UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of

the Securities Exchange Act of 1934

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CyrusOne Inc.

(Name of Registrant as Specified In Its Charter)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

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		CYRUSONE INC. 2101 Cedar Springs Road, Suite 900 Dallas, Texas 75201

Notice of Annual Meeting of Stockholders

To our Stockholders:

You are cordially invited to attend the 2019 annual meeting of stockholders of CyrusOne Inc., a Maryland corporation (the “Company” or “CyrusOne”). The purposes of the Annual Meeting are as follows:

Only stockholders of record at the close of business on March 8, 2019 will be entitled to notice of, and to vote at, the annual meeting and any postponement or adjournment thereof.

Your vote is important. Whether or not you plan to attend the meeting, we want to make sure your shares are represented at the meeting. You may cast your vote and submit your proxy in advance of the meeting by internet, telephone or mail.

By Internet

By Phone

By Mail

In Person

(if you received a paper copy in the mail)

Visit www.proxypush.com

Call 866-509-1053

Complete, sign, date and return proxy card

Attend Annual Meeting

By Order of the Board of Directors:

ROBERT M. JACKSON

Executive Vice President, General Counsel and Secretary

March 15, 2019

Important Notice Regarding the Availability of Proxy Materials for the

Annual Stockholder Meeting to be held on April 29, 2019:

The Company’s Proxy Statement and Annual Report are available at:

www.proxypush.com/CONE

Table of Contents

Table of Contents

2019 Proxy Statement				i

2019 Proxy Statement at a Glance

Proxy Statement Summary

Corporate Governance Highlights

Board Independence & Diversity Board Tenure 7 of 8 directors are independent, including the chairman of the Board 2 of 8 directors are female/minority

2019 Proxy Statement				1

Stockholder Engagement We engaged with our stockholders throughout the year in a variety of forums and discussed: Governance Trends Peer Group Composition Board Evaluations Director Succession Planning Compensation Practices Sustainability

2019 Proxy Statement at a Glance

Strategic and Operational Highlights

2018 was a year of continued strong growth, record leasing, and successful expansion of the Company’s reach and portfolio. Specific highlights include:

Performance Highlights

Revenue($MM) 3-Year Cumulative Total Return (2016-2018) 5-Year Cumulative Total Return (2014-2018) Total Enterprise Value $1.7B March 31, 2013 $3.7B Dec. 31, 2015 $8.3B Dec. 31, 2018 Shareholder Shareholder Return Quarterly Dividend per Share

2				2019 Proxy Statement

2019 Proxy Statement at a Glance

2018 Compensation Snapshot

2019 Proxy Statement				3

Proposal 1: Election of Eight Directors

Proposal 1: Election of Eight Directors

At the 2019 annual meeting, we are asking our stockholders to elect the eight directors named below (the “Nominees”) to serve until the 2020 annual meeting and until their respective successors are duly elected and qualified.

Biographical information about the Nominees and the experience, qualifications, attributes, and skills considered by our Nominating and Corporate Governance Committee and the Board of Directors in determining that the Nominee should serve as a director appears below. All of the Nominees currently serve as directors. The Board of Directors anticipates that each of the Nominees will serve, if elected, as a director. However, if any Nominee is unable to serve or declines to do so, the discretionary authority provided in the proxy will be exercised by the proxy holders to vote for a substitute or substitutes nominated by the Board of Directors, or the Board of Directors, on the recommendation of the Nominating and Corporate Governance Committee, may reduce the size of the Board and number of nominees.

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Proposal 1: Election of Eight Directors

Nominees for Election to the Board of Directors

The biographical descriptions below set forth certain information with respect to each of the eight Nominees for election as a director at the annual meeting.

2019 Proxy Statement				5

Proposal 1: Election of Eight Directors

6				2019 Proxy Statement

Proposal 1: Election of Eight Directors

2019 Proxy Statement				7

Proposal 1: Election of Eight Directors

8				2019 Proxy Statement

Proposal 2: Say-on-Pay

Proposal 2: Advisory Vote on Executive Compensation

Pursuant to Section 14A of the Securities Exchange Act, we are asking our stockholders to consider and approve, on an advisory basis, the compensation of the Company’s named executive officers (“NEOs”) as described in this proxy statement (“Say-on-Pay”).

Our executive compensation program rewards performance, supports our business strategies, discourages excessive risk-taking, makes us competitive for top talent among our peers and other relevant enterprises, while at the same time creates an ownership culture that aligns our executives’ interests with the long-term interests of our stockholders. Our Compensation Discussion and Analysis and the related compensation tables describe in detail the components of our executive compensation program and the process by which our Compensation Committee makes executive compensation decisions. Highlights of our program include the following:

At our 2018 annual meeting of stockholders, approximately 86% of the votes were cast in favor of the advisory vote on the 2017 compensation of our NEOs.

2019 Proxy Statement				9

Proposal 2: Say-on-Pay

We are asking our stockholders to approve the following non-binding advisory resolution:

“RESOLVED, that the stockholders of CyrusOne Inc. approve, on an advisory basis, the compensation of CyrusOne Inc.’s named executive officers, as disclosed pursuant to Item 402 of Regulation S-K of the rules of the Securities and Exchange Commission, including the Compensation Discussion and Analysis, Summary Compensation Table and other related tables and disclosures.”

While the vote is non-binding, we highly value the opinions of our stockholders and the Compensation Committee will consider the outcome of this advisory vote in connection with future executive compensation decisions.

The Board has adopted a policy of providing annual advisory votes on the compensation of our NEOs. The next advisory vote is expected to occur at the 2020 Annual Meeting of Stockholders.

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Proposal 3: Ratification of Appointment of Independent Registered Public Accounting Firm

Proposal 3: Ratification of Appointment of Independent Registered Public Accounting Firm

The Audit Committee of the Board of Directors has appointed Deloitte & Touche LLP (“Deloitte”) to serve as the Company’s independent registered public accounting firm for the year ending December 31, 2019, and the Board of Directors is asking stockholders to ratify this appointment. Although current law, rules and regulations, as well as the Audit Committee Charter, require the Company’s independent registered public accounting firm to be engaged, retained and supervised by the Audit Committee, the Board of Directors considers the selection of the independent registered public accounting firm to be an important matter of stockholder concern and is submitting the appointment of Deloitte for ratification by stockholders as a matter of good corporate practice. If the stockholders fail to ratify the appointment, the Audit Committee may reconsider whether or not to retain Deloitte in the future. Deloitte has served as the Company’s independent registered public accounting firm since 2011. Even if the appointment is ratified, the Audit Committee may, in its discretion, appoint a different independent registered public accounting firm.

Fee Disclosure

The following is a summary of the fees billed by Deloitte for professional services rendered for the years ended December 31, 2018 and December 31, 2017:

Audit Fees

“Audit Fees” consist of fees and related expenses billed for professional services rendered for the audit of the financial statements and services that are normally provided by Deloitte in connection with statutory and regulatory filings or engagements. For example, audit fees include fees for professional services rendered in connection with quarterly and annual reports, and the issuance of consents by Deloitte to be named in our registration statements and to the use of their audit report in the registration statements.

Audit-Related Fees

“Audit-Related Fees” consist of fees and related expenses for products and services other than services described under “Audit Fees”, “Tax Fees” and “All Other Fees”. These services included, among others, due diligence related to completed and potential acquisitions, accounting consultations that were not required by statute or regulation and consultations concerning financial accounting and reporting.

Tax Fees

“Tax Fees” consist of fees and related expenses billed for professional services for tax compliance, tax advice and tax planning. These services include assistance regarding federal and state tax compliance and tax planning and structuring.

Pre-Approval Policy

All audit, tax and other services provided to us were reviewed and pre-approved by the Audit Committee or a member of the Audit Committee designated by the full committee to pre-approve such services.

2019 Proxy Statement				11

Proposal 3: Ratification of Appointment of Independent Registered Public Accounting Firm

Generally, the scope of the work to be performed by Deloitte, and the proposed fees associated with the work, are reviewed by management. The proposed work and associated fees are then presented to the Audit Committee for review, and if deemed appropriate, approved. The Audit Committee in its discretion meets with both Deloitte and with management together and, if needed, separately, prior to giving its approval. For approval of minor adjustments to the scope of work or fees, the Audit Committee in its discretion may delegate approval to its chair. The Audit Committee or designated member concluded that the provision of such services by Deloitte was compatible with the maintenance of that firm’s independence in the conduct of its auditing functions.

A representative of Deloitte will be present at the annual meeting, will be given the opportunity to make a statement if he or she so desires and will be available to respond to appropriate questions.

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Audit Committee Report

Audit Committee Report

The following is a report by the Audit Committee regarding the responsibilities and functions of the Audit Committee.

The Audit Committee oversees the Company’s financial reporting process on behalf of the Board of Directors, in accordance with the Audit Committee Charter adopted by the Board. All members of the Audit Committee are independent under SEC rules and NASDAQ listing standards applicable to service on audit committees, and all three members of the Audit Committee are “audit committee financial experts” as defined by SEC rules. Management is responsible for the preparation of the Company’s financial statements and the financial reporting process, including implementing and maintaining effective internal control over financial reporting and for the assessment of, and reporting on, the effectiveness of internal control over financial reporting. The Company’s independent registered public accounting firm, Deloitte, is responsible for expressing an opinion on the conformity of the Company’s audited financial statements and financial statement schedules with accounting principles generally accepted in the United States of America.

The Audit Committee is responsible for the appointment, compensation and oversight of our independent auditor. Deloitte has served as the Company’s independent auditor since 2011. In fulfilling its oversight responsibilities, the Audit Committee reviewed with management and Deloitte the audited financial statements for the year ended December 31, 2018 contained in the Company’s Annual Report on Form 10-K for the year ended December 31, 2018, and discussed with management the quality, not just the acceptability, of the accounting principles, the reasonableness of significant judgments and the clarity of disclosures in the financial statements. The Audit Committee also reviewed and discussed with management and Deloitte the disclosures made in “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and “Controls and Procedures” included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2018.

In addition, the Audit Committee received and discussed the written disclosures and the letter from Deloitte that are required by applicable requirements of the Public Company Accounting Oversight Board regarding the firm’s communications with the Audit Committee concerning independence, discussed with Deloitte the firm’s independence from management and the Audit Committee, and discussed with Deloitte the matters required to be discussed by Auditing Standard No. 16, “Communications with Audit Committees” (as codified, AS 1301). In reviewing the independence of Deloitte, the Audit Committee considers the non-audit fees paid to Deloitte, if any, during the year.

In reliance on the reviews and discussions referred to above, prior to the filing of the Company’s Annual Report on Form 10-K for the year ended December 31, 2018 with the SEC, the Audit Committee recommended to the Board of Directors (and the Board approved) that the audited financial statements be included in such Annual Report for filing with the SEC.

Submitted by the Audit Committee

    of the Board of Directors

Lynn A. Wentworth (Chair)

John W. Gamble, Jr.

William E. Sullivan

2019 Proxy Statement				13

Executive Officers

Executive Officers

For biographical information about Gary J. Wojtaszek, see “Proposal 1: Election of Eight Directors—Nominees for Election to the Board of Directors” above.

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Executive Officers

2019 Proxy Statement				15

Corporate Governance

Corporate Governance

Notable features of our corporate governance structure include the following:

Role of the Board in Risk Oversight

One of the key functions of the Board of Directors is informed oversight of our enterprise risk management process. The Board administers this oversight function directly, with support from the other standing committees of the Board, each of which addresses risks specific to their respective areas of oversight. In particular, among other things, the Audit Committee has the responsibility to consider and discuss our major financial and regulatory risk exposures (including cybersecurity) and the steps our management has taken to identify, assess, monitor and mitigate these exposures, including the process by which risk assessment and management is undertaken. The Audit Committee also oversees and monitors the performance of our internal audit function and the annual internal audit plan and budget, compliance with the Company’s policy on related party transactions, our executives’ compliance with the Company’s code of business conduct and ethics, and the Company’s ethics and compliance reporting helpline. The Compensation Committee oversees succession planning for our executive officers and assesses and monitors whether any of our compensation policies and programs has the potential to encourage excessive risk-taking. The Nominating and Corporate Governance Committee monitors the effectiveness of our corporate governance guidelines and trends and developments in corporate governance. The Transaction Committee assists the Board with its oversight function in reviewing strategic transactions and capital allocations that arise between regularly scheduled Board meetings, as delegated by the Board.

Board Leadership

The Board recognizes that one of its key responsibilities is to evaluate and determine its optimal leadership structure so as to provide independent oversight of management. The Board understands that there is no single, generally accepted approach to providing Board leadership and the right Board leadership structure may vary as circumstances warrant. Consistent with this understanding, the Board of Directors considers its leadership structure on an annual basis.

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Corporate Governance

The Board of Directors may designate a chairman of the Board, who may or may not be an executive chairman. Since June 2014, Alex Shumate has served as our Chairman of the Board of Directors. Based on its most recent review of our leadership structure and the needs of the Company, the Board continues to believe that having Mr. Shumate serving in this position is optimal because it provides our Company with strong, effective and consistent leadership. Furthermore, our corporate governance guidelines provide that it is the Board’s general policy that the positions of Chairman of the Board and CEO should be separate persons as an aid to the Board’s oversight of management. The corporate governance guidelines also require a lead independent director, which since June 2014 has been Mr. Shumate.

In considering its leadership structure, the Board has taken a number of factors into account. The Board, which consists solely of independent directors, other than Mr. Wojtaszek, exercises a strong, self-governing oversight function. Further, the Audit, Compensation, Nominating and Corporate Governance, and Transaction Committees are each comprised entirely of independent directors, enhancing the Board’s oversight function. A number of Board and committee processes and procedures, including regular executive sessions of independent directors and a regular review of our executive officers’ performance, provide substantial independent oversight of our management’s performance. Finally, under our Bylaws and corporate governance guidelines, the Board has the ability to change this structure, should it deem doing so to be appropriate and in the best interests of our Company. The Board believes that these factors provide the appropriate balance between the independent authority of those who oversee our Company and those who manage it on a day-to-day basis.

The Chairman of the Board presides at all meetings of the Board of Directors, unless otherwise prescribed. The Chairman performs such other duties, and exercises such powers, as from time to time shall be prescribed in our Bylaws or by the Board of Directors.

Director Independence

In accordance with the corporate governance listing standards of NASDAQ and our corporate governance guidelines, the Board, upon the recommendation of the Nominating and Corporate Governance Committee that is comprised solely of independent members, affirmatively evaluates and determines the independence of each director and each nominee for election. Based on an analysis of information supplied by the directors, and other information including the matters set forth in “Certain Relationships and Related Transactions,” the Board evaluates whether any director has any relationship which, in the opinion of the Board, would interfere with the exercise of independent judgment in carrying out the responsibilities of a director.

Based on these standards, the Board affirmatively determined that each of the following directors is independent: Alex Shumate, David H. Ferdman, John W. Gamble, Jr., Michael A. Klayko, T. Tod Nielsen, William E. Sullivan and Lynn A. Wentworth. In determining Mr. Klayko’s independence, the Board has considered the Company’s employment of Mr. Klayko’s son-in-law as an account director in the Company’s sales organization, which is permissible under applicable NASDAQ standards for independence and our independence standards, and determined that such employment did not interfere with the exercise of independent judgment by Mr. Klayko in carrying out his responsibilities as a director of the Company. Mr. Klayko’s son-in-law is not an officer of the Company and his employment was reviewed and approved by the Audit Committee of the Board pursuant to the Company’s Policy on Related Party Transactions. For 2018, Mr. Klayko’s son-in-law’s compensation was approximately $126,000 and is disclosed below in “Certain Relationships and Related Transactions – Review and Approval of Transactions with Related Persons”.

The Board determined that Gary J. Wojtaszek is not independent because he is our President & CEO.

Board Meetings

In 2018, the Board of Directors held eight meetings, the Audit Committee held seven meetings, the Compensation Committee held five meetings, and the Nominating and Corporate Governance Committee

2019 Proxy Statement				17

Corporate Governance

held four meetings. The Transaction Committee and the Executive Committee did not meet during 2018. Each director attended over 75% of the meetings of the Board and his or her respective committee(s) in 2018.

Although we do not have a policy requiring directors’ attendance at annual meetings of stockholders, they are expected to do so. Each of our directors attended our 2018 annual meeting of stockholders, except Mr. Shumate who was unable to attend due to travel conflicts.

The Board of Directors regularly meets in executive session, without management present. In addition, the independent directors of the Board and the committees meet regularly in independent sessions without management or non-independent directors present. Generally, these executive sessions follow after each quarterly meeting of the Board and each committee. Alex Shumate, our Chairman and lead independent director, presides over such independent, non-management sessions of the Board. In 2018, the independent directors met at least four times in such independent sessions. As deemed necessary, directors also discuss matters informally between Board and committee meetings.

Board Committees

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Corporate Governance

Each of the committees, other than the Executive Committee, operates pursuant to a written charter which is available on our website at www.cyrusone.com in the “Corporate Governance” section.

Under our corporate governance guidelines, the composition of each of the Audit Committee, the Compensation Committee and the Nominating and Corporate Governance Committee must comply with the rules of the SEC and listing standards and other rules and regulations of NASDAQ. Our corporate governance guidelines define “independent director” by reference to the rules of the SEC and rules, regulations and listing standards of NASDAQ, which generally deem a director to be independent if the director has no relationship that may interfere with the exercise of independent judgment in carrying out such director’s responsibilities, and which further impose heightened requirements of independence for members of the Audit and Compensation Committees.

Each of our committees, other than the Executive Committee, consists entirely of independent directors, and each of the members of the Audit Committee and the Compensation Committee meet applicable heightened requirements for service on such committees.

Board and Committee Evaluations

The Board and each of its committees perform an annual performance evaluation, with each director performing a self-evaluation of his or her Board and committee experiences. The Nominating and Corporate Governance Committee oversees the annual performance evaluation process and considers various methods of performing the same. For 2018, the self-evaluations were conducted through questionnaires prepared by the Corporate Secretary. Generally, the evaluation process described below is managed by the Corporate Secretary’s office with oversight by the Nominating and Corporate Governance Committee to ensure the process remains as thorough and transparent as possible. The annual evaluation includes a review of each Committee’s charter.

q

1 Director Self-Evaluations 2 Review of Feedback 3 Use of FeedbackDirectors complete questionnaires The Corporate Secretary The results are then for their Board experience and reviews the feedback discussed in executive each of the committees they received in the self- sessions at Board meetings belong to and submit them to evaluation questionnaires and in each committee the Secretary. and prepares a summary meeting. The Nominating that highlights aggregate and Corporate Governance results and trends. Committee discusses the self-evaluation process each year to ensure the process remains relevant, thorough and transparent.

2019 Proxy Statement				19

Corporate Governance

Nomination of Directors

Before each annual meeting of stockholders, the Nominating and Corporate Governance Committee considers the nomination of all incumbent directors, and also considers new candidates whenever there is a vacancy on the Board or whenever a vacancy is anticipated due to a change in the size or composition of the Board, a retirement of a director or for any other reason. In addition to considering incumbent directors, the Committee may identify director candidates based on recommendations from any qualified individual or group, including, but not limited to, stockholders, the incumbent directors and members of management. The Committee has, and may in the future, engage the services of third-party search firms to assist in identifying or evaluating director candidates.

The Committee evaluates annually the effectiveness of the Board as a whole, its committees, and of each individual director and identifies any areas in which the Board would be better served by adding new members with different skills, backgrounds or areas of experience.

Candidates also are evaluated based on their understanding of our business and willingness to devote adequate time to carrying out their duties. The Committee also monitors the mix of skills, experience and background to assure that the Board has the necessary composition to effectively perform its oversight function. As listed above, diversity characteristics of the board as a whole and of a particular candidate are one of several factors considered by the Committee when evaluating director candidates. However, a candidate will neither be included nor excluded from consideration solely based on his or her diversity traits. The Committee conducts regular reviews of current directors in light of the considerations described above and their past contributions to the Board of Directors.

The Committee will consider appropriate director candidates recommended by a stockholder, evaluating such candidates on the same basis as any other candidates. We did not receive any recommendations of director candidates or director nominations by stockholders for the 2019 annual meeting.

Recommendations for nominations should be addressed to CyrusOne Inc., 2101 Cedar Springs Road, Suite 900, Dallas, Texas 75201, Attention: Corporate Secretary, indicating the candidate’s qualifications and other relevant biographical information and providing confirmation of the candidate’s consent to serve as a director, if elected. Stockholders may also nominate qualified individuals for election to the Board by complying with the advance notice and other requirements of our current Bylaws regarding director nominations. These requirements are also described under “Stockholder Proposals.”

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Corporate Governance

Majority Voting Resignation Policy for Election of Directors

Our corporate governance guidelines provide that, as a condition to nomination, each director will agree to offer to resign if at a meeting of the stockholders relating to an uncontested election, the director receives a greater number of votes “withheld” than votes “for” such election. The Nominating and Corporate Governance Committee will consider the offer and recommend to the Board whether to accept or reject the offer to resign within 60 days following the certification of the stockholder vote. No later than 90 days following the certification of the stockholder vote, the Board will decide whether to accept the offer to resign. Any director who offers to resign is prohibited from participating in the Nominating and Corporate Governance Committee’s deliberations or recommendation, or in the Board’s deliberations and determination, regarding whether to accept his or her offer of resignation.

Compensation Committee Interlocks and Insider Participation

No member of the Compensation Committee has been an officer or employee of the Company. None of our executive officers serves on the board of directors or compensation committee of a company that has an executive officer that serves on our board of directors or the Compensation Committee.

Corporate Governance Materials Available on Website

We have adopted corporate governance guidelines and a code of business conduct and ethics that applies to all of our executive officers and employees, and each member of the Board of Directors. We anticipate that any amendments or waivers of our code of business conduct and ethics will be posted on our website. The following documents are available on our website at www.cyrusone.com in the “Corporate Governance” area of the “Investors” tab:

Copies of the documents listed above are also available in print to any stockholder who requests them. Requests should be sent to CyrusOne  Inc., 2101 Cedar Springs Road, Suite 900, Dallas, Texas 75201, Attention: Corporate Secretary.

Contacting the Board of Directors

Any party may contact the Board of Directors, any committee of the Board, the independent directors as a group, or any individual director(s), via mail at the address listed below.

[Board of Directors / independent directors / committee / individual director name]

c/o Corporate Secretary

CyrusOne Inc.

2101 Cedar Springs Road, Suite 900

Dallas, Texas 75201

Any party may contact the Board of Directors via e-mail at: boardofdirectors@cyrusone.com

2019 Proxy Statement				21

Corporate Governance

The Audit Committee has adopted a process for anyone to send communications to the Audit Committee with concerns or complaints concerning our Company’s regulatory compliance, accounting, audit or internal controls. Any party may contact the Audit Committee via mail or email at the address listed below:

Chair

Audit Committee

CyrusOne Inc.

2101 Cedar Springs Road, Suite 900

Dallas, Texas 75201

auditcommittee@cyrusone.com

Alternatively, anyone may call our toll-free ethics and compliance helpline at 1-844-348-5823 or visit www.cyrusone.ethicspoint.com.

Relevant communications are distributed to the Board, or to any individual director or directors, as appropriate, depending on the facts and circumstances outlined in the communication. In that regard, the Board of Directors has requested that certain items unrelated to the duties and responsibilities of the Board should be excluded or redirected, as appropriate, such as: business solicitations or advertisements; junk mail and mass mailings; resumes and other forms of job inquiries; spam; and surveys.

In addition, material that is unduly hostile, threatening, potentially illegal or similarly unsuitable will be excluded.

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Board Compensation for 2018

Board Compensation for 2018

We use a combination of cash and equity compensation to attract and retain qualified candidates to serve on the Board. The Compensation Committee periodically reviews non-employee director compensation with the advice of its independent compensation consultant and makes recommendations to the Board for any changes it considers appropriate. During 2017, our Compensation Committee reviewed non-employee director compensation benchmarking data provided by its independent compensation consultant and determined not to make any changes to the program for 2018. The Compensation Committee conducted a similar review during 2018 and determined not to make any change to the program for 2019.

Non-Employee Director Compensation Program

Our non-employee directors have five years from the time they are elected to meet the minimum stock ownership requirements. Directors are also covered by our written policy that prohibits hedging and pledging of Company securities, as described under “Other Compensation-Related Policies” of this proxy statement.

2019 Proxy Statement				23

Board Compensation for 2018

The following table summarizes the compensation that we paid to our non-employee directors in 2018. Our CEO does not receive compensation for his service as a director, and his compensation for service as our CEO is disclosed in the Summary Compensation Table.

2018 Director Compensation Table

As of December 31, 2018, each of our non-employee directors held 2,436 shares of unvested restricted stock and no stock options.

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Executive Compensation

Executive Compensation

Executive Summary

Our long-term success depends on our ability to attract, motivate, focus and retain highly talented individuals who are committed to our vision and strategy. A key objective of our executive compensation program is to create an ownership culture that aligns pay to performance that advances our business strategies and overall stockholder value creation. Other objectives include encouraging high-performing executives to remain with us over the course of their careers. We believe that the amount of compensation for each of our NEOs reflects extensive management experience, continued high performance and exceptional service to CyrusOne. We also believe that our compensation strategies have been effective in attracting executive talent and promoting performance and retention.

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Executive Compensation

Performance Highlights
				Revenue ($MM) 3-Year Cumulative Total Return (2016-2018) 5-Year Cumulative Total Return (2014-2018) 2017 Total Shareholder Return 3-Year Cumulative Total Shareholder Return (2015-2017)

Cumulative Total Return since January 2013 IPO of CyrusOne⁽¹⁾

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Executive Compensation

Compensation Objectives and Governance Highlights

Our fundamental objective is to be outstanding stewards of our stockholders’ capital by creating value on a consistent, long-term basis. Our compensation philosophy is to incentivize thoughtful capital allocation and value creation for our stockholders by attracting and retaining talented executives with competitive pay packages intended to cultivate an ownership culture, to align the compensation for our executive officers with sustainable, consistent, balanced growth and to achieve specific short- and long-term goals set by the Compensation Committee. We use a combination of compensation programs to incent our executive officers to achieve growth and value creation over the short- and long-term. We supplement our pay for performance program with a number of compensation polices intended to encourage an ownership culture and align the interests of management with those of our stockholders. These include:

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Executive Compensation

Alignment of Pay with Performance

Our executive compensation program provides significant alignment between pay and performance by linking a meaningful portion of our NEOs’ total target compensation to the achievement of pre-established financial and strategic goals under our annual incentive bonus program and the Company’s relative total shareholder return (TSR) under our long-term incentive grants. The following charts present the allocation of total pay among different components for our CEO and for our other NEOs as a group, in 2018.

How We Make Compensation Decisions

Role of the Compensation Committee and Management

All compensation for the NEOs (including the CEO) is set by the Compensation Committee annually. The Committee also determines measurements and targets, and performance relative to them, under our annual and long-term incentives for the NEOs. Individual base salaries, and annual and long-term incentive targets, are determined by the Committee after taking into consideration a number of internal and external factors, including the external marketplace and peer group data, the executive’s position and responsibility, the demand for executive talent in the marketplace, the Company’s performance, and the individual’s performance and future potential. The Committee also considers the CEO’s self-performance evaluation when setting the CEO’s compensation and, with respect to each of the other NEOs, the CEO’s recommendations for base salary and annual and long-term incentive targets, as well as actual awards, based on his assessment of their individual performance.

Role of Compensation Consultant and Market Data

For 2018, the Compensation Committee engaged FPL Associates, L.P. (“FPL”) to assist it in the performance of its duties and to make recommendations to the Committee with respect to NEO and director compensation. FPL assisted the Committee in development of the peer group framework for 2018 and advised the Committee on the 2018 base salaries, target bonuses and LTI awards for our NEOs, and benchmarking for our non-employee director compensation program. The Committee also worked with FPL to update our peer group composition and methodology for 2018, taking into account feedback received through our stockholder engagement, and to conduct a competitive market assessment of the compensation elements for each of our executive officers, compared to our peer groups. An FPL consultant attends certain Compensation Committee meetings as requested by the Compensation Committee. FPL has not been engaged by management to perform any other work for the Company. We paid FPL approximately $107,000 in 2018 for their service as a compensation consultant. In 2018, management engaged Ferguson Partners, an executive search firm and an affiliate of FPL, to assist in the search for a chief accounting officer. Ferguson Partners was paid $145,600 in 2018 for their services.

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Executive Compensation

Compensation Consultant Independence Assessment

FPL has served as the Compensation Committee’s compensation consultant since July 2017.

In connection with the engagement of FPL, the Committee requested and received information from FPL addressing its independence and potential conflicts of interest. Information provided by FPL included a description of the Company’s engagement of Ferguson Partners described above. Based on an assessment of these factors, as well as information gathered from directors and executive officers addressing business or personal relationships between directors or executive officers and the consulting firm or the individual consultants, the Committee concluded that FPL is independent and that the work of the consultant, including services provided by Ferguson Partners, did not raise any conflict of interest. The Committee evaluates the independence of FPL at least annually.

Use of Data

The Compensation Committee believes that data plays an important role in the design and implementation of optimal compensation programs. The Committee considers a number of types of internal and external data in making both individual and plan-level compensation decisions. Peer group data plays an important role in our compensation decision making, enabling the Committee to evaluate whether the Company’s compensation policies are aligned with Company performance and providing the Committee a market check of its compensation program design and features. The Committee uses peer groups to maintain an awareness of market data and pay practices, but considers various factors-each as discussed in greater detail below in this Compensation Discussion and Analysis and does not target any element of compensation at a particular percentile or percentile range of the peer group data. Rather, the Committee uses data and the market median as an initial reference point and their judgment in its decision-making process.

Use of Judgment

The Compensation Committee believes that the application of its collective experiences and judgment is as important to excellence in compensation as the use of data and formulae, and the Company’s compensation policies and practices as described herein reflect this belief. Market data provides an important tool for analysis and decision-making. However, the Committee believes that over-reliance on data can give a false illusion of precision. Consequently, the Committee also gives consideration and emphasis to an individual’s personal contributions to the organization, as well as his skill set, qualifications and experience. The Committee also values and seeks to reward performance that develops talent within the Company, embraces the sense of urgency that we believe distinguishes the Company and demonstrates the qualities of imagination and drive that enables a Company executive to resolve longer-term challenges and address important new issues. The Committee believes these and similar qualities and attributes are not easily correlated to typical compensation data, but also deserve consideration and weight in reaching compensation decisions.

Peer Groups

The Compensation Committee evaluates the members of our peer group each year to ensure that they continue to be appropriate. Prior to 2018, our Compensation Committee used three different peer groups in making compensation decisions: a direct competitor peer group, which included competitors against which the company competes for colocation customers; a size based peer group, which included real estate investment trusts that are comparable in size and against which the Company’s financial performance is measured by the real estate investors; and a cloud based technology group, which included companies that provide thought leadership on products which drive colocation decisions for companies such as ours.

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Executive Compensation

In the second half of 2017, after considering feedback from our stockholders received as part of our outreach efforts, the Compensation Committee, with the assistance of FPL, determined to revise our compensation peer groups to take into account our size and our complex business model. Based on a review of market data, with the assistance of FPL, the Compensation Committee determined to use two peer groups for purposes of 2018 compensation decisions:

The table below identifies the companies in each of these peer groups:

*Included in prior year Peer Group

Stockholder Engagement & Say on Pay Vote

We hold annual Say on Pay votes. At our 2018 annual meeting, approximately 86% of the votes cast were in favor of the Company’s executive compensation for fiscal 2017. We continue to maintain an active dialogue with our stockholders regarding our executive compensation program. In 2018, our Compensation Committee chair held individual meetings with five of our top 10 largest stockholders. Since the beginning of 2017, our Board, primarily through the Compensation Committee, has held individual meetings with stockholders who collectively owned approximately 60% of our outstanding stock. We remain committed to listening to feedback from our stockholders and will continue to actively engage with our investors to solicit feedback on our executive compensation program (such as questions about our peer groups, which led to the peer group changes described above) and governance practices generally.

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Executive Compensation

2018 Executive Compensation Components

Fixed compensation Variable compensation

Base Salary

Policy and Process. Base salary, which under our compensation program is market-derived and market-driven, represents the fixed component of our executive officer compensation program paid in cash. The main purpose of base salary compensation is to provide cash compensation levels sufficient to attract and retain executive officers. Base salary is targeted to be approximately 10% to 30% or less of total target annual compensation opportunity for each of the NEOs. The actual percentages will vary from year to year based on each NEO’s performance, as well as the Company’s performance, within that year. Because one of the primary objectives of our executive compensation program is to instill an ownership mentality, the base salary component constitutes a smaller percentage of total compensation than incentive-based compensation. On an annual basis, the Compensation Committee reviews the base salary of each of the NEOs and considers adjustments to place executive officer base salary in a position approximately equal to the median base salary paid to similarly situated executives of the peer group companies, subject to further adjustment for individual performance and personal contributions.

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Executive Compensation

2018 Base Salaries. The table below summarizes the base salaries approved for each of our NEOs. The Compensation Committee reviews base salaries annually as part of its annual compensation review. In February 2018, the Committee approved an increase for all of our NEOs other than our CEO, based on a review of market and benchmarking data.

Annual Incentive Bonus Opportunity

Policy and Process. Our annual incentive bonus awards are designed to encourage our executive officers to pursue annual goals that will inure to the benefit of our Company and stockholders in both the short- and long-term. Annual incentive bonus award opportunities are intended to reward NEOs whose contributions improve the operational performance of our existing portfolio and the Company, enhance short-term strategic goals and generate new business opportunities and investments, all of which are intended to create stockholder value over the long-term.

Each of our NEOs participated in our annual incentive bonus plan for 2018, pursuant to which each NEO had an opportunity to earn additional cash compensation based on achievement of pre-established financial goals (weighted 80%) and individual performance (weighted 20%).

The Compensation Committee reviewed the bonus targets, as a percentage of base salary, of our NEOs in February 2018 as part of its annual compensation review and determined no adjustments were necessary for 2018. The annual incentive target remained 175% of base salary for our CEO and 100% of base salary for other NEOs.

The table below depicts the annual incentive bonus opportunity for each NEO for 2018:

Amounts in table above assume annualized 2018 base salary rates. Each NEO’s actual bonus is calculated using actual salary earned for 2018, as reported in the Salary Column of the 2018 Summary Compensation Table.

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Executive Compensation

Financial Goals. The following graphs show the threshold, target, maximum and actual performance levels for each financial component of the 2018 bonus opportunities for our NEOs, in millions:

Revenue: The Compensation Committee considers revenue to be an important indicator of financial performance. It also is a metric typically evaluated by investors and analysts and is used by many of our peers to evaluate performance. The revenue target established for 2018 was approximately 20% higher than the actual revenue for 2017 ($809.5M vs. $672M). Actual revenue for 2018 was $821.4 million.
Normalized FFO(1): The Compensation Committee considers Normalized FFO, or NFFO, to be an important indicator of the Company’s overall financial performance. It also is a metric typically used by investors and analysts, as well as many of our peers, to evaluate performance. The Normalized FFO target established for 2018 was approximately 16% higher than the actual Normalized FFO results for 2017 ($324M vs. $278.9M). Actual Normalized FFO for 2018 was $332.3 million.   (1)  Normalized NFFO is calculated from the Company’s financial statements as set forth in Appendix A.

The Compensation Committee exercised discretion and determined to adjust the original revenue and Normalized FFO targets to exclude budgeted revenue from the planned acquisition of Zenium due to the delayed closing date of the acquisition as a result of the timing of required regulatory review.

In determining payouts, the following sliding scale is applied to the financial performance targets, with data between points interpolated on a straight-line basis.

Based on this, the Company’s performance relative to the financial goals resulted in a weighted payout of 91.7% of target on the financial component, which accounts for 80% of each NEO’s target bonus opportunity.

Individual Performance. The remaining 20% of each NEO’s annual bonus opportunity relates to his or her individual performance and contributions relative to the Company’s achievement of the financial performance measures. Based on the Company’s above-target performance on the financial goals, the Compensation Committee approved the payout of the individual performance component for Mr. Wojtaszek at above-target, and at or above-target for the other NEOs, as reflected in the table below.

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Executive Compensation

2018 Annual Incentive Bonus Payouts. Actual payouts to the named executive officers reflect the Company’s attainment of the financial goals and a qualitative assessment of each NEO’s individual accomplishments and contributions to the Company’s performance. The following table sets forth the award earned by each NEO under the 2018 annual incentive bonus plan (and, for reference, under the 2017 annual incentive bonus plan):

Long-Term Incentives

Policy and Process. The third component of NEO compensation is targeted toward providing rewards for long-term stockholder value creation. The Compensation Committee believes that long-term incentive awards are the component of executive compensation best suited to promote retention and create an ownership culture that closely aligns the interests of the executive officers with those of our stockholders. Accordingly, at the target level, long-term incentive awards constitute the highest targeted percentage of any of the compensation components paid to each of our NEOs.

Long-Term Incentive Compensation Program. We believe that outstanding long-term performance is achieved through an ownership culture that encourages a focus on long-term stockholder value creation by our executive officers through the use of equity-based awards. In particular, the Compensation Committee and the Board feel that one way to align the Company’s strategy with the executive long-term incentive compensation is to tie the awards directly to the returns provided to our stockholders. As such, long-term incentive (“LTI”) awards are made annually under our long-term incentive compensation programs.

In selecting relative TSR as the sole performance metric for the 2018 (and 2017) awards, the Compensation Committee considered relevant peer data as well as market practices. The Compensation Committee believes TSR is widely accepted by investors and demonstrates the strong alignment between executive pay and performance. LTI awards granted in 2015 and 2016 also included a return on assets (“ROA”) metric. In that regard, the Compensation Committee believes that TSR is more directly focused on stockholder returns, and the elimination of the ROA metric also removes volatility associated with acquisitions that remain part of the Company’s growth strategy.