Charles Meyers

About Charles Meyers

Charles Meyers is Executive Chairman of Equinix, Inc., serving on the Board since 2018 and transitioning from CEO and President to Executive Chairman in June 2024. He is 59 years old, is not an independent director under Nasdaq rules, and previously held senior operating roles at Equinix (Americas President, COO, President of Strategy/Services/Innovation) and earlier at VeriSign in messaging/mobile media and security product leadership . As Executive Chairman, he supports the CEO and Board, leads Board activities, defines agendas, and facilitates information flow and engagement with senior management and investors .

Past Roles

External Roles

Board Governance

• Independence and service: The Board determined Mr. Meyers (Executive Chairman) is not independent; he has served as a director since 2018 .
• Committee assignments: As Executive Chairman in 2024 he had no standing committee assignments; he served on the Stock Award Committee until June 2024 .
• Attendance and engagement: In 2024, the Board held 8 meetings and committees held 55; all incumbent directors attended at least 75% of aggregate Board/committee meetings. Mr. Meyers attended investor outreach meetings with the top 25 shareholders in Q4 2024 and shared feedback with the Board .
• Lead Independent Director: Christopher Paisley has served as Lead Independent Director since 2012; independent directors meet in private session and the Board conducts annual self-assessments .
• Audit Committee oversight: The Audit Committee conducted an independent investigation related to a short-seller report and concluded Equinix’s financial reporting and accounting practices appropriately represented operating performance .

Fixed Compensation

Notes: Executive annual incentives were paid in immediately vested RSUs in 2025 per company program design .

Performance Compensation

Additional context: At the 2024 annual grant cycle prior to finalizing succession, Mr. Meyers was awarded a $20M CEO grant, which was amended on June 3, 2024 to $8.415M in line with his transition to Executive Chairman and to recognize succession/ongoing contributions .

Other Directorships & Interlocks

Expertise & Qualifications

• Executive leadership in digital infrastructure; deep technology and market insight; global operating experience; go-to-market leadership; extensive M&A experience; led Equinix’s sustainability strategy as CEO .

Equity Ownership

Policies and alignment:

• Stock ownership guidelines: non-employee directors must hold ≥6x annual cash retainer; executives have 6x (CEO) and 3x (direct reports) salary thresholds; compliance assessed annually. All directors and all executives subject to the guidelines were in compliance as of Dec 31, 2024 .
• Securities policy: Prohibits hedging and limits pledging; derivatives/hedging transactions are not permitted .

Insider Trades (Form 4 and Trading Plans)

Note: Additional March 2025 Form 4 filings exist (with 10b5-1 references) per Equinix investor site; details available in the linked PDFs .

Governance Assessment

• Independence, roles and committees: Mr. Meyers is non-independent as Executive Chairman and held no standing committee seats in 2024 (served on Stock Award Committee until June 2024). Board leadership includes a long-tenured Lead Independent Director and regular independent sessions—supportive of balanced oversight .
• Attendance and engagement: Board/committee workload was elevated (notably 36 Audit meetings during the short-seller review), and all incumbents met ≥75% attendance. Mr. Meyers participated actively in shareholder outreach, a positive engagement signal .
• Pay-for-performance: 2024 equity for Mr. Meyers was reduced post-transition; long-term incentives emphasize financial metrics (Revenue, AFFO/Share) and rTSR with appropriate caps and clawback, aligning with shareholder interests. Annual incentives paid in vested RSUs enhances ownership alignment while maintaining performance linkage .
• Related parties and conflicts: No related-party transactions involving Mr. Meyers were disclosed. The proxy reports certain revenues from >5% shareholders’ affiliates and employment of a director’s family member; none implicate Mr. Meyers. Hedging prohibited and pledging limited; no pledges disclosed for Mr. Meyers .
• Say-on-Pay: 2024 program received 87.9% support, reflecting generally favorable shareholder sentiment toward compensation design changes (higher PSU weighting, rTSR cap) .
• Risk indicators: No legal proceedings, option repricings, tax gross-ups, or red-flag related party dealings associated with Mr. Meyers were disclosed; equity plan explicitly prohibits repricing and single-trigger change-in-control vesting .

Employment & Contract Terms (Executive Chairman)

• Executive Chairman Agreement (3/7/2024): Term through the 2025 Annual Meeting (unless earlier terminated for cause), $400,000 base salary post-transition, pro-rated 2024 bonus (150% pre-transition; 75% post-transition), continued eligibility for benefits, and pro-rata adjustment to 2024 equity at transition. No additional director compensation while serving as Executive Chairman .
• Severance: Agreement provides for termination for cause; does not detail cash severance benefits specific to the Executive Chairman role; prior severance agreement covenants remain in effect only for restrictive covenants; otherwise supplanted for cash severance by the Executive Chairman Agreement .

Director Compensation (Non-Employee Program – Context)

For context only (not applicable to Mr. Meyers during 2024): non-employee director annual cash retainer $75,000; committee chair/member retainers as disclosed; Lead Independent Director retainer $50,000; annual RSU grant $260,000 grant-date fair value; meeting fees above thresholds; all governed by caps and plan terms . Mr. Meyers did not receive director compensation while serving as CEO/Executive Chairman .

Equity Ownership

Say-on-Pay & Shareholder Feedback

• Say-on-Pay approval: 87.9% support at the 2024 Annual Meeting .
• Shareholder engagement: Proactive outreach to top 25 shareholders (representing >55% outstanding) in Q4 2024; meetings covered governance, sustainability, human capital, and executive compensation; Mr. Meyers attended all meetings that occurred .

RED FLAGS (none material disclosed)

• No related-party transactions involving Mr. Meyers; no hedging or pledging flagged for him; no option repricing; equity plan disallows repricing and single-trigger CIC; insider sales conducted under a pre-established Rule 10b5-1 plan .

Summary Compensation Table (Mr. Meyers, 2024)