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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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EQUINIX 2024 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 23, 2024, at 9:00 a.m. PDT, and login will begin at 8:45 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/EQIX2024
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 “Voting Information and 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:
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TO BE HELD
Thursday, May 23, 2024
9:00 a.m. PDT
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VIRTUAL MEETING
www.virtualshareholder
meeting.com/EQIX2024
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ATTENDANCE
Whether or not you plan to attend the Annual Meeting, please vote promptly, following the instructions contained in the materials you received.
ITEMS OF BUSINESS
PROPOSAL
BOARD’S
RECOMMENDATION
SEE PAGE
1
Election of directors to the Board of Directors (the “Board”) to serve until the next Annual Meeting or until their successors have been duly elected and qualified:
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FOR
each nominee
Nanci Caldwell
Adaire Fox-Martin
Gary Hromadko
Charles Meyers
Thomas Olinger
Christopher Paisley
Jeetu Patel
Sandra Rivera
Fidelma Russo
Peter Van Camp
2
Approval, by a non binding advisory vote, of the compensation of our named executive officers
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FOR
3
Approval of the Amendment of the Equinix, Inc. 2004 Employee Stock Purchase Plan (the “Plan”), including to eliminate the Plan termination date
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FOR
4
Ratification of the appointment of PricewaterhouseCoopers LLP as our independent registered public accounting firm for the fiscal year ending Dec. 31, 2024
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FOR



EQUINIX 2024 PROXY STATEMENT
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. 26, 2024, 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,
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Peter Van Camp
Executive Chairman
Redwood City, California
Apr. 12, 2024
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 virtual 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 23, 2024. 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.




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PROXY STATEMENT
Table of contents

Section 16(A) beneficial ownership reporting compliance
29

A-1





EQUINIX 2024 PROXY STATEMENT
Proxy Summary / 1
Proxy Summary
These proxy materials are provided in connection with the solicitation of proxies by the Board of Directors of Equinix, Inc., a Delaware corporation, for the Annual Meeting of Stockholders to be held on May 23, 2024, and at any adjournments or postponements of such meeting. These proxy materials were first sent on or about April 22, 2024, to stockholders entitled to vote at the Annual Meeting. This summary highlights some of the topics discussed in this proxy statement. It does not cover all the information you should consider before voting, and you are encouraged to read the entire proxy statement before casting your vote.
General information
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WHEN
Thursday, May 23, 2024
9:00 a.m. PDT
VIRTUAL LOCATION
Visit: www.virtualshareholdermeeting.com/
EQIX2024
RECORD DATE
Mar. 26, 2024
CORPORATE INFORMATIONEQUINIX WEBSITES
Stock Symbol
EQIX
Registrar & Transfer Agent
Computershare
CORPORATE WEBSITE
Equinix.com
INVESTOR RELATIONS
investor.equinix.com
2024 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
Stock Exchange
NASDAQ
State of Incorporation
Delaware
Common Stock Outstanding
As of Mar. 26, 2024
94,904,205 shares
Year of Incorporation
1998
Public Company Since
2000





EQUINIX 2024 PROXY STATEMENT
Proxy Summary / 2
Voting
Have your proxy card or voting instruction form in hand when voting by telephone or online. When voting, you will need to enter the unique 16-digit voter control number imprinted on the card or instruction form.
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)
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BY MOBILE DEVICE
Scan the QR code provided on your proxy card
Scan the QR code if one is provided by your broker, bank or other nominee
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BY INTERNET
Vote your shares online 24/7 at
proxyvote.com
Vote your shares online 24/7 if a website is provided by your broker, bank or other nominee
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BY TELEPHONE
Call toll-free 24/7 in the U.S., U.S. territories and Canada 1-800-690-6903
Call the toll-free number provided on your voting information form 24/7
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BY MAIL
Complete, date, sign and return your proxy card in the postage-paid envelopeComplete, 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
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FOR
each nominee
2
COMPENSATION: Advisory vote to approve named executive officer compensation
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FOR
3
PLAN AMENDMENT: Vote to approve the Amendment of the Equinix, Inc. 2004 Employee Stock Purchase Plan (the “Plan”), including to eliminate the Plan termination date
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FOR
4
AUDIT: Ratification of independent registered public accountants
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FOR





EQUINIX 2024 PROXY STATEMENT
Proxy Summary / 3
Governance
Our Board of Director Nominees: 10
NANCI CALDWELL, AGE 66
(Independent Director)
CHRISTOPHER PAISLEY, AGE 71
(Lead Independent Director)
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Since: 2015
COMMITTEES:
Nominating and Governance
Talent, Culture and Compensation
Chris.gif
Since: 2007
COMMITTEES:
Audit
Finance
Nominating and Governance
Real Estate
ADAIRE FOX-MARTIN*, AGE 59
(Director)
JEETU PATEL, AGE 52
(Independent Director)
Adaire.gif
Since: 2020

Jeetu.gif
Since: 2022
COMMITTEE:
Talent, Culture and Compensation
GARY HROMADKO, AGE 71
(Independent Director)
SANDRA RIVERA, AGE 59
(Independent Director)
Gary.gif
Since: 2003
COMMITTEES:
Finance
Nominating and Governance
Real Estate
Sandra.gif
Since: 2019
COMMITTEES:
Talent, Culture and Compensation
Stock Award
CHARLES MEYERS*, AGE 58(Chief
(Chief Executive Officer and President)
FIDELMA RUSSO, AGE 60
(Independent Director)
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Since: 2018
COMMITTEE:
Stock Award
Fidelma.gif
Since: 2022
COMMITTEE:
Audit
THOMAS OLINGER, AGE 57
(Independent Director)
PETER VAN CAMP*, AGE 68
(Executive Chairman)
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Since: 2023
COMMITTEES:
Audit
Finance
Real Estate
Peter.gif
Since: 2000
*See “Proposal 1 - Election of directors” elsewhere in this proxy statement for information about a planned succession process after which time Ms. Fox-Martin shall be our chief executive officer and president, in addition to a Board member; Mr. Meyers shall be our executive chairman of the Board; and Mr. Van Camp shall transition to a special advisor to the Board. At this time, Ms. Fox-Martin is no longer considered to be an independent director.





EQUINIX 2024 PROXY STATEMENT
Proxy Summary / 4
Diversity and Engagement
109951166373910995116637401099511663741
Board Nominees
Who are Female
Board Nominees Self-identifying as Racially/Ethnically Diverse
Average Attendance at Board and Committee Meetings
9.02 YEARS
Average Tenure of Board Nominees as of Annual Meeting date
3 new members added in past 2 years
3 out of 4 newest members self-identify as female and/or racially/ethnically diverse
8
Board Meetings in 2023

91%
Average Attendance at
Board and Committee
Meetings
Board Committees
Audit
Finance
Nominating and Governance
Real Estate
Stock Award
Talent, Culture and Compensation
2023 Meetings
9
4
5
8
0
4
Corporate Governance Best Practices
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1 YEAR
Director Term
Majority
Director Election
Standard
No
Supermajority Voting
Requirements
No
Stockholder
Rights Plan
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Stockholders
Right to Call
Special Meetings
Stockholders
Right to Act
by Written Consent
Stockholders
Proxy Access Rights
Corporate
Governance Materials





EQUINIX 2024 PROXY STATEMENT
Proxy Summary / 5
Corporate Responsibility
1649267480773
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$4.9B$1.9MExecutive Incentive
Renewable
Energy Coverage Achieved
in 2023
of Issued Green Bond Net Proceeds Fully Allocated Toward Eligible Green Projects
in Employee Donations, Corporate Matching and Community-based Donations
Short-term Incentive Performance Metrics for VP-level and Above Tied to Our Environmental and Social Progress
100%
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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 Committee Oversight of Cybersecurity Program 1x per Quarter; Full Board Oversight at Least 1x per Year
Performance and compensation highlights
Compensation Best Practices and Highlights
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206:1
Percentage of 2023 Executive Incentive Compensation Performance Based: 100% of Annual and 60% of Long Term
ESG Metrics Used for 2023 Incentive Compensation
Limited Tax Gross-Ups on Compensation
Stock Ownership GuidelinesPolicy Prohibiting HedgingRecoupment PolicyCEO Pay Ratio for 2023





EQUINIX 2024 PROXY STATEMENT
Proxy Summary / 6
Company Performance Underlying Incentive Awards
REVENUES (in millions)
AFFO(1)/Share
STOCK PRICE PERFORMANCE(2)
+13%
+9%
+20.41%
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(1)For a reconciliation of this non-GAAP financial measure to the corresponding GAAP measure, please refer to Appendix A of this proxy statement.
(2)Stock price performance from Jan. 1, 2021, to Dec. 31, 2023, including reinvested dividends of $44.11. Calculated using the 30-day trading average for EQIX on January 1, 2021, and December 31, 2023, the start and end of the performance period.

2023 Executive Compensation Mix(1)(2)(3)(4)
Chief Executive Officer
Average - Named Executive Officers
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(1)Average - Named Executive Officers chart excludes Mr. Meyers.
(2)Percentages may not sum to 100% due to rounding.
(3)Reflects the market value of the RSU and PSU awards on the grant date of Feb. 14, 2023, and target values with respect to the 2023 annual incentive plan and the performance based RSU awards.
(4)Annual incentives were paid in immediately vested RSUs in 2023.





EQUINIX 2024 PROXY STATEMENT
Governance / 7
Governance
Proposal 1 — Election of directors
All directors will be elected at the Annual Meeting to serve for a term expiring at the next annual meeting of stockholders and until his or her successor is elected, or until the director’s death, resignation or removal. If you sign your proxy card but do not give instructions with respect to the voting of directors, your shares will be voted for the 10 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 2023 annual stockholders’ meeting.
Each person nominated for election has agreed to serve if elected and, except with respect to the planned succession process described below, our Board has no reason to believe that any nominee will be unable to serve.
The 10 directors who are being nominated for election by the holders of common stock to the Board; their ages as of Mar. 26, 2024; 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.
On March 7, 2024, as part of a planned succession process, the Board approved the appointment of Ms. Fox-Martin, a current member of the Board, as our new chief executive officer and president. The appointment will be effective on a mutually agreed date that is expected to be later in our second fiscal quarter, but no later than June 17, 2024 (the applicable start date, the “Transition Date”). Ms. Fox-Martin will continue to serve on our Board but shall no longer be considered independent.
Ms. Fox-Martin will succeed Mr. Meyers, who announced that he plans to retire as chief executive officer and president effective on the Transition Date. Mr. Meyers will continue with Equinix in the role of executive chairman, where he will continue in his service on the Board in addition to performing other advisory and transition services.
As part of this succession process, effective on the Transition Date, Mr. Van Camp, our current executive chairman, will resign from that position and from his service as a Board member, and will no longer be a voting member of the Board. However, he will continue to provide advisory consulting services as special advisor to the Board. Mr. Van Camp is standing for re-election to the Board in order to provide continuity in the executive chairman role through the Transition Date when Mr. Meyers will assume the role.

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





EQUINIX 2024 PROXY STATEMENT
Governance / 8
NANCI CALDWELL
Independent Director / Since December 2015
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AGE: 66
COMMITTEES:
Nominating and Governance Chairperson.gif
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
ADAIRE FOX-MARTIN
Director / Since January 2020
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AGE: 59
CURRENT ROLE
President, Google Cloud Go-to-Market (since 2023) and Head of Google Ireland (since 2021)(1)
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 fulfillment as founder of SAP One Billion Lives Ventures, relevant to our own ESG initiatives
(1)See “Proposal 1 - Election of directors” elsewhere in this proxy statement for information about a planned succession process, after which time Ms. Fox-Martin shall be our chief executive officer and president, in addition to a Board member. At this time, Ms. Fox-Martin is no longer considered to be an independent director.





EQUINIX 2024 PROXY STATEMENT
Governance / 9
GARY HROMADKO
Independent Director / Since June 2003
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AGE: 71
COMMITTEES:
Finance Chairperson.gif
Nominating and Governance
Real Estate Chairperson.gif
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
CHARLES MEYERS
Director / Since September 2018
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AGE: 58
COMMITTEE:
Stock Award
CURRENT ROLE
Chief executive officer and president, Equinix (since 2018)(1)
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
(1)See “Proposal 1 - Election of directors” elsewhere in this proxy statement for information about a planned succession process, after which time Mr. Meyers shall be our executive chairman of the Board.





EQUINIX 2024 PROXY STATEMENT
Governance / 10
THOMAS OLINGER
Independent Director / Since January 2023
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AGE: 57
COMMITTEES:
Audit AuditExpert.gif
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, and as a current Audit Committee Chair
Risk management experience from prior operating roles
Public company board experience, including on another publicly listed REIT
CHRISTOPHER PAISLEY
Independent Director / Since July 2007 (and Lead
Independent Director since February 2012)
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AGE: 71
COMMITTEES:
Audit AuditExpert.gif Chairperson.gif
Finance
Nominating and Governance
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 (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





EQUINIX 2024 PROXY STATEMENT
Governance / 11
JEETU PATEL
Independent Director / Since June 2022
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AGE: 52
COMMITTEE:
Talent, Culture and Compensation
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
SANDRA RIVERA
Independent Director / Since October 2019
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AGE: 59
COMMITTEES:
Stock Award
Talent, Culture and Compensation Chairperson.gif
CURRENT ROLE
Chief executive officer, Altera, an Intel Corporation (since 2024)
PRIOR BUSINESS EXPERIENCE
Various roles, Intel Corporation (2000-2023), including leading the network platforms group, chief people officer and most recently as executive vice president and general manager of Data Center and AI Group
General manager of CTI division, Catalyst Telecom (1998-2000)
Co founder and president, The CTI Authority (1996-1998)
SKILLS & EXPERTISE
Executive leadership skills gained as an operating executive at multiple companies, including Intel
Extensive experience in the technology sector, including network infrastructure, 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
"Go-to-market" experience as an experienced sales and business development leader
Experience with public company M&A, including through numerous transactions while at Intel
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
Public company board experience





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FIDELMA RUSSO
Independent Director / Since June 2022
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AGE: 60
COMMITTEE:
Audit
CURRENT ROLE
Executive vice president and general manager of Hybrid Cloud (since 2023) and chief technology officer (since 2021), Hewlett Packard Enterprise (HPE)
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
PAST PUBLIC COMPANY BOARDS
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
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AGE: 68
CURRENT ROLE
Executive chairman, Equinix (since 2007)(1)
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 29 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
(1)See “Proposal 1 - Election of directors” elsewhere in this proxy statement for information about a planned succession process, after which time Mr. Van Camp shall transition to a special advisor to the Board.





EQUINIX 2024 PROXY STATEMENT
Governance / 13
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 historically under-represented 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 advisers 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.






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5. Global Experience/Perspective
Equinix is a global company currently operating in 71 markets in 33 countries, and continuing to expand into new markets. The perspective that comes from living outside the U.S., or the on-the-ground operating experience one gains from running a global company, bring valuable business and cultural insights to the Board.
6. Human Capital
At Equinix, we recognize that attracting, developing and retaining talent at all levels is vital to continuing our success. We are striving to build a culture where every employee, every day, can say, “I’m safe, I belong, and I matter” and to develop our workforce to better reflect and represent the communities in which we operate. 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 add 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.
Skills & ExperienceNanci Caldwell
Adaire
Fox-Martin
Gary HromadkoCharles MeyersThomas OlingerChris PaisleyJeetu PatelSandra RiveraFidelma Russo
Peter
Van Camp
Executive Leadershipüüüüüüüüü
Digital Infrastructure Servicesüüüü
Relevant Technology Depth and Customer Perspectiveüüüüüü
Cloud/Software Domain Experienceüüüü
Global Experience/Perspectiveüüüüüüüüü
Human Capitalüü
Go to Marketüüüüüüü
Capital Marketsüüü
REITs/Real Estate Developmentüü
M&A Experienceüüüüüüü
ESGüüüüü
Finance & Accountingüüü
Risk Managementüüü
Public Company Boardüüüüüüüü
BOARD DIVERSITY, TENURE AND REFRESHMENT
40%20%9.02 Years
Board
Female
Board
Ethnically
Diverse
Average Tenure of Board Nominees
3 new members added in the last 2 years
3 of 4 newest members self-identify as female and/or ethnically diverse





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Our Board values and appreciates both the new ideas, perspectives and skills that newer directors bring to the Board, and the knowledge and experience gained over multiple years with Equinix that is brought to our Board by our longer tenured directors. The Board believes that a mix of tenures provides optimum oversight.
The Board also understands the importance and value of diversity on the Board. Both the Corporate Governance Guidelines and the Nominating and Governance Committee Charter require the Nominating and Governance Committee to ensure qualified women and individuals from historically under-represented 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 2024, 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 two of our Board members will be representatives of historically under-represented groups.
In addition, the Nominating and Governance Committee and the Board seek new Board members with experience relevant to our industry and current strategy. For example, in 2022, the additions of Mr. Patel and Ms. Russo were designed to add technological expertise to our Board, as we continue to evolve our platform strategy and product offerings, and in 2023, the addition of Mr. Olinger provided our Board with relevant REIT, real estate and financial expertise that were key skills needed on our Board. 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.
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.

Board Diversity Matrix (As of April 12, 2024)
Total Number of Directors10
FemaleMale
Nonbinary
Did Not Disclose
Gender
Part I: Gender Identity
Directors46
Part II: Demographic Background
African American or Black
Alaskan Native or Native American
Asian1
Hispanic or Latinx1
Native Hawaiian or Pacific Islander
White35
Two or More Races or Ethnicities
LGBTQ+
Did Not Disclose Demographic Background






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BOARD SIZE
Equinix’s Board currently consists of 10 directors. Equinix’s bylaws provide that the number of directors will be determined by the Board, and the number of directors is currently set at 10.
Thus, there will be not be any vacant seats on Equinix’s Board following the Annual Meeting, until Mr. Van
Camp’s expected transition off of the Board later in our second fiscal quarter as part of our planned succession process described elsewhere in this proxy statement. 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.
DIRECTOR INDEPENDENCE
Seven of the Board’s 10 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; Mr. Van Camp, Equinix’s executive chairman; and Ms. Fox-Martin, who is expected to assume the role of Equinix’s chief executive officer and president later in our second fiscal quarter as described elsewhere in this proxy statement.
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 our Board candidates and incumbent nominees having the specific skills and experience identified above as valuable, 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. Further, the Nominating and Governance Committee Charter requires the Nominating and Governance Committee to ensure qualified women and individuals from
historically under-represented groups are included in the pool from which the Board nominees are chosen.
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,





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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 remained on the Board as executive chairman.
In Jan. 2018, Mr. Van Camp was appointed our interim chief executive officer and president. In Sept. 2018, Mr. Meyers was unanimously elected chief executive officer and president by the Board, and Mr. Van Camp resigned from these interim roles. Mr. Van Camp continues to serve as our executive chairman. Our chief executive officer is responsible for the day-to-day leadership of Equinix and its performance, and for setting the strategic direction of Equinix. Mr. Van Camp, with his depth of experience and history with Equinix dating back to 2000, provides support and guidance to management and to Mr. Meyers as executive chairman. He also provides leadership to the Board and works with the Board to define its structure and activities needed to fulfill its responsibilities, facilitates communication among directors and between directors and senior management, provides input to the agenda for Board meetings, works to provide an appropriate information flow to the Board, and presides over meetings of the full Board. Thus, while our chief executive officer is positioned as the
leader of Equinix and is free to focus on day-to-day challenges, our Board also has a strong leader with deep knowledge of Equinix in Mr. Van Camp. We believe this structure is best for both Equinix and our stockholders.
In Feb. 2012, Mr. Paisley was designated by the Board as its lead independent director. In this role, Mr. Paisley’s duties may include presiding at all meetings of the Board at which the executive chairman is not present; calling and chairing all sessions of the independent directors; preparing the agenda and approving materials for meetings of the independent directors; briefing management directors about the results of deliberations among independent directors; consulting with the executive chairman regarding agendas, pre-read materials and proposed meeting calendars and schedules; collaborating with the executive chairman and acting as liaison between the executive chairman and the independent directors; and serving as the Board’s liaison for consultation and communication with stockholders as appropriate, including on request of major stockholders. In addition, the number of independent directors on our Board and our committee structure provide additional independent oversight of Equinix. With the exception of the Stock Award Committee, all





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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.
As described elsewhere in this proxy statement, as part of a planned succession process, later in the second quarter of 2024, Ms. Fox-Martin shall become our chief executive officer and president, Mr. Meyers shall become our executive chairman, and Mr. Van Camp shall transition to a special advisor to the Board.
DIRECTOR ATTENDANCE
During the fiscal year ended Dec. 31, 2023, the Board held eight meetings, and our committees cumulatively held 30 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. In the event any director missed a meeting, that individual would separately discuss material items with Mr. Van Camp or Mr. Meyers.
BOARD COMMITTEES
The Board currently has 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. Special committees may also be formed from time to time.
The following table provides membership information for the incumbent directors for fiscal 2023 for such standing committees of the Board:
Committees
DirectorIndependent
Financial
Expert
AuditFinance
Nominating and Governance
Real
Estate
Stock
Award
Talent, Culture and Compensation
Nanci Caldwell
Chairperson.gif
Member.gif
Adaire Fox-Martin(1)
Member.gif
Gary Hromadko(2)
Member.gif
Chairperson.gif
Chairperson.gif
Charles Meyers

Member.gif
Thomas Olinger
AuditExpert.gif
Member.gif
Member.gif
Member.gif
Christopher Paisley(3)
LeadIndependent.gif
AuditExpert.gif
Chairperson.gif
Member.gif
Member.gif
Member.gif
Jeetu Patel(4)

Member.gif
Sandra Rivera
Member.gif
Chairperson.gif
Fidelma Russo
Member.gif
Peter Van Camp
ExecutiveChair.gif
Meetings in 2023
Board: 8
9
4
5
8
0
4
Chairperson.gif
Chairperson
Member.gif
Committee
Member
ExecutiveChair.gif
Executive
Chairman
LeadIndependent.gif
Lead Independent Director
AuditExpert.gif
Audit Committee Financial Expert





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(1)Ms. Fox-Martin served on the Nominating and Governance Committee until Mar. 2024. Ms. Fox-Martin is no longer considered to be an independent director in connection with her planned succession to the role of chief executive officer and president.
(2)Mr. Hromadko served on the Audit Committee until Dec. 2023. Mr. Hromadko joined the Nominating and Governance Committee in Mar. 2024.
(3)Mr. Paisley served on the Nominating and Governance Committee until Jan. 2023 and then rejoined the Nominating and Governance Committee in May 2023.
(4)Mr. Patel served on the Nominating and Governance Committee until May 2023.

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 2023 were Mr. Hromadko, Irving Lyons, Mr. Olinger, Mr. Paisley and Ms. Russo.
Mr. Lyons stepped down as a member of the Audit Committee in Jan. 2023, and left the Board following the 2023 Annual Meeting. Mr. Hromadko stepped down as a member of the Audit Committee in Dec. 2023. 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, 2023, the Audit Committee held nine meetings.
The Finance Committee was established to assist the Board in fulfilling its responsibilities across the principal areas of corporate finance for Equinix. The Finance Committee provides oversight and assistance to management in considering such matters as Equinix’s balance sheet, capital planning, cash flow, financing needs, use of hedges and Equinix’s credit ratings agency strategy and discussions with such agencies. The Board has also delegated to the Finance Committee oversight of specific financing transactions. A more detailed description of the functions of the Finance Committee can be found in the Finance Committee Charter, published on the board & governance section of Equinix’s website at Equinix.com. In 2023, the members of the Finance Committee were Mr. Hromadko, Mr. Lyons, Mr. Olinger and Mr. Paisley. Mr. Olinger joined the Finance Committee in Jan. 2023, in anticipation of Mr. Lyons’s departure from the Board and Finance Committee in May 2023. Mr. Hromadko is chairperson of the Finance Committee. During the fiscal year ended Dec. 31, 2023, the Finance Committee held four meetings.
The Nominating and Governance Committee was established to (i) identify individuals qualified to become members of the Board, and select the director nominees for the next annual meeting of stockholders, (ii) 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) review and consider developments related to the company’s Governance, Risk and Compliance program (the “GRC Program”) and to report to the Board on GRC Program activities and recommendations; (iv) regularly review the company’s cybersecurity risk exposure and mitigations to monitor and control such exposure; (v) receive periodic reports from the company’s chief compliance officer; (vi) oversee compliance with the company’s Code of Business Conduct; (vii) review and consider developments in corporate responsibility and report to the Board on activities and recommendations; (viii) provide oversight of the company’s public policy activities; and (ix) oversee the evaluation of the Board. A more detailed description of 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 2023 were Ms. Caldwell, Ms. Fox-Martin, Mr. Paisley and Mr. Patel. Mr. Paisley served on the Nominating and Governance Committee until Jan. 2023 and then resumed his position on the Nominating and Governance Committee following Ron Guerrier’s departure from the Board in May of 2023. Following the 2023 Annual Meeting, Mr. Patel left the Nominating and Governance Committee in order to serve on the Talent, Culture and Compensation Committee. Ms. Caldwell is chairperson of the Nominating and Governance Committee. During the fiscal year ended Dec. 31, 2023, the Nominating and Governance Committee held five meetings.
The Real Estate Committee reviews and approves capital expenditures in connection with real estate development, expansion or acquisition within parameters set by the full Board. Decisions are made considering a projected 10-year internal rate of return and within the context of a multiyear capital expenditure development pipeline and cash flow analysis provided by management to the Real Estate Committee. In approving and overseeing 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





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Committee has the authority to analyze, negotiate and approve the purchase, sale, lease or sublease of real property and approve guarantees related to real property lease transactions. A more detailed description of 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 2023 were Mr. Hromadko, Mr. Lyons, Mr. Olinger and Mr. Paisley. Mr. Lyons left the Board and the Real Estate Committee following the 2023 Annual Meeting. Mr. Hromadko is chairperson of the Real Estate Committee. During the fiscal year ended Dec. 31, 2023, the Real Estate Committee held eight meetings.
The Stock Award Committee has the authority to approve the grant of stock awards to non-Section 16 officer employees and other individuals. In 2023, the members of the Stock Award Committee were Mr. Lyons, Ms. Rivera, and Mr. Meyers. Ms. Rivera joined the Stock Award Committee following Mr. Lyons’s departure from the Board in 2023. 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 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 2023 were Ms. Caldwell, Mr. Lyons, Mr. Patel and Ms. Rivera. Mr. Lyons was chairperson of the Talent, Culture and Compensation Committee until his departure from the Board following the 2023 Annual Meeting. Following the Annual Meeting and Mr. Lyons’s departure from the Board, Mr. Patel joined the Talent, Culture and Compensation Committee and Ms. Rivera became its chairperson. During the fiscal year ended Dec. 31, 2023, 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. 2023, the Board held a multiday strategy meeting with senior management to discuss strategies, key challenges, and risks and opportunities for Equinix. The Board typically holds a meeting annually focused solely on strategy, to set the stage for the planning and development of Equinix’s operating plan for the coming year. In connection with this annual strategy meeting, the Board receives a detailed briefing from Equinix’s Enterprise Risk Management Program (the “ERM Program”), described further below. Additionally, each year, the Board receives at least one briefing from management on cybersecurity.





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The foundation of risk oversight at Equinix is our Governance, Risk and Compliance Committee (“GRCC”), led by our chief compliance officer and overseen by the Nominating and Governance Committee. The GRCC is a global, cross-functional group currently made up of our most senior leaders, across functions such as legal, compliance and risk management. The GRCC considers enterprise and emerging risks via the ERM Program. Our ERM Program focuses on the identification, assessment, management, monitoring and reporting of key business risks. Risk identification involves periodic risk surveys and/or risk interviews with key business process owners and executives to identify key strategic, operational, financial, regulatory, compliance and external risks at the enterprise level. We completed a global risk assessment in 2023 to identify enterprise risks. In addition, the ERM Program includes an Emerging Risks Team of business leaders at Equinix, representing a majority of business functions, that meets monthly to identify fast-moving, potentially impactful risks. The GRCC prioritizes top enterprise and emerging risks for reporting to, and dialogue with, our executive staff at least quarterly, and from this discussion, risks are presented to the Nominating and Governance Committee to consider for further assessment and report-out to either a committee or the full Board as appropriate. The ERM Program works with those responsible for a given area of risk to gather, evaluate and prioritize risk information for this assessment process through use of an enterprise risk profile document. Top risks are evaluated through a detailed risk assessment, and the risks are reexamined periodically as needed.
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 GRCC, formally launched in 2013, as described above. In connection with this oversight, the Nominating and Governance Committee receives quarterly updates on key issues, such as top risks identified by the ERM Program, 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. 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 overseeing and providing guidance on real estate expansion opportunities and the deployment of capital within the context of Equinix’s overall business and financial strategy and financial picture.
The Board believes that the risk management processes in place for Equinix are appropriate.
BOARD ONBOARDING PROGRAM
Equinix has an onboarding program, overseen by the Nominating and Governance Committee, to introduce new Board members to Equinix and the Board.
The program includes orientation sessions on the Board’s structure and processes, Equinix’s compliance environment, and the business.





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INVESTOR ENGAGEMENT
Equinix pursues engagement with stockholders throughout the year to best understand and address the issues that matter to our stockholders. In 2023, Equinix’s investor relations team met with numerous investors around the world by attending or hosting over 25 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 30 largest stockholders, at that time representing over 65% of our outstanding shares, in the fourth quarter of 2023, 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. 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 2024.
In addition, after our 2023 Annual Meeting of Stockholders, we conducted a targeted outreach to stockholders representing approximately 65% of our outstanding shares as part of an outreach effort led by the chair of our Talent, Culture and Compensation Committee to understand Say on Pay voting decisions. This outreach is discussed in greater detail below in “Compensation discussion and analysis.”
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 that 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 investor.equinix.com/board-governance/governance-documents. In addition, an anonymous reporting hotline and website have been established to facilitate reporting of violations of financial and nonfinancial 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 toward 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, 2023.
Stock ownership guidelines for our chief executive officer and his executive staff have also been established and require that these executives achieve target ownership levels, expressed as a multiple of salary. Until Feb. 2024, the target ownership level for our chief executive officer was three times his annual





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salary; for all others, the target ownership level was one times their annual salary. In Feb. 2024, these guidelines were amended to establish target ownership levels for our chief executive officer and his direct reports of six times and three times, respectively. 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, 2023.
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
We maintain a recoupment policy in compliance with Rule 10D-1 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) and NASDAQ’s listing standard in response thereto. For additional information, see our Recoupment Policy, which is filed as an exhibit to our Annual Report on Form 10-K filed with the SEC on Feb. 16, 2024.
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 2023 Annual Meeting, Ms. Fox-Martin, Mr. Olinger, Mr. Paisley, Mr. Meyers, and Mr. Van Camp were in attendance and available for questions.
2023 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. Historically, Compensia has conducted a detailed review of Equinix’s director compensation program every two years, with an abbreviated review in the off years, and presented its findings to the Talent, Culture and Compensation Committee.
In Dec. 2021, Compensia performed a detailed review of the director compensation program that resulted in certain changes to director compensation starting in 2022. No changes were made to director compensation in 2023.
In Sept. 2023, the Talent, Culture and Compensation Committee received a detailed review from Compensia on Equinix’s director compensation program, comparing the design of the program to peer practices, utilizing the same peers used for executive compensation decisions, and reviewing the alignment of total compensation and individual design elements to market. As a result of the review, and with aim to bring certain program elements to the 50th percentile of market, the Talent, Culture and Compensation Committee recommended the Board make the following changes to the director compensation program: (1) an increase in the annual equity grant value of $10,000 and (2) an increase to the Lead Independent Director Compensation of $20,000. The Board subsequently approved these changes in Dec. 2023, and the changes went into effect in Jan. 2024. Going forward, the Talent, Culture and Compensation Committee intends to undertake an annual review of the director compensation program.





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Non-employee directors receive a retainer in connection with their service on the Board. For fiscal 2023, the annual retainer was $75,000. In addition, in lieu of regular meeting fees, committee chairs (if any) and members received the following annual retainers for fiscal 2023, payable quarterly in arrears:
Committee
Chairperson
($)
Member
($)
Audit35,00015,000
Finance12,5005,000
Nominating and Governance20,00010,000
Real Estate25,00012,500
Talent, Culture and Compensation25,00012,500
Currently, non-employee directors only receive meeting fees for attendance at committee meetings in excess of a specified number of meetings in a calendar year. For 2023, the committee meeting fees and the threshold number of meetings that must be attended before any meeting fees are paid were:
Committee
Chairperson
($)
Member
($)
Threshold Number of Meetings
(#)
Audit5,0003,00012
Finance5,0003,0006
Nominating and Governance5,0003,0005
Real Estate5,0003,0008
Talent, Culture and Compensation5,0003,0008

The Board has also designated a lead independent director who earned a $30,000 annual retainer in 2023. Starting in 2024, the annual retainer for the lead independent director will be $50,000. 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 2023, the grant date fair value of these annual awards was $250,000. Starting in 2024, this annual award shall have a grant date fair value of $260,000.(1) 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 shall receive a prorated award of RSUs upon joining the Board, with a grant date fair value currently set at $260,000. 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 for directors are described above.

(1)As a result of the planned succession process discussed elsewhere in this proxy statement, Ms, Fox-Martin will not receive this annual award in 2024.





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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 2023.

Name
Fees Earned or Paid in Cash(1)
($)
Stock Awards(2)(3)(4)
($)
Total
($)
Nanci Caldwell107,500249,663357,163
Adaire Fox-Martin85,000249,663334,663
Ron Guerrier34,000
34,000
Gary Hromadko127,500249,663377,163
Irving Lyons lll47,000
47,000
Thomas Olinger
102,367336,092438,459
Christopher Paisley163,500249,663413,163
Jeetu Patel
86,500249,663336,163
Sandra Rivera95,000249,663344,663
Fidelma Russo
90,000249,663339,663
(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 353 shares granted to each newly elected non-employee director on the date of our annual stockholders’ meeting in May 2023, grant date fair value of $707.26. The amount for Mr. Olinger reflects an additional 123 RSUs granted in connection with his appointment to the Board in January 2023, grant date fair value of $702.68.
(3)Reflects the aggregate grant date fair value of the RSU awards granted to the director in 2023 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. 16, 2024, for a discussion of the assumptions made by Equinix in determining the values of our equity awards.
(4)As of Dec. 31, 2023, Ms. Caldwell, Ms. Fox-Martin, Mr. Hromadko, Mr. Olinger, Mr. Paisley, Mr. Patel, Ms. Rivera, and Ms. Russo each held 353 unvested RSUs (including accrued dividend equivalent units).
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, 2023, 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 1,397 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.





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Equinix stock ownership
The following table sets forth, as of Mar. 26, 2024, 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)
 3,511
*
Mike Campbell15,649
*
Scott Crenshaw
4
*
Adaire Fox-Martin(2)
 1,444
*
Gary Hromadko(3)
142,047
*
Jon Lin
7,018
*
Charles Meyers13,914
*
Brandi Galvin Morandi14,953
*
Thomas Olinger(4)
 476
*
Christopher Paisley(5)
 18,939
*
Jeetu Patel(4)
 718
*
Sandra Rivera(4)
 1,705
*
Fidelma Russo(4)
 353
*
Keith Taylor24,466
*
Peter Van Camp
8,132
*
Merrie Williamson(6)
0
*
The Vanguard Group(7)
100 Vanguard Blvd, Malvern, PA 19355
12,265,027
12.92%
BlackRock Fund Advisors(8)
Park Avenue Plaza, 55 East 52nd Street, New York, NY 10055
9,324,948
9.83%
State Street Corporation(9)
State Street Financial Center, 1 Lincoln Street, Boston, MA 02111
6,211,112
6.54%
All current directors and executive officers as a group (16 persons)(10)
253,329
*
*Less than 1%.
(1)Includes 353 shares issuable upon settlement of RSUs that will vest within 60 days of March 26, 2024. 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 353 shares issuable upon settlement of RSUs that will vest within 60 days of March 26, 2024. Also includes 703 vested shares pursuant to RSUs as to which Ms. Fox-Martin has deferred the settlement of until a later date.





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(3)Includes 353 shares issuable upon settlement of RSUs that will vest within 60 days of March 26, 2024. Also includes 21,770 shares pledged as collateral by Mr. Hromadko, which pledge was approved by our Talent, Culture and Compensation Committee.
(4)Includes 353 shares issuable upon settlement of RSUs that will vest within 60 days of March 26, 2024.
(5)Includes 353 shares issuable upon settlement of RSUs that will vest within 60 days of March 26, 2024. Also includes an aggregate of 845 shares held in trusts for Mr. Paisley’s children and a brother.
(6)Ms. Williamson commenced work at Equinix on March 25, 2024.
(7)Based on a Schedule 13G filed with the SEC as of Dec. 29, 2023. Includes 0 shares with sole voting and 199,463 shares with shared voting power. Includes 11,787,551 shares with sole dispositive and 477,476 shares with shared dispositive power by The Vanguard Group, an investment advisor. The total amount beneficially owned by The Vanguard Group is 12,265,027 shares.
(8)Based on a Schedule 13G filed with the SEC as of Dec. 31, 2023. Includes 8,493,078 shares with sole voting and 0 shares with shared voting power. Includes 9,324,948 shares with sole dispositive and 0 shares with shared dispositive power by BlackRock Inc., an investment advisor. The total amount beneficially owned by BlackRock Fund Advisors is 9,324,948 shares.
(9)Based on a Schedule 13G filed with the SEC as of Dec. 31, 2023. Includes 0 shares with sole voting and 3,616,906 shares with shared voting power. Includes 0 shares with sole dispositive and 6,195,184 shares with shared dispositive power by State Street Corp., an investment advisor. The total amount beneficially owned by State Street Corporation is 6,211,112 shares.
(10)Includes 2,824 shares issuable upon settlement of RSUs that will vest within 60 days of March 26, 2024. Also includes 1,898 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 2023
The Vanguard Group, Inc. was a holder of greater than 5% of our outstanding common stock during the 2023 fiscal year. In 2023, revenues from entities affiliated with The Vanguard Group, Inc. totaled approximately $8,980,000.
BlackRock Inc. was a holder of greater than 5% of our outstanding common stock during the 2023 fiscal year. In 2023, revenues from entities affiliated with BlackRock Inc. totaled approximately $2,301,000.





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State Street Corporation was a holder of greater than 5% of our outstanding common stock during the 2023 fiscal year. In 2023, revenues from entities affiliated with State Street Corporation totaled approximately $7,859,000.
A son of our independent director, Mr. Paisley, is employed by Equinix. In 2023, Mr. Paisley’s son
received total compensation of approximately $263,000, including salary, incentive plan compensation and RSU vesting income. This amount is consistent with the compensation and benefits provided to other employees with equivalent qualifications, experience and responsibilities.
SECTION 16(A) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
The members of the Board, the executive officers of Equinix, and persons who hold more than 10% of Equinix’s outstanding common stock (“Section 16 Insiders”) are subject to the reporting requirements of Section 16(a) of the Exchange Act, which require them to file reports with respect to their ownership of Equinix’s common stock and their transactions in such common stock. Based on (i) the copies of Section 16(a)
reports filed for the members of the Board and the executive officers for their 2023 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
Our Future First Strategy comprises the Environment, Social and Governance (“ESG”) initiatives 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 innovations that will enrich our work, life and planet. You can read more about these initiatives in our annual Sustainability Report, which is referenced for information only and not incorporated by reference in this proxy statement.
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Founding member of Asia-Pacific Data Centre Association (APDCA)
Signed 21 PPAs to date
Amounts to more than 1GW of renewable energy once operational
1099511704658
Renewable Energy Coverage Achieved in 2023
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 Scope 1 and 2 emissions 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 fully allocated the net proceeds from our approximately $4.9 billion in issued green bonds to date 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 2023, 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. 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.





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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.
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 marginalized 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 33 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 of 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 to 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.





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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, 2023, Equinix has achieved a decade 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. Our five-year supply chain ESG strategy prioritizes supplier data and relationship development to achieve our supply chain goals.
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. Our climate risk scenario analysis evaluating our physical and transitional risks are Task Force on Climate-Related Financial Disclosure aligned.
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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Executive officers
The following are our executive officers (as defined by applicable securities laws), their ages as of Mar. 26, 2024, their positions and offices held with Equinix, and certain biographical information. All serve at the discretion of the Board.
As discussed under “Proposal 1 - Election of directors,” Ms. Fox-Martin shall be our chief executive officer and president later in our second fiscal quarter. For more information about Ms. Fox-Martin, please see her bio under “Proposal 1- Election of directors.”
Mike Campbell
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Chief Sales Officer
(since 2016)
Age 58
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
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EVP and GM, Digital Services
(since 2022)
Age 59
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)








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Jon Lin
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EVP and GM, Data Center Services
(since 2021)
Age 47
PRIOR BUSINESS EXPERIENCE
Various management positions, most recently as president, Equinix Americas (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)
Charles Meyers(1)
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Chief Executive Officer and President
(since 2018)
Age 58
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
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Chief Legal and Human Resources Officer
(since 2019)
Age 51
PRIOR BUSINESS EXPERIENCE
Chief legal officer, general counsel and secretary, Equinix (2003-2019)
Corporate attorney, Gunderson Dettmer (1997-2003)
(1)See “Proposal 1 - Election of directors” elsewhere in this proxy statement for information about a planned succession process, after which time Mr. Meyers shall be our executive chairman of the Board.





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Keith Taylor
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Chief Financial Officer
(since 2005)
Age 62
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)
Merrie Williamson
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Chief Customer and Revenue Officer
(since 2024)
Age 47
PRIOR BUSINESS EXPERIENCE
Corporate Vice President of Azure Infrastructure and Digital and Application Innovation, Microsoft (2019-2024)
Various roles, including Global Senior Director Datacenter Sales and Marketing, Intel (1999-2019)





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Compensation
Proposal 2 — Advisory non binding vote on executive compensation
The Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010 (the “Dodd-Frank Act”) contains a provision that is commonly known as “Say-on-Pay.” Say-on-Pay gives our stockholders an opportunity to vote on an advisory, non binding basis to approve the 2023 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.

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The Board unanimously recommends a vote “FOR” proposal 2.





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Proposal 3 — Approval of the amendment of the Equinix, Inc. 2004 Employee Stock Purchase Plan, including to eliminate the Plan termination date
Equinix, Inc. (“Equinix,” or the “Company”) is asking stockholders to approve the amendment and restatement (together, the “Amendment”) of the Equinix, Inc. 2004 Employee Stock Purchase Plan (the “Plan”). On the recommendation of the Talent, Culture and Compensation Committee (the “Compensation Committee”) of our Board of Directors (the “Board”), on April 10, 2024, our Board approved the Amendment of the Plan, subject to stockholder approval, to eliminate the Plan’s termination date, and to modify certain other Plan provisions to facilitate administration of the Plan and implement best practice changes. We are not seeking any increase in the number of shares of Equinix common stock reserved for issuance under the Plan. If the Amendment of the Plan is not approved by our stockholders, then the Plan will automatically terminate on June 4, 2024.
Board Recommendation
The Board considers equity compensation to be an important part of aligning the interests of employees and stockholders, and believes that a market-competitive, broad-based stock purchase plan is a critical tool for attracting, motivating and retaining employees in the markets in which we compete for talent. By enabling us to continue to offer a market-competitive employee stock purchase plan, we will be better able to promote the long-term success and enhance the value of Equinix.
Therefore, the Board believes that it is in the best interests of Equinix and our stockholders to approve the Amendment of the Plan and recommends approval of the Amendment of the Plan by our stockholders.
Key and Material Changes to the Plan
The Plan is intended to be tax-qualified for U.S. tax purposes under Section 423(b) of the Internal Revenue Code (the “Code”) and allows for the grant of purchase rights that are intended to be tax-qualified under “Section 423 Offerings,” but also allows for the grant of purchase rights that are not U.S. tax-qualified under “Non-Section 423 Offerings.” The following summary highlights the proposed material changes and other key changes to the Plan:
Elimination of the Plan Termination Date. The Plan termination date, which was June 4, 2024, has been eliminated so that Equinix may continue to offer the
Plan to eligible employees for as long as there are shares available.
Expansion of Eligible Entities and Non-Section 423 Offerings. The Plan has been expanded to allow for the grant of purchase rights under Non-Section 423 Offerings to employees of entities controlled by Equinix, even if such entities are not subsidiary corporations under the Code (and therefore are ineligible to participate in Section 423 Offerings), and to allow for the terms of Non-Section 423 Offerings to deviate from certain annual purchase limitations and other terms required for Section 423 Offerings.
Clarification of the Compensation Committee’s Authority to Administer the Plan. The Plan has been clarified to more fully describe the Compensation Committee's administrative authority, including to adopt sub-plans to accommodate local laws for jurisdictions in which the Plan is offered and to determine whether participating companies will participate in a Section 423 Offering or a Non-Section 423 Offering, and also to allow the Compensation Committee to delegate certain administrative tasks to officers or other parties.
Modernization and other Best Practice Updates. The Plan has been updated to modernize certain features, such as to reflect the use of online enrollment procedures and electronic delivery of shares, as well as to include other best practice updates, including with respect to tax withholding, tax qualification and legal compliance.
Summary of the Plan
The principal features of the Plan, as reflected in the Amendment, are summarized below. This summary is not a complete description of the Plan and is qualified in its entirety by reference to the Plan, which is attached to this proxy statement as Appendix B.
Administration
The Plan will be administered by the Compensation Committee, which will consist exclusively of one or more directors of the Company, who will be appointed by the Board. However, to the extent not prohibited by applicable law, the Compensation Committee may delegate to a subcommittee of the Compensation Committee, one or more officers of the Company or other persons or groups of persons some or all of its authority under the Plan, under conditions or limitations that the Compensation Committee may set at or after the time of delegation. Among other things,





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the Compensation Committee may interpret the Plan, determine eligibility, determine the terms and conditions of any purchase rights under the Plan and amend such rights, make such rules and regulations and appoint such agents as appropriate to administer the Plan, make all policy decisions regarding the Plan, and adopt sub-plans, procedures, agreements or appendices that may modify the terms of the Plan (other than with respect to the number of shares available) to accommodate local laws, customs and procedures for jurisdictions in which the Plan is offered.
Effective Date and Term
The Equinix, Inc. 2004 Employee Stock Purchase Plan was originally adopted by the Board effective June 3, 2004. The Amendment of the Plan, as adopted by the Board on April 10, 2024, will become effective upon its approval by the Company’s stockholders, and thereafter will continue indefinitely for as long as there are shares available, subject to earlier termination of the Plan by the Board.
Eligibility
Employees of the Company and its designated subsidiaries, and with respect to Non-Section 423 Offerings, employees of other designated entities that are directly or indirectly controlled by the Company, are eligible to participate in the Plan (together with the Company, all such subsidiaries and other entities as referred to in the Plan as “Participating Companies”), provided that their customary employment is for more than five months per calendar year and for at least 20 hours per week. However, the Compensation Committee may determine prior to the commencement of an offering period that such exclusion of part-time employees will not apply or the Compensation Committee may exclude employees whose customary employment is for fewer hours per week or fewer months in a calendar year, provided that such terms are applied in an identical manner to all employees of every company participating in each Section 423 Offering under the Plan. To the extent that participation in the Plan is prohibited by local law or by a collective bargaining agreement, then such employee will not be eligible to participate in the Plan. The Compensation Committee has discretion to impose other limitations on eligibility, subject to Section 423 of the Code, as applicable. As of January 8, 2024, the latest enrollment period, approximately 13,000 employees were eligible to participate in the Plan.
Shares Available
The number of shares of Equinix common stock previously approved by stockholders and available for issuance under the Plan is 2,261,616 (subject to anti-dilution adjustments that may be made by the Compensation Committee, pursuant to the terms of the Plan). We estimate that this remaining pool will be sufficient to allow us to continue to offer the Plan until the year ending 2038, in light of the expected levels of ongoing participation in the Plan. However, the share pool could last for a longer or shorter period of time based on various factors which cannot be predicted, including the growth of our employee population, future Plan offering practices, our stock price and prevailing market conditions. In the event that more shares are required for the Plan in the future, the prior approval of our stockholders will be required.
Up to the maximum number of such shares may be used to satisfy purchases of shares of Equinix common stock under Section 423 Offerings, and any remaining portion of such maximum number of shares may be used to satisfy purchases of shares of Equinix common stock under Non-Section 423 Offerings.
Offering Periods; Accumulation Periods
Under the Plan, two overlapping 24-month offering periods commence in each calendar year, on February 15 and August 15, respectively. Additionally, two six-month “accumulation periods” during which participant contributions may be made commence in each calendar year, on February 15 and August 15, respectively. The Compensation Committee, in its discretion, may change the dates and duration of the offering periods and accumulation periods or may conduct additional offerings under the Plan, with such duration and commencement as determined by the Compensation Committee. The purchase date for shares under the Plan is at the closing of each accumulation period.
Amount of Contributions
Participants may generally contribute between 1% and 15% (in whole percentages) of their eligible compensation through payroll deductions or other payments that the Compensation Committee may permit participants to make. Participants may change their contribution rates up to twice during an accumulation period, with such change to become effect as soon as practicable after the Company has received such change request, except that, unless otherwise determined by the Compensation Committee, any increase in a Participant's contribution rate may take effect only as of the start of a new accumulation period under the Plan.





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Purchase Price
The price at which shares of Equinix’s common stock may be purchased at the close of an accumulation period will be a price determined by the Compensation Committee and announced prior to the first business day of an offering period, and will not be less than the lower of (i) 85% of the fair market value of a share on the last trading day in an accumulation period; or (ii) 85% of the fair market value of a share on the last trading day before the commencement of the applicable offering period.
For this purpose, “fair market value” generally means the market price of common stock, determined by the Compensation Committee as follows: (i) if Equinix’s common stock was traded on the Nasdaq Global Select Market on such date, then the fair market value will be equal to the closing price quoted for such date; (ii) if Equinix’s common stock was traded on a different stock exchange on such date, then the fair market value will be equal to the closing price reported by the applicable composite transactions report for such date; or (iii) if items (i) or (ii) do not apply, then the Compensation Committee will determine the fair market value in good faith on the basis the Compensation Committee deems appropriate. Additionally, the determination of fair market value for purposes of withholding or reporting of tax-related items may be made in the Compensation Committee’s discretion subject to applicable laws and is not required to be consistent with the determination of fair market value for other purposes. As of March 26, 2024, the closing price of a share of Equinix’s common stock on the Nasdaq Global Select Market was $800.07.
Purchase of Shares
As of the last day of the accumulation period, each participant in the Plan will purchase the number of shares of Equinix’s common stock determined by dividing the contribution amount then in the participant’s account by the purchase price. However, a participant may not purchase more than 2,500 shares of Equinix common stock with respect to any accumulation period, or such lesser number of shares resulting from the application of the other limitations addressed in the Special Limitations section below. Additionally, the Compensation Committee may determine that any fractional share will be rounded down to the nearest whole share or credited as a fractional share.
Special Limitations
Participants are subject to certain limitations on stock ownership, which are in addition to the 2,500 share purchase limit described under the Purchase of Shares section.
Firstly, no participant may be granted a right to purchase shares of Equinix common stock under the Plan if such participant, immediately after the participant’s election to purchase such shares, would own Equinix common stock possessing more than 5% of the total combined voting power or value of all classes of stock of the Company or any parent or subsidiary of the Company.
Secondly, unless otherwise determined by the Compensation Committee for a Non-Section 423 Offering, the value of stock purchased during an offering period that commenced in the current calendar year is limited to $25,000 minus the fair market value of the shares purchased in the current calendar year (with the fair market value determined in each case as of the beginning of the offering period in which the stock is purchased). With respect to item (ii), there are similar limitations for the two preceding calendar years, whereby stock purchased during an offering period that commenced in the immediately preceding calendar year has a similarly calculated $50,000 limit, and with respect to stock purchased during an offering period that commenced in the second preceding calendar year, a similarly calculated $75,000 limit. In the event that a participant is precluded from purchasing additional stock under the Plan due to this calendar year limitation, then the participant’s employee contributions will automatically be discontinued and will resume at the beginning of the earliest accumulation period ending in the next calendar year, provided that the participant is eligible to participate in the Plan at such point.
Transferability
The rights and interests of participants under the Plan are not transferable in any manner other than upon the death of the participant. Participants who attempt to otherwise transfer, assign, or encumber their rights or interests under the Plan will be treated as having elected to withdraw from the Plan.
Withdrawals
Participants may elect to withdraw from the Plan by filing a prescribed form with the Company’s designated Plan broker via the online enrollment process or, if required by applicable law as determined by the Company in its sole discretion, by completing and submitting such form to the Company at the prescribed location at any time before the last day of





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an accumulation period. As soon as reasonably practicable thereafter, payroll deductions or other contributions will cease and the entire amount credited to the participant’s account will be refunded in cash, without interest. No partial withdrawals are permitted.
Termination of Employment
If a participant is no longer employed by a Participating Company (as such term is defined in the Plan) or is otherwise no longer an eligible employee under the Plan, the employee's participation in the Plan will cease.
Reorganizations
In the event of a merger or consolidation of the Company with or into another entity or any other corporate reorganization, or in the event of the sale or other disposition of all of the Company’s assets or the liquidation of the Company, the offering period and accumulation period then in progress under the Plan will terminate and shares will be purchased, unless the Plan is continued or assumed by the surviving corporation or its parent.
Plan Amendment and Termination
The Board has the right to amend, suspend or terminate the Plan at any time and without consent of the participants. Upon termination of the Plan, all contributions will cease and all amounts then credited to a participant’s account will be equitably applied to the purchase of shares of Equinix’s common stock then available for sale, and any remaining amounts will be refunded to the participants, without interest. Additionally, the Company’s chief executive officer may also amend the Plan to the extent allowable under applicable law to effect non-material amendments. Except with respect to certain anti-dilution adjustments, any increase in the aggregate number of shares to be issued under the Plan will be subject to a vote of the Company’s stockholders. Any other amendment of the Plan will be subject to approval by the Company’s stockholders, to the extent required by applicable law.
U.S. Federal Income Tax Consequences of Shares Purchased under the Plan
The following is a summary of the general U.S. federal income tax consequences applicable to the purchase of Equinix common stock under the Plan based on current U.S. federal income tax laws, current as of March 26, 2024, but is not a detailed or complete description of all U.S. federal tax laws or regulations that may apply, and does not address any local, state or other country laws. The summary is general in nature and is not intended to cover all tax
consequences that may apply to a particular employee or to Equinix or any other company designated by the Compensation Committee to participate under the Plan. The provisions of the Code and treasury regulations relating to these matters are complicated and may change, and their impact in any one case may depend upon the particular circumstances.
U.S. Federal Income Tax Information for Section 423 Offerings. Shares purchased under a Section 423 Offering are intended to qualify for favorable U.S. federal income tax treatment available to rights to purchase stock granted under an employee stock purchase plan that qualifies under the provisions of Section 423(b) of the Code. Under these provisions, no income will be taxable to a participant until the shares purchased under the Plan are sold or otherwise disposed of. If the shares are disposed of within two years from the date of grant of the right to purchase shares (i.e., the beginning of the offering period) or within one year from the purchase date of the shares, a transaction referred to as a “disqualifying disposition,” the participant will realize ordinary income in the year of such disposition equal to the difference between the fair market value of the shares on the purchase date and the purchase price. The amount of such ordinary income will be added to the participant’s basis in the shares, and any additional gain or resulting loss recognized on the disposition of the shares after such basis adjustment will be a capital gain or loss. A capital gain or loss will be long-term if the participant holds the shares for more than one year after the purchase date.
If the shares purchased under the Plan are sold (or otherwise disposed of) more than two years after the date of grant of the right to purchase shares and more than one year after the shares are transferred to the participant, then the lesser of (i) the excess of the sale price of the shares at the time of disposition over the purchase price, and (ii) the excess of the fair market value of the shares as of the purchase right grant date over the purchase price (determined as of the first day of the offering period) will be treated as ordinary income. If the sale price is less than the purchase price, no ordinary income will be reported. The amount of any such ordinary income will be added to the participant’s basis in the shares, and any additional gain or resulting loss recognized on the disposition of the shares after such basis adjustment will be long-term capital gain or loss.
Equinix generally will be entitled to a deduction in the year of a disqualifying disposition equal to the amount of ordinary income realized by the participant as a result of such disposition, subject to any applicable





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limitations under the Code. In other cases, no deduction is allowed.
U.S. Federal Income Tax Information for Non-Section 423 Offerings. If the right to purchase shares under the Plan is granted under a Non-Section 423 Offering, then the amount equal to the difference between the fair market value of the shares on the purchase date and the purchase price will be treated as ordinary income at the time of such purchase. In such instances, the amount of such ordinary income will be added to the participant’s basis in the shares, and any additional gain or resulting loss recognized on the disposition of the shares after such basis adjustment will be a capital gain or loss. A capital gain or loss will be long-term if the participant holds the shares for more than one year after the purchase date.
Equinix generally will be entitled to a deduction in the year of purchase equal to the amount of ordinary income recognized by the participant as a result of such purchase, subject to any applicable limitations under the Code. For U.S. participants, taxes owed pursuant to the Federal Unemployment Tax Act and the Federal Unemployment Tax Act will generally be due in relation to ordinary income earned as a result of participation in a Non-Section 423 Offering.
New Plan Benefits
Because participation in the Plan is voluntary, and the amounts of future purchases under the Plan are dependent upon each participant’s elective contributions, as well as the value of Equinix’s shares of common stock, the benefits to be received in the future by eligible employees are not determinable.
Past Participation in the Plan
The table below sets forth the number of shares of Equinix common stock purchased by participating employees since the inception of the Plan through March 26, 2024. Non-employee directors are not eligible for participation in the Plan. No associate of a non-employee director or executive officer or nominee for election as a director has purchased shares under the Plan and no participating employee has purchased five percent or more of the total amount of shares of common stock purchased under the Plan.

Name and Position
Aggregate Number of Shares Purchased
Charles Meyers, Chief Executive Officer and President
1,603
Keith Taylor, Chief Financial Officer
4,810
Mike Campbell, Chief Sales Officer
548
Scott Crenshaw, EVP and GM, Digital Services
100
Jon Lin, EVP and GM, Data Center Services
2,285
Brandi Galvin Morandi, Chief Legal and Human Resources Officer
4,812
All current executive officers as a group14,158
All current non-executive directors as a group0
All current and former employees, excluding current executive officers as a group3,116,432
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The Board unanimously recommends a vote “FOR” proposal 3.





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Compensation roadmap
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I.How did we perform and what are our practices?
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II. How were our CEO and named executive officers compensated?


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III. Policies and other information





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Compensation discussion and analysis
NAMED EXECUTIVE OFFICERS
This Compensation Discussion and Analysis (“CD&A”) describes Equinix’s executive compensation policies, material compensation elements and pay decisions for the individuals who served as our chief executive officer and chief financial officer during 2023, as well as the other individuals included in the 2023 Summary
Compensation Table in this proxy statement, who are collectively referred to as the named executive officers (“NEOs”). Karl Strohmeyer, our former Chief Customer and Revenue Officer, resigned from Equinix as of August 1, 2023. He is included in this CD&A as required by Item 402(a) of Regulation S-K.

Charles.gif
Keith.gif
Mike.gif
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Charles Meyers
Keith Taylor
Mike Campbell
Scott Crenshaw
Brandi Galvin Morandi
Chief Executive Officer and President
Chief Financial
Officer
Chief Sales Officer
EVP and GM,
Digital Services
Chief Legal and Human Resources Officer





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2023 COMPENSATION AT A GLANCE
2023 Total Direct Compensation*
2023TotalDirectCompensation.gif
*
Total Direct Compensation represents actual base salary and annual incentive award earned, and target long-term incentive opportunities, for the 2023 performance period.
Target Compensation Mix(1)(2)(3)(4)
Chief Executive Officer
Average - Named Executive Officers
TargetMix_CEO.gif
TargetMix_NEO.gif
(1)Average - Named Executive Officers chart excludes Mr. Meyers.
(2)Percentages may not sum to 100% due to rounding.
(3)Reflects the market value of the RSU and PSU awards on the grant date of Feb. 14, 2023, and target values with respect to the 2023 annual incentive plan and the performance based RSU awards.
(4)Annual incentives were paid in immediately vested RSUs in 2023.





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2023 PAY AND PERFORMANCE HIGHLIGHTS
2023 was our 21st year of consecutive quarterly revenue growth. For the full year of 2023, we delivered revenue growth of 13% and adjusted funds from operations (“AFFO”) growth of 11%, on an as-reported basis, over strong 2022 results. On a normalized and constant currency basis, our revenue growth was 15%
and our AFFO growth was 13%. Our AFFO/Share was $32.11 per share, a 9% increase over the previous year on an as-reported basis and 11% on a normalized and constant currency basis. Over the three-year period ending on Dec. 31, 2023, we also saw stock price returns of 20.41%, including reinvested dividends.
REVENUES (in millions)
AFFO(1)/Share
STOCK PRICE PERFORMANCE(2)
+13%
+9%
+20.41%
Performance_Revenues.gif
AFFOchart.gif
Performance_StockPrice.gif
(1)For a reconciliation of this non-GAAP financial measure to the corresponding GAAP measure, please refer to Appendix A of this proxy statement.
(2)Stock price performance from Jan. 1, 2021, to Dec. 31, 2023, including reinvested dividends of $44.11. Calculated using the 30-day trading average for EQIX on January 1, 2021, and December 31, 2023, the start and end of the performance period.

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 2023. The base salaries and the annual target bonus for all named executive officers have not increased since 2021.
Annual incentive paid out at 101% of target. These annual incentives were performance-based and, consistent with the prior year, dependent upon annual revenue and AFFO per share (“AFFO/Share”) growth, and included a +/- 10% strategic modifier based on achievement of key ESG objectives across the areas of renewable energy coverage, energy efficiency, climate strategy, water usage, and increasing racial and gender diversity in our workforce, as well as achievement of digital services revenue goals. From a financial perspective, our revenue performance fell just short of target for 2023, but we exceeded our AFFO/Share target, resulting in a funding of the plan at 104%. The strategic modifier was achieved at 97%, resulting in a bonus payout of 101%.
Thoughtful selection of rigorous metrics that focus on key elements of financial performance and strategic priorities while ensuring goal alignment across our organization. Across our short- and long-
term incentive programs, we focus on metrics that align with our strategic priorities and are key indicators of our short and long-term success. Due to the recurring revenue nature of our business, one-year performance is critical to driving our short and long-term financial results. Additionally, use of a one-year performance period also allows us to set highly ambitious goals that require out-performance relative to our internal plans. For our short-term incentive structure, our metrics are consistent across our executive team and the broader employee population to ensure shared focus across the company on key financial and strategic goals. Our long-term incentive structure applies exclusively to our executive team and is intended to focus and reward these individuals for aspects of performance tied to long-term value creation and strategic execution and the one-year performance period is followed by a two-year service period to encourage leadership retention and continued performance. We use consistent one-year financial performance metrics across our annual and long-term incentives because in our highly recurring revenue business, strong short-term financial performance in year one creates a contracted revenue base for future years. In addition, we use markedly different maximum payout levels and payout curves under our short- and long-term program. This provides greater upside





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potential under our long-term program, consistent with our focus on long-term value creation, and calibrates payout opportunities for each metric under each program with its significance to short- or long-term success. For example, under our annual incentive program we must achieve minimum performance levels for both revenue and AFFO/Share goals for the plan to fund and over performance is
driven only by superior AFFO/Share performance to emphasize the importance of profitability on an annual basis. In our long-term program, each metric has upside potential and achieves funding independently, given the significance of each to our ability to achieve sustained, long-term value creation.

Annual Incentive Program
Long-Term Incentive Program(2)
Primary Metrics
Revenue
AFFO/Share
Strategic Modifier
Revenue
AFFO/Share
Digital Services Revenue
rTSR
50%
50%
r
±10%
25%
25%
16.67%
33.33%
Overall Structure
A minimum of threshold performance must be achieved for both metrics for any payout to be earned
Each metric achieves funding independently
Above-Target Performance Potential
Maximum payout possible is 132% of target. Revenue achievement capped at target to ensure teamwide focus on near-term profitability
Maximum payout possible is 200% of target, both for each individual metric and overall, consistent with our focus on long-term value creation
Participation
All employees(1)
Executives only
(1)Strategic modifier applies only to VP and above employees.
(2)Breakdown of metrics reflects relative percentage each metric represents as a component of the performance-based portion of the award. See Long-Term Equity Compensation for details regarding weighting of the performance- and time-based components of our long-term incentives.
See “Stockholder Engagement and Our Say On Pay Vote,” “Annual Incentive Compensation,” and “Long-Term Equity Compensation” below for additional information.
Equity awards 60% performance based. For 2023, we continued to grant a mix of service-vesting restricted stock units (“RSUs”) and performance-vesting RSUs (“PSUs”), with 60% of the target value made up of PSUs. The metrics for the PSUs consisted of a combination of financial goals (annual revenue, digital services revenue and AFFO/Share, which together determine two-thirds of the award payout) and relative total shareholder return (“TSR”) against the IWB Russell 1000 Index Fund (the “Russell 1000”), which determines one-third of the award payout. Our performance in 2023 resulted in 82% 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 2021-2023, resulted in a payout of 84.44% of target shares under the performance RSUs based on relative TSR.
Robust outreach to stockholders following 2023 Annual Meeting. We received approximately 74% support for last year’s Say-on-Pay proposal. While we appreciate that a significant majority of stockholders supported our pay decisions, our Talent, Culture and Compensation Committee (referred to as the Compensation Committee throughout this CD&A) was eager to understand stockholders’ questions and concerns regarding our executive compensation program. Accordingly, we conducted an outreach effort to approximately 65% of shares outstanding following our 2023 Annual Meeting. We gained valuable feedback in the 10 meetings we held with stockholders representing over 35% of shares outstanding, which informed disclosure enhancements in this proxy statement and adjustments to our program for 2024 outlined below. In addition, we subsequently conducted our annual outreach effort to approximately 65% of shares outstanding to discuss other corporate governance, sustainability and strategic topics of interest to stockholders.





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Revenue and AFFO/Share continue to be key metrics of focus in our 2024 program. In our conversations with stockholders, our use of revenue and AFFO/Share in both our annual and long-term incentive programs was a recurring topic of discussion. Since converting to a REIT in 2015, we have found technology-oriented investors tend to emphasize the importance of revenue as a key indicator of financial performance, whereas REIT-oriented investors tend to focus on AFFO/Share. In our outreach conversations, we explained the criticality in our view of these two metrics to measure both short- and long-term success given the hybrid REIT-technology nature of our business and their significance to our sensible growth strategy, and the structural differences between each program to calibrate payout opportunities for each metric with its significance to short- or long-term success. Further, because we have broad employee participation in the short-term incentive program, the metrics under that program create a shared and consistent focus across the company, which we further emphasize for executives under the long-term program given their efforts most directly impact performance outcomes.
For these reasons, the Compensation Committee continues to believe that both revenue and AFFO/Share metrics should be featured in both short- and long-term incentive programs, rather than emphasizing only one in each program or using alternative metrics. In light of our discussions with stockholders, however, the Compensation Committee determined to adjust the metrics for 2024 awards to remove digital services revenue as a metric under our long-term incentive program and retain it only as a component of the strategic modifier under the annual incentive program. Revenue and AFFO/Share will be retained as the metrics used for the long-term incentive program. In making this decision, the Compensation Committee considered that digital services growth remains a strategic short-term focus for our team broadly, but because it has become a large enough component of our overall business, its performance will adequately impact revenue results in the long-term incentive program.
STOCKHOLDER ENGAGEMENT AND OUR SAY ON PAY VOTE
In 2023, 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 74% voting in favor of our program (based on shares represented in person or by proxy at the meeting and voted on the matter). Nonetheless, our Board and Compensation Committee sought to understand the questions and concerns that drove stockholders’ feedback in Say on Pay voting decisions.
In the fall of 2023, we reached out to stockholders representing approximately 65% of our outstanding shares, as part of an outreach effort led by the chair of
our Talent, Culture and Compensation Committee. We gained valuable feedback in the 10 meetings we held with stockholders representing over 35% of shares outstanding, which was shared with the Compensation Committee and informed disclosure enhancements in this proxy statement and adjustments to our program for 2024 outlined previously. A summary of key compensation-related feedback received is provided below.
We greatly appreciate stockholders’ contributions in these meetings and value the constructive feedback received. We expect to continue to engage with stockholders in the ordinary course on an annual basis.

Compensation-Focused Stockholder Engagement in Fall 2023
Outreach to
65%
Outstanding Shares
Meetings with
10
Stockholders
Representing
35%
of Shares Outstanding






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Shareholder Feedback ReceivedOur Perspective/How We Responded
The use of revenue and AFFO/Share across our short- and long-term incentive programs was a consistent topic of conversation across our engagements with stockholders. However, we have also received consistent feedback over the years from REIT-oriented investors indicating that AFFO/Share is the metric they look to for value creation across any time horizon, and from technology-oriented investors focused on growth that view revenue as our top financial priority.
After carefully considering this feedback, which reflects our unique, hybrid positioning within both the technology and REIT sectors, the Compensation Committee continues to believe, that AFFO/Share and revenue are important measures of performance for both our short-term and long-term incentive structure in light of its and investors’ views of the criticality of both to our short- and long-term performance, in line with the recurring revenue and growth nature of our business.
As explained in “2023 Pay and Performance Highlights” above, we use markedly different maximum payout levels and payout curves under our short- and long-term program. This provides greater upside potential under our long-term program, consistent with our focus on long-term value creation, and calibrates payout opportunities for each metric under each program with its significance to short- or long-term success.
Furthermore, our short-term incentive program applies to all employees, and therefore creates a shared and consistent focus across the company while our long-term incentive structure, applicable exclusively to our executive team, further focuses and rewards executives on strong execution of these critical measures of our performance.
Almost all stockholders supported our use of rTSR as a performance metric within our long-term incentive program, although some questioned our use of the Russell 1000 as the comparator index for this metric. Certain stockholders also indicated a desire to have a cap on payments under the rTSR if Equinix’s TSR was negative during the period.
In light of this feedback, the Compensation Committee determined to continue using rTSR as a metric for 2024, but will be using the S&P 500 Total Return Index (SPTR) for purposes of assessing our relative performance. In addition, if Equinix’s TSR is negative during the performance period, vesting under the award shall be capped at 100% of target.
Stockholders suggested increasing the performance-based component of our long-term incentive to further enhance the pay and performance alignment of our program.
Consistent with feedback received from stockholders, we have increased the financial and rTSR PSU components of our long-term incentive to account for 67% of the award mix beginning in FY24.
Some stockholders noted a preference for a three-year performance period for all long-term incentive metrics and, absent change, encouraged us to explain the Compensation Committee’s rationale for our current structure.
After carefully considering stockholders’ perspectives on performance periods, the Committee determined it was important to maintain our current structure to account for the recurring revenue nature of our business. Because of our recurring revenue model, achievement in year one delivers additional revenue and therefore drives results in years two and three. A one-year performance period also enables the Compensation Committee to set more rigorous goals than would be possible using a three-year performance period.
As outlined in “Principal Elements of Executive Compensation” below, we balance the one-year performance period for the financial component of our long-term incentive by using a full three-year performance period for the rTSR component.
Most stockholders encouraged us to enhance our disclosure to discuss our stockholder outreach efforts and better explain our current program structure.
We have significantly enhanced this Compensation Discussion & Analysis to include this discussion of stockholder engagement, and have endeavored to clearly explain the structure of and rationale for each component of our program. We have also enhanced our long-term incentive discussion to provide threshold and maximum, in addition to target, goals.





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2023 EXECUTIVE COMPENSATION PROGRAM
Program Philosophy and Objectives
Our executive compensation philosophy is 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, the target total direct compensation of each named executive officer had a significant percentage tied to performance, as illustrated by the potential pay mix described above, to reward both achievement of
annual objectives and delivery on performance indicators directly linked to our ability to deliver sustained, long-term value to stockholders. 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.

How We Determine Compensation
The Compensation Committee considers the following factors when determining compensation, with no single factor being determinative:

8Our performance both over the past year and long-term
8The executive’s performance over the year and throughout their career with us
8The executive’s leadership, level of experience in the position, and potential for future responsibility and promotion
8The executive’s marketability in the marketplace based on their skill set
Marketability is assessed by reference to market data and comparability to our compensation peer group and broader survey data
8The executive’s criticality to our operations and the difficulty we would have in replacing them
8Internal parity between executives based on their contributions
8With respect to equity, the retention value of unvested shares held by an executive





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Principal Elements of Executive Compensation
The table below sets forth the principal components of our executive compensation program.
ComponentPerformance CriteriaLink to Stockholder ValueVehicle/Vesting Period
Charts_16.gif
Base Salary
Continued alignment of salary with individual performance and market demands is evaluated on an annual basis.
Attracts and retains high-performing executives by providing competitive fixed pay aligned with roles, responsibilities and individual performance
Cash (vesting not applicable)
Charts_17.gif
Annual IncentivesRevenue
50percent.gif
Motivates continued growth in the business
Delivered annually in immediately vested RSUs
AFFO per Share
Aligns executive and stockholder interests through focus on profit
Strategic Modifier*
10percent.gif
Aligns to strategic environmental and social aspirations and digital services revenue growth priorities
Long-Term Incentives
Financial Incentive PSUs
Charts_8.gif
Key indicators of long-term success; one-year performance period enables highly rigorous goals in-line with recurring revenue business model & two-year service period encourages leadership retention and continued performance
Two-thirds of the long-term equity award is subject to multi year vesting periods
Financial Incentive PSUs Vesting by Year
PSU_Years.gif
LTI_PSU.gif
rTSR PSUs
Charts_10.gif
Rewards three-year total return performance relative to the market and consistent with stockholder experience
rTSR PSUs Vesting
PSU_rTSR.gif
Service-Based RSUs
Charts_11.gif
Directly aligns with and rewards sustained value delivered to stockholders
Service-Based RSUs Vesting by Year
ServiceBasedRSU.gif
Total Long-Term Incentive Vesting by Year
LTI_year.gif
*Strategic Modifier applies only to VP level employees and above.





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Base Salary
The Compensation Committee reviews and approves the base salary of each then-serving named executive officer at the beginning of each year, taking into account the considerations described under “Compensation Decision-Making Framework.”
Name2022 Salary
($)
2023 Salary
($)
Increase
(%)
Charles Meyers1,050,000 1,050,000 0%
Keith Taylor680,000 680,000 0%
Mike Campbell527,000 527,000 0%
Scott Crenshaw530,000 530,000 0%
Brandi Galvin Morandi620,000 620,000 0%
Karl Strohmeyer(1)
635,000 635,000 0%
(1)Mr. Strohmeyer resigned from Equinix, Inc. and his role as chief customer and revenue officer as of Aug. 1, 2023. As a result of his departure, Mr. Strohmeyer was paid $471,976 in prorated salary in 2023 for his service.

Annual Incentive Compensation
Annual incentive compensation for the named executive officers is linked to attainment of Equinix’s corporate growth goals. This collective focus on corporate performance at the executive level is designed to align senior leaders toward common goals. Importantly, all employees within the Company participate in the same annual incentive plan (“AIP”) as the named executive officers, further aligning our team around a common set of goals tied to our annual financial and strategic plans. As discussed above, while this results in overlap between the metrics used in our annual and long-term incentives, the Compensation Committee believes these metrics are key indicators of both short- and long-term performance outcomes. It takes this overlap into careful consideration in determining the payout level, payout curve and weighting of each metric to achieve an appropriate level of focus across the four key drivers of our performance that underpin our short- and long-term incentives: Revenue, AFFO/Share, relative total shareholder return and Digital Services Revenue.
As the chart included in “Performance Against Annual Incentive Plan Targets” below illustrates, the ability to earn above-target payouts under our annual incentive program is tied primarily to over performance with respect to AFFO/Share to collectively focus all employees, including executives, on operating profitably. In addition, we use Revenue to focus our team on overall delivery–both maintaining existing revenue and growth during the year. The relative stability of this metric enables us to establish a very narrow performance band, where at least 95% of target must be achieved in order to meet threshold performance, and there is no above-target earning opportunity. Lastly, given the Compensation Committee’s view of the criticality of both Revenue and AFFO/Share to measuring near-term performance, at least threshold achievement of both metrics is necessary in order for any funding to be earned under the annual incentive. In total, the maximum amount that may be paid to named executive officers under our annual incentive plan is 132% of target.







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The annual incentive structure is as follows:
Calculation Methodology
CalculationMethodology.gif
MeasureWeightingPurpose
Payout Curve*
Revenue**
 50percentage.gif
The revenue goal focuses our team on overall delivery by motivating our executives and employees to achieve continued growth in the business. The revenue goal that was set under the 2023 operating plan reflected anticipated continued growth across the global platform based on historical performance, the addressable market and our available inventory.
PayoutCurve_Revenues.gif
AFFO/Share**
 50percentage.gif
The AFFO/Share goal was used to further align executive and employee incentives with the interests of our stockholders by focusing management on profit on a per share basis through nondilutive growth to AFFO. The AFFO/Share goal set under the 2023 operating plan contemplated delivery of services to customers, operating leverage, investments in the business, expansions in key markets, capital markets activity and dividend distributions to our stockholders.
PayoutCurve_AFFOshare.gif
Strategic Modifier
(± 10%)
Social Aspirational Goals
 Charts_18.gif
The components of the Strategic Modifier, which is applied as a multiplier if at least the threshold revenue and threshold AFFO/Share goals are achieved, were selected to incentivize our executives to achieve our environmental and social aspirational goals and digital services revenue growth strategies.
PayoutCurve_Strategic.gif
Environmental Targets
 Charts_19.gif
Digital Services Revenue
 Charts_20.gif
*
Payouts for results between performance levels are interpolated on a straight-line basis.
**
For any funding, both Revenue and AFFO/ Share must reach the threshold goal.






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The 2023 annual target bonus opportunities for each named executive officer were as follows:
Name
2022 Bonus Opportunity
(% Base Salary)
2023 Bonus Opportunity
(% Base Salary)
2023 Target Bonus Award
($)
Charles Meyers150 150 1,575,000
Keith Taylor110 110 748,000
Mike Campbell90 90 474,300
Scott Crenshaw90 90 477,000
Brandi Galvin Morandi100 100 620,000
Karl Strohmeyer
100 100 635,000
Performance Against Annual Incentive Plan Targets
The following chart sets forth our results for 2023 relative to the targets established for each metric. These results and associated payouts reflect formulaic outcomes based solely on corporate performance, without regard to individual performance. Although the Compensation Committee retains discretion to adjust payouts based on its assessment of additional
factors, including qualitative factors, if any, that the Compensation Committee deems relevant to the assessment of individual or corporate performance, it did not exercise any discretion with respect to annual incentive payouts for 2023.

The AIP Metrics and Strategic Modifier targets and results for 2023 were as follows:
MetricThresholdTarget
Maximum(1)
Reported
Result(1)(2)
Adjusted Results(3)
% of Target Achieved
Payout
Revenue
$7,603.0M
$8,003.2M
n/a
$8,188M
$7,935M
99.1%
83%
AIP_Revenue.gif
AFFO/Share
$28.86/Share
$30.38/Share$31.29/Share
$32.25/Share(4)
$30.97/Share
101.9%
126%
 AIP_AFFOshare.gif
Combined Result104%
X
Social Aspirations
(% Achieved)
Environmental Aspirations
(% Achieved)
Digital Services Revenue
(% Achieved)
Payout
Strategic Modifier (± 10%)
95%
105%
93%
97%
Final Payout
101%
(1)To the extent the strategic modifier was fully achieved, the maximum amount that may be paid to named executive officers under the plan is 132% (i.e., 120% of target + achievement of the strategic modifier at the maximum 10% level).
(2)For a full reconciliation of GAAP to non-GAAP financial measures, please refer to Appendix A.





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(3)Programmatic adjustments under the annual incentive plan are made to ensure that we measure performance based on activities within the control of Equinix and our employees and exclude the impact of external or nonrecurring factors in a given year. Such adjustments may be positive or negative, and for 2023 adjustments to Revenue and AFFO/Share included fluctuations in foreign currencies between budget estimates and actual rates, capital market activity, lease conversion impacts, certain sales allowance impacts, and other normalizing items not contemplated by Equinix at the time the performance goals were established.
(4)Our AFFO/Share reported result of $32.25 excludes $0.14 of integration costs, which were also excluded from the targets. The as-reported results were $32.11.

Spotlight on Environmental 2023 Strategic Modifier Results
Category
Metric Description
Beginning of Year Baseline
Improvement Target
Year End Achievement
Environmental
Energy Efficiency
Power Usage Effectiveness improvement of 4% year-over-year reduction
1.46
1.44
1.42
Long-Term Climate Target
Develop long-term climate strategy and plan of action
Achieved
Renewable Energy
Maintain or exceed 95% global renewable energy coverage in 2023
96%
≥95%
96%
Water Usage
Establish internal site-level water usage effectiveness targets and complete global water withdrawal baseline
Achieved
We attained 95% achievement of our social aspirations during 2023, which related to workforce representation. We increased diversity in all areas while not achieving our aspirational goals. Digital Services revenue goals for 2023 were $578.6 million at threshold, $638.1 million at target and $707.2 million at maximum; actual achievement for the year was $594.9 million. Based on these collective results, the
annual incentive plan paid out at 101%, resulting in the payouts set forth below. The annual incentive bonus was paid in the form of fully vested RSUs, as was done in 2022, which is designed to allow Equinix to retain more cash in the business to fund our investments and to further align the executives’ incentives with our stockholders’ interests.

Name
2023 Annual
Incentive Paid(1)
($)
Number of
RSUs Awarded
(2)
(#)
Charles Meyers
1,590,750
1,754
Keith Taylor
755,480
833
Mike Campbell
479,043
528
Scott Crenshaw
481,770
531
Brandi Galvin Morandi
626,200
690
Karl Strohmeyer(3)
0
0
(1)Calculated based on the base salary in effect at year-end
(2)This value of the bonus award was delivered in the form of fully vested RSUs paid in shares with the number of shares calculated using a stock price of $906.64, which was the closing price of Equinix’s common stock on Mar. 6, 2024, the date the RSUs were granted. Cash was paid in lieu of any fractional shares.
(3)Mr. Strohmeyer resigned from Equinix, Inc. as of Aug. 1, 2023, and was not eligible for these payments.





EQUINIX 2024 PROXY STATEMENT
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Long-Term Equity Compensation
As part of our annual compensation program, we provide long-term incentive awards using a mix of time-based and performance-based equity. The Compensation Committee believes that stock awards encourage executive performance by focusing on long-term stockholder value.
Our equity awards also accrue dividend equivalents, which vest on the same schedule as the underlying award and are settled in cash, and therefore no
dividend equivalents are paid on awards unless and until the underlying award becomes earned and vested.
2023 Long-Term Incentive Design
The Compensation Committee determined that it was appropriate to maintain its existing framework for purposes of 2023 long-term incentive compensation awards. Award components and weightings, as set forth below, also remained consistent in 2023.
Measure
 
Payout Curve*
WeightingPurpose
Financial Incentive PSU Award
Revenue
Charts_23.gif
PayoutCurve_PSUaward_1Rev.gif
40percent_1.gif
A performance-based award based on revenue, AFFO/Share performance, and digital services revenue to focus management on (1) revenue growth, (2) nondilutive growth to AFFO and (3) our long-term priority of growing our digital services business.
AFFO/Share
Charts_25.gif
PayoutCurve_PSUaward_2AFFO.gif
Digital Services
Revenue
Charts_24.gif
PayoutCurve_PSUaward_3Digital.gif
rTSR PSU Award
20percent.gif
A performance-based award based on relative TSR as a means of further aligning management incentives and stockholder interests.
Service-Based RSU Award
40percent_2.gif
A service-based award (the “Service-Based Award”) as an appropriate retention balance to our performance-based awards, while still tying executives’ interests to our stock price performance over the vesting schedule.
*Payouts for results between performance levels are interpolated on a straight-line basis.





EQUINIX 2024 PROXY STATEMENT
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The following table presents the overall target value and number of shares that could/can be earned by each named executive for each equity award
component. See the section entitled “2023 Grants of Plan-Based Awards” elsewhere in this proxy statement for the values related to each award component.

Names

Target Award Value
($)
Financial Incentive Award
(#)
rTSR Incentive
Award
(#)
Service-Based
Award
(#)
Charles Meyers20,000,000  11,178  5,589  11,177
Keith Taylor9,572,000  5,350  2,675  5,349
Mike Campbell
6,500,000  3,633
 1,816
 3,633
Scott Crenshaw5,000,000  2,795  1,397  2,794
Brandi Galvin Morandi6,000,000 
 3,353
 1,677  3,353
Karl Strohmeyer
8,500,000  4,751  2,375  4,750
Service-Based Awards
The Service-Based Awards granted in 2023 are scheduled to vest in three equal tranches on the first trading day that coincides with or follows January 15th in each of 2024, 2025 and 2026, subject to the recipient’s continued service on each vesting date.
Long-Term Incentive Performance Against Targets
2023 Financial Incentive Awards
The amount that could be earned under these awards could range from 0% to 200% of target. Like the awards in 2022, the 2023 awards used a one-year performance period, followed by service-based vesting
over the following two years. Specifically, fifty percent of any earned RSUs vested upon the date of financial performance certification in Feb. 2024; 25% of the earned RSUs will vest on Feb. 15, 2025; and the remaining 25% of the earned RSUs will vest on Feb. 15, 2026, in each case, subject to the recipient’s continued service through each vesting date. The Compensation Committee deemed this structure to be appropriate given our recurring revenue business model makes one-year performance highly impactful on our long-term success, and allows for more rigorous goal-setting than a three-year performance period. The Committee also considered that this structure is consistent with the practices of many of the peer companies with whom we compete for talent.
MetricThresholdTargetMaximum
Weight
Adjusted Results(2)
% of Target Achieved
Payout
Financial Incentive Award(1)
Revenue
$7,603.0M
$8,003.2M
$8,403.4M
37percent_1.gif
$7,935M
99.1%
83%
AIP_Revenue.gif
AFFO/Share
$28.86/Share
$30.38/Share
$33.42/Share
 37percent_2.gif
$30.97/Share
101.9%
113%
30_97Share2.gif
Digital Services Revenue
$573.8M
$638.1M
$702.4M
 25percent.gif
$594.9M
93.2%
32%
LTIaward_3Digital.gif
Combined Result82%
(1)For a full reconciliation of GAAP to non-GAAP financial measures, please refer to Appendix A.





EQUINIX 2024 PROXY STATEMENT
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(2)Programmatic adjustments under the financial incentive awards are made to ensure that we measure performance based on activities within the control of Equinix and our employees and exclude the impact of external or nonrecurring factors in a given year. Such adjustments may be positive or negative, and for 2023 adjustments to Revenue and AFFO/Share included fluctuations in foreign currencies between budget estimates and actual rates, capital market activity, lease conversion impacts, certain sales allowance impacts, and other normalizing items not contemplated by Equinix at the time the performance goals were established.

For each metric noted above, the number of RSUs earned was determined upon certification by the Compensation Committee that Equinix had achieved at least the threshold performance level noted above. In setting these goals, the Compensation Committee sought to incentivize stretch performance by setting threshold goals in alignment with the Company’s 2023 operating plan, with target goals requiring performance meaningfully above plan. Performance against these goals was adjusted in the same manner as described above with respect to our annual incentive awards.
2023 TSR Awards
The number of shares to be earned under the TSR Performance-Based Awards granted in 2023 will be determined based on the TSR of EQIX as measured against the TSR of the Russell 1000 over a three-year performance period, calculated using the 30-day trading averages for both EQIX and the Russell 1000 prior to the start (Jan. 1, 2023) and the end (Dec. 31, 2025) of the performance period. The number of RSUs vesting under the TSR Performance-Based Awards scale up or down such that the target shares increase or decrease by 2% for every 1% that Equinix’s TSR exceeds or falls below the Russell 1000. Accordingly, payouts are reduced meaningfully for performance
below target, and no payout can be achieved for performance that falls 50% or more below the TSR of the Russell 1000 over the performance period. The Compensation Committee believes a broad-based index like the Russell 1000 index, rather than a specific REIT or technology industry index, is most appropriate given the effect of the Company’s hybrid Technology-REIT business on our competitive and marketing positioning discussed in the section entitled, “Our Compensation Peer Group” below.
The maximum number of shares that can be earned under this award is 200% of target. Vesting will occur in early 2026 upon certification by the Compensation Committee of actual TSR for the performance period, subject to the recipient’s continued service through the vesting date.
2021 TSR Awards Achievement
In January 2024, the Compensation Committee certified performance under the 2021 TSR Performance-Based Awards that measured the TSR of EQIX against the TSR of the Russell 1000 over the three-year performance period ending December 31, 2023.

MetricThresholdTargetMaximum
Weight
Results
Payout
rTSR Performance-Based Award
 -50%
Median
+50%
100percent.gif
7.78% less than
R1000 median
3-year TSR
performance
A payout of 84.44% of the
target number of shares.
rTSRaward.gif






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