Nanci Caldwell
Director at EQIX
Board
About Nanci Caldwell
Independent director at Equinix since December 2015; corporate director since 2005. Age disclosed as 67 in the Proxy Summary and 66 in the Director Nominee biography; independent under Nasdaq/SEC rules. Senior operating background includes EVP & Chief Marketing Officer at PeopleSoft (2001–2004) and 19 years in senior/executive sales and marketing roles at Hewlett-Packard (1982–2001). Core credentials: executive leadership, go‑to‑market depth, global experience, M&A and risk oversight, and extensive public company board experience .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| PeopleSoft | Executive Vice President & Chief Marketing Officer | 2001–2004 | Enterprise go‑to‑market and brand leadership |
| Hewlett‑Packard | Senior and executive sales & marketing roles (Canada/U.S.) | 1982–2001 | Deep enterprise sales, channel, and customer strategy experience |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Canadian Imperial Bank of Commerce (CIBC) | Director | Not disclosed | Financial services exposure; potential capital markets perspective |
| Procore Technologies, Inc. | Director | Not disclosed | Enterprise SaaS; construction tech ecosystem insight |
| Talend (past) | Director | Not disclosed | Data integration software |
| TIBCO Software (past) | Director | Not disclosed | Integration/analytics software |
| Deltek (past) | Director | Not disclosed | Project‑based ERP |
| Donnelley Financial Solutions (past) | Director | Not disclosed | Regulatory reporting services |
| Citrix Systems (past) | Director | Not disclosed | Virtualization/application delivery |
Board Governance
- Independence: Independent director; Board determined six of eight nominees are independent; exceptions are Executive Chairman Charles Meyers and CEO Adaire Fox‑Martin .
- Committees: Chair, Nominating & Governance; Member, Talent, Culture & Compensation (TCC) .
- Attendance/Engagement: In 2024 the Board held 8 meetings; committees held 55 meetings. Each incumbent director attended ≥75% of aggregate Board and applicable committee meetings .
- Committee activity: Nominating & Governance held 5 meetings (Caldwell chaired). TCC held 5 meetings (Caldwell member; Sandra Rivera chaired). Audit held 36 meetings driven by an independent investigation of short‑seller allegations; Audit concluded financial reporting was accurate and accounting practices appropriately represented operating performance .
| Committee | Caldwell Role | 2024 Meetings |
|---|---|---|
| Nominating & Governance | Chair | 5 |
| Talent, Culture & Compensation | Member | 5 |
| Board of Directors | Director (Independent) | 8 (Board total) |
Fixed Compensation
- Program: Non‑employee director annual cash retainer $75,000; additional retainers for committee service (chairs/members) and meeting fees above thresholds. Lead Independent Director retainer $50,000 (not applicable to Caldwell). Annual director RSU grant fair value $260,000; 338 RSUs granted in May 2024 at $767.53/share; typically vests fully by the first anniversary of the prior annual meeting or the next annual meeting; dividend equivalents accrue; deferral permitted. RSUs fully vest upon change‑in‑control if awards are not assumed .
- Caldwell 2024 compensation: $107,500 cash; $259,425 stock awards; total $366,925 (cash ~29.3%, equity ~70.7%, derived from disclosed amounts) .
| Component | Amount | Terms |
|---|---|---|
| Annual Board Retainer (cash) | $75,000 | Paid quarterly in arrears |
| Committee Retainers (cash) | N&G Chair $20,000; TCC Member $12,500 | Annual; paid quarterly |
| Meeting Fees (if above thresholds) | N&G Chair $5,000; member $3,000; thresholds: N&G 5; TCC 8 | Only above threshold |
| Caldwell – Fees Earned (2024) | $107,500 | Sum of retainers/fees for roles held |
| Annual RSU Grant (standard) | $260,000 fair value; 338 RSUs at $767.53/share | Service‑vesting to next annual meeting |
| Caldwell – Stock Awards (2024) | $259,425; 338 unvested RSUs at year‑end | Dividend equivalents accrue; deferral permitted |
Performance Compensation
- Directors do not receive performance‑vesting equity; Caldwell’s equity is service‑vesting RSUs .
- As TCC member, Caldwell oversees executive incentive metrics. 2024 Annual Incentive Program metrics: 50% Revenue, 50% AFFO/Share, ±10% strategic modifier (environmental/social and digital services goals). 2024 payouts: Revenue 87%, AFFO/Share 107%, strategic modifier 97.4%, overall 94% of target. LTI PSUs performance mix: Revenue 35%, AFFO/Share 35%, rTSR vs S&P 500 30%; each metric independent; max 200% payout; 2022 rTSR PSU paid at 84.8% vs Russell 1000 comparator (pre‑2024 index change) .
| Program | Metric | Weight | 2024 Payout |
|---|---|---|---|
| Annual Incentive | Revenue | 50% | 87% |
| Annual Incentive | AFFO/Share | 50% | 107% |
| Annual Incentive | Strategic Modifier | ±10% (applies to VP+) | 97.4% |
| Long‑Term PSUs | Revenue | 35% | In‑progress (2024–2026) |
| Long‑Term PSUs | AFFO/Share | 35% | In‑progress (2024–2026) |
| Long‑Term PSUs | rTSR vs S&P 500 | 30% | In‑progress (2024–2026) |
| Prior Cycle PSUs | 2022 rTSR (Russell 1000) | — | 84.8% payout |
Other Directorships & Interlocks
- Current public boards: CIBC; Procore Technologies. Past boards include Talend, TIBCO Software, Deltek, Donnelley Financial Solutions, Citrix Systems. No Equinix‑disclosed related‑party transactions involving Caldwell in 2024; related‑party section lists transactions for certain >5% holders and an employee relationship for another director’s family member, but none for Caldwell .
Expertise & Qualifications
- Executive leadership and enterprise go‑to‑market depth; global operator experience; public company M&A; risk management from operating roles and governance oversight; significant board experience across numerous issuers. Skills matrix highlights Executive Leadership, Go‑to‑Market, Global Experience/Perspective, M&A, Risk Management, Public Company Board .
Equity Ownership
| Holder | Shares Beneficially Owned | Notes |
|---|---|---|
| Nanci Caldwell | 3,849 shares; <1% | Includes 338 RSUs vesting within 60 days of Mar. 25, 2025; and 1,195 vested RSUs deferred for settlement at a later date. Compliant with director stock ownership guideline (≥6× annual cash retainer). No pledging disclosed for Caldwell . |
- Director Stock Ownership Guideline: ≥6× annual cash retainer; all directors compliant as of Dec. 31, 2024. Securities Trading Policy prohibits hedging and limits pledging; Recoupment Policy maintained per Rule 10D‑1/Nasdaq .
Governance Assessment
- Board effectiveness: Caldwell chairs Nominating & Governance, which oversees the GRCC/ERM framework, quarterly cybersecurity briefings, corporate responsibility, public policy, and Board evaluation—strong risk oversight and governance breadth .
- Independence and engagement: Independent status, leadership in N&G, and service on TCC with active 2024 committee cadence (N&G 5; TCC 5) support high governance involvement; ≥75% attendance threshold met by all incumbents .
- Compensation alignment: Director pay balanced between cash retainer and service‑vesting equity; equity is capped by plan terms and subject to robust governance (no liberal share recycling, no single‑trigger CIC acceleration unless awards not assumed, no repricing; director compensation limit) .
- Shareholder signals: 2024 Say‑on‑Pay approval 87.9% (up from ~74% prior year) and Audit Committee’s extensive investigation with conclusion of accurate reporting bolster investor confidence .
- RED FLAGS: None identified specific to Caldwell—no related‑party transactions, no pledging, no attendance shortfall disclosed. Company‑wide guardrails include anti‑hedging/limited pledging and recoupment policies; however, note pledging exists for other insiders (not Caldwell) and is overseen/approved by TCC .