Equinix

Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officer. On May 8, 2023, Mr. Ron Guerrier resigned from the Board of Directors (the “Board”) of Equinix, Inc. (the “Company”), effective immediately following the Company’s annual stockholder meeting to be held on May 25, 2023 (the “Annual Meeting”), and as a result, Mr. Guerrier is no longer a nominee for election to the Board at the Company’s Annual Meeting. Mr. Guerrier’s resignation is not the result of any disagreement with the Company or the Board on any matter relating to the operations, policies or practices of the Company. In connection with Mr. Guerrier’s resignation, the Board appointed Christopher Paisley as a member of the Nominating and Governance Committee, effective immediately following the Annual Meeting, to fill the vacancy created by the resignation of Mr. Guerrier.

On February 14, 2023, the Talent, Culture and Compensation Committee (the “Committee”) of the Board of Directors (the “Board”) of Equinix, Inc. (“Equinix”) approved the Equinix 2023 Annual Incentive Plan (the “2023 Plan”) for eligible employees of Equinix, including executive officers. Under the 2023 Plan, an annual target bonus amount is assigned to each executive officer. The annual target bonus amounts under the 2023 Plan will be a percentage of each executive’s base salary, ranging from 90% to 150% depending on the executive’s position, and to the extent earned will be payable to the executive officer in fully vested restricted stock units (“RSUs”) under Equinix’s 2020 Equity Incentive Plan. This payment in fully vested RSUs for 2023 allows Equinix to retain more cash in the business to fund our investments and also aligns the executives’ incentives with our shareholders’ interests.

Election of Director Equinix, Inc. (“Equinix”) has elected Thomas Olinger as an independent director to its Board of Directors (the “Board”), effective January 18, 2023. With the election of Mr. Olinger, Equinix’s Board now consists of 12 members. Mr. Olinger will serve as a member of the Board’s Audit, Finance, and Real Estate Committees. The election of Mr. Olinger was not pursuant to any arrangement or understanding between Mr. Olinger and any third party. As of the date of this report, Mr. Olinger is not a party, either directly or indirectly, to any transaction that is required to be reported pursuant to Item 404(a) of Regulation S-K of the Securities Exchange Act of 1934, as amended. As member of Equinix’s Board, Mr. Olinger will receive Equinix’s standard compensation for non-employee directors.

Election of Director Equinix, Inc. (“Equinix”) has elected Jeetu Patel and Fidelma Russo as independent directors to its Board of Directors (the “Board”), effective June 9, 2022. With the election of Mr. Patel and Ms. Russo, Equinix’s Board now consists of eleven members. Mr. Patel will serve as a member of the Board’s Nominating and Governance Committee and Ms. Russo will serve as a member of the Audit Committee. As members of Equinix’s Board, Mr. Patel and Ms. Russo will receive Equinix’s standard compensation for non-employee directors.

On February 23, 2022, the Talent, Culture and Compensation Committee (the “Committee”) of the Board of Directors (the “Board”) of Equinix, Inc. (“Equinix”) approved the Equinix 2022 Annual Incentive Plan (the “2022 Plan”) for eligible employees of Equinix, including executive officers. Under the 2022 Plan, an annual target bonus amount is assigned to each executive officer. The annual target bonus amounts under the 2022 Plan will be a percentage of each executive’s base salary, ranging from 90% to 150% depending on the executive’s position, and to the extent earned will be payable in fully vested restricted stock units (“RSUs”) under Equinix’s 2020 Equity Incentive Plan. This payment in fully vested RSUs for 2022 allows Equinix to retain more cash in the business to fund our investments and also aligns the executives’ incentives with our shareholders’ interests.

On September 20, 2021, Equinix, Inc. (the “Company”) entered into a retention and separation agreement with Sara Baack, Chief Product Officer of the Company (the “Agreement”). Pursuant to the terms of the Agreement, Ms. Baack will transition from her role of Chief Product Officer after September 24, 2021 and will serve in an advisory capacity to Equinix’s Chief Executive Officer until March 2, 2022. During this transition period, Ms. Baack will be entitled to her regular salary and benefits. In addition, Ms. Baack will be paid additional compensation and benefits described in the Agreement, including: (i) 100% of her target annual incentive plan bonus for 2021; (ii) a one-time lump sum cash payment of $500,000 and (iii) premium payments under the Consolidated Omnibus Budget Reconciliation Act (“COBRA”) through 2022 .

Election of Director. Equinix, Inc. (“Equinix”) has elected Ron Guerrier as an independent director to its Board of Directors (the “Board”), effective September 11, 2021. With the election of Mr. Guerrier, Equinix’s Board now consists of nine members. As a member of Equinix’s Board, Mr. Guerrier will receive Equinix’s standard compensation for non-employee directors.

On July 29, 2021, Tom Bartlett, a member of the Board of Directors (the “Board”) of Equinix, Inc. (the “Company”) since April 2013, resigned from the Board. Mr. Bartlett’s decision to resign was not due to any disagreement with the Company, including on any matter relating to the Company’s operations, policies or procedures. Mr. Bartlett stepped into the role of Chief Executive Officer of American Tower in March of 2020. Given the demands on his time, resigning from the Board of the Company will better enable Mr. Bartlett to provide focused leadership to American Tower during this stage of the COVID-19 pandemic and the re-transition ahead.

On March 8, 2021, William Luby, a member of the Board of Directors (the “Board”) of Equinix, Inc. (the “Company”) since April 2010, notified the Board that he would not stand for reelection as a director of the Company after nearly 11 years of service on the Board. Mr. Luby’s decision not to stand for reelection was not due to any disagreement with the Company on any matter relating to the Company’s operations, policies or practices. Mr. Luby’s term will end at the Company’s 2021 annual meeting of stockholders to be held in May 2021.

On February 18, 2021, the Compensation Committee of the Board of Directors (the “Board”) of Equinix, Inc. (“Equinix”) approved the Equinix 2021 Annual Incentive Plan (the “2021 Plan”) for eligible employees of Equinix, including executive officers. Under the 2021 Plan, an annual target bonus amount is assigned to each executive officer. The annual target bonus amounts under the 2021 Plan will be a percentage of each executive’s base salary, ranging from 90% to 150% depending on the executive’s position, and to the extent earned will be payable in fully vested restricted stock units (“RSUs”) under Equinix’s 2020 Equity Incentive Plan. As in 2020, this payment in fully vested RSUs for 2021 allows Equinix to retain more cash in the business to fund our investments and also aligns the executives’ incentives with our shareholders’ interests.

On March 5, 2020, Scott Kriens, a member of the Board of Directors (the “Board”) of Equinix, Inc. (the “Company”) since July 2000, notified the Board that he would not stand for reelection as a director of the Company after 20 years of service on the Board. Mr. Kriens’s decision not to stand for reelection was not due to any disagreement with the Company on any matter relating to the Company’s operations, policies or practices. Mr. Kriens’s term will end at the Company’s 2020 annual meeting of stockholders to be held in June 2020.

On February 26, 2020, the Compensation Committee of the Board of Directors (the “Board”) of Equinix, Inc. (“Equinix”) approved the Equinix 2020 Annual Incentive Plan (the “2020 Plan”) for eligible employees of Equinix, including executive officers. Under the 2020 Plan, an annual target bonus amount is assigned to each executive officer. The annual target bonus amounts under the 2020 Plan will be a percentage of each executive’s base salary, ranging from 90% to 150% depending on the executive’s position, and to the extent earned will be payable in fully vested restricted stock units (“RSUs”) under Equinix’s 2000 Equity Incentive Plan. As in 2019, this payment in fully vested RSUs for 2020 allows Equinix to retain more cash in the business to fund our investments and also aligns the executives’ incentives with our shareholders’ interests.

Election of Director. Equinix, Inc. (“Equinix”) has increased the size of its Board of Directors (“Board”) to 11 and Adaire Fox-Martin has been elected as an independent director to Board, effective January 5, 2020. With the election of Ms. Fox-Martin, Equinix’s Board now consists of 11 members. Ms. Fox-Martin will serve as a member of the Board’s Nominating Committee. As a member of Equinix’s Board, Ms. Fox-Martin will receive Equinix’s standard compensation for non-employee directors.

Election of Director. Sandra Rivera has been elected as an independent director to the Board of Directors (“Board”) of Equinix, Inc. (“Equinix”), effective October 7, 2019. With the election of Ms. Rivera, Equinix’s Board now consists of 10 members. Ms. Rivera will also serve as a member of the Board’s Compensation Committee. As a member of Equinix’s Board, Ms. Rivera will receive Equinix’s standard compensation for non-employee directors.

On October 1, 2019, the Compensation Committee of the Board of Directors of Equinix, Inc. (“Equinix”) approved amendments to the benefits offered to certain executives after a change in control of Equinix, including Charles Meyers, Equinix’s chief executive officer, Keith Taylor, Equinix’s chief financial officer, and Equinix’s named executive officers. The amendments included: • An increase in cash severance and covered health care premiums upon a termination without cause within 12 months after, or a resignation for good reason within four to 12 months after, a change in control of Equinix to 200% of base salary and target bonus (from 100%) and 24 months of COBRA coverage (from 12 months), respectively.

As previously disclosed on March 13, 2019, Karl Strohmeyer, Equinix, Inc.’s (“Equinix’s”) President, Americas, will be appointed to the newly created role of Chief Customer and Revenue Officer, overseeing Equinix’s overall go-to-market strategy. Reporting to Mr. Strohmeyer will be Sales, Marketing, Customer Care and Experience, Commercial Solutions, and Equinix’s regional management across the Americas, EMEA and Asia-Pacific. In connection with his appointment, Mr. Strohmeyer will no longer serve as President, Americas. On March 29, 2019, in connection with his promotion, the Compensation Committee approved the following compensation package for Mr.

On March 13, 2019, Equinix, Inc. (“Equinix”) made the following announcements relating to its management team: Karl Strohmeyer, Equinix’s President, Americas, will be appointed to the newly created role of Chief Customer and Revenue Officer, overseeing Equinix’s overall go-to-market strategy. Reporting to Mr. Strohmeyer will be Sales, Marketing, Customer Care and Experience, Commercial Solutions, and Equinix’s regional management across the Americas, EMEA and Asia-Pacific. In connection with his appointment, Mr. Strohmeyer will no longer serve as President, Americas. Sara Baack, Equinix’s Chief Marketing Officer, will take on the role of Chief Product Officer, leading Product Marketing, Management, Development and Engineering across core colocation and interconnection offerings, as well as overseeing Equinix’s edge services portfolio.

On February 22, 2019, the Compensation Committee of the Board of Directors (the “Board”) of Equinix, Inc. (“Equinix”) approved the Equinix 2019 Annual Incentive Plan (the “2019 Plan”) for eligible employees of Equinix, including executive officers. Under the 2019 Plan, an annual target bonus amount is assigned to each executive officer. The annual target bonus amounts under the 2019 Plan will be a percentage of each executive’s base salary, ranging from 90% to 130% depending on the executive’s position, and to the extent earned will be payable in fully vested restricted stock units (“RSUs”) under Equinix’s 2000 Equity Incentive Plan. This change from payment in cash to a fully vested RSU for 2019 allows Equinix to retain more cash in the business to fund our investments and also aligns the executives’ incentives with our shareholders’ interests.

In September 2018, the Equinix Finance organization announced changes to enable it to align with the company’s growth and scale to meet market demands, combining teams to improve alignment globally, while driving consistency. In connection with these changes, on November 12, 2018, Equinix, Inc. (“Equinix” or the “Company”) appointed Simon Miller, age 46, to the newly created role of Chief Accounting Officer, effective November 12, 2018. In Mr. Miller’s new global role he will manage Regional Finance VPs, Global Corporate Controller, Finance Strategy and Transformation, and Asset Managers. Mr. Miller has served as the Company’s Senior Vice President, Finance, Americas since March 2017 after having served as Vice President, Finance, Americas from May 2011 to March 2017. In anticipation of his appointment, in September 2018 Mr.

On October 12, 2018, Equinix, Inc. (“Equinix”) and Charles Meyers, Equinix’s Chief Executive Officer and President, agreed to amended terms governing his relocation to Redwood City, CA. As relocation assistance, Mr. Meyers will receive a one-time cash payment of $300,000, subject to Federal, State and Medicare withholding taxes. In addition, Equinix shall offer support to Mr. Meyers in selling an existing residence through a structured home sale program. Should Mr. Meyers’s employment with Equinix terminate within 12 months from October 12, 2018, voluntarily or for cause, all relocation assistance must be repaid in full to Equinix.

On September 12, 2018, Peter Van Camp, interim Chief Executive Officer and President and Executive Chairman of the Board of Directors (the “Board”) of Equinix, Inc. (“Equinix”), resigned from the positions of interim Chief Executive Officer and President with Equinix. The Board accepted Mr. Van Camp’s resignation on September 12, 2018. Mr. Van Camp will continue to serve as the Board’s Executive Chairman. On September 12, 2018, the Board elected Charles Meyers, age 52, as Chief Executive Officer and President. Mr. Meyers was also elected as a director to the Equinix Board, effective September 12, 2018. With the election of Mr. Meyers, Equinix’s Board now consists of nine members. Mr. Meyers will also serve as a member of the Board’s Stock Award Committee. Mr.

On February 27, 2018, in connection with the election of Equinix’s Executive Chairman Peter Van Camp as interim Chief Executive Officer and President, effective January 19, 2018, the Compensation Committee approved the following compensation package for Mr. Van Camp: (i) an annual salary of $750,000 effective February 18, 2018, (ii) an annual target percentage of 130% of base salary under the Equinix Annual Incentive Plan for the 2018 performance period, and (iii) the grant of 12,398 restricted stock units under the Equinix 2000 Equity Incentive Plan (the “RSUs”). Of such RSUs, 50% will vest based on revenue and adjusted funds from operations (“AFFO”) performance for 2018 and service for two years thereafter; 25% will vest based on Equinix’s total shareholder return against the Russell 1000 over a three-year period; and 25% will vest based on service-only over three years.

On February 27, 2018, the Compensation Committee of the Board of Directors (the “Board”) of Equinix, Inc. (“Equinix”) approved the Award Agreement for Executive Staff Employees under the Equinix Annual Incentive Plan for the 2018 performance period and the related performance terms (the “2018 Plan”) for eligible executive staff of Equinix, including executive officers. Under the 2018 Plan, an annual target bonus amount will be assigned to each executive officer. The annual target bonus amounts under the 2018 Plan will be a percentage of each executive’s base salary, ranging from 90% to 130% depending on the executive’s position, and will be payable in cash. For executives, the awards are capped at the target payout, with no greater payout for over-performance.

On January 19, 2018, Stephen Smith, Chief Executive Officer, President and a member of the Board of Directors (the “Board”) of Equinix, Inc. (“Equinix”), resigned from all positions with Equinix. The Board accepted Mr. Smith’s resignation on January 19, 2018. Mr. Smith’s decision to resign was not related to a disagreement with Equinix over any of its operations, policies or practices. On January 19, 2018, the Board elected Equinix’s current Executive Chairman, Peter Van Camp, age 61, as interim Chief Executive Officer and President. Mr. Van Camp has served as Equinix’s Executive Chairman since April 2007. Prior to becoming Executive Chairman, Mr. Van Camp served as Equinix’s Chief Executive Officer and as a member of the Board since May 2000 and as President since March 2006. In addition, in December 2005, Mr.

On July 19, 2017, Equinix, Inc. (“Equinix” or the “Company”) announced that Charles Meyers, age 51, will be appointed to the newly created role of President of Strategy, Services and Innovation, effective August 1, 2017. Mr. Meyers has served as the Company’s Chief Operating Officer since August 2013 after having served as President, Equinix Americas from September 2010 to August 2013. Upon his appointment as President of Strategy, Services and Innovation, Mr. Meyers will no longer serve as Equinix’s Chief Operating Officer and his former operational responsibilities will fall under common leadership reporting to Equinix’s Chief Executive Officer Steve Smith.

Effective February 16, 2017, the Compensation Committee of the Board of Directors (the “Board”) of Equinix, Inc. (“Equinix”) approved the Equinix Annual Incentive Plan and related award agreement for the fiscal year ending December 31, 2017 (collectively, the “2017 Plan”) for eligible employees of Equinix, including executive officers. Under the 2017 Plan, an annual target bonus amount will be assigned to each executive officer. The annual target bonus amounts under the 2017 Plan will be a percentage of each executive’s base salary, ranging from 85% to 130% depending on the executive’s position, and will be payable in cash. For executives, the awards are capped at the target payout, with no greater payout for over-performance.

Effective March 16, 2016, the Compensation Committee of the Board of Directors (the “Board”) of Equinix, Inc. (“Equinix”) approved the Equinix 2016 Incentive Plan (the “2016 Plan”) for eligible employees of Equinix, including executive officers, for the fiscal year ending December 31, 2016. Under the 2016 Plan, an annual target bonus amount will be assigned to each executive officer. The annual target bonus amounts under the 2016 Plan will be a percentage of each executive’s base salary, ranging from 75% to 125% depending on the executive’s position, and will be payable in cash.

John Hughes has been elected to the Board of Directors (the “Board”) of Equinix effective January 15, 2016. Prior to the completion of the Transaction, Mr. Hughes was the Executive Chairman of Telecity. With the election of Mr. Hughes, Equinix’s Board now consists of 10 members. As a member of Equinix’s Board, Mr. Hughes will receive Equinix’s standard compensation for non-employee directors. Mr. Hughes has not been appointed to any committees of the Board. Prior to the closing of the Transaction, Mr. Hughes beneficially owned 63,000 shares in Telecity. Pursuant to a pre-existing agreement with Telecity, as a result of the termination of Mr. Hughes’s employment as Executive Chairman, Mr. Hughes is entitled to receive from Telecity a separation payment of £189,562.50 (less applicable deductions). Additionally, an outstanding Telecity equity award held by Mr.