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Incentive Plans | 3 Months Ended
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Mar. 31, 2022
Incentive Plans |
Incentive Plans | 12. Incentive Plans 2014 Incentive Award Plan The Company provides incentive awards in the form of common stock or awards convertible into common stock pursuant to the Digital Realty Trust, Inc., Digital Services, Inc. and Digital Realty Trust, L.P. 2014 Incentive Award Plan, as amended (the “Incentive Plan”). The major categories of awards that can be issued under the Incentive Plan include: Long-Term Incentive Units (“LTIP Units”): LTIP Units, in the form of profits interest units of the Operating Partnership, may be issued to eligible participants for the performance of services to or for the benefit of the Operating Partnership. LTIP Units (other than Class D units), whether vested or not, receive the same quarterly per-unit distributions as Operating Partnership common units. Initially, LTIP Units do not have full parity with common units with respect to liquidating distributions. However, if such parity is reached, vested LTIP Units may be converted into an equal number of common units of the Operating Partnership at any time. The awards generally vest over periods between two and four years. Service-Based Restricted Stock Units: Service-based Restricted Stock Units, which vest over periods between two and four years, convert to shares of Digital Realty Trust, Inc.’s common stock upon vesting. ​ Performance-Based Awards (“the Performance Awards”): Performance Awards in the form of Class D units of the Operating Partnership and Restricted Stock Units covering shares of Digital Realty Trust, Inc.’s common stock may be issued to officers and employees of the Company. Depending on the award, the total number of units that qualify to fully vest is determined based on either a market performance criterion (“Market-Based Performance Awards”) or financial performance criterion (“Financial-Based Performance Awards”). Market-Based Performance Awards. The percentage of the total number of units that performance vest for Market-Based Performance Awards is determined by comparing the Company’s total shareholder return (“TSR”) relative to the MSCI US REIT Index (“RMS”) over a three-year period. The awards then have a time-based vesting element that allows for 50% of the performance-vested units to fully vest in the immediately following year and 50% of the performance-vested units to fully vest in the next-subsequent year. The fair value of these awards is determined using a Monte Carlo simulation to estimate the probability of the market vesting condition being satisfied. Achievement of the market performance condition is measured based on the difference between Digital Realty Trust, Inc.’s TSR percentage and the TSR percentage of the RMS as is shown in the subsequent table (the “RMS Relative Market Performance”). ​
​ | ​ | ​ | ​ | ​ | ​
​ | ​ | ​ | ​ | Market
​ | ​ | 2021-2022 | ​ | Performance
​ | ​ | RMS Relative | ​ | Vesting
Level | ​ | Market Performance | ​ | Percentage
Below Threshold Level | ​ | ≤ -500 basis points | ​ | 0 | %
Threshold Level | ​ | -500 basis points | ​ | 25 | %
Target Level | ​ | 0 basis points | ​ | 50 | %
High Level | ​ | ≥ 500 basis points | ​ | 100 | %
​ If the RMS Relative Market Performance falls between the levels specified in the above table, the percentage of the award that will vest with respect to the market condition will be determined using straight-line linear interpolation between such levels. ​ 2019 Awards Following the completion of the applicable Market Performance Period, in January 2022, the Compensation Committee made the following determinations regarding the vesting of these awards:
| ● | The RMS Relative Market Performance fell between the target and high levels for the 2019 awards and accordingly, 239,436 Class D units and 70,721 Restricted Stock Units performance vested and qualified for time-based vesting.
| ● | The number of performance-vested Class D units included 18,966 distribution equivalent units that immediately vested on December 31, 2021.
| ● | On February 27, 2022, 50% of the 2019 awards vested and the remaining 50% will vest on February 27, 2023, subject to continued employment through the applicable vesting date.
The grant date fair value of the Market-Based Performance Awards was approximately $12.3 million and $25.0 million for the three months ended March 31, 2022 and 2021, respectively. This amount will be recognized as compensation expense on a straight-line basis over the expected service period of approximately four years. ​ Financial-Based Performance Awards. On March 4, 2022, the Company granted Financial-Based Performance Awards, based on growth in core funds from operation (“Core FFO”) during the three-year period commencing on January 1, 2022. The awards then have a time-based vesting element consistent with the Market-Based Performance Awards discussed above. For these awards, fair value is based on market value on the date of grant and compensation cost is recognized based on the probable achievement of the performance condition at each reporting period. The grant date fair value of these awards is $12.3 million, based on the Company’s closing stock price at the grant date. ​ Other Items: In addition to the LTIP Units, service-based Restricted Stock Units and Performance Awards described above, one-time grants of time and/or performance-based Class D units and Restricted Stock Units were issued in connection with the Company’s combination with InterXion Holding N.V. These awards vest over a period of two and three years based on the attainment of performance metrics related to the successful integration of the Interxion business and continued service. As of March 31, 2022, approximately 5.0 million shares of common stock, including awards that can be converted to or exchanged for shares of common stock, remained available for future issuance under the Incentive Plan. Each LTIP unit and each Class D unit issued under the Incentive Plan counts as one share of common stock for purposes of calculating the limit on shares that may be issued under the Incentive Plan and the individual award limits set forth therein. Below is a summary of our compensation expense and our unearned compensation (in millions):
​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | Expected
​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ |  | ​ | ​ |  | ​ | ​ |  | period to
​ | ​ | Deferred Compensation |  | Unearned Compensation |  | recognize
​ | ​ | Expensed | ​ | Capitalized | ​ | As of | ​ | As of |  | unearned
​ |  | Three Months Ended March 31, | ​ | March 31, | ​ | December 31, |  | compensation
Type of incentive award |  | 2022 |  | 2021 |  | 2022 |  | 2021 |  | 2022 |  | 2021 |  | (in years)
Long-term incentive units | ​ | $ | 5.2 | ​ | $ | 4.2 | ​ | $ | — | ​ | $ | 0.1 | ​ | $ | 38.4 | ​ | $ | 19.8 |  | 2.5
Performance-based awards | ​ |  | 5.0 | ​ |  | 6.2 | ​ |  | 0.2 | ​ |  | 0.4 | ​ |  | 54.4 | ​ |  | 39.2 |  | 2.6
Service-based restricted stock units | ​ |  | 5.3 | ​ |  | 6.0 | ​ |  | 1.0 | ​ |  | 0.7 | ​ |  | 75.6 | ​ |  | 44.5 |  | 3.0
Interxion awards | ​ | ​ | 0.9 | ​ | ​ | 10.5 | ​ | ​ | — | ​ | ​ | — | ​ | ​ | 5.9 | ​ | ​ | 8.5 | ​ | 1.3
​ Activity for LTIP Units and service-based Restricted Stock Units for the three months ended March 31, 2022 is shown below. ​
​ | ​ | ​ | ​ | ​ | ​
​ |  | ​ |  | Weighted-Average
​ | ​ | ​ |  | Grant Date Fair
Unvested LTIP Units | ​ | Units |  | Value
Unvested, beginning of period |  | 250,468 | ​ | $ | 132.66
Granted |  | 153,085 | ​ |  | 155.90
Vested |  | (112,666) | ​ |  | 126.98
Cancelled or expired |  | — | ​ |  | —
Unvested, end of period |  | 290,887 | ​ | $ | 147.09
​ ​
​ ​ | ​ | ​ | ​ | ​ | ​
​ | ​ | ​ | ​ | Weighted-Average
​ | ​ | ​ |  | Grant Date Fair
Unvested Restricted Stock Units |  | Shares |  | Value
Unvested, beginning of period |  | 509,369 | ​ | $ | 129.52
Granted |  | 283,852 | ​ |  | 139.68
Vested |  | (104,647) | ​ |  | 123.80
Cancelled or expired |  | (25,344) | ​ |  | 131.82
Unvested, end of period |  | 663,230 | ​ | $ | 134.69
​

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