DIGITAL REALTY TRUST, INC. - DEF 14A

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934 (Amendment No. )

Filed by the Registrant

Filed by a Party other than the Registrant

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	Preliminary Proxy Statement
	Confidential, for use of the Commission only (as permitted by Rule 14a-6(e)(2))
	Definitive Proxy Statement
	Definitive Additional Materials
	Soliciting Material Pursuant §240.14a-12

DIGITAL REALTY TRUST, INC.

(Name of Registrant as Specified In Its Charter)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check all boxes that apply):
	No fee required
	Fee paid previously with preliminary materials
	Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11

Andrew P. Power

President & Chief Executive Officer

Message from Our President & Chief Executive Officer

Dear Stockholder:

You are cordially invited to attend the 2025 Annual Meeting of Stockholders (the Annual Meeting) of Digital Realty Trust, Inc., a Maryland corporation (the Company), to be held on June 6, 2025, at 10:00 a.m. CDT, at 2323 Bryan Street, Suite 1800, Dallas, TX 75201.

The purposes of this year’s Annual Meeting are to:

(i)

consider and vote upon the election of VeraLinn Jamieson, Kevin J. Kennedy, William G. LaPerch, Jean F.H.P. Mandeville, Afshin Mohebbi, Mark R. Patterson, Andrew P. Power, Mary Hogan Preusse and Susan Swanezy as members of the Company’s Board of Directors, each to serve until the 2026 Annual Meeting of Stockholders and until a successor for each is duly elected and qualifies;

(ii)

consider and vote upon ratifying the selection of KPMG LLP as the Company’s independent registered public accounting firm for the year ending December 31, 2025;

(iii)

consider and vote upon a resolution to approve, on a non-binding, advisory basis, the compensation of the Company’s named executive officers, as more fully described in the accompanying Proxy Statement (Say-on-Pay);

(iv)

consider and vote upon the Company’s Amended and Restated Employee Stock Purchase Plan;

(v)

consider and vote upon a stockholder proposal regarding human right to water if properly presented; and

(vi)

transact such other business as may properly come before the Annual Meeting or any adjournment(s) or postponement(s) thereof.

The accompanying Notice of 2025 Annual Meeting of Stockholders and Proxy Statement describe these matters. We urge you to read this information carefully.

It is important that your shares be represented and voted whether or not you plan to attend the Annual Meeting in person. If you choose not to attend and vote at the Annual Meeting in person, you may authorize your proxy via the Internet, by telephone or, if you are receiving a paper copy of the Proxy Statement, by completing and mailing a proxy card. Authorizing your proxy over the Internet, by telephone or by mailing a proxy card will ensure that your shares are represented at the Annual Meeting. Please review the instructions contained in the Notice of Internet Availability of Proxy Materials or proxy card regarding each of these options.

Sincerely,

Andrew P. Power

President & Chief Executive Officer
April 25, 2025

2025 Proxy Statement

Notice of 2025 Annual Meeting of Stockholders

TO THE STOCKHOLDERS OF DIGITAL REALTY TRUST, INC.:

NOTICE IS HEREBY GIVEN that the 2025 Annual Meeting of Stockholders (the Annual Meeting) of Digital Realty Trust, Inc., a Maryland corporation (the Company), will be held at the date, time and location below:

Friday, June 6, 2025

10:00 a.m. CDT

2323 Bryan Street,
Suite 1800
Dallas, TX 75201

The Annual Meeting will be held for the following purposes:

1.	To consider and vote upon the election of VeraLinn Jamieson, Kevin J. Kennedy, William G. LaPerch, Jean F.H.P. Mandeville, Afshin Mohebbi, Mark R. Patterson, Andrew P. Power, Mary Hogan Preusse and Susan Swanezy as members of the Company’s Board of Directors, each to serve until the 2026 Annual Meeting of Stockholders and until a successor for each is duly elected and qualifies;
2.	To consider and vote upon ratifying the selection of KPMG LLP as the Company’s independent registered public accounting firm for the year ending December 31, 2025;
3.	To consider and vote upon a resolution to approve, on a non-binding, advisory basis, the compensation of the Company’s named executive officers, as more fully described in the accompanying Proxy Statement (Say-on-Pay);
4.	To consider and vote upon the Company’s Amended and Restated Employee Stock Purchase Plan;
5.	To consider and vote upon a stockholder proposal regarding human right to water if properly presented; and
6.	To transact such other business as may properly come before the Annual Meeting or any adjournment(s) or postponement(s) thereof.

The Board of Directors has fixed the close of business on April 7, 2025 as the record date for the determination of stockholders entitled to notice of, and to vote at, the Annual Meeting and at any postponement(s) or adjournment(s) thereof.

Austin, Texas

By Order of Our Board of Directors,

Jeannie Lee

Executive Vice President, General Counsel & Secretary
April 25, 2025

How to authorize your proxy:

	If you are viewing the Proxy Statement on the Internet, you may authorize your proxy electronically via the Internet by following the instructions on the Notice of Internet Availability of Proxy Materials mailed to you and the instructions listed on the Internet site.

	If you receive a paper copy of the Proxy Statement, you may authorize your proxy by completing and mailing the proxy card enclosed with the Proxy Statement, or you may authorize your proxy electronically via the Internet or by telephone by following the instructions on the proxy card.

	If your shares are held in “street name,” which means your shares are held of record by a broker, bank or other nominee, you should review the Notice of Internet Availability of Proxy Materials provided by that firm to determine whether and how you will be able to authorize your proxy by telephone or over the Internet.

YOUR VOTE IS IMPORTANT. STOCKHOLDERS ARE CORDIALLY INVITED TO ATTEND THE ANNUAL MEETING IN PERSON. IT IS IMPORTANT THAT YOUR SHARES BE REPRESENTED AND VOTED WHETHER OR NOT YOU PLAN TO ATTEND THE ANNUAL MEETING IN PERSON. IF YOU CHOOSE NOT TO ATTEND AND VOTE AT THE ANNUAL MEETING IN PERSON, YOU MAY AUTHORIZE YOUR PROXY.

Authorizing a proxy over the Internet, by telephone or by mailing a proxy card will ensure that your shares are represented at the Annual Meeting.

2025 Proxy Statement

Table of contents

Proxy Summary	6
Proxy Statement	19
Information Concerning Voting and Solicitation	19
Proposal 1: Election of Directors	22
Nominees for Election for a One-Year Term Expiring at the 2026 Annual Meeting	23
Executive Officers	31
Corporate Governance	32
Board Governance Documents	32
Independent Directors	32
Board Meetings	32
Board Leadership Structure	32
Director Onboarding and Director Continuing Education	33
Board Committees	33
Qualifications of Director Nominees	35
Director Qualifications and Experience	36
Nominating and Corporate Governance Committee’s Process for Considering Director Nominees	36
Manner by Which Stockholders May Recommend Director Nominees	37
Board Evaluations	37
Board’s Role in Oversight of Risk	38
Stockholder and Interested Party Communications with the Board	39
Proposal 2: Ratification of Selection of Independent Registered Public Accounting Firm	40
Independent Registered Public Accounting Firm	40
Audit Committee Report	41
Principal Stockholders	42
Executive Compensation	44
Compensation Discussion and Analysis	44
Executive Summary	44
Overview of Our Executive Compensation Program	48
Determination of Executive Compensation	49
Elements of Compensation	51
2025 Compensation	58
Tax and Accounting Considerations	58
Talent and Compensation Committee Report	59
Talent and Compensation Committee Interlocks and Insider Participation	59
Summary Compensation Table	60
Grants of Plan-Based Awards	62
Narrative Disclosure to Compensation Tables	63
Employment and Severance Agreements	63
Outstanding Equity Awards at Fiscal Year-End	65
Option Exercises and Stock Vested	68
Deferred Compensation Plan	69
Potential Payments upon Termination or Change in Control	70
Employment Agreements	70
Severance Agreements	71
Performance-Based Long-Term Incentive Awards	71
Time-Based Long-Term Incentive Awards	72
Estimated Potential Payments	73
CEO Pay Ratio	74
Determining the Median Employee	74
Pay Versus Performance Disclosure	75
Director Compensation	79
Cash Compensation	79
Director Election Program	79
Equity Compensation	80
Other	81
Stock Ownership Guidelines	82
Insider Trading Policy and Procedures	82
Anti-Hedging and Anti-Pledging Policy	82
Compensation Risk Assessment	82
Equity Compensation Plans	83
Proposal 3: Advisory Non-Binding Vote on Executive Compensation	84
Background	84
Summary	84
Recommendation	85
Proposal 4: Approval of Amended and Restated Employee Stock Purchase Plan	86
Background	86
Stockholder Approval	86
Material Terms of the 2025 ESPP	86
U.S. Federal Income Tax Consequences	89
Recommendation	90
Proposal 5: Stockholder Proposal Regarding Human Right to Water	91
Human Right to Water	91
Board of Directors’ Statement in Opposition	92
Certain Relationships and Related Party Transactions	93
Review, Approval or Ratification of Transactions with Related Persons	93
Indemnification Agreements	93
Annual Report on Form 10-K	94
Other Matters	94
Delinquent Section 16(a) Reports	94
Stockholder Proposals and Nominations	94
Householding of Proxy Materials	95
Appendix 1	96
Forward-Looking Statements	96
Non-GAAP Financial Measures	97
Appendix 2	100
Amended and Restated Employee Stock Purchase Plan	100

2025 Proxy Statement

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Proxy Summary

This summary highlights some of the topics discussed in this Proxy Statement for the 2025 Annual Meeting of Stockholders (the Annual Meeting) of Digital Realty Trust, Inc., a Maryland corporation. It does not cover all of the information you should consider before voting, and you are encouraged to read the entire Proxy Statement before casting your vote.

General Information


Meeting:	Annual Meeting of Stockholders	Stock Symbol:	DLR
Date:	Friday, June 6, 2025	Exchange:	New York Stock Exchange
Time:	10:00 a.m. CDT
Location:	2323 Bryan Street Suite 1800 Dallas, TX 75201	State of Incorporation:	Maryland
Location:	2323 Bryan Street Suite 1800 Dallas, TX 75201	Public Company Since:	2004
Record Date:	April 7, 2025	Common Stock Outstanding as of the Record Date:	336,748,718 shares
Corporate Website: www.digitalrealty.com
Investor Relations Website: investor.digitalrealty.com

The information found on, or otherwise accessible through, our website is not incorporated by reference into, nor does it form a part of, this Proxy Statement.

Notes: References in this Proxy Summary to: “Company” or “Digital Realty” refer to Digital Realty Trust, Inc.; and “Operating Partnership” refer to Digital Realty Trust, L.P., of which Digital Realty Trust, Inc. is the general partner.

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Directors

We believe the membership of our Board of Directors (Board) is both balanced and complementary in experience, qualifications, attributes, skills, professional background, areas of expertise and perspectives and that the range of tenures of our directors (shown below) creates a synergy between institutional knowledge and new perspectives.

	For more information about our Board, please see “Proposal 1. Election of Directors”.

				Committee Membership
Name	Age	Years on Board	Independent	Audit	Talent and Compensation	Nominating and Corporate Governance
Mary Hogan Preusse	56	8
VeraLinn Jamieson	64	5
Kevin J. Kennedy	69	12
William G. LaPerch	69	12
Jean F.H.P. Mandeville	65	5
Afshin Mohebbi	62	9
Mark R. Patterson	64	9
Andrew P. Power	45	2
Susan Swanezy	66	1

= Board Chair = Committee Chair = Member

Note: Committee membership as of the date of this Proxy Statement. On May 29, 2025, Ms. Swanezy will step down from the Audit Committee and will join the Talent and Compensation Committee.

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The following charts show the composition of our director nominees.

For more information about the qualifications and experience of each of our directors, please see the “Director Qualifications and Experience” table on page 36.

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As a corporate governance best practice, our Nominating and Corporate Governance Committee annually considers the composition of our Board and standing Board committees to ensure an appropriate balance of experience and perspectives.

Governance Highlights

Strong Corporate Governance Practices

We are committed to maintaining strong corporate governance practices.

	Separate Independent Board Chair and Chief Executive Officer

	Our directors stand for election each year

	Majority voting standard for director elections

	8 of 9 directors standing for re-election are independent

	Regular executive sessions of Independent Directors

	3 audit committee financial experts

	Annual Board and committee evaluations, including periodically with third party advisors

	Oversight of risk by the Board

	Board orientation and continuing education program

	Codes of conduct for directors, employees and vendors

	SEC and NYSE-compliant clawback policy

	Anti-hedging and anti-pledging policy

	All directors and officers subject to our Stock Ownership Guidelines are in compliance

	No poison pill

	Proxy access

	Award-winning commitment to sustainability

	Commitment to our communities

Strategy and Our Board

Our primary business objectives are to maximize: (i) sustainable long-term growth in earnings and funds from operations per share and unit, (ii) cash flow and returns to our stockholders and our Operating Partnership’s unitholders through the payment of dividends and distributions and (iii) return on invested capital. We expect to accomplish these objectives by achieving superior risk-adjusted returns, prudently allocating capital, diversifying our product offerings, accelerating our global reach and scale, and driving revenue growth and operating efficiencies.

We believe it is important to the success of our Company that our Board review the Company’s strategic framework and direction. On an annual basis, our Board meets with members of the senior management team to consider our current and future strategies, and to review our previous strategies, to meet our corporate objectives designed to maximize long-term stockholder value.

Investor Outreach

Our relationship with our stockholders and investors is a critical component of our Company’s success. We value the outlook and opinions of our investors and regularly engage in participatory events. In 2024, we participated in 14 investor conferences, including over 240 meetings with approximately 350 investors.

For information about how to contact Investor Relations, please see the section below entitled “Corporate Governance—Stockholder and Interested Party Communications with the Board.”

Other Directorships

Our directors can sit on no more than five public company boards (including our Board), with consideration given to their public company leadership roles and outside commitments. The Board conducts an annual review of director commitment levels and affirmed that all directors are compliant at this time.

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Political Contributions

The Board has determined that participation in the public policy process is an important and essential way to enhance stockholder value. Subject to appropriate oversight and controls, the Company engages with federal, state, and local governments in the U.S. and around the world on public policy issues that are essential to our business. Our Board policy provides a governance framework for our participation in government affairs, and our Company policies require that any interactions with public entities and state and local government officials comply with federal and local laws and the highest standards of ethics and good corporate governance.

We believe in transparency in our political and policy activities and file lobbying disclosure reports wherever we are required to do so based on the activities of our employees and vendors. The Company does not have a political action committee. In 2024, Digital Realty did not make any political contributions that required disclosure, nor has it experienced any significant controversies, fines or litigation related to its political activities.

In the U.S., federal, state and local campaign finance laws restrict the contributions the Company can make to political parties, political committees or candidates. Various laws in other countries also govern political contributions.

Accordingly, it is Company policy that Company funds or assets not be used to make a political contribution to any political party, candidate or other political groups, unless prior approval has been obtained as required by the Company’s internal approval policies. Pursuant to the Company’s policies, the Company’s legal department oversees compliance with the Company’s policy on political contributions.

Digital Realty belongs to several trade and industry associations globally, which allows us to monitor industry policies and trends, support ongoing education and networking, and advance our public agenda and relevant business goals. Company participation in trade associations does not mean that the Company agrees with every position a trade association may take on various issues. The Company does not contribute to these groups beyond its membership dues and regularly reviews the costs and benefits of each membership.

The following chart lists organizations receiving dues and other contributions from the Company totaling $25,000 or more in 2024. Based on each organization’s records, we have listed below the portion of Company dues and other amounts that are used by each organization for lobbying.

Trade Association Memberships

	2024
Trade Associations⁽¹⁾	Company Dues and Contributions		Lobbying (%)⁽²⁾		Company Dues Allocated to Lobbying
National Association of Real Estate Investment Trusts	$	286,833		22%	$	63,103
Information Technology Industry Council		85,000		17.5%		14,875
Data Center Coalition		80,000		50%		40,000
Real Estate Roundtable		40,000		65%		26,000

(1)	Represents U.S. organizations of which the Company is a member. The Company or its subsidiaries are also members of several non-U.S. trade organizations for which the dues are immaterial.
(2)	Lobbying percentages obtained from the respective trade association.

Community Engagement

Global Focus on Our Communities

We are committed to being a proactive, engaged member of the communities in which we operate, globally. During 2024, our programs included:

•

Dallas and Richardson Independent School Districts. We have strong partnerships with our local school districts in Dallas and Richardson, Texas. We have hosted events such as data center tours for high school students interested in computer/health science programs, résumé workshops, mentoring sessions and career days. We have also provided internship opportunities, including through the Richardson Mayor Internship Program.

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•	Ashburn Volunteer Fire and Rescue Department. We made a $90,000 donation to the Ashburn, Virginia Volunteer Fire and Rescue Department. The donation—proceeds raised by a Digital Realty-sponsored fundraiser—was the single largest gift that the Department has received.
•	Support for Veterans. We continued our partnerships with DFW Canines for Veterans, a Texas based 501(c)(3) that matches disabled combat veterans suffering from PTSD with trained service dogs sourced from city kill shelters, and Team Rubicon, a veteran-led humanitarian organization serving global communities before, during and after disasters and crises. The Company also expanded its philanthropy with donations to Blesma, a UK-based organization dedicated to assisting service men and women who have suffered loss of limb, eye or sight, and the New England Center and Home for Veterans, a national leader in housing and serving veterans at risk for homelessness.
•	WLF. Our APAC Women’s Leadership Forum (WLF) chapter participated in the “Pink Ribbon Walk,” a walk for solidarity, hope, courage and support for the Breast Cancer Foundation in Singapore.

Digital Realty presented our donation to the Ashburn Volunteer Fire and Rescue Department at our data center campus in Ashburn. Photo credit: Times-Mirror, Jess Kirby.

Workplace Belonging

Digital Realty’s Together@Digital workplace program aims to unlock innovation, enhance decision-making, attract top talent and better serve our customers. Together@Digital also runs a philanthropic program with charitable giving to non-profit groups that support a range of programs from veterans to cultural institutions.

Corporate Giving

In 2024, we expanded our philanthropic and community engagement focus. These initiatives are all part of our broader commitment to be proactive, engaged members in the communities we operate in globally. Through our global philanthropic program, we also supported the communities we operate in following natural disasters with donations to organizations including the American Red Cross. The world is increasingly noticing our role in the community, and we are fortunate to have again been named by Newsweek as one of “America’s Most Trustworthy Companies” in 2024.

Donate 8 Program

We encourage our employees to participate in volunteer activities through our Donate 8 Program. Through our Donate 8 Program, our employees can take paid time off each year for the purpose of volunteering for eligible organizations.

Matching Gifts Program

We encourage our employees and directors to give back to the community by matching their contributions to eligible charitable organizations through our Matching Gifts Program.

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20 Years of Digital Realty

For two decades, Digital Realty has served as a critical foundation of the digital world. Starting in 2004 with 15 data centers, Digital Realty now delivers the world’s largest data center platform, with over 5,000 customers across 300+ data centers, spanning six continents. Digital Realty’s global platform and connected data communities support our customers at every stage of their digital transformation.

The NYSE welcomes Digital Realty in celebration of its 20^thanniversary of listing.

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Sustainability Highlights



1.45 GW	100%	1.2 GW	100%

renewables contracted	renewables power for EMEA portfolio	green building certifications	renewables power for North American colocation business

Sustainability Program

We strive to lead the global data center industry in sustainable environmental performance and remain committed in our efforts to build and operate data centers that minimize impact on the environment. We manage our data centers to offer high levels of resiliency and operational efficiencies for our customers, and we benchmark and certify eligible data centers in accordance with energy efficiency and green building rating standards, including the U.S. Environmental Protection Agency’s ENERGY STAR^®, U.S. Green Building Council’s LEED™, and comparable programs globally. We have developed solutions to help our customers efficiently utilize energy and water and to support their efforts to procure renewable energy.

Impact Report

We released our sixth annual corporate Environmental, Social and Governance (ESG) Report in July 2024. This report was prepared in accordance with the Global Reporting Initiative (GRI) Standards, guided by a double materiality assessment and obtained third-party assurance. It provides a deep-dive view of the Company’s efforts to integrate sustainable practices throughout our business activities, engage with employees and the communities where we operate, ensure we are meeting our customers’ needs, and capture savings and generate revenue from sustainable activities. The report outlines our global sustainability targets and progress towards them and discloses our alignment with the Taskforce for Climate-Related Financial Disclosures (TCFD) guidelines. A copy of our report is available at digitalrealty.com/about/esg. Our report and other content posted on, or accessible through, our website are not incorporated by reference into this Proxy Statement or any of our filings with the SEC.

Achievements in 2024

	We were recognized as one of TIME’s Most Sustainable Companies in 2024.
	Our Texas and New Jersey portfolios attained 100% renewable coverage in 2024.
	We announced that our Singapore, Australia and Northern Virginia portfolios would attain 100% renewable coverage beginning in 2025.
	We signed community solar agreements to expand clean and renewable energy coverage in Chicago.
	We achieved the first ever Swiss Data Center Efficiency Association Gold Plus certification for our data centers in Zurich.
	We issued €850.0 million aggregate principal of green bonds, bringing our cumulative green bond issuances to $7.2 billion.

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Sustainability Recognition




LEADER IN THE LIGHT SUSTAINABILITY ACHIEVEMENT	#8 ON NATIONAL TOP 100 LIST	SOLAR MEANS BUSINESS TOP CORPORATE SOLAR ADOPTER

For the eighth consecutive year, in 2024 we received Nareit’s data center “Leader in the Light” award, representing superior environmental efforts. Our Vice President, Sustainability, Aaron Binkley was appointed Chair of Nareit’s Real Estate Sustainability Council for 2025.	We ranked #8 on the EPA’s National Top 100 of the largest green power users. We also ranked #6 on the EPA’s Top 30 Tech and Telecom list of green power users.	Digital Realty ranked eighth in the Solar Energy Industries Association’s Solar Means Business Top 25 Corporate Solar Adopters list for 2024.



EPA ENERGY STAR AND ENERGY STAR PARTNER OF THE YEAR	GREEN BUILDING CERTIFICATIONS	FTSE4GOOD INDEX SERIES

We certified 39 data centers in 2024 under the EPA Energy Star program, covering 69% of our managed and operational US data center portfolio by certified IT capacity. Additionally, Digital Realty received the 2024 ENERGY STAR Partner of the Year Sustained Excellence award from the U.S. Environmental Protection Agency for the fourth year in 2024, underscoring our commitment to advancing environmental sustainability initiatives.	In 2024, Digital Realty certified five new developments under USGBC LEED and BREEAM sustainable building certifications, encompassing 89 MW-IT.	Digital Realty is a constituent of the FTSE4Good Index Series. The FTSE4Good Index evaluates companies on their ESG practices and includes companies that meet globally recognized corporate responsibility standards.

Located in Ekurhuleni, the greater Johannesburg Metropol’s trade and industry hub, the Isando Campus is positioned to serve the local and broader African market as the connectivity and interconnection hub for cloud, content, and connectivity.

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Delivering Clean Energy

Teraco, a Digital Realty company, is constructing a 120MW utility-scale solar PV power plant in the Free State province of South Africa.

In a first for data center operators, Teraco will own the 120MW solar PV plant and deliver the renewable energy to its data centers, creating its own sustainable energy source to power the next generation of client cloud and AI computing applications. The plant is expected to come online in late 2026.

Teraco will be upgrading the power grid’s transmission infrastructure to allow the electricity generated to be successfully transmitted through the national grid. When fully operational, the

120MW solar PV plant is expected to produce more than 354,000 MWh annually.

Subsequent to year-end, Teraco also signed a power purchase agreement to supply wind powered renewable energy from a portfolio of wind power projects to Teraco’s data centers to further increase the company’s sources of renewable energy.

The company also continued to install on-site rooftop and carport solar photovoltaic capacity at its Johannesburg and Cape Town campuses to directly power portions of its data centers.

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Compensation Highlights

Our executive compensation program is designed to attract, retain and motivate experienced and talented executives who can help the Company to maximize stockholder value. We believe that we maintain a competitive compensation program that incorporates strong governance practices. The Company’s compensation best practices are highlighted below.

	*We pay for performance* We utilize multiple performance measures across various performance periods.
	*We balance short-term and long-term incentives* Annual incentive bonus and long-term equity awards comprise a significant portion of named executive officers’ compensation opportunity.
	*We align compensation with stockholders’ interests* A substantial majority of our named executive officers’ compensation is tied to total stockholder return, core funds from operations (Core FFO) and same store cash net operating income (Same Store Cash NOI) performance.
	*We target outperformance* Target payouts for our performance-based equity awards are not achieved unless we match or outperform financial goals or the real estate investment trust (REIT) industry.
	*We do not have tax gross-ups* We do not provide tax gross-ups on any severance, change-in-control or other payments related to named executive officer terminations.
	*We do not allow uncapped payments* We have a defined compensation program that does not allow for uncapped bonus payments.
	*We maintain a SEC- and NYSE-compliant clawback policy* Our clawback policy complies with the requirements of Rule 10D-1 under the Exchange Act and the corresponding NYSE listing standards and provides for the recovery of erroneously awarded incentive-based compensation from our executive officers in the event of a financial restatement.

Located in the northeast of Singapore, SIN12 is Digital Realty’s largest data center in the country and supports a thriving community of leading global cloud service providers, local as well as global financial services providers and leading Southeast Asian enterprises.

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Performance Highlights

We provide a global data center platform that supports our customers’ digital infrastructure and enables our customers to interconnect with their customers and partners. We solve global coverage, capacity, and connectivity needs for companies of all sizes, including the world’s leading enterprises and service providers, through PlatformDIGITAL^®, a global data center platform for scaling digital business which enables customers to deploy their critical infrastructure with a global data center provider. PlatformDIGITAL^® combines our global presence with our Pervasive Data Center Architecture (PDx^®) solution methodology for scaling digital business and efficiently managing data gravity challenges. Our global data center footprint, including our joint ventures, gives customers access to the connected data communities that matter to them with 308 facilities in 57 metros across 28 countries on six continents (as of December 31, 2024).

For the 18^thconsecutive year, we achieved five-nines (99.999%) uptime.

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2024 Financial Highlights

Total Bookings	Total Stockholder Return	Total Enterprise Value	Market Capitalization
$1.04 billion⁽¹⁾	35.8%	$78 billion⁽²⁾⁽³⁾	$61 billion⁽³⁾

(1)	Includes interconnection bookings.
(2)	Total enterprise value is calculated as the market value of common equity, plus liquidation value of preferred equity and total debt at balance sheet carrying value.
(3)	The market value of common equity is based on the closing stock price of $177.33 on December 31, 2024 and assumes 100% redemption of the limited partnership units in our Operating Partnership, including common units and vested and unvested long-term incentive units, for shares of our common stock. Excludes shares of common stock potentially issuable upon conversion of our outstanding redeemable preferred stock upon certain change of control transactions, as applicable.

Located in Marseille, France, MRS4 is built on the site of former industrial warehouses, which are part of the Grand Port Maritime de Marseille.

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Proxy Statement

Information Concerning Voting and Solicitation

General

This Proxy Statement is furnished in connection with the solicitation by the Board of Directors (the Board) of Digital Realty Trust, Inc., a Maryland corporation, of proxies to be exercised at the 2025 Annual Meeting of Stockholders (the Annual Meeting) to be held on Friday, June 6, 2025, at 10:00 a.m. CDT, or at any postponement(s) or adjournment(s) thereof, for the purposes discussed in this Proxy Statement and in the accompanying Notice of 2025 Annual Meeting of Stockholders. Proxies are solicited to give all stockholders of record at the close of business on April 7, 2025 (the Record Date) an opportunity to vote on matters properly presented at the Annual Meeting. The Annual Meeting will be held at 2323 Bryan Street, Suite 1800, Dallas, TX 75201.

Pursuant to the rules of the United States Securities and Exchange Commission (the SEC), we have elected to provide access to our proxy materials over the Internet. Accordingly, we are sending a Notice of Internet Availability of Proxy Materials (a Notice) to many of our stockholders of record, while brokers and other nominees who hold shares on behalf of beneficial owners will be sending their own similar Notice. All stockholders will have the ability to access proxy materials on the website referred to in the Notice or request to receive a printed set of the proxy materials. Instructions on how to request a printed copy by mail or electronically may be found on the Notice and on the website referred to in the Notice, including an option to request paper copies on an ongoing basis. We intend to make this Proxy Statement available on the Internet on or about April 25, 2025 and to mail the Notice to all stockholders entitled to vote at the Annual Meeting on or about April 25, 2025. We intend to mail this Proxy Statement, together with a proxy card, to those stockholders entitled to vote at the Annual Meeting who have properly requested paper copies of such materials on or about April 25, 2025 or within three business days of such request.

NOTES: References in this Proxy Statement to the “Company” or “Digital Realty” refer to Digital Realty Trust, Inc. and its subsidiaries, including Digital Realty Trust, L.P., unless the context otherwise requires. References in this Proxy Statement to the “Operating Partnership” refer to Digital Realty Trust, L.P., of which Digital Realty Trust, Inc. is the general partner, and its subsidiaries.

Who Can Vote

You are entitled to vote if you were a holder of record of the Company’s Common Stock, par value $0.01 per share (the Common Stock), as of the close of business on the Record Date. Your shares can be voted at the Annual Meeting only if you are present in person or represented by a valid proxy.

Quorum

A majority of the outstanding shares of Common Stock as of the close of business on the Record Date represented in person or by proxy will constitute a quorum at the Annual Meeting. As of the close of business on the Record Date, 336,748,718 shares of Common Stock were outstanding.

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Voting of Shares

Stockholders of record as of the close of business on the Record Date are entitled to one vote for each share of Common Stock held on each matter to be voted upon at the Annual Meeting.

If you choose to attend the Annual Meeting, you may vote in person. Please note, however, that if your shares are held of record by a broker, bank or other nominee and you wish to vote in person at the Annual Meeting, you must obtain a proxy issued in your name from such broker, bank or other nominee.

If you choose not to attend the Annual Meeting, you may vote by authorizing your proxy via the Internet, by telephone or by mailing a proxy card. All shares entitled to vote and represented by properly executed proxies received before the polls are closed at the Annual Meeting, and not revoked or superseded, will be voted at the Annual Meeting in accordance with the instructions indicated on those proxies.

YOUR VOTE IS IMPORTANT.

Proxy Card and Revocation of Proxy

If you sign a proxy card but do not specify how you want your shares to be voted, your shares will be voted by the proxy holders in accordance with the recommendations of the Board.

In their discretion, the proxy holders named in the enclosed proxy are authorized to vote on any other matters that may properly come before the Annual Meeting and at any postponement(s) or adjournment(s) thereof. The Board knows of no other items of business that will be presented for consideration at the Annual Meeting other than those described in this Proxy Statement.

If you vote your shares by authorizing a proxy, you may revoke your proxy authorization at any time before it is voted at the Annual Meeting. You may revoke your proxy by:

•	Sending a written notice of revocation to the Company’s Corporate Secretary at the Company’s principal executive office at 2323 Bryan Street, Suite 1800, Dallas, TX 75201, ATTN: General Counsel and Secretary.
•	Submitting by mail, by telephone, via the Internet or in person a duly executed proxy bearing a later date.
•	Attending the Annual Meeting in person and voting in person. Attendance at the meeting will not, by itself, revoke a proxy.

Counting of Votes

All votes will be tabulated by the inspector of election appointed for the Annual Meeting, who will separately tabulate affirmative and negative votes and abstentions. Shares held by persons attending the Annual Meeting but not voting, shares represented by proxies that reflect abstentions as to a particular proposal and broker “non-votes” will be counted as present for purposes of determining a quorum. Abstentions and broker “non-votes” will not be counted as votes cast on any of the matters and will have no effect on the approval of proposals 1, 2, 3, 4 or 5.

A broker “non-vote” occurs when a nominee holding shares for a beneficial owner has not received instructions from the beneficial owner and chooses not to exercise or does not have discretionary authority to vote the shares on a particular matter because the matter is not routine under the New York Stock Exchange (NYSE) rules.

Proposal 1 (election of the Board’s nominees named herein), Proposal 3 (Say-on-Pay proposal), Proposal 4 (approval of Amended and Restated Employee Stock Purchase Plan) and Proposal 5 (stockholder proposal regarding human right to water) are not routine matters under the NYSE rules. Proposal 2 (ratification of the selection of KPMG LLP as our independent registered public accounting firm) is a routine matter under the NYSE rules and a nominee holding shares for a beneficial owner will have discretionary authority to vote on this proposal absent instructions from the beneficial owner.

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Votes Needed to Approve Each Matter

	Proposal	Board Recommendation	Votes Required for Approval at Which Quorum is Present	Routine Matter
1:	Election of Director Nominees	FOR	Affirmative vote of a majority of the votes cast for each director nominee	No
2:	Ratification of Selection of KPMG as Our Independent Registered Public Accounting Firm for 2025	FOR	Affirmative vote of a majority of the votes cast	Yes
3:	Advisory Vote on Compensation of Named Executive Officers (Say-on-Pay)	FOR	Affirmative vote of a majority of the votes cast	No
4:	Approval of Amended and Restated Employee Stock Purchase Plan	FOR	Affirmative vote of a majority of the votes cast	No
5:	Stockholder Proposal Regarding Human Right to Water	AGAINST	Affirmative vote of a majority of the votes cast	No

Solicitation of Proxies

We will bear the entire cost of soliciting proxies. We may reimburse banks, brokerage houses, fiduciaries and custodians holding shares of our Common Stock in their names for their expenses incurred in forwarding the solicitation materials to beneficial owners. Solicitation of proxies may be supplemented by telephone, facsimile, electronic mail or personal solicitation by directors, officers or employees of the Company. No additional compensation will be paid to directors, officers or employees for such services.

We have also retained Okapi Partners, an independent proxy solicitation firm, to assist in soliciting proxies on our behalf. We have agreed to pay Okapi Partners a fee of approximately $21,500, plus costs and expenses, for these services.

Attendance at the Annual Meeting

In order to attend the Annual Meeting, you will need proof of ownership of our Common Stock as of the close of business on the Record Date. If you hold your shares in street name (such as through a bank, broker or other nominee), you should bring your statement showing your beneficial ownership of our Common Stock in order to be admitted to the Annual Meeting and you must obtain a proxy issued in your name from such bank, broker or other nominee if you wish to vote in person at the Annual Meeting.

NO PERSON IS AUTHORIZED ON BEHALF OF THE COMPANY TO GIVE ANY INFORMATION OR TO MAKE ANY REPRESENTATIONS WITH RESPECT TO THE PROPOSALS OTHER THAN THE INFORMATION AND REPRESENTATIONS CONTAINED IN THIS PROXY STATEMENT AND, IF GIVEN OR MADE, SUCH INFORMATION AND/OR REPRESENTATIONS MUST NOT BE RELIED UPON AS HAVING BEEN AUTHORIZED BY THE COMPANY. THE DELIVERY OF THIS PROXY STATEMENT SHALL UNDER NO CIRCUMSTANCES CREATE ANY IMPLICATION THAT THERE HAS BEEN NO CHANGE IN THE AFFAIRS OF THE COMPANY SINCE THE DATE OF THIS PROXY STATEMENT.

Our principal executive office: 2323 Bryan Street, Suite 1800, Dallas, TX 75201

Our telephone number: (214) 231-1350

Our website: www.digitalrealty.com*

The date of this Proxy Statement is April 25, 2025.

*	Website addresses referred to in this Proxy Statement are not intended to function as hyperlinks, and the information contained on our website is not a part of this Proxy Statement.

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Proposal 1: Election of Directors

Under the Company’s charter and Ninth Amended and Restated Bylaws (Bylaws), each member of the Board serves until the next annual meeting of stockholders and until his or her successor is duly elected and qualifies or until his or her earlier death, resignation or removal. Vacancies on the Board may be filled only by individuals elected by the affirmative vote of a majority of the remaining directors, even if the remaining directors do not constitute a quorum. A director elected by the Board to fill a vacancy (including a vacancy created by an increase in the size of the Board) will serve for the remainder of the full term of the directorship and until such director’s successor is duly elected and qualifies, or until such director’s earlier death, resignation or removal.

Our Bylaws require that, in order to be elected in an uncontested election, a director receive a majority of the votes cast by holders of the shares present in person or represented by proxy with respect to such director at a meeting at which a quorum is present. A majority of the votes cast means that the number of votes “for” a director must exceed the number of votes “against” that director. In a contested election (where a determination is made that the number of director nominees is expected to exceed the number of directors to be elected at a meeting), directors will be elected by a plurality of the votes cast, which means the nine nominees who receive the largest number of properly cast votes will be elected as directors.

Any director who fails to be elected by a majority vote must tender his or her resignation to the Board, subject to acceptance. The Nominating and Corporate Governance Committee will make a recommendation to the Board as to whether to accept or reject the resignation, or whether other action should be taken. The Board will then act on the Nominating and Corporate Governance Committee’s recommendation and publicly disclose its decision and the rationale behind its decision within 90 days from the date of the certification of election results. If the resignation is not accepted, the director will continue to serve until the next annual meeting and until the director’s successor is duly elected and qualifies. The director who tenders his or her resignation will not participate in the Board’s decision regarding whether to accept or reject such director’s resignation.

Each share of Common Stock is entitled to one vote for each of the nine director nominees. Cumulative voting is not permitted. It is the intention of the proxy holders named in the enclosed proxy to vote the proxies received by them for the election of the nominees named below unless instructed otherwise. If any nominee should become unavailable for election prior to the Annual Meeting, an event which currently is not anticipated by the Board, the proxies will be voted for the election of a substitute nominee or nominees proposed by the Board.

VeraLinn Jamieson, Kevin J. Kennedy, William G. LaPerch, Jean F.H.P. Mandeville, Afshin Mohebbi, Mark R. Patterson, Andrew P. Power, Mary Hogan Preusse and Susan Swanezy are all of our nominees for election to the Board. Each nominee has consented to be named in this Proxy Statement and to serve as a director if elected, and management has no reason to believe that any nominee will be unable to serve. The information below relating to each nominee for election as director has been furnished to the Company by each such individual.

Vote required: The affirmative vote of a majority of the votes cast at the Annual Meeting is required to elect each of the director nominees standing for election.

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Nominees for Election for a One-Year Term Expiring at the 2026 Annual Meeting

The following section sets forth, as of the date of this Proxy Statement, the names, ages and biographical summaries of the individuals who are our nominees for election as directors of the Company, all of whom are current directors of the Company.

Election of Directors

Mary Hogan Preusse

Age: 56

Director since: 2017

Board Chair since:
August 2022

Committees:

• Talent and Compensation Committee

Skills and Expertise:

• Finance

• REIT and real estate

• Corporate governance

• Strategy

Education:

• BS - Bowdoin College

Qualifications:

Our Board selected Ms. Hogan Preusse to serve as a director because it believes she possesses valuable financial and real estate industry expertise, including extensive experience working with public companies in the REIT industry, as well as experience on the boards of directors of public companies.

Professional Experience:

• Senior Advisor at Fifth Wall.

• Managing Director and co-head of Americas Real Estate for APG Asset Management U.S. responsible for managing all of the firm’s public real estate investments in North and South America from 2008 to May 2017.

• Served on the Executive Board of APG Asset Management U.S. and has been an active participant in the REIT industry for over 30 years, including nearly 17 years at APG where she was deeply involved in discussions of governance matters and regularly presented to and interacted with corporate boards.

• Previously, Ms. Hogan Preusse was an investment banking analyst at Merrill Lynch and has experience as a sell-side analyst covering the REIT sector.

• Member of the Real Estate Advisory Board for the Carey Business School at Johns Hopkins University.

Other Current Public Company Boards:

• Kimco Realty (NYSE): Member of the board of directors since February 2017, lead independent director since May 2019, chair of the nominating and corporate governance committee and a member of the executive compensation committee.

• Realty Income (NYSE): Member of the board of directors and the executive compensation committee since November 2021. Ms. Hogan Preusse previously served on the board of directors of VEREIT and upon the closing of Realty Income’s merger with VEREIT on November 1, 2021, she joined the board of directors of Realty Income.

• Host Hotels and Resorts, Inc. (NYSE): Member of the board of directors since June 2017 and a member of the culture and compensation committee and the audit committee.

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Andrew P. Power

Age: 45

Director and Chief Executive Officer since: 2022

Committees: None

Skills and Expertise:

• Executive Leadership

• Strategy

• International

• Finance and capital markets

• REIT and real estate

• Technology

Education:

• BS - Wake Forest University

Qualifications:

Our Board selected Mr. Power to serve as a director because it believes he possesses valuable industry, financial and investment expertise, including his extensive experience as President & Chief Executive Officer and previously as President & Chief Financial Officer of the Company.

Mr. Power has served as our Chief Executive Officer and as a director since December 2022. Mr. Power has served as our President since November 2021 and served as our Chief Financial Officer from April 2015 to December 2022, with responsibility for global portfolio operations, technology development and innovation, service provider and enterprise customer solutions, asset management and information technology as well as the Company’s financial functions across Digital Realty’s global platform. Mr. Power has over 20 years of investment, financial and management experience. Prior to joining Digital Realty, Mr. Power held positions of increasing responsibility in investment banking, having most recently served as Managing Director at Bank of America Merrill Lynch. Mr. Power was also a member of the lead underwriting team that advised Digital Realty on its initial public offering in 2004.

Professional Experience:

• President of the Company since November 2021.

• Chief Financial Officer of the Company from April 2015 to December 2022.

• From 2011 to April 2015, Mr. Power held roles of increasing responsibility at Bank of America Merrill Lynch, having most recently served as Managing Director of Real Estate, Gaming and Lodging Investment Banking.

• From 2004 to 2011, Mr. Power held roles of increasing responsibility at Citigroup Global Markets, Inc., having most recently served as Vice President.

• Member of the executive board of the National Association of Real Estate Investment Trusts (Nareit) and the Real Estate Roundtable board of directors.

Other Current Public Company Boards:

• Americold Realty Trust (NYSE): Member of the board of directors since 2018, and a member of the audit committee and the investment committee.

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VeraLinn “Dash” Jamieson

Age: 64

Director since: 2020

Committees:

• Nominating and Corporate Governance Committee

Skills and Expertise:

• Technology

• International

• Risk management

• Strategy

Education:

• BS - West Virginia University

• MS - National Defense University

• MS - Embry Riddle University

Qualifications:

Our Board selected Lt. Gen. Jamieson to serve as a director because it believes she possesses valuable expertise in data management, cloud technology, artificial intelligence and machine learning, as well as her over 37 years of government experience.

Professional Experience:

• Achieved the rank of Lieutenant General in the U.S. Air Force and, prior to retiring in 2020, served as the Director of the U.S. Air Force’s Intelligence Surveillance, Reconnaissance and Cyber Effects enterprise, conducting operations for the Department of Defense.

• Deputy Chief of Staff for Intelligence, Surveillance and Reconnaissance from November 2016 to February 2019.

• Deputy Commander, Joint Functional Component Command for ISR, U.S. Strategic Command, Washington, D.C. from April 2016 to November 2016.

• Director of Intelligence, Headquarters Air Combat Command, Joint Base Langley-Eustis, Virginia, from December 2013 to April 2016.

• Member of the Beacon Global Strategies, LLC Board of Advisors since April 2020.

• Member of the board of directors of Rolls-Royce North America, Inc., an American subsidiary of multinational corporation Rolls-Royce Holdings plc., since December 2023.

Other Current Public Company Boards:

• None.

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Kevin J. Kennedy

Age: 69

Director since: 2013

Committees:

• Talent and Compensation Committee (Chair)

• Nominating and Corporate Governance Committee

Skills and Expertise:

• Communications

• Technology

• Executive leadership

• Risk management

Education:

• BS - Lehigh University

• MS, MPhil and PhD - Rutgers University

Qualifications:

Our Board selected Mr. Kennedy to serve as a director because it believes he possesses valuable expertise in the communications and technology industries, including extensive experience working with and leading public companies in these industries, as well as experience on the boards of directors of public companies.

Professional Experience:

• Chief Product Officer and Chairman of the board of directors of ZEVx, a private company that develops mobile charging for electric vehicles, from February 2023 to June 2024.

• Chief Executive Officer of Quanergy Systems, Inc. (NYSE), a provider of LiDAR sensors and perception software solutions, from February 2022 to December 2022. In December 2022, Quanergy Systems, Inc. filed a Chapter 11 restructuring plan with the U.S. Bankruptcy Court for the District of Delaware.

• Chairman of the board of directors of Maxeon Solar Technologies (NASDAQ), a global provider of solar products, from August 2020 to May 2022.

• Senior Managing Director at Blue Ridge Partners, a management consulting firm, from July 2018 to March 2020.

• Mr. Kennedy served as a consultant from October 2017 to July 2018.

• President, Chief Executive Officer and a member of the board of directors of Avaya Inc., a global provider of real-time business collaboration and communications solutions, from December 2008 to September 2017. In January 2017, Avaya Inc. filed a Chapter 11 restructuring plan with the U.S. Bankruptcy Court for the Southern District of New York.

• Previously, Chief Executive Officer of JDS Uniphase Corporation, a provider of optical communications products.

• Member of the board of directors of the Canary Foundation, a non-profit organization, since January 2007 and chair of the audit committee.

• Previously, Presidential Advisory Member of the National Security Telecommunications Advisory Committee.

Other Current Public Company Boards:

• KLA Corporation (NASDAQ): Member of the board of directors since May 2007 and member of the audit committee and the nominating and governance committee.

• UL Solutions, Inc. (NYSE): Member of the board of directors since February 2020 and chair of the human capital and compensation committee and member of the audit committee since February 2023. UL Solutions began trading on the NYSE on April 12, 2024, and was previously a privately held company.

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William G. LaPerch

Age: 69

Director since: 2013

Committees:

• Nominating and Corporate Governance Committee (Chair)

• Audit Committee

Skills and Expertise:

• Colocation/interconnection

• Communications

• 2017 NACD Board Leadership Fellow

• Recipient of CERT Certificate in Cybersecurity Oversight

Education:

• BS - US Military Academy at West Point

• MBA - Columbia University

Qualifications:

Our Board selected Mr. LaPerch to serve as a director because it believes he possesses valuable expertise in the bandwidth, colocation, interconnection and communications industries, including extensive experience working with and leading public companies in these industries.

Professional Experience:

• Senior Advisor, South Reach Networks, a dark fiber and networks company, since May 2020.

• Provides services to various private equity firms in the network, data center and cloud segments as the principal with LaPerch Consulting, since July 2012.

• Member of the board of directors and chairman of the compensation committee of Windstream Holdings, Inc., the parent company of Windstream Corporation, a provider of network communications and technology solutions since September 2020.

• Executive Chairman at Hylan Datacom, a construction services company in the communications infrastructure space, from July 2016 to December 2019. Mr. LaPerch served on the board of directors of Hylan from July 2016 to March 2022.

• Chief Executive Officer, President and a member of the board of directors at AboveNet, Inc., a provider of bandwidth infrastructure services.

• President, Network Services and also President, Enterprise Services of Metromedia Fiber Network, a provider of metro fiber services.

• Vice President, Network Services at MCI Worldcom, Inc., a global communications company.

• Member of the board of managers of ITG Communications, LLC, a service provider to broadband operators and electric cooperatives.

• Member of the board of directors of First Light, a telecommunications services provider.

Other Current Public Company Boards:

• None.

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Jean F.H.P. Mandeville

Age: 65

Director since: 2020

Committees:

• Audit Committee

Skills and Expertise:

• International

• Technology

• Telecommunications

• Finance and capital markets

Education:

• MS University Saint-Ignatius

Qualifications:

Our Board selected Mr. Mandeville to serve as a director pursuant to the terms of the combination agreement between the Company and InterXion Holding N.V., which closed in March 2020. Our Board believes he possesses valuable international, financial and industry expertise, including experience at companies in the technology industry and his extensive experience in his prior positions as Chief Financial Officer.

Professional Experience:

• Former member of the board of directors of InterXion Holding N.V. since January 2011, and from June 2015 to March 2020 served as its chairman of the board.

• Chief Financial Officer and board member of MACH S.á.r.l. from October 2008 to December 2010.

• Executive Vice President and Chief Financial Officer of Global Crossing Holdings Ltd/Global Crossing Ltd from February 2005 to September 2008. He was responsible for all financial operations.

• Chief Financial Officer of Singapore Technologies Telemedia Pte. Ltd./ST Telemedia.

• Senior level executive positions at British Telecom Plc covering all sectors of the telecommunications market, including wireline, wireless and multimedia, in Europe, Asia and the Americas.

• Senior Consultant with Coopers & Lybrand, Belgium.

Other Current Public Company Boards:

• None.

Afshin Mohebbi

Age: 62

Director since: 2016

Committees:

• Audit Committee (Chair)

• Talent and Compensation Committee

Skills and Expertise:

• Finance

• Telecommunications

• Technology

• International

Education:

• BS - UC Irvine

• MBA - UC Irvine

Qualifications:

Our Board selected Mr. Mohebbi to serve as a director because it believes he possesses valuable financial and industry experience in the telecommunications industry, including extensive experience working with and leading companies in the telecommunications industry.

Professional Experience:

• Senior advisor to TPG Capital, focusing on technology and telecom investments globally, since April 2003.

• Investor in and advisor to a number of start-up technology firms through his own investment business.

• President and Chief Operating Officer of Qwest Communications International Inc., where he oversaw core operations, including the global network and market-facing units, as well as the yellow pages, data center, hosting and wireless divisions.

• Senior level executive positions at British Telecom Plc., SBC Communications and Pacific Bell.

Other Current Public Company Boards:

• None.

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Mark R. Patterson

Age: 64

Director since: 2016

Committees:

• Talent and Compensation Committee

• Nominating and Corporate Governance Committee

Skills and Expertise:

• Finance

• Real estate

• REIT

• International

Education:

• BBA - College of William and Mary

• MBA - University of Virginia

Qualifications:

Our Board selected Mr. Patterson to serve as a director because it believes he possesses valuable financial and real estate industry expertise, including extensive experience working with public companies in the real estate industry, as well as experience on the boards of directors of public companies.

Professional Experience:

• Advisor to Investcorp International, Energy Impact Partners and Rockefeller Capital Management.

• President of MRP Realty Advisors, LLC.

• Chief Executive Officer of Boomerang Systems, Inc. from August 2010 until January 2015. In August 2015, Boomerang Systems, Inc. filed a Chapter 11 restructuring plan with the U.S. Bankruptcy Court for the District of Delaware.

• Managing Director and Global Head of Real Estate Investment Banking at Citigroup

• Managing Director and the Head of Real Estate Global Principal Investments at Merrill Lynch, where he oversaw the real estate principal investing activities of the firm.

• Global Head of Real Estate Investment Banking of Merrill Lynch and also the Co-Head of Global Commercial Real Estate which encompassed real estate investment banking, principal investing and mortgage debt.

• Throughout his career, Mr. Patterson has been involved in a variety of financing and investing activities spanning virtually all types of real estate in most major global property markets.

Other Current Public Company Boards:

• UDR, Inc. (NYSE): Member of the board of directors since 2014 and member of the compensation committee and the nominating and corporate governance committee.

• Americold Realty Trust (NYSE): Chairman of the board of directors and chair of the nominating and corporate governance committee since March 2019. Mr. Patterson joined the Americold Realty Trust board of directors in January 2018.

• Paramount Group, Inc. (NYSE): Member of the board of directors and chair of the nominating and corporate governance committee since May 2018.

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Susan Swanezy Age: 66 Director since: April 2024 Committees: • Audit Committee		Skills and Expertise: • Finance • REIT and real estate • Capital markets • Strategy Education: • BSFS – Georgetown University Qualifications: Our Board selected Ms. Swanezy to serve as a director because it believes she possesses valuable financial and real estate industry expertise, including experience working with public companies in the REIT industry and knowledge of both public and private capital markets. Professional Experience: • Partner at Hodes Weill & Associates L.P., a global advisory firm focused on the investment management industry for both the real estate and infrastructure sectors, from 2010 to March 2024. • Managing Director, Head of Distribution for Credit Suisse Group AG’s Real Estate Investments Group. • Variety of positions at Deutsche Bank AG and its affiliates, including Partner and Managing Director – Client Relations for RREEF, the real estate investment management business of Deutsche Bank’s Asset Management division as well as the real estate investment banking division. Other Current Public Company Boards: • AvalonBay Communities, Inc. (NYSE): Member of the board of directors since 2016 and member of the compensation committee


The Board unanimously recommends a vote FOR each director nominee

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Executive Officers

The following section sets forth, as of the date of this Proxy Statement, the names, ages, positions and biographical summaries of our current executive officers (the executive officers).

Andrew P. Power, President & Chief Executive Officer Age: 45 Officer since: 2015		Responsibilities: • Providing the day-to-day leadership and setting the strategic direction for the Company Education: • BS - Wake Forest University Mr. Power has served as Chief Executive Officer and a director of the Company since December 2022. Mr. Power’s biographical information is set forth under “—Election of Directors” above.

Matthew Mercier, Chief Financial Officer Age: 45 Officer since: 2020		Responsibilities: • Leading the Company’s global corporate finance organization, including accounting, capital markets, financial planning and reporting, investor relations, tax and treasury Education: • BS - UC Berkeley • MBA - UC Berkeley (Haas School of Business) • Mr. Mercier has served as our Chief Financial Officer since January 2023, having previously served as Senior Vice President of Global Finance and Accounting from March 2020 to January 2023, Senior Vice President of Finance from 2015 to 2020 and Vice President of Finance prior to then. • Prior to joining the Company in 2006, Mr. Mercier worked at Equity Office Properties and KPMG.

Jeannie Lee, Executive Vice President, General Counsel and Secretary Age: 48 Officer since: 2022		Responsibilities: • Leading the Company’s global legal, sustainability, risk management, governance and compliance functions Education: • BA - UC Berkeley • JD - University of Michigan Law School • Ms. Lee has served as our Executive Vice President, General Counsel since January 2022 and Secretary since March 2022, having previously served as Senior Vice President, Deputy General Counsel and Assistant Secretary from 2019 to 2021, Senior Vice President, Associate General Counsel from 2018 to 2019, Vice President, Associate General Counsel from 2016 to 2018 and Vice President, Corporate Counsel prior to then. Ms. Lee joined the Company in 2010. • Prior to joining the Company, Ms. Lee was a corporate attorney with Latham & Watkins LLP where her practice included public company representation and capital markets, mergers and acquisitions and venture capital transactions.

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Corporate Governance

Board Governance Documents

The Board maintains charters for each of its standing committees. In addition, the Board has adopted a written set of Corporate Governance Guidelines, as well as a Code of Business Conduct and Ethics that applies to the Company’s employees, officers and directors, including our principal executive officer and principal financial officer. To view the charters of our Audit Committee, Talent and Compensation Committee and Nominating and Corporate Governance Committee, our Corporate Governance Guidelines and our Code of Business Conduct and Ethics, please visit our website at www.digitalrealty.com. Each of these documents is also available, free of charge, in print to any stockholder who sends a written request to Digital Realty Trust, Inc., 2323 Bryan Street, Suite 1800, Dallas, TX 75201, ATTN: General Counsel and Secretary.

Independent Directors

NYSE listing standards require NYSE-listed companies to have a majority of independent board members and an audit committee, compensation committee and nominating and corporate governance committee, each comprised solely of independent directors. Under the NYSE listing standards, no director of a company qualifies as “independent” unless the board of directors of such company affirmatively determines that the director has no material relationship with such company (either directly or as a partner, stockholder or officer of an organization that has a relationship with such company). The NYSE rules also include certain categorical standards for evaluating director independence.

The Board, by resolution, has affirmatively determined that, based on the standards set forth in the NYSE rules and our corporate governance documents, all non-employee nominees for election to the Board at the Annual Meeting are independent (the Independent Directors). In making this determination, the Board considered the relationships and transactions described under the caption “Certain Relationships and Related Party Transactions” beginning on page 93.

Board Meetings

The Board held six meetings and the Independent Directors met in executive session four times during 2024. The Board Chair serves as the presiding director of the executive sessions of the Independent Directors. Ms. Hogan Preusse served as the Board Chair in 2024. The number of meetings held during 2024 for each Board committee is set forth below under the heading “—Board Committees.” During the year ended December 31, 2024, each of the directors attended at least 75% of the total number of meetings of the Board and of the committees on which he or she served. Five directors attended the 2024 Annual Meeting of Stockholders, and the Board expects all current directors standing for re-election to the Board to attend the Annual Meeting in person, telephonically or virtually, barring unforeseen circumstances or irresolvable conflicts.

Board Leadership Structure

We separate the roles of the Chief Executive Officer and the Board Chair in recognition of the differences between the two roles. The Chief Executive Officer is responsible for setting the strategic direction for the Company and the day-to-day leadership and performance of the Company, while the Board Chair provides guidance to the Chief Executive Officer, sets the agenda for Board meetings and presides over meetings of the full Board and executive sessions of

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the Independent Directors. This separation of the roles of the Board Chair and the Chief Executive Officer allows for greater oversight of the Company by the Board. The Board has determined that our Board leadership structure is the most appropriate at this time, given the specific characteristics and circumstances of the Company, and the skills and experience of Ms. Hogan Preusse and Mr. Power.

Director Onboarding and Director Continuing Education

As part of our director onboarding program, new directors participate in an orientation program which familiarizes them with the Company’s business, operations, strategies and corporate governance practices, and assists them in developing Company and industry knowledge to optimize their service on the Board. Our onboarding program also includes meetings with members of our management team to accelerate our new directors’ ability to engage fully and effectively in deliberations of our Board.

We encourage our directors, and reimburse them for reasonable costs, to attend external director education programs that assist them in discharging their duties. We regularly provide to the Board information relevant to the Company’s business and its industry, as well as corporate governance and regulatory issues. We also periodically provide to the Board presentations by subject matter experts on legal requirements, industry trends and other pertinent matters. Board members are also provided with the opportunity to attend industry conferences and other events, such as tours of our data centers.

Board Committees

The Board has established three standing committees to assist it in carrying out its responsibilities: the Audit Committee, the Talent and Compensation Committee and the Nominating and Corporate Governance Committee. The Board has adopted a written charter for each committee, each of which is available on our website at www.digitalrealty.com and in print to any stockholder who requests it by writing to our General Counsel and Secretary, as provided for in “—Board Governance Documents.” Each committee consists entirely of independent directors in accordance with NYSE rules and with the independence requirements of the Securities Exchange Act of 1934, as amended (the Exchange Act). Committee membership as of the date of this Proxy Statement is listed below.

Audit Committee

Members

Committee Functions

Afshin Mohebbi (Chair)
William G. LaPerch
Jean F.H.P. Mandeville
Susan Swanezy

Number of Meetings in 2024: 11

The Board has determined that each of Messrs. Mohebbi, LaPerch and Mandeville is an “audit committee financial expert” as defined by the SEC.

•

Assist the Board with its oversight responsibilities regarding:

– the integrity of the Company’s financial statements and internal controls over financing reporting;

– the Company’s compliance with legal and regulatory requirements;

– the qualifications, engagement, compensation, and independence of the registered public accounting firm that audits the Company’s financial statements (the independent auditor); and

– the performance of the Company’s internal audit function and independent auditor.

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Prepare the disclosure required by federal securities laws, including Item 407(d)(3)(i) of Regulation S-K, to be included in the Company’s annual proxy statement.

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Responsible for the appointment, compensation, retention, termination, evaluation and oversight of the work of the independent auditor for the purpose of preparing or issuing an audit report or related work or performing other audit, review or attest services for the Company.

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Review, at least annually, the independence, performance, qualifications and quality control procedures of the independent auditor and the experience and qualifications of the independent auditor’s senior personnel.

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Oversee the annual audit, quarterly review, and internal audit.

2025 Proxy Statement

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Before the Company’s independent auditor is engaged by the Company or its subsidiaries to render audit or non-audit services, the Audit Committee is required to pre-approve the engagement. Audit Committee pre-approval of audit and non-audit services will not be required if the engagement for the services is entered into pursuant to pre-approval policies and procedures established by the Audit Committee regarding the Company’s engagement of the independent auditor, provided the policies and procedures are detailed as to the particular service, the Audit Committee is informed of each service provided and such policies and procedures do not include delegation of the Audit Committee’s responsibilities under the Exchange Act to the Company’s management. The Audit Committee may delegate to one or more designated members of the Audit Committee the authority to grant pre-approvals, provided such approvals are presented to the Audit Committee at a subsequent meeting. The Audit Committee delegated the authority to grant pre-approvals to Mr. Mohebbi, the Chair of the Audit Committee.

Further information regarding the specific functions performed by the Audit Committee is set forth below in “Proposal 2. Ratification of Selection of Independent Registered Public Accounting Firm—Audit Committee Report.”

Talent and Compensation Committee

Members

Committee Functions

Kevin J. Kennedy (Chair)
Afshin Mohebbi
Mark R. Patterson
Mary Hogan Preusse

Number of Meetings in 2024: 7

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SEC Form DEF 14A filed by Digital Realty Trust Inc.