DigitalBridge Group, Inc DEF 14A, filed Apr 7, 2023

About this DEF 14A

DigitalBridge Group, Inc. (DBRHP)

DEF 14A 2023-04-07

View Original

Added on June 12, 2026

By Internet

By Telephone

By Mail

Dial toll-free to vote 24/7

Cast your ballot, sign your proxy

card and send by pre-paid mail

DigitalBridge Group, Inc filed this DEF 14A on April 7, 2023.

Search and read filings like this one from Claude or ChatGPT with the SEC filings MCP server →


	Date and Time		Virtual Meeting via Live Audio Webcast		Record Date
May 11, 2023 11:00 a.m., Eastern Time		https://web.lumiagm.com/286413441 Webcast Passcode: digitalbridge2023		You can vote if you are a stockholder of record on March 15, 2023.

Items of Business
1	Election of Directors	To elect 9 directors nominated by our Board of Directors to serve until the 2024 Annual Meeting of Stockholders and until his or her successor is duly elected and qualified;
2	Advisory Vote on Executive Compensation	To approve, on a non-binding, advisory basis, named executive officer compensation;
3	Advisory Vote on the Frequency of Future Advisory Votes on Executive Compensation	To recommend, on a non-binding, advisory basis, the frequency of the advisory vote on named executive officer compensation;
4	Charter Amendment	To consider and vote upon an amendment to our articles of amendment and restatement, as amended and supplemented, to decrease the number of authorized shares of common stock;
5	Ratification of Independent Registered Public Accounting Firm	To ratify the appointment of Ernst & Young LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2023; and
6	Other Business	Transact any other business that may properly come before the 2023 Annual Meeting or any postponement or adjournment of the 2023 Annual Meeting.



1	PROXY SUMMARY
1	2023 Annual Meeting
2	2022 Year in Review
3	Stockholder Engagement
4	Commitment to Environmental, Social & Governmental (ESG) Initiatives
8	Corporate Governance Highlights


9	PROPOSAL NO. 1: ELECTION OF DIRECTORS
10	Board of Directors
20	Corporate Governance
25	Information about our Board of Directors and its Committees
27	Director Compensation


31	EXECUTIVE OFFICERS


33	PROPOSAL NO. 2: NON-BINDING, ADVISORY VOTE TO APPROVE NAMED EXECUTIVE OFFICER COMPENSATION


34	COMPENSATION COMMITTEE REPORT


35	COMPENSATION DISCUSSION AND ANALYSIS
35	Executive Compensation Program
48	Compensation Tables and Related Narrative
51	Discussion of Summary Compensation and Grants of Plan-Based Awards Tables
60	Equity Compensation Plan Information


68	SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
68	Ownership of Equity Securities of the Company by Directors and Executive Officers
69	Ownership of Equity Securities of the Company by 5% Stockholders


71	PROPOSAL NO. 3: ADVISORY VOTE ON THE FREQUENCY OF THE ADVISORY VOTE ON NAMED EXECUTIVE OFFICER COMPENSATION



72	PROPOSAL NO. 4: AMENDMENT TO OUR CHARTER TO DECREASE THE NUMBER OF AUTHORIZED SHARES OF COMMON STOCK


74	PROPOSAL NO. 5: RATIFICATION OF APPOINTMENT OF OUR INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM


75	AUDIT COMMITTEE REPORT


76	INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM'S FEES


77	CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
77	Policy for Review of Related Party Transactions


80	FREQUENTLY ASKED QUESTIONS AND ANSWERS
80	Questions and Answers about the 2023 Annual Meeting and Voting
84	Attend Our 2023 Annual Meeting of Stockholders


85	OTHER INFORMATION
85	Stockholder Proposals and Director Nominations for 2024
85	Annual Report
86	Where You Can Find More Information
86	Eliminating Duplicate Mailings
86	Incorporation by Reference


Exhibit A	Authorized Share Decrease Amendment


A-1	APPENDIX A: PROXY CARD


	Date and Time		Place via Live Audio Webcast
May 11, 2023, at 11:00 a.m., Eastern Time		https://web.lumiagm.com/286413441; passcode: digitalbridge2023 (unique 11-digit control number required)


	Voting		Technical Support for the 2023 Annual Meeting
Only holders of record of the Company’s Class A common stock, $0.04 par value per share (“Class A common stock”) and Class B common stock, $0.04 par value per share (“Class B common stock,” and together with Class A common stock, our “common stock”), as of the close of business on March 15, 2023, the record date, will be entitled to notice of and to vote at the 2023 Annual Meeting of Stockholders (the “2023 Annual Meeting”). Each share of Class A common stock entitles its holder to one vote. Each share of Class B common stock entitles its holder to 36.5 votes.		If you have difficulty accessing the virtual 2023 Annual Meeting, technicians will be available to assist you via the following toll free phone number (800) 937-5449.

Proposal		Board Recommendation		For More Information
1	To elect 9 directors nominated by our Board of Directors to serve until the 2024 Annual Meeting of Stockholders and until his or her successor is duly elected and qualified		FOR each of the nominees listed on the enclosed proxy card	Page 9
2	To approve, on a non-binding, advisory basis, named executive officer compensation		FOR	Page 33
3	To recommend, on a non-binding, advisory basis, the frequency of the advisory vote on named executive officer compensation		ONE YEAR	Page 71
4	To consider and vote upon an amendment to our articles of amendment and restatement, as amended and supplemented (“Charter”), to decrease the number of authorized shares of common stock		FOR	Page 72
5	To ratify the appointment of Ernst & Young LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2023		FOR	Page 74

2022 Progress
Governance	■ Enhanced portfolio company ESG data collection systems and disclosures to meet rising regulatory and investor expectations
	■ Provided detailed, expanded quarterly ESG reporting and updates to the Nominating and Corporate Governance Committee and the full Board
	■ Increased our support and resources available to portfolio companies on ESG issues
Climate Change	■ Updated our Net Zero strategy to align with the changing requirements of SBTi
	■ Advised our portfolio companies on adjusting their climate roadmaps in light of changed SBTi requirements and continued supporting their work in advancing their climate strategies
	■ Reported our climate-related risk management approach informed by guidance from the Task Force on Climate-Related Financial Disclosure for the second year
Diversity, Equity and Inclusion	■ Adopted and communicated a DEI Policy identifying four focus areas and ten supporting commitments, with input from our employees and broader stakeholders
	■ Joined the Institutional Limited Partners Association Diversity in Action initiative
	■ Our Chief Executive Officer signed the CEO Action for Diversity and Inclusion Pledge
	■ 90% of our Summer Internship Program participants were from groups historically underrepresented in finance
	■ 45% of new full-time employees hired in 2022 were female
Transparency	■ Issued our second ESG Report that contains disclosures based on the Sustainability Standards Board (SASB) Standards for Real Estate and Telecommunication Services
	■ More than one third of DigitalBridge portfolio companies have now published ESG reports or websites
Human Capital	■ Expanded the Summer Internship Program to 23 interns across six offices working in seven business units
	■ Launched our Inaugural Analyst Program with four analysts—all sourced from our Summer Internship Program
	■ Created a Careers and Compensation panel to attract and retain talent, including those from groups historically underrepresented in finance
	■ Increased guidance in our talent management software and learning solution
	■ Launched our first Employee Resource Group, a book club focused on fostering a better understanding of diversity, equity and inclusion

✓	No classified board⁽¹⁾	✓	Opted out of MUTA⁽¹⁾
✓	Majority voting standard for election of directors	✓	Favorable stockholder rights⁽²⁾
✓	Anti-hedging/pledging policy	✓	Stock ownership guidelines for directors and officers


■ James Keith Brown	■ Nancy A. Curtin	■ Jeannie H. Diefenderfer


■ Jon A. Fosheim	■ Marc C. Ganzi	■ Gregory J. McCray


■ Sháka Rasheed	■ Dale Anne Reiss	■ David M. Tolley

	Brown	Curtin	Diefenderfer	Fosheim	Ganzi	McCray	Rasheed	Reiss	Tolley
CEO/Executive Leadership	■	■	■	■	■	■		■	■
Qualified Financial Expert				■				■	■
Digital			■		■	■	■		■
Capital Markets	■	■		■	■		■	■	■
Investment/ Portfolio Management	■	■		■	■	■	■	■	■
Risk Management	■	■	■		■	■		■	■
Legal/Regulatory		■		■	■			■

Name	Audit	Compensation	Nominating & Corporate Governance
J. Braxton Carter⁽¹⁾
Nancy A. Curtin⁽²⁾
Jeannie H. Diefenderfer
Jon A. Fosheim
Gregory J. McCray
Sháka Rasheed
Dale Anne Reiss
David M. Tolley

Non-Employee Directors’ Fees		Annual Cash Retainers ($)	Annual Stock Award ($)
Cash Retainer		100,000
Additional cash retainer for Chairperson⁽¹⁾		125,000
Additional cash retainer for Committee Chairpersons:
■	Audit Committee	25,000
■	Compensation Committee	20,000
■	Nominating & Corporate Governance Committee	20,000
Additional cash retainer for Committee Members (other than Chairperson):
■	Audit Committee	15,000
■	Compensation Committee	10,000
■	Nominating & Corporate Governance Committee	10,000
Granted promptly following annual re-election, subject to one-year vesting condition⁽²⁾			175,000

Name	Fees Earned or Paid in Cash⁽¹⁾ ($)	Stock Awards⁽²⁾ ($)	All Other Compensation ($)	Total ($)
J. Braxton Carter	323,000	175,003	—	498,003
Nancy A. Curtin	438,000	175,003	—	613,003
Jeannie Diefenderfer	297,316	175,003	—	472,319
Jon A. Fosheim	298,000	175,003	—	473,003
Gregory J. McCray	235,000	175,003	—	410,003
Sháka Rasheed	295,000	175,003	—	470,003
Dale Anne Reiss	192,000	175,003	—	367,003
John L. Steffens⁽³⁾	184,564	57,310	—	241,874
David M. Tolley⁽⁴⁾	42,120	119,386	—	161,506

Name	Annual Fees	Special Committee Fees	Total Fees
J. Braxton Carter	135,000	188,000	323,000
Nancy A. Curtin	225,000	213,000	438,000
Jeannie Diefenderfer	123,316	174,000	297,316
Jon A. Fosheim	135,000	163,000	298,000
Gregory J. McCray	120,000	115,000	235,000
Sháka Rasheed	125,000	170,000	295,000
Dale Anne Reiss	135,000	57,000	192,000
John L. Steffens⁽³⁾	79,564	105,000	184,564
David M. Tolley⁽⁴⁾	42,120	—	42,120

Title	Guideline
Non-Executive Directors	●●●●	A multiple of 4x annual director cash base retainer

Name	Age	Position
Marc C. Ganzi	51	Chief Executive Officer
Benjamin J. Jenkins	52	President and Chief Investment Officer
Jacky Wu	40	Executive Vice President, Chief Financial Officer and Treasurer
Ronald M. Sanders	59	Executive Vice President, Chief Legal Officer and Secretary
Liam Stewart	45	Chief Operating Officer
Sonia Kim	49	Managing Director and Chief Accounting Officer

		What We Do
	✔	*Pay for performance.* The vast majority of total compensation, including payments from incentive fee allocations, is tied to performance (i.e., there are minimum incentive targets, but not guaranteed minimum payments) and salaries comprise a relatively small portion of each executive’s overall compensation opportunity.
	✔	*Long-term alignment with stockholders.* Our equity incentive awards are subject to time-based, multi-year vesting schedules to enhance executive officer retention.
	✔	*Relative TSR Performance Alignment.* We align the interest of our executive officers with our long-term investors by designing our equity compensation program to provide for future multi-year, performance-based equity awards based on relative total stockholder return performance with target set at 55th percentile.
	✔	*Absolute TSR Performance Cap.* Beginning in 2020, payouts of performance-based equity awards are capped at target when absolute TSR is negative.
	✔	*Emphasis on Performance-Based Awards.* 50% of all long-term incentive awards granted to executive officers are performance-based (regardless of the source of such award).
	✔	*Clawback Policy.* We impose a clawback policy with respect to incentive payments.
	✔	*Stock Ownership Guidelines.* We follow robust stock ownership guidelines for our executives and directors.
	✔	*Peer Benchmarking.* We consider and benchmark peer companies in establishing executive compensation.
	✔	*Independent Compensation Consultant.* An independent compensation consultant is retained by the Compensation Committee.

		What We Don’t Do
	x	*No Tax Gross Ups.* We do not provide tax gross-ups on compensation payments made in connection with a change of control.
	x	*No Guaranteed Bonuses.* We do not provide guaranteed bonuses.
	x	*No Single Trigger Cash Severance.* We do not provide for single trigger cash severance in connection with a change of control.
	x	*No Dividends on Unearned Performance-Based Awards.* We will not pay dividends or distributions on unearned equity awards subject to performance-based vesting.
	x	*No Hedging or Pledging.* We do not allow hedging or pledging of Company securities.

Executive	Salary ($)	Annual Cash Bonus ($)	Long-Term Incentive Equity Awards⁽¹⁾ ($)	Total Direct Compensation ($)⁽²⁾	% Change from 2021 to 2022⁽³⁾
Marc C. Ganzi	1,200,000	1,697,189	2,545,783	5,442,972	(59.1)%
Benjamin J. Jenkins	700,000	492,888	1,600,000	2,792,888	n/a
Jacky Wu	650,000	900,000	2,000,000	3,550,000	7.4%
Ronald M. Sanders	475,000	1,003,380	1,688,000	3,166,379	(22.3)%
Liam Stewart	600,000	538,657	1,600,000	2,738,657	n/a
Total	3,625,000	4,632,113	9,433,782	17,690,896	n/a

	Base Salary		Percentage
Named Executive Officer	2021 ($)	2022 ($)	Change (from 2021 to 2022)
Marc C. Ganzi	1,200,000	1,200,000	0%
Benjamin J. Jenkins	n/a	700,000	n/a
Jacky Wu	600,000	650,000	8%
Ronald M. Sanders	475,000	475,000	0%
Liam Stewart	n/a	600,000	n/a

	Annual Cash Bonus
Named Executive Officer	2021 ($)	2022 ($)	Change (from 2021 to 2022)
Marc C. Ganzi	4,844,052	1,697,189	(65.0)%
Benjamin J. Jenkins	n/a	492,888	n/a
Jacky Wu	1,206,889	900,000	(25.4)%
Ronald M. Sanders	1,910,908	1,003,380	(47.5)%
Liam Stewart	n/a	538,657	n/a

		2022 Management Priorities	Results
1	ROTATING AUM	■ Close the Wellness Infrastructure Sale in the first quarter of 2022	■ Closed in the first quarter of 2022 for net equity value of $316 million ($161 million in cash and $155 million 5-year seller’s note)
1	ROTATING AUM	■ Wind down BRSP shares over the next 12-18 months	■ 34.9 million shares were sold for net proceeds of $201 million in February 2023
2	GROWING INVESTMENT MANAGEMENT	■ Restructure Wafra Investment	■ Closed transaction with Wafra in May 2022 to acquire stake in IM business
		■ Establish operations for Credit, SAF and Ventures ■ Raise $5.0 billion of FEEUM in 2022	■ Credit and SAF each held first closes; continued to expand seed portfolio for Ventures with leading Series C round for ConnectBase ■ $4.8 billion raised

3	DEVELOPING OUR ESG PROGRAM	■ Continue to lead on ESG and DEI; increase all ESG & DEI metrics	■ Continued adoption of DBRG’s ESG program at portfolio companies; improvements across the board
4	INCREASING NET ASSET VALUE AND STOCK PRICE	■ Increase DBRG share price ■ Exceed 2022 Guidance	■ Risk-off environment created headwinds; we remain optimistic for 2023 ■ Organic FRE miss; however, significant nominal beat inclusive of Wafra & AMP transactions
4	INCREASING NET ASSET VALUE AND STOCK PRICE
5	ENHANCING THE EFFICIENCY OF OUR OPERATIONS	■ Achieve positive recurring corporate cash flows	■ Run-rate recurring cash flows expected to become positive following the AMP transaction closing and beginning of SAF/Credit fees

Name	Payout Percentage of Target	2022 Annual Cash Bonus ($)
Marc C. Ganzi	118%	1,697,189
Benjamin J. Jenkins	70%	492,888
Jacky Wu⁽¹⁾	100%	900,000
Ronald M. Sanders	70%	1,003,380
Liam Stewart	70%	538,657

					Other NEO Payout	CEO Payout
	Minimum	Target	Maximum	Actual	Percentage of	Percentage of
Performance Goal		($ in million)			Target⁽¹⁾	Target⁽¹⁾
Digital FEEUM Capital Raise	3,535.0	4,535.0	5,535.0	4,825.6	129%	230%
Digital IM Revenues	175.5	195.0	214.5	176.1	3%	5%
Digital Operating Revenues	41.5	46.1	50.7	47.4	127%	225%
Digital IM FRE	108.0	120.0	132.0	96.3	0%	0%
Digital Operating Adjusted EBITDA	21.2	23.6	26.0	24.1	123%	214%
Individual Goals & Objectives	Varies by individual (0-200%)⁽²⁾				100%	150%


	DBRG Time-	DBRG Performance-	DBRG Total Long- Term Incentive	% of DBRG Total Long-Term Incentive Equity Award
Name	Based Award ($)	Based Award ($)	Equity Award ($)	Time- Based	Performance- Based
Marc C. Ganzi	3,633,048	3,633,048	7,266,096	50%	50%
Benjamin J. Jenkins⁽¹⁾	450,000	—	450,000	100%	—
Jacky Wu	750,000	750,000	1,500,000	50%	50%
Ronald M. Sanders	844,000	844,000	1,688,000	50%	50%
Liam Stewart⁽¹⁾	1,200,000	—	1,200,000	100%	—

Relative TSR Percentile for the Performance Cycle		% of Target Restricted Stock Units Vested
Less than 25th percentile		0%
At or greater than 25th percentile, but less than 30th percentile		50%
At or greater than 30th percentile, but less than 40th percentile		60%
At or greater than 40th percentile, but less than 50th percentile		80%
At or greater than 50th percentile, but less than 55th percentile		90%
At or greater than 55th percentile, but less than 60th percentile		100%
At or greater than 60th percentile, but less than 70th percentile		120%
At or greater than 70th percentile, but less than 80th percentile		140%
At or greater than 80th percentile, but less than 90th percentile		160%
At or greater than 90th percentile, but less than 100th percentile		180%
At 100th percentile		200%

Title	Guideline
Chief Executive Officer and President	●●●●●●	A multiple of 6X base salary in effect from time-to-time
Chief Financial Officer	●●●●	A multiple of 4X base salary in effect from time-to-time
Other Executive Officers	●●●	A multiple of 3X base salary in effect from time-to-time

Name	Year	Salary ($)			Bonus ($)		Stock Awards⁽¹⁾ ($)			Non-Equity Incentive Plan Compensation ($)		All Other Compensation ($)			Total Compensation ($)
Marc C. Ganzi	2022		1,200,000			—		7,246,051			1,697,189		28,178,268	⁽²⁾		38,321,508
Chief Executive Officer and President	2021		1,200,000			—		10,922,100			4,844,052		5,492,882	⁽³⁾		22,459,034
Chief Executive Officer and President	2020		1,060,000			3,125,000		176,489			—		454,290	⁽⁴⁾		4,815,779
Benjamin J. Jenkins President and Chief Investment Officer	2022		700,000			—		424,552			492,888		18,253,513	⁽²⁾		19,870,954
Jacky Wu	2022		650,000			266,000		1,545,578	⁽⁵⁾		634,000		567,361	⁽²⁾		3,662,939	⁽⁵⁾
Executive Vice President, Financial Officer and Treasurer	2021		600,000			—		4,190,479			1,206,889		254,095	⁽³⁾		6,251,463
Executive Vice President, Financial Officer and Treasurer	2020		369,039	⁽⁶⁾		585,000		858,883			—		12,641	⁽⁴⁾		1,825,563
Ronald M. Sanders	2022		475,000			—		1,746,474	⁽⁵⁾		1,003,380		536,626	⁽²⁾		3,761,480	⁽⁵⁾
Executive Vice President, General Counsel and Secretary	2021		475,000			—		1,966,564			1,910,908		26,677	⁽³⁾		4,379,149
Executive Vice President, General Counsel and Secretary	2020		450,000			1,350,000		802,221			—		917,649	⁽⁴⁾		3,519,870
Liam Stewart Chief Operating Officer	2022		600,000			—		1,132,136			538,657		1,019,946	⁽²⁾		3,290,739

			Estimated Possible Payouts Under Non-Equity Incentive Plan Awards			Estimated Possible Payouts Under Equity Incentive Plan Awards			All Other Stock Awards: Number of Shares of Stock or Units⁽³⁾ (#)	Grant Date Fair Value ($)
Name	Approval Date	Grant Date	Threshold ($)	Target⁽¹⁾ ($)	Maximum ($)	Threshold (#)	Target⁽²⁾ (#)	Maximum⁽²⁾ (#)		Grant Date Fair Value ($)
Marc C. Ganzi	2/15/2022	3/15/2022	—	—	—	—	—	—	125,278	3,427,606
	2/15/2022	3/15/2022	—	—	—	62,639	125,278	250,556	—	3,818,473
	3/25/2022	3/25/2022	—	1,440,000	6,120,000	—	—	—	—	—
Benjamin J.	2/15/2022	3/15/2022	—	—	—	—	—	—	15,517	424,545
Jenkins	3/25/2022	3/25/2022	—	700,000	1,400,000	—	—	—	—	—
Jacky Wu	2/15/2022	3/15/2022	—	—	—	—	—	—	25,862	707,584
	2/15/2022	3/15/2022	—	—	—	12,931	25,862	51,724	—	788,274
	3/25/2022	3/25/2022	—	900,000	1,800,000	—	—	—	—	—
Ronald M.	2/15/2022	3/15/2022	—	—	—	—	—	—	29,104	796,285
Sanders	2/15/2022	3/15/2022	—	—	—	14,552	29,104	58,208	—	887,090
	3/25/2022	3/25/2022	—	1,425,000	2,850,000	—	—	—	—	—
Liam Stewart	2/15/2022	3/15/2022	—	—	—	—	—	—	41,379	1,132,129
	3/25/2022	3/25/2022	—	765,000	1,530,000	—	—	—	—	—

Name	Stock Awards
Name	Number of Shares or Units of Stock that Have Not Vested⁽¹⁾ (#)	Market Value of Shares or Units of Stock that Have Not Vested⁽²⁾($)	Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights that Have Not Vested⁽³⁾(#)	Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights that Have Not Vested⁽²⁾($)
Marc C. Ganzi	257,636	2,818,538	2,829,926	30,959,390
Benjamin J. Jenkins	21,675	237,125	470,492	5,147,182
Jacky Wu	156,520	1,712,329	34,637	378,929
Ronald M. Sanders	70,721	773,688	119,307	1,305,219
Liam Stewart	77,489	847,730	4,952	54,175

Name	Vesting Date:							Total
Name	March 15, 2025	August 9, 2024	March 15, 2024	September 14, 2023	August 9, 2023	March 23, 2023	March 15, 2023	Total
Marc C. Ganzi	41,760	—	105,901	—	—	—	109,975	257,636
Benjamin J. Jenkins	5,173	—	8,251	—	—	—	8,251	21,675
Jacky Wu	8,621	29,509	11,546	—	29,509	65,790	11,545	156,520
Ronald M. Sanders	9,702	—	21,250	—	—	—	39,769	70,721
Liam Stewart	13,793	—	15,444	32,809	—	—	15,443	77,489

Name	Performance End Date				Total
Name	March 14, 2025	July 25, 2024	March 14, 2024	March 15, 2023	Total
Marc C. Ganzi	125,278	2,500,000^(A)	192,426	12,222	2,829,926
Benjamin J. Jenkins	—	—	9,237	—	9,237
Jacky Wu	25,862	—	8,775	—	34,637
Ronald M. Sanders	29,104	—	34,647	55,556	119,307
Liam Stewart	—	—	4,952	—	4,952

	Restricted Stock Awards		Performance-Based Equity Awards
Name	Number of Shares Acquired on Vesting (#)	Value Realized on Vesting ($)⁽¹⁾	Number of Shares Acquired on Vesting (#)	Value Realized on Vesting ($)⁽¹⁾
Marc C. Ganzi	68,216	1,866,390	—	—
Benjamin J. Jenkins	3,079	84,241	—	—
Jacky Wu	98,223	2,522,943	—	—
Ronald M. Sanders	38,492	1,053,141	15,165	429,473
Liam Stewart	1,651	45,171	—	—

Name	Payments/Benefits	Termination Without Cause or for Good Reason ($)			Change of Control Without Termination ($)		Change of Control With Termination ($)			Death or Disability ($)
Marc C. Ganzi	Severance Payment		9,443,454	⁽¹⁾		—		9,443,454	⁽¹⁾		1,440,000	⁽²⁾
	Equity Award Acceleration⁽³⁾		2,818,538			2,818,538		2,818,538			2,818,538
Benjamin J. Jenkins	Severance Payment		3,244,821	⁽¹⁾		—		3,244,821	⁽¹⁾		700,000	⁽²⁾
	Equity Award Acceleration⁽³⁾		237,125			—		237,125			237,125
Jacky Wu	Severance Payment		9,550,000	⁽⁴⁾		—		9,550,000	⁽⁴⁾		3,540,217	⁽⁵⁾
	Equity Award Acceleration⁽³⁾		—			—		—			1,712,329
Ronald M. Sanders	Severance Payment		8,403,273	⁽⁶⁾		—		8,403,273	⁽⁶⁾		3,757,796	⁽⁷⁾
	Equity Award Acceleration⁽³⁾		773,688			—		773,688			773,688
Liam Stewart	Severance Payment		3,578,454	⁽¹⁾		—		3,578,454	⁽¹⁾		765,000	⁽²⁾
	Equity Award Acceleration⁽³⁾		847,730			—		847,730			847,730