tm231819-1_nonfiling - none

Charles Meyers

Chief Executive Officer and President

Keith Taylor

Chief Financial Officer

Scott Crenshaw(1)

EVP and GM, Digital Services

Brandi Galvin Morandi

Chief Legal and Human Resources Officer and Corporate Secretary

Karl Strohmeyer

Chief Customer and Revenue Officer

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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549

SCHEDULE 14A

(Rule 14a-101)

INFORMATION REQUIRED IN PROXY STATEMENT

SCHEDULE 14A INFORMATION

Proxy Statement Pursuant to Section 14(a) of
the Securities Exchange Act of 1934 (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.

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TABLE OF CONTENTS

Equinix 2023 PROXY STATEMENT

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”). This year’s meeting will be held exclusively online; we are not holding an in-person meeting. The Annual Meeting will be held on Thursday, May 25, 2023, at 10:00 a.m. PDT, and log-in will begin at 9:45 a.m. PDT. 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.virtualshareholdermeeting.com/EQIX2023

To participate in the virtual meeting, you will need the 16-digit control number included on your Notice of Internet Availability of Proxy Materials, proxy card, or voting instruction form. Please refer to the “Attending the Meeting” section of the proxy statement for more details about attending the Annual Meeting online. Beneficial stockholders who did not receive a 16-digit control number from their bank or brokerage firm, who wish to attend the meeting, should follow the instructions from their bank or brokerage firm, including any requirement to obtain a legal proxy. Most brokerage firms or banks allow a stockholder to obtain a legal proxy either online or by mail.

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.

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

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

•

Charles Meyers

•

Thomas Olinger

•

Christopher Paisley

•

Jeetu Patel

•

Sandra Rivera

•

Fidelma Russo

•

Peter Van Camp

FOR
each nominee

Approval, by a non-binding advisory vote, of the compensation of our named executive officers

FOR

Approval, by a non-binding advisory vote, of the frequency with which our stockholders will vote on the compensation of our named executive officers

FOR ONE YEAR

Ratification of the appointment of PricewaterhouseCoopers LLP as our independent registered public accounting firm for the fiscal year ending Dec. 31, 2023

FOR

A stockholder proposal related to shareholder ratification of termination pay

AGAINST





	TO BE HELD Thursday, May 25, 2023 10:00 a.m. PDT
	VIRTUAL MEETING www.virtualshareholder meeting.com/EQIX2023
	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 Mar. 30, 2023 are entitled to notice of, and to vote at, the Annual Meeting and at any adjournments or postponements thereof.

BY ORDER OF THE BOARD OF DIRECTORS,

Peter Van Camp
Executive Chairman
Redwood City, California
Apr. 14, 2023

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Equinix 2023 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.

Important notice regarding the availability of proxy materials for the Annual Meeting to be held on May 25, 2023. The proxy statement and annual report to stockholders on Form 10-K are available at: https://investor.equinix.com/news-events/annual-meeting-of-stockholders

	Voluntary E-Delivery of Proxy Materials
	We encourage our stockholders to enroll in electronic delivery of proxy materials.
	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.
	Visit proxyvote.com to vote your shares and, when prompted, indicate that you agree to receive or access proxy materials electronically in future years.

TABLE OF CONTENTS

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
	PROPOSAL 1—Election of directors					7
	Board composition					12
	Board operations					16
	Other governance policies and practices					21
	2022 director compensation					22
	Equinix stock ownership					24
	Related-party transactions					25
	Sustainability					27
	Executive officers					30
	COMPENSATION					32
	PROPOSAL 2—Advisory non-binding vote on executive compensation					32
	PROPOSAL 3—Advisory non-binding vote on frequency of executive compensation vote					33
	Compensation roadmap					34
	Compensation discussion and analysis					34
	Talent, Culture and Compensation Committee Report					46
	Executive compensation tables and related information					47

	Compensation policies and practices risk assessment					56
	Talent, Culture and Compensation Committee interlocks and insider participation					57
	Equity compensation plan information					58
	CEO to median employee pay ratio					59
	Pay vs. performance					60
	AUDIT					66
	PROPOSAL 4—Ratification of independent registered public accountants					66
	Report of the Audit Committee of the Board of Directors					67
	STOCKHOLDER PROPOSAL					68
	PROPOSAL 5—Stockholder proposal, related to shareholder ratification of termination pay					68
	Equinix opposition statement					69
	ADDITIONAL INFORMATION					72
	Voting information and attending the meeting					72
	Delivery of documents to stockholders sharing an address					76
	Stockholder proposals for 2024 annual meeting					76
	Other matters					77

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Equinix 2023 PROXY STATEMENT

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


WHEN Thursday, May 25, 2023 10:00 a.m. PDT	VIRTUAL LOCATION Visit: www.virtualshareholdermeeting.com/EQIX2023	RECORD DATE Mar. 30, 2023

	CORPORATE INFORMATION
	Stock Symbol EQIX			Registrar & Transfer Agent Computershare
	Stock Exchange NASDAQ			State of Incorporation Delaware
	Common Stock Outstanding As of Mar. 30, 2023 93,514,672 shares			Year of Incorporation 1998 Public Company Since 2000

	EQUINIX WEBSITES
	CORPORATE WEBSITE Equinix.com
	INVESTOR RELATIONS investor.equinix.com
	2023 ANNUAL MEETING MATERIALS https://investor.equinix.com/news-events/annual-meeting-of-stockholders
	PUBLIC POLICY ACTIVITIES https://investor.equinix.com/board-governance/public-policy-activities

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Equinix 2023 PROXY STATEMENT

Proxy Summary

Voting

Have your proxy card or voting instruction form in hand when voting by telephone or online. You will need to enter the unique 16-digit 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)
BY MOBILE DEVICE		Scan the QR code if one is provided by your broker, bank or other nominee
BY INTERNET	Vote your shares online 24/7 at proxyvote.com	Vote your shares online 24/7 if a website is provided by your broker, bank or other nominee
BY TELEPHONE	Call toll-free 24/7 in the U.S., U.S. territories and Canada 1-800-690-6903	Call the toll-free number provided on your voting information form, 24/7
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		FOR each nominee	7
2	COMPENSATION: Advisory vote to approve named executive officer compensation		FOR	32
3	COMPENSATION: Advisory vote to approve the frequency of the executive compensation vote		FOR one year	33
4	AUDIT: Ratification of independent registered public accountants		FOR	66
5	STOCKHOLDER PROPOSAL: Stockholder proposal related to shareholder ratification of termination pay		AGAINST	68

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Equinix 2023 PROXY STATEMENT

Proxy Summary

Governance

Our Board of Director Nominees: 11

Nanci Caldwell, age 65

Charles Meyers, age 57

Sandra Rivera, age 58

(Independent Director)

(Chief Executive Officer and President)

(Independent Director)

[MISSING IMAGE: ph_nancicaldwellbg-4c.gif]

Since: 2015

COMMITTEES:

•

Nominating and Governance

•

Talent, Culture and Compensation

[MISSING IMAGE: ph_charlesmeyersbg-4c.gif]

Since: 2018

COMMITTEE:

•

Stock Award

[MISSING IMAGE: ph_sandrariverabg-4c.gif]

Since: 2019

COMMITTEE:

•

Talent, Culture and Compensation

Adaire Fox-Martin, age 58

Thomas Olinger, age 56

Fidelma Russo, age 60

(Independent Director)

[MISSING IMAGE: ph_adairefoxmarbg-4c.gif]

Since: 2020

COMMITTEE:

•

Nominating and Governance

[MISSING IMAGE: ph_tomolingerdarkbg-4c.gif]

Since: 2023

COMMITTEES:

•

Audit

•

Finance

•

Real Estate

[MISSING IMAGE: ph_fidelmarussobg-4c.gif]

Since: 2022

COMMITTEE:

•

Audit

Ron Guerrier, age 48

Christopher Paisley, age 70

Peter Van Camp, age 67

(Independent Director)

(Lead Independent Director)

(Executive Chairman)

[MISSING IMAGE: ph_ronguerrierbg-4c.gif]

Since: 2021

COMMITTEE:

•

Nominating and Governance

[MISSING IMAGE: ph_chrispaisleydarkbg-4c.gif]

Since: 2007

COMMITTEES:

•

Audit

•

Finance

•

Real Estate

[MISSING IMAGE: ph_petervancampbg-4c.gif]

Since: 2021

Gary Hromadko, age 70

Jeetu Patel, age 51

(Independent Director)

[MISSING IMAGE: ph_garyhromadkobg-4c.gif]

Since: 2003

COMMITTEES:

•

Audit

•

Finance

•

Real Estate

Since: 2022

COMMITTEE:

•

Nominating and Governance (until Annual Meeting)

•

Talent Culture and Compensation (post Annual Meeting)

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Equinix 2023 PROXY STATEMENT

Proxy Summary

Diversity and Engagement

9.67 YEARS

Average Tenure of Board Nominees

•

3 new members added in past 12 months

•

3 out of 4 newest members
self-identify as female and/or racially/ethnically diverse

Board Meetings in 2022

88%

Average Attendance at
Board and Committee
Meetings

Board
Committees

•

Audit

•

Finance

•

Nominating and
Governance

•

Real Estate

•

Talent, Culture and
Compensation

2022
Meetings

Corporate Governance Best Practices

1 YEAR

Director Term

Majority

Director
Election
Standard

Supermajority
Voting
Requirements

Stockholder
Rights Plan

Stockholders

Right to Call

Special Meetings

Stockholders

Right to Act

by Written Consent

Stockholders

Proxy Access
Rights

[MISSING IMAGE: ic_governanceqrcode-bw.gif]

Corporate

Governance
Materials

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Equinix 2023 PROXY STATEMENT

Proxy Summary

Corporate Responsibility

100%

Clean and
Renewable Energy
Usage Target by
2030

Nominating and Governance
Committee
Oversight of Environmental,
Social and
Governance (“ESG”)
Initiatives

CEO Focus
on Diversity,
Inclusion
and Belonging
Initiatives

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

Percentage 2022 Executive Incentive Compensation Performance Based: 100% of Annual and 60% of Long Term

ESG Metrics Used for 2022 Incentive Compensation

No Tax Gross-Ups on Compensation

Stock Ownership Guidelines

Policy Prohibiting Hedging

Recoupment Policy

183:1

CEO Pay Ratio for 2022

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Equinix 2023 PROXY STATEMENT

Proxy Summary

Company Performance Underlying Incentive Awards

(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 62-66 of Equinix’s Annual Report on Form 10-K filed with the Securities and Exchange Commission (“SEC”) on Feb. 17, 2023.

(2)

Stock price performance from Jan. 2, 2020 to Dec. 30, 2022.

2022 Executive Compensation Mix

(1)

Reflects the market value of the RSU awards on the grant date of Feb. 23, 2022. Assumes the target award is earned under the 2022 annual incentive plan and the target number of shares is earned under the performance-based RSU awards.

(2)

Excludes Mr. Meyers and Mr. Crenshaw, who commenced work in August 2022.

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Equinix 2023 PROXY STATEMENT

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 11 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 2022 annual stockholders’ meeting with the exception of Mr. Patel and Ms. Russo, who were elected in June 2022, and Mr. Olinger, who was elected in

Jan. 2023. Our current Board member, Irving Lyons, is not standing for reelection to the Board. 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 11 directors who are being nominated for election by the holders of common stock to the Board; their ages as of Mar. 30, 2023; 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.

The Board recommends that you vote “FOR” the election of each of the following nominees.

Nanci Caldwell

Independent Director / Since December 2015

AGE: 65

COMMITTEES:

•

Nominating and Governance [MISSING IMAGE: ic_chair-pn.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

•

Procore Technologies, Inc.

PAST PUBLIC COMPANY BOARDS

•

Talend

•

Tibco Software

•

Deltek

•

Donnelley Financial Solutions

•

Citrix Systems

SKILLS & EXPERTISE

•

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

•

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

•

Global experience as an executive at multinational corporations

•

Experience with public company M&A

•

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

•

Significant public company board experience across numerous boards

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Equinix 2023 PROXY STATEMENT

Governance

Adaire Fox-Martin

Independent Director / Since January 2020

[MISSING IMAGE: ph_adairefoxmarbg-4c.jpg]

AGE: 58

COMMITTEE:

•

Nominating and Governance

CURRENT ROLE

•

President, Google Cloud Go-to-Market (since 2023) and Head of Google Ireland (since 2021)

PRIOR BUSINESS EXPERIENCE

•

EMEA Cloud President, Google Cloud International (2021-2022)

•

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

AGE: 48

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

Gary Hromadko

Independent Director / Since June 2003

AGE: 70

COMMITTEES:

•Audit

•

Finance

•

Real Estate [MISSING IMAGE: ic_chair-pn.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

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Equinix 2023 PROXY STATEMENT

Governance

Charles Meyers

Director / Since 2018

AGE: 57

COMMITTEE:

•

Stock Award

CURRENT ROLE

•

Chief executive officer and president, Equinix (since 2018)

PRIOR BUSINESS EXPERIENCE

•

President, strategy, services and innovation, Equinix (2017-2018)

•

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

Thomas Olinger

Independent Director / Since January 2023

[MISSING IMAGE: ph_tomolingerdarkbg-4c.jpg]

AGE: 56

COMMITTEES:

• Audit

•

Finance

•

Real Estate

CURRENT ROLE

•

Corporate director (since 2011)

PRIOR BUSINESS EXPERIENCE

•

Chief financial officer, Prologis (2012−2022)

•

Chief integration officer, Prologis (2011-2012)

•

Chief financial officer, AMB (2007-2011) now a part of Prologis

•

Vice president, corporate controller, Oracle (2002-2007)

•

Audit partner, Arthur Anderson & Co. (1988-2002)

CURRENT PUBLIC COMPANY BOARDS
(in addition to Equinix)

•

American Assets Trust

SKILLS & EXPERTISE

•

Executive leadership skills gained as an operating executive at public companies, including as chief financial officer of Prologis

•

Global experience as an executive at a multinational corporation

•

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

•

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

•

Experience with public company M&A

•

ESG experience through the oversight of financial and tax structuring efforts related to environmental sustainability transactions, and through the issuance and sale of green bonds, while chief financial officer of Prologis

•

Extensive finance and accounting expertise as a former chief financial officer, controller and audit partner

•

Risk management experience from prior operating roles

•

Public company board experience, including on another publicly listed REIT

TABLE OF CONTENTS

Equinix 2023 PROXY STATEMENT

Governance

Christopher Paisley

Independent Director / Since July 2007 (and Lead
Independent Director since Feb. 2012)

[MISSING IMAGE: ph_chrispaisleydarkbg-4c.jpg]

AGE: 70

COMMITTEES:

• Audit

•

Finance

•

Real Estate

CURRENT ROLE

•

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

PRIOR BUSINESS EXPERIENCE

•

Chief financial officer, Enterprise 4.0 Technology Acquisition Corporation (since 2021−2023)

•

Senior vice president of finance and chief financial officer, 3Com (1985−2000)

CURRENT PUBLIC COMPANY BOARDS
(in addition to Equinix)

•

Ambarella

•

Fastly

PAST PUBLIC COMPANY BOARDS

•

Enterprise 4.0 Technology Acquisition Corporation

•

Fitbit

•

Fortinet

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

Jeetu Patel

Independent Director / Since June 2022

AGE: 51

COMMITTEE:

•

Nominating and Governance(1)

CURRENT ROLE

•

Executive vice president and general manager of security and collaboration, Cisco (since 2021)

PRIOR BUSINESS EXPERIENCE

•

Senior vice president and general manager of security and collaboration, Cisco (2020-2021)

•

Chief product officer and chief strategy officer, Box (2017-2020)

•

Senior vice president of platform and chief strategy officer, Box (2015-2017)

CURRENT PUBLIC COMPANY BOARDS
(in addition to Equinix)

•

JLL

SKILLS & EXPERTISE

•

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

•

Extensive experience in the technology sector, including SaaS application experience and operating experience managing SaaS, bringing relevant technology expertise to the Board as we execute against our digital transformation strategy

•

Experience in building both digital products through modern software development practices, and platform products with an emphasis on the developer persona, highly relevant to Equinix as we evolve our offerings and our platform to meet the needs of our customers

•

Global experience as an executive at multinational corporations

•

Extensive “go to market” experience including in (i) incubating and scaling non-core products via a core distribution model, (ii) Modern Marketing, and (iii) selling into IT, Security, Developer and Line of Business buying centers

•

Public company board experience across multiple boards

Mr. Patel will leave the Nominating and Governance Committee and join the Talent, Culture and Compensation Committee following the 2023 Annual Meeting and Mr. Lyons’s departure from the Board and the Talent, Culture and Compensation Committee.

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Equinix 2023 PROXY STATEMENT

Governance

Sandra Rivera

Independent Director / Since Oct. 2019

AGE: 58

COMMITTEES:

•

Talent, Culture & Compensation(2)

CURRENT ROLE

•

Executive vice president and general manager of Data Center and AI Group, Intel Corporation (since 2021)

PRIOR BUSINESS EXPERIENCE

•

Various roles, Intel Corporation (2000-2021), including leading the network platforms group and more recently as 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 center, AI and cloud, bringing relevant technology expertise to the Board as Equinix executes against our platform strategy

•

Global experience as an executive at a multinational corporation

•

Human capital and ESG experience, most recently gained as Chief People Officer of Intel, bringing insight to the Talent, Culture and Compensation Committee’s oversight of compensation plans and programs, and to Equinix’s diversity, inclusion and belonging initiatives

Fidelma Russo

Independent Director / Since June 2022

AGE: 59

COMMITTEE:

•

Audit

CURRENT ROLE

•

Chief technology officer, Hewlett Packard Enterprise (HPE) (since 2021)

PRIOR BUSINESS EXPERIENCE

•

Senior vice president and general manager of the Cloud Services business unit, VMware (2020-2021)

•

Various senior leadership roles, Iron Mountain, Inc. (2017-2020), including chief technology officer and executive vice president

CURRENT PUBLIC COMPANY BOARDS
(in addition to Equinix)

•

SBA Communications

SKILLS & EXPERTISE

•

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

•

Extensive technology experience spanning servers, storage, networking, cloud services, backup, machine learning and analytics, global IT business services and infrastructure, relevant to Equinix’s digital transformation initiatives

•

Perspective of an Equinix customer, with a deep understanding of current technology trends, providing valuable input to our platform and product strategies

•

Global experience as an executive at multinational corporations

•

Human capital experience from leading large and diverse teams

•

Extensive experience bringing technology products to market

•

Experience with REITs as a board member of another publicly traded REIT

•

Public company board experience

Peter Van Camp

Director / Since May 2000

AGE: 67

CURRENT ROLE

•

Executive chairman, Equinix (since 2007)

PRIOR BUSINESS EXPERIENCE

•

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

•

Chief executive officer, Equinix (2000-2007)

•

President, Equinix (2006-2007)

•

President, UUNET, the internet division of MCI (formerly known as WorldCom) (1997-2000)

PAST PUBLIC COMPANY BOARDS

•

Silver Spring Networks

SKILLS & EXPERTISE

•

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

•

Deep experience in the field of digital infrastructure services

•

Global experience as an executive at multinational corporations

•

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

•

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

•

Deep understanding of all aspects of ESG at Equinix

•

Public company board experience across numerous boards and valuable institutional knowledge and perspective gained from long tenure on the Equinix Board as Executive Chair, and as years served as Equinix’s CEO

Following the Annual Meeting and Mr. Lyons’s departure from the Board, Ms. Rivera will become Chairperson of the Talent, Culture and Compensation Committee and join the Stock Award Committee.

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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 the foundational infrastructure that powers their success. We enable our customers to access all the right places, partners and possibilities they need to accelerate their advantage. Platform Equinix® combines a global footprint of International Business Exchange™ (“IBX®”) and xScale® data centers in the Americas, Asia-Pacific, and Europe, the Middle East and Africa (“EMEA”) regions, interconnection solutions, digital offerings, unique business and digital ecosystems and expert consulting and support. We are investing in key strategic priorities to extend our competitive advantage, including investing in our people, evolving our platform and service portfolio, expanding our go-to-market engine, and simplifying and scaling our business. Our business is capital intensive, and frequent access to the capital markets has been a key element of our growth strategy. In addition, we have elected to operate as a real estate investment trust (“REIT”) for U.S. federal income tax purposes. Qualification for taxation as a REIT involves the application of highly technical and complex provisions of the Internal Revenue Code of 1986, as amended (the “Code”) to our operations and meeting recurring dividend obligations. And as innovation accelerates, so does the demand for resources to fuel our evolving digital world. We take seriously our responsibility to build sustainability into our business, and we actively work to face the world’s most important environmental challenges. 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 71 markets in 32 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.

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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. 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.

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 29 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.

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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.

BOARD TENURE, DIVERSITY
AND REFRESHMENT

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 three of our four most recently added directors have been female and/or racially/ethnically diverse. In early 2023, 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 four women, and three 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 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. In 2022, the additions of Mr. Patel and Ms. Russo were designed to add further technological expertise to our Board, as we continue to evolve our platform strategy and product offerings. And finally, in 2023, the addition of Mr. Olinger provides our Board with relevant REIT, real estate and financial expertise that will be key skills needed on our Board in light of Mr. Lyons not standing for reelection and departing from the Board after the Annual Meeting. 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.

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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 Board nominees.

(1)

This Board Diversity Matrix does not include Mr. Lyons who is not standing for reelection to the Board.

BOARD SIZE

Equinix’s Board currently consists of 12 directors. However, Mr. Lyons has decided not to stand for reelection to the Board. Equinix’s bylaws provide that the number of directors will be determined by the Board, and the number of directors is currently set at 12.

Thus, there will be one vacant seat on Equinix’s Board following the Annual Meeting. Equinix does not intend to fill the vacant seat 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.

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DIRECTOR INDEPENDENCE

Ten of the Board’s 12 current members are independent as such term is defined under the rules of the SEC 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 SEC, 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 board & 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 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

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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, 2022, the Board held eight meetings, and our committees cumulatively held 33 meetings. For the fiscal year, each of the incumbent directors attended or participated in at least 75% 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, except for Mr. Patel and

Ms. Russo, who were unable to attend several Board and/or committee meetings due to business commitments made prior to their appointments to the Board which could not be rescheduled. In the event any director missed a meeting, that individual would separately discuss material items with Mr. Van Camp or Mr. Meyers. Equinix, Mr. Patel and Ms. Russo do not expect these scheduling conflicts to recur in 2023.

BOARD COMMITTEES

The Board currently has six standing committees: the Audit Committee, the Finance Committee, the Nominating and Governance Committee, the Real Estate Committee, the Talent, Culture and Compensation Committee and the Stock Award Committee, in addition to special committees that may be formed from time to time.

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The following table provides membership information for the incumbent directors for fiscal 2022 for such standing committees of the Board:

Committees

Director

Independent

Financial
expert

Audit

Finance

Nominating
and
Governance

Real
Estate

Stock
Award

Talent, Culture
and
Compensation

Nanci Caldwell

✓

Adaire Fox-Martin

✓

Ron Guerrier(1)

✓

Gary Hromadko

✓

(8)

Irving Lyons III(2)

✓

Charles Meyers

Thomas Olinger(3)

✓

Christopher Paisley(4)

✓

Jeetu Patel(5)

✓

Sandra Rivera(6)

✓

Fidelma Russo(7)

✓

Peter Van Camp

Meetings in 2022

Board: 8

Chairperson

Committee Member

Executive Chairman

Lead Independent Director

Audit Committee Financial Expert

(1)

Mr. Guerrier joined the Nominating and Governance Committee in February 2022.

(2)

Mr. Lyons has decided he will not stand for reelection to the Board at the 2023 Annual Meeting. In 2022, Mr. Lyons served on the Audit Committee, Finance Committee, Talent, Culture and Compensation Committee, Real Estate Committee and Stock Award Committee. In Jan. 2023, Mr. Olinger joined the Board and the Audit Committee and Mr. Lyons stepped down from that committee.

(3)

Mr. Olinger joined the Board and the Audit Committee, the Finance Committee and Real Estate Committee in Jan. 2023.

(4)

Mr. Paisley served on the Nominating and Governance Committee until Jan. 2023.

(5)

Mr. Patel joined the Board and the Nominating and Governance Committee in June 2022. Mr. Patel will leave the Nominating and Governance Committee and join the Talent, Culture and Compensation Committee following the 2023 Annual Meeting and Mr. Lyons’s departure from the Board and the Talent Culture and Compensation Committee.

(6)

Following the Annual Meeting and Mr. Lyons’s departure from the Board, Ms. Rivera will become Chairperson of the Talent, Culture and Compensation Committee and join the Stock Award Committee.

(7)

Ms. Russo joined the Board and the Audit Committee in June 2022.

(8)

Mr. Hromadko was appointed Chairperson of the Finance Committee in June 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 and the Audit Committee Charter is published in the board & governance section of Equinix’s website at Equinix.com. The members of the Audit Committee in 2022 were Mr. Hromadko, Mr. Lyons, Mr. Paisley and Ms. Russo, who joined in June 2022.

Mr. Olinger joined the Audit Committee in Jan. 2023 at which time Mr. Lyons stepped down as a member of the Audit Committee. Mr. Paisley is chairperson of the Audit Committee and both Mr. Paisley and Mr. Olinger are considered financial experts. During the fiscal year ended Dec. 31, 2022, the Audit Committee held 10 meetings.

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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 board & governance section of Equinix’s website at Equinix.com. In 2022, the members of the Finance Committee were Mr. Hromadko, Mr. Lyons and Mr. Paisley. Mr. Olinger joined the Finance Committee in Jan. 2023. Mr. Hromadko was appointed chairperson of the Finance Committee in June 2022. During the fiscal year ended Dec. 31, 2022, the Finance Committee held four meetings.

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 board & governance section of Equinix’s website at Equinix.com. The members of the Nominating and Governance Committee in 2022 were Ms. Caldwell, Ms. Fox-Martin, Mr. Guerrier, Mr. Paisley and Mr. Patel, who joined in June 2022. Mr. Guerrier joined the Nominating and Governance Committee in Feb. 2022. Mr. Paisley served on the Nominating and Governance Committee until Jan. 2023. Ms. Caldwell is chairperson of the Nominating and Governance Committee. Following the Annual Meeting, Mr. Patel will leave the Nominating and Governance Committee in order to serve on the Talent, Culture and Compensation Committee. During the fiscal year ended Dec. 31, 2022, 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. A more detailed description on the functions of the Real Estate Committee can be found in the Real Estate Committee Charter, published in the board & governance section of Equinix’s website at Equinix.com. The members of the Real Estate Committee in 2022 were Mr. Hromadko, Mr. Lyons and Mr. Paisley. Mr. Olinger joined the Real Estate Committee in Jan. 2023. Mr. Hromadko is chairperson of the Real Estate Committee. During the fiscal year ended Dec. 31, 2022, the Real Estate Committee held 10 meetings.

The Stock Award Committee has the authority to approve the grant of stock awards to non-Section 16 officer employees and other individuals. In 2022, the members of the Stock Award Committee were Mr. Lyons and Mr. Meyers. As Mr. Lyons has decided to not stand for reelection to the Board, following the Annual Meeting, Ms. Rivera will join the Stock Award Committee as the new chairperson of the Talent, Culture and Compensation Committee. The Stock Award Committee typically does not hold meetings but acts by written consent.

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 the functions of the Talent, Culture and Compensation

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Committee can be found in the Talent, Culture and Compensation Committee Charter, published on the board & 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 in 2022 were Ms. Caldwell, Mr. Lyons and Ms. Rivera. Mr. Lyons was

chairperson of the Talent, Culture and Compensation Committee. Following the Annual Meeting and Mr. Lyons’s departure from the Board, Mr. Patel will join the Talent, Culture and Compensation Committee and Ms. Rivera will become its chairperson. During the fiscal year ended Dec. 31, 2022, the Talent, Culture and Compensation Committee held four meetings.

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. 2022, 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 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. 2022 in connection with its strategy meeting and is scheduled to receive its next enterprise risk briefing in Sept. 2023. Additionally, in 2022, the full Board received a briefing on cybersecurity. Briefings on cybersecurity, as well as other enterprise risks, will also be provided in 2023.

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.

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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. In 2022, Equinix’s investor relations team met with numerous investors around the world by attending or hosting over 35 investor conferences, non-deal roadshows and investor group events. Certain investors also requested engagement meetings to discuss topics related to our corporate governance model, ESG issues or our executive compensation program. Additionally, Equinix’s investor relations team proactively reached out for meetings with our 25 largest stockholders, at that time representing over 55% of our outstanding shares, in the fourth quarter of 2022, 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 below in “Compensation discussion and analysis.” All meetings that resulted were attended by Mr. Van Camp. In addition, Mr. Paisley, as lead independent director, 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 2023. 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 board & 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 board & 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 board & 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, 2022.

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, 2022.

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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. We intend

to amend this policy to comply with the new Rule 10D-1 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), entitled “Listing Standards for Recovery of Erroneously Awarded Compensation,” and NASDAQ’s listing standard in response thereto.

STOCKHOLDER COMMUNICATIONS WITH THE BOARD OF DIRECTORS

Interested parties may contact the Board by sending correspondence to the attention of Equinix’s corporate secretary, c/o Equinix, Inc., One Lagoon Drive, Redwood City, CA, 94065. Any mail received by the corporate secretary, except improper commercial solicitations, will be forwarded to the members of Equinix’s Audit Committee for further action, if necessary. Equinix does not have a policy requiring attendance by members of the Board at Equinix’s annual stockholder meetings. At Equinix’s 2022 Annual Meeting, Mr. Guerrier, Mr. Paisley, Mr. Meyers, Ms. Rivera and Mr. Van Camp were in attendance and available for questions.

2022 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.

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 was shared with the Talent, Culture and Compensation Committee. Based on that review, the Talent, Culture and Compensation Committee recommended certain changes to the Board which subsequently approved an increase in the annual retainer for Board service to $75,000 and an increase in the Audit Committee chairperson retainer to $35,000. These changes were effective January 1, 2022.

Non-employee directors receive a retainer in connection with their service on the Board. For fiscal 2022, the annual retainer was $75,000. In addition, in lieu of regular meeting fees, committee chairs (if any) and members received the following annual retainers for fiscal 2022, payable quarterly in arrears:

Committee	Chairperson			Member
Audit		$	35,000		$	15,000
Finance		$	12,500		$	5,000
Nominating and Governance		$	20,000		$	10,000
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 2022, the committee meeting fees and the threshold number of meetings that must be attended before any meeting fees are paid were:

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Committee	Chairperson			Member			Threshold Number of Meetings
Audit		$	5,000		$	3,000		12
Finance		$	5,000		$	3,000		6
Nominating and Governance		$	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 2022. 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 2022, the grant date fair value of these annual awards was $249,897. The automatic RSU awards become fully vested on the earlier of (i) the first anniversary of Equinix’s immediately preceding annual meeting of stockholders or (ii) in the case of a non-employee director not standing for reelection, the date of the first annual meeting of stockholders held subsequent to the date of grant. In addition, each non- employee director receives a prorated award of RSUs upon joining the Board with a grant date fair value of $250,000. The proration is based upon a fraction equal to (x) the number of days from the start date of the non-employee director until the first anniversary of the date of Equinix’s immediately preceding annual meeting of stockholders divided by (y) 365. The number

of shares subject to each RSU award is determined by dividing the specified dollar value of the award by the closing price of Equinix’s common stock on the date of grant. The RSUs granted to our directors will become fully vested if Equinix is subject to a change-in-control; in the event of the non-employee director’s death, the portion of the RSUs that would have become vested on the next scheduled vesting date will become fully vested. Directors accrue dividend equivalent units on their RSUs. We allow our non-employee directors to elect to defer settlement of their RSUs. Directors are also eligible to receive discretionary awards under 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 2022.

Name	Fees Earned or Paid in Cash(1) ($)			Stock Awards(2)(3)(4) ($)			Total ($)
Nanci Caldwell		$	107,500		$	249,897		$	357,397
Adaire Fox-Martin		$	85,000		$	249,897		$	334,897
Ron Guerrier		$	83,455		$	249,897		$	333,352
Gary Hromadko		$	134,174		$	249,897		$	384,071
Irving Lyons III		$	135,500		$	249,897		$	385,397
Christopher Paisley		$	167,500		$	249,897		$	417,397
Jeetu Patel(5)		$	47,458		$	240,323		$	287,782
Sandra Rivera		$	87,500		$	249,897		$	337,397
Fidelma Russo(5)		$	50,250		$	240,323		$	290,573

(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 364 shares granted to each newly elected non-employee director on the date of our annual stockholders’ meeting in May 2022, grant date fair value of $686.53. The amount for Mr. Patel and Ms. Russo reflects 365 RSUs prorated from their appointments to the Board in June 2022, grant date fair value of $658.42.

(3)

Reflects the aggregate grant date fair value of the RSU awards granted to the director in 2022 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 SEC on Feb. 17, 2023, for a discussion of the assumptions made by Equinix in determining the values of our equity awards.

(4)

As of Dec. 31, 2022, Ms. Caldwell, Ms. Fox-Martin, Mr. Guerrier, Mr. Hromadko, Mr. Lyons, Mr. Paisley and Ms. Rivera each held 364 unvested RSUs (including accrued dividend equivalent units), and Mr. Patel and Ms. Russo held 365 unvested RSUs (including accrued dividend equivalent units).

(5)

Mr. Patel and Ms. Russo joined the board in June 2022 and therefore only received compensation from June 2022 to Dec. 2022.

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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, 2022, 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 1,410 RSUs, with the same

service and performance vesting requirements as those granted to our named executive officers, for his service as Equinix’s executive chairman. Mr. Meyers, our chief executive officer and president, did not receive any additional compensation for services provided as a director.

Equinix stock ownership

The following table sets forth, as of Mar. 30, 2023, 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)

3,158

Mike Campbell

14,506

Scott Crenshaw

1,563

Adaire Fox-Martin(2)

1,091

Ron Guerrier(3)

573

Gary Hromadko(4)

143,596

Jon Lin

7,223

Irving Lyons III(5)

16,964

Charles Meyers

15,081

Brandi Galvin Morandi

20,443

Thomas Olinger(6)

123

Christopher Paisley(7)

18,911

Jeetu Patel(8)

365

Sandra Rivera(9)

1,352

Fidelma Russo(10)

365

Karl Strohmeyer

23,247

Keith Taylor

24,177

Peter Van Camp

7,748

The Vanguard Group(11)
100 Vanguard Blvd, Malvern, PA 19355

12,164,040

13.01%

BlackRock Fund Advisors(12)
Park Avenue Plaza, 55 East 52nd Street, New York, NY 10055

9,418,787

10.07%

State Street Corporation(13)
State Street Financial Center, 1 Lincoln Street, Boston, MA 02111

6,091,600

6.51%

All current directors and executive officers as a group (18 persons)(14)

Less than 1%.

(1)

Includes 364 shares issuable upon settlement of RSUs that will vest within 60 days of March 30, 2023. Also includes 1,195 vested shares pursuant to RSUs as to which Ms. Caldwell has deferred the settlement of until a later date.

(2)

Includes 364 shares issuable upon settlement of RSUs that will vest within 60 days of March 30, 2023. Also includes 339 vested shares pursuant to RSUs as to which Ms. Fox-Martin has deferred the settlement of until a later date.

(3)

Includes 364 shares issuable upon settlement of RSUs that will vest within 60 days of March 30, 2023.

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(4)

Includes 364 shares issuable upon settlement of RSUs that will vest within 60 days of March 30, 2023.

(5)

Includes 364 shares issuable upon settlement of RSUs that will vest within 60 days of March 30, 2023. Also includes 4,047 vested shares pursuant to RSUs as to which Mr. Lyons has deferred the settlement of until a later date.

(6)

Includes 123 shares issuable upon settlement of RSUs that will vest within 60 days of March 30, 2023.

(7)

Includes 364 shares issuable upon settlement of RSUs that will vest within 60 days of March 30, 2023. Also includes an aggregate of 845 shares held in trusts for Mr. Paisley’s children and a brother.

(8)

Includes 365 shares issuable upon settlement of RSUs that will vest within 60 days of March 30, 2023.

(9)

Includes 364 shares issuable upon settlement of RSUs that will vest within 60 days of March 30, 2023.

(10)

Includes 365 shares issuable upon settlement of RSUs that will vest within 60 days of March 30, 2023.

(11)

Based on a Schedule 13D filed with the SEC as of Dec. 31, 2022. Includes 11,696,764 shares that are owned directly, 0 shares with sole voting power and 11,696,764 shares with dispositive power by The Vanguard Group Inc., an investment advisor. The total amount beneficially owned by The Vanguard Group is 12,164,040 shares.

(12)

Based on a Schedule 13D filed with the SEC as of Dec. 31, 2022. Includes 8,599,417 shares that are owned directly, 8,599,417 shares with sole voting power and 9,418,787 shares with dispositive power by BlackRock Inc., an investment advisor. The total amount beneficially owned by BlackRock Fund Advisors is 9,418,787 shares.

(13)

Based on a Schedule 13D filed with the SEC as of Dec. 31, 2022. Includes 0 shares that are owned directly, 0 shares with sole voting power and 6,091,095 shares with dispositive power by State Street Corp., an investment advisor. The total amount beneficially owned by State Street Corporation is 6,091,600 shares.

(14)

Includes 1,092 shares issuable upon settlement of RSUs that will vest within 60 days of March 30, 2023. Also includes 5,581 shares pursuant to RSUs as to which settlement has been deferred until a later date.

Related-party transactions

APPROVAL OF RELATED-PARTY TRANSACTIONS

Per its written charter, Equinix’s Audit Committee is responsible for reviewing all related-party transactions in accordance with the rules of NASDAQ. Related parties include any of our directors or executive officers, our greater than 5% stockholders, and their immediate family members.

We review related-party transactions due to the potential for a conflict of interest. A conflict of interest occurs when an individual’s private interest interferes, or appears to interfere, with Equinix’s interests. To identify related-party transactions, each year we require our directors and executive officers to complete a questionnaire identifying any transactions with us in which the executive officer or director or their family members have an interest. We seek updates to this information from our directors and executive officers on a quarterly basis. We also ask our directors and executive officers to update their list of companies they

are affiliated with on a quarterly basis to help us identify related-party transactions.

Finally, our Code of Business Conduct establishes corporate standards of behavior for all our employees, officers and directors and sets our expectations of contractors and agents. Our Code of Business Conduct seeks to deter wrongdoing and to promote honest and ethical conduct and encourages the reporting of illegal or unethical behavior. Waivers of the Code of Business Conduct may be granted by Equinix’s chief executive officer, chief legal officer or chief compliance officer, provided that waivers for executive officers or directors may only be granted by the Board or by one of its committees.

The Audit Committee Charter and the Code of Business Conduct are available on the board & governance section of Equinix’s website at Equinix.com.

RELATED-PARTY TRANSACTIONS FOR 2022

The Vanguard Group, Inc. was a holder of greater than 5% of our outstanding common stock during the 2022 fiscal year. In 2022, revenues from entities affiliated with The Vanguard Group, Inc. totaled approximately $4,800,000.

BlackRock Inc. was a holder of greater than 5% of our outstanding common stock during the 2022 fiscal year. In 2022, revenues from entities affiliated with BlackRock Inc. totaled approximately $1,978,000.

State Street Corporation was a holder of greater than 5% of our outstanding common stock during the 2022

fiscal year. In 2022, revenues from entities affiliated with State Street Corporation totaled approximately $7,320,000.

A son of our independent director, Mr. Paisley, is employed by Equinix. In 2022, Mr. Paisley’s son received total compensation of approximately $235,000, including salary, incentive plan compensation and RSU vesting income. This amount is consistent with the compensation and benefits provided to other employees with equivalent qualifications, experience and responsibilities.

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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 2022 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.

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Sustainability

Future First

GLOBAL SUSTAINABILITY AT EQUINIX

Our commitment to sustainability is driven by our resolve to set ambitious targets, measure and report progress transparently, lead with ethics and integrity and engage our stakeholders to drive change. We believe in the future of possibility — a future where our planet is healthy, our global communities thrive and every business leads with purpose. 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 issues that we believe 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 a near-term science-based target (“SBT”) to reduce Scope 1 and 2 greenhouse gas emissions by 2030 and for Scope 3, to require specific portions of our supply chain to set their own SBTs by 2025. Equinix is also committed to becoming climate neutral across our global operations by 2030, expanding upon our alignment with the EU Climate Neutral Data Centre Operator Pact.

•

Equinix allocates funds to deliver sustainable outcomes across our business and has issued $4.9 billion in green bonds to date, propelling 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 2022, Equinix achieved 96% renewable energy coverage for its global operations.

DESIGNING THE SUSTAINABLE DATA CENTER OF THE FUTURE AND INVESTING IN INNOVATION

•

Equinix is investing in facility design and innovative new technologies to reduce our consumption of resources while ensuring reliability, resilience and sustainability of our portfolio. Equinix has continued to work to reduce its global annual average operational power usage effectiveness (“PUE”) each year, and efforts are also underway to improve water use management systems at sites utilizing water cooling systems.

•

Equinix is leading the way and leveraging technology and innovation solutions to enable the “Data Center of the Future” for both ourselves and our industry. In 2022, Equinix was the first colocation data center company to align with ASHRAE A1 Allowable (A1A) operational temperature and humidity standards, aimed at driving more efficient cooling and carbon reductions.

ADVOCATING FOR CHANGE AND INSPIRING OTHERS

•

Equinix works with like-minded organizations and leverages our industry leadership to advance environmental and climate change policies and accelerate action and innovation on key priorities such as renewable energy and embodied carbon. This is accomplished by way of board memberships and active engagement with trade associations and environmental committees.

The Sustainability Report is referenced for information only and not incorporated by reference in this proxy statement.

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Social

Equinix is working to pave the way to a better future where our employees of all backgrounds, our customers’ diverse businesses and the distinct and complex communities around us can thrive. We have uniquely positioned Diversity, Inclusion & Belonging (“DIB”), Community Impact and Wellbeing 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.

•

We are ranked number 1 as most JUST companies in Real Estate and in top 20 overall by JUST Capital.

SUPPORTING THE PHYSICAL, MENTAL AND EMOTIONAL WELLBEING OF ALL OUR EMPLOYEES

•

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

•

We remain dedicated to ensuring our employees are treated and compensated equitably and have access to market competitive benefits and time away from work. To support our employees, we provide benefits including medical plans, employee assistance programs, life insurance, tuition reimbursement and other locally relevant programs. Since 2021, we have performed a global review of Equinix benefits annually, with focus on ensuring that we provide competitive benefits to meet the needs of our diverse group employees in all markets globally, as well as providing minimum standards where applicable.

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.

•

As the world’s digital infrastructure company, we recognize our responsibility in ensuring equitable and inclusive access to all the digital world has to offer. In late 2022, we launched the Equinix Foundation with the goal to be more strategic in our philanthropic investments, harness the passions of our employees and scale our impact in the communities where we work and operate.

•

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 Dec. 31, 2022, Equinix has achieved nine years of 100% completion for ethics and compliance trainings.

•

Equinix’s Nominating and Governance Committee is responsible for ESG oversight and reviews strategies, policies, performance and reporting related to the program.

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 2022 we began executing our five-year supply chain ESG strategy. The strategy prioritizes supplier data and relationship development to achieve our supply chain goals.

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•

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 2022, we conducted a Task Force on Climate-Related Financial Disclosures-aligned climate risk scenario analysis to evaluate our physical and transitional risks.

•

Equinix’s global information security officer, in partnership with our privacy office, is 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.

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Equinix 2023 PROXY STATEMENT

Governance

Executive officers

The following are our executive officers (as defined by applicable securities laws), their ages as of Mar. 30, 2023, their positions and offices held with Equinix, and certain biographical information. All serve at the discretion of the Board.


Mike Campbell
Chief Sales Officer (since 2016) Age 57
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)


Scott Crenshaw
EVP and GM, Digital Services (since 2022) Age 58
PRIOR BUSINESS EXPERIENCE • Various management positions, most recently as president and chief executive officer, Concourse Labs (2019-2022) • Various roles including executive vice president and general manager of private cloud, Rackspace (2016-2019)


Jon Lin
EVP and GM, Data Center Services (since 2021) Age 46
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)

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Equinix 2023 PROXY STATEMENT

Governance


Charles Meyers
Chief Executive Officer and President (since 2018) Age 57
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)


Brandi Galvin Morandi
Chief Legal and Human Resources Officer and Corporate Secretary (since 2019) Age 50
PRIOR BUSINESS EXPERIENCE • Chief legal officer, general counsel and secretary, Equinix (2003-2019) • Corporate attorney, Gunderson Dettmer (1997-2003)


Karl Strohmeyer
Chief Customer and Revenue Officer (since 2019) Age 51
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)


Keith Taylor
Chief Financial Officer (since 2005) Age 61
PRIOR BUSINESS EXPERIENCE • Various roles, including vice president, finance and chief accounting officer, Equinix (2001-2005) • Director of finance and administration, Equinix (1999-2001) • Vice president finance and interim chief financial officer, International Wireless Communications, an operator, owner and developer of wireless communications networks (1996-1999)

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Equinix 2023 PROXY STATEMENT

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 2022 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 SEC 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.

The Board unanimously recommends a vote FOR proposal 2.

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Equinix 2023 PROXY STATEMENT

Compensation

Proposal 3 — Advisory non-binding vote on frequency of executive compensation vote

The Dodd-Frank Act also contains a provision enabling our stockholders to indicate how frequently we should have a “Say on Pay” vote. By voting on this Proposal 3, our stockholders may indicate whether they would prefer to vote on an advisory, non-binding basis to approve the compensation of our named executive officers every one, two or three years.

In 2017, the Board of Directors recommended, and our stockholders supported, an annual (i.e., one year frequency) Say on Pay vote, which we have done since 2011. After careful consideration, the Board of Directors has determined that a Say on Pay vote that occurs every year remains the most appropriate alternative for Equinix. Therefore, the Board recommends that you select “one year” as the desired frequency of future Say on Pay votes. In reaching its

recommendation, the Board believes that an annual Say on Pay vote will allow our stockholders to provide us with meaningful and direct input on our executive compensation philosophy, policies and programs. An annual advisory vote will also foster useful communication with our stockholders by providing our stockholders with a clear and timely means to express any concerns and questions.

You may cast your vote on your preferred voting frequency by choosing the option of every year, every two years, every three years or you may abstain from voting. Although this vote is advisory and non-binding, the Board of Directors and Equinix highly value the opinions of our stockholders and will consider the outcome of this vote when determining the frequency of future stockholder votes on executive compensation.

The Board unanimously recommends that you select ONE YEAR as the desired frequency of future Say on Pay votes.

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Equinix 2023 PROXY STATEMENT

Compensation

Compensation roadmap

				I. How did we perform and what are our practices?
				COMPENSATION DISCUSSION AND ANALYSIS					34
				Introduction					34
				Executive Summary					35
				2022 Executive Compensation Program					39
				Principal Elements of Executive Compensation					41
				Tax and Accounting Considerations					46
				TALENT, CULTURE AND COMPENSATION COMMITTEE REPORT					46
				II. How were our CEO and named executive officers compensated?
				EXECUTIVE COMPENSATION TABLES AND RELATED INFORMATION					47
				Summary Compensation Table					47

				2022 Grants of Plan-Based Awards					49
				Outstanding Equity Awards at 2022 Fiscal Year-End					51
				2022 Option Exercises and Stock Vested					53
				Potential Payments Upon Termination or Change-in-Control					53
				Severance Agreements					53
				Equity Vesting Acceleration					55
				III. Policies and other information
				Compensation Policies and Practices Risk Assessment					56
				Talent, Culture and Compensation Committee Interlocks and Insider Participation					57
				Equity Compensation Plan Information					58
				CEO to Median Employee Pay Ratio					59
				Pay vs. Performance					60

Compensation discussion and analysis

INTRODUCTION

This Compensation Discussion and Analysis describes Equinix’s executive compensation policies and decisions for the individuals who served as our chief executive officer and chief financial officer during 2022, as well as

the other individuals included in the 2022 Summary Compensation Table in this proxy statement, who are collectively referred to as the named executive officers.

Those individuals are:

(1)

Mr. Crenshaw joined Equinix in Aug. 2022.

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Equinix 2023 PROXY STATEMENT

Compensation

Executive Summary

2022 Compensation Summary

•

No increase to base salaries or target bonus amounts. Based on the competitive market, none of the named executive officers received an increase in total cash compensation for 2022. The base salaries and the annual target bonus for all named executive officers did not change from 2021 to 2022.

•

Addition of ESG performance metrics for incentives. In 2022, the Talent, Culture and Compensation Committee approved additional performance metrics for executive incentive compensation including (1) a strategic modifier to annual incentives for senior leaders at the VP level and above based on achievement of digital services revenue goals and attainment of certain ESG objectives across the areas of climate, energy efficiency, support for electric vehicles, and progress on increasing racial and gender diversity in our workforce (the “Strategic Modifier”) and (2) a revenue performance metric related to our digital services business for long-term performance incentives.

•

Bonus paid out at 126% of target. These annual incentives were performance-based and dependent upon annual revenue and adjusted funds from operations per share (“AFFO/Share”) growth, and included the Strategic Modifier discussed above. Equinix funded the 2022 annual incentive plan at 120% and the strong performance against our ESG and digital services targets resulted in senior leaders at the VP level and above, including the named executive officers, receiving 126% of their target opportunity.

•

Equity awards 60% performance based. For 2022, 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. The metrics for the performance based RSUs consisted of a combination of financial goals (annual revenue, digital services revenue and AFFO/Share as described above) and relative total shareholder return (“TSR”) against the IWB Russell 1000 Index Fund (the “Russell 1000”). Our strong performance in 2022 resulted in 127% achievement under the performance RSUs based on revenue, digital services revenue and AFFO/Share for the named executive officers. Our TSR compared to the Russell 1000, over the three-year performance period of 2020-2022, resulted in a payout of 92% of target shares under the performance RSUs based on relative TSR.

•

81% supported Say-on-Pay in 2022. We received over 81% 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).

•

Annual outreach to stockholders conducted. In late 2022, we reached out to our top holders as part of our annual outreach to discuss our executive compensation program, corporate governance, ESG and other topics. During the meetings that resulted, there were limited questions and/or comments on the current executive compensation program design, but the addition of the Strategic Modifier for annual incentives and the additional digital services revenue metric for long-term performance incentives were positively received.

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Equinix 2023 PROXY STATEMENT

Compensation

Overview

(1)

(2)

Excludes Mr. Meyers and Mr. Crenshaw, who commenced work in August 2022.

For 2022, approximately 59% of total compensation (assuming target 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 and included

the Strategic Modifier as described above. Our performance-based RSUs were based on revenue, digital services revenue and AFFO/Share. We also had long-term shares dependent on relative TSR achievement against the Russell 1000.

The performance periods and vesting periods of our 2022 incentive compensation are illustrated as follows:

Incentive
Compensation
Element

Weighting

Form of
Payment

Performance
Metrics

Performance
Period

Vesting

Annual Incentive

n/a

Revenue,
AFFO/Share,
and the
Strategic
Modifier

1 year

Shares vest upon certification of financial results and ESG performance at end of one-year performance period

Long-Term Performance Incentive

40%

Revenue,
Digital
Services
Revenue and
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 Service-Based Incentive

40%

n/a

3 years — shares vest in three equal annual increments (subject to continued service)

Long-Term Performance-Based Incentive

20%

TSR

3 years

Shares vest upon certification of relative shareholder return after end of three-year performance period

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Equinix 2023 PROXY STATEMENT

Compensation

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 Equinix’s needs. In Feb. 2022, the Talent, Culture and Compensation Committee approved additional performance metrics for executive incentive compensation including (1) the Strategic Modifier to annual incentives for senior leaders at the VP level and above based on achievement of digital services revenue goals and attainment of certain ESG objectives across the areas of climate, energy efficiency, and

support for electric vehicles, and progress on increasing racial and gender diversity in our workforce and (2) a revenue performance metric related to our digital services business for long-term incentives. Equinix believes these compensation program changes support and align our executive compensation with Equinix’s current priorities and business strategy and additionally create more diversity in our performance metrics across awards. These changes have been carried forward into the 2023 compensation program design.

2022 Business Results

2022 was our 20th year of consecutive quarterly revenue growth. For the full year of 2022, we delivered revenue growth of 9% and AFFO growth of 11%, on an as-reported basis, over strong 2021 results. On a normalized and constant currency basis, our revenue growth was 11% and our AFFO growth was 11%. Our AFFO/Share was $29.55 per share, a 9% increase over the previous year on an as-reported basis and 11% on a normalized and constant currency basis. These results funded the 2022 annual incentive plan at 120% for all employees, while employees at the VP level and

above, including the named executive officers, received 126% of their target opportunity after reaching 105% of the target Strategic Modifier goal.

These results also resulted in 127% achievement under the performance RSUs based on revenue, digital services revenue and AFFO/Share achievement, and our TSR compared to the Russell 1000 over 2020-2022 resulted in a payout of 92% of target shares under the performance RSUs based on relative TSR.

(1)

For a reconciliation of GAAP to non-GAAP financial measures, please refer to pages 62-66 of our Annual Report on Form 10-K filed with the SEC on Feb. 17, 2023.

(2)

Stock price performance from Jan. 2, 2020 to Dec. 30, 2022.

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Equinix 2023 PROXY STATEMENT

Compensation

Governance Policies and Practices

Our executive compensation philosophy is complemented by the following governance best practices:

WHAT WE DO

•

Recoupment policy. 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 Exchange Act, 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. We intend to amend this policy in 2023 to comply with Exchange Act Rule 10D-1, and the related NASDAQ listing standard in response thereto.

•

Limit on cash severance benefits.In Mar. 2023, our Talent, Culture and Compensation Committee formally resolved to adhere to a practice of limiting any cash severance benefits as a multiple of an executive officer’s annual base salary plus target bonus. As a result, we will not enter into any new employment agreement, severance agreement or similar arrangement (or any related amendment or renewal) with any of our executive officers, or establish any new severance plan or policy covering any of our executive officers, that, in each case, provides for cash severance benefits exceeding 2.99 times the sum of the executive officer’s base salary plus target bonus, without seeking stockholder approval of such agreement, plan, policy or arrangement.

•

Stock ownership guidelines.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.

•

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

•

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

•

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

•

Conducted compensation risk assessment.In March 2023, 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.

•

Limited tax gross-ups. Named executive officers at Equinix are not offered any tax gross-ups (other than in connection with expenses related to our annual sales reward trip, a relocation or international assignment).

WHAT WE DON’T DO

•

No single trigger vesting. Our named executive officers are not offered single trigger vesting on a change-in-control.

•

No significant perquisites.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.

•

No hedging allowed.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.

•

No pledging allowed absent exception.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.

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Equinix 2023 PROXY STATEMENT

Compensation

Results of 2022 Say on Pay Vote

In 2022, 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 81% 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 2022, we reached out to our top 25 stockholders, representing over 55% of our outstanding shares, as part of our annual outreach effort. As we engaged with stockholders during the meetings that resulted, we presented as an update regarding our executive compensation program our addition of the Strategic Modifier tied to annual incentive compensation and our addition of digital services revenue to the long-term performance RSUs, which were both well received. Otherwise, there were limited questions and/or comments about our executive compensation program.

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

2022 Program Philosophy and Objectives

Our executive compensation philosophy for 2022 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.

2022 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