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
Pay versus performance
| EQUINIX 2024 PROXY STATEMENT | Compensation / 79 |
|---|
Pay versus performance
As required by Section 953(a) of the Dodd-Frank Wall Street Reform and Consumer Protection Act, and Item 402(v) of Regulation S-K, we are providing the following information about the relationship between executive “compensation actually paid” and certain financial performance measures of Equinix.
PAY VERSUS PERFORMANCE TABLE
| Year · SummaryCompensation Table Total for CEO(1)($) · Compensation Actually Paid to CEO(2)($) · AverageSummaryCompensationTable Total for Non-CEONamedExecutiveOfficers(3)($) · AverageCompensationActually Paid to Non-CEONamedExecutiveOfficers(4)($) · Value of Initial Fixed $100Investment Based On: · Net Income(thousands)(7)($) · AFFO/Share(non-GAAP)(8)($) · SupplementalFinancialPerformanceMeasure:Revenue(9)($) | |||||||||
|---|---|---|---|---|---|---|---|---|---|
| TotalShareholderReturn(5)($) · Peer GroupTotalShareholderReturn(6)($) | |||||||||
| 2023 | 23,927,452 | 33,348,387 | 8,625,580 | 7,543,407 | 147.75 | 109.95 | 968,980 | 32.11 | 8,188 |
| 2022 | 22,282,928 | 12,613,714 | 8,315,931 | 5,927,330 | 117.82 | 98.62 | 704,577 | 29.55 | 7,263 |
| 2021 | 23,248,193 | 33,570,911 | 6,991,224 | 10,013,447 | 149.41 | 131.68 | 500,191 | 27.11 | 6,636 |
| 2020 | 25,836,268 | 33,284,734 | 7,522,729 | 10,302,386 | 124.23 | 94.14 | 369,777 | 24.76 | 5,999 |
(1)The dollar amounts reported in this column are the amounts of total compensation reported for Mr. Meyers who served as our chief executive officer and president for each corresponding year in the “Total” column of the Summary Compensation Table (“SCT”). For additional information, please refer to the section of this proxy statement titled “Executive compensation tables and related information — Summary Compensation Table.”
(2)The dollar amounts reported in this column represent the amount of “compensation actually paid” to Mr. Meyers, as computed in accordance with Item 402(v) of Regulation S-K. In accordance with the requirements of Item 402(v) of Regulation S-K, the following adjustments were made to Mr. Meyers’ total compensation as reported in the SCT for each year to determine the compensation actually paid to Mr. Meyers:
| Year | SCT Total for CEO($) | Value of Equity AwardsReported in SCT(a)($) | Equity AwardAdjustments(b)($) | Compensation Actually Paid to CEO(c)($) |
|---|---|---|---|---|
| 2023 | 23,927,452 | 22,821,961 | 32,242,896 | 33,348,387 |
| 2022 | 22,282,928 | 21,145,956 | 11,476,742 | 12,613,714 |
| 2021 | 23,248,193 | 22,150,441 | 32,473,159 | 33,570,911 |
| 2020 | 25,836,268 | 24,748,074 | 32,196,540 | 33,284,734 |
(a)The amounts shown in this column reflect the total grant date fair value of equity awards granted to Mr. Meyers for the applicable year reported in the “Stock Awards” column of the SCT.
(b)The equity award adjustments for each applicable year include the addition (or subtraction, as applicable) of the following: (i) for any awards granted in the applicable year that are outstanding and unvested as of the end of the year, the year-end fair value of those awards; (ii) for any awards granted in prior years that are outstanding and unvested as of the end of the applicable year, the amount of change as of the end of the applicable year (from the end of the prior fiscal year) in fair value of those awards; (iii) for any awards that were granted and became vested in the same applicable year, the fair value of those awards as of the vesting date; (iv) for any awards granted in prior years that vested in the applicable year, the amount equal to the change in fair value of those awards as of the vesting date (from the end of the prior fiscal year); (v) for any awards granted in prior years that failed to meet the applicable vesting conditions during the applicable year by being below target shares granted, a deduction for the amount equal to the fair value of those awards as of the end of the prior fiscal year; and (vi) the dollar value of any dividends or other earnings paid on equity awards in the applicable year prior to the vesting date that are not otherwise reflected in the fair value of such award or included in any other component of total compensation for the applicable year. The valuation assumptions used to calculate fair values did not materially differ from those disclosed as of the grant date of the equity awards. The amounts deducted or added in calculating the equity award adjustments are as follows:
| EQUINIX 2024 PROXY STATEMENT | Compensation / 80 |
|---|
| Year | Year-End Fair Value ofOutstanding and Unvested Equity Awards Granted in the ApplicableYear($) | Year-over-Year Change in Fair Value ofOutstandingand Unvested Equity Awards Granted in Prior Years($) | Fair Value as of Vesting Date of EquityAwards Granted and Vested in theApplicableYear($) | Year-over-YearChange inFair Valueof EquityAwardsGranted inPrior Yearsthat Vestedin theApplicableYear($) | Fair Value at the End of the Prior Year of Equity Awards that Failed to Meet Vesting Conditions in the Applicable Year($) | Value ofDividends orother Earnings Paid on EquityAwards notOtherwiseReflected inFair Value or TotalCompensation($) | Total Equity Award Adjustments($) |
|---|---|---|---|---|---|---|---|
| 2023 | 24,543,129 | 4,485,873 | — | 2,357,679 | — | 856,215 | 32,242,896 |
| 2022 | 22,020,915 | (7,279,443) | — | (4,036,337) | — | 771,607 | 11,476,742 |
| 2021 | 26,697,460 | 5,050,791 | — | (178,945) | — | 903,852 | 32,473,159 |
| 2020 | 25,440,598 | 4,828,550 | 522,848 | 780,791 | — | 623,754 | 32,196,540 |
(c)The amount shown for each applicable year is calculated as (i) the amount shown in the “SCT Total for CEO” column, less (ii) the amount shown in the “Value of Equity Awards Reported in SCT” column, plus or minus (iii) the amount shown in the “Equity Awards Adjustments” column.
(3)The dollar amounts reported in this column represent the average of the amounts of total compensation reported for our named executive officers as a group (excluding Mr. Meyers) (the “Non-CEO Named Executive Officers”) for each corresponding year in the “Total” column of the SCT in each applicable year. The names of each of the Non-CEO Named Executive Officers included for purposes of calculating the average amounts in each applicable year are as follows: (i) for 2023, Keith Taylor, Mike Campbell, Scott Crenshaw, Brandi Galvin Morandi and Karl Strohmeyer, (ii) for 2022, Keith Taylor, Scott Crenshaw, Brandi Galvin Morandi, and Karl Strohmeyer, (iii) for 2021, Keith Taylor, Sara Baack, Mike Campbell, Brandi Galvin Morandi and Karl Strohmeyer, and (iv) for 2020, Keith Taylor, Sara Baack, Brandi Galvin Morandi and Karl Strohmeyer.
(4)The dollar amounts reported in this column represent the average amount of “compensation actually paid” to the Non-CEO Named Executive Officers as a group, as computed in accordance with Item 402(v) of Regulation S-K. In accordance with the requirements of Item 402(v) of Regulation S-K, the following adjustments were made to the average total compensation for the Non-CEO Named Executive Officers as a group based on the SCT for each year to determine the compensation actually paid, using the same methodology described above in footnote 2 but as applied to the Non-CEO Named Executive Officers as a group:
| Year | Average SCT Total forNon-CEO Named Executive Officers($) | Average Value ofEquity AwardsReported in SCT($) | Average EquityAward Adjustments(a)($) | Average CompensationActually Paid to Non-CEONamed Executive Officers($) |
|---|---|---|---|---|
| 2023 | 8,625,580 | 8,020,687 | 6,938,514 | 7,543,407 |
| 2022 | 8,315,931 | 7,760,856 | 5,372,255 | 5,927,330 |
| 2021 | 6,991,224 | 6,389,618 | 9,411,841 | 10,013,447 |
| 2020 | 7,522,729 | 6,911,006 | 9,690,663 | 10,302,386 |
(a)The amounts deducted or added in calculating the total average equity award adjustments are as follows:
| EQUINIX 2024 PROXY STATEMENT | Compensation / 81 |
|---|
| Year | Average Year-EndFair Value ofOutstandingand UnvestedEquity AwardsGranted in theApplicableYear($) | Year-over-Year AverageChange in Fair Value ofOutstandingand UnvestedEquity AwardsGranted in theApplicableYear($) | Average Fair Value as ofVesting Date of EquityAwards Granted and Vested in theApplicableYear($) | Year-over-YearAverageChange inFair Value of EquityAwardsGranted in Prior Years that Vestedin theApplicableYear($) | AverageFair Value at the End ofthe Prior Year of Equity Awards thatFailed to MeetVesting Conditions in the ApplicableYear($) | Average Value of Dividendsor other Earnings Paid on EquityAwards notOtherwiseReflectedin Fair Value or TotalCompensation($) | Total AverageEquity AwardAdjustments($) |
|---|---|---|---|---|---|---|---|
| 2023 | 6,682,151 | 1,053,116 | — | 642,534 | (1,657,839) | 218,552 | 6,938,514 |
| 2022 | 7,871,911 | (1,672,389) | — | (1,036,970) | — | 209,703 | 5,372,255 |
| 2021 | 7,672,979 | 1,598,103 | — | (124,870) | — | 265,629 | 9,411,841 |
| 2020 | 7,114,378 | 1,997,780 | 110,177 | 249,549 | — | 218,779 | 9,690,663 |
(5)Total Shareholder Return is calculated on a cumulative basis by dividing the sum of the cumulative amount of dividends for the measurement period, assuming dividend reinvestment, and the difference between our share price at the end and the beginning of the measurement period by our share price at the beginning of the measurement period.
(6)Peer Group Total Shareholder Return represents the weighted peer group total shareholder return, weighted according to the respective companies’ stock market capitalization at the beginning of each period for which a return is indicated. The peer group used for this purpose is the following published industry index: FTSE NAREIT All REITs Index.
(7)The dollar amounts reported represent the amount of net income reflected in our audited financial statements for the applicable year.
(8)Equinix uses Funds from Operations (“FFO”) and Adjusted Funds from Operations (“AFFO”), which are non-GAAP financial measures commonly used in the real estate investment trust (“REIT”) industry. FFO is calculated in accordance with the standards established by the National Association of Real Estate Investment Trusts. FFO represents net income or loss, excluding gain or loss from the disposition of real estate assets, depreciation and amortization on real estate assets and adjustments for unconsolidated joint ventures’ and non-controlling interests’ share of these items. AFFO represents FFO excluding depreciation and amortization expense on non-real estate assets, accretion, stock- based compensation, stock-based charitable contributions, restructuring charges, impairment charges, transaction costs, an installation revenue adjustment, a straight-line rent expense adjustment, a contract cost adjustment, amortization of deferred financing costs and debt discounts and premiums, gain or loss on debt extinguishment, an income tax expense adjustment, recurring capital expenditures, net income or loss from discontinued operations, net of tax, and adjustments from FFO to AFFO for unconsolidated joint ventures’ and noncontrolling interests’ share of these items. For additional definitions of non-GAAP terms and a detailed reconciliation between non-GAAP financial results and the corresponding GAAP measures, please refer to Appendix A.
(9)The dollar amounts reported represent the amount of revenue reflected in our audited financial statements for the applicable year.
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.