Item 5.02Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On March 4, 2022, the Compensation Committee of the Board of Directors of Digital Realty Trust, Inc. (the “Company”) granted each of our named executive officers (the “executives”) an award of performance-based Class D profits interest units (“Class D Units”) of Digital Realty Trust, L.P. (the “Operating Partnership”), as set forth below (collectively, the “awards”). The awards were granted under the Digital Realty Trust, Inc., Digital Services, Inc. and Digital Realty Trust, L.P. 2014 Incentive Award Plan, as amended (the “Plan”). The material terms and conditions of the awards are described below.

General. Pursuant to the awards, each executive is eligible to vest in a number of Class D Units ranging from 0% to 100% of the total “base” Class D Units granted, based on the attainment of specified performance metrics relating to core funds from operation (“Core FFO”) during the three-year period commencing on January 1, 2022 and ending on December 31, 2024 or, if earlier, ending on the date on which a change in control (as defined in the Plan) occurs (the “Performance Period”), subject to the executive’s continued service. Class D Units are subject to the applicable terms and conditions of the Nineteenth Amended and Restated Agreement of Limited Partnership of the Operating Partnership (as amended, the “Partnership Agreement”).

The number of “base” Class D Units granted to the named executive officers are set forth in the following table:

Performance Vesting. In the event that the Company achieves Core FFO per share during the Performance Period at the “threshold,” “target” or “high” level as specified in the applicable award agreement, the “base” Class D Units will become performance-vested with respect to a percentage of such units, as follows:

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*If performance falls between the levels specified above, the performance vesting percentage will be determined using straight-line linear interpolation between such levels.

With respect to each award of Class D Units, an additional number of Class D Units subject to the award (the “distribution equivalent units”) having a value equal to the dividends that would have been paid during the Performance Period on the shares of common stock corresponding to the base units that become performance-vested (less any actual distributions made with respect to such units) will vest in full as of the completion of the Performance Period. For purposes of calculating the number of distribution equivalent units, the dividend amount will be adjusted (plus or minus) to reflect the gain or loss on such amount had the dividends been reinvested in common stock of the Company on the applicable payment date.

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Following the completion of the Performance Period, the Plan administrator will determine the number of Class D Units (and corresponding distribution equivalent units) that have become performance-vested. Upon the completion of the Performance Period, any performance-vested Class D Units will become fully vested and cease to be subject to forfeiture with respect to 50% of such units on February 27, 2025 and with respect to the remaining 50% of such units on February 27, 2026, subject to the executive’s continued service through the applicable vesting date.

Change in Control. In the event of a change in control of the Company, all then-outstanding performance-vested Class D Units (if any), including any Class D Units that become performance-vested in connection with the change in control, will become fully vested and cease to be subject to forfeiture as of the date of the change in control, subject to the executive’s continued service until at least immediately prior to the change in control.

Certain Terminations of Service. Except as otherwise described below, any Class D Units that have not fully vested as of the date on which an executive’s service terminates for any reason will be cancelled and forfeited by the executive.

If an executive’s service terminates due to disability (or, with respect to each executive who is not a party to an Executive Severance Agreement with the Company, due to such executive’s death)  prior to the completion of the Performance Period, the award will remain outstanding and eligible to become performance-vested in accordance with the performance vesting schedule described above, and any Class D Units that become performance-vested as of the completion of the Performance Period will be fully vested at such time. Any Class D Units that do not become fully vested will be cancelled and forfeited upon the completion of the Performance Period.

For each executive who is a party to an Executive Severance Agreement with the Company, if such executive’s service terminates due to his death prior to the completion of the Performance Period, then (i) if such termination occurs on or prior to the second anniversary of the  grant date, the award will become fully vested with respect to the number of Class D Units that would have become performance-vested as of the completion of the Performance Period at the “target” level and (ii) if such termination occurs after the second anniversary of the grant date, the award will remain outstanding and eligible to become performance-vested in accordance with the performance vesting schedule described above, and any Class D Units that become performance-vested as of the completion of the Performance Period will be fully vested at such time. Any Class D Units that do not become fully vested will be cancelled and forfeited upon the completion of the Performance Period.

If an executive’s service is terminated by the Company or an affiliate thereof other than for “cause” or by the executive for “good reason” (or, with respect to each executive who is not a party to an Executive Severance Agreement with the Company, due to such executive’s “retirement”) (each such term as defined in the applicable award agreement), in any case, prior to the completion of the Performance Period, the award will remain outstanding and eligible to become performance-vested in accordance with the performance vesting schedule described above, and the number of Class D Units that vest in full upon the completion of the Performance Period will be determined on a pro rata basis, based on the number of days that the executive was employed during the Performance Period. Any Class D Units that do not become fully vested will be cancelled and forfeited upon the completion of the Performance Period.

For each executive who is a party to an Executive Severance Agreement with the Company, in the event of such executive’s “retirement” prior to the completion of the Performance Period, if the Company either (A) fails to offer the executive a “consulting agreement” (as defined in the applicable award agreement) immediately following the executive’s retirement, or (B) enters into a consulting agreement with the executive and then terminates the consulting agreement and the consulting relationship established thereby without “cause” (as defined in the consulting agreement), the award will remain outstanding and eligible to become performance-vested in accordance with the performance vesting schedule described above, and any Class D Units that become performance-vested as of the completion of the Performance Period will be fully vested at such time. Any Class D Units that do not become fully vested will be cancelled and forfeited upon the completion of the Performance Period.

If, after the completion of the Performance Period, an executive’s service is terminated due to the executive’s death or disability, by the Company or an affiliate thereof other than for cause, by the executive for good reason or due to the executive’s retirement, in any case, any outstanding performance-vested Class D Units will vest in full upon such termination.

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The foregoing description of the awards is qualified in its entirety by the full text of the award agreements, the forms of which  will be filed as exhibits to the Company’s and the Operating Partnership’s combined Quarterly Report on Form 10-Q for the quarter ending March 31, 2022.

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