EQUINIX INC
For the period ended Dec 31, 2023. Filed Apr 12, 2024.
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What shareholders are asked to vote on at a company's meeting. It is where to find what directors and top executives are paid, and who owns the most shares.
Dec 31, 2023 · Filed Apr 12, 2024
Contents
Compensation Decision-Making Framework
| EQUINIX 2024 PROXY STATEMENT | Compensation / 59 |
|---|
COMPENSATION DECISION-MAKING FRAMEWORK
Governance Policies and Practices
Our executive compensation philosophy is complemented by the following governance best practices:
| WHAT WE DO | |
|---|---|
| Compensation Practice | Company Policy |
| Pay for performance | The majority of named executives’ target total direct compensation is performance-based and tied to pre-established goals aligned with our short- and long-term strategic objectives. |
| Rigorous Performance Goals | We ensure all program metrics— including strategic and sustainability goals—are objective and require stretch performance. |
| Stockholder Engagement | We are committed to ongoing engagement with our stockholders and feedback received informs our compensation decision-making. |
| Limit on cash severance | We will not enter into any new employment agreement, severance agreement or similar arrangement (or any related amendment or renewal) with any of our executive officers or establish any new severance plan or policy covering any of our executive officers, that, in each case, provides for cash severance benefits exceeding 2.99 times the sum of the executive officer’s base salary plus target bonus, without seeking stockholder approval of such agreement, plan, policy or arrangement. |
| Stock ownership guidelines | Our chief executive officer and his direct reports (including the named executive officers) are subject to stock ownership guidelines, at a level of six times and three times base salary, respectively. We do not count unearned performance awards or unvested awards toward these guidelines. |
| Independent committee | The Compensation Committee is comprised solely of independent members of our Board. |
| Independent consultant | An independent compensation consultant, Compensia, is retained directly by the Compensation Committee and performs no other work for Equinix. |
| Tally sheets | The Compensation Committee reviews tally sheets when making executive compensation decisions. |
| Compensation risk assessment | In March 2024, we conducted a risk assessment of our compensation programs and presented the results to the Compensation Committee. The Compensation Committee considered the findings of the assessment and agreed with our conclusion that our compensation programs are not reasonably likely to have a material adverse effect on Equinix. |
| Limited tax gross-ups | Named executive officers at Equinix are not offered any tax gross-ups (other than in connection with expenses related to our annual sales reward trip, a relocation or international assignment) or in limited cases in connection with California state tax gross-ups for non-California residents. |
| EQUINIX 2024 PROXY STATEMENT | Compensation / 60 |
|---|
| WHAT WE DON’T DO | |
|---|---|
| Compensation Practice | Company Policy |
| No single trigger vesting | Our named executive officers are not offered single trigger vesting on a change-in-control. |
| No significant perquisites | Our named executive officers are not offered significant perquisites. |
| No hedging allowed | We have a policy prohibiting all employees, including the named executive officers and members of the Board, from engaging in transactions involving options on Equinix’s securities, such as puts, calls and other derivative securities, whether on an exchange or in any other market, or in hedging transactions, such as collars and forward sale contracts. No categories of hedging transactions are specifically permitted. |
| No pledging allowed absent exception | Our executives (including the named executive officers) and members of the Board are prohibited from holding Equinix securities in a margin account or pledging Equinix securities as collateral for a loan, absent an exception granted by the Compensation Committee on a case-by-case basis. |
Our Compensation Peer Group
Our compensation peer group is made up of technology companies with similar financial characteristics to Equinix and also includes a targeted number of REITs. This mix was intentionally developed to more heavily weight technology companies with whom we primarily compete for executive talent, and
to reflect Equinix’s market-leading position as the largest data center REIT globally. The Compensation Committee does not believe that a peer group composed predominantly of REITs would appropriately reflect the Company’s scale or talent pool.
Criteria considered*:8Revenues of approximately 0.5x to 2x Equinix’s trailing four quarters of revenue8Market capitalization of approximately 0.33x to 3x Equinix’s then-current 30 trading day average8Whether we compete with the company for executive talent8With respect to REITs, the similarity of scale and data center focus
*Each peer group member was chosen based on one or more of the factors listed above, but not all factors are relevant for all peer companies.
| EQUINIX 2024 PROXY STATEMENT | Compensation / 61 |
|---|
As part of our annual review process, we make adjustments to our peer group as necessary to account for M&A activity over the course of the year, and to ensure our peers continued to meet the criteria outlined above.
Following this review, no changes were made to the peer group used for purposes of the Compensation Committee’s 2023 compensation review and decisions, which consisted of the following 20 companies.
| TECHNOLOGY | REITS | |
| Activision Blizzard | ||
| Adobe | ||
| Akamai Technologies | ||
| Autodesk | ||
| Cerner | ||
| Citrix Systems | American Tower | |
| eBay | Crown Castle Intl | |
| Electronic Arts | Digital Realty Trust | |
| Intuit | Prologis | |
| Palo Alto Networks | ||
| Salesforce | ||
| ServiceNow | ||
| Splunk | ||
| Synopsys | ||
| VMware | ||
| Workday | ||
While the Compensation Committee reviews the market data in determining compensation, it does not specifically target a certain percentile of the market for overall compensation or for any particular element of compensation. Instead, it considers the overall range of the market data, as well as the alignment of the position in the overall market to the executive’s actual role and responsibilities, when setting compensation for an executive role. Based on this information, the company seeks to provide a competitive base salary and target bonus, and to concentrate the executive’s compensation in his or her equity awards, to better align the executive’s interests with those of our stockholders and to focus on our overall long-term performance.
The Compensation Committee uses peer group survey data, proxy statement data and the AON/Radford High Technology compensation survey to define our competitive market. We used market data from a subset of the AON/Radford High Technology compensation survey to support benchmarking for our executive positions for 2023 compensation decisions. In 2022, we also participated in the AON/Radford High Technology compensation survey and used market data from a subset of the survey to support benchmarking for our executive positions for 2023 compensation decisions.
| EQUINIX 2024 PROXY STATEMENT | Compensation / 62 |
|---|
Compensation-Setting Process
Talent, Culture and Compensation Committee
Our executive compensation program is designed and administered under the direction and oversight of the Compensation Committee. The Compensation Committee reviews and approves our overall executive compensation program, policies and practices, and sets the compensation of our named executive officers. In doing so, the Compensation Committee reviews the executive compensation levels of our named executive officers at least annually to determine positioning to the competitive market.
The Compensation Consultant
The Compensation Committee engages Compensia as its independent consultant to advise it on matters related to compensation for directors, executive officers and other key employees, and on best practices to follow as it reviews and makes decisions on Equinix’s compensation programs. The compensation consultant reports directly to the Compensation Committee, and the Compensation Committee has the sole power to terminate or replace the consultant at any time.
In connection with the 2023 compensation decisions, Compensia provided the Compensation Committee with a review of incentive practices, including current practices, market practices and potential alternatives; assessed our compensation relative to peer and broader market practices; reviewed cash and equity compensation pay levels; and proposed changes to pay levels and performance metrics for the Compensation Committee’s review and discussion. This process includes the use of “tallysheets” outlining the total dollar compensation paid to each named executive officer in 2019-2022, including base salary, annual incentive compensation, long-term equity compensation and other compensation.
Compensia continues to advise the Compensation Committee on an ongoing basis, and a representative from the firm attends most Compensation Committee meetings. Compensia also provides routine updates to the Compensation Committee regarding legal and regulatory trends. In 2023, Compensia also provided the Compensation Committee with compensation governance support as requested, including review of compensation-related disclosures. The Compensation Committee has assessed the independence of Compensia pursuant to SEC rules and concluded that Compensia’s work for the Compensation Committee does not raise a conflict of interest and that Compensia is independent under such standards.
Our CEO and Management
Members of management support the Compensation Committee in its work by preparing periodic analysis and modeling related to our compensation programs and providing frequent updates on programs that fall under the Compensation Committee’s responsibility.
The chief executive officer, as the manager of the executive team, assesses the named executive officers’ contributions to Equinix’s performance and makes a recommendation to the Compensation Committee with respect to any merit increase in base salary, target annual incentive compensation opportunity and equity awards for each named executive officer, other than himself. The chairperson of the Compensation Committee conducts a similar evaluation of our chief executive officer, Mr. Meyers. The chief executive officer, or the Compensation Committee chair in the case of the chief executive officer, recommends any adjustments to each element of compensation in light of their assessment of the competitiveness of the executive’s compensation and the additional factors noted above, with the goal of paying each executive competitively based on an assessment of their overall performance and situation.
Equinix’s chief executive officer attends Compensation Committee meetings and reviews and provides input on agendas and compensation proposals and recommendations brought before the Compensation Committee for review and approval, but is not present during any discussion of his own compensation.
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.