tm223387-1_def14a - none - 21.4844897s
TABLE OF CONTENTS
 
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
SCHEDULE 14A
(Rule 14a-101)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of
the Securities Exchange Act of 1934 (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 all boxes that apply):
☒ No fee required.
☐ Fee paid previously with preliminary materials.
☐ Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11.

TABLE OF CONTENTS
 
[MISSING IMAGE: tm223387d1-cov_annual4c.jpg]

TABLE OF CONTENTS
Equinix 2022 PROXY STATEMENT
[MISSING IMAGE: tm223387d2-hd_secbgpn.jpg]
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 25, 2022, at 10:00 a.m. PDT. Due to the ongoing health concerns related to COVID-19, 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.meetnow.global/MPRHNUJ
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 2023.
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

Nanci Caldwell

Adaire Fox-Martin

Ron Guerrier

Gary Hromadko

Irving Lyons III

Charles Meyers

Christopher Paisley

Sandra Rivera

Peter Van Camp
[MISSING IMAGE: tm223387d2-icon_forpn.jpg]
FOR
each nominee
7
2
Approval, by a non-binding advisory vote, of the compensation of our named executive officers
[MISSING IMAGE: tm223387d2-icon_forpn.jpg]
FOR
30
3
Ratification of the appointment of PricewaterhouseCoopers LLP as our independent registered public accounting firm for the fiscal year ending Dec. 31, 2022
[MISSING IMAGE: tm223387d2-icon_forpn.jpg]
FOR
59
4
A stockholder proposal related to lowering the stock ownership threshold required to call a special meeting
[MISSING IMAGE: tm223387d2-icon_againstbw.jpg]
AGAINST
61
[MISSING IMAGE: tm223387d2-icon_tobeheldpn.gif]
TO BE HELD
Wednesday, May 25, 2022
10:00 a.m. PDT
[MISSING IMAGE: tm223387d2-icon_virtualpn.gif]
VIRTUAL MEETING
www.meetnow.
global/MPRHNUJ
[MISSING IMAGE: tm223387d2-icon_attendpn.gif]
ATTENDANCE
Whether or not you
plan to attend the
Annual Meeting,
please vote promptly,
following the instructions
contained in the materials
you received.
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, 2022, 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 at www.meetnow.global/MPRHNUJ.
BY ORDER OF THE BOARD OF DIRECTORS,
[MISSING IMAGE: sg_petervan-bw.jpg]
Peter Van Camp
Executive Chairman
Redwood City, California
Apr. 14, 2022

TABLE OF CONTENTS
Equinix 2022 PROXY STATEMENT
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 19, 2022. 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
For the 2022 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.
Please go to www.meetnow.global/MPRHNUJ 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.
Important notice regarding the availability of proxy materials for the annual meeting to be held on May 25, 2022. The proxy statement and annual report to stockholders on Form 10-K are available at: https://investor.equinix.com/proxy.
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.meetnow.global/MPRHNUJ.

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.

TABLE OF CONTENTS
[MISSING IMAGE: lg_equinix-4c.jpg]
PROXY STATEMENT
Table of contents
PROXY SUMMARY
1
General information 1
Items to be voted on and our Board’s recommendation 2
Governance 3
Performance and compensation highlights 5
GOVERNANCE
7
7
Board composition 12
Board operations 16
Other governance policies and practices 21
2021 Director compensation 22
Equinix stock ownership 24
Related-party transactions 25
Sustainability 26
Executive officers 29
COMPENSATION
30
PROPOSAL 2—Advisory non-binding vote on executive compensation 30
Compensation roadmap 31
Compensation discussion and analysis 31
Talent, Culture and Compensation Committee Report 43
EXECUTIVE COMPENSATION AND RELATED INFORMATION
44
Executive compensation tables and related
information
44
Compensation policies and practices risk assessment 55
Talent, Culture and Compensation Committee interlocks and insider participation 56
Equity compensation plan information 57
CEO to median employee pay ratio 58
AUDIT
59
PROPOSAL 3—Ratification of independent
registered public accountants
59
Report of the audit committee of the board
of directors
60
STOCKHOLDER PROPOSAL
61
PROPOSAL 4—Stockholder proposal,
related to lowering the stock ownership
threshold required to call a special meeting
61
Equinix opposition statement 62
ADDITIONAL INFORMATION
63
Voting information and attending the meeting 63
Delivery of documents to stockholders sharing an address 67
Stockholder proposals for 2023 annual meeting 67
Other matters 68

TABLE OF CONTENTS
[MISSING IMAGE: tm223387d2-hd_redbgslpn.jpg]
Equinix 2022 PROXY STATEMENT
PROXY SUMMARY
1
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
[MISSING IMAGE: tm223387d2-icon_tobeheldpn.gif]
WHEN
Wednesday, May 25, 2022
10:00 a.m. PDT
[MISSING IMAGE: tm223387d2-icon_locationpn.gif]
VIRTUAL LOCATION
Visit:
www.meetnow.global/MPRHNUJ
[MISSING IMAGE: tm223387d2-icon_recordpn.gif]
RECORD DATE
Apr. 1, 2022
   
CORPORATE INFORMATION
STOCK SYMBOL
EQIX
REGISTRAR & TRANSFER AGENT
Computershare
STOCK EXCHANGE
NASDAQ
STATE OF INCORPORATION
Delaware
COMMON STOCK OUTSTANDING
AS OF APR. 1, 2022
91,013,824 shares
YEAR OF INCORPORATION
1998
PUBLIC COMPANY SINCE
2000
EQUINIX WEBSITES
CORPORATE WEBSITE
Equinix.com
INVESTOR RELATIONS
investor.equinix.com
2022 ANNUAL MEETING
MATERIALS
investor.equinix.com/proxy
PUBLIC POLICY
ACTIVITIES
investor.equinix.com/
corporategovernance/
publicpolicyactivities
  

TABLE OF CONTENTS
[MISSING IMAGE: tm223387d2-hd_whtbgslpn.jpg]
Equinix 2022 PROXY STATEMENT
PROXY SUMMARY
2
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
(shares are registered in your own name)
Beneficial Owners
(shares are held “in street name” in a stock
brokerage account or by a bank, nominee or other
holder of record)
[MISSING IMAGE: tm223387d2-icon_callpn.gif]
     BY MOBILE DEVICE
[MISSING IMAGE: tm223387d1-icon_qrcodebw.gif]
Scan the QR code if one is provided by your broker, bank or other nominee
[MISSING IMAGE: tm223387d2-icon_votepn.gif]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
[MISSING IMAGE: tm223387d2-icon_callpn.gif]
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
[MISSING IMAGE: tm223387d2-icon_mailpn.gif]
BY MAIL
Complete, date, sign and return your proxy card in the postage-paid envelope
Complete, date, sign and return your voting information form
Items to be voted on and our Board’s recommendation
Proposal
Board’s
Recommendation
See
page
1
DIRECTORS: Election of directors
[MISSING IMAGE: tm223387d2-icon_forpn.jpg]
FOR
each nominee
7
2
COMPENSATION: Advisory vote to approve named executive officer compensation
[MISSING IMAGE: tm223387d2-icon_forpn.jpg]
FOR
30
3
AUDIT: Ratification of independent registered public accountants
[MISSING IMAGE: tm223387d2-icon_forpn.jpg]
FOR
59
4
STOCKHOLDER PROPOSAL: Stockholder proposal related to lowering the stock ownership threshold required to call a special meeting
[MISSING IMAGE: tm223387d2-icon_againstbw.jpg]
AGAINST
61

TABLE OF CONTENTS
[MISSING IMAGE: tm223387d2-hd_whtbgslpn.jpg]
Equinix 2022 PROXY STATEMENT
PROXY SUMMARY
3
Governance
OUR BOARD of DIRECTOR NOMINEES: 9
Nanci Caldwell, age 64
Gary Hromadko, age 69
Christopher Paisley, age 69
(Independent Director)
(Independent Director)
(Lead Independent Director)
[MISSING IMAGE: ph_nancicaldwell-4c.gif]
Since: 2015
COMMITTEES:

Nominating and Governance

Talent, Culture and Compensation
[MISSING IMAGE: ph_garyhromadko-4c.gif]
Since: 2003
COMMITTEES:

Audit

Finance

Real Estate
[MISSING IMAGE: ph_chrispaisley-4c.gif]
Since: 2007
COMMITTEES:

Audit

Finance

Nominating and Governance

Real Estate
Adaire Fox-Martin, age 57
Irving Lyons III, age 72
Sandra Rivera, age 57
(Independent Director)
(Independent Director)
(Independent Director)
[MISSING IMAGE: ph_adairefoxmar-4c.gif]
Since: 2020
COMMITTEE:

Nominating and Governance
[MISSING IMAGE: ph_irvinglyons-4c.gif]
Since: 2007
COMMITTEES:

Talent, Culture and Compensation

Audit

Finance

Real Estate

Stock Award
   
[MISSING IMAGE: ph_sandrarivera-4c.gif]
Since: 2019
COMMITTEE:

Talent, Culture and Compensation
Ron Guerrier, age 47
Charles Meyers, age 56
Peter Van Camp, age 66
(Independent Director)
(Chief Executive Officer and President)
(Executive Chairman)
[MISSING IMAGE: ph_ronguerrier-4c.gif]
Since: 2021
COMMITTEE:

Nominating and Governance
[MISSING IMAGE: ph_charlesmeyers-4c.gif]
Since: 2018
COMMITTEE:

Stock Award
[MISSING IMAGE: ph_petervancamp-4c.gif]
Since: 2000

TABLE OF CONTENTS
[MISSING IMAGE: tm223387d2-hd_whtbgslpn.jpg]
Equinix 2022 PROXY STATEMENT
PROXY SUMMARY
4
DIVERSITY AND ENGAGEMENT
[MISSING IMAGE: tm223387d1-pc_averagepn.jpg]
9.67 YEARS
Average Tenure of Board Nominees

3 new members added in the last 3 years

3 out of 3 newest members self-indentify as a woman and/or racially/ethnically diverse
7
Board Meetings in 2021
99%
Average Attendance at
Board and Committee
Meetings
Board
Committees

Audit

Talent, Culture and
Compensation

Finance

Nominating and
Governance

Real Estate
2021
Meetings
9
   
5
3
   
5
8
CORPORATE GOVERNANCE BEST PRACTICES
[MISSING IMAGE: tm223387d2-icon_tobeheldpn.gif]
1 YEAR
Director Term
[MISSING IMAGE: tm223387d2-icon_recordpn.gif]
Majority
Director
Election
Standard
[MISSING IMAGE: tm223387d2-icon_tickpn.gif]
No
Super majority
Voting
Requirements
[MISSING IMAGE: tm223387d2-icon_tickpn.gif]
No
Stockholder
Rights Plan
[MISSING IMAGE: ic_bullhorn-pn.gif]
Stockholders
Right to Call
Special Meetings
[MISSING IMAGE: tm223387d2-icon_tickpn.gif]
Stockholders
Right to Act
by Written Consent
[MISSING IMAGE: tm223387d2-icon_tickpn.gif]
Stockholders
Proxy Access
Rights
[MISSING IMAGE: tm223387d1-icon_qrinvestbw.gif]
Corporate
Governance
Materials

TABLE OF CONTENTS
[MISSING IMAGE: tm223387d2-hd_whtbgslpn.jpg]
Equinix 2022 PROXY STATEMENT
PROXY SUMMARY
5
CORPORATE RESPONSIBILITY
[MISSING IMAGE: tm223387d1-tbl_governacepn.jpg]
100%
Clean and
Renewable Energy
Usage Targeted
by 2030
[MISSING IMAGE: tm223387d1-icon_esgpn.gif]
Nominating and Governance
Committee
Oversight of
Environmental,
Social and
Governance (“ESG”)
Initiatives
[MISSING IMAGE: tm223387d1-icon_ceofocuspn.gif]
CEO Focus
on Diversity,
Inclusion
and Belonging
Initiatives
[MISSING IMAGE: tm223387d1-icon_targetpn.gif]
Nominating and
Governance Oversight
of Cybersecurity
Program 1x per Quarter;
Full Board
Oversight
at Least 1x per Year
Performance and Compensation Highlights
COMPENSATION BEST PRACTICES AND HIGHLIGHTS
[MISSING IMAGE: tm223387d1-icon_percenpn.gif]
Percentage 2021 Executive Incentive Compensation Performance Based: 100% of Annual and 60% of Long Term
[MISSING IMAGE: tm223387d1-icon_metrixpn.gif]
Metrics Used for 2021 Incentive Compensation

Revenues

AFFO/Share

Total Stockholder Return
[MISSING IMAGE: tm223387d2-icon_tickpn.gif]
No Tax Gross-Ups
[MISSING IMAGE: tm223387d2-icon_tickpn.gif]
Stock Ownership Guidelines
[MISSING IMAGE: tm223387d2-icon_tickpn.gif]
Policy Prohibiting Hedging
[MISSING IMAGE: tm223387d2-icon_tickpn.gif]
Recoupment Policy
190:1
CEO Pay Ratio for 2021

TABLE OF CONTENTS
[MISSING IMAGE: tm223387d2-hd_whtbgslpn.jpg]
Equinix 2022 PROXY STATEMENT
PROXY SUMMARY
6
Company Performance Underlying Incentive Awards
[MISSING IMAGE: tm223387d1-bc_perfnceopn.jpg]
(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 64-68 of Equinix’s Annual Report on Form 10-K filed with the Securities and Exchange Commission on Feb. 18, 2022.
(2)
Stock price performance from Jan. 2, 2019 to Dec. 31, 2021.
2021 EXECUTIVE COMPENSATION MIX(1)
[MISSING IMAGE: tm223387d1-pc_ceoneopn.jpg]
(1)
Reflects the market value of the RSU awards on the grant date of Feb. 26, 2021. Assumes the target award is earned under the 2021 annual incentive plan and the target number of shares is earned under the performance-based RSU awards.

TABLE OF CONTENTS
[MISSING IMAGE: tm223387d2-hd_redbgslpn.jpg]
Equinix 2022 PROXY STATEMENT
Governance
7
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 all were elected to a one-year term at the 2021 annual stockholders’ meeting with the
exception of Mr. Guerrier who was elected in Sept. 2021. 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, 2022; 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 and Governance Committee and the Board to determine that each nominee should serve as a director of Equinix.
   
[MISSING IMAGE: tm223387d2-icon_forpn.gif]
The Board recommends that you vote “FOR” the election of each of the following nominees.
NANCI CALDWELL
INDEPENDENT DIRECTOR / SINCE December 2015
[MISSING IMAGE: ph_nancicaldwell-4c.jpg]
AGE: 64
COMMITTEE:

Nominating and Governance  [MISSING IMAGE: ic_fincommittee-pms.jpg]

Talent, Culture and Compensation
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

TABLE OF CONTENTS
[MISSING IMAGE: tm223387d2-hd_whtbgslpn.jpg]
Equinix 2022 PROXY STATEMENT
Governance
8
ADAIRE FOX-MARTIN
INDEPENDENT DIRECTOR / SINCE January 2020
[MISSING IMAGE: ph_adairefoxmar-4c.jpg]
AGE: 57
COMMITTEE:

Nominating and Governance
CURRENT ROLE

EMEA Cloud President, Google Cloud and Head of Google Ireland (since 2021)
PRIOR BUSINESS EXPERIENCE

Various roles, SAP (2008−Jul. 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

Experience in cloud relevant to the Board as Equinix evolves our business model and strategy to meet the needs of our customers in a cloud-first world

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
RON GUERRIER
INDEPENDENT DIRECTOR / SINCE September 2021
[MISSING IMAGE: ph_ronguerrier-4c.jpg]
AGE: 47
COMMITTEE:

Nominating and Governance
CURRENT ROLE

Global Chief Information Officer (CIO), HP (since 2020)
PRIOR BUSINESS EXPERIENCE

CIO and Secretary of Innovation & Technology, State of Illinois (Feb. 2019-Sept. 2020)

CIO, Express Scripts (2018-2019)

CIO, Farmers Insurance (2015-2018)

Various roles, Toyota Financial Services International Corporation (1996-2015), including chief technology officer and most recently as vice president and CIO
SKILLS & EXPERTISE

Executive leadership skills gained as an operating executive at prominent public and private companies and in state government

Experience in the field of digital infrastructure services relevant to understanding our offerings and strategy

Perspective of an Equinix customer, with a deep understanding of current technologies and trends and implications for our strategic plans and positioning, as a Fortune 500 CIO

Global experience as an executive at a multinational corporation

Advocate for expansion of STEM opportunities to women and underserved communities through involvement in various organizations, relevant to our own ESG initiatives

TABLE OF CONTENTS
[MISSING IMAGE: tm223387d2-hd_whtbgslpn.jpg]
Equinix 2022 PROXY STATEMENT
Governance
9
GARY HROMADKO
INDEPENDENT DIRECTOR / SINCE June 2003
[MISSING IMAGE: ph_garyhromadko-4c.jpg]
AGE: 69
COMMITTEES:

Audit

Finance

Real Estate  [MISSING IMAGE: ic_fincommittee-pms.jpg]
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
IRVING LYONS
INDEPENDENT DIRECTOR / SINCE February 2007
[MISSING IMAGE: ph_irvinglyons-4c.jpg]
AGE: 72
COMMITTEES:

Talent, Culture and Compensation  [MISSING IMAGE: ic_fincommittee-pms.jpg]

Audit

Finance

Real Estate

Stock Award
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

TABLE OF CONTENTS
[MISSING IMAGE: tm223387d2-hd_whtbgslpn.jpg]
Equinix 2022 PROXY STATEMENT
Governance
10
CHARLES MEYERS
CHIEF EXECUTIVE OFFICER AND PRESIDENT,
EQUINIX / SINCE September 2018
[MISSING IMAGE: ph_charlesmeyers-4c.jpg]
AGE: 56
COMMITTEE:

Stock Award
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)
CURRENT PUBLIC COMPANY BOARDS
(in addition to Equinix)

Fastly
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
CHRISTOPHER PAISLEY
INDEPENDENT DIRECTOR / SINCE July 2007 (and Lead
Independent Director since February 2012)
[MISSING IMAGE: ph_chrispaisley-4c.jpg]
AGE: 69
COMMITTEES:
 Audit  [MISSING IMAGE: ic_fincommittee-pms.jpg][MISSING IMAGE: ic_audit-k.jpg]

Finance

Nominating and Governance

Real Estate
CURRENT ROLE

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

Chief financial officer, Enterprise 4.0 Technology Acquisition Corporation (since 2021)
PRIOR BUSINESS EXPERIENCE

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

Ambarella

Enterprise 4.0 Technology Acquisition Corporation

Fastly
PAST PUBLIC COMPANY BOARDS

Fitbit

Fortinet

YuMe
SKILLS & EXPERTISE

Executive leadership skills gained as an operating executive at multiple companies, including as chief financial officer 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 and accounting expertise as a former chief financial officer, 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

TABLE OF CONTENTS
[MISSING IMAGE: tm223387d2-hd_whtbgslpn.jpg]
Equinix 2022 PROXY STATEMENT
Governance
11
SANDRA RIVERA
INDEPENDENT DIRECTOR / SINCE October 2019
[MISSING IMAGE: ph_sandrarivera-4c.jpg]
AGE: 57
COMMITTEE:

Talent, Culture and Compensation
CURRENT ROLE

Executive vice president and general manager, data center and AI group, Intel Corporation (since 2021)
PRIOR BUSINESS EXPERIENCE

Various roles, Intel Corporation (2000−2021), including marketing director, leader of the network platforms group and most recently chief people officer

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, 5G, data centers and AI, bringing relevant technology expertise to the Board as Equinix executes against our platform strategy

Experience in cloud relevant to the Board as Equinix evolves our business model and strategy to meet the needs of our customers in a cloud-first world

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 Talent, Culture and Compensation Committee’s oversight of compensation plans and programs, and to Equinix’s diversity, inclusion and belonging initiatives
PETER VAN CAMP
EXECUTIVE CHAIRMAN, EQUINIX / SINCE May 2007 (and
Director Since 2000)
[MISSING IMAGE: ph_petervancamp-4c.jpg]
AGE: 66
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 chief executive officer, 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 28 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 chief executive officer

TABLE OF CONTENTS
[MISSING IMAGE: tm223387d2-hd_whtbgslpn.jpg]
Equinix 2022 PROXY STATEMENT
Governance
12
Board composition
DIRECTOR SKILLS AND EXPERIENCE
Equinix is the world’s digital infrastructure company™. Digital leaders harness our trusted platform to bring together and interconnect foundational infrastructure at software speed. Our global infrastructure platform and ecosystem of leading service providers across clouds, networking, storage, compute and software powers digital leaders to fast-track competitive advantage. Equinix enables organizations to reach all the right places, connect with the right partners and access all the right possibilities they need to succeed while supporting their sustainability goals.
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 is capital intensive, and frequent access to the capital markets has been a key element of our growth strategy. Sustainability is 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 and Governance Committee considers qualification criteria such as independence, character, ability to exercise sound judgment, demonstrated leadership ability, and educational background and experience. The Nominating and Governance Committee also understands the importance and value of diversity on the Board. Both the Equinix, Inc. Board of Directors Guidelines on Significant Corporate Governance Issues (the “Corporate Governance Guidelines”) and the Nominating and Governance Committee Charter require the Nominating and Governance 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 and Governance 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 environment.
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 can inform our strategy.
5. Global Experience/Perspective
Equinix is a global company, currently operating in 66 markets in 27 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 thus a valuable asset on our Board.

TABLE OF CONTENTS
[MISSING IMAGE: tm223387d2-hd_whtbgslpn.jpg]
Equinix 2022 PROXY STATEMENT
Governance
13
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 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 28 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 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.

TABLE OF CONTENTS
[MISSING IMAGE: tm223387d2-hd_whtbgslpn.jpg]
Equinix 2022 PROXY STATEMENT
Governance
14
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.
[MISSING IMAGE: tm223387d1-tbl_skillspn.jpg]
BOARD TENURE, DIVERSITY
AND REFRESHMENT
[MISSING IMAGE: tm223387d1-fc_boarddive1pn.jpg]
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 and Governance Committee Charter require the Nominating and Governance 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 our three most recently added directors have been women and/or racially/ethnically diverse. In Feb. 2022, 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 two of
our board members will be representatives of historically under-represented groups.
In addition, the Nominating and Governance Committee and the Board seek new Board members with experience relevant to our industry and current strategy. For example, 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 our platform; and in 2021 the addition of Mr. Guerrier brought our Board relevant technology depth and the important perspective of an Equinix customer as a Fortune 500 CIO. The skills matrix is a tool for the Nominating and Governance Committee to identify potential skill gaps and prioritize skill sets to consider adding to the Board. For future Board searches, skills that come from relevant technology depth, the

TABLE OF CONTENTS
[MISSING IMAGE: tm223387d2-hd_whtbgslpn.jpg]
Equinix 2022 PROXY STATEMENT
Governance
15
perspective of a customer, and/or expertise in the cloud/software domain 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. The following table provides the self-identified diversity information of our incumbent Board.
[MISSING IMAGE: tm223387d1-tbl_boardpn.jpg]
BOARD SIZE
Equinix’s Board currently consists of nine directors. 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 Nominating and Governance Committee of the Board, or such other committee designated by 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.

TABLE OF CONTENTS
[MISSING IMAGE: tm223387d2-hd_whtbgslpn.jpg]
Equinix 2022 PROXY STATEMENT
Governance
16
DIRECTOR INDEPENDENCE
Seven of the Board’s nine 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 and Governance 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 and Governance 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 and Governance 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 and Governance 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 and Governance 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 and Governance 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 and Governance Committee will then meet to discuss and consider such candidates’ qualifications and choose candidate(s) for recommendation to the Board.
The Nominating and Governance Committee will consider candidates recommended by stockholders. Stockholders wishing to recommend candidates for consideration by the Nominating and Governance 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 and Governance 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 and Governance Committee can be found in the Nominating and Governance Committee Charter, published on the corporate governance section of Equinix’s website at Equinix.com.
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

TABLE OF CONTENTS
[MISSING IMAGE: tm223387d2-hd_whtbgslpn.jpg]
Equinix 2022 PROXY STATEMENT
Governance
17
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. With the exception of the Stock Award Committee, all Committees 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, 2021, the Board held 7 meetings, and our committees cumulatively held 30 meetings. For the fiscal year, each of the incumbent directors attended or participated in at least 92% and on average 99% 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
In 2021 the Board approved certain changes to its committee structure which were effective following the 2021 Annual Meeting. These changes were made to address the evolving needs of the Board and of Equinix. First, the Compensation Committee was renamed the “Talent, Culture and Compensation Committee” and now operates under an expanded charter. Second, the Nominating and Governance Committees were combined into a single “Nominating and Governance Committee” consisting entirely of independent directors. These changes are discussed in further detail below.
The Board currently has six standing committees: the Audit Committee, the Talent, Culture and Compensation Committee, the Finance Committee, the Nominating and Governance Committee, the Real Estate Committee and the Stock Award Committee, in addition to special committees that may be formed from time to time.

TABLE OF CONTENTS
[MISSING IMAGE: tm223387d2-hd_whtbgslpn.jpg]
Equinix 2022 PROXY STATEMENT
Governance
18
The following table provides membership information for the incumbent directors for fiscal 2021 for such standing committees of the Board:
Committees
Director
Independent
Audit
Talent, Culture
and
Compensation
Finance
Nominating
and
Governance(4)
Real
Estate
Stock
Award
Nanci Caldwell
[MISSING IMAGE: ic_checkmark-k.jpg]
[MISSING IMAGE: ic_committee-k.jpg](3)
[MISSING IMAGE: ic_fincommittee-pms.jpg](4)
Adaire Fox-Martin
[MISSING IMAGE: ic_checkmark-k.jpg]
[MISSING IMAGE: ic_committee-k.jpg]
Ron Guerrier(1)
[MISSING IMAGE: ic_checkmark-k.jpg]
[MISSING IMAGE: ic_committee-k.jpg](5)
Gary Hromadko
[MISSING IMAGE: ic_checkmark-k.jpg]
[MISSING IMAGE: ic_committee-k.jpg]
[MISSING IMAGE: ic_committee-k.jpg]
[MISSING IMAGE: ic_fincommittee-pms.jpg]
Irving Lyons III
[MISSING IMAGE: ic_checkmark-k.jpg]
[MISSING IMAGE: ic_committee-k.jpg](2)
[MISSING IMAGE: ic_fincommittee-pms.jpg]
[MISSING IMAGE: ic_committee-k.jpg]
[MISSING IMAGE: ic_committee-k.jpg]
[MISSING IMAGE: ic_committee-k.jpg]
Charles Meyers
[MISSING IMAGE: ic_committee-k.jpg]
Christopher Paisley
[MISSING IMAGE: ic_leaddirector-k.jpg]
[MISSING IMAGE: ic_checkmark-k.jpg]
[MISSING IMAGE: ic_fincommittee-pms.jpg]
[MISSING IMAGE: ic_audit-k.jpg]
[MISSING IMAGE: ic_committee-k.jpg]
[MISSING IMAGE: ic_committee-k.jpg]
[MISSING IMAGE: ic_committee-k.jpg]
Sandra Rivera
[MISSING IMAGE: ic_checkmark-k.jpg]
[MISSING IMAGE: ic_committee-k.jpg]
Peter Van Camp
[MISSING IMAGE: ic_execchair-k.jpg]
Meetings in 2021
Board: 7
9
5
3
5
8
0
[MISSING IMAGE: ic_fincommittee-pms.jpg]
Chairperson
[MISSING IMAGE: ic_committee-k.jpg]
Committee Member
[MISSING IMAGE: ic_execchair-k.jpg]
Executive Chairman
[MISSING IMAGE: ic_leaddirector-k.jpg]
Lead Independent Director
[MISSING IMAGE: ic_audit-k.jpg]
Audit Committee Financial Expert
(1)
Mr. Guerrier joined the Board in Sept. 2021.
(2)
Mr. Lyons joined the Audit Committee in Aug. 2021 following the resignation of Mr. Tom Bartlett from the Board in July 2021.
(3)
Ms. Caldwell joined the Talent, Culture and Compensation Committee in May 2021.
(4)
Following the 2021 Annual Meeting, the Nominating Committee and Governance Comimttee combined in to one committee, renamed the Nominating and Governance Committee. Ms. Caldwell became chairperson of the newly created Nominating and Governance Committee in May 2021.
(5)
Mr. Guerrier joined the Nominating and Governance Committee in Feb. 2022.
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. In July of 2021, Mr. Thomas Bartlett resigned from the Board, leaving a vacancy on the Audit Committee. Mr. Lyons was added to the Audit Committee in August of 2021. The other members of the Audit Committee in 2021 were Mr. Hromadko and Mr. Paisley. Mr. Paisley is chairperson of the Audit Committee and is considered a financial expert. During the fiscal year ended Dec. 31, 2021, the Audit Committee held nine meetings.
In 2021, the Board approved certain changes to its committee structure to address the changing needs of the Board and of Equinix. The Compensation Committee was renamed the “Talent, Culture and Compensation Committee” and now operates under an expanded charter. The Talent, Culture and Compensation Committee provides oversight of human capital management at Equinix, including our strategies to attract, develop and retain talent at all levels, cultivate an engaged employee base, make our
culture a competitive advantage, and promote workforce diversity, inclusion and belonging. The Talent, Culture and Compensation Committee also oversees succession planning for the CEO and select senior leaders. In addition, it 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 Talent, Culture and 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. The Talent, Culture and Compensation Committee is also 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

TABLE OF CONTENTS
[MISSING IMAGE: tm223387d2-hd_whtbgslpn.jpg]
Equinix 2022 PROXY STATEMENT
Governance
19
the functions of the Talent, Culture and Compensation Committee can be found in the Talent, Culture and 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 Talent, Culture and Compensation Committee are Ms. Caldwell, Mr. Lyons and Ms. Rivera. Mr. Lyons is chairperson of the Talent, Culture and Compensation Committee. During the fiscal year ended Dec. 31, 2021, the Talent, Culture and Compensation Committee held five meetings.
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. Hromadko, Mr. Lyons and Mr. Paisley. There is no chairperson of the Finance Committee at this time. During the fiscal year ended Dec. 31, 2021, the Finance Committee held three meetings.
After the 2021 Annual Meeting, the Nominating Committee and the Governance Committees of the Board were combined into the “Nominating and Governance Committee.” The Nominating and Governance Committee was established to (i) to identify individuals qualified to become members of the Board, and select the director nominees for the next annual meeting of stockholders, (ii) to review and consider developments in corporate governance practices and to recommend to the Board effective corporate governance policies and procedures applicable to the company; (iii) to review and consider developments related to the company’s Governance, Risk and Compliance program (the “GRC Program”) and to report out to the Board on GRC Program activities
and recommendations; (iv) to review and consider developments in corporate responsibility and report out to the Board on activities and recommendations; (v) to provide oversight of the company’s public policy activities; and (vi) to oversee the evaluation of the Board. A more detailed description on the functions of the Nominating and Governance Committee can be found in the Nominating and Governance Committee Charter, published in the corporate governance section of Equinix’s website at Equinix.com. The members of the Nominating and Governance Committee are Ms. Caldwell, Ms. Fox-Martin, Mr. Guerrier, and Mr. Paisley. Ms. Caldwell is chairperson of the Nominating and Governance Committee. During the fiscal year ended Dec. 31, 2021, the Nominating and Governance Committee held five meetings.
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, 2021, the Real Estate Committee held eight 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 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. 2021, the Board held a multi-day 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

TABLE OF CONTENTS
[MISSING IMAGE: tm223387d2-hd_whtbgslpn.jpg]
Equinix 2022 PROXY STATEMENT
Governance
20
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 Nominating and Governance Committee and the full Board. The Board received an enterprise risk briefing in Sept. 2021 in connection with its strategy meeting and is scheduled to receive its next enterprise risk briefing in Sept. 2022. Additionally, in 2021, the full Board received a briefing on cybersecurity. Briefings on cybersecurity, as well as other enterprise risks, will also be provided in 2022.
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 Nominating and Governance Committee oversees Equinix’s GRC Program, formally launched in 2013. In connection with this oversight, the Nominating and Governance Committee receives quarterly updates on key issues, such as enterprise risk management, business continuity and disaster recovery planning, and regulatory compliance. In addition, the Nominating and Governance Committee receives a cybersecurity briefing at each quarterly meeting. The Nominating and 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 Nominating and Governance Committee. The Nominating and Governance Committee also oversees our public policy activities and is responsible for oversight of our ESG
initiatives, which is accomplished through quarterly updates and a comprehensive dashboard.
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 Talent, Culture and 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 Nominating and 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 and 2021. In 2021, Equinix’s investor relations team met with numerous investors around the world by attending or hosting over 40 investor conferences, non-deal roadshows and investor group events as well as hosting our 2021 Analyst Day virtually in June 2021. 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, at that time representing over 55% of our outstanding shares in the fourth quarter of 2021, to discuss these topics and solicit feedback in preparation for the Annual Meeting. In the meetings that resulted, topics discussed included Equinix’s sustainability program, including our science-based targets and oversight of climate risks, our human capital strategies and diversity metrics, Board composition and refreshment, and matters related to Equinix’s compensation program discussed in greater detail

TABLE OF CONTENTS
[MISSING IMAGE: tm223387d2-hd_whtbgslpn.jpg]
Equinix 2022 PROXY STATEMENT
Governance
21
below in “Compensation discussion and analysis.” All meetings that resulted were attended by Mr. Van Camp. In addition, Mr. Paisley, as lead independent director, Mr. Lyons, as chair of the Talent, Culture and Compensation Committee, and Ms. Caldwell, as chair of the Nominating and Governance Committee, attended meetings as requested by stockholders. All feedback from these meetings was shared with additional Board members as appropriate to be considered in go-forward planning.
We plan to conduct a similar outreach in 2022.
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 Nominating and 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. Unvested RSUs do not count towards compliance. 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 were in compliance with the stock ownership requirement as of Dec. 31, 2021.
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, 2021.
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 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,

TABLE OF CONTENTS
[MISSING IMAGE: tm223387d2-hd_whtbgslpn.jpg]
Equinix 2022 PROXY STATEMENT
Governance
22
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 2021 Annual Meeting, Mr. Meyers and Mr. Van Camp were in attendance and available for questions.
2021 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 Talent, Culture and Compensation Committee. Compensia’s review with the Talent, Culture and Compensation Committee in Dec. 2020 did not result in any changes to director compensation for 2021.
In Dec. 2021, Compensia performed a detailed review of the director compensation program and compared the design of the program 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 an increase in the annual retainer for Board service to $75,000 and an increase in the Audit Committee chairperson retainer to $35,000. Such changes will be reflected in the 2023 proxy statement.
Non-employee directors receive a retainer in connection with their service on the Board. For fiscal 2021, 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 2021, payable quarterly in arrears:
Committee
Chairperson
Member
Audit $ 30,000 $ 15,000
Finance $ 12,500 $ 5,000
Governance(1) $ 20,000 $ 10,000
Nominating(1) $ 12,500 $ 5,000
Real Estate $ 25,000 $ 12,500
Talent, Culture and Compensation
$ 25,000 $ 12,500
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 2021, 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
Finance $ 5,000 $ 3,000 6
Governance(1) $ 5,000 $ 3,000 5
Nominating(1) $ 5,000 $ 3,000 5
Real Estate $ 5,000 $ 3,000 8
Talent, Culture and Compensation
$ 5,000 $ 3,000 8
The Board has also designated a lead independent director who earned a $30,000 annual retainer in 2021.
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 2021, 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
(1)
Following the 2021 Annual Meeting, the Nominating and Governance Committees were combined and compensated by the Governance Committee fee structure.

TABLE OF CONTENTS
[MISSING IMAGE: tm223387d2-hd_whtbgslpn.jpg]
Equinix 2022 PROXY STATEMENT
Governance
23
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 Equinix’s 2020 Equity Incentive Plan (the “2020 Plan”). The 2020 Plan caps non-employee director compensation at $750,000. The limit may only be increased by $200,000 if the Board deems necessary to compensate a non-employee director for service on special purpose committees or any other special service, in the Board’s discretion. These caps may not be increased without the approval of our stockholders.
Our stock ownership guidelines are described above.
The following table sets forth all of the compensation awarded to, earned by or paid to each non-employee director who served during fiscal year 2021.
Name
Fees Earned
or Paid in
Cash(1)
($)
Stock
Awards(2)(3)(4)
($)
Total
($)
Thomas Bartlett(5) 56,250 249,297 305,547
Nanci Caldwell 97,465 249,297 346,762
Adaire Fox-Martin 77,986 249,297 327,283
Ron Guerrier(6) 20,385 176,396 196,781
Gary Hromadko 117,014 249,297 366,311
William Luby(7) 38,264 0 38,264
Irving Lyons III 118,310 249,297 367,607
Christopher Paisley 157,500 249,297 406,797
Sandra Rivera 82,500 249,297 331,797
(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.
(2)
Reflects RSUs covering 339 shares granted to each newly elected non-employee director on the date of our annual stockholders’ meeting in May 2021. The amount for Mr. Guerrier reflects 209 RSUs prorated from his appointment to the Board in Sept. 2021.
(3)
Reflects the aggregate grant date fair value of the RSU awards granted to the director in 2021 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. 18, 2022, for a discussion of the assumptions made by Equinix in determining the values of our equity awards.
(4)
As of Dec. 31, 2021, Ms. Caldwell, Ms. Fox-Martin, Mr. Hromadko, Mr. Lyons, Mr. Paisley and Ms. Rivera each held 339 unvested RSUs (including accrued dividend equivalent units), and Mr. Guerrier held 209 unvested RSUs (including accrued dividend equivalent units).
(5)
Mr. Bartlett resigned from the Board in July 2021 and therefore only received compensation from Jan. 2021 to July 2021.
(6)
Mr. Guerrier joined the Board in Sept. 2021 and therefore only received compensation from Sept. 2021 to Dec. 2021.
(7)
Mr. Luby did not stand for reelection to the Board in May 2021 and therefore only received compensation from Jan. 2021 to May 2021.
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, 2021, 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 1,391 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.

TABLE OF CONTENTS
[MISSING IMAGE: tm223387d2-hd_whtbgslpn.jpg]
Equinix 2022 PROXY STATEMENT
Governance
24
Equinix stock ownership
The following table sets forth, as of Apr. 1, 2022, 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 13d-3 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
Nanci Caldwell(1) 2,794 *
Mike Campbell 12,044 *
Adaire Fox-Martin 727 *
Ron Guerrier 209 *
Gary Hromadko 143,232 *
Jon Lin 4,985 *
Irving Lyons III(2) 16,600 *
Charles Meyers 19,683 *
Brandi Galvin Morandi 21,640 *
Christopher Paisley(3) 18,797 *
Sandra Rivera 988 *
Karl Strohmeyer 17,246 *
Keith Taylor 22,120 *
Peter Van Camp 7,131 *
The Vanguard Group(4)
100 Vanguard Blvd, Malvern, PA 19355
11,702,044 12.86%
BlackRock Fund Advisors(5)
Park Avenue Plaza, 55 East 52nd Street, New York, NY 10055
8,928,856 9.81%
State Street Corporation(6)
State Street Financial Center, 1 Lincoln Street, Boston, MA 02111
4,947,426 5.44%
All current directors and executive officers as a group (14 persons)(7) 288,196 *
*
Less than 1%.
(1)
Includes 1,195 vested shares pursuant to RSUs as to which Ms. Caldwell has deferred the settlement until a later date.
(2)
Includes 3,708 vested shares pursuant to RSUs as to which Mr. Lyons has deferred the settlement of until a later date.
(3)
Includes an aggregate of 845 shares held in trusts for Mr. Paisley’s children and a brother.
(4)
Based on a Schedule 13D filed with the Securities and Exchange Commission as of Dec. 31, 2021. Includes 11,243,533 shares that are owned directly, 0 shares with sole voting power and 11,243,533 shares with dispositive power by The Vanguard Group Inc., an investment advisor. The total amount beneficially owned by The Vanguard Group is 11,702,044 shares.
(5)
Based on a Schedule 13D filed with the Securities and Exchange Commission as of Dec. 31, 2021. Includes 7,652,265 shares that are owned directly, 7,652,265 shares with sole voting power and 8,928,856 shares with dispositive power by BlackRock Inc., an investment advisor. The total amount beneficially owned by BlackRock Fund Advisors is 8,928,856 shares.
(6)
Based on a Schedule 13D filed with the Securities and Exchange Commission as of Dec. 31, 2021. Includes 0 shares that are owned directly, 0 shares with sole voting power and 4,946,856 shares with dispositive power by State Street Corp., an investment advisor. The total amount beneficially owned by State Street Corp. is 4,947,426 shares.
(7)
Includes 4,903 vested shares pursuant to RSUs as to which settlement has been deferred until a later date.

TABLE OF CONTENTS
[MISSING IMAGE: tm223387d2-hd_whtbgslpn.jpg]
Equinix 2022 PROXY STATEMENT
Governance
25
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 2021
The Vanguard Group, Inc. was a holder of greater than 5% of our outstanding common stock during the 2021 fiscal year. In 2021, revenues from entities affiliated with The Vanguard Group, Inc. totaled approximately $4,631,000.
BlackRock Inc. was a holder of greater than 5% of our outstanding common stock during the 2021 fiscal year. In 2021, revenues from entities affiliated with BlackRock Inc. totaled approximately $2,106,000.
A son of our independent director, Mr. Paisley, is employed by Equinix. In 2021, Mr. Paisley’s son received total compensation of approximately $227,000, 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.
SECTION 16(A) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
The members of the Board, the executive officers of Equinix, and persons who hold more than 10% of Equinix’s outstanding common stock (“Section 16 Insiders”) are subject to the reporting requirements of Section 16(a) of the Exchange Act, which require them to file reports with respect to their ownership of Equinix’s common stock and their transactions in such common stock. Based on (i) the copies of Section 16(a) reports filed for the members of the Board and the
executive officers for their 2021 fiscal year transactions in common stock and their common stock holdings and (ii) the written representations received by such persons, Equinix believes that all reporting requirements under Section 16(a) for such fiscal year were met in a timely manner by Section 16 Insiders except for one late Form 4 filing reporting the grant of an RSU award for Mr. Meyers due to an administrative oversight.

TABLE OF CONTENTS
[MISSING IMAGE: tm223387d2-hd_whtbgslpn.jpg]
Equinix 2022 PROXY STATEMENT
Governance
26
Sustainability
FUTURE FIRST
Global Sustainability at Equinix
Our commitment to sustainability is driven by our resolve to do the right thing, measure and report transparently, and lead with ethics and integrity. We believe in the future of possibility — a future where our planet is healthy, our global communities thrive and every business leads with integrity. This vision of tomorrow comes first in all we do.
Our Approach
The Environment, Social and Governance (“ESG”) initiatives comprising our Future First strategy focus on the material issues that have the greatest impact on our stakeholders and our business. We’ve continued to progress on our sustainability goals and look to build a business that reflects our purpose to bring the world together on our platform to create the innovations that will enrich our work, life and planet. You can read more about these initiatives in our annual Sustainability Report(1).
ENVIRONMENT
Equinix is committed to preserving our collective future and tackling pressing environmental challenges to ensure the sustainability and resiliency of our business, communities, and global society. Equinix is advancing a bold environmental agenda by:
Addressing Climate Change Through our Targets

Equinix set Science-Based Targets to reduce Scope 1 and 2 carbon emissions by 2030 and influence our suppliers in our Scope 3 by 2025. Equinix also committed to becoming climate neutral across our global operations by 2030.

Equinix has allocated funds to deliver sustainable outcomes across our business, and is leveraging green finance to propel our investments in greening our footprint.
Scaling Renewable Energy Purchasing

Equinix is committed to reaching our goal of 100% clean and renewable energy usage across our global portfolio by 2030. In 2021, Equinix reached 95% renewable energy coverage for its global operations.
Designing for the Environment and Driving Innovation

Equinix is designing, building and operating sustainable data centers planned holistically with the intent to reduce our consumption of all resources. Equinix plans to continue to work to reduce our global annual average operational power usage effectiveness (“PUE”) each year.

We are leveraging technology and innovation to encourage commercialization of solutions that aim to enable the “Data Center of the Future” for both ourselves and our industry. In 2022, Equinix launched the Co-Innovation Facility with partners to test sustainable data center innovations.
Advocating for Change and Inspiring Others

Equinix has partnered with like-minded organizations to advance environmental and climate change policies and accelerate action and innovation on key priorities such as renewable energy.
[MISSING IMAGE: tm223387d1-pc_diversitypn.jpg]
1
The Sustainability Report is referenced for information only and not incorporated by reference in this proxy statement.

TABLE OF CONTENTS
[MISSING IMAGE: tm223387d2-hd_whtbgslpn.jpg]
Equinix 2022 PROXY STATEMENT
Governance
27
SOCIAL
Equinix is working to pave the way to a better future where our employees of all backgrounds, our customers’ diverse businesses and the unique and complex communities around us can thrive. We have uniquely positioned Diversity, Inclusion & Belonging (“DIB”), Community Impact and Well-being to intersect and meet the wide-ranging needs of our stakeholders. Equinix is doing more to unleash potential by:
Building a Diverse and Inclusive Culture

Equinix is embedding DIB into our business and empowering leaders at all levels to create outstanding teams where employees are doing the best work of their lives. Equinix strives to be a company where every employee can say “I’m safe, I belong, and I matter.”

We are creating new recruiting channels and on-ramps to connect historically underrepresented communities to meaningful opportunities at Equinix. We have continued to improve our gender diversity globally and racial diversity in the U.S.
Supporting the Physical, Mental and Emotional Well-being of All Our Employees

We provide opportunities to help employees along their journeys toward achieving optimum health and lifelong wellness. Our well-being program now includes a variety of classes, global challenges, guest speakers, education and information sessions and special events.

Equinix is working to bring consistency to global benefits and standards that impact the health, safety and environments of our workers. In 2021, we further standardized benefits information, content architecture and frameworks to provide consistent HR materials and resources for our global operations.
Connecting the Communities We Inhabit to the Opportunities of the Digital World

We have partnered with organizations to advance digital inclusion in areas of need and support employee-led service and giving centered around digital access and inclusion.

Equinix is creating new employment opportunities in the digital economy through workforce development. For example, Equinix has teamed up with the Northern Virginia Community College to create the Equinix Digital Infrastructure Scholarship Program which aims to provide students with financial support, mentorship, a paid internship and increased access to Equinix job opportunities.
GOVERNANCE
Good corporate governance, from strong management and oversight to advocacy and collaboration, is not just a competitive advantage, but a key driver of Equinix’s culture of trust—one that is built with our customers, suppliers and employees. We are doing what’s right to lead the way by:
Driving Global Responsibility Through a Foundation of Unwavering Values and Ethical Practices

Led by our chief compliance officer, we regularly assess the effectiveness of our Ethics and Compliance Program to ensure we are meeting the highest standards of integrity.

We require regular compliance trainings for all Equinix employees on how to uphold Equinix’s ethical standards in their day-to-day decision-making and actions on behalf of our company. As of 2021, Equinix has achieved eight years of 100% completion for ethics and compliance trainings.

Equinix’s Nominating and Governance Committee is responsible for ESG oversight and regularly reviews strategies, policies, performance, and reporting related to the program. In 2021, the Nominating and Governance Committee updated its charter to formalize its oversight of ESG topics including climate change.
Conducting Our Business With Honesty, Integrity, Transparency, and the Highest Standards of Excellence

Cultivating a responsible, inclusive and reliable supply chain is a priority for Equinix. In 2021, we hired a supplier sustainability and diversity lead to deepen our engagement with critical suppliers and ensure that they are aligned with our ESG values.

TABLE OF CONTENTS
[MISSING IMAGE: tm223387d2-hd_whtbgslpn.jpg]
Equinix 2022 PROXY STATEMENT
Governance
28

Equinix’s Enterprise Risk Management (“ERM”) program uses best practices to drive the identification, assessment, management, monitoring and reporting of key business risks, including ESG risks. In 2021, we initiated a TCFD-aligned climate risk analysis to build a more holistic approach to our processes.

Equinix’s global information security officer, in partnership with our privacy officer, are leading our ongoing efforts to comply with evolving laws, improve our resilience, build our capabilities, and cultivate a culture of agility, speed and focus on the customer and user experience.
Advancing Progress on Key Public Policy Priorities

Equinix actively engages to advance progress on our key public policy priorities: increasing access to clean energy, improving resilience in the energy sector and enabling a more connected and secure world.

Equinix issues a Political Contributions Report on a semi-annual basis to disclose the details of any contributions in addition to following the requirements of the Lobby Disclosure Act.
We regularly evaluate our ESG programs to increase the value they bring to our changing world. At Equinix, we are working to embed sustainability throughout our business, and our definition of success includes steadfastly adhering to best-in-class ESG practices. We are committed to transparently communicating our strategy, the impact of our operations and progress toward our goals.

TABLE OF CONTENTS
[MISSING IMAGE: tm223387d2-hd_whtbgslpn.jpg]
Equinix 2022 PROXY STATEMENT
Governance
29
Executive officers
The following are our executive officers (as defined by applicable securities laws), their ages as of Apr. 1, 2022, their positions and offices held with Equinix, and certain biographical information. All serve at the discretion of the Board.
[MISSING IMAGE: ph_mikecampbell-4c.jpg]
Mike Campbell
Chief Sales Officer (since 2016)
Age 56
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)
[MISSING IMAGE: ph_jonlin-4c.jpg]
Jon Lin
EVP & GM, Data Center Services & Interim President, Equinix Americas (since 2021)
Age 45
PRIOR BUSINESS EXPERIENCE

Various management positions, most recently as President, Americas, Equinix (2009-2021)

Director of Advanced Solutions Group, Tata Communications (2006-2009)

Various positions, most recently as senior strategist of security products, Verizon Business (2002-2006)
[MISSING IMAGE: ph_charlesmeyers-4c.jpg]
Charles Meyers
Chief Executive Officer and President (since 2018)
Age 56
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)
[MISSING IMAGE: ph_brandigalvin-4c.jpg]
Brandi Galvin Morandi
Chief Legal and Human Resources Officer and Corporate Secretary (since 2019)
Age 49
PRIOR BUSINESS EXPERIENCE

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

Corporate attorney, Gunderson Dettmer (1997-2003)
[MISSING IMAGE: ph_karlstrohmeyer-4c.jpg]
Karl Strohmeyer
Chief Customer and Revenue Officer (since 2019)
Age 50
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)
[MISSING IMAGE: ph_keithtaylor-4c.jpg]
Keith Taylor
Chief Financial Officer (since 2005)
Age 60
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)

TABLE OF CONTENTS
[MISSING IMAGE: tm223387d2-hd_redbgslpn.jpg]
Equinix 2022 PROXY STATEMENT
Compensation
30
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 2021 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 Talent, Culture and 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 Talent, Culture and Compensation Committee will evaluate whether any actions are necessary to address those concerns when making future executive compensation decisions.
[MISSING IMAGE: tm223387d2-icon_forpn.gif]
The Board unanimously recommends a vote FOR proposal 2.

TABLE OF CONTENTS
[MISSING IMAGE: tm223387d2-hd_whtbgslpn.jpg]
Equinix 2022 PROXY STATEMENT
Compensation
31
Compensation roadmap
[MISSING IMAGE: ic_executive-pms.gif]
I.
How did we perform and what are
our practices?
COMPENSATION DISCUSSION
AND ANALYSIS
31
31
32
36
38
43
43
[MISSING IMAGE: ic_ceonew-pms.gif]
II.
How were our CEO and
NEOs compensated?
44
44
46
48
51
51
51
54
[MISSING IMAGE: ic_policiescomp-pms.gif]
III.
What are our policies
and compliance?
55
56
57
58
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 2021,
as well as the other individuals included in the 2021 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(1) Former Chief Product Officer
Mike Campbell Chief Sales Officer
Brandi Galvin Morandi Chief Legal and Human Resources Officer and Corporate Secretary
Karl Strohmeyer Chief Customer and Revenue Officer
(1)
In Sept. 2021, Equinix entered into a retention and separation agreement with Sara Baack, chief product officer of the company. Pursuant to the terms of that retention and separation agreement, Ms. Baack transitioned from her role of executive officer and chief product officer as of Sept. 24, 2021. Ms. Baack continued to serve in an advisory capacity to Equinix’s chief executive officer until Mar. 2022, but has since left Equinix. Ms. Baack is included in this CD&A as a named executive officer as required by Regulation S-K, Item 402.

TABLE OF CONTENTS
[MISSING IMAGE: tm223387d2-hd_whtbgslpn.jpg]
Equinix 2022 PROXY STATEMENT
Compensation
32
EXECUTIVE SUMMARY
2021 Compensation Summary

Despite the ongoing 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, only one named executive officer received an increase in cash compensation for 2021. Ms. Morandi’s salary was increased by 3.3%, and her annual target bonus was increased from 90% to 100%. The base salaries and the annual target bonus for the other named executive officers did not change from 2020 to 2021.

Based on our strong performance in 2021, executives received 100% of their annual target bonuses for 2021. 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 2021 annual incentive plan at 110% for all employees, the named executive officers and other members of the executive team were 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”). Our strong performance in 2021 resulted in 115% achievement under the performance RSUs based on revenue and AFFO/Share for the named executive officers. In addition, the outperformance of our stock over 2019 – 2021 versus the Russell 1000 resulted in a payout of 177.14% of the target number of shares for the named executive officers under their TSR awards.

We received over 78% 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). We conducted targeted stockholder outreach to discuss investor concerns regarding our pay programs and practices.

In late 2021 we conducted outreach to our top holders to discuss our compensation program, corporate governance, ESG and other topics. Feedback was considered in designing our 2022 program.
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 2021, 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. 2021 as illustrated in the graphics below.

TABLE OF CONTENTS
[MISSING IMAGE: tm223387d2-hd_whtbgslpn.jpg]
Equinix 2022 PROXY STATEMENT
Compensation
33
[MISSING IMAGE: tm223387d1-pc_ceoneopn.jpg]
(1)
Reflects the market value of the RSU awards on the grant date of Feb. 18, 2021. Assumes the target award is earned under the 2021 annual incentive plan and the target number of shares is earned under the performance-based RSU awards.
For 2021, approximately 58% of total compensation (assuming the target long-term incentive award amounts were earned) for our named executive officers was performance-based. The annual incentive compensation 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 was mitigated by using TSR as an additional metric for our long-term incentives.
The performance periods and vesting periods of our 2021 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 shareholder return after end of three-year performance period

TABLE OF CONTENTS
[MISSING IMAGE: tm223387d2-hd_whtbgslpn.jpg]
Equinix 2022 PROXY STATEMENT
Compensation
34
2021 Business Results
Despite the ongoing COVID-19 pandemic, Equinix’s financial results were not materially affected in 2021, and the business performed well. 2021 was our 19th year of consecutive quarterly revenue growth. For the full year of 2021, we delivered revenue growth of 11% and AFFO growth of 12%, on an as-reported basis, over strong 2020 results. On a normalized and constant currency basis, our revenue growth was 8% and our AFFO growth was 10%. Our AFFO/Share was $27.11 per share, a 9% increase over the previous year on both an as-reported and normalized and constant currency
basis. While these results funded the 2021 annual incentive plan at 110% for all employees, the named executive officers and other members of the executive team were capped at 100% of their target opportunity. For the named executive officers, our performance in 2021 also resulted in 115% achievement under the performance RSUs based on revenue and AFFO/Share achievement and our TSR compared to the Russell 1000 over 2019-2021 resulted in a payout of 177.14% of target shares under the performance RSUs based on TSR.
[MISSING IMAGE: tm223387d1-bc_perfnonopn.jpg]
(1)
For a reconciliation of GAAP to non-GAAP financial measures, please refer to pages 64-68 of our Annual Report on Form 10-K filed with the Securities Exchange Commission on Feb. 18, 2022.
(2)
Stock price performance from Jan. 2, 2019 to Dec. 31, 2021.

TABLE OF CONTENTS
[MISSING IMAGE: tm223387d2-hd_whtbgslpn.jpg]
Equinix 2022 PROXY STATEMENT
Compensation
35
Governance Policies and Practices
Our executive compensation philosophy is complemented by the following governance best practices:
WHAT WE DO

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 do not count unearned performance awards or unvested awards towards these guidelines.

The Talent, Culture and Compensation Committee is comprised solely of independent members of our Board.

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

The Talent, Culture and Compensation Committee reviews tally sheets when making executive compensation decisions.

In March 2022, we conducted a risk assessment of our compensation programs and presented the results to the Talent, Culture and Compensation Committee. The Talent, Culture and 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.
WHAT WE DON'T DO

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 pension plans, nonqualified deferred compensation plans or other executive retirement benefits.

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 Talent, Culture and Compensation Committee on a case-by-case basis.

TABLE OF CONTENTS
[MISSING IMAGE: tm223387d2-hd_whtbgslpn.jpg]
Equinix 2022 PROXY STATEMENT
Compensation
36
Results of 2021 Say on Pay Vote
In 2021, we held our annual stockholder advisory vote on the compensation of the named executive officers (“Say on Pay”). The proposal received significant stockholder support, with over 78% voting in favor of our program (based on shares represented in person or by proxy at the meeting and voted on the matter).
In the fourth quarter of 2021, we reached out to our top 25 stockholders, representing over 55% of our outstanding shares, as part of our annual outreach effort. Because stockholder support for Say on Pay was less than in prior years, as we engaged with stockholders during the meetings that resulted, we were interested in hearing feedback regarding our executive compensation program. In certain instances, this feedback led to candid discussions as to why one-time special grants in 2020 were considered appropriate by the Talent, Culture and Compensation Committee; the makeup of the peer group of companies we use for our benchmarking analysis, as while we are a REIT we compete with technology companies for talent; and what we feel to be the appropriateness of one-year performance terms given the dynamic space in which we operate and the recurring revenue nature of our business. We also heard feedback regarding a lack of diversity in our metrics across incentive awards, along with recommendations to add ESG metrics to incentive awards, and we believe that changes to our executive compensation program design for 2022 as described below are responsive to such feedback.
We expect to continue to engage with stockholders and answer questions regarding our executive compensation program and take comments and recommendations to our Talent, Culture and Compensation Committee as appropriate on an annual basis.
2022 EXECUTIVE COMPENSATION PROGRAM CHANGES
The Talent, Culture and Compensation Committee annually reviews our compensation program to ensure it appropriately evolves with industry best practices and meets the needs of the company. In Feb. 2022, the Talent, Culture and Compensation Committee approved certain changes to the executive compensation program including implementing a modifier to annual incentives for senior leaders at the VP level and above. The modifier will be based on achievement of digital service revenue and attainment of ESG objectives. These ESG objectives include Equinix’s progress across the areas of climate targets, energy efficiency, and electric vehicles, and progress on increasing racial and gender diversity across the company. In addition, a revenue performance metric related to the Company’s digital services business was added to executives’ performance RSU awards. Equinix believes these compensation program changes will support and align our executive compensation with Equinix’s current priorities and business strategy.
The changes also have the benefit of creating more diversity in our performance metrics across awards. These compensation program updates became effective in 2022 and will be further detailed in our 2023 Annual Proxy Statement.
2021 EXECUTIVE COMPENSATION PROGRAM
2021 Program Philosophy and Objectives
Our executive compensation philosophy for 2021 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.
2021 Pay Positioning
While the Talent, Culture and Compensation Committee reviews the market data in determining compensation, it does not specifically target a certain percentile of the market for overall compensation or for any particular element of compensation. Instead, it considers 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, the company seeks 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, the Talent, Culture and Compensation Committee considers 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

TABLE OF CONTENTS
[MISSING IMAGE: tm223387d2-hd_whtbgslpn.jpg]
Equinix 2022 PROXY STATEMENT
Compensation
37

Internal parity between executives based on their contributions
The Talent, Culture and 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 May 2020, with the assistance of Compensia, a list of peer group companies was selected after considering various alternatives to establish the competitive market for the 2021 compensation of our named executive officers. In developing the peer group, the Talent, Culture and Compensation Committee decided to retain its prior approach to peer group selection and oriented the peer group more toward technology companies with similar financial characteristics (to reflect Equinix’s competitive market for talent) but included some targeted REITs to provide a more balanced market
perspective. Additionally, there was a focus on adding high-growth platform companies to the peer group that are likely to stay in the peer group over time. Having revenues from outside of the U.S. was also considered as a secondary metric. For 2021, the Talent, Culture and Compensation Committee decided to keep the number of peer companies at 20, but certain changes were made to the mix of companies. 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 targeted 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 Talent, Culture and Compensation Committee’s 2021 compensation review and decisions, our peer group consisted of the following 20 companies:

Activision Blizzard

Cerner

Intuit

SBA Communications

Adobe Systems

Citrix Systems

Ebay

ServiceNow

Akamai Technologies

Crown Castle Intl.

Prologis

Splunk

American Tower

Digital Realty Trust

Public Storage

Synopsys

Autodesk

Electronic Arts

Salesforce.com

VMware
In 2020, we also participated in the AON/Radford High Technology compensation survey and used market data from a subset of the survey to support benchmarking for our executive positions for 2021 compensation decisions.
2021 Compensation-Setting Process and Decisions
The Talent, Culture and 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 Talent, Culture and 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 chairperson of the Talent, Culture and Compensation Committee 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 Talent, Culture and 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 Talent, Culture and Compensation Committee meets to evaluate, discuss and modify or approve these recommendations based on its own judgment. For 2021, based on the recommendations of the chairperson of the Talent, Culture and Compensation Committee, the Talent, Culture and Compensation Committee conducted a similar evaluation for Mr. Meyers as the chief executive officer, and approved his compensation elements for 2021.
Members of management support the Talent, Culture and 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 Talent, Culture and Compensation Committee’s responsibility. In addition, the Talent, Culture and 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 Talent, Culture and Compensation Committee has engaged the services of Compensia as its independent

TABLE OF CONTENTS
[MISSING IMAGE: tm223387d2-hd_whtbgslpn.jpg]
Equinix 2022 PROXY STATEMENT
Compensation
38
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 Talent, Culture and Compensation Committee meetings and reviews and provides input on agendas and compensation proposals and recommendations brought before the Talent, Culture and Compensation Committee for review and approval, but is not present during any discussion of his own compensation.
In connection with the 2021 compensation decisions, in Sept. 2020, Compensia presented to the Talent, Culture and Compensation Committee a detailed executive compensation analysis, assessing Equinix’s current executive pay and financial performance as compared to the company’s peer group. For our executive officers, including the named executive officers, Compensia 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 provide a framework and guide for making individual compensation decisions. Compensia also presented to the Talent, Culture and 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. 2020, Compensia provided the Talent, Culture and Compensation Committee with “tally sheets” outlining the total dollar compensation paid to each named executive officer in 2017-2020, including base salary, annual incentive compensation, long-term equity
compensation and other compensation. The Talent, Culture and 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. 2021, the Talent, Culture and Compensation Committee considered the 2021 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 Talent, Culture and Compensation Committee on an ongoing basis, and a representative from the firm attends most Talent, Culture and Compensation Committee meetings. In 2021, Compensia performed its annual market review of executive pay practices, as discussed above, and director compensation. Compensia also provides routine updates to the Talent, Culture and Compensation Committee regarding legal and regulatory trends. In 2021, Compensia also provided the Talent, Culture and Compensation Committee with modeling and recommendations for Equinix’s equity program. The Talent, Culture and Compensation Committee has assessed the independence of Compensia pursuant to Securities and Exchange Commission rules and concluded that Compensia’s work for the Talent, Culture and Compensation Committee does not raise a conflict of interest and that Comensia is independent under such standards.
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. 2021, based on the executive compensation assessment from Sept. 2020 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 Talent, Culture and Compensation Committee did not increase the salary of any of the named executive officers, except with respect to Ms. Morandi, who received a 3.3% increase based on changes in the competitive market compensation data for her role. The following salaries were effective Jan. 1, 2021 (percentage increases are rounded to the nearest whole percentage point).
Name
2020 Salary
2021 Salary
Increase
Charles Meyers $ 1,050,000 $ 1,050,000 0%
Keith Taylor $ 680,000 $ 680,000 0%
Sara Baack(1) $ 500,000 $ 500,000 0%
Mike Campbell $ 527,000 $ 527,000 0%
Brandi Galvin Morandi $ 600,000 $ 620,000 3.3%
Karl Strohmeyer $ 635,000 $ 635,000 0%
(1)
In Sept. 2021, Equinix entered into a retention and separation agreement with Sara Baack, chief product officer of the Company. Pursuant to the terms of that retention and separation agreement, Ms. Baack transitioned from her role of executive

TABLE OF CONTENTS
[MISSING IMAGE: tm223387d2-hd_whtbgslpn.jpg]
Equinix 2022 PROXY STATEMENT
Compensation
39
officer and chief product officer as of Sept. 24, 2021. Ms. Baack continued to serve in an advisory capacity to Equinix’s chief executive officer until March 2022, but has since left Equinix. Ms. Baack is included in this CD&A as a named executive officer as required by Regulation S-K, Item 402.
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 Talent, Culture and Compensation Committee retains discretion to adjust payouts based on its assessment of such additional factors, including qualitative factors, if any, that the Talent, Culture and 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. 2021, the Talent, Culture and Compensation Committee adopted the 2021 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. Making the payment in fully vested RSUs 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 2021 annual incentive plan, the Talent, Culture and 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 2021 annual operating plan approved by the Board. 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 2021, no changes were made to the annual target bonus opportunity for the named executive officers, except with respect to Ms. Morandi, whose target bonus was increased from 90% in 2020 to 100% in 2021 based on changes in the competitive market compensation data for her role.
The revenue goal seeks to 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 2021 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 2021 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. The payout for each named executive officer under the 2021 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 2021 annual incentive plan was adjusted for fluctuations in foreign currencies against the foreign currency rates used in the 2021 budget plan and hedging activity. Other adjustments included lease conversion impacts, capital market activities, the exclusion of the GPX acquisition that closed after May 31, 2021, and other normalizing items not contemplated by Equinix at the time the performance goals were established. All adjustments were authorized under the 2021 annual incentive plan. Based on the comparison of the targets to the adjusted results below, Equinix funded the 2021 annual incentive plan at 110% for all employees, while capping the named executive officers and members of the executive team at 100% of their target opportunity.
Metric