EQUINIX INC
For the period ended Dec 31, 2023. Filed Apr 12, 2024.
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Dec 31, 2023 · Filed Apr 12, 2024
Contents
2023 Executive Comp ensation Program
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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.
| 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 in immediately vested RSUs | |||
| AFFO per Share | Aligns executive and stockholder interests through focus on profit | |||||
|---|---|---|---|---|---|---|
| Strategic Modifier* | Aligns to strategic environmental and social aspirations and digital services revenue 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 | |||
| rTSR PSUs | Rewards three-year total return performance relative to the market and consistent with stockholder experience | rTSR PSUs Vesting | ||||
| Service-Based RSUs | Directly aligns with and rewards sustained value delivered to stockholders | 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 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 | 2022 Salary($) | 2023 Salary($) | Increase (%) |
|---|---|---|---|
| Charles Meyers | 1,050,000 | 1,050,000 | 0% |
| Keith Taylor | 680,000 | 680,000 | 0% |
| Mike Campbell | 527,000 | 527,000 | 0% |
| Scott Crenshaw | 530,000 | 530,000 | 0% |
| Brandi Galvin Morandi | 620,000 | 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
| 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 2023 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 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. | |||
| Strategic Modifier (± 10%) | Social Aspirational Goals | 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. | ||
| Environmental Targets | ||||
| Digital Services Revenue | ||||
| * | 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 Meyers | 150 | 150 | 1,575,000 |
| Keith Taylor | 110 | 110 | 748,000 |
| Mike Campbell | 90 | 90 | 474,300 |
| Scott Crenshaw | 90 | 90 | 477,000 |
| Brandi Galvin Morandi | 100 | 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:
| Metric | Threshold | Target | Maximum(1) | ReportedResult(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% |
| AFFO/Share | $28.86/Share | $30.38/Share | $31.29/Share | $32.25/Share(4) | $30.97/Share | 101.9% | 126% |
| Combined Result | 104% | ||||||
| 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 ofRSUs 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.
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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* | Weighting | Purpose | |
|---|---|---|---|---|
| Financial Incentive PSU Award | Revenue | 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 | ||||
| Digital Services Revenue | ||||
| rTSR PSU Award | A performance-based award based on relative TSR 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.
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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-BasedAward(#) |
|---|---|---|---|---|
| Charles Meyers | 20,000,000 | 11,178 | 5,589 | 11,177 |
| Keith Taylor | 9,572,000 | 5,350 | 2,675 | 5,349 |
| Mike Campbell | 6,500,000 | 3,633 | 1,816 | 3,633 |
| Scott Crenshaw | 5,000,000 | 2,795 | 1,397 | 2,794 |
| Brandi Galvin Morandi | 6,000,000 | 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.
| Metric · Threshold · Target · Maximum · Weight · Adjusted Results(2) · % of Target Achieved · Payout | |||||||||
|---|---|---|---|---|---|---|---|---|---|
| Financial Incentive Award(1) | Revenue | $7,603.0M | $8,003.2M | $8,403.4M | $7,935M | 99.1% | 83% | ||
| AFFO/Share | $28.86/Share | $30.38/Share | $33.42/Share | $30.97/Share | 101.9% | 113% | |||
| Digital Services Revenue | $573.8M | $638.1M | $702.4M | $594.9M | 93.2% | 32% | |||
| Combined Result | 82% | ||||||||
(1)For a full reconciliation of GAAP to non-GAAP financial measures, please refer to Appendix A.
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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.
| Metric · Threshold · Target · Maximum · Weight · Results · Payout | |||||
|---|---|---|---|---|---|
| rTSR Performance-Based Award | -50% | Median | +50% | 7.78% less thanR1000 median3-year TSRperformance | A payout of 84.44% of the target number of shares. |
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Equity Received
Based on these results, each named executive officer received 82% of his or her target 2023 Financial Incentive Award and 84.44% of their target 2021 TSR award as follows:
| Names | Release Date | Financial Performance Award Shares Earned for 2023 Performance Period (#) | Release Date | TSR Award Shares Earned for 2021-2023 Performance Period (#) |
|---|---|---|---|---|
| Charles Meyers | 02/12/2024 | 4,583 | 01/16/2024 | 4,698 |
| Keith Taylor | 02/12/2024 | 2,194 | 01/16/2024 | 1,661 |
| Mike Campbell | 02/12/2024 | 1,489 | 01/16/2024 | 1,057 |
| Scott Crenshaw (1) | 02/12/2024 | 1,146 | 01/16/2024 | – |
| Brandi Galvin Morandi | 02/12/2024 | 1,375 | 01/16/2024 | 1,259 |
| Karl Strohmeyer (2) | – | – | – | – |
(1)Mr. Crenshaw commenced work at Equinix in Aug. 2022 and therefore did not hold this award.
(2)Mr. Strohmeyer resigned from Equinix, Inc. as of Aug. 1, 2023, and was not eligible for these payments.
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.