Gary Hromadko
About Gary Hromadko
Gary Hromadko, age 72, has served as an independent director of Equinix since June 2003. He is a private investor and former venture partner at Crosslink Capital (2002–2017), bringing deep capital markets and technology-sector expertise, including networking, cloud, and infrastructure services. His board-relevant credentials emphasize digital infrastructure insight, corporate finance, and long-tenured public company board experience.
Past Roles
| Organization | Role | Tenure | Notes/Impact |
|---|---|---|---|
| Crosslink Capital | Venture Partner | 2002–2017 | Invested across networking, cloud and infrastructure services; capital markets perspective |
| Carbonite | Director | Past | Public company board experience (prior service) |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Self | Private Investor | Current | Focus on technology and infrastructure sectors |
| — | Current public company boards | — | None disclosed beyond Equinix |
Board Governance
- Committee memberships and chair roles: Chair, Finance Committee; Chair, Real Estate Committee; Member, Nominating and Governance Committee (joined March 2024) .
- Independence status: Independent director; the Board has determined six of eight 2025 nominees are independent (excluding Executive Chairman and CEO) .
- Attendance and engagement: In 2024, the Board held 8 meetings; committees held 55 meetings. Each incumbent director attended at least 75% of aggregate Board and committee meetings. Committee activity included Audit (36), Finance (4), Nominating and Governance (5), and Real Estate (5) .
- Lead Independent Director: Christopher Paisley (Lead Independent Director since February 2012) .
- Investor engagement: Proactive outreach to the 25 largest shareholders (~55% of shares) in Q4 2024; feedback conveyed to Board and committees .
- Election support signal (2024 Annual Meeting): Votes for Hromadko 78,965,996; against 2,905,472; abstain 42,036; broker non-votes 3,716,128 .
Fixed Compensation
| Metric | 2023 | 2024 |
|---|---|---|
| Fees Earned or Paid in Cash ($) | $127,500 | $120,667 |
| Stock Awards ($) | $249,663 | $259,425 |
| Total ($) | $377,163 | $380,092 |
- Program terms (2024): Board annual retainer $75,000; committee chair/member retainers—Audit $35,000/$15,000; Finance $12,500/$5,000; Nominating and Governance $20,000/$10,000; Real Estate $25,000/$12,500; Talent, Culture and Compensation $25,000/$12,500; lead independent director retainer $50,000; meeting fees apply only above thresholds (e.g., Audit chair $5,000, member $3,000; thresholds set per committee) .
- Non-employee director compensation cap: $750,000 annually (may be increased by $200,000 for special service only with Board determination) .
Performance Compensation
| Component | 2023 | 2024 |
|---|---|---|
| Annual Director RSUs (Grant date fair value) | $250,000 (standard annual award; program value) | $260,000 (standard annual award; program value) |
| Shares Granted (#) | 353 shares (typical annual award to each continuing director) | 338 shares (typical annual award to each continuing director) |
| Grant-Date Price ($/share) | $707.26 per share (illustrative from 2023 grants) | $767.53 per share (illustrative from 2024 grants) |
| Vesting | Fully vests on the earlier of (i) first anniversary of the immediately preceding annual meeting or (ii) next annual meeting date if not standing for reelection; dividend equivalent units accrue; directors may elect deferral of RSU settlement | |
| Change-in-control treatment | RSUs become fully vested if Equinix is subject to a change-in-control; partial acceleration upon death to the next vesting date |
Note: Equinix does not use performance-vested equity for directors; RSUs are time-based with standard governance safeguards (no liberal share recycling; dividend equivalents paid only upon vesting) .
Other Directorships & Interlocks
| Company | Role | Current/Past | Notes |
|---|---|---|---|
| Carbonite | Director | Past | No Equinix-related interlock or related-party disclosure identified |
Expertise & Qualifications
- Digital infrastructure and relevant technology depth: Understanding of current technologies and trends shaping Equinix’s strategy; investor experience in networking, cloud, infrastructure services .
- Capital markets and corporate finance: Extensive experience supporting fundraising, investment decisions, and capital allocation .
- Public company board experience and institutional knowledge: Valuable perspective from long tenure on Equinix’s Board .
Equity Ownership
| Metric | As of Mar. 26, 2024 | As of Mar. 25, 2025 |
|---|---|---|
| Total Beneficial Ownership (shares) | 142,047 | 142,385 |
| % of Shares Outstanding | <1% | <1% |
| Pledged Shares (collateral) | 21,770 (pledge approved by Talent, Culture and Compensation Committee) | 21,770 (pledge approved by Talent, Culture and Compensation Committee) |
| Unvested RSUs Held | 353 unvested RSUs were typical across directors as of 12/31/2023; Hromadko held 338 unvested RSUs as of 12/31/2024 (including accrued dividend equivalents) | |
| Ownership Guideline Compliance | Directors must hold ≥6x annual cash retainer; all directors were in compliance at year-end |
Policy notes: Hedging is prohibited and pledging is limited under the Securities Trading Policy; Hromadko’s legacy pledge was approved consistent with policy oversight .
Governance Assessment
- Board effectiveness and alignment: Hromadko chairs two capital-intensive oversight committees (Finance and Real Estate), central to Equinix’s REIT capital planning and global development pipeline—supports disciplined capital allocation and risk oversight. Committee activity in 2024 included 4 Finance and 5 Real Estate meetings; Audit’s elevated cadence (36) reflected an independent investigation resolving short-seller allegations, concluding reporting was appropriate .
- Independence and engagement: Independent director with long tenure; Board reported ≥75% attendance by incumbents in 2024; broad investor outreach indicates robust engagement with governance topics .
- Compensation and ownership alignment: Standard director retainer structure plus annual RSUs with vesting safeguards and a non-employee director compensation cap. Ownership guideline compliance reinforces alignment; RSU deferral feature facilitates long-term holding .
- Shareholder signals: 2024 advisory Say-on-Pay passed with ~87.9% support (vs. ~74% prior year), following program enhancements—positive sentiment for compensation governance. Hromadko’s 2024 director election received strong support (78.97M “For” vs. 2.91M “Against”) .
- Potential conflicts and RED FLAGS: Shares pledged as collateral (21,770) represent an alignment risk signal; however, the pledge was formally approved by the Talent, Culture and Compensation Committee and exists within a policy framework that prohibits hedging and limits pledging—continued monitoring warranted. No related-party transactions disclosed for Hromadko; general related-party revenues disclosed for >5% shareholders (Vanguard, BlackRock, State Street) are routine customer relationships .