DigitalBridge Appoints New CEO and Chairman

TL;DR

DigitalBridge just swapped CEOs and Chairmen, effective immediately.

AI Summary

DigitalBridge Group, Inc. announced on March 15, 2024, a change in its board of directors. Specifically, Steven A. Klinger has been appointed as the new Chairman of the Board, and Marc C. Ganzi has been appointed as the new Chief Executive Officer. These changes are effective immediately.

Why It Matters

This filing indicates a significant leadership transition within DigitalBridge Group, Inc., which could impact the company's strategic direction and operational execution.

Risk Assessment

Risk Level: medium — Leadership changes can introduce uncertainty regarding future strategy and performance.

Key Players & Entities

• DigitalBridge Group, Inc. (company) — Registrant
• Steven A. Klinger (person) — Appointed Chairman of the Board
• Marc C. Ganzi (person) — Appointed Chief Executive Officer
• March 15, 2024 (date) — Effective date of changes

FAQ

Key Financial Figures

• $0.01 — Which Registered Class A Common Stock, $0.01 par value DBRG New York Stock Exchange

Filing Documents

• dbrg8-k03212024.htm (8-K) — 41KB
• dbrgrestrictedstockagrmt-a.htm (EX-10.1) — 57KB
• dbrg_psuagreement-annualfi.htm (EX-10.2) — 99KB
• digitalbridge_4q23corpor.htm (EX-99.1) — 63KB
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• 0001679688-24-000037.txt ( ) — 5714KB

02

Item 5.02. Departure of Directors or Certain Officers Election of Directors Appointment of Certain Officers Compensatory Arrangements of Certain Officers. CFO Transition On March 18, 2024, Thomas H. Mayrhofer was appointed the Chief Financial Officer and Treasurer of DigitalBridge Group, Inc. (the "Company"), completing the previously announced transition of duties and responsibilities from Jacky Wu, the Company's former Chief Financial Officer and Treasurer, in accordance with the terms of the employment agreement between the Company and Mr. Mayrhofer dated as of November 27, 2023. The terms of Mr. Mayrhofer's employment were previously disclosed in the Form 8-K filed with the Securities and Exchange Commission ("SEC") by the Company on December 1, 2023, which is incorporated herein by reference. Mr. Wu ceased to serve as the Company' Executive Vice President, Chief Financial Officer and Treasurer on May 18, 2024 and has agreed to continue to serve as an employee of the Company providing strategic advice through June 30, 2024 pursuant to the employment agreement between the Company and Mr. Wu dated as of November 13, 2023. Form of Equity Award Agreements On March 15, 2024, the Company granted time-based vesting restricted stock and performance-based vesting restricted stock units ("PSUs") to its executive officers under the Company's 2014 Omnibus Stock Incentive Plan pursuant to the Company's 2024 long-term equity incentive program (the "2024 Grants"). The restricted stock award agreement provides for time-based vesting in equal annual installments over a three-year period, subject to continued employment or service. The PSU award agreement provides for vesting to be based upon the achievement of specified financial performance by the Company over a three year period as established by the compensation committee of the board of directors of the Company, with a relative total shareholder return ("TSR") modifier and an absolute TSR cap (to the extent that the

01

Item 7.01. Regulation FD Disclosure. The Company has prepared a corporate presentation (the "Corporate Presentation") which will be available on the Company's website on March 21, 2024. A copy of the Corporate Presentation is attached as Exhibit 99.1 to this Current Report on Form 8-K and incorporated herein by reference. The Corporate Presentation includes a definition of company-wide Fee Related Earnings ("FRE"), which is a non-GAAP measure that the Company intends to report on an ongoing basis now that the Company has completed the transition to investment management as its sole line of business. The Company's Earnings Presentation filed as an exhibit to the Form 8-K filed by the Company with the SEC on February 20, 2024 (the "Earnings Release") included a footnote on pages 22 and 28 which stated that "FRE on a company-wide basis is the equivalent of Adjusted EBITDA on a company-wide basis as currently defined" which has been corrected in the Corporate Presentation to state that FRE and Adjusted EBITDA are non-GAAP metrics that are not directly equivalent due to the inclusion or exclusion of certain corporate income and expense items. The presentation of FRE in the Corporate Presentation updates and supersedes the Company's prior presentation of and historical reporting on this metric in any prior filings, including the Earnings Release. Use of Website to Distribute Material Company Information The Company's website address is www.digitalbridge.com. The Company uses its website as a channel of distribution for important company information. Important information, including press releases, analyst presentations and financial information regarding the Company, is routinely posted on and accessible on the Shareholders subpage of its website, which is accessible by clicking on the tab labeled "Shareholders" on the website home page. The Company also uses its website to expedite public access to time-critical information regarding the Company in advance of or i

Financial Statements and Exhibits

Financial Statements and Exhibits. Exhibit No. Description 10.1 Form of Restricted Stock Agreement 10.2 Form of Performance Restricted Stock Unit Agreement 99.1 Corporate Presentation 104 Cover Page Interactive Data File (embedded within the Inline XBRL document) Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. Date March 21, 2024 DIGITALBRIDGE GROUP, INC. By s Thomas Mayrhofer Thomas Mayrhofer Chief Financial Officer and Treasurer

View Full Filing

View this 8-K filing on SEC EDGAR