Form 4: Fastly Director Vanessa Smith Granted Over 24,000 Restricted Stock Units

Fastly, Inc. Director Vanessa C. Smith was granted 24,906 shares of Class A Common Stock in the form of Restricted Stock Units (RSUs) on June 11, 2025, as part of her compensation.

Summary

• Fastly, Inc. Director Vanessa C. Smith acquired 24,906 shares of Class A Common Stock on June 11, 2025.
• These shares were granted as Restricted Stock Units (RSUs) with a transaction price of $0.
• Following this transaction, Ms. Smith beneficially owns a total of 88,666 shares of Class A Common Stock.
• The RSUs vest quarterly over one year from the grant date, subject to continued service as a director.
• Full vesting will occur on the earlier of the next annual stockholders' meeting or the one-year anniversary of the grant date.

Sentiment

Score: 7

Explanation: The document reports a routine RSU grant to a director, which is a positive for aligning management interests with shareholders and retaining talent. There are no negative financial implications beyond standard dilution from equity compensation.

Positives

• The grant of 24,906 Restricted Stock Units (RSUs) to Director Vanessa C. Smith aligns her interests with shareholders, as the value of these units is tied to the company's stock performance.
• The vesting schedule over one year encourages long-term commitment and continued service from a key board member.

Negatives

• The issuance of new RSUs, upon vesting and settlement, will result in a minor dilutive effect on existing shareholders, though this is a standard component of executive and director compensation.

Risks

• The vesting of the granted Restricted Stock Units (RSUs) is contingent upon Vanessa C. Smith's continued service as a director of Fastly, Inc. through each applicable vesting date.

Future Outlook

The Restricted Stock Units granted to Director Vanessa C. Smith are scheduled to vest quarterly over one year following the grant date, with full vesting occurring on the earlier of the next annual meeting of stockholders or the one-year anniversary of the grant date, contingent on her continued service as a director.

Industry Context

This Form 4 filing reflects a routine compensation event for a director at a publicly traded technology company. Granting Restricted Stock Units (RSUs) is a common practice across the tech industry to incentivize and retain key personnel by aligning their financial interests with the long-term performance of the company's stock.

Comparison to Industry Standards

• The grant of Restricted Stock Units (RSUs) as part of director compensation is a standard practice in the technology sector, comparable to compensation structures at companies like Cloudflare (NET), Akamai Technologies (AKAM), or Zscaler (ZS), which also utilize equity awards to incentivize their board members.
• The vesting schedule of quarterly over one year is typical for director RSU grants, aiming to ensure continued engagement and alignment with shareholder interests over a reasonable period.

Corporate Governance

Related Party Transactions

• The grant of Restricted Stock Units (RSUs) to Director Vanessa C. Smith constitutes a related party transaction, which is a standard form of compensation for board members.

Stakeholder Impact

• **Shareholders:** Minor potential dilution upon RSU vesting, but overall positive due to enhanced alignment of director's interests with company performance.
• **Employees:** No direct impact mentioned, but reflects standard equity compensation practices within the company.
• **Director (Vanessa C. Smith):** Positive impact through increased equity ownership and potential future value realization.

Next Steps

• The granted Restricted Stock Units (RSUs) will vest quarterly over the next year, subject to the director's continued service.
• Full vesting is expected by the earlier of the next annual stockholders' meeting or the one-year anniversary of the grant date.

Key Dates

Keywords

Fastly, FSLY, SEC Form 4, Restricted Stock Units, RSUs, Insider Trading, Director Compensation, Stock Grant, Beneficial Ownership