DIGITAL REALTY TRUST REIT INC (DLR)
Sector: Real Estate
2026 Annual Meeting Analysis
DIGITAL REALTY TRUST REIT INC · Meeting: May 29, 2026
Directors FOR
10
Directors AGAINST
0
Say on Pay
FOR
Auditor
AGAINST
Director Elections
Election of Directors
DLR's 3-year price return of 144.4% outperforms both the peer group median (+24.1%) by +120.3 percentage points and the ^FNER — FTSE NAREIT All Equity REITs Index by +126.8 percentage points, far exceeding the 65-point threshold required to trigger an against vote; no overboarding, independence, attendance, or qualification concerns identified.
As CEO and director, Mr. Power is subject to the same TSR trigger as other directors; DLR's strong positive 3-year return of 144.4% outperforms the peer group median by +120.3 percentage points and the ^FNER — FTSE NAREIT All Equity REITs Index by +126.8 percentage points, well above the 65-point threshold needed to trigger an against vote, so the TSR trigger does not apply; he serves on one outside public board (Americold), within acceptable limits.
Mr. Bolze joined the board in January 2026, fewer than 24 months ago, making him exempt from the TSR performance trigger under policy; he holds no other public board seats and brings relevant infrastructure and energy expertise appropriate for a data center REIT.
DLR's 3-year outperformance versus both the peer group median and the ^FNER — FTSE NAREIT All Equity REITs Index far exceeds the applicable thresholds, so the TSR trigger does not apply; Lt. Gen. Jamieson holds no outside public board seats and brings cybersecurity and technology expertise relevant to a data center company.
DLR's strong 3-year TSR performance clears all applicable TSR thresholds versus both the peer group median and the ^FNER — FTSE NAREIT All Equity REITs Index; Mr. Kennedy holds two outside public board seats (KLA-Tencor and UL Solutions), within the four-seat overboarding limit, and his technology and communications background is relevant to Digital Realty's business.
DLR's 3-year outperformance versus the peer group and the ^FNER — FTSE NAREIT All Equity REITs Index eliminates any TSR trigger concern; Mr. LaPerch holds no current outside public board seats and brings direct colocation and data center industry expertise.
No TSR trigger applies given DLR's 3-year outperformance of +120.3 percentage points above the peer group median and +126.8 percentage points above the ^FNER — FTSE NAREIT All Equity REITs Index; Mr. Mandeville holds no outside public board seats and his CFO background qualifies him as an audit committee financial expert.
DLR's exceptional 3-year TSR performance well exceeds the thresholds needed to trigger an against vote versus both the peer group and the ^FNER — FTSE NAREIT All Equity REITs Index; Mr. Mohebbi holds no outside public board seats and his financial and telecommunications expertise is relevant to a global data center business.
DLR's 3-year TSR outperformance clears all applicable thresholds versus the peer group and the ^FNER — FTSE NAREIT All Equity REITs Index; Mr. Patterson holds two outside public board seats (UDR and Americold), within the four-seat limit, and his real estate investment banking background is directly relevant.
Ms. Swanezy joined the board in April 2024, fewer than 24 months ago, making her exempt from the TSR performance trigger under policy; she holds one outside public board seat (AvalonBay) and her REIT capital markets experience is well-suited to Digital Realty's business.
All ten director nominees receive a FOR vote. DLR's 3-year price return of 144.4% outperforms the company-disclosed peer group median by +120.3 percentage points and the ^FNER — FTSE NAREIT All Equity REITs Index by +126.8 percentage points — both far exceeding the 65-point strong-positive-TSR threshold required to trigger any against vote. No overboarding, independence, attendance, or qualification concerns were identified for any nominee. Two directors (Bolze and Swanezy) joined within the past 24 months and are independently exempt from the TSR trigger. The board is 9 of 10 independent, has a separate board chair and CEO, discloses a skills matrix, and maintains four audit committee financial experts.
Say on Pay
✓ FORCEO
Andrew P. Power
Total Comp
$21,071,498
Prior Support
87%%
CEO Andrew P. Power received total compensation of approximately $21.1 million in 2025, which is elevated for the REIT sector but reflects Digital Realty's large-cap status ($71 billion market cap) and exceptional stock performance — the company's shares returned 144.4% over three years, dramatically outpacing the peer group median of 24.1% and the ^FNER — FTSE NAREIT All Equity REITs Index return of 17.6%. The pay structure is strongly performance-oriented: base salary represented only 5% to 15% of total compensation for named executives, the CEO's long-term equity was 60% performance-based with a three-year measurement window tied to total shareholder return versus the MSCI US REIT Index and same-store net operating income growth, and the three-year performance awards for the period ended December 31, 2025 paid out at maximum (200% of target) consistent with verified outperformance. The company received 87% shareholder support on its 2025 Say-on-Pay vote — well above the 70% threshold — maintains a compliant clawback policy, prohibits hedging, and employs an independent compensation consultant; there are no meaningful governance deficiencies in the pay program.
Auditor Ratification
✗ AGAINSTAuditor
KPMG LLP
Tenure
22 yrs
Audit Fees
$3,819,000
Non-Audit Fees
$1,212,000
KPMG has audited Digital Realty since the company's founding in 2004, giving it approximately 22 years of continuous tenure — below the 25-year threshold that would automatically trigger an against vote under policy, so the tenure trigger does not fire. Non-audit fees (audit-related fees of $565,000 plus tax fees of $597,000 plus other fees of $50,000, totaling $1,212,000) represent approximately 32% of core audit fees of $3,819,000, well within the 50% independence threshold. KPMG is a Big 4 firm appropriate for a $71 billion market-cap company. All triggers clear and a FOR vote is warranted, though shareholders should note tenure is approaching the 25-year threshold where the policy would automatically flag the relationship.
Stockholder Proposals
1 proposal submitted by shareholders
Proposal 4
Stockholder Proposal Regarding Enhanced Water Risk Disclosure
This proposal asks for enhanced disclosure of water-related risks, which is a disclosure-type ask carrying a lower bar for support under policy — shareholders need only find the information material and the company's opposition weak. For a global data center operator like Digital Realty, water usage for cooling is a genuine operational and financial risk: data centers are significant water consumers, and as AI-driven power density increases, cooling water demand rises with it. Digital Realty already publishes an annual Impact Report aligned with GRI standards and references TCFD guidelines, which is meaningful, but the proposal asks for enhanced water-specific risk disclosure that goes beyond what the company currently provides. The filer does not appear to be an ideological actor, and the board's opposition statement (referenced in the filing but not fully reproduced) does not clearly demonstrate that current disclosure fully addresses the specific water risk quantification and scenario analysis that the proposal appears to seek; accordingly, a FOR vote is appropriate to encourage more granular disclosure on a financially material topic.
Overall Assessment
Digital Realty's 2026 annual meeting ballot presents four proposals, and the overall picture is strongly positive: the company delivered exceptional shareholder returns of 144.4% over three years — far outpacing the peer group and the ^FNER — FTSE NAREIT All Equity REITs Index — which supports FOR votes on all ten director nominees and the Say-on-Pay proposal, while KPMG's 22-year tenure and reasonable fee ratios support auditor ratification. The one area where shareholders should push for improvement is the stockholder water risk disclosure proposal, where the company's existing reporting, though substantial, does not appear to fully address the specific water-risk quantification that matters for a large and growing data center portfolio.
Compensation Peer Group
18 companies disclosed in 2026 proxy filing