DIGITAL REALTY TRUST, INC.
For the period ended May 29, 2026. Filed Apr 17, 2026.
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May 29, 2026 · Filed Apr 17, 2026
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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, 2025. 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.
| 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 | $8,000,000 | $5,000,000 | $11,000,000 | $— | $— |
| Unvested PIUs(8) | 32,424,934 | 41,478,060 | 41,478,060 | 25,320,612 | — |
| Health Insurance | 32,950 | — | 32,950 | — | — |
| Matthew Mercier Chief Financial Officer(7) | |||||
| Severance Payment | $1,800,000 | $1,800,000 | $3,000,000 | $— | $— |
| Unvested PIUs(8) | 5,680,100 | 8,146,719 | 8,146,719 | 4,385,564 | — |
| Health Insurance | 21,967 | — | 21,967 | — | — |
| Jeannie Lee Executive Vice President, General Counsel and Secretary(7) | |||||
| Severance Payment | $$ 1,500,000 | $1,500,000 | $2,500,000 | $— | $— |
| Unvested PIUs(8) | 4,507,282 | 6,204,722 | 6,204,722 | 3,056,528 | — |
| Health Insurance | 21,967 | — | 21,967 | — | — |
| (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, 2025 for each such award and (b) prorated for the portion of the three-year performance period completed as of December 31, 2025. For unvested time-based equity awards, includes the portion of the award that would have become vested in the 12 months after December 31, 2025. 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 $7,737,047 for Mr. Mercier and $5,742,371 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, 2025 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, 2025 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, 2025. For a summary of the payments and benefits such named executive officers would become entitled to receive upon retirement, please see “—Employment Agreement” and “—Severance Agreements” above. |
| (7) | Each of the Employment Agreement and the Severance Agreements provides for outplacement counseling services for a period of 12 months following a termination without cause or for good reason, which we estimate to be a cost of approximately $16,500 per 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. |
With respect to the Carried Interest Awards, the amounts payable are not currently subject to reasonable estimation given that such amounts depend on multiple factors that remain unknown, including timing of realization of the underlying investments. For a description of the treatment of Carried Interest Awards upon a termination of service or change in control of the Company, please see “Potential Payments Upon Termination or Change in Control – Carried Interest Plan Awards” above.
| 2026 Proxy Statement | 76 |
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