Brandi Galvin Morandi
Chief People Officer at EQIX
Executive
About Brandi Galvin Morandi
Brandi Galvin Morandi is Equinix’s Chief People Officer (since 2024), previously Chief Legal Officer and Human Resources Officer (2019–2024) and earlier Chief Legal Officer, General Counsel and Secretary (2003–2019). She is 52 and joined Equinix in 2003 after serving as a corporate attorney at Gunderson Dettmer (1997–2003) . Company performance underpinning incentive design: 2024 revenues +7%, AFFO/share +9%, and 3-year stock price total return of 24.47% through 12/31/2024 (basis for PSU TSR measurement) .
Past Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| Equinix | Chief People Officer | 2024–Present | Executive leadership over global human capital programs; member of executive staff shaping incentive design tied to AFFO/Share, revenue, and rTSR |
| Equinix | Chief Legal Officer and Human Resources Officer | 2019–2024 | Led legal and HR functions during period of enhanced performance-based equity weighting and refined PSU metrics |
| Equinix | Chief Legal Officer, General Counsel and Secretary | 2003–2019 | Oversaw legal function during sustained growth and REIT operations |
| Gunderson Dettmer | Corporate Attorney | 1997–2003 | Corporate legal practice prior to joining Equinix |
External Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| — | — | — | No external public company directorships disclosed for Morandi |
Fixed Compensation
| Metric | FY 2022 | FY 2023 | FY 2024 |
|---|---|---|---|
| Base salary ($) | 620,000 | 620,000 | 620,000 |
| Target bonus (% of base) | — | 100% | 100% |
| Actual annual incentive payout ($) | — | — | 582,800 (paid as fully vested RSUs) |
| RSUs issued for annual incentive (shares) | — | — | 681 (granted 3/12/2025 at $854.99) |
Notes: Executive annual incentives are paid in immediately vested RSUs; fractional shares are settled in cash and appear in the “Non-Equity Incentive Plan Compensation” column of the SCT .
Performance Compensation
-
Annual Incentive Program (AIP) – 2024 design and outcomes:
- Metrics and weights: Revenue 50%, AFFO/Share 50%, with a ±10% strategic modifier (ESG and digital services objectives for VP+ only) .
- Targets vs results:
- Revenue: Threshold $8,275.5M; Target $8,710.9M; Adjusted result $8,653M; 99% of target; 87% payout for revenue component .
- AFFO/Share: Threshold $32.97; Target $34.70; Adjusted result $34.89; 101% of target; 107% payout for AFFO/Share component .
- Strategic modifier: 97.4% (Environmental 102%, Social 96%, Digital Services 96% using July 2024 forecast for Metal wind-down) .
- Total AIP payout: 94% of target; Morandi received $582,800 paid in fully vested RSUs (681 shares on 3/12/2025) .
-
Long-Term Incentive (LTI) – 2024 program:
- Mix: 67% PSUs (financial + rTSR), 33% time-based RSUs; PSU metrics: one-year Revenue and AFFO/Share financial PSUs plus 3-year rTSR vs S&P 500 Total Return Index with a cap at target if absolute TSR is negative .
- 2024 Financial PSUs (one-year performance; then 2-year service tail): Company achieved 95% of target overall (Revenue 87% payout; AFFO/Share 104% payout) .
- 2022 TSR PSUs (3-year): Payout certified at 84.83% of target (Russell 1000 comparator for that cycle) .
2024 Award Components and Vesting
| Award type | Grant date | Target shares | Vesting / performance terms | 2024 result |
|---|---|---|---|---|
| Financial PSUs (Revenue/AFFO/Share) | 3/7/2024 | 3,275 | Earned on 2024 results; 50% vests at certification (Feb 2025), 25% on 2/15/2026, 25% on 2/15/2027 (service) | 3,111 earned (95%); 1,556 vested 2/18/2025; 1,555 banked |
| rTSR PSUs (SPTR comparator) | 3/7/2024 | 1,393 | 3-year relative TSR to 12/31/2026; vest early 2027; cap at target if absolute TSR negative | In progress |
| Time-based RSUs | 3/7/2024 | 2,299 | 1/3 on first trading day on/after Jan 15 of 2025, 2026, 2027 | Scheduled |
| AIP RSUs (2024 bonus) | 3/12/2025 | 681 | Fully vested upon grant as AIP settlement | N/A |
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Total beneficial ownership | 8,377 shares; <1% of outstanding |
| Stock ownership guidelines | CEO 6x salary; direct reports (incl. Morandi) 3x salary; all executives in compliance as of 12/31/2024 |
| Hedging/pledging | Hedging prohibited; pledging prohibited absent case-by-case exception; exceptions disclosed for others, none noted for Morandi |
| Upcoming vesting/supply | Time-based RSUs vest Jan 2025/2026/2027; Financial PSUs banked tranches vest in 2026/2027; rTSR PSUs cliff-vest early 2027 if earned |
Employment Terms
- Employment/agreements: Equinix uses at-will offer letters; separate severance agreements cover executives; no defined benefit pension/SERP; no employment term .
- Clawback: Policy adopted in compliance with Rule 10D-1 and Nasdaq; applies to incentive compensation .
- Non-compete/solicit: Non-compete applies during employment; non-solicit, cooperation, and non-disparagement covenants in severance agreements .
Severance Economics (as of 12/31/2024)
| Scenario | Cash severance multiple | COBRA | Estimated total cash ($) |
|---|---|---|---|
| Involuntary termination (no CIC) | 1.0x base + 1.0x target bonus | Up to 12 months | 1,267,559 (620,000 base; 620,000 bonus; 27,559 COBRA) |
| Double-trigger CIC (termination following CIC window) | 2.0x base + 2.0x target bonus | Up to 24 months | 2,535,118 (1,240,000 base; 1,240,000 bonus; 55,118 COBRA) |
- Equity acceleration on CIC:
- If awards not assumed/substituted or upon double-trigger: estimated value $20,687,475 (assumes specified performance treatments and 12/31/2024 price $942.89) .
- Financial PSUs convert to service-based upon CIC (if before performance period end); rTSR PSUs earned on shortened period then service-vest through original end .
Compensation Structure Analysis
- Increased performance weighting: PSU weighting raised to 67% in 2024 from 60% in 2023, sharpening pay-for-performance alignment (metrics: revenue, AFFO/Share, rTSR) .
- AIP paid 94% of target for 2024, reflecting below-target revenue but above-target AFFO/Share; strategic modifier at 97.4% after Metal wind-down adjustment .
- Equity mix and vehicles: No stock options; awards are RSUs and PSUs with dividend equivalents that vest only if/when awards vest; rTSR uses S&P 500 TR comparator with cap when absolute TSR negative .
- Year-over-year mix for Morandi: Base unchanged at $620k (2022–2024); stock awards modestly higher in 2024 ($7.13M) vs 2023 ($6.99M) and 2022 ($6.30M), reflecting program design and award sizing .
Governance, Peer Benchmarking, and Say-on-Pay Context
- Peer group: Mixed technology and REIT peers (21 companies) to reflect hybrid tech/REIT profile; committee does not target a fixed percentile; independent consultant (Compensia) advises .
- Risk controls: Annual risk assessment concluded programs are not reasonably likely to have a material adverse effect; ownership guidelines; clawback; no hedging; pledging restricted; capped payouts .
- Say-on-Pay: 2024 support improved to ~87.9% (from 74% prior year); 2025 program retained core features following investor feedback .
Risk Indicators & Red Flags
- Hedging/pledging: Hedging prohibited; pledging restricted with exceptions—no exception disclosed for Morandi (exceptions noted for two others) .
- Recoupment (clawback): In place per Rule 10D-1/Nasdaq .
- Section 16 compliance: Company states all insiders filed timely in 2024 .
- Audit oversight: 36 Audit Committee meetings in 2024 due to short-seller report; independent investigation concluded financial reporting and accounting practices were appropriate .
Equity Detail Snapshot (Selected Outstanding/2024 Activity)
| Category | Shares | Notes |
|---|---|---|
| Beneficial ownership | 8,377 | As of 3/25/2025; <1% of outstanding |
| 2024 Financial PSUs earned | 3,111 | 95% of 3,275 target; 50% vested 2/18/2025; remainder vests 2026/2027 |
| 2024 rTSR PSUs target | 1,393 | 3-year performance vs SPTR to 12/31/2026 |
| 2024 time-based RSUs | 2,299 | Vest Jan 2025/2026/2027 |
| 2024 AIP RSUs | 681 | Fully vested on 3/12/2025 |
Investment Implications
- Alignment: Morandi’s pay is highly performance-levered (67% PSU weighting), with AIP and LTI metrics centered on AFFO/Share, revenue, and rTSR; AIP paid below target in 2024 due to revenue underperformance despite profitability outperformance .
- Supply/vesting overhang: Multiple vesting events in early 2026 and 2027 (banked financial PSUs and time-based RSUs) and potential 2027 rTSR cliff vesting could create episodic insider selling windows; however, hedging is prohibited and pledging exceptions were not disclosed for Morandi .
- Retention/CIC economics: Double-trigger CIC cash severance of 2.0x salary+bonus plus substantial equity acceleration potential ($20.7M at 12/31/2024 price) may reduce retention risk during strategic events, but implies material dilution/overhang consideration for shareholders in a sale context .
- Governance quality: Strong Say-on-Pay support (~88%), independent compensation oversight, clawback, and ownership guidelines collectively lower governance risk; audit committee’s extensive 2024 oversight adds comfort on financial reporting integrity .