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Section 1: DEF 14A (DEF 14A)

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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549
__________________________
SCHEDULE 14A
(Rule 14a-101)

INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION

PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE
SECURITIES EXCHANGE ACT OF 1934
Filed by the Registrant  þ
Filed by a Party other than the Registrant  ¨
Check the appropriate box:
 
¨       Preliminary Proxy Statement
¨    Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e) (2)
þ       Definitive Proxy Statement
¨       Definitive Additional Materials
¨       Soliciting Material Pursuant to § 240.14a-12
LIMELIGHT NETWORKS, INC.
(Name of Registrant as Specified In Its Charter)    
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
 
þ
No fee required.
¨
Fee computed on table below per Exchange Act Rules 14a-6(i) (1) and 0-11.
 
(1)
Title of each class of securities to which transaction applies:
 

 
(2)
Aggregate number of securities to which transaction applies:
 
 

 
(3)
Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (Set forth the amount on which the filing fee is calculated and state how it was determined):
  
 
(4)
Proposed maximum aggregate value of transaction:
 

 
(5)
Total fee paid:
 
 




¨
Fee paid previously with preliminary materials.
 
¨
Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.
 
 
(1)
Amount Previously Paid:
 
 

 
(2)
Form, Schedule or Registration Statement No.:
 
 

 
(3)
Filing Party:
 
 

 
(4)
Date Filed:
 
 





Notice of 2019 Annual Meeting of Stockholders and Proxy Statement
Meeting Date: Thursday, May 2, 2019
Time: 9:00 a.m. local time
 
Meeting Location:
 
AC Hotel by Marriott Phoenix Tempe/Downtown
 
 
100 E. Rio Salado Pkwy
 
 
Tempe, Arizona 85281
 
 
 
 
 
 
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Limelight Networks, Inc.
222 South Mill Avenue, 8th Floor
Tempe, Arizona 85281
To Our Stockholders:
You are cordially invited to attend the Limelight Networks, Inc. 2019 Annual Meeting of Stockholders. The Annual Meeting will be held on Thursday, May 2, 2019, at 9:00 a.m. local time, at the AC Hotel by Marriott Phoenix Tempe/Downtown, located at 100 E. Rio Salado Pkwy, Tempe, AZ 85281.
The expected actions to be taken at the Annual Meeting are described in the attached Proxy Statement and Notice of Annual Meeting of Stockholders. Included with the Proxy Statement is a copy of our Annual Report for the fiscal year ended December 31, 2018. We encourage you to read the Annual Report. It includes our audited financial statements and information about our operations, markets and services.
Stockholders of record as of March 4, 2019 may vote at the Annual Meeting.
We are pleased to inform you that this year we will be taking advantage of the “Notice and Access” method of providing proxy materials via the Internet. On or about Friday, March 22, 2019, we are mailing to our stockholders a Notice of Internet Availability of Proxy Materials containing instructions on how to access our Proxy Statement and Annual Report for the fiscal year ended December 31, 2018 and how to vote. This notice also contains instructions on how to receive a paper or e-mail copy of the proxy materials. We believe that this method will expedite your receipt of proxy materials, help conserve natural resources and reduce our printing and mailing costs.
Your vote is important. Whether or not you plan to attend the meeting, please promptly vote. Voting by proxy will ensure your representation at the meeting but does NOT deprive you of your right to attend the meeting and to vote your shares in person. The Proxy Statement explains more about the proxy voting. Please read it carefully. We look forward to seeing you at the Annual Meeting.
Sincerely,
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Walter D. Amaral
Non-Executive Chairman of the Board




NOTICE OF 2019 ANNUAL MEETING OF STOCKHOLDERS
 
Date:
 
Thursday, May 2, 2019
Time:
 
9:00 a.m. local time
Place:
 
AC Hotel by Marriott Phoenix Tempe/Downtown
 
 
100 E. Rio Salado Pkwy
 
 
Tempe, Arizona 85281
Matters to be voted on:
 
 
1.
Election of Jeffrey T. Fisher, David C. Peterschmidt, and Robert A. Lento as Class III directors.
 
 
2.
Ratification of Ernst & Young LLP as independent registered public accounting firm.
 
3.
Approval of Amendment 1 to the Company's 2013 Employee Stock Purchase Plan ("ESPP"), a copy of which is attached as Appendix A to the accompanying Proxy Statement.

The Annual Meeting will also address such other business as may properly come before the Annual Meeting or any postponement or adjournment thereof.
The foregoing items of business are more fully described in the Proxy Statement accompanying this Notice.
Only stockholders of record at the close of business on March 4, 2019 are entitled to notice of and to vote at the Annual Meeting. A Notice of Internet Availability of Proxy Materials containing instructions on how to access our Proxy Statement and Annual Report for the fiscal year ended December 31, 2018 and how to vote will be mailed on or about Friday, March 22, 2019, to all stockholders entitled to vote at the meeting.

By order of the Board of Directors,
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James R. Todd
Assistant General Counsel & Assistant Secretary
March 20, 2019



Important Notice Regarding the Availability of Proxy Materials for the Stockholder Meeting to be held on Thursday, May 2, 2019. The Proxy Statement and the Annual Report to Stockholders are available at http://www.limelight.com/annual-meeting-19/.
YOUR VOTE IS IMPORTANT.
ALL STOCKHOLDERS ARE CORDIALLY INVITED TO ATTEND THE ANNUAL MEETING. WHETHER OR NOT YOU PLAN TO ATTEND THE MEETING IN PERSON, IT IS IMPORTANT THAT YOUR SHARES BE REPRESENTED. FOR SPECIFIC INSTRUCTIONS ON VOTING, PLEASE REFER TO THE INSTRUCTIONS INCLUDED WITH THE NOTICE OF INTERNET AVAILABILITY OF PROXY MATERIALS OR THE PROXY CARD OR VOTING INSTRUCTION CARD INCLUDED WITH THE PROXY MATERIALS.



TABLE OF CONTENTS 
 
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Equity Compensation Plan Information




LIMELIGHT NETWORKS, INC.
PROXY STATEMENT FOR 2019
ANNUAL MEETING OF STOCKHOLDERS
INFORMATION CONCERNING SOLICITATION AND VOTING
The enclosed Proxy is solicited on behalf of the Limelight Networks, Inc. ("Limelight") Board of Directors, or Board, for use at the Annual Meeting of Stockholders to be held on Thursday, May 2, 2019, at 9:00 a.m. local time (the “Annual Meeting”), and at any postponement or adjournment thereof. The Annual Meeting will be held at the AC Hotel by Marriott Phoenix Tempe/Downtown, located at 100 E. Rio Salado Pkwy, Tempe, AZ 85281. The purposes of the Annual Meeting are set forth in the accompanying Notice of Annual Meeting of Stockholders.
As permitted by the rules adopted by the Securities and Exchange Commission, or SEC, we are making these proxy solicitation materials and the Annual Report for the fiscal year ended December 31, 2018, including the financial statements, available to our stockholders electronically via the Internet. A Notice of Internet Availability of Proxy Materials containing instructions on how to access our Proxy Statement and Annual Report for the fiscal year ended December 31, 2018 and how to vote will be mailed on or about Friday, March 22, 2019, to all stockholders entitled to vote at the meeting. Our principal executive offices are located at 222 South Mill Avenue, 8th Floor, Tempe, Arizona 85281. Our telephone number is (602) 850-5000.
GENERAL INFORMATION ABOUT THE MEETING
Who May Vote
You may vote if our records show that you own shares of Limelight as of March 4, 2019. As of the close of business on February 28, 2019, we had a total of 114,250,013 shares of common stock issued and outstanding, which were held of record by approximately 241 stockholders. As of February 28, 2019, we had no shares of preferred stock outstanding. You are entitled to one vote for each share that you own.
Voting Your Proxy
If a broker, bank or other nominee holds your shares, you will receive instructions from them that you must follow in order to have your shares voted. If a bank, broker or other nominee holds your shares and you wish to attend the meeting and vote in person, you must obtain a “legal proxy” from the record holder of the shares giving you the right to vote the shares.
If you hold your shares in your own name as a holder of record, you may instruct the proxy holders how to vote your common stock in one of the following ways:

Vote by Internet. You may vote via the Internet by following the instructions provided in the Notice or, if you received printed materials, on your proxy card. The website for Internet voting is www.proxyvote.com and is also printed on the Notice and on your proxy card. Internet voting is available 24 hours per day until 11:59 p.m., Eastern Time, on May 1, 2019. When you access the website, please have your Notice or proxy card in hand. You will be required to enter the unique control number imprinted on your Notice or proxy card in order to vote online. You will receive a series of instructions that will allow you to vote your shares of common stock. You will also be given the opportunity to confirm that your instructions have been properly recorded. IF YOU VOTE VIA THE INTERNET, YOU DO NOT NEED TO RETURN YOUR PROXY CARD.

Vote by Telephone. If you received printed copies of the proxy materials, you also have the option to vote by telephone by calling the toll-free number listed on your proxy card. Telephone voting is available 24 hours per day until 11:59 p.m., Eastern Time, on May 1, 2019. When you call, please have your proxy card in hand. You will receive a series of voice instructions that will allow you to vote your shares of common stock. You will also be given the opportunity to confirm that your instructions have been properly recorded. If you did not receive printed materials and would like to vote by telephone, you must request printed copies of the proxy materials by following the instructions on your Notice. IF YOU VOTE BY TELEPHONE, YOU DO NOT NEED TO RETURN YOUR PROXY CARD.

Vote by Mail. If you received printed materials and would like to vote by mail, then please mark, sign and date your proxy card and return it promptly so that it is received no later than May 1, 2019 in the postage-paid envelope provided with your printed materials. If you did not receive printed materials and would like to vote by mail, you must request printed copies of the proxy materials by following the instructions on your Notice.

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Of course, you may also choose to attend the meeting and vote your shares in person. The proxy holders will vote your shares in accordance with your instructions on the proxy card. If you sign and return a proxy card without giving specific voting instructions, your shares will be voted as recommended by our Board.
Matters to be Presented
We are not aware of any matters to be presented other than those described in this Proxy Statement. If any matters not described in this Proxy Statement are properly presented at the meeting, the proxy holders will use their own judgment to determine how to vote your shares. If the meeting is adjourned, the proxy holders can vote your shares on the new meeting date as well, unless you have revoked your proxy instructions.
Changing Your Vote
To revoke your proxy instructions if you are a holder of record, you must (i) advise our Corporate Secretary in writing before the proxy holders vote your shares, (ii) deliver later proxy instructions, or (iii) attend the meeting and vote your shares in person. If your shares are held by a bank, broker or other nominee, you must follow the instructions provided by the bank, broker or nominee.
Cost of This Proxy Solicitation
We will pay the cost of this proxy solicitation. We may, on request, reimburse brokerage firms and other nominees for their expenses in forwarding proxy materials to beneficial owners. In addition to soliciting proxies by mail, we expect that our directors, officers and employees may solicit proxies in person or by the Internet, telephone, or facsimile. None of these individuals will receive any additional or special compensation for doing this, although we will reimburse these individuals for their reasonable out-of-pocket expenses.
How Votes are Counted
The Annual Meeting will be held if a majority of the outstanding common stock entitled to vote is represented at the meeting. If you have returned valid proxy instructions or attend the meeting in person, your common stock will be counted for the purpose of determining whether there is a quorum, even if you wish to abstain from voting on some or all matters at the meeting.
Abstentions and Broker Non-Votes
Shares that are voted “WITHHELD” or “ABSTAIN” are treated as being present for purposes of determining the presence of a quorum and as entitled to vote on a particular subject matter at the Annual Meeting. If you hold your common stock through a bank, broker or other nominee, the broker may be prevented from voting shares held in your account on some proposals (a “broker non-vote”) unless you have given voting instructions to the bank, broker or nominee. Shares that are subject to a broker non-vote are counted for purposes of determining whether a quorum exists but not for purposes of determining whether a proposal has passed.
Our Voting Recommendations
When proxies are properly dated, executed and returned, the shares represented by such proxies will be voted at the Annual Meeting in accordance with the instructions of the stockholder. However, if no specific instructions are given, the shares will be voted in accordance with the following recommendations of our Board:
 
 
 
“FOR” the election of Jeffery T. Fisher, David C. Peterschmidt, and Robert A. Lento to the Board as Class III Directors;
 
 
“FOR” ratification of Ernst & Young LLP as our independent registered public accounting firm for fiscal year 2019; and
 
 
“FOR” approval of an amendment to the Company's 2013 Employee Stock Purchase Plan (“ESPP”) to increase the number of shares of common stock reserved for issuance under the ESPP by 5,000,000 shares and to set the offering period maximum at 5,000 shares per participant.
Deadlines for Receipt of Stockholder Proposals
Stockholders may present proposals for action at a future meeting only if they comply with the requirements of the proxy rules established by the SEC and our bylaws. Stockholder proposals that are intended to be included in our Proxy Statement and form of Proxy relating to the meeting for our 2020 Annual Meeting of Stockholders under rules set forth in the Securities Exchange Act of 1934, as amended, or the Securities Exchange Act, must be received by us no later than November 23, 2019 to be considered for inclusion.
If a stockholder intends to submit a proposal or nomination for director for our 2020 Annual Meeting of Stockholders that is not to be included in Limelight’s Proxy Statement and form of Proxy relating to the meeting, the stockholder must give us notice in accordance with the requirements set forth in Limelight’s bylaws no later than November 23, 2019. Limelight’s bylaws require that certain information and acknowledgments with respect to the proposal and the stockholder making the proposal be set forth in the notice. A copy of the relevant bylaw provision is available upon written request to Limelight Networks, Inc., 2220 West 14th Street, Tempe, Arizona 85281,

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Attention: Corporate Secretary. You can also access our SEC filings, including our Annual Report on Form 10-K, on the SEC’s website located at www.sec.gov and through our website at http://investors.limelightnetworks.com.
PROPOSAL ONE: ELECTION OF DIRECTORS
We have a classified Board. Our Board currently consists of three Class I directors, two Class II director, and three Class III directors. At each annual meeting of stockholders, directors are elected for a term of three (3) years to succeed those directors whose terms expire on the annual meeting dates or until their respective successors are duly elected and qualified.
Changes in Composition of the Board of Directors
The Board is presently composed of eight members, seven of whom are independent directors. On March 21, 2018, Mark Midle, formerly a Class II director, resigned from the Board. Mr. Midle is a Vice President of Goldman Sachs & Co. LLC, and had been a member of the Board since June 2015. Between November 2017 and March 2018, investment partnerships affiliated with Goldman Sachs & Co. LLC and Goldman Sachs Group, Inc. sold 30.3 million shares that they had acquired at the Company’s IPO in June 2007. Mr. Midle’s resignation was in connection with the sale of that position. On November 12, 2018, Patricia Parra Hadden and Marc DeBevoise were appointed to the Board. Ms. Hadden serves as a Class I director and will be presented to the stockholders for election at the 2020 annual meeting of stockholders. Mr. DeBevoise serves as a Class II director and will be presented to the stockholders for election at the 2021 annual meeting of stockholders.
Nominees
The Nominating and Governance Committee of the Board selected, and the Board approved, Jeffery T. Fisher, David C. Peterschmidt, and Robert A. Lento as nominees for election to Class III of the Board at the Annual Meeting. Each of the nominees is now a director and was previously elected by the stockholders at the 2016 annual meeting. If elected, Messrs. Fisher, Peterschmidt, and Lento will each serve as a director until our annual meeting in 2022, until their respective successors are elected and qualified, or their earlier resignation or removal.

Unless otherwise instructed, the proxy holders will vote the proxies received by them “FOR” Messrs. Fisher, Peterschmidt, and Lento. If any nominee is unable or declines to serve as a director at the time of the Annual Meeting, the proxies will be voted for another nominee designated by the Board. We are not aware of any reason that any nominee would be unable or unwilling to serve as a director.
Vote Required
If a quorum is present, the nominees receiving the highest number of votes will be elected to the Board. Abstentions and broker non-votes will have no effect on the election of directors.
Each director in an uncontested election will be elected by the vote of the majority of the votes cast with respect to the nominee. For these purposes, a majority of the votes cast means that the number of shares voted “for” a director must exceed the number of votes cast “against” that director. In a contested election, directors will be elected under a plurality standard.
THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS THAT STOCKHOLDERS VOTE “FOR” THE ELECTION OF JEFFREY T. FISHER, DAVID C. PETERSCHMIDT, AND ROBERT A. LENTO TO THE BOARD OF DIRECTORS.

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Information About the Directors and Nominees
The following table sets forth information regarding our directors and the nominees as of March 20, 2019. Below the table appears a brief account of each director’s business experience and the attributes that led to the conclusion that each director should serve as a director of Limelight. We believe that each director and nominee has valuable individual skills and experiences that, taken together, provide us with the variety and depth of knowledge and judgment necessary to provide effective oversight of our business. 
Name
 
Age
 
Position
 
Director
Since
Class I directors whose terms expire at the 2020 Annual Meeting:
 
 
 
 
 
 
Walter D. Amaral
 
67

 
Non-Executive Chairman of the Board
 
2007
Scott Genereux
 
56

 
Director
 
2017
Patricia Hadden
 
43

 
Director
 
2018
 
 
 
 
 
 
 
Class II directors whose terms expire at the 2021 Annual Meeting:
 
 
 
 
 
 
Doug Bewsher
 
50

 
Director
 
2017
Marc DeBevoise
 
42

 
Director
 
2018
 
 
 
 
 
 
 
Class III directors whose terms expire at the 2019 Annual Meeting:
 
 
 
 
 
 
Jeffrey T. Fisher
 
56

 
Director
 
2008
David C. Peterschmidt
 
69

 
Director
 
2007
Robert A. Lento
 
57

 
Director
 
2013
Walter D. Amaral has served as a director since May 2007 and was appointed Non-Executive Chairman of our Board in February 2013. Mr. Amaral served as Senior Vice President and Chief Financial Officer of SiRF Technology Holdings, Inc., a provider of GPS enabled technology, from August 2000 to March 2006. Prior to that, from August 1997 to August 2000, Mr. Amaral served as Senior Vice President and Chief Financial Officer of S3 Incorporated. From April 1995 to August 1997, Mr. Amaral served as Senior Vice President and Chief Financial Officer of NetManage, Inc., a software company. From May 1992 to May 1995, Mr. Amaral served as Senior Vice President and Chief Financial Officer of Maxtor Corporation, a computer storage device company. From May 1977 to May 1992, Mr. Amaral worked in several finance and marketing positions, the most recent of which was Corporate Controller, at Intel Corporation. Mr. Amaral holds a B.S. in Accounting from California State University, San Jose.
Mr. Amaral serves as the Chairman of our Board and Audit Committee and brings to the Board and the Audit Committee a valuable perspective based on his extensive financial and business leadership experience in the technology and software industries, having served as Senior Vice President and Chief Financial Officer of each of SiRF Technology Holdings, Inc., S3 Incorporated, NetManage, Inc. and Maxtor Corporation. In addition, Mr. Amaral has an educational background in accounting. As a result of these and other professional experiences, Mr. Amaral possesses particular knowledge and experience in software and other technology industries and has relevant accounting and financial expertise and independence that strengthens the Board’s collective qualifications, skills, and experience.
Robert A. Lento has served as our Chief Executive Officer since 2012 and has served as a member of our board of directors since 2013. Prior to joining us, Mr. Lento was a senior sales executive at Convergys Corporation, a provider of customer management services, from 1998 to 2012, most recently serving as President - Information Management Division from 2007 to 2012. Prior to that, from 1997 to 1998, Mr. Lento served as President of LAN Systems for Donnelly Enterprise Solutions, Inc., a provider of information management solutions. From 1989 to 1996, Mr. Lento served in leadership positions at ENTEX Information Services, Inc., a provider of computing infrastructure services. Mr. Lento received a B.S. in Management from the State University of New York.
As our President and Chief Executive Officer, Mr. Lento is engaged in all aspects of our business and is able to provide an insider’s perspective in Board discussions about the business and strategic direction of Limelight. Mr. Lento brings over thirty years of leadership experience to Limelight, which we believe gives him unique insights into our challenges, opportunities, and operations. He possesses leadership, managerial and technical skills relevant to leading Limelight, knowledge of Limelight’s leading customers, and knowledge of cloud services and SaaS companies generally, which skills and knowledge are directly relevant to strengthening the Board’s collective qualifications, skills, and experience. His business leadership experience at Convergys, serving as president of the company’s information management division, and as president of LAN systems for Donnelly Enterprise Solutions is also a valuable resource to the Board as it guides Limelight’s business strategy.
Doug Bewsher was appointed to our Board in February 2017. Since 2014, he has been the Chief Executive Officer of Leadspace, an end-to-end predictive analytics platform focused on business-to-business demand generation. Prior to Leadspace, from 2012 through 2013, Mr. Bewsher was the Chief Marketing Officer at Salesforce, the world's leading enterprise cloud software company. Prior to Salesforce, Mr. Bewsher was the Chief Marketing Officer for Skype from 2010 through 2011. Mr. Bewsher has also held senior leadership positions on both the advisory and client side of marketing, including co-leading McKinsey's North American CRM Practice, running

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the San Francisco office for Digitas, and serving as Global Customer Marketing Director for Vodafone PLC. Mr. Bewsher received his MBA from INSEAD Paris in 1996, and his MA in Physics from Oxford University in 1989.
Mr. Bewsher brings to our Board years of experience as a marketing executive. In addition to his current role as Chief Executive Officer at Leadspace, Mr. Bewsher was the Chief Marketing Officer at Salesforce and Skype, and held other senior leadership positions at McKinsey, Digitas, and Vodafone. Mr. Bewsher's experience and instincts in marketing, and his strategic business savvy strengthen the Board’s collective qualifications, skills, and experience.
Jeffrey T. Fisher has served as CEO of Vergent Communications, a Dallas based telecommunications and IT business, since 2017.  Prior to that, he established and served as CEO of Peloton Technologies, LLC, parent company of Athletohub - the social network to connect people to their recreational passions - since 2017. Prior to that, Mr. Fisher served as Chief Financial Officer and Director of Austin Industries, Inc., a private, employee owned, subchapter-S ESOP organization from 2009 to 2017. Prior to that, Mr. Fisher served as Executive Vice President and Chief Financial Officer of Charter Communications from 2006 to 2008 and held a variety of senior management positions for Delta Air Lines, Inc. from 1997 to 2006. He served as head of Delta’s Corporate Restructuring Group, and previously held the positions of President and General Manager, and separately, Chief Financial Officer, for Delta Connection, Inc. Mr. Fisher received a B.B.M. degree from Embry Riddle University, and an M.B.A. from the University of Texas in Arlington.
Mr. Fisher’s financial and business leadership experience as the Chief Executive Officer of Vergent Communications, Chief Executive Officer and co-founder of Peloton Technologies, LLC, Chief Financial Officer for Austin Industries, and as the Executive Vice President and Chief Financial Officer of Charter Communications, Inc. provides a strong financial foundation for Audit Committee and Board deliberations. He also has an educational background in finance. As a result of these and other professional experiences, Mr. Fisher possesses particular knowledge and experience in technology industries and has relevant accounting and financial expertise and independence that strengthens the Board’s collective qualifications, skills, and experience.
Scott Genereux was appointed to our Board in February 2017. Since 2017, he has been the Executive Vice President of Worldwide Field Operations at Veritas, a provider of information management services that enable organizations to harness the power of information. Prior to Veritas, from 2012 through 2017, Mr. Genereux was at Oracle, a provider of comprehensive and fully integrated stack of cloud applications and platform services. At Oracle, he served as the SVP of Cloud Converged Infrastructure from 2014 through 2017, and the SVP of Global Cloud Infrastructure from 2012 through 2014. Prior to Oracle, from 2010 through 2012, Mr. Genereux was the President and CEO of Nirvanix, a provider of enterprise-class cloud storage services designed specifically for customers with expectations of extreme security, reliability and redundancy. Prior to Nirvanix, Mr. Genereux held senior executive positions with QLogic, DataDirect Networks, and Hitachi, Ltd. Mr. Genereux received his BS in Management Information Systems from California State University at Northridge in 1988. He is also an alumnus of Harvard Business School’s Advanced Management Program in 2004.
Mr. Genereux has been a sales and marketing executive for nearly three decades. Mr. Genereux is the Executive Vice President of Worldwide Field Operations at Veritas, and held executive positions at Oracle, Nirvanix, QLogic, DataDirect Networks, and Hitachi, Ltd. Mr. Genereux's deep understanding of sales and marketing strategy and his vision strengthen the Board’s collective qualifications, skills, and experience.
David C. Peterschmidt has served as a director since 2007. Mr. Peterschmidt was the Chief Executive Officer and member of the board of directors of CIBER, Inc., a global information technology consulting services and outsourcing company from 2010 to 2014. Prior to joining CIBER, Inc. Mr. Peterschmidt served as President and Chief Executive Officer of Openwave Systems, Inc. from 2004 to 2007. Prior to that, Mr. Peterschmidt served as Chief Executive Officer and Chairman of Securify, Inc., from 2003 to 2004 and also as Chief Executive Officer and Chairman of Inktomi, Inc. from 1996 to 2003. Mr. Peterschmidt received a B.A. in Political Science from the University of Missouri and an M.A. from Chapman College.
Mr. Peterschmidt brings to our Board and Audit Committee significant business leadership experience and financial experience as the Chief Executive Officer of each of CIBER, Inc., Openwave Systems, Inc., Securify, Inc., and Inktomi, Inc. Mr. Peterschmidt also has outside director experience as a director of Savvis Corporation and CIBER, Inc. As a result of these and other professional experiences, Mr. Peterschmidt possesses particular knowledge and experience serving as and directing senior management personnel in technology-based companies, and also has relevant accounting and financial expertise and independence that strengthens the Board’s collective qualifications, skills, and experience.
Marc DeBevoise was appointed to our Board on November 12, 2018. Mr. DeBevoise has been with CBS Interactive (a division of CBS Corporation), the world’s largest publisher of premium digital content and a perennial top 10 Internet company, since 2011. Mr. DeBevoise has been the President and Chief Operating Officer since 2016. From 2012 through 2016, Mr. DeBevoise was the Executive Vice President and General Manager of CBS Digital Media and earlier, the Senior Vice President and General Manager of CBS Entertainment Digital. Earlier in his career, he was the Senior Vice President of Digital Media, Business Development and Strategy for premium subscription service Starz, held various roles at NBCUniversal in both Digital Media and Business Development, and was in the Technology, Media & Telecommunications Investment Banking Group at JPMorgan. Mr. DeBevoise received his B.A. with a major in Economics and minor in Computer Science from Tufts University and his M.B.A. with distinction in Entertainment, Media & Technology, and Finance from New York University’s Stern School of Business.

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Patricia Hadden was appointed to our Board on November 12, 2018. Since 2017, Ms. Hadden has been the Senior Vice President of Audience Development and Partnerships for NBCUniversal, a media and entertainment company. Prior to that, from 2015 through 2017, Ms. Hadden was the Head of Marketing and User Experience for Seeso, NBCUniversal’s first direct-to-consumer subscription video on demand service. Prior to NBCUniversal, from 2014 through 2015, Ms. Hadden was the Chief Marketing Officer for Shazam, a mobile application that recognizes music, television, and media around you. In addition, she had held senior management positions at Ouya, Hulu and Home Box Office. Ms. Hadden has a B.A. from Middlebury College in Middlebury, Vermont, and an M.B.A. from the Columbia Business School in New York.
Mr. DeBevoise and Ms. Hadden bring to our Board deep industry knowledge with a thorough understanding of the business model and the critical needs of the video content delivery opportunity. These newest members to our Board add to the diversity of executive experience; Ms. Hadden and Mr. DeBevoise are strong additions to the Board to assist in the governance of Limelight and to support the growth of the business. As Senior Vice President of Audience Development and Partnerships for Digital Enterprises at NBCUniversal, a media and entertainment company, Ms. Hadden is responsible for growing viewership and monetization for NBCUniversal content on existing and emerging digital platforms. In this role, she also manages the relationships with the company’s key digital investment partners including Snapchat, Buzzfeed and Vox. Mr. DeBevoise leads strategy and operations for all of CBS Interactive’s businesses, including its 25+ industry-leading web and mobile properties, its direct-to-consumer OTT subscription video on demand and live streaming services, full episode and live event streaming, and TV Everywhere among others. Mr. DeBevoise is also responsible for the development, creation and oversight of original content across all of CBS Interactive’s platforms. This includes content ranging from original series for CBS All Access to the 24/7 news and sports programming of CBSN and CBS Sports HQ, to social content from The Late Show and The Late Late Show, to the editorial-based content across leading vertical-properties including CNET, TV Guide and GameSpot. As a result of these and other professional experiences, Mr. DeBevoise and Ms. Hadden each possesses particular knowledge and experience that strengthens the Board’s collective qualifications, skills, and experience.
BOARD OF DIRECTORS MEETINGS AND COMMITTEES
The Board held six meetings and acted by unanimous written consent two times during fiscal 2018. All directors attended at least 75% of the meetings of the Board and of the committees on which they served during fiscal 2018.
We encourage, but do not require, members of our board of directors to attend our annual meetings of stockholders. No directors attended our 2018 annual meeting of stockholders.
Board Independence
The Board has determined that each of its current directors, except Robert A. Lento, has no material relationship with Limelight and is independent within the meaning of the NASDAQ Stock Market, Inc. director independence standards, as currently in effect.
Committees of the Board of Directors
The Board has Audit, Nominating and Governance, and Compensation Committees. Each of these committees has adopted a written charter. All members of the committees are appointed by the Board, and are non-employee directors. Each committee, its current membership, its function and the number of meetings held during fiscal 2018 are described below.
Audit Committee
The members of our Audit Committee are Messrs. Amaral, Fisher, and Peterschmidt. Mr. Amaral serves as the Chairman of the Audit Committee. We believe that the composition of our Audit Committee meets the requirements for independence under the current requirements of the NASDAQ Stock Market, Inc. and SEC rules and regulations, and that each member of our Audit Committee qualifies as an audit committee financial expert under applicable rules and regulations. We believe that the functioning of our Audit Committee complies with the applicable requirements of the NASDAQ Stock Market, Inc. and SEC rules and regulations. The Audit Committee held four meetings and acted by unanimous written consent one time during fiscal 2018.
Our Audit Committee oversees our corporate accounting and financial reporting process. Our Audit Committee:
 
 
evaluates the independent registered public accounting firm’s qualifications, independence and performance;
 
 
determines the engagement of the independent registered public accounting firm;
 
 
approves the retention of the independent registered public accounting firm to perform any proposed permissible non-audit services;
 
 
monitors the rotation of partners of the independent registered public accounting firm on our engagement team as required by law;

6



 
 
reviews our financial statements and reviews our critical accounting policies and estimates; and
 
 
reviews and discusses with management and the independent registered public accounting firm the results of the annual audit, and our annual audited and quarterly unaudited financial statements, including major issues regarding accounting, disclosure and auditing procedures and practices as well as the adequacy of internal controls that could materially affect Limelight’s financial statements.
A copy of the Audit Committee charter is available on our website at http://investors.limelightnetworks.com.
Nominating and Governance Committee
The members of our Nominating and Governance Committee are Messrs. Amaral, Fisher, Genereux, Bewsher, Peterschmidt, DeBevoise, and Ms. Hadden, each of whom is a non-management member of our Board. Our Board has determined that each of these members is independent within the meaning of the independent director guidelines of the NASDAQ Stock Market, Inc. The Nominating and Governance Committee held five meetings and acted by unanimous written consent one time during fiscal 2018.
The Nominating and Governance Committee’s purpose is to oversee and assist our Board in reviewing and recommending nominees for election as directors. The Nominating and Governance Committee also:
 
 
assesses the performance of the Board;
 
 
reviews, and investigates as necessary, any concerns regarding non-financial matters reported on Limelight’s corporate governance hotline;
 
 
directs guidelines for the composition of our Board; and
 
 
reviews and administers our corporate governance guidelines.
A copy of the Nominating and Governance Committee charter is available on our website at http://investors.limelightnetworks.com.
Compensation Committee
The members of our Compensation Committee are Messrs. Peterschmidt, Fisher, Genereux, and Amaral. Mr. Peterschmidt serves as the Chairman of the Compensation Committee. Each of these individuals qualifies as (i) an “independent director” under the requirements of The NASDAQ Stock Market, Inc., (ii) a “non-employee director” under Rule 16b-3 of the Securities Exchange Act, and (iii) an “outside director” under Section 162(m) of the Internal Revenue Code of 1986, as amended (the “Internal Revenue Code”). We believe that the composition of our Compensation Committee meets the requirements for independence under, and the functioning of our Compensation Committee complies with, any applicable requirements of the NASDAQ Stock Market, Inc. and SEC rules and regulations. The Compensation Committee held four meetings and acted by unanimous written consent on two occasions during fiscal 2018.
Our Compensation Committee oversees our corporate compensation programs. The Compensation Committee also:
 
 
reviews and recommends policy relating to compensation and benefits of our officers and employees;
 
 
reviews and approves corporate goals and objectives relevant to compensation of the Chief Executive Officer, senior officers and certain other key employees;
 
 
evaluates the performance of our officers in light of established goals and objectives;
 
 
sets compensation of our officers based on its evaluations;
 
 
administers the issuance of stock options and other awards under our stock plans;
 
 
reviews and approves a report on executive compensation and a compensation discussion and analysis for inclusion in Limelight’s proxy or information statement; and
 
 
reviews and evaluates, at least annually, its own performance and that of its members, including compliance with the committee charter.
A copy of the updated Compensation Committee charter is available on our website at http://investors.limelightnetworks.com.

7



Compensation Committee Interlocks and Insider Participation
No member of the Compensation Committee has at any time been an officer or employee of Limelight. No executive officer of Limelight serves, or in the past year has served, as a member of the Board or Compensation Committee of any entity that has an executive officer serving as a member of our Board or Compensation Committee.
Stockholder Recommendations and Nominations
Pursuant to the requirements of its charter, the Nominating and Governance Committee will review any director candidates recommended by our stockholders who are entitled to vote in the election of directors, provided that the stockholder recommendations are timely submitted in writing to our Secretary, along with all required information, in compliance with the stockholder nomination provisions of our bylaws. A stockholder desiring to recommend a candidate for election to the Board should direct the recommendation in writing to:
Corporate Secretary
Limelight Networks, Inc.
2220 W. 14th Street
Tempe, Arizona 85281
A submitted recommendation must include the candidate’s name, home and business contact information, detailed biographical data and qualifications and information regarding any relationships between the candidate and Limelight within the last three years. Any candidates properly recommended in accordance with the foregoing requirements by stockholders will be considered in such manner as the members of our Nominating and Governance Committee deem appropriate.
A stockholder desiring to nominate a person directly for election to the Board must meet the deadlines and other requirements set forth in our bylaws and the rules and regulations of the SEC. In general, these deadlines and requirements are described above under “Deadlines for Receipt of Stockholder Proposals” in this Proxy Statement.
Director Qualifications
We have no stated minimum criteria for director nominees. The Nominating and Governance Committee does, however, seek for nomination and appointment candidates with excellent decision-making ability, business experience, relevant expertise, personal integrity and reputation. This committee may also consider other factors such as diversity, experience, length of service, and other commitments. This committee believes it is appropriate that at least one member of the Board meet the criteria for an audit committee financial expert as defined by the rules of the SEC, and that a majority of the members of the Board meet the independent director standard under rules of the NASDAQ Stock Market, Inc. This committee also believes it may be appropriate for certain members of our management, in particular the Chief Executive Officer, to participate as a member of the Board. Please see “Information About the Directors and Nominees” above for a discussion of the particular experience, qualifications, attributes or skills relative to each member of the Board that led the Board to conclude that each particular director should serve on Limelight’s Board.
Identification and Evaluation of Nominees for Directors
The Nominating and Governance Committee identifies nominees for the class of directors being elected at each annual meeting of stockholders by first evaluating the current members of such class of directors willing to continue in service. Current members of the Board with skills and experience that are relevant to our business and who are willing to continue in service are considered for nomination, balancing the value of continuity of service by existing members of the Board with that of obtaining a new perspective. If any member of such class of directors does not wish to continue in service or if this committee or the Board decides not to nominate a member of such class of directors for re-election, this committee identifies the desired skills and experience of a new nominee in light of the criteria above. Current members of this committee and the Board are polled for suggestions as to individuals meeting the criteria for nomination. Research may also be performed to identify qualified individuals. This committee may, in its discretion, engage third party search firms to identify and assist in recruiting potential nominees to the Board. Candidates may also come to the attention of this committee through management, stockholders or other persons.
The Nominating and Governance Committee may take such measures that it considers appropriate in connection with its evaluation of a candidate, including candidate interviews, inquiry of the person recommending the candidate, engagement of an outside search firm to gather additional information, or reliance on the knowledge of the members of the committee, the Board or management. The Nominating and Governance Committee does not implement a different evaluation process for candidates that are nominated for election to the Board by stockholders or other persons.
After such review and consideration, the Nominating and Governance Committee selects, or recommends that the Board select, the slate of director nominees.

8


The Board’s Role in Risk Oversight
It is our management’s responsibility to manage risk and to bring to the Board’s attention the most material risks to Limelight. The Board has oversight responsibility of the processes established to report and monitor systems for material risks applicable to Limelight. The Audit Committee regularly reviews treasury risks (insurance, credit, and debt), financial and accounting, legal and compliance risks, information technology security risks and other risk management functions. In addition, the Nominating and Governance Committee considers risks related to succession planning and oversees the appropriate allocation of responsibility for risk oversight among the committees of the Board. The Compensation Committee considers risks related to the attraction and retention of employees and risks relating to the design of compensation programs and arrangements. The Compensation Committee also reviews compensation and benefit plans affecting employees in addition to those applicable to executive officers. We have determined that it is not reasonably likely that Limelight’s compensation and benefit plans would have a material adverse effect on Limelight. The full Board considers strategic risks and opportunities and regularly receives reports from the committees of the Board regarding risk oversight in their areas of responsibility.
Board Leadership Structure
The Board recognizes that effective board leadership structure can be dependent on the experience, skills and personal interaction between persons in leadership roles as well as the needs of Limelight at any point in time. Our Corporate Governance Guidelines support flexibility in the structure of the Board by not requiring the separation of the roles of Chairman of the Board and Chief Executive Officer. Prior to 2013, the positions of Chairman of the Board and Chief Executive Officer were held by the same person. In 2013, the Board appointed Walter D. Amaral as its non-executive Chairman of the Board. The Board believes that its current leadership structure, with Mr. Lento serving as President and Chief Executive Officer, and Mr. Amaral serving as non-executive Chairman of the Board, is appropriate for Limelight at this time. Furthermore, currently, seven of the eight Board positions are held by very strong and sophisticated independent directors and investors with substantial business experience and expertise who collectively own a significant portion of Limelight’s outstanding shares.
Board Diversity
We do not have a policy as it relates to diversity in the selection of nominees for the Board. Our practice is to seek diversity in experience and viewpoint to be represented on the Board. In selecting a director nominee, the Nominating and Governance Committee focuses on skills, expertise or background that would complement the existing Board, recognizing that Limelight’s businesses and operations are diverse and global in nature.
Annual Meeting Attendance
We do not have a formal policy regarding attendance by members of our Board at our annual meetings of stockholders, but all directors are encouraged to attend these meetings.
Communicating with the Board of Directors
Any stockholder who desires to contact any of the members of our Board may write to the following address: Board of Directors, c/o Corporate Secretary, Limelight Networks, Inc., 2220 West 14th Street, Tempe, AZ 85281. Communications received in writing will be collected, organized and processed by our Secretary, who will distribute the communications to the members of the Board, as appropriate, depending on the facts and circumstances outlined in the communication received. Where the nature of the communication warrants, the Secretary may decide to obtain the more immediate attention of the appropriate committee of the Board or an independent director, or our management or independent advisors, as the Secretary considers appropriate.
Code of Ethics and Business Conduct
We have adopted a code of ethics and business conduct that applies to our Chief Executive Officer, Chief Financial Officer and all other principal executive and senior financial officers and all employees, officers and directors. This code of ethics and business conduct is posted on our website. The Internet address for our website is www.limelight.com, and the code of ethics may be found from our main webpage by clicking first on “About Limelight” and then on “Investors Home”, next on “Corporate Governance”, and finally on “Code of Ethics” under Governance Documents.
We intend to satisfy any disclosure requirement under Item 5.05 of Form 8-K regarding an amendment to, or waiver from, a provision of this code of ethics by posting such information on our website, on the webpage found by clicking through to “Code of Ethics” as specified above.

9




PROPOSAL TWO: RATIFICATION OF APPOINTMENT OF
INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
The Board of Directors has selected Ernst & Young LLP (“EY”) to audit our consolidated financial statements for the fiscal year ending December 31, 2019. The decision of the Board of Directors to appoint EY was based on the recommendation of the Audit Committee. Before making its recommendation to the Board of Directors, the Audit Committee carefully considered that firm’s qualifications as independent registered public accounting firm. This included a review of the qualifications of the engagement team, the quality control procedures the firm has established, and any issues raised by the most recent quality control review of the firm; as well as its reputation for integrity and competence in the fields of accounting and auditing. The Audit Committee’s review also included matters required to be considered under the SEC’s Rules on Auditor Independence, including the nature and extent of non-audit services, to ensure that they will not impair the independence of the accountants. The Audit Committee expressed its satisfaction with EY in all of these respects.
Although ratification by stockholders is not required by law, the Board of Directors has determined that it is desirable to request ratification of this selection by the stockholders. Notwithstanding its selection, the Board of Directors, in its discretion, may appoint a new independent registered public accounting firm at any time during the year if the Board of Directors believes that such a change would be in the best interest of Limelight and its stockholders. If the stockholders do not ratify the appointment of EY, the Board of Directors may reconsider its selection.
EY has been engaged as our independent registered public accounting firm since fiscal year 2006. The Board of Directors expects that representatives of EY will be present at the Annual Meeting to respond to appropriate questions and to make a statement if they so desire.
Vote Required
If a quorum is present, the affirmative vote of a majority of the shares present and entitled to vote at the Annual Meeting will be required to ratify the appointment of EY as our independent registered public accounting firm. Abstentions will have the effect of a vote “against” the ratification of EY as our independent registered public accounting firm. Broker non-votes will have no effect on the outcome of the vote.
THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS THAT STOCKHOLDERS VOTE “FOR” THE RATIFICATION OF ERNST & YOUNG LLP AS LIMELIGHT’S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE FISCAL YEAR ENDING DECEMBER 31, 2019.

10




AUDIT COMMITTEE REPORT
The following report of the Audit Committee of the Board of Directors shall not be deemed to be “soliciting material” or “filed” with the SEC or incorporated by reference into any future filing under the Securities Act of 1933 or the Securities Exchange Act of 1934, each as amended, except to the extent that we specifically incorporate it by reference into such filing.
The Audit Committee consists of three directors, each of whom, in the judgment of the Board of Directors, is an “independent director” as defined in the listing standards for The NASDAQ Stock Market. The Audit Committee acts pursuant to a written charter that has been adopted by the Board of Directors. The Audit Committee Charter is available on the Limelight website at http://investors.limelightnetworks.com.
On behalf of the Board of Directors, the Audit Committee oversees Limelight’s financial reporting process and its internal controls over financial reporting, areas for which management has responsibility. EY, our independent registered public accounting firm, was responsible for performing an independent audit of our consolidated financial statements and for expressing an opinion as to the conformity of the consolidated financial statements with accounting principles generally accepted in the United States of America and for issuing an opinion on the effectiveness of Limelight’s internal controls over financial reporting.
In fulfilling its oversight responsibilities, the Audit Committee has reviewed and discussed with management and EY our audited consolidated financial statements for the fiscal year ended December 31, 2018, matters relating to Limelight’s internal controls over financial reporting and the processes that support the certifications of the financial statements by Limelight’s Chief Executive Officer and Chief Financial Officer. The Audit Committee also discussed with EY the scope and plan for the annual audit. In addition, the Audit Committee discussed with EY the matters required to be discussed by Auditing Standard No. 1301 “Communication with Audit Committees” issued by the Public Company Accounting Oversight Board ("PCAOB"). The Audit Committee also has received the written disclosures and the letter from EY as required by Rule 3526 of the PCAOB, Communication with Audit Committees Concerning Independence and the Audit Committee has discussed with them their independence from Limelight and management.
Based on the Audit Committee’s review of the matters noted above and its discussions with EY and our management, the Audit Committee recommended to the Board of Directors that the audited consolidated financial statements be included in our Annual Report on Form 10-K and our Annual Report to our stockholders for the year ended December 31, 2018. The Audit Committee also selected EY as Limelight’s independent registered public accounting firm for the fiscal year ending December 31, 2019. The Board of Directors is recommending that the stockholders ratify this selection at the Annual Meeting.
Respectfully submitted by:
Walter D. Amaral, Chairman
Jeffrey T. Fisher
David C. Peterschmidt
 
 

11




Principal Accountant Fees and Services
The following table presents the fees paid or accrued by Limelight for the audit and other services provided by EY for the years ended December 31, 2018 and 2017:
 
2018
 
2017
Audit Fees (1)(2)
$
772,000
 
 
$
838,900
 
Audit-Related Fees
 
105,000
 
 
 
0
 
Tax Fees
 
84,000
 
 
 
86,824
 
All Other Fees(3)
 
3,000
 
 
 
2,735
 
 
 
 
 
 
 
Total Fees
$
964,000
 
 
$
928,459
 
(1)
Includes fees associated with the audit of our annual financial statements and internal control over financial reporting included in our Annual Report on Form 10-K and the reviews of financial statements included in our quarterly reports on Form 10-Q. This category also includes consultations on audit and accounting matters that arose during, or as a result of, the audit or the review of our interim financial statements, services rendered to review our SEC filings, including consents and comment letters, and/or certain other one-time procedures.
(2)
This category includes $97,200 of the audit fees in 2017 related to SEC offering procedures.
(3)
All other fees include a fee for access to an accounting and reporting research tool in both 2017 and 2018.
Audit Committee Pre-Approval Policy
Prior to the initiation of any audit related or non-audit related service, the Audit Committee is presented with a proposal for such service and an estimate of the fees for pre-approval. In the event the scope of the work requires change from the initial proposal, the modified proposal is presented to the Audit Committee for pre-approval. The requests for pre-approvals are presented to the Audit Committee at the time of the committee’s regularly scheduled meetings, or on an as-needed basis. The Audit Committee has delegated to the Chair of the Audit Committee the authority to pre-approve audit related and non-audit related services to be performed by Limelight’s independent registered public accounting firm and associated fees on an as-needed basis. Such pre-approvals are reported to the full Audit Committee at its next regularly scheduled meeting. Subsequent to our initial public offering, effective on June 7, 2007, the Audit Committee has pre-approved 100% of audit related and non-audit related services by Limelight’s independent registered public accounting firm.
The Audit Committee has determined the rendering of other professional services for tax compliance and tax advice by EY is compatible with maintaining their independence.
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The following tables set forth information about the beneficial ownership of our common stock on February 28, 2019, by:
 
 
each person known to us to be the beneficial owner of more than 5% of our common stock;
 
 
each executive officer;
 
 
each of our directors; and
 
 
all of our executive officers and directors as a group.
Beneficial ownership is determined in accordance with the rules of the SEC and generally includes voting or investment power with respect to securities. Except as indicated in the footnotes to this table and pursuant to state community property laws, we believe, based on the information furnished to us, that the persons named in the table have sole voting and investment power with respect to all shares reflected as beneficially owned by them. In computing the number of shares beneficially owned by a person and the percentage ownership of that person, shares of common stock that could be issued upon the exercise of outstanding options held by that person that are currently exercisable or exercisable within 60 days of February 28, 2019 and common stock issuable upon the vesting of restricted stock units within 60 days of February 28, 2019, ignoring the withholding of shares of common stock to cover applicable taxes, are considered outstanding. These shares, however, are not considered outstanding when computing the percentage ownership of any other person. Percentage of ownership is based on 114,250,013 shares of our common stock outstanding on February 28, 2019. Beneficial ownership representing less than 1% is denoted with an asterisk (*).
Unless otherwise indicated, the address for each of the stockholders in the table below is c/o Limelight Networks, Inc., 2220 West 14th Street, Tempe, Arizona 85281.

12


 
 
        Shares Beneficially Owned
 
Beneficial Owner
 
Number
 
Percent
 
5% Stockholders
 
 
 
 
 
Granahan Investment Management, Inc. (1)
 
7,836,723

 
6.9
 
%
BlackRock, Inc.(2)
 
7,674,243

 
6.8
 
%
Hood River Capital Management (3)
 
5,926,121

 
5.2
 
%
 
 
 
 
 
 
Executive Officers and Directors
 
 
 
 
 
Robert A. Lento(4)
 
5,633,350

 
4.9
 
%
Sajid Malhotra(5)
 
2,131,769

 
1.9
 
%
Michael DiSanto(6)
 
1,383,676

 
1.2
 
%
Thomas Marth (7)
 

 
*
 
 
Kurt Silverman(8)
 
1,508,597

 
1.3
 
%
Walter D. Amaral(9)
 
378,816

 
*
 
 
Jeffrey T. Fisher(10)
 
453,389

 
*
 
 
David C. Peterschmidt(11)
 
331,634

 
*
 
 
Doug Bewsher (12)
 
31,806

 
*
 
 
Scott Genereux (13)
 
31,806

 
*
 
 
Marc DeBevoise
 

 
*
 
 
Patricia Parra Hadden
 

 
*
 
 
All directors and executive officers as a group (12 persons)(14)
 
11,884,843

 
10.4

 
%
____
(1)
This information is based on a Schedule 13G/A filed with the SEC on December 31, 2018, on behalf of Granahan Investment Management, Inc.. Granahan Investment Management, Inc. reports its address as 404 Wyman Street, Suite 460, Waltham, Massachusetts 02451.
 
 
(2)
This information is based on a Schedule 13G/A filed with the SEC on February 6, 2019, on behalf of BlackRock, Inc. BlackRock, Inc. reports its address as 55 East 52nd Street, New York, New York 10055.
 
 
(3)
This information is based on a Schedule 13G/A filed with the SEC on March 31, 2018, on behalf of Hood River Capital Management. Hood River Capital Management reports its address as Umpqua Bank Plaza, One SW Columbia Street, Suite 630, Portland, OR 97258.
 
 
(4)
Includes 1,186,126 shares of common stock held by Robert A. Lento. Also includes 4,447,224 shares issuable upon exercise of options that are exercisable within 60 days of February 28, 2019.
 
 
(5)
Includes 959,938 shares of common stock held by Sajid Malhotra. Also includes 1,171,831 shares issuable upon exercise of options that are exercisable within 60 days of February 28, 2019.
 
 
(6)
Includes 504,013 shares of common stock held by Michael DiSanto. Also includes 879,663 shares issuable upon exercise of options that are exercisable within 60 days of February 28, 2019.
 
 
(7)
Mr. Marth was appointed Senior Vice President of Sales, effective January 1, 2019.
 
 
(8)
Includes 566,201 shares of common stock held by Kurt Silverman. Also includes 942,396 shares issuable upon exercise of options that are exercisable within 60 days of February 28, 2019.
 
 
(9)
Includes 185,468 shares of common stock held by Walter D. Amaral and 193,348 shares issuable upon exercise of options that are exercisable within 60 days of February 28, 2019.
 
 
(10)
Includes 260,041 shares of common stock held by Jeffrey T. Fisher and 193,348 shares issuable upon exercise of options that are exercisable within 60 days of February 28, 2019.
 
 
(11)
Includes 138,286 shares of common stock held by David C. Peterschmidt and 193,348 shares issuable upon exercise of options that are exercisable within 60 days of February 28, 2019.
 
 
(12)
Includes 31,806 shares of common stock held by Doug Bewsher.
 
 
(13)
Includes 31,806 shares of common stock held by Scott Genereux.
 
 
(14)
Includes an aggregate of 8,021,158 shares issuable upon exercise of options that are exercisable within 60 days of February 28, 2019.

13




COMPENSATION COMMITTEE REPORT
The material in this report is not deemed soliciting material or filed with the Securities and Exchange Commission and is not to be incorporated by reference in any filing by us under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended, whether made before or after the date of this proxy statement and irrespective of any general incorporation language in those filings.
The Compensation Committee has reviewed and discussed the Compensation Discussion and Analysis required by Item 402(b) of SEC Regulation S-K with management. Based on such review and discussions, the Compensation Committee recommended to the Board of Directors that the Compensation Discussion and Analysis be included in this proxy statement.
Respectfully submitted by:
David C. Peterschmidt, Chairman
Jeffrey T. Fisher
Walter D. Amaral
Scott Genereux

 

14




COMPENSATION DISCUSSION AND ANALYSIS
Compensation Philosophy and Objectives
Our compensation philosophy is to attract, motivate, and retain talented executives responsible for the success of Limelight Networks, which operates in an extremely competitive and rapidly changing part of the high technology industry. With this in mind, we strive to set our compensation programs within the appropriate competitive framework and based on the achievement of our overall financial results, individual contributions, and performance by our employees, and each executive’s potential to enhance long-term stockholder value. Within this overall philosophy, our objectives are to:
 
 
Motivate executive officers to achieve quantitative financial and qualitative non-financial objectives and create a meaningful link between achievement of these objectives and individual executive compensation;
 
 
Align the financial interests of executive officers with those of our stockholders by providing significant equity-based incentives, while carefully considering both stockholder dilution and stock-based compensation expense; and
 
 
Offer a competitive total compensation package that enables us to attract and retain top talent.
The Compensation Committee of the Board of Directors (the “Board”) guides our compensation philosophy and objectives. The Compensation Committee uses the above-mentioned objectives as a guide in establishing the compensation programs, practices and packages offered to our executive officers. The Compensation Committee also uses these objectives in assessing the proper allocation between long- and short-term incentive compensation and cash and non-cash compensation, although we have no formal or informal policies regarding such allocations.
Throughout this Compensation Discussion and Analysis, the individuals who served as our Chief Executive Officer and Chief Financial Officer during fiscal 2018, as well as the other individuals included in the “Summary Compensation Table,” are referred to as the “named executive officers.”
The compensation for our named executive officers generally consists of three primary components: base salary, annual incentive bonus, and equity awards. Other compensation components include severance and change of control provisions, generally available benefits such as health insurance, 401(k) retirement benefits, and participation in our Employee Stock Purchase Program (“ESPP”), and in limited instances, special recognition cash bonuses for specific corporate achievements, as well as certain executive perquisites. Also, the Compensation Committee agreed to provide our Chief Executive Officer a housing allowance beginning in 2017 for housing maintained away from his home office in Ohio, as the Committee determined that doing so would result in cost savings compared with maintaining a lease for housing in Arizona for times when Mr. Lento worked away from his home office.
The Compensation Committee considers the proper allocation between fixed and variable compensation and long- and short-term incentives by considering the balance that is required to attract and retain executives and reward them for the short-term success of our business, while appropriately motivating the executives to strive to achieve our long-term goals. The Compensation Committee also considers the need to offer compensation packages that are comparable to those offered by companies competing with Limelight for executive talent. In allocating between cash and non-cash compensation, we generally seek to be in the middle of our peer group for cash compensation, and above average for equity based compensation so as to align the interests of our stockholders and our named executive officers. We also believe that generally available benefits (such as health benefits, 401(k) plan participation, and ESPP participation) should be competitive with the external job market, in order to allow us to attract and retain talent. The Compensation Committee, however, does not have a pre-established policy or target a specific percentile among our peers for the allocation between long- and short-term incentive compensation and cash and non-cash compensation.
Role and Authority of the Board of Directors and the Compensation Committee
The Compensation Committee has decision-making authority with respect to the compensation of our named executive officers. In carrying out its responsibilities, the Compensation Committee may engage outside consultants and consult with Limelight’s Human Resources department and other Limelight executives as the Compensation Committee determines to be appropriate. The Compensation Committee has engaged Compensia, an executive compensation consulting firm, on numerous occasions since 2007, with the most recent being in October 2017 (for fiscal 2018 compensation). The Committee has received executive compensation assessments from Compensia following each engagement. In October 2017, the Compensation Committee received advice and guidance from Compensia regarding confirmation of our executive compensation strategy and an assessment of the competitiveness of total pay packages for our senior executive officers relative to market and peers, each of which was used in the development of our executive cash compensation and equity grant planning. The Compensation Committee currently feels that it is adequately and appropriately able to assess and determine the compensation arrangements for our named executive officers based on the information provided through the Compensation Committee members’ own experience and knowledge regarding compensation matters and the Compensia report process. The Compensation Committee also may obtain advice and assistance from internal or external legal, accounting, or other advisers selected by the Compensation Committee, although it did not do so for fiscal 2018. The Compensation Committee may delegate any of its responsibilities to one or more directors or to members of management, to the extent permitted by applicable law. The Compensation Committee has not delegated

15


any of its responsibilities with respect to the named executive officers and has no plans to do so. However, the Compensation Committee has delegated certain responsibilities to our Chief Executive Officer, as described below.
The Compensation Committee also meets as frequently as it deems necessary to address matters within its area of responsibility. During 2018, the Committee met four times and acted by unanimous written consent on two occasions. The Compensation Committee intends to review annually the base salaries, annual incentive bonuses, and long-term equity incentive awards for senior management, including the named executive officers. In recent years, the Compensation Committee has reviewed compensation components in the last quarter of each year. The Compensation Committee will, however, review and may adjust an officer’s compensation at any time during the year if and when the Compensation Committee deems such review to be necessary to align that officer’s compensation with our compensation philosophy and objectives. The Compensation Committee reviewed all compensation components for the then senior management team (including some of the named executive officers) in the fourth fiscal quarter of 2018.
Role of Executive Officers in Compensation Decisions
The Compensation Committee meets on occasion with our Chief Executive Officer to obtain recommendations with respect to the compensation programs, practices, and packages for our named executive officers (other than himself). At least annually, the Compensation Committee considers, but is not bound by and does not always accept, our Chief Executive Officer’s recommendations. These meetings typically occur in connection with a quarterly meeting of the Board or as part of a regularly scheduled Compensation Committee meeting. Recommendations with respect to equity award grants are made as part of our formal equity award grant process, pursuant to which management submits equity award recommendations to the Chief Executive Officer (with respect only to employees whose position is at or below the level of Vice President) and/or the Compensation Committee.
Our Chief Executive Officer regularly attend meetings of the Compensation Committee, but is excused from the meetings as appropriate when matters of executive compensation in which each may have a financial interest are discussed. In addition, other executives or employees sometimes attend the Compensation Committee’s meetings, but they also leave the meetings as appropriate when matters of executive compensation are discussed. The Compensation Committee considers and discusses our Chief Executive Officer’s compensation package — cash compensation as well as equity awards — without him present.
The Compensation Committee has delegated limited, non-exclusive authority to our Chief Executive Officer to grant equity awards within certain parameters. The Chief Executive Officer may grant awards only with respect to employees or prospective employees at or below the level of Vice President. Our Compensation Committee has approved an Equity Grant Policy and equity award matrix that includes equity incentive ranges for employees based on title, job responsibilities, seniority, and other factors. This matrix is reviewed and approved annually by the Compensation Committee. Each month, our Human Resources department prepares a proposed grant list and confirms that the proposed awards are consistent with the equity award matrix. The proposed award list is submitted to our Chief Executive Officer at the first of the month. If approved by our Chief Executive Officer by the second Tuesday of the month, then the awards are effective as of the second Tuesday of the month and the per share exercise price is set at the closing price of our common stock on the NASDAQ Stock Market on that grant date. If our Chief Executive Officer’s approval of the proposed list is not obtained by the second Tuesday of the month, then the proposed awards are carried over for consideration the following month.
Role of Compensation Consultant
As noted, the Compensation Committee has engaged the compensation consulting firm Compensia on numerous occasions since 2007, with the most recent being in October 2017 (for fiscal 2018 compensation) to advise the Compensation Committee regarding the role of market data in the compensation determination process, provide a review of emerging trends and best practices in executive compensation, assess the competitiveness of our current executive compensation, and provide considerations for the Compensation Committee. The Compensia reports advised the Compensation Committee regarding the role of market data in the compensation determination process, provided a review of emerging trends and best practices in executive compensation, assessed the competitiveness of our current executive compensation, and provided considerations for the Compensation Committee. Compensia’s analysis included base salary, annual incentive cash bonus, and equity awards for the surveyed group described below. The Compensia data is used as a tool in making recommendations to the Compensation Committee on compensation adjustments that are consistent with our compensation philosophy, objectives, and goals.
Other than Compensia’s periodic review of Board member and non-executive officer employee compensation, Compensia does not provide any additional services to us. Compensia provided its services to the Compensation Committee only. The Compensation Committee assessed the independence of Compensia and concluded that its work has not raised any conflicts of interest.
The Compensation Committee utilized the October 2017 Compensia report, and the advice and guidance provided by Compensia, as tools to compare our executive compensation program for fiscal 2018 to the market. Compensia surveyed technology companies that published their pay practices. The employers included in the survey were Internet/cloud/digital media, wireless telecommunications, or software companies with revenue for the prior four quarters between $118 million to $355 million and that had employees with similar experience and education levels to our employees. In order to maintain competitiveness within the marketplace, the Compensation Committee considered this peer group data in determining our executive compensation. The companies surveyed in its October 2017 report included Bazaarvoice, Boingo Wireless, BroadSoft, Carbonite, Care.com, ChannelAdvisor, Digi International, Five9, Glu Mobile, Internap Network Services, LivePerson, MobileIron, Model N, QAD, QuinStreet, and Tucows. As noted, the Compensation Committee

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does not have a pre-established policy or target a specific percentile among the peer group for the allocation between long- and short-term incentive compensation and cash and non-cash compensation.
Components of Compensation
The components of our 2018 executive compensation include:
 
 
 
Base salary;
 
 
Annual incentive bonus;
 
 
Equity-based incentive awards;
 
 
Severance and change of control protection;
 
 
Retirement benefits provided under a 401(k) plan;
 
 
Perquisites and personal benefits; and
 
 
Generally available benefit programs.
The Compensation Committee selected these components because it believes each is necessary to help us attract and retain the executive talent on which our success depends. The Compensation Committee believes that this set of components is effective and will continue to be effective in achieving the objectives of our compensation program and philosophy. The Compensation Committee, however, will review these elements of compensation on occasion and will alter or add to the elements if it believes that changes will improve our compensation objectives.
The Compensation Committee reviews the entire executive compensation program (other than retirement benefits under the 401(k) plan and generally available benefit programs) on at least an annual basis. However, the Compensation Committee at any time may review one or more components as necessary or appropriate to ensure such components remain competitive, appropriately designed to reward performance, and aligned with our compensation philosophy and objectives. Additionally, the Compensation Committee considered the results of our last non-binding advisory stockholder vote on the compensation of our named executive officers in June 2017, commonly referred to as a say-on-pay proposal. Our stockholders approved the compensation of our named executive officers with approximately 87% of stockholder votes cast in favor of the 2017 say-on-pay proposal. We were mindful of the support our stockholders expressed for our named executive officer compensation programs and, as a result, we decided to retain our general approach to our executive compensation programs. We hold such say-on-pay votes every three years, as approved by our stockholders in a non-binding advisory vote at our annual meeting in June 2017.
In fiscal 2018, the use and weight of the executive compensation components were based on a subjective determination by the Compensation Committee of the importance of each component in meeting our overall compensation objectives. This included our incentive and retention needs, the need to align incentives with our stockholders’ interests, and our goal of staying competitive within the external job marketplace, as evidenced by the Compensia survey noted above and by the general experience and knowledge of our Compensation Committee members. The Compensation Committee reviews the base salary, total cash compensation, and equity compensation of our named executive officers relative to market comparables based on the data provided by Compensia in 2017, comparative market data provided by management, and the Compensation Committee members’ own experience and knowledge, and has moved these elements of compensation toward market averages. For fiscal 2018, the Compensation Committee considered market compensation data amongst our peers as follows, with total cash compensation generally aligning nearer the middle of the range and equity generally aligning nearer the upper end of the range:
Element of Compensation
 
Percentile
Base Salary
 
25th  to 75th
Total Cash
 
25th  to 75th
Equity
 
50th  to 75th
    
Though the Compensation Committee considered this data, the Compensation Committee did not target a specific percentile in establishing executive compensation.
Base Salary. We provide base salary to our named executive officers and other employees to compensate them for services rendered on a day-to-day basis during the fiscal year.
The Compensation Committee reviews executive officer base salaries in conjunction with our annual performance review process. During this process, the Chief Executive Officer will review the performance of the named executive officers (other than himself) and

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will report those findings to the Compensation Committee. A named executive officer’s personal performance will be judged in part on whether our business objectives are being met. In setting base salary, management and the Compensation Committee considers each named executive officer’s experience, skills, knowledge, responsibilities, and performance, Limelight’s performance as a whole, and the report and recommendations of our Chief Executive Officer (other than for himself). An assessment of a named executive officer’s personal performance is qualitative, with much reliance on our Chief Executive Officer’s subjective evaluation of a named executive officer’s personal performance (other than his own personal performance) and the Compensation Committee’s experience and knowledge regarding compensation matters. No specific weight is attributed to any of the factors considered by the Compensation Committee in setting base salary changes. For newly hired named executive officers, the Compensation Committee also considers the base salary of the individual at his or her prior employment and any unique personal circumstances that motivated the executive to leave that prior position and join us. The Compensation Committee aims to keep salaries in line with the external job market. Increases over the prior year’s base salary will be considered within the context of our overall annual compensation adjustment budget to ensure that any increases are fiscally prudent and feasible for us. The Compensation Committee does not apply specific formulas to determine increases. There is no process in setting these annual merit increase budgets other than the annual business planning process. For fiscal 2018, the Compensation Committee also considered general economic conditions and the risks such conditions posed to achievement of our financial performance targets for 2018.
During fiscal 2018, base salaries for Messrs. Lento, Malhotra, Vonderhaar, DiSanto, and Silverman were $480,000, $355,000, $294,000, $323,000, and $295,000, respectively. These were increases from fiscal 2017 levels for each individual, except for Messrs. Lento and Silverman, whom the Committee determined should receive a higher percentage of their target cash compensation in 2018 versus 2017 as an annual incentive bonus. In determining these base salary levels, the Compensation Committee relied on the factors discussed above.
Annual Incentive Bonuses. We have utilized incentive bonuses to reward performance achievements and have in place annual target incentive bonuses for certain of our executive officers, payable either in whole or in part, depending on the extent to which the financial performance goals set by the Compensation Committee are achieved. During fiscal 2018, the target bonus amounts for Messrs. Lento, Malhotra, Vonderhaar, DiSanto, and Silverman were increased to $438,000, $235,000, $206,000, $167,000, and $165,000, respectively, because the Compensation Committee felt that the increase from prior year was warranted given then current market conditions.     
Under our 2018 Management Bonus Plan, incentive bonuses for all of the participants, including the participating named executive officers, were determinable based upon three measures of corporate financial performance that comprised 100% of the potential target payout, and one additional corporate strategy component that, if achieved, would result in up to an additional 10% of the potential target payout. Specifically, corporate financial performance was measured against our total revenue (40%), our GAAP gross margin (40%), and our non-GAAP EPS (20%). The corporate strategy component of the 2018 Management Bonus Plan was based on our strategic initiatives revenue for fiscal 2018. The Compensation Committee selected these performance goals because it believed that these measures aligned with the 2018 priorities for our business and reflected value generated for our stockholders, and therefore relying on these goals for the determination of the bonuses tied payment of bonuses to creation of stockholder value.
For each of the three financial performance components, the Compensation Committee established a floor, a target, and a ceiling. With respect to the portion of the bonus based upon each performance criteria, the participating executive could earn between zero and 100% ratably based on attainment between the floor and the target. Bonuses in excess of the target bonus amounts for the participants could be earned for financial performance in excess of the performance goal targets established by the Compensation Committee under our 2018 Management Bonus Plan. Each participant could earn between 100% and 300% ratably for each of the financial performance target, each based on attainment between the target and the ceiling. Even though a participant could achieve up to a 300% ceiling on certain individual corporate performance components, the total bonus amount payable to each participant was capped at 200% of his or her target bonus, plus up to 10% for achievement of the strategic initiatives revenue target, for a total maximum bonus of 210%. Nevertheless, cumulative achievement of the revenue, GAAP gross margin, and non-GAAP EPS performance criteria was capped at 100%, plus up to 10% for strategic initiatives revenue over-achievement, unless the Company achieved at least $36 million of adjusted EBITDA. Once the adjusted EBITDA threshold is achieved, the overall bonus pool is increased $0.33 for every $1 of adjusted EBITDA over $36 million to fund any over-achievement payout up to 210% of the target bonus amount. Accordingly, each participant in our 2018 Management Bonus Plan could earn between 0% and 210% of his or her target bonus depending upon the Company's level of attainment or over-attainment of the performance goals, as well as the Company exceeding the adjusted EBITDA threshold. The revenue floor, target, and ceiling for each component were as follows:
Total Revenue Targets (40%):
 
Floor
Target
Ceiling
Total Annual Revenue (in millions)
$185
$203
$240
Percent attainment of Total Revenue component of the Target Bonus Amount
0%
100%
300%



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GAAP Gross Margin Targets (40%):
 
Floor
Target
Ceiling
0 to 300 basis point (bps) improvement
0 bps
100 bps
300 bps
Percent attainment of GAAP Gross Margin component of the Target Bonus Amount

0%
100%
300%
Non-GAAP EPS Targets (20%):
 
Floor
Target
Ceiling
Non-GAAP EPS
$0.09
$0.15
$0.27
Percent attainment of Non-GAAP EPS of Target Bonus Amount
0%
100%
300%
For the strategic initiatives revenue component, the participating executive could earn up to an additional 10% of his target bonus amount based on our strategic initiatives revenue for fiscal 2018. The participant’s Target Bonus Amount will be increased 1% for every $1 million of strategic initiatives revenue over $6 million, up to a maximum of 10%. The Compensation Committee was responsible for determination of the attainment, or level of attainment, of the non-financial component and any over achievement thereof.
The table below illustrates the minimum, target, and maximum bonus amounts potentially payable to our named executive officers under the 2018 Management Bonus Plan:
 
 
2018 Management Bonus Plan
Name
 
Minimum
Target
Maximum
Robert Lento
$
0
438,000
919,800
Sajid Malhotra
 
0
235,000
493,500
George Vonderhaar
 
0
206,000
432,600
Michael DiSanto
 
0
167,000
350,700
Kurt Silverman
 
0
165,000
346,500
The Compensation Committee believed that these targets presented achievable goals, but were not necessarily certain, and achievement depended upon successful execution of our business plan. Bonuses are reviewed and approved by the Compensation Committee, which determined the performance and operational criteria necessary for award of such bonuses. The actual bonus amount earned by each participating executive was determined by the Compensation Committee based upon attainment of the performance criteria after our 2018 financial results were reviewed and approved by the Audit Committee of the Board. Applying the formula described herein to our 2018 financial performance, the Compensation Committee determined that this would have resulted in a payout of 40% of the total target amount for the 2018 Management Bonus Plan. However, the committee acknowledged that, despite Limelight’s performance under the 2018 Management Bonus Plan, there was significant progress made in 2018 by Limelight toward its long-term operational and financial goals. Also, in 2018, Limelight achieved company records in full year revenue, gross margin, non-GAAP earnings, adjusted EBITDA, and net promoter score, while ending the year with more cash, cash equivalents, and marketable securities than it began the year with. The committee also acknowledged challenging market conditions and recent performance of Limelight’s stock, and determined that it was in the best interests of Limelight and the stockholders to exercise discretion within its authority in awarding bonus payment with respect to all 2018 Management Bonus Plan participants at 100% of target. Payouts would consist of 50% of the target bonus paid in cash and 50% of the target bonus paid in fully-vested restricted stock units. Participants included Limelight’s principal executive officer, principal financial officer, and the other named executive officers, with the exception of Mr. Vonderhaar, whose bonus amount was based on the terms of his transition agreement and release, as described in a Current Report on Form 8-K on November 26, 2018.
Accordingly, the Compensation Committee authorized and approved a payment of annual bonuses to the 2018 Management Bonus Plan participants, including our principal executive officer, principal financial officer and other named executive officers. Messrs. Lento, Malhotra, DiSanto, and Silverman received bonuses of $438,000, $235,000, $167,000, and $165,000, respectively, paid 50% in cash and 50% in restricted stock units, which represented approximately 91%, 66%, 52%, and 56% of their annual base salary in 2018. Mr. Vonderhaar's employment terminated on December 31, 2018 and he was paid his target bonus amount, or $206,000, as severance pursuant to the terms of his transition agreement and release.
Long-Term Incentive Program. The principal goals of our long-term equity-based incentive program are to align the interests of our named executive officers with our stockholders and to provide each named executive officer with a significant incentive to manage Limelight from the perspective of an owner with an equity stake in the business. Another goal of the long-term equity-based incentive program is to provide a competitive overall compensation package that will enable us to attract and retain talented executives. The Compensation Committee believes that unvested equity awards are a key factor in motivating and retaining executive personnel, as well as incentivizing executive personnel to preserve the current value and grow the future value of our stock, thereby furthering the interests of our other stockholders.
Equity-based awards granted for fiscal 2018 to our named executive officers were granted under our Amended and Restated 2007 Equity Incentive Plan ("Equity Incentive Plan") and were approved by the Compensation Committee. Our Equity Incentive Plan provides

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the Compensation Committee discretion to grant equity to employees in many forms. The Compensation Committee selected restricted stock units and stock options, as it believes that these forms address the goals of our long-term incentive program. Specifically, stock options maintain a strong linkage between realizable compensation and stockholder value creation, while restricted stock units further retention objectives. The Compensation Committee generally addresses annual refresh grants for the executive officers in the fourth fiscal quarter of each year. The Compensation Committee will, however, periodically consider equity award grants as may be necessary or appropriate to achieve the objectives of the long-term incentive component of the overall executive compensation program.
The Compensation Committee determined the appropriate size of long-term equity-based incentives awarded for fiscal 2018 to our named executive officers to meet our attraction, retention, and business objectives by reviewing and considering the following factors.
each named executive officer's experience, skills, knowledge, responsibilities, and position within Limelight;
competitive market data;
the number and value of each named executive officer’s then current equity award holdings;
the number of unvested equity awards and exercise price and retentive value of unvested stock options in relation to the then current market value;
each named executive officer’s total compensation;
each named executive officer’s personal performance;
the importance of each named executive officer’s anticipated contributions to the development of long-term value creation; and
the Compensation Committee members’ experience and knowledge with respect to equity compensation.
The Compensation Committee has not formalized the process by which it will take an individual’s performance or other factors into account, but may do so in the future. There is no specific weight given to any one of these elements of personal performance, nor are there particular metrics associated with any one of these elements. Rather than measuring each named executive officer’s personal performance against formal personal performance goals or elements, we rely on the Chief Executive Officer’s subjective evaluation of each named executive officer’s personal performance (other than himself) and the Compensation Committee’s experience and knowledge regarding compensation matters to evaluate the personal performance of the Chief Executive Officer and other named executive officers and to determine appropriate compensation for such officers. The Compensation Committee also relied, in part, on peer group compensation data and extant equity award valuation analyses provided by Compensia during October 2017 in determining the appropriate equity grant amounts awarded in fiscal 2018 to our named executive officers.
On a total company basis, when appropriate, the Compensation Committee also analyzes the number of shares:
used by us during the year with respect to new equity awards (i.e., burn rates);
subject to outstanding equity awards relative to the total number of shares issued and outstanding (i.e., issued equity overhang); and
subject to outstanding equity awards and available for future grants relative to the total number of shares issued and outstanding (i.e., total equity overhang). 
The Compensation Committee believes that analyzing the above factors allows it to assess whether granting additional awards to the named executive officers is prudent based on the pool of shares we have available for grants to all of its service providers and to take into consideration the impact on the dilution of stockholder interests and overhang.
Based on these factors, the Compensation Committee authorized and approved the following long-term incentive program awards described herein during fiscal 2018:
On November 21, 2018, Messrs. Lento, Malhotra, DiSanto, and Silverman received 300,346, 132,896, 106,317, and 89,705 restricted stock units, and stock options to purchase 672,619, 297,619, 238,095, and 200,893 shares of our common stock respectively, each pursuant to the Equity Incentive Plan. One-third (1/3rd) of the restricted stock units will vest on December 1, 2019, one-twelfth (1/12th) of the restricted stock units will vest on March 1, 2020, and an additional one-twelfth (1/12th) will vest on the first day of each June, September, December and March thereafter for seven (7) consecutive quarters, provided the recipient continues to be a service provider to Limelight through each such vesting date. One-third (1/3rd) of the shares subject to the stock option will vest on December 1, 2019, and one-thirty-sixth (1/36th) of the shares subject to the stock option will vest on the 1st day of January, 2020 and on the 1st day of each month thereafter until all of the stock options have vested (three years), provided the recipient continues to be a service provider to Limelight through each such vesting date. The sizes of these grants were determined based on the factors described above. The three-year time-based vesting schedules applied to the equity awards provide both a strong retention tool and also balances each executive’s focus

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on our short-term and long-term goals. Mr. Vonderhaar did not receive an equity grant because Mr. Vonderhaar and the Company had reached an agreement regarding Mr. Vonderhaar’s separation from his position with the Company.
With respect to non-named executive officers, equity award grants are generally made within grant guidelines established by the Compensation Committee, in consultation with management, based on job grade, job title, responsibility level, seniority level, or other factors, which may include the competitive hiring marketplace. Customarily, the Compensation Committee considers annual equity awards for employees other than named executive officers in the first quarter each year. With respect to the named executive officers, the Chief Executive Officer makes recommendations on such guidelines and the named executive officer’s actual grants (other than his own). The grant guidelines assist us in keeping equity grants within the budgeted grant pool approved by the Compensation Committee, and thereby efficiently managing the available equity pool and its overhang.
Equity Award Practices. We may grant a mix of options and restricted stock units in situations where the compensation philosophy and objectives would be best met by doing so. In prior years, our equity awards extended to most employees. Beginning in 2009, we concentrated equity awards among those positions with the greater opportunity to affect our financial performance and have continued with this practice each year. The vesting schedules applied to equity awards, usually three or four years, provide both a strong retention tool and also balances each executive’s focus on our short term and long term goals.
Prior to September 2007, the effective grant date for all equity awards to our named executive officers was the date on which the Compensation Committee or the Board approved the grant. Historically, this was accomplished through actions by unanimous written consent. In September 2007, our Board adopted a policy providing for approval of equity awards in advance of a future effective grant date. We follow this granting policy as a best practice approach recommended by outside counsel. All stock options granted to the named executive officers have a per share exercise price equal to the fair market value of a share of our common stock on the grant date.
Employment Agreements, Severance and Change of Control Benefits
Employment Agreements. We have written employment agreements with certain executive officers, including each of our named executive officers. Each agreement provides that the executive’s employment with Limelight is “at-will” and may be terminated at any time by either party, either with or without cause, upon written notice to the other party. Depending upon the circumstances of the executive’s termination, the executive may be entitled to certain severance benefits or change of control benefits. Please see “Potential Payments upon Termination or Change of Control” below for further information on severance or change of control benefits.
Mr. Lento
On January 22, 2013, we entered into an employment agreement with Mr. Lento to become our President and Chief Executive Officer. On February 23, 2016, we entered into the first amendment to this agreement with Mr. Lento. Pursuant to the terms of Mr. Lento’s employment agreement, as amended, Mr. Lento’s annual salary for 2018 was $480,000. Mr. Lento’s salary is subject to annual review. Mr. Lento is eligible to receive an annual cash incentive bonus payable based on achievement of performance goals established by our Compensation Committee. For calendar year 2018, Mr. Lento’s annual target incentive bonus was $438,000. The earned annual incentive bonus payable to Mr. Lento depended upon the extent to which our applicable performance goals were achieved. Mr. Lento’s actual paid bonus for 2018 was $438,000. In fiscal 2018, we also issued Mr. Lento 300,346 restricted stock units and an option to purchase 672,619 shares of our common stock, each pursuant to our Equity Incentive Plan. Mr. Lento’s employment agreement further provides that we will reimburse Mr. Lento for certain expenses for reasonable travel, entertainment, and other business expenses, including professional association fees, incurred by him in furtherance of the performance of his employment duties.
Mr. Malhotra
On March 24, 2014, we entered into an employment agreement with Mr. Malhotra, our then Senior Vice President, Strategy, Facilities, Investor Relations & Procurement. On June 18, 2015, we entered into the first amendment to this agreement with Mr. Malhotra, following which Mr. Malhotra became our Chief Strategy Officer. On February 23, 2016, we entered into the second amendment to this agreement with Mr. Malhotra. Pursuant to the terms of Mr. Malhotra’s employment agreement, as amended, Mr. Malhotra’s annual salary for 2018 was $355,000. Mr. Malhotra was eligible to receive an annual cash incentive bonus payable based on achievement of performance goals established by our Compensation Committee. For 2018, Mr. Malhotra’s annual target incentive bonus was $235,000. The earned annual incentive bonus payable to Mr. Malhotra depended upon the extent to which our applicable performance goals were achieved. Mr. Malhotra’s actual paid bonus for 2018 was $235,000. In fiscal 2018, Limelight also issued Mr. Malhotra 132,896 restricted stock units and a stock option to purchase 297,619 shares of our common stock, each pursuant to our Equity Incentive Plan. Mr. Malhotra’s employment agreement further provides that we will reimburse Mr. Malhotra for certain expenses for reasonable travel, entertainment, and other business expenses, including professional association fees, incurred by him in furtherance of the performance of his employment duties.
Mr. Vonderhaar
On January 22, 2013, we entered into an employment agreement with Mr. Vonderhaar to become our Senior Vice President and Chief Sales Officer. On June 18, 2015, we entered into the first amendment to this agreement with Mr. Vonderhaar. On February 23, 2016, we entered into the second amendment to this agreement with Mr. Vonderhaar. On November 19, 2018, we entered into a transition agreement and release regarding Mr. Vonderhaar's separation from his position as Senior Vice President and Chief Sales Officer of the Company. Pursuant to the terms of the transition agreement, Mr. Vonderhaar received an amount equal to 12 months of his base salary

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for 2018, or $294,000, 100% of his target annual incentive for 2018, or $206,000, continued vesting of the portion of his outstanding and unvested restricted stock units that would otherwise vest by their terms on or before June 30, 2019, or $114,191 (based on grant date fair market value per share), continued vesting of the portion of his outstanding and unvested stock options that would otherwise vest by their terms on or before March 31, 2019, or $58,932 (based on black-scholes per share fair market value), and reimbursement for premiums paid for continued health benefits under the Company’s health plan until the earlier of 12 months or the date upon which Mr. Vonderhaar and his eligible dependents become covered under similar plans, or $15,823.
Mr. DiSanto
On March 10, 2015, we entered into an employment agreement with Michael DiSanto, our Senior Vice President, Chief Administrative and Legal Officer & Secretary. On June 18, 2015, we entered into the first amendment to this agreement with Mr. DiSanto. On February 23, 2016, we entered into the second amendment to this agreement with Mr. DiSanto. Pursuant to the terms of Mr. DiSanto's employment agreement, as amended, Mr. DiSanto's annual salary for 2018 was $323,000. Mr. DiSanto was eligible to receive an annual incentive bonus payable based on achievement of performance goals established by our Compensation Committee. For 2018, Mr. DiSanto's annual target incentive bonus was $167,000. The earned annual cash incentive bonus payable to Mr. DiSanto depended upon the extent to which our applicable performance goals were achieved. Mr. DiSanto's actual paid bonus for 2018 was $167,000. In fiscal 2018, we issued Mr. DiSanto a total of 106,317 restricted stock units and a stock option to purchase 238,095 shares of our common stock, each pursuant to our Equity Incentive Plan. Mr. DiSanto’s employment agreement further provides that we will reimburse Mr. DiSanto for certain expenses for reasonable travel, entertainment, and other business expenses, including professional association fees, incurred by him in furtherance of the performance of his employment duties.
Mr. Silverman
On August 20, 2013, we entered into an employment agreement with Kurt Silverman, our Senior Vice President, Development & Delivery. On February 23, 2016, we entered into the first amendment to this agreement with Mr. Silverman. Pursuant to the terms of Mr. Silverman’s employment agreement, as amended, Mr. Silverman’s annual salary for 2018 was $295,000. Mr. Silverman was eligible to receive an annual incentive bonus payable based on achievement of performance goals established by our Compensation Committee. For 2018, Mr. Silverman’s annual target incentive bonus was $165,000. The earned annual cash incentive bonus payable to Mr. Silverman depended upon the extent to which our applicable performance goals were achieved. Mr. Silverman’s actual paid bonus for 2018 was $165,000. In fiscal 2018, we issued Mr. Silverman 89,705 restricted stock units and a stock option to purchase 200,893 shares of our common stock, each pursuant to our Equity Incentive Plan. Mr. Silverman’s employment agreement further provides that we will reimburse Mr. Silverman for certain expenses for reasonable travel, entertainment, and other business expenses, including professional association fees, incurred by him in furtherance of the performance of his employment duties.
Severance Benefits. We believe that providing severance benefits for our named executive officers is necessary to attract and retain executive talent, and is accordingly consistent with our compensation philosophy and objectives. Severance benefits for the named executive officers is also appropriate as we believe that it is likely that an executive who is relieved of his or her position without cause may require an extended period of time to obtain other similar employment.
During fiscal 2018, the employment agreements between us and each of our named executive officer generally provide that if the executive is terminated without cause, or if the executive resigns for good reason, and the termination is not in connection with a change of control, then the executive will be entitled to the following severance benefits: (i) continued payment of executive’s base salary for twelve months, (ii) actual, earned cash bonus for the year in which termination occurs prorated to the date of termination (or 1 year of target bonus), and (iii) reimbursement for premiums paid for continued health benefits for the executive and eligible dependents under our health plans until the earlier of twelve months after termination or until executive and eligible dependents are covered under another health insurance program. Payment of severance benefits is conditioned on the executive making certain covenants with us as described below under “Material Conditions to or Obligations of Severance” in the “Potential Payments upon Termination or Change of Control” section below.
If a named executive officer voluntarily resigns his employment (without good reason), or his employment is terminated for cause, then the named executive officer is entitled generally only to compensation earned through the date of termination. More particularly, the named executive officer would be entitled to his base salary through the date of termination, and unpaid but earned and accrued annual bonus for a fiscal year completed prior to the termination of employment. All further vesting of outstanding equity awards would also cease as of the date of termination.
In the event a named executive officer’s employment is terminated due to death or disability, then twenty-five (25%) percent of the executive’s then outstanding and unvested equity awards will vest.
Change of Control Benefits. We believe that providing certain benefits for the named executive officers in connection with a change of control is necessary to attract and retain executive talent. Further, we believe that change of control arrangements are an important part of overall compensation for the named executive officers because they will assist us in maximizing stockholder value by allowing executives to participate in an objective review of any proposed transaction and whether such proposal is in the best interest of the stockholders, notwithstanding any concern the executive might have regarding his or her continued employment prior to or following a change in control or other personal financial interest.

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During fiscal 2018, the employment agreements between Limelight and each named executive officer generally provide that, in the event of a change of control, fifty percent (50%) of each executive’s then outstanding and unvested equity awards will vest, with such accelerated vesting to be applied in reverse order such that the equity awards with the latest vesting date first become non-forfeitable; provided, that there remain at least six months of the vesting term after the application of the reverse order vesting.
If the executive is terminated without cause or resigns for good reason, in each case in connection with a change of control, then the executive is entitled to the following benefits: (i) continued payment of executive’s then current base salary for 24 months, (ii) 200% of the executive’s target cash bonus for the year in which termination occurred, (iii) immediate accelerated vesting of all outstanding, unvested equity awards, and (iv) reimbursement for premiums paid for continued health benefits for the executive and eligible dependents under our health plans until the earlier of 12 months after termination or until executive is covered under another health insurance program. Furthermore, to the extent such benefits constitute “parachute payments” within the meaning of Section 280G of the Internal Revenue Code and will be subject to the excise tax imposed by Section 4999 of the Internal Revenue Code, then executive’s severance benefits payable will be either (a) delivered in full, or (b) delivered as to such lesser extent which would result in no portion of such severance benefits being subject to the excise tax, whichever of the foregoing amounts, taking into account the applicable federal, state and local income taxes and the excise tax, results in the receipt by executive on an after‑tax basis, of the greatest amount of severance benefits.
The terms “cause,” "good reason," and “change of control” are used substantially consistently among the employment agreements with the named executive officers. Generally, the term “cause” or “for cause” means termination of employment as a result of:
 
 
 
Acts or omissions constituting gross negligence, recklessness or willful misconduct on the part of an executive with respect to his or her obligations under the employment agreement or otherwise relating to our business;
 
 
Repeated or habitual neglect of executive’s duties or responsibilities that continues after notice of such neglect, or failure or refusal to carry-out the legitimate assignments given by the Chief Executive Officer or the Board;
 
 
Any act of personal dishonesty in connection with his or her responsibilities as a Limelight employee with the intention or reasonable expectation that such action may result in substantial personal enrichment;
 
 
Conviction of, or plea of nolo contendre to, a felony that the Board reasonably believes has had or will have a material detrimental effect on our reputation or business;
 
 
A breach of any fiduciary duty owed to us by executive that has a material detrimental effect on our reputation or business;
 
 
Executive being found liable in any Securities and Exchange Commission or other civil or criminal securities law action or entering any cease and desist order with respect to such action (regardless of whether or not executive admits or denies liability);
 
 
(A) Obstructing or impeding; (B) endeavoring to obstruct, impede or improperly influence; or (C) failing to materially cooperate with, any investigation authorized by the Board or any governmental or self-regulatory entity (an “Investigation”). However, executive’s failure to waive attorney-client privilege relating to communications with executive’s own attorney in connection with an Investigation will not constitute “cause”; or
 
 
Disqualification or bar by any governmental or self-regulatory authority from serving in the capacity contemplated by his or her employment agreement or executive’s loss of any governmental or self-regulatory license that is reasonably necessary for executive to perform his or her responsibilities to us under the employment agreement, if (A) the disqualification, bar or loss continues for more than 30 days, and (B) during that period, we use good faith efforts to cause the disqualification or bar to be lifted or the license replaced.
Generally, the term “good reason” means executive officer’s voluntary resignation of employment because of the existence of any of the following reasons and which reason(s) continue following the expiration of any cure period (as discussed below), without the executive’s written consent:
 
 
A material reduction without his consent of the executive's title, authority, duties, or responsibilities from those in effect immediately prior to the reduction, or an adverse change in the executive's reporting responsibilities; provided however, a sale, separation or spin-off of a portion of our business operations, provided Limelight remains a going concern and provided executive’s duties, position and responsibilities with respect to the remaining business operations are not materially reduced will also not be considered a basis for good reason resignation;
 
 
A material reduction in executive’s cash compensation (either base salary, or base salary and annual incentive target combined) as in effect immediately prior to such reduction. Notwithstanding the foregoing, a one-time reduction that also is applied to our other similarly situated executive officers and which one-time reduction reduces the cash compensation by a percentage reduction of 10% or less in the aggregate will not be deemed material and will not constitute “good reason”;

23



 
 
A failure by us to require any successor entity to Limelight specifically to assume all of our obligations to the executive under his or her employment agreement;
 
 
A material change in the geographic location from which Executive must perform services (that is, a requirement that executive re-locate his permanent residence from his then-current location or travel for business more than 10 calendar days each month); or
 
 
A material breach by us (or our successor) of any material contractual obligation owed executive pursuant to the employment agreement (including, without limitation, the failure of us to obtain the assumption of the employment agreement by a successor) that is not cured following notice and a reasonable cure period.
The executive cannot resign for good reason without first providing us with written notice within thirty (30) days of the event that the executive believes constitutes “good reason” specifically identifying the acts or omissions constituting the grounds for good reason and a reasonable cure period of not less than thirty (30) days.
Generally, the term “change of control” means the occurrence of any of the following events: 
 
 
The consummation by us of a merger or consolidation with any other corporation, other than a merger or consolidation which would result in our voting securities outstanding immediately prior thereto continuing to represent (either by remaining outstanding or by being converted into voting securities of the surviving entity) more than 50% of the total voting power represented by our voting securities or such surviving entity outstanding immediately after such merger or consolidation;
 
 
The approval by our stockholders, or if stockholder approval is not required, approval by the Board, of a plan of our complete liquidation or an agreement for the sale or disposition by Limelight of all or substantially all of our assets; or
 
 
Any “person” (as such term is used in Sections 13(d) and 14(d) of the Securities Exchange Act), other than Goldman Sachs & Co and its related funds and entities, becoming the “beneficial owner” (as defined in Rule 13d-3 under said Act), directly or indirectly, of our securities representing 50% or more of the total voting power represented by our then outstanding voting securities.
The term “in connection with a change of control” generally means a termination of executive’s employment within three months prior to the execution of an agreement that results in a change of control or twelve months following a change of control.
Payment of change of control benefits is conditioned on the executive making certain covenants with us as described below under “Material Conditions to or Obligations of Severance.” 
The tables below show the potential payments and benefits each of the named executive officers would have been entitled to receive in the event of a change of control or if each such officer’s employment had been terminated under the following circumstances as of December 31, 2018. Due to a number of factors that affect the nature and amount of any potential payments or benefits, any actual payments and benefits may be different.
Potential Payments Upon a Change of Control With no Termination of Employment
Name(1)
 
Severance
Salary ($)
 
Severance
Bonus ($)
 
Acceleration of
Unvested
Equity Awards
($)(1)
 
Health
and
Welfare
Benefits
($)
 
Total ($)
Robert A. Lento
 
$
 —

 
$
 —

 
$
774,169

 
$
 —

 
$
774,169
Sajid Malhotra
 
 

 
 

 
 
350,710

 
 

 
 
350,710
George Vonderhaar(2)
 
 

 
 

 
 

 
 

 
 
0
Michael DiSanto
 
 

 
 

 
 
287,719

 
 

 
 
287,719
Kurt Silverman
 
 

 
 

 
 
216,601

 
 

 
 
216,601
(1)
Valuation of acceleration of vesting of unvested equity awards is equal to fifty percent (50%) of the unvested restricted stock units and fifty percent (50%) of the unvested nonstatutory stock options with an exercise price less than the $2.34 per share closing price of Limelight Networks common stock on December 31, 2018, held by Messrs. Lento, Malhotra, Vonderhaar, DiSanto, and Silverman. 
 
 
(2)
Mr. Vonderhaar's employment terminated on December 31, 2018. 

24



Potential Payments Upon Termination Without Cause or Resignation for Good Reason, each in Connection with a Change of Control 
Name
 
Severance
Salary ($)(1)
 
Severance
Bonus
($)(1)
 
Acceleration of
Unvested
Equity Awards
($)(2)
 
Health and
Welfare
Benefits
($)(3)
 
Total ($)
Robert A. Lento
 
$
960,000

 
$
876,000

 
$
1,548,338

 
$
11,027

 
$
3,395,365
Sajid Malhotra
 
 
710,000

 
 
470,000

 
 
701,420

 
 
16,450

 
 
1,897,870
George Vonderhaar(4)
 
 

 
 

 
 

 
 

 
 
0
Michael DiSanto
 
 
646,000

 
 
334,000

 
 
575,438

 
 
19,576

 
 
1,575,014
Kurt Silverman
 
 
590,000

 
 
330,000

 
 
433,202

 
 
19,576

 
 
1,372,778
(1)
Amounts represent 24 months of continued base salary and 200% of target bonus, respectively.
 
 
(2)
Valuation of acceleration of vesting of unvested equity awards is equal to one hundred percent (100%) of the unvested restricted stock units and one hundred percent (100%) of the unvested stock options with an exercise price less than the $2.34 per share closing price of Limelight Networks common stock on December 31, 2018, held by Messrs. Lento, Malhotra, Vonderhaar, DiSanto, and Silverman. 
 
 
(3)
Health and welfare benefits are calculated using the monthly COBRA cost of medical, dental and vision insurance elected by the named executive during fiscal 2018, multiplied by 12 months.
 
 
(4)
Mr. Vonderhaar's employment terminated on December 31, 2018. 
Potential Payments Upon Termination Without Cause or Resignation for Good Reason, each Not in Connection with a Change of Control 
Name
 
Severance
Salary ($)(1)
 
Severance
Bonus ($)(2)
 
 
Acceleration of
Unvested
Equity Awards
($)
 
 
Health and
Welfare
Benefits
($)(3)
 
 
Total ($)
Robert A. Lento
 
$
480,000
 
$
438,000
 
 
$

 
 
$
11,027
 
 
$
929,027
Sajid Malhotra
 
 
355,000
 
 
235,000
 
 
 

 
 
 
16,450
 
 
 
606,450
George Vonderhaar(4)
 
 
294,000
 
 
206,000
 
 
 
173,123

 
 
 
15,823
 
 
 
688,946
Michael DiSanto
 
 
323,000
 
 
167,000
 
 
 

 
 
 
19,576
 
 
 
509,576
Kurt Silverman
 
 
295,000
 
 
165,000
 
 
 

 
 
 
19,576
 
 
 
479,576
(1)
Amounts represent 12 months of continued base salary.
 
 
(2)
This assumes actual earned cash incentive for fiscal 2018 at target level.
 
 
(3)
Health and welfare benefits are calculated using the monthly COBRA cost of medical, dental and vision insurance elected by the named executive during fiscal 2018, multiplied by 12 months.
 
 
(4)
Mr. Vonderhaar's employment terminated on December 31, 2018. Amounts included herein reflect actual payout under his transition agreement and release described in this Employment Agreements, Severance and Change of Control Benefits section.
Potential Payments Upon Death or Disability, each Not in Connection with a Change of Control
Name(1)
 
Severance
Salary ($)
 
Severance
Bonus ($)
 
Acceleration of
Unvested
Equity Awards
($)(1)
 
Health
and
Welfare
Benefits
($)
 
Total ($)
Robert A. Lento
 
$
 —

 
$
 —

 
$
387,085

 
$
 —

 
$
387,085
Sajid Malhotra
 
 

 
 

 
 
175,355

 
 

 
 
175,355
George Vonderhaar(2)
 
 

 
 

 
 

 
 

 
 
0
Michael DiSanto
 
 

 
 

 
 
143,860

 
 

 
 
143,860
Kurt Silverman
 
 

 
 

 
 
108,301

 
 
 
 
 
108,301
(1)
Valuation of acceleration of vesting of unvested equity awards is equal to twenty-five percent (25%) of the unvested restricted stock units and twenty-five percent (25%) of the unvested stock options with an exercise price less than the $2.34 per share closing price of Limelight Networks common stock on December 31, 2018, held by Messrs. Lento, Malhotra, Vonderhaar, DiSanto, and Silverman. 
 
 
(2)
Mr. Vonderhaar's employment terminated on December 31, 2018. 




25



Material Conditions to or Obligations of Severance. The receipt of severance or change of control benefits is conditioned upon the named executive officer delivering and not revoking a separation agreement and general release of claims substantially in a form prescribed by us. Further, the executive must agree that for a two-year period following his or her termination that executive will not (i) solicit any Limelight employee (sometimes excepting the executive’s personal administrative assistant) for employment other than with Limelight, and (ii) engage in competition with or have an ownership interest in a business that competes with us. 
Retirement Benefits under the 401(k) Plan, ESPP, Executive Perquisites, and Generally Available Benefit Programs
In fiscal 2018, named executive officers were eligible to participate in the health and welfare programs that are generally available to other Limelight employees, including medical, dental, vision, group life, short-term and long-term disability and supplemental insurance.
We also maintain a tax-qualified 401(k) plan, and an ESPP, which are broadly available to our general U.S. based employee population. Under the 401(k) plan, all of our employees are eligible to participate. We provide a matching contribution as follows: a dollar-for-dollar (100%) match on an eligible employee’s deferral that does not exceed three percent (3%) of compensation for the year and a fifty percent (50%) match on the next two percent (2%) of the employee’s deferrals. We do not provide defined benefit pension plans or defined contribution retirement plans to our executive officers or other employees other than (i) the 401(k) plan or (ii) as required in certain countries other than the United States for legal or competitive reasons. Under the ESPP, eligible participants, including our named executive officers, may purchase shares of our common stock at 85% of the lower price on either the first day of a six-month offering period, or the last day of that offering period. There are two offering periods each year, and participants may purchase up to $25,000 in our common stock under the ESPP each calendar year.
The 401(k) plan, ESPP, and other generally available benefit programs allow us to remain competitive, and we believe that the availability of such benefit programs enhances employee loyalty and productivity. The benefit programs are primarily intended to provide all eligible employees with competitive and quality healthcare, financial protection for retirement, and enhanced health and productivity. These benefit programs typically do not factor into decisions regarding executive compensation packages. The Board or Compensation Committee, at its discretion, can also authorize certain executive perquisites. Other than the housing allowance for Mr. Lento, none were authorized for fiscal 2018.
Accounting, Tax, and Other Considerations
In the Compensation Committee's review and establishment of compensation programs and payments for fiscal 2018, the Compensation Committee considered, but did not place great emphasis on, the anticipated accounting and tax treatment of our compensation programs and payments by us to our executive officers. While we may consider accounting and tax treatment in the future, these factors alone are not dispositive. Among other factors that receive greater consideration are the net costs to us and our ability to effectively administer executive compensation in the short- and long-term interests of stockholders under a proposed compensation arrangement.
For tax years beginning before January 1, 2018, Internal Revenue Code Section 162(m) limits the amount that we may deduct for compensation paid to our Chief Executive Officer and to each of our three most highly compensated officers (other than our Chief Financial Officer) to $1,000,000 per person, unless certain exemption requirements are met. Exemptions to this deductibility limit may have been made for various forms of “performance-based” compensation. Under certain regulations, compensation arising from options and restricted stock units that meet certain requirements were not subject to the $1,000,000 cap on deductibility, and in the past we have granted equity awards that we believe met those requirements.
On December 22, 2017, the Tax Cuts and Jobs Act (the “Tax Act”) was passed, which among other things amended Internal Revenue Code Section 162(m) to eliminate the “performance-based” exemption. For tax years beginning on or after January 1, 2018, Internal Revenue Code Section 162(m) limits the amount that we may deduct for compensation paid to our Chief Executive Officer and to each of our three most highly compensated officers to $1,000,000 per person.
Section 409A of the Internal Revenue Code
Internal Revenue Code Section 409A ("Section 409A") imposes additional significant taxes in the event that an executive officer, director or service provider receives “deferred compensation” that does not satisfy the requirements of Section 409A. Although we do not maintain a traditional nonqualified deferred compensation plan, Section 409A does apply to certain severance arrangements and equity awards. Consequently, to assist in avoiding additional tax under Section 409A, we amended our employment agreements with our named executive officers in December 2008, including the severance arrangements described in this proxy statement, to conform to the requirements of Section 409A. Further Limelight intends to structure its equity awards in a manner to either avoid the application of Section 409A or, to the extent doing so is not possible, comply with the applicable Section 409A requirements.
Accounting for Stock-Based Compensation
We account for stock-based awards in accordance with the requirements of Financial Accounting Standards Board Accounting Standards Codification Topic 718, Compensation — Stock Compensation (ASC Topic 718).

26



Stock Ownership Guidelines
At this time, the Board has not adopted stock ownership guidelines with respect to the named executive officers or otherwise. However, at December 31, 2018, each of Messrs. Lento, Malhotra, DiSanto, and Silverman owned shares of Limelight stock (not counting in-the-money vested stock options) that equaled approximately 5.44, 6.10, 3.42, and 4.35 times their then current salary, respectively.
Hedging and Derivatives Trading Policies
We have an insider trading policy that prohibits , among other things, short sales, hedging of stock ownership positions, and transactions involving derivative securities relating to our common stock. In addition, from time to time, named executive officers enter into Rule 10b5-1 trading plans; however, none were in place during fiscal 2018. Some of our senior executive officers, including Messrs. Lento, Vonderhaar, and Silverman entered into Rule 10b5-1 trading plans that were effective in 2018.

27




EXECUTIVE COMPENSATION AND OTHER MATTERS
Executive Compensation Tables
The following table sets forth information regarding the compensation to each of the individuals who served as our principal executive officer, principal financial officer, and our three most highly compensated executive officers (other than the principal executive officer or principal financial officer) during the fiscal year ended December 31, 2018. We refer to these executive officers as our named executive officers. The following table also sets forth such information for our named executive officers for fiscal years ended December 31, 2017 and December 31, 2016.
Summary Compensation Table 
Name and Principal Position
Year
 
Salary
($)
 
 
Bonus  ($)
 
Stock Awards  ($)(1)(2)
 
Option Awards  ($)(1)
 
Non-Equity
Incentive Plan
Compensation
($)(2)
 
All Other
Compensation  ($)(3)
 
Total ($)
(a)
(b)
 
(c)
 
 
(d)
 
(e)
 
(f)
 
(g)
 
(i)
 
(j)
Robert A. Lento
2018
 
480,000
 
 
262,800

(5)
1,027,183

 
1,201,868

 
175,200

(5)
50,413
 
3,197,464
Chief Executive Officer and Director
2017
 
480,000
 
 

 
1,344,624

 
1,358,037

 
856,800

 
47,523
 
4,086,984
 
2016
 
237,500
(4)
 

 
1,837,589

 
1,478,685

 
176,415

 
19,421
 
3,749,610
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Sajid Malhotra
2018
 
355,000
 
 
141,000

(5)
454,504

 
531,800

 
94,000

(5)
21,559
 
1,597,863
Senior Vice President and
2017
 
340,000
 
 

 
594,977

 
600,921

 
483,000

 
21,578
 
2,040,476
Chief Financial Officer
2016
 
158,854
(4)
 

 
937,509

 
706,050

 
101,554

 
15,894
 
1,919,861
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
George Vonderhaar(6)
2018
 
294,000
 
 

 

 

 

 
726,004
(6)
1,020,004
Former Senior Vice President, Chief Sales Officer
2017
 
280,000
 
 

 
386,732

 
390,587

 
435,120

 
20,251
 
1,512,690
 
2016
 
275,000
 
 

 
391,600

 
312,417

 
92,850

 
20,495
 
1,092,362
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Michael DiSanto
2018
 
323,000
 
 
100,200

(5)
363,604

 
425,440

 
66,800

(5)
12,921
 
1,291,965
Senior Vice President, Chief Administrative and Legal Officer
2017
 
310,000
 
 

 
476,003

 
480,742

 
332,010

 
12,628
 
1,611,383
       and Secretary
2016
 
150,000
(4)
 

 
676,027

 
469,949

 
69,637

 
11,801
 
1,377,414
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Kurt Silverman
2018
 
295,000
 
 
99,000

(5)
306,791

 
358,965

 
66,000

(5)
22,721
 
1,148,477
Senior Vice President,
2017
 
295,000
 
 

 
401,611

 
405,613

 
309,750

 
22,425
 
1,434,399
Development and Delivery
2016
 
290,000
 
 

 
392,794

 
346,836

 
60,584

 
22,619
 
1,112,833
(1)
These amounts represent the grant date fair value for each of the Stock Awards (restricted stock units) and Option Awards (stock options) granted to our named executive officers in fiscal 2018 and in prior years, computed in accordance with ASC Topic 718, except that, in accordance with applicable SEC rules and guidance, we have disregarded estimates of forfeitures related to service-based vesting conditions. The amounts included in the Stock Awards column for any performance-based restricted stock units are calculated based on the probable satisfaction of the performance conditions for such awards at the time of grant. A discussion of the assumptions used in the calculation of these amounts for awards granted in 2018, 2017, and 2016 are included in Note 14 “Share-Based Compensation” in the “Notes to Consolidated Financial Statements” included within our Annual Report on Form 10-K for the fiscal year ended December 31, 2018. These amounts do not represent the actual amounts paid to or realized by the named executive officers during the fiscal years presented.
(2)
For fiscal 2016, each of the named executive officers elected to take the Retention Program portion of their respective bonus in the form of fully-vested stock. Also, Messrs. Lento, Malhotra, and DiSanto each elected to take 50% of their 2016 salary in fully-vested stock instead of cash. The grant date fair market value of these awards are included in this column.
(3)
Represents, among other things, amounts paid for health and life insurance for the employee and the employee’s family members for each of the named executive officers and company matches on 401(k) accounts. Amounts also include $28,800 in a housing allowance in 2018 for Mr. Lento for housing maintained away from his home office.
(4)
Messrs. Lento, Malhotra, and DiSanto each elected to take 50% of their 2016 salary in fully-vested stock instead of cash. Also, Mr. Malhotra's annual base salary was increased effective April 15, 2016 from $300,000 to $325,000.
(5)
Applying the formula to determine payouts under the 2018 Management Bonus Plan (the "Plan") would have resulted in a payout of 40% of the total target amount. Amounts reflecting this Plan achievement portion are included in the non-equity incentive plan compensation column. However, the Compensation Committee acknowledged that, despite Limelight’s performance against the Plan, there was significant progress made in 2018 by Limelight toward its long-term operational and financial goals. Also, in 2018, Limelight achieved company records in full year revenue, gross margin, non-GAAP earnings, adjusted EBITDA, and net promoter score, while ending the year with more cash, cash equivalents, and marketable securities than it began the year with. The committee also acknowledged challenging market conditions and recent performance of Limelight's stock, and determined that it was in the best interests of Limelight and the stockholders for the committee to exercise discretion within its authority in awarding bonus payouts and set the payout to all Plan participants at 100% of target. Payouts would consist of 50% of the target bonus paid in cash and 50% of the target bonus paid in fully-vested restricted stock units. Participants included Limelight’s principal executive officer, principal financial officer, and the other named executive officers, with the exception of Mr. Vonderhaar, whose bonus amount was based on the terms of his transition agreement and release, as described in a Current Report on Form 8-K on November 26, 2018. Amounts in the bonus column for 2018 reflect the difference between 100% of target bonus actually paid out and the amount paid out using the Plan formula (40%). Within the amounts in the bonus column is the 50% target bonus paid in fully-vested restricted stock units.

28



(6)
On November 19, 2018, we entered into a transition agreement and release regarding Mr. Vonderhaar's separation from his position as Senior Vice President and Chief Sales Officer of the Company. Pursuant to the terms of the transition agreement, Mr. Vonderhaar received an amount equal to 12 months of his base salary for 2018, or $294,000, 100% of his target annual incentive for 2018, or $206,000, continued vesting of the portion of his outstanding and unvested restricted stock units that would otherwise vest by their terms on or before June 30, 2019, or $114,191 (based on grant date fair market value per share), continued vesting of the portion of his outstanding and unvested stock options that would otherwise vest by their terms on or before March 31, 2019, or $58,932 (based on black-scholes per share fair market value), and reimbursement for premiums paid for continued health benefits under the Company’s health plan until the earlier of 12 months or the date upon which Mr. Vonderhaar and his eligible dependents become covered under similar plans, or $15,823. Amounts in the All Other Compensation column also include amounts paid for health and life insurance for Mr. Vonderhaar and his family members, and company matches on his 401(k) account during 2018.
CEO Pay Ratio
As required by Section 953(b) of the Dodd-Frank Wall Street Reform and Consumer Protection Act, and Item 402(u) of Regulation S-K, we are providing the following information for fiscal 2018 about the relationship of the annual total compensation of our employees (other than the CEO) and the annual total compensation of our CEO:
the median of the annual total compensation of our employees (other than our CEO) was $111,149;
the annual total compensation of our CEO was $3,197,464, as reflected in the Summary Compensation Table above; and
the ratio of the annual total compensation of our CEO to the median of the annual total compensation of our employees was 29 to 1.
As permitted by SEC rules, we selected the individual who represented our median employee, by reviewing annual base salary, commissions, annual bonus amounts, stock-based compensation (based on the grant date fair value of awards granted during 2018), perquisites, company contributions to defined contribution plans, and insurance premiums paid by the Company for all 562 individuals worldwide who were employed by us on December 31, 2018, the last day of our fiscal year (whether employed on a full-time, part-time, seasonal, or temporary basis). For employees paid in other than U.S. dollars, we converted their compensation to U.S. dollars and did not make any cost-of-living adjustments to such compensation. We did not annualize total direct compensation for employees employed by us for less than the full fiscal year.
Once we selected the individual who represented the median employee, we then calculated the annual total compensation for this employee using the same methodology we used for our named executive officers in our 2018 Summary Compensation Table to yield the median annual total compensation disclosed above.
The pay ratio reported above is a reasonable estimate calculated in a manner consistent with SEC rules based on our internal records and the methodology described above. The SEC rules for calculating the pay ratio allow companies to adopt a variety of methodologies, to apply certain exclusions, and to make reasonable estimates and assumptions that reflect their employee populations and compensation practices. Accordingly, the pay ratio reported by other companies may not be comparable to the pay ratio reported above, as other companies have different employee populations and compensation practices and may utilize different methodologies, exclusions, estimates and assumptions in calculating their own pay ratios.

29



Grants of Plan-Based Awards in 2018
The following table provides information regarding grants of plan based awards to each of our named executive officers during the fiscal year ended December 31, 2018. 
Name
Grant
Date
 
Estimated Future Payouts
Under Non-Equity
Incentive Plan
Awards (1)
 
All Other Stock Awards: Number of Shares of Stock or Units
(#)
 
All Other Option
Awards:
Number of
Securities
Underlying
Options (#)
 
Exercise
or Base
Price of
Option
Awards
($/sh)
 
Grant Date Fair Value of Stock and Option Awards
($)(2)
 
 
 
Threshold
($)(1)
 
Target
($)
 
Maximum
($)
 
 
 
 
 
 
 
 
(a)
(b)
 
(c)
 
(d)
 
(e)
 
(i)
 
(j)
 
(k)
 
(l)
Robert A. Lento
02/22/18
 
0
 
 
438,000
 
 
919,800
 
 

 

 

 

 
11/21/18
 
 
 
 
 
 
 
300,346

(3)

 

 
1,027,183

 
11/21/18
 
 
 
 
 
 
 

 
672,619

(4)
3.42

 
1,201,868

Sajid Malhotra
02/22/18
 
0
 
 
235,000
 
 
493,500
 
 

 

 

 

 
11/21/18
 
 
 
 
 
 
 
132,896

(3)

 

 
454,504

 
11/21/18
 
 
 
 
 
 
 

 
297,619

(4)
3.42

 
531,800

George Vonderhaar
02/22/18
 
0
 
 
206,000
 
 
432,600
 
 

 

 

 

Michael DiSanto
02/22/18
 
0
 
 
167,000
 
 
350,700
 
 

 

 

 

 
11/21/18
 
 
 
 
 
 
 
106,317

(3)

 

 
363,604

 
11/21/18
 
 
 
 
 
 
 

 
238,095

(4)
3.42

 
425,440

Kurt Silverman
02/22/18
 
0
 
 
165,000
 
 
346,500
 
 

 

 

 

 
11/21/18
 
 
 
 
 
 
 
89,705

(3)

 

 
306,791

 
11/21/18
 
 
 
 
 
 
 

 
200,893

(4)
3.42

 
358,965

(1)
Amounts represent participation in the 2018 Management Bonus Plan. Following the end of the year, the Compensation Committee used discretion to set the payout to all Plan participants at 100% of target. Payouts would consist of 50% of the target bonus paid in cash and 50% of the target bonus paid in fully-vested restricted stock units. See the Summary Compensation Table for actual amounts earned.
(2)
These amounts represent the aggregate grant date fair value for Option Awards and Stock Awards, each computed in accordance with ASC Topic 718, as the case may be excluding the effect of estimated forfeitures. A discussion of the assumptions used in the calculation of these amounts are included in Note 14 “Share-Based Compensation” in the “Notes to Consolidated Financial Statements” included within our Annual Report on Form 10-K for the fiscal year ended December 31, 2018. These amounts do not represent the actual amounts paid to or realized by the named executive officers during the fiscal year.
(3)
One-third (1/3rd) of the restricted stock units will vest on December 1, 2019, and one-twelfth (1/12th) of the restricted stock units will vest on March 1, 2020, and an additional one-twelfth (1/12th) will vest on the first day of each June, September, December, and March thereafter for seven (7) consecutive quarters, provided the recipient continues to be a service provider through each such vesting date.
(4)
One-third (1/3rd) of the shares subject to the stock option will vest on December 1, 2019, and one-thirty-sixth (1/36th) of the stock options will vest on the 1st day of January, 2020 and will vest on the 1st day of each month thereafter until all of the stock options have vested, provided the recipient continues to be a service provider through each such vesting date.





30



Outstanding Equity Awards at 2018 Fiscal Year-End
The following table presents certain information concerning the outstanding option and restricted stock unit awards held as of December 31, 2018 by each named executive officer. Unless otherwise indicated, the outstanding equity awards listed in the table below were subject to the accelerated vesting provisions in each of the named executive officer's employment agreements described in the "Employment Agreements, Severance and Change of Control Benefits" section. Each of the equity awards in this table was granted pursuant to the Amended and Restated 2007 Equity Incentive Plan. The Market Values below are based on the reported closing market price of our common stock on the NASDAQ Global Market as of December 31, 2018 ($2.34 per share).
 
Option Awards
 
 
Stock Awards
Name
Number of Securities Underlying Unexercised Options(#): Exercisable
 
Number of Securities Underlying Unexercised Options(#): Unexercisable
 
Option Exercise Price ($)
 
Option
Expiration
Date
 
 
Number
of
Shares
or  Units
of Stock
That Have Not Vested
(#)
 
 
Market
Value of
Shares or
Units of
Stock That
Have Not Vested
($)
(a)
(b)
 
(c)
 
(e)
 
(f)
 
 
(g)
 
 
(h)
Robert A. Lento
250,000

 
0

  
1.78

 
11/13/22

(1)
 

 
 

 
2,000,000

 
0

  
2.26

 
2/22/23

(1)
 

 
 

 
359,000

 
0

 
2.69

 
11/13/24

(1)
 

 
 

 
714,286

 
0

 
2.15

 
11/5/25

(1)
 

 
 

 
741,688

 
375,312

 
2.39

 
11/16/26

(2)
 
196,922

(3)
 
460,797

 
158,302

 
324,328

 
5.45

 
11/6/27

(4)
 
164,415

(5)
 
384,731

 
0

 
672,619

 
3.42

 
11/21/28

(6)
 
300,346

(7)
 
702,810

Sajid Malhotra
200,000

 
0

 
2.04

 
5/9/24

(1)
 

 
 

 
102,000

 
0

 
2.69

 
11/13/24

(1)
 

 
 

 
202,381

 
0

  
2.15

 
11/5/25

(1)
 

 
 

 
57,937

 
0

  
1.66

 
12/1/25

(1)
 

 
 

 
166,400

 
33,600

 
1.75

 
4/29/26

(8)
 
16,660

(9)
 
38,984

 
260,288

 
131,712

  
2.39

 
11/16/26

(2)
 
68,973

(3)
 
161,397

 
70,047

 
143,513

 
5.45

 
11/6/27

(4)
 
72,751

(5)
 
170,237

 
0

 
297,619

 
3.42

 
11/21/28

(6)
 
132,896

(7)
 
310,977

George Vonderhaar
250,000

 
0

 
2.26

 
12/31/19

(1)
 

 
 

 
200,000

 
0

 
2.34

 
12/31/19

(1)
 

 
 

 
125,000

 
0

 
2.69

 
12/31/19

(1)
 

 
 

 
214,286

 
0

 
2.15

 
12/31/19

(1)
 
 
 
 


 
156,704

 
19,824

 
2.39

 
12/31/19

(10)
 
20,825

(10)
 
48,731

 
45,529

 
11,660

 
5.45

 
12/31/19

(10)
 
11,821

(10)
 
27,661

Michael DiSanto

 

 

 

 
 
18,750

(11)
 
43,875

 
274,999

 
25,001

 
3.95

 
5/5/25

(12)
 

 
 

 
214,286

 
0

 
2.15

 
11/5/25

(1)
 
 
 
 


 
56,440

 
28,560

 
2.39

 
11/16/26

(2)
 
14,994

(3)
 
35,086

 
179,280

 
90,720

  
2.39

 
11/16/26

(2)
 
47,649

(3)
 
111,499

 
56,038

 
114,812

 
5.45

 
11/6/27

(4)
 
58,204

(5)
 
136,197

 
0

 
238,095

 
3.42

 
11/21/28

(6)
 
106,317

(7)
 
248,782

Kurt Silverman
200,000

 
0

 
2.05

 
9/3/23

(1)
 

 
 

 
75,000

 
0

 
2.34

 
2/18/24

(1)
 

 
 

 
50,000

 
0

 
2.34

 
2/18/24

(1)
 

 
 

 
125,000

 
0

 
2.69

 
11/13/24

(1)
 

 
 

 
214,286

 
0

 
2.15

 
11/5/25

(1)
 

 
 

 
173,968

 
88,032

 
2.39

 
11/16/26

(2)
 
46,316

(3)
 
108,379

 
47,289

 
96,869

 
5.45

 
11/6/27

(4)
 
49,108

(5)
 
114,913

 
0

 
200,893

  
3.42

 
11/21/28

(6)
 
89,705

(7)
 
209,910





31



(1)
Fully vested stock option grant.
(2)
One-third (1/3rd) of the shares subject to the stock option vested on December 1, 2017, and one-thirty-sixth (1/36th) of the shares subject to the stock option vested on the 1st day of January, 2018 and will vest on the first day of each month thereafter until the stock option has fully vested (three years), provided the recipient continues to be a service provider through each such vesting date.
(3)
One-third (1/3rd) of the restricted stock units vested on December 1, 2017, one-twelfth (1/12th) of the restricted stock units vested on March 1, 2018, and an additional one-twelfth (1/12th) will vest on the first day of each June, September, December, and March thereafter for seven (7) consecutive quarters, provided the recipient continues to be a service provider through each such vesting date.
(4)
One-third (1/3rd) of the shares subject to the stock option vested on December 1, 2018, one-thirty-sixth (1/36th) of the shares subject to the stock option vested on January 1, 2019, and will vest on the first day of each month thereafter until the stock option has fully vested (three years), provided the recipient continues to be a service provider through each such vesting date.
(5)
One-third (1/3rd) of the restricted stock units vested on December 1, 2018, one-twelfth (1/12th) of the restricted stock units vested on March 1, 2019, and an additional one-twelfth (1/12th) will vest on the first day of each June, September, December, and March thereafter for seven (7) consecutive quarters, provided the recipient continues to be a service provider through each such vesting date.
(6)
One-third (1/3rd) of the shares subject to the stock option will vest on December 1, 2019, one-thirty-sixth (1/36th) of the shares subject to the stock option will vest on January 1, 2020, and will vest on the first day of each month thereafter until the stock option has fully vested (three years), provided the recipient continues to be a service provider through each such vesting date.
(7)
One-third (1/3rd) of the restricted stock units will vest on December 1, 2019, and one-twelfth (1/12th) of the restricted stock units will vest on March 1, 2020, and an additional one-twelfth (1/12th) will vest on the first day of each June, September, December, and March, thereafter until all of the restricted stock units have vested, provided the recipient continues to be a service provider through each such vesting date.
(8)
One-third (1/3rd) of the shares subject to the stock option vested on June 1, 2017, and one-thirty-sixth (1/36th) of the shares subject to the stock option vested on the 1st day of July, 2017 and will vest on the first day of each month thereafter until all of the stock option has fully vested (three years), provided the recipient continues to be a service provider through each such vesting date.
(9)
One-third (1/3rd) of the restricted stock units vested on June 1, 2017, one-twelfth (1/12th) of the restricted stock units vested on September 1, 2017, and an additional one-twelfth (1/12th) will vest on the first day of each December, March, June, and September thereafter until all of the restricted stock units have vested, provided the recipient continues to be a service provider through each such vesting date.
(10)
Pursuant to the terms of his transition agreement and release, Mr. Vonderhaar received continued vesting of that portion of his outstanding and unvested RSUs that would otherwise vest by their terms on or before June 30, 2019, and continued vesting of that portion of his outstanding and unvested Stock Options that would otherwise vest by their terms on or before March 31, 2019. One-third (1/3rd) of the shares subject to the stock option vested vested on January 1, 2019, 1/3rd vested on February 1, 2019, and 1/3rd vested on March 1, 2019. One-half of the restricted stock units vested on March 1, 2019, and the other half will vest on the June 1, 2019.
(11)
One-sixteenth (1/16th) of the restricted stock units vested on June 1, 2016, and an additional one-sixteenth (1/16th) vest on the first day of each September, December, March, and June thereafter, provided the recipient continues to be a service provider through each such vesting date.
(12)
One-quarter (1/4th) of the shares subject to the stock option vested on April 1, 2016, and one-forty-eighth (1/48th) of the shares subject to the stock option vested on May 1, 2016, and will vest on the first day of each month thereafter until the stock option has fully vested (four years), provided the recipient continues to be a service provider through each such vesting date.

Option Exercises and Stock Vested in Last Fiscal Year
The following table presents certain information concerning the exercise of options and vesting of stock awards by each of our named executive officers during the fiscal year ended December 31, 2018, including the value of gains on exercise and the value of the stock awards. 
 
 
Option Awards
 
Stock Awards
Name
 
Number of Shares
Acquired on Exercise  (#)
 
Value Realized on
Exercise  ($)
 
Number of Shares
Acquired on Vesting  (#)(1)
 
Value Realized on Vesting  ($)(1)
(a)
 
(b)
 
(c)
 
(d)
 
(e)
Robert A. Lento
 
 

 
$

 
 
415,244
 
$
1,686,661
Sajid Malhotra
 
 

 
 

 
 
199,478
 
 
809,768
George Vonderhaar
 
 

 
 

 
 
106,369
 
 
429,368
Michael DiSanto
 
 

 
 

 
 
170,324
 
 
696,628
Kurt Silverman
 
 

 
 

 
 
111,943
 
 
452,213
(1)
The aggregate dollar amount realized upon the vesting of a stock award represents the aggregate fair value of the shares of our common stock underlying the stock award on the vesting date multiplied by the shares vested on the vesting date.


32



Pension Benefits
None of our named executive officers participates in or has account balances in qualified or non-qualified defined benefit plans sponsored by us.
Nonqualified Deferred Compensation
None of our named executive officers participates in or has account balances in non-qualified defined contribution plans or other deferred compensation plans maintained by us. 
401(k) Plan
We have established a tax-qualified employee savings and retirement plan for all employees who satisfy certain eligibility requirements, including requirements relating to age and length of service. Under our 401(k) plan, employees could elect to reduce their current compensation by up to 15% or the statutory limit, of $18,500 in fiscal 2018, whichever was less, and have us contribute the amount of this reduction to the 401(k) plan. In addition, since January 1, 2007, we match employee deferrals as follows: a dollar-for-dollar (100%) match on an eligible employee’s deferral that does not exceed 3% of compensation for the year and a fifty percent (50%) match on the next 2% of the employee’s deferrals. We intend for the 401(k) plan to qualify under Section 401 of the Internal Revenue Code so that contributions by employees or by us to the 401(k) plan, and income earned on plan contributions, are not taxable to employees until withdrawn from the 401(k) plan.
Director Compensation
The independent members of our Board are eligible to receive both cash and equity compensation for their service as board members as more fully described herein. Members of management who are on the Board are not eligible for additional compensation for service as board members.
Pursuant to the Compensation Committee charter, the Compensation Committee periodically reviews and may recommend to the Board, changes to the compensation for members of our Board. In October 2017, the Compensation Committee engaged Compensia, an independent compensation consultant, to conduct a review of our director compensation program. Based on these reviews, our director compensation program included the following components during fiscal 2018:
 
 
We will grant an equity award to a new outside director when he or she first joins the Board (the “Initial Award”). Initial Awards for outside directors will be based on a fixed value of $175,000 and paid in restricted stock units.
 
 
Cash compensation for each outside director consisting of: (i) an annual cash retainer of $40,000 paid quarterly in arrears for services as an outside director; (ii) an additional annual cash retainer of $30,000 will be paid quarterly in arrears for service by an outside director as non-executive Chairman of the Board; (iii) an additional annual cash retainer of $20,000 paid quarterly in arrears for service by an outside director as Audit Committee Chairman; (iv) an additional annual cash retainer of $9,000 paid quarterly in arrears for service by an outside director as a member (other than Chairman) of the Audit Committee; (v) an additional annual cash retainer of $10,000 paid quarterly in arrears for service by an outside director as Compensation Committee Chairman; (vi) an additional annual cash retainer of $6,000 paid quarterly in arrears for service by an outside director as a member (other than Chairman) of the Compensation Committee; and (vii) an additional annual cash retainer of $5,000 paid quarterly in arrears for service by an outside director as Nominating and Governance Committee Chairman. No annual retainer will be paid for service by a director (other than the Chairman) as a member of the Nominating and Governance Committee.
 
 
Annual equity compensation for each outside director (the “Annual Award”). These equity awards are automatically established in accordance with the following principles:
 
 
(i)
the Annual Award will be based upon a fixed value (the “Fixed Value”) rather than a fixed number of stock options, restricted stock units or other equity award units;
 
 
(ii)
the Fixed Value shall correlate to $140,000 (or such other amount as determined in the judgment of the Compensation Committee);
 
 
(iii)
the Compensation Committee will determine an appropriate peer group taking into consideration such factors as it deems relevant, including without limitation, total revenue, revenue growth, industry, income and number of employees;
 
 
(iv)
the Compensation Committee may rely upon the advice of an independent compensation consultant to the extent it deems such reliance necessary or appropriate to determine a relevant Peer Group and to identify the value of annual equity awards to directors;

33