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UNITED STATES


SECURITIES AND EXCHANGE COMMISSION

Washington, DCD.C. 20549

SCHEDULE 14A

(RULE 14a-101)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION

Proxy Statement Pursuant to Section 14(a) of
the

Securities Exchange Act of 1934 (Amendment No.        )

Filed by the Registrant x

Filed by a Party other than the Registrant o¨

Check the appropriate box:

o¨Preliminary Proxy Statement
o¨Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
xDefinitive Proxy Statement
o¨Definitive Additional Materials
o¨Soliciting Material Pursuant tounder §240.14a-12

DigitalBridge Group, Inc.

COLONY CAPITAL, INC.
(Name

 (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 the appropriate box)all boxes that apply):

xNo fee required.
oFee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.
1)Title of each class of securities to which transaction applies:
2)Aggregate number of securities to which transaction applies: 
3)Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is calculated and state how it was determined):  
4)Proposed maximum aggregate value of transaction:  
5)Total fee paid: 
o¨Fee paid previously with preliminary materials.
o¨Check box if any part of the fee is offset as providedFee computed on table in exhibit required by Item 25(b) per Exchange Act Rule 0-11(a)(2)Rules 14a6(i)(1) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.
1)Amount Previously Paid: 
2)Form, Schedule or Registration Statement No.:  
3)Filing Party:  
4)Date Filed:  0-11.



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March 28, 2019
Dear Fellow Stockholder:
It is my pleasure to invite you to the 2019 Annual Meeting of Stockholders of Colony Capital, Inc. (the “Company”), which will be held on Tuesday, May 7, 2019, at 8:00 a.m., Eastern Time, at the Bank of America Conference Center, 114 West 47th Street, 1st Floor, New York, New York 10036.
At this year’s meeting, you will be asked to (i) elect 11 directors; (ii) approve (on a non-binding basis) the compensation of our named executive officers; and (iii) ratify the appointment of Ernst & Young LLP as our independent registered public accounting firm for 2019. The accompanying proxy statement provides a detailed description of these proposals. We urge you to read the accompanying materials so that you will be informed about the business to be addressed at the annual meeting. In addition to the formal business that will be transacted, management will report on the progress of our business and respond to comments and questions of general interest to our stockholders.
I sincerely hope that you will be able to attend and participate in the meeting. Whether or not you plan to attend the meeting, it is important that your shares be represented and voted. A form of proxy card and a copy of our annual report to stockholders are enclosed with this notice of annual meeting and proxy statement.
 

Sincerely,
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Thomas J. Barrack, Jr.
Executive Chairman of the Board of Directors & Chief Executive Officer

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COLONY CAPITAL, INC.
515 S. Flower St., 44th Floor
Los Angeles, CA 90071
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
To Be Held on May 7, 2019

Dear Stockholder:
You are cordially invited to attend our 2019 Annual Meeting of Stockholders to be held on Tuesday, May 7, 2019, at 8:00 a.m., Eastern Time, at the Bank of America Conference Center, 114 West 47th Street, 1st Floor, New York, New York 10036 for the following purposes:

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1.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 elect 11 directors from the nominees namedStockholders of DigitalBridge Group, Inc.: It is our pleasure to invite you to the 2022 Annual Meeting of stockholders (the “2022 Annual Meeting”) of DigitalBridge Group, Inc., a Maryland corporation. The 2022 Annual Meeting will be conducted virtually, via live audio webcast, on May 4, 2022, beginning at 11:00 a.m., Eastern Time. You will be able to attend the virtual 2022 Annual Meeting, vote your shares and submit questions during the meeting via live audio webcast by visiting https://web.lumiagm.com/286413441, using the passcode and control number as discussed in the attachedenclosed Notice of Annual Meeting of Stockholders. The enclosed materials include a notice of meeting, proxy statement, proxy card, self-addressed pre-paid envelope and Annual Report to serve one-year terms expiring atStockholders for the 2020fiscal year ended December 31, 2021. 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 30, 2022 Boca Raton, Florida

8229-2_8229-1_page_02.jpgNOTICE OF ANNUAL MEETING OF STOCKHOLDERS Virtual Meeting Date and Time via Live Audio Webcast Record Date Items of Business 2022 annual meeting of stockholders and until their successorshis or her successor is duly Executive Compensation as disclosed in the accompanying proxy statement; Independent Registered accounting firm for the fiscal year ending December 31, 2022; and Meeting or any postponement or adjournment of the 2022 Annual Meeting. Annual Report Our 2021 Annual Report to Stockholders accompanies this proxy statement. Proxy Voting Your vote is very important. Whether or not you plan to attend the virtual 2022 Annual Meeting via live webcast, you are dulyencouraged 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 2022 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, RONALD M. SANDERS Executive Vice President, Chief Legal Officer and Secretary March 30, 2022 Boca Raton, Florida 1 Election of DirectorsElect 9 directors nominated by our Board of Directors, each to serve until the elected and qualified;
2.To approve (on 2 Advisory Vote onApprove, on a non-binding, basis) the compensation of ouradvisory basis, named executive officers asofficer compensation 3 Ratification of December 31, 2018;
3.To ratifyRatify the appointment of Ernst & Young LLP as the Company’sour independent registered public accounting firm for 2019; and
4.To transact suchPublic Accounting Firm 4 Other BusinessTransact any other business asthat may properly come before the meeting or any adjournment or postponement2022 Annual May 4, 2022 https://web.lumiagm.com/286413441 You can vote if you are a stockholder 11:00 a.m., Eastern TimeWebcast Passcode: digitalbridge2022 of the meeting.record on March 15, 2022.
Only stockholders of record at the close of business on March 21, 2019 will be entitled to notice of and to vote at the meeting or any adjournments or postponements of the meeting.

This notice and the enclosed proxy statement are first being made available to our stockholders on or about March 28, 2019.

YOUR VOTE IS IMPORTANT. WHETHER OR NOT YOU PLAN TO ATTEND THE MEETING, YOU ARE URGED TO COMPLETE, DATE AND SIGN THE ACCOMPANYING PROXY CARD AND RETURN IT PROMPTLY IN THE POSTAGE-PAID ENVELOPE PROVIDED. IF YOU ATTEND THE MEETING, YOU MAY WITHDRAW YOUR PROXY AND VOTE IN PERSON, IF YOU DESIRE.

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CONTENTS

By Order of the Board of Directors,
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Ronald M. Sanders
Chief Legal Officer and Secretary
Los Angeles, California
March 28, 2019

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TABLE OF CONTENTS
  
1
PagePROXY SUMMARY
ABOUT THE MEETING
1
OUR COMPANY
4
12
PROPOSAL NO. 1: ELECTION OF DIRECTORS
6
BOARD OF DIRECTORS AND EXECUTIVE OFFICERS13
7Board of Directors
INFORMATION REGARDING CORPORATE GOVERNANCE AND BOARD AND COMMITTEE MEETINGS21
14Corporate Governance
26
Information about our Board of Directors and its Committees
29Director Compensation
32EXECUTIVE OFFICERS
34PROPOSAL NO. 2: NON-BINDING, ADVISORY VOTE TO APPROVE NAMED EXECUTIVE OFFICER COMPENSATION
35COMPENSATION COMMITTEE REPORT
36COMPENSATION DISCUSSION AND ANALYSIS
21
EXECUTIVE COMPENSATION AND OTHER INFORMATION36
38Executive Summary
COMPENSATION COMMITTEE REPORT57
43Compensation Tables and Related Narrative
COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION64
43Equity Compensation Plan Information
COMPENSATION OF DIRECTORS
44
SECURITIES AUTHORIZED FOR ISSUANCE UNDER EQUITY COMPENSATION PLANS
46
REPORT OF THE AUDIT COMMITTEE65
47
PROPOSAL 2: ADVISORY VOTE ON EXECUTIVE COMPENSATION
48
PROPOSAL 3: RATIFICATION OF APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
49
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

50
68PROPOSAL NO. 3: RATIFICATION OF APPOINTMENT OF OUR INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
69AUDIT COMMITTEE REPORT
70INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
71CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
54
OTHER MATTERS
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COLONY CAPITAL, INC.
515 S. Flower St., 44th Floor
Los Angeles, CA 90071
  
PROXY STATEMENT
75FREQUENTLY ASKED QUESTIONS AND ANSWERS
  
80OTHER INFORMATION
81Incorporation by Reference
 
A-1APPENDIX A: PROXY CARD


Important Notice Regarding the Availability of Proxy Materials for the

Stockholder Meeting to be Held on May 7, 2019

This proxy statement and our 2018 Annual Report to Stockholders are available
athttp://www.clny.com/events.php; or
http://www.astproxyportal.com/ast/21248
ABOUT THE MEETING
Why am I receiving this proxy statement?
This proxy statement contains information related to the solicitation of proxies for use at our 2019 annual meeting of stockholders, to be held at 8:00 a.m., Eastern Time, on Tuesday, May 7, 2019 at the Bank of America Conference Center, 114 West 47th Street, 1st Floor, New York, New York 10036, for the purposes stated in the accompanying Notice of Annual Meeting of Stockholders. This solicitation is made by Colony Capital, Inc. on behalf of our Board of Directors (our “Board” or “Board of Directors”). “We,” “our,” “us,” “Colony Capital,”“CLNY” and the “Company” refer to Colony Capital, Inc. This proxy statement, the enclosed proxy card and our 2018 annual report to stockholders are first being mailed to stockholders beginning on or about March 28, 2019.
Who is entitled to vote at the annual meeting?
Only holders of record of our Class A common stock, $0.01 par value (“Class A common stock”), and Class B common stock, $0.01 par value (“Class B common stock”), at the close of business on March 21, 2019, the record date for the annual meeting, are entitled to receive notice of the annual meeting and to vote at the meeting. Our Class A common stock and Class B common stock constitute the only classes of securities entitled to vote at the meeting. For all purposes hereafter, references to our “common stock” shall refer to our Class A common stock and Class B common stock, as applicable, taken together as a single class, subject to the voting rights set forth below.
What are the voting rights of stockholders?
Holders of Class A common stock and Class B common stock vote together on all proposals for consideration at the annual meeting. Each holder of Class A common stock outstanding on the record date is entitled to one vote per share on each proposal to be voted on. Each holder of Class B common stock outstanding on the record date is entitled to thirty-six and one-half (36.5) votes per share on each proposal to be voted on.
Who can attend the annual meeting?
All holders of our common stock at the close of business on March 21, 2019, the record date for the annual meeting, or their duly appointed proxies, are authorized to attend the annual meeting. If you attend the meeting, you may be asked to present valid picture identification, such as a driver’s license or passport, before being admitted. Cameras, recording devices and other electronic devices will not be permitted at the meeting.

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Please also note that if you hold your shares in “street name” (that is, your shares are held through a bank, broker, trustee or other nominee), you will need to bring a copy of a recent bank or brokerage statement evidencing your ownership of our common stock.
What will constitute a quorum at the annual meeting?

The presence at the meeting, in person or by proxy, of holders of common stock entitled to cast a majority of all the votes entitled to be cast at the meeting will constitute a quorum. We will include abstentions and broker non-votes in the calculation of the number of votes considered to be present and entitled to vote at the meeting for purposes of determining whether a quorum exists. Under applicable New York Stock Exchange (“NYSE”) rules (the exchange on which shares of our Class A common stock are traded), brokers holding shares of our Class A common stock for beneficial owners in nominee or “street name” must vote those shares according to the specific instructions they receive from the beneficial owners. However, brokers or nominees holding shares for a beneficial owner who do not receive voting instructions from the beneficial owner may not under the NYSE’s rules have discretionary voting power on non-routine matters. In these cases, if no specific voting instructions are provided by the beneficial owner, the broker may not vote on non-routine proposals. This results in what is known as a “broker non-vote.” Broker non-votes may arise in the context of voting for the election of directors and on the advisory proposal regarding “say on pay” described in this proxy statement, because such proposals are considered non-routine matters. Unless specific voting instructions are provided by the beneficial owner, the broker will be unable to vote for the election of directors and on the “say on pay” proposal. Accordingly, we urge stockholders who hold their shares through a broker or other nominee to provide voting instructions so that your shares of common stock may be voted on these proposals.
The ratification of the appointment of Ernst & Young LLP (“EY”) as our independent registered public accounting firm for 2019 is a matter considered routine under applicable NYSE rules. A broker or other nominee may generally vote on routine matters and, therefore, no broker non-votes are expected to exist in connection with this proposal.
As of the record date, there were 484,818,759 shares of our Class A common stock and 733,931 shares of our Class B common stock outstanding.
How do I vote shares that are held in my name?
You may vote by any of the following means:
In Person at the Meeting: You may vote by attending the meeting and voting in person.
By Mail: You may vote by mail by completing and signing your proxy card and returning it in the enclosed, prepaid and addressed envelope.
How do I vote my shares that are held by my broker?
If your shares are held by a bank or broker, you should follow the instructions provided to you by the bank or broker. Although most banks and brokers now offer voting by mail, telephone and on the Internet, availability and specific procedures will depend on their voting arrangements.
How are votes counted?
If the accompanying proxy card is properly signed and returned to us, and not subsequently revoked, it will be voted as directed by you. If your properly signed proxy card does not provide specific voting instructions, the persons designated as proxy holders on the proxy card will vote (1) “FOR” each nominee for director, (2) “FOR” the advisory approval of the resolution approving the compensation of our named executive officers as of December 31, 2018, (3) “FOR” the ratification of the appointment of EY as our independent registered public accounting firm for 2019, and (4) as recommended by our Board of Directors with regard to any other matters that may properly come before the meeting, or, if no such recommendation is given, in such proxy holder’s own discretion.
May I revoke my vote after I return my proxy card?
Yes. You may revoke a previously granted proxy at any time before it is exercised by (i) filing with Ronald M. Sanders, our Chief Legal Officer and Secretary, a notice of revocation or a duly executed proxy bearing a later date or (ii) attending the meeting and voting in person. Attendance at the meeting alone will not act to revoke a prior proxy. Notices of revocation or later dated proxies should be sent to the following address: Ronald M. Sanders, Chief Legal Officer and Secretary, Colony Capital, Inc., 515 S. Flower St., 44th Floor, Los Angeles, CA 90071.

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What are the Board’s recommendations?
The Board’s recommendations are set forth together with the description of each item in this proxy statement. In summary, the Board recommends a vote:
FOR the election as directors of the nominees specified in this proxy statement (see “Proposal 1: Election of Directors”);
FOR approval of the compensation of our named executive officers as of December 31, 2018 (see “Proposal 2: Advisory Vote on Executive Compensation”); and
FOR the ratification of the appointment of EY as our independent registered public accounting firm for 2019 (see “Proposal 3: Ratification of Appointment of Independent Registered Public Accounting Firm”).
Who pays the costs of soliciting proxies?
We will pay the costs of soliciting proxies. In addition to soliciting proxies by mail, our officers, directors and other employees, without additional compensation, may solicit proxies personally or by other appropriate means. It is anticipated that banks, brokers, fiduciaries, custodians and nominees will forward proxy soliciting materials to their principals, and that we will reimburse such persons’ out-of-pocket expenses. We have retained D.F. King & Co., Inc. at an aggregate estimated cost of $12,500, plus out-of-pocket expenses, to assist in the solicitation of proxies.
How many votes are required to approve the proposals?
The affirmative vote of a majority of the total votes cast for and against at a meeting duly called and at which a quorum is present, is required for the election of a director, unless there is a contested election, in which case directors shall be elected by a plurality of votes cast at a meeting. For purposes of the foregoing, a majority of the votes cast means that the number of shares that are cast and are voted “for” the election of a director must exceed the number of shares that are cast and are voted “against” the election of a director. In any uncontested election of a director, any incumbent director who does not receive a majority of the votes cast with respect to the election of such director shall tender his or her resignation within three days after certification of the results, in accordance with the Company’s written corporate governance guidelines. For purposes of the election of directors, pursuant to our organizational documents and Maryland state law, abstentions and broker non-votes, if any, will not be counted as votes cast and will have no effect on the result of the vote, although they will be considered present for the purpose of determining the presence of a quorum.
The affirmative vote of a majority of the votes cast at the meeting is required for approval of the advisory “say on pay” resolution regarding the compensation of our named executive officers. For purposes of the foregoing, a majority of the votes cast means that the number of shares that are cast and are voted “for” the resolution must exceed the number of shares that are cast and are voted “against” the resolution. For purposes of the vote on this proposal, pursuant to our organizational documents and Maryland state law, abstentions and broker non-votes will not be counted as votes cast and will have no effect on the result of the vote, although they will be considered present for the purpose of determining the presence of a quorum.
The affirmative vote of a majority of the votes cast at the meeting is required for approval of the ratification of the appointment of EY as our independent registered public accounting firm for 2019. For purposes of the foregoing, a majority of the votes cast means that the number of shares that are cast and are voted “for” the resolution must exceed the number of shares that are cast and are voted “against” the resolution. For purposes of the vote on this proposal, pursuant to our organizational documents and Maryland state law, abstentions and broker non-votes will not be counted as votes cast and will have no effect on the result of the vote, although they will be considered present for the purpose of determining the presence of a quorum.
You should rely only on the information provided in this proxy statement. We have not authorized anyone to provide you with different or additional information. You should not assume that the information in this proxy statement is accurate as of any date other than the date of this proxy statement or, where information relates to another date set forth in this proxy statement, then as of that date.

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OUR COMPANY
Colony Capital, Inc. (NYSE: CLNY) is a leading global investment management firm with approximately $43 billion in assets under management. We manage capital on behalf of our stockholders, as well as institutional and retail investors in private funds, traded and non-traded real estate investment trusts (“REITs”) and registered investment companies. We have significant holdings in: (a) the healthcare, industrial and hospitality property sectors; (b) Colony Credit Real Estate, Inc. (NYSE: CLNC) and NorthStar Realty Europe Corp (NYSE: NRE) which are both externally managed by subsidiaries of the Company; and (c) various other equity and debt investments. We are headquartered in Los Angeles, with key offices in New York, Paris and London, and have over 400 employees in 17 locations in ten countries.
We were organized on May 31, 2016 as a Maryland corporation, and elected to be taxed as a REIT for U.S. federal income tax purposes commencing with our initial taxable year ended December 31, 2018. We conduct our operations as a REIT, and generally are not subject to U.S. federal income taxes on our taxable income to the extent that we annually distribute all of our taxable income to stockholders and maintain qualification as a REIT, although we are subject to U.S. federal income tax on income earned through our taxable subsidiaries. We also operate our business in a manner that will permit us to maintain our exemption from registration as an investment company under the Investment Company Act of 1940, as amended (the “1940 Act”). We conduct substantially all of our activities and hold substantially all of our assets and liabilities through Colony Capital Operating Company, LLC, a Delaware limited liability company (our “Operating Company”). As of December 31, 2018, the Company owned 93.9% of the Operating Company, as its sole managing member.
Our principal executive office is located at 515 S. Flower St., 44th Floor, Los Angeles, CA 90071. Our telephone number is (310) 282-8820, and our website address is www.clny.com.
Colony Capital Business
Our vision is to establish Colony Capital as a leading global investment management firm, principally focused on real estate strategies. We believe our deep understanding of commercial real estate provides us a significant advantage in identifying relative value throughout real estate cycles. Through our prudent sector or subsector capital allocation and operational capabilities, we aim to generate outsized total returns on our balance sheet and third-party capital. Specifically, our preference is to invest our balance sheet capital alongside third party capital to create alignment and generate returns for our shareholders in two ways. First, through the return on investment through our balance sheet capital. Second, through base management fees paid by third party capital and potential carried interest, which provides us with a greater participation of profits after a minimum return is achieved. Over time, our goal is to manage third party capital alongside the majority of our balance sheet capital at a higher ratio than what is currently in place.
Colony Capital Segments
We conduct our business through the following six segments:
Healthcare - Our healthcare segment is composed of a diverse portfolio of senior housing, skilled nursing facilities, medical office buildings and hospitals. We earn rental income from our senior housing, skilled nursing facilities and hospital assets that are under net leases to single tenants/operators and from medical office buildings which are both single tenant and multi-tenant. In addition, certain of our senior housing properties are managed by operators under a RIDEA (REIT Investment Diversification and Empowerment Act) structure, which effectively allows us to gain financial exposure to the underlying operations of the facility in a tax efficient manner versus receiving contractual rent under a net lease arrangement.
Industrial - Our industrial segment is composed of and primarily invests in light industrial assets throughout the U.S. that serve as the “last mile” of the logistics chain, which are vital for e-commerce and tenants that require increasingly quick delivery times. These properties are generally multi-tenant warehouses that are less than 250,000 square feet.
Hospitality - Our hospitality portfolio is composed of primarily extended stay and select service hotels located mainly in major metropolitan and high-demand suburban markets in the U.S., with the majority affiliated with top hotel brands such as Marriott and Hilton.
CLNC - This represents our investment in Colony Credit Real Estate, Inc. (NYSE: CLNC), a commercial real estate credit REIT with a diverse portfolio consisting primarily of commercial real estate senior mortgage loans, mezzanine loans, preferred equity, debt securities and net lease properties primarily in the U.S.
Other Equity and Debt - Our other equity and debt segment consists of a diversified group of strategic and non-strategic real estate and real estate-related debt and equity investments. Strategic investments include investments for which the Company acts as a general partner and/or manager and receives various forms of investment management economics on

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related third-party capital. Non-strategic investments are composed of those investments the Company does not intend to own for the long term including other real estate equity, real estate debt, and net leased assets, among other holdings.
Investment Management- Our investment management business raises, invests and manages funds on behalf of a diverse set of institutional and individual investors, for which we earn management fees, generally based on the amount of assets or capital managed, and contractual incentive fees or carried interest based on the performance of the investment vehicles managed subject to the achievement of minimum return hurdles.
Colony Capital Corporate Governance Highlights

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No ClassifiedPROXY 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 April 1, 2022. 2022 Annual Meeting Place via Live Audio Webcast Date and Time Technical Support for the 2022 Annual Meeting Voting Proposals and Board
Majority Voting Standard
for Recommendations Proposal Board Recommendation For More Information on the enclosed proxy card non-binding, advisory basis, named Young LLP as our independent DIGITALBRIDGE 2022 PROXY STATEMENT | 1 1 Election of DirectorsDirectorsFOR each of the nominees listed Page 12 2 To adopt a resolution approving, on aFORPage 34 executive officer compensation 3 To ratify the appointment of Ernst & FORPage 68 registered public accounting firm for the fiscal year ending December 31, 2022 Only holders of record of the Company’s Class A common stock, $0.01 If you have difficulty accessing the virtual par value per share (“Class A common stock”) and Class B common2022 Annual Meeting, technicians will be stock, $0.01 par value per share (“Class B common stock,” andavailable to assist you via the following together with Class A common stock, our “common stock”), as of thetoll free phone number (800) 937-5449. close of business on March 15, 2022, the record date, will be entitled to notice of the annual meeting and entitled to vote at the 2022 Annual Meeting of stockholders (the “2022 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. May 4, 2022, https://web.lumiagm.com/286413441; at 11:00 a.m., Eastern Timepasscode: digitalbridge2022 (unique 11-digit control number required)

8229-2_8229-1_page_05.jpgAnti-Hedging/Pledging PolicyPROXY SUMMARY 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. 2021 Year in Review We completed our transformational ‘diversified to digital’ rotation in 2021, ahead of plan and rebranded to DigitalBridge (DBRG) to reflect our new 100% digital identity and mission. With DigitalBridge’s global scale and fast-growing platform, we believe we are well positioned to capitalize on the powerful secular tailwinds supporting the continued growth and investment in digital infrastructure. ‘Finished the Mission’ on Harvesting Legacy Assets n Completed (i) the dispositions of our Hospitality and Other Equity & Debt (“OED”) portfolios, (ii) the internalization of BrightSpire Capital, Inc. and (iii) entered into an agreement to sell the Wellness infrastructure business, which closed in February 2022, marking the completion of the rotation of over $78 billion in assets under management (“AUM”) Rapidly Grew Digital Investment Management n Closed the largest ever dedicated digital infrastructure fund, Digital Bridge Partners II, LP (“DBP II”), our second flagship fund, at $8.3 billion, exceeding the original target by over 35% and raising the hard cap to accomodate investor interest n Completed DBP II fundraising in under 18 months, bringing total Fee-Earning Equity Under Management (“FEEUM”) to $18.3 billion, up over $5.5 billion from the prior year n During 2021, DigitalBridge continued to build our team, adding 22 new digital infrastructure professionals on a global basis Invested in High Quality Digital Assets n Rapidly grew digital AUM by over 50% to $45 billion n Continued to source attractive, proprietary investments across the digital infrastructure landscape, with 8 platform investments to date in DBP II, leveraging an investor-operator model that positions DigitalBridge to quickly transform and scale our portfolio companies Built Liquidity and Strengthened Capital Structure n Replaced corporate revolver with $500 million securitized financing facility with a high-quality digital collateral base, which lowers our effective cost of capital n Finished the year with $1.1 billion of liquidity between corporate cash-on-hand and the Company’s securitized financing facility 2 | DIGITALBRIDGE 2022 PROXY STATEMENT By Internet Using a Computer 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

Opted out8229-2_8229-1_page_06.jpg
PROXY SUMMARY Outperformed n Stock price increased by 73% from December 31, 2020 to December 31, 2021 n Exceeded 2021 Guidance with strong growth in revenue and earnings. In 2021, consolidated revenues increased to $965.8 million (+132% Y/Y%), DBRG OP share of MUTArevenues increased to $272.2 million (+99% Y/Y%), and our DBRG OP share of Digital IM FRE and Digital Operating Adjusted EBITDA both increased over 100% to $71.3 million and $55.6 million, respectively 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 and ongoing refreshment. In keeping with this commitment, our Board added three new independent directors with digital experience in 2021 and has nominated 9 highly qualified and diverse directors, five of whom have digital infrastructure and communications experience (four of such director nominees being independent) for election at the 2022 Annual Meeting. Our Nominating and Corporate Governance Committee has prioritized diversity in its refreshment over the past several years. As a result, our 9 director nominees for the 2022 Annual Meeting include three females (one of whom is also ethnically diverse) and two African American males. Infrastructure Services Director, General Manager-Capital Independent Director DIGITALBRIDGE 2022 PROXY STATEMENT | 3 2021 3 new directors joined • J. Braxton Carter, CFO, T-Mobile (retired) • Gregory J. McCray, CEO, FDH • Sháka Rasheed, Managing Markets, Microsoft 2020 2 new directors joined • Jeannie H. Diefenderfer, CEO, courageNpurpose • Marc Ganzi, CEO, DigitalBridge Group, Inc. 2019 1 new director joined • Dale Anne Reiss, Global and Americas Director of Real Estate, Hospitality and Construction, Ernst & Young (retired) 2017 1 new director joined • Jon A. Fosheim, Former CEO, Oak Hill REIT Management LLC


8229-2_8229-1_page_07.jpgPROXY SUMMARY DigitalBridge Board of Directors—At-A-Glance 56% Overall Diversity and 56% Digital Experience 89% Independent Gender: 33% Female 33% Ethnically Diverse 2 African American, 1 Asian American Our CEO 56% Female/People of Color Female 1 3 3 89% 8 33% 33% 56% Male 6 6 56% Digital Experience Independent Age Average 63.6 Years Tenure Average 4.0 Years 80s 1 >10 yrs. 1 6-9 yrs. 50s 3 70s 2 7 3 ≤5 yrs. 60s 4 | DIGITALBRIDGE 2022 PROXY STATEMENT

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8229-2_8229-1_page_08.jpgPROXY SUMMARY Board Nominees The following table provides information about the 9 candidates who have been nominated by our Board of Directors for election to our Board of Directors. For additional information about our director nominees, see page 13. Standing Committee Memberships Nominating & Corporate Governance Director Since Independence Status(1) Name and Occupation Age Audit Compensation Manager—Capital Markets at CEO of FDH Infrastructure Services CEO of DigitalBridge Group, Inc. Estate, Hospitality and Construction, Director of Spring Mountain (1) Independence is determined by the Board of Directors in accordance with the applicable New York Stock Exchange listing standards. Ms. Curtin serves as our non-executive Chairperson of the Board of Directors. (2) Committee Chair Committee Member Audit Committee Financial Expert DIGITALBRIDGE 2022 PROXY STATEMENT | 5 FE Sháka Rasheed Managing Director, General50 2021 — Microsoft J. Braxton Carter Former Chief Financial Officer of63 2021 — T-Mobile US, Inc. Gregory J. McCray59 2021 — Jeannie H. Diefenderfer Founder/CEO of courageNpurpose,61 2020 — LLC Marc C. Ganzi50 2020 ——— Dale Anne Reiss Global and Americas Director of Real74 2019 — Ernst & Young LLP (retired) Jon A. Fosheim Former CEO of Oak Hill REIT71 2017 — Management Nancy A. Curtin(2) CIO and Head of Investment Advisory64 2014 ——— of Alvarium Investments John L. Steffens Founder and Senior Managing80 2009 — Capital, LP FE FE FE

8229-2_8229-1_page_09.jpgPROXY SUMMARY Corporate Governance Highlights (1)Stockholder approval required for CLNYDBRG board to adopt a classified board structure and other anti-takeover provisions)



Favorable Stockholder Rights

(CLNYprovisions. (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)
Stock Ownership Guidelines for Directorsissuance. Stockholder Engagement Our Board believes in listening to and Officers
Robustcommunicating with stockholders. We believe stockholder insight and recommendations should be an integral part of Board Oversightdiscussions on many matters. The input we receive from stockholders as part of Strategyour regular engagement efforts impacts our compensation and Risk

Riskcorporate 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. Following outreach with stockholders representing more than 50% of our outstanding shares, during February 2021, the former Chair of our Compensation Committee - formed in 2017 to oversee comprehensive scale risk assessment and risk managementmet with nine of the Company
Strategic Asset Review Committee - formed in 2019 to review, evaluate and make recommendations to the board on issues relating to the Company’s assets and business configuration
Corporate Communications Committee - formed in 2019 to monitor and review with management certain public press and media attention regarding the Company



5

PROPOSAL 1: ELECTION OF DIRECTORS
Our Board of Directors is currently comprised of 11 directors. Our Board of Directors has recommended that the following 11 persons be elected to serve onour top 15 stockholders, representing approximately 35% of our outstanding shares. Neither our Board, each until the 2020 annual meeting of stockholders and until their successors are duly elected and qualified: Thomas J. Barrack, Jr., Douglas Crocker II, Nancy A. Curtin, Jon A. Fosheim, Craig M. Hatkoff, Justin E. Metz, Raymond C. Mikulich, George G. C. Parker, Charles W. Schoenherr, John A. Somers and John L. Steffens. All of the nominees are currently serving as directors of the Company and, except for Mr. Hatkoff and Mr. Mikulich, were elected by our stockholders at the 2018 annual meeting of stockholders.
In February 2019, the Company announced the implementation of a series of changes designed to enhance its corporate governance, and entered into a cooperation agreement (the “Cooperation Agreement”) with Blackwells Capital LLC (“Blackwells”), a stockholder of the Company. In connection with the Cooperation Agreement, our Board of Directors appointed Mr. Hatkoff and Mr. Mikulich as new independent directors to our Board, effective February 11, 2019, and further agreed with Blackwells to mutually agree on one additional independent director to be appointed to our Board. As a result, following the 2019 annual meeting of stockholders, our Board of Directors intends to increase the size of our Board to accommodate such additional independent director.
In addition, pursuant to the Cooperation Agreement, at the 2019 annual meeting of stockholders, Blackwells has agreed to vote, or cause to be voted, all of the Company’s common stock beneficially owned by Blackwells or its controlling or controlled affiliates in favor of the election of all the director nominees recommended for election by the Board and otherwise in accordance with the Board’s recommendation on all other proposals, subject to certain limited exceptions.
Our Board of Directors has affirmatively determined that the following ten director nominees are “independent” directors under the rules of the NYSE and under applicable rules of the Securities and Exchange Commission (the “SEC”): Douglas Crocker II, Nancy A. Curtin, Jon A. Fosheim, Craig M. Hatkoff, Justin E. Metz, Raymond C. Mikulich, George G. C. Parker, Charles W. Schoenherr, John A. Somers and John L. Steffens.
Our Board of Directors knows of no reason why any nominee would be unable to serve as a director. If any nominee (other than Messrs. Hatkoff or Mikulich) is unavailable for election or service, the Board of Directors may designate a substitute nominee and the persons designated as proxy holders on the proxy card will vote for the substitute nominee recommended by the Board of Directors, or the Board of Directors may, as permitted by our bylaws, decrease the size of our Board of Directors. In accordance with the Cooperation Agreement, if Mr. Hatkoff or Mr. Mikulich resigns, refuses or is unable to serve or fulfill his duties as director, then, subject to certain conditions, each of the Company and Blackwells shall use its commercially reasonable efforts to mutually agree as soon as reasonably practicable on a replacement director who qualifies as independent and otherwise satisfies the Company’s corporate governance guidelines with respect to director nominations.
Vote Required and Recommendation
The affirmative vote of a majority of the total votes cast for and against each nominee for director at the meeting is required for the election of such nominee as a director. See “About the Meeting—How many votes are required to approve the proposals?” for additional information regarding the required vote for this proposal.
OUR BOARD OF DIRECTORS RECOMMENDS A VOTE “FOR” EACH OF THE NOMINEES IDENTIFIED ABOVE.



6

BOARD OF DIRECTORS AND EXECUTIVE OFFICERS
The following sets forth certain information concerning our Board of Directors and executive officers. The director nominees and executives listed below are leaders in business as well as in the real estate and financial communities because of their intellectual acumen and analytic skills, strategic vision and their records of outstanding accomplishments over several decades. Each director nominee has been chosen to stand for re-election in part because of his or her ability and willingness to understand our unique position and evaluate and implement our strategies. All of our director nominees, except for Craig M. Hatkoff and Ray C. Mikulich, have served on our Board of Directors since the completion of a tri-party merger that created our company in January 2017. In connection with the Cooperation Agreement, our Board of Directors appointed Mr. Hatkoff and Mr. Mikulich as new independent directors to our Board, effective February 11, 2019, and further agreed with Blackwells to mutually agree on one additional independent director to be appointed to our Board. As a result, following the 2019 annual meeting of stockholders, our Board of Directors intends to increase the size of our Board to accommodate such additional independent director.
The information below includes each director nominee’s and executive officer’s name, principal occupation, business history and certain other information, including, for director nominees, 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.
Board of Directors

Name 
Age (1)
Title
Thomas J. Barrack, Jr.71Executive Chairman and Chief Executive Officer, nor any other named executive officer, participated in any of these meetings with stockholders, and all of the feedback received was shared with the full Board of Directors. The feedback we received from our stockholder outreach campaign was overwhelmingly positive regarding the recent meaningful changes implemented in the Company’s executive compensation program and the enhanced transparency around certain compensation matters in the Company’s proxy statement. In addition, some stockholders praised our dedication to ESG initiatives, including our Board’s recent prioritization of diversity in its refreshment. We strongly considered the responses we received from stockholders in 2020 and 2021 in implementing our executive compensation program for 2022 and have maintained the improvements we previously adopted. We look forward to continuing the dialogue with another stockholder outreach campaign led by Jon Fosheim, the current Chairman of our Compensation Committee, in 2022. 6 | DIGITALBRIDGE 2022 PROXY STATEMENT No classified board 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

Douglas Crocker II8229-2_8229-1_page_10.jpg78PROXY SUMMARY What We Heard from Stockholders How Our Compensation Committee Responded For further information, see “Executive Compensation Highlights” below. Commitment to Environmental, Social & Governmental (ESG) Initiatives Overview—ESG at DigitalBridge Our Board provides ultimate oversight of our sustainability program and performance as well as our overall environmental, social and governance (“ESG”) performance, including actions to address climate risk. As we expand our business, this oversight is critical to ensuring that our implementation of ESG goals and policies progresses as planned and our strategy evolves appropriately. During 2021, we made significant progress in articulating our ESG strategy, setting related goals and building organizational capacity to effect change. The core components of our program include: ESG Governance: Implementation of our ESG strategy and initiatives is led by our ESG Committee. The DigitalBridge ESG Committee is comprised of 10 diverse professionals that work across the Company’s activities. The ESG Committee is responsible for setting the strategic plan for ESG initiatives across the Company and our work with portfolio companies and reports to the Board on a quarterly basis. DIGITALBRIDGE 2022 PROXY STATEMENT | 7 n Peer group used for compensation benchmarking should be updated to better reflect the Company’s digital transformation Re-balanced 2022 peer group to add digital-focused companies and eliminate peers in legacy businesses that the Company no longer engages in For 2022 performance, 60% of the CEO’s bonus opportunity is in the form of long-term incentive equity, with 50% of such equity tied to performance-based vesting conditions related to relative TSR. In considering long-term incentive equity awards for 2022, the Compensation Committee reviewed and considered the Company’s historical and anticipated burn-rate and that its burn-rate is below ISS burn rate benchmarks for both Real Estate and Diversified Financial companies n Compensation should be more heavily weighted towards long-term equity in order to align executive compensation with stockholder interests; however, equity compensation should be used efficiently, with consideration given to dilution n Enhance disclosure of incentive fee allocations Presented enhanced disclosure in this Proxy Statement regarding incentive fee allocations n The 2020 meaningful changes made to the structure of the Annual Incentive Plan should be maintained Implemented the 2022 Annual Incentive Plan with 75% (up from 60% prior to 2020) of payout tied to corporate financial metrics and 25% (down from 40% prior to 2020) of payout tied to individual goals & objectives n The 2020 meaningful changes made to increase the rigor of relative TSR goals should all be maintained Maintained for 2022 performance-based LTIP awards that: (1) increased threshold for minimum payout from 10th percentile to 25th percentile; (2) increased target payout from 50th percentile to 55th percentile performance ranking; and (3) cap payouts at 100% of target when absolute TSR is negative

8229-2_8229-1_page_11.jpgPROXY SUMMARY Responsible Investment Policy: ESG Integration, including management of climate-related risks and opportunities, is guided by our Responsible Investment Policy. DigitalBridge is a proud signatory of the Principles for Responsible Investment (“PRI”) because we recognize the value of supporting a nonprofit organization that advances responsible investment globally, shares best practices across the industry, and evaluates our performance each year. ESG Due Diligence: We have fully integrated ESG analyses into the due diligence of potential fund investments and our ESG analysis is presented to the investment committee for each investment. Asset Management: We have developed an ESG reporting framework for all DigitalBridge portfolio companies, identifying nine ESG related expectations as well as eight core ESG key performance indicators (KPIs) that we expect to be measured and reported quarterly to the Board. Each portfolio company supplements these core KPIs with other metrics specific to their business, as informed by our ESG diligence findings. We typically hold calls with portfolio company ESG leadership every six weeks and have built a central repository of key documents and tools that all of our portfolio companies can access and leverage to further develop their ESG programs. Transparency: DigitalBridge published its 2020 annual ESG report in June 2021 detailing measurable progress at both the Company and our portfolio companies. Our 2021 annual report will be released this spring and made available on our website. DEI: Under our four-pillar Diversity, Equity and Inclusion (“DEI”) initiative, we will continue to ensure we have a workplace where people from all backgrounds can thrive. To accomplish the company’s DEI goals, the DigitalBridge ESG Committee collaborates with the DigitalBridge DEI Committee, investment professionals, functional senior leaders and portfolio company management. Our Approach to ESG Integration ESG PRIORITIES We have developed a thorough approach to addressing ESG matters across the entire investment life cycle and have identified the following as the most material items that we consider during due diligence and actively monitor and direct during asset management. 1. 2. 3. 4. 5. Climate Change: Energy Efficiency, Greenhouse Gas (“GHG”) Emissions, and Physical Climate Risks Data Privacy, Data Security, and Associated Human Rights Diversity, Equity, and Inclusion Ethics: Foreign Corrupt Practices Act, Anti-Bribery, and Anti-Corruption Employee Wellbeing: Workplace Health and Safety These matters were selected according to two criteria: those that have the greatest impact on our business and those that are the most important to our stakeholders. Our materiality assessment was informed by relevant leading global reporting frameworks including the Sustainability Accounting Standards Board, Principles for Responsible Investment and the Task Force on Climate-Related Financial Disclosures. ESG EXPECTATIONS FOR PORTFOLIO COMPANIES DigitalBridge sets high ESG expectations, shares best practices and equips each portfolio company with tools and resources to help them accelerate their ESG initiatives. We have identified the following 8 | DIGITALBRIDGE 2022 PROXY STATEMENT

8229-2_8229-1_page_12.jpgIndependent DirectorPROXY SUMMARY foundational practices, which we believe provide the groundwork for a portfolio company to improve and report on its ESG performance over time: ESG Policy and Responsibility: Each company should develop an ESG policy tailored to its business. ESG management should be assigned to someone at the company. Larger companies should have an ESG Committee or working group. Net Zero 2030: Each company is expected to complete its GHG footprint by the end of 2022 and have a Net Zero 2030 strategy roadmap approved by its board of directors by 2023. ESG Board Reporting: Each company’s quarterly board report should include an ESG section. ESG Responsibility (Whistleblower Hotline): Each company should have a hotline for all stakeholders to report concerns and call logs should be made available to their board. Training: Each company should have regular trainings that reach all employees on topics including employee safety, diversity and inclusion, unconscious bias, climate change, discrimination, harassment and anti-bribery/Foreign Corrupt Practices Act (FCPA). Human Resources Audit: Each company should conduct human resources compliance reviews and/or audits with outside resources to ensure compliance with all relevant regulations. Diversity and Inclusion: Each company should have a diversity and inclusion program with policies and procedures to ensure a diverse and inclusive work environment. ESG Event Reporting: Each company should have a process in place to ensure that material ESG events (such as sexual harassment, serious workplace accidents, FCPA violations, cyberattacks or network outages, employment violations, product recalls, furloughs, regulatory investigations, or lawsuits) are reported at the board level within 48 hours. Corporate Citizenship: Each company should have a formal corporate citizenship/philanthropic program that has executive-level sponsorship and oversight. n n n n n n n n n NET ZERO 2030 One of our highest priorities is to achieve net zero greenhouse gas emissions (GHG) at DigitalBridge and all our portfolio companies by 2030. In light of our global strategic relationships with hyperscalers, large mobile network operators and other customers with aggressive decarbonization commitments, we seek to remain a leading investor tackling this issue. Thus, we have set an aggressive goal to reach net zero emissions on an accelerated time frame and by adhering to the Science Based Targets Initiative (SBTi), which defines and promotes emissions reductions in line with climate science. By following best practices and consulting with industry experts, we have developed a goal that we believe is: 1. Comprehensive: Includes Scope 1, 2 and all significant Scope 3 GHG emissions from our own operations and those of our portfolio companies* Credible: Aligns with the SBTi definition of net zero Clear: Utilizes the Task Force on Climate-related Financial Disclosures (TCFD) framework to measure and report on progress 2. 3. DIGITALBRIDGE 2022 PROXY STATEMENT | 9

8229-2_8229-1_page_13.jpgPROXY SUMMARY Below is a timeline of the steps we plan to take to achieve Net Zero 2030: Four Steps to Net Zero Emissions Determined to go beyond carbon neutrality, DigitalBridge and our portfolio companies seek to take substantial actions to reduce emissions on our collective journey to net zero, as detailed below. Many of our portfolio companies have already made ambitious climate commitments and significant progress in reducing their carbon emissions. Energy Reductions Renewable Energy Supply Chain Carbon Offsets Net Zero Emissions REDUCE energy consumption through better energy management and efficiency initiatives SOURCE 100% renewable energy through onsite generation and power purchase agreements DECARBONIZE supply chain through supplier collaboration COMPENSATE for unavoidable emissions Reduce all possible actual emissions Purchase verified, permanent carbon removals 2021 ESG Progress 10 | DIGITALBRIDGE 2022 PROXY STATEMENT Governancen Established and delivered training on nine foundational ESG practices for each portfolio company* n Introduced comprehensive portfolio company ESG reporting at the board level n 100% of portfolio companies have a professional dedicated to ESG management and reporting n Delivered annual training on ESG issues for all DigitalBridge professionals Climate Changen Pledged to achieve net zero greenhouse gas emissions by 2030 and formalized our plan for DigitalBridge and our portfolio companies n 3 portfolio companies on track to achieve carbon neutrality for their 2021 emissions Data Protection n Undertook a series of actions to meet the requirements of European Union (EU) General Data Protection Regulation Diversity, Equity andn Continued implementation of our four-pillar DEI Initiative to attract, retain Inclusion and reward talented people from all backgrounds n Provided training for DigitalBridge employees on unconscious bias and anti-oppressive communication n Mentored 20+ KIPP Students through the college application process n Increased our support of Sponsors for Educational Opportunity (SEO), which provides select educational and internship opportunities in the financial sector to college students from underrepresented backgrounds. This partnership helped increase the diversity of the first summer analyst program at DigitalBridge in 2021, with 80% of professionals belonging to groups traditionally underrepresented in finance Transparencyn Issued an ESG report containing disclosures based on the Sustainability Accounting Standards Board (SASB) Standards for Real Estate and Telecommunication Services

8229-2_8229-1_page_14.jpgPROXY SUMMARY 2021 ESG Progress * References to portfolio companies herein excludes recently acquired companies and companies that we do not control. Learn more and access our ESG report at: https://www.digitalbridge.com/responsibility. 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”). DIGITALBRIDGE 2022 PROXY STATEMENT | 11 Human Capital n Expanded the performance appraisal process to include peer feedback and reviews from other departments n Conducted interactive monthly wellness seminars on staying physically and mentally healthy while working remotely n Hosted virtual conversations regarding social justice and racial inequity, one of which was a roundtable discussion with Marc Ganzi, our CEO, and Nancy Curtin, Chairperson of the Board

8229-2_8229-1_page_15.jpgPROPOSAL 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 2023 annual meeting of stockholders and until his or her successor is duly elected and qualified: As discussed in “Board of Directors” below, in 2020, we engaged Spencer Stuart, a third party executive search firm and consultant, to assist us in evaluating Board composition, governance and refreshment matters, with a focus on identifying potential director candidates with appropriate digital experience to join our Board as we continue to execute on our digital evolution. As a result of this evaluation, our Board reduced its size to 9 members (from 12 members) and added four independent directors with substantial experience in the digital, telecommunications and technology industries to the Board. All of the nominees are current directors and were elected by the stockholders at the 2021 annual meeting of stockholders. Each nominee has consented to being named in this Proxy Statement and to serve if elected. If, prior to the 2022 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. 12 | DIGITALBRIDGE 2022 PROXY STATEMENT Our Board of Directors Unanimously Recommends a Vote “FOR” the Election of Each of the Nominees Identified Above and Nominated by our Board of Directors on the Enclosed Proxy Card. n J. Braxton Carter n Jon A. Fosheim n Sháka Rasheed n Nancy A. Curtin61Independent Director
Jon A. Fosheim68Independent Director
Craig M. Hatkoff65Independent Director
Justin E. Metz45Independent Director
Raymond n Marc C. Mikulich66Independent Director
George G. C. Parker79Independent Director
Charles W. Schoenherr59Independent Director
John A. Somers75Independent Director
Ganzi n Dale Anne Reiss n Jeannie H. Diefenderfer n Gregory J. McCray n John L. Steffens

778229-2_8229-1_page_16.jpgPROPOSAL NO. 1: ELECTION OF DIRECTORS 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 and President, 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 2021; and (ii) each committee, in each case during the period in 2021 for which such director served as a member. Our Board also recognizes the importance of refreshment, particularly in light of the Company’s recently completed digital transformation. In 2020, we engaged Spencer Stuart to assist us in evaluating Board composition, governance and refreshment matters, including engaging in a robust search to identify potential Board candidates with digital experience and who will be independent to join the Board. As a result, the Board has reduced the Board size to 9 members, which includes four independent directors with digital experience (J. Braxton Carter, Jeannie Diefenderfer, Gregory J. McCray and Sháka Rasheed). Further, effective April 1, 2021, Nancy A. Curtin transitioned from Lead Independent Director of the Board of Directors to our independent, non-executive Chairperson of the Board of Directors. Board Composition and Refreshment The top skills and expertise of our Board nominees: Portfolio Management DIGITALBRIDGE 2022 PROXY STATEMENT | 13 Ganzi Rasheed Curtin Fosheim Carter McCray Reiss Diefenderfer Steffens CEO/Executive Leadershipnnnnnnn $Qualified Financial Expertnnn Digitalnnnnn REIT Industrynnnn Capital Marketsnnnnnnn $ Investment/ nnnnnn Risk Managementnnnnn Legal/Regulatorynnn Strategic Transformation nnnnnnnn Human Capitalnnnnnnn Corporate Governancennnnnnnn

8229-2_8229-1_page_17.jpg
(1)AgesPROPOSAL NO. 1: ELECTION OF DIRECTORS 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 March 28,our company. investment banking, debt & equity capital Capital Markets, Microsoft Corporation asset management across traditional the US Capital Markets division Head of Sales & Marketing at Bridgewater n funds, private equity, and real assets) development, management and other Microsoft’s venture fund (since Asset Management (as Managing Former Board Member, Chair of Finance n Investments—Americas, from 2013 to (2008-2012) Founding Board Member (Brooklyn)/Board n (as Acting Head, and Director of (2005-2010) 2013) Business School) J.P. Morgan Chase & Co., with the last four Management, serving as Managing academic scholarship recipient, a Ford business development QUALIFICATIONS, ATTRIBUTES AND SKILLS Woodrow Wilson Foundation Public Policy & president of the student body and a Trustees EDUCATION currently at the intersection of financial seasoned professional with over 25 years leadership and management experience Master of Business Administration, n 14 | DIGITALBRIDGE 2022 PROXY STATEMENT SHÁKA RASHEEDIndependent Director since 2021 Managing Director, General Manager— Capital Markets, Microsoft Corporation AGE 50 COMMITTEE MEMBERSHIPS nAudit Committee nNominating & Corporate Governance Committee EXPERIENCEnPossesses fintech acumen and deep nManaging Director, General Manager—financial services industry expertise across since September 2019, where he leadsmarkets, private wealth & institutional assets and alternative investments (hedge Associates from December 2016 to January 2019 OTHER POSITIONS/RECOGNITIONS nKey sales leadership, businessnExpert Network Member at M12, senior client engagement roles at: LazardJanuary 2021) Director & Head of AlternativeCommittee, The Robert Toigo Foundation 2016); and Citadel Asset Management Distribution—Americas from 2010 to Chair (AF Endeavor) at Achievement First nVarious roles over 16 years at nRobert Toigo Fellow recipient (Harvard years of his tenure at J.P. Morgan AssetnAt Morehouse College: Oprah Winfrey full-Director, Senior Client Advisor, overseeingFoundation Doctoral Scholar and a International Affairs Fellow, and as nAs an accomplished leader and advisorrepresentative on Morehouse’s Board of services and technology, Mr. Rasheed is a of business development, sales, strategy,nBachelor of Arts, Morehouse College at premier financial services organizationsHarvard Business School
Thomas J. Barrack, Jr. is the Founder, Executive Chairman and Chief Executive Officer of Colony Capital. Prior to founding the Colony Capital business in 1991, Mr. Barrack was a Principal with the Robert M. Bass Group, the principal investment vehicle of the Fort Worth, Texas investor Robert M. Bass. Prior to joining the Robert M. Bass Group, Mr. Barrack also served in the Reagan administration as Deputy Undersecretary of the Department of the Interior. Additionally, in 2010 French president Nicolas Sarkozy awarded him France’s Chevalier de la Légion d’honneur.

From January 2016 through June 2017, Mr. Barrack served as co-chairman of the board of trustees of Colony Starwood Homes (NYSE: SFR), a leading single-family rental real estate investment trust. From January 2014 to May 2016, Mr. Barrack served on the board of directors of Carrefour S.A., a French multinational retailer and the second largest retailer in the world. Since June 2010, Mr. Barrack has served on the board of directors of First Republic Bank, a full service bank and wealth management firm.

From January 2006 to April 2013, Mr. Barrack served on the public board of directors of Accor, S.A., a major global hotel group listed on Euronext Paris. Mr. Barrack has also served on the public board of Challenger Financial Services Group Limited, a diversified financial services organization listed on the Australian Securities Exchange from November 2007 to October 2010. From August 1994 to September 2007, Mr. Barrack served on the board of Continental Airlines, Inc., one of the largest passenger airlines in the United States, including as a member of its Corporate Governance Committee, Executive Committee and Human Resources Committee.
Mr. Barrack received a Bachelor of Arts in 1969 from the University of Southern California. He attended law school at the University of San Diego and the University of Southern California, where he was an editor of the law review, and received a Juris

7

Doctor in 1972 from the University of San Diego. Mr. Barrack is the recipient of an Honorary Doctorate of Jurisprudence degree from Pepperdine University and a Trustee at the University of Southern California.
Mr. Barrack possesses significant vision and understanding of our Company’s strategies and future direction. Mr. Barrack has a long track record and experience managing and investing in commercial mortgage loans and other commercial real estate and real estate-related investments, including performing, sub-performing and non-performing loan portfolios and real estate owned properties, through a variety of credit cycles and market conditions. Mr. Barrack’s extensive investment experience in our target assets is key to the Board’s oversight of the Company’s investment strategy and management of its investment portfolio. Mr. Barrack’s prior service as Deputy Undersecretary of the Department of the Interior also provides a unique government perspective to the Board.
Douglas Crocker II is a non-executive director of Colony Capital. Mr. Crocker has been the managing partner of DC Partners LLC, a firm that invests in and develops apartment properties, since 2013. From 2006 to 2013, Mr. Crocker was the Chairman of Pearlmark Multifamily Partners, L.L.C. (formerly known as Transwestern Multifamily Partners, L.L.C.), a commercial real estate firm. He was the Chief Executive Officer of Equity Residential, a multi-family residential REIT, from December 1992 until his retirement in December of 2002.
During his more than 40 years of real estate experience, Mr. Crocker has previously served as: Executive Vice President of Equity Financial and Management Company, a subsidiary of Equity Group Investments, Inc. (“EGI”), which provides strategic direction and services for EGI’s real estate and corporate activities; President, Chief Executive Officer and a director of First Capital Corporation, a sponsor of public limited real estate partnerships; Managing Director of Prudential Securities Inc., a financial services brokerage firm; Chief Executive Officer of McKinley Finance Group, a privately held company involved with real estate, banking and corporate finance; President of American Invesco, the nation’s largest condominium conversion company; and Vice President of Arlen Realty and Development Company, a diversified real estate and retail company. Mr. Crocker currently is a member of the board of directors of Acadia Realty Trust, a publicly traded REIT, since 2003. Previously, during the past five years, Mr. Crocker was a member of the board of directors of the following publicly traded companies: Care Capital Properties, Inc., from August 2015 until August 2017, when the company merged into Sabra Health Care REIT, Inc.; Ventas, Inc. from 1998 until May 2016; CYS Investments, Inc. from 2007 to May 2015; Associated Estates Realty Corporation from December 2014 until August 2015, when the company was sold to a real estate fund managed by Brookfield Asset Management Inc.; and Post Properties, Inc. from 2004 to May 2012.
Mr. Crocker is a member of the National Multi-Housing Council, having previously served as its Chairman. In addition, Mr. Crocker currently serves as a trustee of Milton Academy and New Bedford Whaling Museum, and formerly served as a trustee of Urban Land Institute and DePaul University. Mr. Crocker has been a five-time recipient of Commercial Property News’ Multifamily Executive of the Year Award, a three-time winner of their REIT Executive of the Year Award, a three-time winner of Realty Stock Review’s Outstanding CEO Award, and received the National Association of Real Estate Investment Trusts (NAREIT) 2010 Edward H. Linde Industry Leadership Award. Mr. Crocker is also a member of the National Association of Corporate Directors (NACD).
Mr. Crocker holds a Bachelor of Arts from Harvard University.
Mr. Crocker’s expertise as a successful, well-respected and recognized leader in the real estate industry, with extensive executive experience and strong skills in corporate finance, mergers and acquisitions, strategic planning, public company executive compensation, and corporate governance, qualify him to serve as a director.
Nancy A. Curtin is a non-executive director of Colony Capital, having previously served as a director of one of its predecessors from August 2014 to January 2017. Ms. Curtin is the Chief Investment Officer and Head of Investments of Close Brothers Asset Management (CBAM). CBAM is the asset management arm of Close Brothers Group Plc, (CBG). Established in 1878, CBG is a specialist financial services group engaged in banking, securities and asset management activities. CBG is listed on the London Stock Exchange and is a member of the FTSE 250, with over 2,700 employees. With over 550 employees it is focused on providing investment management and wealth structuring to a broad range of UK and European clients, both onshore and offshore.
Prior to CBAM, Ms. Curtin has had a range of senior roles in asset management, private equity and alternative asset investing. She served as the Chief Investment Officer and Managing Partner of Fortune Asset Management Limited, an alternative asset management firm working with institutional, high net worth and family office clients, from April 2002 until it was purchased by CBAM in January 2010.
Ms. Curtin was Managing Director of Schroders Plc, a £268 billion global asset management firm, where she was also Head of Global Investments for the Mutual Funds business. Prior to Schroders, Ms. Curtin was Head of Emerging Markets at Baring Asset Management, a £60 billion global investment management firm, currently owned by MassMutual Financial Group.
Ms. Curtin received a Bachelor of Arts in political science, summa cum laude, from Princeton University in 1979 and a Master of Business Administration from Harvard Business School in 1983.

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Ms. Curtin’s years of investment management experience and senior roles in asset management, private equity and alternative asset investing is key to the Board’s oversight of the Company’s investment strategy and management of its investment portfolio. Ms. Curtin’s extensive experience as a senior investment professional in London and across Europe provides the Board and management invaluable perspective on the Company’s potential European investment opportunities.
Jon A. Fosheim is a non-executive director of Colony Capital. Previously, Mr. Fosheim was the Chief Executive Officer of Oak Hill REIT Management, LLC (Oak Hill) from 2005 until he retired in 2011. Oak Hill is a hedge fund specializing in REIT investments. From 1985 until 2005, Mr. Fosheim was a Principal and Co-founder of Green Street Advisors, a REIT advisory and consulting firm. Prior to that, Mr. Fosheim worked in institutional sales at Bear Stearns & Co., a global investment bank, and worked in the tax department at Touche Ross and Co. (now Deloitte LLP), an international accounting firm. Mr. Fosheim also serves as a member of the board of directors, including its audit committee and corporate governance committee, of Apple Hospitality REIT, Inc., a publicly traded REIT, positions he has held since January 2015. Mr. Fosheim also served as a member of the board of Associated Estates Realty Corporation, a publicly traded REIT, from February 2015 until August 2015, when the company was sold to a real estate fund managed by Brookfield Asset Management Inc.
In addition, Mr. Fosheim is a director and chairman of the audit committee of the Arnold and Mabel Beckman Foundation, a nonprofit foundation established for the purpose of supporting scientific research. In 2003, Mr. Fosheim was a recipient of the National Association of Real Estate Investment Trusts (NAREIT) Industry Achievement Award.
Mr. Fosheim holds a Bachelor of Arts, Master of Business Administration and Juris Doctor, each from the University of South Dakota.
Mr. Fosheim’s extensive investment management experience and his leadership and management background provides him with the skills and qualifications to serve as a director.
Craig M. Hatkoff is a non-executive director of Colony Capital. Previously, Mr. Hatkoff founded and was the managing partner of Victor Capital Group, L.P. from 1989 until its acquisition by Capital Trust Group in 1997. Prior to his service at Victor Capital, Mr. Hatkoff served as the Co-Head of the Real Estate Investment Banking Unit of Chemical Bank, where he was a pioneer in commercial mortgage securitization.
Since 2011, Mr. Hatkoff has also served as a member of the board of directors of SL Green Realty Corp., where he currently is the chair of the nominating and corporate governance committee and sits on the audit committee. Previously, Mr. Hatkoff served as a director of Taubman Centers, Inc. from 2004 to 2019 and Capital Trust, Inc. from 1997 to 2010 and the Vice Chairman of Capital Trust from 1997 to 2010. Mr. Hatkoff is the Chairman of Turtle Pond Publications LLC, which is active in children’s publishing and entertainment. Mr. Hatkoff also served as a Trustee of the New York City School Construction Authority from 2002 to 2005. Additionally, Mr. Hatkoff was a co-founder of the Tribeca Film Festival. Today, Mr. Hatkoff is an adjunct professor at Columbia Business School, where he teaches courses on entrepreneurship and innovation.
Mr. Hatkoff received a Bachelor of Arts in Computer Science, Sociology and Anthropology from Colgate University in 1976 and an MBA from Columbia Business School in 1978.
Mr. Hatkoff’s in-depth expertise and knowledge of real estate, capital markets, finance, private investing, entrepreneurship and executive management provides a unique insight to our Board into the financial markets generally, valuation analysis, strategic planning, and unique financing structures and alternatives. He also possesses entrepreneurial, brand marketing, social media, technology and innovation, and senior leadership experience through his private investments and service on the Boards of numerous educational and charitable organizations. Mr. Hatkoff also has extensive experience as a current and former director at other public companies, which enables him to provide significant insight as to governance and compliance-related matters particular to real estate companies.
Justin E. Metz is a non-executive director of Colony Capital. Previously, Mr. Metz served as an independent director of NorthStar Asset Management Group Inc., a predecessor of Colony Capital, a position he had held from June 2014 until January 2017. Mr. Metz is also the Managing Principal of the Related Companies’ real estate fund management team, which he founded in April 2009, operating from offices in New York, Chicago, Boston, Dallas and Los Angeles and staffed with industry veterans. The fund management platform currently manages capital on behalf of sovereign wealth funds, public pension plans, multi-managers, endowments, Taft Hartley plans and family offices across the following strategies: distressed and value added real estate opportunities, origination and acquisition of construction and transitional loans and multifamily housing opportunities across the United States.
Prior to joining Related Companies, Mr. Metz served as a Managing Director at Goldman Sachs. During his 12 years at Goldman Sachs, Mr. Metz held numerous positions of increasing responsibility and served on various boards and investment

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committees. Mr. Metz is a principal shareholder of Related Fund Management, LLC and Sousa Holdings, LLC. Mr. Metz holds a Bachelor of Arts from the University of Michigan.
Mr. Metz’s real estate investment experience, coupled with his leadership experience from his service on various boards and investment committees, qualify him to serve as a director.
Raymond C. Mikulich is a non-executive director of Colony Capital. Mr. Mikulich is, and has been for over 10 years, the Managing Partner of Ridgeline Capital Group, LLC, a private real estate investment and consulting company. Previously, he was head of Apollo Global Real Estate North America from 2010 to 2011. Prior to that, Mr. Mikulich was a member of the investment committee and the co-head of the Real Estate Private Equity Group of Lehman Brothers and the Group Head of Global Real Estate Investment Banking at Lehman Brothers.
Mr. Mikulich joined the board of directors of Altus Group Limited (TSX:AIF), an integrated real estate technology, data and analytics and service company, in December 2013, and was appointed as its chairman in April 2015. Other public company board experience includes Campus Crest Communities from May 2015 to March 2016 where he was a member of the Transaction Committee directing the strategic review and ultimate sale of the company and Interstate Hotels and Resorts from July 2002 to May 2006. Mr. Mikulich is on the Advisory Board of Park Madison Partners, a privately held placement agent for private equity funds. He has served as a Trustee of the Urban Land Institute, on the Board of The Real Estate Roundtable, as a member of the Advisory Board of the National Association of Real Estate Investment Trusts (NAREIT) as well as numerous other industry organizations.
Mr. Mikulich is a Chartered Surveyor (RICS) and Counselor of Real Estate. He earned a Juris Doctor from Chicago-Kent College of Law and a Bachelor of Arts from Knox College.
Mr. Mikulich’s over 40-year career with significant experience in the real estate industry and vast knowledge and experience in real estate finance and investments, as well as his current and prior experience serving on public company boards, qualify him to serve as a director.
George G. C. Parker, Ph.D. is a non-executive director of Colony Capital, having previously served as a director of one of its predecessors from its initial public offering in September 2009 until January 2017. Professor Parker has been a distinguished member of the finance faculty of Stanford University’s Graduate School of Business since 1973 and is currently the Dean Witter Distinguished Professor of Finance (Emeritus). At Stanford, Professor Parker has held a series of senior positions, including Senior Associate Dean for Academic Affairs, Director of the M.B.A. Program, Director for Executive Education, and Director of the Stanford Sloan Program for Executives.
Professor Parker is a member of the board of directors of First Republic Bank, a California banking company. Professor Parker also served on the board of directors of Threshold Pharmaceuticals, Inc., a publicly traded biotechnology company, from October 2004 until its merger with Molecular Templates in August 2017. From March 2001 to January 2015, Professor Parker served on the board of directors of iShares Exchange Traded Funds, an investment company, including as independent chairman. Professor Parker served as a member of the board of directors of Tejon Ranch Company, a publicly traded real estate development company, from May 1998 to March 2015, including as Chairman of its Audit Committee. From 1996 to 2009, Professor Parker served on the public board of Continental Airlines, Inc., including as Chairman of its Audit Committee.
Professor Parker holds a Bachelor of Science from Haverford College and a Master of Business Administration and Ph.D. from the Stanford Graduate School of Business.
Professor Parker’s understanding of business and finance concepts, acquired through his over 40 years of academic study and teaching, provides the Board with significant business acumen as the Company positions itself for future growth and development. In addition, Professor Parker’s extensive experience in an academic environment, including his position teaching about corporate governance and management compensation at Stanford Business School, allows him to advise on rapidly changing market conditions and provide perspective for the Board. Professor Parker also serves as an audit committee financial expert on the Board’s Audit Committee. Professor Parker’s service on other public company boards also lends insights into public company operations and provides different perspectives on Board practices and governance matters.
Charles W. Schoenherr is a non-executive director of Colony Capital. Mr. Schoenherr serves as Managing Director of Waypoint Residential, LLC which invests in multifamily properties in the Sunbelt. He has served in this capacity since January 2011 and is responsible for sourcing acquisition opportunities and raising capital.
Until January 2017, Mr. Schoenherr served as an independent director of NorthStar Realty Finance Corp., a predecessor to our company, NorthStar Realty Europe Corp. (NYSE: NRE) and NorthStar Real Estate Income II, Inc. positions he had held from June 2014, October 2015 and December 2012, respectively. Mr. Schoenherr also previously served as an independent director of NorthStar

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Real Estate Income Trust, Inc. from January 2010 to October 2015. From June 2009 until January 2011, Mr. Schoenherr served as President of Scout Real Estate Capital, LLC, a full service real estate firm that focuses on acquiring, developing and operating hospitality assets, where he was responsible for managing the company’s properties and originating new acquisition and asset management opportunities.
Prior to joining Scout Real Estate Capital, LLC, Mr. Schoenherr was the managing partner of Elevation Capital, LLC, where he advised real estate clients on debt and equity restructuring and performed due diligence and valuation analysis on new acquisitions between November 2008 and June 2009. Between September 1997 and October 2008, Mr. Schoenherr served as Senior Vice President and Managing Director of Lehman Brothers’ Global Real Estate Group, where he was responsible for originating debt, mezzanine and equity transactions on all major property types throughout the United States. During his career he has also held senior management positions with GE Capital Corporation, GE Investments, Inc. and KPMG LLP, where he also practiced as a certified public accountant. Mr. Schoenherr currently serves on the Board of Trustees of Iona College and is on its Real Estate and Investment Committees.
Mr. Schoenherr holds a Bachelor of Business Administration in Accounting from Iona College and a Master of Business Administration in Finance from the University of Connecticut.
Mr. Schoenherr’s expertise in and knowledge of real estate investment and finance industries, including extensive experience originating debt, mezzanine and equity transactions, qualify him to serve as a director.
John A. Somers is a non-executive director of Colony Capital, having previously served as a director of one of its predecessors from its initial public offering in September 2009 until January 2017. Mr. Somers has been a private investor since June 2006. From 1996 to June 2006, Mr. Somers was Head of Fixed Income and Real Estate for Teachers Insurance and Annuity Association and College Retirement Equities Fund (TIAA-CREF), and served there as an Executive Vice President from 1996 to 2004. From 1981 to 1996, Mr. Somers served as Senior Vice President and Head of Commercial Mortgages and Real Estate for TIAA-CREF. Prior to joining TIAA-CREF, from 1972 to 1981, Mr. Somers held several positions in the Real Estate Investment Department, including Vice President, for Prudential Insurance Company of America. He also served as Senior Vice Chairman of The National Realty Committee in Washington, D.C. and as Chairman of NYU’s Real Estate Institute.
Mr. Somers was a member of the board of directors of Guardian Life Insurance Company of America from 1996 through 2016. He served as a member of the audit & risk committee, the human resources and governance committee and served as chairman of its audit committee and investment committee. From 1986 to 2005 and again from 2011 through 2016, Mr. Somers served as a member of the board of directors of The Community Preservation Corporation, a 501(c)(3) not-for-profit corporation focused on low and moderate income housing development in New York City, and served as its Chairman, a member of its Executive Committee and Chairman of its Governance and Compensation Committee. Between 1990 and 2003, Mr. Somers served as director of Emigrant Savings Bank.
Mr. Somers received his Bachelor of Science in Economics from Villanova University in 1966 and a Master of Business Administration in Finance from the University of Connecticut in 1972.
Mr. Somers’s commercial mortgage and real estate investment experience allows him to provide sound advice on the Company’s objectives to acquire, originate and manage real estate-related investments. Mr. Somers served as a member of the independent special committee representing a predecessor of the Company’s interests in its 2015 management internalization. His position as Head of Fixed Income and Real Estate for TIAA-CREF provided Mr. Somers with extensive insight into the debt markets and real estate-related investments that provides a leadership perspective to the Board.
John L. Steffens is a non-executive director of Colony Capital, having previously served as a director of one of its predecessors from its initial public offering in September 2009 until January 2017. Mr. Steffens is the founder of Spring Mountain Capital, LP (Spring Mountain Capital). Founded in 2001, Spring Mountain Capital specializes in providing advisory services and alternative investments for institutional and private investors. Prior to establishing Spring Mountain Capital, Mr. Steffens spent 38 years at Merrill Lynch & Co., Inc., where he held numerous senior management positions, including President of Merrill Lynch Consumer Markets (which was later named the Private Client Group) from July 1985 until April 1997, and both Vice Chairman of Merrill Lynch & Co., Inc. (the parent company) and Chairman of its U.S. Private Client Group from April 1997 until July 2001.
Mr. Steffens served on the Board of Directors of Merrill Lynch & Co., Inc. from April 1986 until July 2001. He also served as a member of the Board of Directors of Merrill Lynch Ventures, LLC (a $1.8 billion private equity fund for key employees). Mr. Steffens currently serves on the Advisory Board of StarVest Partners, the Advisory Board of Wicks Communication & Media Partners, L.P., and as Chairman of the Board of Directors of Cicero, Inc., a publicly traded provider of business integration software, since May 2007. In addition, Mr. Steffens is currently National Chairman Emeritus of the Alliance for Aging Research. From January 2016 to June 2017, Mr. Steffens served on the board of trustees of Colony Starwood Homes (NYSE: SFR). From June 2004 to February 2009, Mr. Steffens served on the public board of Aozora Bank, Ltd., a financial services institution in Japan. Previously, Mr. Steffens served

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as Chairman of the Securities Industry Association, as a Trustee of the Committee for Economic Development, and as a member of the Board of Overseers of the Geisel School of Medicine at Dartmouth.
Mr. Steffens graduated with a Bachelor of Arts in Economics from Dartmouth College in 1963. He also attended the Advanced Management Program of the Harvard Business School in 1979.
Mr. Steffens’s years of investment experience, advisory work and senior leadership positions at Merrill Lynch devoted to private client work provides the Board with an investor perspective. Mr. Steffens’s extensive contacts developed through his service with a significant number of securities and financial firms provide the Board with a view into markets that is invaluable. Mr. Steffens’s service as a director of other public companies also helps provide the Board with different perspectives on Board practices and governance matters.

Executive Officers

8229-2_8229-1_page_18.jpg
Name
Age (1)
Title
ThomasPROPOSAL NO. 1: ELECTION OF DIRECTORS Chief Financial Officer (NASDAQ: TMUS) from 2013 to 2020 Communications, Inc. from 2005 to 2013 Vice President, Corporate Operations of n 2001 to 2005 QUALIFICATIONS, ATTRIBUTES AND SKILLS Capital Partners understanding of financial and accounting communications and retail industry, Bachelor of Science, University of Colorado n accounting him to provide significant insight as to Infrastructure Services since June 2018 Chief Executive Officer of Access/Google n Communications Inc., which provides Member of the Compensation Committee communications industry, from 2013 to Centurylink, Inc. (January 2005 to n Chief Executive Officer of Antenova, a n Security & Risk Committee from 2015 to frequency modules for mobile devices, PipingHot Networks, which brought (February 2020 to present) 1996 to 2000 Engineering, Purdue University Illinois, Harvard, and INSEAD DIGITALBRIDGE 2022 PROXY STATEMENT | 15 GREGORY J. Barrack, Jr.71MCCRAYIndependent Director since 2021 Chief Executive Officer of FDH Infrastructure Services AGE 59 COMMITTEE MEMBERSHIPS nNominating & Corporate Governance Committee nCompensation Committee EXPERIENCEnExperience as a current and former director nChief Executive Officer of FDHat other public companies, which enables governance and risk-related matters Fiber in 2017 OTHER PUBLIC COMPANY BOARD EXPERIENCE nChief Executive Officer of AeronADTRAN Inc. (May 2017 to present; installation, services and support to theand Member of the Audit Committee) 2016 February 2017; Chairman of the Cyber developer of antennas and radio2017) from 2003 to 2012 OTHER POSITIONS/RECOGNITIONS nChairman and Chief Executive Officer ofnBoard Member of FreeWave Technologies broadband fixed wireless access equipment to market, from 2001 to 2002 EDUCATION nSenior Vice President of customernBachelor of Science, Iowa State University operations at Lucent Technologies fromnMaster of Science, Industrial & Systems QUALIFICATIONS, ATTRIBUTES AND SKILLSnExecutive Business Programs, University of nExtensive executive experience with 30 years of business, marketing, sales, engineering, operations, mergers and acquisitions, management and international experience in the communications technology industry J. BRAXTON CARTERIndependent Director since 2021 Former Chief Financial Officer of T-Mobile US, Inc. AGE 63 COMMITTEE MEMBERSHIPS n Audit Committee (Chairman) n Compensation Committee EXPERIENCEnExtensive senior management and nChief Financial Officer of T-Mobile US, Inc.leadership experience as a public company nVice Chairman (from May 2011) and ChiefnCertified Public Accountant Financial Officer of MetroPCSOTHER PUBLIC COMPANY BOARD EXPERIENCE nAssurant Inc. (July 2020 to present) MetroPCS Communications, Inc. fromOTHER POSITIONS/RECOGNITIONS nSenior Advisor to Deutsche Telecom nMr. Carter brings to our Board a deepnCertified Public Accountant matters within the wirelessEDUCATION including having spent 10 years in public

Darren8229-2_8229-1_page_19.jpgPROPOSAL NO. 1: ELECTION OF DIRECTORS organization for its largest enterprise to September 2017) Engineering & Planning from 2008 to CEO of Center for Higher Ambition n from 2005 to 2008 QUALIFICATIONS, ATTRIBUTES AND SKILLS Directors (NACD) Directorship 100 list Trustee of Olin College of Engineering and operational experience in the n her senior executive positions and service Vice Chair of the Board, Women in America n Company continues to implement its 16 | DIGITALBRIDGE 2022 PROXY STATEMENT JEANNIE H. DIEFENDERFERIndependent Director since 2020 Founder and Chief Executive Officer of courageNpurpose, LLC AGE 61 COMMITTEE MEMBERSHIPS nAudit Committee nNominating & Corporate Governance Committee EXPERIENCEOTHER PUBLIC COMPANY BOARD EXPERIENCE nFounder and Chief Executive Officer ofnWindstream Holdings, Inc. (February 2016 courageNpurpose, LLC since 2014 to September 2020) nExecutive leadership positions at Verizon nMRV Communications, Inc. (July 2014 to Communications, including leadingAugust 2017) Verizon’s global customer carenWestell Technologies, Inc. (September 2015 customers from 2010 to 2012, serving as Senior Vice President of GlobalOTHER POSITIONS/RECOGNITIONS 2010, and as Chief Procurement OfficerLeadership since June 2021 n2020 National Association of Corporate nMs. Diefenderfer’s substantial technicalhonoree telecommunications industry, as well asnBoard Member of NACD NJ Chapter on public and advisory boards, will provide the Board with valuable insight as theEDUCATION strategic transition, as well as guidancenBachelor of Science, Tufts University on corporate governance matters andnMaster of Business Administration, Babson complex business issues College

8229-2_8229-1_page_20.jpgPROPOSAL NO. 1: ELECTION OF DIRECTORS acquired by American Tower Corporation in Presidential Intern in the White House for n Consulting partner for DB Capital Partners the Office of Special Activities and n States. In 2000, Apex merged with Governors, Member of the Young one of the largest telecommunications Deployment Advisory Committee of the time currently serves on the board of the Aspen digital infrastructure and Business DIGITALBRIDGE 2022 PROXY STATEMENT | 17 MARC C. GANZIDirector since 2020 Chief Executive Officer of DigitalBridge AGE 50 EXPERIENCEOTHER POSITIONS/RECOGNITIONS nFounded and served as Chief ExecutivenMember of boards of corporations, Officer of Digital Bridge Holdings (“DBH”), including: Andean Telecom Partners, from 2013 until its acquisition byExteNet Systems Vantage Data Centers, DigitalBridge in July 2019 Vertical Bridge, and Zayo Group nFounded Global Tower Partners (“GTP”),nAssistant Commercial Attaché in Madrid for which grew to become one of the largestthe U.S. Department of Commerce’s privately-owned tower companies in theForeign Commercial Service Department in U.S. under his leadership before being1990 2013 the George H.W. Bush administration with from 2000 to 2002 where he oversaw theInitiatives for the Honorable Stephen M. institution’s investments in the LatinStuddert in 1989 American tower sectornBoard Member of the Wireless nCo-founded and served as President ofInfrastructure Association from 2008 to Apex Site Management, one of the largest2017 and served as Chairman from 2009 third-party managers of wireless andto 2011 wireline communication sites in the United nMember of Nareit 2022 Advisory Board of SpectraSite Communications to createPresidents’ Organization, the Broadband site portfolios in the United States at theFederal Communications Commission, and QUALIFICATIONS, ATTRIBUTES AND SKILLSValley Ski Club nLeading visionary and entrepreneur, withEDUCATION decades of investment experience in thenBachelor of Science, Wharton School of telecommunications market, has led and overseen the Company’s digital transformation as Chief Executive Officer nExtensive experience as a founder and Chief Executive Officer of several digital companies, including DBH

8229-2_8229-1_page_21.jpgPROPOSAL NO. 1: ELECTION OF DIRECTORS and Governance Committee) Group LLC since December 2009 and Committee) Construction from 1999 to 2008. Senior Center from 2008 to 2011 July 2018; Audit Committee; Nominating Urban Investment & Development QUALIFICATIONS, ATTRIBUTES AND SKILLS Governor and Former Trustee of Urban n expertise in financial and accounting Trustee of Southwest Florida Community n extended period at several major public experience in management and operations Board member of Educational Housing n director of other public and private OTHER PUBLIC COMPANY BOARD EXPERIENCE Technology present; Chair of Audit Committee) University of Chicago QUALIFICATIONS, ATTRIBUTES AND SKILLS Bear Stearns & Co. and the tax experience and his leadership and Deloitte LLP) EDUCATION with the skills and qualifications to serve Dakota OTHER PUBLIC COMPANY BOARD EXPERIENCE Apple Hospitality REIT, Inc. (January 2015 n Juris Doctor, University of South Dakota and Corporate Governance Committee) 18 | DIGITALBRIDGE 2022 PROXY STATEMENT JON A. FOSHEIMIndependent Director since 2017 Former Chief Executive Officer of Oak Hill REIT Management, LLC AGE 71 COMMITTEE MEMBERSHIPS n Audit Committee nCompensation Committee (Chairman) EXPERIENCEOTHER POSITIONS/RECOGNITIONS nFormer Chief Executive Officer of Oak HillnDirector and Chairman of the Audit REIT Management, LLC from 2005 until Committee of the Arnold and Mabel his retirement in 2011 Beckman Foundation nPrincipal and Co-founder of Green Streetn2003 Recipient of the National Association Advisors, a REIT advisory and consultingof Real Estate Investment Trusts (NAREIT) firm, from 1985 to 2005 Industry Achievement Award nPreviously worked in institutional sales at nExtensive investment managementdepartment at Touche Ross and Co. (now management background provides him as a directornBachelor of Arts, University of South nMaster of Business Administration and to present; Member of Audit Committee nAssociated Estates Realty Corporation (February 2015 to August 2015) DALE ANNE REISSIndependent Director since 2019 Global and Americas Director of Real Estate, Hospitality and Construction, Ernst & Young LLP (Retired) AGE 74 COMMITTEE MEMBERSHIPS nAudit Committee nNominating & Corporate Governance Committee (Chairperson) EXPERIENCEniStar Inc. (July 2008 to May 2019; Chair of nSenior Managing Director of Brock CapitalAudit Committee, Member of Nominating Chairman of Brock Real Estate LLCnPost Properties, Inc. (October 2008 to since 2009 May 2013; Audit Committee, Nominating nSenior Partner at Ernst & Young LLP andand Governance Committee) predecessor firm from 1985 until hernCare Capital Properties Inc. (August 2015 retirement in 2008; Global and Americasto August 2017; Chair of Compensation Director of Real Estate, Hospitality andCommittee, Nominating and Governance consultant to their Global Real EstatenCYS Investments, Inc. (January 2015 to nSenior Vice President and Controller at and Governance Committee) Company from 1980 to 1985 OTHER POSITIONS/RECOGNITIONS nCertified Public Accountant nMs. Reiss brings to the Board extensiveLand Institute (1998 to present) matters from her experience over anFoundation accounting firms, her leadershipnTrustee of Sanibel Police Pension Board at those firms, and her experience as aServices companiesEDUCATION nBachelor of Science, Illinois Institute of nTutor Perini Corporation (May 2014 to nMaster of Business Administration, nStarwood Real Estate Income Trust, Inc. (November 2017 to present; Chair of Audit Committee)

8229-2_8229-1_page_22.jpgPROPOSAL NO. 1: ELECTION OF DIRECTORS quarter of 2022, with Ms. Curtin investment and wealth management of Global Wealth Management, Co-CIO and responsibility driving significant AUM Investments of Close Brothers Asset leading large investment teams in pursuit and financial advice firm focused on disciplines to deliver superior investment and family office, from 2010 to 2019 Chief Investment Officer and Managing n environment for investment management, Limited, a hedge fund and long-only front line controls, oversight, and until its full acquisition by CBAM in 2010 Funds business & founded Internet helping over 2.3 million children each year Schroders. significant dislocation EDUCATION Management; Board member for Baring Senior Council and Senior Leadership Princeton University DIGITALBRIDGE 2022 PROXY STATEMENT | 19 NANCY A. CURTINIndependent Director since 2014 Partner, Group Chief Investment Officer and Head of Investment Advisory of Alvarium Investments AGE 64 nChairperson of the Board EXPERIENCEQUALIFICATIONS, ATTRIBUTES AND SKILLS nPartner, Group Chief Investment Officer,nOver 25 years of investment management Head of Investment Advisory andexperience and senior leadership roles in participant member of the Supervisoryglobal asset management, private equity, Board of Alvarium Investments sincereal estate, and alternative asset investing May 2020 (Alvarium has announced athat are key to the Board’s oversight of the combination with the Tiedemann Group ofCompany’s investment strategy and Companies and the combined company is management of its investment portfolio expected to go public in the secondnProven business builder of global assuming the position of Partner, Co-Headbusinesses with C-suite and board Board Director)growth at attractive operating margins. nChief Investment Officer and Head ofnSuccessful track record of CIO execution; Management (CBAM), a UK investmentof institutional quality investment private clients, high-net-worth, charities,performance. nDeep understanding of regulatory Partner of Fortune Asset Managementwith proven ability to institute best practice institutional advisory business, from 2002 governance. nManaging Director of Schroders Plc andOTHER BOARDS Head of Global Investments for the Mutual nRight to Play, global education charity Finance Partners, a venture arm ofin war torn countries and areas of nHead of Emerging Markets at Baring Asset Venture Partners, Member of GlobalnBachelor of Arts, Summa Cum Laude, Team nMaster of Business Administration, nCo-Head of German Real Estate arm ofHarvard Business School Rho Asset Management, focused on private equity and real estate investments nEarly career, M&A and Corporate Finance at Morgan Stanley and Credit Suisse First Boston

8229-2_8229-1_page_23.jpgPROPOSAL NO. 1: ELECTION OF DIRECTORS services and alternative investments for (January 2016 to June 2017) Aozora Bank, Ltd. (June 2004 to n 2001) Previously spent 38 years with Merrill n July 2001) management positions, including Markets (renamed the Private Client for Aging Research Chairman of Merrill Lynch & Co. and from April 1997 to July 2001 QUALIFICATIONS, ATTRIBUTES AND SKILLS Wicks Communication & Media Partners, Board of Directors of Merrill Lynch n experience, advisory work and senior Chairman of the Securities Industry n provides the Board with a valuable Development Board of Overseers of the Geisel School of n throughout his career provides the Board companies brings invaluable expertise on College matters to DigitalBridge 20 | DIGITALBRIDGE 2022 PROXY STATEMENT JOHN L. STEFFENSIndependent Director since 2009 Founder of Spring Mountain Capital, LP AGE 80 COMMITTEE MEMBERSHIPS nCompensation Committee nNominating & Corporate Governance Committee EXPERIENCEOTHER PUBLIC COMPANY BOARD EXPERIENCE nFounder of Spring Mountain Capital, LP, nCicero, Inc. (Chairman, since May 2007) which specializes in providing advisorynDigitalBridge Starwood Homes institutional and private investors (since February 2009) Lynch, where he held a number of seniornMerrill Lynch & Co., Inc. (April 1986 to President of Merrill Lynch ConsumerOTHER POSITIONS/RECOGNITIONS Group) from 1985 to 1997, and Vice nNational Chairman Emeritus of the Alliance Chairman of its U.S. Private Client GroupnAdvisory Board of StarVest Partners and L.P. nMr. Steffens’ years of investmentVentures, LLC leadership positions at Merrill LynchAssociation investor perspectivenTrustee of the Committee for Economic nExpansive network he developed with invaluable market insightsMedicine at Dartmouth nService as a director of other publicEDUCATION Board practices and corporate governance nBachelor of Arts in Economics, Dartmouth nAdvanced Management Program, Harvard Business School

8229-2_8229-1_page_24.jpgPROPOSAL NO. 1: ELECTION OF DIRECTORS 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 and Codes of Ethics 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 and Code of Business Conduct and Ethics, 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 intend 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 without prior written approval from the Company’s Deputy General Counsel—Corporate. 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 Senior Financial Officers 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 non-employee 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. DIGITALBRIDGE 2022 PROXY STATEMENT | 21 n J. TangenBraxton Carter n Gregory J. McCray n Nancy A. Curtin n Sháka Rasheed n Jeannie H. Diefenderfer n Dale Anne Reiss n Jon A. Fosheim n John L. Steffens

8229-2_8229-1_page_25.jpg48PROPOSAL NO. 1: ELECTION OF DIRECTORS 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, reviews and approves meeting agendas, meeting schedules and other information, acts as a liaison between n n n (1) (2) (3) the outside directors and management, including the Chief Executive Officer, among independent directors and between interested third parties and the Board, serves as the focal point of communication to the Board regarding management plans and initiatives, ensures that the role between Board oversight and management operations is respected, consults on stockholder engagement and governance matters and performs such other duties as the Board requires from time to time. n n n n 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 industry 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 digital transformation, 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; provides our Chief Executive Officer with an experienced sounding board in the Chairperson; and provides an independent spokesperson for the Company. (2) (3) 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. 22 | DIGITALBRIDGE 2022 PROXY STATEMENT

8229-2_8229-1_page_26.jpgPROPOSAL NO. 1: ELECTION OF DIRECTORS Board’s Role in Risk Oversight The Board believes that it is appropriate for our Board, as a whole and through its standing committees, to oversee and monitor our risk management processes. The Board has allocated risk matters to its standing committees to ensure appropriate focus and oversight, as set forth below. Our Board committees meet regularly to discuss these areas of risk and report back to the Board. Nominating and Corporate Governance Committee Audit Committee Compensation Committee n Board Refreshment In connection with its oversight of risk to our business, our Board and its committees consider feedback from our 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 and 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 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. 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. The chair of each of the Board’s standing committees reports on the discussion to the full Board at the next Board meeting. All directors have access to members of management in the event a director wishes to follow up on items discussed during the Board meeting. 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 for and against such nominee 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. DIGITALBRIDGE 2022 PROXY STATEMENT | 23 n Succession Planning n Onboarding n ESG Oversight n Board Education/ Regulatory Developments n Compensation Related Risks n HR Matters n Financial n Operational n Cybersecurity/ Technology n Digital Continuity Plans n Insurance n Foreign Corrupt Practices Act n FX Exposure/ Counterparty Risk AREAS OF RISK $

8229-2_8229-1_page_27.jpgPresidentPROPOSAL NO. 1: ELECTION OF DIRECTORS 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 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. n n n n n n 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. 24 | DIGITALBRIDGE 2022 PROXY STATEMENT

Mark8229-2_8229-1_page_28.jpgPROPOSAL NO. 1: ELECTION OF DIRECTORS In 2021, as part of our continuing Board refreshment efforts and Spencer Stuart’s analysis of our Board governance and other matters, we also engaged Spencer Stuart as a third party executive search firm to assist the Nominating and Corporate Governance Committee in identifying, screening and assessing potential director candidates with digital experience. 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 followed. Pursuant to our Bylaws, written notice by stockholders of qualifying nominations for election to our Board at the 2022 Annual Meeting must have been received by December 2, 2021. We did not receive any such nominations and no other nominations for election to our Board may be made by stockholders at the 2022 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. Policy for Review of Related Person Transactions Our Board of Directors has adopted a written Related Party Transaction Policy in order to ensure that related party transactions are properly reviewed and fully disclosed in accordance with the rules and regulations of the SEC and NYSE. All related party transactions, including transactions between us and any executive officer, director, director nominee or more than 5% stockholder of the Company, or any of their immediate family members, where the amount involved exceeds $120,000 and in which such related person has a direct or indirect material interest, must be approved or ratified by either our Audit Committee or a majority of the disinterested members of our Board of Directors. As a general rule, any director who has a direct or indirect material interest in the related party transaction does not participate in the Audit Committee or Board action regarding whether to approve or ratify the transaction. For purposes of the policy, a related party transaction does not include any co-investments made by and between the Company (or its subsidiaries) and one or more investment vehicles formed, sponsored and managed by the Company or its subsidiaries, regardless of when such co-investment is made, or any transactions related to any such co-investment. As a general rule, all related party transactions should be on terms reasonably comparable to those that could be obtained by the Company in arm’s length dealings with an unrelated third party; however, in such cases where it may be impractical or unnecessary to make such a comparison, the Audit Committee or a majority of the disinterested members of the Board may approve any such transaction at their discretion in accordance with the Related Party Transaction Policy. In preparation of the Company’s proxy statement, each director and executive officer completes a director and officer questionnaire, which requires disclosure of any transactions with us in which the director or executive officer or any member of his or her immediate family, has an interest. DIGITALBRIDGE 2022 PROXY STATEMENT | 25

8229-2_8229-1_page_29.jpgPROPOSAL NO. 1: ELECTION OF DIRECTORS Pursuant to our Audit Committee’s charter, in addition to conducting a review of all related party transactions in accordance with the Related Party Transaction Policy, the Audit Committee must review the Related Party Transaction Policy periodically and reports the results of such reviews to Board. See “Certain Relationships and Related Transactions” on page 71 for a description of our related party and certain other transactions. 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) (2) (3) (4) trading in call or put options involving the Company’s securities and other derivative securities, engagement in short sales of the Company’s securities, holding the Company’s securities in a margin account, and pledging the Company’s stock to secure margin or other loans, except as otherwise approved by our Board. Information about Our Board of Directors and Its Committees During the year ended December 31, 2021, our Board met on 15 occasions. Each director then serving 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 2021 attended the 2021 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, in 2021, the Board formed two additional committees. First, in connection with a proposed equity commitment related to the acquisition of a portfolio company by Digital Bridge Partners II, LP (“DBP II”), the Board formed a transaction committee (the “Trident Transaction Committee”) comprised solely of independent directors to negotiate the terms of the Company’s potential investment. The Board dissolved the transaction committee following a decision by DBP II not to draw on the equity commitment. The members of the transaction committee were Messrs. Carter (Chairperson), Fosheim and Rasheed and Mses. Curtin, Diefenderfer and Reiss. 26 | DIGITALBRIDGE 2022 PROXY STATEMENT

8229-2_8229-1_page_30.jpgPROPOSAL NO. 1: ELECTION OF DIRECTORS Second, the Board formed a special committee to oversee special counsel in its engagement relating to the allegations against Thomas J. Barrack, Jr. (the “Special Investigation Committee”). The current members of the special committee are Ms. Diefenderfer (Chairperson) and Messrs. McCray and Rasheed. 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 (the “Code”). 2021 Board Committee Rotation In connection with our Board’s dedication to Board refreshment and our company’s digital transformation, the Nominating and Corporate Governance Committee conducted an extensive evaluation of the skills, qualifications and diversity of our director nominees for the 2022 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. Dbrg Committee Memberships Compensation Committee Nominating and Corporate Governance Committee Independent Director Audit Committee Committee Chair Committee Member Audit Committee Financial Expert (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, J. Braxton Carter, Jon A. Fosheim and Dale Anne Reiss 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 DIGITALBRIDGE 2022 PROXY STATEMENT | 27 FE J. Braxton Carter— Nancy A. Curtin(1)——— Jeannie H. Diefenderfer— Jon A. Fosheim— Gregory J. McCray— Sháka Rasheed— Dale Anne Reiss— John L. Steffens— FE FE FE

8229-2_8229-1_page_31.jpgPROPOSAL NO. 1: ELECTION OF DIRECTORS 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 5 times in 2021. 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 recommend 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. It reviews and makes recommendations on matters involving the general operation of our Board and our corporate governance and annually recommends to our Board nominees 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 6 times in 2021. 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 2021. 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. 28 | DIGITALBRIDGE 2022 PROXY STATEMENT

8229-2_8229-1_page_32.jpgPROPOSAL NO. 1: ELECTION OF DIRECTORS 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. n n n n In 2021, 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. In addition, Semler Brossy provided services in 2021 relating to executive compensation matters for the Company’s executive officers as discussed in “Compensation Discussion and Analysis” in this Proxy Statement. Following the Compensation Committee’s comprehensive review of competitive practice data and in consideration of advice provided by Semler Brossy and the Company’s recently completed transition to a digital-focused strategy, the Compensation Committee recommended to our Board, and our Board approved, the non-employee director compensation program described below for 2021. Non-Employee Directors During 2021, our non-employee directors’ fees were as follows: Annual Cash Retainers ($) Annual Stock Award ($) Non-Employee Directors’ Fees (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. 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 (2) DIGITALBRIDGE 2022 PROXY STATEMENT | 29 Cash Retainer100,000 Additional cash retainer for Chairperson(1)125,000 Additional cash retainer for Committee Chairpersons: n Audit Committee25,000 n Compensation Committee20,000 n Nominating & Corporate Governance Committee20,000 Additional cash retainer for Committee Members (other than Chairperson): n Audit Committee15,000 n Compensation Committee10,000 n Nominating & Corporate Governance Committee10,000 Granted promptly following annual re-election, subject to one-year vesting condition(2)175,000

8229-2_8229-1_page_33.jpgPROPOSAL NO. 1: ELECTION OF DIRECTORS 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. The Company also reimburses each of the directors for their travel expenses incurred in connection with their attendance at Board and committee meetings. In addition, in 2021, members of the Trident Transaction Committee and Special Investigation Committee received six-month retainers of $50,000 ($75,000 for the chairperson) and $2,000 per meeting attended in person and $1,000 per meeting attended virtually. The compensation for these special committees of the Board was determined based on a number of factors, including the anticipated amount of time expected to be devoted to the committee matters and additional work such committee members, including the Chairperson of each committee, would be taking on in connection with such director’s participation on such committees. Non-Executive Director Deferred Compensation Program The non-executive directors have the right to elect to receive all or a portion of their annual retainers and any additional annual retainers in the form of deferred stock units in lieu of cash or restricted stock, which units would be issued as of the applicable payment date and valued based on the closing price of the Company’s shares of Class A common stock on the business day prior to such applicable payment date. Deferred stock units are payable in shares of the Company’s Class A common stock either upon the director’s departure from the Board or in annual installments over three years following departure. All deferred stock units are entitled to receive dividend equivalent payments, which are reinvested into additional deferred stock units. Any such additional deferred stock units will be subject to the same restrictions and conditions, including any vesting conditions, as the deferred stock units with respect to which they were credited. Director Compensation for 2021 The following table provides information concerning the compensation of our non-employee directors for 2021: Fees Earned or Paid in Cash(1) ($) All Other Compensation(3) ($) Stock Awards(2) ($) Total ($) Name (1) For Mr. Barrack, amounts include the value of 2,265 deferred stock units received in lieu of directors’ cash compensation for service in 2021. Also Includes the following amounts paid in connection with service on the Trident Transaction Committee and Special Investigation Committee, as applicable: $84,000 to Mr. Carter, $59,000 to Ms. Curtin, $172,000 to Ms. Diefenderfer, $59,000 to Mr. Fosheim, $88,000 to Mr. McCray, $147,000 to Mr. Rasheed and $59,000 to Ms. Reiss. 30 | DIGITALBRIDGE 2022 PROXY STATEMENT Thomas J. Barrack, Jr.25,000 —— 25,000 J. Braxton Carter(4)190,410 204,185 — 394,595 Nancy A. Curtin271,500 175,007 — 446,507 Jeannie Diefenderfer295,296 175,007 — 470,303 Jon A. Fosheim191,445 175,007 76,006 442,458 Craig M. HedstromHatkoff39,176 170,448 65,934 275,558 Gregory J. McCray201,186 230,839 — 432,025 Raymond C. Mikulich40,879 170,448 65,934 277,261 George G. C. Parker 45,137 —— 45,137 Sháka Rasheed(5)229,417 175,007 — 404,424 Dale Anne Reiss188,890 175,007 — 363,897 John L. Steffens120,851 175,007 137,532 433,390

8229-2_8229-1_page_34.jpg60PROPOSAL NO. 1: ELECTION OF DIRECTORS (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 (except for Messrs. Hatkoff, Mikulich and Parker, who did not stand for re-election in 2021) on May 7, 2021, which was for the annual grant in connection with each director’s re-election (or in the case of Messrs. Carter, McCray and Rasheed, election) to the Board on May 4, 2021. As of December 31, 2021, except for (i) 25,437 unvested shares held by each of Mses. Diefenderfer and Reiss and Messrs. Carter and McCray and (iii) 25,437 unvested deferred stock units held by each of Ms. Curtin and Messrs. Fosheim, Rasheed and Steffens, none of our directors held any unexercised option awards or unvested stock awards that had been granted as director compensation. Following each of Messrs. Hatkoff’s, Mikulich’s and Parker’s respective resignations from our Board, all unvested stock awards held by them were accelerated. Each of the stock awards in 2021 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. Carter and McCray were in restricted shares of the Company’s Class A common stock. Reflects (i) $76,006 and $137,532 paid to Mr. Fosheim and Mr. Steffens, respectively, to compensate them for taxes and related accounting fees in connection with corrections related to the invalid issuance of certain deferred stock units, and (ii) cash amounts to Messrs. Hatkoff and Mikulich pursuant to the consulting agreements, effective as of May 4, 2021, between the Company and Messrs. Hatkoff and Mikulich. Mr. Carter was appointed to our Board on March 2, 2021 and therefore, the compensation earned in 2021 includes Mr. Carter’s pro rata portion of the annual cash retainers. Mr. Rasheed was elected to our Board on May 4, 2021 and therefore, the compensation earned in 2021 includes Mr. Rasheed’s pro rata portion of the annual cash retainers. (3) (4) (5) Director Stock Ownership Guidelines Our Board adopted the following minimum stock ownership guidelines for non-executive members of our Board: Title Guideline 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 on the later of January 11, 2017 or 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. DIGITALBRIDGE 2022 PROXY STATEMENT | 31 Non-Executive DirectorsA multiple of 4x annual director cash base retainer

8229-2_8229-1_page_35.jpgEXECUTIVE 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. Name Age Position See “Proposal No. 1: Election of Directors—Board of Directors” above for Mr. Ganzi’s biographical information. and a financial analyst at Morgan Stanley. Mr. Jenkins received a Bachelor of Arts with honors Planning and Analysis, US Tower from May 2010 to December 2013. Prior to that, Mr. Wu spent numerous accounting, finance and business development roles, including as the Director and 32 | DIGITALBRIDGE 2022 PROXY STATEMENT JACKY WU Executive Vice President, Chief Financial Officer and Treasurer Jacky Wu is an Executive Vice President, Chief OperatingFinancial Officer and Treasurer
of DigitalBridge. Prior to joining DigitalBridge in March 2020, Mr. Wu served as Executive Vice President and Chief Financial Officer of Driven Brands, Inc. (NASDAQ: DRVN), America’s largest automotive aftermarket platform from September 2016 to March 2020, during which time he oversaw the filing of Driven Brands’ registration statement in connection with its initial public offering in March 2020. Prior to that, Mr. Wu served as Executive Vice President and Chief Financial Officer of Xura, Inc. (formerly Comverse, Inc. (NASDAQ: MESG)) from April 2015 to September 2016, when the company was taken private. From May 2010 to March 2015, Mr. Wu was Vice President at American Tower Corporation (NYSE: AMT), where he was Vice President of Finance and Mergers & Acquisitions from January 2014 to March 2015 and Vice President of Financial eight years at Verizon Communications (NYSE: VZ), from 2002 to 2010, where he served in Chief Financial Officer of Verizon’s Digital Services Inc. from 2009 to 2010. He graduated summa cum laude, Phi Beta Kappa and with Departmental Honors with a Master of Business Administration and a Bachelor of Science in Economics from Tulane University. 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 (now Apax Partners) from Stanford University and an MBA with distinction from Harvard Business School. Marc C. Ganzi50 Chief Executive Officer Benjamin J. Jenkins51 President and Chief Investment Officer Jacky Wu39 Executive Vice President, Chief Financial Officer and Treasurer Ronald M. Sanders55Sanders58 Executive Vice President, Chief Legal Officer and Secretary
Kevin P. Traenkle49Executive Vice President and Liam Stewart44 Chief InvestmentOperating Officer
Neale W. Redington52 Sonia Kim48 Managing Director and Chief Accounting Officer

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(1)
AgesEXECUTIVE OFFICERS at GTP. Prior to joining GTP in 2009, Mr. Stewart was employed by the Macquarie Group where he DIGITALBRIDGE 2022 PROXY STATEMENT | 33 SONIA KIM Managing Director and the Chief Accounting Officer Sonia Kim is a Managing Director and the Chief Accounting Officer of DigitalBridge. Ms. Kim is responsible for financial reporting and accounting policy matters for DigitalBridge and its managed vehicles. Prior to joining DigitalBridge in 2008, Ms. Kim was an auditor with Deloitte & Touche LLP and PricewaterhouseCoopers LLP, serving clients primarily in real estate and financial services industries. Ms. Kim received a Bachelor of Arts in Business Economics from the University of California, Los Angeles, and is a Certified Public Accountant in the State of California. 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 March 28, 2019the 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 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. RONALD M. SANDERS Executive Vice President and the Chief Legal Officer and Secretary Ronald M. Sanders is an Executive Vice President and the Chief Legal Officer and Secretary of DigitalBridge. Mr. Sanders is responsible for the management of global legal affairs and generally provides legal and other support to the operations of DigitalBridge. Prior to joining the DigitalBridge business in 2004, Mr. Sanders was a Partner with the law firm of Clifford Chance US LLP. Mr. Sanders received his Bachelor of Science from the State University of New York at Albany in 1985, and his Juris Doctor from the New York University School of Law in 1988.
See “Board of Directors” above for Mr. Barrack’s biographical information.

Darren J. Tangen is the President of Colony Capital. In addition, Mr. Tangen has served on the Board of Directors of Colony Credit Real Estate, Inc. (NYSE: CLNC) since January 2018. Since 2002, Mr. Tangen has held various senior investment related roles at Colony Capital and its predecessors, including Executive Vice President, Chief Financial Officer and Treasurer.

Mr. Tangen was one of the key executives (Chief Financial Officer and Chief Operating Officer) responsible for Colony Financial, Inc. (NYSE:CLNY) having taken the company public in 2009 and leading it through its successful combination with Colony Capital, LLC in 2015. Prior to joining Colony Capital in 2002, Mr. Tangen held positions at Credit Suisse and Colliers International (NASDAQ: CIGI).
Mr. Tangen received his Bachelor of Commerce from McGill University and his Master of Business Administration in Finance and Real Estate at The Wharton School, University of Pennsylvania where he was recognized as a Palmer Scholar.
Mark M. Hedstrom is an Executive Vice President, the Chief Financial Officer, Chief Operating Officer and Treasurer of Colony Capital.
Prior to the combination of Colony Capital, LLC and Colony Financial, Inc. into a predecessor Colony Capital in 2015, Mr. Hedstrom was the global Chief Financial Officer for Colony Capital, LLC. In that role he was responsible for management of the financial and operating aspects of its funds management business, which included oversight of Colony Capital LLC’s financial, human resources, information technology, risk management and investor reporting functions.
Prior to joining the Colony Capital business in 1993, Mr. Hedstrom held senior positions with Koll International and Castle Pines Land Company. Mr. Hedstrom spent five years with Ernst & Young, where he was a Senior Manager.
Mr. Hedstrom is a Certified Public Accountant (license inactive) and received a Bachelor of Science in Accounting from the University of Colorado.
Ronald M. Sanders is an Executive Vice President and the Chief Legal Officer and Secretary of Colony Capital, for which he is responsible for the management of global legal affairs and generally provides legal and other support to the operations of Colony Capital.

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Prior to joining the Colony Capital business in 2004, Mr. Sanders was a Partner with the law firm of Clifford Chance US LLP.
Mr. Sanders received his Bachelor of Science from the State University of New York at Albany in 1985, and his Juris Doctor from the New York University School of Law in 1988.
Kevin P. Traenkle is an Executive Vice President and the Chief Investment Officer of Colony Capital. In addition, Mr. Traenkle heads real estate credit strategies for Colony Capital and.has served as Chief Executive Officer and President, and as a member of the Board of Directors, of Colony Credit Real Estate, Inc. (NYSE: CLNC) since January 2018.
Mr. Traenkle is involved in many facets of Colony Capital, including business strategy, product development, global client relations, oversight of individual investment and divestment decisions, as well as portfolio construction and risk management.
Prior to rejoining the Colony business in 2002, Mr. Traenkle worked for a private equity investment firm, where, among other responsibilities, he focused on the firm’s real estate-related investment and management activities. Prior to originally joining Colony in 1993, Mr. Traenkle worked in the municipal finance department for the investment bank First Albany Corporation in Albany, New York.
Mr. Traenkle received a Bachelor of Science in Mechanical Engineering in 1992 from Rensselaer Polytechnic Institute in Troy, New York.
Neale W. Redington is a Managing Director and the Chief Accounting Officer of Colony Capital. Mr. Redington is responsible for financial accounting and reporting for firm-sponsored investments and related affiliates and subsidiaries. In addition, Mr. Redington has served as Chief Financial Officer and Treasurer of Colony Credit Real Estate, Inc. (NYSE: CLNC) since November 2018, having previously served as its Chief Accounting Officer since January 2018.
Prior to joining the Colony Capital business in 2008, Mr. Redington was an audit partner in the real estate and hospitality practice of Deloitte & Touche LLP. During his twenty years with Deloitte, Mr. Redington worked in both London and Los Angeles.
Mr. Redington, a Certified Public Accountant (license inactive) and a Chartered Accountant in England & Wales, received a Bachelor of Commerce in Accounting degree with Honors in 1987 from the University of Birmingham in England.



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INFORMATION REGARDING CORPORATE GOVERNANCE AND
BOARD AND COMMITTEE MEETINGS
Committee Charters, Corporate Governance Guidelines and Code of Ethics
Our Board of Directors maintains charters for all Board committees. In addition, our Board of Directors has adopted a written set of corporate governance guidelines, a code of business conduct and ethics and a code of ethics for our principal executive officers and senior financial officers. To view our standing committee charters, corporate governance guidelines, code of business conduct and ethics and code of ethics, please visit our website at www.clny.com, in the “Public Shareholders – Corporate Governance” section. Each of these documents is also available in print to any stockholder who sends a written request to such effect to Investor Relations, Colony Capital, Inc., 515 S. Flower St., 44th Floor, Los Angeles, CA 90071.
Director Independence
Our Board of Directors currently has 11 directors, a majority (10), or over 90%, of whom the Board affirmatively has determined to be “independent” under the listing standards of the NYSE and under applicable rules of the SEC. The Board affirmatively has determined that each of the following non-executive directors is independent under these standards: Douglas Crocker II, Nancy A. Curtin, Jon A. Fosheim, Craig M. Hatkoff, Justin E. Metz, Raymond C. Mikulich, George G. C. Parker, Charles W. Schoenherr, John A. Somers and John L. Steffens. Thomas J. Barrack, Jr. is not independent, as he is our Executive Chairman and Chief Executive Officer.
Board Leadership Structure
As noted above, our Board of Directors is comprised of 10 independent directors and one executive director. Mr. Barrack serves as the Executive Chairman of the Board and, in November 2018, became our Chief Executive Officer. Given Mr. Barrack’s tenure with the Company and its predecessor and his in-depth knowledge of the Company and our business, the Board has determined that Mr. Barrack is well-positioned to lead Board discussions as Executive Chairman. The Board also believes that Mr. Barrack’s combined role as Executive Chairman and Chief Executive Officer promotes unified leadership and direction for the Board and executive management.
To strengthen the role of our independent directors and encourage independent Board leadership, our Board of Directors has also established the position of Lead Director. The Lead Director is selected on an annual basis by a majority of the independent directors then serving on the Board of Directors from among the independent directors. Nancy A. Curtin currently serves as our Lead Director. The responsibilities of the Lead Director include, among others: (i) serving as a liaison (a) between the Board of Directors and management, including the Chief Executive Officer, (b) among independent directors and (c) between interested third parties and the Board of Directors; (ii) presiding at executive sessions of the independent directors; (iii) serving as the focal point of communication to the Board regarding management plans and initiatives; and (iv) ensuring that the role between Board oversight and management operations is respected.
Board’s Role in Risk Oversight
In recognition of the importance and relevance of risk oversight, management and controls in a large scale company such as ours, along with the complexity and diversity of our investments and businesses, our Board of Directors established a Risk Committee that is comprised solely of independent directors. The Board also determined that maintaining the Risk Committee allows the Audit Committee to substantially focus on accounting and financial reporting matters (including risks relating thereto), as more fully described below.
In connection with its oversight of risk to our business, the Risk Committee, Audit Committee and Board consider feedback from our Chief Risk Officer, Internal Auditor and other members of management concerning the Company’s operations and strategies and consider the attendant risks to our business. The Risk Committee, Audit Committee and Board 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 Operating Officer, 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.
Specifically, our Risk Committee’s oversight responsibility includes the enterprise-wide risk management policies of the Company’s operations; structure, approach and operation of the Company’s risk-management framework; and review and approval of risk parameters to be used by management to operate the Company. Types of risk reviewed by the Risk Committee include, but are not limited to, compliance/regulatory risk, credit risk, valuation risk, market risk, liquidity risk, operational risk, legal risk, reputational risk and strategic risk. The Risk Committee also evaluates and monitors insurance coverage, risk sharing and fraud and corruption exposure and management.

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Our Audit Committee continues to assist the Board’s oversight of the integrity of our financial statements and financial reporting process, our compliance with legal and regulatory requirements, the qualifications and independence of our independent registered public accounting firm, and the performance of our internal audit function and independent registered public accounting firm. In addition, the Audit Committee has established and maintains procedures for the receipt of complaints and submissions of concerns regarding accounting and auditing matters. Pursuant to its charter, the Audit Committee also considers our policies with respect to financial reporting risk assessment and risk management. To further address such risk oversight and management of the Company, the Company has a Chief Risk Officer, who manages an internal risk review function and maintains a line of direct communication with both the Risk Committee and Audit Committee at regular meetings (and as may otherwise be necessary).
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. The chairman of each of the Board’s standing committees reports on the discussion to the full Board at the next Board meeting. All directors have access to members of management in the event a director wishes to follow up on items discussed during the Board meeting.
In addition, the Board is assisted in its oversight responsibilities by the other 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. Our Board also established two new Board committees in 2019: a Strategic Asset Review Committee, to review and evaluate the Company’s assets and business configuration, and a Corporate Communications Committee, to monitor and review certain public press and media attention regarding the Company. See “—Board Committees” for additional information.
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. The Lead Director presides at these sessions.
Communications with the Board
Stockholders and other interested parties may communicate with the Board by sending any correspondence they may have to the Lead Director at the following address: “Lead Director” c/o Secretary, Colony Capital, Inc., 515 S. Flower St., 44th Floor, Los Angeles, CA 90071, or by email at leaddirector@clny.com. The Lead Director will decide what action should be taken with respect to the communication, including whether such communication should be reported to the Board of Directors.
Board Meetings
During 2018, our Board of Directors met 11 times, including telephonic meetings, and each Director then serving attended at least 75% of the aggregate number of Board meetings and of all committees on which he or she served. Directors are expected to attend, in person or by telephone, all Board meetings and meetings of committees on which they serve.
All directors are expected to attend the annual meeting of stockholders as provided in our corporate governance guidelines. Seven of our directors attended the 2018 annual meeting of stockholders.
Board Committees
The Board of Directors has a standing Audit Committee, Compensation Committee, Nominating and Corporate Governance Committee, and Risk Committee. All members of the committees described below are “independent” of the Company as that term is defined in the NYSE’s listing standards and Section 10A-3 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”).
In February 2019, the Board of Directors formed three additional committees. First, in connection with the Cooperation Agreement, the Board of Directors formed a Strategic Asset Review Committee comprised solely of independent directors to review, evaluate and make recommendations to the Board on issues relating to the Company’s assets and business configuration. The current members of the Strategic Asset Review Committee are Douglas Crocker II (Chairman), Nancy A. Curtin, Craig M. Hatkoff, Justin E. Metz and Raymond C. Mikulich.
Second, the Board of Directors formed a Corporate Communications Committee comprised solely of independent directors to monitor and review with management certain public press and media attention regarding the Company. The current members of the Corporate Communications Committee are Nancy A. Curtin, Craig M. Hatkoff, John A. Somers and John L. Steffens.
Third, the Board of Directors formed a Demand Review Committee comprised solely of independent directors to evaluate a demand letter received from a purported stockholder of the Company regarding certain allegations made against certain of the Company’s current and former executive officers and directors, which are substantially similar to those alleged in certain class action

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lawsuits filed against the Company in 2018. The current members of the Demand Review Committee are Raymond C. Mikulich and John L. Steffens.

The table below provides membership information for each of the Board committees of the Company:
8229-2_8229-1_page_37.jpgPROPOSAL 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 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 2021. 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. 34 | DIGITALBRIDGE 2022 PROXY STATEMENT Our Board of Directors Recommends a Vote “FOR” Adoption of This Resolution, Approval of Named Executive Officer Compensation.

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NameAuditCOMPENSATION COMMITTEE REPORT The CompensationNominating Committee of our Board of Directors has reviewed and
Corporate
Governance		RiskStrategic Asset ReviewCorporate CommunicationsDemand Review
Douglas Crocker IIþþC
Nancy A. Curtinþþþþ
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: DIGITALBRIDGE 2022 PROXY STATEMENT | 35 Jon A. Fosheim,þC
Craig M. Hatkoffþþ
Justin E. Metzþþþ
Raymond C. Mikulichþþ
George G. C. ParkerCþ
Charles W. Schoenherrþþ
John A. SomersþCþ
Chairperson J. Braxton Carter Gregory J. McCray John L. SteffensCþþþ

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þ
C
Member
Committee Chairman

The following provides additional information regarding our standing committees of our Board of Directors.
Audit Committee
The principal purpose of the Audit Committee is to assist the Board of Directors in the oversight of:
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;
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.
The Audit Committee is directly responsible for the appointment, compensation, retention and oversight of the work of our independent auditors and is also responsible for reviewing with our independent auditors any audit problems or difficulties they encounter in the course of their audit work. The Audit Committee is also charged with the tasks of reviewing our financial statements, any significant financial reporting issues and any major issues as to the adequacy of internal control with management and our independent auditors.
Our Audit Committee’s written charter requires that all members of the committee must satisfy the requirements of the NYSE, the rules and regulations of the SEC and applicable laws relating to independence, financial literacy and experience. All of the members of the Audit Committee meet the foregoing requirements. The Board of Directors has determined that George G. C. Parker is an “audit committee financial expert” as defined by the rules and regulations of the SEC. For information about the development of Professor Parker’s expertise, see “Board of Directors and Executive Officers—Board of Directors.”
During 2018, the Audit Committee met fourtimes, including telephonic meetings, and each member of such Audit Committee attended at least 75% of such meetings.

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Compensation Committee
The principal purposes of the Compensation Committee are to:
review and approve on an annual basis the corporate goals and objectives relevant to our Chief Executive Officer’s compensation, evaluate our Chief Executive Officer’s performance in light of such goals and objectives and determine and approveCOMPENSATION DISCUSSION AND ANALYSIS This Compensation Discussion & Analysis section discusses the compensation of our Chief Executive Officer based on such evaluation;
review and approve the compensation, if any, of all of our executive officers, including our “named executive officers”;
review our executive compensation policies and plans;
implement and administer our incentive compensation equity-based remuneration plans, including the CLNY Equity Incentive Plan, as defined below;
oversee and assist management in preparing the compensation disclosure and analysis for inclusion in our proxy statement and/or annual report;
prepare and submit a report on executive compensation to be included in our proxy statement and/or annual report; and
review, evaluate and recommend changes, if appropriate, to the compensation for directors.
In addition, the Compensation Committee shall also ensure 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.
We entered into employment agreements with certain executive officers of the Company, pursuant to which each receives compensation for their services. For further information regarding the employment agreements of our named executive officers as follows: Name Position Our named executive officers see “Compensation Discussion and Analysis.”
The Compensation Committee may delegate its authority to members as it deems appropriate, and any actions taken by a member who has been delegated authority 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 shall consider 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.
During 2018, the Compensation Committee met seven times, including telephonic meetings, and each member of such Compensation Committee attended 100% of such meetings.
Nominating and Corporate Governance Committee
The principal purposes of the Nominating and Corporate Governance Committee are to:
identify and recommend to the full Board of Directors qualified candidates for election as directors and recommend nominees for election as directors at the annual meeting of stockholders;
develop and recommend to the Board of Directors corporate governance guidelines and implement and monitor such guidelines;
review and make recommendations on matters involving the general operation of the Board of Directors, including board size and composition, and committee composition and structure;
recommend to the Board of Directors nominees for each committee of the Board of Directors;
annually facilitate the assessment of the Board of Directors’ performance as a whole and of individual directors, as required by applicable law, regulations and the NYSE corporate governance listing standards; and
oversee the Board of Directors’ evaluation of management.
During 2018, the Nominating and Corporate Governance Committee met four times, including telephonic meetings, and each member of such Nominating and Corporate Governance Committee attended at least 75% of such meetings.

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Risk Committee
The principal purposes of the Risk Committee are to:
review the Company’s risk management infrastructure and the critical risk management policies;
review and consider with management the Company’s risk profile, risk appetite and approach to determining the acceptability of risks incurred in the course of pursuing business;
review and evaluate the Company’s significant financial, non-financial and cybersecurity risk exposures;
review with management the Company’s compliance program, material litigation affecting the Company and any significant correspondences with, or other actions by, regulators or governmental agencies;
review with management the quality and competence of management appointed to administer risk management functions;
review the Company’s insurance coverage and various risk sharing protocols; and
review with management the Company’s exposure to fraud and corruption.
During 2018, the Risk Committee met four times, including telephonic meetings, and each member of such Risk Committee attended at least 75% of such meetings.
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 for and against such nominee 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.
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 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. The director is expected to act in accordance with the Nominating and Corporate Governance Committee’s recommendation in this regard.
Consideration of Director Candidates
The Board of Directors has adopted the charter of the Nominating and Corporate Governance Committee to be used for considering potential director candidates to further the Nominating and Corporate Governance Committee’s goal of ensuring that our Board of Directors consists of a diversified group of qualified individuals that function effectively as a group. The policy provides 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. However, at a minimum, 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.

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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; however, we do not currently employ a search firm, or pay a fee to any other third party, to locate qualified director candidates.
In addition, as discussed above in “Proposal 1: Election of Directors,” in connection with the Cooperation Agreement, our Board of Directors appointed Mr. Hatkoff and Mr. Mikulich as new independent directors to our Board, effective February 11, 2019, and further agreed with Blackwells to mutually agree on one additional independent director (the “New Director”) to be appointed to our Board. In accordance with the Cooperation Agreement, the Company included Mr. Hatkoff and Mr. Mikulich as nominees to the Board for election at the 2019 annual meeting of stockholders and has recommended, and will solicit proxies, for the election of Mr. Hatkoff and Mr. Mikulich at the 2019 annual meeting of stockholders, as discussed above in “Proposal 1: Election of Directors.”
Further, if, prior to the earlier of (i) the date that is 30 days prior to the expiration of the Company’s advance notice period for the nomination of directors at the 2020 annual meeting of stockholders and (ii) one year from the date of the Cooperation Agreement, Messrs. Hatkoff or Mikulich or the New Director resigns, refuses or is unable to serve or fulfill his or her duties as director, then, subject to certain conditions, each of the Company and Blackwells shall use its commercially reasonable efforts to mutually agree as soon as reasonably practicable on a replacement director who qualifies as independent and otherwise satisfies the Company’s corporate governance guidelines with respect to director nominations.
Independent Registered Public Accounting Firm
The Audit Committee of our Board of Directors has engaged Ernst & Young LLP (“EY”) as the Company’s independent registered public accounting firm for the year ending December 31, 2019.
A representative of EY will be present at the annual meeting, will have the opportunity to make a statement if they so desire and will be available to respond to appropriate questions.
Principal Auditor Fees and Services
Set forth below are the services rendered and related fees billed by EY for services rendered during the years ended December 31, 2018 and 2017:
Services 
2018 2017
Audit Fees (1)
$7,421,004
 $7,962,065
Audit-Related Fees (2)
807,258
 673,500
Tax Fees (3)
1,080,500
 863,521
All Other Fees (4)
3,582
 2,150
Total$9,312,344
 $9,501,236
(1)Fees for audit services for the fiscal years ended December 31, 2018 and 20172021 also include fees associated with the annual audits for such years, for both the Company and those audits required by statute or regulation, including the audit of the Company’s internal control over financial reporting, the quarterly review of the financial statements included in the Company’s quarterly reports on Form 10-Q, consultations with the Company’s management on technical accounting and regulatory issues and services provided for assistance with and review of other regulatory filings.
(2)Audit-related fees for the year ended December 31, 2018 are for transaction advisory services in connection with the Company’s potential acquisitions and for agreed-upon procedures related to the final calculation of contingent consideration associated with Colony Capital’s management internalization completed in 2015. Audit-related fees for the year ended December 31, 2017 are for services rendered for the audits of Colony Credit Real Estate, Inc. (NYSE: CLNC) and a select portfolio of the Company’s assets and liabilities, as well as for accounting consultations related to the combination of a select portfolio of the Company’s assets and liabilities with two other companies managed by the Company to create CLNC (the “Combination”). CLNC and the select portfolio of the Company’s assets and liabilities were consolidated subsidiaries of the Companyone former executive who was no longer employed as of December 31, 2017 prior2021. Name Position Executive Summary Leadership Transition and Digital Transformation In early 2019, our Board of Directors determined to transform the Company from a strategy focused on multiple real estate asset classes generating yield to a strategy focused on high growth digital communications and technology infrastructure. To execute on this transformative strategic shift, in July 2019, the Company acquired Digital Bridge Holdings, a leading investor in digital infrastructure, with the agreement that Digital Bridge’s CEO, Mr. Ganzi, would within a two-year period become CEO of the Company. The business plan envisioned that the Company would rotate its assets under management to become a pure play digital infrastructure company and commence an orderly disposition of its legacy assets and liabilities. Mr. Ganzi was appointed as CEO in July 2020 and has devoted his full attention toward effecting the Company’s digital transformation. Mr. Ganzi has led the Company through the pivot and correspondingly ignited the upward trajectory of the return of shareholder value envisioned in July 2019. Highlights from Mr. Ganzi’s tenure include the completion of the Company’s rotation to 100% digital profile; appointment of Mr. Wu as CFO in July 2020; increasing third party FEEUM to over $18.3 billion and total digital AUM to over $45 billion; generating net proceeds of over $1.2 billion in the disposition of the Company’s legacy assets; adding high quality digital infrastructure investments to the closingCompany’s balance sheet; and addressing balance sheet liabilities to provide over $1.1 billion of liquidity as of December 31, 2021. 2021 Business Highlights n Completed (i) the dispositions of our Hospitality and Other Equity & Debt (“OED”) portfolios, (ii) the internalization of BrightSpire Capital, Inc. and (iii) entered into an agreement to sell the Wellness infrastructure business, which closed in February 2022, marking the completion of the Combination.rotation of over $78 billion in assets under management (“AUM”) 36 | DIGITALBRIDGE 2022 PROXY STATEMENT Thomas J. Barrack, Jr.Former Executive Chairman Marc C. GanziChief Executive Officer Jacky WuExecutive Vice President, Chief Financial Officer and Treasurer Ronald M. SandersExecutive Vice President, Chief Legal Officer and Secretary Sonia KimManaging Director, Chief Accounting Officer

8229-2_8229-1_page_40.jpg
(3)Tax fees represent feesCOMPENSATION DISCUSSION AND ANALYSIS n Closed the largest ever dedicated digital infrastructure fund, Digital Bridge Partners II, LP (“DBP II”), our second flagship fund, at $8.3 billion, exceeding the original target by over 35% and expenses relatedraising the hard cap to accomodate investor interest n Completed DBP II fundraising in under 18 months, bringing total FEEUM to $18.3 billion, up over $5.5 billion from the prior year n Rapidly grew digital AUM by over 50% to $45 billion n Finished the year with $1.1 billion of liquidity between corporate cash-on-hand and the Company’s securitized financing facility n Stock price increased by 73% from December 31, 2020 to December 31, 2021 n Exceeded 2021 Guidance with strong growth in revenue and earnings. In 2021, consolidated revenues increased to $965.8 million (+132% Y/Y%), DBRG OP share of revenues increased to $272.2 million (+99% Y/Y%), and our DBRG OP share of Digital IM FRE and Digital Operating Adjusted EBITDA both increased over 100% to $71.3 million and $55.6 million, respectively 2021 Compensation Program Continued Evolution of CEO and NEO Pay Model With Marc C. Ganzi’s appointment as our company’s CEO in July 2020, our Compensation Committee engaged in a robust assessment of CEO pay models used among peers across the alternative asset management and REIT industries, which included consideration of feedback from stockholder engagement and recommendations from Semler Brossy, our independent compensation consultant. Following its assessment, our Compensation Committee adopted a structured CEO pay model for 2021, which was primarily driven by formulaic-based determinations of rigorous financial and non-financial goals. This model was subsequently adopted for all named executive officers and was used to determine compensation for 2021 performance. The features of the 2021 program noted above also will be continued in the 2022 program. Our Compensation Committee believes that the structured pay model will best align incentives of our named executive officers with the interests of our stockholders. Maintained Previous Compensation Program Improvements We undertook a shareholder engagement process after our 2020 annual meeting in response to our say-on-pay vote. Based in part on the feedback from these one-on-one conversations, the Compensation Committee approved meaningful changes to our compensation program, which we maintained for the 2021 compensation program, to focus our executives on long-term value creation as we pursue our digital evolution and further strengthen alignment with our stockholders, as follows: (1) increased the weighting of corporate financial metrics in the Company’s annual incentive plan from 60% to 75%, and decreased the weighting attributable to pre-established individual goals, objectives and performance targets from 40% to 25% established that 50% of all long-term incentive equity compensation, regardless of whether paid by the Company or Company-managed vehicles, will be performance-based increased the rigor of the performance hurdles in our total stockholder return (TSR) performance-based equity awards by increasing the minimum payout threshold from the 10th percentile to the review25th percentile, increasing the threshold for target payout from the 50th percentile to the 55th percentile, and assistance with the preparation of tax returns, tax consulting and structuring, and general federal, state and foreign tax consulting.
(4)Other fees represent the annual subscription fee to EY’s accounting research tool.capping payouts at target when absolute TSR is negative (2) (3) DIGITALBRIDGE 2022 PROXY STATEMENT | 37

All audit and audit-related services provided by EY in 2017 and 2018 were pre-approved by the Audit Committee, either pursuant to the Audit Committee’s Audit and Non-Audit Services Pre-Approval Policy or through a separate pre-approval by the Audit Committee.

8229-2_8229-1_page_41.jpgCOMPENSATION DISCUSSION AND ANALYSIS Continued Focus on ESG Key 2021 ESG Accomplishments: * References to portfolio companies herein excludes recently acquired companies and companies that we do not control. Stockholder Engagement Commitment 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 executive compensation. During 2021, in a stockholder outreach campaign led by John L. Steffens, the former Chairman of our Compensation Committee, we met virtually with nine of our 15 largest institutional investors (representing nearly 35% of our outstanding stock) to solicit feedback and better understand their individual concerns on our overall executive compensation program. Neither our CEO nor any other NEO participated in any of these meetings with investors. 38 | DIGITALBRIDGE 2022 PROXY STATEMENT Governancen Established and delivered training on nine foundational ESG practices for each portfolio company* n Introduced comprehensive portfolio company ESG reporting at the board level n 100% of portfolio companies have a professional dedicated to ESG management and reporting n Delivered annual training on ESG issues for all DigitalBridge professionals Climate Changen Pledged to achieve net zero greenhouse gas emissions by 2030 and formalized our plan for DigitalBridge and our portfolio companies n 3 portfolio companies on track to achieve carbon neutrality for their 2021 emissions Data Protection n Undertook a series of actions to meet the requirements of European Union (EU) General Data Protection Regulation Diversity, Equity andn Continued implementation of our four-pillar DEI Initiative to attract, retain and Inclusion reward talented people from all backgrounds n Provided training for DigitalBridge employees on unconscious bias and anti-oppressive communication n Mentored 20+ KIPP Students through the college application process n Increased our support of Sponsors for Educational Opportunity (SEO), which provides select educational and internship opportunities in the financial sector to college students from underrepresented backgrounds. This partnership helped increase the diversity of the first summer analyst program at DigitalBridge in 2021, with 80% of professionals belonging to groups traditionally underrepresented in finance Transparencyn Issued an ESG report containing disclosures based on the Sustainability Accounting Standards Board (SASB) Standards for Real Estate and Telecommunication Services Human Capital n Expanded the performance appraisal process to include peer feedback and reviews from other departments n Conducted interactive monthly wellness seminars on staying physically and mentally healthy while working remotely n Hosted virtual conversations regarding social justice and racial inequity, one of which was a roundtable discussion with Marc Ganzi, our CEO, and Nancy Curtin, Chairperson of the Board


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Pre-Approval Policies and Procedures
The Audit Committee’s policy is to review and pre-approve, either pursuant to the Audit Committee’s Audit and Non-Audit Services Pre-Approval Policy or through a separate pre-approval by the Audit Committee, any engagement of the Company’s independent auditor to provide any audit or permissible non-audit service to the Company. Pursuant to the Audit and Non-Audit Services Pre-Approval Policy, which will be reviewed and reassessed annually by the Audit Committee, a list of specific services within certain categories of services, including audit, audit-related, tax and other services, are specifically pre-approved for the upcoming or current fiscal year, subject to an aggregate maximum annual fee payable by the Company for each category of pre-approved services. Any service that is not included in the approved list of services must be separately pre-approved by the Audit Committee. In addition, all audit and permissible non-audit services in excess of the pre-approved fee level, whether or not included on the pre-approved list of services, must be separately pre-approved by the Audit Committee. The Audit Committee has delegated authority to its chairman to specifically pre-approve engagements for the performance of audit and permissible non-audit services, provided that the estimated cost for such services shall not exceed $250,000. The chairman must report all pre-approval decisions to the Audit Committee at its next scheduled meeting and provide a description of the terms of the engagement, including (1) the type of services covered by the engagement, (2) the dates the engagement is scheduled to commence and terminate, (3) the estimated fees payable by the Company pursuant to the engagement, (4) other material terms of the engagement, and (5) such other information as the Audit Committee may request.

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COMPENSATION DISCUSSION AND ANALYSIS
Executive Summary
This Compensation Discussion & Analysis section discusses the compensation of our named executive officers. References to “our named executive officers” in this section refer to our current executive officers, Thomas J. Barrack, Jr., our Executive Chairman and Chief Executive Officer, Darren J. Tangen, our President, Mark M. Hedstrom, our Chief Financial Officer, Chief Operating Officer and Treasurer, Kevin P. Traenkle, our Chief Investment Officer and Ronald M. Sanders, our Chief Legal Officer and Secretary and our former President and Chief Executive Officer, Richard B. Saltzman.
Operating Performance
For 2018, our Company met its core funds from operations (“Core FFO”) (as defined in “—Non-GAAP Financial Measures” below) targets and exceeded its fund raising objective, which are significant measurements in evaluating our business. Notwithstanding these accomplishments, our Company remains focused on tackling the various challenges in our business and, as a result, during 2018 and to date, realized notable achievements and made significant progress simplifying our business, stabilizing assets, refinancing and repaying debt and growing our investment management business, including:
raised $5.5 billion in third-party capital (including amounts related to affiliates)
completed an aggregate of $1.4 billion in gross asset value of asset monetizations in 2018 with net equity proceeds of $914 million
announced a corporate restructuring and reorganization plan which is expected to generate $50 to $55 million ($45 to $50 million on a cash basis) of annual compensation and administrative cost savings over the next 12 months of which approximately 50% of run-rate cost savings are currently in place
successfully listed Colony Credit Real Estate, Inc. (NYSE: CLNC), a commercial real estate credit REIT, creating a new permanent capital vehicle externally managed by the Company
refinanced over $550 million of investment-level debt, redeemed $200 million of preferred equity and repaid over $100 million of debt in our healthcare segment
repurchased 61.4 million of the Company’s common shares at an average price of $5.71 per share, or $351 million; the Company also redeemed all of the shares of its 8.5% Series D cumulative redeemable perpetual preferred stock during 2018 for $200 million
reached an agreement to terminate the Company’s management agreement with NorthStar Realty Europe Corp. (NYSE: NRE) upon the sale of NRE or the internalization of the management of NRE and in connection with such termination, NRE will make a termination payment to the Company of $70 million, minus any incentive fee paid to the Company through termination
in February 2019, we acquired a $1.2 billion industrial portfolio, part of which includes the initiation of a new bulk industrial strategy that is expected to be complementary to, and synergistic with, our existing $4 billion light industrial platform
in February 2019, Digital Colony, our co-sponsored fund with Digital Bridge Holdings, LLC, entered into a definitive agreement to acquire Cogeco Peer 1, a leading Canadian provider of colocation, network connectivity and managed services through its substantial fiber and data center assets, for a price of C$720 million
subsequent to year end 2018, entered into a definitive agreement to acquire the Abraaj Group’s private equity platform in Latin America
subsequent to year end 2018, funded $122 million for prior commitments in Strategic Other Equity and Debt investments and its share of the recently acquired bulk industrial portfolio

Pay-for-Performance Alignment
In structuring our executive compensation program, the Compensation Committee is focused on enhancing the alignment of interest between our management and our stockholders. With this focus, the Compensation Committee designed the structure of our executive compensation program to strengthen our pay-for-performance alignment, including:
adopting an annual incentive plan, which established objective corporate financial metrics for determining 60% of the annual cash bonus for executives
setting targets that were more heavily weighted towards equity over cash compensation, with long-term incentive equity compensation representing more than 50% of total target compensation

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beginning in 2018,
8229-2_8229-1_page_42.jpgCOMPENSATION DISCUSSION AND ANALYSIS Our Compensation Committee deeply values the continued interest of and feedback from our shareholders on our executive compensation program and is committed to maintaining an active dialogue with them to ensure their perspectives are thoughtfully taken into account. For a discussion of the feedback received and the actions we took in response, see “Stockholder Engagement & 2021 Say-on-Pay Vote” below. We anticipate another stockholder outreach campaign, led by Jon Fosheim, the current Chairman of our Compensation Committee, in 2022 to continue this dialogue. 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 in a way that allows us to attract and retain the best executive talent. Variable Pay Structure Linked to Financial Objectives Performance and Compensation Benchmarking Attract and Retain Industry Talent Our Executive Compensation Program Our executive compensation program is designed to strengthen the link between pay and performance. Annual Cash Bonus Approach Equity and Cash Weighting Long-Term Incentive DIGITALBRIDGE 2022 PROXY STATEMENT | 39 • Grants at least 50% of long-term incentive equity compensation granted by the Company is in the form of performance-based awards
In addition, variable pay, consisting of long-term incentive equity awards and annual cash bonus, constitutes the vast majority of our executive compensation (91% for our Chief Executive Officer in 2018). This allows the Compensation Committee to reward strong performance and penalize poor performance. As discussed above, to build even stronger pay for-performance alignment with our stockholders, beginning with equity compensation granted by us in 2018, 50% of long-term incentive equity awards granted by the Company are “at-risk” performance-based stock awards, the ultimate value of which depends on the Company’s total stockholder return relative to peer companies based on future performance. The following charts present the allocation of 2018 total pay among different components for our Chief Executive Officer individually and the weighted average of each component for our other named executive officers (other than Mr. Saltzman) as a group:

clnyproxy2019ceo1.jpg
______________
(1)Represents stock awards granted by the Company, CLNC and NRE in 2018. The stock awards granted by the Company consisted of 50% performance-based awards and 50% time-based awards.

Executive Compensation Outlook
As discussed above, our Compensation Committee designed the structure of our executive compensation program to strengthen our pay for performance alignment. For 2019, our Compensation Committee is committed to maintaining 2018’s enhanced pay for performance compensation framework and adopted the 2019 Annual Incentive Program for purposes of evaluating cash bonus compensation of executive officers. The 2019 Annual Incentive Program provides (i) a 60% weighting across two corporate financial metrics (including a company-wide measure of operating performance measuring core funds from operations, excluding net gains (“Core FFO ex-gains”) and a key strategic objective to raise new third party capital), and (ii) a 40% weighting to individual goals and objectives (based on pre-established individual performance targets applicable to the responsibilities of the relevant executive officer). 
The Compensation Committee also expects to continue to grant equity awards in the Company with 50% subject to performance-based vesting conditions. In addition, as was the case for 2018, the Company expects that our executive officers will continue to receive a portion of their long-term incentive equity awards from certain publicly-traded companies that the Company manages.
In addition, we recently experienced several changes to our executive management team. Effective November 5, 2018, Thomas J. Barrack, Jr., our Executive Chairman, was also appointed as our Chief Executive Officer, and Darren J. Tangen, our then Chief Financial Officer and Treasurer, was also appointed as our President. In addition, effective January 1, 2019, Mark M. Hedstrom was appointed as our Chief Financial Officer and Treasurer, in addition to his role as Chief Operating Officer. In connection with the foregoing appointments, on November 5, 2018, the Board and Richard B. Saltzman reached a mutual agreement in which Mr. Saltzman no longer serves as the Company’s President and Chief Executive Officer, and Mr. Saltzman resigned as a member of the Board effective November 6, 2018.  See “—Employment Agreements—Separation Agreement with Richard B. Saltzman.”
In setting compensation targets for 2019, the Compensation Committee reduced the aggregate incentive compensation target levels for our executive officers by 11% over the prior year.
2018 Compensation Decisions
The following tables present the total direct compensation (salary, cash bonus and long-term incentive equity awards) of our named executive officers, but not other items required by SEC rules to be reported in the Summary Compensation Table presented

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under “Executive Compensation and Other Information” below. Our current named executive officers and Mr. Saltzman were not executive officers of our predecessor, NorthStar Asset Management Group Inc. (NSAM), and, as a result, any equity awards paid to them by their former employer prior to January 10, 2017 (the closing of our merger with NSAM and NorthStar Realty Finance Corp., which we refer to as the “Merger”) are not reflected in the Summary Compensation Table. In addition, our named executive officers receive a portion of their long-term incentive equity awards from certain publicly-traded companies that we manage, which are not reflected in the Summary Compensation Table. Therefore, we believe that the below tables, which include equity awards paid to such named executive officers prior to the Merger or paid by managed companies, most accurately reflect the historical compensation of such named executive officers and are considered by the Compensation Committee in its decisions regarding executive compensation.
As illustrated by the below tables, the Company’s outperformance in third party capital raising as well as accelerated non-core asset monetizations and accretive common and preferred equity repurchases and redemptions in 2018 contributed to above-target achievement for the Company’s executive officers’ cash bonuses paid pursuant to the 2018 Annual Incentive Plan. In 2017, disappointing operating performance resulted in the cash bonuses paid to the Company’s named executive officers pursuant to the Company’s 2017 Annual Incentive Plan being 54% less than target and decreasing by nearly 48% in 2017 from 2016. As a result, 2017 total direct compensation decreased by 23% in 2017 from 2016. Excluding payments made to Mr. Saltzman in connection with his departure in November 2018, overall 2018 total direct compensation for the Company’s named executive officers decreased by nearly 7% for 2018 as compared to 2016.
In addition, beginning in 2018, 50% of long-term incentive equity awards granted by the Company are subject to performance-based vesting hurdles, with the remaining awards subject to time-based vesting conditions. By comparison, 100% of long-term incentive equity awards received by our named executive officers in 2017 and 2016 were granted subject to time-based vesting conditions.

Total NEO Direct Compensation
clnyproxy2019comp.jpg
______________
(1)For 2018, represents stock awards granted by the Company, CLNC and NRE. The stock awards granted by the Company consisted of 50% performance-based awards and 50% time-based awards. For 2017, represents stock awards granted in 2017 prior to the closing of the Merger by their former employer, which consisted of 100% time-based awards.

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  Salary Cash Bonus Earned
Executive 2018 2017 
2016(1)
 % Change from 2016 to 2018 2018 2017 
2016(1)
 % Change from 2016 to 2018
Thomas J. Barrack Jr. $1,000,000
 $1,000,000
 $1,000,000
 0.0 % $3,963,053
(2) 
$2,389,829
 $4,695,000
 -15.6 %
Darren J. Tangen $475,000
 $475,000
 $447,000
 6.3 % $2,346,600
 $885,788
 $1,525,875
 53.8 %
Mark M. Hedstrom $475,000
 $475,000
 $475,000
 0.0 % $1,479,414
 $768,552
 $1,402,631
 5.5 %
Kevin P. Traenkle $472,000
 $472,000
 $472,000
 0.0 % $1,944,041
 $1,009,632
 $1,848,656
 5.2 %
Ronald M. Sanders $432,000
 $432,000
 $432,000
 0.0 % $1,323,130
 $687,128
 $1,247,109
 6.1 %
Richard B. Saltzman $800,000
 $800,000
 $800,000
 0.0 % $—
(3) 
$1,423,727
 $2,817,000
 -100.0 %
                 
Total $3,654,000
 $3,654,000
 $3,626,000
 0.8 % $11,056,238
 $7,164,656
 $13,536,271
 -18.3 %
                 
  
Long-Term Incentive Equity Awards(4)
 Total Compensation
Executive 
2018(5)
 
2017(1)
 
2016(1)
 % Change from 2016 to 2018 2018 2017 
2016(1)
 % Change from 2016 to 2018
Thomas J. Barrack Jr. $3,733,208
 $3,500,000
 $3,500,000
 6.7 % $8,696,261
 $6,889,829
 $9,195,000
 -5.4 %
Darren J. Tangen $1,119,744
(6) 
$1,000,000
 $1,000,000
 12.0 % $3,941,344
 $2,360,788
 $2,972,875
 32.6 %
Mark M. Hedstrom $1,158,353
 $1,008,000
 $1,040,000
 11.4 % $3,112,767
 $2,251,552
 $2,917,631
 6.7 %
Kevin P. Traenkle $923,018
 $990,000
 $990,000
 -6.8 % $3,339,059
 $2,471,632
 $3,310,656
 0.9 %
Ronald M. Sanders $936,437
 $680,000
 $680,000
 37.7 % $2,691,567
 $1,799,128
 $2,359,109
 14.1 %
Richard B. Saltzman $2,793,899
 $2,800,000
 $2,800,000
 -0.2 % $3,593,899
 $5,023,727
 $6,417,000
 -44.0 %
                 
Total $10,664,659
 $9,978,000
 $10,010,000
 6.5 % $25,374,897
 $20,796,656
 $27,172,271
 -6.6 %
(1)Reflects amounts paid or granted prior to the Merger by their former employer.
(2)Reflects the agreement between the Compensation Committee and Mr. Barrack to pay $1 million of Mr. Barrack’s 2018 annual cash bonus compensation earned pursuant to the subjective component of the 2018 Annual Incentive Plan in the form of long-termperformance-based awards based on relative total shareholder return • Sets incentive targets more heavily weighted towards equity incentive equity awards. See “—Elements of Executive Officer Compensation and Benefits—Annual Cash Bonus—2018 Annual Incentive Plan Overview” below.
(3)Mr. Saltzman and the Board reachedover cash compensation • Utilizes a mutual agreement in which Mr. Saltzman no longer serves as the Company’s President and Chief Executive Officer, and Mr. Saltzman resigned as a member of the Board effective November 6, 2018. As a result, Mr. Saltzman did not receive aformulaic approach to determining annual cash bonus awards to executive officers involving objective corporate financial metrics (75%) and subjective elements (25%) relating to personal performance targets, as opposed to a fully discretionary approach 3 $ 2 1 • Benchmarks our performance and compensation against both REIT peers and alternative asset manager peers with consideration of company market capitalization and complexity as indicated by revenues, range of businesses and other factors to set target levels of compensation and determine the value and level of award opportunities • Focuses on creating variable pay structures, emphasizing long-term compensation directly related to our stock price, relative TSR and other strategic and financial objectives • Implements elements of compensation programs from both REITs and alternative asset managers, including base salaries, cash bonuses, equity awards and incentive fee allocations, in order for 2018. See “—Employment Agreements—Separation Agreement with Richard B. Saltzman,” “Executive Compensationus to remain competitive in the market for attracting and Other Information”retaining executive talent 3 2 $ 1

8229-2_8229-1_page_43.jpgCOMPENSATION DISCUSSION AND ANALYSIS Our executive compensation program consists of salary and the related compensation tables for information regarding our separation agreement with, and payments made to, Mr. Saltzman.
(4)Represents the dollar amount of grants approved by the Compensation Committee for 2018 and the compensation committee of their former employer for 2017 and 2016. Forcertain variable pay components, including annual cash bonus, long-term incentive equity awards, issued by their former employerand incentive fee allocations. COMPENSATION PRACTICES We believe that our executive compensation programs provide appropriate performance-based incentives to attract and retain leadership talent in 2016the highly competitive market in which we operate, to align management and 2017, 100% werestockholder interests and to continue to drive our long-term track record of superior returns to stockholders. The following are key features of our executive compensation programs: compensation opportunity. incentive awards are subject to time-based, vesting conditions. On average, 58%multi-year interest of long-term incentive equity awards received by our named executive officers in 2018 were granted by the Company (see Footnote 5 below), of which 50% were subject to performance-based vesting conditions and 50% were subject to time-based vesting conditions. Forwith our long-term incentive equity awards granted by the Company in 2019, 50%, or 976,562 restricted stock units, were subject to performance-based vesting conditions, with the remaining 50%, or 976,562 shares of Class A common stock subject to time-based vesting conditions.
(5)Represents long-term incentive equity awards for 2018 granted by the Company. In 2018, our named executive officers received equity awards granted by NRE and CLNC, in addition to those granted by the Company, as set forth in the table below. See “—Elements of Executive Officer Compensation and Benefits—Long-Term Incentive Equity Awards” below for additional information regarding the long-term incentive equity awards.

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  2018 Annual Long-Term Incentive Equity Awards
Executive Total Granted by CLNY, NRE and CLNC 
Granted by CLNY(a)
% of Total Granted by CLNY 
Granted by NRE(b)
% of Total Granted by NRE 
Granted by CLNC(c)
% of Total Granted by CLNC
Thomas J. Barrack Jr. $6,200,004
 $3,733,208
60.2% $299,073
4.8% $2,167,723
35.0%
Darren J. Tangen $1,859,624
 $1,119,744
60.2% $89,704
4.8% $650,176
35.0%
Mark M. Hedstrom $1,923,749
 $1,158,353
60.2% $92,797
4.8% $672,599
35.0%
Kevin P. Traenkle $2,230,200
 $923,018
41.4% $107,579
4.8% $1,199,603
53.8%
Ronald M. Sanders $1,555,201
 $936,437
60.2% $75,019
4.8% $543,745
35.0%
Richard B. Saltzman $4,640,003
 $2,793,899
60.2% $223,822
4.8% $1,622,282
35.0%
     
      
Total $18,408,781
 $10,664,659
58.0% $887,994
4.8% $6,856,128
37.2%
(a)50% of the awards granted by us were subject to performance-based vesting conditions and 50% were subject to time-based vesting conditions.
(b)40% of the awards granted by NRE were subject to performance-based vesting conditions and 60% were subject to time-based vesting conditions.
(c)100% of the awards granted by CLNC were subject to time-based vesting conditions.
(6)Excludes a $5 million one-time award granted55th percentile. capped at target when absolute TSR is negative. (1) Pursuant to Mr. Tangen byGanzi’s employment agreement, for the Company2021 performance year only, Mr. Ganzi was entitled to receive a minimum of $2,500,000 in March 2018, 50% of which was subject to time-based vestingtotal direct compensation (i.e., salary, cash bonus and the remaining 50% subject to performance-based vesting. See “—Elements of Executive Officer Compensation and Benefits—Long-Term Incentive Equity Awards” below.

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 superior returns to stockholders. The following are key features of our executive compensation programs:

long-term equity incentives). 40 | DIGITALBRIDGE 2022 PROXY STATEMENT What We DoWhat We Don’t Do
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Pay for performance - theperformance. The vast majority of total compensation is tied to performance (i.e., there are minimum incentive targets, but not guaranteed minimum payments)payments(1) and salaries comprise a relatively small portion of each executive’s overall Long-term alignment with stockholders. Our equity vesting schedules to enhance executive officer retention. Relative TSR Performance Alignment. We align the investors by designing our equity compensation opportunity.
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program to provide for future multi-year, performance-based equity awards based on relative total stockholder return performance with target set at Absolute TSR Performance Cap. Beginning in 2020, payouts of performance-based equity awards are Emphasis on Performance-Based Awards. 50% of all long-term incentive awards granted to executive officers are performance-based (regardless of the source of such award). Clawback Policy. We impose a clawback policy with respect to incentive payments. Stock Ownership Guidelines. We follow robust stock ownership guidelines for our executives and directors. Peer Benchmarking. We consider and benchmark peer companies in establishing executive compensation. Independent Compensation Consultant. An independent compensation consultant is retained by the Compensation Committee. What We Don’t Do No Tax Gross Ups. We do not provide tax gross-ups on compensation payments made in connection with a change of control.
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Create alignment with stockholders – our equity incentive awards are subject to time-based, multi-year vesting schedules to enhance executive officer retention.
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 No Guaranteed Bonuses. We do not provide guaranteed bonuses.
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We further aligned 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 that use relative total stockholder return as the main metric.
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 No Single Trigger Cash Severance. We do not provide for single trigger cash severance in connection with a change of control.
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Impose a clawback policy with respect to incentive payments.
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 No Dividends on Unearned Performance-Based Awards. We will not pay dividends or distributions on unearned equity awards subject to performance-based vesting.
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Follow robust stock ownership guidelines for our executives and directors.
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 No Hedging or Pledging. We do not allow hedging or pledging of Company securities.
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Consider and benchmark peer companies in establishing executive compensation.
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 No Executive Retirement Benefits. We do not provide executive officers with additional qualified or nonqualified retirement benefits.

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8229-2_8229-1_page_44.jpg		AnCOMPENSATION DISCUSSION AND ANALYSIS WE PAY FOR PERFORMANCE Variable pay, consisting of long-term incentive equity awards, annual cash bonus and, if any, incentive fee allocations, constitutes the vast majority of our executive compensation. This weighting towards variable pay allows the Compensation Committee to reward strong performance and penalize poor performance in both our business operations and our stock price. Our variable pay components contain structural elements from both REITs and alternative asset managers in recognition that the incentives of our executives need to be aligned with stockholders as well as our private fund investors. In light of the growth in our digital investment management business and the balance sheet investments that we have in our sponsored private funds, we believe creating strong alignment between our executives and our private fund investors through incentive fee allocations also serves to benefit our stockholders. While incentive fee allocations have historically not been a material component of our executive compensation program, we anticipate that such allocations may become a more significant element of executive compensation over the long term. For 2021, out of our current NEOs, only our Chief Executive Officer received incentive fee allocations, representing approximately 8% of his total direct compensation. To build even stronger 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 which depends on the Company’s total stockholder return relative to peer companies based on future performance. The following charts present the allocation of 2021 total direct compensation paid among the different components for our Chief Executive Officer individually, and the weighted average of each component for our other current named executive officers as a group: CEO Other Current NEOs incentive salary salary 15% fee 8% 8% cash bonus 34% 92% at Risk stock awards 43% 85% at Risk cash bonus 42% stock awards 50% Incentive Fee: 0% Process for Determining Compensation Awards During the first quarter of each fiscal year, the Compensation Committee determines base salaries, target annual cash bonuses and long-term incentive equity awards and adopts an annual incentive plan, which establishes a formulaic approach to determining the amount of target cash bonuses to be paid, for executive officers. During the fourth quarter of 2020, the Compensation Committee engaged Semler Brossy, a nationally recognized independent consulting firm, to undertake a comprehensive review of executive compensation, consultantour peer group, and relevant market data and to provide the Compensation Committee with an independent analysis and recommendations concerning executive compensation matters. Semler Brossy met with members of the Compensation Committee and management in separate meetings and calls regarding these matters. DIGITALBRIDGE 2022 PROXY STATEMENT | 41

8229-2_8229-1_page_45.jpgCOMPENSATION DISCUSSION AND ANALYSIS During this evaluation period, to establish a framework for executive compensation for 2021, the Compensation Committee and Semler Brossy discussed cash bonus and long-term incentive equity award plans, including carefully evaluating details of equity compensation plans within the Company’s peer group and other relevant company published survey data. With respect to long-term incentive equity award plans, the Compensation Committee incorporated performance-based vesting to improve and further enhance the Company’s compensation plans. 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, any stockholder vote on compensation and any other factors the Compensation Committee deems necessary or advisable in its discretion. With respect to our named executive officers the Compensation Committee determined 2021 base salaries, considered target annual cash bonuses and long-term incentive equity awards and adopted a 2021 Annual Incentive Plan. The 2021 Annual Incentive Plan combines both objective and subjective measures for evaluating cash bonus compensation of executive officers. In early 2022, the Compensation Committee made annual cash bonus determinations for our named executive officers under the 2021 Annual Incentive Plan and approved the 2022 executive compensation program, which maintained the meaningful changes implemented with the 2020 and 2021 executive compensation programs based on feedback from the Company’s stockholder outreach campaign. 2021/2022 EXECUTIVE COMPENSATION In connection with our digital transformation and in response to feedback from our stockholders, we implemented meaningful changes to our executive compensation program in order to emphasize long-term alignment of interests of our management with our stockholders, including the following: Corporate financial metrics focused on digital performance. The 2022 Annual Incentive Plan provides a 75% weighting across five corporate financial metrics: n Digital FEEUM Capital Raise (25%) n Digital IM Revenues (15%) n Digital Operating Revenues (10%) n Digital IM FRE (15%) n Digital Operating adjusted EBITDA (10%) For definitions of these corporate financial metrics, see “Other Information—Non-GAAP Financial Measures.” Unlike prior years’ programs, the 2022 Annual Incentive Plan will not involve legacy asset monetizations now that our digital transformation is retainedcomplete. By prioritizing these metrics in the 2022 Annual Incentive Plan, our management team will continue to be compensated for strong performance in the Company’s two operating segments. Higher performance thresholds for payout in relative TSR performance-based equity awards and increased portion of all equity awards granted to executives tied to performance-based vesting. Beginning in 2020, the Compensation Committee increased the rigor of the performance payout thresholds of relative TSR performance-based awards by raising the bar for minimum and target payouts to the 25th percentile and 55th percentile, respectively. Additionally, the Compensation Committee adopted a policy that caps payouts of performance-based equity awards at target when absolute TSR is negative. Further, beginning in 2020, the Compensation Committee determined that 50% of all equity awards, whether issued by the Company or a managed investment vehicle, would be subject to performance-based vesting criteria. 42 | DIGITALBRIDGE 2022 PROXY STATEMENT

8229-2_8229-1_page_46.jpgCOMPENSATION DISCUSSION AND ANALYSIS PEER BENCHMARKING Based on recommendations from Semler Brossy, we effectuated a re-balance of our peer group in 2021 to reflect our strategic focus on digital infrastructure and real estate as well as our company’s size in terms of revenue, assets, market capitalization and enterprise value. Our peer group for 2021 consisted of the following companies: Based on recommendations from Semler Brossy, we added American Tower, Crown Castle International, Iron Mountain, and Uniti Group and removed Healthpeak Properties, Inc., Kennedy-Wilson, QTS Realty Trust, Ventas and W.P. Carey for 2022. These changes effectuate a re-balance of our peer group 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 2022 consists of the following companies: 2021 Compensation Decisions Based upon its review of our corporate performance, as described above, and the individual performance of each named executive officer 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 named executive officer’s total recurring direct compensation for the 2021 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 2022 for the 2021 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 compensation items included in the All Other Compensation column of the Summary Compensation Table. DIGITALBRIDGE 2022 PROXY STATEMENT | 43 American Tower Apollo Global Management Ares Management Blackstone Group Carlyle Group Crown Castle International CyrusOne Digital Realty Trust Equinix Iron Mountain KKR & Co SBA Communications Switch Uniti Group Apollo Global Management Ares Management Blackstone Group Carlyle Group CyrusOne Digital Realty Trust Equinix Healthpeak Properties, Inc. Kennedy-Wilson KKR & Co QTS Realty Trust (prior to its acquisition) SBA Communications Switch Ventas W. P. Carey

8229-2_8229-1_page_47.jpgCOMPENSATION DISCUSSION AND ANALYSIS 2021 TOTAL RECURRING DIRECT COMPENSATION (NEOs) Long-Term Incentive Equity Awards(1) ($) % Change from 2020 to 2021 Annual Cash Bonus ($) Incentive Fee Allocations(2) ($) Total Direct Compensation ($) Salary ($) Executive (1) Represents the dollar amount of 2021 grants approved by the Compensation Committee.Committee in 2022, of which 50% were subject to performance-based vesting conditions and 50% were subject to time-based vesting conditions. Reflects incentive fee allocation payments that accrued in prior periods but were vested and paid in 2021. Excludes the CFO True-Up Award, which was granted in March 2021 in order to correct an administrative error in the issuance of the CFO Sign-On Award, which was granted concurrently with the commencement of Mr. Wu’s employment in March 2020. See “Elements of Compensation—Long-Term Equity Incentive Awards—CFO Sign-On Award/CFO True-Up Award.” Total includes total direct compensation paid to Mr. Barrack in 2021 consisting of $253,846 in salary, a reduction of 97.5% from Mr. Barrack’s 2020 total direct compensation. Effective April 1, 2021, Mr. Barrack ceased to serve as an officer of the Company and became a non-executive member of the Board. Mr. Barrack voluntarily resigned from the Board in July 2021. (2) (3) (4) Stockholder Engagement & 2021 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. 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 2021 annual meeting of stockholders, our stockholders voted on the say-on-pay advisory proposal to approve the compensation paid to our named executive officers. Of the votes cast, 96% were in favor of the say-on-pay proposal at our 2021 annual meeting, a substantial increase from our 2020 annual meeting. We believe this improvement is due in large part to the meaningful changes implemented in the Company’s executive compensation program beginning in 2020 and the enhanced transparency around certain compensation matters in the Company’s proxy statement following the feedback we received from our stockholder outreach campaigns in 2020 and 2021. We strongly considered the responses we received from stockholders in 2020 and 2021 in implementing our executive compensation program for 2022 and maintained the improvements we previously adopted. 44 | DIGITALBRIDGE 2022 PROXY STATEMENT Marc C. Ganzi1,200,000 4,844,052 7,266,096 1,114,839 14,424,9876.4% Jacky Wu600,000 1,206,889 1,500,000(3) —3,306,889 139.4% Ronald M. Sanders475,000 1,910,908 1,688,000 —4,073,908 -6.8% Sonia Kim350,000 281,607 315,000 —946,607 -6.4% Total 2,878,846 8,243,456 10,769,096 1,114,839 23,006,237(4) -24.2%

2018 Say-on-Pay Vote
At our 2018 annual meeting, a non-binding, advisory resolution approving the compensation paid to our named executive officers, as disclosed in our proxy statement for our 2018 annual meeting, including the Compensation Discussion and Analysis, compensation tables and narrative discussions, was approved by our stockholders, with 77% of the votes cast having been voted in

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favor of the proposal to approve such resolution. As required by SEC rules, the Compensation Discussion and Analysis in the proxy statement for our 2018 annual meeting included disclosure of compensation paid by our predecessor, NSAM, and therefore, the Compensation Committee generally did not consider this vote in determining compensation policies and decisions. The Compensation Committee continues to focus on structuring an executive compensation program with substantial and meaningful performance-based elements to maximize management and stockholder alignment.
Compensation Overview – General Philosophy and Objectives
The primary goal of our executive compensation program is to align the interests of our executive officers with those of our stockholders in a way that allows us to attract and retain the best executive talent. The Compensation Committee oversees the compensation of our executive officers, including setting base salaries, awarding bonuses and making equity awards to our executive officers. The Compensation Committee also oversees the Company’s equity plans. The Compensation Committee’s goals are to design a compensation program that rewards, among other things, favorable stockholder returns, share appreciation, the Company’s key operating objectives, our Company’s competitive position within the real estate and investment management industries and each executive officer’s long-term career contributions to our Company. Our compensation incentives that are designed to further these goals have taken and may take the form of annual cash compensation (including bonuses) and equity awards, and long-term cash and equity incentives for our executive officers.
For the first time, beginning in 2017, the Compensation Committee adopted a formulaic approach to determining annual cash bonus awards to executive officers involving objective corporate financial metrics and subjective elements relating to personal performance targets, as opposed to a fully discretionary approach. For a description of the 2018 Annual Incentive Plan established by the Compensation Committee for 2018 cash bonuses, see “—Elements of Executive Officer Compensation and Benefits—Annual Cash Bonus—2018 Annual Incentive Plan Overview” below.
In addition, the Compensation Committee determined that, beginning with awards granted in 2018, the equity compensation paid by the Company to our named executive officers would be subject to performance-based, as well as time-based, vesting conditions (see “—Elements of Executive Officer Compensation and Benefits—Long-Term Incentive Equity Awards” below).
Equity awards granted by the Company and cash bonuses are based on target levels, including, for cash bonuses, certain operating performance targets, established in the first quarter of the prior year by our Compensation Committee. In addition, the amount of equity awards granted by the Company is dependent on the amount of equity awards granted to our executive officers by certain publicly-traded companies managed by us, which currently include NRE and CLNC, as discussed below in “—Elements of Executive Officer Compensation and Benefits—Long-Term Incentive Equity Awards.” Further, our Compensation Committee may decide to make additional awards to current executive officers and awards to new executive officers in order to attract and retain talented professionals.
The employment agreements with each of our current executive officers also provide the Compensation Committee with a framework in establishing compensation governance, policies and procedures for the Company (see “—Employment Agreements” below).
Process for Determining Compensation Awards
The Compensation Committee determines base salaries, target annual cash bonuses and long-term incentive equity awards and adopts an annual incentive plan, which establishes a formulaic approach to determining the amount of target cash bonuses to be paid, for executive officers.
The Compensation Committee engaged Frederic W. Cook & Co. (“FW Cook”), a nationally recognized independent consulting firm, to undertake a review of executive compensation, our peer group, relevant market data and to provide the Compensation Committee with an independent analysis and recommendations concerning executive compensation. FW Cook met with members of the Compensation Committee and management in separate meetings and calls regarding these matters.
During this evaluation period, to establish a framework for executive compensation for 2018, the Compensation Committee and FW Cook discussed cash bonus and long-term incentive equity award plans, including carefully evaluating details of equity compensation plans within the Company’s peer group and other relevant company published survey data. With respect to long-term incentive equity award plans, the Compensation Committee incorporates performance-based vesting to improve and further enhance the Company’s compensation plans. In addition, the Compensation Committee considers 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, any stockholder vote on compensation and any other factors the Compensation Committee deems necessary or advisable in its discretion.
For purposes of guiding executive compensation, the Compensation Committee referred to the established company peer group for benchmarking purposes (see “—Peer Benchmarking” below).

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With respect to certain executive officers, including our named executive officers, the Compensation Committee determined 2018 base salaries, considered target annual cash bonuses and long-term incentive equity awards and adopted a 2018 Annual Incentive Plan. The 2018 Annual Incentive Plan combines both objective and subjective measures for evaluating cash bonus compensation of executive officers. The amount of annual cash bonuses to be paid to our named executive officers for 2018 was determined by the Compensation Committee in the first quarter 2019 based on the achievement of the pre-established goals incorporated into the 2018 Annual Incentive Plan.
For long-term incentive equity awards, the Compensation Committee believes that a portion of such grants should vest solely on time-based vesting conditions with the remaining portion subject to a combination of time-based vesting and performance-based vesting (measured against the peer group approved by the Compensation Committee and based on a sliding scale of the target award). For 2018, 50% of the long-term incentive equity awards granted by the Company were subject to time-based vesting with the remaining 50% subject to a combination of time-based and performance-based vesting based on the Company’s relative total shareholder return versus a comparative peer group.
In February 2019, the Compensation Committee reviewed the terms of the long-term incentive equity awards granted by the Company for 2018 subject to performance-based vesting, and determined that the terms of such awards were not granted in accordance with the Compensation Committee’s original intention. As a result, on February 15, 2019, the Compensation Committee approved the modification of the 2018 CLNY performance-based award to move the commencement date of the performance period from March 1, 2018 (which was the date the Company released its 2018 quarter and year-end earnings) to March 15, 2018 (the grant date) and to lower the potential maximum payout opportunity from 200% to 125%. See “—Elements of Colony Capital Executive Officer Compensation and Benefits—Long-Term Incentive Equity Awards” below. For the 2019 CLNY performance-based awards and going forward, the Compensation Committee expects the potential maximum payout opportunity to be 200%.
In early 2019, the Compensation Committee determined the 2019 executive compensation program, as highlighted above in “—Executive Summary—Executive Compensation Outlook.” In addition, in early 2019, the Compensation Committee determined to have the Company grant 2019 long-term incentive equity awards based on pre-established targets and discussions with management and FW Cook.
Peer Benchmarking
In order to structure an effective executive compensation program, the Compensation Committee believes it is important to review the reasonableness and relative competitiveness of our executive compensation as compared to those of peer companies. In connection with adopting our executive compensation program for 2018, based on recommendations made by FW Cook and input from management, the Compensation Committee maintained the group of peer companies as determined by the Compensation Committee in 2017, which consists of companies similarly situated to our Company in terms of industry, line of business, scope and scale and market value.
In selecting a peer group, FW Cook first focused on organization size as measured by financial metrics and industry/sector emphasis as determined by Global Industry Classification Standard (“GICS”) codes. The financial criteria to target peers generally ranged from one-third to three times of our Company’s revenue, assets, market capitalization and enterprise value. GICS codes were selected to reflect our Company’s internalized management structure, embedded investment management business and industry verticals (e.g., healthcare, hospitality and industrial). The peer companies selected by the Compensation Committee met at least three of the established criteria, with limited exceptions for companies with a high comparability of business lines and high levels of competition for capital and employee talent. The resulting peer group companies consisted of REITs and alternative asset managers.


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Our peer group for 2018 consisted of the following companies:

CompanyGICS Sub-Industry
Apollo Global ManagementAsset Management and Custody Banks
Ares ManagementAsset Management and Custody Banks
Blackstone GroupAsset Management and Custody Banks
Brookfield Asset ManagementAsset Management and Custody Banks
Carlyle GroupAsset Management and Custody Banks
CBRE GroupReal Estate Services
Duke RealtyIndustrial REIT
HCPHealthcare REIT
Hospitality Properties Trust(1)
Hotel and Resort REIT
Host Hotels & ResortsHotel and Resort REIT
Jones Lang LaSalleReal Estate Services
Kennedy-WilsonReal Estate Operating Companies
KKR & CoAsset Management and Custody Banks
Oaktree CapitalAsset Management and Custody Banks
PrologisIndustrial REIT
VentasHealthcare REIT
W. P. CareyDiversified REIT

8229-2_8229-1_page_48.jpg
(1)COMPENSATION DISCUSSION AND ANALYSIS What We Heard from Stockholders How Our Compensation Committee Responded Elements of Compensation The key elements of our executive compensation program are as follows: 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 January 2019, based on recommendations by FW Cook, Hospitality Properties Trust was removed fromdetermining base salaries, our Compensation Committee considers a number of factors, including, among other factors, 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. DIGITALBRIDGE 2022 PROXY STATEMENT | 45 ANNUAL BASE SALARY; ANNUAL CASH BONUS; LONG-TERM INCENTIVE EQUITY AWARDS; INCENTIVE FEE ALLOCATIONS; AND OTHER BENEFITS. n Peer group used for purposescompensation benchmarking should be updated to better reflect the Company’s digital transformation Re-balanced 2022 peer group to add digital-focused companies and eliminate peers in legacy businesses that the Company will no longer engage in For 2022 performance, 60% of benchmarking executivethe CEO’s bonus opportunity is in the form of long-term incentive equity, with 50% of such equity tied to performance-based vesting conditions related to relative TSR. In considering long-term incentive equity awards for 2022, the Compensation Committee reviewed and considered the Company’s historical and anticipated burn-rate and that its burn-rate is below ISS burn rate benchmarks for both Real Estate and Diversified Financial companies n Compensation should be more heavily weighted towards long-term equity in order to align compensation for 2019 duewith stockholder interests; however, equity compensation should be used efficiently, with consideration given to a lackdilution Presented enhanced disclosure in this Proxy Statement regarding incentive fee allocations n Enhance disclosure of compensation data as an externally managed REIT.
Elements of Executive Officer Compensation and Benefits
The following is a summary of the elements of the compensation program for our named executive officers. Our named executive officers’ total compensation is generally comprised of the following elements designed to complement each other:
annual base salary;
annual cash bonus;
long-term incentive equity awards;
incentive fee allocations; and
other benefits.
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, among other factors, 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.
Effective upon the closing of the Merger, we assumed, among others, the employment agreements entered into by each of Messrs. Barrack, Saltzman, Tangen, Traenkle and Sanders with their former employer (as had been previously approved by independent members of the board of directors of such former employer) to continue in their respective capacities on behalf of our Company. In January 2019, the Company also entered into an employment agreement with Mr. Hedstrom, on terms substantially consistent with our other named executive officers (other than our Executive Chairman and Chief Executive Officer) and as described below in “—Employment Agreements—Employment Agreements with Other Named Executive Officers.” Each employment agreement provides for minimum annual base salaries for the respective named executive officer, which the Compensation Committee may determine to increase at its discretion.
The base salary for each of the named executive officers for 2018 was the same as it was for 2017 and, other than for Mr. Tangen, was equal to the minimum base salary negotiated with that executive officer in his employment agreement. In January 2019, the Compensation Committee approved an increase in base salary for Messrs. Tangen, Hedstrom, Traenkle, and Sanders as noted

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below in recognition of the additional roles and responsibilities undertaken as well as to align such salaries with the peer group market median. The table below sets forth the base salaries of our named executive officers for the 2017 and 2018 years:
  Base Salary (1)  
Named Executive Officer 2017 2018 Percentage Change
(from 2017 to 2018)
Thomas J. Barrack, Jr. $1,000,000
 $1,000,000
 0%
Darren J. Tangen $475,000
 $475,000
 0%
Mark M. Hedstrom $475,000
 $475,000
 0%
Kevin P. Traenkle $472,000
 $472,000
 0%
Ronald M. Sanders $432,000
 $432,000
 0%
Richard B. Saltzman $800,000
 $800,000
 0%
(1)For 2019,incentive fee allocations Implemented the annual base salaries for all2022 Annual Incentive Plan with 75% (up from 60% prior to 2020) of our current executive officers (other than Mr. Barrack) were increased as follows: Mr. Tangen - $550,000, Mr. Hedstrom - $500,000, Mr. Traenkle - $500,000, Mr. Sanders - $450,000.
(2)In connection with Mr. Saltzman’s departure in November 2018, Mr. Saltzman did not receive his full year base salary in 2018.
Annual Cash Bonus
The annual bonus payment is designedpayout tied to corporate financial metrics and 25% (down from 40% prior to 2020) of payout tied to incentivize our executive officers at a variable level of compensation based on performance of both our Company and each individual. The Compensation Committee takes into account corporate goals, objectives and performance in determining the annual bonus payment.
Under their respective employment agreements, each of our named executive officers was eligible to receive a discretionary annual cash bonus for 2018. In March 2018, the Compensation Committee approved 2018 target cash bonuses that represented a 10% decrease from the 2017 target cash bonuses for such named executive officers. These approved targets, taken together with objective corporate financial metrics and subjective elements relating to personal performance targets described in the 2018 Annual Incentive Plan summary below, were the factors the Compensation Committee considered in determining the year-end cash bonus for all of our current executive officers, including our named executive officers (other than Mr. Saltzman), whose compensation is subject to the approval of the Compensation Committee.
2018 Annual Incentive Plan Overview
Under the 2018 Annual Incentive Plan, in order to determine the payout ratio of the previously approved target cash bonuses, the Compensation Committee applied (i) a 60% weighting across the following two corporate financial metrics: (a) Core FFO ex-gains (as defined below in “—Non-GAAP Financial Measures”), with a 45% weighting and (b) the amount of third-party capital raised, a key strategic objective for the Company, with a 15% weighting, and (ii) a 40% weighting to subjective elements, which were based on pre-established personal performance targets applicable to the responsibilities of the relevant executive officer.
The actual amount of our named executive officers’ 2018 annual cash bonuses under the 2018 Annual Incentive Plan was based on our achievement of the following performance goals based on Core FFO ex-gains of the Company, the amount of third party capital raised by the Company and its affiliates and individual goals and objectives:

PERFORMANCE AND PAY-OUT LEVEL(1)
CORE FFO EX-GAINS(2)
THIRD-PARTY CAPITAL RAISEINDIVIDUAL GOALS & OBJECTIVES
150%$0.70 per share or greater
$5.4 billion or greater

Varies by individual(3)
100%$0.64 per share or greater
$3.9 billion or greater

0%Less than $0.58 per share
Less than $2.4 billion

(1)Linear interpolation applies for performance between the levels set forth below.
(2)
For the year ended December 31, 2018.
(3)
Individual goals & objectives generallyn The 2020 meaningful changes made to the structure of the Annual Incentive Plan should be maintained Maintained for 2022 performance-based LTIP awards that (1) increased threshold for minimum payout from 10th percentile to 25th percentile; (2) increased target payout from 50th percentile to 55th percentile performance ranking; and (3) cap payouts at 100% of target when absolute TSR is negative n The 2020 meaningful changes made to increase the rigor of relative TSR goals should all be maintained

8229-2_8229-1_page_49.jpgCOMPENSATION DISCUSSION AND ANALYSIS The table below sets forth the base salaries of our named executive officers for the 2020 and 2021 years: Base Salary Percentage Change (from 2020 to 2021) 2020 ($) 2021 ($) Named Executive Officer ANNUAL CASH BONUS The annual bonus payment is designed to incentivize our executive officers at a variable level of compensation based on performance of both our Company and each individual. The Compensation Committee considers corporate goals, objectives and performance in determining the annual bonus payment. 2021 ANNUAL INCENTIVE PLAN OVERVIEW In March 2021, the Compensation Committee established the 2021 Annual Incentive Plan and approved 2021 target cash bonuses for our then-current named executive officers. The 2021 Annual Incentive Plan provided a 75% weighting across four corporate financial metrics: n Digital Capital Raise (25%) n Core Digital Revenues (12.5%) n Core Digital EBITDA/FRE (12.5%) n Legacy Asset Monetizations (25%) In addition, the 2021 Annual Incentive Plan provided a 25% weighting to individual goals and objectives (based on pre-established individual performance targets applicable to the responsibilities of the relevant executive officer). For 2021, the objective financial metric performance hurdles that our named executive officers were required to achieve were established in connection with the Company’s budgeted operations for 2021. The Compensation Committee believes that the corporate financial metric targets established in the 2021 Annual Incentive Plan were robust and rigorous targets at the time they were established. 46 | DIGITALBRIDGE 2022 PROXY STATEMENT Marc C. Ganzi1,060,000 1,200,000 13.2% Jacky Wu475,000 600,000 26.3% Ronald M. Sanders450,000 475,000 5.6% Sonia Kim315,000 350,000 11.1%

8229-2_8229-1_page_50.jpgCOMPENSATION DISCUSSION AND ANALYSIS For 2021, the individual goals component of the 2021 Annual Incentive Plan was based on specific, measurable goals and objectives, which varied by individual. These individual goals and objectives related to the following five areas of business focus for the Company during 2018 including, but not limited2021: (1) rotating AUM, (2) growing the investment management business, (3) developing our ESG program, (4) increasing net asset value and stock price and (5) establishing our new digital identity. For each of these areas of focus, the Compensation Committee considered the specific achievements of the targets and goals that were established, as set forth in the following table: Sale to Highgate by $67.5M with significant reduction of debt INVESTMENT $6B for DBP II, aiming and fund’s original hard cap of $7.8B DEVELOPING OUR ESG nContinue to lead on Net Zero 2030 initiative publicly launched ASSET VALUE AND Guidance in Revenue, Operating 2021 guidance DIGITALBRIDGE 2022 PROXY STATEMENT | 47 2021 Management Priorities Targets and Goals Achieved for 2021 1 ROTATING AUM nClose Lodging Portfolio Closed in March for gross proceeds of April 15, 2021 nFinalize divestment ofSale closed to Highgate/Aurora in February Wellness Infrastructure2022 for $3.2B (net equity value of $316M) through outright sale or a spin into a new public vehicle nFinalize divestment ofGenerated $184M from management BRSP managementinternalization and share sales; continue to contract, wind down ofown ~35 M shares (~$ 315 M at current position in BRSP~$9/share) shares nSell the OE&D Portfolio Closed sale of OE&D Portfolio to Fortress for to Fortress (or anothernet proceeds of $443M party) in a block trade 2 GROWING MANAGEMENT nOutperform targetedClosed at $8.3B, outperforming $6B target at $7.8 billion nExecute on robustVantage Towers, Centratama, Asia Space, pipeline for DBP II;Landmark Dividend, Boingo Wireless and close three new digitalVertical Bridge closed; Atlas Edge, PCCW and deals in Q1 2021 Superloop signed nDevelop and launchClosed ~$100M of credit deals and first new digital IM productsDigital Venture deal that can be utilized to seed new products 3 PROGRAM ESG and DEI: formallyduring Q4 2020 earnings call in February; launch DigitalBridgePublished 2020 ESG Report in June 2021 Net Zero 2030 initiative 4 INCREASING NET STOCK PRICE nExceed 2021 Exceeded Digital IM and achieved Digital EBITDA and Core FFO nAdd at least one moreEvaluated numerous new balance sheet optimization (e.g., acceleration of monetization of non-core assets, reducing leverage and upgrading credit profile), increasing organizational effectiveness (e.g., clarifying senior employee roles and responsibilities, and restoring market confidence), business simplification (e.g., reducing exposuredigital operatinginvestment opportunities during the year, company or asset to opportunistic and non-core investments and focusingbut did not close on healthcare and hospitality segments), creating new managed investment vehicles (e.g., shifting toany DBRG’s balance sheet light model), and enhancing operations (e.g., continuing to realize synergies, improving forecast and budget process and focusing on diversity initiatives).
For 2018, the objective financial metric performance hurdles that our named executive officers were required to achieve were established in connection with the Company’s budgeted operations for 2018. In addition, the 2018 third party capital raise target hurdle was approximately 44% higher than the amount of third party capital raised in 2017 to emphasize one of the Company’s key strategic objectives. While the results for the Core FFO ex-gains hurdle were minimally higher than the target performance level set


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forth at the beginning of 2018, the results for the third-party capital raise hurdle exceeded the target performance level set forth at the beginning of 2018 by approximately 28%.
For 2018, the individual goals component of the 2018 Annual Incentive Plan was based on specific, measurable goals and objectives, which varied by individual. These individual goals and objectives generally related to areas of business focus for the Company during 2018 including, but not limited to, balance sheet optimization (e.g., acceleration of monetization of non-core assets, reducing leverage and upgrading credit profile), increasing organizational effectiveness (e.g., clarifying senior employee roles and responsibilities, and restoring market confidence), business simplification (e.g., reducing exposure to opportunistic and non-core investments and focusing on healthcare and hospitality segments), creating new managed investment vehicles (e.g., shifting to balance sheet light model), and enhancing operations (e.g., continuing to realize synergies, improving forecast and budget process and focusing on diversity initiatives).
In addition, for 2018, the Compensation Committee and Mr. Barrack agreed to pay $1 million of Mr. Barrack’s cash bonus compensation earned pursuant to the subjective component of the 2018 Annual Incentive Plan in the form of long-term equity incentive equity awards, as described below. As a result, the average overall payout percentage of target cash bonuses pursuant to the 2018 Annual Incentive Plan for our executive officers was 108%.
In February 2019, the Compensation Committee determined the performance and payout levels that were achieved for our annual cash bonuses for 2018 based on available financial results for the corporate financial metrics component and based on recommendations by our Chief Executive Officer for the individual goals and objectives component. The following summarizes the performance and payout decisions made by the Compensation Committee for each of the performance goals established in the 2018 Annual Incentive Plan:
PERFORMANCE GOALWEIGHTINGSMINIMUM (25%)TARGET (100%)MAXIMUM (150%)ACTUAL PERFORMANCEPAYOUT PERCENTAGE OF TARGET
Core FFO Ex-Gains45.0%$0.58 per share$0.64 per share$0.70 per share$0.65108.3%
Third Party Capital Raise15.0%$2.4 billion$3.9 billion$5.4 billion$5.0 billion138.8%
Individual Goals & Objectives40.0%
Varies by individual (0 - 150%)(1)
107.6%(2)

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COMPENSATION DISCUSSION AND ANALYSIS nRe-Brand CLNY into a Successfully rebranded to DigitalBridge ESTABLISHING NEW In February 2022, the Compensation Committee determined the performance and payout levels that were achieved for our annual cash bonuses for 2021 based on available financial results for the corporate financial metrics component and based on the individual goals and objectives component described below. The following summarizes the performance and payout decisions made by the Compensation Committee for each of the performance goals established in the 2021 Annual Incentive Plan: Other NEO Payout Percentage of Target(1) CEO Payout Percentage of Target(1) Minimum ($) Target ($) Maximum ($) Actual ($) Performance Goal (1) Payout range under the 2021 Annual Incentive Plan was established at 0-350% for our Chief Executive Officer and 0-150% for each of our other named executive officers, with linear interpolation for performance between the minimum and maximum ranges set forth above. The Compensation Committee determined that the payout percentage of target for the individual goals & objectives component was 120%100% for each of our named executive officers. However,officers other than our Chief Executive Officer. (2) Based on these determinations, we paid the following amounts to our named executive officers as annual cash bonuses for Mr. Barrack,2021 based on the following overall payout percentage of the target opportunity for each of our named executive officers: 2021 Annual Cash Bonus ($) Name Payout Percentage of Target LONG-TERM INCENTIVE EQUITY AWARDS The Compensation Committee approved the individual goals & objectives componentfollowing long-term incentive equity award grants to our named executive officers for 2021. The actual number of shares or restricted stock units, as applicable, granted pursuant to each type of award was effectively 61%, based on the agreementdollar amount of the award divided by the closing price of our Class A common stock on the third trading day following the release of the Company’s earnings for the year ended December 31, 2020. 48 | DIGITALBRIDGE 2022 PROXY STATEMENT Marc C. Ganzi336.4%4,844,052 Jacky Wu134.1%1,206,889 Ronald M. Sanders134.1%1,910,908 Sonia Kim134.1%281,607 Digital Capital Raise3.7 billion4.7 billion5.7 billion6.8 billion150%350% Core Digital Revenues257 million 286 million 314 million 316 million150%350% Core Digital EBITDA/FRE109 million 121 million 133 million 127 million122.8%241% Legacy Asset Monetizations450 million 500 million 550 million 910 million150%350% Individual Goals & ObjectivesVaries by individual (0-150%)(2)100%350% 2021 Management Priorities Targets and Goals Achieved for 2021 5 DIGITAL IDENTITY forward-facing identity(NYSE: DBRG), effective June 22, 2021 that ties to pay $1our digital future nHold inaugural InvestorHeld successful inaugural Investor Day on Day and addJune 22nd; 3 research analysts initiated 2 research analysts

8229-2_8229-1_page_52.jpgCOMPENSATION DISCUSSION AND ANALYSIS % of DBRG Total Long-Term Incentive Equity Award DBRG Performance-Based Award ($) DBRG Total Long-Term Incentive Equity Award ($) DBRG Time-Based Award ($) Time-Based Performance-Based Name (1) Amount includes a $2.5 million of his cash bonus earned from the individual goals & objectives componentequity incentive award granted to Mr. Wu on August 9, 2021 in the form of long-term equity awards.
(2)Represents354,108 restricted shares of the averageCompany’s class A Common stock, which vest in three equal annual installments following the date of grant, subject to satisfaction of certain conditions related to the disposition of the Company’s Wellness Infrastructure segment and OED investments which were deemed satisfied in March 2022. Excludes the CFO True-Up Award described below. The DBRG time-based award for 2021 performance was issued in shares of our restricted Class A common stock and vests annually over a three-year period, subject to continued employment. The DBRG performance-based award for 2021 performance was issued in restricted stock units and has a three-year performance period (March 15, 2021 to March 14, 2024) with payout opportunity ranging from zero to 200% of the target value, depending on the relative total stockholder return performance of our company as compared to our peer group for 2021. Recipients of the 2021 DBRG performance-based award will not be entitled to receive dividends or dividend equivalents before performance-based vesting has occurred. As part of the meaningful changes to our 2020 executive compensation program, the Compensation Committee increased the rigor of the performance payout thresholds of relative TSR performance-based awards by raising the bar for minimum and target payouts to the 25th percentile and 55th percentile, respectively. For the 2021 DBRG performance-based award, these increased bars were continued, and the following table provides the scale which will be used to determine the payout percentage (if any) upon completion of the three-year performance cycle for such awards: Relative TSR Percentile for the Performance Cycle % of Target Restricted Stock Units Vested Further, the Compensation Committee determined that for performance-based awards beginning in 2020, payouts will be capped at 100% of target amongwhen absolute TSR is negative. 2019 PSU awards The performance-based award for 2019 was issued in restricted stock units and had a three-year performance period (March 15, 2019 to March 14, 2022) with payout opportunity ranging from zero to DIGITALBRIDGE 2022 PROXY STATEMENT | 49 Less than 25th percentile0% At or greater than 25th percentile, but less than 30th percentile50% At or greater than 30th percentile, but less than 40th percentile60% At or greater than 40th percentile, but less than 50th percentile80% At or greater than 50th percentile, but less than 55th percentile90% At or greater than 55th percentile, but less than 60th percentile100% At or greater than 60th percentile, but less than 70th percentile120% At or greater than 70th percentile, but less than 80th percentile140% At or greater than 80th percentile, but less than 90th percentile160% At or greater than 90th percentile, but less than 100th percentile180% At 100th percentile200% Marc C. Ganzi4,687,500 4,687,500 9,375,000 50%50% Jacky Wu(1)213,750 2,713,750 2,927,500 7%93% Ronald M. Sanders844,000 844,000 1,688,000 50%50% Sonia Kim211,764 111,764 323,529 65%35%

8229-2_8229-1_page_53.jpgCOMPENSATION DISCUSSION AND ANALYSIS 200% of the target value, depending on the relative TSR of the Company as compared to the Company’s peer group for 2019. Based on our TSR during the performance period relative to the peer group, our percentile rank was 38th and, as a result, our named executive officers (excludingfor 2019 earned 60% of the 2019 performance-based award, which amount was settled in shares of our Class A common stock on March 18, 2022 as follows: Mr. Saltzman)Sanders—60,660; Ms. Kim—7,203; and includingMr. Barrack—329,671. CFO sign-on award/CFO true-up award In connection with the agreement to pay $1 millioncommencement of Mr. Barrack’sWu’s employment with the Company in March 2020, the Company entered into an employment agreement with Mr. Wu effective as of March 23, 2020, regarding his role and responsibilities, including his anticipated future appointment as our Chief Financial Officer. See “Employment Agreements—Employment Agreement with Other Named Executive Officers” below. Pursuant to the employment agreement, and to align incentives with stockholders, Mr. Wu was granted the CFO Sign-On Award concurrently with the commencement of his employment, which had a dollar value of $1,200,000 and was subject to three-year cliff vesting conditions. In accordance with the Company’s general practices regarding sign-on award issuances, the actual number of shares issued pursuant to the CFO Sign-On Award should have been based on the Company’s closing price on March 20, 2020 (the last business day prior to the grant date); however, due to administrative error, the number of shares issued pursuant to the CFO Sign-On Award was based on the Company’s closing price on March 16, 2020. As a result, the CFO Sign-On Award had a grant date fair value of $858,883, which was nearly 30% lower than the value the Compensation Committee had intended to grant to Mr. Wu. In order to correct this administrative error and effectuate the Compensation Committee’s original intent for the CFO Sign-On Award, the Compensation Committee approved the issuance to Mr. Wu of 180,337 shares of Class A common stock (the “CFO True-Up Award”), which was granted on March 15, 2021, subject to the same cliff-based vesting conditions as the CFO Sign-On Award. The number of shares granted in the CFO True-Up Award was determined based on the number of shares Mr. Wu would have received if the CFO Sign-On Award had been properly issued in accordance with the Company’s general practices based on the Company’s closing price on March 20, 2020. On August 9, 2021, the Company amended the terms of the CFO Sign-On Award and the CFO True-Up Award to modify the three-year cliff vesting condition and provide that the shares will instead vest in three equal installments on August 15, 2021, March 23, 2022 and March 23, 2023. INCENTIVE FEE ALLOCATIONS The Company may earn incentive fees from its managed private funds, traded and non-traded REITs and investment companies. Incentive fees are determined based on the performance of the investment vehicles subject to the achievement of minimum return hurdles in accordance with the terms set out in the respective governing agreements. As these hurdles are negotiated with third-party investors who have an interest to set hurdles as high as possible, we believe the hurdles established are rigorous. In general, hurdle rates for incentive fee allocations are met when our third-party investors receive 7-9% annualized returns, after which we are entitled to receive 10-20% of profits. A portion of the incentive fees earned by the Company (generally 60-65%) is allocated to senior management, investment professionals and certain other employees of the Company. The incentive fee allocations awarded to our employees, including our executive officers, are generally subject to vesting over a three to four year period. Because the amount payable pursuant to the incentive fees is directly tied to the applicable vehicle’s performance, we believe that incentive fee allocations promote a strong alignment of interests between the investors in those funds and our named executive officers, and in turn, benefits our stockholders. In addition, most alternative asset managers, including several of our peers, use incentive fee allocations as a significant means of compensating and motivating their executives and investment professionals, and we believe that we must do the same in order to attract and retain the top talent. Further, incentive fee allocations are paid by our third-party investors and, as a result, such incentive fee allocations paid to our management team do not impact our general and administrative expense on a net basis. As we do not expect payments in respect of incentive fee allocations to be material in the near term, we do not solely use incentive fee allocations to compensate our executives and instead have focused on more 50 | DIGITALBRIDGE 2022 PROXY STATEMENT

8229-2_8229-1_page_54.jpgCOMPENSATION DISCUSSION AND ANALYSIS traditional REIT-based compensation structures (i.e., base salary, annual cash bonus earnedand long-term incentives). However, as the Company’s digital investment management business continues to grow, it is expected that incentive fee allocations from the individual goals & objectives componentdigital investment management business may become a more significant portion of executive compensation in the formfuture. Our Compensation Committee will continue to evaluate the structure and elements of long-term equity awards.

Based on these determinations, we paid the following amounts to our named executive officers as annual cash bonuses for 2018 based on the following overall payout percentage of the target opportunity for each of our named executive officers:
NAMEPAYOUT PERCENTAGE OF TARGET
 2018 ANNUAL CASH BONUS
Thomas J. Barrack, Jr.94%
(1) 

$3,963,053
Darren J. Tangen117% 
$2,346,600
Mark M. Hedstrom117% 
$1,479,414
Kevin P. Traenkle117% 
$1,944,041
Ronald M. Sanders117% 
$1,323,130
Richard B. Saltzman(2)
n/a
 n/a
(1)Reflectsour executive compensation program, including but not limited to the potential increase in incentive fee allocation payments over time. Individual incentive fee allocations to our executive officers are approved by the Compensation Committee and Mr. Barrack’s agreement to pay $1 million of his cash bonus earned from the individual goals & objectives component in the form of long-term equity awards.
(2)In connection with Mr. Saltzman’s departure in November 2018, Mr. Saltzman was not entitled to receive the annual cash bonus under the 2018 Annual Incentive Plan.
Long-Term Incentive Equity Awards
In connection with the Merger, we assumed the equity incentive plan of NSAM, which remains in effect as the Colony Capital, Inc. 2014 Omnibus Stock Incentive Plan (the “CLNY Equity Incentive Plan”). The CLNY Equity Incentive Plan permits the Company to grant options to purchase shares of common stock, stock awards (including restricted stock and stock units), stock appreciation rights, performance awards and annual incentive awards, dividend equivalent rights, long-term incentive units (“LTIP units”) in our Operating Company, cash and other equity-based awards. Certain named executive officers of the Company, along with other eligible employees, directors and service providers are eligible to receive awards under the CLNY Equity Incentive Plan. Our Compensation Committee may, from time to time, grant equity-based awards designed to align the interests of our personnel with those of our stockholders, by allowing such personnel to share in the creation of value for our stockholders through stock appreciation and

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dividends. These equity-based awards will, in part, vest based solely on time-based vesting conditions with the remaining portion subject to a combination of time-based and performance-based vesting conditions (measured against the peer group approved by the Compensation Committee and based on a sliding scale of the target award), each of which is designed to promote retention and to achieve strong performance for our Company. These awards further provide flexibility to us in our ability to attract, motivate and retain talented individuals providing services for the benefit of the Company.
The Compensation Committee approved the following long-term incentive equity award grants to our named executive officers for 2018. The actual number of shares or restricted stock units, as applicable, granted pursuant to each type of award was based on the dollar amount of the award divided by the closing price of our Class A common stock on the third business day following the release of the Company’s earnings for the year ended December 31, 2017.
  CLNY
Time-Based Award
($)
CLNY
Performance-Based Award
($)
CLNY
Total Long-Term Incentive Equity Award
($)

% of CLNY Total Long-Term Incentive Equity Award
NAME Time-Based
Performance-Based
Thomas J. Barrack, Jr. 1,866,604
1,866,604
3,733,208
50%50%
Darren J. Tangen(1)
 559,872
559,872
1,119,744
50%50%
Mark M. Hedstrom 579,176
579,177
1,158,353
50%50%
Kevin P. Traenkle 461,509
461,509
923,018
50%50%
Ronald M. Sanders 468,218
468,219
936,437
50%50%
Richard B. Saltzman 1,396,949
1,396,950
2,793,899
50%50%
(1)Amounts exclude a $5 million one-time award granted to Mr. Tangenbased on recommendations made by the Company in March 2018 in connection with his upcoming new role and increased responsibilities, 50% of whichmanagement. The investment fee allocation is subject to certain time-based vesting withconditions, which we believe fosters employment retention. Other than our Chief Executive Officer, our current NEOs did not receive any incentive fee allocation payments in 2021. Amounts paid to our named executive officers in respect of incentive fee allocations are disclosed in the remaining 50%“All Other Compensation” column in the Summary Compensation Table. We exclude accrued but unvested incentive allocation payments from the periods disclosed in the Summary Compensation Table in recognition that such amounts remain subject to performance-based vesting, eachforfeiture and are therefore not reflective of compensation paid or earned by the named executive officers during such periods. OTHER BENEFITS The Company provides a comprehensive benefits program to executives, including our named executive officers, which mirrors the program offered to our other employees. These benefits include, among other things, a 401(k) plan with matching contributions from the Company equal to 100% of the first 2% of employee contributions plus 50% of the next 3% of employee contributions and health and welfare benefits. Our named executive officers participate on the same terms as other employees under these plans. The Company may also provide, from time to time, certain perquisites to our named executive officers, including pursuant to the CLNY time-based awardsterms of their employment agreements (see “—Employment Agreements” below). Refer to “Compensation Tables and CLNY performance-based awards grantedRelated Narrative—Summary Compensation Table” below for 2018 performance.additional information. Compensation Risk Management The Compensation Committee oversees all of our executive compensation policies and practices. In structuring our executive compensation program, the Compensation Committee is focused on enhancing the alignment of interest between our executive management and our stockholders. We believe that any risks arising from our policies and practices are not reasonably likely to have a material adverse effect on us, including as a result of our clawback policy and stock ownership guidelines discussed below. CLAWBACK POLICY In August 2021, our Compensation Committee amended our clawback policy by expanding the scope of conduct by our employees which may result in clawbacks by the Company. With respect to compensation for our executive officers on or after January 10, 2017, the Compensation Committee may require the repayment or forfeiture of incentive payments to an executive officer on the basis of our performance in the event that (i) there may be a restatement of our financial statements filed with the SEC and a lower payment would have been made to the executive officer based upon the restated financial results, or (ii) it may be subsequently determined that the achievement of a performance goal (other than financial results covered in (i)) was not met or was only met at a level that would have resulted in a lower payment to the executive officer and such executive officer knowingly provided inaccurate information that caused the incorrect determination and was terminated for cause. Pursuant to this clawback policy, our Board may require the repayment or forfeiture of the amount by which any of the individual executive officer’s incentive payments received during the three-year period preceding either the publication of the restated financial statements or the determination that achievement was not met (or only met at a lower level), respectively, exceeded the DIGITALBRIDGE 2022 PROXY STATEMENT | 51
The CLNY time-based award for 2018 performance was issued in shares of our restricted Class A common stock and vests annually over a three-year period, subject to continued employment. The CLNY performance-based award for 2018 performance was issued in restricted stock units and has a three-year performance period (March 15, 2018 to March 14, 2021) with payout opportunity ranging from zero to 125% of the target value, depending on the relative total stockholder return performance of our company as compared to the following 17 peer companies:

8229-2_8229-1_page_55.jpg
Apollo Global ManagementHost Hotels & Resorts
Ares ManagementJones Lang LaSalle
Blackstone GroupKennedy-Wilson
Brookfield Asset ManagementKKR & Co
Carlyle GroupOaktree Capital
CBRE GroupPrologis
Duke RealtyVentas
HCPW. P. Carey
Hospitality Properties Trust
Recipients of the 2018 CLNY performance-based award will not be entitled to receive distributions or distribution equivalents before performance-based vesting has occurred. The restricted stock units issued as the 2018 CLNY performance-based award will convert into shares of our Class A common stock if and when earned. The 2018 CLNY performance-based award is generally conditioned on continued employment by the recipient.
In February 2019, the Compensation Committee reviewed the terms of the 2018 CLNY performance-based award, and determined that the terms of such awards were not granted in accordance with the Compensation Committee’s original intention. Specifically, the beginning stock price measurement period straddled the Company’s March 1, 2018 earnings release, which was a period of significant volatility in the Company’s stock price. The Compensation Committee’s intention had been to begin the measurement period such that the beginning measurement price reflected the Company’s stock price at or around the date of the award issuance on March 15, 2018. In connection with such determination, on February 15, 2019, the Compensation Committee approved the modification of the terms of all of such recipients’ corresponding performance award agreements to move the commencement of the performance period from March 1, 2018 (which was the date the Company released its 2018 quarter and year-end earnings) to the date that the award was granted (March 15, 2018), which occurred after the period of significant volatility in our stock price, and reduced the potential maximum shares issuable upon the final vesting of the award from 200% to 125%. With this modification, the

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Compensation Committee believes that it was able to correct an oversight in the documentation of these awards and comply with the framework it intends to use for the performance period commencement date for future performance-based equity awards. In making this modification, the Compensation Committee took into consideration that the impact of the modification to the fair value of such performance-based awards was minimal and believes that the award recipients were not gaining an economic benefit from this modification, as the award recipients may ultimately lose value with the modification by giving up a substantial portion of the maximum payout opportunity.
For 2019 CLNY performance-based awards and going forward, the Compensation Committee expects the potential maximum payout opportunity to be 200%.
Equity Awards Granted by Managed Companies
In addition to the long-term equity incentive awards granted by the Company, beginning in 2018, our named executive officers receive equity awards from our publicly-traded managed companies, which currently include CLNC and NRE. The CLNC and NRE equity awards are approved by CLNC’s and NRE’s respective compensation committees and granted directly by CLNC and NRE to each of our named executive officers. The amount of equity awards granted by publicly-traded managed companies are considered by the Compensation Committee in determining the amount of equity awards to be granted by the Company, such that the aggregate of all awards received by our named executive officers from the Company and publicly-traded managed companies are equal to the Compensation Committee’s final payout determinations based on its pre-established long-term equity incentive award targets.
The vesting conditions on equity awards granted by publicly-traded managed companies are determined by the compensation committee of the particular company. For 2018, the equity awards granted by CLNC were subject to time-based vesting conditions, and the equity awards granted by NRE consisted of 60% time-based awards and 40% performance-based awards. The CLNC and NRE time-based awards vest annually over a three-year period. For the NRE performance-based awards, 50% vest if and to the extent that NRE’s total shareholder returns over a three-year period (beginning March 1, 2018) exceeds specific hurdles (the “NRE Absolute TSR Performance-Based Award”) and the other 50% vest based on NRE’s relative total stockholder return performance over a three-year period (beginning March 1, 2018) as compared to the MSCI US REIT Index (the “NRE Relative TSR Performance-Based Award”), and in each case, with payout opportunity ranging from zero to 200% of the target value and subject to continuing employment. The actual number of shares or restricted stock units, as applicable, granted pursuant to each type of award was based on the dollar amount of the award divided by the closing stock price of CLNC and NRE, as the case may be, on March 5, 2018.
  NRE 2018 Equity-Based AwardsCLNC 2018 Equity-Based Awards ($)
  
NAME NRE
Time-Based Award
($)
NRE
ATSR Performance-Based Award
($)
NRE
Relative Performance-Based Award
($)
NRE
Total Equity-Based Award
($)

Total Managed Company 2018 Equity-Based Awards
($)

% of Total 2018 CLNY/NRE/CLNC Equity-Based Awards
Thomas J. Barrack, Jr. 179,443
59,815
59,815
299,073
2,167,723
2,466,796
40%
Darren J. Tangen 53,822
17,941
17,941
89,704
650,176
739,880
40%
Mark M. Hedstrom 55,679
18,559
18,559
92,797
672,599
765,396
40%
Kevin P. Traenkle 64,547
21,516
21,516
107,579
1,199,603
1,307,182
59%
Ronald M. Sanders 45,011
15,004
15,004
75,019
543,745
618,764
40%
Richard B. Saltzman 134,294
44,764
44,764
223,822
1,622,282
1,846,104
40%
Incentive Fee Allocations
The Company may earn incentive fees from its managed private funds, traded and non-traded REITs and investment companies. Incentive fees are determined based on the performance of the investment vehicles subject to the achievement of minimum return hurdles in accordance with the terms set out in the respective governing agreements. A portion of the incentive fees earned by the Company is allocated to senior management, investment professionals and certain other employees of the Company, generally at 50%, consistent with market terms. Because the amount payable pursuant to the incentive fees is directly tied to the applicable vehicle’s performance, we believe that incentive fee allocations promote a strong alignment of interests between the investors in those funds and our named executive officers, and in turn, benefits our stockholders. As the Company continues to focus on growth in its investment management business as a key strategic objective, it is expected that incentive fee allocations may become a more significant portion of executive compensation in the future. Individual incentive fee allocations to our executive officers are approved by the Compensation Committee and based on recommendations made by management. The investment fee allocation is subject to certain time-based vesting conditions. Amounts paid to our named executive officers in respect of incentive fee allocations are disclosed in the “All Other Compensation” column in the Summary Compensation Table.

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Other Benefits
The Company provides a comprehensive benefits program to executives, including our named executive officers, which mirrors the program offered to our other employees. These benefits include, among others things, a 401(k) plan with matching contributions from the Company equal to 100% of the first 2% of employee contributions plus 50% of the next 3% of employee contributions and health and welfare benefits. Our named executive officers participate on the same terms as other employees under these plans. The Company may also provide, from time to time, certain perquisites to our named executive officers, including pursuant to the terms of their employment agreements (see “—Employment Agreements” below). Refer to “Executive Compensation and Other Information—Compensation of Executive Officers—Summary Compensation Table” for additional information.
Colony Capital Clawback Policy
With respect to compensation for our executive officers following the Merger, the Compensation Committee adopted a clawback policy which may require the repayment or forfeiture of incentive payments to an executive officer on the basis of our performance in the event that (i) there may be a restatement of our financial statements filed with the SEC and a lower payment would have been made to the executive officer based upon the restated financial results, or (ii) it may be subsequently determined that the achievement of a performance goal (other than financial results covered in (i)) was not met or was only met at a level that would have resulted in a lower payment to the executive officer and such executive officer knowingly provided inaccurate information that caused the incorrect determination and was terminated for cause. Pursuant to this clawback policy, with respect to compensation payments made following the Merger, our Board may require the repayment or forfeiture of the amount by which any of the individual executive officer’s incentive payments received during the three-year period preceding either the publication of the restated financial statements or the determination that achievement was not met (or only met at a lower level), respectively, exceeded the lower payment that would have been made based on the restated financial statements or such determination.
Colony Capital Stock Ownership Guidelines
Our Compensation Committee adopted minimum equity ownership guidelines for our executive officers. Pursuant to these guidelines, such executive officers are expected to own an aggregate number of shares of common stock, restricted stock units of Colony Capital or common membership units in our Operating Company (“OP Units”) or LTIP units, whether vested or not, with an aggregate market value as follows:
COMPENSATION DISCUSSION AND ANALYSIS lower payment that would have been made based on the restated financial statements or such determination. In addition, the clawback policy provides that if the Board determines that an employee of the Company has engaged in conduct detrimental to the Company on or after August 4, 2021, whether or not in the scope of his or her employment with the Company, that does cause, or is reasonably likely to cause, significant reputational harm to the Company, the Compensation Committee may, in its discretion, (i) recover all or part of any equity-based incentive compensation made to such employee during the three year period prior to such determination, (ii) recover all or part of any distributions made to such employee during the three year period prior to such determination in respect of carried interest allocations, or (iii) revoke any carried interest allocations made to such employee during the three year period prior to such determination. STOCK OWNERSHIP GUIDELINES Our Compensation Committee adopted minimum equity ownership guidelines for our executive officers. Pursuant to these guidelines, such executive officers are expected to own an aggregate number of shares of common stock, restricted stock units of DigitalBridge or common membership units in our Operating Company (“OP Units”) or LTIP units, whether vested or not, with an aggregate market value as follows: Title
Guideline
For purposes of determining compliance with these guidelines, equity that remains subject to performance-based vesting conditions (i.e., vesting based on the satisfaction of criteria other than, or in addition to, continued employment) is not counted. Ownership includes shares or units owned: (a) by such person directly or indirectly through a broker or other nominee holder; (b) by such person’s immediate family members sharing such person’s household; (c) by trusts for the benefit of such person or such person’s immediate family members; (d) by entities controlled by such person and/or such person’s spouse and of which a majority of the equity interests are owned by such person or such person’s immediate family members; or (e) in such person’s 401(k) plan, individual retirement account or employee stock purchase or deferred compensation plan. Compliance with these guidelines is measured as of the end of each fiscal year and, for any executive officer who did not hold such position as of the date these guidelines were adopted, compliance will first be measured as of the end of the fifth full fiscal year following the year in which such officer was initially appointed to such position. All of our named executive officers were in compliance with the policy as of the December 31, 2021, or are on track to be by the first applicable measurement date. Employment Agreements The Company has employment agreements with Messrs. Ganzi, Jenkins, Wu, Sanders and Stewart and Ms. Kim, which set forth the terms and conditions of their roles with, and their oversight and management of the day-to-day business operations, of the Company. The employment agreements of Messrs. Jenkins and Stewart were amended and restated on March 28, 2022, in connection with their appointments as President and Chief Investment Officer and Chief Operating Officer, respectively. In addition, the Company amended and restated the employment agreement of Mr. Wu on March 28, 2022. Below is a summary of the terms of these employment agreements. In addition, on March 30, 2021, we entered into a separation and release agreement with Thomas J. Barrack, Jr. in connection with Mr. Barrack’s separation from the Company effective April 1, 2021. See “—Separation Agreement with Thomas J. Barrack, Jr.” below. Mr. Barrack resigned from the Board on July 22, 2021. 52 | DIGITALBRIDGE 2022 PROXY STATEMENT Chief Executive ChairmanOfficer and Vice Chairman   APresidentA multiple of 6X base salary in effect from time-to-time
Chief Executive Officer and President   A multiple of 6X base salary in effect from time-to-time
Chief Financial Officer   AOfficerA multiple of 4X base salary in effect from time-to-time
Chief Investment Officer   A multiple of 4X base salary in effect from time-to-time
Chief Operating Officer   A multiple of 4X base salary in effect from time-to-time
Other Executive Officers   AOfficersA multiple of 3X base salary in effect from time-to-time

For purposes of determining compliance with these guidelines, equity that remains subject to performance-based vesting conditions (i.e., vesting based on the satisfaction of criteria other than, or in addition to, continued employment) is not counted. Ownership includes shares or units owned: (a) by such person directly or indirectly through a broker or other nominee holder; (b) by such person’s immediate family members sharing such person’s household; (c) by trusts for the benefit of such person or such person’s immediate family members; (d) by entities controlled by such person and/or such person’s spouse and of which a majority of the equity interests are owned by such person or such person’s immediate family members; or (e) in a 401(k) plan, individual retirement account or employee stock purchase or deferred compensation plan.

8229-2_8229-1_page_56.jpgCOMPENSATION DISCUSSION AND ANALYSIS EMPLOYMENT AGREEMENT WITH MARC C. GANZI Mr. Ganzi’s employment agreement sets forth the terms and conditions of Mr. Ganzi’s service as our Chief Executive Officer. The agreement became effective on July 25, 2019 and has an initial term of five years following such date, subject to automatic renewals of additional successive one-year periods unless either party provides at least 180 days’ advance notice of non-renewal. The agreement provides that Mr. Ganzi will devote his full business time (other than vacation time, holidays, sick days and periods of disability) and attention to the performance of his duties to the Company, but will be permitted to engage in certain other outside activities, so long as those duties and activities do not unreasonably interfere with the performance of his duties to the Company under the agreement. In addition, the agreement provides that Mr. Ganzi’s principal place of business during the term of the agreement will be in Boca Raton, Florida; however, if Mr. Ganzi is required to engage in travel during the term of the agreement that results in him having to perform a significant portion of his duties at a location other than Boca Raton, Florida, and Mr. Ganzi determines to relocate his principal place of residence to a city in proximity to that other location, then the Company will pay for all reasonable relocation and return expenses that he incurs on a basis which is grossed up for taxes, with such payments subject to the approval of the Board, not to be unreasonably withheld. The agreement further provides that Mr. Ganzi will receive an annual base salary of not less than $1,060,000 and will be eligible to receive an annual cash bonus with a target amount of no less than $1,200,000, which will be based on achievement of specified performance measures as set forth in the agreement or as otherwise mutually agreed by Mr. Ganzi and the Board. In addition, Mr. Ganzi will also be eligible to receive annual grants of equity and equity-based awards with a target value initially set at $1,800,000, subject to annual review by the Board (or a committee thereof). In addition, at least 50% of such grants made by the Company will vest based on time-based vesting conditions in no more than three equal annual installments and up to 50% will vest subject to both time-based and performance-based vesting conditions over a vesting period no longer than three years. The portion of any such annual grant subject, in part, to performance-based vesting conditions will be structured to provide an additional opportunity to earn up to 200% of the target amount of such award in the event the performance thresholds established by the Board (or committee thereof) are met. The employment agreement also provides that, for the 2021 performance year, Mr. Ganzi’s annual gross compensation (i.e., base salary, cash bonus and equity and equity-based awards) shall be no less than $2,500,000. In addition, Mr. Ganzi will receive allocations in respect of carried interests in respect of funds managed by the Company as follows: (1) for any carried interest allocated during the term of Mr. Ganzi’s employment with respect to a successor fund to Digital Colony Partners or other fund related to digital infrastructure (the “DBP Funds”), Mr. Ganzi will be allocated 15% of the carried interest earned from such funds, and (2) for any carried interest allocated during the term of Mr. Ganzi’s employment as the Company’s Chief Executive Officer with respect to any fund or similar vehicle managed by the Company (other than the DBP Funds, the Company’s fifth distressed credit fund and any product that has completed raising capital prior to July 1, 2020), Mr. Ganzi will be allocated 10% of the carried interest earned from such funds. A product will be considered to have completed raising capital even if, after July 1, 2020, such product raises capital for follow-on investments. Mr. Ganzi will also be eligible to participate in our benefit plans made available to our senior executive officers from time to time and to receive reimbursement for certain dues and other business expenses, each as described in the employment agreement. The employment agreement provides that, if Mr. Ganzi’s employment is terminated by the Company without “cause” (as defined in the employment agreement and including non-renewal of the agreement by the Company) or by Mr. Ganzi for “good reason” (as defined in the employment agreement and described below), and Mr. Ganzi executes, and does not revoke, a general release of claims, he will be eligible to receive (i) a lump sum cash payment equal to three times the sum of his base salary and average annual bonus with respect to the three prior calendar years (or, if any such termination of employment occurs prior to Mr. Ganzi receiving his annual bonus in respect of calendar year 2022, then his target annual bonus that DIGITALBRIDGE 2022 PROXY STATEMENT | 53

Compliance with these guidelines is measured as of the end of each fiscal year and, for any executive officer who did not hold such position as of the date these guidelines were adopted, compliance will first be measured as of the end of the fifth full fiscal year following the year in which such officer was initially appointed to such position.

8229-2_8229-1_page_57.jpgCOMPENSATION DISCUSSION AND ANALYSIS is then in effect), (ii) a lump sum cash payment equal to the annual bonus payable in respect of the year prior to the year of termination, if unpaid as of the date of termination, (iii) a pro-rated target bonus for the year of termination, (iv) continued medical, dental and vision benefits at active employee rates for 24 months following termination, (v) the continuation of certain benefits for 24 months following termination, and (vi) full vesting of all equity and equity-based awards of the Company, carried interests and other like compensation that he holds, to the extent unvested immediately prior to the date of termination. In addition, for 18 months following the date of such termination, Mr. Ganzi will receive continued use of his office and the services of a personal assistant, in each case, commensurate with those provided prior to the date of termination. The employment agreement also provides that if Mr. Ganzi provides notice to the Company of his intention not to renew the agreement upon the scheduled expiration of the initial term or any renewal term, then he will receive (i) a lump sum cash payment equal to the annual bonus payable in respect of the year prior to the year of termination, if unpaid as of the date of termination and (ii) a pro-rated target bonus for the year of termination. In addition, the employment agreement provides for full vesting of all of Mr. Ganzi’s equity and equity-based awards of the Company (other than as specified in the terms of the Sign-On Award (as defined below)), carried interests and other like compensation that he holds, to the extent unvested upon a change in control (as such term is defined in the Company’s 2014 Omnibus Stock Incentive Plan). For purposes of the employment agreement, “good reason” means, in summary, (i) a material diminution in Mr. Ganzi’s duties, authority or responsibilities or a diminution in his title (including (A) modifying Mr. Ganzi’s title and (B) after July 1, 2020, failing to nominate or maintain Mr. Ganzi as a member of the Board) or causing Mr. Ganzi to no longer report to the Board, (ii) a reduction in Mr. Ganzi’s base salary, target annual cash bonus or target annual equity incentive grant as set forth in the employment agreement, (iii) a 25-mile relocation of Mr. Ganzi’s principal place of business from Boca Raton, Florida or, if Mr. Ganzi agrees in writing to establish another location as his principal place of business, such other location, or (iv) a material breach of the agreement by the Company (including, without limitation, failure to timely pay or award Mr. Ganzi’s base salary, target annual cash bonus or target annual equity incentive grant) or any other material agreement between Mr. Ganzi and the Company. In the event of termination due to death or disability, Mr. Ganzi will receive (i) a lump sum cash payment equal to the annual bonus payable in respect of the year prior to the year of termination, if unpaid as of the date of termination, (ii) a pro-rated target bonus for the year of termination, (iii) full vesting of all equity-based awards of the company (other than as specified in the terms of the Sign-On Award), carried interests and other like compensation that such executive holds, to the extent unvested upon such termination. If any payments to be made to Mr. Ganzi, whether under the employment agreement or otherwise, would subject Mr. Ganzi to the excise tax on so-called “golden parachute payments” in accordance with Sections 280G or 4999 of the Internal Revenue Code of 1986, as amended (the “Code”), then the payments will be reduced to the extent necessary to avoid the excise tax, but only if the amount of the payments after such reduction would result in Mr. Ganzi receiving a greater net after-tax benefit than if all of the payments were provided and the excise tax were imposed. The employment agreement, through a restrictive covenant agreement which was amended and restated on July 17, 2020, also provides that Mr. Ganzi will not, subject to certain listed exceptions for permitted and personal activities, compete with the Company, or solicit the Company’s investors or customers or employees or those of the Company’s subsidiaries during his employment with the Company and, unless his employment is terminated by the Company without cause (as defined in the agreement), by Mr. Ganzi for “good reason” (as defined in the agreement and described above), or by the Company or Mr. Ganzi following a change in control (as such term is defined in the Company’s equity incentive plan), for the two-year period following the termination of his employment with the Company. The restrictive covenant agreement also 54 | DIGITALBRIDGE 2022 PROXY STATEMENT

Employment Agreements

8229-2_8229-1_page_58.jpgCOMPENSATION DISCUSSION AND ANALYSIS contains covenants relating to the treatment of confidential information and intellectual property matters and restrictions on the ability of Mr. Ganzi and the Company to disparage the other. In addition, in connection with entering into the employment agreement, the Company granted Mr. Ganzi a sign-on performance-based equity grant (the “Sign-On Award”) in the amount of 10,000,000 long-term incentive units in DigitalBridge Operating Company, LLC (“LTIP Units”). The LTIP Units will vest if the closing price of shares of the Company’s Class A common stock, par value $0.01 (the “Class A common stock”) is at or above $10.00 during regular trading on the New York Stock Exchange over any 90 consecutive trading days during the five-year period beginning on July 25, 2019. The Sign-On Award is generally conditioned on Mr. Ganzi’s continued employment until the performance-based condition is satisfied. EMPLOYMENT AGREEMENTS WITH OTHER NAMED EXECUTIVE OFFICERS These employment agreements provided for an initial term of three years for Mr. Jenkins and Mr. Sanders, which began on March 28, 2022 and April 2, 2015, respectively, two years for Mr. Stewart, which began on March 28, 2022, and one year for Mr. Wu and Ms. Kim, which began on March 28, 2022 and January 1, 2021, respectively, with each initial term subject to automatic renewals of additional successive one-year periods unless either party provides at least 180 days’ advance notice of non-renewal. Each agreement requires that the executive will devote his or her full business time and attention to the performance of his or her duties to us, but will be permitted to engage in certain other outside activities so long as such activities do not unreasonably interfere with the performance of the executive’s duties to us. The agreements provide for the payment of a specified base salary to each executive, which is equal to no less than $700,000 for Mr. Jenkins, $650,000 for Mr. Wu, $432,000 for Mr. Sanders, $600,000 for Mr. Stewart and $350,000 for Ms. Kim. In March 2021, the Compensation Committee approved an increase in the base salary for Mr. Sanders from the amounts stated in his employment agreement to $475,000 for Mr. Sanders to align his salary with the then-current peer group market median. The agreements also provide that each executive will be eligible to receive an annual cash bonus with a target amount initially set at $700,000 for Mr. Jenkins, $900,000 for Mr. Wu, $1,062,500 for Mr. Sanders, $700,000 for Mr. Stewart and $210,000 for Ms. Kim and annual grants of equity-based awards with a target value initially set at $1,600,000 for Mr. Jenkins, $2,000,000 for Mr. Wu, $680,000 for Mr. Sanders, $1,600,000 for Mr. Stewart and $315,000 for Ms. Kim with such amounts subject to annual review by the Board (or a committee thereof). Each executive will be eligible to be granted new allocations in respect of carried interests in respect of funds managed by us as is determined by the Board (or a committee thereof) from time to time in consultation with the applicable executive. In addition, Mr. Jenkins will be allocated a 27.5% interest in the management incentive equity plan (the “MIP”) for the joint venture between the Company and Wafra during his employment term and will be allocated specified carried interest allocations ranging from 3.5% to 9% for DBP II and certain other funds, and Mr. Sanders will continue to receive allocations in respect of carried interests in respect of funds managed by us that were granted to him prior to the effective date of his employment agreement. The executives will be eligible to participate in certain of our benefit plans made available to our senior executive officers from time to time. The agreements provide that if the executive’s employment is terminated by us without “cause” (as defined in the agreements and including non-renewal of the employment agreements by us) or by the executive for “good reason” (as defined in the agreement and described below), and the executive executes a release of claims, such executive will be eligible to receive (i) a lump sum cash payment equal to two times (or, in the case of Mr. Wu prior to the amendment to his agreement and Ms. Kim, one times) the sum of base salary and average annual bonus with respect to the three prior calendar years (or target bonus then in effect for such executive in the case of a termination of employment of Mr. Jenkins that occurs prior to payment of his DIGITALBRIDGE 2022 PROXY STATEMENT | 55

The Company has employment agreements with Messrs. Barrack, Tangen, Hedstrom, Traenkle and Sanders, which set forth the terms and conditions of their roles with, and their oversight and management of the day-to-day business operations, of the Company. Other than Mr. Hedstrom’s employment agreement which was entered into in January 2019, each of these agreements was assumed by the Company in connection with the Merger. Below is a summary of the terms of these employment agreements.

8229-2_8229-1_page_59.jpgCOMPENSATION DISCUSSION AND ANALYSIS annual bonus in respect of calendar year 2022 or a termination of employment of Mr. Wu or Mr. Stewart that occurs prior to payment of his respective annual bonus in calendar year 2023), (ii) a lump sum cash payment equal to the annual bonus payable in respect of the year prior to the year of termination, if unpaid as of the date of termination, (iii) a pro-rated target bonus for the year of termination, (iv) full vesting of all equity-based awards of the company, carried interests and other like compensation that such executive holds, to the extent unvested upon such termination, and (v) for Messrs. Jenkins and Sanders and Ms. Kim, continued medical, dental and vision benefits at active employee rates for 24 months following termination. The agreements provide that if an executive provides notice to us of his or her intention not to renew the agreement upon the scheduled expiration of the initial term or any renewal term, then such executive will receive (i) a lump sum cash payment in respect of the annual bonus payable in respect of the year prior to the year of termination, if unpaid as of the date of termination, and (ii) a pro-rated target bonus for the year of termination. Upon a change in control (as such term is defined in the Company’s 2014 Omnibus Stock Incentive Plan), Mr. Jenkins’ employment agreement provides for full vesting of all of Mr. Jenkins’ equity and equity-based awards of the Company, carried interests and other like compensation that he holds, to the extent unvested. For purposes of the agreements, “good reason” includes, in summary, (i) a material diminution in the executive’s duties, authority or responsibilities or a diminution in the executive’s title or position, (ii) a requirement that the executive report to any person other than the Company’s Chief Executive Officer, for Messrs. Jenkins, Wu and Stewart, the Company’s Chief Executive Officer or Executive Chairman (which position was eliminated in April 2021), for Mr. Sanders, and the Company’s Chief Executive Officer or Chief Financial Officer for Ms. Kim, (iii) a reduction in the executive’s base salary, target annual cash bonus or target annual equity incentive grant then in effect, (iv) a 25-mile relocation of the executive’s principal place of business, or (v) a material breach of the agreement by us or a material breach of any other material agreement with the executive by us. In the event of termination due to death or disability, the executive will receive (i) a lump sum cash payment equal to the annual bonus payable in respect of the year prior to the year of termination, if unpaid as of the date of termination, (ii) a pro-rated target bonus for the year of termination, (iii) full vesting of all equity-based awards of the company, carried interests and other like compensation that such executive holds, to the extent unvested upon such termination. The agreements include a provision providing that if any payments to be made to the executive, whether under the agreement or otherwise, would subject the executive to the excise tax on so-called “golden parachute payments” in accordance with Sections 280G or 4999 of the Code, then the payments will be reduced to the extent necessary to avoid the excise tax, but only if the amount of the payments after such reduction would result in the executive receiving a greater net after-tax benefit than if all of the payments were provided and the excise tax were imposed. In addition, the agreements, through a restrictive covenant agreement that is included as an exhibit to the agreements, provide that the executives will not, subject to certain exceptions, compete with us, or solicit our investors or customers or employees or those of our subsidiaries during their employment with us and for the one-year period following the termination of their employment with us unless their employment is terminated by us without cause (as defined in the agreement and including non-renewal of the employment agreement by us) or by the executive for “good reason” (as defined in the agreement and described above). The agreements contain covenants relating to the treatment of confidential information and intellectual property matters and restrictions on the ability of the executives and us to disparage the other. SEPARATION AGREEMENT WITH THOMAS J. BARRACK, JR. Mr. Barrack’s employment agreement set forth the terms and conditions of Mr. Barrack’s service as our Executive Chairman. On March 30, 2021, the Company entered into a Separation and Release Agreement with Mr. Barrack, pursuant to which effective as of April 1, 2021 (the “Separation Date”), the position of 56 | DIGITALBRIDGE 2022 PROXY STATEMENT


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8229-2_8229-1_page_60.jpgCOMPENSATION DISCUSSION AND ANALYSIS Executive Chairman was eliminated, and Mr. Barrack ceased to serve as an officer of the Company and became a non-executive member of the Board. Concurrently, on March 30, 2021, an affiliate of the Company, entered into certain other agreements with Mr. Barrack. See “Certain Relationships and Related Transactions-Employment Agreements and Separation Agreements” for additional information. The Separation Agreement, provides for the following benefits and payments to Mr. Barrack: (i) a lump sum cash payment equal to $21,411,978, (ii) a pro-rated target bonus for the year of termination, (iii) continued medical, dental and vision benefits at active employee rates for Mr. Barrack and his eligible dependents for the remainder of Mr. Barrack’s life, and (iv) full vesting of all equity-based awards of the Company, carried interests and other like compensation that he held to the extent unvested on the Separation Date. The separation agreement also provides that, at such time as Mr. Barrack is no longer a member of the Board, Mr. Barrack shall be the Chairman Emeritus of the Company, with compensation for such position to be consistent with the compensation of the Company’s independent directors. Pursuant to the separation agreement, Mr. Barrack received certain payments as described under “Compensation Discussion and Analysis—Potential Payments on Termination or Change of Control,” and the shares of the Company’s Class A common stock issued in lieu of Mr. Barrack’s 2019 cash bonus were released from any remaining lock-up restrictions. On July 22, 2021, Mr. Barrack voluntarily resigned from the Board. Compensation Tables and Related Narrative Summary Compensation Table of Contents


In connection with Mr. Barrack’s appointment in November 2018 as our Chief Executive Officer (in addition to his role as Executive Chairman), the Company entered into a second amendment to its employment agreement with Mr. Barrack effective as of March 1, 2019, primarily to reflect his additional role and responsibilities. Mr. Barrack’s employment agreement, as well as the second amendment, is described below under “—Employment Agreement with Thomas J. Barrack, Jr.” In addition, in connection with entering into the second amendment, the Company granted Mr. Barrack a one-time equity grant in the amount of $7.0 million subject to both time- and performance-based vesting conditions over a three year period. The one-time equity grant provides the opportunity to earn up to 100% of the target amount of such award if and upon vesting at the end of the three year period.
In addition, on December 18, 2018, we entered into a Separation Agreement and Release of Claims (the “Separation Agreement”) with Richard B. Saltzman in connection with Mr. Saltzman no longer serving as the Company’s President and Chief Executive Officer effective November 5, 2018 or as a member of our Board. See “—Separation Agreement with Richard B. Saltzman” below.
Employment Agreement with Thomas J. Barrack, Jr.
Mr. Barrack’s employment agreement sets forth the terms and conditions of Mr. Barrack’s service as our Executive Chairman and Chief Executive Officer. The agreement initially became effective on April 2, 2015 and had an initial term of five years following such date, subject to automatic renewals of additional successive one-year periods unless either party provides at least 180 days’ advance notice of non-renewal. An amendment to the agreement was entered into on June 2, 2016, effective upon the closing of the Merger. In addition, a second amendment to the agreement was entered into and became effective as of March 1, 2019, which, among other things extended the initial term from April 2, 2020 to March 1, 2023, which is the third anniversary of the second amendment effective date, subject to automatic renewals of additional successive one-year periods unless either party provides at least 180 days’ advance notice of non-renewal.
The agreement provides that, in his role as our Chief Executive Officer, Mr. Barrack will have such duties and responsibilities commensurate with such position and have management oversight, either directly or through his direct reports, over each of the Company’s principal business segments as of the second amendment effective date. In his role as our Executive Chairman, Mr. Barrack will perform duties and provide services to us that are reasonably consistent with those he provided to Colony prior to the Merger. The agreement further provides that Mr. Barrack will devote substantially all of his business time and attention to the performance of his duties to us, but will be permitted to perform duties for Colony Capital Holdings, LLC and its affiliates and engage in certain other outside activities, so long as those duties and activities do not unreasonably interfere with the performance of his duties to us.
In addition, the agreement provides that Mr. Barrack’s principal place of business during the term of the agreement will generally be in Los Angeles, California. However, the agreement provides that, if Mr. Barrack is required to engage in travel during the term of the agreement that results in him having to perform a significant portion of his duties at a location other than Los Angeles, California, and Mr. Barrack determines to relocate his principal place of residence to a city in proximity to that other location, then we will pay for all reasonable relocation and return expenses that he incurs on a basis which is grossed up for taxes, with such payments subject to the Board’s approval, not to be unreasonably withheld.
The agreement further provides that Mr. Barrack will receive an annual base salary of not less than $1,000,000 and will be eligible to receive an annual cash bonus with a target amount of no less than $4,000,000, which may be based on achievement of reasonable performance measures established by the Board (or a committee thereof). In addition, Mr. Barrack will also be eligible to receive annual grants of equity-based awards with a target value initially set at 350% of his base salary, subject to annual review by the Board (or a committee thereof). The second amendment also provided that, beginning in 2019, at least 50% of such grant by the Company will vest based on time-based vesting conditions in no more than three equal annual installments and up to 50% will vest subject to both time-based and performance-based vesting conditions over a vesting period no longer than three years. The portion of any such annual equity-based grant subject, in part, to performance-based vesting conditions will be structured to provide an additional opportunity to earn up to 200% of the target amount of such award in the event the performance thresholds established by the Board (or committee thereof) are met.
Mr. Barrack will also continue to receive allocations in respect of carried interests in respect of funds managed by us that were granted to Mr. Barrack prior to the effective date of his employment agreement, and will be eligible to be granted new allocations in respect of carried interests in respect of funds managed by us as is determined by the Board (or a committee thereof) from time to time in consultation with Mr. Barrack. Mr. Barrack will also be eligible to participate in our benefit plans made available to our senior executive officers from time to time and to receive certain perquisites that he was entitled to immediately prior to the effective date of his employment agreement, each as described in the agreement.
The agreement provides that, if Mr. Barrack’s employment is terminated by us without “cause” (as defined in the agreement and including non-renewal of the agreement by us) or by Mr. Barrack for “good reason” (as defined in the agreement and described below), and Mr. Barrack executes a release of claims, he will be eligible to receive (i) a lump sum cash payment equal to three times the sum of his base salary and average annual bonus with respect to the three prior calendar years, (ii) a lump sum cash payment equal

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to the annual bonus payable in respect of the year prior to the year of termination, if unpaid as of the date of termination, (iii) a pro-rated target bonus for the year of termination, (iv) continued medical, dental and vision benefits at active employee rates for 24 months following termination, (v) the continuation of certain benefits for 24 months following termination, and (vi) full vesting of all equity-based awards of the company, carried interests and other like compensation that he holds, to the extent unvested upon his termination. In addition, the second amendment provides that, for 18 months following the date of such termination, Mr. Barrack will receive continued use of his office and the services of a personal assistant, in each case, commensurate with those provided prior to the date of termination and the continued use of the Company’s corporate jet (if any) for personal use for which Mr. Barrack must reimburse the Company for the cost of any such use on the same terms as in effect prior to the date of termination
The agreement also provides that if Mr. Barrack provides notice to us of his intention not to renew the agreement upon the scheduled expiration of the initial term or any renewal term, then he will receive (i) a lump sum cash payment equal to the annual bonus payable in respect of the year prior to the year of termination, if unpaid as of the date of termination, (ii) a pro-rated target bonus for the year of termination, and (iii) if such termination occurs upon his retirement on or after his attainment of age 72, full vesting of all equity-based awards of the Company, carried interests and other like compensation that he holds, to the extent unvested upon his termination.
In addition, the employment agreement, as amended by the second amendment, provides for a full vesting of all of Mr. Barrack’s equity-based awards of the Company, carried interests and other like compensation that he holds, to the extent unvested upon a change in control (as such term is defined in the CLNY Equity Incentive Plan).
For purposes of the agreement, “good reason” means, in summary, (i) a material diminution in Mr. Barrack’s duties, authority or responsibilities (including failing to maintain Mr. Barrack as a member of the Board) or causing Mr. Barrack to no longer report to the Board or a diminution in his title, (ii) a reduction in Mr. Barrack’s base salary, target annual cash bonus or target annual equity incentive grant then in effect, (iii) a 25-mile relocation of Mr. Barrack’s principal place of business, or (iv) a material breach of the agreement by us.
If any payments to be made to Mr. Barrack, whether under the agreement or otherwise, would subject Mr. Barrack to the excise tax on so-called “golden parachute payments” in accordance with Sections 280G or 4999 of the Internal Revenue Code of 1986, as amended (the “Code”), then the payments will be reduced to the extent necessary to avoid the excise tax, but only if the amount of the payments after such reduction would result in Mr. Barrack receiving a greater net after-tax benefit than if all of the payments were provided and the excise tax were imposed.
The agreement, through a restrictive covenant agreement included as an exhibit to the agreement, also provides that Mr. Barrack will not, subject to certain listed exceptions for permitted and personal activities, compete with us, or solicit our investors or customers or employees or those of our subsidiaries during his employment with us and for the one-year period following the termination of his employment with us unless his employment is terminated by us without cause (as defined in the agreement and including non-renewal of the agreement by us), by Mr. Barrack for “good reason” (as defined in the agreement and described above), or by us or Mr. Barrack following a change in control (as such term is defined in the CLNY Equity Incentive Plan). The agreement also contains covenants relating to the treatment of confidential information and intellectual property matters and restrictions on the ability of Mr. Barrack and us to disparage the other.
Employment Agreements with Other Named Executive Officers
These employment agreements provided for an initial term of three years, for Messrs. Tangen, Traenkle and Sanders, which began on April 2, 2015, and one year, for Mr. Hedstrom, which began on January 1, 2019, with each initial term subject to automatic renewals of additional successive one-year periods unless either party provides at least 180 days’ advance notice of non-renewal. Each agreement requires that the executive will devote his full business time and attention to the performance of his duties to us, but will be permitted to engage in certain other outside activities so long as they do not unreasonably interfere with the performance of the executive’s duties to us.
The agreements provide for the payment of a specified base salary to each executive, which is equal to no less than $447,000 for Mr. Tangen, $475,000 for Mr. Hedstrom, $472,000 for Mr. Traenkle and $432,000 for Mr. Sanders. In January 2019, the Compensation Committee approved an increase in base salary for Mr. Tangen to $550,000 from $475,000 (which had previously been increased from $447,000 to $475,000 in March 2017), to align Mr. Tangen’s salary with the peer group market median and in consideration of his appointment as our President effective November 2018. In addition, in January 2019, the Compensation Committee approved increases in the base salaries for Messrs. Hedstrom, Traenkle and Sanders from the amounts stated in their respective employment agreements to $500,000, $500,000 and $450,000, respectively, to align salaries with the peer group market median. The agreements also provide that each executive will be eligible to receive an annual cash bonus with a target amount initially set at $1,300,000 for Mr. Tangen, $1,261,000 for Mr. Hedstrom, $1,575,000 for Mr. Traenkle and $1,062,500 for Mr. Sanders and annual grants of equity-based awards with a target value initially set at $1,000,000 for Mr. Tangen, $1,924,000 for Mr. Hedstrom, $990,000 for Mr. Traenkle and $680,000 for Mr. Sanders, with such amounts subject to annual review by the Board (or a committee thereof). In addition, the executives will continue to receive allocations in respect of carried interests in respect of funds managed by

35

us that were granted to them prior to the effective date of such employment agreements and to be eligible to be granted new allocations in respect of carried interests in respect of funds managed by us as is determined by the Board (or a committee thereof) from time to time in consultation with the applicable executive. The executives will be eligible to participate in certain of our benefit plans made available to our senior executive officers from time to time and to receive certain perquisites that the executives were entitled to receive immediately prior to the effective date of such employment agreements.
The agreements provide that if the executive’s employment is terminated by us without “cause” (as defined in the agreements and including non-renewal of the employment agreements by us) or by the executive for “good reason” (as defined in the agreement and described below), and the executive executes a release of claims, he will be eligible to receive (i) a lump sum cash payment equal to two times the sum of his base salary and average annual bonus with respect to the three prior calendar years (or, for Mr. Hedstrom, if any such termination of employment occurs prior to the executive receiving his annual bonus in respect of calendar year 2021, then his target annual bonus), (ii) a lump sum cash payment equal to the annual bonus payable in respect of the year prior to the year of termination, if unpaid as of the date of termination, (iii) a pro-rated target bonus for the year of termination, (iv) continued medical, dental and vision benefits at active employee rates for 24 months following termination, and (v) full vesting of all equity-based awards of the company, carried interests and other like compensation that he holds, to the extent unvested upon his termination.
The agreements provide that if an executive provides notice to us of his intention not to renew the agreement upon the scheduled expiration of the initial term or any renewal term, then he will receive (i) a lump sum cash payment in respect of the annual bonus payable in respect of the year prior to the year of termination, if unpaid as of the date of termination, and (ii) a pro-rated target bonus for the year of termination.
For purposes of the agreements, “good reason” includes, in summary, (i) a material diminution in the executive’s duties, authority or responsibilities or a diminution in the executive’s title or position; provided, that, for Mr. Hedstrom, “good reason” shall not occur if he retains either the title of Chief Operating Officer or Chief Financial Officer and there is no diminution in his duties, authority or responsibilities with respect to such retained title, (ii) a requirement that the executive report to any person other than our Chief Executive Officer or Executive Chairman, (iii) a reduction in the executive’s base salary, target annual cash bonus or target annual equity incentive grant then in effect, (iv) a 25-mile relocation of the executive’s principal place of business or, for Mr. Hedstrom, in the case of more than one location, a 25-mile relocation of each such location, or (v) a material breach of the agreement by us.
The agreements include a provision providing that if any payments to be made to the executive, whether under the agreement or otherwise, would subject the executive to the excise tax on so-called “golden parachute payments” in accordance with Sections 280G or 4999 of the Code, then the payments will be reduced to the extent necessary to avoid the excise tax, but only if the amount of the payments after such reduction would result in the executive receiving a greater net after-tax benefit than if all of the payments were provided and the excise tax were imposed.
In addition, the agreements, through a restrictive covenant agreement that is included as an exhibit to the agreements, provide that the executives will not, subject to certain exceptions, compete with us, or solicit our investors or customers or employees or those of our subsidiaries during their employment with us and for the one-year period following the termination of their employment with us unless their employment is terminated by us without cause (as defined in the agreement and including non-renewal of the employment agreement by us) or by the executive for “good reason” (as defined in the agreement and described above). The agreements contain covenants relating to the treatment of confidential information and intellectual property matters and restrictions on the ability of the executives and us to disparage the other.
Separation Agreement with Richard B. Saltzman
Mr. Saltzman’s employment agreement, dated December 23, 2014, set forth the terms and conditions of Mr. Saltzman’s service as our Chief Executive Officer and President. On December 23, 2018, the Company and Mr. Saltzman entered into the Separation Agreement, which provided for his separation from us effective as of November 5, 2018. Pursuant to the Separation Agreement, Mr. Saltzman received the benefits and payments provided for in his employment agreement consisting of (i) a lump sum cash payment equal to three times the sum of his base salary and average annual bonus with respect to the three prior calendar years, (ii) a pro-rated target bonus for the year of termination, (iii) continued medical, dental and vision benefits at active employee rates for 24 months following November 5, 2018 (the “Separation Date”), and (iv) full vesting of all equity-based awards of the Company, carried interests and other like compensation that he holds to the extent unvested on the Separation Date. In addition, under the Separation Agreement, if during the period beginning on the Separation Date and ending on the earlier of November 5, 2021 and the date on which Mr. Saltzman no longer serves on NRE’s board of directors (the “NRE Board”), Mr. Saltzman does not receive compensation from NRE for his service on the NRE Board, the Company will pay Mr. Saltzman cash payments in an amount that the Company determines in good faith to be substantially equivalent to the amount of cash and equity compensation that the other members of the NRE Board receive for service during such period and the time in which such compensation is received and/or vests. Further, pursuant to the Separation Agreement, the Company has agreed to grant Mr. Saltzman a number of NRE shares equal to his unvested NRE shares held immediately prior to the Separation Date to the extent such unvested shares are forfeited for any reason following the Separation Date.

36

Mr. Saltzman has also agreed to resign as a director of CLNC or NRE upon the written request of the Company made prior to November 5, 2021.
See “Executive Compensation and Other Information” and the related compensation tables for information regarding the payments made to Mr. Saltzman in connection with the Separation Agreement. 
Non-GAAP Financial Measures
We refer to non-GAAP financial measures within this Proxy Statement. The below provides definitions for these measures.
Funds From Operations (“FFO”) and Core Funds From Operations (“Core FFO”)
The Company calculates funds from operations (“FFO”) in accordance with standards established by the Board of Governors of the National Association of Real Estate Investment Trusts, which defines FFO as net income or loss calculated in accordance with generally accepted accounting principles (“GAAP”), excluding extraordinary items, as defined by GAAP, gains and losses from sales of depreciable real estate and impairment write-downs associated with depreciable real estate, plus real estate-related depreciation and amortization, and after similar adjustments for unconsolidated partnerships and joint ventures. Included in FFO are gains and losses from sales of assets which are not depreciable real estate such as loans receivable, investments in unconsolidated joint ventures as well as investments in debt and other equity securities, as applicable.
The Company computes core funds from operations (“Core FFO”) by adjusting FFO for the following items, including the Company’s share of these items recognized by its unconsolidated partnerships and joint ventures: (i) gains and losses from sales of depreciable real estate within the Other Equity and Debt segment, net of depreciation, amortization and impairment previously adjusted for FFO; (ii) gains and losses from sales of businesses within the Investment Management segment and impairment write-downs associated with the Investment Management segment; (iii) equity-based compensation expense; (iv) effects of straight-line rent revenue and expense; (v) amortization of acquired above- and below-market lease values; (vi) amortization of deferred financing costs and debt premiums and discounts; (vii) unrealized fair value gains or losses and foreign currency remeasurements; (viii) acquisition and merger related transaction costs; (ix) merger integration and restructuring costs; (x) amortization and impairment of finite-lived intangibles related to investment management contracts and customer relationships; (xi) gain on remeasurement of consolidated investment entities and the effect of amortization thereof; (xii) non-real estate depreciation and amortization; (xiii) change in fair value of contingent consideration; and (xiv) tax effect on certain of the foregoing adjustments. Beginning with the first quarter of 2018, the Company’s Core FFO from its interest in CLNC and NRE represented its percentage interest multiplied by CLNC’s Core Earnings and NRE’s Cash Available for Distribution (“CAD”), respectively. CLNC’s Core Earnings reflect adjustments to GAAP net income to exclude impairment of real estate and provision for loan losses. Such impairment and losses may ultimately be realized, in part or in full, upon a sale or monetization of the related asset or loan and such realized loss would be reflected in CLNC’s Core Earnings and, as a result, the Company’s Core FFO. Refer to CLNC’s and NRE's respective filings with the SEC for the definition and calculation of Core Earnings and CAD.
FFO and Core FFO should not be considered alternatives to GAAP net income as indications of operating performance, or to cash flows from operating activities as measures of liquidity, nor as indications of the availability of funds for our cash needs, including funds available to make distributions. FFO and Core FFO should not be used as supplements to or substitutes for cash flow from operating activities computed in accordance with GAAP. The Company’s calculations of FFO and Core FFO may differ from methodologies utilized by other REITs for similar performance measurements, and, accordingly, may not be comparable to those of other REITs.
The Company uses FFO and Core FFO as supplemental performance measures because, in excluding real estate depreciation and amortization and gains and losses from property dispositions, it provides a performance measure that captures trends in occupancy rates, rental rates, and operating costs. The Company also believes that, as widely recognized measures of the performance of REITs, FFO and Core FFO will be used by investors as a basis to compare its operating performance with that of other REITs. However, because FFO and Core FFO exclude depreciation and amortization and capture neither the changes in the value of the Company’s properties that resulted from use or market conditions nor the level of capital expenditures and leasing commissions necessary to maintain the operating performance of its properties, all of which have real economic effect and could materially impact the Company’s results from operations, the utility of FFO and Core FFO as measures of the Company’s performance is limited. FFO and Core FFO should be considered only as supplements to GAAP net income as a measure of the Company’s performance.
Core FFO ex-gains
The Company computes Core FFO ex-gains by adjusting Core FFO to exclude gains and losses from the Company’s Other Equity and Debt segment and the Company’s interest in CLNC and only include the portion of placement fees paid in cash.


37

EXECUTIVE COMPENSATION AND OTHER INFORMATION
Compensation of Executive Officers

This section provides information regarding the compensation that we paid to our named executive officers during the fiscal year ended December 31, 2018.

Summary Compensation Table
The following table shows the compensation for each of our named executive officers, in accordance with Item 402(c) of Regulation S‑K, in effect as of December 31, 2018.
Name
Year(1)
Salary
($)		  Bonus
($)
Stock
Awards(2) 
($)
  Non-Equity
Incentive
Plan
Compensation
($)		  All
Other
Compensation
($)		  Total
Compensation
($)		 
Thomas J. Barrack Jr.2018$1,000,000
$—
$3,521,957
 $3,963,053
(3) 
$40,656
(4) 
$8,525,666
Executive Chairman2017$1,000,000
$—
$—
 $2,389,829
 $30,650
(5) 
$3,420,479
 2016$—
$—
$—
 $—
 $—
 $—
Darren J. Tangen2018$475,000
$—
$5,773,438
(6) 
$2,346,600
 $48,316
(4) 
$8,643,354
President and former Chief Financial Officer2017$475,000
$—
$—
 $885,788
 $29,322
(5) 
$1,390,110
2016$—
$—
$—
 $—
 $—
 $—
Mark M. Hedstrom2018$475,000
$—
$1,092,806
 $1,479,414
 $42,717
(4) 
$3,089,937
Chief Financial Officer and Chief Operating Officer

2017$475,000
$—
$—
 $768,552
 $29,772
(5) 
$1,273,324
2016$—
$—
$—
 $—
 $—
 $—
Kevin P. Traenkle2018$472,000
$—
$870,791
 $1,944,041
 $49,352
(4) 
$3,336,184
Chief Investment Officer2017$472,000
$—
$—
 $1,009,632
 $29,322
(5) 
$1,510,954
2016$—
$—
$—
 $—
  —
 $—
Ronald M. Sanders2018$432,000
$—
$883,446
 $1,323,130
 $42,250
(4) 
$2,680,826
Chief Legal Officer2017$432,000
$—
$—
 $687,128
 $23,326
(5) 
$1,142,454
 2016$—
$—
$—
 $—
 $—
 $—
Richard B. Saltzman2018$711,222
$—
$2,635,796
(7) 
$—
(8) 
$11,245,970
(4) 
$14,592,988
Former Chief Executive Officer and President2017$800,000
$—
$—
 $1,423,727
 $30,822
(5) 
$2,254,549
2016$—
$—
$—
 $—
  —
 $—
(1)For periods prior to the Merger (January 10, 2017), reflects compensation paid by our predecessor, NSAM. As none of our named executive officers were officers or employed by NSAM prior to the Merger, they did not receive any compensation from NSAM prior to the Merger.
(2)in accordance with Item 402(c) of Regulation S-K. Non-Equity Incentive Plan Compensation ($) Stock Awards(1) ($) All Other Compensation ($) Total Compensation ($) Salary ($) Bonus ($) Name Year (1) Represents the grant date fair value, computed in accordance with FASB ASC Topic 718, of awards that were granted to our named executive officers. The awards in this column include grants of (i) restricted shares of Class A common stock, which vestsvest in three annual installments beginning on March 15, 2019,following the date of grant, subject generally to the executive’s (other than Mr. Barrack as a result of his separation agreement with the Company) continued employment with us or any of itsour subsidiaries through the applicable vesting dates; and (ii) restricted stock units which remain subject to the DIGITALBRIDGE 2022 PROXY STATEMENT | 57 Marc C. Ganzi Chief Executive Officer and President 2021 1,200,000 — 10,922,1004,844,052 5,492,882(2)22,459,034 2020 1,060,000 3,125,000 176,489 —454,290(3)4,815,779 2019 —————— Jacky Wu Executive Vice President, Financial Officer and Treasurer 2021 600,000 —4,190,479 1,206,889 254,095(2)6,251,463 2020 369,039(4) 585,000 858,883 —12,641(3)1,825,563 2019 —————— Ronald M. Sanders Executive Vice President, General Counsel and Secretary 2021 475,000 —1,966,564 1,910,908 26,677(2)4,379,149 2020 450,000 1,350,000 802,221 —917,649(3)3,519,870 2019 450,000 —966,516 1,459,364 1,716,035(5)4,591,915 Sonia Kim2021 350,000 111,000(6) 260,415 281,607 19,733(2)1,022,755 Chief Accounting Officer Thomas J. Barrack, Jr. Former Executive Chairman 2021 253,846 —4,077,582 —22,493,831(2)26,825,259 2020 1,000,000 4,250,000 3,565,431 —1,384,832(3)10,200,263 2019 1,000,000 —4,641,107(7)5,448,925(8)4,866,923(5)15,956,955

8229-2_8229-1_page_61.jpgCOMPENSATION DISCUSSION AND ANALYSIS achievement of cumulative performance goals for a three-year period ending March 14, 2021following the grant date (see “Compensation Discussion and Analysis—ElementsAnalysis-Elements of Executive Officer Compensation and Benefits—Compensation—Long-Term Incentive Equity Awards” for a discussion regarding the performance periodgoals for these awards) and, except for Mr. Barrack, as a result of his separation agreement with the Company, are generally subject to time-based conditions that vest ratably over the executive’s continued employment with us or any of its subsidiaries through such date.three-year period. The fair value of the restricted shares of our Class A common stock was determined based on our stock price on the grant date. A discussion of the assumptions used in calculating the grant date fair value of the restricted stock units is set forth in Note 2 and Note 2117 of the consolidated financial statements in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2018.2021. As required by SEC rules, the amounts shown in the Summary Compensation Table for the restricted stock units that are subject to performance conditions are based upon the probable outcome on the grant date, which is consistent with the estimate of aggregate compensation cost to be recognized over the service period determined as of the grant date under FASB ASC Topic 718, excluding the effect of estimated forfeitures. If we assumed that allachievement of the highest level of the performance goals and time vesting for the restricted stock units would be achieved at the grant date, the value of the awards at the grant date would have been as follows: Thomas J. Barrack, Jr.-$3,209,805; Darren J. Tangen-$5,261,737; Mark M. Hedstrom-$995,950; Kevin P. Traenkle-$793,612;(A) For 2019: Ronald M. Sanders-Sanders—$805,146;885,636; and Richard B. Saltzman-$2,402,185. With the restricted stock unit award modification in February 2019, which reduced the maximum payout of such awards from 200% to 125%, and if we assumed that all of the performance goals and time vesting for the performance-based restricted stock units would be achieved at the grant date, the value of the awards at the grant date would have been as follows: Thomas J. Barrack, Jr. -$2,006,128; Darren J. Tangen-—$3,288,585; Mark M. Hedstrom-4,276,733. For Mr. Barrack, $286,842 of the 2019 stock awards represents a one-time performance-based equity grant in connection with his appointment as our CEO in November 2018. For 2020: Marc C. Ganzi—$622,469; Kevin P. Traenkle-$496,008;160,356; Ronald M. Sanders-Sanders—$503,216;728,888; and Richard B. Saltzman-Thomas J. Barrack, Jr.—$1,501,365.
(3)Reflects3,239,505. For 2021: Marc C. Ganzi—$11,483,984; Jacky Wu—$523,677; Ronald M. Sanders—$2,067,733; Sonia Kim—$273,812; and Thomas J. Barrack, Jr.—$4,287,352. (B) (C) See “Compensation Discussion and Analysis-Elements of Compensation—Long-Term Incentive Awards.” Represents (i) for Mr. Ganzi, $1,114,839 in respect of incentive fee allocations, $937,992 in connection with services provided to a DBH portfolio company during 2020, $1,532,933 received pursuant to the allocation of 50% of the contingent consideration received from Wafra as additional bonus compensation to management to be paid on behalf of certain employees to fund a portion of their share of capital contributions to the DigitalBridge funds, as approved by the Compensation Committee, and Mr. Barrack’s agreement$491,379 in reimbursements for private air travel, (ii) $1,390,000 and $173,750 paid to pay $1 million of his cash bonus earned from the individual goals & objectives componentMessrs. Ganzi and Wu, respectively, in respect of the 2018 Annual Incentive PlanMIP (see “Certain Relationships and Related Transactions—MIP” for a discussion of the MIP), (iii) $68,353 in relocation expenses paid to Mr. Wu, (iv) $22,474,478 in severance paid to Mr. Barrack and (v) matching contributions in connection with the formCompany’s 401(k) plan, the standard Company-paid portion of long-term equity awards.
(4)premiums toward the cost of health coverage under our group health insurance plan, premiums toward the cost of our standard life insurance coverage. Represents (i) $15,540, $13,598, $7,770, $13,598, $13,598$885,009 and $11,655$1,287,135 paid to Messrs., Barrack, Tangen, Hedstrom, Traenkle, Sanders and Saltzman,Barrack, respectively, in respect of incentive fee allocations, (ii) for Mr. Ganzi, $430,448 in connection with services provided to a DBH portfolio company during 2019, and (iii) matching contributions in connection with the Company’s 401(k) plan, the standard Company-paid portion of premiums toward the cost of health coverage under our group health insurance plan, premiums toward the cost of our standard life insurance coverage. Represents the pro rata portion of Mr. Wu’s annual base salary based on the commencement of his employment with the Company on March 23, 2020. Represents (i) $1,686,073 and $4,818,520 paid to Messrs. Sanders and Barrack, respectively, in respect of incentive fee allocations, and (ii) matching contributions in connection with the Company’s 401(k) plan, the standard Company-paid portion of premiums toward the cost of health coverage under our group health insurance plan, premiums toward the cost of our standard life insurance coverage, and, for Messrs. Tangen and Traenkle, certain club dues, and (iii) for Mr. Saltzman, $11,245,970coverage. Represents a retention bonus paid to Ms. Kim in severance payments pursuant to his employment agreement and2021. The “Non-Equity Incentive Plan Compensation” column, includes $1 million earned from the Separation Agreement. See the Termination/Changeindividual goals & objectives component of Control Table below for additional information regarding Mr. Saltzman’s severance payments.
(5)Represents matching contributions in connection with the Company’s 401(k) plan, the standard Company-paid portion of premiums toward the cost of health coverage under our group health insurance plan, premiums toward the cost of our standard life insurance coverage, and, for Mr. Barrack, an auto allowance.
(6)For Mr. Tangen, 82% of the stock awards represent a one-time grant. See “Compensation Discussion and Analysis—Elements of Executive Officer Compensation and Benefits—Long-Term Incentive Awards.”
(7)In connection with the Separation Agreement, Mr. Saltzman was entitled to full vesting of all equity-based awards of the Company, carried interests and other like compensation that he held to the extent unvested on the Separation Date. See “Option Exercises and Stock Vested in 2018” table below for information regarding the vesting of his equity awards pursuant to the Separation Agreement.
(8)As a result of Mr. Saltzman’s departure, Mr. Saltzman did not receive an annual cash bonus under the 2018 Annual Incentive Plan.Plan, which the Compensation Committee and Mr. Barrack’s agreed to pay in the form of long-term incentive equity awards granted for 2019. In the “Stock Awards” column for 2019, such $1 million amount is excluded. Reflects the Compensation Committee and Mr. Barrack’s agreement to pay 115% of his cash bonus that was earned and payable in cash pursuant to the 2019 Annual Incentive Plan in the form of shares of the Company’s Class A common stock, subject generally to a three-year lock-up. Pursuant to the separation agreement entered into with Mr. Saltzman’s employment agreement andBarrack on March 30, 2021, such shares issued in lieu of Mr. Barrack’s 2019 cash bonus were released from the Separation Agreement, Mr. Saltzman was entitled to receive, as a portion of his severance payments, a pro-rated target bonus for 2018 in the amount of $2,160,986, which is included in the “All Other Compensation” column of this Summary Compensation Table. See the Termination/Change of Control Table below for additional information regarding Mr. Saltzman’s severance payments.remaining lock-up restrictions. (2) (3) (4) (5) (6) (7) (8) 58 | DIGITALBRIDGE 2022 PROXY STATEMENT


38

2018 Grants of Plan-Based Awards Table
The following table provides information about awards granted in 2018 to each of our named executive officers. All of the awards referenced below were made pursuant to the CLNY Equity Incentive Plan. There were no options in 2018.

  Estimated Possible Payouts
Under Non-Equity Incentive
Plan Awards		Estimated Possible Payouts
Under Equity Incentive
Plan Awards		All Other
Stock Awards:
Number of
Shares of
Grant
Date
Fair Value
($)

NameGrant
Date		Threshold
($)
Target (1)
($)

Maximum
($)
Threshold
(#)
Target(2)
(#)

Maximum(2)(3)
(#)

Stock or Units (4)
(#)

Thomas J. Barrack Jr.3/15/2018—
—
—
—
—
—
315,305(5)

1,917,054
 3/15/2018—
—
—
—
315,305(6)

394,131
—
1,604,902
 3/19/2018—
4,230,000
—
—
—
—
—
—
Darren J. Tangen3/15/2018—
—
—
—
—
—
94,573(5)

575,004
 3/15/2018—
—
—
—
94,573(6)

118,216
—
481,376
 3/15/2018—
—
—
—
—
—
422,297(7)

2,567,566
 3/15/2018—
—
—
—
422,297(8)

527,871
—
2,149,492
 3/19/2018—
2,000,000
—
—
—
—
—
—
Mark M. Hedstrom3/15/2018—
—
—
—
—
—
97,834(5)

594,831
 3/15/2018—
—
—
—
97,834(6)

122,293
—
497,975
 3/19/2018—
1,261,000
—
—
—
—
—
—
Kevin P. Traenkle3/15/2018—
—
—
—
—
—
77,958(5)

473,985
 3/15/2018—
—
—
—
77,958(6)

97,448
—
396,806
 3/19/2018—
1,657,000
—
—
—
—
—
—
Ronald M. Sanders3/15/2018—
—
—
—
—
—
79,091(5)

480,873
 3/15/2018—
—
—
—
79,091(6)

98,864
—
402,573
 3/19/2018—
1,128,000
—
—
—
—
—
—
Richard B. Saltzman3/15/2018—
—
—
—
—
—
235,971(5)

1,434,704
 3/15/2018—
—
—
—
235,971(6)

294,964
—
1,201,092
 3/19/2018—
2,520,000
—
—
—
—
—
—

8229-2_8229-1_page_62.jpg
COMPENSATION DISCUSSION AND ANALYSIS 2021 Grants of Plan-Based Awards Table The following table provides information about awards granted in 2021 to each of our named executive officers. There were no option awards in 2021. Estimated Possible Payouts Under Non-Equity Incentive Plan Awards Estimated Possible Payouts Under Equity Incentive Plan Awards All Other Stock Awards: Number of Shares of Stock or Units(3) (#) Grant Date Fair Value ($) Threshold ($) Target(1) ($) Maximum ($) Threshold (#) Target(2) (#) Maximum(2) (#) Name Grant Date (1)Represents the target cash bonuses approved by the Compensation Committee on March 19, 201824, 2021 under the 20182021 Annual Incentive Plan.Plan for our named executive officers. For information about the cash bonus amounts actually earned by each of our named executive officers, under the 2018 Annual Incentive Plan, please refer to the “Non-Equity Incentive Plan Compensation”“Bonus” column of the Summary Compensation Table above. Amounts are considered earned in fiscal year 2018,2021, although they were not paid until 2019.2022. For additional information about the 20182021 Annual Incentive Plan, see “Compensation Discussion and Analysis—ElementsAnalysis-Elements of Executive Officer Compensation and Benefits—AnnualCompensation-Annual Cash Bonus—2018 Annual Incentive Plan Overview.Bonus.”
(2)Represents awards of restricted stock units, which are subject to vesting based on the achievement of performance goals for the three-year period ending March 14, 202115, 2024 and, other than for Mr. SaltzmanBarrack as a result of his separation agreement with the Separation Agreement,Company, are generally subject to continued employment through such date. Dividends (if any) are accrued with respect to these equity awards, and are paid only if and when the restricted stock units are earned. For additional information about the 20182021 performance-based awards, see “Compensation Discussion and Analysis—ElementsAnalysis-Elements of Executive Officer Compensation and Benefits—Long-TermCompensation-Long-Term Incentive Equity Awards.”
(3)The amounts shown reflect the February 2019 modification to the restricted stock units, which reduced the maximum payout percentage from 200% to 125% and moved the commencement date Other than as described in Footnote (4) below, represents 50% of the three-year performance period to March 15, 2018 (the grant date). See “Compensation Discussion and Analysis—Colony Capital Compensation Overview—General Philosophy and Objectives—Processlong-term equity incentive award for Determining Compensation Awards.” Prior2021 granted by the award modification, the maximum estimated future payoutsCompany to our named executive officers would have been as follows: Thomas J. Barrack, Jr.-630,610; Darren J. Tangen-189,146 and 844,594; Mark M. Hedstrom-195,668; Kevin P. Traenkle-155,916; Ronald M. Sanders-158,182; and Richard B. Saltzman-471,942.
(4)officers. Represents awards of restricted shares of our Class A common stock, which are subject to time-based vesting in three equal installments beginning on March 15, 20192021 and, other than for Mr. SaltzmanBarrack as a result of his separation agreement with the Separation Agreement,Company, are generally subject to continued employment. Dividends (if any) are paid currently with respect to these equity awards prior to vesting, including all dividends with a record date on or after March 15, 2018.
(5)2021. Represents the 50% of the long-term equity incentive award for 20182021 granted by the Company to our named executive officers that are subjectofficers. Represents the True-Up Award as described in “Compensation Discussion and Analysis-Elements of Compensation-Long-Term Incentive Equity Awards-CFO Sign-On Award/CFO True-Up Award”. (2) (3) (4) DIGITALBRIDGE 2022 PROXY STATEMENT | 59 Marc C. Ganzi 3/15/2021——————769,704 5,180,108 3/15/2021————769,704 5,387,928 —5,741,992 3/24/2021—1,440,000 5,040,000 ————— Jacky Wu 3/15/2021——————35,099 236,216 3/15/2021——————180,337(4)1,213,668 8/9/2021——————354,108 2,478,756 3/15/2021————35,099 70,198 —261,839 3/24/2021—900,000 1,350,000 ���———— Ronald M. Sanders 3/15/2021——————138,588 932,697 3/15/2021————138,588 277,176 —1,033,866 3/24/2021—1,425,000 2,137,500 ————— Sonia Kim 3/15/2021——————18,352 123,509 3/15/2021————18,352 36,704 —136,906 3/24/2021—210,000 315,000 ————— Thomas J. Barrack Jr. 3/15/2021——————287,356 1,933,906 3/15/2021————287,356 574,712 —2,143,676 3/24/2021————————

8229-2_8229-1_page_63.jpgCOMPENSATION DISCUSSION AND ANALYSIS Discussion of Summary Compensation and Grants of Plan-Based Awards Tables The terms of the awards set forth in the 2021 Grants of Plan-Based Awards Table relating to the time-based vesting conditionsmanner in which these awards are treated in connection with a termination of employment or change of control are described below in Footnote (4) above.
(6)Represents the 50%“Compensation Tables and Related Narrative-Potential Payments on Termination or Change of the long-termControl.” Outstanding Equity Awards at Fiscal Year End 2021 The following table sets forth certain information with respect to outstanding equity incentive award for 2018 grantedawards as of December 31, 2021 with respect to our named executive officersofficers. No option awards were outstanding as of December 31, 2021. Stock Awards Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights that areHave Not Vested(3) (#) Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights that Have Not Vested(2) ($) Number of Shares or Units of Stock that Have Not Vested(1) (#) Market Value of Shares or Units of Stock that Have Not Vested(2) ($) Name (1) Includes the following restricted shares of Class A common stock with respect to such named executive officer: Vesting Date: August 9, March 15, August 9, March 23, March 15, August 9, April 30, March 23, March 15, Name 2024 2024 2023 2023 2023 2022 2022 2022 2022 Total (A) In connection with the Company’s separation agreement with Mr. Barrack entered into on March 30, 2021, all of Mr. Barrack’s outstanding equity awards subject to the performance-based vesting conditions described in Footnote (2) above.
(7)Represents a one-time award that is subject to the time-based vesting conditions described in Footnote (4) above.
(8)Represents a one-time award that is subject to the performance-based vesting conditions described in Footnotewere accelerated. (2) above.


39

Outstanding Equity Awards at Fiscal Year End 2018
The following table sets forth certain information with respect to outstanding equity awards as of December 31, 2018 with respect to our named executive officers. No options were granted during this period.

 Stock Awards
NameNumber of Shares
or Units of Stock
That Have Not Vested
(#)
Market Value of Shares
or Units of Stock
That Have Not Vested
($)(1)

Equity Incentive Plan Awards:
Number of
Unearned Shares,
Units or Other
Rights That
Have Not Vested (#)(7)
Equity Incentive Plan Awards:
Market or Payout Value
of Unearned Shares,
Units or Other
Rights That
Have Not Vested
($)(1)

Thomas J. Barrack Jr.
572,221(2)

$2,677,994
315,305$1,475,627
Darren J. Tangen
590,274(3)

$2,762,482
516,870$2,418,952
Mark M. Hedstrom
172,571(4)

$807,632
97,834$457,863
Kevin P. Traenkle
150,626(5)

$704,930
77,958$364,843
Ronald M. Sanders
129,006(6)

$603,748
79,091$370,146
Richard B. Saltzman(8)
—
—
235,971$1,104,344
(1)The value of the awards reflected in the table is based on a price per share or unit of $4.68,$8.33, which was the closing price of our Class A common stock on the NYSE as of December 31, 2018.
(2)Includes 169,190; 87,726; 105,101; 105,101; and 105,103 restricted shares of our Class A common stock scheduled2021. Except as described in the Footnotes to vest on January 4, 2019, January 6, 2020, March 15, 2019, March 16, 2020 and March 15, 2021, respectively.
(3)Includes 48,339; 25,065; 31,524; 31,524; and 453,822 restricted shares of our Class A common stock scheduled to vest on January 4, 2019, January 6, 2020, March 15, 2019, March 16, 2020 and March 15, 2021, respectively.
(4)Includes 49,471; 25,266; 32,611; 32,611; and 32,612 restricted shares of our Class A common stock scheduled to vest on January 4, 2019, January 6, 2020, March 15, 2019, March 16, 2020 and March 15, 2021, respectively.
(5)Includes 47,855; 24,813; 25,986; 25,986; and 25,986 restricted shares of our Class A common stock scheduled to vest on January 4, 2019, January 6, 2020, March 15, 2019, March 16, 2020 and March 15, 2021, respectively.
(6)Includes 32,872; 17,043; 26,363; 26,363; and 26,365 restricted shares of our Class A common stock scheduled to vest on January 4, 2019, January 6, 2020, March 15, 2019, March 16, 2020 and March 15, 2021, respectively.
(7)Representsthe following table, includes the following restricted stock units (representing a target amount) that are subject to vesting based on the achievement of performance goals for theover a three-year period ending March 14, 2021 and, for all named executive officers other than Mr. Saltzman,Barrack, generally subject to continued employment through such date.(3) 60 | DIGITALBRIDGE 2022 PROXY STATEMENT Marc Ganzi— 256,568 —— 272,865 ——— 272,864 802,297 Jacky Wu118,036 11,701 118,036 263,160 11,699 118,036 — 263,157 11,699 915,524 Ronald M. Sanders—46,196 —— 120,270 ——— 153,970 320,436 Sonia Kim—6,118 ——15,317 — 98,958 —27,528 147,921 Thomas J. Barrack Jr.(A)—————————— Marc C. Ganzi802,297 6,683,134 10,818,59390,118,880 Jacky Wu915,524 7,626,315 35,099 292,375 Ronald M. Sanders320,436 2,669,232 461,910 3,847,710 Sonia Kim147,921 1,232,182 57,953 482,748 Thomas J. Barrack Jr.——3,140,251 26,158,291

8229-2_8229-1_page_64.jpgCOMPENSATION DISCUSSION AND ANALYSIS date, with respect to such named executive officer. See “Compensation Discussion and Analysis—ElementsAnalysis-Elements of Executive Officer Compensation and Benefits—Long-TermCompensation-Long-Term Incentive Equity Awards” for a description of the performance-based awards.
(8)Pursuant Performance Period End Date Name July 25, 2024 March 14, 2024 March 15, 2023 March 14, 2022 Total (A) Reflects a sign-on performance-based equity award, granted to Mr. Ganzi in connection with the Separation Agreement, allcommencement of Mr. Saltzman’s outstanding equity awards subject to time-based vesting conditions were accelerated on December 26, 2018. For Mr. Saltzman’s equity awards subject to performance-his employment with the Company and time-based conditions, the time-based condition was deemed to be satisfieddesignation as of December 26, 2018, with such awards remaining subject to the performance-based vesting conditions. The amount reflectedour CEO-elect in July 2019, in the tableamount of 10,000,000 long-term incentive units in the Company’s operating partnership (“LTIP Units”). The LTIP Units will vest if the closing price of the Company’s Class A common stock is at or above represents$10.00 during regular trading on the numberNew York Stock Exchange over any 90 consecutive trading days during the five-year performance period ending on July 25, 2024. Includes 1,315,789 shares of performance-based restricted stock units, which are subjectwith a grant date fair value of $286,842, granted to performance-based conditionsMr. Barrack in March 2019 in connection with his then-appointment as described in Footnote (7) above. Followingour Chief Executive Officer. These units terminated without vesting at the conclusionend of the performance period Mr. Saltzman will be entitledon March 14, 2022. (B) Option Exercises and Stock Vested in 2021 The following table sets forth certain information with respect to stock awards vesting during the numberyear ended December 31, 2021 with respect to our named executive officers. Stock Awards PSU Awards Number of units (with a potential payout percentage between 0 and 125%) that would have been earned had Mr. Saltzman been an employeeShares Acquired on Vesting (#) Number of the Company at such time.

Option Exercises and Stock Vested in 2018
The following table sets forth certain information with respect to stock awards vesting during the year ended December 31, 2018 with respect to our named executive officers.

 Stock Awards
NameNumber of
Shares Acquired
on Vesting (#)
Value Realized
on Vesting ($)(1)

Thomas J. Barrack Jr.209,454$2,293,521
Darren J. Tangen63,562$696,004
Mark M. Hedstrom59,053$646,630
Kevin P. Traenkle66,206$724,956
Ronald M. Sanders43,344$474,617
Richard B. Saltzman(2)
603,714$3,877,740
Shares Acquired on Vesting (#) Value Realized on Vesting ($)(1) Value Realized on Vesting ($)(1) Name (1) Based on the closing price of our Class A common stock on the NYSE on the date of vesting. Potential Payments on Termination or Change of Control TERMINATION/CHANGE OF CONTROL COMPENSATION TABLE The following table shows the potential payments to our named executive officers upon a termination of employment without cause or for good reason, upon a change of control of DigitalBridge and upon the death or disability of the executive officer based on agreements and plans in effect as of December 31, 2021. The types of events constituting cause, good reason, disability and a change of control differed in some respects among the different arrangements providing for benefits to the named executive officers; however, for consistency in presentation, our executive compensation arrangements have been grouped together based on these concepts without regard for any such differences. Our named executive officers were not entitled to any payments if they were terminated for cause or resigned without good reason or if they retired, other than in the case of Mr. Barrack, who was entitled to receive full vesting of all equity awards of the DIGITALBRIDGE 2022 PROXY STATEMENT | 61 Marc C. Ganzi16,296 109,672 —— Jacky Wu263,157 1,847,362 —— Ronald M. Sanders134,139 902,755 47,454 287,571 Sonia Kim74,879 513,803 2,181 13,217 Thomas J. Barrack Jr.1,746,415 11,742,084189,183 1,146,449 Marc C. Ganzi10,000,000(A) 769,704 48,889 10,818,593 Jacky Wu35,099 35,099 Ronald M. Sanders138,588 222,222 101,100 461,910 Sonia Kim18,352 27,596 12,005 57,953 Thomas J. Barrack Jr.287,356 987,654 1,865,241(B)3,140,251

8229-2_8229-1_page_65.jpg
(2)Includes 441,507COMPENSATION DISCUSSION AND ANALYSIS Company, carried interests and other like compensation if he retired on or after his attainment of age 72. In preparing the tables below, we assumed the applicable event (i.e., termination, change of control or death or disability) occurred on December 31, 2021. Market values of equity awards were determined by multiplying the applicable number of shares or units by $8.33, the per share closing price of our Class A common stock that were vested onas of December 26, 2018 in accordance with the Separation Agreement. Excludes 235,971 performance-based restricted stock units, which are subject to performance-based conditions over a three-year period ending March 14, 2019. Following the conclusion31, 2021. Termination Without Cause or for Good Reason ($) Change of the performance period, Mr. Saltzman will be entitled to the numberControl Without Termination(1) ($) Change of units (with a potential payout percentage between 0 and 125%Control With Termination(2) ($) that would have been earned had Mr. Saltzman been an employee of the Company at such time.


40

Potential Payments on Termination or Change of Control

Termination/Change of Control Compensation Table
The following table shows the potential payments to our named executive officers upon a termination of employment without cause or for good reason, upon a change of control of Colony Capital and upon the death or disability of the executive officer based on agreements and plans in effect as of December 31, 2018.

On January 14, 2019, we entered into an employment agreement with Mr. Hedstrom, which includes provisions relating to payments upon a termination without cause or for good reason or a change of control, which are not reflected in the table below. For a description of Mr. Hedstrom’s employment agreement, see “Compensation Discussion and Analysis—Employment Agreements—Employment Agreement with Other Named Executive Officers.” In addition, effective on March 1, 2019, we amended our employment agreement with Mr. Barrack including the provisions related to benefits upon a termination without cause or for good reason and payments upon a change of control, which are not reflected in the table below. For a description of the amendment, see “Compensation Discussion and Analysis—Employment Agreements—Employment Agreement with Thomas J. Barrack, Jr.”

In addition, as described in “Compensation Discussion and Analysis—Employment Agreements—Separation Agreement with Richard B. Saltzman,” Mr. Saltzman’s separation from us became effective as of November 5, 2018. On December 26, 2018, Mr. Saltzman received the amounts indicated in the Termination Without Cause or For Good Reason column of the table below.

The types of events constituting cause, good reason, disability and a change of control differed in some respects among the different arrangements providing for benefits to the named executive officers; however, for consistency in presentation, our executive compensation arrangements have been grouped together based on these concepts without regard for any such differences. Our named executive officers were not entitled to any payments if they were terminated for cause or resigned without good reason or if they retired. In preparing the tables below, we assumed the applicable event (i.e., termination, change of control or death or disability) occurred on December 31, 2018. Market values of equity awards were determined by multiplying the applicable number of shares or units by $4.68, the per share closing price of our Class A common stock as of December 31, 2018.

NamePayments/BenefitsTermination
Without Cause
or For Good Reason		 
Change of Control w/o Termination(1)
 
Change of Control w/ Termination (2)
 Death or Disability 
Thomas J. Barrack Jr.Cash Severance Payment$
19,703,284(3)

$—
$
19,703,284(3)

$
3,963,053(4)

Equity Award Acceleration(5)
$2,677,994
$—
$2,677,994
$2,677,994
Darren J. TangenCash Severance Payment$
7,366,036(3)

$—
$
7,366,036(3)

$
2,346,600 (4)

 
Equity Award Acceleration(5)
$2,762,482
$—
$2,762,482
$2,762,482
Mark M. Hedstrom(8)
Cash Severance Payment$—
$—
$—
$—
Equity Award Acceleration$—
$—
$—
$—
Kevin P. TraenkleCash Severance Payment$
6,273,549 (3)

$—
$
6,273,549 (3)

$
1,944,041(4)

 
Equity Award Acceleration(5)
$704,930
$—
$704,930
$704,930
Ronald M. SandersCash Severance Payment$
4,500,434(3)

$—
$
4,500,434(3)

$
1,323,130(4)

Equity Award Acceleration(5)
$603,748
$—
$603,748
$603,748
Richard B. SaltzmanCash Severance Payment$
11,201,713(6)

$—
$—
$—
 Equity Award Acceleration$
2,066,253(7)

$—
$—
$—
Death or Disability ($) Name Payments/Benefits (1)Represents the value of the payments and benefits that our named executive officers would have received in the event of a change of control on December 31, 2018.
(2)2021. Represents the value of the payments and benefits that our named executive officers would have received in the event of a termination by us without cause or by the executive for good reason on December 31, 20182021 in connection with a change of control.
(3)Pursuant to the employment agreements discussed under “Compensation Discussion and Analysis—EmploymentAnalysis-Employment Agreements,” represents (i) a lump sum cash payment equal to two times (or, for Mr. Barrack,Ganzi, three times)times and for Mr. Wu and Ms. Kim, one time) the sum of the executive’s average base salary and average annual bonus with respect to the three prior calendar years (or, for Messrs. Ganzi and Wu and Ms. Kim, the target bonus in effect), (ii) lump sum payment of any unpaid bonus for 2017,2020, if any, (iii) the lump sum pro-rata target bonus for the effective period of employment for the year ended December 31, 2018,2021, assuming the bonus was not paid in calendar year 2018,2021, (iv) continued medical, dental and vision benefits at active employee rates for 24 months and (v) the continuation of certain benefits for 24 months following termination, but excludes any perquisites and other personal benefits or property, if any, with an aggregate value less than $10,000. The foregoing terms do not reflect certain amendmentsFor Mr. Ganzi, also includes the continued use of his office and the services of a personal assistant, in each case, commensurate with those provided prior to Mr. Barrack’s employment agreement effective in March 2019, as discussed under “Compensation Discussion and Analysis—Employment Agreements—Employment Agreement with Thomas J. Barrack, Jr.”
(4)the date of termination, for 18 months following termination. Pursuant to the employment agreements discussed under “Compensation Discussion and Analysis—EmploymentAnalysis-Employment Agreements,” represents (i) any unpaid bonus for 2017,2020, if any, and (ii) the pro-rata target bonus for the effective period of employment for the year ended December 31, 2018,2021, assuming the bonus was not paid in calendar year 2018,2021, in either case, which is payable in lump sum by the Company upon termination of the named executive officer’s employment by us due to histheir death or disability. For purposes of the employment agreements, “disability” is defined as physical or mental incapacity that substantially prevents the named executive officer from performing histheir duties and that has continued for at least 180 consecutive days.
(5) For Mr. Wu, amounts reflect the terms of his employment agreement as of December 31, 2021, which provided for a base salary of $475,000, target annual cash bonus of $285,000 and an annual grant of equity-based awards with a target initially set at $427,500. Mr. Wu's employment agreement was amended in March 2022 as described under “Compensation Discussion and Analysis-Employment Agreements.” Pursuant to the employment agreements discussed under “Compensation Discussion and Analysis—EmploymentAnalysis-Employment Agreements,” represents the value of all equity awards of the Company that that would fully vest of upon termination of the named executive officer’s employment by us without cause, by the named executive officer with good reason or upon death or disability. This amountAmount excludes (i) the value of the following performance-based restricted stock units, which are subject to performance-based conditions over a three-year period ending March 14,

41

2019: Thomas J. Barrack, Jr.-315,305; Darren J. Tangen-516,870; Kevin P. Traenkle-77,958; and Ronald M. Sanders-79,091. Following the conclusion of the performance period, the named executive officer would be entitled to the number of units (with a potential payout percentage between 0 and 125%) that would have been earned had the named executive officer been an employee of the Company at such time.
(6)Pursuant to the employment agreement 2022, March 15, 2023 and Separation Agreement discussed under “Compensation Discussion and Analysis—Employment Agreements—Separation Agreement with Richard B. Saltzman,” represents (i) a lump sum cash payment equal to three times the sum of the executive’s base salary and average annual bonus with respect to the three prior calendar yearsMarch 14, 2024, and (ii) the lump sum pro-rata target bonus for the effective period of employment during the year ended December 31, 2018, each of which was paid to Mr. Saltzman on December 26, 2018. Also includes $65,204 in estimated continued medical, dental and vision benefits at active employee rates for 24 months.
(7)Pursuant to the employment agreement and Separation Agreement discussed under “Compensation Discussion and Analysis—Employment Agreements—Separation Agreement with Richard B. Saltzman,” represents the value of all equity awards of the Company that were fully vested as of December 26, 2018. This amountGanzi, excludes the value of the 235,971 performance-based restricted stock units, which areLTIP Units, subject to performance-basedperformance based conditions (2) (3) (4) (5) (6) 62 | DIGITALBRIDGE 2022 PROXY STATEMENT Marc C. Ganzi Severance Payment 9,411,478(3) 9,411,478(3) 1,440,000(4) Equity Award Acceleration(6)6,683,134 6,683,134 6,683,134 6,683,134 Jacky Wu(5) Severance Payment 2,423,985(3) 2,423,985(3) 900,000(4) Equity Award Acceleration(6)7,626,315 7,626,315 7,626,315 Ronald M. Sanders Severance Payment 5,183,351(3) 5,183,351(3) 1,425,000(4) Equity Award Acceleration(6)2,669,232 2,669,232 2,669,232 Sonia Kim Severance Payment 809,466(3) 809,466(3) 210,000(4) Equity Award Acceleration(6)1,232,182 1,232,182 1,232,182

8229-2_8229-1_page_66.jpgCOMPENSATION DISCUSSION AND ANALYSIS over a three-yearfive-year period ending March 14, 2019.July 25, 2024, all as set forth in Footnote 3 to the “Outstanding Equity Awards at Fiscal Year End 2021” table above. Following the conclusion of the performance period Mr. Saltzman willof the performance-based restricted stock units, the named executive officer would be entitled to the number of units (with a potential payout percentage between 0 and 125%)200% for the units subject to the performance period ending March 14, 2022, March 14, 2023 and March 14, 2024 that would have been earned had Mr. Saltzmanthe named executive officer been an employee of the Company at such time.
(8)Amounts Following the conclusion of the performance period of the performance-based LTIP Units, Mr. Ganzi would be entitled to the number of LTIP Units (with a potential payout percentage of 0% or 100%) that would have been earned had Mr. Ganzi been an employee of the Company at such time. In addition, amounts exclude carried interests, which are subject to achievement of minimum return hurdles in accordance with the terms set out in the respective governing agreements for the Company’s managed private funds and other investment vehicles. Effective April 1, 2021, the position of Executive Chairman was eliminated and Mr. Barrack ceased to serve as an officer of the Company and became a non-executive member of the Board. Mr. Barrack received $22,773,184 and had $7,586,504 of equity awards accelerate pursuant to the Separation Agreement described herein. Mr. Barrack voluntarily resigned from the Board in July 2021. The tables above do not include payments and benefits to the extent we generally provide them on a non-discriminatory basis to salaried employees upon termination of employment, including: (i) life insurance upon death in the amount of two times the employee’s annual salary but not exceeding a total of $750,000; and (ii) disability benefits. As a result of provisions in each of our named executive officers’ employment agreements, in the event that any payment or benefit to be paid or provided to such an executive set forth above would have been subject to the excise tax under Section 4999 of the Code, the payments and benefits to such executive would have been reduced to the extent necessary to avoid the imposition of such excise tax, but only if such reduction would result in a greater after-tax benefit to the executive. The amounts set forth in the table above have not been adjusted to reflect any such reduction that might be applicable. In addition, the tables above do not give effect to the termschanges to certain employment agreements of Mr. Hedstrom’s employment agreement entered intoour named executive officers as described in January 2019, and as discussed under “Compensation Discussion and Analysis—Employment Agreements—Employment AgreementsAnalysis-Employment Agreements” as those agreements were not in place as of December 31, 2021. CEO Pay Ratio The ratio of our Chief Executive Officer’s annual total compensation for 2021 to that of the median employee’s annual total compensation for 2021 is 90.5. This ratio is based on the 2021 annual total compensation of $22,459,034 for Mr. Ganzi, as our Chief Executive Officer as of December 31, 2021 (the “Measurement Date”), as reported in the Summary Compensation Table above and the 2021 annual total compensation of $248,105 for the median employee, using the same components of compensation as used in the Summary Compensation Table for the Chief Executive Officer. The pay ratio reported above is a reasonable estimate calculated in a manner consistent with Other NamedSEC rules based on our internal records and the methodology described below. The median employee was determined using annual total compensation paid by our company during 2021 to our employees (other than our Chief Executive Officers.”Officer) as of the Measurement Date, which was consistent with the methodology used for last year’s determination as of December 31, 2020. Any compensation paid to employees in foreign currencies was converted to U.S. dollars as of the Measurement Date. DIGITALBRIDGE 2022 PROXY STATEMENT | 63
The tables above do not include payments and benefits to the extent we generally provide them on a non-discriminatory basis to salaried employees upon termination of employment, including: (i) life insurance upon death in the amount of two times the employee’s annual salary but not exceeding a total of $750,000; and (ii) disability benefits. As a result of provisions in each of our named executive officers’ employment agreements, in the event that any payment or benefit to be paid or provided to such an executive set forth above would have been subject to the excise tax under Section 4999 of the Code, the payments and benefits to such executive would have been reduced to the extent necessary to avoid the imposition of such excise tax, but only if such reduction would result in a greater after-tax benefit to the executive. The amounts set forth in the table above have not been adjusted to reflect any such reduction that might be applicable.


CEO Pay Ratio
The ratio of our Chief Executive Officer’s annual total compensation for 2018 to that of the median employee’s annual total compensation for 2018 is 56:1. This ratio is based on the 2018 annual total compensation of $8,525,666 for Mr. Barrack, as our Chief Executive Officer as of December 31, 2018 (the “Measurement Date”), as reported in the Summary Compensation Table above and the 2018 annual total compensation of $152,366 for the median employee, using the same components of compensation as used in the Summary Compensation Table for the Chief Executive Officer. The pay ratio reported above is a reasonable estimate calculated in a manner consistent with SEC rules based on our internal records and the methodology described below.
The median employee was determined using total cash compensation (including salaries and cash bonuses) paid by our company during 2018 to our employees (other than our Chief Executive Officer) as of the Measurement Date, which was consistent with the methodology used for last year’s determination as of December 31, 2017. Any compensation paid to employees in foreign currencies was converted to U.S. dollars as of the Measurement Date.


42

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.
8229-2_8229-1_page_67.jpg
Respectfully submitted,
Equity Compensation Plan Information The Compensation Committeefollowing table provides summary information on the securities issuable under our equity compensation plans as of the BoardDecember 31, 2021. Number of Directors
John L. Steffens (Chairman)
Nancy A. Curtin
George G. C. Parker
Charles W. Schoenherr
The Compensation Committee Report does not constitute “soliciting material” and will not be deemed “filed” or incorporated by reference into any of our filings under the Securities Act of 1933 or the Securities Exchange Act of 1934 that might incorporate our SEC filings by reference, in whole or in part, notwithstanding anything to the contrary set forth in those filings.
COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION
The members of the Compensation Committee of our Board of Directors are John L. Steffens, Nancy A. Curtin, George G. C Parker, and Charles W. Schoenherr, each of whom is an independent director. None of these directors, nor any of our executive officers, serves as a member of the governing body or compensation committee of any entity that has an executive officer serving as a member of our Board of Directors or our Compensation Committee. Accordingly, to the knowledge of the Compensation Committee and as relates to our Board of Directors and our executive officers, during 2018 there were no interlocks with other companies within the meaning of the SEC’s rules.


43

COMPENSATION OF DIRECTORS
A member of our Board of Directors who is our employee is referred to as an executive director. Executive directors (including Mr. Barrack) do not receive compensation for serving on our Board. Mr. Saltzman, a former executive director, also did not receive compensation for serving on our Board during 2018.
In 2017, the Compensation Committee engaged FW Cook to undertake a review of compensation policy for non-executive directors, as well as executive compensation (as discussed above under “Compensation Discussion and Analysis”). In February and March 2017, the Compensation Committee and FW Cook discussed non-employee director compensation and concluded that it was appropriate to modify the compensation payable to the non-executive directors of the Company effective beginning in 2017. The goal of the Compensation Committee was to consider compensation to non-executive directors among the Company’s peer group established in 2017 as discussed in “Compensation Discussion & Analysis—Colony Capital Compensation Overview - General Philosophy and Objectives—Peer Benchmarking,” and to design compensation parameters that appropriately aligned the interests of the Company’s Board with its stockholders.
Pursuant to our Non-Executive Independent Director Compensation Policy, our non-executive director fees are as follows:
Annual Cash Retainers 
Cash Retainer$100,000
Additional cash retainer for Lead Independent Director$25,000
Additional cash retainer for Chair of the Audit Committee$20,000
Additional cash retainer for Chair of the Compensation Committee$15,000
Additional cash retainer for Chair of the Nominating & Corporate Governance Committee$15,000
Additional cash retainer for Chair of the Risk Committee$15,000
Annual Stock Award 
Granted promptly following annual re-election, subject to one-year vesting condition$160,000
The annual retainers are paid quarterly in cash. The Company also reimburses each of the directors for their travel expenses incurred in connection with their attendance at Board and committee meetings.
In addition, members of the Special Asset Review Committee receive a cash retainer fee of $7,500 per month, with the Chairman of the Special Asset Review Committee receiving an additional $12,500 per month.
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 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.

44

Director Compensation Table for Fiscal Year Ended December 31, 2018
The following table provides information concerning the compensation of our non-employee directors for 2018.
Name
Fees Earned or
Paid in Cash ($)(1)
 
Stock
Awards ($)(2)
 Total ($)
Douglas Crocker II$100,000
  $151,938
 $251,938
Nancy A. Curtin$125,000
  $151,938
 $276,938
Jon A. Fosheim$115,000
  $151,938
 $266,938
Craig M. Hatkoff (3)
$—

 $—
 $—
Justin E. Metz$100,000
  $151,938
 $251,938
Raymond C. Mikulich (3)
$—
  $—
 $—
George G.C. Parker$120,000
  $151,938
 $271,938
Charles W. Schoenherr$100,000
  $151,938
 $251,938
John A. Somers$115,000
  $151,938
 $266,938
John L. Steffens$115,000
  $151,938
 $266,938
(1)For Messrs. Crocker, Fosheim, Metz, SomersSecurities to Be Issued Upon Exercise of Outstanding Options, Warrants and Steffens, amounts include the valueRights(1) (a) Weighted-Average Exercise Price of 8,788, 20,207, 8,788, 20,207,Outstanding Options, Warrants and 20,207 deferred stock units, respectively, receivedRights (b) Number of Securities Remaining Available for Future Issuance Under Equity Incentive Plans (Excluding Securities Reflected in lieu of directors’ cash compensation for service in 2018.
(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 20, 2018, which was $151,938 for the annual grant in connection with each director’s re-election to the Board on May 8, 2018.Column (a)) (c) Plan Category (1) As of December 31, 2018, except for 25,197 unvested shares held by Mr. Parker and 26,162 unvested deferred stock units held by each of Ms. Curtin and Messrs. Crocker, Fosheim, Metz, Schoenherr, Somers and Steffens, 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 2018 was in the form of deferred stock units, except the stock award granted to Mr. Parker was in restricted2021, represents shares of the Company’s Class A common stock.
(3)Joined our Board of Directors on February 11, 2019 and, therefore, did not receive any compensation for 2018.
Director Stock Ownership Guidelines
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 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 on the later of January 11, 2017 or upon such director’s initial election to the Board to comply with the minimum share ownership requirement in order to stand for re-election.

45

SECURITIES AUTHORIZED FOR ISSUANCE UNDER EQUITY COMPENSATION PLANS
The following table presents information relating to securities remaining available for future issuance under the CLNY Equity Incentive Plan as of the fiscal year ended December 31, 2018.
Plan Category
Number of
Securities to be
Issued Upon
Exercise of
Outstanding Options,
Warrants, and  Rights(1) 
  Weighted-Average
Exercise Price of
Outstanding Options,
Warrants, and Rights 		 Number of
Securities Remaining
Available for
Future Issuance		 
Equity compensation plans approved by security holders       
CLNY Equity Incentive Plan7,969,413
(2) 
    N/A 22,375,211
(3) 
Pre-Merger Equity Awards(4)
242,110
(4) 
    N/A — 
Total8,211,523     N/A 22,375,211 
(1)As of December 31, 2018, represents shares issuable pursuant to awards of restricted stock units, LTIP units and deferred stock units.units and for redemption of OP units, as noted below. Conditioned on minimum allocation to the capital accounts of the LTIP unit for federal income tax purposes, each LTIP unit could have been converted, at the election of the holder, into one OP Unit. Each of the OP Units underlying these LTIP units was redeemable at the election of the holder, at the Company’s option in its capacity as general partner of our Operating Company, for: (i) cash equal to the then fair value of one share of the Company’s Class A common stock; or (ii) one share of the Company’s Class A common stock. Deferred stock units are held by certain of our non-executive directors and are payable in shares of the Company’s Class A common stock either upon a director’s departure from our board of directors or in annual installments over three years following departure. Except as set forth in footnote (4) below, does not include securities issuable pursuant to NRF’sNorthStar Realty Finance Corp’s Third Amended and Restated 2004 Omnibus Stock Incentive Plan, which our company assumed on January 10, 2017 in accordance with the merger agreement.
(2)Includes the maximum number of shares of our Class A common stock issuable pursuant to (i) awards of 2,043,94910,905,353 restricted stock units subject to performance-based conditions at the maximum payout of 100%, (ii) awards of 9,171,607 restricted stock units subject to performance-based conditions at the maximum payout of 200%, (ii) 3,506,387 OP Units(iii) 14,573,640 LTIP units, of which 10,461,256 LTIP units are structured as profits interest in our Operating Company,subject to performance-based conditions, and (iii) 375,128(iv) 956,891 deferred stock units issued to our non-executive directors pursuant to the deferred compensation program, in each case, that were outstanding as of December 31, 2018. The restricted stock units subject to performance-based conditions described in clause (ii) were modified in February 2019 to, among other things, reduce the maximum payout upon vesting from 200% to 125%. See “Compensation Discussion and Analysis - Process for Determining Compensation”.
(3)
Represents shares of our Class A common stock remaining available for issuance as of December 31, 2018, pursuant to the CLNY Equity Incentive Plan, other than the shares to be issued upon exercise of outstanding options, warrants and rights disclosed in the first column. Pursuant to the terms of the CLNY Equity Incentive Plan, the number of shares of common stock reserved for issuance thereunder automatically increases on January 1st of each year by 2% of the outstanding number of shares of our common stock on the immediately preceding December 31st.
(4)2021. Represents shares of the Company’s Class A common stock issuable pursuant to outstanding OP Units originally granted by, or issued with respect to awards that were originally granted by, NRFNorthStar Realty Finance Corp’s (“NRF”) prior to the Merger,merger among the Company, NorthStar Asset Management Group Inc. and NRF on January 10, 2017 (“Merger”), which were outstanding as a result of anti-dilution adjustments made in connection with the Merger. The issuance of shares of the Company’s Class A common stock pursuant to these awards was approved by NRF’s stockholders prior to the Merger and, as disclosed in connection with the Merger, the shares of the Company’s Class A common stock to be issued pursuant to these awards will not be issued pursuant to, and will not reduce availability under, the CLNYDBRG Equity Incentive Plan. Pursuant to the terms of the DBRG Equity Incentive Plan, the number of shares of common stock reserved for issuance thereunder automatically increases on January 1st of each year by 2% of the outstanding number of shares of our common stock on the immediately preceding December 31st. In addition, with respect to the performance-based restricted stock units, the Company is permitted to withhold shares, in its discretion, to satisfy the grantee’s tax withholding obligations, and such shares are included in the common stock reserved for future issuance. Assuming the maximum payout with respect to the performance-based restricted stock units and a 35% tax rate, the Company estimates that it has approximately 9.2 million shares available for future issuance as of December 31, 2021. (2) (3) (4) 64 | DIGITALBRIDGE 2022 PROXY STATEMENT Equity compensation plans approved by security holders DBRG Equity Incentive Plan44,779,098(2) N/A — Pre-merger equity awards10,907(3) N/A — Total 44,790,005 —(4)


46

REPORT OF THE AUDIT COMMITTEE
The Audit Committee is currently composed of Messrs. Parker (Chairman), Crocker, Fosheim, and Schoenherr. The members of the Audit Committee are appointed by and serve at the discretion of the Board of Directors. The Audit Committee operates under a written charter adopted by our Board of Directors.
One of the principal purposes of the Audit Committee is to assist the Board of Directors in the oversight of the integrity of the Company’s financial statements. The Company’s management team has the primary responsibility for the financial statements and the reporting process, including the system of internal controls and disclosure controls and procedures. In fulfilling its oversight responsibilities, the Audit Committee reviewed and discussed the audited financial statements in the Annual Report on Form 10-K for the year ended December 31, 2018 with our management.
The Audit Committee also is responsible for assisting the Board of Directors in the oversight of the qualification, independence and performance of the Company’s independent auditors. The Audit Committee reviewed and discussed with the independent auditors, who are responsible for expressing an opinion on the conformity of those audited financial statements with generally accepted accounting principles, its judgments as to the quality, not just the acceptability, of the Company’s accounting principles and such other matters as are required to be discussed with the Audit Committee under generally accepted auditing standards and those matters required to be discussed by Statement on Auditing Standards No. 1301, “Communications with Audit Committees”.
The Audit Committee has received both the written disclosures and the letter from Ernst & Young LLP required by applicable requirements of the Public Company Accounting Oversight Board regarding the independent accountant’s communications with the Audit Committee concerning independence, and has discussed with Ernst & Young LLP its independence. In addition, the Audit Committee has considered whether the provision of non-audit services, and the fees charged for such non-audit services, by Ernst & Young LLP are compatible with maintaining the independence of Ernst & Young LLP from management and the Company.
Based on the reviews and discussions referred to above, the Audit Committee recommended to the Board of Directors that our audited financial statements for 2018 be included in our Annual Report on Form 10-K for the fiscal year ended December 31, 2018 for filing with the SEC.
8229-2_8229-1_page_68.jpg
Respectfully submitted,
The Audit CommitteeSECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT Ownership of Equity Securities of the Board ofCompany by Directors
George G. C. Parker (Chairman)
Douglas Crocker II
Jon A. Fosheim
Charles W. Schoenherr
The Report of the Audit Committee does not constitute “soliciting material” and will not be deemed “filed” or incorporated by reference into any of our filings under the Securities Act of 1933 or the Securities Exchange Act of 1934 that might incorporate our SEC filings by reference, in whole or in part, notwithstanding anything to the contrary set forth in those filings.

47

PROPOSAL 2: ADVISORY VOTE ON EXECUTIVE COMPENSATION
In accordance with Section 14A of the Exchange Act and the related rules of the SEC, we are providing our stockholders an opportunity to indicate whether they support the compensation of our named executive officers, as described in this proxy statement. This advisory vote, commonly referred to as “say on pay,” is not intended to address 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 2018.
The Board of Directors recommends that stockholders vote in favor of the following resolution:
“RESOLVED, that the compensation paid to the Company’s named executive officers, as disclosed pursuant to Item 402 of Regulation S-K, including the Compensation Discussion and Analysis, compensation tables and narrative discussion, is hereby APPROVED on an advisory basis.”
Although this vote is advisory and is not binding on the Company, the Compensation Committee values the opinions of our stockholders. To the extent that there is any significant vote against the compensation of our named executive officers, we will consider our stockholders’ concerns, and the Compensation Committee will evaluate whether any actions are necessary to address those concerns. In 2018, the Compensation Committee took meaningful steps to design an executive compensation program to further align the interests of our executive officers with those of our stockholders. The next vote to approve, in a non-binding advisory vote, the compensation paid to our named executive officers will take place at the 2020 annual meeting of stockholders.
Vote Required and Recommendation
The affirmative vote of a majority of the votes cast at the meeting is required for approval of the advisory “say on pay” resolution regarding the compensation of our named executive officers. See “About the Meeting - How many votes are required to approve the proposals?” for additional information regarding the required vote for this proposal.
OUR BOARD OF DIRECTORS RECOMMENDS A VOTE “FOR” THE ADVISORY APPROVAL OF THE RESOLUTION APPROVING THE COMPENSATION OF THE COMPANY’S NAMED EXECUTIVE OFFICERS.

48

PROPOSAL 3: RATIFICATION OF APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC
ACCOUNTING FIRM
The Audit Committee of our Board of Directors has appointed Ernst & Young LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2019. After careful consideration of the matter and in recognition of the importance of this matter to our stockholders, the Board of Directors has determined that it is in the best interests of the Company and our stockholders to seek the ratification by our stockholders of our Audit Committee’s selection of our independent registered public accounting firm. A representative of EY will be present at the annual meeting, will have the opportunity to make a statement if they so desire and will be available to respond to appropriate questions.
Even if the appointment of EY as our independent registered public accounting firm is ratified, our Board of Directors and the Audit Committee may, in their discretion, change that appointment at any time during the year should they determine such a change would be in our and our stockholders’ best interests. In the event that the appointment of EY is not ratified, the Audit Committee will consider the appointment of another independent registered public accounting firm, but will not be required to appoint a different firm.
Vote Required and Recommendation
The affirmative vote of a majority of the votes cast at the meeting is required for approval of the ratification of the appointment of EY as our independent registered public accounting firm for 2019. See “About the Meeting - How many votes are required to approve the proposals?” for additional information regarding the required vote for this proposal.
OUR BOARD OF DIRECTORS RECOMMENDS A VOTE “FOR” THE RATIFICATION OF THE SELECTION OF ERNST & YOUNG LLP AS THE COMPANY’S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE YEAR ENDING DECEMBER 31, 2019.

49

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
and Executive Officers The following table sets forth, certain information, as of the record date, regarding the beneficial ownership of (i) our common stock (Class A and Class B common stock) and (ii) our Series B Cumulative Redeemable Preferred Stock, our Series E Cumulative Redeemable Preferred Stock, our Series G Cumulative Redeemable Preferred Stock, our Series H Cumulative Redeemable Preferred Stock, our Series I Cumulative Redeemable Preferred Stock and our Series J Cumulative Redeemable Preferred Stock by:
each of our directors and director nominees;
each of our executive officers (including our named executive officers); and
all of our directors, director nominees and executive officers as a group.
The SEC has defined “beneficial ownership” of a security to mean the possession, directly or indirectly, of voting power and/or dispositive power with respect to such security. In accordance with SEC rules, each listed person’s beneficial ownership includes:
all shares the investor actually owns beneficially or of record;
all shares over which the investor has or shares voting or dispositive control (such as in the capacity as a general partner of an investment fund); and
all shares the investor has the right to acquire within 60 days (such as shares of restricted common stock that are currently vested or which are scheduled to vest within 60 days, the exercise of any option, warrant or right, or the power to revoke a trust, discretionary account or similar arrangement).
Unless otherwise indicated, the address of each named person is c/o Colony Capital, Inc., 515 S. Flower St., 44th Floor, Los Angeles, CA 90071. No shares beneficially owned by any executive officer, director or director nominee have been pledged as security.
No executive officer, director or director nominee owns any shares of our Series B preferred stock, Series I preferred stock or Series J preferred stock.
Additionally, to our knowledge and based upon information available to us in securities filings made by our stockholders with the SEC, the following table sets forth certain information regarding the beneficial owners of more than 5% of our shares of Class A common stock as of March 21, 2019.

50

 
Common Share Equivalents (1)
 
Class A Common Stock (1)
 
Class B Common Stock (1)
 Common Share
Equivalents
Owned		 Percentage
of Common
Share
Equivalents		 Percentage
of Class		 Shares
Owned		 Percentage
of Class
Executive Officers and Directors         
Thomas J. Barrack, Jr.
28,885,784(2)(3)
 5.58% * 733,931 100%
Richard B. Saltzman
3,540,689(4)(5)
 * * — —
Kevin P. Traenkle
934,409(3)
 * * — —
Darren J. Tangen
987,617(3)
 * * — —
Mark M. Hedstrom
2,860,386(3)(5)
 * * — —
Ronald M. Sanders
584,744(3)
 * * — —
Neale W. Redington
303,022(3)
 * * — —
Douglas Crocker II
54,397(6)
 * * — —
Nancy A. Curtin
65,001(7)
 * * — —
Jon A. Fosheim
75,283(8)  
 * * — —
Craig M. Hatkoff— — — — —
Justin E. Metz
86,264(6)
 * * — —
Raymond C. Mikulich30,000 * * — —
George G. C. Parker
78,855(9)
 * * — —
Charles W. Schoenherr
89,542(7)
 * * — —
John A. Somers
115,243(8)
 * * — —
John L. Steffens
130,973(8)   
 * * — —
All directors, director nominees and executive officers as a group (17 persons)
36,335,373(10) 
 7.02% 1.77% 733,931 100%
Greater than Five Percent Beneficial Owners         
The Vanguard Group (11)
66,256,117 12.81% 13.67% — —
The Baupost Group, L.L.C. (12)
49,687,370 9.60% 10.25% — —
Caisse de dépôt et placement du Québec (13)
26,846,133 5.19% 5.54% — —
BlackRock, Inc. (14)
34,073,477 6.59% 7.03% — —


51

 
Series E Preferred Stock (15)
 
Series G Preferred Stock (16)
 
Series H Preferred Stock (17)
 Shares
Owned		 Percentage
of Class		 Shares
Owned		 Percentage
of Class		 Shares
Owned		 Percentage
of Class
Executive Officers and Directors           
Thomas J. Barrack, Jr.— — 
266,589(18)
 7.73% 
130,359(18)
 1.13%
Richard B. Saltzman— — — — — —
Kevin P. Traenkle— — — — — —
Darren J. Tangen— — — — — —
Mark M. Hedstrom— — — — — —
Ronald M. Sanders— — — — — —
Neale W. Redington— — — — — —
Douglas Crocker II— — — — — —
Nancy A. Curtin— — — — — —
Jon A. Fosheim— — — — — —
Craig M. Hatkoff— — — — — —
Justin E. Metz— — — — — —
Raymond C. Mikulich10,000 * — — — —
George G. C. Parker— — — — — —
Charles W. Schoenherr— — — — — —
John A. Somers— — — — — —
John L. Steffens— — — — — —
All directors, director nominees and executive officers as a group (17 persons)10,000 * 297,841 8.63% 292,093 2.54%
*Represents less than 1.0% of the applicable class of voting security outstanding as of March 21, 2019.
2022, the total number and the percentage of shares of our common stock beneficially owned by: each of our directors and each nominee for director; each of our named executive officers; and all of our directors and named executive officers as a group. n n n Class A Common Stock(2) Common Share Equivalents(2) Class B Common Stock(2) % of Common Share Equivalents Name and Address of Beneficial Owner(1) Number of Shares Beneficially Owned % of Class A Shares Number of Shares Beneficially Owned(2) % of Class B Shares * (1) Less than one percent. The percentages below are based on 517,310,924 common share equivalents outstanding, comprisedaddress of (i) 484,818,759each of beneficial owner is c/o DigitalBridge Group, Inc., 750 Park of Commerce Drive, Suite 210, Boca Raton, FL 33487. Beneficial ownership is determined in accordance with the rules of the SEC and generally includes voting or investment power with respect to securities. “Common Share Equivalents” includes (A) 597,905,884 shares of our Class A common stock outstanding (including restricted shares),and 665,978 shares of Class B common stock, in each case where (i) the investor actually owns beneficially or of record, (ii) 733,931over which the investor has or shares direct or indirect voting or dispositive control (2) DIGITALBRIDGE 2022 PROXY STATEMENT | 65 Marc Ganzi(3)10,740,3251.65%*** Benjamin J. Jenkins(3)8,912,220 1.37%*** Jacky Wu(3)1,201,928 **** Ronald M. Sanders(3)1,010,447 **** Liam Stewart(3)518,615 **** Sonia Kim(3)241,806 **** Thomas J. Barrack, Jr.(4)28,518,3704.39%*665,978 100% J. Braxton Carter(6)60,341 **** Nancy A. Curtin(5)213,584 **** Jeannie H. Diefenderfer(6)106,656 **** Jon A. Fosheim(5)245,086 **** Gregory J. McCray(6)37,367 **** Sháka Rasheed(5)(6)25,437 **** Dale Anne Reiss(6)133,667 **** John L. Steffens(5)(6) 318,288 **** All directors and executive officers as a group (14 persons)23,765,767(8) 3.66%0.81%——

8229-2_8229-1_page_69.jpgSECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT (such as in the capacity as a general partner of an investment fund); and (iii) over which the investor has the right to acquire direct or indirect voting or dispositive control within 60 days, (B) 885,898 deferred stock units held by certain of our non-executive directors, which will be automatically settled in shares of our Class BA common stock outstanding, (iii) 402,519 deferred stockfollowing each such director’s departure from our Board, and (C) 50,455,100 OP units and (iv) 31,355,715 OP Units and LTIP Units outstanding inunits which may be redeemed for cash or, at our Operating Company, which are convertible tooption, shares of Class A common stock, subject to certain conditions, and not otherwise held byin accordance with the limited liability company agreement of our Operating Company, or its subsidiaries, in each case, as of March 21, 2019.
(2)2022. The percentages presented in the table are based on (i) 649,912,860 common share equivalents, (ii) 597,905,884 shares of our Class A common stock and (iii) 665,978 shares of Class B common stock, in each case, as of March 21, 2021. Includes shares of restricted Class A common stock subject to time-based vesting for Messrs. Ganzi, Jenkins, Wu, Sanders and Stewart and Ms. Kim. Excludes restricted stock units subject to performance based vesting. Includes (i) Class A common shares (subject to timing vesting) held in a family trust of which Mr. Barrack is trustee, (ii) Class B common shares held directly and (iii) 26,054,64223,642,307 OP Units held by Colony Capital, LLC, and CCH Management Partners I, LLC, each a Delaware limited liability company controlled by Mr. Barrack, of which 4,815,4502,403,135 OP Units have been allocated to certain current and former employees (in certain cases, subject to either time-based vesting or other conditions).
(3)employees. Includes deferred stock units as follows: Ms. Curtin—191,521; Mr. Fosheim—221,660; Mr. Rasheed—25,437; and Mr. Steffens—221,660. Includes shares of restricted Class A common stock subject to time-based vesting. Excludes restrictedvesting for Messrs. Carter, McCray, Rasheed and Steffens and Mses. Diefenderfer and Reiss. (3) (4) (5) (6) None of our named executive officers or directors owns any shares of our preferred stock, units subject to performance based vesting as follows:other than Mr. Barrack - 2,180,546; Mr. Traenkle - 119,587; Mr. Tangen - 676,160; Mr. Hedstrom - 222,925; Mr. Sanders - 180,191; and Mr. Redington - 57,385.
(4)Based on information available to usFosheim, who each beneficially own certain shares of our preferred stock as set forth in the following table, as of March 21, 2019. In addition to the OP Units described in footnote 5 below, includes 581,196 OP Units held by Mr. Saltzman directly. Excludes (i) 13,658 OP Units held by Mr. Saltzman indirectly through limited liability companies controlled by Mr. Barrack2022. Series H Preferred Stock Series I Preferred Stock Series J Preferred Stock Name and which are subject to certain lock-up restrictions and (ii) 235,971 restricted stock units subject to performance-based vesting.
(5)Includes OP Units allocated to such person in connection with Colony Capital’s management internalization completed in 2015, and held by limited liability companies controlled by Mr. Barrack. The OP Units, subject to certain conditions, may be redeemed for cash or, at the Company’s option, Class A common stock, upon such redemption. The OP Units allocated to any such individual that may be acquired within 60 days are as follows: Mr. Saltzman – 74,521; and Mr. Hedstrom – 2,412,315.
(6)Includes 54,397 deferred stock units,Address of which 26,162 are unvested.
(7)Includes 42,938 deferred stock units, of which 26,162 are unvested.
(8)Includes 69,283 deferred stock units, of which 26,162 are unvested.
(9)Includes 25,197 shares of Class A Common Stock that are unvested.
(10)Adjusted to exclude an aggregate of 2,486,836 OP Units allocated to certain executive officers, and held by limited liability companies controlled by Mr. Barrack. See footnote 5 above.

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(11)Based solely on information provided in a Schedule 13G/A filed on February 11, 2019, The Vanguard Group, Inc. has sole voting power with respect to 656,348 shares of our Class A common stock, sole dispositive power with respect to 65,490,565 shares of our Class A common stock, shared voting power with respect to 577,804 shares of our Class A common stock, and shared dispositive power with respect to 765,552 shares.Beneficial Owner(1) Number %(2) Number %(3) Number %(4) * (1) Less than one percent. The address of The Vanguardeach of beneficial owner is c/o DigitalBridge Group, Inc., as reported by it in the Schedule 13G, is 100 Vanguard Blvd., Malvern, PA 19355.
(12)Based solely on information provided in a Schedule 13G/A filed on June 8, 2018, The Baupost Group, L.L.C. has sole voting power with respect to 0 shares750 Park of our Class A common stock, sole dispositive power with respect to 0 shares of our Class A common stock, shared voting power with respect to 49,687,370 shares of our Class A common stock, and shared dispositive power with respect to 49,687,370 shares. The address of The Baupost Group, L.L.C., as reported by it in the Schedule 13G/A, is 10 St. James Avenue,Commerce Drive, Suite 1700, Boston, Massachusetts 02116.
(13)210, Boca Raton, FL 33487. Based solely on information provided in a Schedule 13G/A filed on February 14, 2019, Caisse de dépôt et placement du Québec has sole voting and dispositive power with respect to 26,846,113 shares of our Class A common stock, shared voting power with respect to 0 shares of our Class A common stock, and shared dispositive power with respect to 0 shares. The address of Caisse de dépôt et placement du Québec, as reported by it in the Schedule 13G/A, is 1000, Place Jean-Paul Riopelle,Montréal, Québec,H2Z 2B3, Canada.
(14)Based solely on information provided in a Schedule 13G filed on February 11, 2019, BlackRock, Inc. has sole voting power with respect to 31,964,410 shares of our Class A common stock, sole dispositive power with respect to 34,073,477 shares of our Class A common stock, shared voting power with respect to 0 shares of our Class A common stock, and shared dispositive power with respect to 0 shares. The address of BlackRock, Inc., as reported by it in the Schedule 13G, is 55 East 52nd Street, New York, NY 10055.
(15)The percentages below are based on 10,000,000 shares of our Series E preferred stock outstanding as of March 21, 2019.
(16)The percentages below are based on 3,450,000 shares of our Series G preferred stock outstanding as of March 21, 2019.
(17)The percentages below are based on 11,500,000 shares of our Series H preferred stock outstanding as of March 21, 2019.
(18)2022. Based on 13,800,000 shares of our Series I preferred stock outstanding as of March 21, 2022 Based on 12,600,000 shares of our Series J preferred stock outstanding as of March 21, 2022. Represents acquisitions by an investment vehicle between and managed by (i) an investment fund sponsored and managed by affiliates of the Company and beneficially controlled by the reporting person through the general partner of such investment fund and (ii) a wholly-owned subsidiary of our Operating Company. The reporting person disclaims beneficial ownership of these securities except to the extent of his pecuniary interest therein. (2) (3) (4) (5) 66 | DIGITALBRIDGE 2022 PROXY STATEMENT Thomas J. Barrack, Jr.(5)79,988 *79,178 *16,024 * Jon A. Fosheim————4,400 *


8229-2_8229-1_page_70.jpgOwnership of Equity Securities of the Company by 5% Stockholders The following table sets forth how many shares of our Class A common stock are beneficially owned by each person known to us to be the beneficial owner of more than five percent (5%) of the outstanding shares of our Class A common stock, in each case, based solely on, and as of the date of, such person’s filing of a Schedule 13D or Schedule 13G with the SEC. Amount and Nature of Beneficial Ownership of Class A Common Stock Name and Address of Beneficial Owner Number Percentage (1) Based solely on information provided in a Schedule 13G/A filed on February 9, 2022, The Vanguard Group, Inc. has sole voting power with respect to 0 shares of our Class A common stock, sole dispositive power with respect to 71,996,444 shares of our Class A common stock, shared voting power with respect to 875,594 shares of our Class A common stock, and shared dispositive power with respect to 1,319,795 shares. The address of The Vanguard Group, Inc., as reported by it in the Schedule 13G/A, is 100 Vanguard Blvd., Malvern, PA 19355. Based solely on information provided in a Schedule 13G filed on February 3, 2022, BlackRock, Inc. has sole voting power with respect to 43,163,256 shares of our Class A common stock, sole dispositive power with respect to 47,072,121 shares of our Class A common stock, shared voting power with respect to 0 shares of our Class A common stock, and shared dispositive power with respect to 0 shares. The address of BlackRock, Inc., as reported by it in the Schedule 13G/A, is 55 East 52nd Street, New York, NY 10055. Based solely on information provided in a Schedule 13G/A filed on February 11, 2022, The Baupost Group, L.L.C. has sole voting power with respect to 0 shares of our Class A common stock, sole dispositive power with respect to 0 shares of our Class A common stock, shared voting power with respect to 35,787,493 shares of our Class A common stock, and shared dispositive power with respect to 35,787,493 shares. The address of The Baupost Group, L.L.C., as reported by it in the Schedule 13G/A, is 10 St. James Avenue, Suite 1700, Boston, Massachusetts 02116. (2) (3) DIGITALBRIDGE 2022 PROXY STATEMENT | 67 The Vanguard Group(1)71,996,44412.0% BlackRock, Inc.(2)47,072,1217.9% The Baupost Group, L.L.C.(3)35,787,4936.0%

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8229-2_8229-1_page_71.jpgPROPOSAL NO. 3: RATIFICATION OF APPOINTMENT OF OUR INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM The Audit Committee of our Board of Directors has appointed Ernst & Young LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2022. A representative of Ernst & Young LLP is expected to be present at the annual meeting and will be available to respond to appropriate questions from our stockholders and will be given an opportunity to make a statement if he or she desires to do so. Stockholder ratification of the selection of Ernst & Young LLP as our independent registered public accounting firm is not required by our bylaws or otherwise. However, our Board is submitting the appointment of Ernst & Young LLP to the stockholders for ratification as a matter of good corporate governance. If this selection is not ratified by our stockholders, the Audit Committee may, but need not, reconsider its appointment and endorsement. Even if the selection is ratified, the Audit Committee in its discretion may direct the appointment of a different independent registered public accounting firm at any time during the year if it determines that such a change would be in the best interests of the Company. 68 | DIGITALBRIDGE 2022 PROXY STATEMENT Our Board of Directors Recommends a Vote “FOR” Ratification of the Selection of Ernst & Young LLP as our Independent Registered Public Accounting Firm for the fiscal year ending December 31, 2022.

8229-2_8229-1_page_72.jpgAUDIT COMMITTEE REPORT The Audit Committee is currently composed of Messrs. Carter (Chairman), Fosheim and Rasheed and Mses. Diefenderfer and Reiss. The members of the Audit Committee are appointed by and serve at the discretion of the Board of Directors. The Audit Committee operates under a written charter adopted by our Board of Directors. One of the principal purposes of the Audit Committee is to assist the Board of Directors in the oversight of the integrity of the Company’s financial statements. The Company’s management team has the primary responsibility for the financial statements and the reporting process, including the system of internal controls and disclosure controls and procedures. In fulfilling its oversight responsibilities, the Audit Committee reviewed and discussed the audited financial statements in the Annual Report on Form 10-K for the year ended December 31, 2021 with our management. The Audit Committee also is responsible for assisting the Board of Directors in the oversight of the qualification, independence and performance of the Company’s independent auditors. The Audit Committee reviewed and discussed with the independent auditors, who are responsible for expressing an opinion on the conformity of those audited financial statements with generally accepted accounting principles, its judgments as to the quality, not just the acceptability, of the Company’s accounting principles and such other matters as are required to be discussed with the Audit Committee under generally accepted auditing standards and those matters required to be discussed by the applicable requirements of the Public Company Accounting Oversight Board Auditing and the SEC. The Audit Committee has received both the written disclosures and the letter from Ernst & Young LLP required by applicable requirements of the Public Company Accounting Oversight Board regarding the independent accountant’s communications with the Audit Committee concerning independence, and has discussed with Ernst & Young LLP its independence. In addition, the Audit Committee has considered whether the provision of non-audit services, and the fees charged for such non-audit services, by Ernst & Young LLP are compatible with maintaining the independence of Ernst & Young LLP from management and the Company. Based on the reviews and discussions referred to above, the Audit Committee recommended to the Board of Directors that our audited financial statements for 2021 be included in our Annual Report on Form 10-K for the fiscal year ended December 31, 2021 for filing with the SEC. Audit Committee: DIGITALBRIDGE 2022 PROXY STATEMENT | 69 J. Braxton Carter, Chairperson Jeannie H. Diefenderfer Jon A. Fosheim Sháka Rasheed Dale Anne Reiss
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8229-2_8229-1_page_73.jpgINDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM’S FEES Aggregate fees billed and expected to be billed by Ernst & Young LLP for the fiscal years ended December 31, 2021 and 2020 were as follows: 2021 2020 ($) Type of Fee ($) (1) Fees for audit services for the fiscal years ended December 31, 2021 and 2020 include fees associated with the integrated audits of the Company’s consolidated financial statements and internal control over financial reporting for such years, the quarterly reviews of the financial statements included in the Company’s quarterly reports on Form 10-Q, audits of the Company’s consolidated subsidiaries, including audits required by statute or regulation, consultations with the Company’s management on technical accounting and regulatory issues and services provided for assistance with and review of other regulatory filings. Audit-related fees include fees for agreed-upon procedures related to the Company’s securitized financing facility for the year ended December 31, 2021 and fees for transaction advisory services in connection with the Company’s potential acquisitions for the year ended December 31, 2020. Tax fees represent fees and expenses related to the review and assistance with the preparation of tax returns, tax consulting and structuring, and general federal, state and foreign tax consulting. Tax compliance fees comprise $1.8 million and $1.1 million of this total for the years ended December 31, 2021 and 2020, respectively. Other fees represent the annual subscription fee for EY’s accounting research tool. (2) (3) (4) Audit Committee Pre-Approval Policy The Audit Committee’s policy is to review and pre-approve, either pursuant to the Audit Committee’s Audit and Non-Audit Services Pre-Approval Policy or through a separate pre-approval by the Audit Committee, any engagement of the Company’s independent auditor to provide any audit or permissible non-audit service to the Company. Pursuant to the Audit and Non-Audit Services Pre-Approval Policy, which will be reviewed and reassessed annually by the Audit Committee, a list of specific services within certain categories of services, including audit, audit-related, tax and other services, are specifically pre-approved for the upcoming or current fiscal year, subject to an aggregate maximum annual fee payable by the Company for each category of pre-approved services. Any service that is not included in the approved list of services must be separately pre-approved by the Audit Committee. In addition, all audit and permissible non-audit services in excess of the pre-approved fee level, whether or not included on the pre-approved list of services, must be separately pre-approved by the Audit Committee. The Audit Committee has delegated authority to its chairman to specifically pre-approve engagements for the performance of audit and permissible non-audit services, provided that the estimated cost for such services shall not exceed $250,000. The chairman must report all pre-approval decisions to the Audit Committee at its next scheduled meeting and provide a description of the terms of the engagement, including (1) the type of services covered by the engagement, (2) the dates the engagement is scheduled to commence and terminate, (3) the estimated fees payable by the Company pursuant to the engagement, (4) other material terms of the engagement, and (5) such other information as the Audit Committee may request. All of the audit fees shown above were pre-approved by the Audit Committee. 70 | DIGITALBRIDGE 2022 PROXY STATEMENT Audit Fees(1)5,949,345 7,361,401 Audit-Related Fees(2)100,000 769,364 Tax Fees(3)2,825,478 1,895,797 All Other Fees(4)2,000 1,420 Total 8,876,823 10,027,982


8229-2_8229-1_page_74.jpgCERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS Policy for Review of Related Party Transactions Our Board of Directors has adopted a written Related Party Transaction Policy in order to ensure that related party transactions are properly reviewed and fully disclosed in accordance with the rules and regulations of the SEC and NYSE. All related party transactions, including transactions between us and any executive officer, director, director nominee or more than 5% stockholder of the Company, or any of their immediate family members, where the amount involved exceeds $120,000 and in which such related person has a direct or indirect material interest, must be approved or ratified by either our Audit Committee or a majority of the disinterested members of our Board of Directors. For purposes of the policy, a related party transaction does not include any co-investments made by and between the Company (or its subsidiaries) and one or more investment vehicles formed, sponsored and managed by the Company or its subsidiaries, regardless of when such co-investment is made, or any transactions related to any such co-investment. As a general rule, all related party transactions should be on terms reasonably comparable to those that could be obtained by the Company in arm’s length dealings with an unrelated third party; however, in such cases where it may be impractical or unnecessary to make such a comparison, the Audit Committee or a majority of the disinterested members of the Board may approve any such transaction at their discretion in accordance with the Related Party Transaction Policy. In preparation of the Company’s proxy statement, each director and executive officer completes a director and officer questionnaire, which requires disclosure of any transactions with us in which the director or executive officer or any member of his or her immediate family, has an interest. Pursuant to our Audit Committee’s charter, in addition to conducting a review of all related party transactions in accordance with the Related Party Transaction Policy, the Audit Committee must review the Related Party Transaction Policy periodically and reports the results of such reviews to Board. Arrangements with Company-Sponsored Private Funds The Company co-invests alongside Company sponsored private funds through joint ventures between the Company and the sponsored private fund. These co-investment joint ventures are consolidated by the Company. The Company has capital commitments, as general partner, directly into private funds and as an affiliate of the general partner, capital commitments satisfied through co-investment joint ventures. In connection with the Company’s commitments as an affiliate of the general partner, the Company is allocated a proportionate share of the costs of the private fund such as financing and administrative costs. Such costs expensed during the year ended December 31, 2021 were immaterial and they relate primarily to the Company’s share of deferred financing costs on borrowings of such funds. Investment in Managed Investment Vehicles Subject to the Company’s related party policies and procedures, senior management, investment professionals and certain other employees may invest on a discretionary basis in investment vehicles sponsored by the Company, either directly in the vehicle or indirectly through the general partner entity. These investments are generally not subject to management fees, but otherwise bear their proportionate share of other operating expenses of the investment vehicles. At December 31, 2021, such investments in consolidated investment vehicles and general partner entities totaled $19.5 million, reflected in redeemable DIGITALBRIDGE 2022 PROXY STATEMENT | 71

8229-2_8229-1_page_75.jpgCERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS noncontrolling interests and noncontrolling interests on the balance sheet, and their share of net income was $2.1 million for the year ended December 31, 2021. Incentive Fee Allocations The Company may earn incentive fees from its managed private funds, traded and non-traded REITs and investment companies. Incentive fees are determined based on the performance of the investment vehicles subject to the achievement of minimum return hurdles in accordance with the terms set out in the respective governing agreements. A portion of the incentive fees earned by the Company is allocated to senior management, investment professionals and certain other employees of the Company, generally at 60%-65%, consistent with market terms. In 2021, our executive officers were allocated an aggregate of 18.5% of the carried interest earned or to be earned from various funds and co-investment vehicles, all managed or previously managed by affiliates of the Company. With respect to investment vehicles sponsored by the Company for which Messrs. Ganzi and Jenkins are invested in their capacity as former owners of DBH, and not in their capacity as employees of the Company, any carried interest allocation attributed to such investments by Messrs. Ganzi and Jenkins as general partner do not represent compensatory arrangements to the Company. Such carried interest allocation to Messrs. Ganzi and Jenkins that are unrealized or realized but unpaid are included in noncontrolling interests on the Company’s balance sheet of $20.8 million at December 31, 2021. Carried interest allocated during the period are recorded as net income attributable to noncontrolling interests in the Company’s income statement and totaled $17.6 million for the year ended December 31, 2021. MIP In addition, pursuant to Wafra’s strategic investment in the Company, the Company established a performance-based management incentive equity plan (the “MIP”) for the joint venture between the Company and Wafra (“DCMH”), with costs of such plan (including any dilution of equity ownership in DCMH) borne ratably by the Company and Wafra. Allocations of MIP interests in DCMH are in the form of base awards, subject to time-based vesting conditions, and performance awards, subject to performance-based vesting conditions. Vested MIP interests (representing up to 5% of DCMH for base awards and up to 5% of DCMH for performance awards) will be entitled to distributions of DCMH’s available cash and participation in capital events (if any). In February 2021, Messrs. Ganzi, Jenkins, Stewart and Wu were allocated an aggregate of 77.5% for the MIP. Messrs. Ganzi, Jenkins, Stewart and Wu received awards valued at $1,390,000, $955,625, $173,750 and $173,750, respectively, in 2021. Aircraft Reimbursement In November 2020, the Company’s board of directors approved an amendment to the employment agreement, dated as of July 25, 2019, between the Company and Marc C. Ganzi, the Company’s Chief Executive Officer, to provide for the reimbursement by the Company of certain defined fixed costs of any aircraft owned by Mr. Ganzi. The fixed cost reimbursements will be made based on an allocable portion of an aircraft’s annual budgeted cash fixed operating costs, based on the number of hours the aircraft will be used for business purposes. At least once a year, the Company will reconcile the budgeted fixed operating costs with the actual fixed operating costs of the aircraft, and the Company or Mr. Ganzi, as applicable, will make a true-up payment for any difference. The fixed cost reimbursement will be in addition to the Company’s reimbursement of certain variable operational costs of business travel on a chartered or private jet, as provided in Mr. Ganzi’s employment agreement. The Company reimbursed Mr. Ganzi $3.0 million in 2021. 72 | DIGITALBRIDGE 2022 PROXY STATEMENT

Policy For Review of Related Person

8229-2_8229-1_page_76.jpgCERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS Digital Transactions In connection with the Company’s acquisition of Vantage SDC in July 2020, the Company entered into a series of agreements with Messrs. Ganzi and Jenkins and their respective affiliates, pursuant to which Messrs. Ganzi and Jenkins invested $8.7 million and $2.1 million, respectively, in Vantage SDC alongside the Company and the co-investors on the same economic terms including carried interest allocations. Such amounts invested represented 40% of carried interest payments received by each of Messrs. Ganzi and Jenkins in connection with Vantage SDC acquisition as a result of their respective personal investments in Vantage made prior to the Company’s acquisition of DBH (such carried interest was determined excluding any additional future payments that may be payable if certain leasing milestones are achieved). Additionally, the day-to-day operations of Vantage SDC continue to be managed by the existing management company of Vantage, in which Messrs. Ganzi and Jenkins own an approximate 2% interest in the aggregate. Fees paid to the Vantage management company for Vantage SDC was $18.7 million for 2021. As a result of their personal investments, Mr. Ganzi and Mr. Jenkins each received payments of $512,585 in connection with Vantage SDC’s purchase of the Santa Clara data center in September 2021. In January 2022, the Company and an existing investor acquired additional equity in DataBank resulting from a redemption of interests by a selling shareholder. The Company’s share was an additional $32.0 million investment, which increased its ownership in DataBank to 21.9%. Mr. Ganzi and Mr. Jenkins may in the future realize carried interest payments from the Company with respect to such interest upon the occurrence of certain realization events, and the amount of carried interest Mr. Ganzi and Mr. Jenkins receive from the Company may increase as the Company contributes additional capital to Vantage SDC and DataBank in connection with future expansions projects. In the aforementioned transactions, the Company took a series of steps to mitigate conflicts in the transactions, including receiving fairness opinions on the purchase price from a nationally recognized third-party valuation firm. Additionally, the transactions, specifically the related party aspects of the transactions, were approved by either the Company’s board of directors or the audit committee of the board of directors. Employees Jodi Pitts, the daughter of Mr. Barrack, our former Executive Chairman, was employed from 2000 through April 1, 2021. Ms. Pitts was responsible for managing investor conferences and other investor relations functions. Thomas J. Barrack III, the son of Mr. Barrack, our former Executive Chairman, also had various roles at the Company’s predecessors, including most recently serving as a Managing Director of the Company, and separated from the Company effective April 1, 2021. Thomas J. Barrack III had been responsible for corporate communications matters. Neither Ms. Pitts or Thomas J. Barrack III was paid more than $250,000 by the Company as compensation for 2021, including salary and bonus compensation. In connection with Ms. Pitts’ and Thomas J. Barrack III’s respective separation from the Company, Ms. Pitts and Thomas J. Barrack III received approximately $231,540 and $181,014, respectively, in severance payments. Certain of the Company’s employees (including an independent contractor) may from time to time provide services to Mr. Barrack’s family business. Mr. Barrack pays for a portion of the cash compensation paid by the Company, including a pro rata portion of overhead costs, to such employees based on an allocation of time spent on Mr. Barrack’s family business. These payments by Mr. Barrack to the Company amounted to approximately $35,370 for the year ended December 31, 2021. Employment Agreements, Separation Agreements and Consulting Agreements We have entered into employment agreements with each of our named executive officers. In addition, in March 2021, the Company entered into an agreement with Thomas J. Barrack, Jr., pursuant to which, effective as of April 1, 2021, the position of Executive Chairman was eliminated and Mr. Barrack ceased to DIGITALBRIDGE 2022 PROXY STATEMENT | 73

Our Board of Directors has adopted a written Related Party Transaction Policy in order to ensure that related party transactions are properly reviewed and fully disclosed in accordance with the rules and regulations of the SEC and NYSE. All related party transactions, including transactions between us and any executive officer, director, director nominee or more than 5% stockholder of the Company, or any of their immediate family members, where the amount involved exceeds $120,000 and in which such related person has a direct or indirect material interest, must be approved or ratified by either our Audit Committee or a majority of the disinterested members of our Board of Directors. For purposes of the policy, a related party transaction does not include any co-investments made by and between the Company (or its subsidiaries) and one or more investment vehicles formed, sponsored and managed by the Company or its subsidiaries, regardless of when such co-investment is made, or any transactions related to any such co-investment. As a general rule, all related party transactions should be on terms reasonably comparable to those that could be obtained by the Company in arm’s length dealings with an unrelated third party; however, in such cases where it may be impractical or unnecessary to make such a comparison, the Audit Committee or a majority of the disinterested members of the Board may approve any such transaction at their discretion in accordance with the Related Party Transaction Policy.

8229-2_8229-1_page_77.jpgCERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS serve as an officer of the Company and became a non-executive member of the Board. On July 22, 2021, Mr. Barrack resigned from the Board. For a description of these agreements, see “Compensation Discussion and Analysis—Employment Agreements.” Concurrently with the execution of the separation agreement, Colony OED Investments, LLC, an affiliate of the Company, entered into an investment agreement with Mr. Barrack. Pursuant to the investment agreement, the Company invested $26.0 million in a newly formed investment company owned by Mr. Barrack (the “Venture”) which entitles the Company to a portion of carried interest payable to Mr. Barrack from the Venture. Following subsequent events which significantly reduced the likelihood that fundraising by the Venture will sufficiently support its value, the Company determined that its investment would likely not be recoverable and wrote off its investment as of June 30, 2021. Pursuant to the investment agreement, the Company fully released Mr. Barrack from the covenants and restrictions regarding Mr. Barrack’s personal and outside activities, non-solicit and non-competition agreements under his restrictive covenant agreement with the Company. An affiliate of the Company entered into a consulting agreement with each of Craig M. Hatkoff and Raymond C. Mikulich, effective on May 4, 2021, pursuant to which Messrs. Hatkoff and Mikulich provided certain advisory services to the Company. The consulting agreements were terminated, with such termination effective May 4, 2022. For the services provided under the consulting agreements, the Company paid each of Messrs. Hatkoff and Mikulich cash consideration of $100,000 per year and equity consideration (in the form of the Company’s Class A common stock) of $160,000. Advancement of Expenses Effective April 1, 2021, Mr. Barrack ceased to serve as an officer of the Company and became a non-executive member of the Board and in July 2021, resigned as a member of the Company’s Board of Directors. In October 2021, the Company entered into an Agreement Regarding Advancement of Certain Expenses (“Advancement Agreement”) with Mr. Barrack, which is generally consistent with the Company’s obligations and Mr. Barrack’s rights regarding advancement of expenses under the terms of a January 2017 Indemnification Agreement between the Company and Mr. Barrack, and under the Company’s Bylaws. The Advancement Agreement (a) memorializes the parties’ disagreement as to the Company’s obligations and Mr. Barrack’s rights under the earlier Indemnification Agreement and the Bylaws, and (b) obligates Mr. Barrack to reimburse the Company for such advanced expenses under certain circumstances. Through December 31, 2021, the Company has expensed $5.6 million of such advances pursuant to the Advancement Agreement. 74 | DIGITALBRIDGE 2022 PROXY STATEMENT

In preparation of the Company’s proxy statement, each director and executive officer completes a director and officer questionnaire, which requires disclosure of any transactions with us in which the director or executive officer or any member of his or her immediate family, has an interest. The Company’s chief compliance officer reviews the questionnaires to determine if there are any related party transactions that need to be disclosed to our Audit Committee.

8229-2_8229-1_page_78.jpgFREQUENTLY ASKED QUESTIONS AND ANSWERS Questions and Answers about the 2022 Annual Meeting and Voting What is a proxy? A proxy is your legal designation of another person to vote on your behalf. By completing and returning the enclosed proxy card, you are giving each of the persons named in the proxy card, Jacky Wu and Ronald M. Sanders, the authority to vote your shares in the manner you indicate on your proxy card. If you sign and return a proxy card without indicating how you want your shares to be voted, the persons named as proxies will vote your shares in accordance with the Board’s recommendations on each proposal. Who is qualified to vote? You are qualified to vote on all matters presented to the stockholders at the meeting if you own shares of our Class A common stock, par value $0.01 per share, or our Class B common stock, par value $0.01 per share, at the close of business on March 15, 2022, the record date for the 2022 Annual Meeting. How many shares may vote at the meeting? On March 15, 2022, there were approximately 597,161,768 shares of Class A common stock outstanding and eligible to vote and 665,978 shares of Class B common stock outstanding and eligible to vote. Each Class A common share is entitled to one vote and each Class B common share is entitled to 36.5 votes. As a result, we expect that a total of 621,469,965 votes will be entitled to be cast (which we refer to in this Proxy Statement as the “voting shares”) on all matters presented to stockholders at the meeting. How many shares must be present to hold the meeting? The presence at the 2022 Annual Meeting in person or by proxy of stockholders entitled to cast a majority of all the votes entitled to be cast at the meeting will constitute a quorum for the transaction of business. Abstentions and broker non-votes, if any, will be counted as present at the meeting for the purpose of determining a quorum. A broker non-vote occurs with respect to a proposal when a broker, trustee, or other nominee has discretionary authority to vote on one or more proposals to be voted on at a meeting of stockholders but is not permitted to vote on other proposals without instructions from the beneficial owner and the beneficial owner fails to provide the nominee with such instructions. If a quorum is not present, the 2022 Annual Meeting may be adjourned by the chairman of the meeting to a time and date not more than 120 days after the original record date without notice other than announcement at the meeting. What is the difference between a “stockholder of record” and a “street name” holder? These terms describe how your shares are held. If your shares are registered directly in your name with American Stock Transfer & Trust Company, LLC, our transfer agent, you are a “stockholder of record.” If your shares are held in the name of a brokerage, bank, trust or other nominee as a custodian, you are a “street name” holder. DIGITALBRIDGE 2022 PROXY STATEMENT | 75

Pursuant to our Audit Committee’s charter, in addition to conducting a review of all related party transactions in accordance with the Related Party Transaction Policy, the Audit Committee must review the Related Party Transaction Policy periodically and reports the results of such reviews to Board.

8229-2_8229-1_page_79.jpgFREQUENTLY ASKED QUESTIONS AND ANSWERS How do I vote my shares? If you are a “stockholder of record,” you have several choices. You can vote your shares by proxy: n Via the Internet; n By telephone; or n By mailing your proxy card. Please refer to the specific instructions set forth on the enclosed printed proxy card or voting instruction form. For security reasons, our electronic voting system has been designed to authenticate your identity as a stockholder. As such, please have readily available the control number provided to you on your proxy form when voting via the Internet or by telephone. If you hold your shares in “street name,” your broker/bank/trustee/nominee will provide you with materials and instructions for voting your shares. Can I vote my shares in person at the meeting? If you are a “stockholder of record,” you may vote your shares in person at the virtual meeting by visiting https://web.lumiagm.com/286413441; passcode: digitalbridge2022 (unique 11-digit control number required). To vote, you will need your control number included in your proxy materials, on your proxy card, or on the instructions that accompanied your proxy materials. Please note that even if you plan to virtually attend the 2022 Annual Meeting, we encourage you to submit a proxy in advance to ensure your shares are represented. Your voting in person (virtually) at the 2022 Annual Meeting will automatically result in the revocation of any previously submitted proxy. If you hold your shares in “street name,” you must obtain a legal proxy from your broker, bank, trustee or nominee, giving you the right to vote the shares at the meeting, and you will be assigned a virtual control number in order to vote your shares during the 2022 Annual Meeting. What are the Board’s recommendations on how I should vote my shares? The Board recommends that you vote your shares as follows: n Proposal 1: FOR all of the nominees for election as directors named on the enclosed proxy card. n Proposal 2: FOR the advisory vote to approve executive compensation. n Proposal 3: FOR the proposal to ratify the appointment of Ernst & Young LLP as our independent registered public accounting firm (independent auditors) for the year ending December 31, 2022. What are broker non-votes and how will they affect voting? Under applicable NYSE rules, brokers holding shares of our Class A common stock for beneficial owners in nominee or “street name” must vote those shares according to the specific instructions they receive from the beneficial owners. However, brokers or nominees holding shares for a beneficial owner who do not receive voting instructions from the beneficial owner may not under the NYSE’s rules have discretionary voting power on non-routine matters. In these cases, if no specific voting instructions are provided by the beneficial owner, the broker may not vote on non-routine proposals. This results in what is known as a “broker non-vote.” Broker non-votes may arise in the context of voting for the election of directors and on the proposal to approve executive compensation as described in this proxy statement, because such proposals are considered non-routine matters. Unless specific voting instructions are provided by the beneficial owner, the broker will be unable to vote for the election of directors and on the proposal to approve executive compensation. Accordingly, we urge stockholders who hold their shares through a broker or other nominee to provide voting instructions so that your shares of common stock may be voted on these proposals. The ratification of the appointment of Ernst & Young LLP as our independent registered public accounting firm for the year ending December 31, 2022 is a matter considered routine under applicable 76 | DIGITALBRIDGE 2022 PROXY STATEMENT

Arrangements with Company-Sponsored Private Fund

8229-2_8229-1_page_80.jpgFREQUENTLY ASKED QUESTIONS AND ANSWERS NYSE rules. A broker or other nominee may generally vote on routine matters and, therefore, no broker non-votes are expected to exist in connection with this proposal. Broker non-votes will not be counted as votes cast and, as a result, will have no impact on the outcome of the election of directors or the advisory vote to approve executive compensation. If you provide specific instructions with regard to certain items, your shares will be voted as you instruct on such items. If you vote by proxy card and sign the proxy card without giving specific instructions, your shares will be voted in accordance with the recommendations of the Board (FOR all of our nominees to the Board, FOR the approval on a non-binding, advisory basis, compensation of our named executive officers, and FOR ratification of the appointment of our independent registered public accounting firm). What vote is required to approve each proposal? To approve each of the proposals, the following votes are required from the holders of voting shares. Proposal Number Impact of Abstentions and Broker Non-Votes, if Any Subject Vote Required elected by a majority of the votes be counted as votes cast and will have Advisory Vote to Approve This proposal is advisory and not Abstentions/broker non-votes will not Ratification of Appointment A majority of the votes cast. Abstentions will not be counted as Why did I receive more than one Notice or proxy card? You will receive multiple Notices or proxy cards if you hold your shares in different ways (e.g., joint tenancy, trusts, custodial accounts) or in multiple accounts. If your shares are held by a broker (i.e., in “street name”), you will receive your proxy card or other voting information from your broker, and you will return your proxy card(s) to your broker. You should vote on and sign each proxy card you receive. Can I change my vote after I have mailed in my proxy card? If you are a “stockholder of record,” you may revoke your proxy by doing one of the following: n By authorizing a new proxy via telephone or Internet and submitting it so that it is received by 11:59 p.m. (Eastern Time) on May 3, 2022; n By sending written notice of revocation to our Chief Legal Officer and Secretary at 750 Park of Commerce Drive, Suite 210, Boca Raton, FL 33487, which notice must be received by 5:00 p.m. (Eastern Time) on May 3, 2022; n By signing a later-dated proxy card and submitting it to our Chief Legal Officer and Secretary at 750 Park of Commerce Drive, Suite 210, Boca Raton, FL 33487, so that it is received by 5:00 p.m. (Eastern Time) on May 3, 2022; or n By attending the meeting and voting your shares in person. DIGITALBRIDGE 2022 PROXY STATEMENT | 77 1 Election of DirectorsEach director nominee will beAbstentions/broker non-votes will not cast. no impact on the outcome. Stockholders may not cumulate votes. 2 Executive Compensationbinding. We will considerbe counted as votes cast and will have stockholders to have approved theno impact on the outcome. proposal if it is approved by a majority of the votes cast. 3 of Independent Auditorsvotes cast and will have no impact on the outcome.

The Company co-invests alongside Company sponsored private funds through joint ventures between the Company and the sponsored private fund. These co-investment joint ventures are consolidated by the Company. The Company has capital commitments, as general partner, directly into the private fund and as an affiliate of the general partner, capital commitments satisfied through co-investment joint ventures. In connection with the Company’s commitments as an affiliate of the general partner, the Company is allocated a proportionate share of the costs of the private fund such as financing and administrative costs. Such costs expensed during the year ended December 31, 2018 were immaterial and they relate primarily to the Company’s share of deferred financing costs on borrowings of the fund.

8229-2_8229-1_page_81.jpgFREQUENTLY ASKED QUESTIONS AND ANSWERS If you require assistance in changing or revoking your proxy, please contact the Company’s proxy solicitor: D.F. King & Co., Inc. 48 Wall Street, 22nd Floor New York, NY 10005 Banks and Brokers Call Collect: (212) 269-5550 All Others Call Toll-Free: (866) 342-4882 Email: DBRG@dfking.com What happens if additional matters are presented at the 2022 Annual Meeting? We know of no other matters other than the items of business described in this Proxy Statement that can be considered at the 2022 Annual Meeting. If other matters requiring a vote do properly come before the 2022 Annual Meeting, any proxies received by us will be voted in the discretion of the proxy holders. Who will count the votes? A representative of American Stock Transfer & Trust Company, LLC will be present at the meeting to count the votes and act as the independent inspector of election. We will publish the voting results in a filing with the SEC by the fourth business day after the 2022 Annual Meeting. Who pays the cost of this proxy solicitation? As this proxy solicitation is by and on behalf of the Board of Directors, the Company will pay the cost of preparing, assembling and mailing the proxy materials. We will also request banks, brokers and other holders of record to send the proxy materials to, and obtain proxies from, beneficial owners and will reimburse them for their reasonable expenses in doing so. The Company has retained D.F. King to provide proxy solicitation services. Under our agreement with D.F. King, D.F. King will receive a fee of up to $12,500 plus the reimbursement of reasonable expenses. D.F. King will solicit proxies by mail, telephone, facsimile or email. Is this proxy statement the only way that proxies are being solicited? Certain officers, directors, employees or other representatives of the Company may also solicit proxies by telephone, facsimile, e-mail or personal contact. They will not be specifically compensated for doing so. Attend Our 2022 Annual Meeting of Stockholders Date and Time Location Record Date The 2022 Annual Meeting will be held on Tuesday, May 4, 2022 commencing at 11:00 a.m. Eastern Time. The 2022 Annual Meeting will be held in a virtual meeting format only and can be accessed online at https://web.lumiagm.com/286413441. There is no physical location for the 2022 Annual Meeting. 78 | DIGITALBRIDGE 2022 PROXY STATEMENT May 4, 2022, https://web.lumiagm.com/286413441 March 15, 2022 at 11:00 a.m., Eastern Time

Investment in Managed Investment Vehicles

8229-2_8229-1_page_82.jpgFREQUENTLY ASKED QUESTIONS AND ANSWERS To attend and participate in the virtual Annual Meeting, please visit https://web.lumiagm.com/286413441. Click on “I have a control number” enter the control number found on your notice of meeting or proxy card you previously received and enter the password digitalbridge2022 (the password is case sensitive). You will be able to submit questions during the meeting via live audio webcast. During the Annual Meeting, we will attempt to answer as many questions submitted by stockholders as time permits. We reserve the right to exclude questions regarding topics that are not pertinent to meeting matters or company business. Additionally, if we receive substantially similar questions, we may group such questions together and provide a single response for efficiency and to avoid repetition. If your shares are held in “street name” through a broker, bank or other nominee, in order to participate in the live webcast of the Annual Meeting you must first obtain a legal proxy from your bank, broker or other nominee reflecting the number of shares you held as of the record date for the 2022 Annual Meeting, your name and email address. You must then submit a request for registration to American Stock Transfer & Trust Company, LLC: (1) (2) (3) by email to proxy@astfinancial.com; by facsimile to 718-765-8730; or by mail to American Stock Transfer & Trust Company, LLC, Attn: Proxy Tabulation Department, 6201 15th Avenue, Brooklyn, NY 11219. Requests for registration must be labeled as “Legal Proxy” and be received by American Stock Transfer & Trust Company, LLC by no later than 5:00 p.m. Eastern Standard Time on April 27, 2022. Online access to the webcast will open 30 minutes prior to the start of the 2022 Annual Meeting to allow time for you to log-in and test your device. We encourage you to access the website in advance of the designated start time. DIGITALBRIDGE 2022 PROXY STATEMENT | 79

Subject to the Company’s related party policies and procedures, senior management, investment professionals and certain other employees may participate on a discretionary basis in investment vehicles managed by the Company, either directly or indirectly through co-investment vehicles. These investments are generally not subject to management fees and incentive fees, but otherwise bear their proportionate share of other operating expenses of the investment vehicles. At December 31, 2018, there was $5.7 million of such investments in a consolidated fund of the Company, reflected in redeemable noncontrolling interests on the consolidated balance sheet, and their share of net income, included in net income attributable to redeemable noncontrolling interests on the consolidated statement of operations, was $0.4 million for the year ended December 31, 2018.

8229-2_8229-1_page_83.jpgOTHER INFORMATION Stockholder Proposals and Director Nominations for 2023 Proposals received from stockholders in accordance with Rule 14a-8 under the Exchange Act are eligible for consideration for inclusion in the proxy statement for the 2023 annual meeting of stockholders if they are received at our principal executive office, on or before December 2, 2022. In addition to satisfying the advance notice requirements under our bylaws, to comply with the universal proxy rules under the Securities Exchange Act of 1934, as amended, stockholders who intend to solicit proxies in support of director nominees other than the Company’s nominees must provide notice that sets forth the information required by Rule 14a-19 under the Securities Exchange Act of 1934, as amended, no later than March 5, 2023. Proposals received from stockholders submitted outside of Rule 14a-8 under the Exchange Act or for a director nomination must comply with the advance notice and other requirements set forth in our bylaws in order to be presented at an annual meeting. These requirements currently include, in part, the requirement that any such proposal or nomination must, with certain exceptions if the date of the 2023 annual meeting of stockholders is advanced or delayed more than 30 days from the first anniversary of the date of this year’s annual meeting, be submitted to the Secretary of the Company at our principal executive office at least 120 and not more than 150 days prior to the first anniversary of the date of this year’s Proxy Statement (or between November 2, 2022 and 5:00 p.m., Eastern Time, on December 2, 2022, based on the date of this year’s Proxy Statement, as defined in our bylaws, of April 1, 2022). Annual Report A copy of our Annual Report to Stockholders for the fiscal year ended December 31, 2021 is being mailed with these proxy materials to stockholders entitled to vote at the annual meeting. In addition, a copy of our Annual Report on Form 10-K for the year ended December 31, 2021, will be sent to any stockholder without charge (except for exhibits, if requested, for which a reasonable fee will be charged), upon written request to: DigitalBridge Group, Inc., Attn: Chief Legal Officer and Secretary. 750 Park of Commerce Drive, Suite 210, Boca Raton, FL 33487 If you would like to receive future stockholder communications via the Internet exclusively, and no longer receive any material by mail, please visit http://www.astfinancial.com and click on “Login” to enroll. Please enter your account number and tax identification number to log in, then select “Receive Company Mailings via E-Mail” and provide your e-mail address. 80 | DIGITALBRIDGE 2022 PROXY STATEMENT

Incentive Fee Allocations

8229-2_8229-1_page_84.jpgOTHER INFORMATION Where You Can Find More Information We make available free of charge through our website at www.digitalbridge.com under the heading “Shareholders—SEC Filings” the periodic reports and other information we file with the SEC, as required by the Exchange Act. Copies may also be accessed electronically by means of the SEC home page on the Internet, at www.sec.gov. Eliminating Duplicate Mailings If you share an address with one or more other stockholders, you may have received notification that you will receive only a single copy of the Annual Report for your entire household unless you or another stockholder at that address notifies our transfer agent that they wish to continue receiving individual copies. This practice, known as “householding,” is designed to reduce printing and mailing costs. If you wish to receive free of charge a separate Annual Report this year or in the future, or if you are receiving multiple copies at your address and would like to enroll in “householding,” please contact our transfer agent, American Stock Transfer & Trust Company, LLC, our transfer agent, at 1-800-937-5449. If you own your shares in “street name,” please contact your broker, bank, trustee or other intermediary to make your request. Incorporation by Reference In our filings with the SEC, information is sometimes “incorporated by reference.” This means that we are referring you to information that has previously been filed with the SEC and the information should be considered as part of the particular filing. As provided under SEC regulations, the “Audit Committee Report” and the “Compensation Committee Report” contained in this Proxy Statement specifically are not incorporated by reference into any other filings with the SEC. In addition, this Proxy Statement includes several website addresses. These website addresses are intended to provide inactive, textual references only. The information on or accessible through these websites is not part of this Proxy Statement. Non-GAAP Financial Measures and Certain Other Definitions We refer to non-GAAP financial measures and certain other metrics within this Proxy Statement. The below provides definitions for these measures and metrics. Throughout this proxy statement, consolidated figures represent the interest of both the Company (and its subsidiary DigitalBridge Operating Company, LLC or the “DBRG OP”) and noncontrolling interests. Figures labeled as DBRG OP share represent the Company’s pro-rata share. DIGITALBRIDGE 2022 PROXY STATEMENT | 81

The Company may earn incentive fees from its managed private funds, traded and non-traded REITs and investment companies. Incentive fees are determined based on the performance of the investment vehicles subject to the achievement of minimum return hurdles in accordance with the terms set out in the respective governing agreements. A portion of the incentive fees earned by the Company is allocated to senior management, investment professionals and certain other employees of the Company, generally at 50%, consistent with market terms. In March 2018, our executive officers were allocated an aggregate of 24.7%, 8.4% and 8.4% of the carried interest earned from Colony Distressed Credit Fund IV, L.P., ColFin Cobalt Partnership, L.P. and the 2018 Colony Industrial Fund, L.P. carried interest pool, respectively, each a fund managed by an affiliate of the Company. In January 2019, our executive officers were allocated an aggregate of 41.4% of the carried interest earned or to be earned from various funds, co-investment vehicles and NRE, all managed by affiliates of the Company.

8229-2_8229-1_page_85.jpgOTHER INFORMATION Fee-earning equity under management (FEEUM) Equity for which the Company and its affiliates provides investment management services and derives management fees and/or performance allocations. FEEUM generally represents the basis used to derive fees, which may be based on invested equity, stockholders’ equity, or fair value pursuant to the terms of each underlying investment management agreement. The Company's calculations of FEEUM may differ materially from the calculations of other asset managers, and as a result, this measure may not be comparable to similar measures presented by other asset managers. Digital operating earnings before interest, taxes, depreciation and amortization for real estate (EBITDAre) and adjusted EBITDA The Company calculates EBITDAre in accordance with the standards established by the National Association of Real Estate Investment Trusts, which defines EBITDAre as net income or loss calculated in accordance with GAAP, excluding interest, taxes, depreciation and amortization, gains or losses from the sale of depreciated property, and impairment of depreciated property. The Company calculates Adjusted EBITDA by adjusting EBITDAre for the effects of straight-line rental income/expense adjustments and amortization of acquired above-and below-market lease adjustments to rental income, revenues and corresponding costs related to the delivery of installation services, equity-based compensation expense, restructuring and transaction related costs, the impact of other impairment charges, gains or losses from sales of undepreciated land, gains or losses from foreign currency remeasurements, and gains or losses on early extinguishment of debt and hedging instruments. The Company uses EBITDAre and Adjusted EBITDA as supplemental measures of our performance because they eliminate depreciation, amortization, and the impact of the capital structure from its operating results. EBITDAre represents a widely known supplemental measure of performance, EBITDA, but for real estate entities, which we believe is particularly helpful for generalist investors in REITs. EBITDAre depicts the operating performance of a real estate business independent of its capital structure, leverage and non-cash items, which allows for comparability across real estate entities with different capital structure, tax rates and depreciation or amortization policies. Additionally, exclusion of gains on disposition and impairment of depreciated real estate, similar to FFO, also provides a reflection of ongoing operating performance and allows for period-over-period comparability. However, because EBITDAre and Adjusted EBITDA are calculated before recurring cash charges including interest expense and taxes and are not adjusted for capital expenditures or other recurring cash requirements, their utilization as a cash flow measurement is limited. Digital investment management fee related earnings (Digital IM FRE or FRE) The Company calculates FRE for its investment management business within the digital segment as base management fees, other service fee income, and other income inclusive of cost reimbursements, less compensation expense excluding equity-based compensation, carried interest and incentive compensation, administrative expenses (excluding fund raising placement agent fee expenses), and other operating expenses related to the investment management business. The Company uses FRE as a supplemental performance measure as it may provide additional insight into the profitability of the overall digital investment management business. 82 | DIGITALBRIDGE 2022 PROXY STATEMENT

Employees

8229-2_8229-1_page_86.jpgOTHER INFORMATION NON-GAAP FINANCIAL MEASURES—RECONCILIATIONS FY 2021 ($ in thousands) DIGITALBRIDGE 2022 PROXY STATEMENT | 83 Digital IM net income (loss)90,915 Adjustments: Interest income4,748 Investment and servicing expense20 Depreciation and amortization29,380 Compensation expense—equity-based12,570 Compensation expense—carried interest and incentive65,890 Administrative expenses—straight-line rent197 Administrative expenses—placement agent fee10,967 Incentive/performance fee income(11,522) Equity method (earnings) losses (101,812) Other (gain) loss, net(797) Income tax (benefit) expense7,184 Digital IM FRE107,740 DBRG OP share of Digital IM FRE / Adjusted EBITDA71,322 Digital Operating net income (loss) from continuing operations(230,841) Adjustments:0 Interest expense125,388 Income tax (benefit) expense(79,075) Depreciation and amortization495,341 EBITDAre:310,813 Straight-line rent expenses and amortization of above-and below-market lease intangibles355 Compensation expense—equity-based2,842 Installation services(505) Transaction, restructuring & integration costs 14,899 Other gain/loss, net1,290 Digital Operating Adjusted EBITDA329,694 DBRG OP share of Digital Operating Adjusted EBITDA55,560

Jodi Pitts, the daughter of Mr. Barrack, our Executive Chairman and Chief Executive Officer, has been employed since 2000 and is expected to continue to be employed at our company. Ms. Pitts is responsible for managing investor conferences and other investor relations functions. Gavin Hedstrom, the son of Mr. Hedstrom, our Executive Vice President, Chief Financial Officer

ANNUAL MEETING OF STOCKHOLDERS OF DIGITALBRIDGE GROUP, INC. May 4, 2022 THE BOARD OF DIRECTORS RECOMMEND A VOTE “FOR” ALL DIRECTOR NOMINEES IN PROPOSAL 1 AND "FOR" PROPOSALS 2 AND 3. PLEASE SIGN, DATE AND RETURN PROMPTLY IN THE ENCLOSED ENVELOPE. PLEASE MARK YOUR VOTE IN BLUE OR BLACK INK AS SHOWN HERE x 00003333333333300000 2 050422 THIS PROXY WHEN PROPERLY EXECUTED WILL BE VOTED IN THE MANNER DIRECTED HEREIN. IF NO DIRECTION IS MADE THIS PROXY WILL BE VOTED “FOR” ALL NOMINEES IN PROPOSAL 1 AND “FOR” PROPOSALS 2 AND 3. 1. To elect nine directors from the nominees named in the proxy statement to serve oneyear terms expiring at the 2023 annual meeting of stockholders. Sháka Rasheed J. Braxton Carter Gregory J. McCray Jeannie H. Diefenderfer Marc C. Ganzi Dale Anne Reiss Jon A. Fosheim Nancy A. Curtin John L. Steffens 2. To approve an ad visory proposal reg ard ing t he c ompensatio n paid to Digi talBridge Group, Inc.’s named e xecutive offi cers. 3. To ratify t he appointment of Ernst & Young LLP as independent public auditor for the fiscal year endi ng December 31, 2022. 4. In their d iscretion, the proxies are au thorized to vote up on such other busin ess as m ay properly come before the meeting. FOR AGAINST ABSTAIN INTERNET - Access “www.voteproxy.com” and follow the on-screen instructions or scan the QR code with your smartphone. Have your proxy card available when you access the web page. TELEPHONE - Call toll-free 1-800-PROXIES (1-800-776-9437) in the United States or 1-718-921-8500 from foreign countries and follow the instructions. Have your proxy card available when you call. Vote online/phone until 11:59 PM EST the day before the meeting. MAIL - Sign, date and mail your proxy card in the envelope provided as soon as possible. VIRTUALLY AT THE MEETING - The company will be hosting the meeting live via the Internet this year. To attend the meeting via the Internet, please visit https://web.lumiagm.com/286413441; passcode: digitalbridge2022 and be sure to have your control number available. GO GREEN - e-Consent makes it easy to go paperless. With e-Consent, you can quickly access your proxy materials, statements and other eligible documents online, while reducing costs, clutter and paper waste. Enroll today via www.astfinancial.com to enjoy online access. 22-8229-2 C2.1 P3


ENDIX A: OXY CARD ANNUAL MEETING OF STOCKHOLDERS OF digitalbridge group, inc. May 4, 2022 IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE MEETING OF STOCKHOLDERS TO BE HELD ON MAY 4, 2022. The Notice of Meeting, Proxy Statement and Annual Report are available at http://www.astproxyportal.com/ast/21248 Please sign, date and mail your proxy card in the envelope provided as soon as possible. f Please detach along perforated line and mail in the envelope provided. f • 00003333333333300000 2 050422 1. To elect nine directors from the nominees named in the proxy statement to serve one- year terms expiring at the 2023 annual meeting of stockholders. FOR AGAINST ABSTAIN DOD DOD DOD DOD DOD DOD DOD DOD Shaka Rasheed J. Braxton Carter Gregory J. McCray Jeannie H. Diefenderier Marc C. Ganzi Dale Anne Reiss Jon A. Fosheim Nancy A. Curtin DOD John l. Steffens 2 To approve an advisory proposal regarding the compensation paid to OigitaiBridge DOD Group, Inc.'s named executive officers. 3. To ratify the appointment of Ernst & Young LLP as independent public audi tor for DOD the fiscal year ending December 31, 2022. 4. In their discretion, the proxies are authorized to vote upon such other business as may properly come before the meeting. D dicate your new address in the address space above. Please note that L-.,....,.,.,..,..,-_J Signature of Stockholder c_,.-,-----,---,--:.,-;-:;--,.--,---' Date: C.,.,...,.,--,-,...,.,,---_J nature of Stockholder '-;;---------,..,-;;---,;;;' Note: Please sign exactly as your name or names appear on this Proxy. When shares are held jointly, each holder should sign. When signing as executor, administrator, attorney, trustee or guardian, please give full title as such. If the signer is a corporation, please sign full corporate name by duly authorized officer, giving full title as such. !f signer is a partnership, please sign in partnership name by authorized person. • IS PROXY WHEN PROPERLY EXECUTED WILL BE VOTED IN THE MANNER DIRECTED REIN. IF NO DIRECTION IS MADE THIS PROXY WILL BE VOTED "FOR" ALL NOMINEES PROPOSAL 1 AND "FOR" PROPOSALS 2 AND 3. change the address on your account, please check the box at right and anges to the registered name(s) on the account may not be submitted via s method.

• 0 DIGITALBRIDGE GROUP, INC. Proxy for Annual Meeting of Stockholders on May 4, 2022 Solicited on Behalf of the Board of Directors The undersigned hereby appoints Jacky Wu and Ronald M. Sanders, and each of them, with full power of substitution and power to act alone, as proxies to vote all the shares of common stock which the undersigned would be entitled to vote if personally present and acting at the Annual Meeting of Stockholders of DigitalBridge Group, Inc., to be held virtually at https://web.lumiagm.com/286413441; passcode: digitalbridge2022 (unique 11-digit control number required) on May 4, 2022 at 11:00 A.M. Eastern Time, and at any adjournments or postponements thereof, and at the discretion of the proxies on any other matters that may properly come before the meeting. If specific voting instructions are not provided and the signed card is returned, the proxies will vote in accordance with the Board of Directors recommendations listed on the reverse side. (Continued and to be signed on the reverse side.) 14475 • 1-1

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Chief Operating Officer, has been employed since 2011 and is expected to continue to be employed as an associate in the finance & accounting department at our company. Neither Ms. Pitts nor Gavin Hedstrom was paid more than $250,000 by the Company as compensation for 2018, including salary and bonus compensation.
Certain of the Company’s employees (including an independent contractor) may from time to time provide services to Mr. Barrack’s family business. Mr. Barrack pays for a portion of the cash compensation paid by the Company, including a pro rata portion of overhead costs, to such employees based on an allocation of time spent on Mr. Barrack’s family business. These payments by Mr. Barrack to the Company amounted to approximately $900,000 for the year ended December 31, 2018.
Corporate Aircraft
In January 2019, the Company, through its subsidiary, Colony Capital Advisors, LLC, has entered into an amended and restated time sharing agreement with Thomas J. Barrack, Jr., the Company's Executive Chairman and Chief Executive Officer, under which Mr. Barrack may use the Company’s aircraft for personal travel. Under this arrangement, Mr. Barrack pays the Company for personal usage based on the incremental cost to the Company, including direct and indirect variable costs, but in no case more than the maximum reimbursement permitted by the Federal Aviation Regulations under the agreement. Mr. Barrack reimbursed the Company $0.7 million for personal flights taken during the year ended December 31, 2018.
Indemnification Agreements
We have entered into indemnification agreements with each of our executive officers and directors that obligate us to indemnify them to the maximum extent permitted by Maryland law. The form of indemnification agreement provides that if a director or executive officer is a party or is threatened to be made a party to any proceeding by reason of such director’s or executive officer’s status as our director, officer or employee, we must indemnify such director or executive officer for all expenses and liabilities actually and reasonably incurred by him or her, or on his or her behalf, unless it has been established that:
the act or omission of the director or executive officer was material to the matter giving rise to the proceeding and was committed in bad faith or was the result of active and deliberate dishonesty;
the director or executive officer actually received an improper personal benefit in money, property or services; or
with respect to any criminal action or proceeding, the director or executive officer had reasonable cause to believe that his or her conduct was unlawful;
provided, however, that we will (i) have no obligation to indemnify such director or executive officer for a proceeding by or in the right of our Company, for expenses and liabilities actually and reasonably incurred by him or her, or on his or her behalf, if it has been adjudged that such director or executive officer is liable to us with respect to such proceeding and (ii) have no obligation to indemnify or advance expenses of such director or executive officer for a proceeding brought by such director or executive officer against the Company, except for a proceeding brought to enforce indemnification under Section 2-418 of the MGCL or as otherwise provided by our charter or bylaws, a resolution of the Board of Directors or an agreement approved by the Board of Directors.




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OTHER MATTERS
Section 16(a) Beneficial Ownership Reporting Compliance
Section 16(a) of the Exchange Act requires that our executive officers and directors, and persons who own more than 10% of a registered class of our equity securities, file reports of ownership and changes in ownership on Forms 3, 4 and 5 with the SEC and the NYSE. Executive officers, directors and greater than 10% stockholders are required by the SEC to furnish us with copies of all Forms 3, 4 and 5 that they file.
Based on our review of the copies of such forms, and/or on written representations from the reporting persons that they were not required to file a Form 5 for the fiscal year, we believe that our executive officers, directors and greater than 10% stockholders complied with all Section 16(a) filing requirements applicable to them with respect to transactions during 2018.
Other Matters to Come Before the 2019 Annual Meeting
No other matters are to be presented for action at the annual meeting other than as set forth in this proxy statement. If other matters properly come before the meeting, however, the persons named in the accompanying proxy will vote all proxies solicited by this proxy statement as recommended by our Board of Directors, or, if no such recommendation is given, in their own discretion.
Stockholders Proposals and Nominations for the 2020 Annual Meeting
Any stockholder proposal pursuant to Rule 14a-8 of the rules promulgated under the Exchange Act, to be considered for inclusion in our proxy materials for the next annual meeting of stockholders must be received at our principal executive offices no later than November 29, 2019.
In addition, any stockholder who wishes to propose a nominee to the Board of Directors or propose any other business to be considered by the stockholders (other than a stockholder proposal included in our proxy materials pursuant to Rule 14a-8 of the rules promulgated under the Exchange Act) must comply with the advance notice provisions and other requirements of Article II, Section 11 of our bylaws, which are on file with the SEC and may be obtained from us upon request. These notice provisions require that nominations of persons for election to the Board of Directors and the proposal of business to be considered by the stockholders for the 2020 annual meeting must be received no earlier than October 30, 2019 and no later than November 29, 2019.
Householding of Proxy Materials
If you and other residents at your mailing address own common stock in street name, your broker or bank may have sent you a notice that your household will receive only one annual report and proxy statement for each company in which you hold shares through that broker or bank. This practice of sending only one copy of proxy materials is known as “householding.” If you did not respond that you did not want to participate in householding, you were deemed to have consented to the process. If the foregoing procedures apply to you, your broker has sent one copy of our annual report and proxy to your address. You may revoke your consent to householding at any time by sending your name, the name of your brokerage firm and your account number to Broadridge Financial Solutions Inc., 51 Mercedes Way, Edgewood, NY 11717. In any event, if you did not receive an individual copy of this proxy statement or our annual report, we will send a copy to you if you address your written request to Colony Capital, Inc., 515 S. Flower St., 44th Floor, Los Angeles, CA 90071, Attention: Investor Relations, or telephone call to +1 (310) 282-8820. If you are receiving multiple copies of our annual report and proxy statement, you can request householding by contacting us in the same manner.
Additional Copies of Materials
Additional copies of this proxy statement, our annual report to stockholders or our Annual Report on Form 10-K for the year ended December 31, 2018 will be furnished without charge upon written request to: Colony Capital, Inc., 515 S. Flower St., 44th Floor, Los Angeles, CA 90071, Attn: Chief Legal Officer and Secretary. If requested by eligible stockholders, we will provide copies of exhibits to our Annual Report on Form 10-K for the year ended December 31, 2018 for a reasonable fee.


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