Sector: Real Estate
EQUINIX REIT INC · Meeting: May 13, 2026
Directors FOR
10
Directors AGAINST
0
Say on Pay
FOR
Auditor
FOR
Election of Directors
Caldwell has served since 2015, bringing relevant marketing and technology leadership experience; no overboarding, attendance above 92%, and EQIX's 3-year return of +53.4% outperforms the compensation peer group median by +32.3 percentage points, well below the 65-percentage-point threshold needed to trigger an against vote.
Fox-Martin is the sitting CEO and a director since January 2020; as an executive director she is subject to the same TSR test, but EQIX's strong outperformance versus both the peer group and the ^FNER benchmark means no TSR trigger fires, and her attendance exceeds 75%.
Hromadko has served since 2003 and brings deep data center, technology, and finance expertise; the TSR trigger does not apply given EQIX outperforms the peer median by +32.3 percentage points against a 65-percentage-point threshold, and his attendance exceeds 92%.
Kujawa joined the Board in November 2025, well within the 24-month new-director exemption period, so she is fully exempt from the TSR trigger; she brings strong energy, finance, and capital markets expertise relevant to Equinix's infrastructure business.
Dr. Li joined the Board in August 2025, within the 24-month new-director exemption period and therefore exempt from the TSR trigger; she brings cloud, product development, and AI expertise identified as a priority skill addition by the Nominating and Governance Committee.
Meyers has served as a director since 2018 and is currently Executive Chairman; as an executive director he is subject to the TSR test, but EQIX's strong outperformance versus the peer group and ^FNER means no trigger fires, and he holds one outside public board seat (Fastly), below the two-seat limit for sitting executives.
Olinger joined in January 2023 and brings REIT, real estate, and financial expertise as a former Prologis CFO; the TSR trigger does not fire given peer outperformance of +32.3 percentage points against the 65-percentage-point threshold, and his attendance exceeds 92%.
Paisley has served since 2007 as Lead Independent Director and brings extensive finance and accounting expertise; the TSR trigger does not apply given strong peer outperformance, though shareholders should note that his son is employed by Equinix and received approximately $319,606 in 2025 compensation — the proxy states this is consistent with market-rate pay for equivalent roles, and Paisley holds two outside board seats (Ambarella and Fastly), which is within the non-executive director limit of four.
Rivera has served since 2019 and brings deep data center, AI, and technology leadership experience; the TSR trigger does not fire, no overboarding concerns exist, and her attendance exceeds 92%.
Russo has served since June 2022 and brings cloud, cybersecurity, and digital infrastructure expertise; the TSR trigger does not apply given strong outperformance versus both the peer group and ^FNER, and her attendance exceeds 92%.
All ten director nominees receive a FOR vote. EQIX's 3-year total shareholder return of +53.4% outperforms its disclosed compensation peer group median by +32.3 percentage points — well below the 65-percentage-point trigger threshold applicable when absolute 3-year TSR is strongly positive — and outperforms the ^FNER (FTSE NAREIT All Equity REITs Index) benchmark by +42.6 percentage points against the same 65-percentage-point threshold. No director is overboarded, no attendance falls below 75%, and the board discloses a comprehensive skills matrix. The only notable governance item is a familial relationship for Mr. Paisley (son employed by Equinix), but the proxy confirms the son's pay is consistent with market-rate compensation for equivalent roles, and the company's Audit Committee oversees related-party transactions.
CEO
Adaire Fox-Martin
Total Comp
$22,654,885
Prior Support
88.9%%
CEO Adaire Fox-Martin received total compensation of approximately $22.7 million in 2025. This is a large figure, but Equinix is a $98 billion market cap company competing for technology executive talent against peers like Salesforce, ServiceNow, and Palo Alto Networks, and the compensation structure is overwhelmingly performance-based: 96% of the CEO's target pay is variable (at-risk), with 67% of long-term equity in performance stock awards tied to revenue, AFFO-per-share, and relative total shareholder return against the S&P 500. Pay-for-performance alignment is strong — the annual incentive paid out at 99% of target reflecting near-target financial results, while the 2023 relative TSR performance stock awards paid out at 0% because Equinix underperformed its TSR benchmark over that period, demonstrating the plan works as intended. Prior-year Say-on-Pay support was 88.9%, well above the 70% threshold that would require a negative response, and Equinix maintains a robust clawback policy compliant with SEC Rule 10D-1.
Auditor
PricewaterhouseCoopers LLP
Tenure
N/A
Audit Fees
N/A
Non-Audit Fees
N/A
PricewaterhouseCoopers LLP is a Big 4 firm and fully appropriate for a company of Equinix's size and complexity. The auditor fee table provided does not contain extractable dollar figures for audit fees and non-audit fees in the text supplied, so the non-audit fee ratio test cannot be computed; however, the absence of confirmed fee data means the non-audit trigger does not fire per policy. Auditor tenure is not disclosed in the provided filing text, so the tenure trigger similarly does not fire. No material financial restatements attributable to audit failure are disclosed.
1 proposal submitted by shareholders
Proposal 4
This proposal asks Equinix to lower the ownership threshold required for shareholders to call a special meeting. The ability for shareholders to call special meetings is a mainstream governance right that protects shareholders' ability to act between annual meetings without having to wait up to a year. Equinix already permits shareholders to call special meetings, but the proposal seeks to make that right more accessible by lowering the ownership hurdle — a straightforward governance improvement that increases shareholder accountability over the board. The board's opposition (recommending against) does not override the merits of expanding shareholder access, and lower special meeting thresholds are broadly supported by governance best practices as they reduce the concentration of power needed to raise urgent issues; no prior-year vote data was available to weight, so the evaluation rests on the governance merits alone.
The 2026 Equinix annual meeting ballot is clean across all four proposals: the full director slate receives FOR votes given strong stock performance relative to both the compensation peer group and the ^FNER benchmark, the Say-on-Pay program is well-structured with 96% at-risk CEO pay and a demonstrated willingness to pay out zero on underperforming awards, and PricewaterhouseCoopers as auditor raises no independence concerns. The one stockholder proposal — seeking a lower ownership threshold to call special meetings — receives a FOR vote as a mainstream governance improvement that increases shareholder accountability, notwithstanding the board's opposition.
21 companies disclosed in 2026 proxy filing
