Adaire Fox-Martin
About Adaire Fox-Martin
Adaire Fox-Martin is Chief Executive Officer and President of Equinix, appointed effective June 3, 2024, and has served on Equinix’s Board since 2020; she is 60 years old and not considered independent due to her executive role . She holds a Bachelor of Arts from Trinity College Dublin and previously led Google Cloud’s global go-to-market and served on SAP’s Executive Board, with earlier senior roles at Oracle, bringing extensive cloud, enterprise software, and go-to-market expertise across EMEA and APJ . Company performance underlying executive incentives shows 2024 revenues +7%, AFFO/share +9% to $35.02, and 24.47% TSR over 2022–2024 (including reinvested dividends), framing the pay-for-performance context for her compensation programs .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Google Cloud | President, Go-to-Market; Head of Google Ireland | 2021–2024 | Led global sales, services, partners, and customer success; scaled cloud GTM |
| Google Cloud International | President | 2022–2023 | Regional leadership across international markets |
| Google Cloud EMEA | President | 2021–2022 | Drove EMEA go-to-market execution |
| SAP SE | Executive Board Member, Global Customer Operations; President; COO; SVP Industry Solutions | 2008–2021 | Enterprise software operations, global sales leadership, industry strategy |
| Oracle | Vice President, Government Education & Healthcare; various management roles | 1989–2007 | Public sector enterprise software strategy and sales |
External Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| SAP SE | Director (Public Company Board) | Prior to 2024 | Past public company board service |
Fixed Compensation
| Component | Value | Notes |
|---|---|---|
| Base Salary (CEO) | $1,000,000 | Effective upon CEO appointment |
| Target Annual Bonus | 150% of base salary | First year not prorated |
| 2024 AIP Payout | 94% of target | Company-wide AIP result |
| 2024 AIP Delivery | 1,649 RSUs | Fully vested RSUs granted 3/12/2025; $1,409,879 grant-date fair value |
Performance Compensation
| Program | Metric | Weight | Threshold | Target | Max | Adjusted Result | % Achieved | Payout | Vesting/Notes |
|---|---|---|---|---|---|---|---|---|---|
| Annual Incentive (AIP) FY2024 | Revenue | 50% | $8,275.5M | $8,710.9M | n/a | $8,653M | 99% | 87% | Min threshold on both Revenue and AFFO/share required; max total payout capped at 132% with strategic modifier |
| Annual Incentive (AIP) FY2024 | AFFO/Share | 50% | $32.97 | $34.70 | $35.74 | $34.89 | 101% | 107% | Above-target tied primarily to AFFO/share performance |
| Annual Incentive (AIP) FY2024 | Strategic Modifier (ESG & Digital Services) | ±10% | n/a | n/a | n/a | 96%/102%/96% | n/a | 97.4% multiplier | Digital services component adjusted due to Equinix Metal discontinuation |
| Long-Term Incentive (LTI) 2024 | Financial PSUs (Revenue, AFFO/Share) | Part of 67% performance mix | Plan metrics as above | One-year performance | 200% cap | In progress | n/a | n/a | One-year performance, two-year service tail to encourage retention |
| Long-Term Incentive (LTI) 2024 | rTSR PSUs (vs. S&P 500 TR) | Part of 67% performance mix | n/a | 3-year period | 200% cap (capped at target if absolute TSR negative) | In progress | n/a | n/a | Comparator updated from Russell 1000 to S&P 500 TR; payout capped if absolute TSR < 0 |
Equity Ownership & Alignment
| Item | Value | Notes |
|---|---|---|
| Beneficial Ownership (as of 3/25/2025) | 7,975 shares | Includes 1,056 vested RSUs with deferred settlement from pre-CEO board service |
| Beneficial Ownership History | 2022: 727; 2024: 1,444; 2025: 7,975 | Growth in holdings across years |
| Ownership % of Outstanding | <1% | As disclosed |
| Stock Ownership Guideline | 6x base salary for CEO; 3x for direct reports | Amended Feb 2024; 5 years to comply; all executives in compliance as of 12/31/2024 |
| Hedging/Pledging | Hedging prohibited; pledging limited by policy approval | Securities Trading Policy; no pledging disclosure for Fox-Martin |
| AIP Settlement | Paid in immediately vested RSUs | Broad-based alignment; fractional RSUs paid in cash |
| Options Outstanding | None disclosed | Equity mix is RSUs/PSUs; no options shown in grants |
Employment Terms
| Term | Detail | Notes |
|---|---|---|
| Start Date | June 3, 2024 | CEO appointment effective |
| Agreement Term | 3-year term; auto-renews for 3-year periods unless non-renewal notice 6 months prior | Severance Agreement |
| Severance (Non-CIC) | 1x base salary + target bonus; pro-rata bonus (based on actual performance); 1 year service vesting credit on outstanding equity (Sign-on RSUs fully accelerate); 18 months COBRA | Requires signed release; timing rules per 409A |
| Severance (CIC) | 2x base salary + target bonus; pro-rata bonus (based on actual performance); full equity acceleration; 18 months COBRA | Applies for termination without Cause or resignation for Good Reason within 3 months before/12 months after CIC |
| Good Reason/Cause | Defined; cure and notice periods specified | Material diminution, pay cut limits, relocation >30 miles; Cause definition enumerated |
| Non-Compete/Non-Solicit | Non-compete during employment; Non-solicit 12 months post-separation | Cooperation and mutual non-disparagement for 12 months |
| Clawback | Covered executive under Compensation Recoupment Policy | Offer letter Annex A; Recoupment Policy on 10-K Exhibit 97.1 |
| 280G Taxes | Best-after-tax cutback; no excise tax gross-up | Independent tax firm determination; possible repayment to maximize after-tax outcome |
Performance Compensation – Award Detail
| Award | Target Value | Shares/Units | Vesting |
|---|---|---|---|
| 2024 Financial PSUs (Revenue, AFFO/Share) | Part of $18,000,000 LTI | 11,237 target shares | Earn by 2024 performance; service tail thereafter |
| 2024 rTSR PSUs (S&P 500 TR) | Part of $18,000,000 LTI | 4,782 target shares | Earn over 2024–2026; capped if absolute TSR negative |
| 2024 Service-based RSUs | Part of $18,000,000 LTI | 7,890 shares | 3 equal tranches on first trading day on/after Jan 15, 2025, 2026, 2027 |
| Sign-on RSUs (Make-whole) | $17,000,000 | 22,581 shares | 25% vest each six-month anniversary of Effective Date (fully vests at 2 years); accelerates on termination without Cause or for Good Reason |
Board Governance
| Topic | Detail | Notes |
|---|---|---|
| Board Service | Director since 2020; CEO and President | Not independent due to executive role |
| Committee Memberships | Stock Award Committee (since June 2024); previously Nominating & Governance (until March 2024) | Transitions aligned with CEO appointment |
| Board Leadership | Executive Chairman: Charles Meyers; Lead Independent Director: Christopher Paisley | Independent oversight structure and executive sessions |
| Board/Committee Meetings | 2024: Board 8; Audit 36; Finance 4; Nominating & Governance 5; Real Estate 5; Stock Award typically by written consent; TCC 5 | Audit Committee met frequently due to short-seller report investigation |
| Attendance | Each incumbent director ≥75% of aggregate Board and committee meetings | 2024 attendance disclosure |
Director Compensation
| Item | Detail | Notes |
|---|---|---|
| Employee Director Treatment | No director equity grant; compensation solely as CEO | Offer letter terms |
| 2024 Director RSUs | $260,000 grant to non-employee directors; Fox-Martin did not receive the annual award in 2024 | RSU vesting cadence; deferral available |
| Pre-CEO Board Fees | $33,500 cash fees for service prior to CEO role (2024) | Prorated retainers |
Say-on-Pay & Shareholder Feedback
- 2024 say-on-pay approval approximately 87.9%, reflecting support for program enhancements and increased performance-based equity weighting .
- 2025 annual meeting results: Adaire Fox-Martin reelected with 81,934,402 “For” votes; NEO compensation approved with 74,003,340 “For” votes; stockholders approved the 2020 Equity Plan amendment adding 3.3 million shares .
Other Director/Insider Trading Arrangements
- Rule 10b5-1 trading plans disclosed for Q3 2025 did not list Adaire Fox-Martin; plans were adopted by the Executive Chairman, a director, and the Chief Customer and Revenue Officer in that quarter .
- Securities Trading Policy prohibits hedging and restricts certain derivative transactions; pledging is limited and requires approval .
Investment Implications
- Compensation alignment: 67% of LTI value is performance-based (financial PSUs and rTSR PSUs), with rTSR capped at target if absolute TSR is negative, reinforcing risk-aware pay-for-performance .
- Retention and vesting cadence: Multi-year vesting for service RSUs (2025–2027) and semi-annual vesting of make-whole RSUs through two years post-hire support retention but create scheduled equity delivery events .
- Ownership and governance: CEO ownership guideline of 6x salary and broad prohibition on hedging strengthen alignment; dual role is mitigated by an Executive Chairman and a Lead Independent Director structure .
- Change-in-control economics and clawbacks: Double-trigger CIC with 2x cash severance and full equity acceleration, best-after-tax 280G approach (no gross-up), and formal recoupment policy provide balanced protections and shareholder safeguards .