8-K/ALeadership Changes

DIGITAL REALTY TRUST, INC. 8-K/A Report, Executive Changes (Jan 6, 2023)

Filed January 6, 2023For Securities:DLRDLR-PJDLR-PKDLR-PL

Summary

This 8-K filing from Digital Realty Trust, Inc. (DLR) provides an amendment detailing the compensation package for its newly appointed Chief Executive Officer, Andrew P. Power. Mr. Power, who was appointed CEO on December 13, 2022, will receive an annual base salary of $800,000. His compensation also includes significant performance-based incentives, with a target annual bonus of 200% and a maximum of 400% of his base salary. Furthermore, Mr. Power has been granted substantial equity awards for 2023, valued at approximately $5.95 million in total. These awards are comprised of time-vesting long-term incentive units ($3.4 million) vesting over four years and performance-vesting Class D units ($2.55 million) tied to the company's total stockholder return relative to the MSCI US REIT Index over a three-year period. These details are crucial for investors to understand the executive compensation structure and performance-based incentives aligned with the company's leadership.

Key Highlights

  • 1Andrew P. Power appointed CEO effective December 13, 2022.
  • 2Mr. Power's annual base salary is set at $800,000.
  • 3Target annual bonus for Mr. Power is 200% of base salary, with a maximum of 400%.
  • 4Grant of time-vesting long-term incentive units valued at $3,400,000.
  • 5Grant of performance-vesting Class D units valued at $2,550,000 (at target performance).
  • 6Time-vesting units vest over four years, starting February 27, 2024.
  • 7Performance-vesting units are tied to total stockholder return relative to the MSCI US REIT Index over a three-year period.

Frequently Asked Questions

This filing amends a previous disclosure to provide detailed information regarding the compensation package for Digital Realty Trust's new CEO, Andrew P. Power, including his salary, bonus structure, and equity awards.

Based on the disclosed salary and target bonus, Mr. Power's potential annual cash compensation is $800,000 (base) + $1,600,000 (target bonus) = $2,400,000. Additionally, he has been granted equity awards valued at $5,950,000 (at target performance). The actual value of the performance-based equity can vary significantly based on the company's stock performance relative to the index.

Mr. Power's performance-based equity consists of Class D units that vest based on Digital Realty's total stockholder return compared to the MSCI US REIT Index over a three-year period. This structure directly aligns his incentives with shareholder value creation and industry performance.

The time-vesting long-term incentive units vest in annual installments over four years, with the first vesting date on February 27, 2024. The performance-vesting Class D units vest based on the outcome of a three-year performance period, subject to continued service.