Matthew Mercier
About Matthew Mercier
Matthew Mercier is Chief Financial Officer of Digital Realty (DLR), age 45, appointed effective January 1, 2023 after joining the company in 2006; he previously served as SVP Finance (2015–2020) and SVP Global Finance & Accounting (2020–2023) and holds a BS and MBA from UC Berkeley (Haas) . As CFO, he leads accounting, capital markets, FP&A and reporting, investor relations, tax and treasury . During his tenure as CFO, DLR delivered strong total returns in 2023 and 2024 (approximately +39.95% and +35.90% total return, respectively), before modest negative YTD return in 2025, underpinning pay-for-performance outcomes disclosed in the proxy (2024 TSR 35.8%) . DLR’s compensation framework ties executive incentives to Core FFO per share, Same Store Cash NOI growth, leverage, and ≤1MW/interconnection signings, with robust clawbacks and ownership guidelines .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Digital Realty | CFO | 2023–present | Led global finance org across accounting, capital markets, FP&A/reporting, IR, tax, and treasury . |
| Digital Realty | SVP Global Finance & Accounting | 2020–2023 | Oversaw global finance and accounting functions . |
| Digital Realty | SVP Finance | 2015–2020 | Senior finance leadership across corporate finance . |
| Digital Realty | VP Finance | Pre-2015 | Earlier finance leadership roles at DLR . |
| Equity Office Properties | Finance roles | Prior to 2006 | Real estate finance experience prior to DLR . |
| KPMG | Finance roles | Prior to 2006 | Accounting background at Big Four firm . |
External Roles
No current external public company board roles disclosed for Mercier .
Fixed Compensation
| Metric | FY 2023 | FY 2024 | FY 2025 |
|---|---|---|---|
| Base Salary ($) | $444,519 | $549,038 | $600,000 (set for 2025) |
| Annual Bonus – Threshold (% of Salary) | 50% | 50% | 50% |
| Annual Bonus – Target (% of Salary) | 100% | 100% | 100% |
| Annual Bonus – Maximum (% of Salary) | 200% | 200% | 200% |
Performance Compensation
| Metric | Weighting (Mercier) | Target | Actual (2024) | Payout vs Target | Notes/Vesting |
|---|---|---|---|---|---|
| Core FFO per share | 30% | $6.68 | $6.71 | At target | Annual cash bonus component. |
| Same Store Cash NOI growth | 15% | Company targets set by T&C Committee | Exceeded maximum | Max | Annual cash bonus component. |
| Leverage | 15% | Company targets set by T&C Committee | Exceeded maximum | Max | Annual cash bonus component. |
| ≤1MW & interconnection signings | 10% | Company targets set by T&C Committee | Exceeded target | Above target | Annual cash bonus component. |
| Individual goals | 30% | Set around go-to-market, partners, CX, simplification, product readiness, org excellence | Determined by committee | Included in overall payout | Annual cash bonus component. |
- 2024 annual incentive bonus earned: $908,500, equal to 158% of target and 79% of maximum; Mercier elected to take 50% of his bonus in unvested PIUs with a 25% premium (3,821 PIUs granted March 14, 2025; vest 50% on each of the first two anniversaries) .
Long-Term Incentives (2024 grants)
| Award Type | Grant Date | Target Base Units | Max Units | Performance Period | Vesting Schedule |
|---|---|---|---|---|---|
| Time-based PIUs | Jan 1, 2024 | 8,359 | N/A | N/A | 25% per year over 4 years . |
| Class D Units – TSR (vs MSCI US REIT Index) | Jan 1, 2024 | 3,548 base units | 7,096 | Jan 1, 2024–Dec 31, 2026 | 50% on Feb 27, 2027; 50% on Feb 27, 2028 (after performance determination) . |
| Class D Units – Same Store Cash NOI | Jan 1, 2024 | 4,179 base units | 8,358 | Jan 1, 2024–Dec 31, 2026 | 50% on Feb 27, 2027; 50% on Feb 27, 2028 (after performance determination) . |
| Equity election PIUs (in lieu of cash bonus) | Mar 14, 2025 | 3,821 | N/A | N/A | 50% on first two anniversaries of grant . |
- Historical performance awards: 2022 relative TSR awards earned at 200% of target; core FFO awards from 2022 did not meet threshold and were forfeited .
Equity Ownership & Alignment
- Beneficial ownership: 25,152 shares and units beneficially owned; less than 1% of outstanding shares; includes 11,196 vested LTIs and 13,956 vested Class D Units .
- Outstanding equity awards (12/31/2024): time-based PIUs 8,359 units (market value $1,482,301 at $177.33/share); performance-based awards 7,096 (TSR) and 8,358 (Same Store Cash NOI) unearned units .
- Stock ownership guidelines: CFOs must maintain ownership equal to 3.0x base salary; all officers subject to guidelines are in compliance .
- Anti-hedging and anti-pledging: Hedging prohibited; pledging prohibited unless pre-approved; all executives are in compliance .
- Clawback: SEC/NYSE-compliant clawback policy adopted Oct 2, 2023 for recovery of erroneously awarded incentive compensation upon financial restatement .
Ownership and Awards Detail
| Item | Value |
|---|---|
| Beneficial ownership (shares/units) | 25,152; <1% |
| Vested units included | 11,196 LTIs; 13,956 Class D |
| Outstanding time-based PIUs (12/31/24) | 8,359 units; $1,482,301 value at $177.33 |
| Outstanding performance-based units (12/31/24) | 7,096 (TSR); 8,358 (SS Cash NOI) |
| Ownership guideline (CFO) | 3.0x base salary; compliant |
| Anti-hedging/pledging policy | Prohibited (pledging only with pre-approval); compliant |
| Clawback policy | SEC/NYSE-compliant (Rule 10D-1) |
Employment Terms
| Provision | Terms |
|---|---|
| Severance (without change in control) | Lump-sum equal to 1x (salary + target bonus) + stub-year bonus + prior-year bonus (if unpaid); 12 months healthcare; 12 months outplacement (for termination without cause or for good reason) . |
| Severance (with change in control window) | Lump-sum equal to 2x (salary + target bonus) + stub-year bonus + prior-year bonus; 12 months healthcare; 12 months outplacement . |
| Retirement consulting | Upon retirement, consulting agreement provides continued vesting during consulting term; 12 months company-paid healthcare . |
| Non-compete/non-solicit | Confidentiality applies indefinitely; non-solicit and non-compete obligations during employment and for limited period post-termination as per severance agreements . |
| Potential payments (estimate as of 12/31/2024) | Without cause/good reason: $1,725,000 severance; unvested PIUs valued $1,044,045; healthcare ~$21,697 . With CIC: $2,875,000 severance; unvested PIUs valued $9,703,852; healthcare ~$21,967 . |
| Change-in-control equity treatment | Performance-vested Class D Units vest in full at change-in-control; time-based PIUs vest in full upon qualifying termination within 12 months after change-in-control . |
| Best-pay cap (excise tax) | Payments subject to “best-pay cap” to maximize net after-tax benefit . |
Insider Transactions and Vesting Activity
| Date | Action | Shares | Price | Value | Source |
|---|---|---|---|---|---|
| Dec 12, 2024 | Open market sale | 2,518 | $187.40 | $471,873 | |
| Dec 10–12, 2024 | Form 4 filing (statement of changes) | — | — | — |
- 2024 vested stock awards: Mercier acquired 3,404 shares on vesting events in 2024 with $496,486 value realized (based on closing prices on vest dates) .
- Election to receive 50% of 2024 bonus in unvested PIUs (3,821 PIUs; 25% premium) indicates equity preference and alignment; vest 50% on each of first two anniversaries .
Performance & Track Record
- 2024 performance highlights include bookings of $1.04 billion and total stockholder return of 35.8%, with market capitalization ~$61 billion at year-end (closing price $177.33) .
- Pay-versus-performance: 2024 Say-on-Pay support was ~89% of votes cast; performance-based equity awards for the 2021–2023 TSR period earned at maximum (200%), while 2022 Core FFO awards for the 2022–2024 period were forfeited for performance below threshold .
- DLR total return during Mercier’s CFO tenure: ~+39.95% (2023), ~+35.90% (2024), and negative YTD 2025 total return, reflecting sector and rate dynamics .
Compensation Structure Notes
- 2024 total compensation: Salary $549,038; stock awards $2,363,356 (includes annual LTI grants and 25% premium value from equity election); non-equity incentive $908,500; other comp $112,249; total $3,933,143 .
- 2024 program design: 50% performance-based + 50% time-based PIUs for CFO; performance conditions split equally between relative TSR and average Same Store Cash NOI growth over the three-year period; performance awards can earn 0–200% of target base units .
- Equity grant practices: No stock options since 2007; equity grants avoid timing around material nonpublic information; clawback policy in place .
Investment Implications
- Alignment: Strong pay-for-performance linkage to Core FFO, Same Store Cash NOI, and TSR with robust ownership guidelines (CFO at 3x salary; in compliance) and anti-hedging/pledging policies reduces misalignment risk .
- Retention risk: Severance and CIC protections (up to 2x salary+target bonus plus accelerated vesting with qualifying events) and continued vesting through retirement consulting minimize near-term attrition, but generous CIC equity acceleration adds transaction sensitivity .
- Selling pressure: Insider sale of 2,518 shares in Dec 2024 appears modest relative to beneficial interest and may reflect routine liquidity around vesting; equity election into PIUs for 50% of 2024 bonus supports long-term alignment .
- Execution signals: Maximum payout earned on 2021–2023 TSR awards and above-target 2024 bonus outcomes (158% of target) indicate strong execution against financial and operating goals during Mercier’s finance leadership period; however, forfeiture of Core FFO-based 2022 award highlights risk if FFO underperforms targets amidst macro headwinds .
- Governance: 89% Say-on-Pay approval in 2024 and SEC/NYSE-compliant clawback policy reduce governance overhang; adherence to strict grant timing and anti-hedging/pledging is shareholder-friendly .