DigitalBridge Group, Inc.

750 Park of Commerce Drive Suite 210

Boca Raton, Florida 33487 (561) 570-4644

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

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NOTICE OF

ANNUAL MEETING OF STOCKHOLDERS

Virtual Meeting

Date and Time

via Live Audio Webcast

Record Date

April 26, 2024

https://web.lumiconnect.com/286413441

You can vote if you are a stockholder

9:00 a.m., Eastern Time

Webcast Passcode: digitalbridge2024

of record on March 1, 2024.

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

To approve, on a non-binding, advisory basis, named executive officer

Executive Compensation

compensation;

3

Approval of the

To approve the DigitalBridge Group, Inc. 2024 Omnibus Stock Incentive Plan;

DigitalBridge Group, Inc.

2024 Omnibus Stock

Incentive Plan

4

Ratification of

To ratify the appointment of Ernst & Young LLP as our independent registered

Independent Registered

public accounting firm for the fiscal year ending December 31, 2024; and

Public Accounting Firm

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.

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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

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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

  1. PROPOSAL NO. 2: NON-BINDING, ADVISORY VOTE TO APPROVE NAMED EXECUTIVE OFFICER COMPENSATION
  2. COMPENSATION COMMITTEE REPORT
  3. COMPENSATION DISCUSSION AND ANALYSIS
  1. Executive Compensation Program
  1. Compensation Tables and Related Narrative
  1. Discussion of Summary Compensation and Grants of Plan-Based Awards Tables
  1. Equity Compensation Plan Information

63 SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

  1. Ownership of Equity Securities of the Company by Directors and Executive Officers
  2. Ownership of Equity Securities of the Company by 5% Stockholders
  3. PROPOSAL NO. 3: APPROVAL OF THE DIGITALBRIDGE GROUP, INC. 2024 OMNIBUS STOCK INCENTIVE PLAN
  1. PROPOSAL NO. 4: RATIFICATION OF APPOINTMENT OF OUR INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
  2. AUDIT COMMITTEE REPORT
  3. INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM'S FEES
  4. 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

  1. Attend Our 2024 Annual Meeting of Stockholders
  2. OTHER INFORMATION

86 Stockholder Proposals and Director Nominations for 2025

  1. Annual Report
  2. Where You Can Find More Information
  1. Eliminating Duplicate Mailings
  1. Incorporation by Reference

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

A-1 APPENDIX A: PROXY CARD

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Disclaimer

Digitalbridge Group Inc. published this content on 18 March 2024 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 19 March 2024 14:25:05 UTC.