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

4/17/26 4:01:57 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 2026 Annual Meeting of Stockholders (the Annual Meeting) of Digital Realty Trust, Inc., a Maryland corporation (the Company), to be held on May 29, 2026, at 10:00 a.m. CDT, at 601 W. 2^nd Street, Floor 32, Austin, TX 78701.

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

(i)

consider and vote upon the election of Stephen R. Bolze, 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 2027 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, 2026;

(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 a stockholder proposal regarding enhanced water risk disclosure, if properly presented; and

(v)

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

The accompanying Notice of 2026 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 17, 2026

2026 Proxy Statement

Notice of 2026 Annual Meeting of Stockholders

TO THE STOCKHOLDERS OF DIGITAL REALTY TRUST, INC.:

NOTICE IS HEREBY GIVEN that the 2026 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, May 29, 2026

10:00 a.m. CDT

601 W. 2^ndStreet
Floor 32
Austin, TX 78701

The Annual Meeting will be held for the following purposes:

1.	To consider and vote upon the election of Stephen R. Bolze, 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 2027 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, 2026;
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 a stockholder proposal regarding enhanced water risk disclosure, if properly presented; and
5.	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 March 30, 2026 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 17, 2026

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.

2026 Proxy Statement

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 2027 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	49
Determination of Executive Compensation	51
Elements of Compensation	52
2026 Compensation	60
Tax and Accounting Considerations	60
Talent and Compensation Committee Report	61
Talent and Compensation Committee Interlocks and Insider Participation	61
Summary Compensation Table	62
Grants of Plan-Based Awards	64
Narrative Disclosure to Compensation Tables	65
Employment and Severance Agreements	65
Outstanding Equity Awards at Fiscal Year-End	67
Option Exercises and Stock Vested	70
Deferred Compensation Plan	71
Potential Payments upon Termination or Change in Control	72
Employment Agreements	72
Severance Agreements	73
Performance-Based Long-Term Incentive Awards	73
Time-Based Long-Term Incentive Awards	74
Estimated Potential Payments	76
CEO Pay Ratio	77
Determining the Median Employee	77
Pay Versus Performance Disclosure	78
Director Compensation	82
Cash Compensation	82
Director Election Program	82
Equity Compensation	83
Other	84
Director Compensation	84
Stock Ownership Guidelines	85
Insider Trading Policy and Procedures	85
Anti-Hedging and Anti-Pledging Policy	85
Compensation Risk Assessment	85
Equity Compensation Plans	86
Proposal 3: Advisory Non-Binding Vote on Executive Compensation	87
Background	87
Summary	87
Recommendation	88
Proposal 4: Stockholder Proposal Regarding Enhanced Water Risk Disclosure	89
Enhanced Water Risk Disclosure	89
Board of Directors’ Statement in Opposition	90
Certain Relationships and Related Party Transactions	92
Review, Approval or Ratification of Transactions with Related Persons	92
Indemnification Agreements	92
Annual Report on Form 10-K	93
Other Matters	93
Delinquent Section 16(a) Reports	93
Stockholder Proposals and Nominations	93
Householding of Proxy Materials	94
Appendix 1	95
Forward-Looking Statements	95
Non-GAAP Financial Measures	96

2026 Proxy Statement


Meeting:	Annual Meeting of Stockholders	Stock Symbol:	DLR
Date:	Friday, May 29, 2026	Exchange:	New York Stock Exchange
Time:	10:00 a.m. CDT
Location:	601 W. 2^ndStreet Floor 32 Austin, TX 78701	State of Incorporation:	Maryland
	601 W. 2^ndStreet Floor 32 Austin, TX 78701	Public Company Since:	2004
Record Date:	March 30, 2026	Common Stock Outstanding as of the Record Date:	348,955,463 shares
Corporate Website: www.digitalrealty.com
Investor Relations Website: investor.digitalrealty.com

				Committee Membership
Name	Age	Years on Board	Independent	Audit	Talent and Compensation	Nominating and Corporate Governance
Mary Hogan Preusse	57	9
Stephen R. Bolze	63	0
VeraLinn Jamieson	65	6
Kevin J. Kennedy	70	13
William G. LaPerch	70	13
Jean F.H.P. Mandeville	66	6
Afshin Mohebbi	63	10
Mark R. Patterson	65	10
Andrew P. Power	46	3
Susan Swanezy	67	2

	Separate Independent Board Chair and Chief Executive Officer
	Our directors stand for election each year
	Majority voting standard for director elections
	9 of 10 directors standing for re-election are independent
	Regular executive sessions of Independent Directors
	4 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, team members 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

	2025
Trade Associations⁽¹⁾		Company Dues and Contributions		Lobbying (%)		⁽²⁾	Company Dues Allocated to Lobbying
National Association of Real Estate Investment Trusts		$	298,113		25%		$	74,528
AI Infrastructure Coalition Inc.			250,000		0%	⁽³⁾		0	⁽³⁾
Data Center Coalition			100,000		50%			50,000
Information Technology Industry Council			125,000		17.5%			21,875
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.
(3)	AI Infrastructure Coalition Inc. generally does not allocate funds towards lobbying and expects that less than 10% of Company Dues and Contributions will be used towards those activities.

•	Northern Virginia workforce development. We continued our partnership with Northern Virginia Community College’s Data Center Operations program through classroom engagement, data center tours, and internships. In 2024 and 2025 combined, Digital Realty hosted 44 interns and hired 35 into full-time roles, helping build the next generation of digital infrastructure professionals.
•	Education and global impact initiatives. Digital Realty supported STEM education and literacy programs through partnerships with local groups, such as the Chandler Education Foundation in Arizona, while also contributing to global initiatives, including The Washing Machine Project, which helps improve everyday living conditions in underserved communities.
•	Local community engagement. Our Northern Virginia teams supported a range of local initiatives, including sponsoring the Loudoun County Sweet Jazz Festival, donating to schools and youth programs, and participating in an American Red Cross blood drive held at our Digital Dulles campus.
•	American Heart Association. Digital Realty supported the American Heart Association, including the 2025 Dallas CycleNation event, where Dallas-based team members rode to raise awareness and funds to fight heart disease and stroke.



1.7 GW	100%	1.5 GW	185

renewables contracted	renewables power for EMEA portfolio	green building certifications	data centers matched with 100% renewable energy

	We were recognized as one of TIME’s Most Sustainable Companies.
	We expanded clean energy coverage for our data centers in Canada, Singapore, and Australia.
	We achieved Ecovadis Gold rating.
	We announced a 500 GWh per year hydropower PPA, expected to begin generating power in 2029.
	We signed community solar agreements to expand clean and renewable energy coverage in Chicago.
	We achieved SS 564 green data center certification for energy and environmental management practices for our Singapore data center portfolio.
	We issued €1.4 billion aggregate principal of green bonds, bringing our cumulative green bond issuances to $8.5 billion.




LEADER IN THE LIGHT SUSTAINABILITY ACHIEVEMENT			ECOVADIS

For the eighth consecutive year, we received Nareit’s data center “Leader in the Light” award, representing superior environmental efforts in 2024 (the most recent award year).			We received a Gold rating from Ecovadis, reflecting the quality of our sustainability management system as assessed by Ecovadis and placing us in the top 5% among assessed companies.



EPA ENERGY STAR AND ENERGY STAR PARTNER OF THE YEAR			GREEN BUILDING CERTIFICATIONS

We certified 39 data centers in 2025 under the EPA Energy Star program, covering 53% of our managed and operational US data center portfolio by square footage. Digital Realty received the ENERGY STAR Partner of the Year Sustained Excellence award from the U.S. Environmental Protection Agency for the fourth year in 2024 (the most recent award year), underscoring our commitment to advancing environmental sustainability initiatives.			In 2025, Digital Realty certified six new developments under USGBC LEED sustainable building certifications, encompassing 196 MW-IT.

	*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 an SEC- and NYSE-compliant clawback policy* Our clawback policy complies with the requirements of Rule 10D-1 under the Securities Exchange Act of 1943 (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	CFFO Per Share Growth⁽²⁾	Total Enterprise Value	Market Capitalization
$1.18 billion⁽¹⁾	10% year over year	$73 billion⁽³⁾⁽⁴⁾	$54 billion⁽⁴⁾

(1)	Reflects interconnection bookings and the Company’s proportionate share of bookings completed through consolidated and unconsolidated joint ventures and funds.
(2)	Core FFO per share is a non-GAAP financial measure. For a reconciliation of this measure to the nearest GAAP equivalent, see Appendix 1. Net Income per share for 2025 is $3.58.
(3)	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.
(4)	The market value of common equity is based on the closing stock price of $154.71 on December 31, 2025 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 601 W. 2^ndStreet, Floor 32, Austin, TX 78701, 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 2026	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:	Stockholder Proposal Regarding Enhanced Water Risk Disclosure	AGAINST	Affirmative vote of a majority of the votes cast	No

Susan Swanezy Age: 67 Director since: April 2024 Committees: • Talent and Compensation 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, chair of the nominating, governance and corporate responsibility committee and member of the compensation committee


The Board unanimously recommends a vote FOR each director nominee

Andrew P. Power, President & Chief Executive Officer Age: 46		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: 46		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: 49		Responsibilities: • Leading the Company’s global legal, sustainability, risk management, governance, compliance and public affairs 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.

Members		Committee Functions
Afshin Mohebbi (Chair) Stephen R. Bolze⁽¹⁾ William G. LaPerch Jean F.H.P. Mandeville		• 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. • 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. • 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. • 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. • Oversee the annual audit, quarterly review, and internal audit.
Number of Meetings in 2025: 12
The Board has determined that each of Messrs. Mohebbi, Bolze, LaPerch and Mandeville is an “audit committee financial expert” as defined by the SEC.

Members		Committee Functions
Kevin J. Kennedy (Chair) Afshin Mohebbi Mark R. Patterson Mary Hogan Preusse Susan Swanezy⁽¹⁾		• Discharge or assist the Board in discharging the Board’s responsibilities relating to compensation of the Company’s executive officers, including by designing (in consultation with the Company’s management), approving, recommending to the Board for approval, implementing, administering, managing and evaluating the Company’s compensation plans, policies and programs. • Review, at least annually, the performance and compensation of our executive officers and approve the compensation of our named executive officers. • Review and approve, at least annually, the corporate goals and objectives relating to the compensation of our Chief Executive Officer and evaluate his performance relative to these goals. • Administer the Digital Realty Trust, Inc., Digital Services, Inc. and Digital Realty Trust, L.P. 2014 Incentive Award Plan, as amended (the 2014 Plan), the Digital Realty 2025 Carried Interest Plan (the Carried Interest Plan) and the Digital Realty Trust, Inc. Amended and Restated Employee Stock Purchase Plan (the ESPP). • Prepare the disclosure required by federal securities laws to be included in the Company’s annual proxy statement.
Number of Meetings in 2025: 5

	•	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 its annual compensation committee report.

Skill/Qualification
Accounting/Financial Literacy
Corporate Governance
Executive Leadership
Financial/Capital Markets
International Experience
Real Estate Investment
Risk Management
Sales/Marketing
Strategy
Technology Experience
Veteran

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

Notice of 2026 Annual Meeting of Stockholders

Table of contents

Proxy Summary

Directors

Governance Highlights

Strong Corporate Governance Practices

Strategy and Our Board

Investor Outreach

Other Directorships

Political Contributions

Trade Association Memberships

Direct Lobbying Expenditures

Community Engagement

Workplace Belonging

Corporate Giving

Sustainability Highlights

Sustainability Program

Impact Report

Achievements in 2025

Sustainability Recognition

Sustainable Operations Across Our Zurich Data Center Campus

Compensation Highlights

Performance Highlights

2025 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 2027 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

Good Governance

Pay for Performance

Carried Interest Plan

Performance Highlights

Advisory Vote on the Compensation of Named Executive Officers

2025 Compensation Highlights

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

Annual Base Salary

Annual Incentive Compensation

	•	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.

		2025		2024
Audit Fees⁽¹⁾	$	3,819,000	$	3,969,000
Audit-Related Fees⁽²⁾		565,000		590,000
Tax Fees		597,000		826,000
All Other Fees⁽³⁾		50,000		144,000
TOTAL FEES	$	5,031,000	$	5,529,000

(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 2025 and 2024 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 IT attestation services in 2025 and 2024.

	*	Less than 1%.
	(1)	Based on 348,955,463 shares of our Common Stock outstanding as of March 30, 2026. 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 March 30, 2026 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 March 30, 2026 are exchanged for shares of our Common Stock.
	(2)	Based on 355,247,552 shares of Common Stock and units outstanding as of March 30, 2026, including 348,955,463 shares of Common Stock and 6,292,089 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 March 30, 2026 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 March 30, 2026 are exchanged for shares of our Common Stock.

	(3)	Beneficial ownership as of March 30, 2026. 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 March 30, 2026. Includes vesting in 2025 of certain awards listed in the “—Outstanding Equity Awards at Fiscal-Year End” table on page 67.
	(4)	Based solely on information contained in a Schedule 13F filed by BlackRock, Inc. with the SEC on February 12, 2026. The address of BlackRock, Inc. is 50 Hudson Yards, New York, NY 10001. Sole voting power: 35,723,367 shares; sole dispositive power: 38,800,592 shares; and shared voting and shared dispositive powers: none.
	(5)	Based solely on information contained in a Schedule 13F filed by Cohen & Steers, Inc. with the SEC on February 13, 2026. The address of Cohen & Steers, Inc. is 1166 Avenue of the Americas, 30^thFloor, New York, NY 10036. Sole voting power: 21,039,157 shares; sole dispositive power: 28,001,340 shares; and shared voting and shared dispositive powers: none.
	(6)	Based solely on information contained in a Schedule 13F filed by Norges Bank (The Central Bank of Norway) with the SEC on February 10, 2026. The address of Norges Bank is Bankplassen 2, PO Box 1179 Sentrum, NO 0107 Oslo, Norway. Sole voting and sole dispositive powers: 21,995,957 shares; shared voting and shared dispositive power: none.
	(7)	Based solely on information contained in a Schedule 13F filed by State Street Corporation with the SEC on February 13, 2026. 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: 2,239,222 shares; and shared dispositive power: 20,649,053 shares.
	(8)	Includes 11,374 vested long-term incentive units.
	(9)	Includes 142,918 vested long-term incentive units and 181,862 vested Class D Units.
	(10)	Includes 743 vested long-term incentive units.
	(11)	Includes 13,102 vested long-term incentive units.
	(12)	Includes 12,642 vested long-term incentive units.
	(13)	Includes 13,480 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 13,724 vested long-term incentive units.
	(15)	Includes 14,220 vested long-term incentive units.
	(16)	Includes 3,416 vested long-term incentive units.
	(17)	Includes 20,945 vested long-term incentive units and 23,321 vested Class D Units.
	(18)	Includes 25,582 vested long-term incentive units and 9,069 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

•	Strong alignment with stockholder return and financial results through performance-based long-term equity awards;
•	Annual incentives tied to key financial and operational priorities;
•	A balanced mix of short-term and multi-year performance measures; and
•	Robust governance practices and independent oversight.

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 the 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) 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 sustaining long-term stockholder value and directly aligns with stockholders’ interests Provides additional tool for retention Aligns executive compensation with both relative market performance and financial results over a multi-year horizon	Equity	A mixture of performance-based and time-based awards were granted to our named executive officers in 2025 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: • total stockholder return relative to the MSCI US REIT Index (RMS) over the performance period; or • 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
Carried Interest Plan	Designed to attract, retain and incentivize certain executives and other employees in connection with, and to recognize the success of, certain strategic capital ventures of the Company	Equity	There are two types of awards under the Carried Interest Plan: carried interest awards and appreciation interest awards Awards vest upon the satisfaction of both a service condition and a performance condition: • The service condition will be satisfied with respect to 25% of the award on each of the first four annual anniversaries of the applicable vesting commencement date • The performance condition will be satisfied with respect to 100% of the award on the first distribution date on which the applicable performance hurdles for the applicable investment vehicle are satisfied Distributions in respect of awards are 100% at-risk based on the performance of the applicable investment vehicles

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.

•	Achieving 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 allocating 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.
•	Leveraging 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.
•	Accelerating 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.
•	Driving 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.