DEF 14A of Digital Realty Trust, Inc., Apr 25, 2025

DEF 14A of Digital Realty Trust, Inc.

Filed Apr 25, 2025 · FY20240001308179-25-000509

Open on EDGAR

  1. Directors

    Directors We believe the membership of our Board of Directors (Board) is both balanced and complementary 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 | Talent and Compensation | Nominating and Corporate Governance | | Mary Hogan Preusse | 56 | 8 | | | | | | VeraLinn Jamieson | 64 | 5 | | | | | | Kevin J. Kennedy | 69 | 12 | | | | | | William G. LaPerch | 69 | 12 | | | | | | Jean F.H.P. Mandeville | 65 | 5 | | | | | | Afshin Mohebbi | 62 | 9 | | | | | | Mark R. Patterson | 64 | 9 | | | | | | Andrew P. Power | 45 | 2 | | | | | | Susan Swanezy | 66 | 1 | | | | |

  4. Directors

    = Board Chair = Committee Chair = Member Note: Committee membership as of the date of this Proxy Statement. On May 29, 2025, Ms. Swanezy will step down from the Audit Committee and will join the Talent and Compensation Committee.

  5. Directors

    | 2025 Proxy Statement | 7 |

  6. Directors

    The following charts show the composition of our director nominees.

  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 36. |

  8. Directors

    | 2025 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 perspectives.

  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, Andrew P. Power, Mary Hogan Preusse 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

    | 2025 Proxy Statement | 22 |

  13. Nominees for Election for a One-Year Term Expiring at the 2026 Annual Meeting

    Nominees for Election for a One-Year Term Expiring at the 2026 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: 56 Director since: 2017 Board Chair since: August 2022 Committees: • Talent and 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 discussions 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 executive compensation committee. • Realty Income (NYSE): Member of the board of directors and the 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 the audit committee. |

  16. Election of Directors

    | 2025 Proxy Statement | 23 |

  17. Election of Directors

    | Andrew P. Power Age: 45 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. • Member of the executive board of the National Association of Real Estate Investment Trusts (Nareit) and the Real Estate Roundtable board of directors. Other Current Public Company Boards: • Americold Realty Trust (NYSE): Member of the board of directors since 2018, and a member of the audit committee and the investment committee. |

  18. Election of Directors

    | 2025 Proxy Statement | 24 |

  19. Election of Directors

    | VeraLinn “Dash” Jamieson Age: 64 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, as well as 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

    | 2025 Proxy Statement | 25 |

  21. Election of Directors

    | Kevin J. Kennedy Age: 69 Director since: 2013 Committees: • Talent and 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, from February 2023 to June 2024. • Chief Executive Officer of Quanergy Systems, Inc. (NYSE), a provider of LiDAR sensors and perception software solutions, from February 2022 to December 2022. In December 2022, Quanergy Systems, Inc. filed a Chapter 11 restructuring plan with the U.S. Bankruptcy Court for the District of Delaware. • 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 the board of directors since May 2007 and member of the audit committee and the nominating and governance committee. • UL Solutions, Inc. (NYSE): Member of the board of directors since February 2020 and chair of the human capital and compensation committee and member of the audit committee since February 2023. UL Solutions began trading on the NYSE on April 12, 2024, and was previously a privately held company. |

  22. Election of Directors

    | 2025 Proxy Statement | 26 |

  23. Election of Directors

    | William G. LaPerch Age: 69 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

    | 2025 Proxy Statement | 27 |

  25. Election of Directors

    | Jean F.H.P. Mandeville Age: 65 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 combination agreement between the Company and InterXion Holding N.V., which closed in March 2020. 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. | | Afshin Mohebbi Age: 62 Director since: 2016 Committees: • Audit Committee (Chair) • Talent and 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. |

  26. Election of Directors

    | 2025 Proxy Statement | 28 |

  27. Election of Directors

    | Mark R. Patterson Age: 64 Director since: 2016 Committees: • Talent and 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, Energy Impact Partners and Rockefeller Capital Management. • President of MRP Realty Advisors, LLC. • 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 Global Head of Real Estate Investment Banking at Citigroup • 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 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 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. |

  28. Election of Directors

    | 2025 Proxy Statement | 29 |

  29. Election of Directors

    | Susan Swanezy Age: 66 Director since: April 2024 Committees: • Audit Committee | 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: • 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, from 2010 to March 2024. • Managing Director, Head of Distribution for Credit Suisse Group AG’s Real Estate Investments Group. • 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 member of the compensation committee | | The Board unanimously recommends a vote FOR each director nominee | |

  30. Election of Directors

    | 2025 Proxy Statement | 30 |

  31. 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:

  32. 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. |

  33. 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.

  34. Qualifications of Director Nominees

    | 2025 Proxy Statement | 35 |

  35. 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.

  36. Director Qualifications and Experience

    | Skill/Qualification | | | | | | | | | | | Accounting/Financial Literacy | | | | | | | | | | | Corporate Governance | | | | | | | | | | | Executive Leadership | | | | | | | | | | | Financial/Capital Markets | | | | | | | | | | | International Experience | | | | | | | | | | | Real Estate Investment | | | | | | | | | | | Risk Management | | | | | | | | | | | Sales/Marketing | | | | | | | | | | | Strategy | | | | | | | | | | | Technology Experience | | | | | | | | | | | Veteran | | | | | | | | | |

  37. 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 experience in these various areas. The Committee considers the mix of skills and experiences of the Board in identifying director nominees, as well as professional background, areas of expertise and industries.

  38. 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 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 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.” 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.

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

    | 2025 Proxy Statement | 36 |

  40. 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., 2323 Bryan Street, Suite 1800, Dallas, TX 75201. Recommendations for director nominees to be considered at the 2026 Annual Meeting must be received in writing not later than 5:00 p.m., Central Time, on December 27, 2025 and not earlier than November 27, 2025. In the event that the date of the 2026 Annual Meeting is advanced or delayed by more than 30 days from the first anniversary of the date of the 2025 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 applicable law.

  41. Performance Highlights

    Performance Highlights For an overview of accomplishments in the year ended December 31, 2024, including financial and performance highlights, please see the “2024 Financial Highlights” on page 18. As a result of these performance results and taking into account achievement levels of the goals for 2024 as discussed further below, our named executive officers earned annual incentive bonuses of 158% (or, for Mr. Power, 159%) of their respective target bonuses for 2024. In addition, the Company’s total return to stockholders has outperformed the MSCI US REIT Index (RMS) for two out of the last three years, as 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, 2024 were earned at maximum (i.e., 200% of target).

  42. 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 2024, as approved by the Talent and 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 and individual performance. | | • | The Talent and 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 our named executive officers 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, 2024 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 2024, Semler Brossy was retained directly by and reported to the Talent and Compensation Committee. Semler Brossy had no prior relationship with any of our named executive officers. | | • | In 2024, base salaries represented 6% to 16% 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 Talent and Compensation Committee established financial, revenue and individual goals for each named executive officer for 2024. | | • | In accordance with SEC and NYSE rules, the Company maintains an executive compensation clawback policy 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. |

  43. Objectives of Our Executive Compensation Program

    | • | Attract and retain individuals with superior ability, managerial talent and leadership capability; | | • | Ensure that named 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 named executive officers’ incentive to increase our stock price and maximize stockholder value over the long term, as well as promote retention of named executive officers, by providing a portion of total compensation opportunities in the form of direct ownership in our Company through equity awards, including awards of PIUs and RSUs. |

  44. Competitive Market Data and Compensation Consultant

    Competitive Market Data and Compensation Consultant Every year, the Talent and Compensation Committee reviews the salaries, annual incentive bonuses and long-term incentive compensation of our named executive officers. For the year ended December 31, 2024, in conducting this review, the Talent and Compensation Committee retained the services of Semler Brossy as the Talent and 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.

  45. Competitive Market Data and Compensation Consultant

    | 2025 Proxy Statement | 49 |

  46. Peer Group Review

    Peer Group Review The Talent and Compensation Committee reviews on an annual basis total cash and long-term compensation levels of our named executive officers against those of our peer group companies 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 Talent and 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 Talent and Compensation Committee sets compensation levels for each named executive officer based on several factors, including the named executive officer’s level of experience and tenure with the Company, competitive market data applicable to the named executive officer’s position and functional responsibilities, promoting retention, the performance of the named executive officer and our Company’s annual and long-term performance. In developing a peer group for the Company in 2024, the Talent and Compensation Committee, with advice from Semler Brossy, considered 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. The peer group was structured to include publicly-traded REITs, as well as 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 Talent and Compensation Committee also considered qualitative factors to determine the peer group (e.g. peer group overlap and organizational complexity and focus). Accordingly, the majority of our peer group for 2024 was 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. The peer group used to review 2024 base salaries, bonus targets and long-term equity awards, consisted of the following companies. This is the same peer group used in 2023, except for the addition of Splunk, Inc., which the Talent and Compensation Committee added as it met both our quantitative selection criteria and several identified business model criteria.

  47. 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 | Splunk, Inc. | SPLK(1) | | Equinix, Inc. | EQIX | Synopsys, Inc. | SNPS | | Equity Residential | EQR | Ventas, Inc. | VTR | | Fortinet, Inc. | FTNT | Welltower, Inc. | WELL | | | | Workday, Inc. | WDAY |

  48. Peer Group Review

    | (1) Acquired by Cisco Systems, Inc. in March 2024 and removed from our peer group upon its acquisition. |

  49. Peer Group Review

    We believe that the combination of eleven REIT peers and ten 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.

  50. Peer Group Review

    | 2025 Proxy Statement | 50 |

  51. Annual Base Salary

    Annual Base Salary We provide our named executive officers 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 2024 were determined based in part on the analysis by Semler Brossy of the compensation practices of companies in our peer group. The Talent and 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 2024 base salaries of our named executive officers were increased from fiscal year 2023 for Mr. Power and Mr. Mercier, based on market review and each named executive officer’s roles and responsibilities within our Company. The salaries paid in 2024 for all of our named executive officers are set forth under the heading “Summary Compensation Table.” The following table sets forth the 2024 and 2023 annual base salaries actually paid to each named executive officer (other than Ms. Lee, who was not a named executive officer during 2023).

  52. 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 named 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 Talent and Compensation Committee at the beginning of the applicable year are achieved. The Talent and 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. Named 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 2024 was established by our Talent and 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 Talent and Compensation Committee considers, among other factors, each named 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 2024, the threshold, target and maximum bonus amounts, expressed as a percentage of annual base salary, were as follows:

  53. Annual Incentive Compensation

    | Named Executive Officer | Threshold | Target | Maximum | | Andrew P. Power | 100% | 200% | 400% | | Matthew Mercier | 50% | 100% | 200% | | Jeannie Lee | 50% | 100% | 200% |

  54. Annual Incentive Compensation

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  55. Annual Incentive Compensation

    For 2024, based on the recommendations of management and a review of the Company’s business plan, the Talent and Compensation Committee established financial, revenue and individual goals for each named executive officer. The financial goals consisted of targets for Core FFO, Same Store Cash NOI growth and leverage and the revenue goals included ≤1MW and interconnection signings. Individual goals were categorized around the following corporate goals for 2024: data driven go-to-market, shifting to strategic partners, enhancing our customer value proposition, simplifying the ability to do business, accelerating product and inventory readiness and continuing 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. By adding to or subtracting from FFO (i) other non-core revenue adjustments, (ii) transaction and integration expenses, (iii) loss on debt extinguishment and modifications, (iv) gain on / issuance costs associated with redeemed preferred stock, (v) severance, equity acceleration and legal expenses, (vi) gain/loss on FX and derivative revaluation, and (vii) other non-core expense adjustments, Core 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. See Appendix 1 for definitions of Core FFO and FFO. Net operating income, or NOI, represents rental and other services revenue less rental property operating and maintenance expenses, property taxes and insurance expenses (as reflected in the consolidated income statement). 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. Same Store Cash NOI represents buildings owned as of December 31, 2022 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 2023-2024, 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). An overview of the structure of the annual incentive bonuses for our CEO and the other named executive officers is provided below:

  56. Annual Incentive Compensation

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

  57. Annual Incentive Compensation

    After careful consideration and with the input of the Talent and Compensation Committee’s independent compensation consultant, the Talent and 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 2024 financial outlook. When deciding on performance metrics, the Talent and Compensation Committee considered the Company’s 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 Talent and Compensation Committee considered the Company’s 2024 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.

  58. Annual Incentive Compensation

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  59. Annual Incentive Compensation

    For purposes of our 2024 annual incentive bonus program, the threshold, target and maximum levels of 2024 Core FFO established by the Talent and Compensation Committee were $6.58, $6.68 and $6.78 per share and unit, respectively. The threshold, target and maximum amounts were set by the Talent and Compensation Committee based on a number of factors, including expectations and assumptions related to leasing, financing, earnings growth, general economic conditions, real estate and technology fundamentals and other specific circumstances facing the Company. For the purpose of determining bonuses, the Talent and 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 2024 was $6.71 per share and unit, which was at the target Core FFO level. The weightings of the specific financial, revenue and individual goals for each named executive officer were established by the Talent and Compensation Committee based on the named executive officer’s areas of responsibility, as follows:

  60. Annual Incentive Compensation

    | Named Executive Officer | Core FFO Per Share | Same Store Cash NOI | Leverage | ≤1MW & Interconnection Signings | Individual Goals | | Andrew P. Power | 45% | 15% | 15% | 10% | 15% | | Matthew Mercier | 30% | 15% | 15% | 10% | 30% | | Jeannie Lee | 30% | 15% | 15% | 10% | 30% |

  61. 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 Talent and 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. Named executive officers do not make recommendations with respect to their own compensation. For 2024, the Talent and Compensation Committee determined that the Company (i) met the target level for the financial goal of Core FFO per share and unit, (ii) exceeded the maximum level for the financial goal of Same Store Cash 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 2024 performance-based annual incentive bonuses for our named executive officers represented 158% (or for Mr. Power, 159%) of their respective target bonuses. The following table sets forth for our named executive officers the 2024 bonus earned, the 2024 bonus earned as a percentage of the base salary paid, the 2024 bonus earned as a percentage of the target bonus amount and the 2024 bonus earned as a percentage of the maximum bonus amount:

  62. Annual Incentive Compensation

    | Named Executive Officer | 2024 Bonus | Percentage of 2024 Base Salary Paid(1) | Percentage of 2024 Target Bonus | Percentage of 2024 Maximum Bonus | | Andrew P. Power | $2,857,500 | 318% | 159% | 79% | | Matthew Mercier | 908,500 | 158% | 158% | 79% | | Jeannie Lee | 750,500 | 158% | 158% | 79% |

  63. Annual Incentive Compensation

    | (1) Reflects percentage of base salary actually paid in 2024. |

  64. Equity in Lieu of Annual Cash Bonuses

    Equity in Lieu of Annual Cash Bonuses The Talent and 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

  65. Equity in Lieu of Annual Cash Bonuses

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  66. Equity in Lieu of Annual Cash Bonuses

    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. All named executive officers elected to receive a percentage of their respective annual incentive bonuses for 2024 in unvested PIUs, in lieu of cash, as follows:

  67. 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% | 24,041(2) | | Matthew Mercier | 50% | 3,821(2) | | Jeannie Lee | 85% | 5,367(2) |

  68. Equity in Lieu of Annual Cash Bonuses

    | (1) The PIUs were granted to our named executive officers on March 14, 2025. | | (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 named executive officer’s continued service through the applicable vesting date. |

  69. Long-Term Incentive Compensation

    Long-Term Incentive Compensation We granted in 2024 long-term incentive awards to our named executive officers consisting of PIUs under our 2014 Plan. A core principle of our compensation philosophy is ensuring that a significant portion of the compensation paid to named executive officers should be closely aligned with our performance on both a short-term and long-term basis. While our annual incentive bonus program rewards positive short-term performance, equity participation in the form of long-term incentive awards creates a vital long-term partnership between named executive officers and stockholders. This approach encourages high performance, promotes accountability and ensures that the interests of the named executive officers aligns with the interests of our stockholders by linking a significant portion of executive compensation directly to total returns to stockholders. The Talent and Compensation Committee determines long-term incentive awards based on several factors, including the named executive officer’s total compensation package, roles and responsibilities within our Company, performance and significant accomplishments, company financial and operating performance and competitive market benchmarks applicable to each named executive officer’s position and functional responsibilities.

  70. 2024 Long-Term Incentive Awards

    2024 Long-Term Incentive Awards The Talent and Compensation Committee believes that long-term incentive awards are a key tool for retaining executives, including our named executive officers, enhancing performance and ensuring alignment between the interests of our named executive officers and the long-term interests of our stockholders. PIUs may be issued to eligible participants, including our named executive officers, for the performance of services to or for the benefit of our Operating Partnership. In 2024, we awarded long-term incentives to all named executive officers, consisting of both time-vesting PIUs and performance-vesting Class D Units.

  71. 2024 Long-Term Incentive Awards

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  72. 2024 Long-Term Incentive Awards

    Our annual 2024 long-term incentive program aims to align the interests between our executives, including our named executive officers, and our stockholders. Additional details of our annual long-term equity incentive program are set forth below:

  73. 2024 Long-Term Incentive Awards

    | Feature | 2024 Long-Term Equity Incentive Program | | Award Composition: | A mixture of performance-based and time-based awards were granted to our named executive officers in 2024 as follows: • President & CEO: 60% performance-based + 40% time-based • All other named executive officers: 50% performance-based + 50% time-based | | Performance Period: | Three years | | Performance Criteria: | All named executive officers: Performance-based awards were granted equally (50% each) between two types of performance criteria: • Total stockholder return over the performance period measured relative to the MSCI US REIT Index (RMS) • Average Same Store Cash NOI growth over the performance period | | Vesting of target base units based on satisfaction of performance condition: | • Less than threshold: 0% • At threshold: 50% • At target: 100% • At maximum: 200% | | 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 |

  74. 2024 Long-Term Incentive Awards

    Vesting of our performance-based long-term incentive awards is illustrated below: The PIUs (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.

  75. Performance-Based Long-Term Incentive Awards

    Performance-Based Long-Term Incentive Awards In 2024, the Talent and Compensation Committee granted two performance-based long-term incentive awards to each of our named executive officers, consisting of Class D Units. Our named executive officers’ 2024 equity awards are set forth below in the “Grants of Plan-Based Awards” table.

  76. 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 named 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, 2024 and ending on December 31, 2026 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.

  77. Relative Total Stockholder Return Awards

    | | Below Threshold | Threshold | Target | Maximum | | MSCI Index Relative Performance | < -500 bps | -500 bps | 0 bps | +500 bps | | Performance Vesting Percentage | 0% | 50% | 100% | 200% |

  78. Relative Total Stockholder Return Awards

    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 “maximum” levels for the performance-based awards to be in line with the “threshold,” “target” and “maximum” performance thresholds used by our peer group companies, as recommended by our compensation consultant.

  79. 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) that have become performance-vested. Following the completion of the Performance Period, any Class D units that have become performance vested will vest as follows, subject to the named executive officer’s continued service through each applicable vesting date: 50% on February 27, 2027 and 50% on February 27, 2028. DEUs will vest in full as of the completion of the Performance Period and will not be subject to additional time vesting requirements.

  80. Impact of a Change in Control and a Termination of Service

    Impact of a Change in Control and a Termination of Service For a description of the treatment of the awards upon certain qualifying terminations of service or upon a change in control of the Company, please see “Potential Payments upon Termination or Change in Control” below.

  81. Time-Based Long-Term Incentive Awards

    Time-Based Long-Term Incentive Awards In 2024, the Talent and Compensation Committee granted awards of time-based long-term incentive awards to all of our named executive officers consisting of PIUs. Our named executive officers’ 2024 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. For a description of the treatment of the time-based long-term incentive awards upon certain qualifying terminations of service or upon a change in control of the Company, please see “Potential Payments upon Termination or Change in Control” below.

  82. Time-Based Long-Term Incentive Awards

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  83. 2022 Performance Award Results

    2022 Performance Award Results The performance condition for the performance-based Class D Unit awards granted to each of our named executive officers in 2022, which were eligible to performance-vest based on the Company’s MSCI Index Relative Performance for the three-year performance period ended December 31, 2024, achieved above the “maximum” level of performance (i.e., 200% of target). The Class D Units that satisfied the performance condition are subject to an additional time-vesting condition as follows, subject to the named executive officer’s continued service through the applicable vesting date: 50% vested on February 27, 2025 and 50% will vest on February 27, 2026. The performance condition for the Core FFO awards granted to each of our named executive officers in 2022, which were eligible to performance-vest based on the Company’s Core FFO for the three-year performance period ended December 31, 2024, achieved below the “threshold” level of performance (i.e., 0% of target). Class D units subject to these performance-based long-term incentive awards did not meet the performance condition and were, therefore, automatically forfeited upon the end of the performance period in their entirety.

  84. Severance and Change in Control Benefits

    Severance and Change in Control Benefits In 2024, we were party to an employment agreement with Mr. Power and Executive Severance Agreements (Severance Agreements) with Mr. Mercier and Ms. Lee. The employment agreement and Severance Agreements include severance and change in control benefits, among other things. 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 below under the caption “Potential Payments upon Termination or Change in Control.” 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.

  85. Equity Grant Practices

    Equity Grant Practices We do not grant equity awards in anticipation of material, nonpublic information or time the release of material, non-public information based on equity award grants, vesting events or sale events. We have not granted new awards of stock options, stock appreciation rights or similar option-like arrangements since 2007 and currently have no plans to do so. During 2024, we did not grant equity awards to our named executive officers during the four business days prior to or one business day following our periodic reports or following the filing or furnishing of a Current Report on Form 8-K that disclosed material nonpublic information. We did not time the disclosure of material nonpublic information for the purpose of affecting the value of long-term incentive grants to our named executive officers in 2024.

  86. 2025 Salary and Bonus Levels

    2025 Salary and Bonus Levels

  87. 2025 Salary and Bonus Levels

    | | Annual Bonus as a % of 2025 Salary | | | | | Name | 2025 Salary | Threshold | Target | Maximum | | Andrew P. Power | $1,000,000 | 100% | 200% | 400% | | Matthew Mercier | 600,000 | 50% | 100% | 200% | | Jeannie Lee | 500,000 | 50% | 100% | 200% |

  88. 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, 2024, 2023 and 2022 (other than for Mr. Mercier, who was not a named executive officer in 2022, and Ms. Lee, who was not a named executive officer in 2023 and 2022).

  89. Summary Compensation Table

    | (a) | (b) | (c) | (d) | (e) | (f) | (g) | (h) | | Name and Principal Position | Year | Salary ($)(1) | Bonus ($) | Stock Awards ($)(2) | Non-Equity Incentive Plan Compensation ($)(3) | All Other Compensation ($)(4) | Total ($) | | Andrew P. Power President & Chief Executive Officer | 2024 | 879,231 | | 11,214,278 | 2,857,500 | 1,303,105 | 16,254,113 | | | 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 | | Matthew Mercier Chief Financial Officer | 2024 | 549,038 | | 2,363,356 | 908,500 | 112,249 | 3,933,143 | | | 2023 | 444,519 | — | 1,499,823 | 486,563 | 73,131 | 2,504,036 | | Jeannie Lee Executive Vice President, General Counsel and Secretary | 2024 | 464,615 | | 1,759,343 | 750,500 | 180,772 | 3,155,230 |

  90. 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. | | (2) 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 2024, refer to Note 16 to the Company’s and Operating Partnership’s consolidated financial statements for the fiscal year ended December 31, 2024, included in the Company’s and Operating Partnership’s Annual Report on Form 10-K for the year ended December 31, 2024. The amounts shown in this column (e) for 2024 for Messrs. Power and Mercier and Ms. Lee also include the incremental value (25% premium) associated with their elections to receive 100%, 50% and 85%, respectively, of their 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 2024 also include the grant date fair value of the performance-based long-term incentive awards granted in January 2024 (i) 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 simulation model and (ii) 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—2024 Long-Term Incentive Awards.” The table below provides the estimated values of the annual 2024 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: |

  91. 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) | 1,987,500 | $3,975,000 | $7,950,000 | | | Financial-based (NOI) | 1,987,500 | $3,975,000 | $7,950,000 | | Matthew Mercier | Market-based (TSR) | 487,500 | $975,000 | $1,950,000 | | | Financial-based (NOI) | 487,500 | $975,000 | $1,950,000 | | Jeannie Lee | Market-based (TSR) | 240,625 | $481,250 | $962,500 | | | Financial-based (NOI) | 240,625 | $481,250 | $962,500 |

  92. Summary Compensation Table

    | (a) Reflects value of base units for awards of Class D Units. | | (3) 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 2024. Messrs. Power and Mercier and Ms. Lee elected to receive 100%, 50% and 85%, respectively, of their annual incentive bonus for 2024 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). | | (4) The following table sets forth the amount of each other item of compensation paid to, or on behalf of, our named executive officers in 2024 included in the “All Other Compensation” column: |

  93. Summary Compensation Table

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  94. Summary Compensation Table

    | Name | Insurance Premiums(a) ($) | Distributions/ Dividend Equivalents/ DEUs(b) ($) | Retirement Match(c) ($) | Financial and Tax Planning(d) ($) | Other(e) ($) | Total ($) | | Andrew P. Power | 540 | 728,908 | 13,800 | 17,000 | 542,857 | 1,303,105 | | Matthew Mercier | 530 | 96,420 | 13,800 | - | 1,500 | 112,249 | | Jeannie Lee | 503 | 140,470 | 13,800 | 17,000 | 9,000 | 180,772 |

  95. 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, the value of the DEUs that vested with respect to performance-vested Class D Units for the performance period ended December 31, 2024 (using the closing price of our Common Stock on December 31, 2024 ($177.33 per share)), paid in the form of PIUs. | | (c) Includes 401(k) matching funds. | | (d) Financial and tax planning benefits offered to named executive officers. | | (e) 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 $534,057 in relocation reimbursements provided for his relocation to the Company headquarters. For Ms. Lee, this includes $7,500 in executive advisory services. |

  96. Summary Compensation Table

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  97. Summary Compensation Table

    Grants of Plan-Based Awards The following table provides information concerning payouts under plan-based awards granted, earned or awarded during 2024 to each of our named executive officers.

  98. Summary Compensation Table

    | | | 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 | | 900,000 | 1,800,000(5) | 3,600,000 | — | — | — | — | — | | | 1/1/2024 | — | — | — | — | — | — | 31,208 | 4,199,973 | | | 1/1/2024 | — | — | — | 9,936 | 19,871 | 39,742 | — | 3,149,951 | | | 1/1/2024 | — | — | — | 11,703 | 23,406 | 46,812 | — | 2,549,950 | | | —(6) | — | — | — | — | — | — | 4,808 | 714,375 | | Matthew Mercier Chief Financial Officer | | 287,000 | 575,000(5) | 1,150,000 | — | — | — | — | — | | | 1/1/2024 | — | — | — | — | — | — | 8,359 | 1,124,954 | | | 1/1/2024 | — | — | — | 1,774 | 3,548 | 7,096 | — | 562,429 | | | 1/1/2024 | — | — | — | 2,090 | 4,179 | 8,358 | — | 562,410 | | | —(6) | — | — | — | — | — | — | 764 | 113,563 | | Jeannie Lee Executive Vice President, General Counsel and Secretary | | 237,500 | 475,000(5) | 950,000 | — | — | — | — | — | | | 1/1/2024 | — | — | — | — | — | — | 5,944 | 799,944 | | | 1/1/2024 | — | — | — | 1,262 | 2,523 | 5,046 | — | 399,946 | | | 1/1/2024 | — | — | — | 1,486 | 2,972 | 5,944 | — | 399,972 | | | —(6) | — | — | — | — | — | — | 1,073 | 159,481 |

  99. Summary Compensation Table

    | (1) Represents annual incentive bonus awards at the threshold, target and maximum amounts based on 2024 base salaries. See the “Non-Equity Incentive Plan Compensation” column in the “Summary Compensation Table” for actual 2024 bonuses earned based on 2024 performance and which were paid in 2025. | | (2) Represents performance-based Class D Units for our named executive officers awarded in 2024. 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. These amounts exclude DEUs which vest upon the conclusion of the applicable performance period. For more information on 2024 long-term incentive awards, see “Executive Compensation—Compensation Discussion and Analysis—Elements of Compensation—Long-Term Incentive Compensation—2024 Long-Term Incentive Awards.” | | (3) Represents time-based long-term incentive awards, consisting of PIUs for our named executive officers awarded in 2024, including, for Messrs. Power, and Mercier and Ms. Lee, the number of incremental unvested PIUs granted in March 2025 in connection with Messrs. Power and Mercier and Ms. Lee electing to receive 100%, 50% and 85%, respectively, of their 2024 annual incentive bonuses in the form of unvested PIUs (in each case, with a 25% premium value) under the Equity Election Program. For more information on the 2024 long-term incentive awards, see “Executive Compensation—Compensation Discussion and Analysis—Elements of Compensation—Long-Term Incentive Compensation—2024 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 2024 and the incremental value of unvested PIUs received in connection with Messrs. Power and Mercier and Ms. Lee electing to receive 100%, 50% and 85%, respectively, of their 2024 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, 2024, included in the Company’s and the Operating Partnership’s Annual Report on Form 10-K for the year ended December 31, 2024. The amounts shown include the grant date fair value of performance-based long-term incentive awards (i) granted in January 2024 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 simulation model and calculated in accordance with ASC Topic 718, and (ii) granted January 2024 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—2024 Long-Term Incentive Awards.” | | (5) Represents target annual incentive bonus awards under our annual incentive program for 2024. Actual annual incentive bonus awards are based on 2024 base salary actually paid. | | (6) Represents the incremental number of unvested PIUs for Messrs. Power and Mercier and Ms. Lee granted in March 2025 in connection with Messrs. Power and Mercier and Ms. Lee electing to receive 100%, 50% and 85%, respectively, of their 2024 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”. |

  100. Summary Compensation Table

    | 2025 Proxy Statement | 62 |

  101. 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, 2024. 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.

  102. 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 President & Chief Executive Officer | 1/1/2021(4) | 4,371 | 775,109 | — | — | | | 1/1/2021(5) | 1,344 | 238,332 | — | — | | | 2/25/2021(4) | 1,824 | 323,450 | — | — | | | 2/25/2021(5) | 465 | 82,458 | — | — | | | 1/1/2022(6) | 14,306 | 2,536,883 | — | — | | | 1/1/2022(7) | 4,236 | 751,170 | — | — | | | 3/4/2022(8) | — | — | — | — | | | 1/1/2023(9) | — | — | 42,414 | 7,521,275 | | | 1/1/2023(10) | 25,431 | 4,509,679 | — | — | | | 2/22/2023(11) | 5,903 | 1,046,779 | — | — | | | 4/8/2023(12) | — | — | 56,086 | 9.945,730 | | | 1/1/2024(13) | 31,208 | 5,534,115 | — | — | | | 1/1/2024(14) | — | — | 39,742 | 7,047,449 | | | 1/1/2024(15) | — | — | 46,812 | 8,301,172 | | | 3/15/2024(16) | 16,062 | 2,848,274 | — | — | | Matthew Mercier | 1/1/2021(4) | 391 | 69,336 | — | — | | Chief Financial Officer | 3/10/2021(17) | 2 | 355 | — | — | | | 3/10/2021(5) | 16 | 2,837 | — | — | | | 1/1/2022(6) | 1,144 | 202,866 | — | — | | | 1/1/2022(18) | 228 | 40,431 | — | — | | | 2/27/2022(19) | 60 | 10,640 | — | — | | | 3/4/2022(8) | — | — | — | — | | | 1/1/2023(9) | — | — | 6,236 | 1,105,830 | | | 1/1/2023(10) | 5,083 | 901,368 | — | — | | | 4/8/2023(12) | | | 8,248 | 1,462,618 | | | 1/1/2024(13) | 8,359 | 1,482,301 | — | — | | | 1/1/2024(14) | — | — | 7,096 | 1,258,334 | | | 1/1/2024(15) | — | — | 8,358 | 1,482,124 |

  103. Outstanding Equity Awards at Fiscal Year-End

    | 2025 Proxy Statement | 65 |

  104. 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) | | Jeannie Lee | 1/1/2021(4) | 352 | 62,420 | — | — | | Executive Vice President, General Counsel and Secretary | 2/25/2021(4) | 48 | 8,512 | — | — | | | 2/25/2021(17) | 5 | 887 | — | — | | | 1/1/2022(6) | 2,864 | 507,873 | — | — | | | 1/1/2022(7) | 1,131 | 200,560 | — | — | | | 3/4/2022(8) | — | — | — | — | | | 1/1/2023(9) | — | — | 4,158 | 737,338 | | | 1/1/2023(10) | 3,739 | 663,037 | — | — | | | 2/22/2023(11) | 2,264 | 401,475 | — | — | | | 4/8/2023(12) | — | — | 5,498 | 974,960 | | | 1/1/2024(13) | 5,944 | 1,054,050 | — | — | | | 1/1/2024(14) | — | — | 5,046 | 894,807 | | | 1/1/2024(15) | — | — | 5,944 | 1,054,050 | | | 3/15/2024(16) | 4,077 | 722,974 | — | — |

  105. 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 31, 2024 (the last trading day of our last completed fiscal year) of $177.33 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—2024 Long-Term Incentive Awards”. | | (4) Performance-based long-term incentive awards (consisting of Class D Units (for Messrs. Power and Mercier) and RSUs (for Ms. Lee)) 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 on February 27, 2025 (50%). | | (5) Time-based long-term incentive awards (consisting of PIUs (for Messrs. Power and Mercier) and RSUs (for Ms. Lee)) that vested on February 27, 2022 (25%), February 27, 2023 (25%), February 27, 2024 (25%) and February 27, 2025 (25%). | | (6) Performance-based long-term incentive awards 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, 2022 to December 31, 2024. Performance-based long-term incentive awards that satisfied the performance condition vested on February 27, 2025 (50%) and will vest on February 27, 2026 (50%), subject to the executive officer’s continued service through the applicable vesting date. | | (7) Time-based long-term incentive awards of PIUs that vested on February 27, 2023 (25%), February 27, 2024 (25%) and February 27, 2025 (25%) and will vest on February 27, 2026 (25%), subject to the executive officer’s continued service through the applicable vesting date. | | (8) Performance-based long-term incentive awards of Class D Units that performance-vested based on the growth in Core FFO during the performance period from January 1, 2022 to December 31, 2024. Class D Units subject to these performance-based long-term incentive awards did not meet the performance condition and, accordingly, were cancelled and forfeited in their entirety. | | (9) Performance-based long-term incentive awards of Class D Units 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. | | (10) Time-based long-term incentive awards of PIUs that vested on February 27, 2024 (25%) and February 27, 2025 (25%) and will vest in equal amounts (25%) on each of February 27, 2026 and February 27, 2027, subject to the executive officer’s continued service through the applicable vesting date. | | (11) Time-based long-term incentive awards of PIUs that vested on February 27, 2024 (50%) and 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. | | (12) Performance-based long-term incentive awards of Class D Units that vest based on the growth in Same Store Cash 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. | | (13) Time-based long-term incentive awards of PIUs that vested on February 27, 2024 (25%) and February 27, 2025 (25%) and will vest in equal amounts (25%) on each of February 27, 2026 and February 27, 2027, subject to the executive officer’s continued service through the applicable vesting date. |

  106. Outstanding Equity Awards at Fiscal Year-End

    | 2025 Proxy Statement | 66 |

  107. Outstanding Equity Awards at Fiscal Year-End

    | (14) Performance-based long-term incentive awards of Class D Units that vest based on the Company’s performance relative to the MSCI US REIT Index during the performance period from January 1, 2024 to December 31, 2026. Performance-based long-term incentive awards that satisfy the performance condition will vest on February 27, 2027 (50%) and February 27, 2028 (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. | | (15) Performance-based long-term incentive awards of Class D Units that vest based on the growth in Same Store Cash NOI during the performance period from January 1, 2024 to December 31, 2026. Performance-based long-term incentive awards that satisfy the performance condition will vest on February 27, 2027 (50%) and February 27, 2028 (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. | | (16) Time-based long-term incentive awards of PIUs that vested on February 27, 2025 (50%) and will vest on February 27, 2026 (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 2023 annual incentive bonus in the form of unvested PIUs (with a 25% premium value), in lieu of cash, under the Equity Election Program. | | (17) Time-based long-term incentive awards consisting of PIUs (for Mr. Mercier) and RSUs (for Ms. Lee) that vest in equal quarterly installments beginning on June 10, 2021 (for Mr. Mercier) and May 25, 2021 (for Ms. Lee), subject to the executive officer’s continued service through the applicable vesting date. | | (18) Time-based long-term incentive awards of PIUs that vest in equal quarterly installments beginning on April 1, 2022, subject to Mr. Mercier’s continued service through the applicable vesting date. | | (19) Time-based long-term incentive awards of PIUs that vest in equal quarterly installments beginning on May 27, 2022, subject to Mr. Mercier’s continued service through the applicable vesting date. |

  108. Outstanding Equity Awards at Fiscal Year-End

    Each of Messrs. Power and Mercier and Ms. Lee elected to receive 100%, 50% and 85%, respectively, of his or her annual incentive bonus for 2024 in the form of unvested PIUs (with a 25% premium value). Such PIUs were not granted until March 2025 after their final 2024 annual incentive bonus amounts were determined and are, therefore, not reflected in the table above.

  109. Outstanding Equity Awards at Fiscal Year-End

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  110. 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 2024, and the value realized by our named executive officers on vesting.

  111. Option Exercises and Stock Vested

    | | Stock Awards | | | Name | Number of Shares Acquired on Vesting (#) | Value Realized on Vesting ($)(1) | | Andrew P. Power | 39,965 | 5,710,170 | | President & Chief Executive Officer | | | | Matthew Mercier | 3,404 | 496,486 | | Chief Financial Officer | | | | Jeannie Lee | 6,430 | 923,216 | | Executive Vice President, General Counsel and Secretary | | |

  112. Option Exercises and Stock Vested

    | (1) Value realized on vesting of long-term incentive units is calculated based on the per share closing market price of our Common Stock on the vesting dates of such units, assuming those units were exchanged for Common Stock and sold on that date. |

  113. Option Exercises and Stock Vested

    | 2025 Proxy Statement | 68 |

  114. 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 as of December 31, 2024.

  115. Estimated Potential Payments

    Estimated Potential Payments The following table sets forth estimates of the payments that would be made to our named executive officers 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, 2024. 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.

  116. 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 | $7,200,000 | $4,500,000 | $9,900,000 | $— | $— | | Unvested PIUs(8) | 8,925,226 | 59,837,349 | 59,837,349 | 47,613,602 | — | | Health Insurance | 32,950 | — | 32,950 | — | — | | Matthew Mercier Chief Financial Officer(7) | | | | | | | Severance Payment | $1,725,000 | $1,725,000 | $2,875,000 | $— | $— | | Unvested PIUs(8) | 1,044,045 | 9,703,852 | 9,703,852 | 7,455,393 | — | | Health Insurance | 21,697 | — | 21,967 | — | — | | Jeannie Lee Executive Vice President, General Counsel and Secretary(7) | | | | | | | Severance Payment | $1,425,000 | $1,425,000 | $2,375,000 | $— | $— | | Unvested PIUs(8) | 1,614,191 | 8,515,387 | 8,515,387 | 6,075,680 | — | | Health Insurance | 21,697 | — | 21,967 | — | — |

  117. 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, 2024 for each such award and (b) prorated for the portion of the three-year performance period completed as of December 31, 2024. For unvested time-based equity awards, includes the portion of the award that would have become vested in the 12 months after December 31, 2024. 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 Mr. Mercier and Ms. Lee, 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 $6,253,365 for Mr. Mercier and $6,136,150 for Ms. Lee. | | (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, 2024 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 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, 2024 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 the Employment Agreement or the Severance Agreements, as applicable, as of December 31, 2024. 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 Agreement and the Severance Agreements provide 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 named executive officer. | | (8) The treatment of unvested equity awards is set forth in the Employment Agreement, the Severance Agreements or in the applicable equity award agreements, as applicable, with our named executive officers. |

  118. Estimated Potential Payments

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  119. 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, 2024. 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, 2024, our last completed fiscal year:

  120. CEO Pay Ratio

    | • | the annual total compensation of the employee who represented our median compensated employee (excluding, from such determination, our CEO) was $113,385; and | | • | the annual total compensation of our CEO, as reported in the Summary Compensation Table above, was $16,254,113. |

  121. CEO Pay Ratio

    Based on this information, for 2024, the annual total compensation of our CEO was approximately 143 times the annual total compensation of our median employee (excluding, from such determination, our CEO).

  122. 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 Talent and Compensation Committee did not consider the pay versus performance disclosure below in making its pay decisions for any of the years shown.

  123. Pay Versus Performance Disclosure

    | | Summary | Summary | Compensation | Compensation | Average Summary Compensation | Average Compensation | Value of Initial Fixed $100 Investment based on:(4) | | | | | Year | Compensation Table Total for Former PEO(1) ($) | Compensation Table Total for Current PEO(1) ($) | Actually Paid to Former PEO(1)(2)(3) ($) | Actually Paid to Current PEO(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) ($) | | 2024 | — | 16,254,113 | — | 28,035,729 | 3,544,187 | 5,679,475 | 176.74 | 123.47 | 588,327 | 6.71 | | 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 |

  124. Pay Versus Performance Disclosure

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

  125. Pay Versus Performance Disclosure

    | 2020 | 2021 | 2022 | 2023 | 2024 | | Andrew P. Power | Andrew P. Power | Gregory Wright | Matthew Mercier | Matthew Mercier | | Gregory S. Wright | Gregory S. Wright | Corey J. Dyer | Gregory S. Wright | Jeannie Lee | | Erich J. Sanchack | Corey J. Dyer | Christopher Sharp | Corey J. Dyer | | | Christopher Sharp | David C. Ruberg | | Christopher Sharp | | | | | | Cindy Fiedelman | |

  126. 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 NEOs. These amounts reflect the Summary Compensation Table Total with certain adjustments as described in footnote 3 below. |

  127. Pay Versus Performance Disclosure

    | (3) Compensation Actually Paid reflects the exclusions and inclusions of certain amounts for the Current PEO 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 set forth in the Summary Compensation Table for the Current PEO and the average for the non-PEO NEOs. |

  128. Pay Versus Performance Disclosure

    | Year | Summary Compensation Table Total for Current PEO ($) | Exclusion of Stock Awards for Current PEO ($) | Inclusion of Equity Values for Current PEO ($) | Compensation Actually Paid to Current PEO ($) | | 2024 | 16,254,113 | (11,214,278) | 22,995,894 | 28,035,729 | | Year | Average Summary Compensation Table Total for Non-PEO NEOs ($) | Average Exclusion of Stock Awards for Non-PEO NEOs ($) | Average Inclusion of Equity Values for Non-PEO NEOs ($) | Average Compensation Actually Paid to Non-PEO NEOs ($) | | 2024 | 3,544,187 | (2,061,349) | 4,196,637 | 5,679,475 |

  129. Pay Versus Performance Disclosure

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  130. 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:

  131. 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 Current PEO ($) | Change in Fair Value from Last Day of Prior Year to Last Day of Year of Unvested Equity Awards for Current PEO ($) | Vesting-Date Fair Value of Equity Awards Granted During Year that Vested During Year for Current PEO ($) | Change in Fair Value from Last Day of Prior Year to Vesting Date of Unvested Equity Awards that Vested During Year for Current PEO ($) | Fair Value at Last Day of Prior Year of Equity Awards Forfeited During Year for Current PEO ($) | Value of Dividends or Other Earnings Paid on Equity Awards Not Otherwise Included for Current PEO ($) | Total - Inclusion of Equity Values for Current PEO ($) | | 2024 | 15,936,379 | 6,287,651 | — | 771,864 | — | — | 22,995,894 | | Year | Average Year-End Fair Value of Equity Awards Granted During Year That Remained Unvested as of Last Day of Year for Non-PEO NEOs ($) | 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 ($) | Total - Average Inclusion of Equity Values for Non-PEO NEOs ($) | | 2024 | 3,228,055 | 843,199 | 60,781 | 64,602 | — | — | 4,196,637 |

  132. 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 Annual Report on Form 10-K for the year ended December 31, 2024. 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. Historical stock performance is not necessarily indicative of future stock performance. |

  133. Pay Versus Performance Disclosure

    | (5) We determined Core FFO per share and unit (“Core FFO Per Share”) to be the most important financial performance measure used to link Company performance to Compensation Actually Paid to our Current PEO and Non-PEO NEOs in 2024. Core FFO Per Share 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 Per Share is a non-GAAP metric. A reconciliation of net income to FFO and FFO to Core FFO Per Share is available in Appendix 1 of this Proxy Statement. |

  134. Pay Versus Performance Disclosure

    | 2025 Proxy Statement | 76 |

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

    Relationship Between PEO and Non-PEO NEO Compensation Actually Paid and Total Shareholder Return (“TSR”) and Cumulative TSR comparison 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 the Company’s cumulative TSR over the five most recently completed fiscal years. The chart also compares the Company’s TSR to that of the MSCI US REIT Index over the same period.

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

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

  137. 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 five most recently completed fiscal years.

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

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

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

    | 2025 Proxy Statement | 77 |

  140. 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 Per Share during the five most recently completed fiscal years. Core FFO Per Share is a non-GAAP metric. A reconciliation of net income to FFO and FFO to Core FFO Per Share is available in Appendix 1 of this Proxy Statement.

  141. 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

  142. 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.

  143. Other

    | Name | Fees Earned or Paid in Cash ($)(1) | Stock Awards ($)(2)(3) | Total ($) | | Mary Hogan Preusse | 150,000 | 329,873 | 479,873 | | VeraLinn Jamieson | 99,603(4) | 229,916 | 329,519 | | Kevin J. Kennedy | 130,000 | 229,916 | 359,916 | | William G. LaPerch | 129,613(4) | 229,916 | 359,529 | | Jean F.H.P. Mandeville | 105,000 | 229,916 | 334,916 | | Afshin Mohebbi | 135,000 | 229,916 | 364,916 | | Mark R. Patterson | 115,000 | 229,916 | 344,916 | | Susan Swanezy(5) | 66,548 | 261,040 | 327,588 |

  144. ARTICLE VIII. General Provisions

    | 8.15 | Section 409A. Neither the Plan nor any Option granted hereunder is intended to constitute or provide for “nonqualified deferred compensation” within the meaning of Section 409A of the Code and the Department of Treasury regulations and other interpretive guidance issued thereunder, including without limitation any such regulations or other guidance issued after the Effective Date (together, “Section 409A”). Notwithstanding any provision of the Plan to the contrary, if the Administrator determines that any Option may be or become subject to Section 409A of the Code, the Administrator may adopt such amendments to the Plan and/ or adopt other policies and procedures (including amendments, policies and procedures with retroactive effect), or take any other actions as the Administrator determines are necessary or appropriate to avoid the imposition of taxes under Section 409A of the Code, either through compliance with the requirements of Section 409A of the Code or with an available exemption therefrom. | | 8.16 | Severability. If any portion of the Plan or any action taken under it is held illegal or invalid for any reason, the illegality or invalidity will not affect the remaining parts of the Plan, and the Plan will be construed and enforced as if the illegal or invalid provisions had been excluded, and the illegal or invalid action will be null and void. | | 8.17 | Titles and Headings. The titles and headings in the Plan are for convenience of reference only and, if any conflict, the Plan’s text, rather than such titles or headings, will control. | | 8.18 | Relationship to Other Benefits. No payment under the Plan will be taken into account in determining any benefits under any pension, retirement, savings, profit sharing, group insurance, welfare or other benefit plan of the Company or any Subsidiary or Affiliate except as expressly provided in writing in such other plan or an agreement thereunder. | | 8.19 | Data Privacy. As a condition for participation in the Plan, each Participant explicitly and unambiguously consents to the collection, use and transfer, in electronic or other form, of personal data as described in this section by and among the Company and its Subsidiaries and Affiliates exclusively for implementing, administering and managing the Participant’s participation in the Plan. The Company and its Subsidiaries and Affiliates may hold certain personal information about a Participant, including the Participant’s name, address and telephone number; birthdate; social security, insurance number or other identification number; salary; nationality; job title(s); any Shares held in the Company or its Subsidiaries and Affiliates; and participation details, to implement, manage and administer the Plan and any Offering Period(s) (the “Data”). The Company and its Subsidiaries and Affiliates may transfer the Data amongst themselves as necessary to implement, administer and manage a Participant’s participation in the Plan and any Offering Period(s), and the Company and its Subsidiaries and Affiliates may transfer the Data to third parties assisting the Company with Plan implementation, administration and management. These recipients may be located in the Participant’s country, or elsewhere, and the Participant’s country may have different data privacy laws and protections than the recipients’ country. By participating in any Offering Period under the Plan, each Participant authorizes such recipients to receive, possess, use, retain and transfer the Data, in electronic or other form, to implement, administer and manage the Participant’s participation in the Plan, including any required Data transfer to a broker or other third party with whom the Company or the Participant may elect to deposit any Shares. The Data related to a Participant will be held only as long as necessary to implement, administer, and manage the Participant’s participation in the Plan. A Participant may, at any time, view the Data that the Company holds regarding such Participant, request additional information about the storage and processing of the Data regarding such Participant, recommend any necessary corrections to the Data regarding the Participant or refuse or withdraw the consents in this Section 8.19 in writing, without cost, by contacting the local human resources representative. If the Participant refuses or withdraws the consents in this Section 8.19, and the Company may cancel Participant’s ability to participate in the Plan or any Offering Period(s). For more information on the consequences of refusing or withdrawing consent, Participants may contact their local human resources representative. | | 8.20 | Electronic Forms. To the extent permitted by Applicable Law and in the discretion of the Administrator, an Eligible Employee may submit any form or notice as set forth herein by means of an electronic form approved by the Administrator. Before the commencement of an Offering Period, the Administrator shall prescribe the time limits within which any such electronic form shall be submitted to the Administrator with respect to such Offering Period in order to be a valid election. |