Kevin J. Kennedy
About Kevin J. Kennedy
Kevin J. Kennedy, 69, has served as an independent director of Digital Realty (DLR) since 2013, currently chairing the Talent and Compensation Committee and serving on the Nominating and Corporate Governance Committee . He holds a BS from Lehigh University and MS, MPhil and PhD from Rutgers University, bringing deep communications and technology leadership and risk management expertise; his board tenure at DLR is 12 years as of the 2025 proxy . Kennedy also serves on the boards of KLA Corporation (audit; nominating & governance) and UL Solutions (chair, human capital & compensation; audit) .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| ZEVx (private EV charging) | Chief Product Officer; Chairman of the Board | Feb 2023–Jun 2024 | Product leadership and board oversight |
| Quanergy Systems (NYSE) | Chief Executive Officer | Feb 2022–Dec 2022 | Led LiDAR company; company filed Chapter 11 in Dec 2022 (Delaware) |
| Maxeon Solar Technologies (NASDAQ) | Chairman of the Board | Aug 2020–May 2022 | Board leadership in solar products |
| Blue Ridge Partners | Senior Managing Director | Jul 2018–Mar 2020 | Management consulting leadership |
| Avaya Inc. | President & CEO; Director | Dec 2008–Sep 2017 | Led collaboration/communications firm; filed Chapter 11 in Jan 2017 (SDNY) |
| JDS Uniphase Corporation | Chief Executive Officer | Previously | Optical communications CEO experience |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| KLA Corporation (NASDAQ) | Director; Audit Committee; Nominating & Governance Committee | Since May 2007 | Semiconductor capital equipment governance and audit oversight |
| UL Solutions (NYSE) | Director; Chair, Human Capital & Compensation; Audit Committee | Since Feb 2020 (NYSE listing Apr 12, 2024) | Compensation leadership; audit oversight |
| Canary Foundation (non-profit) | Director; Audit Committee Chair | Since Jan 2007 | Cancer early detection audit governance |
| National Security Telecommunications Advisory Committee | Presidential Advisory Member | Previously | National security communications advisory experience |
Board Governance
- Independence: The Board affirmatively determined all non‑employee nominees (including Kennedy) are independent under NYSE rules, considering “Certain Relationships and Related Party Transactions” .
- Committee assignments: Chair, Talent & Compensation (T&C); Member, Nominating & Corporate Governance (NCG) .
- Committee activity: T&C held 7 meetings in 2024; NCG held 5 meetings in 2024 .
- Attendance & engagement: The Board met 6 times; Independent Directors held 4 executive sessions in 2024. Each director attended at least 75% of Board and committee meetings on which they served .
- Leadership: Board Chair presides over Independent Director executive sessions (Mary Hogan Preusse in 2024) .
- Compensation committee independence: Board determined all T&C members had no relationships material to independence; T&C can delegate certain responsibilities except CEO and NEO compensation approvals and its report .
- Consultant: T&C retained Semler Brossy as independent compensation consultant for 2024; assessed and concluded no conflict of interest .
Fixed Compensation
| Component (2024) | Amount ($) | Notes |
|---|---|---|
| Board Member Annual Cash Retainer | 85,000 | Standard cash retainer |
| T&C Committee Chair Fee | 30,000 | Chair premium |
| NCG Committee Member Fee | 15,000 | Member fee |
| Total Fees Earned/Paid in Cash | 130,000 | Matches program fees |
- Director Election Program: Directors may elect to receive cash retainers/fees in fully‑vested Operating Partnership PIUs equal to 100% of cash value; Kennedy did not elect in 2024 (Jamieson and LaPerch elected 100%) .
Performance Compensation
| Instrument | Grant Date | Grant Fair Value ($) | Units/Unvested Count | Vesting | Performance Metrics |
|---|---|---|---|---|---|
| Long‑term incentive units (PIUs) | Jun 7, 2024 | 229,916 | 1,571 unvested as of 12/31/2024 | Vest in full on earlier of 1‑year from grant or day before next annual meeting, subject to service | None for directors; annual awards are time‑based (directors may elect restricted stock equivalent) |
- Program change: Annual equity award for non‑employee directors increased from $190,000 to $230,000 effective at 2024 annual meeting; Board Chair receives an additional $100,000 formulaic equity grant on a pro‑rated or annual basis depending on timing (not applicable to Kennedy) .
- Alternative: Non‑employee directors may elect restricted stock equivalent to long‑term incentive unit award; automatic restricted stock if not an accredited investor .
Other Directorships & Interlocks
| Company | Role | Committees | Potential Interlocks/Notes |
|---|---|---|---|
| KLA Corporation (NASDAQ) | Director | Audit; Nominating & Governance | No DLR‑disclosed related party transactions; independence affirmed at DLR |
| UL Solutions (NYSE) | Director | Chair, Human Capital & Compensation; Audit | UL Solutions listed Apr 12, 2024; no DLR‑disclosed related party transactions; independence affirmed |
- Interlocks: No interlocking relationships existed for T&C members in 2024 per the Talent and Compensation Committee Interlocks disclosure .
Expertise & Qualifications
- Communications, technology, executive leadership, and risk management; extensive public company board experience .
- Education: BS (Lehigh); MS/MPhil/PhD (Rutgers) .
Equity Ownership
| Item | Value | Date/Context |
|---|---|---|
| Beneficial ownership (shares and OP units) | 11,342 | As of Apr 7, 2025 |
| Ownership as % of shares outstanding | <1% (“*”) | 336,748,718 shares outstanding as of record date |
| Unvested long‑term incentive units | 1,571 | As of Dec 31, 2024 |
| Stock ownership guidelines (non‑employee directors) | 5.0x value of prior year cash retainer/fees | Compliance required within 5 years; all directors in compliance |
| Anti‑hedging/anti‑pledging policy | Prohibits hedging; pledging prohibited unless pre‑approved; all directors compliant | Governance alignment |
Governance Assessment
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Strengths:
- Long-standing independent director with 12 years of service; chairs T&C and serves on NCG, reinforcing governance and pay oversight .
- Clear independence determinations and use of an independent compensation consultant without conflicts; structured committee charters and responsibilities .
- Compensation mix emphasizes equity via time‑based PIUs; ownership guidelines at 5x prior‑year fees with full director compliance; anti‑hedging/anti‑pledging enforcement .
-
Risk indicators and potential red flags:
- Prior CEO roles at companies that entered Chapter 11 (Avaya in 2017; Quanergy in 2022), which may prompt investor scrutiny regarding turnaround outcomes and risk management frameworks .
- Beneficial ownership is de minimis relative to shares outstanding (<1%), though mitigated by director equity awards and ownership guideline compliance .
-
Engagement and effectiveness:
- Committees on which Kennedy serves were active in 2024 (T&C: 7; NCG: 5), and each director met at least the 75% attendance threshold; Board held executive sessions of Independent Directors (4) under a separate Board Chair, supporting independent oversight .
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Related party and conflicts:
- No interlocking relationships or related party transactions disclosed that would impair independence; Board explicitly reviewed relationships in making independence determinations .