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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A
Proxy Statement Pursuant to Section 14(a) of
the Securities Exchange Act of 1934 (Amendment No.           )
Filed by the Registrant ☒
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))

Definitive Proxy Statement

Definitive Additional Materials

Soliciting Material under §240.14a-12
Equinix, 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):

No fee required.

Fee computed on table below per Exchange Act Rules 14a6(i)(1) and 011.
(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:

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NOTICE OF ANNUAL MEETING OF
STOCKHOLDERS
DEAR STOCKHOLDER:
You are cordially invited to attend the Annual Meeting of Stockholders (the “Annual Meeting”) of Equinix, Inc., a Delaware corporation (“Equinix”) on Wednesday, May 26, 2021, at 10:00 a.m. PDT. Due to the ongoing COVID-19 pandemic, the meeting will be held virtually via live webcast again this year. We believe in meaningfully engaging with our stockholders and hope this virtual meeting will maximize participation. You will be able to attend and participate in the virtual Annual Meeting, vote your shares electronically and submit your questions during the meeting by visiting:
www.meetingcenter.io/230178284
Password EQIX2021
Formal rules of conduct and technical support will be available during the virtual Annual Meeting. We encourage you to access the meeting prior to the start time leaving ample time for the check-in. Please follow the registration instructions as outlined in this proxy statement. We intend to reevaluate whether an in-person meeting is appropriate again in 2022.
At the Annual Meeting, the following proposals will be considered and voted on, in addition to such other business as may properly come before the meeting or any adjournments or postponements thereof:
ITEMS OF BUSINESS
Proposal
Board’s
Recommendation
See
page
1
Election of directors to the board of directors (the “Board”) to serve until the next Annual Meeting or until their
successors have been duly elected and qualified

Tom Bartlett

Nanci Caldwell

Adaire Fox-Martin

Gary Hromadko

Irving Lyons III

Charles Meyers

Christopher Paisley

Sandra Rivera

Peter Van Camp
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FOR
each nominee
5
2
Approval, by a non-binding advisory vote, of the compensation of our named
executive officers
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FOR
26
3
Ratification of the appointment of PricewaterhouseCoopers LLP as our independent
registered public accounting firm for the fiscal year ending Dec. 31, 2021
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FOR
52
4
A stockholder proposal, related to written consent of stockholders
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AGAINST
54
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TO BE HELD
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VIRTUAL MEETING
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ATTENDANCE
Wednesday, May 26, 2021
10:00 a.m. PDT
www.meetingcenter.io/230178284
The password for the meeting is: EQIX2021
Whether or not you plan to attend the
Annual Meeting, please vote promptly,
following the instructions contained in the
materials you received.

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The foregoing items of business are more fully described in the attached proxy statement.
Only stockholders of record at the close of business on Apr. 1, 2021, are entitled to notice of, and to vote at, the Annual Meeting and at any adjournments or postponements thereof. A list of such stockholders will be available for inspection during the meeting by visiting www.meetingcenter.io/230178284. The password for the meeting is EQIX2021.
   
BY ORDER OF THE BOARD OF DIRECTORS,
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Peter Van Camp
Executive Chairman
Redwood City, California
Apr. 15, 2021
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WHETHER OR NOT YOU PLAN TO ATTEND THE VIRTUAL MEETING, PLEASE VOTE AS SOON AS POSSIBLE.
You may revoke your proxy at any time prior to the Annual Meeting. If you decide to attend the Annual Meeting and wish to change your proxy vote, you may do so by attending the Annual Meeting webcast. If you are a registered stockholder (i.e., you hold your shares through our transfer agent, Computershare), you do not need to register to attend the virtual Annual Meeting. Please follow the instructions on the notice or proxy card that you received.
If you are a beneficial holder (i.e. you hold your shares through an intermediary, such as a bank or broker) and want to attend the Annual Meeting webcast (with the ability to ask a question and/or vote, if you choose to do so) you have two options:
1)
Registration in Advance of the Annual Meeting
Submit proof of your proxy power (“Legal Proxy”) from your broker or bank reflecting your Equinix, Inc. holdings along with your name and email address to Computershare.
Requests for registration as set forth in (1) above must be labeled as “Legal Proxy” and be received no later than 5:00 p.m., Eastern Time, on May 20, 2021. You will receive a confirmation of your registration by email after we receive your registration materials.
Requests for registration should be directed to us at the following:
By email:
Forward the email from your broker granting you a Legal Proxy, or attach an image of your Legal Proxy, to legalproxy@computershare.com
By mail:
Computershare
Equinix, Inc. Legal Proxy
P.O. Box 43001
Providence, RI 02940-3001
2)
Register at the Annual Meeting
Beneficial Holder Access to Virtual Meetings 2021 Proxy Season
For the 2021 proxy season, an industry solution has been agreed upon to allow beneficial holders to register online at the Annual Meeting to attend, ask questions and vote. We expect that the vast majority of beneficial holders will be able to fully participate using the control number received with their voting instruction form. Please note, however, that this option is intended to be provided as a convenience to beneficial holders only, and there is no guarantee this option will be available for every type of beneficial holder voting control number. The inability to provide this option to any or all beneficial holders shall in no way impact the validity of the Annual Meeting. Beneficial holders may choose the Registration in Advance of the Annual Meeting option above if they prefer to use the traditional, paper-based option.

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Please go to www.meetingcenter.io/230178284 for more information on the available options and registration instructions.
The online meeting will begin promptly at 10:00 a.m., Pacific Time. We encourage you to access the meeting prior to the start time leaving ample time for the check-in. Please follow the registration instructions as outlined in this proxy statement.
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IMPORTANT NOTICE REGARDING THE
AVAILABILITY OF PROXY MATERIALS FOR THE ANNUAL MEETING TO BE HELD ON MAY 26, 2021
The proxy statement and annual report to stockholders on Form 10-K are available at: investor.equinix.com/proxy.
[MISSING IMAGE: ico_email-leaf.gif] VOLUNTARY E-DELIVERY OF PROXY MATERIALS
We encourage our stockholders to enroll in electronic delivery of proxy materials.

If you are a registered stockholder, please sign up at www.meetingcenter.io/230178284.

If you are a beneficial owner, please contact your broker, bank or other nominee for instructions.
Electronic delivery offers immediate and convenient access to proxy statements, annual reports and other investor documents. It also helps us preserve the environment and reduce printing and shipping costs.

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PROXY STATEMENT
Table of contents
1
1
2
2
3
5
5
10
15
19
20
22
23
25
26
26
27
27
38
39
39
48
49
50
50
52
52
53
54
54
57
57
62
62
63

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PROXY SUMMARY
This summary highlights some of the topics discussed in this proxy statement. It does not cover all the information you should consider before voting, and you are encouraged to read the entire proxy statement before casting your vote.
General information
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WHEN
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VIRTUAL LOCATION
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RECORD DATE
Wednesday May 26, 2021
10:00 a.m. PDT
Visit: www.meetingcenter.io/230178284
The password for the meeting is: EQIX2021
Apr. 1, 2021
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CORPORATE INFORMATION
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EQUINIX WEBSITES
STOCK
SYMBOL
EQIX
STATE OF INCORPORATION
Delaware
CORPORATE WEBSITE
Equinix.com
STOCK
EXCHANGE
NASDAQ
YEAR OF INCORPORATION
1998
INVESTOR RELATIONS
investor.equinix.com
COMMON STOCK
OUTSTANDING AS
OF APR. 1, 2021
89,574,510
shares
PUBLIC COMPANY SINCE
2000
2021 ANNUAL MEETING
MATERIALS
investor.equinix.com/proxy
REGISTRAR &
TRANSFER AGENT
Computershare
PUBLIC POLICY
ACTIVITIES
investor.equinix.com/
corporategovernance/
publicpolicyactivities
VOTING
Have your proxy card or voting instruction form in hand when voting by telephone or online. You will need to enter the unique voter control number imprinted on it when voting.
Registered Holders
Beneficial Owners
(shares are registered in your own name) (shares are held “in street name” in a stock brokerage account or by a bank, nominee or other holder of record)
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BY MOBILE DEVICE
Scan the QR code [MISSING IMAGE: tm212328d1-icon_qrcode4clr.jpg]
Scan the QR code if one is provided by your broker, bank or other nominee
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BY INTERNET
Vote your shares online 24/7 at www.investorvote.com/EQIX
Vote your shares online 24/7 if a website is provided by your broker, bank or other nominee
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BY TELEPHONE
Call toll-free 24/7 in the U.S., U.S. territories and Canada 1-800-652-VOTE (8683)
Call the toll-free number provided on your voting information form, 24/7
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BY MAIL
Complete, date, sign and return your proxy card in the postage-paid envelope
Complete, date, sign and return your voting information form
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Equinix 2021 PROXY STATEMENT • PROXY SUMMARY
1
 

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Items to be voted on and our Board’s recommendation
Proposal
Board’s
Recommendation
See
page
1
DIRECTORS: Election of directors
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FOR
each nominee
5
2
COMPENSATION: Advisory vote to approve named executive officer compensation
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FOR
26
3
AUDIT: Ratification of independent registered public accountants
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FOR
52
4
STOCKHOLDER PROPOSAL: Stockholder proposal related to written consent of stockholders
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AGAINST
54
Governance
OUR BOARD Director Nominees: 9
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Thomas Bartlett
(Independent Director)
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Gary Hromadko
(Independent Director)
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Christopher Paisley
(Lead Independent Director)
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Nanci Caldwell
(Independent Director)
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Irving Lyons III
(Independent Director)
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Sandra Rivera
(Independent Director)
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Adaire Fox-Martin
(Independent Director)
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Charles Meyers
(Chief Executive Officer
and President)
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Peter Van Camp
(Executive Chairman)
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Equinix 2021 PROXY STATEMENT • PROXY SUMMARY
2
 

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DIVERSITY AND ENGAGEMENT
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CORPORATE GOVERNANCE BEST PRACTICES
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CORPORATE RESPONSIBILITY
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Performance and compensation highlights
COMPENSATION BEST PRACTICES AND HIGHLIGHTS
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Equinix 2021 PROXY STATEMENT • PROXY SUMMARY
3
 

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2020 PERFORMANCE
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(1)
Equinix uses Funds from Operations (“FFO”) and Adjusted Funds from Operations (“AFFO”), which are non-GAAP financial measures commonly used in the real estate investment trust (“REIT”) industry. FFO is calculated in accordance with the standards established by the National Association of Real Estate Investment Trusts. FFO represents net income (loss), excluding gain (loss) from the disposition of real estate assets, depreciation and amortization on real estate assets and adjustments for unconsolidated joint ventures’ and non-controlling interests’ share of these items. In presenting AFFO, Equinix excludes certain items that we believe are not good indicators of our current or future operating performance. AFFO represents FFO excluding depreciation and amortization expense on non-real estate assets, accretion, stock-based compensation, restructuring charges, impairment charges, transaction costs, an installation revenue adjustment, a straight-line rent expense adjustment, a contract cost adjustment, amortization of deferred financing costs and debt discounts and premiums, gain (loss) on debt extinguishment, an income tax expense adjustment, recurring capital expenditures, net income (loss) from discontinued operations, net of tax, and adjustments from FFO to AFFO for unconsolidated joint ventures’ and noncontrolling interests’ share of these items. For additional definitions of non-GAAP terms and a detailed reconciliation between non-GAAP financial results and the corresponding GAAP measures, please refer to pages 66-69 of Equinix’s Annual Report on Form 10-K filed with the Securities and Exchange Commission on Feb. 19, 2021.
2020 EXECUTIVE COMPENSATION MIX(1)
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(1)
Reflects the market value of the RSU awards on the grant date of Feb. 26, 2020, excluding Special Service-Based Awards as described later in “Compensation Discussion and Analysis.” Assumes the target award is earned under the 2020 annual incentive plan and the target number of shares is earned under the performance-based RSU awards.
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Equinix 2021 PROXY STATEMENT • PROXY SUMMARY
4
 

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GOVERNANCE
Proposal 1—Election of directors
All directors will be elected at the Annual Meeting to serve for a term expiring at the next annual meeting of stockholders and until his or her successor is elected, or until the director’s death, resignation or removal. If you sign your proxy card but do not give instructions with respect to the voting of directors, your shares will be voted for the nine persons recommended by the Board. If you wish to give specific instructions with respect to the voting of directors, you must do so with respect to the individual nominee. If any nominee becomes unavailable for election because of an unexpected occurrence, your shares will be voted for the election of a substitute nominee proposed by the Board. Each of our director nominees currently serves on the Board and was elected to a one-year term at the 2020 annual stockholders’ meeting. William Luby is not standing for re-election. Each person nominated for election has agreed to serve if elected, and our Board has no reason to believe that any nominee will be unable to serve.
The nine directors who are being nominated for election by the holders of common stock to the Board; their ages as of Apr. 1, 2021; their positions and offices held with Equinix; and certain biographical information, including directorships held with other public companies during the past five years, are set forth below. In addition, we have provided information concerning the particular experience, qualifications, attributes and/or skills that led the Nominating Committee and the Board to determine that each nominee should serve as a director of Equinix.
The Board recommends that you vote “FOR” the election of each of the following nominees.
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Equinix 2021 PROXY STATEMENT • GOVERNANCE
5
 

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THOMAS BARTLETT
INDEPENDENT DIRECTOR SINCE: Apr. 2013
COMMITTEES:
   Audit   [MISSING IMAGE: ic_audit-k.jpg]
   Finance   [MISSING IMAGE: ic_fincommittee-pms.jpg]
AGE: 62
CURRENT ROLE

President and chief executive officer,
American Tower Corporation
PRIOR BUSINESS EXPERIENCE

Executive vice president and chief
financial officer, American Tower Corporation (2009−2020)

Treasurer, American Tower Corporation (July 2017−Nov. 2018, 2012−2013)

Various operations and business development roles with predecessor companies and affiliates, including most recently senior vice president and corporate controller, Verizon Communications (1983−2009)

Began career at Deloitte, Haskins & Sells
CURRENT PUBLIC COMPANY BOARDS (in addition to Equinix)

American Tower Corporation
SKILLS & EXPERTISE

Executive leadership skills gained at major public companies, most recently as CEO of American Tower Corporation

Experience in the field of digital infrastructure services through roles at American Tower Corporation and Verizon

Experience with converting to, and operating as, a REIT at American Tower Corporation

Global, M&A, capital markets, finance & accounting and risk management experience as an operating executive at major public companies

Public company board experience across multiple boards
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NANCI CALDWELL
Independent Director since: Dec. 2015
COMMITTEE:
   Governance  [MISSING IMAGE: ic_fincommittee-pms.jpg]
AGE: 63
CURRENT ROLE

Corporate director (since 2005)
PRIOR BUSINESS EXPERIENCE

Executive vice president and chief marketing officer, PeopleSoft (2001−2004)

Various senior and executive sales and marketing roles in Canada and the U.S., Hewlett-Packard (1982−2001)
CURRENT PUBLIC COMPANY BOARDS
(in addition to Equinix)

CIBC

Citrix Systems

Procore Technologies, Inc.
PAST PUBLIC COMPANY BOARDS

Talend

Tibco Software

Deltek

Donnelley Financial Solutions
SKILLS & EXPERTISE

Executive leadership skills gained as an operating executive at major public companies

Deep “go-to-market” experience gained over decades of senior and executive enterprise sales and marketing roles at Hewlett-Packard and PeopleSoft, bringing insight to our strategy as we continue to target the enterprise customer and leverage our channel partner program

Global experience as an executive at multinational corporations

Experience with public company M&A

Risk management experience from prior operating roles as well as oversight expertise from experience gained across multiple boards and governance committees

Significant public company board experience across numerous boards
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Equinix 2021 PROXY STATEMENT • GOVERNANCE
6
 

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ADAIRE FOX-MARTIN
INDEPENDENT DIRECTOR SINCE: Jan. 2020
COMMITTEE:
   Nominating
AGE: 56
CURRENT ROLE

Corporate director (since 2020)
PRIOR BUSINESS EXPERIENCE

Various roles, SAP (2008−Jan. 2021), including executive board member, global customer operations, president, chief operating officer, SVP industry business solutions, and vice president public sector

Various management roles, Oracle Corporation (1989−2007), the most recent being vice president government education and healthcare
PAST PUBLIC COMPANY BOARDS

SAP SE
SKILLS & EXPERTISE

Executive leadership skills gained as an operating executive at major public companies

Extensive experience in the information technology sector bringing relevant technology expertise to the Board as we evolve our platform

Global experience as an executive at multinational corporations, and experience and perspective gained from living and working in both the Asia-Pacific and EMEA regions

“Go-to-market” experience in serving the enterprise customer, a key segment of our current strategy, as an experienced sales leader

Advocacy of social entrepreneurship and workplace inclusivity and fulfilment as founder of SAP One Billion Lives Ventures, relevant to our own ESG initiatives
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GARY HROMADKO
Independent Director since: June 2003
COMMITTEES:
   Audit
   Finance
   Nominating
   Real Estate  [MISSING IMAGE: ic_fincommittee-pms.jpg]
AGE: 68
CURRENT ROLE

Private investor
PRIOR BUSINESS EXPERIENCE

Venture partner, Crosslink Capital, a venture capital firm (2002−2017)
PAST PUBLIC COMPANY BOARDS

Carbonite
SKILLS & EXPERTISE

Experience in the field of digital infrastructure services

Deep understanding of current technologies and trends, and implications for our strategic plans and positioning, through experience as an investor in the networking, cloud and infrastructure service sectors

Extensive capital markets and corporate finance experience, providing valuable insight to fundraising activities and to decisions regarding investments and allocation of capital

Public company board experience across numerous boards and valuable institutional knowledge and perspective gained from long tenure on the Equinix Board
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Equinix 2021 PROXY STATEMENT • GOVERNANCE
7
 

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IRVING LYONS
INDEPENDENT DIRECTOR SINCE: Feb. 2007
COMMITTEES:
   Compensation  [MISSING IMAGE: ic_fincommittee-pms.jpg]
   Finance
   Real Estate
   Stock Award
AGE: 71
CURRENT ROLE

Principal, Lyons Asset Management, a California-based private investment firm (since 2005)
PRIOR BUSINESS EXPERIENCE

Chief investment officer, Prologis, a global provider of distribution facilities and services (1997−2004)
CURRENT PUBLIC COMPANY BOARDS (IN ADDITION TO EQUINIX)

ESSEX Property Trust

Prologis
SKILLS & EXPERTISE

Executive leadership skills gained as an operating executive at multiple companies, including Prologis

Global experience as an executive at a multinational corporation

Extensive capital markets experience

Extensive experience with REITs and real estate development, including as a chief investment officer at a REIT, which provides valuable insight to discussions of Equinix’s continued expansion and management of its growing real estate portfolio

Experience with public company M&A

Public company board experience across numerous boards and valuable institutional knowledge and perspective gained from long tenure on the Equinix Board
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CHARLES MEYERS
CHIEF EXECUTIVE OFFICER AND PRESIDENT, EQUINIX SINCE: Sept. 2018
COMMITTEE:
   Stock Award
AGE: 55
CURRENT ROLE

Chief executive officer and president, Equinix (since 2018)
PRIOR BUSINESS EXPERIENCE

President, strategy, services and innovation, Equinix (2017−Sept. 2018)

Chief operating officer, Equinix (2013−2017)

President, Equinix Americas (2010−2013)

Various positions, including group president of messaging and mobile media, and product group executive for the security and communications portfolio, VeriSign, an internet security company now part of Symantec (2006−2010)
SKILLS & EXPERTISE

Executive leadership skills gained as Equinix’s current CEO, and through various prior leadership roles at Equinix and other technology companies

Deep experience in the field of digital infrastructure services as well as in the technology and trends shaping Equinix’s current and future strategy

Global experience as an executive at multinational corporations

“Go-to-market” experience as an experienced sales leader

Experience with public company M&A, including multiple transactions while at Equinix

As Equinix’s CEO, responsible for setting and driving all aspects of ESG strategy, including award-winning sustainability initiatives and prioritization of DIB as a strategic priority; member of CEO Action for Diversity & Inclusion
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Equinix 2021 PROXY STATEMENT • GOVERNANCE
8
 

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CHRISTOPHER PAISLEY
INDEPENDENT DIRECTOR SINCE: July 2007 (and lead independent director since Feb. 2012)
COMMITTEES:
   Audit  [MISSING IMAGE: ic_fincommittee-pms.jpg][MISSING IMAGE: ic_audit-k.jpg]
   Finance
   Governance
   Real Estate
AGE: 68
CURRENT ROLE

Dean’s executive professor of accounting, Leavey School of Business at Santa Clara University (since 2001)
PRIOR BUSINESS EXPERIENCE

Senior vice president of finance and chief financial officer, 3Com (1985−2000)
CURRENT PUBLIC COMPANY BOARDS
(in addition to Equinix)

Ambarella

Fastly

Fortinet
PAST PUBLIC COMPANY BOARDS

Fitbit

YuMe
SKILLS & EXPERTISE

Executive leadership skills gained as an operating executive at multiple companies, including as CFO of 3Com

Global experience as an executive at a multinational corporation

Extensive capital markets experience

Extensive experience with public company M&A, including as an operating executive and as a board member

Extensive finance & accounting expertise as a former CFO, as a current professor of accounting, and as an audit committee chair for numerous boards

Risk management experience from prior operating roles as well as from experience across multiple boards

Public company board experience across numerous boards and valuable institutional knowledge and perspective gained from long tenure on the Equinix Board
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SANDRA RIVERA
INDEPENDENT DIRECTOR SINCE: Oct. 2019
COMMITTEE:
   Compensation
AGE: 56
CURRENT ROLE

Executive vice president and chief people officer, Intel Corporation (since 2019)
PRIOR BUSINESS EXPERIENCE

Various roles, Intel Corporation (2000−2019), including marketing director and more recently leader of the network platforms group

General manager of CTI division, Catalyst Telecom (1998−2000)

Co-founder and president, The CTI Authority (1996−1998)
SKILLS & EXPERTISE

Executive leadership skills gained as an operating executive at multiple companies, including Intel

Extensive experience in the technology sector, including network infrastructure, bringing relevant technology expertise to the Board as Equinix executes against our platform strategy

Global experience as an executive at a multinational corporation

Human Capital and ESG experience, most recently gained as Chief People Officer of Intel, bringing insight to the Compensation Committee’s oversight of compensation plans and programs, and to Equinix’s diversity, inclusion and belonging initiatives
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Equinix 2021 PROXY STATEMENT • GOVERNANCE
9
 

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PETER VAN CAMP
EXECUTIVE CHAIRMAN, EQUINIX SINCE: May 2000
COMMITTEE:
   Governance
AGE: 65
CURRENT ROLE

Executive chairman, Equinix (since 2007)
PRIOR BUSINESS EXPERIENCE

Interim chief executive officer and president, Equinix (Jan. 2018−Sept. 2018)

Chief executive officer, Equinix (2000−2007)

President, Equinix (2006−2007)

President, UUNET, the internet division of MCI (formerly known as WorldCom) (1997−2000)
PAST PUBLIC COMPANY BOARDS

Silver Spring Networks
SKILLS & EXPERTISE

Executive leadership skills gained as Equinix’s CEO, and through various prior leadership roles

Deep experience in the field of digital infrastructure services

Global experience as an executive at multinational corporations

“Go-to-market” experience as an experienced sales leader

Experience with public company M&A, including 27 closed transactions at Equinix

Deep understanding of all aspects of ESG at Equinix

Public company board experience across numerous boards and valuable institutional knowledge and perspective gained from long tenure on the Equinix Board as Executive Chair, and as years served as Equinix’s CEO
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The Board recommends a vote FOR each nominee.
Board composition
DIRECTOR SKILLS AND EXPERIENCE
Equinix is a global digital infrastructure company. Digital leaders harness our trusted platform to bring together and interconnect the foundational infrastructure that powers their digital success. Our platform combines a global footprint of data centers, interconnection solutions, edge services, unique business and digital ecosystems, and expert consulting and support. We are investing in key strategic priorities to extend our competitive advantage, including investing in our people, evolving our platform and service portfolio, expanding our go-to-market engine, and simplifying and scaling our business. Our business, which has grown both organically and inorganically via strategic M&A, is capital intensive, and frequent access to the capital markets has been a key element
of our growth strategy. Sustainability has become increasingly important to our various stakeholders and a key focus area, along with other aspects of ESG. As the pace of change accelerates, we believe we are at the intersection of new technology trends fueling great market opportunity. We look to our Board to help us meet this moment.
In evaluating potential nominees for Board membership, the Board’s Nominating Committee considers qualification criteria such as independence, character, ability to exercise sound judgment, demonstrated leadership ability, and educational background and experience. The Nominating Committee also understands the importance and value of diversity on
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the Board. Both the Equinix, Inc. Board of Directors Guidelines on Significant Corporate Governance Issues (the “Corporate Governance Guidelines”) and the Nominating Committee Charter require the Nominating Committee to ensure qualified women and individuals from minority groups are included in the pool from which the Board nominees are chosen. Finally, the Nominating Committee also considers the skills and experience of potential Board members in order to meet the current and anticipated needs of the Board and of Equinix as a whole.
Listed below are the skills and experience that we currently consider most valuable for our Board:
1. Executive Leadership
Directors with operating experience at large-scale and complex businesses bring valuable perspective and insights to our Board, and offer guidance to Equinix’s leadership, as Equinix continues to expand in size and in reach and as we evolve our strategy.
2. Digital Infrastructure Services
Equinix is a global digital infrastructure company. Board members experienced in this area bring the knowledge needed to understand our core offerings, along with our market opportunity, and provide input on our strategic vision in a developing and changing area.
3. Relevant Technology Depth and Customer Perspective
As we innovate and evolve our existing products and develop new products and services for our platform, having relevant technology experience and an understanding of technologies impacting modern IT architectures on the Board provides valuable insight to management as Equinix executes against its platform strategy. In addition, as Equinix strives to “put the customer at the center of everything we do,” it is valuable for our Board to recognize and appreciate the evolving needs of Equinix customers. Board members who are experienced practitioners in Digital Transformation and/or have acted as trusted advisors to customers on this journey, including relevant experience in cybersecurity and information security, bring additional valuable knowledge to the Board.
4. Cloud/Software Domain Expertise
Our business model has evolved to pursue a platform strategy and take advantage of the rise in cloud computing and the changing needs of our customers as they transition to a cloud-first world. As Equinix seeks to benefit from these trends, related experience on the Board could inform our strategy. While not currently represented on the Board, this skill could be prioritized in a future search.
5. Global Experience/Perspective
Equinix is a global company, currently operating in 63 markets in 26 countries, and continuing to expand into new markets. The perspective that comes from living outside the U.S., or the on-the-ground operating experience one gains from running a global company, bring valuable business and cultural insights to the Board.
6. Human Capital
At Equinix, we recognize that attracting, developing and retaining talent at all levels is vital to continuing our success. We are striving to build a culture where every employee, every day, can say, “I’m Safe, I Belong and I Matter” and to develop our workforce to better reflect and represent the communities in which we operate, and our objective is to continue to make our culture a critical competitive advantage. Experience in managing people is a valuable asset on our Board.
7. Go to Market
Directors with deep “go-to-market” experience can provide expertise and guidance as we seek to grow revenues through our direct sales force and by leveraging our channel partner program. This oversight is also relevant to guide our brand building and marketing programs.
8. Capital Markets
Equinix’s capital needs for organic and inorganic expansion, alongside Equinix’s obligations as a dividend payer, lead Equinix to frequently access the debt and equity capital markets. This skill set on the Board provides valuable insight and perspective to these frequent financing transactions.
9. REITs/Real Estate Development
As Equinix has elected to be taxed as a REIT for U.S. federal income tax purposes, a Board member’s experience with operating within the REIT structure and maintaining REIT status brings valuable experience to inform the Board’s oversight in this area. In addition, Equinix is constantly evaluating opportunities to
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expand its extensive global real estate footprint and manage its portfolio. Experience in real estate development, expansion, acquisition and/or divestment, and in large-scale and long-term investments, offers valuable insight on our Board and provides key guidance to management.
10. M&A Experience
Equinix seeks opportunities for inorganic growth and has completed 27 acquisitions of complementary businesses since inception, including a number of cross-border transactions. A Board member with experience in M&A, including in evaluating proposed transactions and in post-acquisition integrations, provides valuable perspective and oversight as we seek to grow our business in existing and new markets.
11. ESG
ESG matters have taken on an increasing importance to our customers, employees, investors and other key constituencies. Equinix is committed to protecting, connecting and powering a more sustainable digital world and greening our customers’ supply chains, and we are committed to best-in-class ESG practices including transparent measurement and reporting. A Board member’s experience in any aspect of ESG is extremely valuable to inform the Board’s oversight in this area and provide guidance to management.
12. Finance & Accounting
Experience in public accounting and preparation of financial statements is important to allow for effective understanding and oversight of Equinix’s financial reporting and its relationship with its auditors. Finance acumen and experience also adds value to decisions regarding allocation of capital and investment strategies.
13. Risk Management
Experience in risk management, including in identifying, managing and mitigating enterprise risks, brings an important skill-set to the Board to assist it in carrying out its oversight of operational, strategic, financial and regulatory risks, and to advise on engagement in any of these areas.
14. Public Company Board
Experience on multiple public company boards, or at least four years on our Board, offers valuable insight into board dynamics and operations, the interplay between the board and the CEO and other senior leaders, the public company legal and regulatory landscape, effective oversight as a director, and Board best practices.
Below we have provided information in matrix form concerning the particular skills and experience which we consider our nominees bring to the Board. The directors’ biographies also reflect these skills from their experiences and qualifications.
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BOARD TENURE, DIVERSITY
AND REFRESHMENT
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Our Board values and appreciates both the new ideas, perspectives and skills that newer directors bring to the Board, and the knowledge and experience gained over multiple years with Equinix that is brought to our Board by our longer tenured directors. The Board believes that a mix of tenures provides optimum oversight.
The Board also understands the importance and value of diversity on the Board. Both the Corporate Governance Guidelines and the Nominating Committee Charter require the Nominating Committee to ensure qualified women and individuals from minority groups are included in the pool from which the Board nominees are chosen.
Adding diversity to our Board has been a key priority in recent years, and three of the past four directors added to the Board have been women. In Jan. 2021, each member of the Board completed a self-identification survey with respect to diversity. If each director nominee is elected to the Board, our Board will include three women and one representative of a minority group.
In addition, the Nominating Committee and the Board seek new Board members with experience relevant to our industry and current strategy. For example, in 2007, the addition of Mr. Lyons to our Board was the
result of a specific search designed to add experience in real estate to our Board as we embarked on a period of major expansion; in 2013, the addition of Mr. Bartlett was designed to add further REIT experience to our Board in advance of our REIT conversion; and in 2015, the addition of Ms. Caldwell was designed to add further experience in enterprise technology to our Board as we continue to pursue the enterprise customer. In 2019 and 2020, the additions of Ms. Rivera and Ms. Fox-Martin, respectively, were designed to add technology experience to the Board as Equinix continues to add new services and virtual capabilities to its platform. The skill matrix is a tool for the Nominating Committee to identify potential skill gaps and prioritize skill sets to consider adding to the Board. For future Board searches, skills that come from the perspective of a customer, expertise in the cloud/software domain, experience in environmental sustainability and/or global experience are all currently considered to be priority additions.
While our Corporate Governance Guidelines do not limit the number of terms for which an individual may serve as a director, they do provide for, as an alternative to a term limit, a mandatory retirement age of 75.
Our Board will continue to consider new Board members in light of all the factors above.
BOARD SIZE
Equinix’s Board currently consists of 10 directors. However, Mr. Luby has decided not to stand for reelection to the Board. Equinix’s bylaws provide that the number of directors will be determined by the Board, and the number of directors is currently set at 11.
Thus, there will be two vacant seats on Equinix’s Board following the Annual Meeting. Equinix does not intend to fill the vacant seats at the Annual Meeting, and proxies cannot be voted for a greater number of nominees than are named.
MAJORITY VOTE STANDARD
Our bylaws provide that a director nominee must receive a majority of the votes cast with respect to such nominee in uncontested director elections (i.e., the number of shares voted “for” a director nominee must exceed the number of shares voted “against” such
nominee). If an incumbent director nominee fails to receive a majority of the votes cast in an uncontested election, the director shall immediately tender his or her resignation to the Board. The Governance Committee of the Board, or such other committee designated by
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the Board, shall make a recommendation to the Board as to whether to accept or reject the resignation of such incumbent director, or whether other action should be taken. The Board shall act on the resignation, taking into account the committee’s recommendation, and publicly disclose its decision regarding the
resignation within 90 days following certification of the election results. If the Board accepts a director’s resignation, or if a nominee for director is not elected and the nominee is not an incumbent director, the remaining members of the Board may fill the resulting vacancy or may decrease the size of the Board.
DIRECTOR INDEPENDENCE
Eight of the Board’s 10 current members are independent as such term is defined under the rules of the Securities and Exchange Commission and the listing standards of The NASDAQ Stock Market (“NASDAQ”). The Board has determined that all the
Equinix director nominees are independent under such standards, except for Mr. Meyers, Equinix’s chief executive officer and president, and Mr. Van Camp, Equinix’s executive chairman.
NOMINATION OF DIRECTORS
The Nominating Committee of the Board operates pursuant to a written charter and has the exclusive right to recommend candidates for election as directors to the Board. In addition to the specific skills and experience identified above as valuable for our Board candidates and incumbent nominees, the Nominating Committee believes that candidates for director should have certain minimum qualifications, including being able to read and understand basic financial statements, having high moral character, having business experience, and being over 21 years of age. The Nominating Committee’s process for identifying and evaluating nominees is as follows. In the case of incumbent directors whose annual terms of office are set to expire, the Nominating Committee reviews such directors’ overall service to Equinix during their term, including the number of meetings attended, level of participation, quality of performance, and any transactions of such directors with Equinix during their term. In the case of new director candidates, the Nominating Committee first determines whether the nominee must be independent for NASDAQ purposes, which determination is based upon the Corporate Governance Guidelines, the rules and regulations of the Securities and Exchange Commission, the rules of NASDAQ, and the advice of counsel, if necessary. The Nominating Committee may then use its network of contacts to compile a list of potential candidates, but may also engage, if it deems appropriate, a professional search firm. The Nominating Committee will then meet to discuss and consider such candidates’ qualifications and choose candidate(s) for recommendation to the Board.
The Nominating Committee will consider candidates recommended by stockholders. Stockholders wishing to recommend candidates for consideration by the Nominating Committee may do so in writing to the corporate secretary of Equinix and by providing the candidate’s name, biographical data and qualifications. The Nominating Committee does not intend to alter the manner in which it evaluates candidates, including the minimum criteria set forth above, based on whether the candidate was recommended by a stockholder.
Our bylaws provide for proxy access for director nominations by stockholders (the “Proxy Access Bylaw”). Under the Proxy Access Bylaw, any eligible stockholder, or eligible group of up to 20 stockholders, owning 3% or more of Equinix’s outstanding common shares continuously for at least three years, may nominate and include in Equinix’s annual meeting proxy materials for director nominees, up to a total number not to exceed the greater of 20% of the directors then serving on the Board or two directors, provided that the eligible stockholder or eligible group of stockholders and the director nominee(s) satisfy the requirements in the Proxy Access Bylaw. A more detailed description of the functions of the Nominating Committee can be found in the Nominating Committee Charter, published on the corporate governance section of Equinix’s website at Equinix.com.
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Board operations
BOARD LEADERSHIP STRUCTURE
From 2000 to 2007, Mr. Van Camp served as both our chief executive officer and as chairman of the Board. In Apr. 2007, Mr. Van Camp stepped down as Equinix’s chief executive officer but retained the chairmanship of the Board as executive chairman. In Jan. 2018, Mr. Van Camp was appointed our interim chief executive officer and president. In Sept. 2018, Mr. Meyers was unanimously elected chief executive officer and president by the Board, and Mr. Van Camp resigned from these interim roles. Mr. Van Camp continues to serve as our executive chairman. Our chief executive officer is responsible for the day-to-day leadership of Equinix and its performance, and for setting the strategic direction of Equinix. Mr. Van Camp, with his depth of experience and history with Equinix dating back to 2000, provides support and guidance to management and to Mr. Meyers as executive chairman. He also provides leadership to the Board and works with the Board to define its structure and activities needed to fulfill its responsibilities, facilitates communication among directors and between directors and senior management, provides input to the agenda for Board meetings, works to provide an appropriate information flow to the Board, and presides over meetings of the full Board. Thus, while our chief executive officer is positioned as the leader of Equinix and is free to focus on day-to-day challenges, our Board also has a strong leader with deep knowledge of Equinix in Mr. Van Camp. We believe this structure is best for both Equinix and our stockholders.
In Feb. 2012, Mr. Paisley was designated by the Board as its lead independent director. In this role,
Mr. Paisley’s duties may include presiding at all meetings of the Board at which the executive chairman is not present; calling and chairing all sessions of the independent directors; preparing the agenda and approving materials for meetings of the independent directors; briefing management directors about the results of deliberations among independent directors; consulting with the executive chairman regarding agendas, pre-read materials and proposed meeting calendars and schedules; collaborating with the executive chairman and acting as liaison between the executive chairman and the independent directors; and serving as the Board’s liaison for consultation and communication with stockholders as appropriate, including on request of major stockholders. In addition, the number of independent directors on our Board and our committee structure provide additional independent oversight of Equinix. For example, the Audit, Compensation, Finance and Nominating Committees of the Board, and the Real Estate Committee of the Board, where decisions regarding our expansion and capital deployment are vetted, consist entirely of independent directors. Our independent directors regularly hold private sessions and have direct access to management. A self-assessment of the Board is also conducted annually, at which time each member is free to evaluate and comment as to whether they feel this leadership structure continues to be appropriate.
DIRECTOR ATTENDANCE
During the fiscal year ended Dec. 31, 2020, the Board held 10 meetings. For the fiscal year, each of the incumbent directors attended or participated in at least 82% and on average 95% of the aggregate of (i) the total number of meetings of the Board and (ii) the total
number of meetings held by all committees of the Board on which each such director served. In the event any director missed a meeting, that individual would separately discuss material items with Mr. Van Camp or Mr. Meyers.
BOARD COMMITTEES
The Board currently has seven standing committees: the Audit Committee, the Compensation Committee, the Finance Committee, the Governance Committee, the Nominating Committee, the Real Estate Committee and the Stock Award Committee, in addition to special committees that may be formed from time to time.
The Board has approved certain changes to its committee structure effective upon the Annual Meeting to address the changing needs of the Board and of Equinix. First, the Compensation Committee will be renamed the “Talent, Culture and Compensation Committee” and will operate under an expanded charter. Second, the Nominating and Governance Committees will be combined into a single “Nominating and Governance Committee” consisting entirely of independent directors. These changes are discussed in further detail below.
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The following table provides membership information for the incumbent directors for fiscal 2020 for such standing committees of the Board:
Committees
Director
Independent
Audit
Compensation
Finance
Governance
Nominating
Real
Estate
Stock
Award
Thomas Bartlett
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Nanci Caldwell
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Adaire Fox-Martin
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      (1)
Gary Hromadko
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       (2)
William Luby(3)
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       (4)
Irving Lyons III
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Charles Meyers
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Christopher Paisley
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Sandra Rivera
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Peter Van Camp
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Meetings in 2020
Board: 10
9
4
7
5
1
12
0
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Chairperson
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Committee Member
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Executive Chairman
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Lead Independent Director
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Audit Committee
Financial Expert
(1)
Ms. Fox-Martin joined the Nominating Committee in Jan. 2020.
(2)
Mr. Hromadko became chairperson of the Real Estate Committee in Apr. 2020.
(3)
Mr. Luby has decided he will not stand for reelection to the Board at the 2021 Annual Meeting.
(4)
Mr. Luby became chairperson of the Nominating Committee in June 2020.
A detailed description of the Audit Committee can be found in the section entitled, “Report of the Audit Committee of the Board of Directors,” elsewhere in this proxy statement. The members of the Audit Committee in 2020 were Mr. Bartlett, Mr. Hromadko and Mr. Paisley. Mr. Paisley is chairperson of the Audit Committee, and both Mr. Bartlett and Mr. Paisley are considered financial experts. During the fiscal year ended Dec. 31, 2020, the Audit Committee held nine meetings.
The Compensation Committee oversees, reviews and administers all of Equinix’s compensation, equity and employee benefit plans and programs relating to executive officers, including the named executive officers; approves the global guidelines for the compensation program for Equinix’s non-executive employees; and approves Equinix’s projected global equity usage. The Compensation Committee also acts periodically to evaluate the effectiveness of the compensation programs at Equinix and considers recommendations from its consultant, Compensia, Inc. (“Compensia”), and from management regarding new compensation programs and changes to those already in existence. In addition, the Compensation Committee
is consulted to approve the compensation package of a newly hired executive or of an executive whose scope of responsibility has changed significantly. A more detailed description of the functions of the Compensation Committee can be found in the Compensation Committee Charter, published on the corporate governance section of Equinix’s website at Equinix.com and in the “Compensation Discussion and Analysis” section below. The members of the Compensation Committee are Mr. Luby, Mr. Lyons and Ms. Rivera. Mr. Lyons is chairperson of the Compensation Committee. During the fiscal year ended Dec. 31, 2020, the Compensation Committee held four meetings.
After the Annual Meeting, the Compensation Committee will be renamed the “Talent, Culture and Compensation Committee,” operating under an expanded charter that will be published on the corporate governance section of Equinix’s website. Its expanded scope will include oversight of human capital management at Equinix, including its strategies to attract, develop and retain talent at all levels, cultivate an engaged employee base, make its culture a competitive advantage, and promote workforce
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diversity, inclusion and belonging. Oversight of succession planning for the CEO and other senior leaders will also sit with this committee. Ms. Caldwell will join Mr. Lyons and Ms. Rivera on the Talent, Culture and Compensation Committee, and Mr. Lyons will continue to be its chairperson.
The Finance Committee was established to assist the Board in fulfilling its responsibilities across the principal areas of corporate finance for Equinix. The Finance Committee provides oversight and assistance to management in considering such matters as Equinix’s balance sheet, capital planning, cash flow, financing needs, use of hedges and Equinix’s credit ratings agency strategy and discussions with such agencies. The Board has also delegated to the Finance Committee oversight of specific financing transactions. A more detailed description of the functions of the Finance Committee can be found in the Finance Committee Charter, published on the corporate governance section of Equinix’s website at Equinix.com. The members of the Finance Committee are Mr. Bartlett, Mr. Hromadko, Mr. Lyons and Mr. Paisley. Mr. Bartlett is chairperson of the Finance Committee. During the fiscal year ended Dec. 31, 2020, the Finance Committee held seven meetings.
The Governance Committee was established to (i) oversee the evaluation of the Board; (ii) review and consider developments in corporate governance practices and to recommend to the Board a set of effective corporate governance policies and procedures applicable to Equinix; and (iii) review and consider developments related to the Equinix Governance Risk and Compliance (“GRC”) Program and to report out to the Board on GRC Program activities and recommendations. Our Governance Committee is also currently responsible for oversight of ESG efforts at Equinix. A more detailed description on the functions of the Governance Committee can be found in the Governance Committee Charter, published in the corporate governance section of Equinix’s website at Equinix.com. The members of the Governance Committee are Ms. Caldwell, Mr. Paisley and Mr. Van Camp. Ms. Caldwell is chairperson of the Governance Committee. During the fiscal year ended Dec. 31, 2020, the Governance Committee held five meetings.
The Nominating Committee’s functions are described above in the section entitled “Nomination of Directors.” The members of the Nominating Committee are Ms. Fox-Martin (since Jan. 2020), Mr. Hromadko and Mr. Luby. Mr. Luby became chairperson in June of 2020 but is not standing for reelection. During the fiscal year ended Dec. 31, 2020, the Nominating Committee held one meeting.
After the Annual Meeting, the Nominating and the Governance Committees shall be combined into the “Nominating and Governance Committee,” and its combined charter will be published on the corporate governance section of Equinix’s website. The members of the combined committee will be Ms. Caldwell, Ms. Fox-Martin and Mr. Paisley. Ms. Caldwell will be chairperson.
The Real Estate Committee approves capital expenditures in connection with real estate development, expansion or acquisition within parameters set by the full Board. All decisions are made considering a projected 10-year internal rate of return and within the context of a multi-year capital expenditure development pipeline and cash flow analysis provided by management to the Real Estate Committee. In approving real estate capital expenditures, the Real Estate Committee also considers an overview of the project and the market, including the competition, strategy, current capacity and sales pipeline. In addition, the Real Estate Committee has the authority to analyze, negotiate and approve the purchase, sale, lease or sublease of real property, approve guarantees related to real property transactions and, subject to any limitations or terms imposed by the full Board, if any, analyze, negotiate and approve real estate-related financing transactions. The members of the Real Estate Committee are Mr. Hromadko, Mr. Lyons and Mr. Paisley. Mr. Hromadko is chairperson of the Real Estate Committee. During the fiscal year ended Dec. 31, 2020, the Real Estate Committee held 12 meetings.
The Stock Award Committee has the authority to approve the grant of stock awards to non-Section 16 officer employees and other individuals. The members of the Stock Award Committee are Mr. Lyons and Mr. Meyers. The Stock Award Committee typically does not hold meetings but acts by written consent.
BOARD RISK OVERSIGHT
Our Board’s oversight of risk management is designed to support the achievement of organizational objectives, including strategic objectives, to improve Equinix’s long-term organizational performance and to enhance stockholder value. The involvement of the full Board in setting Equinix’s business strategy is a key
part of its assessment of what risks Equinix faces, what steps management is taking to manage those risks, and what constitutes an appropriate level of risk for Equinix. Our senior management attends the quarterly Board meetings, presents to the Board on strategic and other matters, and is available to address
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any questions or concerns raised about risk management-related issues, or any other matters. Board members also have ongoing and direct access to senior management between regularly scheduled board meetings for any information requests or issues they would like to discuss. In addition, in Sept. 2020, the Board held a strategy meeting with senior management to discuss strategies, key challenges, and risks and opportunities for Equinix. The Board typically holds a meeting focused solely on strategy annually, to set the stage for the planning and development of Equinix’s operating plan for the coming year.
Equinix has completed a global risk assessment to identify key strategic, operational, financial and regulatory compliance risks and will continue to evaluate such risks. These risks have been communicated to and assessed by Equinix’s executive management, the Governance Committee and the full Board. The Board received an enterprise risk briefing in Sept. 2020 in connection with its strategy meeting and is scheduled to receive its next enterprise risk briefing in Sept. 2021. Additionally, in 2020, the full Board received a briefing on cybersecurity generally and regular updates in connection with the cybersecurity breach we experienced in Sept. 2020. Briefings on cybersecurity, as well as other enterprise risks, will also be provided in 2021.
Equinix’s business continuity plans and crisis management team were activated early in 2020 in response to the COVID-19 pandemic. The Board received regular updates on the impact of the COVID-19 pandemic on various aspects of our business at Board and committee meetings throughout the year.
While the Board has the ultimate oversight responsibility for the risk management process, various committees of the Board also have responsibility for risk management. In particular, the Governance Committee oversees Equinix’s GRC Program, formally launched in 2013. In connection with this oversight, the Governance Committee receives quarterly updates on key issues, such as enterprise risk management, business continuity and disaster recovery planning,
cybersecurity, and regulatory compliance. The Governance Committee also oversees our public policy activities and our ESG initiatives. The Governance Committee evaluates the effectiveness of risk mitigation capabilities identified in these areas and monitors for emerging risks. Equinix’s chief compliance officer, as leader of the GRC Program, reports on the program to the Governance Committee.
In addition, the Audit Committee’s charter mandates that it discuss guidelines and policies governing the process by which management and other persons responsible for risk management assess and manage Equinix’s exposure to risk, including Equinix’s major financial risk exposures and the steps management has taken to monitor and control such exposures, based on consultation with management and the independent auditors. The Audit Committee also receives an annual assessment of the adequacy of the controls over financial reporting, including an assessment of the risks associated with the controls over the financial reporting process.
In setting compensation, the Compensation Committee strives to manage risks arising from our compensation policies and programs by setting compensation at levels that maximize stockholder long-term value without encouraging excessive risk-taking. For more information, please read “Compensation policies and practices risk assessment.”
The Finance Committee manages risk by overseeing our capital management and capital structure. Additionally, the Finance Committee manages risk by oversight of our currency, interest rate and counterparty exposure.
Finally, the Real Estate Committee manages risk by evaluating real estate expansion opportunities and the deployment of capital within the context of Equinix’s overall business and financial strategy and financial picture.
The Board believes that the risk management processes in place for Equinix are appropriate.
BOARD ONBOARDING PROGRAM
Equinix has an onboarding program, overseen by the Governance Committee, to introduce new Board members to Equinix and the Board. The program
includes orientation sessions on the Board’s structure and processes, Equinix’s compliance environment, and the business.
INVESTOR ENGAGEMENT
Equinix pursues engagement with stockholders throughout the year to best understand and address the issues that matter to our stockholders. Due to the
COVID-19 pandemic restricting in-person meetings and travel, conferences were generally converted from in-person to virtual events during 2020. Equinix’s
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investor relations team met with numerous investors around the world by attending or hosting over 30 investor conferences, non-deal roadshows and investor group events.
Certain investors also requested engagement meetings to discuss topics related to our corporate governance model, ESG issues or our executive compensation program. Additionally, Equinix’s investor relations team proactively reached out for meetings with our 25 largest stockholders in the fall of 2020 to discuss these topics and solicit feedback. All meetings that resulted
were attended by Mr. Van Camp and, in one case, Mr. Paisley, and feedback is shared with additional Board members as appropriate to be considered in go-forward planning. We plan to conduct a similar outreach in 2021.
For information about how to contact our Board, please see the section below entitled “Stockholder communications with the Board of Directors.”
Other governance policies and practices
CORPORATE GOVERNANCE GUIDELINES
The Board follows its Corporate Governance Guidelines published on the corporate governance section of Equinix’s website at Equinix.com. The Corporate Governance Guidelines reflect the Board’s dedication to monitoring the effectiveness of policy and decision-making at the Board level. In conjunction with the Governance Committee, the Board will continue to monitor the effectiveness of the Corporate Governance Guidelines.
CODE OF ETHICS AND BUSINESS CONDUCT
The Board has adopted (1) a Code of Business Conduct which applies to all directors, officers and employees and (2) an additional Code of Ethics for Chief Executive Officer and Senior Financial Officers. These documents can be found on the corporate governance section of Equinix’s website at Equinix.com. In addition, an anonymous reporting hotline and website have been established to facilitate reporting of violations of financial and non-financial policies. Should the Board ever choose to amend or waive a provision of the Code of Ethics for Chief Executive Officer and Senior Financial Officers, we may disclose such amendment or waiver on the corporate governance section of Equinix’s website at Equinix.com.
STOCK OWNERSHIP GUIDELINES
In its Corporate Governance Guidelines, the Board has established a stock ownership requirement for Equinix’s non-employee directors to encourage them to have a significant financial stake in Equinix. The Corporate Governance Guidelines state that each non-employee director should own not less than six times their cash annual retainer for general service on the Board in shares of Equinix’s common stock,
including exercised stock options, vested restricted stock units (“RSUs”) and deferred RSUs. New non-employee directors have five years from the date of their election to the Board to comply. Compliance with this requirement is measured annually at the end of each fiscal year. All directors subject to the Corporate Governance Guidelines were in compliance as of Dec. 31, 2020.
Stock ownership guidelines for our chief executive officer and his direct reports have also been established and require that these executives achieve target ownership levels, expressed as a multiple of salary. The target ownership level for our chief executive officer is three times his annual salary; for all others, the target ownership level is one time their annual salary. Newly hired or promoted executives have up to five years to obtain compliance. Compliance with this requirement is measured annually at the end of each fiscal year. All executives subject to the guidelines were in compliance as of Dec. 31, 2020.
POLICY PROHIBITING HEDGING
Equinix’s Securities Trading Policy prohibits our Board members, officers, employees and consultants from engaging in certain transactions related to Equinix’s common stock, such as transactions involving options on Equinix’s securities, such as puts, calls and other derivative securities, whether on an exchange or in any other market. It also prohibits engaging in hedging transactions, such as collars and forward sale contracts.
RECOUPMENT POLICY
Our recoupment of incentive compensation policy applies to our executive officers (as defined by applicable securities laws). The policy states that the Board may require the return, repayment or forfeiture of any cash or equity-based incentive compensation payment or award received by any current or former
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executive officer during the three completed fiscal years immediately preceding the date on which we are required to prepare a restatement of our financial statements due to material noncompliance with any financial reporting requirements under the securities laws and if certain other conditions are met.
STOCKHOLDER COMMUNICATIONS WITH THE BOARD OF DIRECTORS
Interested parties may contact the Board by sending correspondence to the attention of Equinix’s corporate
secretary, c/o Equinix, Inc., One Lagoon Drive, Redwood City, CA, 94065. Any mail received by the corporate secretary, except improper commercial solicitations, will be forwarded to the members of Equinix’s Audit Committee for further action, if necessary. Equinix does not have a policy requiring attendance by members of the Board at Equinix’s annual stockholder meetings. At Equinix’s 2020 Annual Meeting, Mr. Meyers, Mr. Paisley and Mr. Van Camp were in attendance and available for questions.
2020 Director compensation
Equinix uses a combination of cash and equity-based incentive compensation to attract and retain qualified candidates to serve on the Board.
In setting director compensation, Equinix considers the competitive compensation market for directors in the high technology market, the demands of the various roles that directors hold, and the time required to fulfill their duties to Equinix. Compensia conducts a detailed review of Equinix’s director compensation program every two years, with an abbreviated review in the off years, and presents its findings to the Compensation Committee. The most recent detailed review occurred in Dec. 2018 and covered the design of the current program as compared to peer practices, using the same peers used for executive compensation decisions, and the alignment of total compensation and individual
pay elements to this market. That review resulted in a number of changes to the 2019 director compensation. Compensia’s review with the Compensation Committee in Dec. 2019 did not result in any additional changes to director compensation for 2020.
In 2020, the Board and our stockholders approved the Equinix, Inc. 2020 Equity Incentive Plan (the “2020 Plan”). The 2020 Plan replaced Equinix’s prior plan, the 2000 Equity Incentive Plan. Under the 2020 Plan, non-employee director compensation is now capped at $750,000. The limit may only be increased by $200,000 if the Board deems necessary to compensate a non-employee director for service on special purpose committees or any other special service, in the Board’s discretion. These caps may not be increased without the approval of our stockholders.
Non-employee directors receive a retainer in connection with their service on the Board. For fiscal 2020, the annual retainer was $70,000. In addition, in lieu of regular meeting fees, committee chairs (if any) and members received the following annual retainers for fiscal 2020, payable quarterly in arrears:
Committee
Chairperson
Member
Audit $ 30,000 $ 15,000
Compensation $ 25,000 $ 12,500
Finance $ 12,500 $ 5,000
Governance $ 20,000 $ 10,000
Nominating $ 12,500 $ 5,000
Real Estate $ 25,000 $ 12,500
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Currently, non-employee directors only receive meeting fees for attendance at committee meetings in excess of a specified number of meetings in a calendar year. For 2020, the committee meeting fees and the threshold number of meetings that must be attended before any meeting fees are paid were:
Committee
Chairperson
Member
Threshold Number
of Meetings
Audit $ 5,000 $ 3,000 12
Compensation $ 5,000 $ 3,000 8
Finance $ 5,000 $ 3,000 6
Governance $ 5,000 $ 3,000 5
Nominating $ 5,000 $ 3,000 5
Real Estate $ 5,000 $ 3,000 8
Other $ 5,000 $ 3,000 6
The Board has also designated a lead independent director who earned a $30,000 annual retainer in 2020.
Non-employee directors receive automatic grants of RSUs. At our annual meeting of stockholders, each non-employee director who will continue to be a director after that meeting is automatically granted an award of RSUs. For fiscal 2020, the grant date fair value of these annual awards was $250,000. The automatic RSU awards become fully vested on the earlier of (i) the first anniversary of Equinix’s immediately preceding annual meeting of stockholders or (ii) in the case of a non-employee director not standing for reelection, the date of the first annual meeting of stockholders held subsequent to the date of grant. In addition, each non-employee director receives a prorated award of RSUs upon joining the Board with a grant date fair value of $250,000. The proration is based upon a fraction equal to (x) the number of days from the start date of the non-employee director until the first
anniversary of the date of Equinix’s immediately preceding annual meeting of stockholders divided by (y) 365. The number of shares subject to each RSU award is determined by dividing the specified dollar value of the award by the closing price of Equinix’s common stock on the date of grant. The RSUs granted to our directors will become fully vested if Equinix is subject to a change-in-control; in the event of the non-employee director’s death, the portion of the RSUs that would have become vested on the next scheduled vesting date will become fully vested. Directors accrue dividend equivalent units on their RSUs. We allow our non-employee directors to elect to defer settlement of their RSUs. Directors are also eligible to receive discretionary awards under the 2020 Plan. Our stock ownership guidelines and our cap on total compensation for non-employee directors are described above.
The following table sets forth all of the compensation awarded to, earned by or paid to each non-employee director who served during fiscal year 2020.
Name
Fees Earned
or Paid in
Cash(1)
($)
Stock
Awards(2)(3)(4)
($)
Total
($)
Thomas Bartlett 102,500 249,351 351,851
Nanci Caldwell 90,000 249,351 339,351
Adaire Fox-Martin 74,167 362,155 436,322
Gary Hromadko 139,076 249,351 388,427
Scott Kriens(5) 44,328 0 44,328
William Luby 91,465 249,351 340,816
Irving Lyons III 124,500 249,351 373,851
Christopher Paisley 172,500 249,351 421,851
Sandra Rivera 82,500 249,351 331,851
(1)
Amounts listed in this column include the annual retainers for Board and committee service. Board and committee retainers are prorated based on the number of days the director served during the year. The amount in this column for Mr. Paisley also includes a $30,000 retainer for service as lead independent director.
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(2)
Reflects RSUs covering 358 shares granted to each newly-elected non-employee director on the date of our annual stockholders’ meeting in June 2020. The amount for Ms. Fox-Martin also reflects 193 RSUs prorated from Jan. 2020.
(3)
Reflects the aggregate grant date fair value of the RSU awards granted to the director in 2020 computed in accordance with FASB ASC Topic 718. See Note 13 of the notes to our consolidated financial statements in our Annual Report on Form 10-K filed with the Securities and Exchange Commission on Feb. 19, 2021, for a discussion of the assumptions made by Equinix in determining the values of our equity awards.
(4)
As of Dec. 31, 2020, Mr. Bartlett, Ms. Caldwell, Ms. Fox-Martin, Mr. Hromadko, Mr. Luby, Mr. Lyons, Mr. Paisley and Ms. Rivera each held 358 unvested RSUs (including accrued dividend equivalent units).
(5)
Mr. Kriens did not stand for reelection at the 2020 Annual Meeting and therefore only received compensation from Jan. 2020 to June 2020.
Mr. Van Camp is our executive chairman, but not a named executive officer, and does not receive any additional compensation for services provided as a director. For the year ended Dec. 31, 2020, Mr. Van Camp earned $400,000 in salary and 75% of his salary in annual incentive compensation (paid in fully vested RSUs), and was granted 1,633 RSUs, with the same
service and performance vesting requirements as those granted to our named executive officers, for his service as Equinix’s executive chairman. Mr. Meyers, our chief executive officer and president, did not receive any additional compensation for services provided as a director.
Equinix stock ownership
The following table sets forth, as of Apr. 1, 2021, certain information with respect to shares beneficially owned by (i) each person who is known by Equinix to be the beneficial owner of more than 5% of Equinix’s outstanding shares of common stock, (ii) each of Equinix’s directors and nominees, (iii) each of the executive officers named in Executive Compensation and Related Information, and (iv) all current directors and executive officers (as defined by applicable securities laws) as a group. Beneficial ownership has been determined in accordance with Rule 13d3 under the Exchange Act. Under this rule, certain shares may be deemed to be beneficially owned by more than one person (if, for example, persons share the power to vote or the power to dispose of the shares). In addition, shares are deemed to be beneficially owned by a person if the person has the right to acquire shares (for example, upon exercise of an option or warrant) within 60 days of the date as of which the information is provided. In computing the percentage ownership of any person, the number of shares is deemed to include the amount of shares beneficially owned by such person (and only such person) by reason of such acquisition rights. As a result, the percentage of outstanding shares of any person as shown in the following table does not necessarily reflect the person’s actual voting power at any particular date. Unless otherwise indicated, the address for each listed stockholder is c/o Equinix, Inc., One Lagoon Drive, Redwood City, CA 94065.
Name of Beneficial Owner
Number of Shares
Percentage of Total
Sara Baack 13,767 *
Thomas Bartlett(1) 6,255 *
Nanci Caldwell(2) 2,097 *
Adaire Fox-Martin 135 *
Gary Hromadko 160,335 *
William Luby(3) 41,777 *
Irving Lyons III(4) 24,153 *
Charles Meyers 12,561 *
Brandi Galvin Morandi 18,136 *
Christopher Paisley(5) 18,625 *
Sandra Rivera 291 *
Karl Strohmeyer 11,703 *
Keith Taylor 22,183 *
Peter Van Camp 8,184 *
The Vanguard Group(6)
100 Vanguard Blvd, Malvern, PA 19355
11,234,959 12.54%
BlackRock Fund Advisors(7)
Park Avenue Plaza, 55 East 52nd Street, New York, NY 10055
6,829,117 7.62%
All current directors and executive officers as a group (15 persons)(8) 348,867 *
*
Less than 1%.
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(1)
Includes 513 vested shares pursuant to RSUs as to which Mr. Bartlett has deferred the settlement until a later date.
(2)
Includes 1,195 vested shares pursuant to RSUs as to which Ms. Caldwell has deferred the settlement until a later date.
(3)
Includes 3,350 vested shares pursuant to RSUs as to which Mr. Luby has deferred the settlement until a later date. Mr. Luby disclaims beneficial ownership of 5,358 shares held in the Luby Family Trust except to the extent of his pecuniary interest therein.
(4)
Includes 3,350 vested shares pursuant to RSUs as to which Mr. Lyons has deferred the settlement of until a later date.
(5)
Includes an aggregate of 845 shares held in trusts for Mr. Paisley’s children and a brother.
(6)
Based on a Schedule 13D filed with the Securities and Exchange Commission as of Dec. 31, 2020. Includes 10,837,906 shares that are owned directly, 0 shares with sole voting power and 10,837,906 shares with dispositive power by The Vanguard Group Inc., an investment advisor. The total amount beneficially owned by The Vanguard Group is 11,234,959 shares.
(7)
Based on a Schedule 13D filed with the Securities and Exchange Commission as of Dec. 31, 2020. Includes 6,829,117 shares that are owned directly, 5,849,875 shares with sole voting power and 6,829,117 shares with dispositive power by BlackRock Inc., an investment advisor. The total amount beneficially owned by BlackRock Fund Advisors is 6,829,117 shares.
(8)
Includes 8,408 vested shares pursuant to RSUs as to which settlement has been deferred until a later date.
Related-party transactions
APPROVAL OF RELATED-PARTY TRANSACTIONS
Per its written charter, Equinix’s Audit Committee is responsible for reviewing all related-party transactions in accordance with the rules of NASDAQ. Related parties include any of our directors or executive officers, our greater than 5% stockholders, and their immediate family members.
We review related-party transactions due to the potential for a conflict of interest. A conflict of interest occurs when an individual’s private interest interferes, or appears to interfere, with Equinix’s interests. To identify related-party transactions, each year we require our directors and executive officers to complete a questionnaire identifying any transactions with us in which the executive officer or director or their family members have an interest. We seek updates to this information from our directors and executive officers on a quarterly basis. We also ask our directors and executive officers to update their list of companies they
are affiliated with on a quarterly basis to help us identify related-party transactions.
Finally, our Code of Business Conduct establishes corporate standards of behavior for all our employees, officers and directors and sets our expectations of contractors and agents. Our Code of Business Conduct seeks to deter wrongdoing and to promote honest and ethical conduct and encourages the reporting of illegal or unethical behavior. Waivers of the Code of Business Conduct may be granted by Equinix’s chief executive officer, chief legal officer or chief compliance officer, provided that waivers for executive officers or directors may only be granted by the Board or by one of its committees.
The Audit Committee Charter and the Code of Business Conduct are available on the corporate governance section of Equinix’s website at Equinix.com.
RELATED-PARTY TRANSACTIONS FOR 2020
The Vanguard Group, Inc. was a holder of greater than 5% of our outstanding common stock during the 2020 fiscal year. In 2020, revenues from entities affiliated with The Vanguard Group, Inc. totaled approximately $3,559,000.
BlackRock Inc. was a holder of greater than 5% of our outstanding common stock during the 2020 fiscal year. In 2020, revenues from entities affiliated with BlackRock Inc. totaled approximately $1,814,000.
A son of our independent director, Mr. Paisley, is employed by Equinix. In 2020, Mr. Paisley’s son received total compensation of approximately $200,000, including salary, incentive plan compensation and RSU vesting income. This amount is consistent with the compensation and benefits provided to other employees with equivalent qualifications, experience and responsibilities.
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Sustainability
Future First: At Equinix We Dream, Then We Do
“Equinix is dedicated to powering, protecting and connecting the organizations and ecosystems that will shape this new era, and doing so in a sustainable and responsible way.”
Charles Meyers, President and Chief Executive Officer
Digital transformation is reshaping virtually every industry across the globe. But as this era of innovation accelerates, so does the demand for the resources that fuel our rapidly evolving digital world.
As a digital leader, we are harnessing the power of technology and interconnection to create a more sustainable future for all.
At Equinix, our commitment to sustainability is driven by measurement, transparency, governance and ethics. Ultimately, we believe in the future of possibility. One where the planet is healthy, our global communities thrive and every business leads with integrity. This vision of tomorrow comes first in all we do. The Environmental, Social and Governance (ESG) initiatives in our new Future First strategy focus on the material issues with the highest impact to our stakeholders and our business.
And as we power the world’s digital leaders, we are bringing together thousands of enterprises that will undoubtedly share our vision to minimize impact on the planet.
Initiatives
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Executive officers
The following are our executive officers (as defined by applicable securities laws), their ages as of Apr. 1, 2021, their positions and offices held with Equinix, and
certain biographical information. All serve at the discretion of the Board.
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Sara Baack
Chief Product Officer (since 2019)
Age 49
PRIOR BUSINESS EXPERIENCE

Chief marketing officer, Equinix (2012-2019)

Various management roles, most recently as senior vice president of voice services, Level 3 Communications, a communications services company (2000-2012)

Various positions, including vice president, principal transactions, PainWebber, Inc. (now UBS Financial Services) (1993-1998)
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Mike Campbell
Chief Sales Officer (since 2016)
Age 55
PRIOR BUSINESS EXPERIENCE

Senior vice president of sales, Equinix Americas (2015 -2016)

Various sales management positions, most recently as senior vice president of sales, Symantec (2010 -2015)

Vice president, sales, Verisign Americas, Verisign, prior to its merger into Symantec (2004 -2010)
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Brandi Galvin Morandi
Chief Legal and Human Resources Officer and Corporate Secretary (since 2019)
Age 48
PRIOR BUSINESS EXPERIENCE

Chief legal officer, general counsel and secretary, Equinix (2003-2019)

Corporate attorney, Gunderson Dettmer (1997-2003)
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Karl Strohmeyer
Chief Customer and Revenue Officer (since 2019)
Age 49
PRIOR BUSINESS EXPERIENCE


President, Equinix Americas (2013-2019)

Various roles, including group vice president, Level 3 North American enterprise group, Level 3 Communications, a communications services company (2001-2013)

Various executive positions, NetRail, an internet services company (1998-2001)
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Keith Taylor
Chief Financial Officer (since 2005)
Age 59
PRIOR BUSINESS EXPERIENCE

Various roles, including vice president, finance and chief accounting officer, Equinix (2001-2005)

Director of finance and administration, Equinix (1999-2001)

Vice president finance and interim chief financial officer, International Wireless Communications, an operator, owner and developer of wireless communications networks (1996-1999)
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COMPENSATION
Proposal 2—Advisory non-binding vote on executive compensation
The Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010 (the “Dodd-Frank Act”) contains a provision that is commonly known as “Say-on-Pay.” Say-on-Pay gives our stockholders an opportunity to vote on an advisory, non-binding basis to approve the 2020 compensation of our named executive officers as disclosed in this proxy statement. We are asking our stockholders to indicate their support for the compensation of our named executive officers as described in this proxy statement. This vote is not intended to address any specific item of compensation, but rather the overall compensation of our named executive officers and the executive compensation program and practices described in this proxy statement. Our executive compensation program is tied directly to the performance of the business to ensure strong growth and value creation for stockholders using metrics we believe best indicate the success of our business. Please read “Compensation Discussion and Analysis” and the executive compensation tables and narrative disclosure for a detailed explanation of our executive compensation program and practices.
Accordingly, we ask that you vote “FOR” the following resolution:
RESOLVED, that the stockholders of Equinix, Inc., hereby approve, on an advisory basis, the compensation of the named executive officers as disclosed pursuant to the compensation disclosure rules of the Securities and Exchange Commission in Item 402 of Regulation S-K, including the Compensation Discussion and Analysis, the compensation tables and any related material disclosed in this proxy statement for the annual meeting.”
This advisory vote on executive compensation is not binding on us. However, the Board and the Compensation Committee highly value the opinions of our stockholders. To the extent there is a significant vote against this proposal, we will seek to determine the reasons for our stockholders’ concerns, and the Compensation Committee will evaluate whether any actions are necessary to address those concerns when making future executive compensation decisions.
   
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The Board unanimously recommends a vote FOR proposal 2.
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Compensation roadmap
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I.
How did we perform and what are
our practices?
COMPENSATION DISCUSSION
AND ANALYSIS
27
27
28
31
33
37
38
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II.
How were our CEO and
NEOs compensated?
39
39
41
43
45
45
45
47
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III.
What are our policies
and compliance?
48
49
50
CEO to Median Employee Pay Ratio
50
Compensation discussion and analysis
INTRODUCTION
This Compensation Discussion and Analysis (“CD&A”) describes Equinix’s executive compensation policies and decisions for the individuals who served as our chief executive officer and chief financial officer during
2020, as well as the other individuals included in the 2020 Summary Compensation Table in this proxy statement, who are collectively referred to as the named executive officers.
Those individuals are:
Name
Position
Charles Meyers Chief Executive Officer and President
Keith Taylor Chief Financial Officer
Sara Baack Chief Product Officer
Brandi Galvin Morandi Chief Legal and Human Resources Officer and Corporate Secretary
Karl Strohmeyer Chief Customer and Revenue Officer
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EXECUTIVE SUMMARY
2020 Compensation Summary

Despite the challenges related to the COVID-19 pandemic, Equinix’s business continued to perform well, and we did not make any mid-year changes to our executive compensation program.

Based on the competitive market and our identified peer group, especially our peers in the technology industry, we increased base salaries for our named executive officers by 0% to 11%, and also increased the annual target bonus of Mr. Meyers from 130% to 150%. The annual target bonus for the other named executive officers did not change from 2019 to 2020.

Based on our strong performance in 2020, executives received 100% of their annual target bonuses for 2020. As in past years, these annual incentives were performance-based and dependent on annual revenue and adjusted funds from operations per share (“AFFO/Share”) growth. While Equinix funded the 2020 annual incentive plan at 105% for all employees, the named executive officers and other members of the executive team are capped at 100% of their target opportunity.

We continued to grant a mix of service-vesting restricted stock units (“RSUs”) and performance-vesting RSUs, with 60% of the target value made up of performance-based RSUs. As in past years, the metrics for the performance-based RSUs consisted of a combination of financial goals (annual revenue and AFFO/Share) and relative total shareholder return (“TSR”) against the IWB Russell 1000 Index Fund (the “Russell 1000”).

For 2020, we also granted one-time special service-based RSU awards to recognize the success of the current named executive officers and assist in their ongoing retention (the “Special Service-Based Awards”). The grants were valued between approximately $500,000 and $2,500,000 and constituted approximately 7% to 11% of each executive’s total target compensation.

We received 92% support for last year’s Say-on-Pay proposal (based on shares represented in person or by proxy at the meeting and entitled to vote on the matter).
Overview
Our executive compensation program strives to align business performance and executive rewards to drive strong business growth and value creation for our stockholders using performance metrics we believe best indicate the success of our business strategy.
In 2020, our compensation program for the named executive officers consisted primarily of base salary, annual incentive compensation and long-term incentive compensation in the form of performance-based and service-based RSUs, for target total direct
compensation approved in Feb. 2020, as illustrated in the graphics below. Additionally, each of the named executive officers received a Special Service-Based Award, consisting of RSUs awarded on a one-time basis outside of our target total direct compensation framework and intended to recognize and retain the named executive officers while incentivizing them toward continued exceptional performance. (Such one-time RSUs are not reflected in the graphic below.)
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(1)
Reflects the market value of the RSU awards on the grant date of Feb. 26, 2020, excluding the Special Service-Based Awards in amounts ranging from approximately 7% to 11% of total compensation approved for 2020. Assumes the target award is earned under the 2020 annual incentive plan and the target number of shares is earned under the performance-based RSU awards.
For 2020, excluding the Special Service-Based RSU awards granted to the named executive officers in recognition of superior performance, 100% of our short-term and 60% of our long-term incentives (assuming the target award amounts were earned) for our named executive officers were performance-based. The annual incentive was dependent on achieving annual revenue and AFFO/Share growth. Our performance-based RSUs were based in part on the same financial metrics, along with relative TSR
achievement against the Russell 1000. The emphasis on annual revenue and AFFO/Share in both the annual incentive and a portion of the long-term incentives is mitigated by using TSR as an additional metric for our long-term incentives. Factoring in the Special Service-Based RSUs awarded on an exceptional basis, over 50% of the long-term incentives granted to named executive officers in 2020 were performance-based.
The performance periods and vesting periods of our 2020 incentive compensation, are illustrated as follows:
Incentive Compensation
Element
Weighting
Form of
Payment
Performance
Metrics
Performance
Period
Vesting
Annual Incentive
n/a
RSUs Revenue &
AFFO/Share
1 year Shares vest upon certification of financial results at end of one-year performance period
Long-Term Incentive
40%
RSUs Revenue &
AFFO/Share
1 year 3 years—earned shares vest 50% after the first year and 25% in each of the two following years (subject to continued service)
Long-Term Incentive
40%
RSUs n/a n/a 3 years—shares vest in three equal annual increments (subject to continued service)
Long-Term Incentive
20%
RSUs TSR 3 years Shares vest upon certification of relative share price after end of three-year performance period
Special Service-Based Award
n/a
RSUs n/a n/a 3 years—shares vest in six equal semi-annual increments (subject to continued service)
2020 Business Results
Despite the challenges and changes brought about by the COVID-19 pandemic, Equinix’s financial results
were not materially affected in 2020, and the business performed well. 2020 was our 18th year of consecutive
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quarterly revenue growth. For the full year of 2020, we delivered revenue growth of 8% and AFFO growth of 13%, on an as-reported basis, over strong 2019 results. On a normalized and constant currency basis, our revenue growth was 8% and our AFFO growth was 18%. Our AFFO/Share was $24.76 per share, a 9%
increase over the previous year or 12% on a normalized and constant currency basis. These results fully funded annual incentive compensation, and resulted in 101% achievement under the performance RSUs based on revenue and AFFO/Share achievement, for the named executive officers.
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(1)
For a reconciliation of GAAP to non-GAAP financial measures, please refer to pages 66-69 of our Annual Report on Form 10-K filed with the Securities Exchange Commission on Feb. 19, 2021.
Governance Policies and Practices
Our executive compensation philosophy is complemented by the following governance best practices:

We have a policy on recoupment of incentive compensation which applies to those persons who are designated by the Board as “officers” for purposes of Section 16 of the Securities Exchange Act of 1934, as amended, and the rules promulgated thereunder. The policy states that the Board may require the return, repayment or forfeiture of any cash or equity-based incentive compensation payment or award received by any such current or former officer during the three completed fiscal years immediately preceding the date on which we are required to prepare a restatement of our financial statements due to material noncompliance with any financial reporting requirements under the securities laws and if certain other conditions are met.

Our chief executive officer and his direct reports (including the named executive officers) are subject to stock ownership guidelines, at a level of three times and one-time base salary, respectively.

We have a policy prohibiting all employees, including the named executive officers and
members of the Board, from engaging in transactions involving options on Equinix’s securities, such as puts, calls and other derivative securities, whether on an exchange or in any other market, or in hedging transactions, such as collars and forward sale contracts. No categories of hedging transactions are specifically permitted.

Our executives (including the named executive officers) and members of the Board are prohibited from holding Equinix securities in a margin account or pledging Equinix securities as collateral for a loan, absent an exception granted by the Compensation Committee on a case-by-case basis.

Our named executive officers are not offered single trigger vesting on a change-in-control.

Named executive officers at Equinix are not offered any tax gross-ups (other than in connection with a relocation or international assignment).

Named executive officers at Equinix are only eligible to participate in the same employee benefits as all other employees and do not receive any significant perquisites. Equinix does not provide its named executive officers any defined benefit
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pension plans, nonqualified deferred compensation plans or other executive retirement benefits.
The Compensation Committee is comprised solely of independent members.

An independent compensation consultant, Compensia, is retained directly by the Compensation Committee and performs no other work for Equinix.

The Compensation Committee reviews tally sheets when making executive compensation decisions.

In Mar. 2021, we conducted a risk assessment of our compensation programs and presented the results to the Compensation Committee. The Compensation Committee considered the findings of the assessment and agreed with our conclusion that our compensation programs are not reasonably likely to have a material adverse effect on Equinix.
Results of 2020 Say-on Pay-Vote
In 2020, we held our annual stockholder advisory vote on the compensation of the named executive officers. The proposal received significant stockholder support, with more than 92% voting in favor of our program (based on shares represented in person or by proxy at the meeting and voted on the matter). Based on these voting results, discussions with Compensia and the ongoing benchmarking analysis by the Compensation Committee, the Compensation Committee did not believe any material changes to our executive compensation program design were required for 2021. Regardless, as we engage with stockholders, we answer questions regarding our compensation program and take comments and recommendations to our Compensation Committee as appropriate.
2020 EXECUTIVE COMPENSATION PROGRAM
2020 Program Philosophy and Objectives
Our executive compensation philosophy for 2020 was to provide competitive total rewards programs globally to attract and retain top talent, utilizing a pay-for-performance strategy at both the company and the individual level. Consistent with our compensation philosophy, a significant percentage of each named executive officer’s target total direct compensation was tied to performance, as illustrated by the potential
pay mix described above. We believe our strong performance in recent years, and the fact that a significant percentage of each named executive officer’s total compensation is either tied to performance or is “at risk,” supports our compensation philosophy.
2020 Pay Positioning
While we review the market data in determining compensation, we do not specifically target a certain percentile of the market for overall compensation or for any particular element of compensation. We consider the overall range of the market data, as well as the alignment of the position in the overall market to the executive’s actual role and responsibilities, when setting compensation for an executive role. Based on this information, we seek to provide a competitive base salary and target bonus, and to concentrate the executive’s compensation in his or her equity awards, to better align the executive’s interests with those of our stockholders and focused on our overall long-term performance.
In addition to looking at the market data and its comparability, we consider the following additional factors when determining compensation, with no single factor being determinative:

Our performance both over the past year and long-term

The executive’s performance over the year and throughout their career with us

The executive’s level of experience in the position

The executive’s marketability in the marketplace based on their skill set
The executive’s criticality to our operations and the difficulty we would have in replacing them

Internal parity between executives based on their contributions
The Compensation Committee uses peer group survey data, proxy statement data and technology industry survey data to define our competitive market. Our peer group is reviewed annually to ensure it reflects changes in our market and competitors for business and talent. In June 2019, with the assistance of Compensia, a list of peer group companies was selected after considering various alternatives to establish the competitive market for the 2020 compensation of our named executive officers. In developing the peer group, the Compensation Committee decided to retain its prior approach to peer group selection and oriented the peer group primarily toward technology companies with similar financial characteristics (to reflect Equinix’s competitive market) but included some REITs to provide a more balanced
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market perspective. Having revenues from outside of the U.S. was also considered as a secondary metric. For 2020, the Compensation Committee decided to expand the number of peer companies from 16 to 20 with the goal of obtaining more robust and stable data on a go-forward basis. Technology companies and REITs with revenue of approximately 0.5 – 2.0x Equinix’s last four quarters of revenue and market capitalization of approximately 0.33 – 3.0x Equinix’s
then-current 30-trading-day average market capitalization were considered in developing the peer group. Changes from the 2019 peer group included the addition of six new peer companies and the removal of two previously included companies. For purposes of the Compensation Committee’s 2020 compensation review and decisions, our peer group consisted of the following 20 companies:

Activision Blizzard

Cerner

Intuit

Public Storage

Adobe Systems

Citrix Systems

Iron Mountain

Simon Properties

Akamai Technologies

Crown Castle Intl.

Juniper Networks

Symantec

American Tower

Digital Realty Trust

NetApp

Synopsys

Autodesk

Electronic Arts

Prologis

VMware
In 2019, we also participated in the AON/Radford High Technology compensation survey and used market data from a subset of the survey to benchmark our executive positions for 2020 compensation decisions.
2020 Compensation-Setting Process and Decisions
The Compensation Committee reviews the executive compensation levels of our named executive officers at least annually to determine positioning to the competitive market. The chief executive officer, as the manager of the executive team, assesses the named executive officers’ contributions to Equinix’s performance and makes a recommendation to the Compensation Committee with respect to any merit increase in base salary, target annual incentive compensation opportunity and equity awards for each named executive officer, other than himself. The chief executive officer, or the executive chairman in the case of the chief executive officer, recommends any adjustments to each element of compensation in light of their assessment of the competitiveness of the executive’s compensation and the additional factors noted above, with the goal of paying each executive competitively based on an assessment of their overall performance and situation.
In addition to reviewing the recommendations of the chief executive officer for the compensation of his executive officer direct reports, and the recommendation of the executive chair with respect to the chief executive officer’s compensation, the Compensation Committee also considers the factors noted above as well as the experience of its members in making a final determination on each executive officer’s compensation. The Compensation Committee meets to evaluate, discuss and modify or approve these recommendations based on its own judgment. For 2020, based on the
recommendations of the executive chair, the Compensation Committee conducted a similar evaluation for Mr. Meyers as the chief executive officer, and approved his compensation elements for 2020.
Members of management support the Compensation Committee in its work by preparing periodic analysis and modeling related to the compensation programs and providing frequent updates on programs that fall under the Compensation Committee’s responsibility. In addition, the Compensation Committee has the exclusive authority under its charter to engage the services of independent outside counsel, consultants, accountants and other advisers to assist it in carrying out its duties. Since 2006, the Compensation Committee has engaged the services of Compensia as its independent consultant to advise it on matters related to compensation for executive officers and other key employees, and on best practices to follow as it reviews and makes decisions on Equinix’s compensation programs. Equinix’s chief executive officer attends Compensation Committee meetings and reviews and provides input on agendas and compensation proposals and recommendations brought before the Compensation Committee for review and approval, but is not present during any discussion of his own compensation.
In connection with the 2020 compensation decisions, in Sept. 2019, Compensia presented to the Compensation Committee a detailed executive compensation analysis, assessing Equinix’s current executive pay and financial performance as compared to our peer group. For our executive officers, including the named executive officers, Compensia identified any gaps between the current and target pay positioning and presented market competitive data for each position for base salary, target annual incentive compensation opportunity, long-term incentive compensation and target total direct compensation, to
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provide a framework and guide for making individual compensation decisions. Compensia also presented to the Compensation Committee an equity compensation market review, comparing the practices of our peer group in terms of equity usage and equity program design.
In Dec. 2019, Compensia provided the Compensation Committee with “tally sheets” outlining the total dollar compensation paid to each named executive officer in 2016-2019, including base salary, annual incentive compensation, long-term equity compensation and other compensation. The Compensation Committee used the tally sheet information as a basis for understanding the potential impact of recommended changes to the elements of our executive compensation program and to evaluate the degree to which unvested shares of our common stock held by a named executive officer encouraged retention.
In Feb. 2020, the Compensation Committee considered executive compensation program design
recommendations and approved compensation for the named executive officers, including the compensation elements for Mr. Meyers.
Compensia continues to advise the Compensation Committee on an ongoing basis, and a representative from the firm attends most Compensation Committee meetings. In 2020, Compensia performed its annual market review of executive pay practices, perquisites and benefits, as discussed above, and director compensation. Compensia also provides routine updates to the Compensation Committee regarding legal and regulatory trends. In 2020, Compensia also provided the Compensation Committee with modeling and recommendations for Equinix’s equity program. The Compensation Committee has assessed the independence of Compensia pursuant to Securities and Exchange Commission rules and concluded that Compensia’s work for the Compensation Committee does not raise a conflict of interest.
PRINCIPAL ELEMENTS OF EXECUTIVE COMPENSATION
Base Salary
Base salary for the named executive officers is established based on the underlying scope of their respective responsibilities, taking into account competitive market compensation data and individual performance. In Feb. 2020, based on the executive compensation assessment from Sept. 2019 and the recommendations of Mr. Meyers as chief executive officer (except with respect to his own salary which was recommended by the executive chair), the Compensation Committee approved the following salaries effective Jan. 1, 2020 (percentage increases are rounded to the nearest whole percentage point).
Name
2019 Salary
2020 Salary
Increase
Charles Meyers $ 1,000,000 $ 1,050,000 5%
Keith Taylor $ 680,000 $ 680,000 0%
Sara Baack $ 465,000 $ 500,000 8%
Brandi Galvin Morandi $ 540,000 $ 600,000 11%
Karl Strohmeyer $ 600,000 $ 635,000 6%
Annual Incentive Compensation
Annual incentive compensation for the named executive officers is linked to the attainment of Equinix’s corporate growth goals and is not tied to individual performance (although the Compensation Committee retains discretion to adjust payouts based on its assessment of such additional factors, including qualitative factors, if any, that the Compensation Committee deems relevant to the assessment of individual or corporate performance). This focus on team performance at the executive level is designed to align senior leaders toward common goals. Accordingly, in Feb. 2020, the Compensation Committee adopted the 2020 annual incentive plan, pursuant to which the
named executive officers were eligible to earn an annual incentive bonus to be paid in the form of fully vested RSUs. This shift from payment in cash to fully vested RSUs occurred in 2019 and is designed to allow Equinix to retain more cash in the business to fund our investments and to further align the executives’ incentives with our stockholders’ interests. Under the 2020 annual incentive plan, the Compensation Committee assigned each named executive officer an annual target bonus opportunity based on the achievement of specific goals related to revenue and AFFO/Share that tied to the 2020 annual operating plan approved by the Board. The revenue goal seeks to
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motivate our executives and employees to achieve continued growth in the business. The metric AFFO/Share was used to further align executive and employee incentives with the interests of our stockholders by focusing management on profit, through nondilutive growth to AFFO. The revenue goal that was set under the 2020 operating plan reflected anticipated continued growth across the global platform based on past experience, the addressable market and our available inventory. The AFFO/Share goal set under the 2020 operating plan contemplated delivery of services to customers, asset maintenance, operating leverage, investments in the business, expansions in key markets, capital markets activity and distributions to our stockholders. Because there would be no incentive plan pool if revenue and AFFO/Share were 95% or less than the operating plan target, annual incentive compensation was 100% at risk. Additionally, the payout for each named executive officer under the 2020 annual incentive plan was capped at 100% of his or her annual target bonus opportunity. Achievement of the revenue and AFFO/Share goals at a level
between 95% and 100% of the operating plan target was subject to interpolation on a straight-line basis.
Achievement of performance goals under the 2020 annual incentive plan was adjusted for fluctuations in foreign currencies against the foreign currency rates used in the 2020 budget plan and hedging activity. Other adjustments included accounting adjustments, capital market activities, adjustments for acquisitions that closed before June 1, 2020, special projects and other normalizing items not contemplated by Equinix at the time the performance goals were established, including both positive and negative impacts from the COVID-19 pandemic on our results such as lower travel expenses and credits offered to certain customers. All adjustments were authorized under the 2020 annual incentive plan. Based on the comparison of the targets to the adjusted results below, Equinix funded the 2020 annual incentive plan at 105% for all employees, while capping the named executive officers and members of the executive team at 100% of their target opportunity.
Metric
Weighting
Target
Reported
Results
Adjusted
Results*
Revenue 50%
$5,950 million
$5,999 million
$5,990.2 million
AFFO/Share 50%
$24.60/Share
$24.76/Share
$24.93/Share
*
Adjusted as described above. For a reconciliation of GAAP to non-GAAP financial measures, please refer to pages 66 – 69 of our Annual Report on Form 10-K filed with the Securities Exchange Commission on Feb. 19, 2021.
The annual target bonus opportunity set for each named executive officer was stated in terms of a percentage of the named executive officer’s base salary. In Feb. 2020, the Compensation Committee approved the following target bonus opportunities, as a percentage of base salary, and bonus awards (calculated based on the base salary in effect at year-end) were approved in Feb. 2021 under the 2020 annual incentive plan:
Name
2019 Bonus
Opportunity
(% Base Salary)
2020 Bonus
Opportunity
(% Base Salary)
2020 Bonus
Award Paid
(100% of Target)(1)
Number of
RSUs
Awarded(1)
Charles Meyers 130% 150%(2) $ 1,575,000 2,465
Keith Taylor 110% 110% $ 748,000 1,171
Sara Baack 90% 90% $ 450,000 704
Brandi Galvin Morandi 90% 90% $ 540,000 845
Karl Strohmeyer 100% 100% $ 635,000 994
(1)
This value of the bonus award was delivered in the form of fully vested RSUs paid in shares with the number of shares calculated using a stock price of $638.70, which was the closing price of Equinix’s common stock on Mar. 10, 2021, the date the RSUs were issued. Cash was paid in lieu of any fractional shares.
(2)
The Compensation Committee approved an increase of Mr. Meyers’ 2020 bonus opportunity from 130% to 150% in order to improve alignment with the selected peer group.
Long-Term Equity Compensation
The Compensation Committee believes that stock awards, including awards with performance-based vesting, encourage executive performance by focusing on long-term stockholder value. Generally, a market
competitive equity award is made in the year that an executive officer commences employment with Equinix. Thereafter, a “refresh” award is generally made annually during the first quarter of each year. The size
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of each award is based upon consideration of a number of factors, including consideration of the individual’s position with Equinix, their potential for future responsibility and promotion, their individual performance in the recent period, Equinix’s performance in the recent period, the competitive marketplace trends, internal equity and the retention value of unvested shares held by the individual at the time of the new grant. Our equity awards also accrue dividend equivalents, which vest on the same schedule as the underlying award and are settled in cash, and therefore no dividend equivalents are paid on awards unless and until the underlying award becomes earned and vested.
In Feb. 2020, in considering the equity award design for 2020, the Compensation Committee discussed its existing framework for long-term incentive compensation
awards in the form of RSUs for the named executive officers which consists of the following awards:

A performance-based award based on revenue and AFFO/Share performance (the “Financial Performance-Based Award”) to focus management on revenue growth and on nondilutive growth to AFFO

A performance-based award based on relative TSR (the “TSR Performance-Based Award”) as a means of further aligning management incentives and stockholder interests

A service-based award (the “Service-Based Award”) as an appropriate retention balance with our performance-based awards, while still tying executives’ interests to our stock price performance over the vesting schedule
The Compensation Committee determined that it was appropriate to maintain the existing framework for granting of long-term incentive compensation awards in 2020. The weighting of each component of the long-term incentive compensation awards, and their respective maximum opportunities, also remained consistent in 2020, as illustrated in the table below.
2019 Weighting
2020 Weighting
Equity Award
Target
(% of Total)
Maximum
(% of Target)
Target
(% of Total)
Maximum
(% of Target)
Revenue-AFFO/Share 40% 120% 40% 120%
TSR Performance-Based 20% 200% 20% 200%
Service-Based 40% n/a 40% n/a
Based on the above, in Feb. 2020, the Compensation Committee granted a Financial Performance-Based Award, a TSR Performance-Based Award and a Service-Based Award to each of the named executive officers. In addition, on the recommendation of Mr. Meyers (except for with respect to his own award, which was recommended by the executive chair), the Compensation Committee also granted Special Service-Based Awards to recognize the success of the current executive team, including the named executive officers, and assist in their ongoing retention. The Special Service-Based Awards were valued between approximately $500,000 and $2,500,000 and constituted approximately 7% to 11% of each named executive officer’s total target compensation. The following table presents the target number of shares that could/can be earned under each equity award:
Name
Revenue-AFFO/Share
Performance-Based
Award (#)
TSR Performance-
Based Award
(#)
Service-Based
Award
(#)
Special
Service-Based
Award (#)
Charles Meyers 11,431 5,715 11,431 3,969
Keith Taylor 3,968 1,984 3,968 953
Sara Baack 2,776 1,388 2,776 794
Brandi Galvin Morandi 2,652 1,326 2,652 794
Karl Strohmeyer 3,416 1,708 3,416 794
Financial Performance-Based Awards
The Financial Performance-Based Awards were 100% at risk and could be earned only if Equinix achieved greater than the threshold revenue and AFFO/Share amounts of $5,653 million and $23.37, respectively, in 2020. The number of RSUs earned was determined
upon certification by the Compensation Committee that Equinix had achieved at least the minimum revenue and AFFO/Share goals for 2020, subject to linear interpolation based on the degree of achievement of the revenue and AFFO/Share targets, from 0% of the
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award at or below the foregoing thresholds to 100% of the award (upon achievement of both revenue and AFFO/Share goals of at least $5,950 million and $24.60, respectively, tied to the annual operating plan). The maximum amount that could be earned under these awards was 120% of target. Fifty percent of any earned RSUs would vest upon the date of financial performance certification; 25% of the earned RSUs would vest on Feb. 15, 2022; and the remaining 25% of the earned RSUs would vest on Feb. 15, 2023, in each case, subject to the re