8-KLeadership ChangesRegulation FDExhibits & Filings

DIGITAL REALTY TRUST, INC. 8-K Report, Executive Changes (Nov 24, 2014)

Filed November 24, 2014For Securities:DLRDLR-PJDLR-PKDLR-PL

Summary

This 8-K filing from Digital Realty Trust, Inc. (DLR) announced a significant leadership change, formally appointing A. William Stein as Chief Executive Officer (CEO) and a member of the Board of Directors, effective November 23, 2014. Mr. Stein had been serving as Interim CEO since March 2014 and previously held the CFO position since 2004, bringing extensive internal knowledge to the permanent CEO role. The filing also details the new employment agreement for Mr. Stein. This agreement establishes an initial three-year term, with provisions for automatic renewal. Key compensation elements include a base salary of $750,000, eligibility for annual cash performance bonuses (with targets at 100% and maximums at 150% of base salary), and participation in standard executive benefit plans. The agreement also outlines severance packages in cases of termination without cause or for good reason, including significant financial payouts and continued benefits, with enhanced terms in the event of a change in control. Restrictive covenants regarding confidentiality, non-solicitation, and limited competition are also included.

Key Highlights

  • 1A. William Stein appointed as permanent Chief Executive Officer (CEO) and Board Director.
  • 2Mr. Stein transitions from Interim CEO role, having previously served as CFO.
  • 3New CEO employment agreement with an initial three-year term.
  • 4Initial base salary for Mr. Stein set at $750,000.
  • 5Annual performance bonus target at 100% and maximum at 150% of base salary.
  • 6Severance provisions include significant payouts and benefits for termination without cause or good reason, with enhanced terms for change in control.
  • 7Confidentiality, non-solicitation, and limited non-compete clauses included in the employment agreement.

Frequently Asked Questions

A. William Stein has been appointed as the new Chief Executive Officer (CEO) of Digital Realty Trust, effective November 23, 2014. He was also appointed to the company's Board of Directors.

Mr. Stein has extensive experience with Digital Realty, having served as Chief Financial Officer (CFO) since July 2004 and as Interim Chief Executive Officer since March 2014.

The agreement has an initial three-year term, a base salary of $750,000, eligibility for annual bonuses (targeting 100% and maxing at 150% of base salary), and participation in executive benefit plans. It also outlines severance benefits and restrictive covenants.

If terminated by the company without 'cause' or by Mr. Stein for 'good reason', he is entitled to a severance payment equal to two times (or three times in case of a change in control) his base salary plus average bonus, a pro-rated bonus, and continued health insurance and outplacement services. All equity awards may also vest.