Andrew P. Power
About Andrew P. Power
Andrew P. Power (age 45) is President & Chief Executive Officer of Digital Realty and has served as CEO and director since December 2022; he has been President since November 2021 and previously served as CFO from April 2015 to December 2022. He holds a BS from Wake Forest University and brings 20+ years of investment banking and REIT experience (Bank of America Merrill Lynch; Citigroup), including working on Digital Realty’s 2004 IPO; he also serves on Nareit’s Executive Board and the Real Estate Roundtable board of directors, and on Americold Realty Trust’s board (audit and investment committees) . Under his tenure as CEO in 2024, DLR reported $1.04B total bookings, a 35.8% total shareholder return (TSR), $61B market cap/$78B enterprise value as of 12/31/24, and achieved 99.999% uptime for the 18th consecutive year . DLR’s 2024 Core FFO per diluted share and unit was $6.71 (at target) and the company outperformed the MSCI US REIT Index in 2 of the last 3 years, driving maximum (200%) vesting on the 2022-2024 relative TSR awards .
Past Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| Digital Realty | Chief Executive Officer; President; Chief Financial Officer | CEO/Director since Dec 2022; President since Nov 2021; CFO 2015–2022 | Led global operations, technology, customer solutions, asset management, IT and finance; drove global scaling and capital markets execution . |
| Bank of America Merrill Lynch | Managing Director, Real Estate/Gaming/Lodging IB | 2011–Apr 2015 | Senior coverage; advised leading REITs; member of underwriting team for DLR’s 2004 IPO . |
| Citigroup Global Markets | Vice President (earlier roles 2004–2011) | 2004–2011 | Principal real estate banking roles across financing and advisory . |
External Roles
| Organization | Capacity | Years | Committee/Notes |
|---|---|---|---|
| Americold Realty Trust (NYSE: COLD) | Director | Since 2018 | Audit and Investment Committees . |
| Nareit | Executive Board | Current | Industry leadership . |
| Real Estate Roundtable | Board of Directors | Current | Policy/industry engagement . |
Fixed Compensation
| Year | Base Salary ($) | Notes |
|---|---|---|
| 2022 | 645,096 | Actual salary paid . |
| 2023 | 802,308 | Actual salary paid . |
| 2024 | 879,231 | Actual salary paid . |
| 2025 | 1,000,000 | Approved 2025 salary . |
Perquisites and other compensation in 2024 included $728,908 in distributions/DEUs, $13,800 retirement match, $17,000 financial/tax planning, and $534,057 relocation reimbursement (total “All Other Compensation” $1,303,105) . CEO pay ratio for 2024 was 143:1 (CEO total $16,254,113 vs. median employee $113,385) .
Performance Compensation
Annual Incentive Design (CEO)
| Measure | Weight | 2024 Targets | Structure |
|---|---|---|---|
| Core FFO per share and unit | 45% | Threshold $6.58; Target $6.68; Max $6.78 | Financial metric aligned to REIT performance . |
| Same Store Cash NOI growth | 15% | Company goal set by TCC | Portfolio performance . |
| Leverage | 15% | Company goal set by TCC | Balance sheet objective . |
| ≤1 MW & interconnection signings | 10% | Company goal set by TCC | Commercial signings . |
| Individual goals | 15% | Strategic/operational goals | Customer experience, product readiness, org excellence, etc. . |
2024 outcome and payout:
- Results: Core FFO achieved $6.71 (at target); Same Store Cash NOI and leverage exceeded maximum; ≤1MW & interconnection signings above target .
- CEO bonus: $2,857,500 = 159% of target (318% of salary), consistent with plan formula .
| 2024 Bonus Details | Value |
|---|---|
| 2024 bonus earned ($) | 2,857,500 |
| % of Target | 159% |
| % of Maximum | 79% |
| Form of receipt | 100% elected as unvested PIUs; 24,041 PIUs granted 3/14/2025 (125% value) vesting 50% on each of first two anniversaries . |
Long-Term Incentives (LTI)
Policy mix for CEO: 60% performance-based Class D Units; 40% time-based PIUs (four-year ratable vesting) .
2024 grants (CEO):
| Grant Date | Instrument | Target/Base Units (#) | Grant Date FV ($) | Key Performance/Time Vesting |
|---|---|---|---|---|
| 1/1/2024 | Time-based PIUs | 31,208 | 4,199,973 | 25% on 2/27/2024, 2/27/2025, 2/27/2026, 2/27/2027 (continued service) . |
| 1/1/2024 | Class D Units (TSR vs. MSCI US REIT, 3-year) | 9,936 (target base units) | 3,149,951 | Vest 0–200% based on relative TSR; earned units time-vest 50% on 2/27/2027 and 50% on 2/27/2028; DEUs vest at performance period end . |
| 1/1/2024 | Class D Units (Avg Same Store Cash NOI growth, 3-year) | 11,703 (target base units) | 2,549,950 | Vest 0–200% on performance; then time-vest 50% on 2/27/2027 and 50% on 2/27/2028; DEUs at performance end . |
Recent performance vesting:
- 2022–2024 relative TSR awards earned at 200% of target; 50% vested on 2/27/2025 and 50% will vest on 2/27/2026, subject to service .
- 2022–2024 Core FFO awards did not meet threshold and were forfeited (0%) .
Pay Mix and Governance
- Majority of CEO pay is variable; 2024 stock awards (grant-date fair value) $11.21M; total compensation $16.25M .
- Clawback policy adopted 10/2/2023 in compliance with SEC/NYSE (recovery of erroneously awarded incentive-based comp after restatement) .
- Independent compensation consultant (Semler Brossy); no conflicts; peer group includes leading REITs and tech firms; Splunk added in 2024 .
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Beneficial ownership | 291,110 shares and units (includes 132,614 vested long-term incentive units and 158,496 vested Class D Units); <1% of outstanding . |
| Ownership guidelines | CEO: 6.0x base salary; all covered officers/directors in compliance . |
| Anti-hedging/pledging | Hedging prohibited; pledging prohibited unless pre-approved; all officers/directors in compliance . |
| Director stock status | Andrew P. Power is a management director and not independent; Board has separate independent Chair (Mary Hogan Preusse) . |
Insider selling pressure indicators:
- Upcoming vesting events: time-based PIUs annually each 2/27 through 2027; 2022 TSR awards vest 2/27/2026; 2024 performance awards (if earned) time-vest 2/27/2027 and 2/27/2028; 2024 bonus PIUs vest 3/14/2026 and 3/14/2027—each can create potential liquidity windows, subject to trading windows and 10b5-1 plans .
- Anti-hedging/pledging policy mitigates alignment risks; no pledging disclosed .
Employment Terms
| Term | CEO Employment Agreement |
|---|---|
| Term | Initial term through 12/31/2025; auto-renews annually unless either party gives 60 days’ notice . |
| Target/Max Bonus | 200% / 400% of base salary . |
| Non-compete | 1 year post-termination; non-solicit 2 years; confidentiality obligations indefinite . |
| Severance (no CIC) | Lump sum = 2x (base + target bonus) + prorated stub-year bonus + unpaid prior-year bonus; 18 months subsidized healthcare; 12 months outplacement . |
| Severance (with CIC) | If terminated within 12 months after a CIC (double trigger): 3x (base + target bonus) + prorated stub-year + unpaid prior-year bonus; same benefits . |
| Equity on CIC | Performance-vested units vest in full at CIC; time-vested PIUs vest in full upon qualifying termination within 12 months post-CIC; performance awards otherwise follow defined rules for death, disability, retirement, or qualifying termination . |
| 280G treatment | “Best pay cap” – reduce to avoid excise taxes if beneficial after-tax . |
Estimated potential payments if triggered on 12/31/2024:
| Scenario | Cash Severance | Unvested PIUs (value) | Health |
|---|---|---|---|
| Without Cause/Good Reason (no CIC) | $7,200,000 | $8,925,226 | $32,950 . |
| Death/Disability | $4,500,000 | $59,837,349 | — . |
| Without Cause/Good Reason (with CIC) | $9,900,000 | $59,837,349 | $32,950 . |
| CIC (occurrence only) | — | $47,613,602 | — . |
Performance & Track Record
- 2024 performance highlights: $1.04B total bookings (incl. interconnection), 35.8% TSR, $61B market cap, $78B enterprise value as of 12/31/24 .
- Core FFO per share and unit (diluted) $6.71 in 2024, with reconciliation detail provided in proxy appendix .
- 99.999% uptime for the 18th consecutive year; 308 facilities in 57 metros across 28 countries as of 12/31/24 .
- Say-on-Pay: 89% approval in 2024; next Say-on-Pay at 2026 AGM .
Board Governance (including Andrew P. Power’s director role)
- Board structure: Separate independent Chair (Mary Hogan Preusse); CEO is not Chair; 8 of 9 nominees independent .
- Committees: Audit; Talent & Compensation; Nominating & Corporate Governance—all independent .
- Director service: Andrew P. Power has served as director since 2022; he has no committee assignments (management director) .
- Board activity: 6 board meetings; independent director executive sessions held 4 times in 2024; each director attended ≥75% of meetings .
Compensation Committee, Peer Group, and Say‑on‑Pay
- Compensation oversight: Talent & Compensation Committee chaired by Kevin J. Kennedy; independent consultant Semler Brossy retained, with independence affirmed .
- Peer group (2024): 21 companies including AMT, EQIX, ARE, PLD, SPG, O, VTR, WELL, EQR, BXP, CCI; and tech peers AKAM, ANET, ADSK, FTNT, NTAP, NOW, SNPS, WDAY; Splunk added (later acquired by Cisco) .
- Say‑on‑Pay: 89% support at 2024 AGM; program emphasizes pay-for-performance via Core FFO, Same Store Cash NOI, relative TSR, and individual goals .
Director Compensation (Board service aspect)
- Non-employee director cash retainers and equity grants detailed; not applicable to Mr. Power as an executive director (not a recipient of non-employee director compensation) .
Compensation Structure Analysis
- Increased performance leverage: CEO annual incentive max at 400% of salary; 60% of LTI in performance-based units (3-year TSR and Same Store Cash NOI), reinforcing long-term alignment .
- Equity-heavy mix: Majority of total compensation in at-risk equity; CEO elected 100% of 2024 bonus in equity (unvested PIUs with 25% premium), indicating confidence/retention alignment .
- No tax gross-ups; robust clawback and anti-hedging/pledging policies; ownership guidelines met—shareholder-friendly design .
- Award outcomes reflect performance: 2022–2024 TSR at 200% of target; 2022–2024 Core FFO awards forfeited (0%); balanced pay-for-performance calibration .
Risk Indicators & Red Flags
- Change-in-control economics: Double-trigger 3x cash multiple; sizable unvested equity acceleration values could be material in a CIC scenario ($59.8M unvested PIUs at 12/31/24) .
- Relocation reimbursement ($534,057) is notable but one-time; no excise tax gross-ups; robust clawback and trading policies mitigate governance risk .
- Related party transactions: Board reviewed JV relationships involving firms linked to certain directors; determined not related party transactions under Item 404(a) .
Equity Ownership & Director Service History (Board section)
| Attribute | Detail |
|---|---|
| Board service start | Director since 2022 . |
| Independence | Management director (not independent); 8 of 9 directors are independent . |
| Committees | None . |
| Attendance | ≥75% meetings for all directors in 2024; 6 board meetings; 4 executive sessions . |
| Board leadership | Separate Chair and CEO roles (best practice) . |
Investment Implications
- Alignment and retention: High at-risk pay, multi-year performance metrics (relative TSR and Same Store Cash NOI), and CEO’s election to take 100% of bonus in equity support alignment; ownership guidelines and anti-pledge/hedge further mitigate agency risk .
- Performance signals: 200% TSR award vesting and at-target Core FFO in 2024 indicate strong equity-linked outcomes; however, previous Core FFO performance cycle forfeiture shows the plan is performance-sensitive—watch forward three-year NOI growth and TSR vs. RMS .
- Liquidity windows: Concentrated vesting dates (Feb 27 each year; March 14 for bonus PIUs) could create episodic selling pressure; monitor Form 4 activity around these windows and trading plan disclosures .
- Change-in-control sensitivity: Large equity acceleration values and 3x cash multiple create meaningful CIC optionality; evaluate as part of event-driven scenarios .
- Governance quality: Separate Chair/CEO, strong independence, clawback, anti-hedging/pledging, and consistent investor support (89% Say‑on‑Pay) support governance premium .