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

4/25/25 4:05:33 PM ET

$DLR

Real Estate Investment Trusts

Real Estate

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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

Check the appropriate box:
	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


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

	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

	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

	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.

•	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.



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

	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.




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.

	*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.

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.

•	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.

	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

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

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.

•	the review and approval of the corporate goals and objectives relating to the compensation of our CEO and the evaluation of his performance relative to these goals;
•	the review and approval of compensation for our CEO, our CFO and all other named executive officers;
•	the recommendations to the Board with respect to non-CEO compensation, incentive compensation plans and equity-based plans and the review and approval of all executive officers’ employment agreements and severance arrangements; and
•	the preparation and approval of our annual compensation committee report.

(i)	personal and professional integrity, ethics and values;
(ii)	experience in corporate governance including as an officer, board member or senior executive or as a former officer, board member or senior executive of a publicly held company, and a general understanding of marketing, finance and other elements relevant to the success of a publicly traded company in today’s business environment;
(iii)	experience as a board member of another publicly held company;
(iv)	executive, academic and/or operational expertise in an area of the Company’s industry or operations;
(v)	practical and mature business judgment, including ability to make independent analytical inquiries; and
(vi)	ability to work as part of a team.

•	Board engagement with executive and risk management teams to understand critical risks in the Company’s business and strategy;
•	Annual enterprise risk assessments across the Company’s business, which is reviewed by the Board;
•	Board and executive management meetings focused on strategy and strategic risks;
•	A structured and disciplined approach to prudently allocate capital through weekly management Investment Committee meetings;
•	Rigorous internal and third-party audits assessing the Company’s controls and procedures;
•	Evaluating the Company’s risk management processes; and
•	Fostering an appropriate culture of integrity and risk awareness.

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

Notice of 2025 Annual Meeting of Stockholders

Proxy Summary

General Information

Directors

Governance Highlights

Strong Corporate Governance Practices

Strategy and Our Board

Investor Outreach

Other Directorships

Political Contributions

Trade Association Memberships

Community Engagement

Global Focus on Our Communities

Workplace Belonging

Corporate Giving

Donate 8 Program

Matching Gifts Program

20 Years of Digital Realty

Sustainability Highlights

Sustainability Program

Impact Report

Achievements in 2024

Sustainability Recognition

Delivering Clean Energy

Compensation Highlights

Performance Highlights

2024 Financial Highlights

Proxy Statement

Information Concerning Voting and Solicitation

General

Who Can Vote

Quorum

Voting of Shares

Proxy Card and Revocation of Proxy

Counting of Votes

Votes Needed to Approve Each Matter

Solicitation of Proxies

Attendance at the Annual Meeting

Proposal 1: Election of Directors

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

Election of Directors

Executive Officers

Corporate Governance

Board Governance Documents

Independent Directors

Board Meetings

Board Leadership Structure

Director Onboarding and Director Continuing Education

Board Committees

Audit Committee

Talent and Compensation Committee

Nominating and Corporate Governance Committee

Qualifications of Director Nominees

Director Qualifications and Experience

Nominating and Corporate Governance Committee’s Process for Considering Director Nominees

Manner by Which Stockholders May Recommend Director Nominees

Board Evaluations

Board’s Role in Oversight of Risk

Oversight of Cybersecurity

Stockholder and Interested Party Communications with the Board

Proposal 2: Ratification of Selection of Independent Registered Public Accounting Firm

Independent Registered Public Accounting Firm

Audit Committee Report*

Principal Stockholders

Executive Compensation

Compensation Discussion and Analysis

Executive Summary

2024 Compensation Highlights

Pay for Performance

Performance Highlights

Advisory Vote on the Compensation of Named Executive Officers

Good Governance

Overview of Our Executive Compensation Program

Objectives of Our Executive Compensation Program

Elements of Compensation

Determination of Executive Compensation

Competitive Market Data and Compensation Consultant

Peer Group Review

Elements of Compensation

	2024	2023
Audit Fees⁽¹⁾	$ 3,969,000	$ 3,432,000
Audit-Related Fees⁽²⁾	590,000	585,000
Tax Fees	826,000	137,000
All Other Fees⁽³⁾	144,000	47,000
TOTAL FEES	$ 5,529,000	$ 4,201,000

(1)	“Audit Fees” are the aggregate fees billed by KPMG LLP for professional services rendered in connection with the integrated audit of the Company’s annual consolidated financial statements and internal control over financial reporting, audit of the Operating Partnership’s annual consolidated financial statements, and letters to underwriters related to the Company’s common stock and debt securities offerings.
(2)	“Audit-Related Fees” for 2024 and 2023 are fees for required foreign statutory audits for properties in Europe, Asia, Africa, and Australia and the 401(k) plan.
(3)	“All Other Fees” include fees primarily relating to accounting advisory and IT attestation services in 2024 and 2023.

Name of Beneficial Owner
5% Stockholders:	Number of Shares Beneficially Owned		Percentage of All Shares	⁽¹⁾	Percentage of All Shares and Units	⁽²⁾
The Vanguard Group, Inc.⁽⁴⁾	51,453,186		15.3%		15.0%
BlackRock, Inc.⁽⁵⁾	34,878,249		10.4%		10.2%
Cohen & Steers, Inc.⁽⁶⁾	22,167,238		6.6%		6.5%
Norges Bank⁽⁷⁾	21,758,462		6.5%		6.3%
State Street Corporation⁽⁸⁾	19,532,733		5.8%		5.7%

Directors and Named Executive Officers:	Number of Shares and Units Beneficially Owned	⁽¹⁾⁽³⁾	Percentage of All Shares	⁽¹⁾⁽³⁾	Percentage of All Shares and Units	⁽²⁾⁽³⁾
Mary Hogan Preusse⁽⁹⁾	13,674		*		*
Andrew P. Power⁽¹⁰⁾	291,110		*		*
VeraLinn Jamieson⁽¹¹⁾	11,354		*		*
Kevin J. Kennedy⁽¹²⁾	11,342		*		*
William G. LaPerch⁽¹³⁾	23,605		*		*
Jean F.H.P. Mandeville	9,055		*		*
Afshin Mohebbi⁽¹⁴⁾	12,424		*		*
Mark R. Patterson⁽¹⁵⁾	19,617		*		*
Susan Swanezy⁽¹⁶⁾	1,890		*		*
Matthew Mercier⁽¹⁷⁾	25,152		*		*
Jeannie Lee⁽¹⁸⁾	33,438
All directors and executive officers as a group (11 persons)	452,661		*		*

*	Less than 1%.
(1)	Based on 336,748,718 shares of our Common Stock outstanding as of April 7, 2025. For each named executive officer and director, the percentage of shares of our Common Stock beneficially owned by such person assumes that all the units held by such person that are vested or will vest within 60 days of April 7, 2025 are exchanged for shares of our Common Stock and that none of the vested units held by other persons are so exchanged. For all directors and executive officers as a group, the percentage of shares of our Common Stock beneficially owned by such persons assumes that all the units held by such persons that are vested or will vest within 60 days of April 7, 2025 are exchanged for shares of our Common Stock.
(2)	Based on 343,097,766 shares of Common Stock and units outstanding as of April 7, 2025, including 336,748,718 shares of Common Stock and 6,349,048 units. For each named executive officer and director, the percentage of shares of our Common Stock and units beneficially owned by such person assumes that all the units held by such person that are vested or will vest within 60 days of April 7, 2025 are exchanged for shares of our Common Stock and that none of the vested units held by other persons are so exchanged. For all directors and executive officers as a group, the percentage of shares of our Common Stock and units beneficially owned by such persons assumes that all the units held by such persons that are vested or will vest within 60 days of April 7, 2025 are exchanged for shares of our Common Stock.
(3)	Beneficial ownership as of April 7, 2025. This column includes (i) shares of Common Stock that may be acquired through scheduled vesting of restricted stock or restricted stock units and (ii) long-term incentive units that may be acquired through scheduled vesting, in each case within 60 days of April 7, 2025. Includes vesting in 2025 of certain awards listed in the “—Outstanding Equity Awards at Fiscal-Year End” table on page 65.

(4)	Based solely on information contained in a Schedule 13F filed by The Vanguard Group, Inc. with the SEC on February 11, 2025. The address of The Vanguard Group, Inc. is 100 Vanguard Boulevard, Malvern, PA 19355. Sole voting power: none; shared voting power: 605,099 shares; sole dispositive power: 49,797,446 shares; and shared dispositive power: 1,655,740 shares.
(5)	Based solely on information contained in a Schedule 13F filed by BlackRock, Inc. with the SEC on February 7, 2025. The address of BlackRock, Inc. is 50 Hudson Yards, New York, NY 10001. Sole voting power: 31,986,710 shares; sole dispositive power: 34,878,249 shares; and shared voting and shared dispositive powers: none.
(6)	Based solely on information contained in a Schedule 13F filed by Cohen & Steers, Inc. with the SEC on February 13, 2025 The address of Cohen & Steers, Inc. is 1166 Avenue of the Americas, 30^thFloor, New York, NY 10036. Sole voting power: 15,709,870 shares; sole dispositive power: 22,167,238 shares; and shared voting and shared dispositive powers: none.
(7)	Based solely on information contained in a Schedule 13F filed by Norges Bank (The Central Bank of Norway) with the SEC on February 12, 2025. The address of Norges Bank is Bankplassen 2, PO Box 1179 Sentrum, NO 0107 Oslo, Norway. Sole voting and sole dispositive powers: 21,758,462 shares; shared voting power: none; and shared dispositive power: none.
(8)	Based solely on information contained in a Schedule 13F filed by State Street Corporation with the SEC on February 14, 2025. The address of State Street Corporation is State Street Financial Center, 1 Congress Street, Suite 1, Boston, MA 02114. Sole voting and sole dispositive powers: none; shared voting power: 11,691,583 shares; and shared dispositive power: 19,532,733 shares.
(9)	Includes 13,674 vested long-term incentive units.
(10)	Includes 132,614 vested long-term incentive units and 158,496 vested Class D Units.
(11)	Includes 11,354 vested long-term incentive units.
(12)	Includes 11,342 vested long-term incentive units.
(13)	Includes 11,597 vested long-term incentive units. Mr. LaPerch also beneficially owns 1,200 shares of the Company’s 5.250% Series J Cumulative Redeemable Preferred Stock, which constitutes less than 1% of the 8,000,000 shares of series J preferred stock currently outstanding.
(14)	Includes 12,424 vested long-term incentive units.
(15)	Includes 12,920 vested long-term incentive units.
(16)	Includes 1,890 vested long-term incentive units.
(17)	Includes 11,196 vested long-term incentive units and 13,956 vested Class D Units.
(18)	Includes 20,928 vested long-term incentive units and 1,777 vested Class D Units.

Name	Position
Andrew P. Power	President & Chief Executive Officer
Matthew Mercier	Chief Financial Officer
Jeannie Lee	Executive Vice President, General Counsel and Secretary

Component	Link to Program Objectives	Type of Compensation	Description
Base Salary	Fixed level of cash compensation to attract and retain key executive officers in a competitive marketplace	Cash	Determined based on evaluation of individual’s experience and current performance, internal pay equity and a comparison to salaries of similarly situated executive officers in our peer group
Annual Incentive Bonus	Incentive opportunity (set as a percentage of base salary) that encourages executive officers to achieve annual Company and individual goals Assists in attracting, retaining and motivating employees in the near and long term	Cash and/or equity	Earned based on the attainment of a combination of corporate/financial and individual performance goals Specific Company performance measures include Core FFO per diluted share and unit (measuring earnings), Same Store Cash NOI (measuring portfolio performance), leverage and ≤1 MW and interconnection signings (see Appendix 1 for definitions of Core FFO and Same Store Cash NOI) Executive officers also have the option to receive all or a part of their annual incentive bonus in equity (described in more detail below under “—Equity in Lieu of Annual Cash Bonuses”)
Long-Term Incentive Program	Focuses executive officers on creating long-term stockholder value and directly aligns with stockholders’ interests Provides additional tool for retention	Equity	A mixture of performance-based and time-based awards were granted to our named executive officers in 2024 as follows: • President & CEO: 60% performance-based + 40% time-based • All other named executive officers: 50% performance-based + 50% time-based Performance-Based Awards: Three-year performance periods with actual vesting of units at 0% to 200% of target based on (i) relative total stockholder return over the performance period or (ii) average Same Store Cash NOI growth over the performance period; 50% of performance-vested units time-vest upon the conclusion of the applicable performance period and 50% time-vest one year thereafter Time-Based Awards: 25% of the units vest annually over four years

What We Do:		What We Don’t Do:
	*We Pay for Performance:* Our compensation programs are designed to directly align with Company performance, and base salaries comprise a relatively modest portion of each named executive officer’s total compensation opportunity.		*We Do Not Guarantee Salary Increases or Bonuses:* We do not guarantee annual salary increases or annual incentive bonuses.
	*We Balance Short-Term and Long-Term Incentives:* We use multiple performance measures across multiple performance periods in determining annual incentive bonuses and granting equity awards, which mitigate compensation-related risk.		*We Do Not Allow Uncapped Payouts:* We have a defined compensation program that does not allow for uncapped bonus payouts.
	*We Maintain Stock Ownership Guidelines:* We have robust stock ownership guidelines, and each of our officers and directors subject to the guidelines are in compliance.		*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 executive terminations.
	*We Retain an Independent Compensation Consultant:* Our independent compensation consultant is engaged by and reports directly to our Talent and Compensation Committee in providing guidance on a variety of compensation matters.		*We Do Not Allow Hedging:* We do not permit directors, executive officers or employees to hedge our securities.
	*We Have Adopted an Executive Compensation Clawback* *Policy:* In accordance with SEC and NYSE rules, the Company adopted an executive compensation clawback policy which provides for the recovery of erroneously awarded incentive-based compensation in the event of a financial restatement.		*We Do Not Provide Excessive Perquisites:* Our executive officers receive limited perquisites and benefits.

•	Achieve superior risk-adjusted returns. We have managed our business, including our development pipeline and leasing transactions, by targeting appropriate risk-adjusted returns. We believe that achieving appropriate risk-adjusted returns on our business will deliver superior stockholder returns.
•	Prudently allocate capital. We have made strategic and complementary investments while preserving the flexibility of our balance sheet. We are committed to maintaining a conservative capital structure.
•	Leverage technology to develop comprehensive and diverse products. We have diversified our product offering, organically and through acquisitions, and believe that we have one of the most comprehensive suites of global data center solutions available to customers from a single provider.
•	Accelerate global reach and scale. We have strategically pursued international expansion since our IPO in 2004 and now operate across six continents. We believe that our global multi-product data center portfolio is a foundational element of our strategy and our scale and global platform represent key competitive advantages difficult to replicate.
•	Drive revenue growth and operating efficiencies. We aggressively manage our data centers to maximize cash flow and control costs by leveraging our scale to drive operating efficiencies.

•	As in past years, the named executive officers were eligible to earn annual incentive compensation based upon achievement of specific financial, operational and organizational objectives for 2024, as approved by the Talent and Compensation Committee, that are designed to challenge the named executive officers to achieve high performance.
•	A significant portion of our named executive officers’ total cash compensation remains dependent on Company and individual performance.
•	The Talent and Compensation Committee determines total compensation and the individual components of compensation after reviewing survey data and pay levels of, and the Company’s historical performance relative to, its peer group.
•	Our compensation program encourages our named executive officers to build and maintain an ownership interest in the Company through equity awards, including awards of long-term incentive units in our Operating Partnership (PIUs) which are redeemable for shares of our Common Stock and restricted stock units covering shares of our Common Stock (RSUs). PIUs are profits interest units of the Operating Partnership, including time-based profits interest units and performance-based Class D Units. In addition to performance-based vesting, 2024 performance-based equity awards granted to our named executive officers are subject to time-based vesting following the end of the applicable three-year performance period. Additionally, under our Equity Election Program (as discussed further below under “—Equity in Lieu of Annual Cash Bonuses”), our named executive officers may elect to receive all or a portion of their annual incentive compensation in any combination of (i) cash, (ii) fully-vested PIUs or fully-vested shares of Common Stock (with a value equal to 100% of the annual incentive bonus amount subject to the election), or (iii) unvested PIUs or unvested RSUs (with a value equal to 125% of the annual incentive bonus amount subject to the election) that vest in equal installments over a two-year period.
•	In 2024, Semler Brossy was retained directly by and reported to the Talent and Compensation Committee. Semler Brossy had no prior relationship with any of our named executive officers.
•	In 2024, base salaries represented 6% to 16% of total compensation for our named executive officers reflecting our philosophy of paying for performance and aligning the interests of our named executive officers with stockholders’ interests.
•	Based on the recommendations of management, a review of the Company’s business plan and strategic objectives and the analysis provided by Semler Brossy, the Talent and Compensation Committee established financial, revenue and individual goals for each named executive officer for 2024.
•	In accordance with SEC and NYSE rules, the Company maintains an executive compensation clawback policy which is a risk mitigating factor and provides for the recovery of erroneously awarded incentive-based compensation from our executive officers in the event of a financial restatement.