Fidelma Russo
Director at EQIX
Board
About Fidelma Russo
Fidelma Russo, age 61, is an independent director at Equinix and has served on the Board since June 2022. She is a member of the Audit Committee. Outside Equinix, she is Executive Vice President & General Manager of Hybrid Cloud (since 2023) and Chief Technology Officer (since 2021) at Hewlett Packard Enterprise (HPE). Her background spans senior technology leadership at VMware and Iron Mountain, with expertise in servers, storage, networking, cloud services, and REIT board experience via SBA Communications .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| VMware | SVP & GM, Cloud Services Business Unit | 2020–2021 | Led cloud services strategy and execution |
| Iron Mountain, Inc. | CTO and EVP (various senior leadership roles) | 2017–2020 | Technology transformation in data storage/services |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Hewlett Packard Enterprise (HPE) | EVP & GM, Hybrid Cloud | Since 2023 | Senior operating executive |
| Hewlett Packard Enterprise (HPE) | Chief Technology Officer | Since 2021 | Technology leadership role |
| SBA Communications | Director (Past) | Not disclosed | REIT board experience |
Board Governance
- Independence and tenure: Independent Director since June 2022; the Board determined six of eight nominees are independent (excluding CEO and Executive Chairman) .
- Committee assignment: Audit Committee member alongside Thomas Olinger and Christopher Paisley (Chair; Olinger and Paisley designated audit financial experts) .
- Attendance and engagement: Board held 8 meetings and committees held 55 in 2024; each incumbent director attended at least 75% of aggregate Board/committee meetings. Audit Committee held 36 meetings in 2024 due to an independent investigation into a short-seller report; the Audit Committee concluded Equinix’s financial reporting was accurate and accounting appropriately represented operating performance .
- Stockholder engagement: Board leadership and IR engaged major holders and conducted broad outreach; say-on-pay support was ~87.9% in 2024 .
- Governance policies: Majority vote standard; proxy access; stockholder rights to call special meetings and act by written consent; hedging prohibited and pledging limited; recoupment policy compliant with Rule 10D-1 .
Fixed Compensation
| Component (Russo – 2024) | Amount ($) |
|---|---|
| Fees Earned or Paid in Cash | 135,000 |
| Stock Awards (RSUs) | 259,425 (338 RSUs @ $767.53 grant-date price) |
| Total | 394,425 |
Program structure (context for director pay):
- Board annual retainer: $75,000 (cash) .
- Committee annual retainers (chair/member): Audit $35,000/$15,000; Finance $12,500/$5,000; Nominating & Governance $20,000/$10,000; Real Estate $25,000/$12,500; Talent, Culture & Compensation $25,000/$12,500; Stock Award: none .
- Meeting fees above thresholds: Audit $5,000 chair/$3,000 member (threshold 12); Finance $5,000/$3,000 (threshold 6); Nominating & Governance $5,000/$3,000 (threshold 5); Real Estate $5,000/$3,000 (threshold 8); Talent, Culture & Compensation $5,000/$3,000 (threshold 8) .
- Annual director RSU grant: $260,000 grant-date fair value; RSUs vest on the earlier of first anniversary of the immediately preceding annual meeting or (for directors not standing for re-election) the next annual meeting; dividend equivalents accrue; deferral of settlement permitted; RSUs fully vest upon change-in-control; death accelerates the portion that would vest next .
- Non-employee director compensation cap: $750,000 annually, with a possible $200,000 increase for special service (requires Board determination) .
Performance Compensation
Directors are not subject to performance-based pay at Equinix; equity grants are service-vesting RSUs . For pay-for-performance context (executives), 2024 incentives were tied to financial and strategic metrics:
| Program | Metric | Weight | 2024 Payout |
|---|---|---|---|
| Annual Incentive | Revenue | 50% | 87% |
| Annual Incentive | AFFO/Share | 50% | 107% |
| Annual Incentive | Strategic Modifier (±10%) | — | 97.4% applied |
| Annual Incentive | Overall Payout | — | 94% of target |
| Long-Term Incentive (PSUs) | Revenue | 35% | In progress (2024–2026) |
| Long-Term Incentive (PSUs) | AFFO/Share | 35% | In progress (2024–2026) |
| Long-Term Incentive (PSUs) | rTSR vs S&P 500 TR | 30% | In progress (2024–2026); cap applies if absolute TSR negative |
Other Directorships & Interlocks
| Company | Role | Status/Tenure | Notes |
|---|---|---|---|
| SBA Communications | Director | Past | REIT experience; no Equinix-related party transaction disclosed |
Expertise & Qualifications
- Extensive technology leadership across servers, storage, networking, cloud services, ML/analytics, global IT and infrastructure; customer perspective relevant to Equinix’s platform strategy .
- Global executive experience; product go-to-market; REIT board experience .
- Added in 2022 to strengthen Board’s technological expertise for platform strategy evolution .
Equity Ownership
| Metric | Value |
|---|---|
| Shares Beneficially Owned | 691; less than 1% of outstanding |
| Unvested RSUs Held (as of 12/31/2024) | 338 (including dividend equivalents) |
| Pledged Shares | None disclosed for Russo (pledging noted only for other individuals) |
| Director Stock Ownership Guideline | ≥6x cash annual retainer; compliance measured annually |
| Compliance Status (12/31/2024) | All directors in compliance |
Governance Assessment
- Board effectiveness: Russo’s Audit Committee role during a high-intensity year (36 meetings) reflects deep engagement; the Audit Committee’s independent investigation concluded financial reporting accuracy, supporting investor confidence .
- Independence and alignment: Independent status, ownership guideline compliance, and time-based RSU structure (with change-in-control protections) align director incentives with shareholders without short-term risk-taking bias .
- Compensation appropriateness: 2024 director compensation for Russo ($135k cash; $259k RSUs) is consistent with program structure and heavy Audit workload; program caps and governance features mitigate pay inflation risk .
- Related-party/conflict review: Equinix discloses related-party policies and 2024 transactions; no Russo-specific related-party transactions disclosed (major holders and one director family employment noted) .
- Investor signals: Strong 2024 say-on-pay (~87.9%) and robust stockholder outreach highlight governance responsiveness; independent director majority and rights (proxy access, majority voting, no supermajority) reinforce governance quality .
RED FLAGS: None disclosed specific to Russo—no attendance issues, no pledging, and no related-party exposure identified. Monitoring advisable for potential ecosystem overlaps given her HPE executive role, though no transactions were disclosed in 2024 .