DEF 14A 1 ldlr2022_def14a.htm DIGITAL REALTY TRUST, INC. - DEF 14A 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

A. William Stein
Chief Executive Officer

Dear Stockholder:

You are cordially invited to attend the 2022 Annual Meeting of Stockholders (the Annual Meeting) of Digital Realty Trust, Inc., a Maryland corporation (the Company), to be held on June 3, 2022, at 10:00 a.m. CDT, at 5707 Southwest Parkway, Building 1, Suite 275, Austin, TX 78735.

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

(i)	consider and vote upon the election of Laurence A. Chapman, Alexis Black Bjorlin, VeraLinn Jamieson, Kevin J. Kennedy, William G. LaPerch, Jean F.H.P. Mandeville, Afshin Mohebbi, Mark R. Patterson, Mary Hogan Preusse, Dennis E. Singleton and A. William Stein as members of the Company’s Board of Directors, each to serve until the 2023 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, 2022;

(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 reporting on concealment clauses; and

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

The accompanying Notice of 2022 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,



	A. William Stein Chief Executive Officer April 22, 2022

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Notice of 2022 Annual Meeting of Stockholders

TO THE STOCKHOLDERS OF DIGITAL REALTY TRUST, INC.:

NOTICE IS HEREBY GIVEN that the 2022 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 3, 2022

10:00 am CDT

5707 Southwest Parkway, Building 1, Suite 275

Austin, TX 78735

The Annual Meeting will be held for the following purposes:

1.	To consider and vote upon the election of Laurence A. Chapman, Alexis Black Bjorlin, VeraLinn Jamieson, Kevin J. Kennedy, William G. LaPerch, Jean F.H.P. Mandeville, Afshin Mohebbi, Mark R. Patterson, Mary Hogan Preusse, Dennis E. Singleton and A. William Stein as members of the Company’s Board of Directors (the Board) each to serve until the 2023 Annual Meeting of Stockholders and until a successor for each is duly elected and qualifies;

2.	To consider and vote upon ratifying KPMG LLP as the Company’s independent registered public accounting firm for the year ending December 31, 2022;

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 reporting on concealment clauses; and

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

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.

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.

The Board has fixed the close of business on April 6, 2022 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

Dated: April 22, 2022

By Order of Our Board of Directors,

Jeannie Lee

Secretary

Table of Contents

PROXY SUMMARY		6
PROXY STATEMENT		17

Information Concerning Voting and Solicitation		17
PROPOSAL 1.	ELECTION OF DIRECTORS	20

Nominees for Election for a One-Year Term Expiring at the 2023 Annual Meeting		21
Board Governance Documents		30
Independent Directors		30
Board Meetings		30
Board Leadership Structure		30
Director Continuing Education		30
Board Committees		31
Director Qualifications and Experience		34
Board’s Role in Oversight of Risk		36
Stockholder and Interested Party Communications with the Board		37
PROPOSAL 2.	RATIFICATION OF SELECTION OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM	38

Independent Registered Public Accounting Firm		38
Audit Committee Report		39
PRINCIPAL STOCKHOLDERS		40
EXECUTIVE COMPENSATION		42

Compensation Discussion and Analysis		42
Executive Summary		42
Compensation Committee Report		55
Summary Compensation Table		56
Grants of Plan-Based Awards		58
Narrative Disclosure to Compensation Tables		59
Outstanding Equity Awards at Fiscal Year-End		60
Option Exercises and Stock Vested		62
Nonqualified Compensation		62
Deferred Compensation Plan		62
Potential Payments upon Termination or Change in Control		63
CEO Pay Ratio		66
2022 Compensation		66
DIRECTOR COMPENSATION		67
STOCK OWNERSHIP GUIDELINES		69

Anti-Hedging and Anti-Pledging Policy		69
COMPENSATION RISK ASSESSMENT		69
EQUITY COMPENSATION PLANS		70
PROPOSAL 3.	ADVISORY NON-BINDING VOTE ON EXECUTIVE COMPENSATION	71

Background		71
Summary		71
Recommendation		72
PROPOSAL 4.	STOCKHOLDER PROPOSAL REGARDING REPORTING ON CONCEALMENT CLAUSES	73
CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS		76

Review, Approval or Ratification of Transactions with Related Persons		76
Indemnification Agreements		76
ANNUAL REPORT ON FORM 10-K		76
OTHER MATTERS		77

Section 16(a) Beneficial Ownership Reporting Compliance		77
Stockholder Proposals and Nominations		77
Householding of Proxy Materials		78
APPENDIX		79

Non-GAAP Financial Measures		79

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Proxy Summary

This summary highlights some of the topics discussed in this Proxy Statement. 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 3, 2022	Exchange:	New York Stock Exchange

Time:	10:00 a.m. CDT

Location:	5707 Southwest Parkway	State of Incorporation:	Maryland
	Building 1, Suite 275
	Austin, TX 78735	Public Company Since:	2004

Record Date:	April 6, 2022	Common Stock Outstanding as of the Record Date:	284,667,850 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.; “Interxion” refer to InterXion Holding N.V.; “Interxion combination” refer to the combination of the Company and Interxion, which closed in March 2020; and “Operating Partnership” refer to Digital Realty Trust, L.P., of which Digital Realty Trust, Inc. is the general partner.

Directors

We believe our Board membership is both balanced and diverse 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
						Nominating
		Years on				and Corporate
Name	Age	Board	Independent	Audit	Compensation	Governance
Laurence A. Chapman	72	17
Alexis Black Bjorlin	48	2
VeraLinn Jamieson	61	2
Kevin J. Kennedy	66	9
William G. LaPerch	66	9
Jean F.H.P. Mandeville	62	2
Afshin Mohebbi	59	6
Mark R. Patterson	61	6
Mary Hogan Preusse	53	5
Dennis E. Singleton	77	17*
A. William Stein	68	7

= Chairman of the Board

= Committee Chair

= Member

Note: Committee membership as of the date of this Proxy Statement

*	Years on Board includes Mr. Singleton’s service as director emeritus. Mr. Singleton served as director emeritus from June 2020 – June 2021, after which time he was re-elected to the Board. Prior to June 2020, Mr. Singleton served on our Board for over 15 years.

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We are committed to diversity, and in February 2019, our Nominating and Corporate Governance Committee and the Board amended our Corporate Governance Guidelines to clarify that the Nominating and Corporate Governance Committee will ensure that it includes, and request that any search firm that it engages include, candidates with diversity of race, ethnicity and gender in the pool from which the Nominating and Corporate Governance Committee selects director candidates. We also updated our Nominating and Corporate Governance Committee Charter to include the Nominating and Corporate Governance Committee’s oversight responsibility to at least annually review and discuss with management the strategy and performance of, and the Company’s procedures for identifying, assessing, monitoring and managing risks and opportunities related to, the Company’s environmental, social and governance programs, including corporate responsibility, sustainability, climate change, and diversity, equity and inclusion activities.

For more information about the qualifications and experience of each of our directors, please see the “Director Qualifications and Experience” table on page 34.

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 and a diversity of perspectives. In 2020, the Nominating and Corporate Governance Committee recommended, and the Board approved, the addition of Alexis Black Bjorlin and VeraLinn Jamieson and, in connection with the Interxion combination, Jean F.H.P. Mandeville, to the Board. In 2021, the Nominating and Corporate Governance Committee also recommended, and the Board approved, changes to the composition of the Board committees to maintain balance and ensure fresh perspectives. See “Board Committees” for additional details.

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Governance Highlights

Strong Corporate Governance Practices

We are committed to maintaining strong corporate governance practices.

	Separate Independent Chairman and Chief Executive Officer
	Our directors stand for election each year
	Majority voting standard for director elections
	10 of 11 directors standing for election are independent
	Executive sessions of Independent Directors
	4 audit committee financial experts
	Annual Board and committee self-evaluations
	Oversight of risk by the Board
	Board orientation and continuing education program
	Codes of conduct for directors, employees and vendors
	Anti-hedging and anti-pledging policy
	All directors and executive officers in compliance with stock ownership guidelines
	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, 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 many of our major metro areas. In 2021, we participated in 19 investor conferences, all conducted virtually, with an estimated total of more than 110 separate meetings with over 350 investors.

For information about how to contact Investor Relations, please see the section below entitled “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.

Governance Timeline and Improvements

Over the years, we have implemented corporate governance best practices and improvements as highlighted below.

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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. The Nominating and Corporate Governance Committee annually reviews the Company’s lobbying expenses and activities, any other political contributions and membership in trade associations.

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 2021, 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 government affairs and legal departments oversee 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 2021. 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

	2021
Trade Associations⁽¹⁾	Company Dues and Contributions		Lobbying (%)⁽²⁾		Company Dues Allocated to Lobbying
National Association of Real Estate Investment Trusts	$	240,000		25%	$	60,000
Real Estate Roundtable		35,000		65%		22,750
The Data Center Coalition		25,000		30%		7,500
Information Technology Industry Council		71,000		17.5%		12,425
Clean Energy Buyers Association		25,000		1%		250

(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.

Direct Lobbying Expenditures

In 2021, the Company paid approximately $800,000* in direct lobbying expenditures for external consultants and lobbyists as well as employee compensation for our employee engaged in lobbying activities. As required by the U.S. Lobby Disclosure Act (LDA), the Company files quarterly reports (LDA Reports) on its federal lobbying activities and expenditures and semi-annual reports (LDA-203 Reports) to disclose all political contributions and spending. Both the quarterly LDA Reports and the semi-annual LDA-203 Reports can be found at the Lobbying Disclosures Search page (disclosurespreview.house.gov). In the event any political contributions are made in other jurisdictions, the Company will adhere to all relevant legal reporting and disclosure requirements.

*	The Company made no direct contributions to any political parties or candidates.

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Environmental, Social and Governance Matters

Environmental, Social and Governance Focus in Our Communities - Globally

We are committed to being proactive, engaged members of the communities we operate in, globally. Our programs include:

Texas Power

In our new home state of Texas, we were able to navigate the extreme weather and help out our neighbors during the February 2021 Texas ice storms and power outages. During the crisis, we maintained 100% uptime for critical and essential digital services as per our designs. Thanks to our diesel reserves and robust resupply networks we were able to keep our generators fully fueled. We also assisted customers in need by redirecting excess fuel supplies for use at their other non-Digital Realty properties.

We also offered the use of one of our data center spaces in Lewisville, Texas to provide potential overflow facilities to the city for families who lacked access to power and heat. Additionally, we made strategic donations to local philanthropic organizations, helping families in need across our home state.

Our ability to weather the storm underscored our operational excellence, which is also reflected in our 15 consecutive years of five-nines (99.999%) uptime.

Diversity, Equity and Inclusion (DEI)

In 2021, the Company continued to expand its Diversity, Equity and Inclusion (DEI) efforts through its DEI Council, led by employees spanning various management levels and global regions with executive sponsorship. Through the DEI Council, we launched the Black Employee Resource Group (ERG), Digital Pride (our LGBTQIA+ ERG) and Digital Voces (our Hispanic ERG). We now have five ERGs inclusive of our Veteran’s ERG and the Women’s Leadership Forum (WLF) all of which seek to promote inclusion internally and create opportunities for each of these communities. Today, more than 500 employees globally are members of the Company's ERGs. Through the DEI Council, the Company has also expanded its philanthropy and community engagement activities with strategic donations and partnerships with global charitable organizations.

To emphasize the Company’s commitment, our CEO signed the CEO Action Pledge for Diversity & Inclusion, the largest CEO-driven business commitment to advance diversity and inclusion in the workplace, and has served as the Co-Chair of Nareit’s Dividends through Diversity, Equity & Inclusion CEO Council since 2021.

Corporate Giving and Diversity, Equity and Inclusion

Since 2020, Digital Realty has provided philanthropic support to help global and local charitable organizations on the front-lines of the COVID-19 pandemic. This included donations to organizations ranging from the International Red Cross/ Red Crescent Society’s and World Health Organization’s COVID-19 relief funds, as well as small, local charitable organizations across EMEA and APAC.

In 2021, we continued our philanthropic and community-engagement focus, in-line with our broader commitment to diversity, equity and inclusion (DEI). This past year, Digital Realty made philanthropic contributions to multiple organizations globally, ranging from Wonder Women in Tech to Black Girls Code to Stop Asian American Pacific Islander (AAPI) Hate. We also actively supported the American Heart Association through partnerships in cities including Austin, Texas and the greater Washington D.C. area (near our Ashburn campus).

These initiatives are all part of our broader commitment to be proactive, engaged members in the communities we operate in globally. The world is increasingly noticing, and we are fortunate to have recently been named by Newsweek as one of “America’s Most Responsible Companies.”

Donate 8 Program

We encourage our employees to participate in volunteer activities through our Donate 8 Program, in which we grant employees 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. In response, in 2021, the Company matched approximately $240,000 in employee and director donations to more than 175 charitable organizations around the globe.

The Digital Realty Women’s Leadership Forum (WLF) was founded in March 2018 with the purpose of powering our ambitions by promoting a diverse and inclusive network to grow and deliver the next wave of digital innovation. WLF provides opportunities to collaborate, mentor and seek input to support professional and career development. It is spearheaded by women across the Company to provide a space for all women colleagues to participate and collaborate with each other.

WLF sponsors events that support career development and advancement, mentoring, collaboration and community involvement. WLF is supported by the Company’s executive leadership and the Board with executive and Board sponsors.

In 2021, WLF-sponsored events included:

•	A virtual auction to raise funds for breast cancer awareness
•	Several community involvement and external customer events
•	Supporting external virtual events with the Women’s Tech Forum
•	A series of Masterclass sessions open to all employees
•	Additional virtual events to support networking and career development during the pandemic

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Sustainability Highlights

Sustainability Program

We seek 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 BRE’s BREEAM programs. We have developed solutions to help our customers efficiently utilize energy and water, and to support their efforts to procure renewable energy.

Environmental Social & Governance Report

We released our third annual corporate Environmental, Social and Governance (ESG) report in June 2021. This report was prepared in accordance with the Global Reporting Initiative (GRI) Standards and obtained third-party assurance. It provides a deep-dive look at the Company’s efforts to integrate sustainable practices more deeply into traditional business functions, 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 ESG 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 ESG report is available at digitalrealty.com/about/sustainability.

Achievements in 2021

	We became a Signatory to the EU Climate Neutral Data Centre Pact, a Self-Regulatory Initiative with the European Commission to set ambitious goals that will facilitate Europe’s transition to a low-carbon economy. The Pact commits signatories to ensuring their data centers are climate neutral by 2030 and sets measurable targets around energy efficiency, purchase of 100% carbon-free energy, water conservation, reusing and repairing servers and heat recycling.
	We became a signatory to the UN Global Compact, a voluntary commitment to implement universal sustainability principles and support achievement of the Sustainable Development Goals.
	We added two LEED Silver and two BREEAM Excellent certifications to our green building portfolio.
	Our Kenya (iColo) data centers installed a total of 400 kW of rooftop solar systems on two facilities
	We switched on our river cooling system in Marseille, France, which diverts underground water from a former mine to cool our MRS2, MRS3 and forthcoming MRS4 data centers. The solution is 30 times more efficient than a traditional cooling solution and is projected to save up to 18,300 MWh of energy per year.
	We are the largest REIT issuer of green bonds. In January 2021, we issued green bonds with total gross proceeds of €1 billion and in July 2021 we issued green bonds with total gross proceeds of CFC545 million. Proceeds from green bonds are typically allocated to support renewable energy projects, energy efficiency initiatives and sustainable data centers.

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Sustainability Recognition



LEADER IN THE LIGHT SUSTAINABILITY ACHIEVEMENT For the fifth consecutive year, in 2021 we received Nareit’s data center “Leader in the Light” award, representing superior environmental efforts.	#11 ON TOP 30 TECH AND TELECOM LIST We are ranked #11 on the EPA’s Top 30 Tech and Telecom list of the largest green power users. We are also ranked #27 on the EPA’s National Top 100 list of green power users.	ENVIRONMENT + ENERGY LEADER, TOP PROJECT OF THE YEAR In 2021, we received the Green Lease Leader Gold Award by the Institute for Market Transformation and Department of Energy’s Better Buildings Alliance.



GRESB GREEN STAR RANKING We ranked #1 in the tech/science sector, receiving a 5-Star, Green Star rating from the Global Real Estate Sustainability Benchmark (GRESB) Real Estate Assessment in 2021. We also received an A-score in the GRESB Public Disclosure, representing our excellence in ESG business practices.	ENERGY STAR PARTNER OF THE YEAR For the second consecutive year, Digital Realty received the U.S. Environmental Protection Agency’s ENERGY STAR Partner of the Year Award in 2021 for its ENERGY STAR certification efforts and commitment to measuring and improving the energy efficiency of our data centers.	FTSE4GOOD INDEX SERIES INCLUSION 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.

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Delivering Energy and Resource Efficiency

Digital Realty is committed to minimizing its global impact on the environment, while enabling customers to meet and exceed their own sustainability goals. Our global teams work to identify opportunities for sustained improvement in energy efficiency at both the data center design and operation levels. Our data center solutions that deliver leading energy productivity and resource efficiency include the following:

In 2021, we amended our existing global revolving credit facility to feature a sustainability linked pricing component, with pricing subject to adjustment based on annual performance targets, further demonstrating our continued leadership and commitment to sustainability.

We have adopted HVO100 fuel (synthetic paraffinic diesel, made from vegetable oils or waste reprocessing) for generator sets in certain data centers, beginning with our PAR8 site in Paris, France. The use of HVO100 fuel will reduce carbon emissions from the site’s generators by 90%.

Our SIN11 data center in Singapore offers liquid-cooled racks. These servers which use direct-to-chip liquid cooling technology can result in a reduction in power consumption of up to 29%, compared to conventional air-cooled servers.

Our data center space receiving third-party sustainable ratings in 2021 totaled approximately 1 million square feet.

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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 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 performance.

	*We target outperformance* Target payouts for our performance-based equity awards aren’t achieved unless we match or outperform the 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 executive terminations.

	*We do not allow uncapped payouts* We have a defined compensation program that does not allow for uncapped bonus payouts.

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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 services 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 with tailored infrastructure deployments and controls. 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 gives customers access to the connected data communities that matter to them with 287 facilities in 50 metros across 25 countries on six continents, including our joint ventures.

In recent years, we have focused on growing our global footprint and operations organically and through strategic transactions, as well as through improved leasing, asset management and marketing activities, improving our balance sheet, strategically accessing the capital markets and focusing on our organizational development. More recently, the Company has focused on integration following the Interxion combination, its product strategy, investing in strategic initiatives to complement its existing portfolio in order to attract a wider base of customers, and organizational structuring to support these new strategies and initiatives as well as the continued growth of the Company. Accomplishments in 2021 included the following:

Commitment to Excellence During Unprecedented Times

Throughout the COVID-19 crisis, our top priority has been the health and safety of our employees, customers and partners. We established a number of health and safety measures to enable our teams to continue to work from our data centers and construction sites. Despite the challenges presented by the pandemic, we continued to deliver a strong track record of operational excellence and uptime throughout this crisis, while also utilizing innovative methods to continue to support our customers, such as virtual data center tours. By early 2021, we had secured the vast majority of the equipment needed to complete our 2021 development activities, which continued to progress across our global portfolio as we also adjusted to restrictions on construction activity in certain locations. We remained open for business and our data centers continued to provide the trusted foundation for the digital economy.

For the 15^thconsecutive year, and through a global pandemic, we achieved five-nines (99.999%) uptime.

2021 Financial Highlights

Core FFO Performance	Total Enterprise Value	Market Capitalization
$6.53 per share⁽¹⁾	$66 billion⁽²⁾⁽³⁾	$51 billion⁽³⁾

2021 Business Highlights

	STRATEGIC TRANSACTIONS	In September 2021, we formed our Indian joint venture with Brookfield Infrastructure, to develop, own and operate institutional quality data centers in India. In December 2021, we completed the listing of Digital Core REIT as a standalone Singapore publicly traded vehicle listed on the Singapore Exchange. In December 2021, we also announced that we had entered into a definitive agreement to acquire a majority stake in Teraco, Africa’s leading carrier-neutral colocation provider.
	STRATEGIC CAPITAL MARKETS TRANSACTIONS	In 2021, we opportunistically raised €1.0 billion of 0.625% guaranteed notes, executed on a $950 million USD forward common stock offering and issued CHF545 million guaranteed notes with a weighted-average coupon of approximately 0.37%, our inaugural Swiss bonds issuance. We maintained our investment grade rating on our senior long-term unsecured notes and further strengthened our balance sheet with the redemption of high-coupon debt and preferred equity.
	STEADY DIVIDEND GROWTH	Increased the annual dividend on our Common Stock by 3.6% in 2021 from 2020, representing a compound annual growth rate of 10% since our first full quarter of operations following our initial public offering in 2004.
	RECORD BOOKINGS	We delivered record bookings of $500.7 million for 2021⁽⁴⁾.
	PLATFORM DIGITAL^®	We continued to solve global coverage, capacity and connectivity needs for companies of all sizes 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.
	SUSTAINABILITY	Recognized as a leader for our sustainability platform, including receiving Nareit’s Leader in the Light award for data centers for the fifth consecutive year.

As of December 31, 2021 unless otherwise noted.

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(1)	A reconciliation of FFO to net income is included on page 75 of our Annual Report on Form 10-K for the year ended December 31, 2021 and a reconciliation of FFO to core FFO is available in the Appendix of this Proxy Statement.
(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 $176.87 on December 31, 2021 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.
(4)	Includes interconnection bookings.

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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 (the Company or Digital Realty), of proxies to be exercised at the 2022 Annual Meeting of Stockholders (the Annual Meeting) to be held on Friday, June 3, 2022, 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 2022 Annual Meeting of Stockholders. Proxies are solicited to give all stockholders of record at the close of business on April 6, 2022 (the Record Date) an opportunity to vote on matters properly presented at the Annual Meeting. The Annual Meeting will be held at 5707 Southwest Parkway, Building 1, Suite 275, Austin, TX 78735.

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 22, 2022 and to mail the Notice to all stockholders entitled to vote at the Annual Meeting on or about April 22, 2022. 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 22, 2022 or within three business days of such request.

NOTES: References in this Proxy Statement to: “Interxion” refer to InterXion Holding N.V.; “Interxion combination” refer to the combination of the Company and Interxion, which closed in March 2020; and “Operating Partnership” refer to Digital Realty Trust, L.P., of which Digital Realty Trust, Inc. is the general partner, and its subsidiaries. References herein 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.

Who Can Vote

You are entitled to vote if you were a stockholder 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, 284,667,850 shares of Common Stock were outstanding.

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 all matters 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.

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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 5707 Southwest Parkway, Building 1, Suite 275, Austin, TX 78735, ATTN: General Counsel and Secretary.
•	Delivering 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 any proposal.

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.

The election of the Board’s nominees named herein, the proposal to approve, on a non-binding, advisory basis, the compensation of the Company’s named executive officers, and the stockholder proposal regarding reporting on concealment clauses are not routine matters under the NYSE rules. 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.

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 majority of votes cast for each director nominee	No
2:	Ratification of KPMG as Our Independent Accounting Firm for 2022	FOR	Affirmative vote of majority of votes cast	Yes
3:	Advisory Vote on Compensation of Named Executive Officers (say-on-pay)	FOR	Affirmative vote of majority of votes cast	No
4:	Stockholder Proposal Regarding Reporting on Concealment Clauses	AGAINST	Affirmative vote of majority of 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 $20,000, plus costs and expenses, for these services.

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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: 5707 Southwest Parkway, Building 1, Suite 275, Austin, TX 78735

Our telephone number: (737) 281-0101

Our website: www.digitalrealty.com*

The date of this Proxy Statement is April 22, 2022.

*	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 Eighth 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 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 eleven 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 shall 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 eleven 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.

Laurence A. Chapman, Alexis Black Bjorlin, VeraLinn Jamieson, Kevin J. Kennedy, William G. LaPerch, Jean F.H.P. Mandeville, Afshin Mohebbi, Mark R. Patterson, Mary Hogan Preusse, Dennis E. Singleton and A. William Stein 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 2023 Annual Meeting

The following section sets forth the names, ages and biographical summaries as of April 6, 2022 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

Laurence A. Chapman

Age: 72

Director since: 2004

Chairman since: 2017

Vice Chairman: July 2016 to May 2017

Committees: Nominating and Corporate Governance

Skills and Expertise

• Finance and accounting

• Real estate

• Capital markets

• Strategy

Education:

• BCom - McGill University

• MBA - Harvard Business School

Qualifications

Our Board selected Mr. Chapman to serve as a director because it believes he possesses valuable financial and accounting expertise, including experience at companies with extensive real estate interests and his extensive experience in his prior positions as Chief Financial Officer.

Professional Experience

•	Senior Vice President and Chief Financial Officer of Goodrich Corp., an aerospace company.
•	Senior Vice President and Chief Financial Officer of Rohr, Inc., an aerospace company.
•	Chief Financial Officer of Westinghouse Credit Corp. and Westinghouse Financial Services.
•	In his various leadership roles, Mr. Chapman has been responsible for accounting, treasury, tax, insurance, investor relations, financial planning and information technology functions as well as supervising various corporate finance, project finance and other financial departments.
•	Ten years’ experience in Information Technology management in the UK and Canada.
•	Fellow of the Institute of Canadian Bankers.

Other Current Public Company Boards

•

None.

A. William Stein

Age: 68

Director since: 2014

Committees: None

Skills and Expertise

• REIT and real estate

• Technology

• Finance and capital markets

• Strategy

Education:

• AB - Princeton University

• JD - University of Pittsburgh

• MS - Carnegie Mellon University

Qualifications

A. William Stein has served as our Chief Executive Officer and as a director since November 2014. Mr. Stein has over 30 years of investment, financial and operating management experience in both large company environments and small, rapidly growing companies. Prior to joining the Company, Mr. Stein provided turnaround management advice to both public and private companies. Mr. Stein also practiced law for eight years, specializing in financial transactions and litigation.

Professional Experience

•	Interim Chief Executive Officer of the Company from March 2014 to November 2014.
•	Chief Financial Officer of the Company from July 2004 until April 2015.
•	Chief Investment Officer of the Company from July 2004 until April 2014.
•	Co-Head of VentureBank@PNC and Media and Communications Finance at The PNC Financial Services Group.
•	President and Chief Operating Officer of TriNet Corporate Realty Trust, a real estate investment trust, that was acquired by Starwood Financial Trust (now called iStar Financial).
•	Executive Board of the National Association of Real Estate Investment Trusts (Nareit) since November 2015.
•	Chairman of Nareit in 2020; Co-Chair of Nareit Dividends through Diversity, Equity & Inclusion CEO Council.
•	Member of the Pennsylvania Bar Association and The Florida Bar.

Other Current Public Company Boards

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

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Alexis Black Bjorlin

Age: 48

Director since: 2020

Committees: Audit

Skills and Expertise

• Technology

• Sales/marketing

• Executive leadership

• Strategy

Education:

• BS - Massachusetts Institute of Technology

• PhD - UC Santa Barbara

Qualifications

Our Board selected Ms. Bjorlin to serve as a director because of her high technology management experience, including executive leadership experience at Fortune 500 companies.

Professional Experience

•	Vice President, Infrastructure Hardware at Meta Platforms, Inc. since December 2021.
•	Senior Vice President and General Manager of the Optical Systems Division of Broadcom, Inc., a semiconductor manufacturing company, from February 2019 to December 2021.
•	Vice President, Supply Chain at Google, Inc., a technology company, from November 2018 to February 2019.
•	Corporate VP and General Management, Data Center Connectivity Group at Intel, Inc., a semiconductor manufacturing company, from November 2014 to November 2018.
•	President and member of the board of directors, Source Photonics, a global, fiber optic telecommunications business, from 2008 to 2013.
•	Member of the board of directors of Celestial AI, a deep neural networking computing start up.

Other Current Public Company Boards

•

None.

VeraLinn “Dash” Jamieson

Age: 61

Director since: 2020

Committees: Nominating and Corporate Governance

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, including 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.

Other Current Public Company Boards

•	Arqit Inc. (NASDAQ): Member of board of directors since December 2020 and member of audit committee and compensation committee.

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Kevin J. Kennedy

Age: 66

Director since: 2013

Committees: Compensation (Chair)

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 Executive Officer and Chairman of Quanergy Systems, Inc. (NYSE), a provider of LiDAR sensors and perception software solutions, since February 2022 and a member of the board since April 2019.
•	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.
•	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.
•	Presidential Advisory Member of the National Security Telecommunications Advisory Committee.

Other Current Public Company Boards

•	KLA Corporation (NASDAQ): Member of board of directors since May 2007 and member of the audit committee and nominating and corporate governance committee.
•	Maxeon Solar Technologies (NASDAQ): Chairman of board of directors since August 2020 and chair of the compensation committee and member of the audit committee and nominating and corporate governance committee.
•	Quanergy Systems, Inc. (Quanergy) began trading on the NYSE in February 2022, following the consummation of a business combination with a publicly traded special purpose acquisition company. Mr. Kennedy served as Chief Executive Officer of the predecessor entity to Quanergy from January 2020 to February 2022, and become Chief Executive Officer of Quanergy in February 2022. Quanergy currently has fewer than 200 employees and a market capitalization of approximately $135 million.
•	In April 2022, Maxeon Solar Technologies, Ltd. (Maxeon) announced the appointment of a new chairman to succeed Mr. Kennedy as its chairman of the board of directors. Mr. Kennedy stepped down as chairman of Maxeon’s board of directors and continues as chairman of Maxeon’s compensation committee and member of its audit committee and nominating and corporate governance committee. Mr. Kennedy intends to resign from Maxeon’s board of directors as soon as his successor is appointed. A search for the successor is in process.

William G. LaPerch

Age: 66

Director since: 2013

Committees: Audit, Nominating and Corporate Governance

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.

Other Current Public Company Boards

•	Schultze Special Purpose Acquisition Corp.II (NASDAQ): Member of board of directors since October 2018 and member of audit committee.

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Jean F.H.P. Mandeville

Age: 62

Director since: 2020

Committees: Audit

Skills and Expertise

• International

• Technology

• Telecommunications

• Finance and capital markets

Education:

• MS University Saint-Ignatius

Qualifications

Mr. Mandeville was selected to serve as a director pursuant to the terms of the Interxion combination agreement. 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: 59

Director since: 2016

Committees: Audit (Chair)

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