Vanessa Smith
FastlyAbout Vanessa Smith
Vanessa Smith, age 49, has served as an independent director of Fastly, Inc. since November 2021. She is President of ServiceNow.org (since May 2023) and previously served as SVP of Industries at ServiceNow (2020–2023) and held senior go-to-market leadership roles at SAP (2004–2020). She holds a B.S. in Commerce from the University of Virginia and an MBA from the University of Maryland .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| ServiceNow.org | President | May 2023–Present | Social impact leadership; external stakeholder engagement |
| ServiceNow, Inc. | SVP, Industries | Sep 2020–May 2023 | Industry strategy and GTM execution |
| SAP | RVP Strategic Customers; SVP HCM LOB; various GTM roles | Oct 2004–Aug 2020 | Large-account GTM; human capital management domain expertise |
External Roles
| Type | Organization | Role | Notes |
|---|---|---|---|
| Corporate/Nonprofit | ServiceNow.org | President | Current external executive role; not a Fastly vendor relationship disclosed |
| Public company boards | — | — | No other public company directorships disclosed for Ms. Smith |
Board Governance
- Independence: Determined independent under NYSE standards; 7 of 9 directors, including Smith, independent .
- Committee assignments: Member, Nominating and Corporate Governance Committee (4 meetings in 2024; she is not a chair) .
- Attendance: Board met 9 times in 2024; except for one director on parental leave, each member attended ≥75% of Board/committee meetings; Smith attended the 2024 annual meeting .
- Board leadership: Independent Chair (David Hornik) and separation of Chair/CEO roles; governance oversight distributed across committees .
- Skills matrix indicators for Smith: Business & Management, Customer Experience, Technology/Innovation, Operations .
| Governance Item | Status/Details |
|---|---|
| Independent Director | Yes |
| Board Class/Term | Director continuing in office until 2027 annual meeting |
| Committee Membership | Nominating & Corporate Governance (Member) |
| Meeting Attendance | ≥75% threshold met; attended 2024 annual meeting |
| Lead Independent Director | Not applicable to Smith; Board has independent Chair |
Fixed Compensation
| Component (2024) | Amount | Notes |
|---|---|---|
| Annual Board cash retainer | $40,000 | Paid quarterly in arrears |
| Committee membership fees | $0 | Members do not receive cash retainers |
| Committee chair fees | N/A for Smith | Chairs: Audit $20,000; Compensation $15,000; Nominating $10,000 |
| Meeting fees | Not disclosed | No meeting fees policy disclosed |
Performance Compensation
| Equity Element | Grant Value (2024) | Vesting | Shares Outstanding at 12/31/2024 | Change-in-Control Treatment |
|---|---|---|---|---|
| Annual RSU (continuing director) | $199,995 grant date fair value | Vests quarterly over one year; fully vested by next annual meeting or 1-year anniversary | 13,333 RSUs outstanding | Unvested director awards fully vest immediately prior to change-in-control |
Non-employee director equity is time-based RSUs; no performance-based (PSU) metrics are used for directors .
Other Directorships & Interlocks
| Company | Relationship | Potential Interlock/Conflict |
|---|---|---|
| Equinix, Inc. | Fastly vendor; other Fastly directors (Meyers, Paisley) serve on Equinix board | Board assessed independence with consideration of Equinix relationship; Smith not implicated |
| ServiceNow.org | Smith is President | No related-party transactions with Fastly disclosed |
Expertise & Qualifications
- Domain expertise: GTM leadership, customer experience, technology/innovation, operations .
- Education: B.S. Commerce (UVA), MBA (University of Maryland) .
- Board role focus: Nominating & Corporate Governance Committee oversight of director independence, conflicts, composition, evaluation, and ESG matters .
Equity Ownership
| Metric | Amount | Notes |
|---|---|---|
| Beneficial ownership shares | 57,093 shares | <1% of outstanding shares |
| Outstanding RSUs (director) | 13,333 RSUs | Director RSU balance as of 12/31/2024 |
| Ownership guideline (directors) | 4x annual cash retainer | Directors must meet guideline within 5 years |
| Required value | $160,000 (4 × $40,000) | Based on cash retainer |
| Indicative value of beneficial shares | ~$539,000 (57,093 × $9.44) | Using 12/31/2024 closing price $9.44 |
Anti-hedging policy prohibits hedging, margin accounts, and speculative trading; anti-pledging requires pre-approval and financial capacity. No other executive officer or director (besides the disclosed Bergman pledge) has pledged shares; Smith has no pledging disclosed .
Insider Trades
| Item | 2024 Status |
|---|---|
| Section 16(a) filing timeliness | Company believes all Section 16 filings complied with on a timely basis for 2024 |
Governance Assessment
- Committee work and independence: Smith is an independent director actively serving on the Nominating & Corporate Governance Committee, aligning with oversight of independence, conflicts, and ESG—positive for board effectiveness .
- Attendance and engagement: Met the ≥75% attendance threshold and attended the annual meeting in 2024—supports engagement .
- Compensation alignment: Standard director cash retainer with time-based RSU grants; no special chair fees; equity vests over one year—balanced and consistent with market norms .
- Ownership alignment: Beneficial ownership suggests compliance with director ownership guidelines (indicative value > required 4x retainer) within prescribed timeframe—positive alignment .
- Conflicts/related party exposure: No related-party transactions or pledging/hedging by Smith disclosed—no governance red flags identified for Smith .
Red flags: None disclosed for Vanessa Smith. Broader board context notes say-on-pay support was 51.6% in 2024, indicating investor scrutiny of executive compensation design (not director pay); board and Compensation Committee conducted outreach and introduced changes for 2025, improving alignment signals .