DigitalBridge Group, Inc DEF 14A, filed Mar 18, 2024

DigitalBridge Group, Inc. (DBRHP)

DEF 14A 2024-03-18 For: 2024-04-26

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Added on June 12, 2026

About this DEF 14A

DigitalBridge Group, Inc filed this DEF 14A on March 18, 2024.

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Items of Business
1	Election of Directors	To elect 9 directors nominated by our Board of Directors to serve until the 2025 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	Approval of the DigitalBridge Group, Inc. 2024 Omnibus Stock Incentive Plan	To approve the DigitalBridge Group, Inc. 2024 Omnibus Stock Incentive Plan;
4	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, 2024; and
5	Other Business	Transact any other business that may properly come before the 2024 Annual Meeting or any postponement or adjournment of the 2024 Annual Meeting.


	1			PROXY SUMMARY
	1			2024 Annual Meeting
	2			2023 Year in Review
	3			Overview of Environmental, Social & Governmental (ESG) Initiatives
	4			Corporate Governance Highlights

	5			PROPOSAL NO. 1: ELECTION OF DIRECTORS
	6			Board of Directors
	18			Corporate Governance
	23			Information about our Board of Directors and its Committees
	25			Director Compensation

	28			EXECUTIVE OFFICERS

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

	31			COMPENSATION COMMITTEE REPORT

	32			COMPENSATION DISCUSSION AND ANALYSIS
	32			Executive Compensation Program
	44			Compensation Tables and Related Narrative
	47			Discussion of Summary Compensation and Grants of Plan-Based Awards Tables
	56			Equity Compensation Plan Information

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

	65			PROPOSAL NO. 3: Approval of the DigitalBridge Group, Inc. 2024 Omnibus Stock Incentive Plan


	76			PROPOSAL NO. 4: RATIFICATION OF APPOINTMENT OF OUR INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

	77			AUDIT COMMITTEE REPORT

	78			INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM’S FEES

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

	81			FREQUENTLY ASKED QUESTIONS AND ANSWERS
	81			Questions and Answers about the 2024 Annual Meeting and Voting
	85			Attend Our 2024 Annual Meeting of Stockholders

	86			OTHER INFORMATION
	86			Stockholder Proposals and Director Nominations for 2025
	86			Annual Report
	87			Where You Can Find More Information
	87			Eliminating Duplicate Mailings
	87			Incorporation by Reference

	Exhibit A DigitalBridge Group, Inc. 2024 Omnibus Stock Incentive Plan

	A-1			APPENDIX A: PROXY CARD

	Date and Time							Place via Live Audio Webcast
	April 26, 2024, at 9:00 a.m., Eastern Time				https://web.lumiconnect.com/286413441; passcode: digitalbridge2024 (unique 11-digit control number required)

	Voting							Technical Support for the 2024 Annual Meeting
	Only holders of record of the Company’s Class A common stock, $0.01 par value per share (“Class A common stock”) and Class B common stock, $0.01 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 1, 2024, the record date, will be entitled to notice of and to vote at the 2024 Annual Meeting of Stockholders (the “2024 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 2024 Annual Meeting, technicians will be available to assist you via the following toll free phone number (800) 937-5449.

By Internet	By Telephone	By Mail

Vote 24/7	Dial toll-free to vote 24/7	Cast your ballot, sign your proxy card and send by pre-paid mail

				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

	JAMES KEITH BROWN						Independent Director Nominee
	Former Senior Managing Director— Coatue Management Company AGE 61 COMMITTEE MEMBERSHIPS ■ Audit Committee ■ Compensation Committee			EXPERIENCE ■ Senior Managing Director of Coatue Management Company from 2018 to 2023 ■ Senior Managing Director & Head, Global Investor Relations of Och Ziff Capital Management (now Sculptor Capital Management) (NYSE: SCU) from 2003 to 2017 ■ Managing Director & Head, U.S. Institutional Sales & Relationship Management of Goldman, Sachs & Co. from 1999 to 2003 ■ Managing Director, Global Asset & Investment Management, Consulting and Endowments & Foundations Division; VP, Global Asset Management, Endowments & Foundations Division at Bankers Trust Company from 1992 to 1999 ■ Regional Director, Foundation & Corporate Relations at Dartmouth College from 1991 to 1992 ■ J.P. Morgan & Co. from 1985 to 1990 QUALIFICATIONS, ATTRIBUTES AND SKILLS ■ Over 25 years of investment management experience, including senior leadership roles in capital raising ■ Well-versed in engaging with private fund investors around the world and brings deep experience in product design and strategy			OTHER POSITIONS/RECOGNITIONS ■ Board member of Aperture Investors, LLC ■ Board member and Head of Investment Committee of the Robert Rauschenberg Foundation ■ Senior Advisor of TerraCotta Capital ■ Board member and member of co-investment committee of UNC Investment Fund (2018 to present) ■ Served as the Chair of the Operating Committee and DEI Committee at Coatue Management LLC ■ Served on the Partner Management Committee and Business Risk Committee of Och Ziff (now Sculptor Capital Management) (NYSE: SCU) for a decade and ran Best Practice Committee for the firm ■ Chair of Executive Committee at the Lincoln Center (10 years) ■ President of the Board of the New Museum (10 years and on the board for 24 years) and served on investment, finance and audit committees, among others ■ Served as board member of Andy Warhol Foundation (Chair of Finance and on Investment and Audit Committees) EDUCATION ■ Bachelor of Arts with Honors, University of North Carolina

	NANCY A. CURTIN						Independent Director since 2014
	Global Chief Investment Officer of AlTi Global, Inc. AGE 66 ■ Chairperson of the Board			EXPERIENCE ■ Global Chief Investment Officer and Board Director of AlTi Global, Inc. (NASDAQ: ALTI) since 2023; serves as a member of the Executive Committee, Strategic Allocation Committee, Global Wealth Management & International Operating Committees. ■ Partner, Group Chief Investment Officer, Head of Investment Advisory and participant member of the Supervisory Board of Alvarium Investments from May 2020 through the business combination of Alvarium Investments with Tiedemann Wealth Management Holdings, LLC and certain other parties in January 2023 ■ Chief Investment Officer and Head of Investments of Close Brothers Asset Management (CBAM), a UK investment and financial advice firm focused on private clients, high-net-worth, charities, and family offices, from 2010 to 2019 ■ Chief Investment Officer and Managing Partner of Fortune Asset Management Limited, an alternatives institutional advisory business, from 2002 until its full acquisition by CBAM in 2010 ■ Managing Director of Schroders Plc and Head of Global Investments for the Mutual Funds business & founded Internet Finance Partners, a venture arm of Schroders ■ Head of Emerging Markets at Baring Asset Management; Board member for Baring Venture Partners, Member of Global Senior Council and Senior Leadership Team ■ Co-Head of German Real Estate arm of Rho Asset Management, focused on private equity and real estate investments ■ Early career, M&A and Corporate Finance at Morgan Stanley and Credit Suisse First Boston QUALIFICATIONS, ATTRIBUTES AND SKILLS ■ Over 25 years of investment management experience and senior leadership roles in global asset management, private equity, real estate, and alternative asset investing that are key to the Board’s oversight of the Company’s investment strategy and management of its investment portfolio			■ Proven business builder of global investment and wealth management businesses with C-suite and board responsibility driving significant AUM growth at attractive operating margins ■ Successful track record of CIO execution; leading large investment teams in pursuit of institutional quality investment disciplines to deliver superior investment performance and integrating multiple acquired global investment businesses ■ Deep understanding of regulatory environment for investment management, with proven ability to institute best practice front line controls, oversight, and governance OTHER POSITIONS/RECOGNITIONS ■ Member of board of directors of AlTi Global, Inc. (NASDAQ: ALTI) since 2023 ■ Right to Play, global education charity helping over 2.3 million children each year in war torn countries and areas of significant dislocation ■ Family Office, Board Member of $2.5 billion in assets Family Office Governance Board (2002-2012) ■ External Investment Committee Partners Capital, outsourced investment office for endowments, foundations and UHNW (2003-2018) EDUCATION ■ Bachelor of Arts, Summa Cum Laude, Princeton University ■ Master of Business Administration, Harvard Business School ■ Harvard Business School Executive Education, Woman on Boards Certificate (2019) ■ Harvard Business School, Corporate Director Certification: ■ Audit Committees in a New Era of Governance-Completed ■ Compensation Committees: New Challenges, New Solutions-Completed ■ Making Corporate Boards More Effective-Completed

	JEANNIE H. DIEFENDERFER						Independent Director since 2020
	Founder and Chief Executive Officer of courageNpurpose, LLC AGE 63 COMMITTEE MEMBERSHIPS ■ Compensation Committee ■ Nominating & Corporate Governance Committee			EXPERIENCE ■ Founder and Chief Executive Officer of courageNpurpose, LLC since 2014 ■ Executive leadership positions at Verizon Communications, including leading Verizon’s global customer care organization for its largest enterprise customers from 2010 to 2012, serving as Senior Vice President of Global Engineering & Planning from 2008 to 2010, and as Chief Procurement Officer from 2005 to 2008 QUALIFICATIONS, ATTRIBUTES AND SKILLS ■ Substantial technical and operational experience in the telecommunications industry ■ Brings valuable insight and guidance on corporate governance matters and complex business issues from experience in senior executive positions and service on public and advisory boards OTHER PUBLIC COMPANY BOARD EXPERIENCE ■ Windstream Holdings, Inc. (formerly NASDAQ:WINMQ) (February 2016 to September 2020)			■ MRV Communications, Inc. (formerly NASDAQ:MRVC) (July 2014 to August 2017) ■ Westell Technologies, Inc. (OTC WSTL) (September 2015 to September 2017) OTHER POSITIONS/RECOGNITIONS ■ CEO of Center for Higher Ambition Leadership (June 2021 through May 2023) ■ Chair of Olin College of Engineering since October 2023 ■ 2020 National Association of Corporate Directors (NACD) Directorship 100 list honoree ■ Independent board member of Irth Solutions since March 2022 ■ NACD Directorship Certified and Board Member of NACD NJ Chapter ■ Mentor/Coach at ExCo Leadership Group since December 2023 ■ Vice Chair of the Board, Women in America EDUCATION ■ Bachelor of Science, Tufts University ■ Master of Business Administration, Babson College

	JON A. FOSHEIM						Independent Director since 2017
	Former Chief Executive Officer of Oak Hill REIT Management, LLC; Co-Founder, CEO of Green Street Advisors AGE 73 COMMITTEE MEMBERSHIPS ■ Audit Committee ■ Compensation Committee			EXPERIENCE ■ Chief Executive Officer of Oak Hill REIT Management, LLC from 2005 until his retirement in 2011 ■ Principal and Co-founder of Green Street Advisors, a REIT advisory and consulting firm, from 1985 to 2005 QUALIFICATIONS, ATTRIBUTES AND SKILLS ■ Extensive investment management and senior leadership experience ■ Expertise in financial analysis and accounting matters OTHER PUBLIC COMPANY BOARD EXPERIENCE ■ Apple Hospitality REIT, Inc. (NYSE: APLE) (January 2015 to present; Member of Audit Committee and Corporate Governance Committee) ■ Associated Estates Realty Corporation (formerly NYSE: AEC) (February 2015 to August 2015)			OTHER POSITIONS/RECOGNITIONS ■ Director and Chairman of the Audit Committee of the Arnold and Mabel Beckman Foundation ■ 2003 Recipient of the National Association of Real Estate Investment Trusts (NAREIT) Industry Achievement Award ■ Previously worked in institutional sales at Bear Stearns & Co. and the tax department at Touche Ross and Co. (now Deloitte & Touche LLP LLP) EDUCATION ■ Bachelor of Arts, University of South Dakota ■ Master of Business Administration and Juris Doctor, University of South Dakota

	MARC C. GANZI						Director since 2020
	Chief Executive Officer of DigitalBridge AGE 52			EXPERIENCE ■ Founded and served as Chief Executive Officer of Digital Bridge Holdings (“DBH”), from 2013 until its acquisition by DigitalBridge in July 2019 ■ Founded Global Tower Partners (“GTP”), which grew to become one of the largest privately-owned tower companies in the U.S. under his leadership before being acquired by American Tower Corporation in 2013 ■ Consulting partner for DB Capital Partners from 2000 to 2002 where he oversaw the institution’s investments in the Latin American tower sector ■ Co-founded and served as President of Apex Site Management, one of the largest third-party managers of wireless and wireline communication sites in the United States. In 2000, Apex merged with SpectraSite Communications to create one of the largest telecommunications site portfolios in the United States at the time QUALIFICATIONS, ATTRIBUTES AND SKILLS ■ Leading visionary and entrepreneur, with decades of investment experience in the digital infrastructure and telecommunications market, has led and overseen the Company’s digital transformation as Chief Executive Officer ■ Extensive experience as a founder and Chief Executive Officer of several digital companies, including DBH			OTHER POSITIONS/RECOGNITIONS ■ Member of the boards (or equivalent governing body) of Andean Telecom Partners, ExteNet Systems, Vantage Data Centers, Vertical Bridge, GD Towers and Zayo Group ■ Assistant Commercial Attaché in Madrid for the U.S. Department of Commerce’s Foreign Commercial Service Department in 1990 ■ Presidential Intern in the White House for the George H.W. Bush administration with the Office of Special Activities and Initiatives for the Honorable Stephen M. Studdert in 1989 ■ Board Member of the Wireless Infrastructure Association from 2008 to 2017 and served as Chairman from 2009 to 2011 ■ Member of Nareit 2022 Advisory Board of Governors, Member of the Young Presidents’ Organization, the Broadband Deployment Advisory Committee of the Federal Communications Commission, and currently serves on the board of the Aspen Valley Ski Club EDUCATION ■ Bachelor of Science, Wharton School of Business

	GREGORY J. MCCRAY						Independent Director since 2021
	Chief Executive Officer of FDH Infrastructure Services AGE 61 COMMITTEE MEMBERSHIPS ■ Nominating & Corporate Governance Committee ■ Compensation Committee (Chair)			EXPERIENCE ■ Chief Executive Officer of FDH Infrastructure Services since June 2018 ■ Chief Executive Officer of Access/Google Fiber in 2017 ■ Chief Executive Officer of Aero Communications Inc., which provides installation, services and support to the communications industry, from 2013 to 2016 ■ Chief Executive Officer of Antenova, a developer of antennas and radio frequency modules for mobile devices, from 2003 to 2012 ■ Chairman and Chief Executive Officer of PipingHot Networks, which brought broadband fixed wireless access equipment to market, from 2001 to 2002 ■ Senior Vice President of customer operations at Lucent Technologies from 1996 to 2000 QUALIFICATIONS, ATTRIBUTES AND SKILLS ■ Extensive executive experience with 30 years of business, marketing, sales, engineering, operations, mergers and acquisitions, management and international experience in the communications technology industry			■ Experience as a current and former director at other public companies, which enables him to provide significant insight as to governance and risk-related matters OTHER PUBLIC COMPANY BOARD EXPERIENCE ■ Belden Inc. (NYSE: BDC) (February 2022 to present; Member of the Nominating & Corporate Governance Committee and the Finance Committee) ■ ADTRAN Holdings, Inc. (NASDAQ: ADTN) (May 2017 to present; Member of the Compensation Committee and the Audit Committee) ■ Centurylink, Inc. (NYSE: CTL) (January 2005 to February 2017; Chair of the Cyber Security & Risk Committee and Member of the Compensation Committee and Nominating & Corporate Governance Committee) OTHER POSITIONS/RECOGNITIONS ■ Board Member of FreeWave Technologies (February 2020 to present) EDUCATION ■ Bachelor of Science, Iowa State University ■ Master of Science, Industrial & Systems Engineering, Purdue University ■ Executive Business Programs, University of Illinois, Harvard, and INSEAD

	SHÁKA RASHEED						Independent Director since 2021
	SVP, Strategic Banking & Wealth Management of Salesforce, Inc. AGE 52 COMMITTEE MEMBERSHIPS ■ Audit Committee ■ Nominating & Corporate Governance Committee			EXPERIENCE ■ SVP, Strategic Banking & Wealth Management at Salesforce, Inc. (NYSE: CRM) since September 2022 ■ Managing Director, General Manager-Capital Markets, Microsoft Corporation, where he led the US Capital Markets division from September 2019 to September 2022 ■ Head of Sales & Marketing at Bridgewater Associates from December 2016 to January 2019 ■ Key sales leadership, business development, management and other senior client engagement roles at: Lazard Asset Management (as Managing Director & Head of Alternative Investments—Americas, from 2013 to 2016); and Citadel Asset Management (as Acting Head, and Director of Distribution—Americas from 2010 to 2013) ■ Various roles over 16 years at J.P. Morgan Chase & Co., with the last four years of his tenure at J.P. Morgan Asset Management, serving as Managing Director, Senior Client Advisor, overseeing business development QUALIFICATIONS, ATTRIBUTES AND SKILLS ■ Seasoned professional with over 25 years of business development, sales, strategy, leadership and management experience at premier financial services organizations and technology companies			■ Possesses fintech acumen and deep financial services industry expertise across investment banking, debt & equity capital markets, private wealth & institutional asset management across traditional assets and alternative investments (hedge funds, private equity, and real assets) OTHER POSITIONS/RECOGNITIONS ■ Former Expert Network Member at M12, Microsoft’s venture fund (2021 to 2022) ■ Former Board Member, Chair of Finance Committee, The Robert Toigo Foundation (2008 to 2012) ■ Founding Board Member (Brooklyn)/Board Chair (AF Endeavor) at Achievement First (2005 to 2010) ■ Robert Toigo Fellow recipient (Harvard Business School) ■ At Morehouse College: Oprah Winfrey full- academic scholarship recipient, a Ford Foundation Doctoral Scholar and a Woodrow Wilson Foundation Public Policy & International Affairs Fellow, and as president of the student body and a representative on Morehouse’s Board of Trustees EDUCATION ■ Bachelor of Arts, Morehouse College ■ Master of Business Administration, Harvard Business School

	DALE ANNE REISS						Independent Director since 2019
	Former Global and Americas Director of Real Estate, Hospitality and Construction of Ernst & Young LLP AGE 76 COMMITTEE MEMBERSHIPS ■ Audit Committee ■ Nominating & Corporate Governance Committee (Chair)			EXPERIENCE ■ Senior Managing Director of Brock Capital Group LLC since December 2009 ■ Senior Partner at Ernst & Young LLP and predecessor firm from 1985 until her retirement in 2008; Global and Americas Director of Real Estate, Hospitality and Construction from 1999 to 2008. Senior consultant to Global Real Estate Center from 2008 to 2011 ■ Senior Vice President and Controller at Urban Investment & Development Company from 1980 to 1985 QUALIFICATIONS, ATTRIBUTES AND SKILLS ■ Extensive expertise in financial and accounting matters from her experience over an extended period at several major public accounting firms ■ Leadership experience in management and operations from her experience at major public accounting firms ■ Experience as a director of other public and private companies OTHER PUBLIC COMPANY BOARD EXPERIENCE ■ Tutor Perini Corporation (NYSE: TPC) (May 2014 to present; Chair of Audit Committee; Nominating and Governance Committee) ■ Starwood Real Estate Income Trust, Inc. (November 2017 to present; Chair of Audit Committee) ■ iStar Inc. (NYSE: STAR) (July 2008 to May 2019; Chair of Audit Committee, Member of Nominating and Governance Committee)			■ Post Properties, Inc. (formerly NYSE: PPS) (October 2008 to May 2013; Audit Committee, Nominating and Governance Committee) ■ Care Capital Properties Inc. (formerly NYSE: CCP) (August 2015 to August 2017; Chair of Compensation Committee, Nominating and Governance Committee) ■ CYS Investments, Inc. (formerly NYSE: CYS0 (January 2015 to July 2018; Audit Committee; Nominating and Governance Committee) OTHER POSITIONS/RECOGNITIONS ■ Certified Public Accountant ■ Governor and Former Trustee of Urban Land Institute (1998 to present) ■ Trustee of Southwest Florida Community Foundation ■ Trustee of Sanibel Police Pension Board ■ Board member of Educational Housing Services (NYC) ■ Trustee of Southwest Florida Community Foundation (a/k/a Collaboratory) EDUCATION ■ Master of Business Administration, University of Chicago ■ Bachelor of Science, Illinois Institute of Technology

	DAVID M. TOLLEY						Independent Director since 2022
	Chief Executive Officer of WeWork AGE 56 COMMITTEE MEMBERSHIPS ■ Audit Committee (Chair)			EXPERIENCE ■ Chief Executive Officer of WeWork Inc., the leading global flexible workspace provider, since May 2023 ■ Executive Vice President and Chief Financial Officer of Intelsat S.A. from June 2019 to March 2022, where he helped to lead a multi-billion dollar restructuring of one of the world’s largest satellite communications services providers ■ Chief Financial Officer of Network Access Associates Ltd. (“OneWeb”), a satellite services company, from 2017 to 2019 ■ Senior Managing Director in the Private Equity Group at Blackstone from 2000 to 2011, where he led satellite services strategy and investing and served on the Private Equity Investment Committee ■ Vice President at Morgan Stanley in the Investment Banking Division, from 1990 to 2000, where he provided banking and advisory services to established and emerging companies in the broader communications sector QUALIFICATIONS, ATTRIBUTES AND SKILLS ■ Deep understanding of financial and accounting matters from his experience in management at other public and private companies			■ Invaluable expertise on Board practices and corporate governance matters to DigitalBridge from service as a director of other public companies OTHER PUBLIC COMPANY BOARD EXPERIENCE ■ WeWork Inc. (NYSE: WE) (February 2023 to present) ■ KVH Industries, Inc. (NASDAQ: KVHI) (June 2022 to present) ■ Cumulus Media (NASDAQ: CMLS) (2006 to 2017) ■ New Skies Satellites (2004 to 2006) ■ Centennial Communications (formerly NYSE: CYCL) (2001 to 2005) OTHER POSITIONS/RECOGNITIONS ■ Board of Directors of ExteNet Systems (2016 to 2019) EDUCATION ■ Master of Business Administration, Columbia Business School ■ Bachelor of Science in Economics and History, the University of Michigan.

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

Name	Fees Earned or Paid in Cash(1) ($)		Stock Awards(2) ($)		All Other Compensation ($)		Total ($)
J. Braxton Carter(3)		48,956		—		—		48,956
James Keith Brown		116,670		175,000		—		291,670
Nancy A. Curtin		277,500		175,000		—		452,500
Jeannie Diefenderfer		174,500		175,000		—		349,500
Jon A. Fosheim		180,627		175,000		—		355,627
Gregory J. McCray		183,373		175,000		—		358,373
Sháka Rasheed		172,500		175,000		—		347,500
Dale Anne Reiss		182,500		175,000		—		357,500
David M. Tolley(4)		176,374		175,000		—		351,374

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

Name	Age	Position
Marc C. Ganzi	52	Chief Executive Officer
Benjamin J. Jenkins	53	President and Chief Investment Officer
Thomas Mayrhofer	51	Chief Financial Officer and Treasurer
Geoffrey Goldschein	48	Chief Legal Officer and Secretary
Liam Stewart	46	Chief Operating Officer

	BEN JENKINS
	President and Chief Investment Officer			Benjamin J. Jenkins is President and Chief Investment Officer of DigitalBridge, a position he has held since March 2022. Mr. Jenkins previously served as Chief Investment Officer of the Company’s Digital IM segment and as Chairman of Digital Bridge Holdings prior to its acquisition by DigitalBridge in July 2019. Mr. Jenkins is also the Co-Founder of Digital Bridge Holdings and the former Chairman of Global Tower Partners. Prior to forming Digital Bridge Holdings in 2013, Mr. Jenkins was a Senior Managing Director and head of the Hong Kong office for The Blackstone Group. During his 12 years at Blackstone, Mr. Jenkins led over a dozen private equity investments (including Global Tower Partners) across a range of industries and geographies, including telecommunications deals in developed and emerging markets. Prior to joining Blackstone, Mr. Jenkins was an associate at Saunders, Karp and Megrue and a financial analyst at Morgan Stanley. Mr. Jenkins received a Bachelor of Arts with honors from Stanford University and an MBA with distinction from Harvard Business School.

	THOMAS MAYRHOFER
	Chief Financial Officer and Treasurer			Thomas Mayrhofer is Chief Financial Officer and Treasurer of DigitalBridge. Mr. Mayrhofer joined DigitalBridge in January 2024 and became DigitalBridge’s Chief Financial Officer and Treasurer on March 18, 2024. Mr. Mayrhofer previously served as Chief Financial Officer (2018-2021) and Chief Operating Officer (2019-2022) of EJF Capital, LLC. Prior to joining EJF Capital, Mr. Mayrhofer spent nearly 18 years at The Carlyle Group in a variety of financial roles across all of the firm’s products—including private equity, energy, real estate and credit. Mr. Mayrhofer concluded his tenure at The Carlyle Group as a Partner and CFO of the firm’s Private Equity business, where he led a team of more than 90 finance professionals and had oversight of approximately $100 billion of assets under management. Prior to joining Carlyle, Mr. Mayrhofer worked at Arthur Andersen LLP. Mr. Mayrhofer graduated from The College of William & Mary with a BBA in Accounting.

	GEOFFREY GOLDSCHEIN
	Chief Legal Officer and Secretary			Geoffrey Goldschein is Chief Legal Officer and Secretary of DigitalBridge, a position he has held since May 2023. Mr. Goldschein previously served as General Counsel of the Company’s Digital IM segment since 2018. Prior to joining DigitalBridge, Mr. Goldschein spent approximately ten years at Macquarie Infrastructure and Real Assets (MIRA), where he worked as legal counsel for many listed and unlisted infrastructure funds. Prior to MIRA, Mr. Goldschein worked in the corporate finance, mergers and acquisitions and leveraged buyout groups of several large international law firms, primarily representing private equity funds and their portfolio companies in a wide variety of domestic and international transactions. Mr. Goldschein has over 20 years of experience advising on fund formations, U.S. securities laws, portfolio company acquisitions and divestitures, and other material portfolio company matters. Mr. Goldschein received a Bachelor of Arts in Psychology, cum laude, from Tufts University. He earned a Juris Doctor from the Georgetown University Law Center, where he was a senior editor of the Georgetown Journal of International Law and served as an intern in the Satellite Division of the Federal Communications Commission.

	LIAM STEWART
	Chief Operating Officer			Liam Stewart is Chief Operating Officer of DigitalBridge, a position he has held since March 2022. Prior to joining DigitalBridge in September 2020 as the Chief Operating Officer of the Company’s Digital IM segment, Mr. Stewart was the Chief Financial Officer of Macquarie Infrastructure Corporation from June 2015 until September 2020. Mr. Stewart has approximately 15 years of experience in acquiring, operating and financing infrastructure assets in the U.S., Australia, and Asia. Prior to joining Macquarie Infrastructure and Real Assets in 2014, Mr. Stewart was a Senior Vice President and Management Partner at Global Tower Partners (GTP), where he had responsibility for all capital markets initiatives and led over a dozen domestic and international financings for GTP. He was also responsible for all treasury, capital markets and strategic planning, budgeting, forecasting, investor relations and reporting initiatives at GTP. Prior to joining GTP in 2009, Mr. Stewart was employed by the Macquarie Group where he had day to day responsibility for a listed Macquarie affiliate’s North American media and telecommunications investments. Mr. Stewart has an MBA from the Kellogg School of Management at Northwestern University and a Bachelor of Arts and Bachelor of Laws from the University of New South Wales. He is also admitted to practice as a solicitor in the state of New South Wales.

	What We Do				What We Don’t Do
	Pay for performance. The vast majority of total compensation, including payments from performance 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. In 2023, these awards were 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 consistent with SEC requirements and NYSE listing standards. 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.				No Tax Gross Ups. We do not provide tax gross-ups on compensation payments made in connection with a change of control. No Guaranteed Bonuses. We do not provide guaranteed bonuses. No Single Trigger Cash Severance. We do not provide for single trigger cash severance in connection with a change of control. No Dividends on Unearned Performance-Based Awards. We will not pay dividends or distributions on unearned equity awards subject to performance-based vesting. 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 2022 to 2023(3)
Marc C. Ganzi			1,200,000			1,918,188			3,057,282			6,175,470		13.5%
Benjamin J. Jenkins			700,000			932,453			1,687,500			3,319,953		18.9%
Jacky Wu			650,000			1,198,868			2,112,501			3,961,368		11.6%
Geoffrey Goldschein			575,000			965,754			1,040,625			2,581,380		n/a
Liam Stewart			600,000			1,019,037			1,695,625			3,314,662		21.0%
Total		$	3,725,000		$	6,034,300		$	9,593,533		$	19,352,833		n/a

	What We Heard From Stockholders						How our Compensation Committee is Responding
	Adjust the performance metrics used to reflect the transition in the Company’s business						Shifted to a smaller number of financial metrics in annual incentive plan that are tied to the performance of the Company’s investment management business and included a minimum average fee rate for the FEEUM Capital Raise goal
	Supportive of modifications to the terms of performance-based awards to ensure that they incentivize management						Revised the terms of PSUs for awards granted in 2024 to provide for performance measurement based on three-year cumulative DE per share with a relative TSR modifier component
	Enhance disclosure of performance fee allocations						Presented enhanced disclosure in this Proxy Statement regarding performance fee allocations

Performance Goal	Minimum (50% payout)		Target (100% payout)		Maximum (200% payout)		Actual		Weight		NEO Payout Percentage of Target(1)
Performance Goal	($ in million)										NEO Payout Percentage of Target(1)
FEEUM Capital Raise(2)		6,500		8,300		11,800		6,853.4		25%		0%
Run-rate Earnings		11		28		78		71.0		25%		186%
Run-rate FRE		155		165		205		183.9		25%		147%
DataBank and Vantage Deconsolidation	1 Deconsol		2 Deconsol		Deconsol of both at Book Value or Greater		Deconsol of both (greater than Book Value)			200%		25%
Total										100%		133%

	Base Salary				Percentage Change (from 2022 to 2023)
Named Executive Officer	2022 ($)		2023 ($)		Percentage Change (from 2022 to 2023)
Marc C. Ganzi		1,200,000		1,200,000		0%
Benjamin J. Jenkins		700,000		700,000		0%
Jacky Wu		650,000		650,000		0%
Geoffrey Goldschein		n/a		575,000		n/a
Liam Stewart		600,000		600,000		0%

	Annual Cash Bonus				Change (from 2022 to 2023)
Named Executive Officer	2022 ($)		2023 ($)		Change (from 2022 to 2023)
Marc C. Ganzi		1,697,189		1,918,188		13.0%
Benjamin J. Jenkins		492,888		932,453		89.2%
Jacky Wu		900,000		1,198,868		33.2%
Geoffrey Goldschein		n/a		965,754		n/a
Liam Stewart		538,657		1,019,037		89.2%

Name	DBRG Time- Based Award ($)		DBRG Performance- Based Award ($)		DBRG Total Long- Term Incentive Equity Award ($)		% of DBRG Total Long-Term Incentive Equity Award
Name	DBRG Time- Based Award ($)		DBRG Performance- Based Award ($)		DBRG Total Long- Term Incentive Equity Award ($)		Time- Based		Performance- Based
Marc C. Ganzi		1,272,892		1,272,892		2,545,783		50%		50%
Benjamin J. Jenkins		800,000		800,000		1,600,000		50%		50%
Jacky Wu		1,000,000		1,000,000		2,000,000		50%		50%
Geoffrey Goldschein(1)		569,644		—		569,644		100%		—
Liam Stewart		800,000		800,000		1,600,000		50%		50%

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%(1)
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 Chief Executive Officer and President		2023		1,200,000		500,000(2)		2,597,650		1,918,188		1,566,713(3)		7,282,550
		2022		1,200,000		—		7,246,051		1,697,189		28,178,268		38,321,508
		2021		1,200,000		—		10,922,100		4,844,052		5,492,882		22,459,034
Benjamin J. Jenkins President and Chief Investment Officer		2023		700,000		—		1,632,608		932,453		357,887(3)		3,622,948
Benjamin J. Jenkins President and Chief Investment Officer		2022		700,000		—		424,552		492,888		18,253,513		19,870,954
Jacky Wu Executive Vice President, Financial Officer and Treasurer		2023		650,000		500,000(4)		2,040,760		1,198,868		119,881(3)		4,509,509
		2022		650,000		266,000		1,545,578		634,000		567,361		3,662,939
		2021		600,000		—		4,190,479		1,206,889		254,095		6,251,463
Geoffrey Goldschein Chief Legal Officer and Secretary		2023		566,266		—		539,934		965,754		42,782(3)		2,114,737
Liam Stewart Chief Operating Officer		2023		600,000		—		1,632,608		1,019,037		135,721(3)		3,387,366
Liam Stewart Chief Operating Officer		2022		600,000		—		1,132,136		538,657		1,019,946		3,290,739
Ronald Sanders Former Chief Legal Officer and Secretary		2023		229,581		—		2,366,448		—		4,134,007(3)		6,730,036
		2022		475,000		—		1,746,474		1,003,380		536,626		3,761,480
		2021		475,000		—		1,966,564		1,910,908		26,677		4,379,149