(Bloomberg) -- Digital Realty Trust Inc.’s former board chairman resigned, days before he was set to be replaced, citing a disagreement with fellow directors at the data center company over governance practices including claims that one board member asked him to find a way to remove two female directors.
Laurence Chapman resigned as a director in a June 4 letter to the board, listing governance issues that he said reflected poorly on the board. His assertions ranged from concerns with the selection of directors to CEO succession plans and his replacement as chairman last year. Digital Realty included the comments Wednesday in a regulatory filing.
Chapman, 73, said that while he was chairman, he had asked three directors not to run for re-election as part of a plan for board succession. He cited one specific incident when he received a call from director Mark Patterson “saying I needed to get ‘those two women’ off the board” in reference to two female directors appointed in 2020. Chapman said there were other issues with the director’s behavior, which he didn’t specify.
Patterson said in an emailed statement that he disagreed with many of the assertions in the letters and believed in Digital Realty’s strong corporate governance practices.
In the letter, Chapman said he fully supports Digital Realty’s management team and the steps it’s taking to transform the company and address liquidity concerns. His 19-year tenure on the board was due to end Thursday, the day of the company’s annual meeting.
Digital Realty said in the filing that it believes its governance policies and practices are “compliant and robust, including numerous improvements in recent years.” The company also said the board remains focused on governance matters, “including periodic board refreshment to provide diversity, fresh thinking and new perspectives.” The company added in a separate statement that it disagreed with many of the assertions in Chapman’s letters.
Chapman also wrote that his replacement as board chairman last May didn’t follow proper board procedures, nor did a November plan to replace the chief executive officer. He said he supported the board’s choice for a new CEO in 2023, but that his concern was that the process wasn’t transparent. He also said the board’s decision in February that he wouldn’t be included in the slate for re-election at the Thursday annual meeting didn’t follow best practices. He declined to comment further.
Digital Realty, led by CEO Andy Power, has a market value of about $30 billion.
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