Digital Realty Trust : 2025 Proxy Statement
DLR
Published on 06/30/2025 at 15:27
Meeting of Stoc olders
President & Chief Executive Officer
Message from Our President & Chief Executive Officer
The purposes of this year's Annual Meeting are 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;
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;
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);
consider and vote upon the Company's Amended and Restated Employee Stock Purchase Plan;
consider and vote upon a stockholder proposal regarding human right to water if properly presented; and
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,
President & Chief Executive Officer April 25, 2025
Notice of 2025 Annual Meeting of Stockholders
TO THE STOCKHOLDERS OF DIGITAL REALTY TRUST, INC.:
Friday, June 6, 2025
2323 Bryan Street,
Suite 1800
Dallas, TX 75201
The Annual Meeting will be held for the following purposes:
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;
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;
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);
To consider and vote upon the Company's Amended and Restated Employee Stock Purchase Plan;
To consider and vote upon a stockholder proposal regarding human right to water if properly presented; and
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,
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.
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.
Table of contents
Proxy Summary 7
Proxy Statement 21
Information Concerning Voting and Solicitation 21
Proposal 1: Election of Directors 24
Nominees for Election for a One-Year Term Expiring at the 2026 Annual Meeting 25
Executive Officers 33
Corporate Governance 34
Board Governance Documents 34
Independent Directors 34
Board Meetings 34
Board Leadership Structure 34
Director Onboarding and Director Continuing Education 35
Board Committees 35
Qualifications of Director Nominees 37
Director Qualifications and Experience 38
Nominating and Corporate Governance Committee's Process for Considering Director Nominees 38
Manner by Which Stockholders May Recommend Director Nominees 39
Board Evaluations 39
Board's Role in Oversight of Risk 40
Stockholder and Interested Party Communications with the Board 41
Proposal 2: Ratification of Selection of Independent Registered Public Accounting Firm 42
Independent Registered Public Accounting Firm 42
Audit Committee Report 43
Principal Stockholders 44
Executive Compensation 46
Compensation Discussion and Analysis 46
Executive Summary 46
Overview of Our Executive Compensation Program 50
Determination of Executive Compensation 51
Elements of Compensation 53
2025 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 75
CEO Pay Ratio 76
Determining the Median Employee 76
Pay Versus Performance Disclosure 77
Director Compensation 81
Cash Compensation 81
Director Election Program 81
Equity Compensation 82
Disclaimer
Digital Realty Trust Inc. published this content on June 30, 2025, and is solely responsible for the information contained herein. Distributed via Public Technologies (PUBT), unedited and unaltered, on June 30, 2025 at 19:26 UTC.