Governance

corporate and board governance

Our commitment to belonging and trust is integrated into every level of our organization. We value diversity and continue to improve representation within our Board of Directors to expand our point of view and improve our ability to provide strong oversight.

Equinix is governed by a single-tier Board of Directors.

Board of Directors and Governance Information

as of December 31, 2021

9

Size of Board

8

Independent
Directors

33%

Women on the Board
(3 out of 9)

1 Year

Board Term

Yes

ESG Oversight at Board
Committee Level

7

Board Meetings
in 2021

99%

Average Individual Director attendance at Board and applicable Committee meetings for 2021

Yes

Separate Board Chair
and CEO

Yes

Lead Independent
Director Role

Yes

Code of Business Conduct for
Directors and Exec Officers

22%

self-identifies as ethnically diverse

Yes

Sustainability Section in
our Proxy Statement

Yes

Separate Board Chair
and CEO

Yes

Proxy Access

6

Code of Business Conduct for
Directors and Exec Officers

Standing Board Committees also include: Audit; Talent, Culture and Compensation;
Finance; Nominating and Governance; Real Estate; Stock Award

Board Diversity

Our vision to build a culture where every employee feels a sense of belonging, is reflected through all levels of the company. The Equinix Board supports developing a culture of belonging and recognizes the importance and value of diversity in its membership.

When selecting new members for the Board, the Equinix Guidelines on Significant Corporate Governance Issues (the “Corporate Governance Guidelines”) and the Nominating and Governance Committee Charter require the Nominating and Governance Committee to ensure qualified women and individuals from minority groups are included in the pool from which the Board nominees are chosen.

While our Board highly values the new ideas, perspectives, and skills that newer directors bring to Equinix, we also acknowledge the value in the depth of expertise of our longer tenured directors. The Board believes that a mix of tenures provides the best possible oversight for the company.

We made several improvements in 2021 to enhance the transparency around the diversity of our Board:

  • We included a Board skills matrix in our Proxy Statement. The Board skills matrix highlights the key abilities and experience we currently consider most valuable for our Board. The 2021 skills matrix included several skills detailing customer perspective, expertise in the cloud/software domain, environmental sustainability, and global experience. We are transparent about existing gaps we see in our Board’s skills and use this matrix as a tool when considering new candidates for board membership.
  • Introduction of a self-identification survey with respect to diversity. As of December 31, 2021, 22% of our Board self-identified as racially diverse.

As of December 31, 2021 Equinix, is in compliance with all applicable board and governance laws and regulations including those related to board diversity. For more details see our Corporate Governance Guidelines.

Board ESG Oversight

Nominating & Governance Committee

In 2021 Equinix combined its Nominating Committee and its Governance Committee into a single Nominating and Governance Committee which is made up solely of independent directors. The Nominating and Governance Committee is responsible for ESG oversight at Equinix and regularly reviews strategies, policies, practices, performance, and reporting related to corporate environment, social, and governance matters. This Committee receives updates, including an overview of ESG, from the Sustainability Program Office on behalf of the Sustainability Executive Steering Committee as needed, as well as a focused environmental metrics review at least once a year. As of December 31, 2021, the Sustainability Executive Steering Committee was comprised of Equinix’s Executive Chairman, President and Chief Executive Officer, Chief Financial Officer, Chief Legal and Human Resources Officer, and Executive Vice President of Global Operations. More information about the Sustainability Executive Steering Committee can be found in the Sustainability Governance section.

In 2021, the Nominating and Governance Committee updated its charter to formalize its oversight of ESG topics including climate change. Equinix is committed to addressing the urgency of global climate change and recognizes the importance of Board ESG oversight. The Board is advised of additional current and emerging sustainability issues and development as appropriate.

Talent, Culture & Compensation Committee

In 2021, the mandate of the Compensation Committee was expanded, and it was renamed the “Talent, Culture and Compensation Committee”. With this update, the Committee formalized oversight of human capital management including strategies to attract, develop and retain talent at all levels, cultivate an engaged employee base, make Equinix’s culture a competitive advantage, and promote workforce diversity, inclusion and belonging.

Uncompromising Integrity

Leading with integrity is core to our business operations.