Mary Hogan Preusse
About Mary Hogan Preusse
Independent Board Chair of Digital Realty Trust, Inc. (DLR), age 56; director since 2017 and Board Chair since August 2022. Finance and REIT specialist with 30+ years across public real estate investing, governance, and board service; BS from Bowdoin College. The Board has affirmatively determined all non-employee nominees, including Ms. Hogan Preusse, are independent under NYSE rules .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Fifth Wall | Senior Advisor | Not disclosed | Strategic advisory in proptech/real estate |
| APG Asset Management U.S. | Managing Director & Co-Head, Americas Real Estate | 2008–May 2017 | Led public real estate investments; governance engagement with REIT boards |
| Merrill Lynch | Investment Banking Analyst | Not disclosed | Early capital markets experience |
| Sell-side Research | REIT Analyst | Not disclosed | Sector coverage informs governance and performance perspectives |
| Johns Hopkins Carey Business School | Real Estate Advisory Board Member | Not disclosed | Academic/industry linkage in real estate |
External Roles
| Company | Exchange | Role | Committees |
|---|---|---|---|
| Kimco Realty | NYSE | Director; Lead Independent Director (since May 2019) | Chair: Nominating & Corporate Governance; Member: Executive Compensation |
| Realty Income | NYSE | Director (joined at VEREIT merger), since Nov 2021 | Member: Executive Compensation |
| Host Hotels & Resorts | NYSE | Director since June 2017 | Member: Culture & Compensation; Audit |
Board Governance
- Board Chair; separates CEO and Chair roles; presides over executive sessions of independent directors .
- Committee service: Talent & Compensation Committee member; committee held 7 meetings in 2024 .
- Board held 6 meetings in 2024; independent directors met in executive session 4 times; all directors attended ≥75% of Board and committee meetings .
- Years on Board: 8 (as of proxy publication) .
- Independence: non-employee nominees, including Ms. Hogan Preusse, affirmed independent .
Fixed Compensation
| Component | 2024 Program Amount | Mary Hogan Preusse – 2024 Actual |
|---|---|---|
| Board Member Annual Cash Retainer | $85,000 | Included in $150,000 cash fees |
| Board Chair Cash Fee (in addition to member retainer) | $50,000 | Included in $150,000 cash fees |
| Talent & Compensation Committee – Member Fee | $15,000 | Included in $150,000 cash fees |
| Total Cash Fees | — | $150,000 |
Notes: DLR does not pay per-meeting fees; compensation is via retainers and committee fees .
Performance Compensation
| Equity Component | Program Detail | 2024 Value / Units | Vesting |
|---|---|---|---|
| Annual Director Equity | Increased to $230,000 per director (effective 2024 AGM) | Part of $329,873 total stock awards for Mary | Vests in full on earlier of 1-year anniversary or day before next AGM |
| Board Chair Equity | Additional $100,000 for Board Chair | Part of $329,873 total stock awards for Mary | Same schedule as above |
| Unvested LTIP Units (YE 2024) | Outstanding as of 12/31/2024 | 2,254 units | Per annual director equity terms |
Total 2024 stock awards (grant-date fair value): $329,873 .
Other Directorships & Interlocks
| Item | Detail | Governance Treatment |
|---|---|---|
| DLR–Realty Income JV (Nov 2023) | JV to develop two build-to-suit data centers in Northern Virginia; Ms. Hogan Preusse is a Realty Income director | Board reviewed and determined it did not constitute a related party transaction requiring Item 404(a) disclosure |
| Policy on conflicts | Directors must report conflicts; Board or appropriate committee resolves conflicts; waivers disclosed as required | Board-level governance codes and guidelines in place |
RED FLAG monitoring: The Realty Income JV creates a visible interlock; the Board documented review and non-related party determination. Continue monitoring future transactions for independence safeguards and recusal practices .
Expertise & Qualifications
- Skills: Finance; REIT and real estate; corporate governance; strategy .
- Education: BS, Bowdoin College .
- Board leadership: Board Chair since Aug 2022; experience chairing and serving on governance and compensation committees across large REITs .
Equity Ownership
| Metric | Value | Notes |
|---|---|---|
| Beneficial ownership (shares and OP Units) | 13,674 (vested long-term incentive units) | Less than 1% of shares outstanding |
| Unvested director LTIP units (YE 2024) | 2,254 units | Annual director equity grants |
| Ownership guidelines (directors) | 5x prior year cash retainer/fees | All directors/officers subject to guidelines are in compliance |
| Anti-hedging/pledging | Prohibited; exemptions require prior approval | All directors in compliance |
No pledging disclosed; insider trading compliance noted broadly in policy. No individual hedging/pledging exceptions reported for directors .
Compensation Committee Analysis
| Aspect | Detail |
|---|---|
| Committee composition | Chair: Kevin J. Kennedy; Members: Afshin Mohebbi, Mark R. Patterson, Mary Hogan Preusse |
| Independence | Board affirmed committee members had no material relationships impacting independence |
| Consultant | Semler Brossy retained as independent compensation consultant; committee assessed no conflicts in 2024 |
| Interlocks | No interlocking relationships in last completed fiscal year |
Say-on-Pay & Shareholder Feedback
- 2024 Say‑on‑Pay approval: approximately 89% “FOR” .
- DLR conducts regular investor outreach and executive sessions; 14 investor conferences and 240+ meetings in 2024 .
Governance Assessment
- Strengths: Independent Board Chair; majority-independent board; robust stock ownership guidelines; anti-hedging/pledging policy; director attendance ≥75%; active executive sessions; independent compensation oversight with external consultant .
- Alignment: Director pay structure mixes fixed cash retainers and equity; Board Chair receives additive cash and equity reflecting responsibilities; Mary’s 2024 mix: $150,000 cash and $329,873 equity, consistent with program design .
- Conflicts: Notable interlock via Realty Income JV; Board reviewed and determined non-related-party status. Continued transparency around recusals and approvals remains important for investor confidence .
- Risk indicators: No director-specific hedging/pledging; compliance with ownership guidelines; no director meeting attendance issues reported; committee interlocks none; robust clawback policy for executives (company-wide governance practice) .