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 (Amendment No.     )

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Preliminary Proxy Statement

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Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

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Definitive Proxy Statement

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Definitive Additional Materials

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Soliciting Material under §240.14a-12

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DigitalBridge Group, Inc.

(Name of Registrant as Specified In Its Charter)

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

Payment of Filing Fee (Check all boxes that apply):

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No fee required

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Fee paid previously with preliminary materials.

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Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11.

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2024

NOTICE OF ANNUAL MEETING
OF STOCKHOLDERS AND
PROXY STATEMENT

MESSAGE FROM

OUR CHAIRPERSON OF THE BOARD​

To the Stockholders of DigitalBridge Group, Inc.:

It is our pleasure to invite you to the 2024 Annual Meeting of Stockholders (the “2024 Annual Meeting”) of DigitalBridge Group, Inc., a Maryland corporation. The 2024 Annual Meeting will be conducted virtually, via live audio webcast, on April 26, 2024, beginning at 9:00 a.m., Eastern Time. You will be able to attend the virtual 2024 Annual Meeting, vote your shares and submit questions during the meeting via live audio webcast by visiting https://web.lumiconnect.com/286413441, using the passcode and control number as discussed in the enclosed Notice of Annual Meeting of Stockholders.

I sincerely hope that you will be able to attend and participate in the virtual meeting. Whether or not you plan to attend the annual meeting via the live webcast, please authorize a proxy to vote your shares as soon as possible. You may authorize a proxy to vote your shares by mail, telephone or Internet. The proxy card materials provide you with details on how to authorize a proxy to vote by these three methods.

We look forward to receiving your proxy and thank you for your continued support.

Sincerely,

NANCY A. CURTIN
Chairperson

March 18, 2024
Boca Raton, Florida

NOTICE OF

ANNUAL MEETING OF STOCKHOLDERS​

Annual Report

Our 2023 Annual Report to Stockholders accompanies this Proxy Statement.

Proxy Voting

Your vote is very important. Whether or not you plan to attend the virtual 2024 Annual Meeting via live webcast, you are encouraged to read the proxy statement and submit your proxy card or voting instructions form as soon as possible to ensure that your shares are represented and voted at the 2024 Annual Meeting. If you hold your shares as a record holder, you may vote your shares by proxy via the phone or the Internet by following the instructions provided on the enclosed proxy card or by completing, signing, dating and returning your proxy card in the postage-paid envelope provided. If you hold your shares through a broker or other custodian, please follow the instructions you received from the holder of record to vote your shares.

By Order of the Board of Directors,

GEOFFREY GOLDSCHEIN
Chief Legal Officer
and Secretary

March 18, 2024
Boca Raton, Florida

TABLE OF

CONTENTS​

   

​	​	​	​	​	​
​	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	​

 

PROXY

SUMMARY​

This summary highlights information contained elsewhere in this Proxy Statement. This summary does not contain all of the information that you should consider, and you should read the entire Proxy Statement carefully before voting. This Proxy Statement and the enclosed form of proxy are first being mailed to stockholders of DigitalBridge Group, Inc., a Maryland corporation (the “Company,” “DigitalBridge,” “DBRG,” “we,” “our” or “us”), on or about March 18, 2024.

Throughout this Proxy Statement, common stock share and per share information, including units of DigitalBridge Operating Company, LLC, our operating company, and stock award units have been revised for all periods presented to give effect to the one-for-four reverse stock split effected in August 2022.

2024 Annual Meeting  

 

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Proposals and Board Recommendations

How to Cast Your Vote

We have provided you with three different methods for you to vote your proxy. Please see the enclosed proxy card or voting instruction form for additional details regarding each voting method.

2023 Year in Review

2023 Year in Review: Strategic Execution at DigitalBridge

In 2023, DigitalBridge completed a landmark transition, finalizing its strategic evolution to a scalable, asset-light alternative asset manager dedicated to digital infrastructure, while continuing to generate persistent growth in fundraising and financial performance. The DigitalBridge team delivered across the ‘three things that matter’ as outlined in its strategic plan for the year: fundraising, simplification, and continuing to drive portfolio company performance.

Scaling Our Leading Asset Management Platform Through Effective Fundraising

■

New Capital Formation: Despite industry-wide headwinds, DigitalBridge successfully raised over $7.7 billion in new fee-earning equity since January 2023, achieving a 60% year-over-year increase in a period where the broader infrastructure fundraising sector saw a downturn exceeding 50%.

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■

Strong FEEUM Growth: Fee-Earning Equity Under Management (“FEEUM”) increased over $10 billion, or 47% YoY, to $33B as of December 31, 2023, powered by organic capital formation and contribution from the InfraBridge acquisition, which was successfully integrated into our platform.

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■

Exceptional Financial Performance: Higher FEEUM drove very strong revenue growth in our investment management platform; GAAP net income attributable to common stockholders increased to $128 million in 2023 (compared to GAAP net loss attributable to common stockholders of $382 million in 2022),

​

 

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with annual Fee Revenue up 53% YoY and annual Adjusted EBITDA up 93% to over $100 million with profit margins continuing to expand as our business scales.

Achieved Key Simplification Objectives

■

Deconsolidation of our Operating Segment: Streamlined our business structure to a single vertical (asset management) through the successful deconsolidation of our DataBank and Vantage SDC operating assets in a process that unlocked a total of $471 million of monetized value for DBRG shareholders.

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Balance Sheet De-Levering: The company’s deconsolidation initiative resulted in a $5 billion reduction in consolidated debt, trimming it to under $400 million and substantially simplifying our balance sheet.

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Simplified Financial Reporting: Aligning ourselves with industry peers, we overhauled our financial reporting to better reflect our asset management status, including enhancing our returns disclosure for greater clarity and investor insight.

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Strong Portfolio Company Outcomes

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Continued Portfolio Growth: Across all verticals, DigitalBridge experienced sustained performance, notably due to the burgeoning demand in generative AI, which is starting to drive demand across the data center ecosystem.

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■

Secular Tailwinds Drive Demand: Enterprise and consumer demand for compute and connectivity ultimately underpins resilient and durable portfolio-level growth and DigitalBridge’s ability to deliver for customers continues to expand along with our portfolio.

​

With our transformation complete, the DigitalBridge team is focused on building momentum scaling the DBRG platform to support the accelerating global demand for digital infrastructure. With AI-powered secular tailwinds and a simple, high-growth business model, DigitalBridge has set the stage for continued growth in revenue and earnings, continuing to deliver on its commitment to shareholders and partners.

Overview of Environmental, Social & Governmental (ESG) Initiatives at DigitalBridge

The Board of Directors of DigitalBridge provides ultimate oversight of our environmental, social and governance (“ESG”) program. Our Nominating and Corporate Governance Committee is responsible for implementing and monitoring our ESG program. As we continue to expand our business, this oversight is critical to ensuring that our implementation of ESG goals and policies evolves appropriately to support our business objectives.

Our ESG program is designed to meet the demands of our investors and the customers of our portfolio companies, many of whom are top tier global technology and communications customers, who have standards for their partners relating to their ESG programs and data reporting, responsible investing and related business practices. We believe that our ESG initiatives serve to support the development of resilient companies and competitive assets that deliver long-term value for our investors.

The core components of our program include:

ESG Committee Oversight: Implementation of our ESG strategy and initiatives is led by our ESG Committee, which reports to the Board or the Nominating and Corporate Governance Committee on a quarterly basis to provide updates on ESG initiatives and information on regulatory and compliance developments. The ESG Committee is led by our Chief Administrative Officer and is comprised of a cross-functional group of our employees, including members of senior management. The ESG Committee works with our portfolio companies to assist them in developing and implementing their ESG plans to address risks and opportunities specific to each company.

Due Diligence: We have integrated ESG analyses into the due diligence of our digital equity fund investments and our ESG analysis is typically presented to the relevant fund investment committee for each portfolio company that we invest in.

 

DIGITALBRIDGE 2024 PROXY STATEMENT | 3

Asset Management: We provide an ESG reporting framework for DigitalBridge portfolio companies, identifying ESG-related expectations as well as a set of ESG key performance indicators (“KPIs”) for quarterly measurement and reporting to the portfolio company board and to DigitalBridge’s ESG team. We typically hold calls with portfolio company ESG leadership every two months and have built a central repository of key documents and tools that all of our portfolio companies can access and leverage to more efficiently develop their ESG programs.

Diversity: We are focused on fostering a diverse workforce with different perspectives, experiences, and backgrounds to encourage innovative and creative ideas, and ultimately lead to our collective success. We recognize that a diverse investment team enhances our ability to source, evaluate and manage an attractive and differentiated set of investment opportunities. We believe that these same principles apply to our portfolio companies and support them in initiatives to broaden talent pools, encourage retention of employees, and provide best-in-class training and development opportunities to all employees.

Transparency: We issue an annual ESG Report, which is available on our website, to provide transparent communication around our ESG efforts. We published our 2022 ESG report in June 2023 detailing measurable progress at both the Company and our portfolio companies. Our 2023 ESG Report will be released this spring. The information that is found on or accessible through our website is not incorporated into, and does not form a part of, this proxy statement or any other report or document that we file with or furnish to the Securities and Exchange Commission (“SEC”).

Corporate Governance Highlights

​

(1)

Stockholder approval required for DBRG board to adopt a classified board structure and other anti-takeover provisions.

​

(2)

DBRG stockholders have the ability to call special stockholders meetings, remove and replace directors, amend bylaws and approve increases in the number of shares authorized for issuance.

​

 

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PROPOSAL NO. 1:

ELECTION OF DIRECTORS​

Based on the recommendation of the Nominating and Corporate Governance Committee, the Board has unanimously recommended that the following 9 persons be elected to serve on our Board, each until the 2025 Annual Meeting of Stockholders and until his or her successor is duly elected and qualified:

All of the nominees are current directors and were elected by the stockholders at the 2023 annual meeting of stockholders. Each nominee has consented to being named in this Proxy Statement and to serve if elected. If, prior to the 2024 Annual Meeting, a nominee is not able to serve for any reason or for good cause will not serve, proxies will be voted for an additional person designated by our Board, unless our Board determines to reduce the number of directors or to leave a vacant seat on our Board in accordance with the Company’s charter and bylaws.

 

DIGITALBRIDGE 2024 PROXY STATEMENT | 5

Board of Directors

Our Board of Directors believes that having a diverse mix of directors with complementary qualifications, expertise, and attributes is essential to meeting its oversight responsibility. All of our directors except Marc C. Ganzi, our Chief Executive Officer, are independent. Each of our directors attended at least 75% of the aggregate number of meetings held by: (i) the Board of Directors during such director’s respective term of service in 2023; and (ii) each committee, in each case during the period in 2023 for which such director served as a member. Our Nominating and Corporate Governance Committee has prioritized refreshment over the past several years, and our 9 director nominees for the 2024 Annual Meeting include three females (one of whom is also Asian American) and two African American males.

Nominees for DigitalBridge Board of Directors—At-A-Glance

 

6 | DIGITALBRIDGE 2024 PROXY STATEMENT

Board Composition and Refreshment

Our Board recognizes the importance of having the right mix of skills, expertise and experience and is committed to continuously reviewing its capabilities in relation to our strategic direction and ongoing refreshment. As part of the Company’s strategic transformation, we have added directors to our board with digital, infrastructure and investment management experience. Seven of our nine director nominees have joined the Board in the last five years, as shown in the table below.

 

DIGITALBRIDGE 2024 PROXY STATEMENT | 7

The table below summarizes the key experience, qualifications and attributes for each director nominee and highlights the balanced mix of experience, qualifications and attributes of the Board as a whole. This high-level summary is not intended to be an exhaustive list of each director nominee’s skills or contributions to the Board.

 

8 | DIGITALBRIDGE 2024 PROXY STATEMENT

Our Director Nominees

The information below includes each director nominee’s name, age, principal occupation, business history and certain other information, including the specific experience, qualifications, attributes and skills that led our Board to conclude that each such person should serve as a director of our company.

 

DIGITALBRIDGE 2024 PROXY STATEMENT | 9

 

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DIGITALBRIDGE 2024 PROXY STATEMENT | 17

Corporate Governance

Corporate Governance Guidelines and Codes of Ethics

We are committed to good corporate governance practices and, as such, we have adopted our Corporate Governance Guidelines, Code of Business Conduct and Ethics, and Code of Ethics for Principal Executive Officer and Senior Financial Officers discussed below to enhance our effectiveness. These guidelines and codes are available on our website at www.digitalbridge.com under the heading “Shareholders—Corporate Governance.” You can also receive a copy of our Corporate Governance Guidelines, Code of Business Conduct and Ethics and Code of Ethics for Principal Executive Officer and Senior Financial Officers, without charge, by writing to:

Investor Relations
DigitalBridge Group, Inc.
750 Park of Commerce Drive
Suite 210
Boca Raton, FL 33487.

Our Corporate Governance Guidelines are designed to assist our Board in monitoring the effectiveness of decision-making at the Board and management level and ensuring adherence to good corporate governance principles, all with a goal of enhancing stockholder value over the long term. Our Corporate Governance Guidelines govern, among other things, Board member qualifications, responsibilities, restrictions and education, Board and committee function, management succession and self-evaluation. Our Code of Business Conduct and Ethics relates to the conduct of our business by our employees, officers and directors. We strive to maintain high standards of ethical business practices and compliance with all laws and regulations applicable to our business, including those relating to doing business outside the United States. Specifically, among other things, our Code of Business Conduct and Ethics prohibits employees from providing gifts, favors or anything of value to government officials or employees or members of their families. We have also adopted a Code of Ethics for Principal Executive Officer and Senior Financial Officers, which applies to our Chief Executive Officer, Chief Financial Officer and all other senior financial officers of our company. We will disclose any amendments or waivers from the Code of Ethics for Principal Executive Officer and Senior Financial Officers and Code of Business Conduct and Ethics on our website.

Director Independence

Of our 9 directors being nominated for election by our Board, our Board affirmatively determined that each of the following eight director nominees is independent under the NYSE listing standards:

In determining director independence, our Board considered whether or not each director or nominee has a direct or indirect material relationship with the Company and has otherwise complied with the requirements for independence under the applicable NYSE rules. Marc C. Ganzi is not independent, as Mr. Ganzi is our Chief Executive Officer.

 

18 | DIGITALBRIDGE 2024 PROXY STATEMENT

Board Leadership Structure

Our Board has appointed Ms. Curtin as our independent, non-executive Chairperson of the Board. As Chairperson of the Board, Ms. Curtin:

■

presides over all meetings of the Board (including executive sessions of the independent directors) and stockholders,

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■

reviews and approves meeting agendas, meeting schedules and other information,

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■

acts as a liaison between

​

(1)

the outside directors and management, including the Chief Executive Officer,

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(2)

among independent directors, and

​

(3)

between interested third parties and the Board,

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■

serves as the focal point of communication to the Board regarding management plans and initiatives,

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ensures that the role between Board oversight and management operations is respected,

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■

consults on stockholder engagement and governance matters, and

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■

performs such other duties as the Board requires from time to time.

​

Our Chief Executive Officer, Mr. Ganzi, is responsible for working with the Board in setting the Company’s strategic direction and day-to-day leadership and performance. Mr. Ganzi has substantial experience, knowledge and relationships in the digital infrastructure and investment management industries and our Board believes that having the Chairperson role as a separate position allows Mr. Ganzi to focus on continued execution of the Company’s business plan, which will best serve the interests of the Company.

In addition, the Board believes that having an independent Chairperson:

(1)

increases the independent oversight of the Company and enhances the Board’s objective evaluation of our Chief Executive Officer,

​

(2)

provides our Chief Executive Officer with an experienced sounding board in the Chairperson, and

​

(3)

provides an independent spokesperson for the Company.

​

Our Compensation, Audit and Nominating and Corporate Governance Committees are currently comprised entirely of independent directors. The Board believes that having an independent Chairperson of the Board and independent Compensation, Audit and Governance Committees provides a structure for strong independent oversight of our management. Each committee chair presides over the chair’s committee meetings and reviews and approves meeting agendas, schedules and other information for the committee. We believe that the Board’s leadership structure, including its independent chair, majority of independent directors, and allocation of oversight responsibilities to appropriate committees, provides effective board- level risk oversight. If in the future the Board, after considering facts and circumstances at that time, appoints the Chief Executive Officer as Chairperson of the Board, we will promptly publicly disclose the appointment.

Under our Corporate Governance Guidelines, if the Chairperson is not an independent director, the independent members of the Board shall elect an independent director to serve as Lead Director, and the Board will develop duties and obligations for the Lead Director. We would expect any appointed Lead Director to generally assume the duties and responsibilities of our independent Chairperson described above.

Board’s Role in Risk Oversight

The Board is responsible for overseeing and monitoring our risk management processes. The Board is assisted in its oversight responsibilities by the standing Board committees, which have assigned areas of oversight responsibility for various matters as described in the Board committee charters and as provided in NYSE rules. A summary of the risk oversight responsibilities allocated to the standing committees is set

 

DIGITALBRIDGE 2024 PROXY STATEMENT | 19

forth below. The Board or the responsible committee considers short-term, medium-term and long-term risks in exercising their oversight responsibilities and considers the immediacy and magnitude of the potential impact of a particular risk in assessing mitigation strategies. Our Board committees meet regularly to discuss these areas of risk and report back to the Board.

In connection with its oversight of risk to our business, our Board and its committees consider feedback from our Chief Financial Officer, Internal Auditor and other members of management concerning the Company’s operations and strategies and consider the attendant risks to our business. The Board and its committees also engage in regular discussions regarding risk management with our independent and internal auditors. The Board routinely meets with our Chief Executive Officer, President, Chief Financial Officer, Chief Legal Officer and Chief Accounting Officer, and other members of management as appropriate in the Board’s consideration of matters submitted for Board approval and risks associated with such matters.

The Board and its committees hear reports from the members of management responsible for the matters considered to enable the Board and each committee to understand and discuss risk identification and risk management. All directors have access to members of management in the event a director wishes to follow up on items discussed during the Board meeting. The Board and its committees consult with outside advisors and experts on risk matters when necessary.

For further information regarding the roles performed by each of our committees, including in connection with risk oversight, see “Proposal No. 1—Information about our Board of Directors and its Committees.”

Majority Voting Standard for Election of Directors

Our bylaws provide that, in any uncontested election of directors, a director nominee will be elected by a majority of all of the votes cast at a meeting of stockholders duly called and at which a quorum is present. If in any uncontested election of directors an incumbent director does not receive a majority of the votes cast by stockholders entitled to vote with respect to the election of that director, our Corporate Governance Guidelines require such director to tender his or her resignation within three days after certification of the results. To the extent that one or more directors’ resignations are accepted by the Board, the Nominating and Corporate Governance Committee will recommend to the Board whether to fill such vacancy or vacancies or to reduce the size of the Board.

 

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Directors Offer of Resignation Policy

Our Corporate Governance Guidelines provide that, whenever a member of our Board accepts a position with a company that is competitive to the Company’s business or violates our Code of Business Conduct and Ethics, Corporate Governance Guidelines or any other Company policy applicable to members of our Board, such Board member must offer his or her resignation to the Nominating and Corporate Governance Committee for its consideration. Such Board member is expected to act in accordance with the Nominating and Corporate Governance Committee’s recommendation in this regard.

Executive Sessions of Non-Management Directors

Pursuant to our Corporate Governance Guidelines and the NYSE listing standards, in order to promote open discussion among non-management directors, our Board of Directors devotes a portion of each regularly scheduled Board and committee meeting to executive sessions without management participation. In addition, our Corporate Governance Guidelines provide that if the group of non-management directors includes directors who are not independent, as defined in the NYSE’s listing standards, at least one such executive session convened per year shall include only independent directors. Our Chairperson of the Board presides and will continue to preside at these sessions.

Director Nomination Procedures

Our goal is to ensure that our Board of Directors consists of a diversified group of qualified individuals that function effectively as a group. While it is expected that qualifications and credentials for consideration as a director nominee may vary according to the particular areas of expertise being sought as a complement to the existing composition of the Board of Directors, our Nominating and Corporate Governance Committee charter provides that candidates for director must have the highest personal and professional integrity, a demonstrated exceptional ability and judgment and an ability to be most effective, in conjunction with the other nominees to the Board, in collectively serving the long-term interests of the Company and its stockholders.

In addition to the aforementioned qualifications, the Nominating and Corporate Governance Committee shall assess the nominee’s independence and may consider, among other things, the following, all in the context of an assessment of the perceived needs of the Board at that time:

■

diversity, age, background, skill and experience;

​

■

personal qualities, high ethical standards and characteristics, accomplishments, and reputation in the business community;

​

■

knowledge and contacts in the communities in which the Company conducts business and in the Company’s industry or other industries relevant to the Company’s business;

​

■

ability and willingness to devote sufficient time to serve on the Board and committees of the Board;

​

■

knowledge and expertise in various areas deemed appropriate by the Board; and

​

■

fit of the individual’s skills, experience, and personality with those of other directors in maintaining an effective, collegial, and responsive Board.

​

The Nominating and Corporate Governance Committee will seek to identify director candidates based on input provided by a number of sources, including (a) Nominating and Corporate Governance Committee members, (b) other members of the Board of Directors and (c) stockholders of the Company. The Nominating and Corporate Governance Committee also has the sole authority to consult with or retain advisors or search firms as it deems necessary or appropriate in its sole discretion, including any search firm to assist in the identification of qualified director candidates.

All candidates submitted by stockholders will be evaluated in the same manner as all other director candidates, provided that the advance notice and other requirements set forth in our bylaws have been

 

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followed. Pursuant to our bylaws, written notice by stockholders of qualifying nominations for election to our Board at the 2024 Annual Meeting must have been received by December 9, 2023. We did not receive any such nominations and no other nominations for election to our Board may be made by stockholders at the 2024 Annual Meeting.

Communications with the Board

Our Board has established a process to receive communications from interested parties, including stockholders. Interested parties may contact the Chairperson of the Board, at the following address:

“Chairperson” c/o Secretary
DigitalBridge Group, Inc.
750 Park of Commerce Drive
Suite 210
Boca Raton, FL 33487

or by email at chairperson@digitalbridge.com.

The Chairperson of the Board will decide what action should be taken with respect to the communication, including whether such communication should be reported to the Board of Directors.

Anti-Hedging/Pledging Policy

Our insider trading policy applicable to all employees of the Company, including all of our officers and members of our Board, among others, strictly prohibits at all times:

(1)

trading in call or put options involving the Company’s securities and other derivative securities,

​

(2)

engagement in short sales of the Company’s securities,

​

(3)

holding the Company’s securities in a margin account, and

​

(4)

pledging the Company’s stock to secure margin or other loans, except as otherwise approved by our Board.

​

 

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Information about Our Board of Directors and Its Committees

During the year ended December 31, 2023, our Board met on 20 occasions. Each director attended at least 75% of the aggregate number of meetings of our Board and of all committees on which he or she served during his or her period of service.

All directors are expected to attend the annual meeting of stockholders as provided in our Corporate Governance Guidelines. All of the directors on our Board in May 2023 attended the 2023 Annual Meeting of Stockholders.

Our Board has established an Audit Committee, a Compensation Committee and a Nominating and Corporate Governance Committee. Each of these standing committees has adopted a committee charter, which is available on our website at www.digitalbridge.com under the heading “Shareholders—Corporate Governance” or by writing to:

Investor Relations
DigitalBridge Group, Inc.
750 Park of Commerce Drive
Suite 210
Boca Raton, FL 33487 to request a copy, without charge.

In addition, the Board had an independent transaction committee that was formed in March 2022, the term of which expired in 2023 following the completion of the DataBank recapitalization.

Each committee of our Board is composed exclusively of independent directors, as defined by the listing standards of the NYSE. Moreover, the Compensation Committee is composed exclusively of individuals referred to as “non-employee directors” in Rule 16b-3 of the Exchange Act, and “outside directors” in Section 162(m) of the Internal Revenue Code of 1986, as amended.

2023 Board Committee Rotation

In connection with our Board’s dedication to Board refreshment to support the Company’s transformation, the Nominating and Corporate Governance Committee conducted an extensive evaluation of the skills, qualifications and diversity of our director nominees for the 2024 Annual Meeting. Following this evaluation, upon the Nominating and Corporate Governance Committee’s recommendation, the Board approved the continuation of the current committee composition and chairpersons. The below chart summarizes our current Board committee memberships.

 

DIGITALBRIDGE 2024 PROXY STATEMENT | 23

​

(1)

Ms. Curtin serves as our independent, non-executive Chairperson of our Board.

​

Audit Committee

Our Board has determined that all five members of the Audit Committee are independent and financially literate under the rules of the NYSE. In addition, our Board has determined that current Audit Committee members, Jon A. Fosheim, Dale Anne Reiss and David M. Tolley and Gregary J. McCray are “audit committee financial experts,” as that term is defined by the SEC. The Audit Committee is responsible for the oversight of, among other things, our accounting and financial reporting processes, the integrity of our consolidated financial statements and financial reporting process, our systems of disclosure controls and procedures and internal control over financial reporting, the enterprise-wide risk management policies of our operations, our compliance with financial, legal and regulatory requirements and our ethics program, the evaluation of the qualifications, independence and performance of our independent registered public accounting firm, and the performance of our internal audit function. In addition, the Audit Committee has established and maintains procedures for the receipt of complaints and submissions of concerns regarding accounting and auditing matters. The Audit Committee met five times in 2023. The Audit Committee Report is included later within this Proxy Statement.

Nominating and Corporate Governance Committee

Our Board has determined that all members of the Nominating and Corporate Governance Committee are independent under the rules of the NYSE. The Nominating and Corporate Governance Committee is responsible for, among other things, identifying and recommending to our Board qualified candidates for election as directors and recommending nominees for election as directors at the annual meeting of stockholders. It also implements and monitors our ESG program, our board education program and our Corporate Governance Guidelines and reviews our Corporate Governance Guidelines and other corporate policies annually. It reviews and makes recommendations on matters involving the general operation of our Board and our corporate governance and annually recommends to our Board members for each committee of our Board. In addition, the Nominating and Corporate Governance Committee annually facilitates the assessment of our Board’s performance as a whole and of the individual directors and reports thereon to our Board. The Nominating and Corporate Governance Committee met six times in 2023.

 

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Compensation Committee

Our Board has determined that all members of the Compensation Committee are independent under the rules of the NYSE. The Compensation Committee is responsible for, among other things, reviewing and approving on an annual basis corporate goals and objectives relevant to our Chief Executive Officer’s compensation and evaluating our Chief Executive Officer’s performance in light of such goals and objectives, determining compensation for our executive officers, implementing and administering our equity compensation plans, preparing and submitting a report on executive compensation for inclusion in our proxy statement and/or annual report and reviewing, evaluating and recommending to the Board, if appropriate, changes to the compensation for directors. In addition, the Compensation Committee also ensures that compensation plans are designed with an appropriate balance of risk and reward in relation to the Company’s overall business strategy and do not encourage excessive or unnecessary risk-taking behavior.

The Compensation Committee may delegate its authority to members as it deems appropriate, and any actions taken by such members must be reported to the full Compensation Committee at its next regularly scheduled meeting. The Compensation Committee has the sole authority to retain and terminate such outside legal, accounting or other advisors to the Compensation Committee as it deems necessary and advisable in its sole discretion, including compensation consultants. In selecting such advisors or consultants, the Compensation Committee considers the independence of such advisor or consultant, as determined by it in its business judgment, in accordance with the standards of the NYSE, any applicable rules and regulations of the SEC and other applicable laws relating to independence of advisors and consultants. The Compensation Committee will be directly responsible for the appointment, compensation, and oversight of the work of any compensation consultant or other advisor retained by the Compensation Committee. The Compensation Committee met 11 times in 2023. The Compensation Committee Report is included later within this Proxy Statement.

Compensation Committee Interlocks and Insider Participation

There are no Compensation Committee interlocks or employee participation on the Compensation Committee.

Director Compensation

Determination of Compensation Awards

The Compensation Committee has responsibility for making recommendations to our Board regarding non-employee director compensation. Our goal is the creation of a reasonable and balanced Board compensation program that aligns the interests of our Board with those of our stockholders. We use a combination of cash and stock-based compensation to attract and retain highly-qualified candidates to serve on our Board. In setting director compensation, we consider:

■

the significant amount of time that directors expend in fulfilling their duties to us,

​

■

participation on Board committees,

​

■

the skill-level required by us of members of our Board, and

​

■

competitive pay practice data.

​

In 2023, the Compensation Committee engaged an independent compensation consultant, Semler Brossy Consulting Group (“Semler Brossy”), to assist in its review of competitive practice data regarding non- employee director compensation and to advise the Compensation Committee in connection with making recommendations to our Board with respect to the amount and form of such compensation. Following the Compensation Committee’s comprehensive review of competitive practice data and in consideration of advice provided by Semler Brossy, the Compensation Committee recommended to our Board, and our Board approved, the non-employee director compensation program described below for 2023.

 

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Non-Employee Directors

During 2023, our non-employee directors’ fees were as follows:

​

(1)

The Chairperson attends regularly scheduled committee meetings without any additional compensation for such participation at the committee meetings for which he or she is not a member, except for any per meeting fees pursuant to the policy set forth in the paragraph below.

​

(2)

To be granted two business days following such director’s re-election to the Board in the form of restricted shares of Class A common stock, which will vest in full on the one-year anniversary of the date of grant, subject to the director’s continued service on the Board. In addition, promptly following initial appointment or election to our Board, a pro rata portion (based on the period from such director’s initial appointment to the first anniversary of the Company’s most recent annual stockholder meeting) of the Annual Stock Award is granted, subject to vesting on the first anniversary of the Company’s most recent annual stockholder meeting.

​

The annual retainers are paid quarterly in arrears in cash. In addition, the Board has a per meeting fee of $2,500 for any Board meeting(s) (including meetings of the independent directors of the Board) attended once the number of Board meetings exceeds 8 for the fiscal year and $1,500 for any Audit Committee, Compensation Committee or Nominating & Corporate Governance Committee meeting(s) attended once the number of meetings of such committee exceeds 8 for the fiscal year. The additional meeting fees are payable quarterly following the end of the previous quarter. The Company also reimburses each of the directors (or pays for) their travel expenses incurred in connection with their attendance at Board and committee meetings.

In 2023, the Board met 20 times and the independent directors of the Board met 10 times, the Audit Committee met 5 times, the Compensation Committee met 11 times and the Nominating & Corporate Governance Committee met 6 times.

Non-Executive Director Deferred Compensation Program

The non-executive directors have the right to elect to receive all or a portion of their annual retainers and any additional annual retainers in the form of deferred stock units in lieu of cash or restricted stock, which units would be issued as of the applicable payment date and valued based on the closing price of the Company’s shares of Class A common stock on the business day prior to such applicable payment date. Deferred stock units are payable in shares of the Company’s Class A common stock either upon the director’s departure from the Board or in annual installments over three years following departure. All deferred

 

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stock units are entitled to receive dividend equivalent payments, which are reinvested into additional deferred stock units. Any such additional deferred stock units will be subject to the same restrictions and conditions, including any vesting conditions, as the deferred stock units with respect to which they were credited.

Director Compensation for 2023

The following table provides information concerning the compensation of our non-employee directors for 2023:

​

(1)

Includes deferred stock units paid in lieu of cash to Ms. Curtin and Mr. Fosheim.

​

(2)

Represents the grant date fair value, computed in accordance with FASB ASC Topic 718, of the shares of common stock and/or deferred stock units granted to each of our non-employee directors on May 15, 2023, which was for the annual grant in connection with each director’s election or re-election to the Board on May 11, 2023. As of December 31, 2023, except for (i) 16,011 unvested shares held by each of Mses. Diefenderfer and Reiss and Messrs. Brown, McCray and Tolley, (ii) 16,041 unvested deferred stock units held by each of Ms. Curtin and Messrs. Fosheim and Rasheed and (iii) 16,030 unvested deferred stock units held by Mr. Brown, none of our directors held any unexercised option awards or unvested stock awards that had been granted as director compensation. Each of the stock awards in 2023 was issued in the form of deferred stock units, except that 100% of the stock awards granted to each of Mses. Diefenderfer and Reiss and Messrs. Brown, McCray and Tolley were in restricted shares of the Company’s Class A common stock.

​

(3)

Mr. Carter ceased to serve on the Board effective May 11, 2023.

​

(4)

Mr. Brown was elected to our Board on May 11, 2023.

​

Director Stock Ownership Guidelines

Our Board adopted the following minimum stock ownership guidelines for non-executive members of our Board:

Pursuant to the Non-Executive Independent Director Compensation Policy, each non-executive director is required to maintain ownership of shares of Class A common stock of the Company (which may include deferred stock units) with a value no less than four-times (4x) the annual cash base fee for his or her services. In connection with the foregoing share ownership requirement, each non-executive director shall have until the end of the five-year period commencing upon such director’s initial election to the Board to comply with the minimum share ownership requirement in order to stand for re-election. Each director is currently in compliance with these ownership requirements or is within the five-year transition period.

 

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EXECUTIVE

OFFICERS​

The following sets forth certain information concerning our executive officers. Our executive officers, who are appointed annually by our Board of Directors, are critical to creating and executing on the Company’s strategy. As of March 18, 2024, Mr. Mayrhofer became the Company’s Chief Financial Officer and Treasurer, following the completion of the transition of duties from his predecessor, Jacky Wu.

See “Proposal No. 1: Election of Directors—Board of Directors” above for Mr. Ganzi’s biographical information.

 

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DIGITALBRIDGE 2024 PROXY STATEMENT | 29

PROPOSAL NO. 2:

NON-BINDING, ADVISORY VOTE TO APPROVE NAMED EXECUTIVE OFFICER COMPENSATION

Pursuant to Section 14A(a)(1) of the Exchange Act, we are providing stockholders with the opportunity to approve the following non-binding, advisory resolution:

“RESOLVED, that the compensation paid to the Company’s named executive officers, as disclosed in this Proxy Statement pursuant to the Item 402 of Regulation S-K, including the Compensation Discussion and Analysis, compensation tables and narrative discussion, is hereby APPROVED.”

We are asking our stockholders to indicate their support for the resolution approving our named executive officers’ compensation as described in this Proxy Statement. This advisory vote is commonly referred to as “say-on-pay.” This vote is not limited to any specific item of compensation but rather addresses the overall compensation of our named executive officers and our philosophy, policies and practices relating to their compensation as described in this Proxy Statement in accordance with the SEC’s compensation disclosure rules. Please see “Compensation Discussion and Analysis” in this Proxy Statement for additional details about our executive compensation programs, including information about the compensation of our named executive officers for 2023.

The resolution approving the compensation of our named executive officers is advisory and, therefore, will not have any binding legal effect on the Company, our Board or the Compensation Committee. Our Board and the Compensation Committee value the opinions of our stockholders and intend to take the results of the vote on this proposal into account in future decisions regarding the compensation of our named executive officers.

 

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COMPENSATION

COMMITTEE REPORT​

The Compensation Committee of our Board of Directors has reviewed and discussed the Compensation Discussion and Analysis required by Item 402(b) of Regulation S-K with management and, based on such review and discussions, the Compensation Committee recommended to the Board that the Compensation Discussion and Analysis be included in this Proxy Statement.

Respectfully submitted by the Compensation Committee:

 

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COMPENSATION

DISCUSSION AND ANALYSIS​

This Compensation Discussion & Analysis section discusses the compensation of our named executive officers (NEOs) as follows:

This Compensation Discussion & Analysis section also discusses the compensation of Ronald Sanders, our former Chief Legal Officer, who is an NEO but was no longer employed as of December 31, 2023. For a discussion of Mr. Sanders’ 2023 compensation, see “Employment Agreements with Other Named Executive Officers—Ronald Sanders”.

Executive Compensation Program

Pay for Performance Philosophy and Program Objectives

OUR PHILOSOPHY

The primary goal of our executive compensation program is to align the interests of our executive officers with those of our stockholders and investors in the funds we manage in a way that allows us to attract and retain the best executive talent to grow our business. Our executive compensation program contains elements that are designed to strengthen the link between pay and performance and to discourage excessive risk-taking. The elements of our executive compensation program include base salaries, cash bonuses, equity awards and performance fee allocations in our managed funds and investment vehicles, which is consistent with our peers in the alternative asset management industry.

We regularly benchmark our performance and compensation against our peers, taking into consideration market capitalization and complexity as indicated by revenues and other factors, to set target levels of compensation and determine the value and level of award opportunities. We focus on creating variable pay structures, emphasizing long-term compensation directly related to our stock price, relative TSR and other strategic and financial objectives. We also encourage the direct investment of our executive officers in our

 

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managed funds and investment vehicles, which is a requirement for our executives to receive performance fee allocations and further aligns our executive officers with the interests of stockholders and investors. See “Performance Fees.”      

 

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COMPENSATION PRACTICES

We believe that our executive compensation programs provide appropriate performance-based incentives to attract and retain leadership talent in the highly competitive market in which we operate, to align management and stockholder interests and to continue to drive our long-term track record of strong returns to stockholders. The following are key features of our executive compensation programs:

WE PAY FOR PERFORMANCE

Elements of Variable Pay

Variable pay, consisting of annual cash bonus, long-term incentive equity awards and, if any, performance fee allocations, constitutes the vast majority of our executive compensation. This weighting towards variable pay allows the Compensation Committee to incentivize performance in both our business operations and our stock price. To enhance pay-for-performance alignment with our stockholders, 50% of long-term incentive equity awards granted by the Company are “at-risk” performance-based stock awards, the ultimate value of

 

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which depends on the Company’s total stockholder return relative to peer companies based on future performance. The performance fee allocation component is an element that is consistent with other alternative asset managers in recognition that the private fund investors that we serve also seek alignment with our executives, and we believe this alignment supports the continued growth of our business. See “Performance Fee Allocations.”

The following charts present the ratio of the components of compensation that are variable and at risk (annual cash bonus, long-term incentive equity awards and performance fee payments) in comparison to salary in 2023 for our Chief Executive Officer individually, and the weighted average of each component for our other current NEOs as a group:

Process for Determining Annual Compensation

We have adopted a structured pay model, which is primarily driven by formulaic-based determinations of rigorous financial and quantitative goals. This structured pay model, described further herein, was used to determine compensation for 2023 performance for our NEOs. Our Compensation Committee reviews our compensation program annually to ensure that it continues to align the incentives of our NEOs with the interests of our stockholders.

During the first quarter of each fiscal year, the Compensation Committee determines the annual cash bonuses and long-term incentive equity awards to be awarded with respect to performance during the prior year. In the first half of each year, the Compensation Committee also adopts an annual incentive plan, which establishes a formulaic approach to determining the amount of target cash bonuses to be paid for the current fiscal year and determines the amount of base salaries, target annual cash bonuses and target long-term incentive equity awards for each executive officer. The Compensation Committee engages Pay Governance, a nationally recognized independent consulting firm to review and provide independent analysis and recommendations to the Compensation Committee regarding compensation to our executive officers, our annual incentive plan, our peer group and other compensation matters based on their experience and relevant market data.

During the 2023 evaluation period, to establish a framework for executive compensation for 2023, the Compensation Committee and Pay Governance discussed each of the elements of our compensation plan, including cash bonus, long-term incentive equity awards and performance fee allocations, carefully evaluated details of equity compensation plans within the Company’s peer group and reviewed other relevant company published survey data. Pay Governance met with members of the Compensation Committee and management in separate meetings and calls regarding these matters. In addition, the Compensation Committee considered the Company’s performance and relative stockholder return, the amount of compensation payable, including annual incentive awards, to similarly situated officers within our peer group

 

DIGITALBRIDGE 2024 PROXY STATEMENT | 35

and prior stockholder votes on executive compensation, among other factors, prior to adopting the 2023 Annual Incentive Plan. The 2023 Annual Incentive Plan provided objective measures for evaluating cash bonus compensation of our NEOs as described herein.

PEER BENCHMARKING

Based on recommendations from our compensation consultant, we effectuated a re-balance of our peer group for 2023 to reflect the completion of our digital transformation as well as our company’s size in terms of revenue, assets, market capitalization and enterprise value.

Our peer group for 2023 consisted of the following companies:

Based on recommendations from Pay Governance, we removed Apollo Global Management, Blackstone Group, and KKR & Co. from our peer group for 2024 due to their size and removed Federated Hermes from our peer group because we do not view them as a competitor in our industry. These changes effectuate a re-balance of our peer group after considering factors such as industry, business model relevance, size, and firms with which we compete for talent. As part of this process for 2024, we reviewed assets under management, market capitalization, and business mix, with a focus on alternative asset managers given the expectation that the Company would deconsolidate its Operating segment, which was completed in December 2023.

Our peer group for 2024 consists of the following companies:

2023 Compensation Decisions

Based upon its review of our corporate performance and the individual performance of each NEO employed as of December 31, 2023, as discussed in this Compensation Discussion and Analysis, the Compensation Committee approved the compensation amounts outlined in the table below. This table provides a comprehensive summary of each such NEO’s total recurring direct compensation for the 2023 performance year. This perspective may be useful in reviewing key incentive compensation decisions, as this is how the Compensation Committee considers performance and pay, with incentive compensation generally reflective of prior year’s performance. It should be noted that the table below is not intended to be a substitute for the Summary Compensation Table presented in “Compensation Tables and Related Narrative,” as certain amounts in the table below are different than the amounts in the Summary Compensation Table. The most significant differences are that this table (i) reflects long-term incentive equity awards granted in March 2024 for the 2023 performance year, while the Summary Compensation Table provides the value of the equity awards for the year in which they were granted and (ii) excludes non-recurring special bonuses and non-recurring other compensation items included in the All Other Compensation column of the Summary Compensation Table.

 

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2023 TOTAL RECURRING DIRECT COMPENSATION

​

(1)

Represents the dollar amount of 2023 grants approved by the Compensation Committee in 2024.

​

(2)

Excludes performance fee allocation payments. See “Performance Fees” for a discussion of performance fee allocations and the variable nature of performance fee payments.

​

(3)

Mr. Goldschein became an executive officer of the Company in May 2023.

​

Stockholder Engagement & 2023 Say-on-Pay Vote

Our Board believes in listening to and communicating with stockholders. We believe stockholder insight and recommendations should be an integral part of Board discussions on many matters, including compensation. The input we receive from stockholders as part of our regular engagement efforts impacts our compensation and corporate governance policies in a meaningful way. The Board, senior management and our investor relations team maintain a robust dialogue with investors to gain their perspectives on current issues and address any questions or concerns.

At our 2023 Annual Meeting of Stockholders, a majority of our stockholders voted against the say-on-pay advisory proposal to approve the compensation paid to our NEOs and approximately 43.4% of our stockholders voted in favor of the proposal. In light of the voting results on the say-on-pay resolution, we initiated an early outreach program to augment our annual shareholder proxy outreach initiatives, contacting holders of more than 85% of our outstanding Class A common stock following the 2023 Annual Meeting of Shareholders to solicit their input on our executive compensation program. During the period from December 2023 through February 2024, Greg McCray, the Chair of our Compensation Committee, met with each of the stockholders that expressed an interest in engaging, including 5 of our top 10 (representing approximately 27% of our outstanding Class A common stock) institutional investors, as part of the Board’s efforts to better understand their feedback on our overall executive compensation program. Neither our Chief Executive Officer, nor any other named executive officer, participated in any of these meetings with stockholders. All of the feedback received was shared with the full Board of Directors.

During this process, we had constructive dialogue with stockholders regarding our executive compensation program and found that, while there were a variety of viewpoints on a range of topics, there were certain recurring themes. Among these were feedback related to the correlation between pay and performance in 2022, the impact of performance fee payments resulting from the DataBank recapitalization to the compensation reported for our Chief Executive Officer and President, the level of stock ownership of our NEOs and whether performance fees should represent a smaller or larger component of our compensation program. In addition, we received specific comments on certain features of the equity awards component of our compensation program and requests from certain stockholders for additional disclosure to explain our use of performance fee allocations as an element of compensation in our Compensation Discussion & Analysis, as described in the table below.

 

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We strongly considered the feedback received from stockholders on our executive compensation program in implementing our executive compensation program for 2024. Our Compensation Committee deeply values the continued interest of and feedback from our stockholders on our executive compensation program and is committed to maintaining an active dialogue to find ways to continue to improve the Company’s executive compensation program and to ensure these perspectives are thoughtfully taken into account. The Company’s annual stockholder outreach campaign, led by Mr. McCray in 2024, will continue this dialogue.

SEC rules require the vote on the frequency of stockholder votes on executive compensation to be held at least once every six years. In light of the Board’s recommendation and the voting results with respect to the frequency of stockholder votes on executive compensation at the 2023 annual meeting of stockholders, we will continue to provide our stockholders, on an annual basis, with the opportunity to vote to approve the Company’s executive compensation program on an advisory basis until the next required vote on the frequency of stockholder votes on executive compensation. We currently expect the next stockholder vote on frequency to occur at our 2029 annual meeting.

Elements of Compensation

The key elements of our executive compensation program are (i) annual base salary, (ii) annual cash bonus, (iii) long-term incentive equity awards, (iv) performance fee allocations and (v) other benefits. The amount of the annual cash bonus is determined in accordance with an annual incentive plan established by the Compensation Committee each year. The other elements of compensation are determined by the Compensation Committee as described herein and in accordance with the contractual arrangement with our NEOs described under “Employment Agreements.”

2023 ANNUAL INCENTIVE PLAN OVERVIEW

In May 2023, the Compensation Committee established the 2023 Annual Incentive Plan and approved target cash bonuses for our then-current NEOs. The 2023 Annual Incentive Plan provided a 75% weighting across three financial metrics and a 25% weighting for the Company’s objectives related to deconsolidation of the Operating segment:

■

FEEUM Capital Raise (25%)

​

■

Run-rate Earnings (pre-tax, excluding Operating and performance fees) (25%)

​

■

Run-rate FRE (25%)

​

■

DataBank and Vantage SDC Deconsolidations (25%)

​

For 2023, the objective financial metric performance hurdles that our NEOs were required to achieve were established in connection with the Company’s budgeted operations for 2023. The 2023 Annual Incentive Plan also provided that the FEEUM Capital Raise would only include new FEEUM with an average management

 

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fee rate of 0.84% to ensure a focus on increasing the Company’s fee revenues. The Compensation Committee believes that the corporate financial metric targets established in the 2023 Annual Incentive Plan were robust and rigorous targets at the time they were established. The deconsolidation objectives were determined by the Board to be important strategic priorities for management to complete the Company’s business transformation and present investors with a simplified, asset-light financial profile.

In February 2024, the Compensation Committee determined the performance and payout levels that were achieved for our annual cash bonuses for 2023 based on available financial results for the corporate financial metrics component and the completion of the deconsolidation of DataBank and Vantage SDC. The following summarizes the performance and payout decisions made by the Compensation Committee for each of the performance goals established in the 2023 Annual Incentive Plan:

​

(1)

Payout range under the 2023 Annual Incentive Plan was established at 0-200% for each of our NEOs, with linear interpolation for performance between the minimum and maximum ranges set forth above. No payout below minimum threshold for each goal.

​

(2)

FEEUM Capital Raise goal was not achieved because the average management fee rate of the $6.8 billion raised fell short of the 0.84% minimum established by the Compensation Committee by four basis points.

​

Based on achievement levels of the performance goals and related payout percentages set forth above, weighted in accordance with the terms of the 2023 Annual Incentive Plan, annual cash bonuses pursuant to the 2023 Annual Incentive Plan were determined by a 133% payout percentage of the target opportunity for each of our then-current NEOs.

ANNUAL BASE SALARY

Base salaries are designed to compensate our executive officers at a fixed level of compensation that is market competitive and commensurate with each executive’s skills, experience and contributions. In determining base salaries, our Compensation Committee considers a number of factors, including each executive officer’s role and responsibilities, qualifications and experience, past performance, unique skills, future potential with our Company, compensation paid for similar positions within our peer group (including other comparable companies, as applicable) and internal pay equity.

The table below sets forth the base salaries of our NEOs (excluding Mr. Sanders) for the 2022 and 2023 years:

 

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ANNUAL CASH BONUS

The annual bonus payment is designed to incentivize our executive officers at a variable level of compensation based on performance. The Compensation Committee determines the annual cash bonus in accordance with the pre-established terms set forth in the Annual Incentive Plan, as described above.

The table below sets forth the annual cash bonuses of our NEOs (excluding Mr. Sanders) for the 2022 and 2023 years: