
~~(1)~~	~~Ages as of March 28, 2019~~

~~Thomas J. Barrack, Jr.~~ ~~is the Founder, Executive Chairman and Chief Executive Officer~~PROPOSAL NO. 1: Election 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

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Directors

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~~



~~Name~~	~~Age~~ ⁽¹⁾	~~Title~~
Thomas J. Barrack, Jr.	71	Founder, Executive Chairman and Chief Executive Officer of Colony Capital Director since 2009 Age: 72	Experience • Founded the Colony Capital business in 1991 • Principal with the Robert M. Bass Group, the principal investment vehicle of the Fort Worth, Texas investor Robert M. Bass • Served in the Reagan administration as Deputy Undersecretary of the Department of the Interior Qualifications, Attributes and Skills • Significant vision and understanding of our Company’s strategies and future direction • 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 • 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 Other Public Company Board Experience • First Republic Bank (June 2010 to February 2020) • Colony Starwood Homes (Co-chairman, January 2016 to June 2017) • Carrefour S.A. (January 2014 to May 2016) • Accor, S.A. (January 2006 to April 2013) • Challenger Financial Services Group Limited (November 2007 to October 2010) • Continental Airlines, Inc. (August 1994 to September 2007; Member of Corporate Governance Committee, Executive Committee and Human Resources Committee) Other Positions/Recognitions • Awarded France’s Chevalier de la Légion d’honneur by French president Nicolas Sarkozy in 2010 • Board of Trustees at the University of Southern California Education • Bachelor of Arts, University of Southern California • Juris Doctor, University of San Diego Law School (with prior attendance at University of Southern California Law School) • Recipient of an Honorary Doctorate of Jurisprudence degree from Pepperdine University
~~Darren J. Tangen~~

48		~~President~~
~~Mark M. Hedstrom~~	60		~~Executive Vice President, Chief Financial Officer, Chief Operating Officer and Treasurer~~
~~Ronald M. Sanders~~	55		~~Executive Vice President, Chief Legal Officer and Secretary~~
~~Kevin P. Traenkle~~	49		~~Executive Vice President and Chief Investment Officer~~
~~Neale W. Redington~~	52		~~Managing Director and Chief Accounting Officer~~

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PROPOSAL NO. 1: Election of Directors



⁽¹⁾ Douglas Crocker II Managing Partner of DC Partners LLC Independent Director since 2017 Age: 79 Committee Memberships: Audit Committee, Risk Committee	~~Ages~~ Experience • Managing Partner of DC Partners LLC since 2013 �� Chairman of Pearlmark Multifamily Partners, L.L.C., formerly known as Transwestern Multifamily Partners, L.L.C.) from 2006 to 2013 • Chief Executive Officer of ~~March 28, 2019~~Equity Residential, a multi-family residential REIT, from 1992 to 2002 Qualifications, Attributes and Skills • Successful, well-respected and recognized leader with more than 40 years of experience in the real estate industry • Extensive executive experience and strong skills in corporate finance, mergers and acquisitions, strategic planning, public company executive compensation, and corporate governance Other Public Company Board Experience • Acadia Realty Trust (since November 2003) • Care Capital Properties, Inc. (August 2015 to August 2017) • Ventas, Inc. (November 1998 to May 2016) • CYS Investments, Inc. (March 2007 to May 2015) • Associated Estates Realty Corporation (December 2014 to August 2015) • Post Properties, Inc. (May 2004 to May 2012) Other Positions/Recognitions • Member of the National Multi-Housing Council(Chairman) • Member of the National Association of Corporate Directors (NACD) • Trustee of Milton Academy and New Bedford Whaling Museum • Former Trustee of Urban Land Institute and DePaul University • Five-time recipient of Commercial Property News’ Multifamily Executive of the Year Award and three-time winner of their REIT Executive of the Year Award • Three-time winner of Realty Stock Review’s Outstanding CEO Award • National Association of Real Estate Investment Trusts (NAREIT) 2010 Edward H. Linde Industry Leadership Award Recipient Education • Bachelor of Arts, Harvard University

~~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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PROPOSAL NO. 1: Election of Directors

~~Prior to joining the Colony Capital business in 2004, Mr. Sanders was a Partner with the law firm~~



Nancy A. Curtin Former Chief Investment Officer and Head of Investments of Close Brothers Asset Management (CBAM) Independent Director since 2014 Age: 62 Committee Memberships: Risk Committee	Experience •Chief Investment Officer and Head of Investments of Close Brothers Asset Management (CBAM) from 2006 to 2019 •Chief Investment Officer and Managing Partner of Fortune Asset Management Limited, from April 2002 to January 2010, when it was purchased by CBAM •Managing Director of Schroders Plc and Head of Global Investments for the Mutual Funds business •Head of Emerging Markets at Baring Asset Management Qualifications, Attributes and Skills •Years of investment management experience and senior roles in asset management, private equity and alternative asset investing are key to the Board’s oversight of the Company’s investment strategy and management of its investment portfolio •Extensive experience as a senior investment professional in London and across Europe, including in a range of senior roles in asset management, private equity and alternative asset investing, provides the Board and management invaluable perspective on the Company’s potential European investment opportunities Education •Bachelor of Arts, Princeton University •Master of Business Administration, Harvard Business School



Jeannie H. Diefenderfer Founder/CEO of courageNpurpose, LLC Independent Director Nominee Age: 59	Experience •Founder and Chief Executive Officer of courageNpurpose, LLC since 2014 •Executive leadership positions at Verizon Communications, including leading Verizon’s global customer care organization for its largest enterprise customers from 2010 to 2012, serving as Senior Vice President of Global Engineering & Planning from 2008 to 2010, and as Chief Procurement Officer from 2005 to 2008 Qualifications, Attributes and Skills •Ms. Diefenderfer’s substantial technical and operational experience in the telecommunications industry, as well as her senior executive positions and service on public and advisory boards, will provide the Board with valuable insight as the Company continues to implement its strategic transition, as well as guidance on corporate governance matters and complex business issues Other Public Company Board Experience •Windstream Holdings, Inc. (February 2016 to present) •MRV Communications, Inc. (July 2014 to August 2017) •Westell Technologies, Inc. (September 2015 to September 2017) Other Positions/Recognitions •Chair of the Accenture Network Advisory Council •Vice Chair and Trustee of Tufts University •Outstanding 50 Asian Americans in Business •New York Women’s Agenda Star Award •Asian Women in Business Corporate Leadership Award Education •Bachelor of Science, Tufts University •Master of Business Administration, Babson College

14 COLONY CAPITAL, INC. 2020 PROXY STATEMENT

Table of ~~Clifford Chance US LLP.~~Contents

~~Mr. Sanders received his Bachelor~~

PROPOSAL NO. 1: Election 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.~~Directors



Jon A. Fosheim Former Chief Executive Officer of Oak Hill REIT Management, LLC Independent Director since 2017 Age: 69 Committee Memberships: Audit Committee, Nominating & Corporate Governance Committee	Experience • Former Chief Executive Officer of Oak Hill REIT Management, LLC from 2005 to 2011 • Principal and Co-founder of Green Street Advisors, a REIT advisory and consulting firm, from 1985 to 2005 Qualifications, Attributes and Skills • Extensive investment management experience and his leadership and management background provides him with the skills and qualifications to serve as a director Other Public Company Board Experience • Apple Hospitality REIT, Inc. (January 2015 to present; Member of Audit Committee and Corporate Governance Committee) • Associated Estates Realty Corporation (February 2015 to August 2015) Other Positions/Recognitions: • Director and Chairman of the Audit Committee of the Arnold and Mabel Beckman Foundation • 2003 Recipient of the National Association of Real Estate Investment Trusts (NAREIT) Industry Achievement Award • Previously worked in institutional sales at Bear Stearns & Co. and the tax department at Touche Ross and Co. (now Deloitte LLP) Education • Bachelor of Arts, University of South Dakota • Master of Business Administration and Juris Doctor, University of South Dakota

~~Kevin P. Traenkle~~15 COLONY CAPITAL, INC. ~~is an Executive Vice President and the Chief Investment Officer~~2020 PROXY STATEMENT

Table 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~~Contents

PROPOSAL NO. 1: Election of Directors



Craig M. Hatkoff Founder/Former Managing Partner of Victor Capital Group, L.P. Independent Director since 2019 Age: 65 Committee Memberships: Nominating & Corporate Governance Committee, Risk Committee	Experience •Founder and Managing Partner of Victor Capital Group, L.P. from 1989 to 1997 •Prior to Victor Capital, Co-Head of the Real Estate Investment Banking Unit of Chemical Bank, where he was a pioneer in commercial mortgage securitization Qualifications, Attributes and Skills •In-depth expertise and knowledge of real estate, capital markets, finance, private investing, entrepreneurship and executive management provides unique insight into the financial markets generally, valuation analysis, strategic planning, and unique financing structures and alternatives •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. •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 Other Public Company Board Experience •SL Green Realty Corp. (January 2011 to present; Chair of the Nominating and Corporate Governance Committee and Member of the Audit Committee) •Taubman Centers, Inc. (May 2004 to January 2019) •Capital Trust, Inc. (Director from 1997 to 2010; Vice Chairman from 1997 to 2000) Other Positions/Recognitions: •Co-Founder of the Tribeca Film Festival; Chairman of Turtle Pond Publications LLC •Trustee of the New York City School Construction Authority (2002 to 2005) •Adjunct Professor at Columbia Business School, where he teaches courses on entrepreneurship and innovation Education •Bachelor of Arts, Colgate University •Master of Business Administration, Columbia Business School

16 COLONY CAPITAL, INC. 2020 PROXY STATEMENT

Table of ~~Colony Credit Real Estate, Inc. (NYSE: CLNC) since January 2018.~~Contents

~~Mr. Traenkle is involved in many facets~~

PROPOSAL NO. 1: Election 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.Directors

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.~~



Raymond C. Mikulich Managing Partner of Ridgeline Capital Group, LLC Independent Director since 2019 Age: 67 Committee Memberships: Compensation Committee, Risk Committee	Experience •Managing Partner of Ridgeline Capital Group, LLC •Head of Apollo Global Real Estate North America from 2010 to 2011 •Co-Head of the Real Estate Private Equity Group of Lehman Brothers from 1999 to 2007 and member of the Investment Committee. Previously, Group Head of Global Real Estate Investment Banking at Lehman Brothers Qualifications, Attributes and Skills •Mr. Mikulich’s more than 40-year career, with significant experience in the real estate industry, vast knowledge and experience in real estate finance and investments, and current and prior experience serving on public company boards, qualify him to serve as a director Other Public Company Board Experience •Altus Group Limited (December 2013 to present; Chairman since April 2015) •Campus Crest Communities, Inc. (May 2015 to March 2016; Transaction Committee member from July 2002 to May 2006) Other Positions/Recognition •Advisory Board of Park Madison Partners •Chartered Surveyor (RICS) and Counselor of Real Estate •Former Trustee of the Urban Land Institute •Former Board Member of The Real Estate Roundtable •Former Advisory Board Member of the National Association of Real Estate Investment Trusts (NAREIT) Education •Bachelor of Arts, Knox College •Juris Doctor, Chicago-Kent College of Law

~~Neale W. Redington~~17 COLONY CAPITAL, INC. ~~is a Managing Director and the Chief Accounting Officer~~2020 PROXY STATEMENT

Table 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 TreasurerContents

PROPOSAL NO. 1: Election of ~~Colony Credit Real Estate, Inc. (NYSE: CLNC) since November 2018, having previously served as its Chief Accounting Officer since January 2018.~~Directors



George G. C. Parker Dean Witter Distinguished Professor of Finance (Emeritus), Stanford University Graduate School of Business Independent Director since 2009 Age: 80 Committee Memberships: Audit Committee, Compensation Committee	Experience •Distinguished member of the finance faculty of Stanford University’s Graduate School of Business since 1973 and currently the Dean Witter Distinguished Professor of Finance (Emeritus) •Has held a series of senior positions at Stanford, 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 Qualifications, Attributes and Skills • Deep understanding of business and finance concepts acquired through his 40-plus years of academic study and teaching provides the Board with significant business acumen as the Company positions itself for future growth and development • 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 • Service on other public company Boards lends insights into public company operations and provides different perspectives on Board practices and governance matters Other Public Company Board Experience • First Republic Bank (2002 to present) • Threshold Pharmaceuticals, Inc. (October 2004 to August 2017) • iShares Exchange Traded Funds (March 2001 to January 2015; Independent Chairman) • Tejon Ranch Company (May 1998 to March 2015; Chairman of Audit Committee) • Continental Airlines, Inc. (1996 to 2009; Chairman of Audit Committee) Education • Bachelor of Science, Haverford College • Master of Business Administration and Ph.D., Stanford Graduate School of Business

18 COLONY CAPITAL, INC. 2020 PROXY STATEMENT

~~Prior to joining the Colony Capital business in 2008, Mr. Redington was an audit partner in the real estate and hospitality practice~~

Table of ~~Deloitte & Touche LLP. During his twenty years with Deloitte, Mr. Redington worked in both London and Los Angeles.~~Contents

~~Mr. Redington, a Certified Public Accountant (license inactive) and a Chartered Accountant in England & Wales, received a Bachelor~~

PROPOSAL NO. 1: Election of ~~Commerce in Accounting degree with Honors in 1987 from the University of Birmingham in England.~~Directors



Dale Anne Reiss Global and Americas Director of Real Estate, Hospitality and Construction, Ernst & Young LLP (Retired) Independent Director since 2019 Age: 72 Committee Memberships: Audit Committee, Nominating & Corporate Governance Committee	Experience • Senior Managing Director of Brock Capital Group LLC since December 2009 and Chairman of Brock Real Estate LLC since 2009 • Senior Partner at Ernst & Young LLP from 1995 until her retirement in 2008; Global and Americas Director of Real Estate, Hospitality and Construction from 1999 to 2008. Senior consultant to their Global Real Estate Center from 2008 to 2011 • Senior Vice President and Controller at Urban Investment & Development Company from 1980 to 1985 Qualifications, Attributes and Skills • Ms. Reiss brings to the Board extensive expertise in financial and accounting matters from her experience over an extended period at several major public accounting firms, her leadership experience in management and operations at those firms, and her experience as a director of other public and private companies Other Public Company Board Experience • Tutor Perini Corporation (May 2014 to present; Chair of Audit Committee) • Starwood Real Estate Income Trust, Inc. (November 2017 to present; Chair of Audit Committee) • iStar Inc. (July 2008 to May 2019; Chair of Audit Committee, Member of Nominating and Governance Committee) • Post Properties, Inc. (October 2008 to May 2013; Audit Committee, Nominating and Governance Committee) • Care Capital Properties Inc. (August 2015 to August 2017; Chair of Compensation Committee, Nominating and Governance Committee) • CYS Investments, Inc. (January 2015 to July 2018; Audit Committee; Nominating and Governance Committee) Other Positions/Recognitions • Certified Public Accountant • Governor and Former Trustee of Urban Land Institute (1998 to present) Education • Bachelor of Science, Illinois Institute of Technology • Master of Business Administration, University of Chicago

19 COLONY CAPITAL, INC. 2020 PROXY STATEMENT

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PROPOSAL NO. 1: Election of Directors



Charles W. Schoenherr Managing Director, Waypoint Residential, LLC Independent Director since 2017 Age: 60 Committee Memberships: Audit Committee, Compensation Committee	Experience • Managing Director of Waypoint Residential since January 2011 • President of Scout Real Estate Capital, LLC, a full service real estate firm that focuses on acquiring, developing and operating hospitality assets, from June 2009 until January 2011 • Managing Partner of Elevation Capital, LLC from November 2008 to June 2009 • Senior Vice President and Managing Director of Lehman Brothers’ Global Real Estate Group from September 1997 to October 2008 Qualifications, Attributes and Skills • 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 Other Public Company Board Experience • NorthStar Realty Finance Corp., a predecessor to our company (June 2014 to January 2017) • NorthStar Realty Europe Corp. (October 2015 to January 2017) • NorthStar Real Estate Income II, Inc. (December 2012 to January 2017) • NorthStar Real Estate Income Trust, Inc. (January 2010 to October 2015) Other Positions/Recognition •Board of Trustees of Iona College (Member of Real Estate and Investment Committees) •Has held senior management positions with GE Capital Corporation, GE Investments, Inc. and KPMG LLP, where he also practiced as a certified public accountant Education •Bachelor of Business Administration in Accounting, Iona College •Master of Business Administration in Finance, University of Connecticut

20 COLONY CAPITAL, INC. 2020 PROXY STATEMENT

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PROPOSAL NO. 1: Election of Directors



JohnA. Somers Private Investor Independent Director since 2009 Age: 76 Committee Memberships: Nominating & Governance Committee, Risk Committee	Experience • Private investor since 2006 • Executive Vice President and Head of Fixed Income and Real Estate for Teachers Insurance and Annuity Association and College Retirement Equities Fund (TIAA-CREF) from 1996 to 2006 • Senior Vice President and Head of Commercial Mortgage and Real Estate Division for TIAA-CREF from 1981 to 1996 • Held several positions in the Real Estate Department at the Prudential Insurance Company of America (now Prudential Financial, Inc.), including up to Vice President, from 1972 to 1981 • Served as Senior Vice Chairman of The National Realty Committee and as Chairman of NYU’s Real Estate Institute Qualifications, Attributes and Skills • Mr. Somers’ commercial mortgage and real estate investment expertise enables him to provide expert guidance on the Company’s objectives to acquire, originate and manage real estate related investments • Mr. Somers’ tenure as Head of Fixed Income and Real Estate for TIAA-CREF provides him with extensive insight into the debt markets and real estate investment space, providing a leadership perspective to the Board Other Positions/Recognitions • Chairman of the Board of Directors of The Community Preservation Corporation (1986 to 2005) and member of Executive Committee and Chairman of Governance and Compensation Committee (2011 to 2016) • Guardian Life Insurance Company of America (1996 to 2016; Chairman of Audit and Investment Committees and Member of Risk Committee and Human Resources and Governance Committee) • Director of Emigrant Savings Bank (1990 to 2003) Education • Bachelor of Science in Economics, Villanova University • Master of Business Administration in Finance, University of Connecticut

21 COLONY CAPITAL, INC. 2020 PROXY STATEMENT

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PROPOSAL NO. 1: Election of Directors



John L. Steffens Founder of Spring Mountain Capital, LP Independent Director since 2009 Age: 78 Committee Memberships: Compensation Committee, Nominating & Governance Committee	Experience • Founder of Spring Mountain Capital, LP, which specializes in providing advisory services and alternative investments for institutional and private investors (since 2001) • Previously spent 38 years with Merrill Lynch, where he held a number of senior management positions, including President of Merrill Lynch Consumer Markets (renamed the Private Client Group) from 1985 to 1997, and Vice Chairman of Merrill Lynch & Co. and Chairman of its U.S. Private Client Group from April 1997 to July 2001 Qualifications, Attributes and Skills • Mr. Steffens’ years of investment experience, advisory work and senior leadership positions at Merrill Lynch provides the Board with a valuable investor perspective • Expansive network he developed throughout his career provides the Board with invaluable market insights • Service as a director of other public companies brings invaluable expertise on Board practices and corporate governance matters to Colony Other Public Company Board Experience • Cicero, Inc. (Chairman, since May 2007) • Colony Starwood Homes (January 2016 to June 2017) • Aozora Bank, Ltd. (June 2004 to February 2009) • Merrill Lynch & Co., Inc. (April 1986 to July 2001) Other Positions/Recognitions • National Chairman Emeritus of the Alliance for Aging Research • Advisory Board of StarVest Partners and Wicks Communication & Media Partners, L.P. • Board of Directors of Merrill Lynch Ventures, LLC • Chairman of the Securities Industry Association • Trustee of the Committee for Economic Development • Board of Overseers of the Geisel School of Medicine at Dartmouth Education •Bachelor of Arts in Economics, Dartmouth College •Advanced Management Program, Harvard Business School

22 COLONY CAPITAL, INC. 2020 PROXY STATEMENT

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PROPOSAL NO. 1: Election of Directors

~~INFORMATION REGARDING~~ CORPORATE GOVERNANCE

CORPORATE GOVERNANCE GUIDELINES AND CODES OF ETHICS

~~BOARD AND COMMITTEE MEETINGS~~

~~Committee Charters,~~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 atwww.clny.comunder the heading “Public Shareholders—Corporate Governance.” You can also receive a copy of our 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~~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~~Ethics, without charge, by writing to Investor Relations, Colony Capital, Inc., 515 S. Flower St., 44^th44th Floor, Los Angeles, CA 90071.

~~Director Independence~~

Our Corporate Governance Guidelines are designed to assist our Board in monitoring the effectiveness of ~~Directors currently has 11 directors, a majority (10), or over 90%, of whom~~decision-making at the Board ~~affirmatively has determined~~and management level and ensuring adherence to ~~be “independent” under~~good corporate governance principles, all with a goal of enhancing stockholder value over the ~~listing~~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 ~~NYSE~~United States. Specifically, among other things, our Code of Business Conduct and ~~under applicable rules~~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 ~~SEC. 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 12 directors being nominated for election by our Board, our Board affirmatively ~~has~~ determined that each of the following ~~non-executive directors~~11 director nominees is ~~independent under these standards:~~independent: Douglas Crocker II, Nancy A. Curtin, Jeannie H. Diefenderfer, Jon A. Fosheim, Craig M. Hatkoff, ~~Justin E. Metz,~~ Raymond C. Mikulich, George G. C. Parker, Dale Anne Reiss, Charles W. Schoenherr, John A. Somers and John L. ~~Steffens.~~Steffens are 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. Thomas J. Barrack, Jr. is not independent, as he is our Executive Chairman and Chief Executive Officer.

~~Board Leadership Structure~~BOARD LEADERSHIP STRUCTURE

As noted above, following the 2020 Annual Meeting, our Board of Directors iswill be comprised of 1011 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 currently 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.

In July 2019, in connection with our combination with DBH, we designated Marc C. Ganzi as Mr. Barrack’s successor as Chief Executive Officer of our Company. In March 2020, we announced Mr. Ganzi’s appointment as Chief Executive Officer will be effective July 1, 2020. At such time, Mr. Barrack will continue in his role as Executive Chairman. The Board believes that having the Executive Chairman and Chief Executive Officer roles separated at the time of Mr. Ganzi’s appointment as our Chief Executive Officer is appropriate, particularly as the Company transitions its focus to digital real estate and infrastructure. With Mr. Barrack continuing as our Executive Chairman of our Board, we will be able to continue to benefit from his extensive experience, knowledge, leadership and vision, which Mr. Barrack has provided since founding our company in 1991 and serving as our Executive Chairman since our Colony Capital predecessor’s formation in 2009. Mr. Ganzi has substantial experience, knowledge and relationships in the digital industry and, once Mr. Ganzi becomes our Chief Executive Officer on July 1, 2020, our Board believes that having the Executive Chairman role as a separate position will allow Mr. Ganzi to focus on executing the Company’s digital strategy transition, which will best serve the interests of the Company.

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~~

23 COLONY CAPITAL, INC. 2020 PROXY STATEMENT

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PROPOSAL NO. 1: Election of Directors

BOARD’S ROLE IN RISK OVERSIGHT

In early 2017, in recognition of the importance and relevance of risk oversight, management and controls in a large scale and diversified 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~~In early 2019, our Board ~~also~~ determined that maintaining ~~the~~a separate Risk Committee ~~allows~~would allow the Audit Committee to substantially focus on accounting and financial reporting matters (including risks relating thereto),. In February 2020, in light of the Company’s decision to become primarily focused on a single, digital strategy as ~~more fully described below.~~well as in connection with the review and analysis conducted by Spencer Stuart regarding our Board’s governance, including the number of ad hoc Board committees, our Board, upon recommendation by the Nominating and Corporate Governance Committee, has determined to dissolve the Risk Committee effective at the 2020 Annual Meeting. The Board believes that, in consideration of the Company’s ongoing business simplification and transition to digital real estate and infrastructure, it is appropriate for our Board, as a whole and through its remaining standing committees, to oversee and monitor our risk management processes going forward.

In connection with its oversight of risk to our business, ~~the Risk Committee, Audit Committee~~our Board and ~~Board~~its committees consider feedback from our Chief Risk Officer (who manages an internal risk review function), 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~~Board and ~~Board~~its committees also engage in regular discussions regarding risk management with our independent and internal auditors. The Board routinely meets with our Chief Executive Officer, President, Chief 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.

~~Table of Contents~~

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.

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.” 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., 44^th 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

~~Table of Contents~~

~~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:~~

~~Name~~

~~Audit~~

~~Compensation~~

~~Nominating and~~
~~Corporate~~
~~Governance~~

~~Risk~~

~~Strategic Asset Review~~

~~Corporate Communications~~

~~Demand Review~~

~~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~~

~~John L. Steffens~~



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.MAJORITY VOTING STANDARD FOR ELECTION OF DIRECTORS

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.~~

~~Table of Contents~~

~~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 approve 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, 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~~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~~DIRECTORS OFFER OF RESIGNATION POLICY

Our ~~corporate governance guidelines~~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~~Code of ~~ethics, corporate governance guidelines~~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~~Such Board member is expected to act in accordance with the Nominating and Corporate Governance Committee’s recommendation in this regard.

~~Consideration of Director Candidates~~EXECUTIVE SESSIONS OF NON-MANAGEMENT DIRECTORS

~~The~~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 ~~has adopted~~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 ~~charter~~group of non-management directors includes directors who are not independent, as defined in the ~~Nominating and Corporate Governance Committee~~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.

DIRECTOR NOMINATION PROCEDURES

Our goal is to ~~be used for considering potential director candidates to further the Nominating and Corporate Governance Committee’s goal of ensuring~~ensure that our Board of Directors consists of a diversified group of qualified individuals that function effectively as a group. ~~The policy provides~~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. However, at a minimum,~~Directors, our

24 COLONY CAPITAL, INC. 2020 PROXY STATEMENT

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PROPOSAL NO. 1: Election of Directors

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.

~~Table of Contents~~

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,~~candidates.

In 2020, as part of our continuing Board refreshment efforts and Spencer Stuart’s analysis of our Board governance and other matters, we ~~do not currently employ~~also engaged Spencer Stuart as a third party executive search firm ~~or pay~~to assist the Nominating and Corporate Governance Committee in identifying, screening and assessing potential director candidates with digital experience.

Pursuant to our Bylaws, written notice by stockholders of qualifying nominations for election to our Board at the 2020 Annual Meeting must have been received by November 29, 2019. We did not receive any such nominations other than nominations from Blackwells Capital that were subsequently withdrawn pursuant to the terms of the 2020 Cooperation Agreement, and no other nominations for election to our Board may be made by stockholders at the 2020 Annual Meeting.

RESOLUTION OF SHAREHOLDER NOMINATIONS

On November 25, 2019, Blackwells Capital submitted a ~~fee~~notice to ~~any~~the Company of its intent to nominate five director candidates for election at the 2020 Annual Meeting. On March 19, 2020, the Company entered into the 2020 Cooperation Agreement with Blackwells Capital pursuant to which, among other ~~third party,~~things, the Company agreed to ~~locate qualified~~expand the size of the Board to create one vacant seat and include Ms. Diefenderfer as a director ~~candidates.~~

~~In addition, as discussed above in “Proposal 1: Election~~nominee for election to the Board at the 2020 Annual Meeting and Blackwells Capital agreed to irrevocably withdraw the nomination of ~~Directors,”~~the slate of directors previously put forth on November 25, 2019. Under the terms of the 2020 Cooperation Agreement, the Company agreed to reimburse Blackwells Capital for up to $1.2 million of its documented, actual out-of-pocket third-party professional fees and expenses, including attorneys’ fees and expenses, incurred in connection with the 2020 Annual Meeting and the negotiation and execution of the 2020 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~~the transactions contemplated thereby. Contemporaneously with ~~Blackwells to mutually agree on one additional independent director (the “New Director”) to be appointed to our Board. In accordance with~~entering into the 2020 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~~on March 19, 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, eachCBW MM 2020, LLC (“CBW MM”), an indirect subsidiary of the Company, and Blackwells ~~shall use its commercially reasonable efforts~~Capital entered into a Limited Liability Company Agreement of CBW 2020, LLC (the “JV” and such agreement, the “JV Agreement”). The purpose of the JV is to ~~mutually agree as soon as reasonably practicable on~~purchase and hold shares of Class A common stock of the Company. CBW MM has committed $13.23 million in Class A common stock of the Company and/or cash, and Blackwells has committed $1.47 million in cash. In accordance with Maryland law, the Class A common stock held by the JV will not have any voting rights. For a ~~replacement director who qualifies as independent~~further description of the terms of the 2020 Cooperation Agreement and ~~otherwise satisfies~~the JV Agreement, including a copy of the 2020 Cooperation Agreement and the JV Agreement, please see the Company’s ~~corporate governance guidelines~~Current Report on Form 8-K filed with ~~respect~~the Securities and Exchange Commission on March 25, 2020.

COMMUNICATIONS WITH THE BOARD

Our Board has established a process to ~~director nominations.~~

~~Independent Registered Public Accounting Firm~~

~~The Audit Committee of our Board of Directors has engaged Ernst & Young LLP (“EY”) as~~receive communications from interested parties, including stockholders. Interested parties may contact the ~~Company’s independent registered public accounting firm for the year ending December 31, 2019.~~

~~A representative of EY will be present~~Lead Director 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.~~following address: “Lead Director” c/o Secretary, Colony Capital, Inc., 515 S.

~~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
25 COLONY CAPITAL, INC. 2020 PROXY STATEMENT

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~~(1)~~

Fees for audit services for the fiscal years ended December 31, 2018 and 2017 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 Company as of December 31, 2017 prior to the closing of the Combination.


~~(3)~~	~~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.~~


~~(4)~~	~~Other fees represent the annual subscription fee to EY’s accounting research tool.~~

PROPOSAL NO. 1: Election of Directors

Flower St., 44^th 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.

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 ~~audit~~related party transactions, including transactions between us and ~~audit-related services provided~~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 EYeither 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 ~~2017 and 2018 were pre-approved by~~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 ~~either pursuant~~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. 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.

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.

It is also our policy for our Audit Committee to review and consider for approval proposed transactions involving us and Marc C. Ganzi, our CEO elect (which will be effective July 1, 2020), as if he were a related party to the ~~Audit Committee’s Audit~~Company.

See “Certain Relationships and ~~Non-Audit Services Pre-Approval Policy~~Related Transactions” on page 73 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) trading in call or ~~through~~put options involving the Company’s securities and other derivative securities, (2) engagement in short sales of the Company’s securities, (3) holding the Company’s securities in a ~~separate pre-approval~~margin account, and (4) pledging the Company’s stock to secure margin or other loans, except as otherwise approved by our Board.

DELINQUENT SECTION 16(A) REPORTS

Section 16(a) of the ~~Audit Committee.~~Exchange Act requires our executive officers, directors and persons who own more than 10% of a registered class of our equity securities to file reports of beneficial ownership of such securities on Forms 3, 4 and 5 with the SEC. Officers, directors and persons who own more than 10% of a registered class of our equity securities are required to furnish us with copies of all Forms 3, 4 and 5 that they file. Based solely on our review of the copies of such forms we received or written representations from certain reporting persons that no additional filings on such forms were required for those persons, we believe that all such filings required to be made during and with respect to the fiscal year ended December 31, 2019 by Section 16(a) of the Exchange Act were timely made, except that a Form 4 was filed late for Mr. Barrack in connection with certain sales of the Company’s Series G and H preferred stock on March 21, 2019 by a managed investment vehicle beneficially controlled by Mr. Barrack.

~~Table of Contents~~

~~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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PROPOSAL NO. 1: Election of Directors

INFORMATION ABOUT OUR BOARD OF DIRECTORS AND ITS COMMITTEES

During the year ended December 31, 2019, our Board met on 14 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.

All directors are expected to attend the annual meeting of stockholders as provided in our corporate governance guidelines. Eleven of our directors on our Board in May 2019 attended the 2019 annual meeting of stockholders.

Our Board has appointed an Audit Committee, a Compensation Committee, a Nominating and Corporate Governance Committee and Risk Committee. Each of these standing committees has adopted a committee charter, which is available on our website at www.clny.com under the heading “Public Shareholders—Corporate Governance” or by writing to Investor Relations, Colony Capital, Inc., 515 S. Flower St., 44th Floor, Los Angeles, CA 90071 to request a copy, without charge. In 2020, in light of the Company’s decision to become primarily focused on a single, digital strategy and the corporate governance review and analysis conducted by Spencer Stuart, our Board determined to dissolve the Risk Committee effective as of the Company’s 2020 Annual Meeting. Following the 2020 Annual Meeting, our Board, as a whole and through its remaining standing committees, will oversee and monitor our risk management processes going forward. See “Proposal No. 1—Corporate Governance—Board’s Role in Risk Oversight” for additional information.

In addition, in 2019, the Board of Directors formed four 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. During the course of 2019, the Strategic Asset Review Committee, along with a financial advisor, undertook a comprehensive review of the Company’s businesses, focusing on matters including but not limited to asset rotation, capital allocation, capital structure and target investment profiles. The review and analysis by the Strategic Asset Review Committee was instrumental in the Company’s decision to pursue a digital-focused strategy. The Board, upon recommendation of the Nominating and Corporate Governance Committee, dissolved the Strategic Asset Review Committee effective as of December 31, 2019, in recognition that the Strategic Asset Review Committee’s mandate had been fulfilled. The members of the Strategic Asset Review Committee were Douglas Crocker II (Chairman), Nancy A. Curtin, Craig M. Hatkoff, Justin E. Metz (who resigned from our Board effective February 25, 2020), Raymond C. Mikulich and Dale Anne Reiss.

Second, the Board of Directors formed a Corporate Communications Committee 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. Following the 2020 Annual Meeting, the Nominating and Corporate Governance Committee expects to recommend to the Board that the Corporate Communications Committee be dissolved in order to limit the number of ad hoc Board committees consistent with Spencer Stuart’s recommendations. Matters currently under the Corporate Communications Committee’s purview are expected to be addressed as appropriate by the full Board following the 2020 Annual Meeting.

Third, the Board of Directors formed a Demand Review Committee 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 lawsuits filed against the Company in 2018. The current members of the Demand Review Committee are Raymond C. Mikulich and John L. Steffens.

Fourth, in October 2019, our Board also formed a Credit Transaction Committee to review, evaluate and make recommendations to the Board regarding a potential transaction for the Company’s credit business. Following the 2020 Annual Meeting, the Nominating and Corporate Governance Committee expects to recommend to the Board that the Credit Transaction Committee be dissolved in order to limit the number of ad hoc Board committees consistent with Spencer Stuart’s recommendations. The current members of the Credit Transaction Committee are Raymond C. Mikulich (Chairman), Craig M. Hatkoff and John L. Steffens. To the extent the Credit Transaction Committee’s mandate has not been fulfilled by the 2020 Annual Meeting, the matters currently under its purview are expected to be addressed as appropriate by the full Board.

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”).

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PROPOSAL NO. 1: Election of Directors

The following table shows the current membership of the various committees:



	2019 CLNY COMMITTEE MEMBERSHIPS
	AUDIT COMMITTEE	COMPENSATION COMMITTEE	NOMINATING AND CORPORATE GOVERNANCE COMMITTEE	RISK COMMITTEE *	STRATEGIC ASSET REVIEW COMMITTEE *	CORPORATE COMMUNICATIONS COMMITTEE *	CREDIT TRANSACTION COMMITTEE*	DEMAND REVIEW COMMITTEE
INDEPENDENT DIRECTOR
Douglas Crocker II	M, E	—	—	M	C	—	—	—
Nancy A. Curtin⁽¹⁾	—	—	—	M	M	M	—	—
Jon A. Fosheim	M, E	—	C	—	—	—	—	—
Craig M. Hatkoff	—	—	M⁽³⁾	M⁽⁴⁾	M	M	M	—
Justin E. Metz ⁽²⁾	—	—	M	M	M	—	—	—
Raymond C. Mikulich	—	M⁽⁴⁾	—	M⁽⁴⁾	M	—	C	M
George G. C. Parker	C, E	M	—	—	—	—	—	—
Dale Anne Reiss	M, E⁽⁴⁾	—	M⁽⁴⁾	—	M⁽⁵⁾	—	—	—
Charles W. Schoenherr	M, E	M	—	—	—	—	—	—
John A. Somers	—	—	M	C	—	M	—	—
John L. Steffens	—	C	M	—	—	M	M	M
NUMBER OF MEETINGS HELD IN 2019	5	6	8	4	7	6	2	4



C	Committee Chair	M	Committee Member	E	Audit Committee Financial Expert

⁽¹⁾Lead Independent Director

⁽²⁾No longer a Board member as of February 25, 2020

⁽³⁾Effective as of February 19, 2020

⁽⁴⁾Effective as of September 25, 2019

⁽⁵⁾Effective as of December 5, 2019

* Other than Strategic Asset Review Committee, which was dissolved effective as of December 31, 2019, indicates a committee that is not expected to remain active following the 2020 Annual Meeting.

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 and 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, our compliance with financial, legal and regulatory requirements and our ethics program, the evaluation of the qualifications, independence and performance of our independent registered public accounting firm, and the performance of our internal audit function. In addition, the Audit Committee has established and maintains procedures for the receipt of complaints and submissions of concerns regarding accounting and auditing matters. The Audit Committee 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 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.

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PROPOSAL NO. 1: Election of Directors

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 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.

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 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.

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.

RISK COMMITTEE

Our Board has determined that all members of the Risk Committee are independent under the rules of the NYSE. The Risk Committee is responsible for 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.

As discussed above under “-Board’s Role in Risk Oversight,” the Board determined to dissolve the Risk Committee effective at the 2020 Annual Meeting. The Board believes that, in consideration of the Company’s ongoing business simplification and transition to digital real estate and infrastructure, it is appropriate for our Board, as a whole and through its remaining standing committees, to oversee and monitor our risk management processes going forward.

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PROPOSAL 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.

In 2020, the Compensation Committee engaged an independent compensation consultant, Frederic W. Cook & Co. (“FW Cook”), 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, FW Cook provided services 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 FW Cook and the Company’s ongoing 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 2020.

NON-EMPLOYEE DIRECTORS

During 2019, our non-employee directors’ fees were 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⁽¹⁾	$	160,000


(1)	In addition, promptly following initial appointment or election to our Board, a pro rata portion (based on the period from such director’s initial appointment to the first anniversary of the Company’s most recent annual stockholder meeting) of the Annual Stock Award is granted, subject to vesting on the first anniversary of the Company’s most recent annual stockholder meeting.

Effective January 1, 2020, our non-employee directors’ fees are as follows:



Annual Cash Retainers
Cash Retainer	$	100,000
Additional cash retainer for Lead Independent Director⁽¹⁾	$	75,000
Additional cash retainer for Committee Chairpersons:
Audit Committee	$	25,000
Compensation Committee	$	15,000
Nominating & Corporate Governance Committee	$	15,000
Risk Committee⁽²⁾	$	15,000
Additional cash retainer for Committee Members (other than Chairperson):
Audit Committee	$	12,500
Compensation Committee	$	7,500
Nominating & Corporate Governance Committee	$	7,500
Risk Committee⁽²⁾	$	7,500
Annual Stock Award
Granted promptly following annual re-election, subject to one-year vesting condition⁽³⁾	$	160,000

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PROPOSAL NO. 1: Election of Directors


(1)	The Lead Independent Director 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.


(2)	The Risk Committee will no longer be an active committee of the Board following the 2020 Annual Meeting.

(3)

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

The annual retainers are paid quarterly in arrears in cash. 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, from the date of such committee’s formation through December 31, 2019, members of each of the Strategic Asset Review Committee and the Credit Transaction Committee received a cash retainer fee of $7,500 per month, with the Chairman of each of the Strategic Asset Review Committee and the Credit Transaction Committee receiving an additional $12,500 per month (subject to the Chairman of the Strategic Asset Review Committee receiving no more than approximately $150,000 for such services). 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 Chairmen of each committee, would be taking on in connection with such director’s participation on such committees.

Since its formation in February 2019, the Strategic Asset Review Committee met formally seven times with the Company’s senior management team and financial advisor. The Strategic Asset Review Committee undertook an extensive and comprehensive review of the Company’s assets and businesses, and the committee’s work and guidance was instrumental in the Company’s decision to pursue a digital-focused strategy. The Strategic Asset Review Committee was dissolved effective December 31, 2019, in recognition that the Strategic Asset Review Committee’s mandate had been fulfilled.

Since its formation in October 2019 to date, the Credit Transaction Committee met formally three times with the Company’s senior management team and financial advisor regarding the Company’s credit business, along with frequent calls and discussions with management. Following the 2020 Annual Meeting, the Nominating and Corporate Governance Committee expects to recommend to the Board that the Credit Transaction Committee be dissolved in order to limit the number of ad hoc Board committees consistent with Spencer Stuart’s recommendations. Commencing on January 1, 2020, the members of the Credit Transaction Committee are not receiving any compensation for their participation on the committee.

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 2019

The following table provides information concerning the compensation of our non-employee directors for 2019:



NAME	FEES EARNED OR PAID IN CASH ($)⁽¹⁾	STOCK AWARDS ($)⁽²⁾	TOTAL ($)
Douglas Crocker II⁽³⁾	$252,857	$161,277	$414,134
Nancy A. Curtin⁽³⁾	$204,821	$161,277	$366,098
Jon A. Fosheim	$115,000	$161,277	$276,277
Craig M. Hatkoff⁽³⁾⁽⁴⁾	$184,884	$194,081	$378,965
Justin E. Metz⁽³⁾⁽⁵⁾	$179,821	$161,277	$341,098
Raymond C. Mikulich⁽³⁾⁽⁴⁾	$212,303	$194,081	$406,384
George G. C. Parker	$120,000	$161,277	$281,277
Dale Anne Reiss⁽³⁾⁽⁶⁾	$59,829	$139,647	$199,476
Charles W. Schoenherr	$100,000	$161,277	$261,277
John A. Somers	$115,000	$161,277	$276,277
John L. Steffens	$131,452	$161,277	$292,729

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(1)	For Messrs. Crocker, Fosheim, Metz, Somers and Steffens, amounts include the value of 9,618, 11,060, 17,334, 22,119, and 25,470 deferred stock units, respectively, received in lieu of directors’ cash compensation for service in 2019.

(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 Ms. Reiss, who was elected as a member of the Board on June 19, 2019) on May 9, 2019, which was $161,277 for the annual grant in connection with each director’s re-election to the Board on May 7, 2019. For Messrs. Hatkoff and Mikulich, amounts also include 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 such non-employee directors on June 21, 2019, which was $32,804 for the pro rated annual grant in connection with each such director’s initial election to the Board on February 11, 2019. For Ms. Reiss, amounts also include the grant date fair value, computed in accordance with FASB ASC Topic 718, of the shares of common stock granted to such non-employee director on June 21, 2019, which was $139,647 for the pro rated annual grant in connection with such director’s initial election to the Board on June 19, 2019. As of December 31, 2019, except for (i) 31,873 unvested shares held by each of Messrs. Hatkoff and Parker, (ii) 27,011 unvested shares held by Ms. Reiss and (iii) 33,223 unvested deferred stock units held by each of Ms. Curtin and Messrs. Crocker, Fosheim, Metz, Mikulich, 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 2019 was in the form of deferred stock units, except the stock awards granted to each of Messrs. Hatkoff and Parker and Ms. Reiss were in restricted shares of the Company’s Class A common stock.


(3)	Includes amounts earned or paid in cash for participation on the Strategic Asset Review Committee, which was dissolved effective December 31, 2019. See “Director Compensation—Non-Employee Directors” above for additional information.


(4)	Messrs. Hatkoff and Mikulich were elected to our Board on February 11, 2019 and therefore, the compensation earned in 2019 includes such director’s pro rata portion of (i) the annual cash retainers for the fiscal quarter in which such director was initially elected and (ii) the Annual Stock Award granted upon such director’s initial election.


(5)	Mr. Metz resigned as a member of our Board on February 25, 2020.


(6)	Ms. Reiss was elected to our Board on June 19, 2019 and therefore, the compensation earned in 2019 includes Ms. Reiss’s pro rata portion of (i) the annual cash retainers for the fiscal quarter in which such director was initially elected and (ii) the Annual Stock Award granted upon such director’s initial election.

DIRECTOR STOCK OWNERSHIP GUIDELINES

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



TITLE	GUIDELINE
Non-Executive Directors	A multiple of 4X annual director cash base retainer

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.

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PROPOSAL NO. 1: Election of Directors

EXECUTIVE OFFICERS

The following sets forth certain information concerning our executive officers, Marc C. Ganzi, our CEO-elect (which will be effective July 1, 2020) and Jacky Wu, our CFO-elect (which will be effective July 1, 2020). Our executive officers, who are appointed annually by our Board of Directors, as well as our CEO-elect, are critical to creating and executing on the Company’s strategy.



NAME	AGE	POSITION
Thomas J. Barrack, Jr.	72	Executive Chairman and Chief Executive Officer
Marc C. Ganzi	48	Chief Executive Officer-Elect and Chief Executive Officer of Digital Colony
Darren J. Tangen⁽¹⁾	49	President
Mark M. Hedstrom	61	Executive Vice President, Chief Financial Officer, Chief Operating Officer, and Treasurer
Jacky Wu	37	Executive Vice President - Finance, Chief Financial Officer-Elect and Treasurer-Elect
Ronald M. Sanders	56	Executive Vice President, Chief Legal Officer and Secretary
Neale W. Redington	53	Managing Director and Chief Accounting Officer

(1) On April 1, 2020, the Company entered into a separation agreement with Darren J. Tangen in connection with Mr. Tangen’s resignation as the Company’s President, effective as of April 10, 2020. See “—Employment Agreements—Separation Agreement with Darren J. Tangen.”

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

Marc C. Ganzi is Chief Executive Officer of Digital Colony and, effective July 1, 2020, will be the Chief Executive Officer of Colony Capital. Mr. Ganzi serves as co-Managing Partner of the Digital Colony Partners fund and will continue to be actively involved in the activities of the fund, including serving on its Board and Investment Committee, following his transition to the CEO position at Colony Capital. He is also a founder and Chief Executive Officer of DBH, a leading global investor and owner of mobile and internet infrastructure. In July 2019, DBH was acquired by Colony Capital to become the premier platform for digital infrastructure and real estate investment, and Mr. Ganzi was announced as Colony Capital CEO, Thomas J. Barrack, Jr.’s successor. Prior to DBH, Mr. Ganzi was the founder and CEO of Global Tower Partners (“GTP”), which grew from inception in 2003 to become one of the largest privately-owned tower companies in the U.S. when it was sold to American Tower Corporation in 2013. At GTP, Mr. Ganzi executed a series of strategic acquisitions, build-to-suit agreements with wireless carriers and financings in the credit markets. Prior to the formation of GTP, Mr. Ganzi worked as a consulting partner for DB Capital Partners in New York City from 2000 to 2002 where he was tasked with overseeing the institution’s investments in the Latin American tower sector. Prior to his tenure at DB Capital, Mr. Ganzi was the President and co-founder of Apex Site Management, one of the largest third-party managers of wireless and wireline communication sites in the United States. Apex merged with SpectraSite Communications in 2000 to create one of the largest telecommunications site portfolios in the United States at the time. Mr. Ganzi has served on the boards of numerous corporations, including: Apex Site Management, Global Tower Partners, Olympus Outdoor Media, Mexico Tower Partners, Vertical Bridge, DataBank, Vantage Data Centers, Andean Telecom Partners and ExteNet Systems. Mr. Ganzi received a B.S. from the Wharton School of Business in 1993. He was a Board Member of the Wireless Infrastructure Association from 2008 to 2017 and served as Chairman from 2009 to 2011. He is a member of the Young Presidents’ Organization, the Broadband Deployment Advisory Committee of the Federal Communications Commission, and he currently serves on the board of the Aspen Valley Ski Club.

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. Effective July 1, 2020, Mr. Hedstrom will continue serving in his roles as Executive Vice President and Chief Operating Officer and will no longer serve as the Chief Financial Officer and Treasurer of the Company. 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

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PROPOSAL NO. 1: Election of Directors

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.

Jacky Wu is an Executive Vice President - Finance of Colony Capital and, effective July 1, 2020, will become the Chief Financial Officer and Treasurer of Colony Capital in connection with Mr. Ganzi’s appointment as Chief Executive Officer of Colony Capital. Prior to joining the Colony Capital business in March 2020, Mr. Wu served as Executive Vice President and Chief Financial Officer of Driven Brands, Inc, America's largest automotive aftermarket platform from September 2016 to 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 Planning and Analysis, US Tower from May 2010 to December 2013. Prior to that, Mr. Wu spent eight years at Verizon Communications (NYSE: VZ), from 2002 to 2010, where he served in numerous accounting, finance and business development roles, including as the Director and 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.

Ronald M. Sanders is an Executive Vice President and the Chief Legal Officer and Secretary of Colony Capital. Mr. Sanders is responsible for the management of global legal affairs and generally provides legal and other support to the operations of Colony Capital. 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.

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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PROPOSAL NO. 2: Non-Binding, Advisory Vote to Approve Named Executive Officer Compensation


PROPOSAL NO. 2:	Non-Binding, Advisory Vote to Approve Named Executive Officer Compensation

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

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

We are asking our stockholders to indicate their support for the resolution approving our named executive officers’ compensation as described in this Proxy Statement. This 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 2019.

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.

Our Board of Directors Recommends a Vote “FOR” Adoption of This Resolution, Approval of Named Executive Officer Compensation.

COMPENSATION COMMITTEE REPORT

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

Respectfully submitted by the Compensation Committee:

John L. Steffens, Chairperson

Raymond C. Mikulich

George G. C. Parker

Charles W. Schoenherr

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COMPENSATION DISCUSSION AND ANALYSIS

~~Executive Summary~~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 Chief Investment Officer, Kevin P. Traenkle, who resigned in February 2020. On April 1, 2020, the Company entered into a separation agreement with Mr. Tangen in connection with Mr. Tangen’s resignation as our President ~~and Chief~~effective April 10, 2020.

Highlights Relating to our Executive ~~Officer, Richard B. Saltzman.~~Compensation

DIGITAL EVOLUTION/STRONG OPERATING PERFORMANCE

•In 2019, following an extensive review by the Strategic Asset Review Committee and with full support of our Board, we determined to embark on a strategic pivot to become the leading global platform for digital real estate and infrastructure.

•During 2019, we increased our digital assets under management (“AUM”) to $13.8 billion as of December 31, 2019, which represents approximately 29% of the Company’s overall AUM and is a significant transformation from $1.9 billion of Digital AUM as of December 31, 2018.

•Creating a solid foundation from which the Company can grow and evolve into a leading digital infrastructure and real estate-focused company, we executed on our commitments to simplify and optimize our legacy businesses and improve the Company’s capital structure, with numerous notable accomplishments in 2019, such as:

-Generating $1.25 billion of liquidity from the highly profitable sale of our industrial portfolio, including the related operating platform resulting in a 17% IRR

-Generating more than $550 million of liquidity from the monetization of Other Equity and Debt (OED), which exceeded our 2019 target of $500 million

-Refinancing $3.4 billion of debt in our hospitality and healthcare portfolios

-Redeeming $403 million of high cost preferred equity, which was completed in early January 2020, to improve the Company’s capital structure

SUBSTANTIAL REDUCTION IN ANNUAL COMPENSATION AND ADMINISTRATIVE COSTS

•In late 2018, we undertook and announced an ambitious cost savings plan to reduce our cost structure. We have achieved well over 100% of the expected total $50 to $55 million annual compensation and administrative cost savings on a run rate basis through various initiatives

STOCKHOLDER ENGAGEMENT/MEANINGFUL EXECUTIVE COMPENSATION CHANGES

• Despite significant strategic and operational achievements in 2019, we continue to experience underperformance in our stock price and share the frustration of our stockholders in this regard. In this context, and taking into account input we received from our stockholders through the results of our say-on-pay vote at our 2019 annual meeting, as well as one-on-one conversations, the Compensation Committee meaningfully modified our 2020 executive compensation program to focus our executives on long-term value creation as we pursue our digital evolution and further strengthen alignment with our stockholders in light of our TSR underperformance, as follows:

(1) reduced the target cash bonus and long term incentive plan amounts by 10% for our CEO and our President (or 8% overall for executive officers)

(2) 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%

(3) 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

(4) 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 25th percentile, increasing the threshold for target payout from the 50th percentile to the 55th percentile, and capping payouts at target when absolute TSR is negative

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PAY FOR PERFORMANCE ALIGNMENT

•We have created strong alignment between our executives and our stockholders through our use of long-term equity awards that vest based on continued employment and, for 50% of equity awards granted by the Company, relative TSR performance over three-year performance periods. As a demonstration of this alignment, the fair value of outstanding unvested 2018 and 2019 CLNY equity awards held by our named executive officers decreased by 42% as of December 31, 2019, which is more than double the decrease of the Company’s stock price during the period from when the awards were issued through December 31, 2019. Accordingly, the realized compensation of our executives, a component of which is long-term equity awards, is significantly lower than what the SEC requires to be reported in the Summary Compensation Table and related compensation tables.

2019 Operating Performance Highlights

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 challengesIn 2019, we had a strong year of operating performance as reported in our ~~business~~year-end financial results, including the following notable achievements:

Digital Infrastructure

Increased digital AUM to $13.8 billion as of December 31, 2019, which represents approximately 29% of the Company’s overall AUM and is a significant transformation from $1.9 billion of Digital AUM as ~~a result, during~~of December 31, 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~~Raised $4.1 billion in ~~third-party~~DCP, the Company’s digital real estate and infrastructure private equity fund

Committed nearly 75% of DCP capital ~~(including amounts~~to date

Completed the $14 billion acquisition of Zayo Group Holdings, Inc. by DCP on March 9, 2020

Acquired a 20.4% controlling interest in DataBank, a leading private owner and manager of edge data centers in the U.S., for approximately $185 million, representing the Company’s inaugural direct balance sheet investment in digital real estate

Dispositions/Financing/Corporate

Completed the $5.7 billion sale of the Company’s light industrial portfolio, including the related ~~to affiliates)~~operating platform, with net cash proceeds of approximately $1.25 billion for the Company’s share

~~completed an aggregate~~Completed $717 million of ~~$1.4 billion in gross asset value of asset monetizations in 2018~~planned sales and/or monetization assets within the OED segment, with net equity proceeds of ~~$914~~$566 million

~~announced~~Subsequent to year end, completed the sale of the Company’s 27.2% ownership interest in RXR Realty, a ~~corporate restructuring~~real estate investment management platform, for approximately $200 million resulting in a realized pre-tax gain of $106 million

Announced and ~~reorganization plan~~completed the redemption of all the Company’s outstanding 8.25% Series B and 8.75% Series E cumulative redeemable perpetual preferred stock for $408 million, which iswas settled in January 2020 eliminating $34 million of annualized preferred dividends

Refinanced an aggregate $2.3 billion of debt secured by our healthcare portfolio, including the $1.725 billion US GAHR loan

Refinanced the debt on three hospitality portfolios totaling $1.1 billion of debt on accretive terms that extend maturities 4-7 years

Achieved well over 100% of the expected ~~to generate~~total $50 to $55 million, ~~($45~~or $45 to $50 million on a cash ~~basis)~~basis, of the previously announced annual compensation and administrative cost savings ~~over the next 12 months of which approximately 50% of run-rate cost savings are currently in place~~on a run rate basis

~~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~~PAY FOR PERFORMANCE ALIGNMENT

In structuring our executive compensation program, the Compensation Committee is focused on enhancing the alignment of interest between our executive 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%~~made a significant majority of the annual cash bonus for executives contingent on achievement of objective corporate financial metrics (for 2020, objective corporate financial metrics have a 75% weighting)

setting targets ~~that were~~ more heavily weighted towards equity over cash compensation, with long-term incentive equity compensation representing ~~more than~~well over 50% of target total ~~target~~direct compensation

~~Table of Contents~~

~~beginning in 2018,~~granting at least 50% of long-term incentive equity compensation ~~granted by the Company is~~ in the form of performance-based awards (for 2020 and going forward, includes all long-term incentive equity compensation, whether granted by the Company or a managed public investment vehicle)

In addition, variable pay, consisting of long-term incentive equity awards and annual cash bonus, constitutes the vast majority of our executive compensation ~~(91%~~(93% for our Chief Executive Officer in ~~2018)~~2019). This weighting allows the Compensation Committee to reward strong performance and penalize poor performance. As discussed above, to build even stronger pay for-performance

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COMPENSATION DISCUSSION AND ANALYSIS

alignment with our stockholders, ~~beginning with equity compensation granted by us in 2018,~~ 50% of long-term incentive equity awards granted by the Company for 2019 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~~2019 total ~~pay~~compensation paid 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:

______________

(1)

Represents stock awards granted by the Company, CLNC and NRE in ~~2018.~~2019. The stock awards granted by the Company consisted of 50% performance-based awards and 50% time-based awards. Beginning with 2020, 50% of all stock awards, whether granted by the Company or other managed vehicles will be performance-based awards. For the Chief Executive Officer, excludes a one-time award, with a grant date fair value of $286,842, made in March 2019 in connection with Mr. Barrack’s increased responsibilities as Chief Executive Officer effective as of November 2018, which award is subject to time- and performance-based conditions. See “Elements of Compensation— Long-Term Incentive Equity Awards—CEO One-Time Award” below for additional information.


(2)	Amount reflects 115% of the 2019 annual cash bonus compensation that was earned by Mr. Barrack pursuant to the 2019 Annual Incentive Plan, which the Compensation Committee and Mr. Barrack agreed would not be paid in cash, but instead be paid in the form of shares of the Company’s Class A common stock, subject generally to a three-year lock-up.

~~Executive Compensation Outlook~~

We have created strong alignment between our executives and our stockholders through our use of long-term equity incentive awards that vest based on continued employment and relative TSR performance over three-year performance periods. As a result, when our stock price declines our executive officers are directly impacted as the value of their unvested time-based equity awards is reduced, as is the potential of earning awards that are based on future relative TSR performance. As a demonstration of this alignment, the fair value of outstanding unvested equity awards granted for 2018 and 2019 of our named executive officers as of December 31, 2019, calculated in accordance with FASB ASC Topic 718, has decreased by 42% for CLNY equity awards and by 37% for all equity awards, as compared to the grant date fair value of such awards calculated in accordance with FASB ASC Topic 718, as illustrated in the table below. The 42% decrease in the fair value of outstanding unvested equity awards is more than double the decrease in our company’s share price during the period from when the awards were issued through December 31, 2019.



	GRANT DATE FAIR VALUE OF OUTSTANDING UNVESTED EQUITY AWARDS AT DECEMBER 31, 2019⁽¹⁾						FAIR VALUE OF OUTSTANDING UNVESTED EQUITY AWARDS AT DECEMBER 31, 2019⁽²⁾						% DECREASE OF OUTSTANDING UNVESTED AWARDS AT DECEMBER 31, 2019
Name	CLNY		CLNC		TOTAL		CLNY		CLNC		TOTAL		CLNY		CLNC		TOTAL
Thomas J. Barrack, Jr.⁽³⁾	$	8,465,837	$	3,164,268	$	11,630,105	$	5,371,997	$	2,326,096	$	7,698,093	-37	%	-26	%	-34	%
Darren J. Tangen	$	7,049,230	$	1,062,755	$	8,111,985	$	3,634,488	$	789,968	$	4,424,456	-48	%	-26	%	-45	%
Mark M. Hedstrom	$	2,097,478	$	942,591	$	3,040,069	$	1,285,777	$	689,900	$	1,975,677	-39	%	-27	%	-35	%
Ronald M. Sanders	$	1,695,393	$	761,902	$	2,457,295	$	1,039,251	$	557,642	$	1,596,893	-39	%	-27	%	-35	%
Kevin P. Traenkle	$	1,108,282	$	2,472,235	$	3,580,517	$	581,647	$	1,872,707	$	2,454,354	-48	%	-24	%	-31	%
TOTAL	$	20,416,220	$	8,403,751	$	28,819,971	$	11,913,160	$	6,236,313	$	18,149,473	-42	%	-26	%	-37	%

(1)

Represents grant date fair value, calculated in accordance with FASB ASC Topic 718, for all outstanding equity awards that were granted to our named executive officers for 2018 and 2019 and which are unvested as of December 31, 2019. See footnote 2 to the Summary Compensation Table in “Compensation Tables and Related Narrative” for additional details on the calculation of grant date fair value.

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(2)

Represents fair value as of December 31, 2019, calculated in accordance with FASB ASC Topic 718 for all outstanding equity awards that were granted to our named executive officers for 2018 and 2019 and which were unvested as of December 31, 2019. See footnote 2 to the Summary Compensation Table in “Compensation Tables and Related Narrative” for additional details on the calculation of fair value.

(3)

Includes a one-time award made in March 2019 in connection with Mr. Barrack’s increased responsibilities as Chief Executive Officer effective as of November 2018, which award is subject to time- and performance-based conditions. The grant date fair value and December 31, 2019 fair value of such one-time award is $286,842 and $111,842, respectively. See “Elements of Compensation— Long-Term Incentive Equity Awards— CEO One-Time Award” below for additional information.

As ~~discussed above,~~we execute our digital evolution, the Compensation Committee ~~designed~~will continue to evaluate and structure the executive compensation program with a focus on enabling the Company to attract and retain the highest caliber talent while still maintaining a strong alignment of interests between our executive officers and stockholders.

STOCKHOLDER ENGAGEMENT/2019 SAY-ON-PAY VOTE — We Heard You. We Took Action.

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.

Our Board believes in listening to and communicating with stockholders. At our 2019 annual meeting of stockholders, 69% of shares were voted in favor of the advisory proposal on our executive compensation. In light of the disappointing results of our 2019 say-on-pay vote, as well as our decision to initiate a strategic shift to digital real estate and infrastructure during 2019, the Board and management embarked on a wholesale review and redesign of our executive compensation program and prioritized engagement with stockholders during 2019 and 2020.

Reached out to

stockholders

representing more than

50%

of outstanding shares

Our stockholder engagement campaign involved discussions with stockholders representing more than half of our shares, after excluding shares held by insiders.

In addition to management’s frequent interactions with stockholders throughout 2019, Nancy Curtin, our Lead Independent Director, and Craig Hatkoff, another independent Board member, both of whom were members of the Strategic Asset Review Committee, led and participated in a significant stockholder outreach campaign with senior management. The agenda for these discussions was to provide information to, and receive feedback from, stockholders regarding the Company’s digital strategy pivot, Board composition and refreshment, corporate governance practices, ESG policies and executive compensation program, among other topics. Additional discussion participants included Thomas J. Barrack, Jr., our Executive Chairman and Chief Executive Officer, Marc C. Ganzi, our incoming Chief Executive Officer (which will be effective July 1, 2020) and Chief Executive Officer of our digital realty platform, Mark M. Hedstrom, our Chief Financial Officer and Chief Operating Officer, and Ronald M. Sanders, our Chief Legal Officer.

The feedback we received from our stockholder outreach campaign was overwhelmingly positive regarding our digital pivot. In addition, certain stockholders praised our strong corporate governance practices as well as the 2019 Board refreshment actions including the addition of Dale Anne Reiss, who became the second female member of our Board.

We also had constructive dialogue with stockholders regarding our executive compensation program. The majority of the feedback related to our annual incentive plan for determining annual cash bonuses, including the emphasis of corporate financial metrics component as compared to the individual goals & objectives component and the disclosure regarding determinations for the individual goals & objectives component. We also received feedback from certain stockholders that our relative TSR performance-based equity awards did not have high enough payout thresholds.

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We strongly considered the feedback received on our executive compensation program from stockholders in implementing meaningful changes to our executive compensation program for 2020. These changes include increasing the corporate financial metrics component on executives’ annual cash bonuses from 60% to 75% and increasing the minimum and target performance payout thresholds for our performance-based equity awards.



What We Heard From Stockholders		How our Compensation Committee Responded
Majority of LTIP awards from the Company and managed companies consist of time-based awards		Implemented policy for 2020 that 50% of LTIP will be performance-based, regardless of the source of the LTIP
Portion of incentive payouts tied to individual goals & objectives is too high		Increased portion of cash incentive payout tied to corporate financial metrics from 60% to 75%, while decreasing the individual goals & objectives component from 40% to 25%
Increase rigor of relative TSR goals		For 2020 performance-based LTIP awards and going forward, (1) increased threshold for minimum payout from 10th percentile to 25th percentile; (2) increased target payout from 50^th percentile to 55th percentile performance ranking; and (3) implemented policy to cap payouts at 100% of target when absolute TSR is negative
Enhance disclosure of incentive payouts tied to individual goals & objectives		Presented enhanced disclosure in this Proxy Statement with individual goals & objectives, with comparisons to goals and actual results where possible
If setting performance goals lower than prior year’s target, provide enhanced disclosure as to rationale		Presented enhanced disclosure regarding rationale for target levels for 2019 that are below 2018

Our Compensation Committee is committed to making changes to the Company’s executive compensation program that reflect the feedback it received in these discussions with investors, such as more closely aligning the compensation of our executives with the long-term performance of the Company through a greater portion of incentive awards being tied to performance, rather than time, increasing the rigor of the associated compensation goals and enhancing the disclosure relating to compensation matters.

See “Executive Compensation Changes” below for additional details.

EXECUTIVE COMPENSATION CHANGES

For 2020, we have heard our stockholders and have made several meaningful changes to the structure of our executive compensation program to further strengthen our pay for performance ~~alignment.~~alignment and the alignment of the long-term interests of our management with our stockholders, including the following:

Significant reductions in target executive incentive compensation. The vast majority of our executive compensation is comprised of variable pay, consisting of long-term incentive equity awards and annual cash bonus. For ~~2019, our~~2020, the Compensation Committee ~~is committed~~(with agreement by each executive officer) reduced the size of potential annual cash bonuses and long-term equity incentive awards to ~~maintaining 2018’s enhanced pay~~more align executive compensation with peer group practices. For Mr. Barrack, our Executive Chairman and CEO, and Mr. Tangen, our President, this change resulted in an overall 10% reduction in their 2020 targets over 2019. For all named executive officers, aggregate target annual cash bonus and long-term equity incentives for ~~performance compensation framework and adopted~~2020 were reduced by 8% over 2019.

Substantial increase in percentage of annual cash bonus payout tied to corporate financial metrics. To further enhance the ~~2019~~effectiveness of 2020 Annual Incentive ~~Program for purposes~~Plan, the Compensation Committee increased the weighting of ~~evaluating cash bonus compensation of executive officers. The 2019~~corporate financial metrics in the program from 60% to 75%. Therefore, the 2020 Annual Incentive Program provides (i) a 75% weighting (up from 60% ~~weighting~~in the 2019 program) across ~~two~~three corporate financial metrics (including a company-wide measure of operating performance measuring core funds from operations (“Core FFO,” as defined in “—Non-GAAP Financial Measures” below), excluding net gains ~~(“Core FFO ex-gains”)~~ and aas may be further adjusted for net gains in investment management, and two key strategic ~~objective~~objectives to raise new third party ~~capital)~~capital and monetize assets), and (ii) a 25% weighting (down from 40% ~~weighting~~in the 2019 program) to individual goals and objectives (based on pre-established individual performance targets applicable to the responsibilities of the relevant executive officer).

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.The Compensation Committee ~~also expects to continue to grant~~commenced the granting of equity awards ~~in the Company with 50%~~ subject to performance-based vesting ~~conditions. In addition, as was the case~~beginning in 2018. These equity awards for 2018 and 2019

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are based on relative TSR performance against the Company’s peer group over a three-year period, with minimum and target payout thresholds at the 10th percentile and 50th percentile, respectively. For 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, for 2020, the Compensation Committee determined that 50% of all equity awards, whether issued by the Company ~~expects that our executive officers will~~or a managed investment vehicle, would be subject to performance-based vesting criteria.

Management Changes

We have recently experienced, and expect to continue to ~~receive a portion of their long-term incentive equity awards from~~experience, certain ~~publicly-traded companies that the Company manages.~~

~~In addition, we recently experienced several~~ changes to our executive management team. ~~Effective November 5, 2018,~~In July 2019, we designated Marc C. Ganzi as Mr. Barrack’s successor as Chief Executive Officer. In March 2020, we announced Mr. Ganzi’s appointment as our Chief Executive Officer will be effective July 1, 2020. At such time, Thomas J. Barrack, Jr., our current Executive Chairman ~~was also appointed as our~~and Chief Executive Officer, ~~and Darren J. Tangen, our then Chief Financial Officer and Treasurer, was also appointed~~will maintain his role as our ~~President.~~Executive Chairman. In addition, ~~effective January 1, 2019, Mark M. Hedstrom was appointed~~in March 2020, Jacky Wu joined our Company as Executive Vice President-Finance and, in connection with Mr. Ganzi’s appointment as Chief Executive Officer, Mr. Wu will become our Chief Financial Officer and Treasurer effective July 1, 2020. In connection with these changes, effective July 1, 2020, Mark M. Hedstrom, our current Executive Vice President, Chief Financial Officer, Chief Operating Officer and Treasurer, will continue his roles as Executive Vice President and Chief Operating Officer.

In addition, on April 1, 2020, the Company entered into a Separation and Release Agreement with Darren J. Tangen in connection with Mr. Tangen’s resignation as the Company’s President, effective April 10, 2020. Upon effectiveness of Mr. Tangen’s resignation on April 10, 2020, the Board appointed Mr. Barrack to serve as President of the Company 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~~current roles as the Company’s ~~President~~Executive Chairman and Chief Executive ~~Officer, and Mr. Saltzman~~Officer. Furthermore, effective as of February 29, 2020, Kevin P. Traenkle resigned as ~~a member of the Board effective November 6, 2018.~~our Chief Investment Officer. See “—Employment Agreements—Separation Agreement with ~~Richard B. Saltzman.~~Darren J. Tangen” and “—Employment Agreements—Separation Agreement with Kevin P. Traenkle.”

~~In setting~~ As a result of Mr. Tangen’s and Mr. Traenkle’s departures, 2020 target total direct compensation ~~targets for 2019,~~of the ~~Compensation Committee reduced the aggregate incentive compensation target levels for our~~Company’s current executive officers was reduced by ~~11% over~~approximately $9.5 million in the ~~prior year.~~aggregate.

~~2018 Compensation Decisions~~2019 COMPENSATION DECISIONS

~~The~~We present the following ~~tables present~~table of the total direct compensation (salary, annual cash bonus and long-term incentive equity awards) of our named executive officers ~~but not other~~as approved and considered by the Compensation Committee, which omits certain items required by SEC rules to be reported in the Summary Compensation Table presented

~~Table~~ in “Compensation Tables and Related Narrative” in this proxy statement. The below table reflects that, as discussed further below in “—Elements of ~~Contents~~

~~under “Executive~~Compensation—Annual Cash Bonus—2019 Annual Incentive Plan Overview”, the Compensation ~~and Other Information” below. Our current named executive officers~~Committee and Mr. ~~Saltzman were~~Barrack agreed that Mr. Barrack would not ~~executive officers~~receive any cash payment for his annual cash bonus compensation for 2019. Instead, 115% of ~~our predecessor, NorthStar Asset Management Group Inc. (NSAM), and, as a result, any equity awards~~the 2019 annual cash bonus compensation that was earned by Mr. Barrack pursuant to the 2019 Annual Incentive Plan was paid to ~~them by their former employer prior~~Mr. Barrack in the form of shares of the Company’s Class A common stock, subject generally to ~~January 10, 2017 (the closing of our merger with NSAM and NorthStar Realty Finance Corp., which we refer to as~~a three-year lock-up. In addition, the ~~“Merger”) are not~~following table excludes amounts reflected in the Summary Compensation ~~Table. In addition, our~~Table in respect of incentive fee allocation payments made to named executive officers, ~~receive a portion of their long-term incentive equity awards from certain publicly-traded companies that we manage, which~~as such payments are ~~not reflected~~generally non-recurring in ~~the Summary Compensation Table.~~nature. 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~~In addition, the ~~below tables,~~values of the ~~Company’s outperformance in third party capital raising as well as accelerated non-core asset monetizations and accretive common and preferred~~long-term 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 resultedincentive awards shown in the ~~cash bonuses paid to~~table below are substantially higher than the ~~Company’s named executive officers pursuant to~~current value of such awards. As of December 31, 2019, the ~~Company’s 2017 Annual Incentive Plan being 54% less than target~~fair value of outstanding unvested 2018 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~~2019 CLNY 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 calculated in ~~2017 and 2016 were granted subject to time-based vesting conditions.~~accordance with FASB ASC Topic 718 has decreased by 42% over the grant date fair values for such awards. See “—Pay for Performance Alignment” above.

~~Total NEO Direct Compensation~~

~~______________~~


~~(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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Total NEO Direct Compensation


	Salary									Cash Bonus Earned									Salary								Annual Cash Bonus Earned
Executive	2018			2017		2016⁽¹⁾		% Change from 2016 to 2018		2018			2017		2016⁽¹⁾		% Change from 2016 to 2018		2019			2018			% Change from 2018 to 2019		2019			2018			% Change from 2018 to 2019
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	%	$	1,000,000		$	1,000,000		0.0	%	$	—	(1)	$	3,963,053	(2)	-100.0	%
Darren J. Tangen	$	475,000		$	475,000	$	447,000	6.3	%	$	2,346,600		$	885,788	$	1,525,875	53.8	%
Darren J. Tangen⁽³⁾																			$	550,000		$	475,000		15.8	%	$	2,194,533		$	2,346,600		-6.5	%
Mark M. Hedstrom	$	475,000		$	475,000	$	475,000	0.0	%	$	1,479,414		$	768,552	$	1,402,631	5.5	%	$	500,000		$	475,000		5.3	%	$	1,745,651		$	1,479,414		18.0	%
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	%	$	450,000		$	432,000		4.2	%	$	1,459,364		$	1,323,130		10.3	%
Richard B. Saltzman	$	800,000		$	800,000	$	800,000	0.0	%	$	—	⁽³⁾	$	1,423,727	$	2,817,000	-100.0	%
Kevin P. Traenkle⁽⁴⁾																			$	500,000		$	472,000		5.9	%	$	1,870,341		$	1,944,041		-3.8	%

Total	$	3,654,000		$	3,654,000	$	3,626,000	0.8	%	$	11,056,238		$	7,164,656	$	13,536,271	-18.3	%	$	3,000,000		$	2,854,000		5.1	%	$	7,269,889		$	11,056,238		-34.2	%

	Long-Term Incentive Equity Awards⁽⁴⁾									Total Compensation									Long-Term Incentive Equity Awards⁽⁵⁾								Total Compensation
Executive	2018⁽⁵⁾			2017⁽¹⁾		2016⁽¹⁾		% Change from 2016 to 2018		2018			2017		2016⁽¹⁾		% Change from 2016 to 2018		2019⁽⁶⁾			2018⁽⁶⁾			% Change from 2018 to 2019		2019			2018			% Change from 2018 to 2019
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	%	$	5,846,173	(7)	$	3,733,208		56.6	%	$	6,846,173		$	8,696,261		-21.3	%
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	%
Darren J. Tangen⁽³⁾																			$	1,694,844		$	1,119,744	⁽⁸⁾	51.4	%	$	4,439,377		$	3,941,344		12.6	%
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	%	$	1,330,971		$	1,158,353		14.9	%	$	3,576,622		$	3,112,767		14.9	%
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	%	$	1,075,707		$	936,437		14.9	%	$	2,985,071		$	2,691,567		10.9	%
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	%
Kevin P. Traenkle⁽⁴⁾																			$	442,936		$	923,018		-52.0	%	$	2,813,277		$	3,339,059		-15.7	%

Total	$	10,664,659		$	9,978,000	$	10,010,000	6.5	%	$	25,374,897		$	20,796,656	$	27,172,271	-6.6	%	$	10,390,631		$	7,870,760		32.0	%	$	20,660,520		$	21,780,998		-5.1	%



(1)	Reflects ~~amounts paid or granted prior~~the agreement between the Compensation Committee and Mr. Barrack for Mr. Barrack not to receive any cash payment for his 2019 annual cash bonus. Instead, $5,448,925, which is equal to 115% of $4,738,196, which was the 2019 annual cash bonus compensation that was earned by Mr. Barrack and payable in cash pursuant to the ~~Merger by their former employer.~~2019 Annual Incentive Plan, was paid to Mr. Barrack in the form of shares of the Company’s Class A common stock, subject generally to a three-year lock-up. See “—Elements of Compensation—Annual Cash Bonus—2019 Annual Incentive Plan Overview” below.
(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-term 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 reached a mutual agreement in which Mr. Saltzman no longer serves~~Tangen resigned as the Company’s President, effective April 10, 2020 and ~~Chief Executive Officer, and Mr. Saltzman resigned as~~entered into a ~~member of~~separation agreement with the ~~Board effective November 6, 2018. As a result, Mr. Saltzman did not receive a cash bonus for 2018.~~Company on April 1, 2020. See “—Employment Agreements—Separation Agreement with ~~Richard B. Saltzman,~~Darren J. Tangen,” ~~“Executive~~ “—Compensation Tables and ~~Other Information”~~Related Narrative” and the related compensation tables for information regarding our separation agreement with, and payments to be made to, Mr. Tangen in connection with his separation from the Company.
(4)	Mr. Traenkle resigned as the Company’s Chief Investment Officer, effective February 29, 2020 and entered into a separation agreement with the Company on February 26, 2020. See “—Employment Agreements—Separation Agreement with Kevin P. Traenkle,” “—Compensation Tables and Related Narrative” and the related compensation tables for information regarding our separation agreement with, and payments made to, Mr. ~~Saltzman.~~Traenkle in connection with his separation from the Company.
~~(4)~~(5)	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. For long-term incentive equity awards issued by their former employer in 2016 and 2017, 100% were subject to time-based vesting conditions. On average, 58% 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. The current value of such awards has declined substantially. See “—Pay for Performance Alignment” above. For long-term incentive equity awards granted by the Company in ~~2019,~~2020, 50%, or ~~976,562~~7,462,500 restricted stock units, were subject to performance-based vesting conditions, with the remaining 50%, or ~~976,562~~7,462,500 shares of Class A common stock subject to time-based vesting conditions.
~~(5)~~	~~Represents~~ Executive officers did not receive any long-term incentive equity awards from any Company managed investment vehicle and, as a result, 50% of all long-term incentive equity awards received by executive officers for 2020 was subject to performance-based vesting.
(6)	On average, 64.4% and 57.9% of long-term incentive equity awards received by our named executive officers in 2019 and 2018, respectively, were 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—~~Compensation—Long-Term Incentive Equity ~~Awards”~~Awards-Equity Awards Granted by Managed Companies” below for additional information regarding the long-term incentive equity ~~awards.~~

~~Table of Contents~~

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 %

awards granted to our named executive officers by managed investment vehicles.
(7)	Includes $1 million of Mr. Barrack’s 2018 annual cash bonus compensation earned pursuant to the subjective component of the 2018 Annual Incentive Plan, which was paid in the form of long-term equity incentive equity awards for 2019. Excludes a one-time award, with a grant date fair value of $286,842, made in March 2019 in connection with Mr. Barrack’s increased responsibilities as Chief Executive Officer effective as of November 2018, which award is subject to time- and performance-based conditions. See “—Elements of Compensation—Long-Term Incentive Equity Awards-CEO One-Time Award” below.
~~(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)~~(8)	Excludes a ~~$5 million~~ one-time award granted to Mr. Tangen by the Company in March 2018 for retention purposes, 50% of which was subject to time-based vesting and the remaining 50% subject to performance-based ~~vesting. See “—Elements of Executive Officer Compensation and Benefits—Long-Term Incentive Equity Awards” below.~~vesting, consistent with the vesting conditions for equity awards granted by the Company to executives in 2018.

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As illustrated by the tables above, the Company’s outperformance in Core FFO Ex-Net Gains/Losses Adjusted for Cash Liquidity (as defined in “—Non-GAAP Financial Measures” below) was offset by its underperformance in third party capital raising, primarily as a result of the Company’s decision to pivot to digital, and resulted in an achievement of approximately target for the Company’s executive officers’ cash bonuses paid pursuant to the 2019 Annual Incentive Plan. In addition, while total direct compensation decreased by approximately 5% over 2018 for our 2019 named executive officers, the Compensation ~~Practices~~Committee considered that such total direct compensation comparison does not include compensation that was paid to our former Chief Executive Officer, who stepped down in November 2018. If the compensation paid to our former Chief Executive Officer for 2018 is taken into account, total direct compensation for named executive officers in 2019 decreased by 18.6%. This substantial year-over-year decrease is in spite of certain executive officers, including Mr. Barrack, Mr. Tangen and Mr. Hedstrom, taking on more responsibilities in connection with the departure of our former Chief Executive Officer.

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:



What We Do		What We Don’t Do
	Pay for ~~performance - the~~performance. The vast majority of total compensation is tied to performance (i.e., there are minimum incentive targets, but not guaranteed minimum payments) and salaries comprise a relatively small portion of each executive’s overall compensation opportunity.		No Tax Gross Ups. We do not provide tax gross-ups on compensation payments made in connection with a change of control.
	~~Create~~ Long-term alignment with ~~stockholders – our~~stockholders. Our equity incentive awards are subject to time-based, multi-year vesting schedules to enhance executive officer retention.		No Guaranteed Bonuses. We do not provide guaranteed bonuses.
	Relative TSR Performance Alignment. We ~~further aligned~~align the interest of our executive officers with our long-term investors by designing our equity compensation program to provide for future multi-year, performance-based equity awards ~~that use~~based on relative total stockholder return ~~as the main metric.~~performance.		No Single Trigger Cash Severance. We do not provide for single trigger cash severance in connection with a change of control.
	~~Impose a clawback policy with respect to incentive payments.~~ Absolute TSR Performance Cap. For 2020 and going forward, payouts of performance-based equity awards are capped at target when absolute TSR is negative.		No Dividends on Unearned Performance-Based Awards. We will not pay dividends or distributions on unearned equity awards subject to performance-based vesting.
	~~Follow robust stock ownership guidelines for our executives~~ Emphasis on Performance-Based Awards. For 2019 and ~~directors.~~going forward, 50% of all long-term incentive awards granted to executive officers are performance-based (regardless of the source of such award).		No Hedging. We do not allow hedging or pledging of Company securities.
	~~Consider and benchmark peer companies in establishing executive compensation.~~ Clawback Policy. We impose a clawback policy with respect to incentive payments.		No Executive Retirement Benefits. We do not provide executive officers with additional qualified or nonqualified retirement benefits.
	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.

~~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

~~Table of Contents~~

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~~COMPENSATION 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. In recent years, with the leadership of our executive officers, we have made substantial progress in simplifying our business, including our recent determination to pursue a digital-focused strategy. Unlike many other public companies that are either pure play REITs or alternative asset management companies that manage capital on behalf of third party investors, our company does both. We not only manage capital on behalf of third party investors ($36 billion as of December 31, 2019) but also we have a substantial balance sheet with investment interests that we manage on behalf of our stockholders ($13 billion as of December 31, 2019). As discussed further in “—Peer Benchmarking” below, because of the Company’s multi-faceted business, the Compensation Committee has historically evaluated and implemented elements of compensation programs from both REITs and alternative asset managers in designing our executive compensation program, in order for us to remain competitive in the market for attracting and retaining executive talent.

43 COLONY CAPITAL, INC. 2020 PROXY STATEMENT

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COMPENSATION DISCUSSION AND ANALYSIS

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~~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~~2019 Annual Incentive Plan established by the Compensation Committee for ~~2018~~2019 cash bonuses, see “—Elements of ~~Executive Officer Compensation and Benefits—~~Compensation—Annual Cash Bonus—~~2018~~2019 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~~conditions. Furthermore, the Compensation Committee increased the rigor of such performance-based equity compensation granted in 2020 by increasing the minimum and target performance thresholds for payout. See “—Elements of ~~Executive Officer~~ Compensation an~~d Benefits—Long-Term~~—Long-Term Incentive Equity Awards” ~~below).~~below.

E~~quity~~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~~for 2018 and 2019 included NRE and CLNC, as discussed below in “—“—Elements of ~~Executive Officer Compensation and Benefits—~~Compensation—Long-Term Incentive Equity Awards.” For equity awards granted by the Company, the actual number of shares or restricted stock units, as applicable, granted pursuant to each type of award is based on the dollar 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 fiscal quarter and year end earnings. 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~~Company. See “—Employment ~~Agreements” below).~~Agreements” below.

~~Process for Determining Compensation Awards~~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,~~2019, 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 for 2019, the Compensation Committee referred to the established company peer group for benchmarking ~~purposes (see~~purposes. In February 2020, the Compensation Committee implemented changes to its peer group for 2020 executive compensation matters. See “—Peer Benchmarking” ~~below).~~

~~Table of Contents~~

below.

With respect to ~~certain~~our executive officers, including our named executive officers, the Compensation Committee determined ~~2018~~2019 base salaries, considered target annual cash bonuses and long-term incentive equity awards and adopted a ~~2018~~2019 Annual Incentive Plan. The ~~2018~~2019 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~~ 2019

44 COLONY CAPITAL, INC. 2020 PROXY STATEMENT

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COMPENSATION DISCUSSION AND ANALYSIS

was determined by the Compensation Committee in the first quarter ~~2019~~2020 based on the achievement of the pre-established goals incorporated into the ~~2018~~2019 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 and 2019, 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%. In making this modification in February 2019, the Compensation Committee took into consideration that the impact of the modification to the fair value of such performance-based awards was minimal and believed that the award recipients were not gaining an economic benefit from this modification. See “—Elements of ~~Colony Capital Executive Officer Compensation and Benefits—~~Compensation—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,~~2020, the Compensation Committee ~~determined~~approved the 2020 executive compensation program, but made meaningful changes from the 2019 executive compensation program based on feedback from the Company’s stockholder outreach campaign, as highlighted above in “—Executive ~~Summary~~—Summary—Executive Compensation ~~Outlook.~~Changes.” In addition, in early ~~2019,~~2020, the Compensation Committee determined to have the Company grant ~~2019~~2020 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,~~2019, based on recommendations made by FW Cook and input from management, the Compensation Committee generally maintained the group of peer companies as determined by the Compensation Committee in 2017, which ~~consists~~consisted of companies similarly situated to our Company (prior to our decision to pursue our digital evolution) in terms of industry, line of business, scope and scale and market value.

In ~~selecting~~recommending 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~~includes both REITs and alternative asset managers.

Out of our Company’s total Core FFO and assets under management, approximately 35% and 74%, respectively, is generated by, or related to, our investment management business, which supports alternative asset managers representing approximately 43% of our peer group. We appreciate that our target total executive compensation is higher than those of our REIT peers on a standalone basis; however, when comparing our target total executive compensation to our alternative asset manager peers, our target compensation is below the 25th percentile. While REITs and alternative asset managers typically have very different executive compensation programs and structures, it is important in light of our company’s multi-faceted business to implement elements from both programs in order to remain competitive in the market for attracting and retaining executive talent, particularly in our investment management business where we are focused on growth. Further, our alternative asset manager peers generally have executive compensation programs with incentive fee allocations as the primary element of compensation. This asset manager compensation structure is typically very different from the compensation structures of not only REITs but also most other public companies. Because our incentive fee allocation payments to executive officers are typically non-recurring in nature (see “-Incentive Fee Allocations” below), the Compensation Committee believes adopting such an alternative asset manager compensation structure in its entirety would not currently further our goals of aligning interests of our executives with stockholders and attracting and retaining the best executive talent. Accordingly, with recommendations and guidance from FW Cook, the Compensation Committee undergoes a robust review process for peer benchmarking our executive compensation by evaluating different types of compensation programs, analyzing the complex aspects of our business and considering our ability to be competitive in the market for executive talent.

45 COLONY CAPITAL, INC. 2020 PROXY STATEMENT

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COMPENSATION DISCUSSION AND ANALYSIS

Our peer group for ~~2018~~2019 consisted of the following companies:



Company		GICS Sub-Industry
Apollo Global Management		Asset Management and Custody Banks
Ares Management		Asset Management and Custody Banks
Blackstone Group		Asset Management and Custody Banks
Brookfield Asset Management		Asset Management and Custody Banks
Carlyle Group		Asset Management and Custody Banks
CBRE Group		Real Estate Services
Duke Realty		Industrial REIT
~~HCP~~Healthpeak Properties, Inc. (fka HCP)		Healthcare ~~REIT~~
~~Hospitality Properties Trust~~⁽¹⁾		~~Hotel and Resort~~ REIT
Host Hotels & Resorts		Hotel and Resort REIT
Jones Lang LaSalle		Real Estate Services
Kennedy-Wilson		Real Estate Operating Companies
KKR & Co		Asset Management and Custody Banks
Oaktree Capital		Asset Management and Custody Banks
Prologis		Industrial REIT
Ventas		Healthcare REIT
W. P. Carey		Diversified REIT

The Compensation Committee generally reviews the peer group on an annual basis. In light of the Company’s decision during 2019 to pivot to a digital-focused strategy, the Compensation Committee’s review with FW Cook of the peer group for 2020 focused on ensuring the peer group would not only consist of companies with comparable organization size and financial metrics, but would also evolve appropriately to reflect the new business strategy. Among other metrics and analysis, FW Cook considered the Company’s digital focus and increased digital AUM and the sales of its managed European REIT and light industrial platform during 2019. Following such review and recommendations made by FW Cook, the Compensation Committee determined to significantly revise the Company’s 2019 peer group for the 2020 executive compensation program to remove certain REITs that were inconsistent with the Company’s digital-focused strategy and to remove alternative asset managers that were significantly larger than the Company in terms of revenue and AUM:

Removed Brookfield Asset Management, CBRE Group, Duke Realty, Jones Lang LaSalle, and Prologis

Added CyrusOne, QTS Realty Trust, Switch and Ladder Capital

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 for the reasons outlined below.

We align the interest of our executive officers with our long-term investors by designing our equity compensation program to provide for future multi-year, performance-based equity awards based on relative total stockholder return performance. The vast majority of total compensation of our executive officers is tied to performance and salaries comprise a relatively small portion of each executive’s overall compensation opportunity. Our equity incentive awards are subject to time-based, multi-year vesting schedules to enhance executive officer retention. Since 2018, 50% of the long-term incentive awards granted by the Company to executive officers have also been subject to performance-based conditions. For 2020 and going forward, payouts of performance-based equity awards are capped at target when absolute TSR is negative. For 2020 and going forward, 50% of all long-term incentive awards granted to executive officers are performance-based.

As discussed below, the Compensation Committee adopted a clawback policy, which may require an executive officer to repay incentive payments where a restatement of our financial statements is filed with the SEC and a lower payment would have been made to the executive officer based upon the restated financial results, or where it is subsequently determined that an executive officer knowingly provided inaccurate information that caused an incorrect determination regarding attainment of a performance goal that would have resulted in a lower payment to the executive officer and the executive officer was terminated for cause.


~~(1)~~
In January 2019, based on recommendations by FW Cook, Hospitality Properties Trust was removed from our peer group for purposes of benchmarking executive compensation for 2019 due to a lack of compensation data as an externally managed REIT.

~~Elements~~46 COLONY CAPITAL, INC. 2020 PROXY STATEMENT

Table of ~~Executive Officer Compensation~~Contents

COMPENSATION DISCUSSION AND ANALYSIS

Our stock ownership guidelines for our executives and ~~Benefits~~directors and our prohibition on hedging and pledging of Company securities further align the interest of our executive officers with the long term interests of our shareholders.

We do not provide for single trigger cash severance in connection with a change of control.

ELEMENTS OF COMPENSATION

The ~~following is a summary of the~~key elements of ~~the~~our executive 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:~~are as follows:

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,~~tri-party merger among Colony Capital, Inc., NorthStar Asset Management Group Inc. and NorthStar Realty Finance Corp. (the “Merger”) in January 2017, 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~~

~~Table of Contents~~

~~below~~each named executive officer (other than Mr. Barrack) in recognition of the additional roles and responsibilities undertaken as well as to align such salaries with the peer group market median. Mr. Barrack’s base salary for 2019 was the same as it was for 2018 and was equal to the minimum base salary negotiated in his employment agreement. The table below sets forth the base salaries of our named executive officers for the ~~2017~~2018 and ~~2018~~2019 years:


	Base Salary (1)						BASE SALARY
Named Executive Officer	2017		2018		Percentage Change (from 2017 to 2018)
NAMED EXECUTIVE OFFICER							2018		2019		PERCENTAGE CHANGE (from 2018 to 2019)
Thomas J. Barrack, Jr.	$	1,000,000	$	1,000,000	0	%	$	1,000,000	$	1,000,000	0.0	%
Darren J. Tangen	$	475,000	$	475,000	0	%	$	475,000	$	550,000	15.8	%
Mark M. Hedstrom	$	475,000	$	475,000	0	%	$	475,000	$	500,000	5.3	%
Ronald M. Sanders							$	432,000	$	450,000	4.2	%
Kevin P. Traenkle	$	472,000	$	472,000	0	%	$	472,000	$	500,000	5.9	%
Ronald M. Sanders	$	432,000	$	432,000	0	%
Richard B. Saltzman	$	800,000	$	800,000	0	%



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	Page
PROXY SUMMARY	2
	~~Page~~
~~ABOUT THE MEETING~~PROPOSAL NO. 1: Election of Directors	19
~~OUR COMPANY~~Board of Directors	410
~~PROPOSAL 1: ELECTION OF DIRECTORS~~Corporate Governance	623
~~BOARD OF DIRECTORS AND~~ Information about our Board of Directors and its Committees	27
Director Compensation	30

EXECUTIVE OFFICERS	733

~~INFORMATION REGARDING CORPORATE GOVERNANCE AND BOARD AND COMMITTEE MEETINGS~~PROPOSAL NO. 2: Non-Binding, Advisory Vote to Approve Named Executive Officer Compensation	1435

COMPENSATION COMMITTEE REPORT	35

COMPENSATION DISCUSSION AND ANALYSIS	2136
~~EXECUTIVE COMPENSATION AND OTHER INFORMATION~~Executive Summary	3836
~~COMPENSATION COMMITTEE REPORT~~Compensation Tables and Related Narrative	4361
~~COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION~~Equity Compensation Plan Information	4366
~~COMPENSATION OF DIRECTORS~~	44
~~SECURITIES AUTHORIZED FOR ISSUANCE UNDER EQUITY COMPENSATION PLANS~~	46
~~REPORT OF THE AUDIT COMMITTEE~~	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	5067

PROPOSAL NO. 3: Ratification of Appointment of our Independent Registered Public Accounting Firm	70

AUDIT COMMITTEE REPORT	70

INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM	71

CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS	5472

FREQUENTLY ASKED QUESTIONS AND ANSWERS	74

OTHER INFORMATION	78
~~OTHER MATTERS~~Incorporation by Reference	5679

APPENDIX A–PROXY CARD	A-1



PROPOSAL		BOARD RECOMMENDATION	FOR MORE INFORMATION
1	Election of Directors	FOR each of the nominees listed on the enclosed proxy card	Page 9
2	To adopt a resolution approving, on a non-binding, advisory basis, named executive officer compensation	FOR	Page 36
3	To ratify the appointment of Ernst & Young LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2020	FOR	Page 71




BY INTERNET USING A COMPUTER	BY TELEPHONE	BY MAIL

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




THOMAS J. BARRACK, JR. Executive Chairman & Chief Executive Officer

April 1, 2020 Los Angeles, California


1.	~~To elect 11~~ Election of Directors: Elect 12 directors ~~from the nominees named in the attached proxy statement~~nominated by our Board of Directors, each to serve ~~one-year terms expiring at~~until the ~~2020~~2021 annual meeting of stockholders and until ~~their successors are~~his or her successor is duly elected and qualified;


2.	~~To approve (on~~ Advisory Vote on Executive Compensation: Approve, on a non-binding, ~~basis) the compensation of our~~advisory basis, named executive ~~officers~~officer compensation as ~~of December 31, 2018;~~disclosed in the accompanying proxy statement;


3.	~~To ratify~~ Ratification of Independent Registered Public Accounting Firm: Ratify the appointment of Ernst & Young LLP as ~~the Company’s~~our independent registered public accounting firm for ~~2019;~~the fiscal year ending December 31, 2020; and


4.	~~To transact such~~ Other Business: Transact any other business asthat may properly come before the ~~meeting~~2020 Annual Meeting or any ~~adjournment~~postponement or ~~postponement~~adjournment of the ~~meeting.~~2020 Annual Meeting.


–	to rotate our balance sheet capital into total-return driven assets in which we have a durable competitive advantage, favorable growth prospects, low recurring capital expenditures and a significant control position


–	to strengthen our balance sheet by retiring and refinancing our liabilities


–	to co-invest balance sheet deployment with a significant quantum of third-party capital, on which we expect to earn attractive investment management economics


–	to grow our cash flow through the accelerated expansion of our balance sheet-led digital real estate investments


–	to simplify complexity and confusion of our strategy and balance sheet by defining a clear mission with easily definable assets and business silos



		NOTICE OF ANNUAL MEETING OF STOCKHOLDERS



Over 90% independent	25% of directors are female	average tenure: 5.2 years



		DIRECTOR	INDEPENDENCE		STANDING COMMITTEE MEMBERSHIPS
NAME	AGE	SINCE	STATUS⁽¹⁾	OCCUPATION	AC	CC	NG	RC
Thomas J. Barrack, Jr.	72	2009	No (Employed by the Company)	Executive Chairman and Chief Executive Officer of CLNY	—	—	—	—
Douglas Crocker II	79	2017	Yes	Former Chairman of Pearlmark Multifamily Partners	M, E	—	—	M
Nancy A. Curtin⁽²⁾	62	2015	Yes	Former CIO/Head of Investments of Close Brothers Asset Management	—	—	—	M
Jeannie H. Diefenderfer	59	—⁽³⁾	Yes	Founder/CEO of courageNpurpose, LLC	—	—	—	—
Jon A. Fosheim	69	2017	Yes	Former CEO of Oak Hill REIT Management	M, E	—	C	—
Craig M. Hatkoff	65	2019	Yes	Founder of Victor Capital Group, LP	—	—	M⁽⁵⁾	M⁽⁴⁾
Raymond C. Mikulich	67	2019	Yes	Managing Partner of Ridgeline Capital Group LLC	—	M⁽⁴⁾	—	M⁽⁴⁾
George G. C. Parker	80	2009	Yes	Dean Witter Distinguished Professor of Finance, Stanford University	C,E	M	—	—
Dale Anne Reiss	72	2019	Yes	Global and Americas Director of Real Estate, Hospitality and Construction, Ernst & Young LLP (retired)	M, E⁽⁴⁾	—	M⁽⁴⁾	—
Charles W. Schoenherr	60	2017	Yes	Managing Director of Waypoint Residential, LLC	M, E	M	—	—
John A. Somers	76	2009	Yes	Former Head of Fixed Income and Real Estate for TIAA-CREF	—	—	M	C
John L. Steffens	78	2009	Yes	Founder of Spring Mountain Capital, LP	—	C	M	—


(1)	Independence is determined by the Board of Directors in accordance with the applicable New York Stock Exchange listing standards.


(3)	Director nominee for the 2020 Annual Meeting pursuant to the 2020 Cooperation Agreement.



No Classified Board	Majority Voting Standard for Election of Directors	Anti-Hedging/Pledging Policy
Opted out of MUTA⁽¹⁾	Favorable Stockholder Rights⁽²⁾ (	Stock Ownership Guidelines for Directors and Officers


(1)	Stockholder approval required for CLNY board to adopt a classified board structure and other anti-takeover ~~provisions)~~provisions.

	~~Favorable Stockholder Rights~~ (
(2)	CLNY stockholders have the ability to call special stockholders meetings, remove and replace directors, amend bylaws, approve increases in the number of shares authorized for ~~issuance)~~issuance.



What We Heard From Stockholders		How our Compensation Committee Responded
Majority of ~~Strategy~~long-term incentive equity plan (LTIP) awards from the Company and ~~Risk~~managed companies consist of time-based awards	~~Risk Committee -~~ ~~formed in 2017 to oversee comprehensive scale risk assessment and risk management~~	Implemented policy for 2020 that 50% of LTIP will be performance-based, regardless of the ~~Company~~source of the LTIP
Portion of incentive payouts tied to individual goals & objectives is too high		For 2020, decreased the portion of cash incentive payout tied to individual goals & objectives from 40% to 25%
Increase rigor of relative TSR goals	~~Strategic Asset Review Committee -~~ ~~formed~~	For 2020 performance-based LTIP awards and going forward, (1) eliminated payouts below 25th percentile performance ranking (previously payout for threshold vesting was at 10th percentile); (2) increased target payout to 55th percentile performance ranking (previously target payout was at 50th percentile); and (3) implemented policy to cap payouts at 100% of target when absolute TSR is negative
Enhance disclosure of incentive payouts tied to individual goals & objectives		Presented enhanced disclosure in this Proxy Statement with individual goals & objectives, with comparisons to goals and actual results where possible (see page 49)
If setting performance goals lower than prior year’s target, provide enhanced disclosure as to rationale		Presented enhanced disclosure regarding rationale for target levels for 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~~ that are below 2018 (see page 48)



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



	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	%


~~(1)~~	For 2019, the annual base salaries for all 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.~~



PERFORMANCE AND PAY-OUT LEVEL⁽¹⁾	CORE FFO ~~EX-GAINS~~EX-NET GAINS/LOSSES ADJUSTED FOR CASH LIQUIDITY⁽²⁾	THIRD-PARTY CAPITAL RAISE	INDIVIDUAL GOALS & OBJECTIVES
150%	$~~0.70~~0.59 per share or greater	$~~5.4~~3.6 billion or greater	Varies by individual⁽³⁾
100%	$~~0.64~~0.53 per share or greater	$~~3.9~~2.6 billion or greater
0%	Less than ~~$0.58~~$0.47 per share	Less than ~~$2.4~~$1.6 billion⁽⁴⁾


(1)	Linear interpolation applies for performance between the levels set forth ~~below.~~above.



	2019 CLNY MANAGEMENT PRIORITIES	TARGETS AND GOALS ACHIEVED FOR 2019
Balance Sheet Optimization	•Successfully resolve $1.7 billion U.S. GAHR debt which matures in December 2019 •Create significant liquidity to patiently assess the most attractive opportunities •Reduce leverage opportunistically	•Generated $1.25 billion of liquidity from the December 2019 sale of the Company’s industrial portfolio, which was used to redeem $403 million of preferred equity (with a weighted average rate of 8.6%), invest $185 million into Databank and fully pay down the Company’s corporate credit facility •Generated substantial liquidity during 2019, such that liquidity as of March 1, 2020 is $1.3 billion (cash and borrowing capacity) •Refinanced $2.3 billion of debt in the Company’s healthcare portfolio, including the $1.7 billion U.S. GAHR loan, which addressed all material near-term maturities in the Company’s healthcare portfolio •Refinanced $1.1 billion of debt in the Company’s hospitality portfolio on accretive terms that extend outside maturities four to seven years •Closed a $1.0 billion commercial real estate collateralized loan obligation for CLNC, in which the Company owns an approximate 36% interest •Terminated $2.0 billion notional interest rate swap for an aggregate $365 million
Significantly Reduce G&A	•Complete $50-55 million of annualized cost savings	•Achieved over 100% of the original cost savings target on a run-rate basis to-date with additional expected savings in 2020
Grow Investment Management Business	•Use balance sheet to seed platforms, co-investment opportunities, and funds in real estate and private equity with goal to ultimately be “balance sheet light” at 10% capital or less •Successfully launch new products: Bulk Industrial, Emerging Markets, Energy & Smart Index	•Held final closing for $4.1 billion inaugural Digital Colony Partners fund and reached a definitive agreement to acquire Zayo Group Holdings in $14 billion take-private with $2.2 billion of equity co-investment committed (take-private closed in March 2020) •Held a first closing of our fifth global real estate credit fund with $428 million of commitments •Alpine Energy Capital, the Company’s energy investment management arm formed a strategic joint venture with California Resources California Resources Corporation (NYSE: CRC), to which Alpine has committed to fund $320 million for the development of CRC’s flagship Elk Hills field. Subsequently, Alpine successfully closed on a $125 million senior financing and $60 million co-invest equity syndication of the CRC investment •Launched the DoubleLine Colony Real Estate and Income Fund which licenses the Colony REIT Index • Closed on the acquisition of bulk industrial assets in which a 49% interest, or approximately $70 million of equity, was syndicated to a third party •Closed on the acquisition of Latin American investment management business of Abraaj



	2019 CLNY MANAGEMENT PRIORITIES	TARGETS AND GOALS ACHIEVED FOR 2019
Business Simplification	•Continue monetization of non-strategic OED assets by returning in excess of $500 million of equity capital •Opportunistically monetize other balance sheet positions to create additional liquidity •Sell down of CLNC and/or CIF GP Positions as well as select sales in RE Verticals •Monetization of non-core investment management business such as RXR and Steelwave •Repayment of warehoused CDCF V seed investments and Tolka by raising third-party capital	•Completed the sale of the Company’s light industrial platform for $5.7 billion, delivering a 17% IRR while utilizing modest leverage and generating over $1.25 billion of proceeds for the Company •Completed the sale of the Company’s managed European REIT (NRE), delivering a 16% IRR and generating gross proceeds of $160 million to the Company for its 11% share position and management contract •Completed monetizations in the Company’s Other Equity and Debt segment returning $566 million of equity, including $115 million in proceeds received for warehoused seed investments from third party investors in the Company’s fifth global real estate credit fund •Completed sale of certain non-core investment management businesses, including Steelwave, Hamburg Trust and RXR (closed subsequent to 2019 year end) generating over $230 million of equity proceeds to the Company •Initiated process to monetize the CLNC management contract to simplify the Company and CLNC
Increase Net Asset Value (NAV) & Stock Price	•Take steps to restore market confidence and reduce stock price trading discount to NAV •Drive NAV growth by deploying capital into investment management businesses and platforms	•Formed Strategic Asset Review Committee and following a comprehensive review of alternatives, set a long term Digital strategic focus to grow future NAV •Successfully combined with Digital Bridge Holdings and named Marc Ganzi future CEO; introduced Digital strategy at 2019 BAML RE conference and Dec-19 public Investor Presentation •Sold the Company’s light industrial platform significantly above the net asset value ascribed by research coverage analysts prior to sale transaction


~~(2)~~(3)	Represents the average payout percentage of target among our named executive officers (excluding Mr. Saltzman) and including the agreement to pay $1 million of Mr. Barrack’s cash bonus earned from the individual goals & objectives component in the form of long-term equity awards.officers.


NAME	PAYOUT PERCENTAGE OF TARGET			2018 ANNUAL CASH BONUS		PAYOUT PERCENTAGE OF TARGET			2019 ANNUAL CASH BONUS
Thomas J. Barrack, Jr.	94	%	⁽¹⁾		$3,963,053	0.0	%	(1)		$—
Darren J. Tangen	117	%			$2,346,600	99.8	%			$2,194,533
Mark M. Hedstrom	117	%			$1,479,414	99.8	%			$1,745,651
Ronald M. Sanders						99.8	%			$1,459,364
Kevin P. Traenkle	117	%			$1,944,041	99.8	%			$1,870,341
Ronald M. Sanders	117	%			$1,323,130
Richard B. Saltzman⁽²⁾	n/a			n/a


	CLNY Time-Based Award ($)	CLNY Performance-Based Award ($)	CLNY Total Long-Term Incentive Equity Award ($)	% of CLNY Total Long-Term Incentive Equity Award				CLNY Time-Based Award ($)		CLNY Performance-Based Award ($)		CLNY Total Long-Term Incentive Equity Award ($)		% of CLNY Total Long-Term Incentive Equity Award
NAME	CLNY Time-Based Award ($)	CLNY Performance-Based Award ($)	CLNY Total Long-Term Incentive Equity Award ($)	Time-Based		Performance-Based		CLNY Time-Based Award ($)		CLNY Performance-Based Award ($)		CLNY Total Long-Term Incentive Equity Award ($)		Time-Based		Performance-Based
Thomas J. Barrack, Jr.(1)	1,866,604	1,866,604	3,733,208	50	%	50	%	$	2,923,087	$	2,923,086	$	5,846,173	50	%	50	%
Darren J. Tangen⁽¹⁾	559,872	559,872	1,119,744	50	%	50	%	847,422		847,422		1,694,844		50	%	50	%
Mark M. Hedstrom	579,176	579,177	1,158,353	50	%	50	%	665,486		665,485		1,330,971		50	%	50	%
Ronald M. Sanders								537,854		537,853		1,075,707		50	%	50	%
Kevin P. Traenkle	461,509	461,509	923,018	50	%	50	%	221,468		221,468		442,936		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	%



RELATIVE TSR PERCENTILE FOR THE PERFORMANCE CYCLE	% OF TARGET RESTRICTED STOCK UNITS VESTED
Less than 10th percentile	0%
At or greater than 10th percentile, but less than 20th percentile	20%
At or greater than 20th percentile, but less than 30th percentile	40%
At or greater than 30th percentile, but less than 40th percentile	60%
At or greater than 40th percentile, but less than 50th percentile	80%
At or greater than 50th percentile, but less than 60th percentile	100%
At or greater than 60th percentile, but less than 70th percentile	120%
At or greater than 70th percentile, but less than 80th percentile	140%
At or greater than 80th percentile, but less than 90th percentile	160%
At or greater than 90th percentile, but less than 100th percentile	180%
At 100th percentile	200%