Business Context and Reporting Period
Company: Digital Realty Trust, Inc.
Filing Type: Form 8-K (Current Report)
Date of Report: January 2, 2020
Event: Election of new independent directors to the Board of Directors.
Key Financial Metrics
This filing does not contain financial performance data such as revenue, profit, cash flow, margins, debt, or liquidity. The report focuses exclusively on corporate governance changes.
Material Changes
The Board of Directors elected two new independent directors effective January 2, 2020:
- Alexis Black Bjorlin: Senior Vice President and General Manager of Optical Systems Division at Broadcom. She brings over 19 years of high technology management experience, including previous roles at Intel and Source Photonics.
- VeraLinn "Dash" Jamieson: Former Director of the United States Air Force's Intelligence Surveillance, Reconnaissance and Cyber Effects Operations. She brings over 37 years of government experience in data management, cloud technology, and AI.
Both directors will serve until the 2020 Annual Meeting of Stockholders. Committee assignments have not yet been determined.
Compensation and Governance Details
Equity Awards:
- Each new director received an initial award of profits interest units representing a pro rata portion of the $165,000 annual non-employee director equity award.
- Vesting occurs on the earlier of the first anniversary of the grant date or the day before the next annual meeting of stockholders, subject to continued service.
- Future annual equity awards of $165,000 are available at each annual meeting if the director continues to serve.
Cash Compensation:
- Annual cash retainer of $85,000, prorated for partial years of service.
- Directors may elect to receive cash retainers and fees in fully-vested profits interest units valued at 100% of the cash amount.
Other: The company expects to enter into standard indemnification agreements with the new directors. No transactions requiring disclosure under Item 404(a) of Regulation S-K were identified.
Investor Verification Checklist
- Confirm the official committee assignments for Alexis Black Bjorlin and VeraLinn Jamieson once announced.
- Review the company's 2014 Incentive Award Plan for full terms regarding profits interest units and vesting schedules.
- Monitor future filings for the impact of these appointments on board composition and strategic direction regarding technology and data center operations.