8-KLeadership Changes

DIGITAL REALTY TRUST, INC. 8-K Report, Executive Changes (Jul 29, 2022)

Filed July 29, 2022For Securities:DLRDLR-PJDLR-PKDLR-PL

Summary

Digital Realty Trust, Inc. (DLR) announced a change in its executive team through the departure of Executive Vice President, Strategic Advisor, David C. Ruberg, effective July 26, 2022. This departure is in connection with the expiration of his Amended Management Agreement. Following his employment end, Mr. Ruberg will transition into a consulting role under a new Transition and Consulting Agreement. This arrangement allows Mr. Ruberg to provide up to 10 hours of consulting services per week through at least June 30, 2023, with automatic one-year extensions thereafter. Importantly, his outstanding equity awards will continue to vest during this consulting period, and he remains subject to confidentiality, cooperation, non-competition, and non-solicitation covenants. Investors should note this as a standard transition process for a departing executive, with provisions for continued support and retention of vested equity.

Key Highlights

  • 1Departure of EVP, Strategic Advisor David C. Ruberg, effective July 26, 2022.
  • 2Employment ended by mutual agreement upon expiration of his Amended Management Agreement.
  • 3Transition to a consulting role under a new Transition and Consulting Agreement.
  • 4Consulting services to be provided for up to 10 hours per week.
  • 5Initial consulting period extends until June 30, 2023, with automatic annual extensions.
  • 6Outstanding equity-based awards will remain eligible to vest during the consulting period.
  • 7Mr. Ruberg is subject to ongoing restrictive covenants, including non-competition and non-solicitation.

Frequently Asked Questions

David C. Ruberg's employment with Digital Realty Trust, Inc. ended by mutual agreement as his Amended Management Agreement expired. He is transitioning from his role as Executive Vice President, Strategic Advisor.

Yes, Mr. Ruberg will provide consulting services to the Company for up to 10 hours per week under a new Transition and Consulting Agreement. This arrangement is set to continue at least until June 30, 2023, with potential for further extensions.

Mr. Ruberg's outstanding Company equity-based awards will remain outstanding and eligible to vest during his consulting period, in accordance with the terms of the applicable award agreements.

Yes, Mr. Ruberg will be subject to certain restrictive covenants under the Transition Agreement, including confidentiality, cooperation, non-competition, and non-solicitation restrictions during the consulting period. He will also deliver a general release of claims.