Item 5.02. Departure of Directors or Certain Officers; Election of Directors;


           Appointment of Certain Officers; Compensatory Arrangements of Certain
           Officers.

As previously disclosed, on December 13, 2022, the Board of Directors (the "Board") of Digital Realty Trust, Inc. appointed Andrew P. Power to serve as the Chief Executive Officer of the company and as a member of the Board.

In connection with Mr. Power's appointment as Chief Executive Officer, on December 30, 2022, the Compensation Committee of the Board approved an annual base salary for Mr. Power equal to $800,000 and a target and maximum annual bonus equal to 200% and 400%, respectively, of his base salary, in each case, effective as of the date of Mr. Power's appointment on December 13, 2022.

In addition, on December 30, 2022, the Compensation Committee approved the grant of 2023 annual equity awards to Mr. Power consisting of time-vesting long-term incentive units in our operating partnership valued at $3,400,000 and performance-vesting Class D units in our operating partnership valued at $2,550,000 (based on target performance, with maximum performance equal to 200% of target). The time-vesting long-term incentive units are subject to vesting in annual installments over a four-year period with the first vesting date on February 27, 2024, subject to Mr. Power's continued service with the company. The performance-vesting Class D units are subject to vesting based on our total stockholder return over a three-year performance period measured relative to the MSCI US REIT Index (RMS) over the performance period, subject to Mr. Power's continued service with the company. The annual equity awards were granted on January 1, 2023.

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