DIGITAL REALTY TRUST, INC. DEF 14A

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

SCHEDULE 14A

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

Filed by the Registrant

Filed by a Party other than the Registrant

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

DIGITAL REALTY TRUST, INC.

(Name of Registrant as Specified In Its Charter)

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

Payment of Filing Fee (Check all boxes that apply):
	No fee required
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	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 2023 Annual Meeting of Stockholders (the Annual Meeting) of Digital Realty Trust, Inc., a Maryland corporation (the Company), to be held on June 8, 2023, at 12:00 p.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 Alexis Black Bjorlin, VeraLinn Jamieson, Kevin J. Kennedy, William G. LaPerch, Jean F.H.P. Mandeville, Afshin Mohebbi, Mark R. Patterson, Mary Hogan Preusse and Andrew P. Power as members of the Company’s Board of Directors, each to serve until the 2024 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, 2023;

(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, on a non-binding, advisory basis, the frequency of future Say-on-Pay votes (every one, two or three years);

(v)

consider and vote upon a stockholder proposal regarding reporting on concealment clauses;

(vi)

consider and vote upon a stockholder proposal regarding inclusion in the workplace; and

(vii)

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

The accompanying Notice of 2023 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 28, 2023

2023 Proxy Statement

Notice of 2023 Annual Meeting of Stockholders

TO THE STOCKHOLDERS OF DIGITAL REALTY TRUST, INC.:

NOTICE IS HEREBY GIVEN that the 2023 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:

Thursday, June 8, 2023

12:00 p.m. 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 Alexis Black Bjorlin, VeraLinn Jamieson, Kevin J. Kennedy, William G. LaPerch, Jean F.H.P. Mandeville, Afshin Mohebbi, Mark R. Patterson, Mary Hogan Preusse and Andrew P. Power as members of the Company’s Board of Directors, each to serve until the 2024 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, 2023;
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, on a non-binding, advisory basis, the frequency of future Say-on-Pay votes (every one, two or three years);
5.	To consider and vote upon a stockholder proposal regarding reporting on concealment clauses;
6.	To consider and vote upon a stockholder proposal regarding inclusion in the workplace; and
7.	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 6, 2023 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 28, 2023

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.

2023 Proxy Statement

Proxy Summary	6
Proxy Statement	20
Information Concerning Voting and Solicitation	20
Proposal 1. Election of Directors	24
Nominees for Election for a One-Year Term Expiring at the 2024 Annual Meeting	25
Executive Officers	33
Corporate Governance	36
Board Governance Documents	36
Independent Directors	36
Board Meetings	36
Board Leadership Structure	37
Director Continuing Education	37
Board Committees	37
Qualifications of Director Nominees	39
Director Qualifications and Experience	40
Nominating and Corporate Governance Committee’s Process for Considering Director Nominees	40
Manner by Which Stockholders May Recommend Director Nominees	41
Board Evaluations	42
Board’s Role in Oversight of Risk	42
Stockholder and Interested Party Communications with the Board	44
Proposal 2. Ratification of Selection of Independent Registered Public Accounting Firm	45
Independent Registered Public Accounting Firm	45
Audit Committee Report	46
Principal Stockholders	47
Executive Compensation	49
Compensation Discussion and Analysis	49
Executive Team Changes	49
Executive Summary	50
Overview of Our Executive Compensation Program	54
Determination of Executive Compensation	56
Elements of Compensation	58
Tax and Accounting Considerations	66
Compensation Committee Report	67
Compensation Committee Interlocks and Insider Participation	67
Summary Compensation Table	68
Grants of Plan-Based Awards	70
Narrative Disclosure to Compensation Tables	72
Employment and Severance Agreements	72
Outstanding Equity Awards at Fiscal Year-End	74
Option Exercises and Stock Vested	77
Nonqualified Compensation	77
Deferred Compensation Plan	78
Potential Payments upon Termination or Change in Control	79
Employment Agreements	79
Severance Agreements	80
Stein Termination	80
Estimated Potential Payments	81
CEO Pay Ratio	82
Determining the Median Employee	82
2023 Compensation	83
Pay Versus Performance Disclosure	84
Director Compensation	90
Cash Compensation	90
Director Election Program	90
Equity Compensation	91
Stock Ownership Guidelines	93
Anti-Hedging and Anti-Pledging Policy	93
Compensation Risk Assessment	93
Equity Compensation Plans	94
Proposal 3. Advisory Non-Binding Vote on Executive Compensation	95
Background	95
Summary	95
Recommendation	96
Proposal 4. Advisory Non-Binding Vote on The Frequency of Say-on-Pay Votes	97
Summary	97
Recommendation	97
Proposal 5. Stockholder Proposal Regarding Reporting on Concealment Clauses	98
Board of Directors’ Statement in Opposition	99
Proposal 6. Stockholder Proposal Regarding Inclusion in the Workplace	101
Board of Directors’ Statement in Opposition	102
Certain Relationships and Related Party Transactions	104
Review, Approval or Ratification of Transactions with Related Persons	104
Indemnification Agreements	104
Annual Report on Form 10-K	104
Other Matters	105
Section 16(a) Beneficial Ownership Reporting Compliance	105
Stockholder Proposals and Nominations	105
Householding of Proxy Materials	106
Appendix	107
Non-GAAP Financial Measures	107

2023 Proxy Statement

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Proxy Summary

This summary highlights some of the topics discussed in this Proxy Statement for the 2023 Annual Meeting of Stockholders (the Annual Meeting) of Digital Realty Trust, Inc., a Maryland corporation. It does not cover all of the information you should consider before voting, and you are encouraged to read the entire Proxy Statement before casting your vote.

General Information

Meeting:

Date:

Time:

Location:

Record Date:

Annual Meeting of Stockholders

Thursday, June 8, 2023

12:00 p.m. CDT

5707 Southwest Parkway

Building 1, Suite 275

Austin, TX 78735

April 6, 2023

Stock Symbol:

Exchange:

State of Incorporation:

Public Company Since:

Common Stock Outstanding as of the Record Date:

DLR

New York Stock Exchange

Maryland

2004

291,340,025 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.

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Directors

We believe the membership of our Board of Directors (Board) 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
Name	Age	Years on Board	Independent	Audit	Compensation	Nominating and Corporate Governance
Mary Hogan Preusse	54	6				C
Alexis Black Bjorlin	49	3
Laurence A. Chapman*	73	18
VeraLinn Jamieson	62	3
Kevin J. Kennedy	67	10			C
William G. LaPerch	67	10
Jean F.H.P. Mandeville	63	3
Afshin Mohebbi	60	7		C
Mark R. Patterson	62	7
Andrew P. Power	43	0**
Dennis E. Singleton*	78	18***

= Board Chair C = Committee Chair = Member

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

*	Messrs. Chapman and Singleton are not standing for re-election to the Board. Mr. Chapman’s term on the Board and the Nominating and Corporate Governance Committee will expire at the Annual Meeting. Mr. Singleton’s term on the Board and the Compensation Committee will expire at the Annual Meeting.
**	Mr. Power was appointed to the Board in December 2022.
***	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 40.

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As a corporate governance best practice, our Nominating and Corporate Governance Committee annually considers the composition of our Board and standing Board committees to ensure an appropriate balance 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. In 2023, the Nominating and Corporate Governance Committee recommended, and the Board approved, changes to the composition of the Board committees to maintain balance following the departures of Messrs. Chapman and Singleton, who are not standing for re-election at the Annual Meeting. See “Corporate Governance—Board Committees” for additional details.

Governance Highlights

Strong Corporate Governance Practices

We are committed to maintaining strong corporate governance practices.

	Separate Independent Board Chair and Chief Executive Officer
	Our directors stand for election each year
	Majority voting standard for director elections
	8 of 9 directors standing for re-election are independent
	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 strategies, and to review our previous strategies, to meet our corporate objectives designed to maximize long-term stockholder value.

Investor Outreach

Our relationship with our stockholders and investors is a critical component of our Company’s success. We value the outlook and opinions of our investors and regularly engage in participatory events in many of our major metro areas. In 2022, we participated in 14 investor conferences, mostly in-person, including over 130 meetings with approximately 350 investors.

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

Other Directorships

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

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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 2022, Digital Realty did not make any political contributions that required disclosure, nor has it experienced any significant controversies, fines or litigation related to its political activities.

In the U.S., federal, state and local campaign finance laws restrict the contributions the Company can make to political parties, political committees or candidates. Various laws in other countries also govern political contributions. Accordingly, it is Company policy that Company funds or assets not be used to make a political contribution to any political party, candidate or other political groups, unless prior approval has been obtained as required by the Company’s internal approval policies. Pursuant to the Company’s policies, the Company’s legal department oversees compliance with the Company’s policy on political contributions.

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

The following chart lists organizations receiving dues and other contributions from the Company totaling $25,000 or more in 2022. 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

	2022
Trade Associations⁽¹⁾	Company Dues and Contributions	Lobbying (%)⁽²⁾	Company Dues Allocated to Lobbying
National Association of Real Estate Investment Trusts	$ 291,097	25%	$ 60,274
Information Technology Industry Council	85,000	17.5%	14,875
The Data Center Coalition	62,500	32.5%	12,188
Real Estate Roundtable	35,000	65%	22,750
Clean Energy Buyers Association	25,000	15%	3,750

(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 2022, the Company paid approximately $520,000* in direct lobbying expenditures for external consultants and lobbyists as well as employee compensation for our former employee engaged in lobbying activities. As required by the U.S. Lobby Disclosure Act (LDA), the Company filed 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. During 2022, our programs included:

•	Adopt-A-Highway. Our employees furthered our partnership with the Ashburn, Virginia community by participating in a clean-up of the 1.1 mile stretch of Smith Switch Road that runs alongside our Ashburn campus. A group of local employees adopted Smith Switch Road between Waxpool and Gloucester through the Virginia Department of Transportation’s Adopt-A-Highway program several years ago.
•	Ukraine. We funded philanthropic organizations to support Ukrainian refugees, those displaced within Ukraine, and the growing humanitarian crisis.
•	Free A Girl. Digital Realty’s Diversity, Equity & Inclusion (DEI) Council and Women’s Leadership Forum (WLF) are active sponsors and supporters of Free A Girl, a Haarlem, Netherlands-based organization with global reach from EMEA to Latin America. DLR’s sponsorship includes a philanthropic focus to advance the organization’s work in rescuing girls from sexual exploitation and providing vocational training to help remove them from the vicious circle of violence. The organization also works to bring perpetrators to justice, and discover and report online trafficking sites to law enforcement authorities.
•	WLF. In APAC, WLF hosted a tree planting event, contributing to Singapore’s “One Million Trees” Movement. 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, including through webinars, newsletters and philanthropy.

Diversity, Equity and Inclusion (DEI)

In 2022, the Company continued to expand its Diversity, Equity and Inclusion (DEI) efforts through its DEI Council, led by employees spanning management levels and global regions with executive sponsorship. Through the DEI Council, we offer five Employee Resource Groups (ERGs): our Black ERG, Digital Pride (our LGBTQIA+ ERG), Digital Voces (our Hispanic ERG), our Veteran’s ERG and WLF. These groups seek to promote inclusion internally and create opportunities for each of these communities. Today, more than 600 employees globally are members of the Company’s ERGs. Our ERGs sponsor group-focused events that offer learning and development opportunities for our employees, with topics ranging from financial wellness to the use of inclusive language. Other ERG sessions celebrate culture and history, such as our Juneteenth 2022 celebration with a presentation from the National Museum of African American History & Culture. Through the DEI Council, the Company has also expanded its philanthropy and community engagement activities with strategic donations and partnerships with global charitable organizations, including Free a Girl, Black Minds Matter UK, 100 Black Men of London, Black Girls Code, Thurgood Marshall College Fund, DFW Canines for Veterans, SAGE (Advocacy for LGBTQ+ Elders), and RAICES (The Refugee and Immigration Center for Education and Legal Services).

To emphasize the Company’s commitment, our President & CEO, Andrew P. Power, recently signed the CEO Action Pledge for Diversity & Inclusion, the largest CEO-driven business commitment to advance diversity and inclusion in the workplace. Mr. Power is also the executive sponsor of our WLF, while other Company senior leaders serve as executive sponsors of our other ERGs.

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Corporate Giving and Diversity, Equity and Inclusion

In 2022, we expanded our philanthropic and community-engagement focus, in-line with our broader commitment to DEI. This past year, Digital Realty (in alignment with our ERGs) made philanthropic contributions to multiple organizations globally, ranging from The National Museum of African-American History & Culture, to Free a Girl, to Help for Heroes and InterPride.

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 again 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 2022, the Company matched approximately $100,000 in employee and director donations to more than 100 charitable organizations around the globe.

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Sustainability Highlights



1 GW	100%	1 GW	100%

renewables contracted	renewables power for EMEA portfolio	green building certifications	renewables power for US colocation business

Sustainability Program

We strive to lead the global data center industry in sustainable environmental performance and remain committed in our efforts to build and operate data centers that minimize impact on the environment. We manage our data centers to offer high levels of resiliency and operational efficiencies for our customers, and we benchmark and certify eligible data centers in accordance with energy efficiency and green building rating standards, including the U.S. Environmental Protection Agency’s ENERGY STAR^®, U.S. Green Building Council’s LEED™, and 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 fourth annual corporate Environmental, Social and Governance (ESG) Report in June 2022. This report was prepared in accordance with the Global Reporting Initiative (GRI) Standards and obtained third-party assurance. It provides a deep-dive view of the Company’s efforts to integrate sustainable practices throughout our business activities, engage with employees and the communities where we operate, ensure we are meeting our customers’ needs, and capture savings and generate revenue from sustainable activities. The 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 2022

	We were recognized by JUST Capital as one of America’s Most Just Companies, Top 100.
	We were recognized as one of Newsweek’s Most Responsible Companies in 2022.
	We earned a GRESB 5-Star Ranking (Sector Leader).
	We added 1.2 MW of rooftop solar systems on two facilities in New Jersey.
	We received an EcoVadis “Gold” Sustainability Rating, an assessment of corporate social responsibility and sustainable procurement.
	We contracted 469 MW of renewable energy to help power our portfolio with clean and emission-free electricity.

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Sustainability Recognition




LEADER IN THE LIGHT SUSTAINABILITY ACHIEVEMENT	#8 ON TOP 30 TECH AND TELECOM LIST	ENVIRONMENT + ENERGY LEADER, TOP PROJECT OF THE YEAR

For the sixth consecutive year, in 2022 we received Nareit’s data center “Leader in the Light” award, representing superior environmental efforts.	We are ranked #8 on the EPA’s Top 30 Tech and Telecom list of the largest green power users. We are also ranked #21 on the EPA’s National Top 100 list of green power users.	In 2022, we received the Green Lease Leader Platinum Award from the Institute for Market Transformation and Department of Energy’s Better Buildings Alliace.



GRESB GREEN STAR RANKING	ENERGY STAR PARTNER OF THE YEAR	FTSE4GOOD INDEX SERIES INCLUSION

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 2022. We also received an A-score in the GRESB Public Disclosure, representing our excellence in ESG business practices.	For the third consecutive year, Digital Realty received the U.S. Environmental Protection Agency’s ENERGY STAR Partner of the Year Award in 2022, earning “Sustained Excellence” recognition for our ENERGY STAR certification efforts and commitment to measuring and improving the energy efficiency of our data centers.	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 Clean 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 data center solutions deliver leading renewable energy and resource efficiency solutions. In 2022:

•	We announced agreements for 158 MW of new renewable energy supply in California and Georgia.

•	We committed to supply waste heat in Vienna, Austria capable of supporting up to 70% of the nearby Floridsdorf Hospital’s annual heating needs.
•	We commenced the installation of solar panels at several data center locations in the U.S., Australia, and Singapore to reduce grid power needs and lower our carbon emissions footprint.

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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, core funds from operations (Core FFO) and net operating income performance.

	*We target outperformance*
	Target payouts for our performance-based equity awards are not achieved unless we match or outperform financial goals or 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 payments*
	We have a defined compensation program that does not allow for uncapped bonus payments.

Singapore

Digital Loyang 2 is the Company’s largest data center in Singapore with local peering and access to the Singapore Internet Exchange (SGIX), and holds the SS564 and BCA Green Mark Platinum certifications for its sustainable design and operations.

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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. PlatformDIGITAL^® combines our global presence with our Pervasive Data Center Architecture (PDx^TM) 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 316 facilities in 54 metros across 28 countries on six continents (as of December 31, 2022), 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 continued to focus 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.

For the 16^thconsecutive year, we achieved five-nines (99.999%) uptime.

2022 Financial Highlights

Core FFO Performance	Total Enterprise Value	Market Capitalization
$6.70 per share⁽¹⁾	$47 billion⁽²⁾⁽³⁾	$30 billion⁽³⁾

2022 Business Highlights

	RECORD BOOKINGS	We delivered record bookings of $573 million for 2022⁽⁴⁾, including $186 million of 0-1MW plus Interconnection bookings.
	PLATFORM DIGITAL^® and ServiceFabric™	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, and with the launch of ServiceFabric™, a global open orchestration platform enabling customers to easily provision global connectivity and orchestrate connected services across Digital Realty’s worldwide data center footprint and in third party locations.
	STRATEGIC TRANSACTIONS	In August 2022, we completed the acquisition of a majority stake in Teraco, South Africa’s leading carrier-neutral colocation provider. During 2022, we acquired land in key markets across EMEA (Zurich, Paris, Frankfurt, Ireland, Barcelona, Stockholm, Crete, Zagreb, Rome, Accra) and through our BAM Digital Realty India joint venture (Chennai).
	STRATEGIC CAPITAL MARKETS TRANSACTIONS	In 2022, we opportunistically raised €750 million of 1.375% guaranteed notes, physically settled our forward common stock offering resulting in proceeds of $939 million, issued USD$900 million of 5.55% senior notes and issued CHF250 million guaranteed notes with a weighted-average coupon of approximately 1.26%, maintaining our investment grade rating on our senior long-term unsecured notes.
	STEADY DIVIDEND GROWTH	We increased the annual dividend on our Common Stock in 2022, seventeen years in a row of increases.
	SUSTAINABILITY	Recognized as a leader for our sustainability platform, including receiving Nareit’s Leader in the Light award for data centers for the sixth consecutive year.

2023 Proxy Statement

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As of December 31, 2022 unless otherwise noted.

(1)	Core FFO is a non-GAAP metric. A reconciliation of net income to FFO and FFO to Core FFO is available in the Appendix of this Proxy Statement. Net income available to common stockholders for the year ended December 31, 2022 was $337 million.
(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 $100.27 on December 31, 2022 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.

United States

The Company deployed 1.3 MW of solar carports at its Clifton and Piscataway campuses in New Jersey to further reduce carbon emissions.

2023 Proxy Statement

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Proxy Statement

Information Concerning Voting and Solicitation

General

This Proxy Statement is furnished in connection with the solicitation by the Board of Directors (the Board) of Digital Realty Trust, Inc., a Maryland corporation, of proxies to be exercised at the 2023 Annual Meeting of Stockholders (the Annual Meeting) to be held on Thursday, June 8, 2023, at 12:00 p.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 2023 Annual Meeting of Stockholders. Proxies are solicited to give all stockholders of record at the close of business on April 6, 2023 (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 28, 2023 and to mail the Notice to all stockholders entitled to vote at the Annual Meeting on or about April 28, 2023. 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 28, 2023 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 Digital Realty Trust, Inc. 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 in this Proxy Statement to the “Company” or “Digital Realty” refer to Digital Realty Trust, Inc. and its subsidiaries, including Digital Realty Trust, L.P., unless the context otherwise requires.

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, 291,340,025 shares of Common Stock were outstanding.

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Voting of Shares

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

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

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

YOUR VOTE IS IMPORTANT.

Proxy Card and Revocation of Proxy

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

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

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

•	Sending a written notice of revocation to the Company’s Corporate Secretary at the Company’s principal executive office at 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.

Proposal 1 (election of the Board’s nominees named herein), Proposal 3 (Say-on-Pay proposal), Proposal 4 (frequency of future Say-on-Pay votes proposal), Proposal 5 (stockholder proposal regarding reporting on concealment clauses) and Proposal 6 (stockholder proposal regarding inclusion in the workplace) are not routine matters under the NYSE rules. Proposal 2 (ratification of the selection of KPMG LLP as our independent registered public accounting firm) is a routine matter under the NYSE rules and a nominee holding shares for a beneficial owner will have discretionary authority to vote on this proposal absent instructions from the beneficial owner.

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Votes Needed to Approve Each Matter

	Proposal	Board Recommendation	Votes Required for Approval at Which Quorum is Present	Routine Matter
1:	Election of Director Nominees	FOR	Affirmative vote of a majority of the votes cast for each director nominee	No
2:	Ratification of Selection of KPMG as Our Independent Registered Public Accounting Firm for 2023	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:	Advisory Vote on the Frequency of Future Say-on-Pay Votes	FOR 1 YEAR	Affirmative vote of a majority of the votes cast	No
5:	Stockholder Proposal Regarding Reporting on Concealment Clauses	AGAINST	Affirmative vote of a majority of the votes cast	No
6:	Stockholder Proposal Regarding Inclusion in the Workplace	AGAINST	Affirmative vote of a majority of the votes cast	No

Solicitation of Proxies

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

We have also retained Okapi Partners, an independent proxy solicitation firm, to assist in soliciting proxies on our behalf. We have agreed to pay Okapi Partners a fee of approximately $20,000, plus costs and expenses, for these services.

Attendance at the Annual Meeting

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

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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 28, 2023.

The Netherlands

The Amsterdam Data Tower is located within one of the key connectivity hubs in the world and relies on 100% green power sources (hydro/solar/wind).

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

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Proposal 1: Election of Directors

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

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

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

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

Laurence A. Chapman and Dennis E. Singleton are not standing for re-election as directors at the Annual Meeting, and their terms on the Board will expire at the Annual Meeting. We thank Messrs. Chapman and Singleton for their service and wish them well. Immediately following the Annual Meeting, the size of the Board will be reduced from eleven to nine directors.

Alexis Black Bjorlin, VeraLinn Jamieson, Kevin J. Kennedy, William G. LaPerch, Jean F.H.P. Mandeville, Afshin Mohebbi, Mark R. Patterson, Mary Hogan Preusse and Andrew P. Power 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 2024 Annual Meeting

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

Election of Directors

Mary Hogan Preusse

Age 54

Director since: 2017

Board Chair since:

August 2022

Committees:

• Nominating and Corporate Governance (Chair)

• Compensation

Skills and Expertise:

• Finance

• REIT and real estate

• Corporate governance

• Strategy

Education:

• BS - Bowdoin College

Qualifications:

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

Professional Experience:

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

• Served on the Executive Board of APG Asset Management U.S. and has been an active participant in the REIT industry for over 25 years, including nearly 17 years at APG where she was deeply involved in discussion of governance matters and regularly presented to and interacted with corporate boards.

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

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

Other Current Public Company Boards:

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

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

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

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Andrew P. Power

Age 43

Director and Chief Executive Officer since:

December 2022

Committees: None

Skills and Expertise:

• Executive Leadership

• Strategy

• International

• Finance and capital markets

• REIT and real estate

Education:

• BS - Wake Forest University

Qualifications:

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

Professional Experience:

• President of the Company since November 2021.

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

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

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

Other Current Public Company Boards:

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

Alexis Black Bjorlin

Age 49

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 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 Astera Labs Inc, a provider of semiconductor products and services.

• Member of the board of directors of the Global Semiconductor Alliance.

Other Current Public Company Boards:

• None.

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VeraLinn “Dash” Jamieson

Age 62

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 67

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 of Quanergy Systems, Inc. (NYSE), a provider of LiDAR sensors and perception software solutions, from February 2022 to December 2022, chairman of the board since February 2022 and a member of the board since April 2019.

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

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

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

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

• 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 governance committee.

• Quanergy Systems, Inc. (NYSE): Chairman of the board of directors since February 2020 and a member of the board since April 2019. In December 2022, Quanergy filed a voluntary petition under Chapter 11 with the U.S. Bankruptcy Court for the District of Delaware and completed the sale of substantially all of its assets in February 2023.

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William G. LaPerch

Age 67

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.

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

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

Other Current Public Company Boards:

• 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

SCHEDULE 14A

Message from Our President & Chief Executive Officer

Dear Stockholder:

Notice of 2023 Annual Meeting of Stockholders

Table of contents

Proxy Summary

General Information

Directors

Governance Highlights

Strong Corporate Governance Practices

Strategy and Our Board

Investor Outreach

Other Directorships

Governance Timeline and Improvements

Political Contributions

Trade Association Memberships

Direct Lobbying Expenditures

Environmental, Social and Governance Matters

Environmental, Social and Governance Focus in Our Communities - Globally

Diversity, Equity and Inclusion (DEI)

Corporate Giving and Diversity, Equity and Inclusion

Donate 8 Program

Matching Gifts Program

Sustainability Highlights

Sustainability Program

Environmental Social & Governance Report

Achievements in 2022

Sustainability Recognition

Delivering Clean Energy and Resource Efficiency

Compensation Highlights

Performance Highlights

2022 Financial Highlights

2022 Business 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 2024 Annual Meeting

Election of Directors

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