EQUINIX INC
For the period ended Dec 31, 2025. Filed Apr 2, 2026.
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Dec 31, 2025 · Filed Apr 2, 2026
Contents
Executive Compensation Program
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2025 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 Talent, Culture and Compensation Committee considers the following factors when determining executive compensation, with no single factor being determinative:
| 8Our performance both over the past year and in the long term | |
| 8The executive’s performance over the year | |
| 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 such individuals | |
| 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 2025 executive compensation program.
| Component | Performance Criteria | Link to Stockholder Value | Vehicle/Vesting Period | |||
| 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) | |||
| Annual Incentives | Revenue | Motivates continued growth in the business | Delivered annually after the performance period ends in immediately vested RSUs | |||
| AFFO per Share | Aligns executive and stockholder interests through focus on profit | |||||
|---|---|---|---|---|---|---|
| Strategic Modifier* | Aligns to strategic and operational goals, including fabric attach rate growth priorities | |||||
| Long-Term Incentives | Financial Incentive PSUs | 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 periodsFinancial Incentive PSUs Vesting by Year to Extent Earned | |||
| Revenue | AFFO / Share | |||||
| rTSR PSUs | Rewards three-year total return performance relative to the S&P 500 Total Return Index consistent with stockholder experience and encourages retention and continued performance | rTSR PSUs Vesting to Extent Earned | ||||
| Service-Based RSUs | Directly aligns with and rewards sustained value delivered to stockholders and encourages retention | Service-Based RSUs Vesting by Year | ||||
| Total Long-Term Incentive Vesting by Year | ||||||
| *Strategic Modifier applies only to VP-level employees and above. | ||||||
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Base Salary
The Talent, Culture and 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.”
| Name · 2025 Salary($) · 2024 Salary($) · Increase (%) | ||||
|---|---|---|---|---|
| Adaire Fox-Martin | 1,000,000 | 1,000,000 | 0% | |
| Keith Taylor | 680,000 | 680,000 | 0% | |
| Raouf Abdel(1) | 575,000 | 530,000 | 8.5% | |
| Jon Lin(1) | 625,000 | 530,000 | 18% | |
| Shane Paladin | 600,000 | N/A | N/A | |
(1)Mr. Abdel and Mr. Lin’s salary increases were intended to bring the base salaries for these critical roles to a stronger market competitive position, given an expansion of each of their responsibilities and a greater strategic importance of their roles to Equinix.
Annual Incentive Compensation
Annual incentive compensation for the named executive officers is linked to attainment of Equinix’s corporate growth goals and is designed to incentivize meaningful growth. This collective focus on corporate performance at the executive level is designed to align senior leaders toward common goals. Importantly, all Equinix employees participate in the same annual incentive plan 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 Talent, Culture and 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 key drivers of our performance that underpin our short- and long-term incentives: revenue, AFFO/Share and relative total stockholder return.
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 Talent, Culture and 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
| Measure | Weighting | Purpose | Payout Curve* |
| Revenue** | 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 2025 operating plan reflected anticipated continued growth across the global platform based on historical performance, the addressable market and our available inventory. | ||
| AFFO/Share** | 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 non-dilutive growth to AFFO. The AFFO/Share goal set under the 2025 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. | ||
| Strategic Modifier (± 10%) | Operational Objectives | 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 certain operational objectives and Equinix Fabric attach rate growth strategies. | |
| Fabric Attach Rate Growth | |||
| * | 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 2025 annual target bonus opportunities for each named executive officer were as follows:
| Name · 2025 Bonus Opportunity(% Base Salary) · 2024 Bonus Opportunity(% Base Salary) · 2025 Target Bonus Award ($) | ||||
|---|---|---|---|---|
| Adaire Fox-Martin(1) | 200 | 150 | 2,000,000 | |
| Keith Taylor | 110 | 110 | 748,000 | |
| Raouf Abdel(2) | 100 | 90 | 575,000 | |
| Jon Lin(2) | 100 | 90 | 625,000 | |
| Shane Paladin(3) | 100 | N/A | 600,000 | |
(1)Ms. Fox-Martin’s target bonus opportunity was increased in 2025 to reflect her strong performance and to improve the market competitiveness of her bonus opportunity.
(2)Mr. Abdel and Mr. Lin’s target bonus opportunities were increased in 2025 to align internally with other executives given the expansion of each of their responsibilities and the greater strategic importance of their roles to Equinix.
(3)For Mr. Paladin, the dollar amount shown above reflects his annualized target bonus award based on his start date in July 2025.
Performance Against Annual Incentive Plan Targets
The following chart sets forth our results for 2025 relative to the targets established for each metric. To ensure our performance goals incentivize strong performance, the Talent, Culture and Compensation Committee set the threshold for all financial
performance targets—revenue and AFFO/share—meaningfully above prior-year targets and actual performance achieved. These results and associated payouts reflect formulaic outcomes, including programmatic adjustments, based solely on corporate performance, without regard to individual performance.
The annual incentive plan Metrics and Strategic Modifier targets and results for 2025 were as follows:
| Metric | Threshold | Target | Maximum(1) | ReportedResult(1)(2) | Adjusted Results(2)(3) | % of Target Achieved | Payout |
|---|---|---|---|---|---|---|---|
| Revenue | $8,867.7M | $9,334.4M | n/a | $9,217M | $9,294M | 99.6% | 91.4% |
| AFFO/Share | $36.30/Share | $38.21/Share | $39.35/Share | $38.33/Share | $38.51/Share | 100.8% | 110.4% |
| Combined Result | 101% | ||||||
| X | |||||||
| Operational Objectives(% Achieved) | Fabric Attach Growth(% Achieved) | Payout | |
|---|---|---|---|
| Strategic Modifier (± 10%) | 106% | 90% | 98% |
| Final Payout | 99% | ||
(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).
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(2)For a full reconciliation of GAAP to non-GAAP financial measures, please refer to Appendix A.
(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 2025 adjustments to revenue and AFFO/Share included fluctuations in foreign currencies between budget estimates and actual rates, capital market activity, lease conversion impacts, other normalizing items, and one-time-adjustments not contemplated by Equinix at the time the performance goals were established.
| Spotlight on 2025 Strategic Modifier Results | |||||
|---|---|---|---|---|---|
| Category | Metric Description | Beginning of Year Baseline | Target | Year End Achievement | |
| Operational Objectives | Energy Efficiency | Power usage effectiveness improvement of 4.1% year-over-year reduction | 1.392 | 1.376 | 1.373 |
| Renewable Energy Coverage | Maintain or exceed 96% renewable energy coverage | 96% | 96.0% | 96% | |
| Science-Based Climate Targets | Engage 50% of suppliers by qualified emissions to set science-based targets by 2025 year end | 48% | 50% | 53.4% | |
| Internal Hiring | Fill 25% of open requisitions with internal talent. | 24% | 25% | 30.1% | |
We attained 106% achievement of our operational objectives during 2025. Results for the fabric attach growth rate in 2025 were below threshold, which led to a payout of 90% for the goal. Based on these results, the VP-and-above annual incentive plan paid out at 99%, resulting in the payouts set forth below. The
annual incentive bonus was paid in the form of fully vested RSUs, as in prior years, allowing Equinix to retain more cash in the business to fund our investments and to further align the executives’ incentives with our stockholders’ interests.
| Name | 2025 Annual Incentive Paid ($) | Number ofRSUs Awarded(1)(#) |
|---|---|---|
| Adaire Fox-Martin | 1,980,000 | 2,034 |
| Keith Taylor | 740,520 | 760 |
| Raouf Abdel | 569,250 | 584 |
| Jon Lin | 618,750 | 635 |
| Shane Paladin(2) | 289,677 | 297 |
(1)This value of the bonus award was delivered in the form of fully vested RSUs paid in shares with the number of shares calculated using a stock price of $973.43, which was the closing price of Equinix’s common stock on Mar. 11, 2026, the date the RSUs were granted. Cash was paid in lieu of any fractional shares.
(2)Mr. Paladin began employment with Equinix on July 7, 2025 and was entitled to a prorated value of the target bonus award based on such start date.
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 Talent, Culture and 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.
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The components and weightings of our 2025 long-term incentive awards are set forth below.
| Measure | Payout Curve* | Weighting | Purpose | |
|---|---|---|---|---|
| Financial Incentive PSU Award | Revenue | A performance-based award based on revenue and AFFO/Share performance to focus management on (1) revenue growth and (2) non-dilutive growth to AFFO. | ||
| AFFO/Share | ||||
| rTSR PSU Award | A performance-based award based on TSR performance relative to the S&P 500 Total Return Index as a means of further aligning management incentives and stockholder interests. | |||
| Service-Based RSU Award | 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.
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 titled “2025 Grants of Plan-Based Awards” elsewhere in this proxy statement for the fair values on the grant date related to each award component. Increases in target award values from 2024 reflect changes in the competitive market and, in the case of Mr. Abdel and Mr. Lin, given the expansion of each of their responsibilities and the greater strategic importance of their roles to Equinix.
| Names · Target Award Value ($)(1) · Financial Incentive Award (#) · rTSR Incentive Award (#) · Service-BasedAward(#) | |||||
|---|---|---|---|---|---|
| Adaire Fox-Martin | 21,000,000 | 10,811 | 4,600 | 7,591 | |
| Keith Taylor(2) | 9,500,000 | 4,891 | 2,081 | 3,434 | |
| Raouf Abdel | 6,500,000 | 3,346 | 1,424 | 2,350 | |
| Jon Lin | 6,000,000 | 3,089 | 1,314 | 2,169 | |
| Shane Paladin(3) | 6,000,000 | 3,319 | 1,412 | 2,330 | |
(1)Converted from target value using the 30-day trading price of Equinix’s common stock on the date of grant rounded to the nearest whole share.
(2)As described elsewhere in this proxy statement, Mr. Taylor shall continue to vest in his outstanding equity awards in his role as Special Advisor.
(3)Mr. Paladin’s award value was determined by the Talent, Culture and Compensation Committee following arms-length negotiation in connection with his hiring during 2025 and follows the same vesting schedule as the annual awards granted to the other named executive officers during 2025. The amount reported here excludes the service-based RSUs with a grant date fair value of $2,000,000 that Mr. Paladin received upon hire on July 7, 2025.
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Service-Based Awards
The Service-Based Awards granted in 2025 are scheduled to vest in three equal tranches on the first trading day that coincides with or follows Jan. 15th in each of 2026, 2027 and 2028, subject to the recipient’s continued service on each vesting date.
2025 Financial Incentive Awards
The amount that could be earned under these awards could range from 0% to 200% of target. Like the awards in 2024, the 2025 awards used a one-year performance period, with any earned awards subject to additional service-based vesting over the following two years. Specifically, 50% of any earned financial incentive PSUs vested upon the date of financial
performance certification in Feb. 2026; 25% of the earned PSUs will vest on Feb. 15, 2027; and the remaining 25% of the earned PSUs will vest on Feb. 15, 2028, in each case, subject to the recipient’s continued service through each vesting date. The Talent, Culture and 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 this structure to be consistent with the practices of many peer companies with whom we compete for talent.
Long-Term Incentive Performance Against Targets
| Metric · Threshold · Target · High · Maximum · Weight · Adjusted Results(1)(2) · % of Target Achieved · Payout | ||||||||||
|---|---|---|---|---|---|---|---|---|---|---|
| Financial Incentive Award(1)(2)(3) | Revenue | $8,867.7M | $9,334.4M | n/a | $9,801.1M | $9,294M | 99.6% | 91.4% | ||
| AFFO/Share | $36.30/Share | $38.21/Share | $39.35/Share | $42.03/Share | $38.51/Share | 100.8% | 105.2% | |||
| Combined Result | 98% | |||||||||
(1)For a full reconciliation of GAAP to non-GAAP financial measures, please refer to Appendix A.
(2)Programmatic adjustments, such as 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 2025 adjustments to revenue and AFFO/Share included fluctuations in foreign currencies between budget estimates and actual rates, capital market activity, lease conversion impacts, other normalizing items, and one-time-adjustments not contemplated by Equinix at the time the performance goals were established.
For each metric noted above, the number of PSUs earned was determined upon certification by the Talent, Culture and Compensation Committee that Equinix had achieved at least the threshold performance level noted above. In setting these goals, the Talent, Culture and Compensation Committee sought to incentivize stretch performance by setting threshold goals in alignment with the company’s 2025 operating plan, with target goals requiring
performance meaningfully above plan. In addition, achievement of threshold performance for both revenue and AFFO/share required performance meaningfully above prior year targets and actual performance achieved for both measures. Performance against these goals was adjusted in the same manner as described above with respect to our annual incentive awards.
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2025 TSR Awards
The number of shares to be earned under the TSR Performance-Based Awards granted in 2025 will be determined based on the TSR of EQIX as measured against the TSR of the S&P 500 Total Return Index (“SPTR”) over a three-year performance period, calculated using the 30-day trading averages for both EQIX and the SPTR prior to the start (Jan. 1, 2025) and the end (Dec. 31, 2027) of the performance period. The number of PSUs vesting under the TSR Performance-Based Awards scales 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 SPTR. 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 SPTR over the performance period. The Talent, Culture and Compensation Committee believes a broad-based index like the SPTR, 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 titled, “Our Compensation Peer Group” below.
The maximum number of shares that can be earned under this award is 200% of target. However, the payout for the TSR Performance-Based Awards granted in 2025 cannot exceed target if EQIX’s absolute TSR is negative over the performance period. Vesting will occur in early 2028 upon certification by the Talent, Culture and Compensation Committee of actual TSR for the performance period, subject to the recipient’s continued service through the vesting date.
2023 TSR Awards Achievement
In Jan. 2026, the Talent, Culture and Compensation Committee certified performance under the 2023 TSR Performance-Based Awards that measured the TSR of EQIX against the TSR of the Russell 1000 over the three-year performance period ending Dec. 31, 2025. This performance resulted in a 0% payout as illustrated below.
| Metric · Threshold · Target · Maximum · Weight · Results · Payout | |||||
|---|---|---|---|---|---|
| rTSR Performance-Based Award | -50% | Index | +50% | 59.63% less than R1000 Index 3-year TSR performance | A payout of 0% of the target number of shares. |
Equity Received
Based on these results, each named executive officer received 98% of their target 2025 Financial Incentive Award and 0.0% of their target 2023 TSR award as follows:
| Names · Financial Performance Award Release Date · Financial Performance Award Shares Earned for 2025 Performance Period (#) · TSR Release Date · TSR Award Shares Earned for 2023-2025 Performance Period (#) | ||||||
|---|---|---|---|---|---|---|
| Earned · Vested · Banked | ||||||
| Adaire Fox-Martin(1) | 02/17/2026 | 10,594 | 5,297 | 5,297 | N/A | N/A |
| Keith Taylor | 02/17/2026 | 4,793 | 2,397 | 2,396 | 01/15/2026 | 0 |
| Raouf Abdel | 02/17/2026 | 3,279 | 1,640 | 1,639 | 01/15/2026 | 0 |
| Jon Lin | 02/17/2026 | 3,027 | 1,514 | 1,513 | 01/15/2026 | 0 |
| Shane Paladin(1) | 02/17/2026 | 3,252 | 1,626 | 1,626 | N/A | N/A |
(1)Ms. Fox-Martin and Mr. Paladin commenced work at Equinix in June 2024 and July 2025, respectively, and therefore did not hold the TSR award granted in 2023.
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.