governance
To adhere to our commitment to belonging and trust, we have emphasized adding diversity within our Board of Directors (the Board). We periodically refresh our skills matrix to reflect the abilities we believe are most important for the Board, such as customer perspective, expertise in the cloud/software domain, ESG and global experience. We have been transparent about any gaps in the Board’s skills and use this matrix as a tool to assess potential candidates.
Board of Directors and Governance Information
as of March 31, 2023, except where otherwise noted
12
Size of Board
10
Independent
Directors
36%
Women on the Board1
(4 out of 11)
1 Year
Board Term
Yes
ESG Oversight at Board Committee Level
8
Board Meetings
in 2021
7.31
Average board tenure in years1
Yes
Separate Board Chair
and CEO
Yes
Lead Independent Director Role
Yes
Code of Business Conduct for Directors and Exec Officers
27%
self-identifies as ethnically diverse1
Yes
Sustainability Section in our Proxy Statement
Yes
Business Partner Code of Conduct
Yes
Proxy Access
6
Standing board committees
Standing Board Committees include: Audit; Finance; Nominating and Governance; Real Estate; Stock Award; Talent, Culture and Compensation;
1) Mr. Irving Lyons is not standing for reelection to the Board of Directors at the 2023 annual meeting of stockholders and has been omitted from this data.
Equinix pursues engagement with our stockholders throughout the year to best understand and address issues that matter to them. In 2022, we proactively reached out to our 25 largest stockholders to share annual updates on the company and solicit feedback on our corporate governance practices, executive compensation program and Equinix’s environmental, social and governance (ESG) initiatives and strategy. We have continued to experience an increased interest in ESG-related topics from this stockholder outreach.
Equinix Board Diversity
Our vision is to build a culture where every employee feels a sense of belonging and this is reflected at all levels of the company. The Board supports developing a culture of belonging and recognizes the importance and value of diversity in its membership.
Through the introduction of a self-identification survey on diversity, 27% of the Board self-identified as ethnically diverse as of December 31, 2022. When selecting new Board members, our Corporate Governance Guidelines and the Nominating and Governance Committee Charter require the Nominating and Governance Committee to ensure qualified women and individuals from underrepresented groups are included in the pool of nominees from which the future Board members are chosen.
In 2022, we welcomed Jeetu Patel and Fidelma Russo to the Board. These additions were designed to add further technological expertise to the Board, as we continue to evolve our platform strategy and product offerings. In early 2023, Tom Olinger joined the Board bringing relevant Real Estate Investment Trust (REIT), real estate and financial expertise to the Board, Mr. Olinger’s skills are welcome additions in light of Irving Lyons’ decision to not stand for reelection to the Board at the 2023 Annual Meeting of Stockholders.
Fidelma Russo, Chief Technology Officer, Hewlett Packard Enterprise
Fidelma Russo has over 30 years of technology-based experience and has held notable senior leadership positions at Iron Mountain, Inc., EMC Corp., Hewlett-Packard Co. and Sun Microsystems, Inc. She is passionate about working with customers and driving business results. She is serving as a member of the Board’s Audit Committee.
Jeetu Patel, Executive Vice President & General Manager, Cisco
Jeetu Patel is a member of Cisco’s Executive Leadership Team working to redefine Cisco’s Software as a Service strategy and accelerate the company’s transformation and growth. Jeetu has a passion for product design and development, as well as an innate market understanding and drive for business growth. He is serving as a member of the Board’s Nominating and Governance Committee.
Tom Olinger, Former Chief Financial Officer, Prologis
Tom Olinger is an industry veteran with extensive international business expertise spanning the real estate and technology sectors. He was most recently CFO at Prologis (and AMB, its predecessor) from 2007-2022. He has significant U.S. and international IPO, capital markets and M&A experience, which has made him a recognized leader and highly respected in the investor and analyst communities. He is serving as a member of the Board’s Audit, Finance, and Real Estate Committees.
“We are thrilled to add three accomplished and seasoned business leaders from world-class companies to the Equinix Board. We believe Fidelma’s and Jeetu’s careers and vital operating roles provide the relevant experience and deep understanding to be a tremendous benefit as we continue to create long-term distinctive value for Platform Equinix. With Tom’s extensive finance expertise spanning the global real estate and technology sectors, we will benefit from his leadership and passion for technology.”
– Peter Van Camp, Executive Chairman, Equinix
While the Board highly values the ideas, perspectives and skills newer directors bring to Equinix, it also acknowledges the importance of the depth of expertise provided by our longer tenured directors. The Board believes that a mix of tenures provides the best possible oversight for the company.
Equinix complies with all applicable board and governance laws and regulations, including those pertaining to board diversity. As of December 31, 2022, Equinix is compliant with all applicable governing laws and regulations related thereto. For more details see our Board & Governance page.
The Audit Committee provides oversight of Equinix’s ESG disclosures. In 2022, this committee received updates related to the proposed Securities and Exchange Commission (SEC) Climate-Related Disclosures, which are anticipated to be finalized in 2023.
Board ESG Oversight
Nominating and Governance Committee
The Nominating and Governance Committee is responsible for ESG oversight and reviews strategies, policies, practices, performance and reporting related to corporate ESG matters. The Committee provides periodic updates to the full Board. This committee receives updates, including an overview of ESG, from the Sustainability Program Office on behalf of the Sustainability Executive Steering Committee at least annually, as well as reviews focused environmental metrics quarterly. As of December 31, 2022, 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, Executive Vice President of Data Center Services and Executive Vice President of Global Operations.
Talent, Culture and Compensation Committee
The Talent, Culture and Compensation Committee provides oversight of human capital management. This includes 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.
Finance Committee
The Finance Committee provides oversight of Equinix’s Green Bonds. Equinix continues to expand our commitment to sustainability by investing in projects across multiple areas of innovation.
Audit Committee
The Audit Committee provides oversight to Equinix’s financial disclosures filed with the Securities and Exchange Commission (SEC). In 2022, this committee received updates related to the proposed SEC Climate-Related Disclosures, which are anticipated to be finalized in 2023.