VeraLinn Jamieson
About VeraLinn “Dash” Jamieson
Independent director of Digital Realty Trust, Inc. (DLR); age 64; director since 2020 (5 years of board service as of the 2025 proxy). Education: BS – West Virginia University; MS – National Defense University; MS – Embry‑Riddle University. Core credentials: technology, AI/ML, cloud/data management, risk management; over 37 years of U.S. Air Force leadership culminating as Lieutenant General and Director of ISR & Cyber Effects for DoD. The Board has affirmatively determined she is independent under NYSE rules.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| U.S. Air Force | Director of the USAF Intelligence Surveillance, Reconnaissance & Cyber Effects enterprise (DoD operations) | Through 2020 (retired in 2020) | Led ISR and cyber operations; senior leadership of national‑security intelligence functions. |
| U.S. Air Force | Deputy Chief of Staff for Intelligence, Surveillance & Reconnaissance | Nov 2016 – Feb 2019 | Senior staff oversight of ISR enterprise, strategy, and risk. |
| U.S. Strategic Command | Deputy Commander, Joint Functional Component Command for ISR | Apr 2016 – Nov 2016 | Joint ISR integration/coordination across services. |
| Air Combat Command | Director of Intelligence, Headquarters ACC | Dec 2013 – Apr 2016 | Intelligence leadership; operational risk and technology focus. |
External Roles
| Organization | Role | Tenure | Committees/Notes |
|---|---|---|---|
| Beacon Global Strategies, LLC | Board of Advisors member | Since Apr 2020 | Advisory capacity; private firm (not a public issuer). |
| Rolls‑Royce North America, Inc. | Board of Directors member | Since Dec 2023 | Subsidiary of Rolls‑Royce Holdings plc; not a public company board; no disclosed DLR related‑party transactions. |
| Other public company boards | — | — | None. |
Board Governance
- Committee assignments: Member, Nominating & Corporate Governance (NCG) Committee; not listed as Audit or Talent & Compensation (T&C) member.
- NCG Committee workload: 5 meetings in 2024; 7 meetings in 2023.
- Attendance: Each director attended at least 75% of Board and committee meetings in 2024 (Board held 6 meetings; Independent Directors met in executive session 4 times).
- Independence: All non‑employee nominees, including Jamieson, determined independent under NYSE standards.
- Board structure: Separate independent Board Chair; annual director elections; majority voting standard; proxy access; anti‑hedging/anti‑pledging policy; clawback policy.
Fixed Compensation (Non‑Employee Director – 2024)
| Component | Amount | Detail |
|---|---|---|
| Fees earned or paid in cash | $99,603 | Includes value associated with election to receive fully‑vested PIUs in lieu of cash retainers under Director Equity Election Program. |
| Stock awards (annual LTI units/restricted stock) | $229,916 | Grant on June 7, 2024; ASC 718 grant‑date fair value. |
| Total | $329,519 | Sum of cash/PIUs value and equity value. |
| Role‑based cash schedule (program terms) | Board member: $85,000; NCG member: $15,000 | 2024 cash retainers/committee fees schedule for all directors. |
| Director Equity Election Program | 100% of annual fee elected in PIUs; 631 PIUs | Jamieson elected fully‑vested PIUs for 2024 cash retainers. |
Performance Compensation (Structure and Metrics)
| Item | Details |
|---|---|
| Annual equity grant level | Increased from $190,000 to $230,000 effective as of 2024 Annual Meeting. |
| Instrument & grant date | Long‑term incentive units (or equivalent restricted stock if not accredited); June 7, 2024 grant for 2024 annual award. |
| Vesting | Earlier of first anniversary of grant or day before next annual meeting; continued service required. |
| Unvested units (12/31/2024) | 1,571 units outstanding and unvested. |
| Performance metrics (director awards) | None; non‑employee director equity is time‑based (no TSR/financial targets). |
Note: The Company’s pay‑versus‑performance metrics (Core FFO per share/unit; relative TSR; Net Income from Operations) apply to NEO compensation, not to director awards.
Other Directorships & Interlocks
- Public company boards: None.
- Private/affiliate boards: Rolls‑Royce North America board (since Dec 2023); Beacon Global Strategies advisory board.
- Related‑party and JV context: Board reviewed notable company JVs (TPG Real Estate; Realty Income; Blackstone) and determined they were not related‑party transactions under Item 404(a); no Jamieson linkage disclosed in those transactions.
Expertise & Qualifications
- Technology, AI/ML, cloud/data management; international experience; risk management; strategy focus; senior military intelligence and cyber leadership.
- Adds cyber/ISR oversight perspective to data center governance; fits NCG mandate for board evaluations, governance guidelines, and oversight.
Equity Ownership
| Date | Beneficial Ownership (Shares & Units) | % of Shares Outstanding | Notes |
|---|---|---|---|
| Apr 7, 2025 | 11,354 | <1% | Based on 336,748,718 shares outstanding; includes units exchangeable into common. |
| Apr 8, 2024 | 9,151 | <1% | Based on 312,424,379 shares outstanding. |
| Unvested LTI units (12/31/2024) | 1,571 | — | Outstanding unvested director equity. |
| Ownership guidelines | 5.0x prior‑year cash retainer/fees for non‑employee directors | All directors and officers in compliance. | |
| Hedging/Pledging | Prohibited (pledging only with prior approval); all in compliance. |
Governance Assessment
- Alignment signals: Jamieson elected to receive fully‑vested profits interest units (PIUs) in lieu of 100% of cash retainers, increasing equity exposure to DLR cash flows and reinforcing owner‑orientation.
- Committee effectiveness: Active on NCG Committee (5 meetings in 2024; 7 in 2023) that leads annual board/committee evaluations and oversees governance guidelines and director nominations.
- Independence and attendance: Affirmed independent; met at least the 75% attendance threshold across Board/committee obligations in 2024; Board maintains majority‑independent structure with executive sessions.
- Ownership and policy compliance: Beneficial ownership increased year‑over‑year; complies with stringent 5x cash retainer ownership guidelines; subject to anti‑hedging/anti‑pledging policy.
- Conflicts/related‑party exposure: No Jamieson‑specific related‑party transactions disclosed; Board reviewed other director interlocks in major JVs and determined not related‑party under Item 404(a).
- RED FLAGS: None evident—no hedging/pledging, no delinquent Section 16 filings cited for Jamieson, no director‑specific related‑party transactions, and director awards are time‑based (no option repricing or tax gross‑ups disclosed).