60% RSUs, enhancing pay-for-performance alignment versus 2024 .
- Governance response to low say-on-pay: Support improved from 47.1% (2023 vote) to 51.6% (2024 vote); Fastly added rTSR PSUs and increased performance mix in 2025 to address investor feedback .
Say-on-Pay & Shareholder Feedback
| Year of vote | Say-on-pay support | Response |
|---|---|---|
| 2023 (on FY2022 comp) | 47.1% | Initiated outreach; reviewed program design |
| 2024 (on FY2023 comp) | 51.6% | Introduced 3-year rTSR PSUs and adjusted performance mix for 2025 |
Expertise & Qualifications
- Domain: Edge delivery and security go-to-market leadership at Akamai and Imperva; communications degree (Eastern Illinois University) .
- CRO scope: Direct accountability for revenue growth, sales execution, and alignment with product/security roadmap highlighted in 2024 Business Highlights .
Multi‑Year Compensation (Lovett as NEO)
| Year | Salary ($) | Stock awards ($) | Non‑equity incentive/commissions ($) | All other comp ($) | Total ($) |
|---|---|---|---|---|---|
| 2024 | 262,500 | 8,742,507 | 236,583 | 2,105 | 9,243,695 |
Key 2024 Company Performance Context
| Metric (FY2024) | Value |
|---|---|
| Revenue | $543.7M; +7% YoY |
| GAAP gross margin | 54.4% (vs. 52.6% in 2023) |
| Non-GAAP gross margin | 57.8% (vs. 56.9% in 2023) |
| GAAP operating loss | $167.9M (vs. $198.0M in 2023) |
| Non-GAAP operating loss | $27.0M (vs. $36.7M in 2023) |
| GAAP net loss | $158.1M (vs. $133.1M in 2023) |
Investment Implications
- Alignment and retention: A substantial four-year new-hire RSU (1.23M units) combined with stricter stock ownership guidelines (3x salary within five years) suggests strong retention anchors and alignment; no pledging and anti-hedging policies mitigate adverse trading behaviors .
- Performance orientation improving: While 2024 lacked PSU exposure for Lovett due to timing, the 2025 mix adds multi-year rTSR and financial PSUs, potentially improving pay-for-performance optics amid historically low say-on-pay support .
- Trading cadence: The vesting schedule (25% cliff in June 2025, then quarterly) can create predictable supply windows; monitor 10b5‑1 filings and Form 4s around vest dates for selling pressure signals .
- Downside protections and CIC terms: Double-trigger 100% equity acceleration under CIC with 12 months cash/COBRA enhances retention through strategic optionality; standard 280G cutback (no gross‑up) is shareholder‑friendly .