AKAMAI TECHNOLOGIES INC 8-K

What Happened Akamai Technologies, Inc. filed an 8‑K (Feb 17, 2026) reporting that its Talent, Leadership & Compensation Committee adopted 2026 bonus and equity programs for the CEO, CFO and other named executives. Bonuses for the five named executives will be paid in vested shares under the company’s 2013 Stock Incentive Plan (not cash). Bonus awards are tied 50% to revenue and 50% to adjusted operating income for fiscal 2026, with an ESG modifier that can increase or decrease the award by up to 10%. The Committee also approved March 2, 2026 RSU grants (annual-vesting, corporate performance-based, and stock performance-based) with detailed target and maximum dollar values for each executive.

Key Details

• Executives covered: F. Thomson Leighton (CEO), Edward McGowan (CFO), Paul Joseph, Adam Karon, Mani Sundaram.
• CEO base salary set at $1.00 for 2026; CEO target bonus value $1,500,000, maximum $3,300,000. CFO base $535,000; CFO target = 85% of salary, max = 187% of salary. Other named executive base salaries and target/max bonus % are specified in the filing.
• Bonus payment method: paid in shares; number of shares = bonus value ÷ closing share price on the date 2026 financial results are certified. Foreign currency effects will be considered in performance calculations.
• RSU grants (to be issued March 2, 2026): annual-vesting RSUs (1/3 vest each year for 3 years); corporate performance RSUs (measured vs. revenue and non‑GAAP EPS over FY2026–2028; threshold at >90% of target, target = 100%, max at 110%); stock performance RSUs (TSR vs. S&P 500 over 2026–2028 with percentile-based payout: 50th = 100% target, up to 200% at 75th percentile, no payout below 25th percentile). Dollar values for RSU awards (annual | corporate target/max | stock target/max): Leighton $7,250,000 | $2,900,000/$5,800,000 | $4,350,000/$8,700,000; McGowan $2,755,000 | $1,102,000/$2,204,000 | $1,653,000/$3,306,000; Joseph $2,230,000 | $892,000/$1,784,000 | $1,338,000/$2,676,000; Karon $3,430,000 | $1,372,000/$2,744,000 | $2,058,000/$4,116,000; Sundaram $2,325,000 | $930,000/$1,860,000 | $1,395,000/$2,790,000. (Performance‑based RSU share counts are calculated using the maximum deliverable.)

Why It Matters These actions show how Akamai ties executive pay to revenue, adjusted operating income, ESG outcomes and relative shareholder returns (TSR). For investors, key takeaways are that (1) bonuses will be settled in stock rather than cash, and (2) sizeable RSU awards were authorized with multi‑year performance conditions—both can lead to future share issuance if targets are met, affecting share count and dilution. The detailed performance metrics and vesting schedules clarify how management incentives align with company financial and stock performance through 2028.