Afshin Mohebbi
About Afshin Mohebbi
Afshin Mohebbi (age 62) is an independent director at Digital Realty (DLR) since 2016, serving as Audit Committee Chair and a member of the Talent and Compensation Committee; he is designated an “audit committee financial expert.” He holds a BS and MBA from UC Irvine, and brings deep telecommunications and technology operating and financial expertise from senior roles at Qwest, British Telecom, SBC Communications, and Pacific Bell, and as a long-time senior advisor to TPG Capital focused on tech/telecom investments .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Qwest Communications International Inc. | President & Chief Operating Officer | Not disclosed | Oversaw core operations including global network and market-facing units, yellow pages, data center, hosting and wireless divisions |
| British Telecom plc | Senior-level executive positions | Not disclosed | Senior roles across wireline, wireless, multimedia in multiple geographies |
| SBC Communications | Senior-level executive positions | Not disclosed | Telecommunications operating leadership |
| Pacific Bell | Senior-level executive positions | Not disclosed | Telecommunications operating leadership |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| TPG Capital | Senior advisor (technology/telecom investments) | Since April 2003 | Global tech/telecom investment advisor; relevant to DLR’s July 2023 JV with TPG Real Estate |
| Start-up technology firms | Investor and advisor | Not disclosed | Own investment business advising start-ups |
| Public company boards | None | N/A | No current other public company directorships |
Board Governance
- Committees: Audit (Chair); Talent & Compensation (member). The Board determined Mohebbi, LaPerch, and Mandeville are “audit committee financial experts” .
- Independence: All non-employee nominees (including Mohebbi) are independent under NYSE rules; Board considered related party relationships in making this determination .
- Attendance and engagement: Board met 6 times in 2024; Independent Directors held 4 executive sessions. Each director attended at least 75% of Board and committee meetings during 2024 .
- Audit Committee operations: 11 meetings in 2024; responsibilities cover financial statements, ICFR, legal/regulatory compliance, auditor independence/performance, and internal audit oversight . Pre-approval authority for audit/non-audit services was formally delegated to Mohebbi as Audit Chair . The Audit Committee recommended inclusion of audited financials in the 2024 Form 10-K .
- Talent & Compensation Committee operations: 7 meetings in 2024; committee oversees executive comp design, plans, goals, NEO pay, and plan administration; all members affirmed independent, with no interlocks or insider participation in 2024 .
Fixed Compensation
| Component (2024) | Amount ($) | Basis |
|---|---|---|
| Board Member annual cash retainer | 85,000 | Schedule for non-employee directors |
| Audit Committee Chair fee | 35,000 | Committee fee schedule |
| Talent & Compensation Committee member fee | 15,000 | Committee fee schedule |
| Total cash fees earned (Mohebbi) | 135,000 | Reported in director compensation table |
Performance Compensation
| Equity Component | Detail | Amount/Date |
|---|---|---|
| Annual equity award (fair value reported) | Long-term incentive units grant; annual grant standard increased to $230,000 beginning at the 2024 Annual Meeting | $229,916; granted June 7, 2024 |
| Vesting | Vests in full on the earlier of first anniversary of grant or day before next annual meeting, subject to continued service | As described; applies to pro rata and annual grants |
| Unvested units (as of 12/31/2024) | Aggregate unvested long-term incentive units held | 1,571 |
| Form of equity | Directors may elect restricted stock in lieu of long-term incentive units if desired or required (e.g., accredited investor status) | Program feature |
| Director Equity Election Program | Directors may elect fully-vested PIUs in lieu of cash retainers/fees (example elections disclosed for two other directors in 2024) | Program feature (examples: Jamieson 631 PIUs; LaPerch 821 PIUs) |
Note: Director equity awards are time-based; no performance metrics (e.g., TSR, FFO) apply to non-employee director grants .
Other Directorships & Interlocks
- Public company directorships: None .
- Network interlocks/related party exposure:
- DLR–TPG Real Estate JV (July 2023): TPG acquired 80% interest in three stabilized hyperscale data centers contributed by DLR; Mohebbi serves as advisor to TPG. The Board reviewed/approved and determined the transaction did not constitute an Item 404(a) “related party transaction” requiring disclosure .
- Committee interlocks: None existed in the last completed fiscal year; all committee members were independent and not officers/employees .
Expertise & Qualifications
- Skills: Finance; Telecommunications; Technology; International .
- Audit Committee Financial Expert: Designated under SEC rules .
- Education: BS and MBA – UC Irvine .
- Operating leadership: Former President & COO of Qwest; senior roles at BT, SBC, Pacific Bell .
- Investment expertise: Senior advisor to TPG Capital in tech/telecom since 2003 .
Equity Ownership
| Metric | Value | As-of |
|---|---|---|
| Shares and units beneficially owned (Mohebbi) | 12,424 | April 7, 2025 |
| Ownership % of outstanding shares | <1% | April 7, 2025 |
| Unvested long-term incentive units | 1,571 | December 31, 2024 |
| Stock ownership guideline (directors) | 5.0x value of prior-year cash retainer/fees | Policy |
| Guideline compliance status | All directors (including Mohebbi) in compliance | Policy disclosure |
| Anti-hedging/anti-pledging policy | Hedging and pledging prohibited; all directors in compliance | Policy |
Governance Assessment
- Board effectiveness: As Audit Chair and designated financial expert, Mohebbi leads rigorous oversight of financial reporting, auditor independence, and ICFR; formal delegation of audit service pre-approval underscores accountability and controls .
- Independence and engagement: Affirmed independent; active committee workload (11 Audit; 7 Compensation) and Board attendance ≥75% support engagement and oversight quality .
- Alignment: Director pay mix includes meaningful equity grants; stock ownership guideline at 5x prior-year cash fees with compliance, plus anti-hedging/anti-pledging policy, strengthens alignment and mitigates risk .
- Potential conflicts (monitor): TPG Real Estate JV overlap with his advisory role to TPG; Board reviewed/approved and concluded not an Item 404(a) related party transaction, but remains a perceptual interlock and should be monitored for future transactions or committee recusals as appropriate .
- Compensation governance: Talent & Compensation Committee independence affirmed; no interlocks; use of independent consultant Semler Brossy with no conflicts in 2024 enhances pay governance .