DEF 14A of Equinix Inc, Apr 10, 2025

DEF 14A of Equinix Inc

Filed Apr 10, 2025 · FY20240001628280-25-017318

Open on EDGAR

  1. Proxy Statement

    Proxy Statement Table of contents

  2. Proxy Statement

    | Proxy Summary | 1 | | General information | 1 | | Voting | 2 | | Items to be voted on and our Board’s recommendation | 2 | | Governance | 3 | | Performance and compensation highlights | 4 | | Governance | 7 | | Proposal 1—Election of directors | 7 | | Director nominees | 8 | | Board composition | 12 | | Board operations | 16 | | Other governance policies and practices | 21 | | 2024 director compensation | 23 | | Equinix stock ownership | 26 | | Related-party transactions | 27 | | Executive officers | 29 | | Compensation | 31 | | Proposal 2—Advisory non-binding vote on executive compensation | 31 | | Proposal 3—Approval of an amendment to the Equinix, Inc. 2020 Equity Incentive Plan to increase the number of plan shares reserved for issuance by 3.3 million shares | 32 | | Compensation roadmap | 41 | | Compensation discussion and analysis | 42 | | Talent, Culture and Compensation Committee Report | 66 |

  3. Proxy Statement

    | Executive compensation tables and related information | 67 | | Compensation policies and practices risk assessment | 80 | | Talent, Culture and Compensation Committee interlocks and insider participation | 82 | | Equity compensation plan information | 82 | | Chief Executive Officer to median employee pay ratio | 82 | | Pay versus performance | 84 | | Audit | 90 | | Proposal 4—Ratification of independent registered public accountants | 90 | | Report of the Audit Committee of the Board of Directors | 91 | | Stockholder Proposal | 93 | | Proposal 5—Improve Shareholder Written Consent | 93 | | Equinix’s Statement in Opposition to Proposal 5 | 94 | | Additional Information | 96 | | Voting information and attending the meeting | 96 | | Delivery of documents to stockholders sharing an address | 100 | | Stockholder proposals for 2026 annual meeting | 100 | | Other matters | 101 | | Appendix Materials | A-1 |

  4. Proxy Statement

    | EQUINIX 2025 PROXY STATEMENT | Proxy Summary / 1 |

  5. Proxy Statement

    | Proxy Summary |

  6. Proxy Statement

    These proxy materials are provided in connection with the solicitation of proxies by the Board of Directors of Equinix, Inc., a Delaware corporation, for the Annual Meeting of Stockholders to be held on May 21, 2025, and at any adjournments or postponements of such meeting. These proxy materials were first sent on or about Apr. 10, 2025, to stockholders entitled to vote at the Annual Meeting. This summary highlights some of the topics discussed in this proxy statement. It does not cover all the information you should consider before voting, and you are encouraged to read the entire proxy statement before casting your vote. General information

  7. Proxy Statement

    | | | | | WHEN Thursday, May 21, 2025 10:00 a.m. PDT | VIRTUAL LOCATION Visit: www.virtualshareholdermeeting.com/ EQIX2025 | RECORD DATE Mar. 25, 2025 |

  8. Proxy Statement

    | CORPORATE INFORMATION | | EQUINIX WEBSITES | | Stock Symbol EQIX | Registrar & Transfer Agent Computershare | CORPORATE WEBSITE Equinix.com INVESTOR RELATIONS investor.equinix.com 2025 ANNUAL MEETING MATERIALS https://investor.equinix.com/news-events/annual-meeting-of-stockholders PUBLIC POLICY ACTIVITIES https://investor.equinix.com/board-governance/public-policy-activities | | Stock Exchange Nasdaq | State of Incorporation Delaware | | | Common Stock Outstanding As of Mar. 25, 2025 97,818,262 shares | Year of Incorporation 1998 | | | | Public Company Since 2000 | |

  9. Proxy Statement

    | EQUINIX 2025 PROXY STATEMENT | Proxy Summary / 2 |

  10. Proxy Statement

    Voting Have your proxy card or voting instruction form in hand when voting by telephone or online. When voting, you will need to enter the unique 16-digit voter control number imprinted on the card or instruction form.

  11. Proxy Statement

    | | | REGISTERED HOLDERS (shares are registered in your own name) | BENEFICIAL OWNERS (shares are held “in street name” in a stock brokerage account or by a bank, nominee or other holder of record) | | | BY MOBILE DEVICE | Scan the QR code provided on your proxy card | Scan the QR code if one is provided by your broker, bank or other nominee | | | BY INTERNET | Vote your shares online 24/7 at proxyvote.com | Vote your shares online 24/7 if a website is provided by your broker, bank or other nominee | | | BY TELEPHONE | Call toll-free 24/7 in the U.S., U.S. territories and Canada 1-800-690-6903 | Call the toll-free number provided on your voting information form 24/7 | | | BY MAIL | Complete, date, sign and return your proxy card in the postage-paid envelope | Complete, date, sign and return your voting information form |

  12. Proxy Statement

    Items to be voted on and our Board’s recommendation

  13. Proxy Statement

    | PROPOSAL | | BOARD’S RECOMMENDATION | | SEE PAGE | | 1 | DIRECTORS: Election of directors | | FOR each nominee | 7 | | 2 | COMPENSATION: Advisory vote to approve named executive officer compensation | | FOR | 31 | | 3 | PLAN AMENDMENT: 2020 Equity Incentive Plan Amendment to increase the number of plan shares reserved for issuance by 3.3 million shares | | FOR | 32 | | 4 | AUDIT: Ratification of independent registered public accountants | | FOR | 90 | | 5 | STOCKHOLDER PROPOSAL: Stockholder proposal related to written consent of stockholders | | AGAINST | 93 |

  14. Proxy Statement

    | EQUINIX 2025 PROXY STATEMENT | Proxy Summary / 3 |

  15. Proxy Statement

    Governance Our Board of Director Nominees: 8

  16. Proxy Statement

    | NANCI CALDWELL, AGE 67 (Independent Director) | | THOMAS OLINGER, AGE 58 (Independent Director) | | | | Since: 2015 COMMITTEES: •Nominating and Governance •Talent, Culture and Compensation | | Since: 2023 COMMITTEES: •Audit •Finance •Real Estate | | ADAIRE FOX-MARTIN, AGE 60 (Chief Executive Officer and President) | | CHRISTOPHER PAISLEY, AGE 72 (Lead Independent Director) | | | | Since: 2020 COMMITTEE: •Stock Award | | Since: 2007 COMMITTEES: •Audit •Finance •Nominating and Governance •Real Estate | | GARY HROMADKO, AGE 72 (Independent Director) | | SANDRA RIVERA, AGE 60 (Independent Director) | | | | Since: 2003 COMMITTEES: •Finance •Nominating and Governance •Real Estate | | Since: 2019 COMMITTEES: •Talent, Culture and Compensation •Stock Award | | CHARLES MEYERS, AGE 59 (Executive Chairman) | | FIDELMA RUSSO, AGE 61 (Independent Director) | | | | Since: 2018 COMMITTEE: •None | | Since: 2022 COMMITTEE: •Audit |

  17. Proxy Statement

    | EQUINIX 2025 PROXY STATEMENT | Proxy Summary / 4 |

  18. Proxy Statement

    Performance and compensation highlights

  19. 2024 Executive Compensation Mix(1)(2)(3)(4)

    2024 Executive Compensation Mix(1)(2)(3)(4)

  20. 2024 Executive Compensation Mix(1)(2)(3)(4)

    | Chief Executive Officer | Average - Named Executive Officers | | | |

  21. 2024 Executive Compensation Mix(1)(2)(3)(4)

    (1)Average - Named Executive Officers chart includes Mr. Taylor, Mr. Abdel, Mr. Lin and Ms. Morandi. CEO chart includes only Ms. Fox-Martin. Excludes former executives Mr. Campbell and Ms. Williamson, who were no longer serving as executive officers at year end, and Mr. Meyers, who transitioned from CEO to Chairman during 2024. See “Compensation Discussion & Analysis.” (2)Represents annual base salaries (as of year end, reflecting changes to roles and responsibilities during the year for Mr. Abdel and Mr. Lin), target annual incentive awards, and target annual long-term incentive opportunities for the 2024 performance period, including promotion awards for Mr. Abdel and Mr. Lin. Excludes one-time new hire related compensation paid to Ms. Fox-Martin upon joining. Awards are 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, and therefore differ from the amounts reported in the summary compensation and related tables. (3)Percentages may not sum to 100% due to rounding. (4)Annual incentives were paid in immediately vested RSUs in 2025.

  22. 2024 Executive Compensation Mix(1)(2)(3)(4)

    | EQUINIX 2025 PROXY STATEMENT | Governance / 7 |

  23. 2024 Executive Compensation Mix(1)(2)(3)(4)

    | Governance |

  24. 2024 Executive Compensation Mix(1)(2)(3)(4)

    Proposal 1 — Election of directors All directors will be elected at the Annual Meeting to serve for a term expiring at the next annual meeting of stockholders and until his or her successor is elected, or until the director’s death, resignation or removal. If you sign your proxy card but do not give instructions with respect to the voting of directors, your shares will be voted for the eight persons recommended by the Board. If you wish to give specific instructions with respect to the voting of directors, you must do so with respect to the individual nominee. If any nominee becomes unavailable for election because of an unexpected occurrence, your shares will be voted for the election of a substitute nominee proposed by the Board. Each of our director nominees currently serves on the Board, and all were elected to a one-year term at the 2024 annual stockholders’ meeting. On Mar. 7, 2024, as part of a planned succession process, the Board approved the appointment of Ms. Fox-Martin, at that time, a member of the Board, as our new Chief Executive Officer and President. The appointment became effective on June 3, 2024. Ms. Fox-Martin has continued to serve on our Board but is no longer considered independent. Ms. Fox-Martin succeeded Mr. Meyers, who retired as Chief Executive Officer and President effective June 3, 2024. Mr. Meyers has continued with Equinix in the role of Executive Chairman, where he has continued in his service on the Board in addition to performing other advisory services. Mr. Patel, a current Board member, is not standing for reelection to the Board. Each person nominated for election has agreed to serve if elected, and our Board has no reason to believe that any nominee will be unable to serve. The eight directors who are being nominated for election by the holders of common stock to the Board; their ages as of Mar. 25, 2025; their positions and offices held with Equinix; and certain biographical information, including directorships held with other public companies during the past five years, are set forth below. In addition, we have provided information concerning the particular experience, qualifications, attributes and/or skills that led the Nominating and Governance Committee and the Board to determine that each nominee should serve as a director of Equinix.

  25. 2024 Executive Compensation Mix(1)(2)(3)(4)

    | | The Board recommends that you vote “FOR” the election of each of the following nominees. |

  26. 2024 Executive Compensation Mix(1)(2)(3)(4)

    | EQUINIX 2025 PROXY STATEMENT | Governance / 8 |

  27. 2024 Executive Compensation Mix(1)(2)(3)(4)

    Director nominees

  28. 2024 Executive Compensation Mix(1)(2)(3)(4)

    | NANCI CALDWELL | | Independent Director / Since December 2015 | | | AGE: 66 COMMITTEES: •Nominating and Governance •Talent, Culture and Compensation | CURRENT ROLE •Corporate Director (since 2005) PRIOR BUSINESS EXPERIENCE •Executive Vice President and Chief Marketing Officer, PeopleSoft (2001−2004) •Various senior and executive sales and marketing roles in Canada and the U.S., Hewlett-Packard (1982−2001) CURRENT PUBLIC COMPANY BOARDS (in addition to Equinix) •CIBC •Procore Technologies, Inc. PAST PUBLIC COMPANY BOARDS •Talend •Tibco Software •Deltek •Donnelley Financial Solutions •Citrix Systems | | SKILLS & EXPERTISE •Executive leadership skills gained as an operating executive at major public companies •Deep “go-to-market” experience gained over decades of senior and executive enterprise sales and marketing roles at Hewlett-Packard and PeopleSoft, bringing insight to our strategy as we continue to target the enterprise customer and leverage our channel partner program •Global experience as an executive at multinational corporations •Experience with public company M&A •Risk management experience from prior operating roles as well as oversight expertise from experience gained across multiple boards and governance committees •Significant public company board experience across numerous boards |

  29. 2024 Executive Compensation Mix(1)(2)(3)(4)

    | ADAIRE FOX-MARTIN | | Director / Since January 2020 | | | AGE: 60 COMMITTEE: •Stock Award | CURRENT ROLE •Chief Executive Officer and President, Equinix (since 2024) PRIOR BUSINESS EXPERIENCE •President, Google Cloud Go to Market (2023-2024) and Head of Google Ireland (2021-2024) •President, Google Cloud International (2022-2023) •President, Google Cloud EMEA (2021-2022) •Various roles, SAP (2008−2021), including Executive Board member of Global Customer Operations, President, Chief Operating Officer, SVP Industry Business Solutions, and Vice President Public Sector •Various management roles, Oracle Corporation (1989−2007), the most recent being Vice President Government Education and Healthcare PAST PUBLIC COMPANY BOARDS •SAP SE | | SKILLS & EXPERTISE •Executive leadership skills gained as an operating executive at major public companies •Extensive experience in the information technology sector, bringing relevant technology expertise to the company and Board as we grow our business •Decades of experience in enterprise applications and the ecosystems that innovate, sell, deploy and maintain them •Experience in cloud relevant to Equinix as we evolve our strategy to meet the needs of our customers in a cloud-first world •Global experience as an executive at multinational corporations, and experience and perspective gained from living and working in both the Asia-Pacific and EMEA regions •“Go-to-market” leadership experience in serving the enterprise customer, a key segment of our current strategy |

  30. 2024 Executive Compensation Mix(1)(2)(3)(4)

    | EQUINIX 2025 PROXY STATEMENT | Governance / 9 |

  31. 2024 Executive Compensation Mix(1)(2)(3)(4)

    | GARY HROMADKO | | Independent Director / Since June 2003 | | | AGE: 72 COMMITTEES: •Finance •Nominating and Governance •Real Estate | CURRENT ROLE •Private Investor PRIOR BUSINESS EXPERIENCE •Venture Partner, Crosslink Capital, a venture capital firm (2002−2017) PAST PUBLIC COMPANY BOARDS •Carbonite | | SKILLS & EXPERTISE •Experience in the field of digital infrastructure services •Deep understanding of current technologies and trends, and implications for our strategic plans and positioning, through experience as an investor in the networking, cloud and infrastructure service sectors •Extensive capital markets and corporate finance experience, providing valuable insight to fundraising activities and to decisions regarding investments and allocation of capital •Public company board experience across numerous boards and valuable institutional knowledge and perspective gained from long tenure on the Equinix Board |

  32. 2024 Executive Compensation Mix(1)(2)(3)(4)

    | CHARLES MEYERS | | Director / Since September 2018 | | | AGE: 59 | CURRENT ROLE •Executive Chairman, Equinix (since 2024) PRIOR BUSINESS EXPERIENCE •Chief Executive Officer and President, Equinix (2018-2024) •President, Strategy, Services and Innovation, Equinix (2017-2018) •Chief Operating Officer, Equinix (2013-2017) •President, Equinix Americas (2010-2013) •Various positions, including Group President of Messaging and Mobile Media, and Product Group Executive for the Security and Communications portfolio, VeriSign, an internet security company now part of Symantec (2006-2010) CURRENT PUBLIC COMPANY BOARDS (in addition to Equinix) •Fastly | | SKILLS & EXPERTISE •Executive leadership skills gained as Equinix’s prior Chief Executive Officer, and through various prior leadership roles at Equinix and other technology companies •Deep experience in the field of digital infrastructure services as well as in the technology and trends shaping Equinix’s current and future strategy •Global experience as an executive at multinational corporations •“Go-to-market” experience as an experienced sales leader •Experience with public company M&A, including multiple transactions while at Equinix •As Equinix’s Chief Executive Officer, was responsible for setting and driving all aspects of the sustainability strategy, including award-winning initiatives |

  33. 2024 Executive Compensation Mix(1)(2)(3)(4)

    | EQUINIX 2025 PROXY STATEMENT | Governance / 10 |

  34. 2024 Executive Compensation Mix(1)(2)(3)(4)

    | THOMAS OLINGER | | Independent Director / Since January 2023 | | | AGE: 58 COMMITTEES: •Audit •Finance •Real Estate | CURRENT ROLE •Corporate Director (since 2022) PRIOR BUSINESS EXPERIENCE •Chief Financial Officer, Prologis (2012−2022) •Chief Integration Officer, Prologis (2011-2012) •Chief Financial Officer, AMB (2007-2011) now a part of Prologis •Vice President, Corporate Controller, Oracle (2002-2007) •Audit Partner, Arthur Anderson & Co. (1988-2002) CURRENT PUBLIC COMPANY BOARDS (in addition to Equinix) •American Assets Trust | | SKILLS & EXPERTISE •Executive leadership skills gained as an operating executive at public companies, including as Chief Financial Officer of Prologis •Global experience as an executive at a multinational corporation •Extensive capital markets and corporate finance experience providing valuable insight to decisions regarding investments and allocation of capital, as well as public company M&A •Extensive experience with REITs and real estate development, including as a Chief Financial Officer at a REIT and as a Board member at another publicly listed REIT, which provides valuable insight to discussions of Equinix’s continued expansion and management of our growing real estate portfolio •Extensive finance and accounting expertise as a former Chief Financial Officer, controller and audit partner, and as a current Audit Committee Chair •Risk management experience from prior operating roles |

  35. 2024 Executive Compensation Mix(1)(2)(3)(4)

    | CHRISTOPHER PAISLEY | | Independent Director / Since July 2007 Lead Independent Director / Since February 2012 | | | AGE: 72 COMMITTEES: •Audit •Finance •Nominating and Governance •Real Estate | CURRENT ROLE •Dean’s Executive Professor of Accounting, Leavey School of Business at Santa Clara University (since 2001) PRIOR BUSINESS EXPERIENCE •Chief Financial Officer, Enterprise 4.0 Technology Acquisition Corporation (2021−2023) •Senior Vice President of Finance and Chief Financial Officer, 3Com (1985−2000) CURRENT PUBLIC COMPANY BOARDS (in addition to Equinix) •Ambarella •Fastly PAST PUBLIC COMPANY BOARDS •Enterprise 4.0 Technology Acquisition Corporation •Fitbit •Fortinet | | SKILLS & EXPERTISE •Executive leadership skills gained as an operating executive at multiple companies, including as Chief Financial Officer of 3Com •Global experience as an executive at a multinational corporation •Extensive experience with capital markets transactions and public company M&A, including as an operating executive and as a board member •Extensive finance and accounting expertise as a former Chief Financial Officer, as a current professor of accounting, and as an audit committee chair for numerous boards •Risk management experience from prior operating roles as well as from experience across multiple boards •Public company board experience across numerous boards and valuable institutional knowledge and perspective gained from long tenure on the Equinix Board |

  36. 2024 Executive Compensation Mix(1)(2)(3)(4)

    | EQUINIX 2025 PROXY STATEMENT | Governance / 11 |

  37. 2024 Executive Compensation Mix(1)(2)(3)(4)

    | SANDRA RIVERA | | Independent Director / Since October 2019 | | | AGE: 60 COMMITTEES: •Stock Award •Talent, Culture and Compensation | CURRENT ROLE •Chief Executive Officer, Altera, an Intel Corporation (since 2024) PRIOR BUSINESS EXPERIENCE •Various roles, Intel Corporation (2000-2023), including leading the Network Platforms Group, Chief People Officer and most recently as Executive Vice President and General Manager of Data Center and AI Group •General Manager of CTI division, Catalyst Telecom (1998-2000) •Co-Founder and President, The CTI Authority (1996-1998) | | SKILLS & EXPERTISE •Executive leadership skills gained as an operating executive at multiple companies, including Intel •Extensive experience in the technology sector, including network infrastructure, 5G, data center, AI and cloud, bringing relevant technology expertise to the Board as Equinix executes against our platform strategy •Global experience as an executive at a multinational corporation •“Go-to-market” experience as an experienced sales and business development leader •Experience with public company M&A, including through numerous transactions while at Intel •Human capital and sustainability experience, most recently gained as chief people officer of Intel, bringing insight to the Talent, Culture and Compensation Committee’s oversight of compensation plans and programs, and to Equinix’s talent initiatives |

  38. 2024 Executive Compensation Mix(1)(2)(3)(4)

    | FIDELMA RUSSO | | Independent Director / Since June 2022 | | | AGE: 61 COMMITTEE: •Audit | CURRENT ROLE •Executive Vice President and General Manager of Hybrid Cloud (since 2023) and Chief Technology Officer (since 2021), Hewlett Packard Enterprise (HPE) PRIOR BUSINESS EXPERIENCE •Senior Vice President and General Manager of the Cloud Services Business Unit, VMware (2020-2021) •Various senior leadership roles, Iron Mountain, Inc. (2017-2020), including Chief Technology Officer and Executive Vice President PAST PUBLIC COMPANY BOARDS •SBA Communications | | SKILLS & EXPERTISE •Executive leadership skills gained as an operating executive at major public companies •Extensive technology experience spanning servers, storage, networking, cloud services, backup, machine learning and analytics, global IT business services and infrastructure, relevant to Equinix’s digital transformation initiatives •Perspective of an Equinix customer, with a deep understanding of current technology trends, providing valuable input to our platform and product strategies •Global experience as an executive at multinational corporations •Extensive experience bringing technology products to market •Experience with REITs as a board member of another publicly traded REIT |

  39. 2024 Executive Compensation Mix(1)(2)(3)(4)

    | EQUINIX 2025 PROXY STATEMENT | Governance / 12 |

  40. 2024 Executive Compensation Mix(1)(2)(3)(4)

    Board composition

  41. BOARD COMMITTEES

    BOARD COMMITTEES The Board currently has six standing committees: the Audit Committee; the Finance Committee; the Nominating and Governance Committee; the Real Estate Committee; the Talent, Culture and Compensation Committee; and the Stock Award Committee. Special committees may also be formed from time to time. The following table provides membership information for the incumbent directors for fiscal 2024 for such standing committees of the Board:

  42. BOARD COMMITTEES

    | | | | | Committees | | | | | | | Director | Independent | | Financial Expert | Audit | Finance | Nominating and Governance | Real Estate | Stock Award | Talent, Culture and Compensation | | Nanci Caldwell | | ✓ | | | | | | | | | Adaire Fox-Martin(1) | | | | | | | | | | | Gary Hromadko(2) | | ✓ | | | | | | | | | Charles Meyers(3) | | | | | | | | | | | Thomas Olinger | | ✓ | | | | | | | | | Christopher Paisley | | ✓ | | | | | | | | | Jeetu Patel(4) | | ✓ | | | | | | | | | Sandra Rivera | | ✓ | | | | | | | | | Fidelma Russo | | ✓ | | | | | | | | | Meetings in 2024 | Board: 8 | | | 36 | 4 | 5 | 5 | 0 | 5 |

  43. BOARD COMMITTEES

    | | Chairperson | | Committee Member | | Executive Chairman | | Lead Independent Director | | Audit Committee Financial Expert |

  44. BOARD COMMITTEES

    (1)Ms. Fox-Martin served on the Nominating and Governance Committee until Mar. 2024. Ms. Fox-Martin is no longer considered to be an independent director with her role of CEO and President. Ms. Fox-Martin joined the Stock Award Committee in June 2024. (2)Mr. Hromadko joined the Nominating and Governance Committee in Mar. 2024. (3)Mr. Meyers served on the Stock Award Committee until June 2024. (4)Mr. Patel has notified the Board that he will not stand for reelection to the Board at the 2025 Annual Meeting. A detailed description of the Audit Committee can be found in the section entitled, “Report of the Audit Committee of the Board of Directors,” elsewhere in this proxy statement, and the Audit Committee Charter is published in the board & governance section of Equinix’s website at Equinix.com. The members of the Audit Committee in 2024 were Mr. Olinger, Mr. Paisley and Ms. Russo.

  45. BOARD COMMITTEES

    | EQUINIX 2025 PROXY STATEMENT | Governance / 18 |

  46. BOARD COMMITTEES

    Mr. Paisley is chairperson of the Audit Committee, and both Mr. Paisley and Mr. Olinger are considered financial experts. During the fiscal year ended Dec. 31, 2024, the Audit Committee held 36 meetings. This significant number of meetings in 2024 related to an independent investigation by the Audit Committee to review matters referenced in a short seller report. Based on the findings of the independent investigation, the Audit Committee concluded that Equinix’s financial reporting had been accurate, and that the application of its accounting practices had resulted in an appropriate representation of its operating performance. The Finance Committee was established to assist the Board in fulfilling its responsibilities across the principal areas of corporate finance for Equinix. The Finance Committee provides oversight and assistance to management in considering such matters as Equinix’s balance sheet, capital planning, cash flow, financing needs, use of hedges and Equinix’s credit ratings agency strategy and discussions with such agencies. The Board has also delegated to the Finance Committee oversight of specific financing transactions. A more detailed description of the functions of the Finance Committee can be found in the Finance Committee Charter, published on the board & governance section of Equinix’s website at Equinix.com. In 2024, the members of the Finance Committee were Mr. Hromadko, Mr. Olinger and Mr. Paisley. Mr. Hromadko is chairperson of the Finance Committee. During the fiscal year ended Dec. 31, 2024, the Finance Committee held four meetings. The Nominating and Governance Committee was established to (i) identify individuals qualified to become members of the Board, and select the director nominees for the next annual meeting of stockholders; (ii) review and consider developments in corporate governance practices and to recommend to the Board effective corporate governance policies and procedures applicable to the company; (iii) review and consider developments related to the company’s Governance, Risk and Compliance program (the “GRC Program”) and to report to the Board on GRC Program activities and recommendations; (iv) regularly review the company’s cybersecurity risk exposure and mitigations to monitor and control such exposure; (v) receive periodic reports from the company’s compliance office; (vi) oversee compliance with the company’s Code of Business Conduct; (vii) review and consider developments in corporate responsibility and report to the Board on activities and recommendations; (viii) provide oversight of the company’s public policy activities; and (ix) oversee the evaluation of the Board. A more detailed description of the functions of the Nominating and Governance Committee can be found in the Nominating and Governance Committee Charter, published in the board & governance section of Equinix’s website at Equinix.com. The members of the Nominating and Governance Committee in 2024 were Ms. Caldwell, Ms. Fox-Martin, Mr. Paisley and Mr. Hromadko. Ms. Fox-Martin served on the Nominating and Governance Committee until Mar. 2024, when she stepped down from that committee in anticipation of her new role as Chief Executive Officer and President when she would no longer be considered independent. Mr. Hromadko joined the Nominating and Governance Committee in Mar. 2024. Ms. Caldwell is chairperson of the Nominating and Governance Committee. During the fiscal year ended Dec. 31, 2024, the Nominating and Governance Committee held five meetings. The Real Estate Committee reviews and approves capital expenditures in connection with real estate development, expansion or acquisition within parameters set by the full Board. Decisions are made considering a projected 10-year internal rate of return and within the context of a multiyear capital expenditure development pipeline and cash flow analysis provided by management to the Real Estate Committee. In approving and overseeing real estate capital expenditures, the Real Estate Committee also considers an overview of the project and the market, including the competition, strategy, current capacity and sales pipeline. In addition, the Real Estate Committee has the authority to analyze, negotiate and approve the purchase, sale, lease or sublease of real property and approve guarantees related to real property lease transactions. A more detailed description of the functions of the Real Estate Committee can be found in the Real Estate Committee Charter, published in the board & governance section of Equinix’s website at Equinix.com. The members of the Real Estate Committee in 2024 were Mr. Hromadko, Mr. Olinger and Mr. Paisley. Mr. Hromadko is chairperson of the Real Estate Committee. During the fiscal year ended Dec. 31, 2024, the Real Estate Committee held five meetings. The Stock Award Committee has the authority to approve the grant of stock awards to non-Section 16 officer employees and other individuals. In 2024, the members of the Stock Award Committee were Ms. Fox-Martin, Ms. Rivera and Mr. Meyers. Mr. Meyers stepped down from the Stock Award Committee when he stepped down from the Chief Executive Officer role, and Ms. Fox-Martin joined the Stock Award Committee following her appointment to the Chief Executive Officer role in June 2024. The Stock Award Committee typically does not hold meetings but acts by written consent.

  47. BOARD COMMITTEES

    | EQUINIX 2025 PROXY STATEMENT | Governance / 19 |

  48. BOARD COMMITTEES

    The Talent, Culture and Compensation Committee provides oversight of human capital management at Equinix, including our strategies to attract, develop and retain talent at all levels; cultivate an engaged employee base; make our culture a competitive advantage; and promote workforce belonging for all. The Talent, Culture and Compensation Committee also oversees succession planning for the Chief Executive Officer and select senior leaders. In addition, it oversees, reviews and administers all of Equinix’s compensation, equity and employee benefit plans and programs relating to executive officers, including the named executive officers; approves the global guidelines for the compensation program for Equinix’s non-executive employees; and approves Equinix’s projected global equity usage. The Talent, Culture and Compensation Committee also acts periodically to evaluate the effectiveness of the compensation programs at Equinix and considers recommendations from its consultant, Compensia, Inc. (“Compensia”), and from management regarding new compensation programs and changes to those already in existence. The Talent, Culture and Compensation Committee is also consulted to approve the compensation package of a newly hired executive or of an executive whose scope of responsibility has changed significantly, or to approve executive severance arrangements. A more detailed description of the functions of the Talent, Culture and Compensation Committee can be found in the Talent, Culture and Compensation Committee Charter, published on the board & governance section of Equinix’s website at Equinix.com and in the “Compensation discussion and analysis” section below. The members of the Talent, Culture and Compensation Committee in 2024 were Ms. Caldwell, Mr. Patel and Ms. Rivera. Ms. Rivera is the chairperson of the Talent, Culture and Compensation Committee. During the fiscal year ended Dec. 31, 2024, the Talent, Culture and Compensation Committee held five meetings.

  49. STOCKHOLDER COMMUNICATIONS WITH THE BOARD OF DIRECTORS

    The Board has also designated a lead independent director who earned a $50,000 annual retainer in 2024. Non-employee directors receive automatic grants of RSUs. At our annual meeting of stockholders, each non-employee director who will continue to be a director after that meeting is automatically granted an award of RSUs. For fiscal 2024, the grant date fair value of these annual awards was $260,000.(1) The automatic RSU awards become fully vested on the earlier of (i) the first anniversary of Equinix’s immediately preceding annual meeting of stockholders or (ii) in the case of a non-employee director not standing for reelection, the date of the first annual meeting of stockholders held subsequent to the date of grant. In addition, each non-employee director shall receive a prorated award of RSUs upon joining the Board, with a grant date fair value currently set at $260,000. The proration is based upon a fraction equal to (x) the number of days from the start date of the non-employee director until the first anniversary of the date of Equinix’s immediately preceding annual meeting of stockholders divided by (y) 365. The number of shares subject to each RSU award is determined by dividing the specified dollar value of the award by the closing price of Equinix’s common stock on the date of grant. The RSUs granted to our directors will become fully vested if Equinix is subject to a change-in-control; in the event of the non-employee director’s death, the portion of the RSUs that would have become vested on the next scheduled vesting date will become fully vested. Directors accrue dividend equivalent units on their RSUs. We allow our non-employee directors to elect to defer settlement of their RSUs. Directors are also eligible to receive discretionary awards under Equinix’s 2020 Equity Incentive Plan. The 2020 Equity Incentive Plan caps non-employee director compensation at $750,000. The limit may only be increased by $200,000 if the Board deems necessary to compensate a non-employee director for service on special-purpose committees or any other special service, in the Board’s discretion. These caps may not be increased without the approval of our stockholders. Our stock ownership guidelines for directors are described above. (1)Ms. Fox-Martin did not receive this annual award in 2024. The following table sets forth all of the compensation awarded to, earned by or paid to each non-employee director who served during fiscal year 2024.

  50. STOCKHOLDER COMMUNICATIONS WITH THE BOARD OF DIRECTORS

    | Name | Fees Earned or Paid in Cash(1) ($) | Stock Awards(2)(3)(4) ($) | Total ($) | | Nanci Caldwell | 107,500 | 259,425 | 366,925 | | Adaire Fox-Martin(5) | 33,500 | — | 33,500 | | Gary Hromadko | 120,667 | 259,425 | 380,092 | | Thomas Olinger | 176,500 | 259,425 | 435,925 | | Christopher Paisley | 297,500 | 259,425 | 556,925 | | Jeetu Patel | 87,500 | 259,425 | 346,925 | | Sandra Rivera | 100,000 | 259,425 | 359,425 | | Fidelma Russo | 135,000 | 259,425 | 394,425 |

  51. STOCKHOLDER COMMUNICATIONS WITH THE BOARD OF DIRECTORS

    (1)Amounts listed in this column include the annual retainers for Board and committee service. Board and committee retainers are prorated based on the number of days the director served during the year. The amount in this column for Mr. Paisley also includes a $50,000 retainer for service as lead independent director. (2)Reflects RSUs covering 338 shares granted to each newly elected non-employee director on the date of our annual stockholders’ meeting in May 2024, with a grant date fair value of $767.53 per share. (3)Reflects the aggregate grant date fair value of the RSU awards granted to the director in 2024 computed in accordance with FASB ASC Topic 718. See Note 13 of the notes to our consolidated financial statements in our Annual Report on Form 10-K filed with the SEC on Feb. 12, 2025, for a discussion of the assumptions made by Equinix in determining the values of our equity awards. (4)As of Dec. 31, 2024, Ms. Caldwell, Mr. Hromadko, Mr. Olinger, Mr. Paisley, Mr. Patel, Ms. Rivera and Ms. Russo each held 338 unvested RSUs (including accrued dividend equivalent units). (5)Amounts for Ms. Fox-Martin reflect the fees paid for services as a Board member prior to becoming CEO on June 3, 2024.

  52. STOCKHOLDER COMMUNICATIONS WITH THE BOARD OF DIRECTORS

    Mr. Van Camp was our Executive Chairman, but not a named executive officer, from Jan. 1, 2024 until June 3, 2024. He did not receive any additional compensation for services provided as a director. Upon his departure from the Board, Mr. Van Camp became a special advisor to the Board. For the year ended Dec. 31, 2024, Mr. Van Camp earned $232,692 in salary for his Executive Chairman role and 75% of his salary in annual incentive compensation (paid in fully vested RSUs), and was granted 1,742 RSUs, with the same service and performance vesting requirements as those granted to our named executive officers, for his service as Equinix’s Executive Chairman. Mr. Van Camp received an additional $149,500 in cash compensation for his Board advisor role through Dec. 31, 2024. Mr. Meyers was our Chief Executive Officer and President from Jan. 1, 2024 until June 3, 2024 when he became our Executive Chairman, and did not receive any additional compensation for services provided as a director during that time. A complete description of his compensation is described below in the “Compensation discussion and analysis” section of this proxy statement.

  53. STOCKHOLDER COMMUNICATIONS WITH THE BOARD OF DIRECTORS

    *Less than 1%. (1)Includes 338 shares issuable upon settlement of RSUs that will vest within 60 days of Mar. 25, 2025. Also includes 1,195 vested shares pursuant to RSUs as to which Ms. Caldwell has deferred the settlement of until a later date. (2)Includes 1,056 vested shares pursuant to RSUs as to which Ms. Fox-Martin has deferred the settlement of until a later date from her service as a Board member prior to becoming CEO. (3)Includes 338 shares issuable upon settlement of RSUs that will vest within 60 days of Mar. 25, 2025. Also includes 21,770 shares pledged as collateral by Mr. Hromadko, which pledge was approved by our Talent, Culture and Compensation Committee.

  54. STOCKHOLDER COMMUNICATIONS WITH THE BOARD OF DIRECTORS

    (4)Includes 4,316 shares pledged as collateral by Mr. Lin, which pledge was made prior to him becoming an executive officer and was subsequently approved by our Talent, Culture and Compensation Committee at the time of his appointment as an executive officer. (5)Includes 338 shares issuable upon settlement of RSUs that will vest within 60 days of Mar. 25, 2025. (6)Includes 338 shares issuable upon settlement of RSUs that will vest within 60 days of Mar. 25, 2025. Also includes an aggregate of 845 shares held in trusts for Mr. Paisley’s children and a brother. (7)As of December 29, 2023, the most recent required Schedule 13G filed with the SEC, the total amount beneficially owned by The Vanguard Group was 12,265,027 shares. Includes 0 shares with sole voting and 199,463 shares with shared voting power. Includes 11,787,551 shares with sole dispositive and 477,476 shares with shared dispositive power by The Vanguard Group, an investment advisor. (8)As of April 30, 2024, the most recent required Schedule 13G filed with the SEC, the total amount beneficially owned by BlackRock Fund Advisors was 9,733,894 shares. Includes 8,872,526 shares with sole voting and 0 shares with shared voting power. Includes 9,733,894 shares with sole dispositive and 0 shares with shared dispositive power by BlackRock Inc., an investment advisor. (9)As of Dec. 31, 2023, the most recent required Schedule 13G filed with the SEC, the total amount beneficially owned by State Street Corporation was 6,211,112 shares. Includes 0 shares with sole voting and 3,616,906 shares with shared voting power. Includes 0 shares with sole dispositive and 6,195,184 shares with shared dispositive power by State Street Corp., an investment advisor. (10)Includes 2,366 shares issuable upon settlement of RSUs that will vest within 60 days of Mar. 25, 2025. Also includes 2,604 shares pursuant to RSUs as to which settlement has been deferred until a later date. Related-party transactions

  55. BOARD RECOMMENDATION

    BOARD RECOMMENDATION The Board considers equity compensation to be an important part of our pay-for-performance philosophy and a critical tool for attracting, motivating and retaining employees, directors and consultants in the markets in which we compete for talent. Additionally, the Board believes that equity ownership creates an important link between the interests of long-term stockholders and Equinix personnel by rewarding the creation of long-term stockholder value. Based on the amount of awards granted in the past, the shares remaining available for awards under the Plan will likely be insufficient to satisfy our equity compensation needs beyond a portion of calendar year 2026. Accordingly, the Board has approved the Amended Plan to increase the shares available for new awards so that we can continue to grant equity awards to our eligible employees, directors and consultants. The Amended Plan is intended to promote the long-term success and enhance the value of Equinix. If our stockholders do not approve the Amended Plan, we may not be able to continue to grant equity awards at competitive levels, which we believe will negatively affect our ability to recruit and retain highly qualified employees, directors and consultants. This could place us at a competitive disadvantage and hamper our growth. In developing our equity compensation programs, the Committee and the Board evaluate our corporate and equity plan governance practices and carefully consider the potential dilutive impact on stockholders. Accordingly, the Amended Plan seeks to continue to implement equity plan governance intended to address stockholder interests, while also enabling us to continue offering our equity compensation program, which we consider necessary for our success in the market. Therefore, the Board believes that it is in the best interests of Equinix and our stockholders to approve the Amended Plan and recommends approval of the Amended Plan by our stockholders.

  56. STATUS OF THE PLAN AND REQUEST FOR SHARES UNDER THE AMENDED PLAN

    STATUS OF THE PLAN AND REQUEST FOR SHARES UNDER THE AMENDED PLAN The Plan is currently the only active incentive plan under which we may grant equity awards to our directors, executive officers, employees and consultants, and as of Mar. 25, 2025, 1,251,695 shares were available for future awards under the Plan (assuming all shares were issued under outstanding awards). If the stockholders approve the Amended Plan, then we would have an additional 3,300,000 shares available for future awards, for a total amount of approximately 4,551,695 shares available for grants under the Amended Plan (as adjusted by shares subject to awards granted under the Plan or returned to the Plan between Mar. 25, 2025 and the date of the 2025 Annual Meeting). As of Mar. 25, 2025, there were 1,684,113 RSUs outstanding under the Plan and no other award types outstanding.

  57. STATUS OF THE PLAN AND REQUEST FOR SHARES UNDER THE AMENDED PLAN

    In arriving at 3,300,000 as the number of additional shares to allocate to the Amended Plan, the Board and Committee analyzed various metrics, including the "net burn rate" at which we have granted equity awards in the past, our prospective equity compensation requirements and the potential dilutive impact of the proposed share reserve under the Amended Plan. We have calculated that the average “net burn rate” for awards that we granted in the last three fiscal years to be approximately 0.75%. For this purpose, “net burn rate” is (i) the number of awards granted (restricted stock units) minus the number of awards cancelled, divided by (ii) the weighted average number of shares of common stock outstanding. The potential dilution to current stockholders that could result from the future issuance of shares reserved under the Amended Plan would be approximately 6.37%. Here, dilution is calculated as a percentage, where the numerator is the sum of the 3,300,000 additional shares requested under the Amended Plan, the 1,251,695 shares remaining available for granting of equity awards under the Plan as of Mar. 25, 2025, and 1,684,113 shares subject to outstanding awards under the Plan as of Mar. 25, 2025, and the denominator is the number of our shares of common stock outstanding. After considering the foregoing, we forecasted that our total share reserve resulting from this proposal would be appropriate to satisfy expected equity compensation needs for approximately four years, based on our current compensation design and historical grant patterns. However, the amount of shares granted in the past is not necessarily indicative of the amount that may be granted in the future. The amount of future grants is not currently known and will depend on various factors that cannot be predicted, including but not limited to the market price of Equinix’s common stock on the future dates of grant, the volatility of the stock, the growth of our employee population, and prevailing market conditions.

  58. KEY GOVERNANCE TERMS AND PRACTICES UNDER THE AMENDED PLAN

    KEY GOVERNANCE TERMS AND PRACTICES UNDER THE AMENDED PLAN The Amended Plan allows us to grant cash and equity-based incentive awards to employees, consultants and directors of Equinix and any of its parents and subsidiaries as incentives and rewards for superior performance. Some of the key features of the Amended Plan that reflect our commitment to effective management of incentive compensation are as follows: •No Liberal Share Recycling. Shares will not be added back to the available pool of shares authorized under the Amended Plan when shares are (i) tendered or withheld in payment of the exercise price of a stock option or other award, (ii) withheld for taxes, (iii) purchased with the proceeds of an option exercise or (iv) subject to a stock appreciation right (“SAR”) but not issued upon settlement thereof. •Limitation on Payment of Dividends or Equivalents. The Amended Plan prohibits the payment of dividends or dividend equivalents in any form prior to the vesting of any award. •No “Single Trigger” Change in Control Provisions. Under the Amended Plan, the vesting of awards does not accelerate upon a change in control of Equinix unless the acquiring company does not assume the awards. •No Repricing or Replacement of Options or SARs. The Amended Plan prohibits, without stockholder approval, the amendment of options or SARs to reduce the exercise price or the replacement of options or SARs with awards with a lower exercise price, and the replacement of an option or SAR with cash or any other award when the price per share of the option or SAR, as applicable, exceeds the fair market value of the underlying shares. •No In-the-Money or Reload Options. The Amended Plan prohibits the grant of options or SARs with an exercise price less than the fair market value of a share of our common stock on the date of grant, except as provided for Substitute Awards (as defined below). Stock options with a reload feature will not be granted under the Amended Plan. •Non-Employee Director Compensation Limit. The Amended Plan limits the aggregate amount of compensation payable to an individual as compensation for services as a non-employee director in a calendar year, whether in cash or in equity.

  59. Non-Employee Director Compensation Limit

    Non-Employee Director Compensation Limit Notwithstanding any other provision in the Amended Plan or in any Equinix policy regarding non-employee director compensation, the maximum amount of total compensation payable to a non-employee director for services in a calendar year may not exceed $750,000, calculated as the sum of (i) the grant date fair value of all awards payable in shares and the maximum cash value of any other award granted under the Amended Plan, plus (ii) cash compensation in the form of Board and committee retainers and meeting or similar fees. However, the foregoing limit will be increased by $200,000 as the Board deems necessary to compensate a non-employee director for service on special-purpose committees or any other special

  60. Non-Employee Director Compensation Limit

    | EQUINIX 2025 PROXY STATEMENT | Compensation / 35 |

  61. Non-Employee Director Compensation Limit

    service, in the Board’s discretion (excluding those non-employee directors receiving such additional compensation).

  62. Awards

    Awards The Amended Plan provides for the grant of stock options, including ISOs, and nonqualified stock options (“NSOs”), SARs, restricted stock, restricted stock units (“RSUs”), other stock-based incentive awards, dividend equivalents and cash-based incentive awards. All awards under the Amended Plan will be set forth in award agreements, which will detail all terms and conditions of the awards, including any applicable vesting and payment terms, performance criteria, and post-termination exercise limitations. Awards other than cash-based incentive awards generally will be settled in shares of our common stock, but the Administrator may provide for cash settlement of any award. A brief description of each award type follows. Stock Options and SARs. Stock options provide for the purchase of shares of Equinix common stock in the future at an exercise price set on the grant date. ISOs, by contrast to NSOs, may provide tax deferral beyond exercise and favorable capital gains tax treatment to their holders if certain holding period and other requirements of the Internal Revenue Code of 1986, as amended (the “Code”) are satisfied. SARs entitle their holder, upon exercise, to receive from us an amount equal to the appreciation of the shares subject to the award between the grant date and the exercise date, payable in shares, cash or a combination of shares and cash. The exercise price of all stock options and SARs granted pursuant to the Amended Plan will not be less than 100% of the fair market value of Equinix common stock on the date of grant, with the exception of Substitute Awards. The exercise price of a stock option may be paid by the participant in any form permitted by the Administrator, as described below under “Payment for Awards.” Stock options and SARs may be exercised as determined by the Administrator, but in no event may have a term extending beyond the tenth anniversary of the date of grant. ISOs granted to any person who owns, as of the date of grant, stock possessing more than 10% of the total combined voting power of all classes of stock of Equinix or any of its parents or subsidiaries, however, shall have an exercise price that is not less than 110% of the fair market value of Equinix common stock on the date of grant and may not have a term extending beyond the fifth anniversary of the date of grant. To the extent that the aggregate fair market value of ISOs that are first exercisable by an eligible individual during any calendar year exceeds $100,000, the options will be treated as NSOs to the extent required by Section 422 of the Code. The period during which a participant may have a right to vest in and exercise an option or SAR will be set by the Administrator. The Administrator may accelerate the vesting of an option, provided that no option may vest following its expiration, termination, or forfeiture. Unless otherwise determined by the Administrator or set forth in an award agreement, an option or SAR that is unexercisable upon a participant's termination of service may not become exercisable thereafter, and such unexercisable portion will expire upon the participant’s termination of service. Unless we determine otherwise, in the event that on the last business day of the term of an option (other than an ISO) or a SAR, (i) the exercise of the option or SAR is prohibited by applicable law, or (ii) shares may not be purchased or sold by the applicable participant due to any insider trading policy of ours (including blackout periods), the term of the option or SAR shall be extended until the date that is 30 days after the end of the legal prohibition or black-out period; provided, in no event will the extension last beyond the 10-year (or shorter) term of the applicable option or SAR. Restricted Stock. Restricted stock is an award of nontransferable shares of Equinix common stock that remain forfeitable unless and until specified conditions are met, and which may be subject to a purchase price. Upon the issuance of restricted stock, a participant will have all of the rights of a stockholder, including the right to receive dividends and other distributions, subject to the Administrator’s discretion, and provided that any such dividends will be subject to vesting and will not be paid to the participant unless and until the restricted stock vests. The vesting period will be set by the Administrator. The Administrator may accelerate the vesting of restricted stock by removing any and all restrictions imposed on the award. Also, the Administrator may provide that vesting will not cease upon the occurrence of certain events, such as a change-in-control or termination of service. Except as otherwise determined by the Administrator, in the event a participant’s service is terminated during the applicable restriction period and such participant holds an award of restricted stock, then (i) if such participant paid no price for the restricted stock award, the unvested portion of such restricted stock award shall be forfeited and cancelled for no consideration on the participant's date of termination, or (ii) if such participant paid a price for the restricted stock award, then we will have the right to repurchase the unvested portion of such restricted stock award at a cash price per share equal to the price paid by the participant for such restricted stock award or such other amount as may be specified in the applicable award agreement.

  63. Awards

    RSUs. RSUs are contractual promises to deliver shares of Equinix common stock in the future, which may also remain forfeitable unless and until specified conditions are met. A participant will have no stockholder rights unless and until the RSUs vest and shares are delivered to the participant. Delivery of the shares underlying RSUs may be deferred under the terms of the award or at the election of the participant, if the Administrator permits such a deferral. The vesting period will be set by the Administrator. The Administrator may accelerate the vesting of restricted stock by removing any and all restrictions imposed on the award. Unless otherwise provided by the Administrator, RSUs will be settled and paid in the form of fully transferable shares, but may also be settled in cash or in a combination of shares and cash. Also, the Administrator may provide that vesting will not cease upon the occurrence of certain events, such as a change in control or termination of service. Other Incentive Awards. Other stock or cash-based awards are awards linked to or derived from shares of Equinix common stock or value metrics related to our shares, and may remain forfeitable unless and until specified conditions are met. Such awards will be paid in stock, cash, or a combination of stock and cash. These stock or cash-based awards may, but need not, be made in lieu of compensation to which a participant is otherwise entitled. Dividends and Dividend Equivalents. Dividend equivalents represent the right to receive the equivalent value of dividends paid on shares of Equinix common stock and may be granted alone or in tandem with awards other than stock options or SARs. Dividend equivalents are credited as of dividend record dates during the period between the date an award is granted and the date such award vests, is exercised, is distributed, or expires, as determined by the Administrator. Dividend equivalents that are based on dividends paid prior to the vesting of an award will be paid out to the participant only to the extent that the award vests and in no event may any award provide for a participant's receipt of any other dividends prior to the vesting of such award.

  64. Vesting

    Vesting Vesting conditions determined by the Administrator may apply to each award and may include continued service, achievement of performance goals that may be based on the performance criteria set forth in the Amended Plan or such other criteria as determined by the Administrator, and/or other conditions.

  65. Payment for Awards

    Payment for Awards To the extent that a participant is required to pay for any award or the shares issuable pursuant to such award, such as upon the exercise of a stock option, such payment may be made in a manner permitted by the Administrator, which may include by cash, wire transfer or check; by shares (including shares issuable pursuant to the exercise of an award); by delivery of a written or electronic notice that the participant has placed a market sell order with a broker acceptable to Equinix with respect to shares then issuable upon exercise or vesting of an award, and that the broker has been directed to pay a sufficient portion of the net proceeds of the sale to Equinix; by any other form of legal consideration acceptable to the Administrator in its sole discretion; or any combination of such permitted forms of payment.

  66. Certain Corporate Events

    Certain Corporate Events The Administrator has broad discretion to take action under the Amended Plan, as well as to make adjustments to the number and kind of shares issuable under the Amended Plan and the terms, conditions and exercise price (if any) of existing and future awards, to prevent the dilution or enlargement of intended benefits and facilitate necessary or desirable changes in the event of certain transactions and events affecting our common stock, such as stock dividends, stock splits, mergers, acquisitions, consolidations and other corporate transactions. In addition, in the event of certain non-reciprocal transactions with our stockholders known as “equity restructurings,” the Administrator will make equitable adjustments to the Amended Plan and outstanding awards. In the event of a “change-in-control” of the company (as defined in the Amended Plan), to the extent that the surviving entity declines to assume or replace outstanding awards, then all such awards will become fully vested and exercisable in connection with the transaction, all forfeiture restrictions with respect to such awards will lapse, and all performance criteria with respect to such awards will be deemed achieved to the extent provided in the participant’s award agreement or any other written agreement entered into between Equinix and the participant. Upon or in anticipation of a change in control in which outstanding awards will not be replaced or assumed by the surviving entity, the Administrator may cause any outstanding awards to terminate at a specified time in the future and give the participant the right to exercise such awards during a period of time determined by the Administrator in its sole discretion.

  67. Plan Amendment and Termination

    Plan Amendment and Termination Our Board may amend, suspend, or terminate the Amended Plan at any time; however, except in connection with certain changes in our capital structure, stockholder approval will be required for any amendment that increases the number of shares available under the Amended Plan, “reprices” any stock option or SAR, or cancels any stock option or SAR in exchange for cash or another award when the option or SAR price per share exceeds the fair market value of the underlying shares. No amendment, suspension or termination of the Amended Plan may materially and adversely affect any rights or obligations under any award previously granted or awarded without the consent of the participant, unless the award agreement expressly provides otherwise or as otherwise set forth in the Amended Plan. Fair Market Value of Shares. The fair market value of the shares of common stock on any relevant date, as defined under the Amended Plan, is generally the closing sales price for a share as quoted on the Nasdaq Global Select Market, as reported in The Wall Street Journal or such other source as the Administrator deems reliable. If there is no closing sales price for a share on such date, then the fair market value of the shares of common stock for such date will be the closing sales price for a share on the last preceding date on which a closing sales price exists, as quoted on the Nasdaq Global Select Market. Notwithstanding the foregoing, for U.S. and non-U.S. federal, state, and local tax reporting and withholding purposes, fair market value may be determined by the Administrator in accordance with uniform and nondiscriminatory standards that the Administrator adopts consistent with applicable law. The fair market value of our shares as reported on the Nasdaq Global Select Market on March 25, 2025 was $841.22 per share.

  68. HISTORICAL GRANTS UNDER THE PLAN

    | Name and Position | RSU Shares | Performance- Based RSUs(1) | Total Shares | | Adaire Fox-Martin, Chief Executive Officer and President | 41,125 | 31,430 | 72,555 | | Charles Meyers, Executive Chairman | 51,833 | 62,220 | 114,053 | | Keith Taylor, Chief Financial Officer | 25,756 | 32,762 | 58,518 | | Raouf Abdel, EVP, Global Operations | 16,015 | 17,488 | 33,503 | | Mike Campbell, Chief Sales Officer | 21,562 | 17,744 | 39,306 | | Jon Lin, Chief Business Officer | 13,914 | 14,253 | 28,167 | | Brandi Galvin Morandi, Chief People Officer | 18,268 | 22,255 | 40,523 | | Merrie Williamson, Chief Customer & Revenue Officer | 4,866 | 5,399 | 10,265 |

  69. HISTORICAL GRANTS UNDER THE PLAN

    | Name and Position | RSU Shares | Performance- Based RSUs(1) | Total Shares | | Current Executive Officer Group | 126,006 | 125,869 | 251,875 | | Non-Employee Director Group | 12,623 | — | 12,623 | | All employees who are not executive officers, as a group | 3,637,526 | 132,298 | 3,769,824 |

  70. HISTORICAL GRANTS UNDER THE PLAN

    (1)Where performance-based restricted stock units were granted, the table reflects the target number of restricted stock units that could have become eligible for vesting.

  71. RECOMMENDATION OF THE BOARD OF DIRECTORS

    | | 2024 Grants of Plan-Based Awards | 70 | | | Outstanding Equity Awards at 2024 Fiscal Year-End | 72 | | | 2024 Option Exercises and Stock Vested | 75 | | | Potential Payments Upon Termination or Change-in-Control | 75 | | | III. Policies and other information | | | | Compensation Policies and Practices Risk Assessment | 80 | | | Talent, Culture and Compensation Committee Interlocks and Insider Participation | 82 | | | Equity Compensation Plan Information | 82 | | | Chief Executive Officer to Median Employee Pay Ratio | 82 | | | Pay versus Performance | 84 | | | Financial Performance Measures Tabular List | 86 | | | Description of Relationships Between Measures in Pay Versus Performance Table | 87 |

  72. 2024 LEADERSHIP TRANSITION AND COMPENSATION

    | Adaire Fox-Martin | Chief Executive Officer New Hire Compensation Package(1) | | | | | Effective as of June 3, 2024 | | Base Salary | $1,000,000 | | | Target Bonus | 150% of base salary | | | Target Long-Term Incentive Award | $18,000,000 | | | Make-whole Sign-on Long-Term Incentive Award | $17,000,000, consisting of 100% RSUs, which vest semi-annually over 2 years. This award was intended to make-whole Ms. Fox-Martin for equity awards Ms. Fox-Martin forfeited upon separating from her prior employer | |

  73. 2024 LEADERSHIP TRANSITION AND COMPENSATION

    (1)A cash sign-on bonus of $412,000 was also included in Ms. Fox-Martin’s compensation package to make her whole for her annual bonus with her former employer to the extent that it was forfeited in connection with her transition of employment. Ms. Fox-Martin received her annual bonus from her former employer, and as a result this cash sign-on bonus was not paid to Ms. Fox-Martin by Equinix.

  74. 2024 COMPENSATION AT A GLANCE

    | 2024 Target Annual Total Direct Compensation(1)(2) | | | | | | | | | (1)Represents annual base salaries (as of year-end, reflecting changes to roles and responsibilities during the year for Mr. Meyers, Mr. Abdel and Mr. Lin), target annual incentive awards, and target annual long-term incentive opportunities for the 2024 performance period. Approved stock awards are converted into shares 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, and therefore differ from the amounts reported in the summary compensation and related tables. (2)Excludes target annual direct compensation of $7.0 million and $8.2 million, respectively, for former executives Mr. Campbell and Ms. Williamson, who were no longer serving as executive officers at year end. (3)Amounts do not include sign-on bonus of $412,000, since it was ultimately not received by Ms. Fox-Martin. Amounts also do not include the make-whole sign-on RSU award of $17 million received upon hire. (4)Reflects Mr. Meyers’s long-term incentive equity award as adjusted for pro-ration upon his transition to Executive Chairman. (5)Includes the Dec. 2024 promotion awards of $2.0 million for Mr. Abdel and $1.5 million for Mr. Lin. | | | Target Compensation Mix(1)(2)(3) | | | | | Chief Executive Officer | Average - Named Executive Officers | | | | | | | (1)Chief Executive Officer chart reflects Ms. Fox-Martin’s 2024 target annual total direct compensation on the same basis as presented immediately above and does not include Mr. Meyers. Average - Named Executive Officers chart presents target annual total direct compensation on the same basis as shown above and excludes Mr. Campbell, Mr. Meyers and Ms. Williamson. (2)Percentages may not add up to 100% due to rounding. (3)Annual incentives were paid in immediately vested RSUs in 2025. | |

  75. 2024 Compensation Program Enhancements

    | 2023 | 2024 Compensation Program Enhancements Informed By Stockholder Feedback | 2024 | | 40% time-based / 60% performance-based | Increased the Ratio of Performance-Based Equity Incentives | 33% time-based / 67% performance-based | | IWB Russell 1000 Index Fund | Adjusted Comparator Group for rTSR-Based PSUs to More Aligned but Still Appropriately Broad Index | S&P 500 Total Return Index | | No payout cap for rTSR metric | Added a Payout Cap to rTSR-based PSUs to Foster a Closer Alignment with Stockholder Experience | Payout for rTSR PSUs cannot exceed target if absolute TSR is negative | | Digital services revenue included in both annual and long-term incentive programs | Refined Performance Metrics used in Annual and Long-Term Incentive Plans | Removed digital services revenue metric from the long-term incentive program |

  76. 2024 Compensation Program Highlights

    2024 Compensation Program Highlights •No increase to base salaries or annual incentives for continuing named executive officers. Based on the competitive market, outside of increases in connection with promotions or role expansions, we did not increase base salary or annual incentive award opportunities for 2024. •Annual incentive paid out at 94% of target. As illustrated below, these annual incentives were performance-based and consistent with the prior year, dependent upon annual revenue and AFFO per share (“AFFO/Share”) growth, and included a +/- 10% strategic modifier based on achievement of key environmental and social objectives across the areas

  77. 2024 Compensation Program Highlights

    | | Annual Incentive Program | | | | | Long-Term Incentive Program(2) | | | | | Primary Metrics | | Revenue | AFFO/Share | | Strategic Modifier | | Revenue | AFFO/Share | rTSR | | | | 50% | 50% | r | ±10% | | 35% | 35% | 30% | | 2024 Payout | | 87% | 107% | | 97.4% | | 87% | 104% | 2024-2026 performance period in progress | | | | | | | | | | | | | | | | 94% | | | | 95% | | | | Overall Structure | | A minimum of threshold performance must be achieved for both metrics for any payout to be earned | | | | | Each metric achieves funding independently | | | | Above-Target Performance Potential | | Maximum payout is capped at 132% of target. Revenue achievement capped at target to ensure teamwide focus on near-term profitability | | | | | Maximum payout is capped at 200% of target, both for each individual metric and overall, consistent with our focus on long-term value creation | | | | Participation | | All employees(1) | | | | | Executives only | | |

  78. 2024 Compensation Program Highlights

    See “Annual Incentive Compensation” and “Long-Term Equity Compensation” below for additional information. •Equity award performance weighting increased to 67%. For 2024, we continued to grant a mix of service-vesting restricted stock units (“RSUs”) and performance-vesting RSUs (“PSUs”), with 67% of the target value made up of PSUs—an increase from the 60% weighting used in 2023. The metrics for the PSUs consisted of a combination of financial goals (annual revenue and AFFO/Share) and relative total stockholder return (“TSR”) against the S&P 500 Total Return Index. •Revenue and AFFO/Share continued to be key metrics of focus in our 2024 program. Since converting to a REIT in 2015, we have found technology-oriented investors tend to emphasize the importance of revenue as a key indicator of financial performance, whereas REIT-oriented investors tend to focus on AFFO/Share. Accordingly, we believe these two metrics are critical to measure both short- and long-term success given the hybrid REIT-technology nature of our business and their significance to our sensible growth strategy. Our annual and long-term incentive programs include structural differences between each program to calibrate payout opportunities for each metric with its significance to short- or long-term success. Further, because we have broad employee participation in the short-term incentive program, the metrics under that program create a shared and consistent focus across the company, which we further emphasize for executives under the long-term program given their efforts most directly impact performance outcomes. For these reasons, the Talent, Culture and Compensation Committee continues to believe that both revenue and AFFO/Share metrics should be featured in both short- and long-term incentive programs, rather than emphasizing only one in each program or using alternative metrics. Informed by our discussions with stockholders, the Talent, Culture and Compensation Committee did adjust the long-term incentive metrics for 2024 awards as noted above to remove digital services revenue and retain it only as a component of the strategic modifier under the annual incentive program. In making this decision, the Talent, Culture and Compensation Committee considered that digital services growth was a strategic short-term focus for our team broadly going into 2024, but because it had become a large enough component of our overall business, its performance would adequately impact revenue results in the long-term incentive program. During 2024, we made the decision to cease selling one of our digital services products, Equinix Metal. As a result, certain adjustments were made to the digital services revenue achievement for purposes of calculating the strategic modifier, as described further below. For 2025, the strategic modifier will not include a digital services component and instead will include an objective related to our fabric attach growth rate, and certain other sustainability and human capital management related targets. •2022 rTSR PSUs achieved an 84.8% payout, based on Equinix’s performance against the TSR of the Russell 1000 for the three-year period ending Dec. 31, 2024. The 2024 rTSR PSUs were granted using the S&P 500 Total Return Index as the comparator index and with a payout cap, as described elsewhere in this proxy statement.

  79. How We Determine Compensation

    | 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 them | | | 8Internal parity between executives based on their contributions | | | 8With respect to equity, the retention value of unvested shares held by an executive | |

  80. Principal Elements of Executive Compensation

    | | 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 periods Financial 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 and consistent with stockholder experience | rTSR PSUs Vesting to Extent Earned | | | | 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. | | | | | | | |

  81. Annual Incentive Compensation

    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 (“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 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.

  82. Annual Incentive Compensation

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  83. Annual Incentive Compensation

    The annual incentive structure is as follows:

  84. 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 2024 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 2024 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 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 our environmental and social aspirations and digital services revenue growth strategies. | | | | Environmental Objectives | | | | | | Digital Services Revenue | | | |

  85. Calculation Methodology

    | * 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. |

  86. Calculation Methodology

    | Name | 2024 Bonus Opportunity (% Base Salary) | 2023 Bonus Opportunity (% Base Salary) | 2024 Target Bonus Award ($) | | Adaire Fox-Martin(1) | 150 | N/A | 1,500,000 | | Charles Meyers(1) | 75 | 150 | 836,475 | | Keith Taylor | 110 | 110 | 748,000 | | Raouf Abdel(2) | 90 | 90 | 457,156 | | Mike Campbell | 90 | 90 | 474,300 | | Jon Lin(2) | 90 | 90 | 424,082 | | Brandi Galvin Morandi | 100 | 100 | 620,000 | | Merrie Williamson(2) | 100 | N/A | 462,295 |

  87. Calculation Methodology

    (1)Ms. Fox-Martin assumed the role of CEO effective June 3, 2024, at which time Mr. Meyers transitioned to the role of Executive Chairman; at that time, his target bonus opportunity for the remainder of 2024 was adjusted accordingly in connection with this leadership transition. The dollar amount shown above reflects pro-rated target award based on Mr. Meyers’ actual salary and target bonus in effect during the year. (2)For Messrs. Abdel and Lin, reflects their pro-rated target awards based on actual salaries in effect during the year. For Ms. Williamson, reflects a pro-rated target bonus award based on her start date in Mar. 2024.

  88. Performance Against Annual Incentive Plan Targets

    Performance Against Annual Incentive Plan Targets The following chart sets forth our results for 2024 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, AFFO/share and digital services revenue—meaningfully above prior-year targets and actual performance achieved. These results and associated payouts reflect formulaic outcomes based solely on corporate performance, without regard to individual performance. The Talent, Culture and Compensation Committee retains discretion to adjust payouts based on its assessment of additional factors, including qualitative factors, if any, that the Talent, Culture and Compensation Committee deems relevant to the assessment of individual or corporate performance. For example, in 2024, we decided Equinix Metal would no longer be made commercially available as a digital services product and to wind down operations supporting the product. Because of this, the Talent, Culture, and Compensation Committee exercised its discretion to adjust the 2024 strategic modifier achievement results by using the full-year digital services revenue forecast as of July 2024, rather than the actual reported revenue for 2024.

  89. Performance Against Annual Incentive Plan Targets

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  90. Performance Against Annual Incentive Plan Targets

    The AIP Metrics and Strategic Modifier targets and results for 2024 were as follows:

  91. Performance Against Annual Incentive Plan Targets

    | Metric | Threshold | Target | Maximum(1) | Reported Result(1)(2) | Adjusted Results(3) | % of Target Achieved | Payout | | Revenue | $8,275.5M | $8,710.9M | n/a | $8,748M | $8,653M | 99% | 87% | | | | | | | | | | | AFFO/Share | $32.97/Share | $34.70/Share | $35.74/Share | $35.11/Share(4) | $34.89/Share | 101% | 107% | | | | | | | | | | | | | | | | Combined Result | | 97% | | X | | | | | | | |

  92. Performance Against Annual Incentive Plan Targets

    | | Social Aspirations (% Achieved) | Environmental Aspirations (% Achieved) | Digital Services Revenue (% Achieved) | Payout | | Strategic Modifier (± 10%) | 96% | 102% | 96%(5) | 97.4% | | | | | Final Payout | 94% |

  93. Performance Against Annual Incentive Plan Targets

    (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. (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 2024 adjustments to revenue and AFFO/Share included fluctuations in foreign currencies between budget estimates and actual rates, capital market activity, lease conversion impacts, certain one-time legal costs, certain xScale and data center fit-out benefits, other normalizing items, and one-time-adjustments not contemplated by Equinix at the time the performance goals were established. (4)Our AFFO/Share reported result of $35.11 excludes $0.09 of integration costs, which were also excluded from the targets. The as-reported results were $35.02. (5)The Digital Services Revenue (% Achieved) was calculated using the full-year digital services revenue forecast as of July 2024. This was due to our decision to no longer make Equinix Metal commercially available.

  94. Performance Against Annual Incentive Plan Targets

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  95. Performance Against Annual Incentive Plan Targets

    | Spotlight on Environmental 2024 Strategic Modifier Results | | | | | | | | Category | Metric Description | Beginning of Year Baseline | Improvement Target | Year End Achievement | | Environmental | Energy Efficiency | Power usage effectiveness improvement of 4.5% year-over-year reduction | 1.42 | 1.40 | 1.39 | | | Renewable Energy Coverage | Maintain or exceed 96% renewable energy coverage | 96% | 96%+ | 96.2% | | | Supplier-Set Science-Based Targets | Engage 45% of suppliers by qualified emissions to set science-based targets by 2024 year end | 31% | 45% | 48% | | | Water Usage | Achieve 95% coverage by installed withdrawal and discharge water meters at sites with evaporative cooling | 69% | 95% | 96% |

  96. Performance Against Annual Incentive Plan Targets

    We attained 96% achievement of our social aspirations during 2024. Digital services revenue goals for 2024 were $647 million at threshold, $719 million at target and $791 million at maximum; actual achievement for the year was $691 million. As discussed above, the Talent, Culture and Compensation Committee approved use of the full-year digital services revenue forecast as of July 2024, rather than the reported revenue for 2024, in calculating achievement. The full- year forecast as of July 2024 was $694 million. Based on these collective results, the annual incentive plan paid out at 94%, 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.

  97. Performance Against Annual Incentive Plan Targets

    | Name | 2024 Annual Incentive Paid(1) ($) | | Number of RSUs Awarded(2) (#) | | Adaire Fox-Martin(1) | | 1,410,000 | 1,649 | | Charles Meyers(1) | | 786,287 | 919 | | Keith Taylor | | 703,120 | 822 | | Raouf Abdel(1) | | 429,726 | 502 | | Mike Campbell | | 445,842 | 521 | | Jon Lin(1) | | 398,637 | 466 | | Brandi Galvin Morandi | | 582,800 | 681 | | Merrie Williamson(3) | | 434,557 | 480 |

  98. Performance Against Annual Incentive Plan Targets

    (1)Calculated based on the base salary in effect at year-end, except for Mr. Meyers, whose annual incentive was calculated based on the portion of the year he served as CEO and Executive Chairman. For Mr. Abdel and Mr. Lin, salaries have been prorated to account for promotions and changes in salary as of Sept. 26, 2024. Pursuant to Ms. Fox-Martin’s offer of employment, her bonus was not pro-rated for 2024. (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 $854.99, which was the closing price of Equinix’s common stock on Mar. 12, 2025, the date the RSUs were granted. Cash was paid in lieu of any fractional shares. (3)Ms. Williamson ceased serving in her role as Chief Customer and Revenue Officer following entry into her separation agreement in Nov. 2024, but remained with the company as a non-executive employee through Mar. 1, 2025. She is included in this CD&A as required by Regulation S-K, Item 402 (a)(3)(iv). Pursuant to the terms of her Separation Agreement, she received her annual incentive award as determined per the 2024 annual incentive plan outlined above. 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 $904.62, which was the closing price of Equinix’s common stock on Feb. 28, 2025, the date the RSUs were granted. Cash was paid in lieu of any fractional shares.

  99. Performance Against Annual Incentive Plan Targets

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  100. Long-Term Equity Compensation

    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.

  101. 2024 Long-Term Incentive Design

    2024 Long-Term Incentive Design As outlined above, in alignment with stockholder feedback received, for 2024 the Talent, Culture and Compensation Committee increased the weighting of the financial and rTSR PSU components of our long- term incentive awards from 60% to 67% of the total award mix. The Talent, Culture and Compensation Committee also updated the performance metrics under our long-term incentive framework to (1) remove digital services revenue as a PSU performance metric, and proportionally increase the weighting of the revenue and AFFO/Share components, and (2) transition the comparator group for purposes of assessing performance under the rTSR PSU component from the Russell 1000 to the S&P 500 Total Return Index (SPTR). In making these changes, the Talent, Culture and Compensation Committee considered that (1) digital services growth has become a large enough component of our overall business that its performance will adequately impact overall revenue results, and (2) that the S&P 500 Total Return Index provides a more aligned but still appropriately broad, diversified benchmark against which to compare our performance. The components and weightings of our 2024 long-term incentive awards are set forth below.

  102. 2024 Long-Term Incentive Design

    | 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. |

  103. 2024 Long-Term Incentive Design

    *Payouts for results between performance levels are interpolated on a straight-line basis.

  104. 2024 Long-Term Incentive Design

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  105. 2024 Long-Term Incentive Design

    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 “2024 Grants of Plan-Based Awards” elsewhere in this proxy statement for the grant date fair values related to each award component. The amounts reported for Ms. Fox-Martin and Ms. Williamson were determined by the Talent, Culture and Compensation Committee following arms-length negotiations in connection with their respective hires during 2024, and follow the same vesting schedule as the annual awards granted to named executive officers during 2024.

  106. 2024 Long-Term Incentive Design

    | Names | Target Award Value ($)(1) | Financial Incentive Award (#) | rTSR Incentive Award (#) | Service-Based Award (#) | | Adaire Fox-Martin(2) | 18,000,000 | 11,237 | 4,782 | 7,890 | | Charles Meyers(3) | 8,415,000 | 4,593 | 1,954 | 3,225 | | Keith Taylor | 8,572,000 | 4,678 | 1,991 | 3,285 | | Raouf Abdel | 4,000,000 | 2,183 | 929 | 1,533 | | Mike Campbell | 6,000,000 | 3,275 | 1,393 | 2,299 | | Jon Lin | 4,000,000 | 2,183 | 929 | 1,533 | | Brandi Galvin Morandi | 6,000,000 | 3,275 | 1,393 | 2,299 | | Merrie Williamson(4) | 7,000,000 | 3,787 | 1,612 | 2,659 |

  107. 2024 Long-Term Incentive Design

    (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)Ms. Fox-Martin’s award value was determined by the Talent, Culture and Compensation Committee following arms-length negotiation in connection with her hiring during 2024, and her awards follow the same vesting schedule as the annual awards granted to other named executive officers during 2024. The amount reported here excludes the one-time, make-whole sign-on RSUs Ms. Fox-Martin received upon hire described in “2024 Leadership Transition and Compensation” above. (3)In determining Mr. Meyers’ target award value for 2024, the Talent, Culture and Compensation Committee considered his service as CEO into June 2024, as well as the criticality of his contributions in ensuring a smooth CEO succession process and his expected contributions as Executive Chairman post-June 2024. In his ongoing role as Executive Chairman, the Talent, Culture and Compensation Committee expects his future annual awards will be comparable to those of our prior Executive Chairman, Mr. Van Camp. (4)Ms. Williamson’s award value was determined by the Talent, Culture and Compensation Committee following arms-length negotiation in connection with her hiring during 2024. The amount reported here excludes the $1,500,000 service-based RSUs Ms. Williamson received upon hire on Mar. 25, 2024. In connection with the termination of Ms. Williamson’s employment effective Mar. 1, 2025, she entered into a Separation Agreement that addresses the vesting and/or forfeiture of these awards. See “NEO Transition-Related Compensation” for further information.

  108. 2024 Financial Incentive Awards

    2024 Financial Incentive Awards The amount that could be earned under these awards could range from 0% to 200% of target. Like the awards in 2023, the 2024 awards used a one-year performance period, with any earned awards subject to an 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. 2025; 25% of the earned PSUs will vest on Feb. 15, 2026; and the remaining 25% of the earned PSUs will vest on Feb. 15, 2027, 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 that 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.

  109. 2024 Financial Incentive Awards

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  110. Long-Term Incentive Performance Against Targets

    Long-Term Incentive Performance Against Targets

  111. Long-Term Incentive Performance Against Targets

    | Metric | | Threshold | Target | Maximum | Weight | Adjusted Results(2) | % of Target Achieved | Payout | | Financial Incentive Award(1)(2)(3) | Revenue | $8,275.4M | $8,710.9M | $9,146.4M | | $8,653M | 99% | 87% | | | | | | | | | | | | | AFFO/Share | $32.97/Share | $34.70/Share | $38.17/Share | | $34.89/Share | 101% | 104% | | | | | | | | | | | | | | | | | | Combined Result | | 95% |

  112. Long-Term Incentive Performance Against Targets

    (1)For a full reconciliation of GAAP to non-GAAP financial measures, please refer to Appendix A. (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 2024 adjustments to revenue and AFFO/Share included fluctuations in foreign currencies between budget estimates and actual rates, capital market activity, lease conversion impacts, certain one-time legal costs, certain xScale and data center fit-out benefits, other normalizing items and one-time-adjustments not contemplated by Equinix at the time the performance goals were established. (3)Our AFFO/Share reported result of $35.11 excludes $0.09 of integration costs, which were also excluded from the targets. The as-reported results were $35.02. 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 2024 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.

  113. 2024 TSR Awards

    2024 TSR Awards The number of shares to be earned under the TSR Performance-Based Awards granted in 2024 will be determined based on the TSR of EQIX as measured against the TSR of the SPTR over a three-year performance period, calculated using the 30-day trading averages for both EQIX and the SPTR Index prior to the start (Jan. 1, 2024) and the end (Dec. 31, 2026) of the performance period. The number of PSUs 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 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 S&P 500 Total Return 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. However, the payout for the TSR Performance-Based Awards granted in 2024 cannot exceed target if EQIX’s absolute TSR is negative over the performance period. Vesting will occur in early 2027 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.

  114. 2022 TSR Awards Achievement

    | Metric | Threshold | Target | Maximum | Weight | Results | Payout | | rTSR Performance-Based Award | -50% | Index | +50% | | 7.58% less than R1000 Index 3-year TSR performance | A payout of 84.83% of the target number of shares. | | | | | | | | |

  115. NEO Transition-Related Compensation

    NEO Transition-Related Compensation As noted above, as Chief Executive Officer, Ms. Fox-Martin has sought to align our talent with Equinix’s go-forward strategic priorities. In connection with these talent alignment efforts, Mr. Abdel’s and Mr. Lin’s roles and responsibilities were expanded during 2024. Mr. Abdel, as EVP, Global Operations, took on an expanded remit focused on accelerating, innovating and operating our facilities to meet market demand and grow our company’s relevance. Mr. Lin was appointed Chief Business Officer in Sept. 2024 to ensure focus on developing an integrated portfolio of products that elevates our customers’ experiences, delivers exceptional value, drives growth, manages the integrated global profits and losses and positions us as a market leader across all global markets. Accordingly and as noted above, Mr. Abdel’s and Mr. Lin’s salaries were increased in Sept. 2024 to reflect their expanded responsibilities, and in Dec. 2024, each received a promotion award of RSUs with a target value of $2,000,000 for Mr. Abdel and $1,500,000 for Mr. Lin. These promotion service-based RSUs vest as to 16.67% of the RSUs granted on the first trading day that coincides with or follows June 1, 2025, with an additional 16.67% vesting each Dec. 1st and June 1st thereafter until fully vested. In a separate NEO transition, Ms. Williamson ceased serving in her role as Chief Customer and Revenue Officer following entry into her separation agreement in Nov. 2024, but remained with the company as a non-executive employee through Mar. 1, 2025. The Separation Agreement and General Release of Claims entered into between Equinix and Ms. Williamson provided for the following payments and benefits, as she was entitled to under her offer of employment: •A notice period of four months, during which time she remained an employee of Equinix, entitled to her base salary, annual bonus, vesting of her equity awards and other employee benefits, entitling her to her annual incentive award for 2024 performance, determined in the ordinary course based on actual company performance as described above, the vesting of one-third (i.e., 886) of the time-based RSUs granted to Ms. Williamson in Mar. 2024 (the remaining two-thirds were forfeited), and vesting at actual performance of one-half (i.e., 1,799) of the financial incentive PSUs granted to Ms. Williamson in Mar. 2024 (the remainder were forfeited). •Vesting in full of the sign-on award of 1,727 time-based RSUs granted to Ms. Williamson in Mar. 2024 upon her termination. •Payment of Cobra benefits for 12 months following Ms. Williamson’s termination date. •For the avoidance of doubt, the rTSR PSUs granted to Ms. Williamson in Mar. 2024 were forfeited in full in connection with her termination.

  116. Governance Policies and 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 her 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 Talent, Culture and Compensation Committee is comprised solely of independent members of our Board. | | | Independent consultant | An independent compensation consultant, Compensia, is retained directly by the Talent, Culture and Compensation Committee and performs no other work for Equinix. | | | Tally sheets | The Talent, Culture and Compensation Committee reviews tally sheets when making executive compensation decisions. | | | Compensation risk assessment | In 2025, we conducted a risk assessment of our compensation programs and presented the results to the Talent, Culture and Compensation Committee. The Talent, Culture and 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. |

  117. Governance Policies and Practices

    | 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 Talent, Culture and Compensation Committee on a case-by-case basis. |

  118. Our Compensation Peer Group

    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 Talent, Culture and Compensation Committee does not believe that a peer group composed predominantly of REITs would appropriately reflect the company’s scale or talent pool.

  119. Our Compensation Peer Group

    | Criteria considered*: 8Revenues of approximately 0.5x to 2x Equinix’s trailing four quarters of revenue 8Market capitalization of approximately 0.33x to 3x Equinix’s then-current 30-day trading day average 8Whether we compete with the company for executive talent 8With respect to REITs, the similarity of scale and data center focus |

  120. Our Compensation Peer Group

    *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.

  121. Our Compensation Peer Group

    | EQUINIX 2025 PROXY STATEMENT | Compensation / 62 |

  122. Our Compensation Peer Group

    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, the Talent, Culture and Compensation Committee determined to remove three technology companies due to M&A activity, and accordingly add four new prominent, high-growth technology companies to maintain a comparably sized peer group for purposes of the Talent, Culture and Compensation Committee’s 2024 compensation review and decisions. This peer group consisted of the following 21 companies.

  123. Our Compensation Peer Group

    | TECHNOLOGY | | REITS | | Adobe | | | | Akamai Technologies | | | | Arista Networks† | | | | Autodesk | | | | Cadence Design Systems† | | | | eBay | | American Tower | | Electronic Arts | | Crown Castle Intl | | Fortinet† | | Digital Realty Trust | | Intuit | | Prologis | | Palo Alto Networks | | | | PayPal Holdings† | | | | Salesforce | | | | ServiceNow | | | | Splunk | | | | Synopsys | | | | VMware | | | | Workday | | | | † Denotes newly added peers Activision Blizzard, Cerner and Citrix Systems were removed as peers for 2024 as a result of recent M&A activity. | | |

  124. Our Compensation Peer Group

    While the Talent, Culture and 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 Talent, Culture and 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 2024 compensation decisions. In 2023, 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 2024 compensation decisions.

  125. Our Compensation Peer Group

    | EQUINIX 2025 PROXY STATEMENT | Compensation / 63 |

  126. The Compensation Consultant

    The Compensation Consultant The Talent, Culture and 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 Talent, Culture and Compensation Committee, and the Talent, Culture and Compensation Committee has the sole power to terminate or replace the consultant at any time. In connection with the 2024 compensation decisions, Compensia provided the Talent, Culture and 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 Talent, Culture and Compensation Committee’s review and discussion. This process includes the use of “tally sheets” outlining the total dollar compensation paid to each named executive officer in 2019-2023, including base salary, annual incentive compensation, long-term equity compensation and other compensation. In connection with the 2024 compensation decisions, Compensia provided the Talent, Culture and Compensation Committee with a review of incentive practices, including current practices, market practices and potential alternatives; assessed our executives’ compensation relative to peer and broader market practices; reviewed proposed compensation arrangements for new executives; and reviewed our proposed changes to pay levels and performance metrics. Compensia continues to advise the Talent, Culture and Compensation Committee on an ongoing basis, and a representative from the firm attends most Talent, Culture and Compensation Committee meetings. Compensia also provides routine updates to the Talent, Culture and Compensation Committee regarding legal and regulatory trends. In 2024, Compensia also provided the Talent, Culture and Compensation Committee with compensation governance support as requested, including review of compensation-related disclosures. The Talent, Culture and Compensation Committee has assessed the independence of Compensia pursuant to SEC rules and concluded that Compensia’s work for the Talent, Culture and Compensation Committee does not raise a conflict of interest and that Compensia is independent under such standards.

  127. Severance, Change-In-Control and Other Post-Employment Programs

    Severance, Change-In-Control and Other Post-Employment Programs As described in detail under “Potential Payments Upon Termination or Change-In-Control” in this proxy statement, we offer our named executive officers a cash severance payment equal to 200% of the officer’s annual base salary plus target bonus, and accelerated vesting of equity awards, in the event of a qualifying termination after a change-in-control (i.e., a “double-trigger” severance benefit). Additionally, certain executive officers are entitled to 100% of the officer’s annual base salary plus target bonus in the event of a qualifying termination absent a change-in-control. From time to time, we have offered additional severance benefits in connection with offers of employment. We operate in a highly competitive market and industry and in geographic regions that are exceptionally competitive for executive talent. We believe these benefits are important to attract and retain top talent, and to be appropriately consistent with market practices. Further, in the event of a change-in-control of Equinix, we believe these provisions protect stockholders’ interests by encouraging our executive officers to continue to devote their attention to their duties and to facilitate an acquisition with minimized distraction, and by neutralizing any bias the executive officers might have in evaluating acquisition proposals. In addition, we believe that the events triggering payment, both a change-in-control and an involuntary or constructive termination of employment, and then only when there is no misconduct by the executive officer, are reasonable hurdles for the ensuing rewards.

  128. Benefits and Perquisites

    Benefits and Perquisites Retirement, life, health and other welfare benefits at Equinix are the same for all eligible employees, including the named executive officers, and are designed to be aligned to our competitive market. Equinix shares the cost of health and welfare benefits with all of our eligible employees and offers an employer matching contribution to participant contributions to our 401(k) plan, for which all U.S. employees, including the named executive officers, are eligible. In 2024, the maximum match was $10,350. In addition, the Talent Culture and Compensation Committee has approved an executive physical program to proactively manage health risks for our executive officers. RSU awards granted to all Equinix employees, including our named executive officers, shall vest as to the next unvested tranche of the award in the event of the death of the individual as a benefit to his or her estate; provided, however, in the case of PSUs, that the RSUs have been earned based on actual performance results. We believe this to be an appropriate market benefit to offer to our employees and their families. In 2024, our named executive officers had family accompany them to certain company events. Certain of our named executive officers are also offered Global Services membership with United Airlines at no additional cost to Equinix. In addition, certain of our named executive officers used our executive physical program. In 2024, Ms. Fox- Martin received legal fee reimbursements totaling $68,350 related to her hiring negotiations. Ms. Williamson also received legal fee reimbursements related to her hiring negotiations. Ms. Fox-Martin received $306,738 in perquisites and tax-gross ups in connection with her relocation to the United States from Ireland after her appointment as Chief Executive Officer and President. This included: (a) $36,395 in tax advice and $31,530 in tax gross-ups for this perquisite; (b) $46,735 in relocation costs and $40,487 in tax gross-ups related to this perquisite; (c) $65,533 in temporary housing and $56,773 in tax gross-ups related to this perquisite; (d) transportation expenses after her relocation to the United States and tax gross-ups related to this perquisite; and (e) immigration costs. None of our named executive officers received tax gross-ups or other amounts during 2024 for the payment of taxes in connection with any compensation payments. However, Ms. Fox-Martin received tax gross-ups related to relocation expenses to support her move from Ireland to California as discussed above, and named executive officers received tax gross-ups for the taxable amount of the expenses related to spouse attendance at company events in 2024 if applicable. For a complete summary of perquisites received by the named executive officers in 2024, see the 2024 Summary Compensation Table elsewhere in this proxy statement.

  129. Equity Grant Practices

    Equity Grant Practices We do not currently grant new awards of stock options, stock appreciation rights or similar option-like instruments. Accordingly, we have no specific policy or practice on the timing of granting of such awards in relation to our disclosure of material nonpublic information. In the event we determine to grant new awards of options or similar awards, the Board and the Talent, Culture and Compensation Committee will evaluate the appropriate steps to take in relation to the foregoing.

  130. SUMMARY COMPENSATION TABLE

    SUMMARY COMPENSATION TABLE The following table sets forth the compensation awarded to, earned by, or paid to each individual who served as Equinix’s “principal executive officer” or Equinix’s “principal financial officer” during the fiscal year, and Equinix’s three other most highly compensated executive officers for the fiscal year (collectively, our “named executive officers” or “NEOs”). Mr. Campbell and Ms. Williamson were also NEOs for 2024 but are no longer serving as executive officers of the company. Mr. Campbell, our Chief Sales Officer, transitioned to a non-executive officer role during 2024 but retained the same title. Ms. Williamson ceased serving in her role as Chief Customer and Revenue Officer following entry into a separation agreement with Equinix in Nov. 2024 but remained with the company as a non-executive employee until her termination date of Mar. 1, 2025.

  131. SUMMARY COMPENSATION TABLE

    | Name and Principal Position | Year | Salary(1) ($) | Bonus ($) | Stock Awards(2)(3) ($) | Non-Equity Incentive Plan Compensation(3) ($) | All Other Compensation(4) ($) | Total ($) | | Adaire Fox-Martin Chief Executive Officer & President | 2024 | 538,462 | — | 35,676,826 | 121 | 385,839(5) | 36,601,248 | | Charles Meyers Executive Chairman, and Former CEO | 2024 | 700,000 | — | 22,613,055 | 551 | 35,173(6) | 23,348,779 | | | 2023 | 1,050,000 | — | 22,821,961 | 503 | 54,988 | 23,927,452 | | | 2022 | 1,050,000 | — | 21,145,956 | 297 | 86675 | 22,282,928 | | Keith Taylor Chief Financial Officer | 2024 | 680,000 | — | 10,057,804, | 318 | 34,739(7) | 10,772,861 | | | 2023 | 680,000 | — | 10,916,747 | 249 | 45,808 | 11,642,804 | | | 2022 | 680,000 | — | 8,607,310 | 1 | 34,517 | 9,321,828 | | Raouf Abdel EVP, Global Operations | 2024 | 506,346 | — | 6,940,184 | 521 | 14,936 | 7,461,987 | | Mike Campbell Chief Sales Officer | 2024 | 527,000 | — | 6,993,108 | 392 | 30,369(8) | 7,550,869 | | | 2023 | 527,000 | — | 7,379,092 | 337 | 34,820 | 7,941,249 | | | 2022 | 527000 | — | 6,115,944 | 67 | 9,222 | 6,652,233 | | Jon Lin Chief Business Officer(8) | 2024 | 466,923 | — | 6,373,516 | 212 | 34,736(9) | 6,875,387 | | Brandi Galvin Morandi Chief People Officer | 2024 | 620,000 | — | 7,129,907 | 552 | 9,318 | 7,759,777 | | | 2023 | 620,000 | — | 6,994,997 | 618 | 44,738 | 7,660,353 | | | 2022 | 620,000 | — | 6,299,165 | 428 | 16,575 | 6,936,168 | | Merrie Williamson Chief Customer & Revenue Officer(10) | 2024 | 438,461 | 500,000 | 8,103,735 | 339 | 38,401 | 9,080,936 |

  132. SUMMARY COMPENSATION TABLE

    (1)Reflects calendar year amount paid in 2024. (2)Reflects the aggregate grant date fair value of stock awards granted to the named executive officer in the applicable fiscal year computed in accordance with FASB ASC Topic 718. For 2024, includes the following stock awards granted to our named executive officers: (a) performance-based stock awards tied to revenue and AFFO/Share performance for fiscal 2024, for which the amounts in this column were determined assuming earning of 100% of the target grant date fair value, which was determined to be the probable outcome at the time of grant; the following amounts represent the value of these awards assuming the maximum level of 200% is achieved at the grant dates of June 3, 2024: $16,888,312 (Fox-Martin); Mar. 7, 2024 :

  133. SUMMARY COMPENSATION TABLE

    | EQUINIX 2025 PROXY STATEMENT | Compensation / 68 |

  134. SUMMARY COMPENSATION TABLE

    $19,781,102 (Meyers), $8,477,097 (Taylor), $3,955,858 (Abdel), $5,934,693 (Campbell), $3,955,858 (Lin), $5,934,693 (Morandi); and Mar. 25, 2024 $6,002,546 (Williamson); (b) performance-based stock awards tied to relative Total Stockholder Return (TSR), for which the amounts in this column represent the grant date fair value estimated using Monte Carlo simulations of the variables over the three-year performance period for such awards; (c) service-based stock awards; and (d) performance-based bonus awards earned under the 2024 annual incentive plan and required to be paid in the form of fully vested RSUs, for which the amounts in this column represent a payout at 94% of the target bonus for each named executive officer (except for any fractional RSUs that were paid in cash, the dollar amount of which is shown in the “Non-Equity Incentive Plan Compensation” column) as described in footnote 3. Mr. Meyers transitioned to the role of Executive Chairman on June 3, 2024; at that time, his target incentive plan awards and bonus opportunity for the remainder of 2024 were adjusted accordingly in connection with this leadership transition. The dollar amount shown above reflects original target award amounts based on Mr. Meyers’ actual grant date fair value, computed in accordance with FASB ASC Topic 718, prior to a proration to 42.08% of the original target award amounts. For 2023 and 2022, includes performance-based stock awards tied to revenue and AFFO/Share performance for fiscal 2023 and 2022, respectively, for which the amounts in this column were determined assuming earning of 100% of the maximum grant date fair value, which was determined to be the probable outcome at the time of grant. See Note 1 and Note 12 of the notes to our consolidated financial statements in our Annual Report on Form 10-K filed with the SEC on Feb. 12, 2025, for a discussion of the assumptions made by Equinix in determining the values of our equity awards. (3)The 2024 annual incentive plan provided for payment of bonuses based on performance, and as in recent years, amounts earned by the named executive officers were required to be paid in fully vested RSUs (with any fractional RSUs being paid in cash), rather than payment of the entire bonus in cash. The portion of the bonus payable in the form of RSUs that was earned under the 2024 annual incentive plan is included in the “Stock Awards” column for 2024 and the cash amount paid in respect of fractional RSUs is included in the “Non-Equity Incentive Plan Compensation” column for 2024. On Feb. 6, 2025, the Talent, Culture and Compensation Committee determined that the bonuses under the 2024 annual incentive plan for the named executive officers would be paid at 94% of target based on actual performance in the following amounts: $1,410,000 (Fox-Martin), $786,287 (Meyers), $703,120 (Taylor), $429,726 (Abdel), $445,842 (Campbell), $398,637 (Lin), $582,800 (Morandi), and $434,577 (Williamson). The portion of these bonus amounts that was paid in fully vested RSUs is included in the “Stock Awards” column for 2024 (with the dollar value of any fractional RSUs that were paid in cash shown in the “Non-Equity Incentive Compensation” column). On Mar. 12, 2025, the following number of fully vested RSUs was issued to each named executive officer in payment of the 2024 bonus awards: 1,649 (Fox-Martin), 919 (Meyers), 822 (Taylor), 502 (Abdel), 521 (Campbell), 466 (Lin), 681 (Morandi) (as determined by dividing the applicable dollar value of the bonus award by the closing price of our common stock on the grant date of Mar. 12, 2025), and 480 (Williamson) (as determined by dividing the applicable dollar value of the bonus award by the closing price of our common stock on the grant date of Feb 28, 2025). The performance criteria and other terms of the 2024 annual incentive plan are discussed in greater detail in “Compensation Discussion and Analysis” in this proxy statement. (4)Amounts include matching contributions made by Equinix to the named executive officers’ respective 401(k) plan accounts in the following amounts: $10,350 (Fox-Martin), $10,277 (Meyers), $10,350 (Taylor), $10,350 (Abdel), $10,350 (Lin), and $10,350 (Williamson). All Equinix U.S. employees are eligible for our 401(k) plan matching program. (5)Ms. Fox-Martin received $306,738 in perquisites and tax-gross ups in connection with her relocation to the United States from Ireland after her appointment as CEO and President. This included: (a) $36,395 in tax advice and $31,530 in tax gross-ups for this perquisite; (b) $46,735 in relocation costs and $40,487 in tax gross-ups related to this perquisite; (c) $65,533 in temporary housing and $56,773 in tax gross-ups related to this perquisite; (d) transportation expenses after her relocation to the United States and tax gross-ups related to this perquisite; and (e) immigration costs. Also includes $68,350 in attorney fees related to her offer letter negotiations, and spousal attendance at certain company-sponsored events. (6)For Mr. Meyers in 2024 includes benefits under the executive physical program, and spousal attendance, tax reimbursements and gross-ups related to the 2024 annual sales reward trip. (7)For Mr. Taylor in 2024 includes spousal attendance to certain company-sponsored events, spousal attendance and certain tax reimbursements and gross-ups related to the 2024 annual sales reward trip, and benefits under the executive physical program. (8)For Mr. Campbell in 2024 includes spousal attendance, tax reimbursements and gross-ups related to the 2024 annual sales reward trip. (9)For Mr. Lin in 2024 includes spousal attendance, tax reimbursements and gross-ups related to the 2024 annual sales reward trip and benefits under the executive physical program. (10)For Ms. Williamson in 2024, includes spousal attendance, tax reimbursements and gross-ups related to the 2024 annual sales reward trip. Also includes attorney fees related to her offer letter negotiations. Ms. Williamson ceased serving in her role as Chief Customer and Revenue Officer following entry into her separation agreement in Nov. 2024, but remained with the company as a non-executive employee through Mar. 1, 2025. She is included in this CD&A as required by Regulation S-K, Item 402 (a)(3)(iv).

  135. SUMMARY COMPENSATION TABLE

    | EQUINIX 2025 PROXY STATEMENT | Compensation / 69 |

  136. SUMMARY COMPENSATION TABLE

    Equinix has not entered into employment agreements with any of the named executive officers, other than at-will offer letters. Equinix has entered into severance agreements pursuant to which each named executive officer is entitled to cash severance upon certain terminations of employment, and our named executive officers are also entitled to equity vesting acceleration benefits in connection with certain terminations of employment and a change-in-control of Equinix, as well as if, in a change-in-control, the surviving corporation refuses to assume outstanding equity awards or replace them with comparable awards. See the section entitled “Potential Payments upon Termination or Change-in-Control” elsewhere in this proxy statement for detailed information. Equinix does not have defined benefit pension plans or non-qualified deferred compensation plans for the named executive officers.

  137. SUMMARY COMPENSATION TABLE

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  138. 2024 GRANTS OF PLAN-BASED AWARDS

    2024 GRANTS OF PLAN-BASED AWARDS The table below sets forth each non-equity incentive plan award and equity award granted to Equinix’s named executive officers during or in respect of fiscal year 2024 (with the exception of RSUs granted in payment of our 2023 annual incentive plan bonuses which were previously disclosed in the 2023 Grants of Plan-Based Awards table in our 2024 proxy statement).

  139. 2024 GRANTS OF PLAN-BASED AWARDS

    | Name | Grant Date | Approval Date | Estimated Future Payouts Under Non-Equity Incentive Plan Awards(1) | Estimated Future Payouts Under Equity Incentive Plan Awards | | | All Other Stock Awards: Number of Shares of Stock or Units(1) (#) | Grant Date Fair Value of Stock Awards(2) ($) | | | | | Target/Maximum(1) ($) | Threshold (#) | Target (#) | Maximum (#) | | | | Adaire Fox-Martin | 06/03/2024(3) | 03/07/2024 | | 0 | 11,237 | 22,474 | | 8,444,156 | | | 06/03/2024(4) | 03/07/2024 | | 956 | 4,782 | 9,564 | | 2,925,054 | | | 06/03/2024(5) | 03/07/2024 | | | | | 7,890 | 5,929,019 | | | 06/03/2024(6) | 03/07/2024 | | | | | 22,581 | 16,968,718 | | | 03/12/2025(9) | 02/06/2025 | | | | | 1,649 | 1,409,879 | | Charles Meyers | 03/07/2024(3) | 03/07/2024 | | 0 | 10,916 | 21,832 | | 9,890,551(10) | | | 03/07/2024(4) | 03/07/2024 | | 929 | 4,645 | 9,290 | | 4,992,725(10) | | | 03/07/2024(5) | 03/07/2024 | | | | | 7,664 | 6,944,044(10) | | | 03/12/2025(9) | 02/06/2025 | | | | | 919 | 785,736 | | Keith Taylor | 03/07/2024(3) | 03/07/2024 | | 0 | 4,678 | 9,356 | | 4,238,549 | | | 03/07/2024(4) | 03/07/2024 | | 398 | 1,991 | 3,982 | | 2,140,046 | | | 03/07/2024(5) | 03/07/2024 | | | | | 3,285 | 2,976,407 | | | 03/12/2025(9) | 02/06/2025 | | | | | 822 | 702,802 | | Raouf Abdel | 03/07/2024(3) | 03/07/2024 | | 0 | 2,183 | 4,366 | | 1,977,929 | | | 03/07/2024(4) | 03/07/2024 | | 186 | 929 | 1,858 | | 998,545 | | | 03/07/2024(5) | 03/07/2024 | | | | | 1,533 | 1,388,990 | | | 12/01/2024(8) | 09/24/2025 | | | | | 2,186 | 2,145,515 | | | 03/12/2025(9) | 02/06/2025 | | | | | 502 | 429,205 | | Mike Campbell | 03/07/2024(3) | 03/07/2024 | | 0 | 3,275 | 6,550 | | 2,967,347 | | | 03/07/2024(4) | 03/07/2024 | | 279 | 1,393 | 2,787 | | 1,497,280 | | | 03/07/2024(5) | 03/07/2024 | | | | | 2,299 | 2,083,032 | | | 03/12/2025(9) | 02/06/2025 | | | | | 521 | 445,450 | | Jon Lin | 03/07/2024(3) | 03/07/2024 | | 0 | 2,183 | 4,366 | | 1,977,929 | | | 03/07/2024(4) | 03/07/2024 | | 186 | 929 | 1,858 | | 998,545 | | | 03/07/2024(5) | 03/07/2024 | | | | | 1,533 | 1,388,990 | | | 12/01/2024(8) | 09/24/2025 | | | | | 1,640 | 1,609,627 | | | 03/12/2025(9) | 02/06/2025 | | | | | 466 | 398,425 | | Brandi Galvin Morandi | 03/07/2024(3) | 03/07/2024 | | 0 | 3,275 | 6,550 | | 2,967,347 | | | 03/07/2024(4) | 03/07/2024 | | 279 | 1,393 | 2,787 | | 1,497,280 | | | 03/07/2024(5) | 03/07/2024 | | | | | 2,299 | 2,083,032 | | | 03/12/2025(9) | 02/06/2025 | | | | | 681 | 582,248 | | Merrie Williamson | 03/25/2024(3) | 02/09/2024 | | 0 | 3,787 | 7,574 | | 3,001,273 | | | 03/25/2024(4) | 02/09/2024 | | 322 | 1,612 | 3,223 | | 1,192,251 | | | 03/25/2024(5) | 02/09/2024 | | | | | 2,659 | 2,107,311 | | | 03/25/2024(7) | 02/09/2024 | | | | | 1,727 | 1,368,682 | | | 02/28/2025(9) | 02/06/2025 | | | | | 480 | 434,218 |

  140. 2024 GRANTS OF PLAN-BASED AWARDS

    (1)Our 2024 annual incentive plan provided for payment of bonuses based on the achievement by Equinix of the revenue and AFFO/Share goals in its 2024 operating plan, as adjusted by the Strategic Modifier, with amounts earned by the named executive officers to be paid in the form of fully vested RSUs and any fractional shares being paid in cash. Because each individual’s target bonus is a specified percentage of base salary, the target bonus amount is based on the annual base salary in

  141. 2024 GRANTS OF PLAN-BASED AWARDS

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  142. 2024 GRANTS OF PLAN-BASED AWARDS

    effect at the end of the year when bonuses are calculated. On Feb. 6, 2025, the Talent, Culture and Compensation Committee determined that the bonuses under the 2024 annual incentive plan for the named executive officers would be paid at 94% of target based on actual performance. For Ms. Fox-Martin, Mr. Meyers, Mr. Taylor, Mr. Abdel, Mr. Campbell, Mr. Lin, Ms. Morandi, and Ms. Williamson, the amounts shown in the “All Other Stock Awards” column of this table include the number of RSUs that were granted on Mar. 12, 2025, with respect to the bonuses earned under our 2024 annual incentive plan (as determined by dividing the applicable dollar value of the bonus award by the closing price of our common stock on Mar. 12, 2025, of $854.99, and on Feb 28, 2025, $904.62 for Ms. Williamson rounded down to the nearest whole share). Additional information on the payment of the 2024 annual incentive plan bonuses is set out in footnote 3 to the Summary Compensation Table and footnote 9 to this table. (2)The amounts in this column represent the aggregate grant date fair value of the equity awards calculated in accordance with FASB ASC Topic 718. See footnote 2 to the Summary Compensation Table. Also see Note 1 and Note 12 of the notes to our consolidated financial statements in our Annual Report on Form 10-K filed with the SEC on Feb. 12, 2025, for a discussion of the assumptions made by Equinix in determining the grant date fair values of our equity awards. (3)These are performance-based RSUs eligible to be earned based on revenue and AFFO/Share goals for fiscal 2024. None of these RSUs would be earned unless Equinix achieved greater than 95% of revenue and/or AFFO/Share goals for 2024, with the actual number of RSUs (ranging from the “threshold” to the “maximum” amounts in the table) based on the extent to which Equinix achieved the goals. The earned RSUs would then vest, subject to continued service as follows: 50% in Feb. 2024 and an additional 25% in each of Feb. 2026 and Feb. 2027. As further described in “Compensation Discussion and Analysis” above, in Feb. 2025, our Talent, Culture and Compensation Committee determined that the number of RSUs earned was at 95% of the target level, based on our achievement of our 2024 revenue and AFFO/Share goals. These RSUs were granted under our 2020 Equity Incentive Plan. (4)These are performance-based RSUs eligible to be earned based on relative TSR over a three-year period. The RSUs may be earned based on achievement of relative TSR for the three-year period from 2024 through 2026, as further described above in “Compensation Discussion and Analysis.” The extent to which these RSUs are earned will be determined in early 2027, at which time they will vest to the extent earned. These RSUs were granted under our 2020 Equity Incentive Plan. (5)These service-based RSUs vest over three years in equal annual installments on Jan. 15 (or next subsequent trading day) of each of 2025, 2026 and 2027. These RSUs were granted under our 2020 Equity Incentive Plan. (6)These are sign-on service-based RSUs, which vest semi-annually over 2 years. This award's value was meant to approximate equity awards Ms. Fox-Martin forfeited upon separating from her prior employer. (7)These are sign-on service-based RSUs, which vests 33.33% on Sept. 1, 2024, and then equal installments of 16.67% on each Mar. 1st and Sept. 1st thereafter until fully vested. These RSUs were granted under our 2020 Equity Incentive Plan. (8)These promotion service-based RSUs vest as to 16.67% of the RSUs granted on the first Trading Day that coincides with or follows June 1, 2025 with an additional 16.67% vesting each Dec. 1st and June 1st thereafter until fully vested. These RSUs were granted under our 2020 Equity Incentive Plan. (9)Amounts in this row reflect the bonus awards payable in the form of fully vested RSUs granted under the 2024 annual incentive plan, as further explained in footnote 1 to this table and in footnote 3 to the Summary Compensation Table. The Grant Dates of Feb. 28, 2025 and Mar. 12, 2025 shown is the date on which RSUs were granted to each named executive officer in payment of their 2024 bonus awards (with any fractional RSUs paid in cash), as approved by the Talent, Culture and Compensation Committee. The Approval Date of Feb. 6, 2025 shown is the date on which the Talent, Culture and Compensation Committee determined that the bonuses under the 2024 annual incentive plan for the named executive officers would be paid at 94% of target. These RSUs were granted under our 2020 Equity Incentive Plan. (10)Mr. Meyers transitioned to the role of Executive Chairman on June 3, 2024; at that time, his target incentive plan awards and bonus opportunity for the remainder of 2024 were adjusted accordingly in connection with this leadership transition. The dollar amount shown above reflects original target award amounts based on Mr. Meyers’ actual grant date fair value, computed in accordance with FASB ASC Topic 718, prior to a 42.08% proration as reported in the Summary Compensation Table.

  143. 2024 GRANTS OF PLAN-BASED AWARDS

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  144. OUTSTANDING EQUITY AWARDS AT 2024 FISCAL YEAR-END

    OUTSTANDING EQUITY AWARDS AT 2024 FISCAL YEAR-END The following table sets forth information regarding all unvested stock awards held by each of our named executive officers as of Dec. 31, 2024. None of our named executive officers held outstanding stock options at Dec. 31, 2024.

  145. OUTSTANDING EQUITY AWARDS AT 2024 FISCAL YEAR-END

    | | Stock Awards | | | | | Name | Number of Shares or Units of Stock That Have Not Vested (#) | Market Value of Shares or Units of Stock That Have Not Vested(1) ($) | Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested (#) | Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested(1) ($) | | Adaire Fox-Martin | 10,675(4) | 10,156,302 | | | | | 7,890(7) | 7,506,625 | | | | | 16,935(13) | 356,946 | | | | | | | 4,782(10) | 16,112,128 | | | 339(14) | 16,112,128 | | | | | 364(14) | 4,549,643 | | | | | 353(14) | 336,478 | | | | Charles Meyers | 3,580(2) | 3,532,816 | | | | | 4,582(3) | 4,464,792 | | | | | 4,363(4) | 4,169,588 | | | | | 3,758(5) | 3,708,470 | | | | | 7,451(6) | 7,260,403 | | | | | 3,225(7) | 3,082,036 | | | | | 4,782(8) | 4,718,973 | | | | | | | 11,178(9) | 10,892,067 | | | | | 1,954(10) | 1,867,379 | | Keith Taylor | 1,432(2) | 1,413,126 | | | | | 2,192(3) | 2,135,929 | | | | | 4,444(4) | 4,246,997 | | | | | 1,503(5) | 1,483,190 | | | | | 3,565(6) | 3,473,807 | | | | | 3,285(7) | 3,139,376 | | | | | 1,912(8) | 1,886,800 | | | | | | | 5,350(9) | 5,213,147 | | | | | 1,991(10) | 1,902,739 | | Raouf Abdel | 716(2) | 706,563 | | | | | 1,031(3) | 1,004,627 | | | | | 2,073(4) | 1,981,104 | | | | | 751(5) | 741,102 | | | | | 1,676(6) | 1,633,128 | | | | | 1,533(7) | 1,465,042 | | | | | 956(8) | 943,400 | | | | | | | 2,515(9) | 2,450,666 | | | | | 929(10) | 887,817 | | | 2,186(11) | 2,061,158 | | |

  146. OUTSTANDING EQUITY AWARDS AT 2024 FISCAL YEAR-END

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  147. OUTSTANDING EQUITY AWARDS AT 2024 FISCAL YEAR-END

    | | Stock Awards | | | | | Name | Number of Shares or Units of Stock That Have Not Vested (#) | Market Value of Shares or Units of Stock That Have Not Vested(1) ($) | Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested (#) | Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested(1) ($) | | Mike Campbell | 1,031(2) | 1,017,411 | | | | | 1,489(3) | 1,450,911 | | | | | 3,111(4) | 2,973,089 | | | | | 1,082(5) | 1,067,739 | | | | | 2,421(6) | 2,359,071 | | | | | 2,299(7) | 2,197,085 | | | | | 1,377(8) | 1,358,851 | | | | | | | 3,633(9) | 3,540,068 | | | | | 1,393(10) | 1,331,248 | | Jon Lin | 715(2) | 705,576 | | | | | 916(3) | 892,569 | | | | | 2,073(4) | 1,981,104 | | | | | 751(5) | 741,102 | | | | | 1,489(6) | 1,450,911 | | | | | 1,533(7) | 1,465,042 | | | | | 956(8) | 943,400 | | | | | | | 2,236(9) | 2,178,803 | | | | | 929(10) | 887,817 | | | 1,640(11) | 1,546,340 | | | | | 215(12) | 214,017 | | | | Brandi Galvin Morandi | 1,031(2) | 1,017,411 | | | | | 1,374(3) | 1,338,853 | | | | | 3,111(4) | 2,973,089 | | | | | 1,082(5) | 1,067,739 | | | | | 2,235(6) | 2,177,829 | | | | | 2,299(7) | 2,197,085 | | | | | 1,377(8) | 1,358,851 | | | | | | | 3,353(9) | 3,267,230 | | | | | 1,393(10) | 1,331,248 | | Merrie Williamson | 3,598(15) | 1,742,229 | | | | | 2,659(16) | 2,107,311 | | | | | | | 1,612(17) | 1,540,540 | | | 1151(18) | 1,099,976 | | |

  148. OUTSTANDING EQUITY AWARDS AT 2024 FISCAL YEAR-END

    (1)Computed in accordance with SEC rules as the number of unvested units (which include accrued dividend equivalent units) multiplied by the closing price of Equinix’s common stock on the last trading day at the end of the 2024 fiscal year, which was $942.89 on Dec. 31, 2024. The actual value realized by the officer will depend on whether the award vests and the future performance of Equinix’s common stock. (2)These performance-based units were granted in fiscal 2022 and were eligible to be earned depending on whether and to what extent Equinix achieved its 2022 revenue, digital services revenue, and AFFO/Share goals. These share numbers reflect the maximum amount actually earned for performance during fiscal 2022, as determined in Feb. 2023, with 50% of the RSUs vesting in Feb. 2023 and 25% of the RSUs vesting in each of Feb. 2024 and Feb. 2025.

  149. OUTSTANDING EQUITY AWARDS AT 2024 FISCAL YEAR-END

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  150. OUTSTANDING EQUITY AWARDS AT 2024 FISCAL YEAR-END

    (3)These performance-based units were granted in fiscal 2023 and were eligible to be earned depending on whether and to what extent Equinix achieved its 2023 revenue, digital services revenue, and AFFO/Share goals. These share numbers reflect the maximum amount actually earned for performance during fiscal 2023, as determined in Feb. 2024, with 50% of the RSUs vesting in Feb. 2024 and 25% of the RSUs vesting in each of Feb. 2025 and Feb. 2026. (4)These performance-based units were granted in fiscal 2024 and were eligible to be earned depending on whether and to what extent Equinix achieved its 2024 revenue and AFFO/Share goals. These share numbers reflect the maximum amount actually earned for performance during fiscal 2024, as determined in Feb. 2025, with 50% of the RSUs vesting in Feb. 2025 and 25% of the RSUs vesting in each of Feb. 2026 and Feb. 2027. (5)These service-based units were granted in fiscal 2022 and vest, subject to continuous service throughout the vesting period, in three equal annual installments on Jan. 15 of each of 2023, 2024 and 2025. (6)These service-based units were granted in fiscal 2023 and vest, subject to continuous service throughout the vesting period, in three equal annual installments on Jan. 15 of each of 2024, 2025 and 2026. (7)These service-based units were granted in fiscal 2024 and vest, subject to continuous service throughout the vesting period, in three equal annual installments on Jan. 15 of each of 2025, 2026 and 2027. (8)These performance-based units were granted in fiscal 2022 and were eligible to be earned depending on meeting a relative TSR goal for the three-year period ending Dec. 31, 2024. The share numbers in this table represent the number of units that were earned based on actual TSR performance for this period which reflects a payout at 84.83% of the target level as determined by our Talent, Culture and Compensation Committee. The units vested on Jan. 15, 2025. (9)These performance-based units were granted in fiscal 2023 and are eligible to be earned depending on meeting a relative TSR goal for the three-year period ending Dec. 31, 2025. The share numbers in this table represent the maximum potential payout. The units, to the extent earned, will vest in early 2026 upon determination by our Talent, Culture and Compensation Committee. (10)These performance-based units were granted in fiscal 2024 and are eligible to be earned depending on meeting a relative TSR goal for the three-year period ending Dec. 31, 2026. The share numbers in this table represent the target payout. The units, to the extent earned, will vest in early 2027 upon determination by our Talent, Culture and Compensation Committee. (11)These promotion service-based RSUs vest as to 16.67% of the RSUs granted on the first trading day that coincides with or follows June 1, 2025 with an additional 16.67% vesting each Dec. 1st and June 1st thereafter until fully vested. (12)These service-based units were granted in fiscal 2021 and vest, subject to continuous service throughout the vesting period, in eight equal semiannual installments on Mar. 1 and Sept. 1 of each of 2022, 2023, 2024 and 2025. (13)These are sign-on service-based RSUs, which vest semi-annually over 2 years. This award's value was equivalent to equity awards Ms. Fox-Martin forfeited upon separating from her prior employer. (14)These service-based units were granted in fiscal years 2021, 2022, and 2023, with a one year vest for continuous service as a member of the Equinix Board of Directors. These units have vested though receipt of shares are deferred until Ms. Fox-Martin separates service. (15)These performance-based units were granted in fiscal 2024 and were eligible to be earned depending on whether and to what extent Equinix achieved its 2024 revenue and AFFO/Share goals. These share numbers reflect the maximum amount actually earned for performance during fiscal 2024, as determined in Feb. 2025, with 50% of the RSUs vesting in Feb. 2025. The remaining 50% of the RSUs were forfeited upon Ms. Williamson’s termination of service. These RSUs were granted under our 2020 Equity Incentive Plan. (16)These service-based units were granted in fiscal 2024 and were scheduled to vest, subject to continuous service throughout the vesting period, in three equal annual installments on Jan. 15 of each of 2025, 2026 and 2027. With Ms. Williamson’s termination of service, the 2026 and 2027 installments were forfeited. These RSUs were granted under our 2020 Equity Incentive Plan. (17)These performance-based units were granted in fiscal 2024 and were eligible to be earned depending on meeting a relative TSR goal for the three-year period ending Dec. 31, 2026. The share numbers in this table represent the target payout. The units, to the extent earned, were scheduled to vest in early 2027 upon determination by our Talent, Culture and Compensation Committee. With Ms. Williamson’s termination of service, these RSUs were forfeited upon separation. These RSUs were granted under our 2020 Equity Incentive Plan. (18)These sign-on service-based RSUs vested as to 33.33% of the RSUs granted on Sept. 1, 2024, with an additional 16.67% scheduled to vest in equal installments each Mar. 1st and Sept. 1st thereafter until fully vested. Under Ms. Williamson’s separation agreement, these RSUs accelerated upon her termination of service. These RSUs were granted under our 2020 Equity Incentive Plan.

  151. OUTSTANDING EQUITY AWARDS AT 2024 FISCAL YEAR-END

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  152. 2024 OPTION EXERCISES AND STOCK VESTED

    2024 OPTION EXERCISES AND STOCK VESTED The following table shows the number of RSUs that vested during fiscal year 2024 including the fully vested RSUs issued in payment of the 2023 annual incentive plan awards. None of our named executive officers acquired shares upon exercise of options during fiscal year 2024.

  153. 2024 OPTION EXERCISES AND STOCK VESTED

    | | Stock Awards | | | Name | Number of Shares Acquired on Vesting (#) | Value Realized on Vesting(1) ($) | | Adaire Fox-Martin | 5,646 | 5,495,591 | | Charles Meyers | 29,008 | 25,197,647 | | Keith Taylor | 11,850 | 10,284,349 | | Raouf Abdel | 6,157 | 5,350,187 | | Mike Campbell | 7,952 | 6,899,643 | | Jon Lin | 4,214 | 3,689,003 | | Brandi Galvin Morandi | 8,406 | 7,306,062 | | Merrie Williamson | 576 | 484,226 |

  154. 2024 OPTION EXERCISES AND STOCK VESTED

    (1)Value realized is based on the closing value of our common stock on the vesting date, multiplied by the number of shares or units vested, along with any accrued dividend equivalents, and does not necessarily reflect proceeds actually received by the named executive officer.

  155. POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE-IN-CONTROL

    POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE-IN-CONTROL

  156. Equity Vesting Acceleration

    | SCT Components | Actual SCT Values | Annualized for CEO Pay Ratio | Rationale | | Salary | 538,462 | 1,000,000 | Annualized salary. | | Bonus | — | — | | | Stock Awards | 35,676,826 | 35,676,826 | None of the stock awards were prorated and therefore not annualized. | | Non-Equity Incentive Compensation | 121 | 121 | Pursuant to the new hire offer letter, the AIP bonus was not pro-rated for 2024. The AIP bonus is paid in fully vested RSUs and this amount reflects the fractional RSU being paid in cash. | | All Other Compensation | 385,839 | 385,839 | Retirement plan was maxed out. Other perquisites were not prorated. | | Total CEO Pay | $36,601,248 | $37,062,786 | |

  157. PAY VERSUS PERFORMANCE TABLE

    PAY VERSUS PERFORMANCE TABLE

  158. PAY VERSUS PERFORMANCE TABLE

    | Year | Summary Compensation Table Totals for CEO(1) ($) | | Compensation Actually Paid to CEO(2) ($) | | Average Summary Comp. Table Total for Non-CEO Named Executive Officers(3) ($) | Average Comp. Actually Paid to Non-CEO Named Executive Officers(4) ($) | Value of Initial Fixed $100 Investment Based On: | | Net Income (millions)(7) ($) | AFFO/Share (non-GAAP)(8) ($) | Supplemental Financial Performance Measure: Revenue (millions)(9) ($) | | | Prior CEO | CEO | Prior CEO | CEO | | | Total Stock-holder Return(5) ($) | Peer Group Total Stock-holder Return(6) ($) | | | | | 2024 | 23,348,779 | 36,601,248 | 12,859,730 | 46,018,047 | 8,255,046 | 8,357,428 | 176.49 | 114.71 | 814 | 35.02 | 8,748 | | 2023 | 23,927,452 | — | 33,348,387 | — | 8,625,580 | 7,543,407 | 147.75 | 109.95 | 969 | 32.11 | 8,188 | | 2022 | 22,282,928 | — | 12,613,714 | — | 8,315,931 | 5,927,330 | 117.82 | 98.62 | 705 | 29.55 | 7,263 | | 2021 | 23,248,193 | — | 33,570,911 | — | 6,991,224 | 10,013,447 | 149.41 | 131.68 | 500 | 27.11 | 6,636 | | 2020 | 25,836,268 | — | 33,284,734 | — | 7,522,729 | 10,302,386 | 124.23 | 94.14 | 370 | 24.76 | 5,999 |

  159. PAY VERSUS PERFORMANCE TABLE

    (1)The dollar amounts reported in these column are the amounts of total compensation reported for Ms. Fox-Martin, who joined the company in June 2024 as our CEO and President, and Mr. Meyers who served as our CEO and President for each corresponding year in the “Total” column of the Summary Compensation Table (“SCT”) through June 2024, before transitioning to Executive Chairman. 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 these column represent the amount of “compensation actually paid” to Ms. Fox-Martin and 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 Ms. Fox-Martin and Mr. Meyers’ total compensation as reported in the SCT for each year to determine the compensation actually paid to Ms. Fox-Martin and Mr. Meyers:

  160. PAY VERSUS PERFORMANCE TABLE

    | Year | SCT Total for CEO ($) | (Minus) Value of Equity Awards Reported in SCT(a) ($) | Plus Equity Award Adjustments(b) ($) | Compensation Actually Paid to CEO(c) ($) | | Adaire Fox-Martin | | | | | | 2024 | 36,601,248 | (35,676,826) | 45,093,625 | 46,018,047 | | Charles Meyers | | | | | | 2024 | 23,348,779 | (22,613,055) | 12,124,006 | 12,859,730 | | 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 |

  161. PAY VERSUS PERFORMANCE TABLE

    (a)The amounts shown in this column reflect the total grant date fair value of equity awards granted to Ms. Fox-Martin and 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

  162. PAY VERSUS PERFORMANCE TABLE

    | EQUINIX 2025 PROXY STATEMENT | Compensation / 85 |

  163. PAY VERSUS PERFORMANCE TABLE

    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:

  164. PAY VERSUS PERFORMANCE TABLE

    | Year | Year-End Fair Value of Outstanding and Unvested Equity Awards Granted in the Applicable Year ($) | Year-over-Year Change in Fair Value of Outstanding and Unvested Equity Awards Granted in Prior Years ($) | Fair Value as of Vesting Date of Equity Awards Granted and Vested in the Applicable Year ($) | Year-over-Year Change in Fair Value of Equity Awards Granted in Prior Years that Vested in the Applicable Year ($) | Fair Value at the End of the Prior Year of Equity Awards that Failed to Meet Vesting Conditions in the Applicable Year ($) | Value of Dividends or other Earnings Paid on Equity Awards not Otherwise Reflected in Fair Value or Total Compensation ($) | Total Equity Award Adjustments ($) | | Adaire Fox-Martin | | | | | | | | | 2024 | 39,264,772 | — | 5,447,487 | (12,948) | — | 394,314 | 45,093,625 | | Charles Meyers | | | | | | | | | 2024 | 9,731,562 | 2,522,203 | — | (853,746) | — | 723,987 | 12,124,006 | | 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 |

  165. PAY VERSUS PERFORMANCE TABLE

    (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 Ms. Fox-Martin and 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 2024, Mr. Taylor, Mr. Abdel, Mr. Campbell, Mr. Lin, Ms. Morandi and Ms. Williamson (ii) for 2023, Mr. Taylor, Mr. Campbell, Scott Crenshaw, Ms. Morandi and Karl Strohmeyer, (iii) for 2022, Mr. Taylor, Mr. Crenshaw, Ms. Morandi, and Mr. Strohmeyer, (iv) for 2021, Mr. Taylor, Sara Baack, Mr. Campbell, Ms. Morandi and Mr. Strohmeyer, and (v) for 2020, Mr. Taylor, Ms. Baack, Ms. Morandi and Mr. 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:

  166. PAY VERSUS PERFORMANCE TABLE

    | Year | Average SCT Total for Non-CEO Named Executive Officers ($) | (Minus) Average Value of Equity Awards Reported in SCT ($) | Plus Average Equity Award Adjustments(a) ($) | Average Compensation Actually Paid to Non-CEO Named Executive Officers ($) | | 2024 | 8,255,046 | (7,604,411) | 7,706,793 | 8,357,428 | | 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 |

  167. PAY VERSUS PERFORMANCE TABLE

    | EQUINIX 2025 PROXY STATEMENT | Compensation / 86 |

  168. PAY VERSUS PERFORMANCE TABLE

    (a)The amounts deducted or added in calculating the total average equity award adjustments are as follows:

  169. PAY VERSUS PERFORMANCE TABLE

    | Year | Average Year-End Fair Value of Outstanding and Unvested Equity Awards Granted in the Applicable Year ($) | Year-over- Year Average Change in Fair Value of Outstanding and Unvested Equity Awards Granted in the Applicable Year ($) | Average Fair Value as of Vesting Date of Equity Awards Granted and Vested in the Applicable Year ($) | Year-over-Year Average Change in Fair Value of Equity Awards Granted in Prior Years that Vested in the Applicable Year ($) | Average Fair Value at the End of the Prior Year of Equity Awards that Failed to Meet Vesting Conditions in the Applicable Year ($) | Average Value of Dividends or other Earnings Paid on Equity Awards not Otherwise Reflected in Fair Value or Total Compensation ($) | Total Average Equity Award Adjustments ($) | | 2024 | 6,762,109 | 839,055 | 79,886 | (201,713) | — | 227,456 | 7,706,793 | | 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 |

  170. PAY VERSUS PERFORMANCE TABLE

    (5)Total Stockholder 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 Stockholder Return represents the weighted peer group total stockholder 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)For a full reconciliation of GAAP to non-GAAP financial 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.

  171. DESCRIPTION OF RELATIONSHIPS BETWEEN MEASURES IN PAY VERSUS PERFORMANCE TABLE

    DESCRIPTION OF RELATIONSHIPS BETWEEN MEASURES IN PAY VERSUS PERFORMANCE TABLE The “compensation actually paid,” as required by Item 402(v) of Regulation S-K, reflects adjustments to the fair value of unvested and vested equity awards during the years shown in the Pay Versus Performance Table based on year-end stock prices, various accounting valuation assumptions, and projected performance modifiers, but does not reflect actual amounts earned by or paid to our Chief Executive Officer or other named executive officers during the applicable year. Compensation actually paid generally fluctuates due to stock price performance and varying levels of projected and actual achievement of performance goals. For a discussion of how our Talent, Culture and Compensation Committee assessed “pay-for-performance” and how our executive compensation program is designed to link executive compensation with the achievement of our financial and strategic objectives as well as stockholder value creation each year, see “Compensation Discussion and Analysis” in this proxy statement and in the proxy statements for 2020, 2021, 2022 and 2023. Below are graphs showing the relationship of our TSR compared to the TSR of our peer group, the FTSE NAREIT All REITs Index, as well as the relationship of the “compensation actually paid” to our Chief Executive Officer and other named executive officers in 2020, 2021, 2022, 2023 and 2024 to (1) the TSR of our common stock, (2) our net income, (3) our AFFO/Share and (4) our revenue.

  172. COMPENSATION ACTUALLY PAID VERSUS TSR

    COMPENSATION ACTUALLY PAID VERSUS TSR As shown in the chart below, the Chief Executive Officer and other named executive officers’ compensation actually paid amounts are generally aligned with our TSR.

  173. COMPENSATION ACTUALLY PAID VERSUS NET INCOME

    COMPENSATION ACTUALLY PAID VERSUS NET INCOME The chart below shows the relationship between the Chief Executive Officer and other named executive officers’ compensation actually paid and net income.

  174. COMPENSATION ACTUALLY PAID VERSUS NET INCOME

    | EQUINIX 2025 PROXY STATEMENT | Compensation / 89 |

  175. COMPENSATION ACTUALLY PAID VERSUS COMPANY-SELECTED MEASURE (“CSM”)

    COMPENSATION ACTUALLY PAID VERSUS COMPANY-SELECTED MEASURE (“CSM”) The chart below compares the Chief Executive Officer and other named executive officers’ compensation actually paid to AFFO/Share (non-GAAP), which is our CSM.

  176. SUPPLEMENTAL: COMPENSATION ACTUALLY PAID VERSUS REVENUE

    SUPPLEMENTAL: COMPENSATION ACTUALLY PAID VERSUS REVENUE The chart below compares the Chief Executive Officer and other named executive officers’ compensation actually paid to our supplemental financial measure, revenue.

  177. SUPPLEMENTAL: COMPENSATION ACTUALLY PAID VERSUS REVENUE

    | EQUINIX 2025 PROXY STATEMENT | Audit / 90 |

  178. SUPPLEMENTAL: COMPENSATION ACTUALLY PAID VERSUS REVENUE

    | Audit |

  179. SUPPLEMENTAL: COMPENSATION ACTUALLY PAID VERSUS REVENUE

    Proposal 4 — Ratification of independent registered public accountants Equinix is asking the stockholders to ratify the appointment of PricewaterhouseCoopers LLP (“PricewaterhouseCoopers”) as Equinix’s independent registered public accounting firm for the fiscal year ending Dec. 31, 2025. The affirmative vote of the holders of a majority of the shares present in person or represented by proxy and entitled to vote on the proposal at the Annual Meeting will be required to ratify the selection of PricewaterhouseCoopers. If the stockholders fail to ratify the selection, the Board will reconsider whether or not to retain that firm. Even if the selection is ratified, the Board in its discretion may direct the appointment of different independent auditors at any time during the year if they determine that such a change would be in the best interests of Equinix and its stockholders. PricewaterhouseCoopers has audited Equinix’s financial statements since 2000. Its representatives are expected to be present at the Annual Meeting, will have the opportunity to make a statement if they desire to do so, and will be available to respond to appropriate questions. Aggregate fees for professional services rendered for Equinix by PricewaterhouseCoopers for the years ended Dec. 31, 2024 and 2023 were:

  180. SUPPLEMENTAL: COMPENSATION ACTUALLY PAID VERSUS REVENUE

    | | Dec. 31, 2024 ($) | Dec. 31, 2023 ($) | | Audit | 11,703,000 | 9,090,000 | | Audit related | 741,000 | 367,000 | | Tax | 22,000 | 6,000 | | All other | 9,000 | 9,000 | | Total | 12,475,000 | 9,472,000 |

  181. SUPPLEMENTAL: COMPENSATION ACTUALLY PAID VERSUS REVENUE

    Audit fees for the years ended Dec. 31, 2024 and 2023, were for professional services rendered for the audits and reviews of the consolidated financial statements of Equinix and the financial statements of certain of its subsidiaries, including forensic services in 2024 and the impact of Equinix’s system implementations and accounting services related to public financings during both years. The Audit-related fees for the years ended Dec. 31, 2024 and 2023, were for assessment services in connection with the implementation of Equinix’s new Oracle Cloud Enterprise Resource Planning (“ERP”) and Enterprise Performance Management (“EPM”) systems in both years, a GHG pre-readiness assessment in 2024, attest procedures in connection with an Outsource Service Provider Audit of the allocation of proceeds related to green bond offerings, which were each present in both years and attest procedures related to a Germany Energy Subsidies Opinion in 2024. The Tax fees for the years ended Dec. 31, 2024, and 2023, were for general tax consulting and compliance in both years. All other fees for the years ended Dec. 31, 2024 and 2023, were for licensed software tools used for financial reporting in both years.

  182. SUPPLEMENTAL: COMPENSATION ACTUALLY PAID VERSUS REVENUE

    | | The Board unanimously recommends a vote “FOR” proposal 4. |

  183. SUPPLEMENTAL: COMPENSATION ACTUALLY PAID VERSUS REVENUE

    | EQUINIX 2025 PROXY STATEMENT | Audit / 91 |

  184. SUPPLEMENTAL: COMPENSATION ACTUALLY PAID VERSUS REVENUE

    Report of the Audit Committee of the Board of Directors While Equinix’s management has primary responsibility for preparing Equinix’s financial statements and maintaining Equinix’s financial reporting process, the Audit Committee serves as the representative of the Board for general oversight of Equinix’s financial accounting and reporting process, system of internal control, audit process, process for monitoring compliance with laws and regulations, and Equinix’s Code of Ethics for Chief Executive Officer and Senior Financial Officers. The Audit Committee also provides counsel to management and the independent registered public accounting firm, PricewaterhouseCoopers, on the basis of the information it receives, discussions with management and the independent registered public accounting firm, and the experience of the Audit Committee’s members in business, financial and accounting matters. The Audit Committee annually appoints an independent registered public accounting firm to express an opinion on the financial statements and on Equinix’s internal control over financial reporting based on an integrated audit. The Audit Committee’s policy is to pre-approve all audit and permissible non-audit services to be provided by the independent registered public accounting firm. These services may include audit services, audit-related services, tax services and other services. Any pre-approval describes the particular service or category of services and is generally subject to a specific budget. The independent registered public accounting firm and management are required to report periodically to the Audit Committee regarding the extent of services provided by the independent registered public accounting firm in accordance with this pre-approval, and the fees for the services performed to date. All services related to audit fees, audit-related fees, tax fees and all other fees provided by PricewaterhouseCoopers during fiscal years 2024 and 2023 were pre-approved by the Audit Committee in accordance with the pre-approval policy. Additionally, on a quarterly basis, the Audit Committee reviews with management and the independent registered public accounting firm Equinix’s audited financial statements or unaudited interim financial statements and the related earnings announcement before their public release, and receives updates on, among other things, accounting policy and estimate changes, implementation of new accounting standards, significant or unusual accounting transactions and significant estimates. The Audit Committee also oversees the responsibilities, budget, staffing and effectiveness of Equinix’s internal audit function, called Business Assurance Services (“BAS”), and the head of BAS reports directly to the Audit Committee. While the Nominating and Governance Committee has primary responsibility for risk oversight at the Board level, the Audit Committee also plays a role in overseeing Equinix’s exposure to risk as described in “Board Risk Oversight” elsewhere in this proxy statement. The Audit Committee has the opportunity to meet in a private session every meeting with each of (i) the independent registered public accounting firm, (ii) Equinix’s head of BAS and (iii) management. Mr. Paisley is the Audit Committee’s chairperson and both Mr. Paisley and Mr. Olinger are considered financial experts. The Audit Committee held 36 meetings during the last fiscal year. This significant number of meetings in 2024 related to an independent investigation by the Audit Committee to review matters referenced in a short seller report. Based on the findings of the independent investigation, the Audit Committee concluded that Equinix’s financial reporting had been accurate, and that the application of its accounting practices had resulted in an appropriate representation of its operating performance. In this context, the Audit Committee hereby reports as follows: (a)The Audit Committee has reviewed and discussed the audited financial statements with Equinix’s management and the independent registered public accounting firm. (b)The Audit Committee has discussed with the independent registered public accounting firm the matters required to be discussed by Auditing Standard No. 16, as adopted by the Public Company Accounting Oversight Board. (c)The Audit Committee has received the written disclosures and the letter from the independent registered public accounting firm required by applicable requirements of the Public Company Accounting Oversight Board. The letter concerns the independent auditors’ communications with the Audit Committee about the registered accounting firm’s independence, which the committee has discussed with the firm.

  185. SUPPLEMENTAL: COMPENSATION ACTUALLY PAID VERSUS REVENUE

    | EQUINIX 2025 PROXY STATEMENT | Audit / 92 |

  186. SUPPLEMENTAL: COMPENSATION ACTUALLY PAID VERSUS REVENUE

    Based on the Audit Committee’s discussion with management and the independent registered public accounting firm and the Audit Committee’s review of the representations of management and the report of the independent registered public accounting firm to the Audit Committee, the Audit Committee approved the audited financial statements and recommended that the audited financial statements be included in Equinix’s Annual Report on Form 10-K, for the fiscal year ended Dec. 31, 2024, for filing with the SEC. The Audit Committee and the Board have also approved, subject to stockholder ratification, the selection of PricewaterhouseCoopers as Equinix’s independent registered public accounting firm. Each of the members of the Audit Committee is independent as such term is defined under the rules of the SEC and the listing standards of the Nasdaq stock market. The Audit Committee: Christopher Paisley, Chairperson Thomas Olinger Fidelma Russo

  187. SUPPLEMENTAL: COMPENSATION ACTUALLY PAID VERSUS REVENUE

    | EQUINIX 2025 PROXY STATEMENT | Stockholder Proposal / 93 |

  188. SUPPLEMENTAL: COMPENSATION ACTUALLY PAID VERSUS REVENUE

    | Stockholder Proposal |

  189. SUPPLEMENTAL: COMPENSATION ACTUALLY PAID VERSUS REVENUE

    Proposal 5 — Improve Shareholder Written Consent We have been advised that John Chevedden, 2215 Nelson Ave., No. 205, Redondo Beach, CA 90278, who has indicated that he has beneficially owned the requisite amount of Equinix common stock, intends to present the proposal below (the “Proposal”) at the Annual Meeting.

  190. SUPPLEMENTAL: COMPENSATION ACTUALLY PAID VERSUS REVENUE

    | The Board of Directors opposes the following Proposal for the reasons stated after the proposal. |