DEF 14A of Digital Realty Trust, Inc., Apr 26, 2024

DEF 14A of Digital Realty Trust, Inc.

Filed Apr 26, 2024 · FY20230001308179-24-000607

Open on EDGAR

  1. Directors

    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.

  2. Directors

    | | For more information about our Board, please see “Proposal 1. Election of Directors”. |

  3. Directors

    | | | | | Committee Membership | | | | Name | Age | Years on Board | Independent | Audit | Compensation | Nominating and Corporate Governance | | Mary Hogan Preusse | 55 | 7 | | | | | | VeraLinn Jamieson | 63 | 4 | | | | | | Kevin J. Kennedy | 68 | 11 | | | | | | William G. LaPerch | 68 | 11 | | | | | | Jean F.H.P. Mandeville | 64 | 4 | | | | | | Afshin Mohebbi | 61 | 8 | | | | | | Mark R. Patterson | 63 | 8 | | | | | | Andrew P. Power | 44 | 1 | | | | | | Susan Swanezy | 65 | 0* | | | | |

  4. Directors

    = Board Chair = Committee Chair = Member Note: Committee membership as of the date of this Proxy Statement. *Ms. Swanezy was appointed to the Board on April 23, 2024.

  5. Directors

    | 2024 Proxy Statement | 7 |

  6. Directors

    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.

  7. Directors

    | | For more information about the qualifications and experience of each of our directors, please see the “Director Qualifications and Experience” table on page 39. |

  8. Directors

    | 2024 Proxy Statement | 8 |

  9. Directors

    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 of experience and a diversity of perspectives. 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 Laurence Chapman and Dennis Singleton. See “Corporate Governance—Board Committees” for additional details.

  10. Proposal 1: Election of Directors

    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. VeraLinn Jamieson, Kevin J. Kennedy, William G. LaPerch, Jean F.H.P. Mandeville, Afshin Mohebbi, Mark R. Patterson, Mary Hogan Preusse, Andrew P. Power and Susan Swanezy 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.

  11. Proposal 1: Election of Directors

    | 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. |

  12. Proposal 1: Election of Directors

    | 2024 Proxy Statement | 23 |

  13. Nominees for Election for a One-Year Term Expiring at the 2025 Annual Meeting

    Nominees for Election for a One-Year Term Expiring at the 2025 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.

  14. Election of Directors

    Election of Directors

  15. Election of Directors

    | Mary Hogan Preusse Age: 55 Director since: 2017 Board Chair since: August 2022 Committees: • Compensation Committee | 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: • Senior Advisor at Fifth Wall. • 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 30 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. |

  16. Election of Directors

    | 2024 Proxy Statement | 24 |

  17. Election of Directors

    | Andrew P. Power Age: 44 Director and Chief Executive Officer since: 2022 Committees: None | Skills and Expertise: • Executive Leadership • Strategy • International • Finance and capital markets • REIT and real estate • Technology Education: • BS - Wake Forest University Qualifications: Our Board selected Mr. Power to serve as a director because it believes he possesses valuable industry, financial and investment expertise, including his extensive experience as President & Chief Executive Officer and previously as President & Chief Financial Officer of the Company. 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 since 2018. |

  18. Election of Directors

    | 2024 Proxy Statement | 25 |

  19. Election of Directors

    | VeraLinn “Dash” Jamieson Age: 63 Director since: 2020 Committees: • Nominating and Corporate Governance Committee | 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. • Member of the board of directors of Rolls-Royce North America, Inc., an American subsidiary of multinational corporation Rolls-Royce Holdings plc., since December 2023. Other Current Public Company Boards: • None. |

  20. Election of Directors

    | 2024 Proxy Statement | 26 |

  21. Election of Directors

    | Kevin J. Kennedy Age: 68 Director since: 2013 Committees: • Compensation Committee (Chair) • Nominating and Corporate Governance Committee | 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 Product Officer and Chairman of the board of directors of ZEVx, a private company that develops mobile charging for electric vehicles, since February 2023. • 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 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. • Previously, 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, since January 2007 and chair of the audit committee. • Previously, 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. • UL Solutions, Inc. (NYSE): Member of the board of directors since February 2020. UL Solutions began trading on the NYSE on April 12, 2024, and was previously a privately held company. |

  22. Election of Directors

    | 2024 Proxy Statement | 27 |

  23. Election of Directors

    | William G. LaPerch Age: 68 Director since: 2013 Committees: • Nominating and Corporate Governance Committee (Chair) • Audit Committee | 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: • None. |

  24. Election of Directors

    | 2024 Proxy Statement | 28 |

  25. Election of Directors

    | Jean F.H.P. Mandeville Age: 64 Director since: 2020 Committees: • Audit Committee | Skills and Expertise: • International • Technology • Telecommunications • Finance and capital markets Education: • MS University Saint-Ignatius Qualifications: Our Board selected Mr. Mandeville 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. |

  26. Election of Directors

    | Afshin Mohebbi Age: 61 Director since: 2016 Committees: • Audit Committee (Chair) • Compensation Committee | 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, since April 2003. • 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. |

  27. Election of Directors

    | 2024 Proxy Statement | 29 |

  28. Election of Directors

    | Mark R. Patterson Age: 63 Director since: 2016 Committees: • Compensation Committee • Nominating and Corporate Governance Committee | Skills and Expertise: • Finance • Real estate • REIT • International Education: • BBA - College of William and Mary • MBA - University of Virginia Qualifications: Our Board selected Mr. Patterson to serve as a director because it believes he possesses valuable financial and real estate industry expertise, including extensive experience working with public companies in the real estate industry, as well as experience on the boards of directors of public companies. Professional Experience: • Advisor to Investcorp International and Energy Impact Partners. • President of MRP Realty Advisors, LLC, Senior Advisor at Rockefeller Capital Management and real estate consultant and financial advisor. • Chief Executive Officer of Boomerang Systems, Inc. from August 2010 until January 2015. In August 2015, Boomerang Systems, Inc. filed a Chapter 11 restructuring plan with the U.S. Bankruptcy Court for the District of Delaware. • Managing Director and the Head of Real Estate Global Principal Investments at Merrill Lynch, where he oversaw the real estate principal investing activities of the firm. • Global Head of Real Estate Investment Banking of Merrill Lynch and also the Co-Head of Global Commercial Real Estate which encompassed real estate investment banking, principal investing and mortgage debt. • Throughout his career, Mr. Patterson has been involved in a variety of financing and investing activities spanning virtually all types of real estate in most major global property markets. Other Current Public Company Boards: • UDR, Inc. (NYSE): Member of the board of directors since 2014 and member of the compensation committee and member of the nominating and corporate governance committee. • Americold Realty Trust (NYSE): Chairman of the board of directors and chair of the nominating and corporate governance committee since March 2019. Mr. Patterson first joined the Americold Realty Trust board of directors in January 2018. • Paramount Group, Inc. (NYSE): Member of the board of directors and chair of the nominating and corporate governance committee since May 2018. |

  29. Election of Directors

    | 2024 Proxy Statement | 30 |

  30. Election of Directors

    | Susan Swanezy Age: 65 Director since: April 2024 Committees: • None | Skills and Expertise: • Finance • REIT and real estate • Capital markets • Strategy Education: • BSFS – Georgetown University Qualifications: Our Board selected Ms. Swanezy to serve as a director because it believes she possesses valuable financial and real estate industry expertise, including experience working with public companies in the REIT industry and knowledge of both public and private capital markets. Professional Experience: • From 2010 to March 2024, Ms. Swanezy was Partner at Hodes Weill & Associates L.P., a global advisory firm focused on the investment management industry for both the real estate and infrastructure sectors. • Previously, Ms. Swanezy served as Managing Director, Head of Distribution for Credit Suisse Group AG’s Real Estate Investments Group. • Prior to Credit Suisse, Ms. Swanezy held a variety of positions at Deutsche Bank AG and its affiliates, including Partner and Managing Director – Client Relations for RREEF, the real estate investment management business of Deutsche Bank’s Asset Management division as well as the real estate investment banking division. Other Current Public Company Boards: • AvalonBay Communities, Inc. (NYSE): Member of the board of directors since 2016 and chair of the nominating, governance and corporate responsibility committee. |

  31. Election of Directors

    | The Board unanimously recommends a vote FOR each director nominee |

  32. Election of Directors

    | 2024 Proxy Statement | 31 |

  33. Qualifications of Director Nominees

    Qualifications of Director Nominees The Nominating and Corporate Governance Committee has not established minimum qualifications for Board nominees. Pursuant to its charter, in identifying candidates to recommend for election to the Board, the Nominating and Corporate Governance Committee considers the following criteria:

  34. Qualifications of Director Nominees

    | (i) | personal and professional integrity, ethics and values; | | (ii) | experience in corporate governance including as an officer, board member or senior executive or as a former officer, board member or senior executive of a publicly held company, and a general understanding of marketing, finance and other elements relevant to the success of a publicly traded company in today’s business environment; | | (iii) | experience as a board member of another publicly held company; | | (iv) | executive, academic and/or operational expertise in an area of the Company’s industry or operations; | | (v) | practical and mature business judgment, including ability to make independent analytical inquiries; and | | (vi) | ability to work as part of a team. |

  35. Qualifications of Director Nominees

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

  36. Qualifications of Director Nominees

    | 2024 Proxy Statement | 38 |

  37. Director Qualifications and Experience

    Director Qualifications and Experience The Nominating and Corporate Governance Committee believes that a complementary balance of knowledge, experience and capability will best serve the Company and its stockholders. The table below summarizes the types of experience, qualifications, attributes and skills the Board believes to be desirable because of their particular relevance to the Company’s business and structure. While all of these factors were considered by the Board with respect to each director, the following table does not encompass all the experience, qualifications, attributes or skills of our directors. The information provided is as of the date of this Proxy Statement.

  38. Director Qualifications and Experience

    | Skill/Qualification | | | | | | | | | | | Accounting/Financial Expertise | | | | | | | | | | | Corporate Governance | | | | | | | | | | | Executive Leadership | | | | | | | | | | | Financial/Capital Markets | | | | | | | | | | | International Experience | | | | | | | | | | | Real Estate Investment | | | | | | | | | | | Risk Management | | | | | | | | | | | Sales/Marketing | | | | | | | | | | | Strategy | | | | | | | | | | | Technology Experience | | | | | | | | | | | Demographics | | | | | | | | | | | Gender Diversity | | | | | | | | | | | Race or Ethnic Diversity | | | | | | | | | | | Veteran | | | | | | | | | |

  39. Director Qualifications and Experience

    The Company’s Corporate Governance Guidelines state that each individual nominee is evaluated in the context of the Board as a whole, with the objective of assembling a group that can best perpetuate the success of the business and represent stockholder interests through the exercise of sound judgment using its diversity of experience in these various areas. The Committee considers diversity of the Board in identifying director nominees, including diversity in experience, professional background, areas of expertise and industries. Further, the Nominating and Corporate Governance Committee will include, and request that any search firm that it engages include, candidates with diversity of race, ethnicity and gender in the pool from which director candidates are selected.

  40. Nominating and Corporate Governance Committee’s Process for Considering Director Nominees

    Nominating and Corporate Governance Committee’s Process for Considering Director Nominees The Nominating and Corporate Governance Committee periodically reviews the performance of each current director and considers the results of such evaluation when determining whether to recommend the nomination of such director for an additional term. At an appropriate time prior to each annual meeting at which directors are to be elected or re-elected, the Nominating and Corporate Governance Committee recommends to the Board for nomination by the Board such candidates as the Nominating and Corporate Governance Committee, in the exercise of its judgment, has found to be well qualified and willing and available to serve. At an appropriate time after a vacancy arises on the Board or a director advises the Board of his or her intention to resign, the Nominating and Corporate Governance Committee may recommend to the Board for election by the Board to fill such vacancy, such prospective member of the Board as the Nominating and Corporate Governance

  41. Nominating and Corporate Governance Committee’s Process for Considering Director Nominees

    | 2024 Proxy Statement | 39 |

  42. Nominating and Corporate Governance Committee’s Process for Considering Director Nominees

    Committee, in the exercise of its judgment, has found to be well qualified and willing and available to serve. In determining whether a prospective member is qualified to serve, the Nominating and Corporate Governance Committee will consider the factors listed above in “—Qualifications of Director Nominees.” In the process of reviewing candidates, 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 director candidates are selected. The foregoing notwithstanding, if the Company is legally required by contract or otherwise to permit a third party to designate one or more of the director nominees to be elected (for example, pursuant to rights contained in the Articles Supplementary of each series of our outstanding preferred stock, voting together, to elect two directors upon a dividend default), then the nomination or election of such directors will be governed by such requirements. Additionally, recommendations received from stockholders will be considered and are subject to the same criteria as are candidates nominated by the Nominating and Corporate Governance Committee.

  43. Manner by Which Stockholders May Recommend Director Nominees

    Manner by Which Stockholders May Recommend Director Nominees The Nominating and Corporate Governance Committee will consider director nominees recommended by stockholders of the Company. Our Bylaws also provide a proxy access right permitting stockholders who have beneficially owned 3% or more of the Company’s Common Stock continuously for at least 3 years to submit director nominations via the Company’s proxy materials for up to 20% of the directors then serving. All recommendations must be directed to the Chair of the Nominating and Corporate Governance Committee, care of General Counsel and Secretary, Digital Realty Trust, Inc., 5707 Southwest Parkway, Building 1, Suite 275, Austin, TX 78735. Recommendations for director nominees to be considered at the 2025 Annual Meeting must be received in writing not later than 5:00 p.m., Central Time, on December 27, 2024 and not earlier than November 27, 2024. In the event that the date of the 2025 Annual Meeting is advanced or delayed by more than 30 days from the first anniversary of the date of the 2024 Annual Meeting, notice by the stockholder must be received no earlier than the 150th day prior to the date of the meeting and not later than 5:00 p.m., Central Time, on the later of the 120th day prior to the date of the meeting, as originally convened, or the 10th day following the date of the first public announcement of the meeting. Each stockholder recommending a person as a director candidate must provide the Company with the information specified in our Bylaws, as described under “Other Matters—Stockholder Proposals and Nominations” below. The recommending stockholder must also provide supplemental information that the Nominating and Corporate Governance Committee may request to determine whether the proposed nominee (i) is qualified to serve on the Audit Committee, (ii) meets the standards of an independent director and (iii) satisfies the standards for our directors set forth above in “—Qualifications of Director Nominees.” Further, the proposed nominee must make himself or herself reasonably available to be interviewed by the Nominating and Corporate Governance Committee. Please refer to “Other Matters—Stockholder Proposals and Nominations” below for further information. The Nominating and Corporate Governance Committee will consider all recommended director candidates submitted to it in accordance with these established procedures, though it will only recommend to the Board as potential nominees those candidates it believes are most qualified. However, the Nominating and Corporate Governance Committee will not consider any director candidate if the candidate’s candidacy or, if elected, Board membership would violate controlling state law or federal law.

  44. Manner by Which Stockholders May Recommend Director Nominees

    | 2024 Proxy Statement | 40 |

  45. 2023 Business Highlights

    As a result of these performance results and taking into account achievement levels of the goals for 2023 as discussed further below, our named executive officers earned annual incentive bonuses ranging from 108% to 156% of their respective target bonuses for 2023 (other than Mr. Dyer whose employment with the Company was terminated without cause in June 2023). In addition, the Company’s total return to stockholders relative to the MSCI US REIT Index (RMS) over the last three years is shown in the tables below: Based on these results, the performance-based equity awards (that vest based on the attainment of relative total stockholder return) for the three-year performance period ended December 31, 2023 were earned below target (i.e., 64% of target).

  46. Good Governance

    | • | As in past years, the named executive officers were eligible to earn annual incentive compensation based upon achievement of specific financial, operational and organizational objectives for 2023, as approved by the Compensation Committee, that are designed to challenge the named executive officers to achieve high performance. | | • | A significant portion of our named executive officers’ total cash compensation remains dependent on Company, business unit and individual performance. | | • | The Compensation Committee determines total compensation and the individual components of compensation after reviewing survey data and pay levels of, and the Company’s historical performance relative to, its peer group. | | • | Our compensation program encourages employees to build and maintain an ownership interest in the Company through equity awards, including awards of long-term incentive units in our Operating Partnership (PIUs) which are redeemable for shares of our Common Stock and restricted stock units covering shares of our Common Stock (RSUs). PIUs are profits interest units of the Operating Partnership, including time-based profits interest units and performance-based Class D Units. In addition to performance-based vesting, 2023 performance-based equity awards granted to our named executive officers are subject to time-based vesting following the end of the applicable three-year performance period. Additionally, under our Equity Election Program (as discussed further below under “—Equity in Lieu of Annual Cash Bonuses”), our named executive officers may elect to receive all or a portion of their annual incentive compensation in any combination of (i) cash, (ii) fully-vested PIUs or fully-vested shares of Common Stock (with a value equal to 100% of the annual incentive bonus amount subject to the election), or (iii) unvested PIUs or unvested RSUs (with a value equal to 125% of the annual incentive bonus amount subject to the election) that vest in equal installments over a two-year period. | | • | In 2023, Semler Brossy was retained directly by and reported to the Compensation Committee. Semler Brossy had no prior relationship with any of our named executive officers. | | • | In 2023, base salaries represented 6% to 18% of total compensation for our named executive officers reflecting our philosophy of paying for performance and aligning the interests of our named executive officers with stockholders’ interests. | | • | Based on the recommendations of management, a review of the Company’s business plan and strategic objectives and the analysis provided by Semler Brossy, the Compensation Committee established financial, revenue and individual goals for each named executive officer for 2023. | | • | In accordance with SEC and NYSE rules, the Company adopted an executive compensation clawback policy, effective as of October 2, 2023, which is a risk mitigating factor and provides for the recovery of erroneously awarded incentive-based compensation from our executive officers in the event of a financial restatement. |

  47. Objectives of Our Executive Compensation Program

    Objectives of Our Executive Compensation Program The Compensation Committee is responsible for establishing, modifying and approving the compensation program for our executive officers. The objective of our executive compensation program is to attract, retain and motivate experienced and talented executive officers who can help the Company to achieve its business objectives designed to maximize stockholder value. We believe that a significant portion of the compensation paid to executive officers should be closely aligned with our performance on both a short-term and long-term basis. In order to achieve this objective, our executive compensation program uses a combination of annual incentive bonuses and long-term incentives through equity-based compensation, in addition to annual base salaries. We use equity-based awards as long-term incentives because ownership of equity in the Company aligns the interests of the executive officers with

  48. Objectives of Our Executive Compensation Program

    | • | Attract and retain individuals with superior ability, managerial talent and leadership capability; | | • | Ensure that executive officer compensation is aligned with our corporate strategies, our business objectives and the long-term interests of our stockholders; | | • | Incentivize management to achieve key strategic and financial performance measures by linking incentive award opportunities to the achievement of performance goals in these areas; and | | • | Enhance the executive officers’ incentive to increase our stock price and maximize stockholder value over the long term, as well as promote retention of key executive officers, by providing a portion of total compensation opportunities for senior management in the form of direct ownership in our Company through equity awards, including awards of PIUs and RSUs. |

  49. Competitive Market Data and Compensation Consultant

    Competitive Market Data and Compensation Consultant Every year, the Compensation Committee reviews the salaries, annual incentive bonuses and long-term incentive compensation of our named executive officers. For the year 2023, in conducting this review, the Compensation Committee retained the services of Semler Brossy as the Compensation Committee’s independent compensation consultant. Semler Brossy was selected in part for its extensive experience advising a broad cross-section of companies, including other large REITs and leading technology firms, and expertise in executive compensation, management incentives, and performance-based compensation. Semler Brossy reviewed the Company’s existing compensation program, provided current data with regard to industry trends, provided information regarding long-term compensation plans, identified and provided commentary on our peer group, provided cash and long-term incentive award information for the peer group and assessed and reviewed the Company’s annual and long-term incentive programs.

  50. Peer Group Review

    Peer Group Review The Compensation Committee reviews on an annual basis total cash and long-term compensation levels of our executive officers against those of our peer group companies in order to ensure executive compensation is set at levels that will attract, retain and motivate qualified executive officers while rewarding performance based on corporate objectives. The Compensation Committee determines annual base salaries after reviewing salary and other publicly available compensation data of, and the Company’s historical performance relative to, its peer group. The Compensation Committee sets compensation levels for each executive officer on the basis of several factors,

  51. Peer Group Review

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  52. Peer Group Review

    including the executive officer’s level of experience and tenure with the Company, competitive market data applicable to the executive officer’s position and functional responsibilities, promoting retention, the performance of the executive officer and our Company’s annual and long-term performance. In developing a peer group for the Company, the Compensation Committee considered the following key elements:

  53. Peer Group Review

    | • | Our core operations are focused on data centers and real estate, limiting the number of our direct competitors; | | • | Our operations are global, with data centers located in 25+ countries across six continents at the time of the assessment; and | | • | We operate and are classified as a REIT and are one of the very few global data center REITs. |

  54. Peer Group Review

    Our Compensation Committee utilized company size, scope and breadth of operations, as well as level of operational focus to determine which companies could reasonably be used to assess competitive pay. Our peer group for 2022 included only the largest publicly-traded equity REITs, which were REITs that had approximately $20 billion or more in enterprise value and approximately $10 billion or more in total assets. In August 2022, the Compensation Committee and management, with advice from Semler Brossy, reviewed our peer group and determined it would be in the best interest of the Company to expand the peer group into the technology industry given our overlapping talent needs as one of the largest global data center providers, considering the following factors:

  55. Peer Group Review

    | 1. | Our growth in size and operations has made defining a meaningful peer group comprised of solely REITs increasingly challenging; | | 2. | Our global business and operational complexity often requires us to recruit talent from industries beyond real estate; and | | 3. | Our closest competitors and other large REITs had begun to include companies in industries beyond real estate in their respective compensation peer groups. |

  56. Peer Group Review

    The Compensation Committee continued to utilize robust screening criteria (e.g., company size, scope and breadth/level of operations) in selecting the peer group for 2023. The majority of our peer group for 2023 is comprised of the largest publicly-traded equity REITs, which had approximately $30 billion or more in enterprise value and approximately $20 billion or more in total assets. For 2023, the group was modified to include technology companies with revenues and market capitalizations that were within a reasonable range of our own (approximately 0.5x-2x for revenue and 0.3x-3x market cap). The Committee also considered qualitative factors to make this decision (e.g., peer group overlap and organizational complexity and focus). The peer group used to review 2023 base salaries, bonus targets and long-term equity awards, consisted of the following companies, which were selected as our peer group companies in August 2022 by our Compensation Committee, with advice from Semler Brossy.

  57. Peer Group Review

    | | Ticker Symbol | | Ticker Symbol | | Akamai Technologies | AKAM | NetApp, Inc. | NTAP | | Alexandria Real Estate Equities | ARE | Palo Alto Networks, Inc. | PANW | | American Tower Corporation | AMT | Prologis, Inc. | PLD | | Arista Networks | ANET | Realty Income Corporation | O | | Autodesk, Inc. | ADSK | ServiceNow | NOW | | Boston Properties, Inc. | BXP | Simon Property Group, Inc. | SPG | | Crown Castle International Corporation | CCI | Synopsys, Inc. | SNPS | | Equinix, Inc. | EQIX | Ventas, Inc. | VTR | | Equity Residential | EQR | Welltower, Inc. | WELL | | Fortinet, Inc. | FTNT | Workday, Inc. | WDAY |

  58. Peer Group Review

    We believe that the combination of eleven REIT peers and nine broader technology peers captures our current competitive talent market and ensures that our executive compensation is set at levels that will attract, retain and motivate qualified executive officers.

  59. Peer Group Review

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  60. Elements of Compensation

    | (1) 2022 compensation information for Mr. Mercier and Ms. Fiedelman is not included as neither was a named executive officer during 2022. | | (2) Amounts shown were paid in Canadian dollars. Amounts in the table above are in U.S. dollars based on the exchange rates in effect as of December 31, 2023 and 2022, respectively. | | (3) Includes base salary and grant date fair value of long-term incentive awards; does not include cash severance payments to Mr. Dyer in connection with his termination of employment without cause in June 2023. |

  61. Annual Base Salary

    Annual Base Salary We provide our named executive officers and other employees with base salaries to compensate them for services rendered each year. Base salaries comprise the stable part of the compensation program and are reviewed on an annual basis to remain competitive with our peers. The base salaries for each of the named executive officers for 2023 were determined based in part on the analysis by Semler Brossy of the compensation practices of companies in our peer group. The Compensation Committee also considered the Company’s historical performance relative to its peer group as well as the performance of each of our named executive officers and their contributions to our overall success. The 2023 base salaries of our named executive officers were increased from fiscal year 2022 for Mr. Power and Ms. Fiedelman. Mr. Power’s salary was increased in connection with his appointment as Chief Executive Officer. Ms. Fiedelman’s salary was increased based on market review. The salaries paid in 2023 for all of our named executive officers are set forth under the heading “Summary Compensation Table.” The following table sets forth the 2023 and 2022 annual base salaries actually paid to each named executive officer (other than Mr. Mercier and Ms. Fiedelman, who were not named executive officers in 2022).

  62. Annual Incentive Compensation

    Annual Incentive Compensation Our annual incentive bonus program is structured to reward our named executive officers based on our performance and the individual executive officer’s contribution to that performance. Annual incentive bonuses are paid in the following year if and to the extent performance objectives established by the Compensation Committee at the beginning of the applicable year are achieved. The Compensation Committee believes that the payment of the annual incentive bonus provides the incentive necessary to retain executive officers and reward them for short-term Company performance. Executive officers also have the option to receive all or part of their annual incentive bonus in equity. See “—Equity in Lieu of Annual Cash Bonuses” below. Each named executive officer’s annual incentive bonus opportunity for 2023 was established by our Compensation Committee and is described in the “Grants of Plan-Based Awards” table. Each named executive officer’s bonus opportunity provides for threshold, target and maximum bonus amounts, expressed as a percentage of base salary. In setting these amounts, our Compensation Committee considers, among other factors, each executive officer’s roles and responsibilities within our Company, the total compensation package associated with that position and competitive market data applicable to that position. For 2023, the threshold, target and maximum bonus amounts, expressed as a percentage of annual base salary, were as follows:

  63. Annual Incentive Compensation

    | Named Executive Officer | Threshold | Target | Maximum | | Andrew P. Power | 100% | 200% | 400% | | Matthew Mercier | 50% | 100% | 200% | | Gregory S. Wright | 62.5% | 125% | 250% | | Christopher Sharp | 50% | 100% | 200% | | Cindy A. Fiedelman | 50% | 100% | 200% | | Corey J. Dyer | 50% | 100% | 200% |

  64. Annual Incentive Compensation

    The threshold, target and maximum bonus payout percentages for, and the differences in such percentages among, the named executive officers, were determined by reference to competitive market data and practices as well as consideration of each named executive officer’s performance, role and responsibilities at our Company. For 2023, based on the recommendations of management and a review of the Company’s business plan, the Compensation Committee established financial, revenue and individual goals for each named executive officer. The financial goals consisted of targets for Core FFO, SS NOI growth and leverage and the revenue goals included ≤1MW + interconnection signings. Individual goals were categorized around the following corporate goals for 2023: customer focus, best-in-class capabilities, attaining premium of value proposition, sustaining organic growth and organizational excellence. Core FFO is FFO adjusted to exclude certain items that do not reflect core revenue or expense streams and provides a performance measure that, when compared year over year, captures trends in our core business operating performance. FFO is used by industry analysts and investors as a supplemental performance measure of a REIT. In excluding real estate related depreciation and amortization, gains and losses from the disposition of real estate assets and certain other gains and after adjustments for unconsolidated partnerships, joint ventures and certain other items, FFO provides a performance measure that, when compared year over year, captures trends in occupancy rates, rental rates and operating costs. Core FFO and FFO are non-GAAP metrics. For definitions of Core FFO and FFO, please see the Appendix. Net operating income, or NOI, represents rental revenue, tenant reimbursement revenue and interconnection revenue less utilities expense, rental property operating expenses, property taxes and insurance expenses (as reflected in the statement of operations). NOI is commonly used by stockholders, Company management and industry analysts as a measurement of operating performance of the Company’s rental portfolio. Cash NOI is NOI less straight-line rents and above- and below-market rent amortization. Cash NOI is commonly used by stockholders, Company management and industry analysts as a measure of property operating performance on a cash basis. SS NOI represents buildings owned as of December 31, 2021 with less than 5% of total rentable square feet under development and excludes buildings that were undergoing, or were expected to undergo, development activities in 2022-2023, buildings classified as held for sale, and buildings sold or contributed to joint ventures for all periods presented (prior period numbers adjusted to reflect current same-store pool).

  65. Annual Incentive Compensation

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  66. Annual Incentive Compensation

    An overview of the structure of the annual incentive bonuses for our CEO and the other named executive officers is provided below:

  67. Annual Incentive Compensation

    | | CEO | Other NEOs | | Financial Measures • Core FFO Per Share • SS NOI Growth • ≤1MW & Interconnection • Leverage | 85% | 70% | | Individual Measures • Individual Goals | 15% | 30% |

  68. Annual Incentive Compensation

    After careful consideration and with the input of the Compensation Committee’s independent compensation consultant, the Compensation Committee determined that it was appropriate to set the threshold, target and maximum levels for each performance metric consistent with the Company’s fiscal year 2023 financial outlook. When deciding on performance metrics, the Compensation Committee took into account the Company strategies and plans for growth, the focus on maximizing value from our existing assets, and the importance of prudently funding development and positioning the balance sheet for growth. In setting the levels for each performance metric, the Compensation Committee considered the Company’s 2023 financial outlook, which included: our capital recycling and joint venture initiatives; opportunities to grow in-year revenue; ongoing global development activity; and evolving macro-economic conditions, including the impact of inflation and the higher interest rate environment. For purposes of our 2023 annual incentive bonus program, the threshold, target and maximum levels of 2023 Core FFO established by the Compensation Committee were $6.68, $6.78 and $6.88 per diluted share and unit, respectively. The threshold, target and maximum amounts were set by the Compensation Committee based on a number of factors, including expectations surrounding leasing assumptions, financing assumptions, earnings growth, general economic conditions, real estate and technology fundamentals and other specific circumstances facing the Company. For the purpose of determining bonuses, the Compensation Committee determined it was appropriate to use Core FFO achieved by the Company and exclude certain profits, losses or expenses to give a more accurate picture of the Company’s annual performance. The Core FFO achieved by the Company in 2023 was $6.59 per diluted share and unit, which was below the threshold Core FFO level. Individual goals for our named executive officers included performance objectives related to: improving customer experience and satisfaction; developing solutions and delivering products on a global platform that align with customer requirements; financial and operating metrics; and talent management and corporate responsibility. The Compensation Committee, based in part on the recommendations of management, determined each named executive officer’s bonus, based on the achievement of the established goals. For 2023, the Compensation Committee determined that the Company (i) did not meet the threshold level for the financial goal of Core FFO per diluted share and unit, (ii) exceeded the maximum level for the financial goal of SS NOI, (iii) exceeded the maximum level for the financial goal of leverage, and (iv) exceeded the target level for the ≤1MW and interconnection signings metrics. Consistent with our pay-for-performance philosophy, the 2023 performance-based annual incentive bonuses for our named executive officers (other than Mr. Dyer) represented 108% to 156% of their respective target bonuses.

  69. Annual Incentive Compensation

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  70. Annual Incentive Compensation

    The weightings of the specific financial, revenue and individual goals for each named executive officer were established by the Compensation Committee based on the named executive officer’s areas of responsibility, as follows:

  71. Annual Incentive Compensation

    | Named Executive Officer | Core FFO Per Share | SS NOI | Leverage | ≤1MW & Interconnection | Individual Goals | | Andrew P. Power | 45% | 15% | 15% | 10% | 15% | | Matthew Mercier | 30% | 15% | 15% | 10% | 30% | | Gregory S. Wright | 30% | 15% | 15% | 10% | 30% | | Christopher Sharp | 30% | 15% | 15% | 10% | 30% | | Cindy A. Fiedelman | 30% | 15% | 15% | 10% | 30% | | Corey J. Dyer | 30% | 15% | 15% | 10% | 30% |

  72. Annual Incentive Compensation

    Individual goals for our named executive officers included performance objectives related to: improving customer experience and satisfaction; developing solutions and delivering products on a global platform that align with customer requirements; financial and operating metrics; and talent management and corporate responsibility. The Compensation Committee, based in part on the recommendations of management, determined each named executive officer’s bonus, based on the achievement of the established goals. Consistent with our pay-for-performance philosophy, the 2023 performance-based annual incentive bonuses for our named executive officers (other than Mr. Dyer) represented 108% to 156% of their respective target bonuses. The following table sets forth for our named executive officers (other than Mr. Dyer, whose employment was terminated without cause in June 2023 and, as a result, did not receive a 2023 annual bonus) the 2023 bonus earned, the 2023 bonus earned as a percentage of the base salary paid, the 2023 bonus earned as a percentage of the target bonus amount and the 2023 bonus earned as a percentage of the maximum bonus amount:

  73. Annual Incentive Compensation

    | Named Executive Officer | 2023 Bonus | Percentage of 2023 Base Salary Paid(1) | Percentage of 2023 Target Bonus | Percentage of 2023 Maximum Bonus | | Andrew P. Power(2) | $1,810,000 | 226% | 113% | 57% | | Matthew Mercier | 486,563 | 109% | 108% | 54% | | Gregory S. Wright(2) | 1,220,508 | 195% | 156% | 78% | | Christopher Sharp | 549,219 | 116% | 116% | 58% | | Cindy A. Fiedelman | 554,063 | 125% | 123% | 62% |

  74. Annual Incentive Compensation

    | (1) Reflects percentage of base salary actually paid in 2023. | | (2) Each of Messrs. Power and Wright received $200,000 as a discretionary bonus in recognition of outperformance on the leverage metric and completion of the JV transactions, which amount is included in each such named executive officer’s 2023 Bonus amount in the table. |

  75. Equity in Lieu of Annual Cash Bonuses

    Equity in Lieu of Annual Cash Bonuses The Compensation Committee maintains a program (the Equity Election Program) pursuant to which eligible employees, including the Company’s named executive officers, may elect to receive all or a portion of their annual incentive bonuses that are otherwise payable in cash in any combination of the following: (i) cash, (ii) fully-vested PIUs or fully-vested shares of Common Stock, in either case, equal to 100% of the annual incentive bonus amount subject to the election, and (iii) unvested PIUs or unvested RSUs, in either case, having a value equal to 125% of the annual incentive bonus amount subject to the election. The unvested PIUs and unvested RSUs will vest with respect to 50% of the total number of PIUs or RSUs (as applicable) subject to the award on each of the first two anniversaries of the grant date, subject to the employee’s continued service through the applicable vesting date (except as otherwise provided in the applicable award agreement). Unvested PIUs and unvested RSUs will be subject to accelerated vesting in the event of a change in control of the Company or certain qualifying terminations of employment. In the event of a qualifying termination of employment, the units or shares so accelerated may not be disposed of prior to the date on which such units or shares would have otherwise vested under the award’s original vesting schedule.

  76. Equity in Lieu of Annual Cash Bonuses

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  77. Equity in Lieu of Annual Cash Bonuses

    All named executive officers (other than Mr. Dyer, who departed the Company in June 2023) elected to receive a percentage of their respective annual incentive bonuses for 2023 in unvested PIUs (or, for Mr. Mercier, in vested PIUs), in lieu of cash, as follows:

  78. Equity in Lieu of Annual Cash Bonuses

    | Named Executive Officer | Percentage of Bonus Subject to Election | Profits Interest Units or Restricted Stock Units (#)(1) | | Andrew P. Power | 100% | 16,062(2) | | Matthew Mercier | 25% | 863(3) | | Gregory S. Wright | 100% | 10,830(2) | | Christopher Sharp | 100% | 4,873(2) | | Cindy A. Fiedelman | 100% | 4,916(2) |

  79. Equity in Lieu of Annual Cash Bonuses

    | (1) The PIUs were granted to our named executive officers on March 15, 2024. | | (2) Reflects a value equal to 125% of the annual incentive bonus amount subject to the election. 50% of the award will vest on each of the first two anniversaries of the grant date, subject to the executive officer’s continued service through the applicable vesting date. | | (3) Reflects a value equal to 100% of the annual incentive bonus amount subject to the election. This award was fully vested on the grant date. |

  80. Long-Term Incentive Compensation

    Long-Term Incentive Compensation We have granted to our executive officers long-term incentive awards consisting of PIUs or RSUs covering shares of the Company’s Common Stock (as applicable) under our 2014 Plan. We believe that a significant portion of the compensation paid to executive officers should be closely aligned with our performance on both a short-term and long-term basis. The Compensation Committee believes that, while our annual incentive bonus program provides awards for positive short-term performance, equity participation in the form of long-term incentive awards creates a vital long-term partnership between executive officers and stockholders. The program is intended to encourage high performance, promote accountability and ensure that the interests of the executive officers are aligned with the interests of our stockholders by linking a significant portion of executive compensation directly to increases in stockholder value. The Compensation Committee approves long-term incentive awards on the basis of several factors, including the executive officer’s total compensation package, the executive officer’s roles and responsibilities within our Company, the executive officer’s performance and significant accomplishments, our Company’s financial and operating performance and competitive market data applicable to each executive officer’s position and functional responsibilities.

  81. 2023 Long-Term Incentive Awards

    2023 Long-Term Incentive Awards The Compensation Committee believes that long-term incentive awards are an effective incentive to retain our named executive officers and increase their performance and closely align the interests of our named executive officers with the long-term interests of our stockholders. PIUs may be issued to eligible participants for the performance of services to or for the benefit of our Operating Partnership. Such units (other than performance-based Class D Units that have not performance vested), whether vested or not, receive the same quarterly per-unit distributions as common units in our Operating Partnership, which equal the per-share dividends on our Common Stock. Class D Units that have not performance vested generally receive quarterly per-unit distributions equal to ten percent of the distributions made with respect to an equivalent number of common units in our Operating Partnership. In addition, long-term incentive awards in the form of RSUs may be issued to eligible participants under our 2014 Plan. RSUs are granted in tandem with corresponding dividend equivalents (Dividend Equivalents) which represent the right to receive amounts equal to the dividends paid (if any) on the shares of Common Stock underlying such RSUs, payable in the same form and amounts as dividends paid to each holder of a share of Common Stock. Dividend Equivalent amounts are paid on a current basis on unvested and vested RSUs (other than performance-vested RSUs that have not performance vested). In 2023, we granted long-term incentive awards to all of our named executive officers, consisting of both time-vesting PIUs and performance-vesting Class D Units, or, with respect to Mr. Dyer, time-vesting and performance-vesting RSUs.

  82. 2023 Long-Term Incentive Awards

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  83. 2023 Long-Term Incentive Awards

    Our annual 2023 long-term incentive program aims to align the interests between our senior management, including our named executive officers, and our stockholders. Additional details of our annual long-term equity incentive program are set forth below:

  84. 2023 Long-Term Incentive Awards

    | Feature | 2023 Long-Term Equity Incentive Program | | Award Composition: | A mixture of performance-based and time-based awards were granted to our named executive officers in 2023 as follows: President & CEO and Chief Investment Officer (Messrs. Power and Wright): 60% performance-based + 40% time-based All other named executive officers: 50% performance-based + 50% time-based | | Performance Period: | Three years | | Performance Criteria: | • Total stockholder return over the performance period measured relative to the MSCI US REIT Index (RMS) | | | • SS NOI growth targets at the end of the performance period | | Vesting based on satisfaction of performance condition: | Less than threshold: 0% At threshold: 25% At target: 50% At maximum: 100% | | Time vesting of equity awards that performance vest: | 50% following the end of the three-year performance period and 50% in the following year | | Time vesting of equity awards that time vest only: | 25% per year over a four-year period |

  85. 2023 Long-Term Incentive Awards

    Vesting of our performance-based long-term incentive awards is illustrated below:

  86. Performance-Based Long-Term Incentive Awards

    Performance-Based Long-Term Incentive Awards In 2023, the Compensation Committee granted two performance-based long-term incentive awards to each of our named executive officers, consisting of Class D Units for each of our named executive officers (other than Mr. Dyer) and RSUs for Mr. Dyer. Our named executive officers’ 2023 equity awards are set forth below in the “Grants of Plan-Based Awards” table.

  87. Relative Total Stockholder Return Awards

    Relative Total Stockholder Return Awards The first type of performance-based long-term incentive award granted to our named executive officers is subject to performance-based vesting on a multi-year performance period, subject to the executive officer’s continued service. The performance condition of the awards is based on our total stockholder return (TSR) over a period of three years commencing on January 1, 2023 and ending on December 31, 2025 or, if earlier, ending on the date on which a change in control of the Company occurs (as defined in the 2014 Plan) (the Performance Period), measured relative to the MSCI US REIT Index (RMS) over the Performance Period. A portion of each award of Class D Units is designated as a number of “base units” with respect to which performance vesting is measured based on the difference between the Company’s TSR percentage and the TSR percentage of the RMS (the MSCI Index Relative Performance). In the event that the MSCI Index Relative Performance during the Performance Period is achieved at the “threshold,” “target” or “high” level as set forth below, the award will become performance-vested with respect to the percentage of base units or, for Mr. Dyer, the percentage of RSUs awarded, set forth below:

  88. Relative Total Stockholder Return Awards

    | | Below Threshold | Threshold | Target | High | | MSCI Index Relative Performance | < -500 bps | -500 bps | 0 bps | +500 bps | | Performance Vesting Percentage | 0% | 25% | 50% | 100% |

  89. Relative Total Stockholder Return Awards

    In the event that the MSCI Index Relative Performance is achieved at less than the “threshold” level, none of the Class D Units or RSUs will vest. If the MSCI Index Relative Performance falls between the levels specified above, the performance-vesting percentage will be determined using straight-line linear interpolation between such levels. We set the “threshold,” “target” and “high” levels for the performance-based awards to be in line with the “threshold,” “target” and “high” performance thresholds used by our peer group companies, as recommended by our compensation consultant.

  90. SS NOI Growth Awards

    SS NOI Growth Awards The second type of performance-based long-term incentive award granted to our named executive officers is subject to attainment of SS NOI goals at the end of the Performance Period. In the event the Company achieves SS NOI growth at the end of the Performance Period at the “threshold,” “target” or “high” level, the award will become performance-vested with respect to 25%, 50% or 100%, respectively, of the percentage of base units or, for Mr. Dyer, the percentage of RSUs granted. If the SS NOI actually attained falls between these levels the performance-vesting percentage will be determined using straight-line linear interpolation between such levels. If the Company’s SS NOI growth at the end of the Performance Period is below the threshold level, 0% of the base units or, for Mr. Dyer, RSUs will performance vest.

  91. Distribution Equivalent Units and Dividend Equivalents

    Distribution Equivalent Units and Dividend Equivalents With respect to each award of Class D Units, an additional number of Class D Units subject to the award (referred to as the Distribution Equivalent Units (DEUs)) having a value equal to the dividends declared during the Performance Period in respect of the shares of our Common Stock corresponding to the base units that become performance vested (less any actual distributions made with respect to such units) will vest in full as of the completion of the Performance Period. For purposes of calculating the number of DEUs, the dividend amount will be adjusted (plus or minus) to reflect the gain or loss on such amount had the dividends been reinvested in shares of our Common Stock on the applicable payment dates. Any DEUs that do not become vested and earned will be cancelled and forfeited upon the completion of the Performance Period. With respect to Mr. Dyer’s award of performance-based RSUs, such RSUs were granted in tandem with corresponding Dividend Equivalents entitling him to receive payments equal to the dividends paid on the shares of our Common Stock underlying the performance-vested RSUs. Payments in respect of such Dividend Equivalents will be made following the applicable dividend payment date, after the date on which the applicable RSU becomes performance vested.

  92. Performance-Vesting and Time-Vesting

    Performance-Vesting and Time-Vesting Following the completion of the Performance Period, the 2014 Plan administrator will determine the number of Class D Units (and corresponding DEUs) and the number of performance-based RSUs that have become performance-vested. The number of performance-vested Class D Units and performance-vested RSUs (as applicable) are collectively referred to as the Performance Vested Units. Following the completion of the Performance Period, any Performance Vested Units will vest as follows, subject to the executive officer’s continued service through each applicable vesting date: 50% on February 27, 2026 and 50% on February 27, 2027. DEUs will vest in full as of the completion of the Performance Period and will not be subject to additional time vesting requirements.

  93. Impact of a Change in Control

    Impact of a Change in Control In the event of a change in control of the Company, all then-outstanding Performance Vested Units (including any Class D Units or RSUs (as applicable) that become Performance Vested Units in connection with the change in control) will vest in full as of the date of the change in control, subject to the executive officer’s continued service until immediately prior to the change in control.

  94. Impact of a Termination of Service

    Impact of a Termination of Service Except as otherwise described below, any Class D Units or performance-based RSUs (as applicable) that have not fully vested as of the date on which an executive officer’s service terminates for any reason will be cancelled and forfeited by the executive officer. If an executive officer’s service terminates due to disability or, with respect to each executive officer who is not a party to a Severance Agreement (as defined elsewhere in this Proxy Statement) with the Company, due to such executive officer’s death, prior to the completion of the Performance Period, the award will remain outstanding and eligible to performance vest in accordance with the performance vesting schedule described above, and any Class D Units or RSUs (as applicable) that become Performance Vested Units will be fully vested as of the completion of the Performance Period. Any Class D Units or RSUs (as applicable) that do not become fully vested will be cancelled and forfeited upon the completion of the Performance Period. For each executive officer who is a party to a Severance Agreement with the Company, if such executive officer’s service terminates due to death prior to the completion of the Performance Period, then (i) if such termination occurs on or prior to the second anniversary of the applicable grant date, the award will vest in full with respect to the number of units which would have become Performance Vested Units, in accordance with the performance vesting

  95. Impact of a Termination of Service

    schedule described above, had the applicable performance condition been achieved at the “target” level; and (ii) if such termination occurs after the second anniversary of the applicable grant date, the award will remain outstanding and eligible to performance vest in accordance with the performance vesting schedule described above, and any Class D Units or RSUs (as applicable) that become Performance Vested Units will be fully vested as of the completion of the Performance Period. Any Class D Units or RSUs (as applicable) that do not become fully vested in accordance with the forgoing will be cancelled and forfeited upon the completion of the Performance Period. If an executive officer’s service is terminated by the Company or an affiliate thereof other than for “cause” or by the executive officer for “good reason” or, with respect to each executive officer who is not a party to a Severance Agreement with the Company (except as otherwise noted for Mr. Power), in the event of such executive officer’s “retirement” (each such term as defined in the applicable award agreement), in any case, prior to the completion of the Performance Period (and in the case of “retirement”, to the extent that following retirement such executive officer continues to provide services to the Company as a consultant to the Company), the award will remain outstanding and eligible to performance vest in accordance with the performance vesting schedule described above, and the number of Class D Units or RSUs (as applicable) that become Performance Vested Units and will be fully vested upon the completion of the Performance Period will be determined on a pro rata basis, based on the number of days that the executive officer was employed (and in the case of “retirement”, serving as a consultant) during the Performance Period. Any Class D Units or RSUs (as applicable) that do not become fully vested will be cancelled and forfeited upon the completion of the Performance Period. For each executive officer who is a party to a Severance Agreement with the Company and with respect to certain awards held by Mr. Power, in the event of such executive officer’s “retirement” (as defined in the applicable award agreement) prior to the completion of the Performance Period, if the Company either (A) fails to offer the executive officer a consulting agreement (as defined in the applicable award agreement) immediately following the executive officer’s retirement, or (B) enters into a consulting agreement with the executive officer and then terminates both the consulting agreement and the consulting relationship established thereby without “cause” (as defined in the consulting agreement) the award will remain outstanding and eligible to performance vest in accordance with the performance vesting schedule described above, and any Class D Units or RSUs (as applicable) that become Performance Vested Units as of the completion of the Performance Period will be fully vested at such time. Any Class D Units or RSUs (as applicable) that do not become fully vested will be cancelled and forfeited upon the completion of the Performance Period. If an executive officer’s service is terminated due to the executive officer’s death or disability, by the Company or an affiliate thereof other than for cause, by the executive officer for good reason or due to the executive officer’s retirement, in any case, after the completion of the Performance Period, any Performance Vested Units that remain subject to time-based vesting will vest in full upon such termination.

  96. Time-Based Long-Term Incentive Awards

    Time-Based Long-Term Incentive Awards In 2023, the Compensation Committee granted awards of time-based long-term incentive awards to all of our named executive officers consisting of PIUs, or, with respect to Mr. Dyer, RSUs. Our named executive officers’ 2023 equity awards are set forth below in the “Grants of Plan-Based Awards” table. The time-based long-term incentive awards generally vest 25% per year over a four-year period, subject to the named executive officer’s continued service through the applicable vesting date. Except as otherwise described below, any long-term incentive awards that have not vested as of the date on which a named executive officer’s service terminates for any reason will be cancelled and forfeited by the named executive officer. If an executive officer’s service is terminated by the Company or an affiliate thereof other than for “cause” or by the executive officer for “good reason” (each such term as defined in the applicable award agreement), then subject to the executive officer’s timely execution of a general release of claims, the award will vest with respect to the number of time-based PIUs or RSUs (as applicable) which would have become vested during the 12–month period immediately following the date of such termination, in accordance with the vesting schedule described above, had the executive officer remained continuously employed through such period. If such termination occurs upon or within the 12–month period following a change in control of the Company, then subject to the executive officer’s timely execution of a general release of claims, the time-based PIUs or RSUs (as applicable) will vest in full. If a named executive officer’s service terminates due to death or disability, the time-based incentive awards will vest in full upon such termination. For each executive officer who is a party to a Severance Agreement with the Company and with respect to certain awards held by Mr. Power, in the event of such executive officer’s “retirement” (as defined in the applicable award agreement), if the Company either (A) fails to offer the executive officer a consulting agreement (as defined in the applicable award agreement) immediately following the executive officer’s retirement, or (B) enters into a consulting agreement with the executive officer and

  97. Time-Based Long-Term Incentive Awards

    | 2024 Proxy Statement | 63 |

  98. Time-Based Long-Term Incentive Awards

    thereafter terminates both the consulting agreement and the consulting relationship established thereby without “cause” (as defined in the applicable consulting agreement), subject to the executive officer’s timely execution and non-revocation of a general release of claims, the time-based incentive awards will vest in full.

  99. 2021 Performance Award Results

    2021 Performance Award Results The performance condition for the performance-based Class D Unit awards granted to each of our named executive officers (other than Mr. Dyer) and performance-based RSU awards granted to Mr. Dyer in 2021, which were eligible to performance-vest based on the Company’s MSCI Index Relative Performance for the three-year performance period ended December 31, 2023, achieved below the “target” level of performance (i.e., 64% of target). The Class D Units and RSUs that satisfied the performance condition are subject to an additional time-vesting condition as follows, subject to the executive officer’s continued service through the applicable vesting date: 50% vested on February 27, 2024 and 50% will vest on February 27, 2025. Mr. Dyer, who departed from the Company in June 2023, received a prorated portion of such performance-based RSUs based on the number of days he was employed by us during the three-year performance period.

  100. Severance and Change in Control Benefits

    Severance and Change in Control Benefits In 2023, we were party to employment agreements or Severance Agreements, as applicable, with each of our named executive officers to help provide stability and security and encourage retention. The employment agreements and Severance Agreements include severance and change in control benefits, among other things. On December 10, 2019, the Compensation Committee approved a form of Executive Severance Agreement, which we amended and restated on November 29, 2021 and March 22, 2022 (the Severance Agreement), to be entered into with certain executives upon the expiration of their current employment agreements with us. The Company entered into the Severance Agreement with each of Messrs. Dyer and Sharp and Ms. Fiedelman in January 2022 upon the expiration of each of their employment agreements with us. The Company entered into the Severance Agreement with Mr. Mercier in January 2023, upon his appointment as Chief Financial Officer. The terms of the Severance Agreements are described below in more detail under the caption “Potential Payments upon Termination or Change in Control—Severance Agreements.” Additionally, the time-based and performance-based long-term incentive awards granted to our named executive officers contain certain severance and change in control provisions as described above under the caption “Long-Term Incentive Compensation.” The terms of these severance and change in control arrangements are described below in more detail under the caption “Potential Payments upon Termination or Change in Control.” We provide these benefits to our named executive officers to give them the personal security and stability necessary for them to focus on the performance of their duties and responsibilities to us and to encourage retention through a potential change in control.

  101. Summary Compensation Table

    Summary Compensation Table The following table summarizes the total compensation paid to or earned by each of the named executive officers for the years ended December 31, 2023, 2022 and 2021 (other than for Mr. Mercier and Ms. Fiedelman, who were not named executive officers in 2022 and 2021).

  102. Summary Compensation Table

    | (a) | (b) | (c) | (d) | (e) | (f) | (g) | (h) | | Name and Principal Position | Year | Salary ($)(1) | Bonus ($)(2) | Stock Awards ($)(3) | Non-Equity Incentive Plan Compensation ($)(4) | All Other Compensation ($)(5) | Total ($) | | Andrew P. Power President & Chief Executive Officer | 2023 | 802,308 | 200,000 | 8,952,335 | 1,610,000 | 790,917 | 12,355,560 | | | 2022 | 645,096 | — | 4,751,662 | 1,007,122 | 432,015 | 6,835,895 | | | 2021 | 625,000 | — | 4,363,157 | 1,454,327 | 846,203 | 7,288,686 | | Matthew Mercier Chief Financial Officer | 2023 | 444,519 | — | 1,499,823 | 486,563 | 73,131 | 2,504,036 | | Gregory S. Wright Chief Investment Officer | 2023 | 625,000 | 200,000 | 4,055,017 | 1,020,508 | 340,473 | 6,240,998 | | | 2022 | 620,096 | — | 3,980,195 | 921,875 | 626,540 | 6,148,706 | | | 2021 | 600,000 | — | 3,348,708 | 1,396,154 | 189,749 | 5,534,611 | | Christopher Sharp Chief Technology Officer | 2023 | 475,000 | — | 2,137,189 | 549,219 | 173,087 | 3,334,494 | | | 2022 | 465,192 | — | 1,999,948 | 524,875 | 207,917 | 3,197,932 | | | 2021 | 425,000 | — | 1,499,938 | 759,279 | 117,464 | 2,801,681 | | Cindy A. Fiedelman Chief Human Resources Officer | 2023 | 445,000 | — | 1,638,339 | 554,063 | 163,566 | 2,800,968 | | Corey J. Dyer Former Chief Revenue Officer(4) | 2023 | 269,751 | — | 1,887,610 | | 1,403,220 | 3,560,581 | | | 2022 | 485,571 | — | 2,654,642 | 619,500 | 139,676 | 3,899,389 | | | 2021 | 492,164 | — | 1,999,703 | 930,769 | 298,985 | 3,721,622 |

  103. Summary Compensation Table

    | (1) Amounts in this column represent actual base salary earned by each named executive officer, which may vary from the annual base salary rate for such named executive officer due to the number of biweekly pay periods in a year. For Mr. Power, 2023 salary includes retroactive payments for the new annual base salary approved for Mr. Power, effective as of the date of his appointment to Chief Executive Officer in December 2022. For Mr. Dyer, who was terminated without cause in June 2023, 2023 salary reflects his partial year of service. | | (2) Amounts in this column represent discretionary bonuses paid to Messrs. Power and Wright. Messrs. Power and Wright elected to receive 100% of their discretionary bonus in the form of unvested PIUs, in lieu of cash, under the Equity Election Program. The 25% premium value associated with such unvested PIUs is reflected in column (e). | | (3) Amounts in this column include the full grant date fair value of long-term incentive awards granted during the applicable fiscal year in accordance with ASC Topic 718. For additional information on the valuation assumptions for 2023, refer to Note 16 to the Company’s and Operating Partnership’s consolidated financial statements for the fiscal year ended December 31, 2023, included in the Company’s and Operating Partnership’s Annual Report on Form 10-K for the year ended December 31, 2023. | | The amounts shown in this column (e) for 2023 for Messrs. Power, Wright, Sharp, and Ms. Fiedelman also include the incremental value (25% premium) associated with their elections to receive 100% of their respective annual incentive bonuses in the form of unvested PIUs, in lieu of cash, pursuant to the Equity Election Program. The values of such PIUs were determined in accordance with ASC Topic 718. The amounts shown in this column (e) for 2023 also include the grant date fair value of the performance-based long-term incentive awards (i) granted in January 2023 based on the probable outcome of the market-based performance condition to which such long-term incentive awards are subject, which is target level performance, based on a Monte Carlo model and calculated in accordance with ASC Topic 718 and (ii) granted in April 2023 based on the probable outcome of the financial performance condition to the which such long-term incentive awards are subject, which is target level performance based on the financial performance metric and calculated based on the fair market value of the Company’s common stock on the grant date. These long-term incentive awards are subject to achievement of the performance conditions as described in the section above entitled “Executive Compensation—Compensation Discussion and Analysis—Elements of Compensation—Long-Term Incentive Compensation—2023 Long-Term Incentive Awards.” The table below provides the estimated values of the annual 2023 performance-based long-term incentive awards granted at the threshold, target and maximum levels based on the ASC Topic 718 value for the market-based performance awards and based on fair market value for the financial metric based performance-based awards: |

  104. Summary Compensation Table

    | 2024 Proxy Statement | 67 |

  105. Summary Compensation Table

    | Name | Performance Criteria | Value at Threshold (50%)(a) ($) | Value at Target (100%) (Reported in column (e) above)(a) ($) | Value at Maximum (200%)(a) ($) | | Andrew P. Power | Market-based (TSR) | 1,274,965 | 2,549,930 | 5,099,859 | | | Financial-based (NOI) | 1,274,975 | 2,549,930 | 5,099,900 | | Matthew Mercier | Market-based (TSR) | 187,454 | 374,908 | 749,817 | | | Financial-based (NOI) | 187,498 | 374,995 | 749,991 | | Gregory S. Wright | Market-based (TSR) | 562,483 | 1,124,965 | 2,249,931 | | | Financial-based (NOI) | 562,493 | 1,124,986 | 2,249,972 | | Christopher Sharp | Market-based (TSR) | 249,979 | 499,958 | 999,916 | | | Financial-based (NOI) | 249,967 | 499,933 | 999,866 | | Cindy A. Fiedelman | Market-based (TSR) | 187,454 | 374,908 | 749,817 | | | Financial-based (NOI) | 187,498 | 374,995 | 749,991 | | Corey J. Dyer | Market-based (TSR) | 312,444 | 624,887 | 1,249,775 | | | Financial-based (NOI) | 312,481 | 624,962 | 1,249,924 |

  106. Summary Compensation Table

    | (a) Reflects value of base units for awards of Class D Units or, for Mr. Dyer, value of the number of performance-based RSUs granted. | | (4) The amounts in this column represent performance-based annual incentive awards that were earned during the specified year and paid in the following year. See “Executive Compensation—Compensation Discussion and Analysis—Elements of Compensation—Annual Incentive Compensation” for a discussion of each named executive officer’s actual bonus relative to his target bonus for 2023. Messrs. Power, Wright and Sharp and Ms. Fiedelman elected to receive 100% of their annual incentive bonus for 2023 in the form of unvested PIUs, in lieu of cash, under the Equity Election Program. The 25% premium value associated with such unvested PIUs is reflected in column (e). | | (5) The following table sets forth the amount of each other item of compensation paid to, or on behalf of, our named executive officers in 2023 included in the “All Other Compensation” column. Mr. Power and Ms. Fiedelman used financial and tax planning benefits during 2023, but there was no incremental costs associated with use of such benefits. |

  107. Summary Compensation Table

    | Name | Insurance Premiums(a) ($) | Distributions/ Dividend Equivalents/ DEUs(b) ($) | Retirement Match(c) ($) | Other(d) ($) | Total ($) | | Andrew P. Power | 600 | 483,991 | 13,200 | 293,126 | 790,917 | | Matthew Mercier | 533 | 52,165 | 13,200 | 7,233 | 73,131 | | Gregory S. Wright | 600 | 324,173 | 13,200 | 2,500 | 340,473 | | Christopher Sharp | 570 | 156,817 | 13,200 | 2,500 | 173,087 | | Cindy A. Fiedelman | 534 | 148,621 | 13,200 | 1,211 | 163,566 | | Corey J. Dyer | 414 | 78,617 | 8,202 | 1,315,987 | 1,403,220 |

  108. Summary Compensation Table

    | (a) Includes basic life insurance premiums. | | (b) Includes distributions and Dividend Equivalents paid on unvested long-term incentive awards, including performance-based awards that have satisfied the applicable performance condition and remain subject to time-based vesting. Excludes distributions paid on vested long-term incentive awards. Also includes, for all named executive officers (except Mr. Dyer), the value of the DEUs that vested with respect to performance-vested Class D Units for the performance period ended December 31, 2023 (using the closing price of our Common Stock on December 29, 2023 ($134.58 per share)), paid in the form of PIUs. | | (c) Includes 401(k) matching funds. | | (d) Includes health savings account employer contributions, Company-paid parking benefits and matching donations under our Matching Gifts Program, as applicable. For Mr. Power, this includes $281,726 in relocation reimbursements provided for his relocation to the Company headquarters. For Mr. Dyer, this amount includes (i) his cash separation payment of $1,252,414, paid on July 12, 2023, and (ii) Company-subsidized healthcare premiums of $5,769, both in connection with the termination of his employment on June 30, 2023 and in accordance with the non-cause termination provisions of his executive severance agreement with the Company. | | (6) Payments were made in Canadian dollars for all years presented. Amounts in the table above are in U.S. dollars based on the exchange rates in effect as of December 31, 2023, 2022 and 2021, respectively. In addition, during his employment with us, Mr. Dyer was entitled to reimbursement of up to $25,000 every year related to financial service advice regarding his relocation to Canada, however, Mr. Dyer did not request reimbursement of any such expenses in 2023 prior to his termination without cause and, accordingly, no such reimbursement was made. |

  109. Summary Compensation Table

    | 2024 Proxy Statement | 68 |

  110. Grants of Plan-Based Awards

    Grants of Plan-Based Awards The following table provides information concerning payouts under plan-based awards granted, earned or awarded during 2023 to each of our named executive officers.

  111. Grants of Plan-Based Awards

    | | | Estimated Future Payouts Under Non-Equity Incentive Plan Awards(1) | | | Estimated Future Payouts Under Equity Incentive Plan Awards(2) | | | All Other Stock Awards: Number of Shares of Stock or Units (#)(3) | Grant Date Fair Value of Stock and Option Awards ($)(4) | | Name | Grant Date | Threshold ($) | Target ($) | Maximum ($) | Threshold (#) | Target (#) | Maximum (#) | | | | Andrew P. Power President & Chief Executive Officer | | 800,000 | 1,600,000(5) | 3,200,000 | — | — | — | — | — | | | 1/1/2023 | — | — | — | — | — | — | 33,908 | 3,399,955 | | | 1/1/2023 | — | — | — | 10,604 | 21,207 | 42,414 | — | 2,549,930 | | | 4/8/2023 | — | — | — | 14,022 | 28,043 | 56,086 | — | 2,549,950 | | | —(6) | — | — | — | — | — | — | 3,212 | 452,500 | | Matthew Mercier Chief Financial Officer | | 225,000 | 450,000(5) | 900,000 | — | — | — | — | — | | | 1/1/2023 | — | — | — | — | — | — | 7,479 | 749,919 | | | 1/1/2023 | — | — | — | 1,559 | 3,118 | 6,236 | — | 374,908 | | | 4/8/2023 | — | — | — | 2,062 | 4,124 | 8,248 | — | 374,995 | | Gregory S. Wright Chief Investment Officer | | 390,625 | 781,250(5) | 1,562,500 | — | — | — | — | — | | | 1/1/2023 | — | — | — | — | — | — | 14,959 | 1,499,939 | | | 1/1/2023 | — | — | — | 4,678 | 9,356 | 18,712 | — | 1,124,965 | | | 4/8/2023 | — | — | — | 6,186 | 12,372 | 24,744 | — | 1,124,986 | | | —(6) | — | — | — | — | — | — | 2,166 | 305,127 | | Christopher Sharp Chief Technology Officer | | 237,500 | 475,000(5) | 950,000 | — | — | — | — | — | | | 1/1/2023 | — | — | — | — | — | — | 9,973 | 999,993 | | | 1/1/2023 | — | — | — | 2,079 | 4,158 | 8,316 | — | 499,958 | | | 4/8/2023 | — | — | — | 2,749 | 5,498 | 10,996 | — | 499,933 | | | — | — | — | — | — | — | — | 975 | 137,305 | | Cindy Fiedelman Chief Human Resources Officer | | 222,500 | 445,000(5) | 890,000 | — | — | — | — | — | | | 1/1/2023 | — | — | — | — | — | — | 7,479 | 749,919 | | | 1/1/2023 | — | — | — | 1,559 | 3,118 | 6,236 | — | 374,908 | | | 4/8/2023 | — | — | — | 2,062 | 4,124 | 8,248 | — | 374,995 | | | —(6) | — | — | — | — | — | — | 983 | 138,516 | | Corey J. Dyer Former Chief Revenue Officer | | 262,500 | 525,000(5) | 1,050,000 | — | — | — | — | — | | | 1/1/2023 | — | — | — | — | — | — | 12,466 | 1,249,966 | | | 1/1/2023 | — | — | — | 2,599 | 5,197 | 10,394 | — | 624,887 | | | 4/8/2023 | — | — | — | 3,437 | 6,873 | 13,746 | — | 624,962 | | | — | — | — | — | — | — | — | — | — |

  112. Grants of Plan-Based Awards

    | (1) Represents annual incentive bonus awards at the threshold, target and maximum amounts based on 2023 base salaries. See the “Non-Equity Incentive Plan Compensation” column in the “Summary Compensation Table” for actual 2023 bonuses earned based on 2023 performance and which were paid in 2024. | | (2) Represents performance-based Class D Units for our named executive officers or, with respect to Mr. Dyer, performance-based RSUs awarded in 2023. Indicated threshold, target and maximum amounts correspond to the number of units that would be earned in the event that specified threshold, target and maximum levels, respectively, were achieved. With respect to performance-based Class D Units, these amounts exclude DEUs which vest upon the conclusion of the applicable performance period. For more information on 2023 long-term incentive awards, see “Executive Compensation—Compensation Discussion and Analysis—Elements of Compensation—Long-Term Incentive Compensation—2023 Long-Term Incentive Awards.” |

  113. Grants of Plan-Based Awards

    | 2024 Proxy Statement | 69 |

  114. Grants of Plan-Based Awards

    | (3) Represents time-based long-term incentive awards, consisting of PIUs for our named executive officers or, with respect to Mr. Dyer, RSUs, awarded in 2023, including, for Messrs. Power, Wright, and Sharp and Ms. Fiedelman, the number of incremental unvested PIUs granted in March 2024 in connection with Messrs. Power, Wright, and Sharp and Ms. Fiedelman electing to receive 100% of their 2023 annual incentive bonus in the form of unvested PIUs (in each case, with a 25% premium value) under the Equity Election Program. For more information on the 2023 long-term incentive awards, see “Executive Compensation—Compensation Discussion and Analysis—Elements of Compensation—Long-Term Incentive Compensation—2023 Long-Term Incentive Awards and Executive Compensation—Compensation Discussion and Analysis—Elements of Compensation—Annual Incentive Compensation—Equity in Lieu of Annual Cash Bonuses.” | | (4) Represents the full grant date fair value of performance-based and time-based long-term incentive awards granted to each of our named executive officers during 2023 and, for Messrs. Power, Wright, and Sharp and Ms. Fiedelman the incremental value of unvested PIUs received in connection with their electing to receive 100% of their 2023 annual incentive bonuses in the form of unvested PIUs (in each case, with a 25% premium value), in lieu of cash, under the Equity Election Program, in each case, in accordance with ASC Topic 718. For additional information on the valuation assumptions, refer to Note 16 to the Company’s and the Operating Partnership’s consolidated financial statements for the fiscal year ended December 31, 2023, included in the Company’s and the Operating Partnership’s Annual Report on Form 10-K for the year ended December 31, 2023. The amounts shown include the grant date fair value of performance-based long-term incentive awards (i) granted in January 2023 based on the probable outcome of the market-based performance condition to which such long-term incentive awards are subject, which is target level performance, based on a Monte Carlo model and calculated in accordance with ASC Topic 718, and (ii) granted April 2023 based on the probable outcome of the financial performance condition to which such long-term incentive awards are subject, which is target level performance based on financial goals and calculated based on the fair market value of the Company’s common stock on the grant date. These long-term incentive awards are subject to achievement of the performance conditions described in “Executive Compensation—Compensation Discussion” and “Analysis—Elements of Compensation—Long-Term Incentive Compensation—2023 Long-Term Incentive Awards.” | | (5) Represents target annual incentive bonus awards under our annual incentive program for 2023. Actual annual incentive bonus awards are based on 2023 base salary actually paid. | | (6) Represents the incremental number of unvested PIUs for Messrs. Power, Wright, and Sharp and Ms. Fiedelman granted in March 2024 in connection with their elections to receive 100% of their respective 2023 annual incentive bonuses in the form of unvested PIUs (in each case, with a 25% premium value), in lieu of cash, under the Equity Election Program. For more information on these unvested PIUs, see “Executive Compensation—Compensation Discussion and Analysis—Elements of Compensation—Annual Incentive Compensation—Equity in Lieu of Annual Cash Bonuses”. |

  115. Grants of Plan-Based Awards

    | 2024 Proxy Statement | 70 |

  116. Outstanding Equity Awards at Fiscal Year-End

    Outstanding Equity Awards at Fiscal Year-End The following table provides information concerning the outstanding equity awards held by our named executive officers as of December 31, 2023. Certain of these awards are subject to accelerated vesting provisions in connection with a qualifying termination of employment, including in connection with a change in control of the Company, as described in “Potential Payments Upon Termination or Change in Control” below.

  117. Outstanding Equity Awards at Fiscal Year-End

    | | Stock Awards | | | | | | Name | Grant Date | Number of Shares or Units of Stock That Have Not Vested (#)(1) | Market Value of Shares or Units of Stock That Have Not Vested ($)(2) | Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested (#)(3) | Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested ($)(2) | | Andrew P. Power | 2/19/2020(4) | 4,408 | 593,161 | — | — | | President & Chief Executive Officer | 2/19/2020(5) | 1,415 | 190,431 | — | — | | | 1/1/2021(6) | 8,742 | 1,176,466 | — | — | | | 1/1/2021(7) | 2,688 | 361,751 | — | — | | | 2/25/2021(6) | 3,649 | 491,120 | — | — | | | 2/25/2021(7) | 930 | 125,159 | — | — | | | 1/1/2022(8) | — | — | 7,153 | 962,651 | | | 1/1/2022(9) | 6,354 | 855,121 | — | — | | | 3/4/2022(10) | — | — | 2,699 | 363,164 | | | 3/4/2022(11) | 6,528 | 878,538 | — | — | | | 1/1/2023(12) | — | — | 21,207 | 2,854,038 | | | 1/1/2023(13) | 33,908 | 4,563,339 | — | — | | | 2/22/2023(14) | 11,805 | 1,588,717 | — | — | | | 4/8/2023(15) | — | — | 28,043 | 3,774,027 | | Matthew Mercier | 2/20/2020(4) | 371 | 49,991 | — | — | | Chief Financial Officer | 2/20/2020(5) | 46 | 6,191 | — | — | | | 1/1/2021(6) | 781 | 105,080 | — | — | | | 1/1/2021(7) | 180 | 24,224 | — | — | | | 3/10/2021(6) | 32 | 4,307 | — | — | | | 3/10/2021(7) | 10 | 1,346 | — | — | | | 1/1/2022(8) | — | — | 572 | 76,980 | | | 1/1/2022(9) | 456 | 61,368 | — | — | | | 2/27/2022(9) | 104 | 13,996 | — | — | | | 3/4/2022(10) | — | — | 215 | 28,968 | | | 1/1/2023(12) | — | — | 3,118 | 419,620 | | | 1/1/2023(13) | 6,951 | 935,466 | — | — | | | 4/8/2023(15) | — | — | 4,124 | 555,008 |

  118. Outstanding Equity Awards at Fiscal Year-End

    | 2024 Proxy Statement | 73 |

  119. Outstanding Equity Awards at Fiscal Year-End

    | | Stock Awards | | | | | | Name | Grant Date | Number of Shares or Units of Stock That Have Not Vested (#)(1) | Market Value of Shares or Units of Stock That Have Not Vested ($)(2) | Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested (#)(3) | Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested ($)(2) | | Gregory S. Wright | 2/19/2020(4) | 2,626 | 353,359 | — | — | | Chief Investment Officer | 2/19/2020(5) | 1,246 | 167,687 | — | — | | | 1/1/2021(6) | 5,206 | 700,677 | — | — | | | 1/1/2021(7) | 2,366 | 318,416 | — | — | | | 2/25/2021(6) | 3,260 | 438,752 | — | — | | | 2/25/2021(7) | 1,228 | 165,264 | — | — | | | 1/1/2022(8) | — | — | 5,960 | 802,097 | | | 1/1/2022(9) | 5,295 | 712,601 | — | — | | | 3/4/2022(10) | — | — | 2,249 | 302,637 | | | 3/4/2022(11) | 6,267 | 843,413 | — | — | | | 1/1/2023(12) | — | — | 9,356 | 1,259,130 | | | 1/1/2023(13) | 14,959 | 2,013,182 | — | — | | | 2/22/2023(14) | 10,805 | 1,454,137 | — | — | | | 4/8/2023(15) | — | — | 12,372 | 1,665,024 | | Christopher Sharp | 2/19/2020(4) | 1,969 | 264,964 | — | — | | Chief Technology Officer | 2/19/2020(5) | 934 | 125,698 | — | — | | | 1/1/2021(6) | 3,905 | 525,486 | — | — | | | 1/1/2021(7) | 1,774 | 238,745 | — | — | | | 1/1/2022(8) | — | — | 2,864 | 385,437 | | | 1/1/2022(9) | 3,393 | 456,630 | — | — | | | 3/4/2022(10) | — | — | 1,077 | 144,976 | | | 3/4/2022(11) | 3,408 | 458,649 | — | — | | | 1/1/2023(12) | — | — | 4,158 | 559,584 | | | 1/1/2023(13) | 9,973 | 1,342,166 | — | — | | | 4/8/2023(15) | — | — | 5,498 | 739,921 | | Cindy Fiedelman | 2/19/2020(4) | 1,312 | 176,569 | — | — | | Chief Human Resources Officer | 2/19/2020(5) | 623 | 83,483 | — | — | | | 1/1/2021(6) | 2,603 | 350,296 | — | — | | | 1/1/2021(7) | 1,183 | 159,208 | — | — | | | 2/25/2021(6) | 326 | 43,841 | — | — | | | 2/25/2021(7) | 123 | 16,553 | — | — | | | 1/1/2022(8) | — | — | 2,148 | 289,078 | | | 1/1/2022(9) | 2,544 | 342,372 | — | — | | | 3/4/2022(10) | — | — | 808 | 108,707 | | | 3/4/2022(11) | 3,133 | 421,639 | — | — | | | 1/1/2023(12) | — | — | 3,118 | 419,620 | | | 1/1/2023(13) | 7,479 | 1,006,524 | — | — | | | 2/22/2023(14) | 5,878 | 791,061 | — | — | | | 4/8/2023(15) | — | — | 4,124 | 555,008 |

  120. Outstanding Equity Awards at Fiscal Year-End

    | 2024 Proxy Statement | 74 |

  121. Outstanding Equity Awards at Fiscal Year-End

    | | Stock Awards | | | | | | Name | Grant Date | Number of Shares or Units of Stock That Have Not Vested (#)(1) | Market Value of Shares or Units of Stock That Have Not Vested ($)(2) | Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested (#)(3) | Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested ($)(2) | | Corey J. Dyer | 1/1/2021(6) | 4,228 | 569,004 | — | — | | Former Chief Revenue Officer | 2/25/2021(6) | 3,178 | 427,695 | — | — | | | 1/1/2022(8) | — | — | 1,782 | 239,822 | | | 3/4/2022(10) | — | — | 671 | 90,236 | | | 1/1/2023(12) | — | — | 858 | 115,470 | | | 4/8/2023(15) | — | — | 1,134 | 152,614 |

  122. Outstanding Equity Awards at Fiscal Year-End

    | (1) Represents long-term incentive awards, including PIUs and RSUs, which are (a) time-based awards subject to time-vesting, and vest in installments over periods of approximately two to four years, following the grant date and (b) performance based awards that have met the performance condition and remain subject to time-vesting following completion of the applicable performance period. | | (2) Amounts shown were determined based on multiplying the number of shares or units shown in the table by the per share closing market price of our Common Stock on December 29, 2023 (the last trading day of our last completed fiscal year) of $134.58 per share. | | (3) Represents performance-based long-term incentive awards, including Class D Units and RSUs that are subject to achievement of the performance conditions described in “Executive Compensation—Compensation Discussion and Analysis—Elements of Compensation—Long-Term Incentive Compensation—2023 Long-Term Incentive Awards”. | | (4) Performance-based long-term incentive awards (consisting of Class D Units) that performance-vested based on the Company’s performance relative to the MSCI US REIT Index during the performance period from January 1, 2020 to December 31, 2022. Performance-based long-term incentive awards that satisfied the performance condition vested on February 27, 2023 (50%) and February 27, 2024 (50%). | | (5) Time-based long-term incentive units (consisting of PIUs) that vested on February 27, 2021 (25%), February 27, 2022 (25%), February 27, 2023 (25%) and February 27, 2024 (25%). | | (6) Performance-based long-term incentive awards (consisting of Class D Units (for Messrs. Power, Mercier, Wright and Sharp and Ms. Fiedelman) and RSUs (for Mr. Dyer)) that performance-vested based on the Company’s performance relative to the MSCI US REIT Index during the performance period from January 1, 2021 to December 31, 2023. Performance-based long-term incentive awards that satisfied the performance condition vested on February 27, 2024 (50%) and will vest on February 27, 2025 (50%), subject to the executive officer’s continued service through the applicable vesting date. In connection with his termination without cause in June 2023, a prorated portion of Mr. Dyer’s awards vested based on the number of days he was employed by us during the performance period, as described in “Potential Payments upon Termination.” | | (7) Time-based long-term incentive awards (consisting of PIUs) that vested on February 27, 2022 (25%), February 27, 2023 (25%) and February 27, 2024 (25%) and will vest on February 27, 2025 (25%), subject to the executive officer’s continued service through the applicable vesting date. | | (8) Performance-based long-term incentive awards (consisting of Class D Units (for Messrs. Power, Mercier, Wright and Sharp and Ms. Fiedelman) and RSUs (for Mr. Dyer)) that vest based on the Company’s performance relative to the MSCI US REIT Index during the performance period from January 1, 2022 to December 31, 2024. Performance-based long-term incentive awards that satisfy the performance condition will vest on February 27, 2025 (50%) and February 27, 2026 (50%), subject to the executive officer’s continued service through the applicable vesting date. Amounts shown assume the Company’s achievement of the maximum level of performance. | | (9) Time-based long-term incentive awards (consisting of PIUs) that vested on February 27, 2023 (25%) and February 27, 2024 (25%) and will vest in equal amounts (25%) on each of February 27, 2025 and February 27, 2026, subject to the executive officer’s continued service through the applicable vesting date. | | (10) Performance-based long-term incentive awards (consisting of Class D Units (for Messrs. Power, Mercier, Wright and Sharp and Ms. Fiedelman) and RSUs (for Mr. Dyer)) that vest based on the growth in Core FFO during the performance period from January 1, 2022 to December 31, 2024. Performance-based long-term incentive awards that satisfy the performance condition will vest on February 27, 2025 (50%) and February 27, 2026 (50%), subject to the executive officer’s continued service through the applicable vesting date. Amounts shown assume the Company’s achievement of the threshold level of performance. | | (11) Time-based long-term incentive awards (consisting of PIUs) that vested on February 27, 2023 (50%) and February 27, 2024 (50%). These units were granted to the named executive officer in connection with the named executive officer’s election to receive a percentage of their 2021 annual incentive bonus in the form of unvested PIUs (with a 25% premium value), in lieu of cash, under the Equity Election Program. | | (12) Performance-based long-term incentive awards (consisting of Class D Units (for Messrs. Power, Mercier, Wright and Sharp and Ms. Fiedelman) and RSUs (for Mr. Dyer)) that vest based on the Company’s performance relative to the MSCI US REIT Index during the performance period from January 1, 2023 to December 31, 2025. Performance-based long-term incentive awards that satisfy the performance condition will vest on February 27, 2026 (50%) and February 27, 2027 (50%), subject to the executive officer’s continued service through the applicable vesting date. Amounts shown assume the Company’s achievement of the maximum level of performance. | | (13) Time-based long-term incentive awards (consisting of PIUs) that vested on February 27, 2024 (25%) and will vest in equal amounts (25%) on February 27, 2025, February 27, 2026 and February 27, 2027, subject to the executive officer’s continued service through the applicable vesting date. | | (14) Time-based long-term incentive units (consisting of PIUs) that vested on February 27, 2024 (50%) and will vest on February 27, 2025 (50%). These units were granted to the named executive officer in connection with the named executive officer’s election to receive a percentage of their 2022 annual incentive bonus in the form of unvested PIUs (with a 25% premium value), in lieu of cash, under the Equity Election Program. | | (15) Performance-based long-term incentive awards (consisting of Class D Units (for Messrs. Power, Mercier, Wright and Sharp and Ms. Fiedelman) and RSUs (for Mr. Dyer)) that vest based on the growth in SS NOI during the performance period from January 1, 2023 to December 31, 2025. Performance-based long-term incentive awards that satisfy the performance condition will vest on February 27, 2026 (50%) and February 27, 2027 (50%), subject to the executive officer’s continued service through the applicable vesting date. Amounts shown assume the Company’s achievement of the maximum level of performance. |

  123. Outstanding Equity Awards at Fiscal Year-End

    | 2024 Proxy Statement | 75 |

  124. Outstanding Equity Awards at Fiscal Year-End

    Each of Messrs. Power, Sharp and Wright and Ms. Fiedelman elected to receive 100% of his or her annual incentive bonus for 2023 in the form of unvested PIUs (with a 25% premium value) and Mr. Mercier elected to receive 25% of his annual incentive bonus for 2023 in the form of vested PIUs, in lieu of cash, under the Equity Election Program. Such PIUs were not granted until March 2024 after their final 2023 annual incentive bonus amounts were determined and are, therefore, not reflected in the table above.

  125. Outstanding Equity Awards at Fiscal Year-End

    | 2024 Proxy Statement | 76 |

  126. Option Exercises and Stock Vested

    Option Exercises and Stock Vested The following table provides the number of shares of our Common Stock subject to equity awards, including PIUs and RSUs, which vested during 2023, and the value realized by our named executive officers on vesting.

  127. Option Exercises and Stock Vested

    | | Stock Awards | | | Name | Number of Shares Acquired on Vesting (#) | Value Realized on Vesting ($)(1) | | Andrew P. Power | 59,811 | 6,387,102 | | President & Chief Executive Officer | | | | Matthew Mercier | 3,398 | 381,356 | | Chief Financial Officer | | | | Gregory S. Wright | 26,922 | 2,891,419 | | Chief Investment Officer | | | | Christopher Sharp | 25,221 | 2,662,954 | | Chief Technology Officer | | | | Cindy Fiedelman | 19,315 | 2,034,372 | | Chief Human Resources Officer | | | | Corey J. Dyer | 48,309(2) | 5,823,922(2) | | Former Chief Revenue Officer | | |

  128. Option Exercises and Stock Vested

    | (1) Value realized on vesting of long-term incentive units and RSUs is calculated based on the per share closing market price of our Common Stock on the vesting dates of such units and RSUs and, for PIUs, assumes those units were exchanged for Common Stock and sold on that date. | | (2) Amounts include accelerated vesting of RSUs in connection with the termination of Mr. Dyer’s employment, pursuant to his Severance Agreement with the Company. |

  129. Option Exercises and Stock Vested

    | 2024 Proxy Statement | 77 |

  130. Potential Payments upon Termination or Change in Control

    Potential Payments upon Termination or Change in Control Our named executive officers are entitled to severance payments and benefits upon qualifying terminations of employment, including in connection with a “change in control” of the Company, pursuant to the terms of their respective Employment Agreements or Severance Agreements (as applicable), as summarized below. The description below summarizes the severance terms of the Employment Agreement or Severance Agreement in effect for each named executive officer (other than Mr. Dyer) as of December 31, 2023. Please see “Executive Compensation—Compensation Discussion and Analysis—Elements of Compensation—Long-Term Incentive Compensation—2023 Long-Term Incentive Awards—Performance-Based Long-Term Incentive Awards” above for additional information regarding the treatment of long-term incentive awards upon a named executive officer’s termination of employment and/or a change in control of the Company. The summary below also describes the severance payments and benefits provided to Mr. Dyer in connection with his termination of employment with us in June 2023.

  131. Estimated Potential Payments

    Estimated Potential Payments The following table sets forth estimates of the payments that would be made to our named executive officers (other than Mr. Dyer) in the event that a qualifying termination of employment and/or a change in control occurs, assuming that the triggering event took place on December 31, 2023. Actual payments and benefits that Mr. Dyer received in connection with his termination without cause in June 2023 are described above under the heading “Termination Payments to Mr. Dyer”. Amounts shown do not include (i) accrued but unpaid base salary through the date of termination or (ii) other benefits earned or accrued by our named executive officers during their employment that are available to all salaried employees.

  132. Estimated Potential Payments

    | Name and Principal Position | Without Cause or for Good Reason (without Change in Control)(1) | Death or Disability(2) | Without Cause or Good Reason (with Change in Control)(3) | Occurrence of Change in Control(4)(5) | Retirement(6) | | Andrew P. Power, President & Chief Executive Officer(7) | | | | | | | Severance Payment | $6,400,000 | $4,000,000 | $8,800,000 | $0 | $0 | | Unvested PIUs(8) | 6,861,629 | 30,951,661 | 30,951,661 | 21,320,382 | 0 | | Health Insurance | 32,950 | 0 | 32,950 | 0 | 0 | | Matthew Mercier Chief Financial Officer(7) | | | | | | | Severance Payment | $1,350,000 | $1,350,000 | 2,250,000 | 0 | 0 | | Unvested PIUs(8) | 509,845 | 3,954,335 | 3,954,335 | 2,839,240 | 0 | | Health Insurance | 21,967 | 0 | 21,967 | 0 | 0 | | Gregory S. Wright, Chief Investment Officer(7) | | | | | | | Severance Payment | $2,187,500 | $2,187,500 | 3,593,750 | 0 | 0 | | Unvested PIUs(8) | 4,932,121 | 17,010,788 | 17,010,788 | 10,617,592 | 0 | | Health Insurance | 21,967 | 0 | 21,967 | 0 | 0 | | Christopher Sharp, Chief Technology Officer(7) | | | | | | | Severance Payment | $1,425,000 | $1,425,000 | 2,375,000 | 0 | 0 | | Unvested PIUs(8) | 2,335,670 | 7,876,103 | 7,876,103 | 4,900,467 | 0 | | Health Insurance | 21,967 | 0 | 21,967 | 0 | 0 | | Cindy A. Fiedelman Chief Human Resources Officer(7) | | | | | | | Severance Payment | $1,350,000 | 1,350,000 | 2,250,000 | 0 | 0 | | Unvested PIUs(8) | 2,185,815 | 6,734,830 | 6,734,830 | 3,653,169 | 0 | | Health Insurance | 7,378 | 0 | 7,378 | 0 | 0 |

  133. Estimated Potential Payments

    | (1) Performance-based equity awards that are subject to completion of the applicable three-year performance period are reflected: (a) assuming the actual level of the performance condition as of December 31, 2023 for each such award and (b) prorated for the portion of the three-year performance period completed as of December 31, 2023. For unvested time-based equity awards, includes the portion of the award that would have become vested in the 12 months after December 31, 2023. Severance payment assumes stub year bonus is not prorated. | | (2) With respect to long-term incentive awards, amounts represent the value associated with the accelerated vesting of such awards upon a termination of employment due to the named executive officer’s death or disability or, for Messrs. Mercier and Sharp, and Ms. Fiedelman, a termination of employment due to the named executive officer’s disability. Upon a termination of employment due to death, the value associated with the accelerated vesting of such awards would be $2,791,997 for Mr. Mercier, $6,710,159 for Mr. Sharp, and $5,860,286 for Ms. Fiedelman. | | (3) Performance-based equity awards that are subject to completion of the applicable three-year performance period are reflected assuming achievement at the actual level of the performance condition as of December 31, 2023 for each such award. Unvested time-based equity awards will vest in full. | | (4) The amounts payable that are reflected in this column with respect to the acceleration of each named executive officer’s equity awards, as applicable, will only be paid once upon the occurrence of a change in control and not again in the event of a subsequent termination of employment. | | (5) Performance-based equity awards that are subject to completion of the applicable three-year performance period are reflected assuming achievement at the actual level of the performance condition as of December 31, 2023 for each such award. Unvested time-based equity awards will not vest. | | (6) None of our named executive officers were entitled to receive retirement benefits under their Employment Agreements or Severance Agreements as of December 31, 2023. For a summary of the payments and benefits such named executive officers would become entitled to receive upon retirement, please see “—Employment Agreements” and “—Severance Agreements” above. | | (7) Each of the Employment Agreements and the Severance Agreements also provides for outplacement counseling services for a period of 12 months following a termination without cause or for good reason, which we estimate to be a cost of approximately $16,500 per executive officer. | | (8) The treatment of unvested equity awards is set forth in the Employment Agreements, the Severance Agreements or in the applicable equity award agreements, as applicable, with our named executive officers. |

  134. Estimated Potential Payments

    | 2024 Proxy Statement | 81 |

  135. CEO Pay Ratio

    CEO Pay Ratio As required by Section 953(b) of the Dodd-Frank Wall Street Reform and Consumer Protection Act, and Item 402(u) of Regulation S-K, we are providing the following information regarding the ratio of the annual total compensation of our median employee to the annual total compensation of Mr. Power, our President & Chief Executive Officer (CEO) as of December 31, 2023. We consider the pay ratio specified below to be a reasonable estimate, calculated in a manner that is intended to be consistent with the requirements of Item 402(u) of Regulation S-K. As of December 31, 2023, our last completed fiscal year:

  136. CEO Pay Ratio

    | • | the annual total compensation of the employee who represented our median compensated employee (excluding, from such determination, our CEO) was $114,016; and | | • | the annual total compensation of our CEO, as reported in the Summary Compensation Table above, was $12,355,560. |

  137. CEO Pay Ratio

    Based on this information, for 2023, the annual total compensation of our CEO was approximately 108 times the annual total compensation of our median employee (excluding, from such determination, our CEO).

  138. Pay Versus Performance Disclosure

    Pay Versus Performance Disclosure In accordance with rules adopted by the SEC pursuant to the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010, we provide the following disclosure regarding executive compensation for our principal executive officers (“PEOs”) and our named executive officers other than our PEOs (“Non-PEO NEOs”) and Company performance for the fiscal years listed below. The Compensation Committee did not consider the pay versus performance disclosure below in making its pay decisions for any of the years shown.

  139. Pay Versus Performance Disclosure

    | | Summary | Summary | | | Average Summary Compensation | Average Compensation | Value of Initial Fixed $100 Investment based on:(4) | | | | | Year | Compensation Table Total for PEO 1(1) ($) | Compensation Table Total for PEO 2(1) ($) | Compensation Actually Paid to PEO 1(1)(2)(3) ($) | Compensation Actually Paid to PEO 2(1)(2)(3) ($) | Table Total for Non-PEO NEOs(1) ($) | Actually Paid to Non-PEO NEOs(1)(2)(3) ($) | TSR ($) | Peer Group TSR ($) | Net Income ($ Thousands) | Core FFO Per Share(5) ($) | | 2023 | — | 12,355,560 | — | 22,300,154 | 3,688,215 | 6,285,640 | 130.06 | 113.54 | 950,312 | 6.59 | | 2022 | 23,695,471 | 6,835,895 | (14,083,891) | (6,498,305) | 4,415,342 | (1,811,344) | 92.96 | 99.82 | 380,325 | 6.70 | | 2021 | 17,139,601 | — | 30,533,169 | — | 6,067,449 | 7,770,066 | 157.39 | 132.23 | 1,747,412 | 6.53 | | 2020 | 17,789,395 | — | 40,467,482 | — | 5,765,543 | 9,310,477 | 120.46 | 92.43 | 362,730 | 6.21 |

  140. Pay Versus Performance Disclosure

    | (1) A. William Stein was our PEO from November 24, 2014 to December 13, 2022 (“PEO 1”). Andrew P. Power has been our PEO since December 13, 2022 (“PEO 2”). The individuals comprising the Non-PEO NEOs for each year presented are listed below. |

  141. Pay Versus Performance Disclosure

    | 2020 | 2021 | 2022 | 2023 | | Andrew P. Power | Andrew P. Power | Gregory S. Wright | Gregory S. Wright | | Gregory S. Wright | David C. Ruberg | Corey J. Dyer | Matthew Mercier | | Erich J. Sanchack | Gregory S. Wright | Christopher Sharp | Christopher Sharp | | Christopher Sharp | Corey J. Dyer | | Cindy A. Fiedelman | | | | | Corey J. Dyer |

  142. Pay Versus Performance Disclosure

    | (2) The amounts shown for Compensation Actually Paid have been calculated in accordance with Item 402(v) of Regulation S-K and do not reflect compensation actually earned, realized, or received by the Company’s PEOs or Non-PEO NEOs. These amounts reflect the compensation reported in the “Total” column of the Summary Compensation Table Total for the applicable fiscal year with certain adjustments (which, for fiscal year 2023, are described in footnote 3 below). | | (3) Compensation Actually Paid reflects the exclusions and inclusions of certain amounts for the PEOs and the Non-PEO NEOs as set forth below. Equity values are calculated in accordance with FASB ASC Topic 718. Amounts in the Exclusion of Stock Awards column are the totals from the “Stock Awards” column of the Summary Compensation Table. |

  143. Pay Versus Performance Disclosure

    | | Summary Compensation | | Inclusion | Compensation | | | Table Total for | Exclusion of Stock Awards for | of Equity Values for | Actually Paid to | | | Andrew P. Power | Andrew P. Power | Andrew P. Power | Andrew P. Power | | Year | ($) | ($) | ($) | ($) | | 2023 | 12,355,560 | (8,952,335) | 18,896,929 | 22,300,154 | | | Average Summary | Average Exclusion | Average Inclusion | Average Compensation | | | Compensation Table Total | of Stock Awards | of Equity Values | Actually Paid to | | | for Non-PEO NEOs | for Non-PEO NEOs | for Non-PEO NEOs | Non-PEO NEOs | | Year | ($) | ($) | ($) | ($) | | 2023 | 3,688,215 | (2,243,596) | 4,841,021 | 6,285,640 |

  144. Pay Versus Performance Disclosure

    | 2024 Proxy Statement | 83 |

  145. Pay Versus Performance Disclosure

    The amounts in the Inclusion of Equity Values in the tables above are derived from the amounts set forth in the following tables:

  146. Pay Versus Performance Disclosure

    | Year | Year-End Fair Value of Equity Awards Granted During Year That Remained Unvested as of Last Day of Year for Andrew P. Power ($) | Change in Fair Value from Last Day of Prior Year to Last Day of Year of Unvested Equity Awards for Andrew P. Power ($) | Vesting-Date Fair Value of Equity Awards Granted During Year that Vested During Year for Andrew P. Power ($) | Change in Fair Value from Last Day of Prior Year to Vesting Date of Unvested Equity Awards that Vested During Year for Andrew P. Power ($) | Fair Value at Last Day of Prior Year of Equity Awards Forfeited During Year for Andrew P. Power ($) | Value of Dividends or Other Earnings Paid on Equity Awards Not Otherwise Included for Andrew P. Power ($) | Total - Inclusion of Equity Values for Andrew P. Power ($) | | 2023 | 15,003,788 | 3,595,956 | — | 297,185 | — | — | 18,896,929 | | Year | Average Year-End Fair Value of Equity Awards Granted During Year That Remained Unvested as of Last Day of Year for Non-PEO NEOs ($) | Average Change in Fair Value from Last Day of Prior Year to Last Day of Year of Unvested Equity Awards for Non-PEO NEOs ($) | Average Vesting-Date Fair Value of Equity Awards Granted During Year that Vested During Year for Non-PEO NEOs ($) | Average Change in Fair Value from Last Day of Prior Year to Vesting Date of Unvested Equity Awards that Vested During Year for Non-PEO NEOs ($) | Average Fair Value at Last Day of Prior Year of Equity Awards Forfeited During Year for Non-PEO NEOs ($) | Average Value of Dividends or Other Earnings Paid on Equity Awards Not Otherwise Included for Non-PEO NEOs ($) | Total - Average Inclusion of Equity Values for Non-PEO NEOs ($) | | 2023 | 3,243,906 | 1,174,598 | 422,534 | 157,348 | (157,365) | — | 4,841,021 |

  147. Pay Versus Performance Disclosure

    | (4) The Peer Group TSR set forth in this table utilizes the MSCI US REIT Index, which we also utilize in the stock performance graph required by Item 201(e) of Regulation S-K included in our Company’s and Operating Partnership’s Annual Report on Form 10-K for the year ended December 31, 2023. The comparison assumes $100 was invested for the period starting December 31, 2019, through the end of the listed year in the Company and in the MSCI US REIT Index, respectively, assuming that all dividends (if any) were reinvested. Historical stock performance is not necessarily indicative of future stock performance. |

  148. Pay Versus Performance Disclosure

    | (5) We determined Core FFO to be the most important financial performance measure used to link Company performance to Compensation Actually Paid to our PEO and Non-PEO NEOs in 2023. Core FFO may not have been the most important financial performance measure for prior years and we may determine a different financial performance measure to be the most important financial performance measure in future years. 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. |

  149. Pay Versus Performance Disclosure

    | 2024 Proxy Statement | 84 |

  150. Relationship Between PEO and Non-PEO NEO Compensation Actually Paid and Total Shareholder Return (“TSR”)

    Relationship Between PEO and Non-PEO NEO Compensation Actually Paid and Total Shareholder Return (“TSR”) The following chart sets forth the relationship between Compensation Actually Paid to our PEOs, the average of Compensation Actually Paid to our Non-PEO NEOs, the Company’s cumulative TSR over the four most recently completed fiscal years, and the Peer Group TSR over the same period.

  151. PEO and Average Non-PEO NEO Compensation Actually Paid Versus TSR

    PEO and Average Non-PEO NEO Compensation Actually Paid Versus TSR

  152. Relationship Between PEO and Non-PEO NEO Compensation Actually Paid and Net Income

    Relationship Between PEO and Non-PEO NEO Compensation Actually Paid and Net Income The following chart sets forth the relationship between Compensation Actually Paid to our PEOs, the average of Compensation Actually Paid to our Non-PEO NEOs, and our Net Income during the four most recently completed fiscal years.

  153. PEO and Average Non-PEO NEO Compensation Actually Paid Versus Net Income

    PEO and Average Non-PEO NEO Compensation Actually Paid Versus Net Income

  154. PEO and Average Non-PEO NEO Compensation Actually Paid Versus Net Income

    | 2024 Proxy Statement | 85 |

  155. Relationship Between PEO and Non-PEO NEO Compensation Actually Paid and Core Funds From Operations Per Share

    Relationship Between PEO and Non-PEO NEO Compensation Actually Paid and Core Funds From Operations Per Share The following chart sets forth the relationship between Compensation Actually Paid to our PEOs, the average of Compensation Actually Paid to our Non-PEO NEOs, and our Core FFO during the four most recently completed fiscal years. 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.

  156. PEO and Average Non-PEO NEO Compensation Actually Paid Versus Core Funds From Operations Per Share

    PEO and Average Non-PEO NEO Compensation Actually Paid Versus Core Funds From Operations Per Share The following table presents the financial performance measures that the Company considers to have been the most important in linking Compensation Actually Paid to our PEO and Non-PEO NEOs for 2023 to Company performance. The measures in this table are not ranked.

  157. PEO and Average Non-PEO NEO Compensation Actually Paid Versus Core Funds From Operations Per Share

    | Core Funds From Operations Per Share | | Relative TSR | | Net Income from Operations |

  158. PEO and Average Non-PEO NEO Compensation Actually Paid Versus Core Funds From Operations Per Share

    | 2024 Proxy Statement | 86 |

  159. Director Compensation

    Director Compensation We use a combination of cash and equity-based incentive compensation to attract and retain qualified non-employee directors to serve on our Board. In setting non-employee director compensation, we consider the significant amount of time that directors spend in fulfilling their duties to our Company as well as the skill level we require of members of our Board.

  160. Equity Compensation

    | Name | Fees Earned or Paid in Cash ($)(1) | Stock Awards ($)(2)(3) | All Other Compensation ($) | Total ($) | | Mary Hogan Preusse | 160,440 | 289,911 | — | 450,351 | | Alexis Black Bjorlin(4) | 97,981(6) | 189,999 | 5,000(7) | 292,981 | | Laurence A. Chapman(5) | 42,444(6) | — | — | 42,444 | | VeraLinn Jamieson | 99,736(6) | 189,999 | — | 289,735 | | Kevin J. Kennedy | 123,736 | 189,999 | — | 313,735 | | William G. LaPerch | 125,594(6) | 189,999 | 1,500(7) | 317,093 | | Jean F.H.P. Mandeville | 105,000 | 189,999 | — | 294,999 | | Afshin Mohebbi | 128,736 | 189,999 | — | 318,735 | | Mark R. Patterson | 115,000 | 189,999 | — | 304,999 | | Dennis E. Singleton(5) | 43,364(6) | — | — | 43,364 |

  161. Equity Compensation

    | (a) See footnote 4 to the above Director Compensation table. | | (b) See footnote 5 to the above Director Compensation table. |