Susan Swanezy
About Susan Swanezy
Independent director at Digital Realty Trust (DLR) since April 2024; age 66. Background spans three decades in real estate capital markets and investment management, including senior roles at Hodes Weill, Credit Suisse, and Deutsche Bank/RREEF. Education: BSFS, Georgetown University. Core credentials: finance, REIT/real estate, capital markets, and strategy; deemed independent by the Board under NYSE standards. She served on the Audit Committee in 2024 and will transition to the Talent & Compensation Committee effective May 29, 2025.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Hodes Weill & Associates L.P. | Partner | 2010 – March 2024 | Global advisory across real estate/infrastructure investment management |
| Credit Suisse Real Estate Investments Group | Managing Director, Head of Distribution | — | Led distribution for real estate investment products |
| Deutsche Bank / RREEF (Asset Mgmt and Real Estate IB) | Partner & Managing Director – Client Relations (RREEF); roles in real estate IB | — | Institutional client relations; real estate investment banking |
External Roles
| Organization | Role | Tenure/Status | Committees |
|---|---|---|---|
| AvalonBay Communities, Inc. (NYSE) | Director | Since 2016 (current) | Compensation Committee (current) |
| AvalonBay Communities, Inc. (NYSE) | Director | Prior (as of 2024 proxy) | Chair, Nominating, Governance & Corporate Responsibility (prior) |
Board Governance
- Independence: Board affirmatively determined all non-employee nominees, including Ms. Swanezy, are independent under NYSE rules.
- Committee assignments:
- 2024: Audit Committee member (11 meetings in 2024). Signed the Audit Committee Report recommending inclusion of 2024 audited financials in Form 10-K.
- Effective May 29, 2025: moves from Audit to Talent & Compensation Committee.
- Attendance and engagement: Board held 6 meetings and independent director executive sessions 4 times in 2024; each director attended at least 75% of Board and relevant committee meetings.
- Election/tenure structure: Annual elections with majority voting standard in uncontested elections; directors serve until the next annual meeting.
Committee Summary (DLR)
| Item | Detail |
|---|---|
| Audit Committee | Member in 2024; 11 meetings; oversight of financial reporting, ICFR, auditor independence. |
| Talent & Compensation Committee | Transitioning to member on May 29, 2025; 7 meetings in 2024. |
| Nominating & Corporate Governance | 5 meetings in 2024 (not a member). |
| Executive sessions | Independent directors met 4 times in 2024. |
| Attendance | ≥75% for all directors in 2024. |
Fixed Compensation
- Structure (standard 2024 director cash fees):
- Board member retainer: $85,000
- Board Chair additional retainer: $50,000
- Committee fees (Chair/Member): Audit $35,000 / $20,000; Talent & Compensation $30,000 / $15,000; Nominating & Corporate Governance $25,000 / $15,000.
| Cash Fee Schedule (2024) | Amount (USD) |
|---|---|
| Board Member Annual Retainer | $85,000 |
| Board Chair Additional Retainer | $50,000 |
| Audit Committee Chair / Member | $35,000 / $20,000 |
| Talent & Compensation Committee Chair / Member | $30,000 / $15,000 |
| Nominating & Corporate Governance Chair / Member | $25,000 / $15,000 |
- 2024 actual for Ms. Swanezy (partial year):
- Fees earned/paid in cash: $66,548
- Stock awards (grant date fair value): $261,040
- Total: $327,588
- Unvested long-term incentive units at 12/31/2024: 1,571
| Ms. Swanezy – 2024 Non-Employee Director Compensation | Amount (USD) |
|---|---|
| Fees Earned or Paid in Cash | $66,548 |
| Stock Awards (ASC 718 fair value) | $261,040 |
| Total | $327,588 |
| Unvested LTIP Units (12/31/2024) | 1,571 |
Notes:
- Directors may elect to receive fully vested PIUs in lieu of all/part of cash retainers (Director Equity Election Program).
- Directors may elect restricted stock in lieu of LTIP units, subject to the same vesting schedule.
Performance Compensation
- Equity program (effective 2024): Annual equity award increased from $190,000 to $230,000; pro rata grant upon mid-year appointment; annual grant at the annual meeting. Awards vest in full on the earlier of the first anniversary of grant or the day before the next annual meeting, subject to continued service.
- No options: Company has not granted options/SARs since 2007; no plans to do so.
| Director Equity Program Elements | Detail |
|---|---|
| Annual Equity Award (from 2024) | $230,000 (LTIP units; or equivalent RS) |
| Pro Rata Grant (mid-year appointees) | Formula based on months remaining until next annual meeting |
| Vesting | Earlier of 1 year from grant or day before next annual meeting |
| Instrument Choice | LTIP units or equivalent restricted stock (if elected or required) |
| Options | None; no option-like awards granted since 2007 |
Performance metrics do not apply to director equity, which is time-based; there are no revenue/FFO/TSR targets tied to director grants.
Other Directorships & Interlocks
| Company | Role | Committee Roles | Interlock/Conflict Notes |
|---|---|---|---|
| AvalonBay Communities, Inc. (NYSE) | Director (since 2016) | Compensation Committee (current) | Residential REIT; no DLR related-party disclosure for Ms. Swanezy. Board policy limits directors to ≤5 public boards; Board affirmed compliance. |
| AvalonBay Communities, Inc. (NYSE) | Director (prior role) | Chair, Nominating, Governance & Corporate Responsibility (as of 2024 proxy) | — |
The DLR Board reviewed JV relationships with TPG, Realty Income, and Blackstone tied to other directors and concluded none were related-party transactions requiring Item 404(a) disclosure; no such transactions were identified for Ms. Swanezy.
Expertise & Qualifications
- Finance; REIT and real estate; capital markets; strategy.
- Senior leadership across advisory and institutional platforms (Hodes Weill, Credit Suisse Real Estate, Deutsche Bank/RREEF).
- Education: BSFS – Georgetown University.
Equity Ownership
| Item | Detail |
|---|---|
| Beneficial Ownership (as of April 7, 2025) | 1,890 shares/units; <1% of outstanding. |
| Unvested LTIP Units (as of 12/31/2024) | 1,571 |
| Stock Ownership Guidelines | Non-employee directors: 5.0x prior-year cash retainer/fees; compliance required within 5 years; all directors/officers are in compliance. |
| Anti-Hedging / Anti-Pledging | Hedging and pledging prohibited (pledging only with prior written approval); all directors/officers in compliance. |
Insider Filings and Compliance
| Filing/Policy | Date/Status | Notes |
|---|---|---|
| Section 16(a) filings | Exception noted | Form 3 and Form 4 relating to an equity award (April 23, 2024) for Susan Swanezy were delinquent. |
| Clawback policy (companywide) | Effective Oct 2, 2023 | SEC/NYSE-compliant recovery of erroneously awarded incentive-based compensation (executive officers). |
Governance Assessment
-
Strengths
- Independence and relevant domain expertise in REIT capital markets and institutional fundraising; complements DLR’s financing and capital allocation oversight.
- Active committee service: immediately placed on Audit in 2024; Audit Report signatory; transitioning to Talent & Compensation in 2025, which leverages pay/governance experience (and DLR uses an independent consultant, Semler Brossy, with no conflicts in 2024).
- Alignment policies: robust director ownership guideline (5x cash retainer), anti-hedging/pledging compliance across directors, and majority voting for director elections.
-
Potential Risks / Watch Items
- Section 16(a) late filings (Form 3 and Form 4 tied to April 23, 2024 equity award) represent a minor governance blemish; monitor future filing timeliness.
- Board time commitments appear reasonable (one other public board), and DLR policy caps total public boards at five; Board affirmed compliance. Continue monitoring as committee responsibilities expand.
Overall, governance signals are constructive: independence affirmed, strong attendance norms (≥75%), active committee engagement (Audit→Comp transition), and equity-based director pay with meaningful ownership guidelines and anti-hedging/pledging constraints, with the main caution being the isolated Section 16(a) delinquency.