EQUINIX INC 8-K

What Happened

• On February 6, 2026, Equinix’s Talent, Culture and Compensation Committee adopted an Executive Severance Plan to standardize separation benefits for eligible executives (Participants) and approved the Equinix 2026 Global Annual Incentive Plan for eligible employees, including executive officers. The Form 8-K was filed February 12, 2026.
• Under the new Severance Plan, typical involuntary terminations without Cause (or resignations for Good Reason) entitle Participants to 12 months of pay equal to base salary plus target annual bonus (paid over 12 months), any earned but unpaid annual bonus for the prior fiscal year, continued equity vesting for 12 months, up to 12 months of group health/COBRA coverage, and up to $10,000 in outplacement services. For terminations within three months before, or 12 months after, a change in control, Participants receive a lump-sum equal to 2x base salary plus target bonus, accelerated vesting of 100% of outstanding equity (except certain performance-based awards), up to 18 months health/COBRA, and up to $10,000 outplacement. Severance payments are conditioned on a release of claims.
• Equinix’s CEO, Adaire Fox-Martin, is not in the Severance Plan. The company and Ms. Fox-Martin entered an Amended and Restated Severance Agreement (dated February 6, 2026) that removes a prior three-year term, adds continued equity vesting for 12 months after termination (absent a change in control), and adds up to $10,000 in outplacement services.
• The 2026 Global Annual Incentive Plan sets executive target bonuses at 100%–200% of base salary, to be paid to U.S.-based executives in fully vested RSUs (cash for non-U.S. employees). Awards for executive officers are capped at a maximum payout of 132% of target. Performance metrics are revenue (50%) and AFFO/Share (50%), with a Strategic Modifier (± up to 10%) for VP-level and above tied to interconnection revenue growth and ESG-related metrics. Funding and payouts include specific adjustments: for every 1% below target in revenue or AFFO/Share, the respective pool is reduced by 20%; AFFO/Share over target increases that pool by 13.33% per 1% up to +3% max; no bonuses are paid if either metric is ≤95% of goal. The Committee may also reduce or eliminate awards in its discretion.

Key Details

• Severance (standard): 12 months of base salary + target bonus paid over 12 months; 12 months continued equity vesting; up to 12 months health/COBRA; up to $10,000 outplacement.
• Change-in-Control severance: lump-sum = 2x (base salary + target bonus); 100% accelerated equity vesting (except certain performance-based awards); up to 18 months health/COBRA.
• CEO amendment (Adaire Fox-Martin): removed three-year term; added 12 months continued equity vesting post-termination (no CIC); added $10,000 outplacement.
• 2026 Incentive Plan: target bonuses 100%–200% of salary, paid in vested RSUs for U.S. execs; payout cap 132% of target; metrics = 50% revenue / 50% AFFO/Share; Strategic Modifier ±10%.

Why It Matters

• Standardizing severance creates clearer, more predictable severance obligations for Equinix and executives, which can reduce ad hoc payouts but may increase disclosed potential liabilities (especially for change-in-control scenarios that accelerate equity vesting).
• Paying 2026 executive bonuses in fully vested RSUs (for U.S. executives) conserves cash and aligns pay with shareholder value, but could result in additional share-based compensation and potential dilution when RSUs vest.
• The 2026 bonus plan’s strong linkage to revenue and AFFO/Share (with explicit cutoffs and steep reductions below target) signals the company’s focus on these financial metrics; the Strategic Modifier adds a governance/strategy component for senior leaders.
• All severance payments require an executed release; final terms and full plan documents will be filed in Equinix’s Form 10-Q for the quarter ending March 31, 2026.