Jeannie Lee
About Jeannie Lee
Executive Vice President, General Counsel and Secretary at Digital Realty (DLR); Age 48; officer since 2022; joined DLR in 2010 after practicing corporate law at Latham & Watkins LLP. Education: BA – UC Berkeley; JD – University of Michigan Law School . 2024 pay outcomes reflected above-target operational execution: NEO annual incentive paid at 158% of target for Ms. Lee, driven by target Core FFO, maximum Same Store Cash NOI and leverage, and above-target ≤1MW/interconnection signings . DLR’s TSR outperformed the MSCI US REIT Index (RMS) in two of the last three years, and long-term incentives include relative TSR and Same Store Cash NOI growth conditions to align pay with value creation . See financial trend table below for revenue and EBITDA context.
| Metric | FY 2022 | FY 2023 | FY 2024 |
|---|---|---|---|
| Revenue ($) | 4,691,834,000* | 5,477,061,000* | 5,554,968,000* |
| EBITDA ($) | 2,229,070,000* | 2,399,114,000* | 2,413,809,000* |
| *Values retrieved from S&P Global. |
Past Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| Digital Realty | EVP, General Counsel; Secretary | 2022–present | Leads global legal, sustainability, risk management, governance, and compliance . |
| Digital Realty | SVP, Deputy GC & Assistant Secretary | 2019–2021 | Senior leadership in legal/governance during portfolio and capital markets execution . |
| Digital Realty | SVP, Associate General Counsel | 2018–2019 | Supported public company, M&A, and financing transactions . |
| Digital Realty | VP roles (Assoc. GC; Corporate Counsel) | 2010–2018 | Built internal legal capabilities as company scaled globally . |
External Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| Latham & Watkins LLP | Corporate attorney | Pre-2010 | Public company representation; capital markets, M&A, venture financings . |
Fixed Compensation
| Component | 2024 | 2025 (approved) |
|---|---|---|
| Base salary ($) | 464,615 | 500,000 |
| Annual bonus opportunity (as % of salary) | Threshold 50%; Target 100%; Max 200% | Threshold 50%; Target 100%; Max 200% |
| Actual 2024 bonus ($ and as % of target) | 750,500; 158% of target | — |
| Perquisites and other ($) | 180,772 total; includes insurance 503, DEUs 140,470, 401(k) match 13,800, financial/tax planning 17,000, other 9,000 | — |
- Options: Company has not granted options since 2007; no current plans to do so .
- Clawback: SEC/NYSE-compliant policy adopted Oct 2, 2023; recovery of erroneously awarded incentive-based pay upon restatement .
Performance Compensation
Annual Incentive (2024 design and outcomes)
| Metric | Weight (Lee) | Target | Actual result vs target | Payout contribution |
|---|---|---|---|---|
| Core FFO per share/unit | 30% | $6.68 (T: $6.58; M: $6.78) | Achieved $6.71 (at target) | Target-level for this metric |
| Same Store Cash NOI | 15% | Company-set | Exceeded maximum | Max for this metric |
| Leverage | 15% | Company-set | Exceeded maximum | Max for this metric |
| ≤1MW & interconnection signings | 10% | Company-set | Exceeded target | Above target |
| Individual goals | 30% | Company-set | Assessed by Committee | Contributed to total |
| Total payout | — | — | 158% of target | 158% of target; $750,500 |
- 2024 bonus structure weightings: “Other NEOs” 70% financial/revenue + 30% individual; Jeannie Lee specific metric weights as above .
- Equity in lieu of cash: Ms. Lee elected 85% of her 2024 bonus in unvested PIUs (5,367 units), vesting 50% on each of the first two anniversaries of the 3/14/2025 grant; election carries 25% value premium .
Long-Term Incentive (grants, vesting, performance conditions)
| Grant date | Type | Threshold (#) | Target (#) | Max (#) | Vesting terms | Grant-date fair value ($) |
|---|---|---|---|---|---|---|
| 1/1/2024 | Time-based PIUs | — | 5,944 | — | 25% annually over 4 years | 799,944 |
| 1/1/2024 | Perf. Class D Units (TSR vs MSCI US REIT) | 1,486 | 2,972 | 5,944 | 3-year performance; if earned, 50% vests at end, 50% one year later | 399,972 |
| 1/1/2024 | Perf. Class D Units (Same Store Cash NOI growth) | 1,262 | 2,523 | 5,046 | 3-year performance; if earned, 50%/50% time-vest after period | 399,946 |
| 3/14/2025 | Time-based PIUs (bonus election) | — | 1,073 | — | 50% on each of first two anniversaries | 159,481 |
Selected outstanding/vesting schedules and outcomes
- 2021 performance-based awards (RSUs for Ms. Lee) vested 50% on Feb 27, 2024 and 50% on Feb 27, 2025 based on relative TSR over 1/1/2021–12/31/2023 .
- 2022 performance-based awards: Class D Units tied to Core FFO growth 2022–2024 did not meet threshold; forfeited at 0% . Separate 2022 relative TSR awards performance-vested for the 2022–2024 period; 50% vested on Feb 27, 2025 and 50% will vest on Feb 27, 2026, subject to service .
- 2022 time-based RSUs vest 25% annually on Feb 27, 2023–2026 .
- 2023 performance-based awards (e.g., 4,158; 5,498 unearned at 12/31/24) remain subject to performance and time-vesting per program .
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Beneficial ownership (4/7/2025) | 33,438 shares/units; <1% of shares outstanding . |
| Ownership guidelines | CEO 6x salary; CEO direct reports (incl. Lee) 3x; other execs 1.5x; 5-year compliance window . |
| Compliance status | All directors and officers subject to guidelines are in compliance . |
| Hedging/pledging | Anti-hedging and anti-pledging policy; pledging prohibited absent pre-approval; all directors and officers compliant . |
| Option overhang | Company has not granted options since 2007 . |
Employment Terms
| Provision | Summary |
|---|---|
| Agreement type | Ms. Lee is party to an Executive Severance Agreement (not an employment agreement); Mr. Power has an employment agreement . |
| Termination without cause/for good reason (no CoC) | Cash severance $1,425,000; health insurance $21,697; partial equity acceleration per program; treatment per footnotes . |
| Death or disability | $1,425,000; accelerated vesting value of long-term incentives as disclosed; health insurance not applicable . |
| Qualifying termination with change in control (double trigger) | Cash severance $2,375,000; health insurance $21,967; unvested time-based equity vests in full; performance-based equity reflects actual-to-date; see footnotes . |
| Occurrence of change in control (single trigger) | Equity acceleration amounts paid once upon CoC; unvested time-based equity will not vest on CoC alone . |
| Clawback | Restatement-triggered recovery of erroneously awarded incentive pay (adopted Oct 2, 2023) . |
Notes on equity treatment and values at 12/31/2024: Estimated acceleration values for Ms. Lee’s unvested PIUs/Class D Units under scenarios: Without Cause/Good Reason $1,614,191; Death or Disability $8,515,387; With CoC $8,515,387; CoC occurrence $6,075,680 .
Investment Implications
- Pay-for-performance alignment: Ms. Lee’s cash bonus tied to Core FFO/share, Same Store Cash NOI, leverage, and signings; 2024 payout at 158% reflects strong execution on NOI growth and deleveraging, while Core FFO hit target—this supports incentive sensitivity to operational drivers that investors track in REITs .
- Vesting and potential selling pressure: Concentration of vesting events around late February (e.g., Feb 27) and the two-year vest from the 85% bonus-to-PIU election (granted 3/14/2025) create calendar windows where insider sales could occur after tax withholding/settlements; monitor Form 4s around these dates .
- Retention and alignment: Election to receive 85% of the 2024 bonus in unvested PIUs (with a 25% premium) signals retention focus and confidence; ownership guidelines (3x salary for CEO direct reports) and compliance plus anti-hedging/anti-pledging policy reinforce alignment and reduce downside governance risk .
- Rigor in LTIs: 2022 Core FFO PSUs paid 0%, showing downside risk when financial goals are missed; current LTI mix balances market (relative TSR) and operating (Same Store Cash NOI) levers, with post-performance time-vesting to extend retention .
- Change-in-control economics: Double-trigger acceleration (and full vesting of time-based equity upon qualifying termination with CoC) is standard market practice; cash severance scale (~$2.375M in CoC termination scenario) appears moderate vs. peers, limiting parachute overhang while preserving retention .
Appendix: Key source materials
- 2025 DEF 14A (executive bios, compensation program, 2024 outcomes, 2025 pay decisions, ownership, policies) .
- 2024 DEF 14A (policies; severance framework) .
- 2023 DEF 14A (executive background) .
- 8-Ks signed by Jeannie Lee (officer authority) .