UNITED STATES


SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of


the Securities Exchange Act of 1934 (Amendment No.           )

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DigitalBridge Group, Inc.

(Name of Registrant as Specified In Its Charter)

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

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GRAPHICMESSAGE FROM OUR CHAIRPERSON OF THE BOARD To the Stockholders of DigitalBridge Group, Inc.: It is our pleasure to invite you to the 2023 Annual Meeting of Stockholders (the “2023 Annual Meeting”) of DigitalBridge Group, Inc., a Maryland corporation. The 2023 Annual Meeting will be conducted virtually, via live audio webcast, on May 11, 2023, beginning at 11:00 a.m., Eastern Time. You will be able to attend the virtual 2023 Annual Meeting, vote your shares and submit questions during the meeting via live audio webcast by visiting https://web.lumiagm.com/286413441, using the passcode and control number as discussed in the enclosed Notice of Annual Meeting of Stockholders. I sincerely hope that you will be able to attend and participate in the virtual meeting. Whether or not you plan to attend the annual meeting via the live webcast, please authorize a proxy to vote your shares as soon as possible. You may authorize a proxy to vote your shares by mail, telephone or Internet. The proxy card materials provide you with details on how to authorize a proxy to vote by these three methods. We look forward to receiving your proxy and thank you for your continued support. Sincerely, NANCY A. CURTIN Chairperson April __, 2023 Boca Raton, Florida DigitalBridge Group, Inc. 750 Park of Commerce Drive Suite 210 Boca Raton, Florida 33487 (561) 570-4644 Toppan Merrill - DigitalBridge [fka Colony Capital_ Inc.] PRE 14A [iXBRL Proxy] ED [AUX] | 105969 | 27-Mar-23 23:28 | 23-2053-3.ba | Sequence: 1 CHKSUM Content: 40621 Layout: 32296 Graphics: 41845 CLEAN JOB: 23-2053-3 CYCLE#;BL#: 8; 0 TRIM: 8.25" x 10.75" AS: New York: 212-620-5600 COLORS: Yellow, Magenta, Cyan, ~note-color 2, DB dark blue, Black, DB dark green GRAPHICS: digitalbridge_4c_logo.eps, nancy_k_sig.eps V1.5
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Check the appropriate box:
oPreliminary Proxy Statement
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xDefinitive Proxy Statement
oDefinitive Additional Materials
oSoliciting Material under §240.14a-12

COLONY CAPITAL, INC.
(Name of Registrant as Specified In Its Charter)

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

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GRAPHIC

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To the Stockholders of Colony Capital, Inc.:
It is our pleasure to invite you to the 2021 annual meeting of stockholders (the “2021 Annual Meeting”) of Colony Capital, Inc., a Maryland corporation. In light of public health concerns, the 2021 Annual Meeting will be conducted virtually, via live audio webcast, on May 4, 2021, beginning at 11:00 a.m., Eastern Time. You will be able to attend the virtual 2021 Annual Meeting, vote your shares and submit questions during the meeting via live audio webcast by visiting https://web.lumiagm.com/219091430, using the passcode and control number as discussed in the enclosed Notice of Annual Meeting of Stockholders.
The enclosed materials include a notice of meeting, proxy statement, proxy card, self-addressed pre-paid envelope and Annual Report to Stockholders for the fiscal year ended December 31, 2020.
I sincerely hope that you will be able to attend and participate in the virtual meeting. Whether or not you plan to attend the annual meeting via the live webcast, please authorize a proxy to vote your shares as soon as possible. You may authorize a proxy to vote your shares by mail, telephone or Internet. The proxy card materials provide you with details on how to authorize a proxy to vote by these three methods.

We look forward to receiving your proxy and thank you for your continued support.
Sincerely,
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NANCY A. CURTIN
Lead Independent Director & Chairperson-Elect
March 30, 2021
Boca Raton, Florida




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NOTICE OF ANNUAL MEETING
OF STOCKHOLDERS
May 4, 2021
11:00 a.m., Eastern Time
Via Live Audio Webcast: https://web.lumiagm.com/219091430
Webcast Passcode: colony2021

ITEMS OF BUSINESS
1.    Election of Directors: Elect 10 Items of Business Record Date Virtual Meeting Date and Time via Live Audio Webcast You can vote if you are a stockholder of record on March 15, 2023. https://web.lumiagm.com/286413441 Webcast Passcode: digitalbridge2023 May 11, 2023 11:00 a.m., Eastern Time To elect 9 directors nominated by our Board of Directors, each to serve until the 2021 annual meeting of stockholders and until his or her successor is duly elected and qualified;
2.    Advisory Vote on Executive Compensation: Approve, on a non-binding, advisory basis, named executive officer compensation as disclosed in the accompanying proxy statement;
3.    Ratification of Independent Registered Public Accounting Firm: Ratify the appointment of Ernst & Young LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2021; and
4.    Other Business: Transact any other business that may properly come before the 2021 Annual Meeting or any postponement or adjournment of the 2021 Annual Meeting.
RECORD DATE
You can vote if you are a stockholder of record on March 18, 2021.
ANNUAL REPORT
Our 2020 Annual Report to Stockholders accompanies, but is not part of, these proxy materials.
PROXY VOTING
Your vote is very important. Whether or not you plan to attend the virtual 2021 Annual Meeting via live webcast, you are encouraged to read the proxy statement and submit your proxy card or voting instructions form as soon as possible to ensure that your shares are represented and voted at the 2021 Annual Meeting. If you hold your shares as a record holder, you may vote your shares by proxy via the phone or the Internet by following the instructions provided on the enclosed proxy card or by completing, signing, dating and returning your proxy card in the postage-paid envelope provided. If you hold your shares through a broker or other custodian, please follow the instructions you received from the holder of record to vote your shares.
By Order of the Board of Directors,
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RONALD M. SANDERS
Executive Vice President,
Chief Legal Officer and Secretary
March 30, 2021
Boca Raton, Florida

__________________
TABLE OF CONTENTS
Page
PROXY SUMMARY
2
PROPOSAL NO. 1: Election of Directors
14
Board of Directors
15
Corporate Governance
27
Information about our Board of Directors to serve until the 2024 Annual Meeting of Stockholders and its Committees
31
Director Compensation
34
EXECUTIVE OFFICERS
36
PROPOSAL NO. 2: Non-Binding, Advisory Vote to Approve Named Executive Officer Compensation
37
COMPENSATION COMMITTEE REPORT
37
COMPENSATION DISCUSSION AND ANALYSIS
38
Executive Summary
38
Compensation Tablesuntil his or her successor is duly elected and Related Narrative
62
Equity Compensation Plan Information
69
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
70
PROPOSAL NO. 3: Ratification of Appointment of our Independent Registered Public Accounting Firm
73
AUDIT COMMITTEE REPORT
73
INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
74
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
75
FREQUENTLY ASKED QUESTIONS AND ANSWERS
78
OTHER INFORMATION
82
Incorporation by Reference
83
APPENDIX A–PROXY CARD
A-1




Table of Contents
PROXY SUMMARY
PROXY SUMMARY
This summary highlights information contained elsewhere in this Proxy Statement. This summary does not contain all of the information that you should consider, and you should read the entire Proxy Statement carefully before voting. This Proxy Statement and the enclosed form of proxy are first being mailed to stockholders of Colony Capital, Inc., a Maryland corporation (the “Company,” “Colony Capital,” “Colony,” “CLNY,” “we,” “our” or “us”), on or about April 1, 2021.

2021 ANNUAL MEETING
•    Date and Time: May 4, 2021, at 11:00 a.m., Eastern Time
•    Place: Via live audio webcast at https://web.lumiagm.com/219091430; passcode: colony2021 (unique 11-digit control number required)
•    Voting: Only holders of record of the Company’s Class A common stock, $0.01 par value per share (“Class A common stock”) and Class B common stock, $0.01 par value per share (“Class B common stock,” and together with Class A common stock, our “common stock”), as of the close of business on March 18, 2021, the record date, will be entitled to notice of the annual meeting and entitled to vote at the 2021 Annual Meeting. Each share of Class A common stock entitles its holder to one vote. Each share of Class B common stock entitles its holder to 36.5 votes.
•    Technical Support for the 2021 Annual Meeting: If you have difficulty accessing the virtual 2021 Annual Meeting, technicians will be available to assist you via the toll free phone number listed at https://web.lumiagm.com/286413441

PROPOSALS AND BOARD RECOMMENDATIONS
PROPOSALBOARD
RECOMMENDATION		FOR MORE
INFORMATION
1qualifed; Election of Directors
FOR
each of the nominees listed on the enclosed proxy card
Page 14
2 1 To adopt a resolution approving,approve, on a non-binding, advisory basis, named executive officer compensationFORPage 37
offcer compensation; Advisory Vote on 2 Executive Compensation To recommend, on a non-binding, advisory basis, the frequency of the advisory vote on named executive offcer compensation; Advisory Vote on the Frequency of Future Advisory Votes on Executive Compensation 3 To consider and vote upon an amendment to our articles of amendment and restatement, as amended and supplemented, to decrease the number of authorized shares of common stock; Charter Amendment 4 To ratify the appointment of Ernst & Young LLP as our independent registered public accounting firmfrm for the fiscalfscal year ending December 31, 20212023; and Ratifcation of Independent Registered Public Accounting Firm 5 Transact any other business that may properly come before the 2023 Annual Meeting or any postponement or adjournment of the 2023 Annual Meeting. Other Business 6 Toppan Merrill - DigitalBridge [fka Colony Capital_ Inc.] PRE 14A [iXBRL Proxy] ED [AUX] | 105969 | 27-Mar-23 23:28 | 23-2053-3.ba | Sequence: 2 CHKSUM Content: 30413 Layout: 14292 Graphics: 2608 CLEAN JOB: 23-2053-3 CYCLE#;BL#: 8; 0 TRIM: 8.25" x 10.75" AS: New York: 212-620-5600 COLORS: DB med gray, Yellow, Magenta, Cyan, ~note-color 2, DB dark blue, Black, DB dark green GRAPHICS: digitalbridge_4c_logo.eps, 2053-3_icon_datatime-4c.eps, 2053-3_icon_virtumeet-4c.eps, 2053-3_icon_record-4c.eps V1.5
FORPage 74

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

GRAPHICAnnual Report Our 2022 Annual Report to Stockholders accompanies this Proxy Statement. Proxy Voting Your vote is very important. Whether or not you plan to attend the virtual 2023 Annual Meeting via live webcast, you are encouraged to read the proxy statement and submit your proxy card or voting instructions form as soon as possible to ensure that your shares are represented and voted at the 2023 Annual Meeting. If you hold your shares as a record holder, you may vote your shares by proxy via the phone or the Internet by following the instructions provided on the enclosed proxy card or by completing, signing, dating and returning your proxy card in the postage-paid envelope provided. If you hold your shares through a broker or other custodian, please follow the instructions you received from the holder of record to vote your shares. April __, 2023 Boca Raton, Florida By Order of the Board of Directors, RONALD M. SANDERS Executive Vice President, Chief Legal Offcer and Secretary Toppan Merrill - DigitalBridge [fka Colony Capital_ Inc.] PRE 14A [iXBRL Proxy] ED [AUX] | 105969 | 27-Mar-23 23:28 | 23-2053-3.ba | Sequence: 3 CHKSUM Content: 57898 Layout: 34180 Graphics: 39569 CLEAN JOB: 23-2053-3 CYCLE#;BL#: 8; 0 TRIM: 8.25" x 10.75" AS: New York: 212-620-5600 COLORS: Yellow, Magenta, Cyan, ~note-color 2, DB dark blue, Black, DB med gray GRAPHICS: digitalbridge_4c_logo.eps, ronald_k_sig.eps V1.5

GRAPHICTABLE OF CONTENTS 1 PROXY SUMMARY 1 2023 Annual Meeting 2 2022 Year in Review 3 Stockholder Engagement 4 Commitment to Environmental, Social & Governmental (ESG) Initiatives 8 Corporate Governance Highlights 9 PROPOSAL NO. 1: ELECTION OF DIRECTORS 10 Board of Directors 20 Corporate Governance 25 Information about our Board of Directors and its Committees 27 Director Compensation 31 EXECUTIVE OFFICERS 33 PROPOSAL NO. 2: NON-BINDING, ADVISORY VOTE TO APPROVE NAMED EXECUTIVE OFFICER COMPENSATION 34 COMPENSATION COMMITTEE REPORT 35 COMPENSATION DISCUSSION AND ANALYSIS 35 Executive Compensation Program 48 Compensation Tables and Related Narrative 51 Discussion of Summary Compensation and Grants of Plan-Based Awards Tables 60 Equity Compensation Plan Information 68 SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT 68 Ownership of Equity Securities of the Company by Directors and Executive Offcers 69 Ownership of Equity Securities of the Company by 5% Stockholders 71 PROPOSAL NO. 3: ADVISORY VOTE ON THE FREQUENCY OF THE ADVISORY VOTE ON NAMED EXECUTIVE OFFICER COMPENSATION 72 PROPOSAL NO. 4: AMENDMENT TO OUR CHARTER TO DECREASE THE NUMBER OF AUTHORIZED SHARES OF COMMON STOCK 74 PROPOSAL NO. 5: RATIFICATION OF APPOINTMENT OF OUR INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM 75 AUDIT COMMITTEE REPORT 76 INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM 77 CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS 77 Policy for Review of Related Party Transactions 80 FREQUENTLY ASKED QUESTIONS AND ANSWERS 80 Questions and Answers about the 2023 Annual Meeting and Voting 84 Attend Our 2023 Annual Meeting of Stockholders 85 OTHER INFORMATION 85 Stockholder Proposals and Director Nominations for 2024 85 Annual Report 86 Where You Can Find More Information 86 Eliminating Duplicate Mailings 86 Incorporation by Reference Exhibit A Authorized Share Decrease Amendment A-1 APPENDIX A: PROXY CARD Toppan Merrill - DigitalBridge [fka Colony Capital_ Inc.] PRE 14A [iXBRL Proxy] ED [AUX] | 105969 | 27-Mar-23 23:28 | 23-2053-3.ba | Sequence: 4 CHKSUM Content: 3129 Layout: 34836 Graphics: 51899 CLEAN JOB: 23-2053-3 CYCLE#;BL#: 8; 0 TRIM: 8.25" x 10.75" AS: New York: 212-620-5600 COLORS: Yellow, Magenta, Cyan, ~note-color 2, DB dark blue, DB dark gray, Black, DB dark green GRAPHICS: 2053-3_icon_record-4c.eps V1.5

GRAPHICPROXY SUMMARY This summary highlights information contained elsewhere in this Proxy Statement. This summary does not contain all of the information that you should consider, and you should read the entire Proxy Statement carefully before voting. This Proxy Statement and the enclosed form of proxy are frst being mailed to stockholders of DigitalBridge Group, Inc., a Maryland corporation (the “Company,” “DigitalBridge,” “DBRG,” “we,” “our” or “us”), on or about April __, 2023. Throughout this Proxy Statement, common stock share and per share information, including units of DigitalBridge Operating Company, LLC, our operating company, and stock award units have been revised for all periods presented to give effect to the one-for-four reverse stock split effected in August 2022. 2023 Annual Meeting Place Date and Time via Live Audio Webcast https://web.lumiagm.com/286413441; passcode: digitalbridge2023 (unique 11-digit control number required) May 11, 2023, at 11:00 a.m., Eastern Time Technical Support Voting for the 2023 Annual Meeting If you have diffculty accessing the virtual 2023 Annual Meeting, technicians will be available to assist you via the following toll free phone number (800) 937-5449. Only holders of record of the Company’s Class A common stock, $0.04 par value per share (“Class A common stock”) and Class B common stock, $0.04 par value per share (“Class B common stock,” and together with Class A common stock, our “common stock”), as of the close of business on March 15, 2023, the record date, will be entitled to notice of and to vote at the 2023 Annual Meeting of Stockholders (the “2023 Annual Meeting”). Each share of Class A common stock entitles its holder to one vote. Each share of Class B common stock entitles its holder to 36.5 votes. DIGITALBRIDGE 2023 PROXY STATEMENT | 1 DigitalBridge Group, Inc. 750 Park of Commerce Drive Suite 210 Boca Raton, Florida 33487 (561) 570-4644 Toppan Merrill - DigitalBridge [fka Colony Capital_ Inc.] PRE 14A [iXBRL Proxy] ED [AUX] | 105969 | 27-Mar-23 23:28 | 23-2053-3.ca | Sequence: 1 CHKSUM Content: 39298 Layout: 160 Graphics: 22330 CLEAN JOB: 23-2053-3 CYCLE#;BL#: 8; 0 TRIM: 8.25" x 10.75" AS: New York: 212-620-5600 COLORS: DB med gray, Yellow, Magenta, Cyan, ~note-color 2, DB dark blue, Black, DB dark green GRAPHICS: 2053-3_icon_tickdraw4c.eps, 2053-3_icon_tele4c.eps, 2053-3_icon_datatime-4c.eps, 2053-3_icon_virtumeet-4c.eps V1.5

GRAPHIC
BY INTERNET USING A COMPUTERBY TELEPHONEBY MAIL
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PROXY SUMMARY 2 | DIGITALBRIDGE 2023 PROXY STATEMENT Proposals and Board Recommendations How to Cast Your Vote 24/7
Dial toll-free 24/7

We have provided you with three different methods for you to vote your proxy. Please see the enclosed proxy card or voting instruction form for additional details regarding each voting method. 2022 Year in Review Despite a dynamic macro environment, DigitalBridge delivered solid growth in revenue and earnings in 2022, maintaining its position as the partner of choice to top management teams and institutional investors allocating capital to the durable digital infrastructure asset class. Today, with over $65 billion in assets under management (“AUM”), DigitalBridge has established itself as a preeminent investor in a sector benefting from strong secular tailwinds. Established the Asset Management Platform as Our Strategic Growth Driver ■ Oriented DBRG around a scalable, asset-light business model that represents an alternative approach to invest in the digital infrastructure ecosystem. ■ Executed a series of transactions to reinforce this roadmap including (i) the repurchase and consolidation of 100% ownership of our investment management business and (ii) the acquisition of AMP Capital’s Proposal Board Recommendation For More Information FOR each of the nominees listed Page 9 on the enclosed proxy card To elect 9 directors nominated by our Board of Directors to serve until the 2024 Annual Meeting of Stockholders and until his or her successor is duly elected and qualifed 1 To approve, on a non-binding, advisory FOR Page 33 basis, named executive offcer compensation 2 To recommend, on a non-binding, ONE YEAR Page 71 advisory basis, the frequency of the advisory vote on named executive offcer compensation 3 To consider and vote upon an FOR Page 72 amendment to our articles of amendment and restatement, as amended and supplemented (“Charter”), to decrease the number of authorized shares of common stock 4 To ratify the appointment of Ernst & FOR Page 74 Young LLP as our independent registered public accounting frm for the fscal year ending December 31, 2023 5 By Internet Using a Computer By Telephone By Mail Cast your ballot, sign your proxy card
and send by pre-paid mail Vote 24/7 Dial toll-free to vote 24/7 Toppan Merrill - DigitalBridge [fka Colony Capital_ Inc.] PRE 14A [iXBRL Proxy] ED [AUX] | 105969 | 27-Mar-23 23:28 | 23-2053-3.ca | Sequence: 2 CHKSUM Content: 44770 Layout: 31695 Graphics: 65119 CLEAN JOB: 23-2053-3 CYCLE#;BL#: 8; 0 TRIM: 8.25" x 10.75" AS: New York: 212-620-5600 COLORS: DB dark green, Yellow, Magenta, Cyan, ~note-color 2, DB med blue, DB dark blue, Black, DB med gray GRAPHICS: 2053-3_icon_desk4c.eps, 2053-3_icon_mob4c.eps, 2053-3_icon_maill4c.eps, tickmark_4c_icon.eps, tickmark_4c_icon.eps, tickmark_4c_icon.eps, tickmark_4c_icon.eps, tickmark_4c_icon V1.5
2 COLONY CAPITAL, INC. 2021 PROXY STATEMENT

Table of Contents
GRAPHICPROXY SUMMARY infrastructure equity business (now rebranded InfraBridge) to add a mid-market capability to our franchise and enhance earnings. ■ Initiated the frst stage of a planned deconsolidation of the Operating segment with the DataBank recapitalization process, generating $425 million in proceeds to the Company, refecting a 2.0x multiple of invested capital since our initial investment in DataBank in December 2019, and aligning the Company’s balance sheet more closely with the asset management business model. Scaled AUM with New Capital Formation That Exceeded Targets ■ Cumulative organic fundraising of $8.5 billion, including $4.8 billion in new third party fee earning equity under management (“FEEUM”), which exceeded the midpoint of the FEEUM guidance by 26%. ■ Grew FEEUM to $27.8 billion as of the last reported earnings release date, up 52% since the end of 2021, with contributions from new core and credit strategies, co-invest, and the AMP (InfraBridge) acquisition. ■ Successful launch of new core and credit strategies and AMP (InfraBridge) acquisition advanced “Full Stack” profle, positioning DBRG as the leading investor across the sector. Executed Accretive Capital Allocation While Maintaining Strong Liquidity ■ Four accretive transactions allocated over $900 million in cash to M&A and capital structure optimization, which we expect to drive an increase in annual run-rate earnings of $85 million, an increase in earnings per share of $0.49/share. ■ Despite signifcant capital deployment, DigitalBridge prioritized and maintained strong liquidity, which stood at $680 million as of the last reported earnings release date. ■ Management continued to de-lever the business, reducing both investment level and corporate debt on a pro-rata basis from $1.4 billion to $1.1 billion, a reduction of over 20%. ■ Established a “low but grow” dividend ($0.01/quarter) for the frst time since the transition to DigitalBridge. Strong Portfolio-Level Performance Drove Great Outcomes ■ Despite rising rates and an infationary environment, DigitalBridge generated successful realizations from Wildstone (DBP I) and Vantage Towers (DBP II), and the DataBank recapitalization, which generated $32.6 million of carried interest on a cumulative basis for DBRG shareholders. All three transactions were executed well in excess of their carrying values. Stockholder Engagement Our Board of Directors (“Board”) believes in listening to and communicating with stockholders. We believe stockholder insight and recommendations should be an integral part of Board discussions on many matters. The input we receive from stockholders as part of our regular engagement efforts impacts our compensation and corporate governance policies in a meaningful way. The Board, senior management and our investor relations team maintain a robust dialogue with investors to gain their perspectives on current issues and address any questions or concerns. Following outreach with stockholders representing more than 50% of our outstanding shares during 2021, the Company implemented meaningful changes to the Company’s executive compensation program and enhanced transparency around certain compensation matters in the Company’s proxy statement. In subsequent stockholder outreach campaigns in 2021 and 2022, we received positive feedback regarding the implementation and continuation of these changes. Neither our Chief Executive Offcer, nor any other named executive offcer, participated in any of these meetings with stockholders, and all of the feedback received was shared with the full Board of Directors. DIGITALBRIDGE 2023 PROXY STATEMENT | 3 Toppan Merrill - DigitalBridge [fka Colony Capital_ Inc.] PRE 14A [iXBRL Proxy] ED [AUX] | 105969 | 27-Mar-23 23:28 | 23-2053-3.ca | Sequence: 3 CHKSUM Content: 52692 Layout: 35137 Graphics: 0 CLEAN JOB: 23-2053-3 CYCLE#;BL#: 8; 0 TRIM: 8.25" x 10.75" AS: New York: 212-620-5600 COLORS: DB dark green, ~note-color 2, DB med blue, DB dark blue, Black, DB med gray GRAPHICS: none V1.5
PROXY SUMMARY
2020 YEAR IN REVIEW: Promises Made, Promises Kept
We have made transformational progress during 2020 towards our digital rotation. With Colony’s global scale and operating platform, and the foundational work implemented in 2020, we believe we are well positioned to capitalize on the powerful secular tailwinds supporting the continued growth and investment in digital infrastructure.

Built Liquidity and Strengthened Capital Structure:

•Amended and repaid corporate revolver and fully repaid January 2021 convertible notes resolving near-term corporate debt maturities
•Finalized strategic investment from Wafra, which has boosted its overall investment and commitment from $400 million to over $500 million
•Ended the year with $737 million of liquidity between corporate cash-on-hand and the Company’s corporate revolver

Harvested Legacy Assets and Streamlined the Organization:

•Reached an agreement to sell its hospitality portfolios in a transaction valued at $2.8 billion, including $67.5 million of gross proceeds on a consolidated basis and the reduction of $2.7 billion in consolidated debt
•Monetized $698 million of Other Equity & Debt (OED) assets, achieving the high end of the Company's monetization guidance of $600 to $700 million
•Eliminated $55 million of annualized run-rate legacy costs significantly exceeding the $40 million target

Invested in High Quality Digital Assets:

•Anchored by key strategic investments in DataBank and Vantage Stabilized Data Centers (Vantage SDC), the Company now owns or has committed approximately $900 million of equity capital in digital operating and GP co-investments
•Annualized fourth quarter 2020 Consolidated Digital Operating Adjusted EBITDA of $244 million, or $39 million CLNY OP share (which excludes noncontrolling interests in investment entities), which is expected to ramp through a combination of organic and external growth

Rapidly Grew Digital Investment Management:

•Raised $7.4 billion of new fee-bearing third-party capital through flagship equity, co-invest, and liquid securities strategies representing net growth of 90% of December 31, 2019 FEEUM, far exceeding original 2020 guidance of 15%
•Significant contribution from the successful $4.2 billion first closing of the Company's second flagship digital equity fund, DCP II

Executive Leadership and Board of Director Updates:

•Marc Ganzi assumed the role of President and CEO and Jacky Wu assumed the role of CFO on July 1, 2020, finalizing the transition to a digital-focused management team
•Appointed/nominated four distinguished independent board members to the Company's Board with significant experience in technology and telecommunications with the addition of Jeannie Diefenderfer (2020), Gregory McCray (2021), J. Braxton Carter (effective March 2, 2021) and Sháka Rasheed (independent director nominee for 2021 Annual Meeting)
3 COLONY CAPITAL, INC. 2021 PROXY STATEMENT

Table of Contents
GRAPHICPROXY SUMMARY 4 | DIGITALBRIDGE 2023 PROXY STATEMENT We strongly consider the responses we receive from stockholders in implementing our executive compensation program and have maintained the improvements we previously adopted. We look forward to continuing the dialogue with another stockholder outreach campaign led by Jon Fosheim, the Chair of our Compensation Committee, in 2023. For further information, see “Executive Compensation Highlights” below. Commitment to Environmental, Social & Governmental (ESG) Initiatives Overview—ESG at DigitalBridge The Board of Directors at DigitalBridge provides ultimate oversight of our environmental, social and governance (“ESG”) program. Our Nominating and Corporate Governance Committee is responsible for implementing and monitoring our ESG program. As we continue to expand our business, this oversight is critical to ensuring that our implementation of ESG goals and policies progresses as planned and our strategy evolves appropriately. During 2022, we made signifcant progress in implementing our ESG strategy, progressing on related goals and continuing to build organizational capacity to effect change. The core components of our program include: Governance: Implementation of our ESG strategy and initiatives is led by our ESG Committee, which reports to the Board on a quarterly basis. The ESG Committee is comprised of 10 diverse professionals, including members of senior management, that work across the Company’s activities. The ESG Committee is responsible for setting the strategic plan for ESG initiatives across the Company and works with portfolio companies to assist them in developing and implementing their ESG plans. For purposes of our ESG program, we defne a portfolio company as any company in which one of the Company’s private funds (i) owns a majority stake, (ii) has invested at least $100 million and (iii) has been held for at least two years. Responsible Investment Policy: ESG Integration, including management of climate-related risks and opportunities, is guided by our Responsible Investment Policy. DigitalBridge is a proud signatory of the Principles for Responsible Investment (“PRI”) because we recognize the value of supporting a nonproft organization that advances responsible investment globally, shares best practices across the industry, and provides an assessment and peer benchmarking of our performance. Due Diligence Procedures: We have integrated ESG analyses into the due diligence of our digital equity fund investments and our ESG analysis is presented to the relevant fund Investment Committee for each portfolio company that we invest in. Asset Management: We have developed an ESG reporting framework for DigitalBridge portfolio companies, identifying nine ESG-related expectations as well as a set of ESG key performance indicators (“KPIs”) that we expect to be measured and reported quarterly to the portfolio company board as well as to DigitalBridge’s ESG team. We typically hold calls with portfolio company ESG leadership every two months and have built a central repository of key documents and tools that all of our portfolio companies can access and leverage to further develop their ESG programs. Transparency: The Company issues an annual ESG Report, which is available on our website, to provide transparent communication around our ESG efforts. We published our 2021 ESG report in June 2022 detailing measurable progress at both the Company and our portfolio companies. Our 2022 ESG Report will be released this spring. The information that is found on or accessible through our website is not Toppan Merrill - DigitalBridge [fka Colony Capital_ Inc.] PRE 14A [iXBRL Proxy] ED [AUX] | 105969 | 27-Mar-23 23:28 | 23-2053-3.ca | Sequence: 4 CHKSUM Content: 51007 Layout: 22026 Graphics: 0 CLEAN JOB: 23-2053-3 CYCLE#;BL#: 8; 0 TRIM: 8.25" x 10.75" AS: New York: 212-620-5600 COLORS: DB dark green, ~note-color 2, DB med blue, DB dark blue, Black, DB med gray GRAPHICS: none V1.5
PROXY SUMMARY
RECENT OPERATIONAL AND DIGITAL TRANSFORMATION HIGHLIGHTS

GRAPHIC
 +$1.9B Liquidity
During 2020,PROXY SUMMARY incorporated into, and does not form a part of, this proxy statement or any other report or document that we fle with or furnish to the Securities and Exchange Commission (“SEC”). DEI: Under our Diversity, Equity and Inclusion (“DEI”) initiative, which consists of four pillars (mentorships, internships, recruitment and careers and compensation), we will continue to ensure we have a workplace where people from all backgrounds can thrive. To accomplish the company’s DEI goals, the ESG Committee collaborates with the DEI Committee, investment professionals, functional senior leaders and portfolio company management. The DEI Committee is comprised of 15 cross-functional members, including members of senior management, and reports to the CEO as its executive sponsor. Board Training: We invest in developing the Board’s understanding of ESG matters. We provided ESG updates regarding our progress as well as pertinent ESG trends in the facefnancial sector to our Board members during 2022. Briefngs also covered climate-related risks and opportunities, including the nexus of climate change and digital infrastructure as well as the COVID-19 pandemic,science and evolving certifcation schemes associated with achieving net zero greenhouse gas emissions. Our Approach to ESG Integration ESG PRIORITIES We have developed a thorough approach to addressing ESG matters across the investment life cycle and have identifed the following as the most material items that we overcame capital constraintsconsider during due diligence and actively monitor during asset management. 1. Climate Change: Energy Effciency, Greenhouse Gas (“GHG”) Emissions, and Physical Climate Risks 2. Data Privacy, Data Security, and Associated Human Rights 3. Diversity, Equity, and Inclusion 4. Ethics: Foreign Corrupt Practices Act, Anti-Bribery, and Anti-Corruption 5. Employee Wellbeing: Workplace Health and Safety These matters were selected according to two criteria: those that have the greatest effect on our business and those that are the most important to our stakeholders. Our materiality assessment was informed by generating almost $2 billionrelevant leading global reporting frameworks including the Sustainability Accounting Standards Board, Principles for Responsible Investment and the Task Force on Climate-Related Financial Disclosures. ESG EXPECTATIONS FOR PORTFOLIO COMPANIES DigitalBridge sets high ESG expectations, shares best practices and equips each portfolio company with tools and resources to help them accelerate their ESG initiatives. We have identifed the following foundational practices, which we believe provide the groundwork for a portfolio company to improve and report on its ESG performance over time: ■ ESG Policy and Responsibility: Each portfolio company is asked to develop an ESG policy tailored to its business and assign ESG management to specifc individual(s) at the company. Larger companies may also have an ESG Committee or working group. ■ Net Zero: Each portfolio company is expected to complete its GHG footprint each year and have a Net Zero strategy roadmap approved by its board of liquiditydirectors. ■ ESG Board Reporting: Each portfolio company’s quarterly board report is expected to extend debt maturities, reduce leverageinclude an ESG section. ■ ESG Responsibility (Whistleblower Hotline): Each portfolio company is expected to have a hotline for all stakeholders to report concerns, and invest substantial capital into digital infrastructure:call logs should be made available to its board. DIGITALBRIDGE 2023 PROXY STATEMENT | 5 Toppan Merrill - DigitalBridge [fka Colony Capital_ Inc.] PRE 14A [iXBRL Proxy] ED [AUX] | 105969 | 27-Mar-23 23:28 | 23-2053-3.ca | Sequence: 5 CHKSUM Content: 25914 Layout: 48876 Graphics: 0 CLEAN JOB: 23-2053-3 CYCLE#;BL#: 8; 0 TRIM: 8.25" x 10.75" AS: New York: 212-620-5600 COLORS: DB dark green, DB med green, DB med blue, ~note-color 2, Black, DB dark blue, DB med gray GRAPHICS: none V1.5
•Amended Corporate Revolver (+$450M)
•Issued New 2025 Exchangeable Notes (+$300M)
•Strategic Investment with Wafra (initial $400M increased to +$500M)
•Executed Legacy Asset Monetizations (+$700M)
 >350% Common Stock Price Increase

GRAPHICPROXY SUMMARY 6 | DIGITALBRIDGE 2023 PROXY STATEMENT ■ Training: Each portfolio company is expected have regular trainings that reach all employees on topics including employee safety, diversity and inclusion, unconscious bias, climate change, discrimination, harassment and anti-bribery/Foreign Corrupt Practices Act (“FCPA”). ■ Human Resources Audit: Each portfolio company is expected to conduct human resources compliance reviews and/or audits with outside resources to ensure compliance with all relevant regulations. ■ Diversity and Inclusion: Each portfolio company is expected to have a diversity and inclusion program with policies and procedures to ensure a diverse and inclusive work environment. ■ ESG Event Reporting: Each portfolio company is expected to have a process in place to ensure that material ESG events (such as sexual harassment, serious workplace accidents, FCPA violations, cyberattacks or similar large network outages, employment violations, product recalls, furloughs, regulatory investigations, or lawsuits) are reported at the board level within 48 hours. ■ Corporate Citizenship: Each portfolio company is asked to have a formal corporate citizenship/philanthropic program that has executive-level sponsorship and oversight. NET ZERO 2030 One of our highest priorities at DigitalBridge remains reaching net zero GHG emissions. We measure this goal using the defnition of net zero provided by the Science Based Targets Initiative (“SBTi”). We believe that our net zero goal is important to our business given our global strategic relationships with hyperscale data center providers, large mobile network operators and other customers with aggressive decarbonization commitments. We continue to target the Company reaching net zero by 2030. In 2022 and early 2023, we revised our net zero goal for portfolio companies to adapt to changes in the defnition of net zero set by SBTi, including a change that limits the ability to use offsets for scope 1 and 3 emissions. Our common stock price has increasedrevised expectation for portfolio companies is to complete an annual GHG footprint and to develop an emissions reduction plan to decrease their Scope 1 and Scope 2 GHG emissions to zero by moreno later than 350%2030 (or for investments made in 2028, and thereafter—within two years from its trough in March 2020 (the month in which the effective date of Mr. Ganzi’s appointment asinvestment). Additionally, we aim to ensure that before 2030 at least 30% of our CEO was announced)portfolio companies have an SBTi (or standard of equivalent quality) approved and achievable net zero target of 2040 or earlier. We plan to continue supporting portfolio companies in GHG emissions measurement, renewable energy procurement, emission reduction strategies and roadmaps and will strive to ensure that portfolio companies are prioritizing resource effciency, renewable power purchasing and value chain engagement before balancing unavoidable emissions with management’s decisive actions taken in 2020 to stabilize CLNY’s capital structure
 ~90% Y-o-Y Growth in Digital FEEUM
•Raised $2.2Bhigh integrity carbon removals. By following best practices and consulting with industry experts, we believe that we have developed goals that are comprehensive, credible, clear and achievable: 1. Comprehensive: We consider Scope 1, 2 and all signifcant Scope 3 GHG emissions at DigitalBridge. 2. Credible: Our goal for DigitalBridge aligns with the current SBTi defnition of net co-investment capital around Zayo, Vantage SDC, Vantage Europezero. 3. Clear: We utilize the Task Force on Climate-Related Financial Disclosures framework to measure and zColoreport on progress in our annual ESG report. 4. Achievable: We believe that the goals we set for the Company and our portfolio companies are achievable using the framework described above. Toppan Merrill - DigitalBridge [fka Colony Capital_ Inc.] PRE 14A [iXBRL Proxy] ED [AUX] | 105969 | 27-Mar-23 23:28 | 23-2053-3.ca | Sequence: 6 CHKSUM Content: 53585 Layout: 29107 Graphics: 0 CLEAN JOB: 23-2053-3 CYCLE#;BL#: 8; 0 TRIM: 8.25" x 10.75" AS: New York: 212-620-5600 COLORS: DB dark green, DB med green, DB med blue, ~note-color 2, Black, DB dark blue, DB med gray GRAPHICS: none V1.5
•Raised ~$400M

GRAPHICPROXY SUMMARY 2022 Progress ■ Enhanced portfolio company ESG data collection systems and disclosures to meet rising regulatory and investor expectations ■ Provided detailed, expanded quarterly ESG reporting and updates to the Nominating and Corporate Governance Committee and the full Board ■ Increased our support and resources available to portfolio companies on ESG issues Governance ■ Updated our Net Zero strategy to align with the changing requirements of FEEUM across two digital liquidSBTi ■ Advised our portfolio companies on adjusting their climate roadmaps in light of changed SBTi requirements and continued supporting their work in advancing their climate strategies
•Successful $4.2B first closing ■ Reported our climate-related risk management approach informed by guidance from the Task Force on Climate-Related Financial Disclosure for the second year Climate Change ■ Adopted and communicated a DEI Policy identifying four focus areas and ten supporting commitments, with input from our employees and broader stakeholders ■ Joined the Institutional Limited Partners Association Diversity in Action initiative ■ Our Chief Executive Offcer signed the CEO Action for Diversity and Inclusion Pledge ■ 90% of our Summer Internship Program participants were from groups historically underrepresented in fnance ■ 45% of new full-time employees hired in 2022 were female Diversity, Equity and Inclusion ■ Issued our second flagship digital fund, DCP II (exceeding total raisedESG Report that contains disclosures based on the Sustainability Standards Board (SASB) Standards for Real Estate and Telecommunication Services ■ More than one third of DigitalBridge portfolio companies have now published ESG reports or websites Transparency ■ Expanded the Summer Internship Program to 23 interns across six offces working in seven business units ■ Launched our first flagship digital fund, DCP I)
Inaugural Analyst Program with four analysts—all sourced from our Summer Internship Program ■ Created a Careers and Compensation panel to attract and retain talent, including those from groups historically underrepresented in fnance ■ Increased guidance in our talent management software and learning solution ■ Launched our frst Employee Resource Group, a book club focused on fostering a better understanding of diversity, equity and inclusion Human Capital DIGITALBRIDGE 2023 PROXY STATEMENT | 7 Toppan Merrill - DigitalBridge [fka Colony Capital_ Inc.] PRE 14A [iXBRL Proxy] ED [AUX] | 105969 | 27-Mar-23 23:28 | 23-2053-3.ca | Sequence: 7 CHKSUM Content: 11881 Layout: 56734 Graphics: 0 CLEAN JOB: 23-2053-3 CYCLE#;BL#: 8; 0 TRIM: 8.25" x 10.75" AS: New York: 212-620-5600 COLORS: DB dark green, ~note-color 2, DB med blue, DB dark blue, Black, DB med gray GRAPHICS: none V1.5
 +22B Invested in High Quality Digital AssetsExecuted on $22B in transaction value in 2020 across all digital infrastructure sectors, deploying over $5B of FEEUM

4 COLONY CAPITAL, INC. 2021 PROXY STATEMENT

PROXY SUMMARY
BOARD COMPOSITION AND REFRESHMENT
Our Board recognizes the importance of having the right mix of skills, expertise and experience and is committed to continuously reviewing its capabilities and ongoing refreshment. In 2020, our Board committed to reducing the Board size to no more than 10 members by the 2021 Annual Meeting. In keeping with this commitment, our Board has nominated 10 highly qualified and diverse directors, five of whom have digital infrastructure and communications experience (with four of such director nominees being independent).
Our Board is transforming along with our Company’s digital transformation. In the last year, our Board has appointed three new independent directors with digital experience, and has nominated an additional independent director for election at the 2021 Annual Meeting, Sháka Rasheed:
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Our Nominating and Corporate Governance Committee has prioritized diversity in its refreshment over the past several years. As a result, our 10 director nominees for the 2021 Annual Meeting consist of three females (one of whom is also ethnically diverse) and two African American males.
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5 COLONY CAPITAL, INC. 2021 PROXY STATEMENT
PROXY SUMMARY

Colony Capital Board of Directors - At-A-Glance
Following our 2021 Annual Meeting, our Board of Directors will be:
board_atxaxglance0021.jpg
BOARD NOMINEES
The following table provides information about the 10 candidates who have been nominated by our Board of Directors for election to our Board of Directors. For additional information about our director nominees, see page 15.
DIRECTORINDEPENDENCE
STANDING COMMITTEE
MEMBERSHIPS(2)
NAMEAGESINCE
STATUS(1)
OCCUPATIONACCCNG
Sháka Rasheed49n/aYesManaging Director, General Manager - Capital Markets at Microsoft———
J. Braxton Carter622021YesFormer Chief Financial Officer, T-Mobile US, Inc. (NASDAQ: TMUS)C, EM—
Gregory J. McCray582021YesCEO, FDH Infrastructure Services—MM
Jeannie H. Diefenderfer602020YesFounder/CEO of courageNpurpose, LLCM—M
Marc C. Ganzi492020No (Employed by the Company)CEO & President of CLNY———
Dale Anne Reiss732019YesGlobal and Americas Director of Real Estate, Hospitality and Construction, Ernst & Young LLP (retired)M, E—C
Jon A. Fosheim702017YesFormer CEO of Oak Hill REIT ManagementM, EC—
Nancy A. Curtin(3)
632014YesCIO and Head of Investment Advisory of Alvarium Investments———
Thomas J. Barrack, Jr.732009
No
(Employed by
the Company)(4)
Executive Chairman of CLNY(4)
———
John L. Steffens792009YesFounder of Spring Mountain Capital, LP—MM
(1)    Independence is determined by the Board of Directors in accordance with the applicable New York Stock Exchange listing standards.
(2)    Effective May 3, 2021.
(3)    Effective April 1, 2021, Ms. Curtin will transition from Lead Independent Director of the Board of Directors to independent, non-executive Chairperson of the Board of Directors.
(4)    Effective April 1, 2021, the Executive Chairman role will be eliminated and Mr. Barrack will be a non-executive member of the Board of Directors.

AC Audit Committee CC Compensation Committee NG Nominating & Corporate Governance Committee
C Committee Chair M Committee Member E Audit Committee Financial Expert
6 COLONY CAPITAL, INC. 2021 PROXY STATEMENT
PROXY SUMMARY
CORPORATE GOVERNANCE HIGHLIGHTS
No Classified BoardMajority Voting Standard
PROXY SUMMARY 8 | DIGITALBRIDGE 2023 PROXY STATEMENT Corporate Governance Highlights (1) Stockholder approval required for ElectionDBRG board to adopt a classifed board structure and other anti-takeover provisions. (2) DBRG stockholders have the ability to call special stockholders meetings, remove and replace directors, amend bylaws and approve increases in the number of Directors		Anti-Hedging/Pledging Policy
shares authorized for issuance. Opted out of MUTA(1)
MUTA(1) Favorable Stockholder Rights(2)
stockholder rights(2) Stock Ownership Guidelinesownership guidelines for Directorsdirectors and Officersoffcers No classifed board Majority voting standard for election of directors Anti-hedging/pledging policy Toppan Merrill - DigitalBridge [fka Colony Capital_ Inc.] PRE 14A [iXBRL Proxy] ED [AUX] | 105969 | 27-Mar-23 23:28 | 23-2053-3.ca | Sequence: 8 CHKSUM Content: 55621 Layout: 45216 Graphics: 10753 CLEAN JOB: 23-2053-3 CYCLE#;BL#: 8; 0 TRIM: 8.25" x 10.75" AS: New York: 212-620-5600 COLORS: DB dark green, DB lgt gray, Magenta, Yellow, Cyan, ~note-color 2, DB med blue, DB dark blue, Black, DB med gray GRAPHICS: 2053-3_green_tick_4c_icon.eps, 2053-3_green_tick_4c_icon.eps, 2053-3_green_tick_4c_icon.eps, 2053-3_green_tick_4c_icon.eps, 2053-3_green_tick_4c_icon.eps, 2053-3_green_tick_4c V1.5
(1)    Stockholder approval required for CLNY board to adopt a classified board structure and other anti-takeover provisions.
(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.
STOCKHOLDER ENGAGEMENT
Our Board believes in listening to and communicating with stockholders. We believe stockholder insight and recommendations should be an integral part of Board discussions on many matters. The input we receive from stockholders as part of our regular engagement efforts impacts our compensation and corporate governance policies in a meaningful way. The Board, senior management and our investor relations team maintain a robust dialogue with investors to gain their perspectives on current issues and address any questions or concerns.

Most recently, the Chairman of our Compensation Committee directly engaged with most of our larger institutional investors, some of whom voted against the resolution, to solicit feedback and better understand their individual concerns on our overall executive compensation program and corporate governance. Following outreach with stockholders representing more than 50% of our outstanding shares, during February 2021, the Chair of our Compensation Committee (John L. Steffens) met with nine of our top 15 stockholders, representing approximately 35% of our outstanding shares. Neither our Executive Chairman, Chief Executive Officer, nor any other named executive officer, participated in any of these meetings with stockholders. All of the feedback received was shared with the full Board of Directors.

The feedback we received from our stockholder outreach campaign was overwhelmingly positive regarding the meaningful changes implemented in the Company’s 2020 executive compensation program and the enhanced transparency around certain compensation matters in the Company’s 2020 proxy statement. In addition, some stockholders praised our dedication to ESG initiatives, including our Board’s recent prioritization of diversity in its refreshment.

We also had constructive dialogue with stockholders regarding our executive compensation program. The majority of the feedback related to the corporate financial metrics in our annual incentive plan for determining annual cash bonuses, including how these metrics may change as the Company completes its digital transformation. In addition, we received feedback from some stockholders that our use of incentive fee allocations as an element of compensation should be more prominently discussed in our Compensation Discussion & Analysis.

We strongly considered the feedback received on our executive compensation program from stockholders in implementing our executive compensation program for 2021.

7 COLONY CAPITAL, INC. 2021 PROXY STATEMENT

PROXY SUMMARY
What We Heard FromPROPOSAL NO. 1: ELECTION OF DIRECTORS Based on the recommendation of the Nominating and Corporate Governance Committee, the Board has unanimously recommended that the following 9 persons be elected to serve on our Board, each until the 2024 Annual Meeting of StockholdersHow our Compensation Committee Responded
Performance goals related and until his or her successor is duly elected and qualifed: Other than Mr. Brown, who is a nominee that does not currently serve on the Board, all of the nominees are current directors and, other than Mr. Tolley, who was appointed to the digital business and legacy businesses should be separated
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Implemented a 2021 Annual Incentive Plan with specific and separate performance goals tiedBoard in August 2022, were elected by the stockholders at the 2022 annual meeting of stockholders. Each nominee has consented to digital performance
Peer group used for compensation benchmarking should be updated to better reflect the Company’s digital transformation
image122.jpg
Re-balanced 2021 peer group to add digital-focused companies and eliminate peers in legacy businesses that the Company no longer engages in
Compensation should be more heavily weighted towards long-term equity in order to align; however, equity compensation should be used efficiently, with consideration given to dilution
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For 2021, 75% of the CEO’s bonus opportunity was paid in long-term incentive equity, with 50% of such equity tied to performance-based vesting conditions related to relative TSR. In considering long-term incentive equity awards for 2021, the Compensation Committee reviewed and considered the Company’s historical and anticipated burn-rate and that its burn-rate is below ISS burn rate benchmarks for both Real Estate and Diversified Financial companies
Enhance disclosure of incentive fee allocations
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Presented enhanced disclosurebeing named in this Proxy Statement regarding incentive fee allocations
The 2020 meaningful changes madeand to serve if elected. If, prior to the structure2023 Annual Meeting, a nominee is not able to serve for any reason or for good cause will not serve, proxies will be voted for an additional person designated by our Board, unless our Board determines to reduce the number of directors or to leave a vacant seat on our Board in accordance with the Company’s charter and bylaws. ! Jeannie H. Diefenderfer ! Gregory J. McCray ! David M. Tolley ! Nancy A. Curtin ! Marc C. Ganzi ! Dale Anne Reiss ! James Keith Brown ! Jon A. Fosheim ! Sháka Rasheed DIGITALBRIDGE 2023 PROXY STATEMENT | 9 Our Board of Directors Recommends a Vote “FOR” the Election of Each of the Annual Incentive Plan should be maintained
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Implemented the 2021 Annual Incentive Plan with 75% (up from 60% in prior years)Nominees Identifed Above and Nominated by our Board of payout tied to corporate financial metrics and 25% (down from 40% in prior years) of payout tied to individual goals & objectivesDirectors. Toppan Merrill - DigitalBridge [fka Colony Capital_ Inc.] PRE 14A [iXBRL Proxy] ED [AUX] | 105969 | 27-Mar-23 23:28 | 23-2053-3.da | Sequence: 1 CHKSUM Content: 2275 Layout: 3439 Graphics: 56666 CLEAN JOB: 23-2053-3 CYCLE#;BL#: 8; 0 TRIM: 8.25" x 10.75" AS: New York: 212-620-5600 COLORS: Yellow, Magenta, Cyan, ~note-color 2, DB dark blue, Black, DB lgt gray, DB dark green GRAPHICS: tickmark_4c_icon.eps V1.5
The 2020 meaningful changes made to increase the rigor of relative TSR goals should all be maintained
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Maintained for 2021 performance-based LTIP awards that (1) increased threshold for minimum payout from 10th percentile to 25th percentile; (2) increased target payout from 50th percentile to 55th percentile performance ranking; and (3) policy to cap payouts at 100% of target when absolute TSR is negative
For further information, see “Executive Compensation Highlights” below.

COMMITMENT TO ENVIRONMENTAL, SOCIAL & GOVERNMENTAL (ESG) INITIATIVES
In our 28 year history, Colony has had a long standing commitment to integrating environmental, social and governance principles throughout its business, both at the firm/corporate level and across its owned and managed investments. In connection with our digital transformation, we seek to improve the operating performance of both our company and the digital companies in which we invest by helping to sustainably connect the world’s leading mobile communications and technology companies with enterprises and consumers at the lowest possible cost with the lowest possible carbon footprint.
Focusing on What Matters Most
At our company and across our investment portfolio, we strategically focus on our most material ESG issues. Through a materiality mapping process, we identified a host of relevant ESG issues and then prioritize them according to two criteria: those that have the greatest impact on our business and those that are the most important to our stakeholders. As a result of this process, we have identified the following five core ESG issues, on which we will focus our efforts.














8 COLONY CAPITAL, INC. 2021 PROXY STATEMENT

Table of Contents
GRAPHICPROPOSAL NO. 1: ELECTION OF DIRECTORS Board of Directors Our Board of Directors believes that having a diverse mix of directors with complementary qualifcations, expertise, and attributes is essential to meeting its oversight responsibility. All of our directors except Marc C. Ganzi, our Chief Executive Offcer, are independent. Each of our directors attended at least 75% of the aggregate number of meetings held by: (i) the Board of Directors during such director’s respective term of service in 2022; and (ii) each committee, in each case during the period in 2022 for which such director served as a member. Our Board also recognizes the importance of refreshment, particularly in light of the Company’s recently completed digital transformation. In 2022, we engaged Spencer Stuart, an executive search frm, to assist us in two searches to fnd two new Board candidates with investment management experience and that would qualify as independent. Spencer Stuart identifed David M. Tolley, who was appointed to the Board in August 2022, and James Keith Brown, who is nominated for election at the 2023 Annual Meeting. In addition, the Board has maintained its digital expertise, with fve members having digital infrastructure and communications experience (four of such director nominees being independent). Nominees for DigitalBridge Board of Directors—At-A-Glance 89% Independent Gender: 33% Female 33% Ethnically Diverse 56% Overall Diversity and 56% Digital Experience Age Tenure Average 61 Years Average 2.4 Years 8 1 3 6 2 4 2 0 8 50s 1 60s 70s 80s ≤5 yrs. 6-9 yrs. >10 yrs. 89% Female 2 African American, 1 Asian American Independent Our CEO Male 33% 3 6 33% 56% Digital Experience 56% Female/People of Color 56% 0 10 | DIGITALBRIDGE 2023 PROXY STATEMENT Toppan Merrill - DigitalBridge [fka Colony Capital_ Inc.] PRE 14A [iXBRL Proxy] ED [AUX] | 105969 | 27-Mar-23 23:28 | 23-2053-3.da | Sequence: 2 CHKSUM Content: 21989 Layout: 5347 Graphics: 58249 CLEAN JOB: 23-2053-3 CYCLE#;BL#: 8; 0 TRIM: 8.25" x 10.75" AS: New York: 212-620-5600 COLORS: DB dark green, Yellow, Magenta, Cyan, ~note-color 2, DB med blue, DB dark blue, Black, DB med gray GRAPHICS: 2053-3_pie_indipen4c.eps V1.5
PROXY SUMMARY

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Our Approach to Integration
ESG integration plays a critical role at each stage of our investment and value-creation process. The Responsible Investment Policy of Digital Colony, Colony Capital’s global digital infrastructure investment arm, details its vision to build a sustainable future by creating economic value, preserving resources, and improving the communities in which our organization operates. Digital Colony has developed a thorough approach to integrating the most material ESG issues across each phase of the investment life cycle.

integrationapproach03251.jpg


•Pre-Investment – Screen potential acquisitions in accordance with Digital Colony’s responsible investing policy
•Portfolio Monitoring and Engagement – Collaborate with portfolio companies to develop company-specific ESG metrics and targets; monitor and measure performance; and help improve outcomes
9 COLONY CAPITAL, INC. 2021 PROXY STATEMENT

PROXY SUMMARY
•Reporting and Transparency - Expect portfolio companies to identify material core and company-specific key performance indicators (KPIs), track performance, and report quarterly
PEOPLE: Driving Diversity, Equity and Inclusion (DEI)
Involving people from a wide variety of backgrounds and perspectives drives business results for Colony Capital, improves outcomes for our investors and shareholders, and builds stronger communities. This area was a priority for Colony over the past year as we focused on improving diversity and inclusion practices inside our company, while also extending those initiatives throughout our portfolio companies. Diversity, equity and inclusion is a central part of our holistic concern for employee well-being, including employee engagement and health and safety.
Key 2020 Accomplishments:
•DEI Steering Committee: Established a Diversity, Equity and Inclusion Steering Committee and developed a strategy addressing four key areas: mentorships; internships; recruiting and career paths; incentives and promotion
•Education & Partnerships: Educated more than 90 professionals, including senior executives and CEOs, from 14 Digital Colony portfolio companies, through training on building a successful DEI program, conducted in partnership with our partners at BSR, a global sustainability nonprofit organization
•Mentorships & Internships: Hired 75% of our summer analysts through the Alternative Investment Fellowship Program of Seizing Every Opportunity (SEO), a nonprofit providing career support for aspiring professionals from underrepresented backgrounds
Key 2021 Goals:
•Build Awareness: Hold live, firm-wide employee trainings on diversity and inclusion with experts in the field
•Build Relationships: Continue to build relationships with and source talent from SEO and other NGOs in the field
•Build Accountability: Institute the first full year of portfolio company reporting on key DEI metrics and provide templates to improve diversity and inclusion policies and practices
•Senior Management-level Diversity: Foster diversity at the senior management level

See “-BoardPROPOSAL NO. 1: ELECTION OF DIRECTORS Board Composition and Refreshment” above for information regarding how our Board of Directors considers diversity in its refreshment initiatives. Also, see “Human Capital Resources” beginning on page 17 of our Annual Report to Stockholders for a more detailed discussion on DEI initiatives at Colony Capital.

Governance

A culture of ethics and commitment to the highest levels of behavior provide the foundation on which our organization was built. We seek to instill a spirit of integrity throughout Colony Capital, Digital Colony and our portfolio companies to guide their interactions with employees and the communities in which we operate. At the Colony Capital level, our employees are guided by a comprehensive Code of Business Conduct and Ethics, which outlines our expectations for adherence to our own company values as well as established standards such as the Foreign Corrupt Practices Act. We monitor global investor expectations for digital platforms and telecommunications such as those of the Ranking Digital Rights Index and share this information with our portfolio companies so that they remain current on and address key human rights issues of governance, freedom of expression and information, and privacy.
Foundational Portfolio Company ESG Practices
We expect all of our portfolio companies to establish practices that encourage respect for human rights, Board-level transparency, and stakeholder communication, as listed below.

ESG PolicyWhistleblower HotlineDiversity, Equity and Inclusion
ESGRefreshment Our Board ReportingEmployee TrainingESG Event Reporting
ESG ResponsibilityHuman Resources Auditrecognizes the importance of having the right mix of skills, expertise and experience and is committed to continuously reviewing its capabilities in relation to our strategic direction and ongoing refreshment. In keeping with this commitment, our Board added three new independent directors with digital experience in 2021 and one new independent director with digital and investment management experience in 2022, and has nominated one new independent director with investment management experience for election at the 2023 Annual Meeting. Of our 9 highly qualifed and diverse nominees for election at the 2023 Annual Meeting, fve have digital infrastructure and communications experience (four of such director nominees being independent). Our Nominating and Corporate Citizenship Program

10 COLONY CAPITAL, INC. 2021 PROXY STATEMENT
PROXY SUMMARY
Human Rights

Building on these expectations, we recommend that, as applicable, all of our portfolio companies pursue disclosure, reporting and performance improvement in areas that address salient human rights, including employee safety, cybersecurity and data privacy. Further, portfolio companies are expected to identify company-specific key performance indicators (KPIs), some of which address human rights issues such as the involvement of external stakeholders in the siting process for small cell facilities and development of new land leases for tower sites.

ENVIRONMENT: Climate Change
We see challenge and opportunity at the intersection of climate change and the explosive growth in digital infrastructure, particularly in our company’s data center investment sector where we are experiencing a tsunami of demands. In the face of massive need for additional data center capacity, there is a corresponding increase in requests for information on our response to climate change. Investors and other stakeholders inquire about our energy mix, renewable energy credits (RECs) purchasing, total greenhouse gas (GHG) emissions, and management of physical climate risk. This convergence of demands presents us with the opportunity to grow in scale and deliver more capacity while driving positive environmental impact throughout our portfolio and providing more transparency on our performance.
Key 2020 Accomplishments:
•Committed to become Net Zero by 2030
•Provided tools, resources and introductions to portfolio companies to help them further climate initiatives, including a presentation from BSR and Natural Capital Partners about capitalizing on opportunities at the intersection of the growth in digital infrastructure and the need for urgent action on climate change
accomplishments1.jpg
Key 2021 Goals:
•GHG Monitoring: Train and equip portfolio companies to track energy consumption, report greenhouse gas emissions, and conduct a GHG footprint for calendar year 2020
•Net Zero Carbon: Further build out a roadmap and work toward our Colony Net Zero by 2030 goal
•Co-location Growth: Acquire a new colocation business in Europe that will source 100% renewable power this year

11 COLONY CAPITAL, INC. 2021 PROXY STATEMENT
PROXY SUMMARY
ESG Reporting
Transparency and accountability are hallmarks of our relationship with our shareholders, investors and other stakeholders, as demonstrated by our practice of issuing ESG reports detailing our approach, goals and performance. The June 2019 Colony Capital Annual ESG Report, which is available in the “Corporate Responsibility” section of Colony Capital’s website, www.clny.com, and the 2019 Digital Colony ESG Report, which is available in the “Responsibility” section of Digital Colony’s website, www.digitalcolony.com, describe how each firm integrates environmental, social and governance considerations throughout the investment process.

We recognize the growing desire for consistent, decision-useful sustainability information and expect to release our consolidated 2020 ESG report in the coming months. This report will be informed by relevant sector standards of the Sustainable Accounting Standards Board and the Task Force for Climate-related Financial Disclosures, two leading ESG reporting frameworks.

In early 2021, we also began communicating our ESG-related performance expectations for our portfolio companies and establishing corresponding reporting requirements on core ESG key performance indicators. We look forward to sharing more about that process going forward.
EXECUTIVE COMPENSATION HIGHLIGHTS
Leadership Transition. In early 2019, Mr. Barrack, as Executive Chairman and CEO of the Company, with the support of the Board of Directors, determined to transform the Company from a strategy focused on multiple real estate asset classes generating yield to a strategy focused on high growth digital communications and technology infrastructure. To execute on this transformative strategic shift, in July 2019, Mr. Barrack engineered and led the Company’s acquisition of Digital Bridge Holdings, a leading investor in digital infrastructure, with the expectation and agreement that Digital Bridge’s CEO, Mr. Ganzi, would within a two year period succeed Mr. Barrack as CEO of the Company. The business plan envisioned that the Company would rotate its assets under management to become a pure play digital infrastructure company and commence an orderly re-balancing of its legacy assets and liabilities.
Messrs. Barrack and Ganzi have devoted their full attention toward facilitating the Company’s digital transformation and have substantially achieved the pivot and correspondingly ignited the upward trajectory of the return of shareholder value envisioned in July 2019. Highlights include the appointment of Mr. Ganzi as CEO and Mr. Wu as CFO in July 2020 with Mr. Barrack continuing in his role as Executive Chairman; adding high quality digital infrastructure investments to the Company’s balance sheet; raising over $13 billion of third party FEEUM commitments for digital infrastructure products; acquiring over $22 billion of digital platforms; disposing of over $2.4 billion of legacy assets; and addressing balance sheet liabilities to provide over $1 billion of liquidity. As a result, digital infrastructure now represents over 60% of the Company’s assets under management, which is expected to continue to increase during 2021. Given the Company’s substantial progress in executing on the digital pivot, Mr. Barrack has determined, and the Board has agreed, that the duties of, and necessity for, an executive chairman have been mostly discharged and Mr. Barrack can now concentrate on other non-digital infrastructure business interests and opportunities, including Falcon Acquisition Corp. (a black check company that recently filed its initial registration statement), which are not within the investment mandate of the Company. Additionally, Mr. Barrack will allocate more time to his Family office and various philanthropic pursuits. The position of Executive Chairman will be eliminated, Mr. Barrack will be a non-executive member of the Board of Directors, and Mr. Barrack continues to be one of the Company’s meaningful shareholders. At such time that Mr. Barrack is not a member of the Board of Directors, Mr. Barrack will become Chairman Emeritus of the Company. In connection with the foregoing, Ms. NancyGovernance Committee has prioritized diversity in its refreshment over the past several years. As a result, our 9 director nominees for the 2023 Annual Meeting include three females (one of whom is also Asian American) and two African American males. The table below summarizes the key experience, qualifcations and attributes for each director nominee and highlights the balanced mix of experience, qualifcations and attributes of the Board as a whole. This high-level summary is not intended to be an exhaustive list of each director nominee’s skills or contributions to the Board. Brown Curtin currently the Company’s Lead Independent Director will become the independent, non-executive Chairperson of the Board. The foregoing terms are outlined in the section “—Employment Agreements” below.

Impact of COVID-19 on Executive Compensation Program.In August 2020, the Compensation Committee reviewed the executive compensation program in light of the potential impacts of the COVID-19 pandemic and, in consultation with its independent compensation consultant, decided to compensate executive officers for 2020 generally consistent with target. However, based on substantial year-end outperformance in various financial and non-financial metrics by our CEO and CFO (both of whom were appointed on July 1, 2020) as well as the 2020 targets for such officers previously established below the 25th percentile of peers, our Compensation Committee re-evaluated and ultimately determined to compensate our CEO and CFO at levels higher than 2020 targets.
Established New Structured CEO Pay Model. With Marc C. Ganzi’s appointment as our company’s CEO in July 2020, our Compensation Committee engaged in a robust assessment of CEO pay models used among peers across the alternative asset management and REIT industries, which included consideration of feedback from stockholder engagement and recommendations from Semler Brossy, our independent compensation consultant.
12 COLONY CAPITAL, INC. 2021 PROXY STATEMENT
PROXY SUMMARY
Peer Group Modification to Align with Digital Transformation. Our Compensation Committee approved several changes in the composition of our peer group to effectuate a re-balance of our peer group to reflect our strategic focus to digital infrastructure and real estate as well as our company’s size in terms of revenue, assets, market capitalization and enterprise value. We added Digital Realty Trust, Equinix, and SBA Communications and removed Host Hotels, Ladder Capital and Oaktree for our 2021 peer group.
Historical Executive Compensation Program Changes. Taking into account input we received from our stockholders through the results of our 2020 say-on-pay vote, as well as one-on-one conversations, the Compensation Committee determined to maintain for 2021 the meaningful changes made to the 2020 compensation program to focus our executives on long-term value creation as we pursue our digital evolution and further strengthen alignment with our stockholders, as follows:
(1) increased the weighting of corporate financial metrics in the Company’s annual incentive plan from 60% to 75%, and decreased the weighting attributable to pre-established individual goals, objectives and performance targets from 40% to 25%
(2) 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
(3) 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
13 COLONY CAPITAL, INC. 2021 PROXY STATEMENT
PROPOSAL NO. 1: Election of Directors
PROPOSAL NO. 1:     Election of Directors
Our Board currently consists of 12 members. As previously disclosed, our Board committed to reducing the Board size to no more than 10 members by the 2021 Annual Meeting. As a result, and based on the recommendation of the Nominating and Corporate Governance Committee, the Board has unanimously recommended that the following 10 persons be elected to serve on our Board, each until the 2022 annual meeting of stockholders and until his or her successor is duly elected and qualified: Thomas J. Barrack, Jr., J. Braxton Carter, Nancy A. Curtin, Jeannie H. Diefenderfer Jon A. Fosheim Marc C. Ganzi McCray Rasheed Reiss Tolley ! ! ! ! ! ! ! ! ! ! ! ! ! ! ! ! ! ! ! ! ! ! ! ! ! ! ! ! ! ! ! ! ! ! ! ! ! ! ! ! ! ! Capital Markets Investment/ Portfolio Management $ Risk Management CEO/Executive Leadership Qualifed Financial Expert $ Digital 2019 2020 2021 1 new director joined 2 new directors joined 3 new directors joined ! Dale Anne Reiss, Global and Americas Director of Real Estate, Hospitality and Construction, Ernst & Young (retired) ! Jeannie H. Diefenderfer, CEO, courageNpurpose ! Marc Ganzi, CEO, DigitalBridge Group, Inc. ! J. Braxton Carter, CFO, T-Mobile (retired) ! Gregory J. McCray, CEO, FDH Infrastructure Services ! Sháka Rasheed, Dale Anne Reiss and John L. Steffens.
As discussed in “Board of Directors” below, in 2020, we engaged Spencer Stuart, a third party executive search firm and consultant, to assist us in evaluating Board composition, governance and refreshment matters, with a focus on identifying potential director candidates with appropriate digital experience to join our Board as we continue to execute on our digital evolution. As a result of this evaluation, our Board is not only reducing the size of the Board to 10 members (from 12 members) at the 2021 Annual Meeting, but has also nominated four independent directors (three of whom are incumbent directors) to the Board who have substantial experience in the digital, telecommunications and technology industries.
All of the nominees are current directors and were elected by the stockholders at the 2020 annual meeting of stockholders, except for (i) Mr. Rasheed, who is being nominated for election to our Board at the 2021 Annual Meeting, (ii) Mr. Carter, who was appointed to the Board effective March 2, 2021, and (iii) Mr. McCray, who was appointed to the Board effective January 1, 2021.
In March 2020, the Company announced that it entered into the 2020 Cooperation Agreement with Blackwells Capital and, in connection with such agreement, identified Ms. Diefenderfer as a director nominee who was then elected to the Board at the 2020 annual meeting of stockholders. In addition, pursuant to the 2020 Cooperation Agreement, at each annual or special meeting of the Company (or any of its affiliates, including but not limited to Colony Credit Real Estate, Inc.) with a record date prior to the third anniversary of the date of the Cooperation Agreement, such as the 2021 Annual Meeting, Blackwells Capital has agreed to vote, or cause to be voted, all of the Company’s common stock beneficially owned by Blackwells Capital or its controlling or controlled affiliates in favor of the election of all the director nominees recommended for election by the Board and otherwise in accordance with the Board’s recommendation on all other proposals, subject to certain limited exceptions.
Each nominee has consented to being named in this Proxy Statement and to serve if elected. If, prior to the 2021 Annual Meeting, a nominee is not able to serve for any reason or for good cause will not serve, proxies will be voted for an additional person designated by our Board, unless our Board determines to reduce the number of directors or to leave a vacant seat on our Board in accordance with the Company’s charter and bylaws.
Our Board of Directors Unanimously Recommends a Vote “FOR” the Election of Each of the Nominees Identified Above and Nominated by our Board of Directors on the Enclosed Proxy Card.

14 COLONY CAPITAL, INC. 2021 PROXY STATEMENT
PROPOSAL NO. 1: Election of Directors
BOARD OF DIRECTORS
Our Board of Directors believes that having a diverse mix of directors with complementary qualifications, expertise, and attributes is essential to meeting its oversight responsibility. All of our directors except Thomas J. Barrack, Jr., our Executive Chairman, and Marc C. Ganzi, our Chief Executive Officer and President, are independent. Each of our directors attended at least 75% of the aggregate number of meetings held by: (i) the Board of Directors during such director’s respective term of service in 2020; and (ii) each committee during the period in 2020 for which such director served as a member.
Our Board also recognizes the importance of refreshment, particularly in light of the Company’s ongoing digital transformation. In 2020, we engaged Spencer Stuart, a third party executive search firm and consultant, to assist us in evaluating Board composition, governance and refreshment matters, including engaging in a robust search to identify potential Board candidates with digital experience and who will be independent to join the Board. As a result, during 2020 to date, the Board has taken actions to effect the following enhancements to our Board governance and refreshment:
•reduced the Board size to 10 members at the 2021 Annual Meeting, which includes four independent directors with digital experience (J. Braxton Carter, Jeannie Diefenderfer, Gregory J. McCray and Sháka Rasheed)
•reduced the number of Board committees from eight to four (including three standing committees)
In addition, in connection with Marc C. Ganzi’s appointment as our Chief Executive Officer and President on July 1, 2020, Mr. Ganzi was also appointed to our Board effective July 1, 2020.
Further, effective April 1, 2021, Nancy A. Curtin will transition from Lead Independent Director of the Board of Directors to our independent, non-executive Chairperson of the Board of Directors.














15 COLONY CAPITAL, INC. 2021 PROXY STATEMENT
PROPOSAL NO. 1: Election of Directors
BOARD COMPOSITION AND REFRESHMENT
The top skills and expertise of our Board nominees:
boardnominees2021a1.jpg
OUR DIRECTOR NOMINEES
The information below includes each director nominee’s name, age, principal occupation, business history and certain other information, including the specific experience, qualifications, attributes and skills that led our Board to conclude that each such person should serve as a director of our company.









16 COLONY CAPITAL, INC. 2021 PROXY STATEMENT
PROPOSAL NO. 1: Election of Directors
srasheedbio1.jpg
Sháka Rasheed
Managing Director, General Manager–Capital Markets, Microsoft Corporation
Independent Director Nominee
Age: 49
Experience
•Managing Director, General Manager-Capital Markets, Microsoft Corporation since September 2019, where he leadsIndependent Director 2022 1 new director joined ! David M. Tolley, Former EVP and Chief Financial Offcer of Intelsat S.A. Legal/Regulatory DIGITALBRIDGE 2023 PROXY STATEMENT | 11 Toppan Merrill - DigitalBridge [fka Colony Capital_ Inc.] PRE 14A [iXBRL Proxy] ED [AUX] | 105969 | 27-Mar-23 23:28 | 23-2053-3.da | Sequence: 3 CHKSUM Content: 64699 Layout: 18644 Graphics: 45139 CLEAN JOB: 23-2053-3 CYCLE#;BL#: 8; 0 TRIM: 8.25" x 10.75" AS: New York: 212-620-5600 COLORS: DB dark green, Yellow, Magenta, DB white, ~note-color 2, DB med blue, DB dark blue, Black, Cyan, DB med gray GRAPHICS: 2053-3_icon_legal-4c.eps, 2053-3_flow_nwedirec4c.eps, 2053-3_icon_digital-4c.eps, 2053-3_icon_qualified-4c.eps, 2053-3_icon_leadership-4c.eps, 2053-3_icon_risk-4c.eps, 2053-3_icon_ V1.5

GRAPHICPROPOSAL NO. 1: ELECTION OF DIRECTORS Brown Curtin Diefenderfer Fosheim Ganzi McCray Rasheed Reiss Tolley ! ! ! ! ! ! ! ! ! ! ! ! ! ! ! ! ! ! ! ! ! ! ! Our Director Nominees The information below includes each director nominee’s name, age, principal occupation, business history and certain other information, including the USspecifc experience, qualifcations, attributes and skills that led our Board to conclude that each such person should serve as a director of our company. JAMES KEITH BROWN Independent Director Nominee Strategic Transformation Human Capital Markets division
•HeadCorporate Governance ! Well-versed in engaging with private fund investors around the world and brings deep experience in product design and strategy OTHER POSITIONS/RECOGNITIONS ! Board member and member of Sales & Marketingco-investment committee of UNC Investment Fund (2018 to present) ! Served as the Chair of the Operating Committee at Bridgewater AssociatesCoatue Management LLC ! Served on the Management Committee of Och Ziff (now Sculptor Capital Management) (NYSE: SCU) for a decade and ran Best Practice Committee for the frm ! Chair of Executive Committee at the Lincoln Center (10 years) ! President of the Board of the New Museum (10 years and on the board for 24 years) and served on investment, fnance and audit committees, among others ! Served on board member of Andy Warhol Foundation (Chair of Finance and on Investment and Audit Committees) EDUCATION ! Bachelor of Arts with Honors, University of North Carolina EXPERIENCE ! Senior Managing Director of Coatue Management LLC from December 20162018 to January 2019
•Key sales leadership, business development, management and other senior client engagement roles at: Lazard Asset Management (as2023 ! Executive Managing Director & Head, Global Investor Relations of Alternative Investments – Americas,Och Ziff Capital Management (now Sculptor Capital Management) (NYSE: SCU) from 20132003 to 2016);2017 ! Managing Director & Head, U.S. Institutional Sales & Relationship Management of Goldman, Sachs & Co. from 1999 to 2003 ! Managing Director, Global Asset & Investment Management, Consulting and CitadelEndowments & Foundations Division; VP, Global Asset Management, (as Acting Head, andEndowments & Foundations Division at Bankers Trust Company from 1992 to 1999 ! Regional Director, of Distribution – AmericasFoundation & Corporate Relations at Dartmouth College from 20101991 to 2013)
•Various roles over 16 years at1992 ! J.P. Morgan Chase & Co., with the last four years of his tenure at J.P. Morgan Asset Management, serving as Managing Director, Senior Client Advisor, overseeing business development
Qualifications, Attributes and Skills
•As an accomplished leader and advisor currently at the intersection of financial services and technology, Mr. Rasheed is a seasoned professional with over from 1985 to1990 QUALIFICATIONS, ATTRIBUTES AND SKILLS ! Over 25 years of business development, sales, strategy, leadership andinvestment management experience, including senior leadership roles in capital raising Former Senior Managing Director of Coatue Management LLC AGE 60 12 | DIGITALBRIDGE 2023 PROXY STATEMENT Toppan Merrill - DigitalBridge [fka Colony Capital_ Inc.] PRE 14A [iXBRL Proxy] ED [AUX] | 105969 | 27-Mar-23 23:28 | 23-2053-3.da | Sequence: 4 CHKSUM Content: 3438 Layout: 13695 Graphics: 25988 CLEAN JOB: 23-2053-3 CYCLE#;BL#: 8; 0 TRIM: 8.25" x 10.75" AS: New York: 212-620-5600 COLORS: DB dark green, DB lgt gray, Magenta, Yellow, DB white, ~note-color 2, DB med blue, DB dark blue, Black, Cyan, DB med gray GRAPHICS: 2053-3_pht_jameskeithbro_4c.eps, 2053-3_icon_corporate-4c.eps, 2053-3_icon_ncapital-4c.eps, 2053-3_icon_strategic-4c.eps, 2053-3_flag_4c_icon.eps V1.5

GRAPHICPROPOSAL NO. 1: ELECTION OF DIRECTORS NANCY A. CURTIN Independent Director since 2014 ! Proven business builder of global investment and wealth management businesses with C-suite and board responsibility driving signifcant AUM growth at premier financial services organizations
•Possesses fintech acumenattractive operating margins ! Successful track record of CIO execution; leading large investment teams in pursuit of institutional quality investment disciplines to deliver superior investment performance ! Deep understanding of regulatory environment for investment management, with proven ability to institute best practice front line controls, oversight, and deep financial services industry expertise across investment banking, debt & equity capital markets, private wealth & institutional asset management across traditional assetsgovernance OTHER BOARDS ! Right to Play, global education charity helping over 2.3 million children each year in war torn countries and alternative investments (hedge funds, private equity, and real assets)
Other Positions/Recognitions
•Expert Network Member at M12, Microsoft’s venture fund (since January 2021)
•Former Board Member, Chairareas of Finance Committee, The Robert Toigo Foundation (2008-2012)
•Founding Board Member (Brooklyn)/Board Chair (AF Endeavor) at Achievement First (2005-2010)
•Robert Toigo Fellow recipient (Harvard Business School)
•At Morehouse College: Oprah Winfrey full-academic scholarship recipient, a Ford Foundation Doctoral Scholar and a Woodrow Wilson Foundation Public Policy & International Affairs Fellow, and as president of the student body and a representative on Morehouse’s Board of Trustees
Education
•signifcant dislocation EDUCATION ! Bachelor of Arts, Morehouse College
•Summa Cum Laude, Princeton University ! Master of Business Administration, Harvard Business School ! 2019: Harvard Business School Executive Education, Woman on Boards Certifcate ! Harvard Business School, Corporate Director Certifcation (accepted into programme, expected completion Q4 2023): ! Audit Committees in a New Era of Governance-Completed ! Compensation Committees: New Challenges, New Solutions-November 2023 ! Making Corporate Boards More Effective-November 2023 EXPERIENCE ! Chief Investment Offcer and Board Director of Alvarium Tiedemann Holdings, Inc. (NASDAQ: ALTI) since 2023 ! Partner, Group Chief Investment Offcer, Head of Investment Advisory and participant member of the Supervisory Board of Alvarium Investments from May 2020 through the business combination of Alvarium Investments with Tiedemann Wealth Management Holdings, LLC and certain other parties in January 2023 ! Chief Investment Offcer and Head of Investments of Close Brothers Asset Management (CBAM), a UK investment and fnancial advice frm focused on private clients, high-net-worth, charities, and family offces, from 2010 to 2019 ! Chief Investment Offcer and Managing Partner of Fortune Asset Management Limited, a hedge fund and long-only institutional advisory business, from 2002 until its full acquisition by CBAM in 2010 ! Managing Director of Schroders Plc and Head of Global Investments for the Mutual Funds business & founded Internet Finance Partners, a venture arm of Schroders. ! Head of Emerging Markets at Baring Asset Management; Board member for Baring Venture Partners, Member of Global Senior Council and Senior Leadership Team ! Co-Head of German Real Estate arm of Rho Asset Management, focused on private equity and real estate investments ! Early career, M&A and Corporate Finance at Morgan Stanley and Credit Suisse First Boston QUALIFICATIONS, ATTRIBUTES AND SKILLS ! Over 25 years of investment management experience and senior leadership roles in global asset management, private equity, real estate, and alternative asset investing that are key to the Board’s oversight of the Company’s investment strategy and management of its investment portfolio Chief Investment Offcer of Alvarium Tiedemann Holdings, Inc. AGE 65 ! Chairperson of the Board DIGITALBRIDGE 2023 PROXY STATEMENT | 13 Toppan Merrill - DigitalBridge [fka Colony Capital_ Inc.] PRE 14A [iXBRL Proxy] ED [AUX] | 105969 | 27-Mar-23 23:28 | 23-2053-3.da | Sequence: 5 CHKSUM Content: 6107 Layout: 44877 Graphics: 47669 CLEAN JOB: 23-2053-3 CYCLE#;BL#: 8; 0 TRIM: 8.25" x 10.75" AS: New York: 212-620-5600 COLORS: DB dark green, DB lgt gray, Magenta, Yellow, DB white, ~note-color 2, DB med blue, DB dark blue, Black, Cyan, DB med gray GRAPHICS: 2053-3_pht_nancy4c_fpo.eps, 2053-3_flag_4c_icon.eps V1.5










17 COLONY CAPITAL, INC. 2021 PROXY STATEMENT

GRAPHIC
PROPOSAL NO. 1: Election of Directors
bcarter31.jpg
J. Braxton Carter
Former Chief Financial Officer of T-Mobile US, Inc.
Independent Director since 2021
Age: 62
Committee Memberships (effective May 3, 2021): Audit Committee (Chairman), Compensation Committee
Experience
•Chief Financial Officer of T-Mobile US, Inc. (NASDAQ: TMUS) from 2013 to 2020
•Vice Chairman (from May 2011) and Chief Financial Officer of MetroPCS Communications, Inc. from 2005 to 2013
•Vice President, Corporate Operations of MetroPCS Communications, Inc. from 2001 to 2005
Qualifications, Attributes and Skills
•Mr. Carter brings to our Board a deep understanding of financial and accounting matters within the wireless communications and retail industry, including having spent 10 years in public accounting
•Extensive senior management and leadership experience as a public company Chief Financial Officer
•Certified Public Accountant
Other Public Company Board Experience
•Assurant Inc. (since July 2020)
Other Positions/Recognitions
•Senior Advisor to Deutsche Telecom Capital Partners
•Certified Public Accountant
Education
•Bachelor of Science, University of Colorado















18 COLONY CAPITAL, INC. 2021 PROXY STATEMENT
PROPOSAL NO. 1: Election of Directors
gmcray1.jpgGregory J. McCray
Chief Executive Officer of FDH Infrastructure Services
Independent Director since 2021
Age: 58
Committee Memberships (effective May 3, 2021): Nominating & Corporate Governance Committee, Compensation Committee
Experience
•Chief Executive Officer of FDH Infrastructure Services since June 2018
•Chief Executive Officer of Access/Google Fiber in 2017
•Chief Executive Officer of Aero Communications Inc., which provides installation, services and support to the communications industry, from 2013 to 2016
•Chief Executive Officer of Antenova, a developer of antennas and radio frequency modules for mobile devices, from 2003 to 2012
•Chairman and Chief Executive Officer of PipingHot Networks, which brought broadband fixed wireless access equipment to market, from 2001 to 2002
Senior Vice President of customer operations at Lucent Technologies from 1996 to 2000
Qualifications, Attributes and Skills
•Extensive executive experience with 30 years of business, marketing, sales, engineering, operations, mergers and acquisitions, management and international experience in the communications technology industry
•Experience as a current and former director at other public companies, which enables him to provide significant insight as to governance and risk-related matters
Other Public Company Board Experience
•ADTRAN Inc. (May 2017 to present; Member of the Compensation Committee and Member of the Audit Committee)
•Centurylink, Inc. (January 2005 to February 2017; Chairman of the Cyber Security & Risk Committee from 2015 to 2017)
Other Positions/Recognitions:
•Board Member of FreeWave Technologies (February 2020 to present)
Education
•Bachelor of Science, Iowa State University
•Master of Science, Industrial & Systems Engineering, Purdue University
•Executive Business Programs, University of Illinois, Harvard, and INSEAD

















19 COLONY CAPITAL, INC. 2021 PROXY STATEMENT
PROPOSAL NO. 1: Election of Directors
clny2020def14aproxy181.jpg
JeanniePROPOSAL NO. 1: ELECTION OF DIRECTORS JEANNIE H. Diefenderfer
Founder/CEO of courageNpurpose, LLC
DIEFENDERFER Independent Director since 2020
Age: 60
Committee Memberships: Nominating & JON A. FOSHEIM Independent Director since 2017 ! MRV Communications, Inc. (formerly NASDAQ:MRVC) (July 2014 to August 2017) ! Westell Technologies, Inc. (OTC WSTL) (September 2015 to September 2017) OTHER POSITIONS/RECOGNITIONS ! CEO of Center for Higher Ambition Leadership since June 2021 ! 2020 National Association of Corporate Governance Committee (effective May 3, 2021), Audit Committee






Experience
•Directors (NACD) Directorship 100 list honoree ! Independent board member of Irth Solutions since March 2022 ! Trustee of Olin College of Engineering ! Board Member of NACD NJ Chapter ! Vice Chair of the Board, Women in America EDUCATION ! Bachelor of Science, Tufts University ! Master of Business Administration, Babson College EXPERIENCE ! Founder and Chief Executive OfficerOffcer 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 OfficerOffcer from 2005 to 2008
Qualifications, Attributes and Skills
• 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
• OTHER PUBLIC COMPANY BOARD EXPERIENCE ! Windstream Holdings, Inc. (formerly NASDAQ:WINMQ) (February 2016 to September 2020)
•MRV Communications, Inc. (July 2014 to August 2017)
•Westell Technologies, Inc. (September 2015 to September 2017)
Other Positions/Recognitions
•2020 Founder and Chief Executive Offcer of courageNpurpose, LLC AGE 62 COMMITTEE MEMBERSHIPS ! Compensation Committee ! Nominating & Corporate Governance Committee OTHER POSITIONS/RECOGNITIONS ! Director and Chairman of the Audit Committee of the Arnold and Mabel Beckman Foundation ! 2003 Recipient of the National Association of Corporate Directors (NACD) Directorship 100 list honoree
•Vice ChairReal Estate Investment Trusts (NAREIT) Industry Achievement Award ! Previously worked in institutional sales at Bear Stearns & Co. and Trustee of Tufts University
•Board Member of NACD NJ Chapter
•Vice Chair of the Board, Women in America
•Executive Advisor to Sedona Systems
Education
•tax department at Touche Ross and Co. (now Deloitte & Touche LLP LLP) EDUCATION ! Bachelor of Science, TuftsArts, University
• of South Dakota ! Master of Business Administration Babson Collegeand Juris Doctor, University of South Dakota EXPERIENCE ! Chief Executive Offcer of Oak Hill REIT Management, LLC from 2005 until his retirement in 2011 ! Principal and Co-founder of Green Street Advisors, a REIT advisory and consulting frm, from 1985 to 2005 QUALIFICATIONS, ATTRIBUTES AND SKILLS ! Extensive investment management and senior leadership experience ! Expertise in fnancial analysis and accounting matters OTHER PUBLIC COMPANY BOARD EXPERIENCE ! Apple Hospitality REIT, Inc. (NYSE: APLE) (January 2015 to present; Member of Audit Committee and Corporate Governance Committee) ! Associated Estates Realty Corporation (formerly NYSE: AEC) (February 2015 to August 2015) Chief Executive Offcer of Oak Hill REIT Management, LLC; Co-Founder, CEO of Green Street Advisors (Retired) AGE 72 COMMITTEE MEMBERSHIPS ! Audit Committee ! Compensation Committee (Chair) 14 | DIGITALBRIDGE 2023 PROXY STATEMENT Toppan Merrill - DigitalBridge [fka Colony Capital_ Inc.] PRE 14A [iXBRL Proxy] ED [AUX] | 105969 | 27-Mar-23 23:28 | 23-2053-3.da | Sequence: 6 CHKSUM Content: 29425 Layout: 63486 Graphics: 18998 CLEAN JOB: 23-2053-3 CYCLE#;BL#: 8; 0 TRIM: 8.25" x 10.75" AS: New York: 212-620-5600 COLORS: DB dark green, DB lgt gray, Magenta, Yellow, DB white, ~note-color 2, DB med blue, DB dark blue, Black, Cyan, DB med gray GRAPHICS: 2053-3_pht_jonafosh4c_fpo.eps, 2053-3_flag_4c_icon.eps, 2053-3_pht_Jeannie4c_fpo.eps, 2053-3_flag_4c_icon.eps V1.5















20 COLONY CAPITAL, INC. 2021 PROXY STATEMENT

GRAPHIC
PROPOSAL NO. 1: Election of Directors
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MarcPROPOSAL NO. 1: ELECTION OF DIRECTORS MARC C. Ganzi
President and Chief Executive Officer of Colony Capital
GANZI Director since 2020
Age: 49


Experience
• OTHER POSITIONS/RECOGNITIONS ! Member of boards of corporations, including: Andean Telecom Partners, ExteNet Systems, Vantage Data Centers, Vertical Bridge, and Zayo Group ! Assistant Commercial Attaché in Madrid for the U.S. Department of Commerce’s Foreign Commercial Service Department in 1990 ! Presidential Intern in the White House for the George H.W. Bush administration with the Offce of Special Activities and Initiatives for the Honorable Stephen M. Studdert in 1989 ! Board Member of the Wireless Infrastructure Association from 2008 to 2017 and served as Chairman from 2009 to 2011 ! Member of Nareit 2022 Advisory Board of Governors, Member of the Young Presidents’ Organization, the Broadband Deployment Advisory Committee of the Federal Communications Commission, and currently serves on the board of the Aspen Valley Ski Club EDUCATION ! Bachelor of Science, Wharton School of Business EXPERIENCE ! Founded and served as Chief Executive OfficerOffcer of Digital Bridge Holdings (“DBH”), which was acquiredfrom 2013 until its acquisition by Colony CapitalDigitalBridge in July 2019
• ! Founded Global Tower Partners (“GTP”), which grew to become one of the largest privately-owned tower companies in the U.S. under his leadership before being acquired by American Tower Corporation in 2013
• ! Consulting partner for DB Capital Partners from 2000 to 2002 where he oversaw the institution’s investments in the Latin American tower sector
• ! Co-founded and served as President of Apex Site Management, one of the largest third-party managers of wireless and wireline communication sites in the United States.In 2000, Apex merged with SpectraSite Communications to create one of the largest telecommunications site portfolios in the United States at the time
Qualifications, Attributes and Skills
• QUALIFICATIONS, ATTRIBUTES AND SKILLS ! Leading visionary and entrepreneur, with decades of investment experience in the digital infrastructure and telecommunications market, will provide a valuable perspective to the Board in developing, leadinghas led and overseeingoverseen the Company’s digital transformation as President and Chief Executive Officer
•Offcer ! Extensive experience as a founder and Chief Executive OfficerOffcer of several digital companies, including DBH Chief Executive Offcer of DigitalBridge AGE 51 DIGITALBRIDGE 2023 PROXY STATEMENT | 15 Toppan Merrill - DigitalBridge [fka Colony Capital_ Inc.] PRE 14A [iXBRL Proxy] ED [AUX] | 105969 | 27-Mar-23 23:28 | 23-2053-3.da | Sequence: 7 CHKSUM Content: 54837 Layout: 11260 Graphics: 17681 CLEAN JOB: 23-2053-3 CYCLE#;BL#: 8; 0 TRIM: 8.25" x 10.75" AS: New York: 212-620-5600 COLORS: DB dark green, DB lgt gray, Magenta, Yellow, DB white, ~note-color 2, DB med blue, DB dark blue, Black, Cyan, DB med gray GRAPHICS: 2053-3_pht_marc4c_fpo.eps V1.5
Other Positions/Recognitions:
•Member of boards of corporations, including: Apex Site Management, Global Tower Partners, Olympus Outdoor Media, Mexico Tower Partners, Vertical Bridge, DataBank, Vantage Data Centers, Andean Telecom Partners, ExteNet Systems and Zayo Group
•Assistant Commercial Attaché in Madrid for the U.S. Department of Commerce’s Foreign Commercial Service Department in 1990
•Presidential Intern in the White House for the George H.W. Bush administration with the Office of Special Activities and Initiatives for the Honorable Stephen M. Studdert in 1989
•Board Member of the Wireless Infrastructure Association from 2008 to 2017 and served as Chairman from 2009 to 2011
•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
Education
•Bachelor of Science, Wharton School of Business












21 COLONY CAPITAL, INC. 2021 PROXY STATEMENT

GRAPHIC
PROPOSAL NO. 1: Election of Directors
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Dale Anne Reiss
Global and Americas Director of Real Estate, Hospitality and Construction, Ernst & Young LLP (Retired)
PROPOSAL NO. 1: ELECTION OF DIRECTORS GREGORY J. MCCRAY Independent Director since 2019
Age: 73
Committee Memberships: Audit Committee, Nominating & Corporate Governance Committee (effective May 3, 2021 Chairperson! Experience as a current and former director at other public companies, which enables him to provide signifcant insight as to governance and risk-related matters OTHER PUBLIC COMPANY BOARD EXPERIENCE ! Belden Inc. (NYSE: BDC) (February 2022 to present; Member of the Nominating & Corporate Governance Committee and the Finance Committee) ! ADTRAN Inc. (NASDAQ: ADTN) (May 2017 to present; Member of the Compensation Committee and the Audit Committee) ! Centurylink, Inc. (NYSE: CTL) (January 2005 to February 2017; Chair of the Cyber Security & Risk Committee and Member of the Compensation Committee and Nominating & Corporate Governance Committee) OTHER POSITIONS/RECOGNITIONS ! Board Member of FreeWave Technologies (February 2020 to present) EDUCATION ! Bachelor of Science, Iowa State University ! Master of Science, Industrial & Systems Engineering, Purdue University ! Executive Business Programs, University of Illinois, Harvard, and INSEAD EXPERIENCE ! Chief Executive Offcer of FDH Infrastructure Services since June 2018 ! Chief Executive Offcer of Access/Google Fiber in 2017 ! Chief Executive Offcer of Aero Communications Inc., which provides installation, services and support to the communications industry, from 2013 to 2016 ! Chief Executive Offcer of Antenova, a developer of antennas and radio frequency modules for mobile devices, from 2003 to 2012 ! Chairman and Chief Executive Offcer of PipingHot Networks, which brought broadband fxed wireless access equipment to market, from 2001 to 2002 ! Senior Vice President of customer operations at Lucent Technologies from 1996 to 2000 QUALIFICATIONS, ATTRIBUTES AND SKILLS ! Extensive executive experience with 30 years of business, marketing, sales, engineering, operations, mergers and acquisitions, management and international experience in the communications technology industry Chief Executive Offcer of FDH Infrastructure Services AGE 60 COMMITTEE MEMBERSHIPS ! Nominating & Corporate Governance Committee ! Compensation Committee 16 | DIGITALBRIDGE 2023 PROXY STATEMENT Toppan Merrill - DigitalBridge [fka Colony Capital_ Inc.] PRE 14A [iXBRL Proxy] ED [AUX] | 105969 | 27-Mar-23 23:28 | 23-2053-3.da | Sequence: 8 CHKSUM Content: 49521 Layout: 63770 Graphics: 32444 CLEAN JOB: 23-2053-3 CYCLE#;BL#: 8; 0 TRIM: 8.25" x 10.75" AS: New York: 212-620-5600 COLORS: DB dark green, DB lgt gray, Magenta, Yellow, DB white, ~note-color 2, DB med blue, DB dark blue, Black, Cyan, DB med gray GRAPHICS: 2053-3_pht_gregory4c_fpo.eps, 2053-3_flag_4c_icon.eps V1.5

GRAPHICPROPOSAL NO. 1: ELECTION OF DIRECTORS SHÁKA RASHEED Independent Director since 2021 ! Possesses fntech acumen and deep fnancial services industry expertise across investment banking, debt & equity capital markets, private wealth & institutional asset management across traditional assets and alternative investments (hedge funds, private equity, and real assets) OTHER POSITIONS/RECOGNITIONS ! Former Expert Network Member at M12, Microsoft’s venture fund (2021 to 2022) ! Former Board Member, Chair of Finance Committee, The Robert Toigo Foundation (2008 to 2012) ! Founding Board Member (Brooklyn)/Board Chair (AF Endeavor) at Achievement First (2005 to 2010) ! Robert Toigo Fellow recipient (Harvard Business School) ! At Morehouse College: Oprah Winfrey full-academic scholarship recipient, a Ford Foundation Doctoral Scholar and a Woodrow Wilson Foundation Public Policy & International Affairs Fellow, and as president of the student body and a representative on Morehouse’s Board of Trustees EDUCATION ! Bachelor of Arts, Morehouse College ! Master of Business Administration, Harvard Business School EXPERIENCE ! SVP, Strategic Banking & Wealth Management at Salesforce, Inc. (NYSE: CRM) since September 2022 ! Managing Director, General Manager-Capital Markets, Microsoft Corporation, where he led the US Capital Markets division from September 2019 to September 2022 ! Head of Sales & Marketing at Bridgewater Associates from December 2016 to January 2019 ! Key sales leadership, business development, management and other senior client engagement roles at: Lazard Asset Management (as Managing Director & Head of Alternative Investments—Americas, from 2013 to 2016); and Citadel Asset Management (as Acting Head, and Director of Distribution—Americas from 2010 to 2013) ! Various roles over 16 years at J.P. Morgan Chase & Co., with the last four years of his tenure at J.P. Morgan Asset Management, serving as Managing Director, Senior Client Advisor, overseeing business development QUALIFICATIONS, ATTRIBUTES AND SKILLS ! Seasoned professional with over 25 years of business development, sales, strategy, leadership and management experience at premier fnancial services organizations and technology companies SVP, Strategic Banking & Wealth Management of Salesforce, Inc. AGE 51 COMMITTEE MEMBERSHIPS ! Audit Committee ! Nominating & Corporate Governance Committee DIGITALBRIDGE 2023 PROXY STATEMENT | 17 Toppan Merrill - DigitalBridge [fka Colony Capital_ Inc.] PRE 14A [iXBRL Proxy] ED [AUX] | 105969 | 27-Mar-23 23:28 | 23-2053-3.da | Sequence: 9 CHKSUM Content: 25820 Layout: 53725 Graphics: 14866 CLEAN JOB: 23-2053-3 CYCLE#;BL#: 8; 0 TRIM: 8.25" x 10.75" AS: New York: 212-620-5600 COLORS: DB dark green, DB lgt gray, Magenta, Yellow, DB white, ~note-color 2, DB med blue, DB dark blue, Black, Cyan, DB med gray GRAPHICS: 2053-3_pht_shakara24c_fpo.eps, 2053-3_flag_4c_icon.eps V1.5
Experience
•

GRAPHICPROPOSAL NO. 1: ELECTION OF DIRECTORS DALE ANNE REISS Independent Director since 2019 ! iStar Inc. (NYSE: STAR) (July 2008 to May 2019; Chair of Audit Committee, Member of Nominating and Governance Committee) ! Post Properties, Inc. (formerly NYSE: PPS) (October 2008 to May 2013; Audit Committee, Nominating and Governance Committee) ! Care Capital Properties Inc. (formerly NYSE: CCP) (August 2015 to August 2017; Chair of Compensation Committee, Nominating and Governance Committee) ! CYS Investments, Inc. (formerly NYSE: CYS0 (January 2015 to July 2018; Audit Committee; Nominating and Governance Committee) OTHER POSITIONS/RECOGNITIONS ! Certifed Public Accountant ! Governor and Former Trustee of Urban Land Institute (1998 to present) ! Trustee of Southwest Florida Community Foundation ! Trustee of Sanibel Police Pension Board ! Board member of Educational Housing Services (NYC) ! Trustee of Collaboratory EDUCATION ! Master of Business Administration, University of Chicago ! Bachelor of Science, Illinois Institute of Technology 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 and predecessor frm from 19951985 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 QUALIFICATIONS, ATTRIBUTES AND SKILLS ! Extensive expertise in financialfnancial and accounting matters from her experience over an extended period at several major public accounting firms, her leadershipfrms ! Leadership experience in management and operations at those firms, andfrom her experience at major public accounting frms ! Experience as a director of other public and private companies
Other Public Company Board Experience
• OTHER PUBLIC COMPANY BOARD EXPERIENCE ! Tutor Perini Corporation (NYSE: TPC) (May 2014 to present; Chair of Audit Committee; Nominating and Governance 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 Global 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














22 COLONY CAPITAL, INC. 2021 PROXY STATEMENT
PROPOSAL NO. 1: Election of Directors
clny2020prec14aproxy_imagea.gif
Jon A. Fosheim
Former Chief Executive Officer of Oak Hill REIT Management, LLC
IndependentAmericas Director since 2017
Age: 70
Committee Memberships: Compensation Committee (Chairman) (effective May 3, 2021), Audit 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 StearnsHospitality and Construction of Ernst & 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



























23 COLONY CAPITAL, INC. 2021 PROXY STATEMENT
PROPOSAL NO. 1: Election of Directors
clny2020prec14aproxy11ca021.jpg
Nancy A. Curtin
Partner, Group Chief Investment Officer and Head of Investment Advisory of Alvarium Investments
Independent Director since 2014
Age: 63
Chairperson of the Board (effective April 1, 2021)


Experience
•Partner, Group Chief Investment Officer and Head of Investment Advisory of Alvarium Investments since May 2020
•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













24 COLONY CAPITAL, INC. 2021 PROXY STATEMENT
PROPOSAL NO. 1: Election of Directors
clny2020def14aproxy9a011.gif
Thomas J. Barrack, Jr.
Founder, Executive Chairman of Colony Capital
Director since 2009
Age: 73
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 GovernanceYoung LLP (Retired) AGE 75 COMMITTEE MEMBERSHIPS ! Audit 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












25 COLONY CAPITAL, INC. 2021 PROXY STATEMENT
PROPOSAL NO. 1: Election of Directors
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John L. Steffens
Founder of Spring Mountain Capital, LP
Independent Director since 2009
Age: 79
Committee Memberships: Compensation Committee,! Nominating & Corporate Governance Committee (Chair) 18 | DIGITALBRIDGE 2023 PROXY STATEMENT Toppan Merrill - DigitalBridge [fka Colony Capital_ Inc.] PRE 14A [iXBRL Proxy] ED [AUX] | 105969 | 27-Mar-23 23:28 | 23-2053-3.da | Sequence: 10 CHKSUM Content: 58494 Layout: 36182 Graphics: 17456 CLEAN JOB: 23-2053-3 CYCLE#;BL#: 8; 0 TRIM: 8.25" x 10.75" AS: New York: 212-620-5600 COLORS: DB dark green, DB lgt gray, Magenta, Yellow, DB white, ~note-color 2, DB med blue, DB dark blue, Black, Cyan, DB med gray GRAPHICS: 2053-3_pht_dalean4c_fpo.eps, 2053-3_flag_4c_icon.eps V1.5

GRAPHIC
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 invaluablePROPOSAL NO. 1: ELECTION OF DIRECTORS DAVID M. TOLLEY Independent Director since 2022 ! Invaluable expertise on Board practices and corporate governance matters to Colony
Other Public Company Board Experience
•Cicero,DigitalBridge from service as a director of other public companies OTHER PUBLIC COMPANY BOARD EXPERIENCE ! WeWork Inc. (Chairman, since May 2007)
•Colony Starwood Homes (January 2016(NYSE: WE) (February 2023 to Junepresent) ! KVH Industries, Inc. (NASDAQ: KVHI) (June 2022 to present) ! Cumulus Media (NASDAQ: CMLS) (2006 to 2017)
•Aozora Bank, Ltd. (June 2004 ! New Skies Satellites (2004 to February 2009)
•Merrill Lynch & Co., Inc. (April 19862006) ! Centennial Communications (formerly NYSE: CYCL) (2001 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.
•2005) OTHER POSITIONS/RECOGNITIONS ! Board of Directors of Merrill Lynch Ventures, LLC
•ChairmanExteNet Systems (2016 to 2019) EDUCATION ! Master of Business Administration from Columbia Business School ! Bachelor of Science in Economics and History from the University of Michigan. EXPERIENCE ! Executive Vice President and Chief Financial Offcer of Intelsat S.A. from June 2019 to March 2022, where he helped to lead a multi-billion dollar restructuring of one of the Securities Industry Association
•Trusteeworld’s largest satellite communications services providers ! Chief Financial Offcer of Network Access Associates Ltd. (“OneWeb”), a satellite services company, from 2017 to 2019 ! Senior Managing Director in the Private Equity Group at Blackstone from 2000 to 2011, where he led satellite services strategy and investing and served on the Private Equity Investment Committee for Economic Development
•Board! Vice President at Morgan Stanley in the Investment Banking Division, from 1990 to 2000, where he provided banking and advisory services to established and emerging companies in the broader communications sector QUALIFICATIONS, ATTRIBUTES AND SKILLS ! Deep understanding of Overseersfnancial and accounting matters from his experience in management at other public and private companies Former EVP and Chief Financial Offcer of the Geisel School of Medicine at Dartmouth
Education
•Bachelor of Arts in Economics, Dartmouth College
•Advanced Management Program, Harvard Business School


Intelsat S.A. AGE 55 COMMITTEE MEMBERSHIPS ! Audit Committee ! Compensation Committee DIGITALBRIDGE 2023 PROXY STATEMENT | 19 Toppan Merrill - DigitalBridge [fka Colony Capital_ Inc.] PRE 14A [iXBRL Proxy] ED [AUX] | 105969 | 27-Mar-23 23:28 | 23-2053-3.da | Sequence: 11 CHKSUM Content: 26368 Layout: 63435 Graphics: 62581 CLEAN JOB: 23-2053-3 CYCLE#;BL#: 8; 0 TRIM: 8.25" x 10.75" AS: New York: 212-620-5600 COLORS: DB dark green, DB lgt gray, Magenta, Yellow, DB white, ~note-color 2, DB med blue, DB dark blue, Black, Cyan, DB med gray GRAPHICS: David_Tolley_fpo_4c_pht.eps, 2053-3_flag_4c_icon.eps V1.5






26 COLONY CAPITAL, INC. 2021 PROXY STATEMENT
PROPOSAL NO. 1: Election of Directors
CORPORATE GOVERNANCE
CORPORATE GOVERNANCE GUIDELINES AND CODES OF ETHICS
We are committed to good corporate governance practices and, as such, we have adopted our Corporate Governance Guidelines and Codes of Ethics discussed below to enhance our effectiveness. These guidelines and codes are available on our website atwww.clny.comunder the heading “Shareholders—Corporate Governance.” You can also receive a copy of our Corporate Governance Guidelines and Code of Business Conduct and Ethics, without charge, by writing to Investor Relations, Colony Capital, Inc., 750 Park of Commerce Drive, Suite 210, Boca Raton, FL 33487.
Our Corporate Governance Guidelines are designed to assist our Board in monitoring the effectiveness of decision-making at the Board and management level and ensuring adherence to good corporate governance principles, all with a goal of enhancing stockholder value over the long term. Our Corporate Governance Guidelines govern, among other things, Board member qualifications, responsibilities, restrictions and education, Board and committee function, management succession and self-evaluation. Our Code of Business Conduct and Ethics relates to the conduct of our business by our employees, officers and directors. We intend to maintain high standards of ethical business practices and compliance with all laws and regulations applicable to our business, including those relating to doing business outside the United States. Specifically, among other things, our Code of Business Conduct and Ethics prohibits employees from providing gifts, favors or anything of value to government officials or employees or members of their families without prior written approval from the Company’s Deputy General Counsel - Corporate. We have also adopted a Code of Ethics for Principal Executive Officer and Senior Financial Officers, which applies to our Chief Executive Officer, Chief Financial Officer and all other senior financial officers of our company. We will disclose any amendments or waivers from the Code of Ethics for Senior Financial Officers on our website.
DIRECTOR INDEPENDENCE
Of our 10 directors being nominated for election by our Board, our Board affirmatively determined that each of the following eight director nominees is independent: J. Braxton Carter, Nancy A. Curtin, Jeannie H. Diefenderfer, Jon A. Fosheim, Gregory J. McCray, Sháka Rasheed, Dale Anne Reiss and John L. 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. and Marc C. Ganzi are not independent, as Mr. Barrack is our Executive Chairman and Mr. Ganzi is our Chief Executive Officer and President. In addition, in March 2021, the Company negotiated an agreement with Mr. Barrack, our Founder, Executive Chairman, and prior Chief Executive Officer, pursuant to which, effective as of April 1, 2021, the position of Executive Chairman will be eliminated and Mr. Barrack will be a non-executive member of the Board.
BOARD LEADERSHIP STRUCTURE
As noted above, following the 2021 Annual Meeting, our Board of Directors will include eight independent directors. In addition, effective April 1, 2021, our Executive Chairman position (currently held by Mr. Barrack) will be eliminated and Mr. Barrack will be a non-executive member of the Board. In connection with the foregoing, our Board has appointed Ms. Curtin as our independent, non-executive Chairperson of the Board. As Chairperson of the Board, Ms. Curtin presides over all meetings of the Board (including executive sessions of the independent directors) and stockholders, reviews and approves meeting agendas, meeting schedules and other information, acts as a liaison between (1) the outside directors and management, including the Chief Executive Officer, (2) among independent directors and (3) between interested third parties and the Board, serves as the focal point of communication to the Board regarding management plans and initiatives, ensures that the role between Board oversight and management operations is respected, consults on stockholder engagement and governance matters and performs such other duties as the Board requires from time to time.
Our President and Chief Executive Officer, Mr. Ganzi, is responsible for working with the Board in setting the Company’s strategic direction and day-to-day leadership and performance. Mr. Ganzi has substantial experience, knowledge and relationships in the digital industry and our Board believes that having the Chairperson role as a separate position allows Mr. Ganzi to focus on executing the Company’s digital transformation, which will best serve the interests of the Company.
In addition, the Board believes that having an independent Chairperson:
    (1)    increases the independent oversight of the Company and enhances the Board’s objective evaluation of our Chief Executive Officer;

    (2)    provides our Chief Executive Officer with an experienced sounding board in the Chairperson; and

    (3)    provides an independent spokesperson for the Company.
27 COLONY CAPITAL, INC. 2021 PROXY STATEMENT
PROPOSAL NO. 1: Election of Directors

Our Compensation, Audit and Nominating and Corporate Governance Committees are currently comprised entirely of independent directors. The Board believes that having an independent Chairperson of the Board and independent Compensation, Audit and Governance Committees provides a structure for strong independent oversight of our management. Each committee chair presides over the chair’s committee meetings and reviews and approves meeting agendas, schedules and other information for the committee. We believe that the Board’s leadership structure, including its independent chair, majority of independent directors, and allocation of oversight responsibilities to appropriate committees, provides effective board-level risk oversight.
BOARD’S ROLE IN RISK OVERSIGHT
In February 2020, in light of the Company’s decision to become primarily focused on a single, digital strategy as 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, dissolved the Risk Committee effective at the 2020 annual stockholders meeting. The Board believes that, in consideration of the Company’s ongoing business simplification and digital transformation, it is appropriate for our Board, as a whole and through its standing committees, to oversee and monitor our risk management processes.
As part of the dissolution of the Risk Committee, the Board determined to allocate risk matters to its standing committees to ensure appropriate focus and oversight, as set forth below. Our Board committees meet regularly to discuss these areas of risk and report back to the Board.
AUDIT COMMITTEECOMPENSATION COMMITTEENOMINATING & CORPORATE GOVERNANCE COMMITTEE
AREAS OF RISKFinancial, Operational, Cybersecurity/Technology, Digital Continuity Plans, Insurance, Foreign Corrupt Practices Act, FX Exposure/Counterparty RiskCompensation related risks, ESG oversight, HR MattersSuccession Planning, Board Refreshment and Onboarding

In connection with its oversight of risk to our business, our Board and 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 Board and its committees also engage in regular discussions regarding risk management with our independent and internal auditors. The Board routinely meets with our Chief Executive Officer and President, Chief Financial Officer, Chief Legal Officer and Chief Accounting Officer, and other members of management as appropriate in the Board’s consideration of matters submitted for Board approval and risks associated with such matters.
The Board and its committees hear reports from the members of management responsible for the matters considered to enable the Board and each committee to understand and discuss risk identification and risk management. The chair of each of the Board’s standing committees reports on the discussion to the full Board at the next Board meeting. All directors have access to members of management in the event a director wishes to follow up on items discussed during the Board meeting.
For further information regarding the roles performed by each of our committees, including in connection with risk oversight, see “Proposal No. 1 - Information about our Board of Directors and its Committees.” 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.
MAJORITY VOTING STANDARD FOR ELECTION OF DIRECTORS
Our Bylaws provide that, in any uncontested election of directors, a director nominee will be elected by a majority of all of the votes cast for and against such nominee at a meeting of stockholders duly called and at which a quorum is present. If in any uncontested election of directors an incumbent director does not receive a majority of the votes cast by stockholders entitled to vote with respect to the election of that director, our corporate governance guidelines require such director to tender his or her resignation within three days after certification of the results. To the extent that one or more directors’ resignations are accepted by the Board, the Nominating and Corporate Governance Committee will recommend to the Board whether to fill such vacancy or vacancies or to reduce the size of the Board.
28 COLONY CAPITAL, INC. 2021 PROXY STATEMENT
PROPOSAL NO. 1: Election of Directors
DIRECTORS OFFER OF RESIGNATION POLICY
Our Corporate Governance Guidelines provide that, whenever a member of our Board accepts a position with a company that is competitive to the Company’s business or violates our Code of Ethics, Corporate Governance Guidelines or any other Company policy applicable to members of our Board, such Board member must offer his or her resignation to the Nominating and Corporate Governance Committee for its consideration. Such Board member is expected to act in accordance with the Nominating and Corporate Governance Committee’s recommendation in this regard.
EXECUTIVE SESSIONS OF NON-MANAGEMENT DIRECTORS
Pursuant to our Corporate Governance Guidelines and the NYSE listing standards, in order to promote open discussion among non-management directors, our Board of Directors devotes a portion of each regularly scheduled Board and committee meeting to executive sessions without management participation. In addition, our corporate governance guidelines provide that if the group of non-management directors includes directors who are not independent, as defined in the NYSE’s listing standards, at least one such executive session convened per year shall include only independent directors. Our Lead Independent Director, who effective April 1, 2021, will become Chairperson of the Board, presides and will continue to preside at these sessions.
DIRECTOR NOMINATION PROCEDURES
Our goal is to ensure that our Board of Directors consists of a diversified group of qualified individuals that function effectively as a group. While it is expected that qualifications and credentials for consideration as a director nominee may vary according to the particular areas of expertise being sought as a complement to the existing composition of the Board of Directors, our Nominating and Corporate Governance Committee charter provides that candidates for director must have the highest personal and professional integrity, a demonstrated exceptional ability and judgment and an ability to be most effective, in conjunction with the other nominees to the Board, in collectively serving the long-term interests of the Company and its stockholders.
In addition to the aforementioned qualifications, the Nominating and Corporate Governance Committee shall assess the nominee’s independence and may consider, among other things, the following, all in the context of an assessment of the perceived needs of the Board at that time:
•diversity, age, background, skill and experience;
•personal qualities, high ethical standards and characteristics, accomplishments, and reputation in the business community;
•knowledge and contacts in the communities in which the Company conducts business and in the Company’s industry or other industries relevant to the Company’s business;
•ability and willingness to devote sufficient time to serve on the Board and committees of the Board;
•knowledge and expertise in various areas deemed appropriate by the Board; and
•fit of the individual’s skills, experience, and personality with those of other directors in maintaining an effective, collegial, and responsive Board.
The Nominating and Corporate Governance Committee will seek to identify director candidates based on input provided by a number of sources, including (a) Nominating and Corporate Governance Committee members, (b) other members of the Board of Directors and (c) stockholders of the Company. The Nominating and Corporate Governance Committee also has the sole authority to consult with or retain advisors or search firms as it deems necessary or appropriate in its sole discretion, including any search firm to assist in the identification of qualified director candidates.
In 2020, as part of our continuing Board refreshment efforts and Spencer Stuart’s analysis of our Board governance and other matters, we also engaged Spencer Stuart as a third party executive search firm to assist the Nominating and Corporate Governance Committee in identifying, screening and assessing potential director candidates with digital experience.
Pursuant to our Bylaws, written notice by stockholders of qualifying nominations for election to our Board at the 2021 Annual Meeting must have been received by December 2, 2020. We did not receive any such nominations and no other nominations for election to our Board may be made by stockholders at the 2021 Annual Meeting.
29 COLONY CAPITAL, INC. 2021 PROXY STATEMENT
PROPOSAL NO. 1: Election of Directors
COMMUNICATIONS WITH THE BOARD
Our Board has established a process to receive communications from interested parties, including stockholders. Interested parties may contact the Lead Independent Director, who, effective April 1, 2021, will become Chairperson of the Board, at the following address: “Lead Director” c/o Secretary, Colony Capital, Inc., 750 Park of Commerce Drive, Suite 210, Boca Raton, FL 33487, or by email at leaddirector@clny.com. The Chairperson of the Board will decide what action should be taken with respect to the communication, including whether such communication should be reported to the Board of Directors.
POLICY FOR REVIEW OF RELATED PERSON TRANSACTIONS
Our Board of Directors has adopted a written Related Party Transaction Policy in order to ensure that related party transactions are properly reviewed and fully disclosed in accordance with the rules and regulations of the SEC and NYSE. All related party transactions, including transactions between us and any executive officer, director, director nominee or more than 5% stockholder of the Company, or any of their immediate family members, where the amount involved exceeds $120,000 and in which such related person has a direct or indirect material interest, must be approved or ratified by either our Audit Committee or a majority of the disinterested members of our Board of Directors. For purposes of the policy, a related party transaction does not include any co-investments made by and between the Company (or its subsidiaries) and one or more investment vehicles formed, sponsored and managed by the Company or its subsidiaries, regardless of when such co-investment is made, or any transactions related to any such co-investment. As a general rule, all related party transactions should be on terms reasonably comparable to those that could be obtained by the Company in arm’s length dealings with an unrelated third party; however, in such cases where it may be impractical or unnecessary to make such a comparison, the Audit Committee or a majority of the disinterested members of the Board may approve any such transaction at their discretion in accordance with the Related Party Transaction Policy.
In preparation of the Company’s proxy statement, each director and executive officer completes a director and officer questionnaire, which requires disclosure of any transactions with us in which the director or executive officer or any member of his or her immediate family, has an interest. 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.
See “Certain Relationships and Related Transactions” on page 76 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 put options involving the Company’s securities and other derivative securities, (2) engagement in short sales of the Company’s securities, (3) holding the Company’s securities in a margin account, and (4) pledging the Company’s stock to secure margin or other loans, except as otherwise approved by our Board.


30 COLONY CAPITAL, INC. 2021 PROXY STATEMENT
PROPOSAL NO. 1: Election of Directors
INFORMATION ABOUT OUR BOARD OF DIRECTORS AND ITS COMMITTEES
During the year ended December 31, 2020, our Board met on 27 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. All of the directors on our Board in May 2020 attended the 2020 annual meeting of stockholders.
Our Board has established an Audit Committee, a Compensation Committee and a Nominating and Corporate Governance Committee. Each of these standing committees has adopted a committee charter, which is available on our website at www.clny.com under the heading “Shareholders—Corporate Governance” or by writing to Investor Relations, Colony Capital, Inc., 750 Park of Commerce Drive, Suite 210, Boca Raton, FL 33487 to request a copy, without charge.
In addition to our standing committees, the Board of Directors formed a Demand Review Committee to evaluate demand letters received in 2019 and 2020 from purported stockholders of the Company regarding certain allegations made against certain of the Company’s current and former executive officers and directors, which were substantially similar to those alleged in certain class action lawsuits filed against the Company in 2018 and 2020, respectively. In 2020, in connection with the dismissal of the 2018 class action lawsuits, the Demand Review Committee formed in 2019 was dissolved. In connection with the recent dismissal of the 2020 class action lawsuits, we expect that the Demand Review Committee formed in 2020 will be dissolved this year.
Each committee of our Board is composed exclusively of independent directors, as defined by the listing standards of the NYSE. Moreover, the Compensation Committee is composed exclusively of individuals referred to as “non-employee directors” in Rule 16b-3 of the Exchange Act, and “outside directors” in Section 162(m) of the Internal Revenue Code of 1986, as amended (the “Code”).
2021 Board Committee Rotation
In connection with our Board’s dedication to Board refreshment and our company’s digital transformation, the Nominating and Corporate Governance Committee conducted an extensive evaluation of the skills, qualifications and diversity of our director nominees for the 2021 Annual Meeting. Following this evaluation, upon the Nominating and Corporate Governance Committee’s recommendation, the Board has approved a rotation of its committee chairpersons and memberships to take effect on May 3, 2021.
The below charts summarize our current Board committee memberships and the Board committee memberships effective May 3, 2021.
CURRENT CLNY COMMITTEE MEMBERSHIPS
AUDIT
COMMITTEE		COMPENSATION
COMMITTEE		NOMINATING AND CORPORATE
GOVERNANCE COMMITTEE
DEMAND REVIEW COMMITTEE(1)
INDEPENDENT DIRECTOR
J. Braxton Carter(2)
———— 
Nancy A. Curtin(3)
— — — — 
Jeannie H. Diefenderfer
M(4)
M(4)
— M
Jon A. FosheimM, E— C— 
Craig M. Hatkoff— 
M(4)
M(5)
M
Gregory J. McCray (6)
— — — — 
Raymond C. Mikulich
M(4)
M— — 
George G. C. ParkerC, EM— — 
Dale Anne ReissM, E— M— 
John L. Steffens—CM—
NUMBER OF MEETINGS HELD IN 2020713111 
CCommittee ChairMCommittee MemberEAudit Committee Financial Expert
         (1) Formed on August 5, 2020, and expected to be dissolved in 2021.
         (2) Joined our Board effective March 2, 2021.
         (3) Ms. Curtin will become our independent, non-executive Chairperson of our Board effective April 1, 2021 (having previously served as Lead Independent Director).
         (4) Effective as of June 18, 2020.
         (5) Effective as of February 19, 2020.
         (6) Joined our Board effective January 1, 2021.
31 COLONY CAPITAL, INC. 2021 PROXY STATEMENT
PROPOSAL NO. 1: Election of Directors

CLNY COMMITTEE MEMBERSHIPS EFFECTIVE MAY 3, 2021
AUDIT
COMMITTEE		COMPENSATION
COMMITTEE		NOMINATING AND CORPORATE
GOVERNANCE COMMITTEE
DEMAND REVIEW COMMITTEE(1)
INDEPENDENT DIRECTOR
J. Braxton CarterC, EM—— 
Nancy A. Curtin(2)
— — — — 
Jeannie H. DiefenderferM— MM
Jon A. FosheimM, EC— — 
Gregory J. McCray— MM— 
Sháka Rasheed(3)
— — — — 
Dale Anne ReissM, E— C— 
John L. Steffens—MM—

GRAPHICPROPOSAL NO. 1: ELECTION OF DIRECTORS Corporate Governance Corporate Governance Guidelines and Codes of Ethics We are committed to good corporate governance practices and, as such, we have adopted our Corporate Governance Guidelines, Code of Business Conduct and Ethics, and Code of Ethics for Principal Executive Offcer and Senior Financial Offcers discussed below to enhance our effectiveness. These guidelines and codes are available on our website at www.digitalbridge.com under the heading “Shareholders—Corporate Governance.” You can also receive a copy of our Corporate Governance Guidelines and Code of Business Conduct and Ethics, without charge, by writing to: Investor Relations DigitalBridge Group, Inc. 750 Park of Commerce Drive Suite 210 Boca Raton, FL 33487. Our Corporate Governance Guidelines are designed to assist our Board in monitoring the effectiveness of decision-making at the Board and management level and ensuring adherence to good corporate governance principles, all with a goal of enhancing stockholder value over the long term. Our Corporate Governance Guidelines govern, among other things, Board member qualifcations, 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, offcers and directors. We strive to maintain high standards of ethical business practices and compliance with all laws and regulations applicable to our business, including those relating to doing business outside the United States. Specifcally, among other things, our Code of Business Conduct and Ethics prohibits employees from providing gifts, favors or anything of value to government offcials or employees or members of their families without prior written approval from the Company’s Deputy General Counsel—Corporate. We have also adopted a Code of Ethics for Principal Executive Offcer and Senior Financial Offcers, which applies to our Chief Executive Offcer, Chief Financial Offcer and all other senior fnancial offcers of our company. We will disclose any amendments or waivers from the Code of Ethics for Principal Executive Offcer and Senior Financial Offcers and Code of Business Conduct and Ethics on our website. Director Independence Of our 9 directors being nominated for election by our Board, our Board affrmatively determined that each of the following eight director nominees is independent under the NYSE listing standards: In determining director independence, our Board considered whether or not each director or nominee has a direct or indirect material relationship with the Company and has otherwise complied with the requirements for independence under the applicable NYSE rules. Marc C. Ganzi is not independent, as Mr. Ganzi is our Chief Executive Offcer. ! Nancy A. Curtin ! Jon A. Fosheim ! Sháka Rasheed ! David M. Tolley ! James Keith Brown ! Jeannie H. Diefenderfer ! Gregory J. McCray ! Dale Anne Reiss 20 | DIGITALBRIDGE 2023 PROXY STATEMENT Toppan Merrill - DigitalBridge [fka Colony Capital_ Inc.] PRE 14A [iXBRL Proxy] ED [AUX] | 105969 | 27-Mar-23 23:28 | 23-2053-3.da | Sequence: 12 CHKSUM Content: 45177 Layout: 12648 Graphics: 0 CLEAN JOB: 23-2053-3 CYCLE#;BL#: 8; 0 TRIM: 8.25" x 10.75" AS: New York: 212-620-5600 COLORS: DB dark green, DB lgt gray, ~note-color 2, DB med blue, DB dark blue, Black, DB med gray GRAPHICS: none V1.5

GRAPHICPROPOSAL NO. 1: ELECTION OF DIRECTORS Board Leadership Structure Our Board has appointed Ms. Curtin as our independent, non-executive Chairperson of the Board. As Chairperson of the Board, Ms. Curtin: ! presides over all meetings of the Board (including executive sessions of the independent directors) and stockholders, ! reviews and approves meeting agendas, meeting schedules and other information, ! acts as a liaison between (1) the outside directors and management, including the Chief Executive Offcer, (2) among independent directors, and (3) between interested third parties and the Board, ! serves as the focal point of communication to the Board regarding management plans and initiatives, ! ensures that the role between Board oversight and management operations is respected, ! consults on stockholder engagement and governance matters, and ! performs such other duties as the Board requires from time to time. Our Chief Executive Offcer, Mr. Ganzi, is responsible for working with the Board in setting the Company’s strategic direction and day-to-day leadership and performance. Mr. Ganzi has substantial experience, knowledge and relationships in the digital industry and our Board believes that having the Chairperson role as a separate position allows Mr. Ganzi to focus on continued execution of the Company’s business plan, which will best serve the interests of the Company. In addition, the Board believes that having an independent Chairperson: (1) increases the independent oversight of the Company and enhances the Board’s objective evaluation of our Chief Executive Offcer, (2) provides our Chief Executive Offcer with an experienced sounding board in the Chairperson, and (3) provides an independent spokesperson for the Company. Our Compensation, Audit and Nominating and Corporate Governance Committees are currently comprised entirely of independent directors. The Board believes that having an independent Chairperson of the Board and independent Compensation, Audit and Governance Committees provides a structure for strong independent oversight of our management. Each committee chair presides over the chair’s committee meetings and reviews and approves meeting agendas, schedules and other information for the committee. We believe that the Board’s leadership structure, including its independent chair, majority of independent directors, and allocation of oversight responsibilities to appropriate committees, provides effective board-level risk oversight. If in the future the Board, after considering facts and circumstances at that time, appoints the Chief Executive Offcer as Chairperson of the Board, we will promptly publicly disclose the appointment. Under our Corporate Governance Guidelines, if the Chairperson is not an independent director, the independent members of the Board shall elect an independent director to serve as Lead Director, and the Board will develop duties and obligations for the Lead Director. We would expect any appointed Lead Director to generally assume the duties and responsibilities of our independent Chairperson described above. DIGITALBRIDGE 2023 PROXY STATEMENT | 21 Toppan Merrill - DigitalBridge [fka Colony Capital_ Inc.] PRE 14A [iXBRL Proxy] ED [AUX] | 105969 | 27-Mar-23 23:28 | 23-2053-3.da | Sequence: 13 CHKSUM Content: 59885 Layout: 62579 Graphics: 0 CLEAN JOB: 23-2053-3 CYCLE#;BL#: 8; 0 TRIM: 8.25" x 10.75" AS: New York: 212-620-5600 COLORS: DB dark green, ~note-color 2, DB med blue, DB dark blue, Black, DB med gray GRAPHICS: none V1.5

GRAPHICPROPOSAL NO. 1: ELECTION OF DIRECTORS Board’s Role in Risk Oversight The Board is responsible for overseeing and monitoring our risk management processes. The Board is assisted in its oversight responsibilities by the standing Board committees, which have assigned areas of oversight responsibility for various matters as described in the Board committee charters and as provided in NYSE rules. A summary of the risk oversight responsibilities allocated to the standing committees is set forth below. The Board or the responsible committee considers short-term, medium-term and long-term risks in exercising their oversight responsibilities and considers the immediacy and magnitude of the potential impact of a particular risk in assessing mitigation strategies. Our Board committees meet regularly to discuss these areas of risk and report back to the Board. In connection with its oversight of risk to our business, our Board and its committees consider feedback from our Chief Financial Offcer, Internal Auditor and other members of management concerning the Company’s operations and strategies and consider the attendant risks to our business. The Board and its committees also engage in regular discussions regarding risk management with our independent and internal auditors. The Board routinely meets with our Chief Executive Offcer and President, Chief Financial Offcer, Chief Legal Offcer and Chief Accounting Offcer, and other members of management as appropriate in the Board’s consideration of matters submitted for Board approval and risks associated with such matters. Additionally, the Board of Directors is also responsible for overseeing our cybersecurity risks. Our head of information technology provides annual cybersecurity updates to either our Board of Directors or the Audit Committee. 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 identifcation and risk management. All directors have access to members of management in the event a director wishes to follow up on items discussed during the Board meeting. The Board and its committees consult with outside advisors and experts on risk matters when necessary. The Board has also established a balance sheet oversight committee, composed of the Company’s Chief Financial Offcer, Chief Accounting Offcer, Chief Legal Offcer and Chief Risk Offcer (once appointed) to independently review and make recommendations to the Board concerning potential transactions that involve a potential confict or related party transaction or that are outside the strategic mandate of the Company set by the Board. 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.” Audit Committee Compensation Committee Nominating and Corporate Governance Committee AREAS OF RISK n Financial n Operational n Cybersecurity/ Technology n Digital Continuity Plans n Insurance n Foreign Corrupt Practices Act n FX Exposure/ Counterparty Risk n Compensation Related Risks n n n HR Matters n Succession Planning n Board Refreshment n Onboarding n ESG Oversight n Board Education/ Regulatory Developments $ n Board Review and Evaluations Engagement and Oversight of Independent Compensation Consultant Shareholder Engagement 22 | DIGITALBRIDGE 2023 PROXY STATEMENT Toppan Merrill - DigitalBridge [fka Colony Capital_ Inc.] PRE 14A [iXBRL Proxy] ED [AUX] | 105969 | 27-Mar-23 23:28 | 23-2053-3.da | Sequence: 14 CHKSUM Content: 23651 Layout: 28451 Graphics: 12022 CLEAN JOB: 23-2053-3 CYCLE#;BL#: 8; 0 TRIM: 8.25" x 10.75" AS: New York: 212-620-5600 COLORS: DB dark green, Yellow, Magenta, Cyan, ~note-color 2, DB med blue, DB dark blue, Black, DB med gray GRAPHICS: 2053-3_tabl_leadership-4c.eps V1.5

GRAPHICPROPOSAL NO. 1: ELECTION OF DIRECTORS Majority Voting Standard for Election of Directors Our bylaws provide that, in any uncontested election of directors, a director nominee will be elected by a majority of all of the votes cast at a meeting of stockholders duly called and at which a quorum is present. If in any uncontested election of directors an incumbent director does not receive a majority of the votes cast by stockholders entitled to vote with respect to the election of that director, our Corporate Governance Guidelines require such director to tender his or her resignation within three days after certifcation 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 fll such vacancy or vacancies or to reduce the size of the Board. Directors Offer of Resignation Policy Our Corporate Governance Guidelines provide that, whenever a member of our Board accepts a position with a company that is competitive to the Company’s business or violates our Code of Business Conduct and Ethics, Corporate Governance Guidelines or any other Company policy applicable to members of our Board, such Board member must offer his or her resignation to the Nominating and Corporate Governance Committee for its consideration. Such Board member is expected to act in accordance with the Nominating and Corporate Governance Committee’s recommendation in this regard. Executive Sessions of Non-Management Directors Pursuant to our Corporate Governance Guidelines and the NYSE listing standards, in order to promote open discussion among non-management directors, our Board of Directors devotes a portion of each regularly scheduled Board and committee meeting to executive sessions without management participation. In addition, our Corporate Governance Guidelines provide that if the group of non-management directors includes directors who are not independent, as defned in the NYSE’s listing standards, at least one such executive session convened per year shall include only independent directors. Our Chairperson of the Board presides and will continue to preside at these sessions. Director Nomination Procedures Our goal is to ensure that our Board of Directors consists of a diversifed group of qualifed individuals that function effectively as a group. While it is expected that qualifcations and credentials for consideration as a director nominee may vary according to the particular areas of expertise being sought as a complement to the existing composition of the Board of Directors, our Nominating and Corporate Governance Committee charter provides that candidates for director must have the highest personal and professional integrity, a demonstrated exceptional ability and judgment and an ability to be most effective, in conjunction with the other nominees to the Board, in collectively serving the long-term interests of the Company and its stockholders. In addition to the aforementioned qualifcations, 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 suffcient time to serve on the Board and committees of the Board; DIGITALBRIDGE 2023 PROXY STATEMENT | 23 Toppan Merrill - DigitalBridge [fka Colony Capital_ Inc.] PRE 14A [iXBRL Proxy] ED [AUX] | 105969 | 27-Mar-23 23:28 | 23-2053-3.da | Sequence: 15 CHKSUM Content: 37436 Layout: 9830 Graphics: 0 CLEAN JOB: 23-2053-3 CYCLE#;BL#: 8; 0 TRIM: 8.25" x 10.75" AS: New York: 212-620-5600 COLORS: DB dark green, ~note-color 2, DB med blue, DB dark blue, Black, DB med gray GRAPHICS: none V1.5

GRAPHICPROPOSAL NO. 1: ELECTION OF DIRECTORS ! knowledge and expertise in various areas deemed appropriate by the Board; and ! ft of the individual’s skills, experience, and personality with those of other directors in maintaining an effective, collegial, and responsive Board. The Nominating and Corporate Governance Committee will seek to identify director candidates based on input provided by a number of sources, including (a) Nominating and Corporate Governance Committee members, (b) other members of the Board of Directors and (c) stockholders of the Company. The Nominating and Corporate Governance Committee also has the sole authority to consult with or retain advisors or search frms as it deems necessary or appropriate in its sole discretion, including any search frm to assist in the identifcation of qualifed director candidates. In 2022, as part of our continuing Board refreshment efforts, we engaged Spencer Stuart as a third party executive search frm to assist the Nominating and Corporate Governance Committee in identifying, screening and assessing two potential director candidates. All candidates submitted by stockholders will be evaluated in the same manner as all other director candidates, provided that the advance notice and other requirements set forth in our bylaws have been followed. Pursuant to our Bylaws, written notice by stockholders of qualifying nominations for election to our Board at the 2023 Annual Meeting must have been received by December 2, 2022. We did not receive any such nominations and no other nominations for election to our Board may be made by stockholders at the 2023 Annual Meeting. Communications with the Board Our Board has established a process to receive communications from interested parties, including stockholders. Interested parties may contact the Chairperson of the Board, at the following address: “Chairperson” c/o Secretary DigitalBridge Group, Inc. 750 Park of Commerce Drive Suite 210 Boca Raton, FL 33487 or by email at chairperson@digitalbridge.com. The Chairperson of the Board will decide what action should be taken with respect to the communication, including whether such communication should be reported to the Board of Directors. Anti-Hedging/Pledging Policy Our insider trading policy applicable to all employees of the Company, including all of our offcers and members of our Board, among others, strictly prohibits at all times: (1) trading in call or put options involving the Company’s securities and other derivative securities, (2) engagement in short sales of the Company’s securities, (3) holding the Company’s securities in a margin account, and (4) pledging the Company’s stock to secure margin or other loans, except as otherwise approved by our Board. 24 | DIGITALBRIDGE 2023 PROXY STATEMENT Toppan Merrill - DigitalBridge [fka Colony Capital_ Inc.] PRE 14A [iXBRL Proxy] ED [AUX] | 105969 | 27-Mar-23 23:28 | 23-2053-3.da | Sequence: 16 CHKSUM Content: 54519 Layout: 9867 Graphics: 0 CLEAN JOB: 23-2053-3 CYCLE#;BL#: 8; 0 TRIM: 8.25" x 10.75" AS: New York: 212-620-5600 COLORS: DB dark green, ~note-color 2, DB med blue, DB dark blue, Black, DB med gray GRAPHICS: none V1.5

GRAPHICPROPOSAL NO. 1: ELECTION OF DIRECTORS Information about Our Board of Directors and Its Committees During the year ended December 31, 2022, our Board met on 12 occasions. Each director then serving attended at least 75% of the aggregate number of meetings of our Board and of all committees on which he or she served during his or her period of service. All directors are expected to attend the annual meeting of stockholders as provided in our Corporate Governance Guidelines. All of the directors on our Board in May 2022 attended the 2022 Annual Meeting of Stockholders. Our Board has established an Audit Committee, a Compensation Committee and a Nominating and Corporate Governance Committee. Each of these standing committees has adopted a committee charter, which is available on our website at www.digitalbridge.com under the heading “Shareholders—Corporate Governance” or by writing to: Investor Relations DigitalBridge Group, Inc. 750 Park of Commerce Drive Suite 210 Boca Raton, FL 33487 to request a copy, without charge. In addition, the Board had three additional committees in 2022. In 2021, the Board formed a special committee to oversee special counsel in its engagement relating to the allegations against Thomas J. Barrack, Jr. (the “Special Investigation Committee”). The term of the Special Investigation Committee expired in 2022, and Mr. Barrack was acquitted in November 2022. The members of the special committee were Ms. Diefenderfer (Chairperson) and Messrs. McCray and Rasheed. The Board also formed two separate independent transaction committees in March 2022 to evaluate and negotiate potential transactions involving conficts of interest with senior management. The frst committee was composed of Mses. Curtin (Chairperson) and Diefenderfer and Messrs. Carter, Fosheim, McCray, Rasheed and Steffens and was dissolved following a decision not to pursue a transaction (the “Dynasty Committee”). The second committee, composed of Messrs. Carter (Chairperson), Fosheim and Rasheed and Mses. Curtin, Diefenderfer and Reiss continues to oversee the Company’s interest in the ongoing DataBank recapitalization (the “Catapult Committee”). Each committee of our Board is composed exclusively of independent directors, as defned 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. 2022 Board Committee Rotation In connection with our Board’s dedication to Board refreshment and our company’s digital transformation, the Nominating and Corporate Governance Committee conducted an extensive evaluation of the skills, qualifcations and diversity of our director nominees for the 2023 Annual Meeting. Following this evaluation, upon the Nominating and Corporate Governance Committee’s recommendation, the Board approved the continuation of the current committee composition and chairpersons. DIGITALBRIDGE 2023 PROXY STATEMENT | 25 Toppan Merrill - DigitalBridge [fka Colony Capital_ Inc.] PRE 14A [iXBRL Proxy] ED [AUX] | 105969 | 27-Mar-23 23:28 | 23-2053-3.da | Sequence: 17 CHKSUM Content: 8144 Layout: 24423 Graphics: 0 CLEAN JOB: 23-2053-3 CYCLE#;BL#: 8; 0 TRIM: 8.25" x 10.75" AS: New York: 212-620-5600 COLORS: DB dark green, ~note-color 2, DB med blue, DB dark blue, Black, DB med gray GRAPHICS: none V1.5

GRAPHIC
CPROPOSAL NO. 1: ELECTION OF DIRECTORS The below chart summarizes our current Board committee memberships. We anticipate that Mr. Tolley will serve as Chair of the Audit Committee and Mr. Brown will join the Audit Committee and Compensation Committee following the 2023 Annual Meeting. Nominating & Name Audit Compensation Corporate Governance J. Braxton Carter(1) Nancy A. Curtin(2) Jeannie H. Diefenderfer Jon A. Fosheim Gregory J. McCray Sháka Rasheed Dale Anne Reiss David M. Tolley Committee ChairMCommittee MemberEAudit Committee Financial Expert (1) Mr. Carter is not a nominee for director at the 2023 Annual Meeting. (2) Ms. Curtin serves as our independent, non-executive Chairperson of our Board. Audit Committee Our Board has determined that all fve members of the Audit Committee are independent and fnancially literate under the rules of the NYSE. In addition, our Board has determined that current Audit Committee members, J. Braxton Carter, Jon A. Fosheim, Dale Anne Reiss and David M. Tolley are “audit committee fnancial experts,” as that term is defned by the SEC. The Audit Committee is responsible for the oversight of, among other things, our accounting and fnancial reporting processes, the integrity of our consolidated fnancial statements and fnancial reporting process, our systems of disclosure controls and procedures and internal control over fnancial reporting, the enterprise-wide risk management policies of our operations, our compliance with fnancial, legal and regulatory requirements and our ethics program, the evaluation of the qualifcations, independence and performance of our independent registered public accounting frm, and the performance of our internal audit function. In addition, the Audit Committee has established and maintains procedures for the receipt of complaints and submissions of concerns regarding accounting and auditing matters. The Audit Committee met seven times in 2022. 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 qualifed candidates for election as directors and recommending nominees for election as directors at the annual meeting of stockholders. It also implements and monitors our ESG program, our board education program and our Corporate Governance Guidelines. It reviews and makes recommendations on matters involving the general operation of our Board and our corporate governance and annually recommends to our Board nominees for each committee of our Board. In addition, the Nominating and Corporate Governance Committee annually facilitates the assessment of our Board’s performance as a whole and of the individual directors and reports thereon to our Board. The Nominating and Corporate Governance Committee met four times in 2022. FE FE FE FE FE 26 | DIGITALBRIDGE 2023 PROXY STATEMENT Toppan Merrill - DigitalBridge [fka Colony Capital_ Inc.] PRE 14A [iXBRL Proxy] ED [AUX] | 105969 | 27-Mar-23 23:28 | 23-2053-3.da | Sequence: 18 CHKSUM Content: 54619 Layout: 49601 Graphics: 5532 CLEAN JOB: 23-2053-3 CYCLE#;BL#: 8; 0 TRIM: 8.25" x 10.75" AS: New York: 212-620-5600 COLORS: DB dark green, Yellow, Magenta, Cyan, ~note-color 2, DB med blue, DB dark blue, Black, DB med gray GRAPHICS: committee_chair_k_icon.eps, committee_mem_k_icon.eps, 2053-3_icon_FE_4c.eps, committee_mem_k_icon.eps, 2053-3_icon_FE_4c.eps, committee_mem_k_icon.eps, committee_mem V1.5
(1) Formed on August 5, 2020, and expected to be dissolved in 2021.
         (2) Ms. Curtin will become our independent, non-executive Chairperson of our Board effective April 1, 2021 (having previously served as Lead Independent Director).
         (3) Director nominee for the 2021 Annual Meeting.
AUDIT COMMITTEE
Our Board has determined that all five members of the Audit Committee and prospective Audit Committee member and chairperson-elect, J. Braxton Carter, are independent and financially literate under the rules of the NYSE. In addition, our Board has determined that current Audit Committee members, George G. C. Parker (Chairman), Jon A. Fosheim, Raymond C. Mikulich, and Dale Anne Reiss, as well as prospective Audit Committee member and chairperson-elect, Mr. Carter, are “audit committee financial experts,” as that term is defined by the SEC. The Audit Committee is responsible for the oversight of, among other things, our accounting and financial reporting processes, the integrity of our consolidated financial statements and financial reporting process, our systems of disclosure controls and procedures and internal control over financial reporting, the enterprise-wide risk management policies of our operations, our compliance with financial, legal and regulatory requirements and our ethics program, the evaluation of the qualifications, independence and performance of our independent registered public accounting firm, and the performance of our internal audit function. In addition, the Audit Committee has established and maintains procedures for the receipt of complaints and submissions of concerns regarding accounting and auditing matters. The Audit Committee 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.
COMPENSATION COMMITTEE
Our Board has determined that all members of the Compensation Committee are independent under the rules of the NYSE. The Compensation Committee is responsible for, among other things, reviewing and approving on an annual basis corporate goals and objectives relevant to our Chief Executive Officer’s compensation and evaluating our Chief Executive Officer’s performance in light of such goals and objectives, determining compensation for our executive officers, implementing and administering our equity compensation plans, preparing and submitting a report on executive compensation for inclusion in our proxy statement and/or annual report and reviewing, evaluating and recommending to the Board, if appropriate, changes to the compensation for directors. In addition, the Compensation Committee also ensures that compensation plans are designed with an appropriate balance of risk and reward in relation to the Company’s overall business strategy and do not encourage excessive or unnecessary risk-taking behavior.
The Compensation Committee may delegate its authority to members as it deems appropriate, and any actions taken by such members must be reported to the full Compensation Committee at its next regularly scheduled meeting. The Compensation Committee has the sole authority to retain and terminate such outside legal, accounting or other advisors to the Compensation
32 COLONY CAPITAL, INC. 2021 PROXY STATEMENT

GRAPHICPROPOSAL 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 Offcer’s compensation and evaluating our Chief Executive Offcer’s performance in light of such goals and objectives, determining compensation for our executive offcers, implementing and administering our equity compensation plans, preparing and submitting a report on executive compensation for inclusion in our proxy statement and/or annual report and reviewing, evaluating and recommending to the Board, if appropriate, changes to the compensation for directors. In addition, the Compensation Committee also ensures that compensation plans are designed with an appropriate balance of risk and reward in relation to the Company’s overall business strategy and do not encourage excessive or unnecessary risk-taking behavior. The Compensation Committee may delegate its authority to members as it deems appropriate, and any actions taken by such members must be reported to the full Compensation Committee at its next regularly scheduled meeting. The Compensation Committee has the sole authority to retain and terminate such outside legal, accounting or other advisors to the Compensation Committee as it deems necessary and advisable in its sole discretion, including compensation consultants. In selecting such advisors or consultants, the Compensation Committee considers the independence of such advisor or consultant, as determined by it in its business judgment, in accordance with the standards of the NYSE, any applicable rules and regulations of the SEC and other applicable laws relating to independence of advisors and consultants. The Compensation Committee will be directly responsible for the appointment, compensation, and oversight of the work of any compensation consultant or other advisor retained by the Compensation Committee. The Compensation Committee met 12 times in 2022. The Compensation Committee Report is included later within this Proxy Statement. Compensation Committee Interlocks and Insider Participation There are no Compensation Committee interlocks or employee participation on the Compensation Committee. Director Compensation Determination of Compensation Awards The Compensation Committee has responsibility for making recommendations to our Board regarding non-employee director compensation. Our goal is the creation of a reasonable and balanced Board compensation program that aligns the interests of our Board with those of our stockholders. We use a combination of cash and stock-based compensation to attract and retain highly-qualifed candidates to serve on our Board. In setting director compensation, we consider: ! the signifcant amount of time that directors expend in fulflling 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 2022, the Compensation Committee engaged an independent compensation consultant, Semler Brossy Consulting Group (“Semler Brossy”), to assist in its review of competitive practice data regarding non-employee director compensation and to advise the Compensation Committee in connection with making recommendations to our Board with respect to the amount and form of such compensation. In addition, Semler Brossy provided services in 2022 relating to executive compensation matters for the Company’s executive offcers as discussed in “Compensation Discussion and Analysis” in this Proxy Statement. DIGITALBRIDGE 2023 PROXY STATEMENT | 27 Toppan Merrill - DigitalBridge [fka Colony Capital_ Inc.] PRE 14A [iXBRL Proxy] ED [AUX] | 105969 | 27-Mar-23 23:28 | 23-2053-3.da | Sequence: 19 CHKSUM Content: 34216 Layout: 8924 Graphics: 0 CLEAN JOB: 23-2053-3 CYCLE#;BL#: 8; 0 TRIM: 8.25" x 10.75" AS: New York: 212-620-5600 COLORS: DB dark green, ~note-color 2, DB med blue, DB dark blue, Black, DB med gray GRAPHICS: none V1.5
PROPOSAL NO. 1: Election of Directors
Committee as it deems necessary and advisable in its sole discretion, including compensation consultants. In selecting such advisors or consultants, the Compensation Committee considers the independence of such advisor or consultant, as determined by it in its business judgment, in accordance with the standards of the NYSE, any applicable rules and regulations of the SEC and other applicable laws relating to independence of advisors and consultants. The Compensation Committee will be directly responsible for the appointment, compensation, and oversight of the work of any compensation consultant or other advisor retained by the Compensation Committee.
The Compensation Committee 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.
PRIOR BOARD COMMITTEES
Prior to our 2020 annual meeting of stockholders, our Board had formed (1) a Corporate Communications Committee to monitor and review with management certain public press and media attention regarding the Company, and (2) a Credit Transaction Committee to review, evaluate and make recommendations to the Board regarding a potential transaction for the Company’s credit business. Based on the Nominating and Corporate Governance Committee’s recommendation, the Board dissolved the Corporate Communications Committee and the Credit Transaction Committee on May 5, 2020 in order to limit the number of ad hoc Board committees consistent with Spencer Stuart’s recommendations. Following the dissolution of such committees, any matters previously under such committee’s respective purview will be addressed as appropriate by the full Board.
In addition, in February 2020, in light of the Company’s decision to become primarily focused on a single, digital strategy as 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, dissolved the Risk Committee effective on May 5, 2020. The Board believes that, in consideration of the Company’s ongoing business simplification and digital transformation, it is appropriate for our Board, as a whole and through its standing committees, to oversee and monitor our risk management processes. See “Board’s Role in Risk Oversight” above.

33 COLONY CAPITAL, INC. 2021 PROXY STATEMENT

GRAPHIC
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 in 2020 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 2020, our non-employee directors’ fees were as follows:
PROPOSAL NO. 1: ELECTION OF DIRECTORS 28 | DIGITALBRIDGE 2023 PROXY STATEMENT Following the Compensation Committee’s comprehensive review of competitive practice data and in consideration of advice provided by Semler Brossy, the Compensation Committee recommended to our Board, and our Board approved, the non-employee director compensation program described below for 2022. Non-Employee Directors During 2022, our non-employee directors’ fees were as follows: Annual Cash Retainers
Annual Stock Award Non-Employee Directors’ Fees ($) ($) Cash Retainer$100,000
Additional cash retainer for Lead Independent Director(1)
$75,000 
Chairperson(1) 125,000 Additional cash retainer for Committee Chairpersons:
! Audit Committee$25,000
! Compensation Committee$15,000 
20,000 ! Nominating & Corporate Governance Committee$15,000 
Risk Committee(2)
$15,000 
20,000 Additional cash retainer for Committee Members (other than Chairperson):
! Audit Committee$12,500 
15,000 ! Compensation Committee$7,500 
10,000 ! Nominating & Corporate Governance Committee$7,500 
Risk Committee(2)
$7,500 
Annual Stock Award
10,000 Granted promptly following annual re-election, subject to one-year vesting condition(3)
condition(2) 175,000 (1) The Chairperson attends regularly scheduled committee meetings without any additional compensation for such participation at the committee meetings for which he or she is not a member. (2) To be granted two business days following such director’s re-election to the Board in the form of restricted shares of Class A common stock, which will vest in full on the one-year anniversary of the date of grant, subject to the director’s continued service on the Board. In addition, promptly following initial appointment or election to our Board, a pro rata portion (based on the period from such director’s initial appointment to the frst anniversary of the Company’s most recent annual stockholder meeting) of the Annual Stock Award is granted, subject to vesting on the frst anniversary of the Company’s most recent annual stockholder meeting. The annual retainers are paid quarterly in arrears in cash. In addition, beginning in 2023, directors will receive a per meeting fee of $2,500 for any Board meeting(s) attended once the number of Board meetings exceeds 8 for the fscal year and $1,500 for any Audit Committee, Compensation Committee or Nominating & Corporate Governance Committee meeting(s) attended once the number of meetings of such committee exceeds 8 for the fscal year. The additional meeting fees are payable quarterly following the end of the previous quarter. The Company also reimburses each of the directors for their travel expenses incurred in connection with their attendance at Board and committee meetings. In 2022, (i) members of the Dynasty Committee received six-month retainers of $100,000 ($150,000 for the chairperson), (ii) members of the Catapult Committee received six-month retainers of $50,000 ($75,000 for the chairperson), and (iii) members of each of the Catapult Committee, the Dynasty Committee and the Special Investigation Committee received $2,000 per meeting attended in person and $1,000 per meeting attended virtually. The compensation for these special committees of the Board was determined based on a number of factors, including the anticipated amount of time expected to be devoted to the committee matters and additional work such committee members, including the Chairperson of each committee, would be taking on in connection with such director’s participation on such committees. In 2022, The Board met 12 times, the Audit Committee met 7 times, the Compensation Committee met 12 times, the Nominating & Corporate Governance Committee met 7 times, the Dynasty Committee met 7 times, the Catapult Committee met 9 times and the Special Investigation Committee met 7 times. 28 | DIGITALBRIDGE 2023 PROXY STATEMENT Toppan Merrill - DigitalBridge [fka Colony Capital_ Inc.] PRE 14A [iXBRL Proxy] ED [AUX] | 105969 | 27-Mar-23 23:28 | 23-2053-3.da | Sequence: 20 CHKSUM Content: 42148 Layout: 61132 Graphics: 0 CLEAN JOB: 23-2053-3 CYCLE#;BL#: 8; 0 TRIM: 8.25" x 10.75" AS: New York: 212-620-5600 COLORS: DB dark green, ~note-color 2, DB med blue, DB dark blue, Black, DB med gray GRAPHICS: none V1.5
$160,000 
(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. Effective April 1, 2021, our Lead Independent Director will become our independent, non-executive Chairperson.
(2)    The Risk Committee was dissolved effective May 5, 2020.
(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.
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
34 COLONY CAPITAL, INC. 2021 PROXY STATEMENT

GRAPHICNon-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 2022 The following table provides information concerning the compensation of our non-employee directors for 2022: Fees Earned or All Other Paid in Cash(1) Stock Awards(2) Compensation Total Name ($) ($) ($) ($) J. Braxton Carter 323,000 175,003 — 498,003 Nancy A. Curtin 438,000 175,003 — 613,003 Jeannie Diefenderfer 297,316 175,003 — 472,319 Jon A. Fosheim 298,000 175,003 — 473,003 Gregory J. McCray 235,000 175,003 — 410,003 Sháka Rasheed 295,000 175,003 — 470,003 Dale Anne Reiss 192,000 175,003 — 367,003 John L. Steffens(3) 184,564 57,310 — 241,874 David M. Tolley(4) 42,120 119,386 — 161,506 (1) Includes deferred stock units paid in lieu of cash to Ms. Curtin and Messrs. Fosheim and Steffens. Consists of the following amounts earned and paid in cash or deferred stock units, as applicable, (i) pursuant to annual director fees and (ii) in connection with service on one or more of the Catapult Committee, the Dynasty Committee and the Special Investigation Committee: Special Committee Total Name Annual Fees Fees Fees J. Braxton Carter 135,000 188,000 323,000 Nancy A. Curtin 225,000 213,000 438,000 Jeannie Diefenderfer 123,316 174,000 297,316 Jon A. Fosheim 135,000 163,000 298,000 Gregory J. McCray 120,000 115,000 235,000 Sháka Rasheed 125,000 170,000 295,000 Dale Anne Reiss 135,000 57,000 192,000 John L. Steffens(3) 79,564 105,000 184,564 David M. Tolley(4) 42,120 — 42,120 (2) Represents the grant date fair value, computed in accordance with FASB ASC Topic 718, of the shares of common stock and/or deferred stock units granted to each of our non-employee directors on May 10, 2022, which was for the annual grant in connection with each director’s re-election to the Board (except for Mr. Tolley who was appointed to the Board on August 30, 2022) on May 4, 2022. As of December 31, 2022, except for (i) 6,680 unvested shares held by each of Mses. Diefenderfer and Reiss and Messrs. Carter and McCray, (ii) 6,267 unvested shares held by Mr. Tolley PROPOSAL NO. 1: ELECTION OF DIRECTORS DIGITALBRIDGE 2023 PROXY STATEMENT | 29 Toppan Merrill - DigitalBridge [fka Colony Capital_ Inc.] PRE 14A [iXBRL Proxy] ED [AUX] | 105969 | 27-Mar-23 23:28 | 23-2053-3.da | Sequence: 21 CHKSUM Content: 18366 Layout: 44781 Graphics: 0 CLEAN JOB: 23-2053-3 CYCLE#;BL#: 8; 0 TRIM: 8.25" x 10.75" AS: New York: 212-620-5600 COLORS: DB dark green, ~note-color 2, DB med blue, DB dark blue, Black, DB med gray GRAPHICS: none V1.5
PROPOSAL NO. 1: Election of Directors
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 2020
The following table provides information concerning the compensation of our non-employee directors for 2020:
NAME
FEES EARNED OR
PAID IN CASH 
($)(1)
STOCK AWARDS 
($)(2)
ALL OTHER COMPENSATION 
($)(3)
TOTAL 
($)
J. Braxton Carter(4)
$—$—$—$—
Douglas Crocker II(5)
$119,114$170,560$42,198$331,872
Nancy A. Curtin$177,596$170,560$—$348,156
Jeannie Diefenderfer(6)
$76,373$170,560$—$246,933
Jon A. Fosheim$127,500$170,560$—$298,060
Craig M. Hatkoff(7)
$113,104$170,560$—$283,664
Gregory J. McCray(4)
$—$—$—$—
Justin E. Metz(8)
$17,692$—$—$17,692
Raymond C. Mikulich(7)
$116,792$170,560$—$287,352
George G. C. Parker(7)
$132,500$170,560$—$303,060
Dale Anne Reiss$120,000$170,560$—$290,560
Charles W. Schoenherr(9)
$60,000$170,560$—$230,560
John A. Somers(5)
$119,388$170,560$42,198$332,146
John L. Steffens$122,500$170,560$—$293,060
(1)    For Messrs. Crocker, Fosheim and Steffens, amounts include the value of 9,126, 22,836 and 43,878 deferred stock units, respectively, received in lieu of directors’ cash compensation for service in 2020.
(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 Mr. Metz, who resigned as a member of our Board on February 25, 2020, and Messrs. Carter and McCray, who were elected as a member of our Board on March 2, 2021 and January 1, 2021, respectively) on May 7, 2020, which was for the annual grant in connection with each director’s re-election to the Board on May 5, 2020. As of December 31, 2020, except for (i) 81,219 unvested shares held by each of Mses. Diefenderfer and Reiss and Messrs. Hatkoff and Parker, (ii) 40,609 unvested shares and 40,610 unvested deferred stock units held by Mr. Crocker and (iii) 81,219 unvested deferred stock units held by each of Ms. Curtin and Messrs. Fosheim, 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. Following each of Messrs. Crocker’s and Somers’ respective resignations from our Board, all unvested stock awards held by them were accelerated. Each of the stock awards in 2020 was issued in the form of deferred stock units, except 50% of the stock award granted to Mr. Crocker and 100% of the stock awards granted to each of Mses. Diefenderfer and Reiss and Messrs. Hatkoff and Parker were in restricted shares of the Company’s Class A common stock.
(3)    Represents cash retainer amounts paid to each of Messrs. Crocker and Somers in connection with their respective resignations from our Board on December 31, 2020. Such amounts paid reflect what each of Messrs. Crocker and Somers would have received had they remained members of the Board, including any applicable committees, through the date of the 2021 Annual Meeting.
(4)    Messrs. Carter and McCray were not appointed to our Board until 2021 and therefore, did not receive any compensation in 2020.
(5)    Each of Messrs. Crocker and Somers resigned as a member of our Board on December 31, 2020.
(6)    Ms. Diefenderfer was elected to our Board on May 5, 2020 and therefore, the compensation earned in 2020 includes Ms. Diefenderfer’s pro rata portion of the annual cash retainers for the fiscal quarter in which she was initially elected.
(7)    Messrs. Hatkoff, Mikulich and Parker are not standing for re-election at the 2021 Annual Meeting.
(8)    Mr. Metz resigned as a member of our Board on February 25, 2020.
(9)    Mr. Schoenherr resigned as a member of our Board on July 1, 2020.
DIRECTOR STOCK OWNERSHIP GUIDELINES
Our Board adopted the following minimum stock ownership guidelines for non-executive members of our Board:

GRAPHIC
TITLEGUIDELINE
PROPOSAL NO. 1: ELECTION OF DIRECTORS and (iii) 6,692 unvested deferred stock units held by each of Ms. Curtin and Messrs. Fosheim and Rasheed, none of our directors held any unexercised option awards or unvested stock awards that had been granted as director compensation. Following Mr. Steffen’s resignation from our Board, all unvested stock awards held by him were accelerated. Each of the stock awards in 2022 was issued in the form of deferred stock units, except that 100% of the stock awards granted to each of Mses. Diefenderfer and Reiss and Messrs. Carter, McCray and Tolley were in restricted shares of the Company’s Class A common stock. (3) Mr. Steffens resigned from our Board effective August 29, 2022. (4) Mr. Tolley was appointed to our Board on August 30, 2022 and therefore, the compensation earned in 2022 includes Mr. Tolley’s pro rata portion of the annual cash retainers and the initial equity to grant to Mr. Tolley on September 13, 2022. 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 4X4x 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 fve-year period commencing upon such director’s initial election to the Board to comply with the minimum share ownership requirement in order to stand for re-election. Each director is currently in compliance with these ownership requirements or is within the fve-year transition period. 30 | DIGITALBRIDGE 2023 PROXY STATEMENT Toppan Merrill - DigitalBridge [fka Colony Capital_ Inc.] PRE 14A [iXBRL Proxy] ED [AUX] | 105969 | 27-Mar-23 23:28 | 23-2053-3.da | Sequence: 22 CHKSUM Content: 44644 Layout: 10503 Graphics: 0 CLEAN JOB: 23-2053-3 CYCLE#;BL#: 8; 0 TRIM: 8.25" x 10.75" AS: New York: 212-620-5600 COLORS: DB dark green, DB lgt gray, ~note-color 2, DB med blue, DB dark blue, Black, DB med gray GRAPHICS: none V1.5
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.
35 COLONY CAPITAL, INC. 2021 PROXY STATEMENT

GRAPHIC
PROPOSAL NO. 1: Election of Directors
EXECUTIVE OFFICERS
The following sets forth certain information concerning our executive officers. Our executive officers, who are appointed annually by our Board of Directors, are critical to creating and executing on the Company’s strategy.
NAMEAGEPOSITION
Thomas J. Barrack, Jr.(1)
73Executive Chairman
EXECUTIVE OFFICERS The following sets forth certain information concerning our executive offcers. Our executive offcers, who are appointed annually by our Board of Directors, are critical to creating and executing on the Company’s strategy. Name Age Position Marc C. Ganzi49 51 Chief Executive Offcer Benjamin J. Jenkins 52 President and Chief Executive Officer
Investment Offcer Jacky Wu38 40 Executive Vice President, Chief Financial Officer
Offcer and Treasurer Ronald M. Sanders57 59 Executive Vice President, Chief Legal OfficerOffcer and Secretary
Liam Stewart 45 Chief Operating Offcer Sonia Kim47 49 Managing Director and Chief Accounting Officer
(1)On March 30, 2021, the Company entered into an agreement with Mr. Barrack, pursuant to which, effective as of April 1, 2021, the position of Executive Chairman will be eliminated and Mr. Barrack will be a non-executive member of the Board. See “—Employment Agreements—Separation Agreement with Thomas J. Barrack, Jr.”
See “Proposal No. 1: Election of Directors - Board of Directors” above for each of Messrs. Barrack’s and Ganzi’s respective biographical information.
Jacky Wu is an Executive Vice President and Chief Financial Officer of Colony Capital. Prior to joining the Colony Capital businessOffcer See “Proposal No. 1: Election of Directors—Board of Directors” above for Mr. Ganzi’s biographical information. BEN JENKINS JACKY WU Benjamin J. Jenkins is President and Chief Investment Offcer of DigitalBridge, a position he has held since March 2022. Mr. Jenkins previously served as Chief Investment Offcer of the Company’s Digital IM segment and as Chairman of Digital Bridge Holdings prior to its acquisition by DigitalBridge in July 2019. Mr. Jenkins is also the Co-Founder of Digital Bridge Holdings and the former Chairman of Global Tower Partners. Prior to forming Digital Bridge Holdings in 2013, Mr. Jenkins was a Senior Managing Director and head of the Hong Kong offce for The Blackstone Group. During his 12 years at Blackstone, Mr. Jenkins led over a dozen private equity investments (including Global Tower Partners) across a range of industries and geographies, including telecommunications deals in developed and emerging markets. Prior to joining Blackstone, Mr. Jenkins was an associate at Saunders, Karp and Megrue and a fnancial analyst at Morgan Stanley. Mr. Jenkins received a Bachelor of Arts with honors from Stanford University and an MBA with distinction from Harvard Business School. President and Chief Investment Offcer Jacky Wu is an Executive Vice President, Chief Financial Offcer and Treasurer of DigitalBridge. Prior to joining DigitalBridge in March 2020, Mr. Wu served as Executive Vice President and Chief Financial Officer of Driven Brands, Inc. (NASDAQ: DRVN), America's largest automotive aftermarket platform from September 2016 to March 2020, during which time he oversaw the filing of Driven Brands’ registration statement in connection with its initial public offering in March 2020. Prior to that, Mr. Wu served as Executive Vice President and Chief Financial Officer of Xura, Inc. (formerly Comverse, Inc. (NASDAQ: MESG)) from April 2015 to September 2016, when the company was taken private. From May 2010 to March 2015, Mr. Wu was Vice President at American Tower Corporation (NYSE: AMT), where he was Vice President of Finance and Mergers & Acquisitions from January 2014 to March 2015 and Vice President of Financial 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.
Sonia Kim is a Managing Director and the Chief Accounting Officer of Colony Capital. Ms. Kim is responsible for financial reporting and accounting policy matters for Colony Capital and its managed vehicles. Prior to joining Colony Capital in 2008, Ms. Kim was an auditor with Deloitte & Touche LLP and PricewaterhouseCoopers LLP, serving clients primarily in real estate and financial services industries. Ms. Kim received a Bachelor of Arts in Business Economics from the University of California, Los Angeles, and is a Certified Public Accountant in the State of California.
36 COLONY CAPITAL, INC. 2021 PROXY STATEMENT
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 2020.
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
Jeannie Diefenderfer
Craig M. Hatkoff
Raymond C. Mikulich
George G. C. Parker



37 COLONY CAPITAL, INC. 2021 PROXY STATEMENT
COMPENSATION DISCUSSION AND ANALYSIS
COMPENSATION DISCUSSION AND ANALYSIS
This Compensation Discussion & Analysis section discusses the compensation of our named executive officers as follows:
NAMEPOSITION
Marc C. GanziPresident and Chief Executive Officer
Jacky WuExecutive Vice President and Chief Financial OfficerOffcer of Driven Brands, Inc. (NASDAQ: DRVN), America’s largest automotive aftermarket platform from September 2016 to March 2020, during which time he oversaw the fling of Driven Brands’ registration statement in connection with its initial public offering in March 2020. Prior to that, Mr. Wu served as Executive Vice President and Chief Financial Offcer 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, fnance and business development roles, including as the Director and Chief Financial Offcer 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. Executive Vice President, Chief Financial Offcer and Treasurer DIGITALBRIDGE 2023 PROXY STATEMENT | 31 Toppan Merrill - DigitalBridge [fka Colony Capital_ Inc.] PRE 14A [iXBRL Proxy] ED [AUX] | 105969 | 27-Mar-23 23:28 | 23-2053-3.da | Sequence: 23 CHKSUM Content: 7712 Layout: 49191 Graphics: 64009 CLEAN JOB: 23-2053-3 CYCLE#;BL#: 8; 0 TRIM: 8.25" x 10.75" AS: New York: 212-620-5600 COLORS: DB dark green, Yellow, Magenta, DB white, ~note-color 2, DB dark blue, Cyan, Black, DB lgt gray GRAPHICS: 2053-3_pht_jacky24c_fpo.eps, 2053-3_pht_benjenkins_4c.eps V1.5

GRAPHICEXECUTIVE OFFICERS RONALD M. SANDERS LIAM STEWART SONIA KIM Executive Vice President and the Chief Legal Offcer and Secretary Ronald M. Sanders is an Executive Vice President and the Chief Legal Offcer and Secretary of DigitalBridge. Mr. Sanders is responsible for the management of global legal affairs and generally provides legal and other support to the operations of DigitalBridge. Prior to joining the DigitalBridge business in 2004, Mr. Sanders was a Partner with the law frm 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. Chief Operating Offcer Liam Stewart is Chief Operating Offcer of DigitalBridge, a position he has held since March 2022. Prior to joining DigitalBridge in September 2020 as the Chief Operating Offcer of the Company’s Digital IM segment, Mr. Stewart was the Chief Financial Offcer of Macquarie Infrastructure Corporation from June 2015 until September 2020. Mr. Stewart has approximately 15 years of experience in acquiring, operating and fnancing infrastructure assets in the U.S., Australia, and Asia. Prior to joining Macquarie Infrastructure and Real Assets in 2014, Mr. Stewart was a Senior Vice President and Management Partner at Global Tower Partners (GTP), where he had responsibility for all capital markets initiatives and led over a dozen domestic and international fnancings for GTP. He was also responsible for all treasury, capital markets and strategic planning, budgeting, forecasting, investor relations and reporting initiatives at GTP. Prior to joining GTP in 2009, Mr. Stewart was employed by the Macquarie Group where he had day to day responsibility for a listed Macquarie affliate’s North American media and telecommunications investments. Mr. Stewart has an MBA from the Kellogg School of Management at Northwestern University and a Bachelor of Arts and Bachelor of Laws from the University of New South Wales. He is also admitted to practice as a solicitor in the state of New South Wales. Managing Director and Chief Accounting Offcer Sonia Kim is a Managing Director and Chief Accounting Offcer of DigitalBridge, a position she has held since January 2021. Ms. Kim is responsible for fnancial reporting and accounting policy matters for DigitalBridge and its managed vehicles. Prior to joining DigitalBridge in 2008, Ms. Kim was an auditor with Deloitte & Touche LLP and PricewaterhouseCoopers LLP, serving clients primarily in real estate and fnancial services industries. Ms. Kim received a Bachelor of Arts in Business Economics from the University of California, Los Angeles, and is a Certifed Public Accountant in the State of California. 32 | DIGITALBRIDGE 2023 PROXY STATEMENT Toppan Merrill - DigitalBridge [fka Colony Capital_ Inc.] PRE 14A [iXBRL Proxy] ED [AUX] | 105969 | 27-Mar-23 23:28 | 23-2053-3.da | Sequence: 24 CHKSUM Content: 13367 Layout: 30265 Graphics: 37505 CLEAN JOB: 23-2053-3 CYCLE#;BL#: 8; 0 TRIM: 8.25" x 10.75" AS: New York: 212-620-5600 COLORS: DB dark green, DB lgt gray, Magenta, Yellow, DB white, ~note-color 2, DB med blue, DB dark blue, Black, Cyan, DB med gray GRAPHICS: 2053-3_pht_soniakim_4c.eps, 2053-3_pht_liamstewart_4c.eps, ph_ronaldsand-4clr.eps, ph_ronaldsand-4clr.eps V1.5

GRAPHICDIGITALBRIDGE 2023 PROXY STATEMENT | 33 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 offcers, 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 offcers’ compensation as described in this Proxy Statement. This advisory vote is commonly referred to as “say-on-pay.” This vote is not limited to any specifc item of compensation but rather addresses the overall compensation of our named executive offcers 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 offcers for 2022. The resolution approving the compensation of our named executive offcers 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 offcers. Our Board of Directors Recommends a Vote “FOR” Approval, on a Non-binding, Advisory Basis, of Named Executive Offcer Compensation. Toppan Merrill - DigitalBridge [fka Colony Capital_ Inc.] PRE 14A [iXBRL Proxy] ED [AUX] | ltolend | 28-Mar-23 09:40 | 23-2053-3.ea | Sequence: 1 CHKSUM Content: 1107 Layout: 17831 Graphics: 56666 CLEAN JOB: 23-2053-3 CYCLE#;BL#: 9; 0 TRIM: 8.25" x 10.75" AS: New York: 212-620-5600 COLORS: Yellow, Magenta, Cyan, ~note-color 2, DB dark blue, Black, DB lgt gray, DB dark green GRAPHICS: tickmark_4c_icon.eps V1.5

GRAPHIC34 | DIGITALBRIDGE 2023 PROXY STATEMENT 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: Jon A. Fosheim, Chairperson J. Braxton Carter Jeannie H. Gregory J. McCray David M. Tolley Diefenderfer Toppan Merrill - DigitalBridge [fka Colony Capital_ Inc.] PRE 14A [iXBRL Proxy] ED [AUX] | ltolend | 28-Mar-23 09:40 | 23-2053-3.ea | Sequence: 2 CHKSUM Content: 31202 Layout: 28040 Graphics: 65454 CLEAN JOB: 23-2053-3 CYCLE#;BL#: 9; 0 TRIM: 8.25" x 10.75" AS: New York: 212-620-5600 COLORS: DB lgt gray, Yellow, Magenta, Cyan, DB med green, DB dark blue, ~note-color 2, Black, DB dark green GRAPHICS: 2053-3_pht_Jeannie4c_fpo.eps, David_Tolley_fpo_4c_pht.eps, 2053-3_pht_gregory4c_fpo.eps, 2053-3_pht_braxt_4c_fpo.eps, 2053-3_pht_jonafosh4c_fpo.eps V1.5

GRAPHICCOMPENSATION DISCUSSION AND ANALYSIS This Compensation Discussion & Analysis section discusses the compensation of our named executive offcers (NEOs) as follows: Name Position Marc C. Ganzi Chief Executive Offcer Benjamin J. Jenkins President and Chief Investment Offcer Jacky Wu Executive Vice President, Chief Financial Offcer and Treasurer Ronald M. Sanders Executive Vice President, Chief Legal OfficerOffcer and Secretary Liam Stewart Chief Operating Offcer Executive Compensation Program Executive Leadership In early 2019, our Board of Directors determined to transform the strategy of the Company from one focused on multiple real estate asset classes to one focused exclusively on the digital infrastructure sector, which is experiencing strong secular growth. To execute on this transformative shift, in July 2019, the Company acquired Digital Bridge Holdings, a leading investor in digital infrastructure, with the agreement that Digital Bridge Holding’s CEO, Mr. Ganzi, would within a two-year period become CEO of the Company. The business plan envisioned that the Company would rotate its assets to become a pure play digital infrastructure company and commence an orderly disposition of its legacy assets and liabilities. Mr. Ganzi was appointed as CEO in July 2020 and led the Company through the pivot envisioned in July 2019. Highlights from Mr. Ganzi’s tenure include completing the Company’s rotation to 100% digital profle ahead of schedule, effectively rotating over $80 billion in AUM, and generating net proceeds of over $1.2 billion in the disposition of the Company’s legacy assets; expanding the Company’s asset management platform through successful fundraising for the Company’s fagship DBP II fund, which raised $8.3 billion in 2021 and the launch of new core, credit, and venture strategies; executing two strategic acquisitions which consolidated the Company’s ownership of its asset management platform and contributed to signifcant increases in expected earnings. These activities have increased FEEUM to over $27 billion (from $7 billion in July 2020) and AUM to over $65 billion (from $21 billion in July 2020) as of the date of this proxy statement. See “Proxy Summary—2022 Year in Review” for additional highlights from 2022. DIGITALBRIDGE 2023 PROXY STATEMENT | 35 Toppan Merrill - DigitalBridge [fka Colony Capital_ Inc.] PRE 14A [iXBRL Proxy] ED [AUX] | ltolend | 28-Mar-23 09:40 | 23-2053-3.ea | Sequence: 3 CHKSUM Content: 45679 Layout: 22401 Graphics: 0 CLEAN JOB: 23-2053-3 CYCLE#;BL#: 9; 0 TRIM: 8.25" x 10.75" AS: New York: 212-620-5600 COLORS: Black, DB dark blue, ~note-color 2, DB dark green, DB med gray GRAPHICS: none V1.5
Neale W. RedingtonManaging Director, CFO-Non-Digital and Former Chief Accounting Officer
Thomas J. Barrack, Jr. (1)
Executive Chairman
(1)    On March 30, 2021, the Company negotiated an agreement with Mr. Barrack, pursuant to which, effective as of April 1, 2021, the position of Executive Chairman will be eliminated and Mr. Barrack will be a non-executive member of the Board. See “—Employment Agreements—Separation Agreement with Thomas J. Barrack, Jr.”

Our named executive officers for 2020 also include three former executives who were not employees as of December 31, 2020.
NAMEPOSITION
Mark M. HedstromFormer Executive Vice President, Chief Financial Officer, Chief Operating Officer, and Treasurer
Darren J. TangenFormer President
Kevin P. TraenkleFormer Executive Vice President and Chief Investment Officer

EXECUTIVE SUMMARY


2020 BUSINESS HIGHLIGHTS

Colony Capital accelerated its transformation in 2020 towards a digital strategy. Key 2020 actions included:

•Strong operational results during business transformation and challenging events of 2020
•Revisions to 2020 executive compensation structure based on extensive shareholder engagement
•Continued focus on Environmental, Social, and Governance (ESG) topics
•Appointment of
GRAPHICCOMPENSATION DISCUSSION AND ANALYSIS 36 | DIGITALBRIDGE 2023 PROXY STATEMENT Our Structured Pay Model With Marc C. Ganzi as Chief Executive Officer on July 1, 2020
•Hiring of Jacky Wu as Chief Financial Officer, with appointment effective on July 1, 2020
•Negotiated an agreement with Thomas J. Barrack, Jr., our Founder, Executive Chairman, and prior Chief Executive Officer, pursuant to which, effective as of April 1, 2021, the position of Executive Chairman will be eliminated and Mr. Barrack will be a non-executive member of the Board
•Ongoing shareholder engagement around 2020 say-on-pay results and evolution of executive pay program
•Approval by the Compensation Committee of a 2021 metrics-based executive incentive compensation program consisting of both digital and legacy performance measures, with an emphasis on digital segment performance
38 COLONY CAPITAL, INC. 2021 PROXY STATEMENT
COMPENSATION DISCUSSION AND ANALYSIS
 +$1.9BLiquidity
During 2020, in the face of the COVID-19 pandemic, we overcame capital constraints by generating almost $2 billion of liquidity to extend debt maturities, reduce leverage and invest substantial capital into digital infrastructure:
•Amended Corporate Revolver (+$450M)
•Issued New 2025 Exchangeable Notes (+$300M)
•Strategic Investment with Wafra (initial $400M increased to +$500M)
•Executed Legacy Asset Monetizations (+$700M)
 >350% Common Stock Price IncreaseOur common stock price has increased by more than 350% from its trough in March 2020 (the month in which the effective date of Mr. Ganzi’s appointment as our company’s CEO in July 2020, our Compensation Committee engaged in a robust assessment of CEO pay models used among peers across the alternative asset management industry, which included consideration of feedback from stockholder engagement and recommendations from Semler Brossy, our independent compensation consultant. Following its assessment, our Compensation Committee adopted a structured pay model for 2021, which was announced)primarily driven by formulaic-based determinations of rigorous fnancial and non-fnancial goals, and included the following improvements: (1) increased the weighting of corporate fnancial 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% (2) 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 (3) 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 This structured pay model, described further herein, was used to determine compensation for 2022 performance for our NEOs. Our Compensation Committee reviewed our compensation program with management’s decisive actions takenSemler Brossy again in 2020 to stabilize CLNY’s capital structure
 ~90% Y-o-Y Growth in Digital FEEUM
•Raised $2.2B of net co-investment capital around Zayo, Vantage SDC, Vantage Europe2023 and zColo
•Raised ~$400M of FEEUM across two digital liquid strategies
•Successful $4.2B first closingbelieves that our compensation program, which maintains the structured pay model with the improvements described above, best aligns the incentives of our second flagship digital fund, DCP II (exceeding total raisedNEOs with the interests of our first flagship digital fund, DCP I)
stockholders. Stockholder Engagement We believe in maintaining an ongoing dialogue with our stockholders and seek their feedback on a wide range of issues, including compensation practices. At our 2022 Annual Meeting of Stockholders, our stockholders voted on the say-on-pay advisory proposal to approve the compensation paid to our NEOs. Of the votes cast, more than 85% were in favor of the say-on-pay proposal at our 2022 Annual Meeting of Stockholders. During 2022, in a stockholder outreach campaign led by Jon Fosheim, the Chair of our Compensation Committee, we met with institutional investors representing approximately 14% of our outstanding stock to solicit feedback and better understand their individual concerns on our overall executive compensation program. Neither our CEO nor any other NEO participated in any of these meetings with investors. As previously noted, we strongly considered the responses we received from stockholders in implementing our executive compensation program. Our Compensation Committee deeply values the continued interest of and feedback from our shareholders on our executive compensation program and is committed to maintaining an active dialogue with them to ensure their perspectives are thoughtfully taken into account. We anticipate another stockholder outreach campaign, led by Mr. Fosheim in 2023 to continue this dialogue. Toppan Merrill - DigitalBridge [fka Colony Capital_ Inc.] PRE 14A [iXBRL Proxy] ED [AUX] | ltolend | 28-Mar-23 09:40 | 23-2053-3.ea | Sequence: 4 CHKSUM Content: 5908 Layout: 15006 Graphics: 0 CLEAN JOB: 23-2053-3 CYCLE#;BL#: 9; 0 TRIM: 8.25" x 10.75" AS: New York: 212-620-5600 COLORS: DB dark green, ~note-color 2, DB med blue, DB dark blue, Black, DB med gray GRAPHICS: none V1.5
 +$22B Invested in High Quality Digital AssetsExecuted on $22B in transaction value in 2020 across all digital infrastructure sectors, deploying over $5B of FEEUM

UPDATES TO 2020 COMPENSATION PROGRAM

We undertook a shareholder engagement process after our 2020 annual meeting in response to our say-on-pay vote. Based in part on the feedback from these one-on-one conversations, the Compensation Committee approved meaningful changes made to the 2020 compensation program to focus our executives on long-term value creation as we pursue our digital evolution and further strengthen alignment with our stockholders, as follows:

(1)increased the weighting of corporate financial metrics in the Company’s annual incentive plan from 60% to 75%, and decreased the weighting attributable to pre-established individual goals, objectives and performance targets from 40% to 25%

(2)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

(3)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

Continued Focus on ESG

In connection with our digital transformation, we seek to improve our operating performance and the operating performance of the digital companies in which we invest by helping to sustainably connect the world’s leading mobile communications and technology companies with enterprises and consumers at the lowest possible cost with the lowest possible carbon footprint. Identified through a materiality mapping process, we focus our efforts on five core ESG issues, which are the issues most important to our business and to our customers, stockholders, employees and other stakeholders: (1) Climate Change Considerations, (2) Diversity, Equity and Inclusion, (3) Workplace Health and Safety, (4) Business Ethics, and (5) Privacy and Data Security.

Key 2020 ESG Accomplishments:

•Established DEI Steering Committee
•Committed to become Net Zero by 2030
39 COLONY CAPITAL, INC. 2021 PROXY STATEMENT

COMPENSATION DISCUSSION AND ANALYSIS
•Created a four pillar program to facilitate the composition of a diverse workforce reflective of the constituencies and communities we serve
•Developed a 2021 internship program, with 75% diverse candidate hires through organizations such as Seizing Every Opportunity (SEO), Toigo, and One Search Young Women in Finance (UK)

In early 2021, we also began communicating our ESG related performance expectations and establishing reporting requirements for portfolio companies on the core ESG key performance indicators.We look forward to sharing more about that process going forward.

Leadership Transition

In early 2019, Mr. Barrack, as Executive Chairman and CEO of the Company, with the support of the Board of Directors, determined to transform the Company from a strategy focused on multiple real estate asset classes generating yield to a strategy focused on high growth digital communications and technology infrastructure. To execute on this transformative strategic shift, in July 2019, Mr. Barrack engineered and led the Company’s acquisition of Digital Bridge Holdings, a leading investor in digital infrastructure, with the expectation and agreement that Digital Bridge’s CEO, Mr. Ganzi, would within a two year period succeed Mr. Barrack as CEO of the Company. The business plan envisioned that the Company would rotate its assets under management to become a pure play digital infrastructure company and commence an orderly re-balancing of its legacy assets and liabilities.

Messrs. Barrack and Ganzi have devoted their full attention toward facilitating the Company’s digital transformation and have substantially achieved the pivot and correspondingly ignited the upward trajectory of the return of shareholder value envisioned in July 2019. Highlights include the appointment of Mr. Ganzi as CEO and Mr. Wu as CFO in July 2020 with Mr. Barrack continuing in his role as Executive Chairman; adding high quality digital infrastructure investments to the Company’s balance sheet; raising over $13 billion of third party FEEUM commitments for digital infrastructure products; acquiring over $22 billion of digital platforms; disposing of over $2.4 billion of legacy assets; and addressing balance sheet liabilities to provide over $1 billion of liquidity. As a result, digital infrastructure now represents over 60% of the Company’s assets under management, which is expected to continue to increase during 2021. Given the Company’s substantial progress in executing on the digital pivot, Mr. Barrack has determined, and the Board has agreed, that the duties of, and necessity for, an executive chairman have been mostly discharged and Mr. Barrack can now concentrate on other non-digital infrastructure business interests and opportunities, including Falcon Acquisition Corp. (a black check company that recently filed its initial registration statement), which are not within the investment mandate of the Company. Additionally, Mr. Barrack will allocate more time to his Family office and various philanthropic pursuits. The position of Executive Chairman will be eliminated, Mr. Barrack will be a non-executive member of the Board of Directors, and Mr. Barrack continues to be one of the Company’s meaningful shareholders. At such time that Mr. Barrack is not a member of the Board of Directors, Mr. Barrack will become Chairman Emeritus of the Company. In connection with the foregoing, Ms. Nancy Curtin, currently the Company’s Lead Independent Director will become the independent, non-executive Chairperson of the Board. The foregoing terms are outlined in the section “—Employment Agreements” below.

Stockholder Engagement Commitment

Our Board believes in listening to and communicating with stockholders. We believe stockholder insight and recommendations should be an integral part of Board discussions on many matters, including executive compensation. During 2021, in a stockholder outreach campaign led by John L. Steffens, the Chairman of our Compensation Committee, we met virtually with nine of our 15 largest institutional investors (representing nearly 35% of our outstanding stock) to solicit feedback and better understand their individual concerns on our overall executive compensation program. Neither our Executive Chairman, CEO nor any other NEO participated in any of these meetings with investors.

Our Compensation Committee deeply values the continued interest of and feedback from our shareholders on our executive compensation program and are committed to maintaining an active dialogue with them to ensure their perspectives are thoughtfully taken into account. For a discussion of the feedback received and the actions we took in response, see “Stockholder Engagement & 2020 Say-on-Pay Vote” below.

Continued Evolution of CEO and NEO Pay Model for 2021

With Marc C. Ganzi’s appointment as our company’s CEO in July 2020, our Compensation Committee engaged in a robust assessment of CEO pay models used among peers across the alternative asset management and REIT industries, which included consideration of feedback from stockholder engagement and recommendations from Semler Brossy, our independent compensation consultant.

40 COLONY CAPITAL, INC. 2021 PROXY STATEMENT
COMPENSATION DISCUSSION AND ANALYSIS
Following its assessment, our Compensation Committee adopted a structured CEO pay model for 2021, which is primarily driven by formulaic-based determinations of rigorous financial and non-financial goals. This model was subsequently adopted for all named executive officers and will be used to determine compensation for 2021 performance. The features of the 2020 program noted above also will be continued in the 2021 program. Our Compensation Committee believes that the structured pay model will best align incentives of our CEO with the interests of our stockholders.

PAY FOR PERFORMANCECOMPENSATION DISCUSSION AND ANALYSIS Pay for Performance Philosophy and Program Objectives OUR PHILOSOPHY AND PROGRAM OBJECTIVES

OUR PHILOSOPHY

The primary goal of our executive compensation program is to align the interests of our executive officers with those of our stockholders in a way that allows us to attract and retain the best executive talent.

èImplements elements of our executive compensation programs from both REITsprogram is to align the interests of our executive offcers with those of our stockholders in a way that allows us to attract and alternative asset managers,retain the best executive talent. OUR APPROACH Our executive compensation program consists of salary and certain variable pay components, including base salaries,annual cash bonuses,bonus, long-term incentive equity awards, and incentive fee allocations in order for usour managed funds and investment vehicles. Our executive compensation program is designed to remain competitive instrengthen the market for attractinglink between pay and retaining executive talent
èperformance. 1 2 3 Attract and Retain Industry Talent Variable Pay Structure Linked to Financial Objectives Performance and Compensation Benchmarking n n Focuses on creating variable pay structures, emphasizing long-term compensation directly related to our stock price, relative TSR and other strategic and financialfnancial objectives
è n $ Implements elements consistent with compensation programs of our peers, including base salaries, cash bonuses, equity awards and incentive fee allocations in our managed funds and investment vehicles, in order for us to remain competitive in the market for attracting and retaining executive talent Focuses on creating variable pay structures, emphasizing long-term compensation directly related to our stock price, relative TSR and other strategic and fnancial objectives Benchmarks our performance and compensation against both REIT peers and alternative asset managerour peers with consideration of company market capitalization and complexity as indicated by revenues, range of businesses and other factors to set target levels of compensation and determine the value and level of award opportunities


OUR EXECUTIVE COMPENSATION PROGRAM

Our executive compensation program is designed to strengthen the link between pay and performance.

è Annual Cash Bonus Approach Equity and Cash Weighting Long-Term Incentive !! ! $ 123 Utilizes a formulaic approach to determining annual cash bonus awards to executive officersoffcers involving objective corporate financialfnancial metrics (75%) and subjective elements (25%) relating to personal performance targets, as opposed to a fully discretionary approach
èSets incentive targets more heavily weighted towards equity over cash compensation
èGrants at least 50% of long-term incentive equity compensation in the form of performance-based awards based on relative TSR Incentive Fee Allocations ! 4 We allocate a portion of incentive fees to management, which may result in payments to them, from time to time, upon the achievement of minimum return hurdles on investments made by our managed funds and investment vehicles. See “Incentive Fee Allocations.” DIGITALBRIDGE 2023 PROXY STATEMENT | 37 Toppan Merrill - DigitalBridge [fka Colony Capital_ Inc.] PRE 14A [iXBRL Proxy] ED [AUX] | ltolend | 28-Mar-23 09:40 | 23-2053-3.ea | Sequence: 5 CHKSUM Content: 56990 Layout: 19933 Graphics: 7986 CLEAN JOB: 23-2053-3 CYCLE#;BL#: 9; 0 TRIM: 8.25" x 10.75" AS: New York: 212-620-5600 COLORS: DB dark green, Yellow, Magenta, Cyan, ~note-color 2, DB med blue, DB dark blue, Black, DB med gray GRAPHICS: 2053-3_annual_4c_tbl.eps, 2053-3_attract_4c_tbl.eps V1.5
Our executive compensation program consists of salary and certain variable pay components, including annual cash bonus, long-term incentive equity awards, and incentive fee allocations.

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:
41 COLONY CAPITAL, INC. 2021 PROXY STATEMENT

COMPENSATION DISCUSSION AND ANALYSIS
WhatCOMPENSATION DISCUSSION AND ANALYSIS 38 | DIGITALBRIDGE 2023 PROXY STATEMENT COMPENSATION PRACTICES We Dobelieve 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: WE PAY FOR PERFORMANCE Variable pay, consisting of long-term incentive equity awards, annual cash bonus and, if any, incentive fee allocations, constitutes the vast majority of our executive compensation. This weighting towards variable pay allows the Compensation Committee to reward strong performance and penalize poor performance in both our business operations and our stock price. Our variable pay components contain structural elements from alternative asset managers in recognition that the incentives of our executives need to be aligned with stockholders as well as our private fund investors. What We Don’t Do
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Pay for performance. The vast majority of total compensation is tied to performance (i.e., there are minimum incentive targets, but not guaranteed minimum payments(1)) and salaries comprise a relatively small portion of each executive’s overall compensation opportunity.
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No Tax Gross Ups. We do not provide tax gross-ups on compensation payments made in connection with a change of control.
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No Guaranteed Bonuses. We do not provide guaranteed bonuses. No Single Trigger Cash Severance. We do not provide for single trigger cash severance in connection with a change of control. No Dividends on Unearned Performance-Based Awards. We will not pay dividends or distributions on unearned equity awards subject to performance-based vesting. No Hedging or Pledging. We do not allow hedging or pledging of Company securities. What We Do Pay for performance. The vast majority of total compensation, including payments from incentive fee allocations, 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. Long-term alignment with stockholders. Our equity incentive awards are subject to time-based, multi-year vesting schedules to enhance executive officeroffcer retention.
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No Guaranteed Bonuses. We do not provide guaranteed bonuses.
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Relative TSR Performance Alignment. We align the interest of our executive officersoffcers 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.
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No Single Trigger Cash Severance. We do not provide for single trigger cash severance in connectionperformance with a change of control.
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target set at 55th percentile. Absolute TSR Performance Cap. ForBeginning in 2020, and going forward, payouts of performance-based equity awards are capped at target when absolute TSR is negative.
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No Dividends on Unearned Performance-Based Awards. We will not pay dividends or distributions on unearned equity awards subject to performance-based vesting.
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Emphasis on Performance-Based Awards. 50% of all long-term incentive awards granted to executive officersoffcers are performance-based (regardless of the source of such award).
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No Hedging. We do not allow hedging or pledging of Company securities.
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Clawback Policy. We impose a clawback policy with respect to incentive payments.
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No Executive Retirement Benefits. We do not provide executive officers with additional qualified or nonqualified retirement benefits.
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Stock Ownership Guidelines. We follow robust stock ownership guidelines for our executives and directors.
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Peer Benchmarking. We consider and benchmark peer companies in establishing executive compensation.
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Independent Compensation Consultant. An independent compensation consultant is retained by the Compensation Committee.
Toppan Merrill - DigitalBridge [fka Colony Capital_ Inc.] PRE 14A [iXBRL Proxy] ED [AUX] | ltolend | 28-Mar-23 09:40 | 23-2053-3.ea | Sequence: 6 CHKSUM Content: 38489 Layout: 3819 Graphics: 16090 CLEAN JOB: 23-2053-3 CYCLE#;BL#: 9; 0 TRIM: 8.25" x 10.75" AS: New York: 212-620-5600 COLORS: DB dark green, DB lgt gray, Magenta, Yellow, Cyan, DB med green, DB med blue, ~note-color 2, Black, DB dark blue, DB med gray GRAPHICS: 2053-3_green_tick_4c_icon.eps, 2053-3_green_tick_4c_icon.eps, 2053-3_green_tick_4c_icon.eps, 2053-3_green_tick_4c_icon.eps, 2053-3_green_tick_4c_icon.eps, 2053-3_green_tick_4c V1.5
(1)    Pursuant to Mr. Ganzi’s employment agreement, for the 2021 performance year only, Mr. Ganzi must receive a minimum of $2,500,000 in total direct compensation (i.e., salary, cash bonus and long term equity incentives).


We Pay For Performance

Variable pay, consisting of long-term incentive equity awards, annual cash bonus and, if any, incentive fee allocations, constitutes the vast majority of our executive compensation. This weighting towards variable pay allows the Compensation Committee to reward strong performance and penalize poor performance in both our business operations and our stock price. Our variable pay components contain structural elements from both REITs and alternative asset managers in recognition that the incentives of our executives need to be aligned with stockholders as well as our private fund investors. In light of the growth in our digital investment management business and the balance sheet investments that we have in our sponsored private funds, we believe creating strong alignment between our executives and our private fund investors through incentive fee allocations also serves to benefit our stockholders. While incentive fee allocations have historically not been a material component of our executive compensation program, we anticipate that such allocations may become a more significant element of executive compensation over the long term. For 2020, out of our current named executive officers, only our Executive Chairman and our Chief Legal Officer received incentive fee allocations in 2020 in connection with a legacy asset monetization completed in 2019. Such incentive fee allocations represented 13% and 20% of total direct compensation for our Executive Chairman and Chief Legal Officer, respectively.

To build even stronger pay for-performance alignment with our stockholders, 50% of long-term incentive equity awards granted by the Company are “at-risk” performance-based stock awards, the ultimate value of which depends on the Company’s total stockholder return relative to peer companies based on future performance.

The following charts present the allocation of 2020 total direct compensation paid among the different components for each of our Executive Chairman (who previously served as our Chief Executive Officer until July 1, 2020) and our Chief Executive Officer individually, and the weighted average of each component for our other current named executive officers as a group:






42 COLONY CAPITAL, INC. 2021 PROXY STATEMENT

Table of Contents
GRAPHICCOMPENSATION DISCUSSION AND ANALYSIS To build even stronger pay for-performance alignment with our stockholders, 50% of long-term incentive equity awards granted by the Company are “at-risk” performance-based stock awards, the ultimate value of which depends on the Company’s total stockholder return relative to peer companies based on future performance. The following charts present the ratio of the components of total direct compensation (salary, annual cash bonus and equity awards) and incentive fee payments in 2022 for our Chief Executive Offcer individually, and the weighted average of each component for our other current NEOs as a group: Extraordinary Incentive Fees Paid in 2022 In 2022, several transactions resulted in the Company receiving its frst payments of carried interest realized on digital infrastructure investments, the most important of which was the frst stage of the DataBank recapitalization. The DataBank recapitalization transactions involved the sale of a portion of the Company’s ownership interest in DataBank, which decreased the Company’s interest from 20% as of December 2021 to 11% as of December 2022 and generated $425 million in net proceeds to the Company (including the Company’s share of carried interest, net of allocation to employees), refecting a 2.0x multiple of invested capital since the Company’s initial investment in DataBank in December 2019. In addition to providing an an excellent return on the Company’s investment and substantial liquidity to the Company, the DataBank transactions advanced the Company’s goals to deconsolidate DataBank, simplify its business model and fnancial reporting and align the Company’s balance sheet more closely with the asset management business model. Approximately 79% of the incentive fees paid to our NEOs in 2022 were from carried interest realized in connection with the successful DataBank recapitalization in the second half of 2022. In aggregate, the Company received $32.6 million (net of allocation to employees and to Wafra) of carried interest in 2022, $20.1 million of which was attributable to the partial DataBank recapitalization described above. The remaining $12.5 million was attributable to sales of investments by DBP I and DBP II, which represented signifcant milestones as the frst exit transactions from our fagship funds and resulted in profts for and the return of capital to our fund investors. We believe that these successful outcomes support the Company’s strategy, have enhanced our ability to raise new funds and new capital and provided other tangible benefts to the Company. The incentive fee payments reported in this proxy statement were made pursuant to contractual arrangements with our NEOs determined by incentive fee allocations made in prior periods. See “Incentive Fee Allocations” below for a discussion of incentive fee allocations to our NEOs. While payments on incentive fee allocations are not predictable, we anticipate that such payments may continue to be a signifcant element of executive compensation over the long term as our managed funds mature and we exit other investments that generate profts for the Company and our investors. We believe creating strong alignment between our executives and our private fund investors through incentive fee allocations to our CEO Other Current NEOs salary 5% cash bonus 7% stock awards 10% salary 10% cash bonus 12% stock awards incentive 22% fee 79% incentive fee 57% DIGITALBRIDGE 2023 PROXY STATEMENT | 39 Toppan Merrill - DigitalBridge [fka Colony Capital_ Inc.] PRE 14A [iXBRL Proxy] ED [AUX] | ltolend | 28-Mar-23 09:40 | 23-2053-3.ea | Sequence: 7 CHKSUM Content: 42495 Layout: 989 Graphics: 9095 CLEAN JOB: 23-2053-3 CYCLE#;BL#: 9; 0 TRIM: 8.25" x 10.75" AS: New York: 212-620-5600 COLORS: DB dark green, Yellow, Magenta, Cyan, ~note-color 2, DB med blue, DB dark blue, Black, DB med gray GRAPHICS: 2053-3_ceoneo_4c_pie.eps V1.5
COMPENSATION DISCUSSION AND ANALYSIS
compensation0325a1.jpg


(1)    Effective as of April 1, 2021, the position of Executive Chairman will be eliminated and Mr. Barrack will be a non-executive member of the Board.


PROCESS FOR DETERMINING COMPENSATION AWARDS

During the first quarter of each fiscal year, the Compensation Committee determines base salaries, target annual cash bonuses and long-term incentive equity awards and adopts an annual incentive plan, which establishes a formulaic approach to determining the amount of target cash bonuses to be paid, for executive officers.

In the first quarter of 2020, 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 matters. 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 2020, 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.

With respect to our named executive officers (other than our former President and former Chief Investment Officer) the Compensation Committee determined 2020 base salaries, considered target annual cash bonuses and long-term incentive equity awards and adopted a 2020 Annual Incentive Plan. The Annual Incentive Plan combines both objective and subjective measures for evaluating cash bonus compensation of executive officers. However, the Compensation Committee did not ultimately base its annual cash bonus decisions for 2020 on the achievement of the pre-established objective financial goals incorporated into the 2020 Annual Incentive Plan, as these goals were no longer relevant to the Company’s 2020 operating performance in light of the COVID-19 pandemic. See “—Annual Cash Bonus” below for a further discussion of how the COVID-19 pandemic impacted the 2020 executive pay decisions.

During the fourth quarter of 2020, the Compensation Committee engaged Semler Brossy Consulting (“Semler Brossy”) to undertake a comprehensive review of executive compensation, our peer group, relevant market data and to provide the Compensation Committee with an independent analysis and recommendations concerning certain 2020 and 2021 executive compensation matters.

Ordinarily, in early 2021, the Compensation Committee would have made annual cash bonus determinations for our named executive officers in accordance with the formulaic, non-discretionary plan adopted at the beginning of the prior year. However, due to the unprecedented circumstances of the COVID-19 pandemic and following extensive discussions and meetings with management and Semler Brossy, in early 2021, the Compensation Committee determined the amount of annual cash bonuses paid to our named executive officers for 2020 based on the previously established targets for 2020 as well as the substantial outperformance and achievement by management in executing the Company’s key strategic priorities.

43 COLONY CAPITAL, INC. 2021 PROXY STATEMENT

Table of Contents
GRAPHICCOMPENSATION DISCUSSION AND ANALYSIS 40 | DIGITALBRIDGE 2023 PROXY STATEMENT NEOs and key employees is important to the continued growth of our investment management business and serves to beneft our stockholders. The incentive fee payments to our NEOs in 2022 in connection with the transactions described above were reviewed by the Compensation Committee and factored into its 2022 compensation decisions. See “2022 Total Recurring Direction Compensation (NEOs)” for a review of decreases to total direct compensation to our NEOs and “Pay Versus Performance—Compensation Actually Paid and Cumulative TSR” for a review of the decrease in ‘compensation actually paid’ to our NEOs from 2021 to 2022. Process for Determining Compensation During the frst quarter of each fscal year, the Compensation Committee determines base salaries, target annual cash bonuses and long-term incentive equity awards and adopts an annual incentive plan, which establishes a formulaic approach to determining the amount of target cash bonuses to be paid, for executive offcers. The Compensation Committee engages Semler Brossy, a nationally recognized independent consulting frm, to review and provide independent analysis and recommendations to the Compensation Committee regarding compensation to our NEOs, our annual incentive plan our peer group, and other compensation matters based on their experience and relevant market data. During the 2022 evaluation period, to establish a framework for executive compensation for 2022, the Compensation Committee and Semler Brossy discussed each of the elements of our compensation plan, including cash bonus, long-term incentive equity awards and incentive fee allocations, carefully evaluated details of equity compensation plans within the Company’s peer group and reviewed other relevant company published survey data. Semler Brossy met with members of the Compensation Committee and management in separate meetings and calls regarding these matters. In addition, the Compensation Committee considered the Company’s performance and relative stockholder return, the amount of compensation payable, including annual incentive awards, to similarly situated offcers within our peer group and prior stockholder votes on executive compensation, among other factors, prior to adopting the 2022 Annual Incentive Plan. The 2022 Annual Incentive Plan combines both objective and subjective measures for evaluating cash bonus compensation of our NEOs. In early 2023, the Compensation Committee made annual cash bonus determinations for our NEOs under the 2022 Annual Incentive Plan as further described herein. PEER BENCHMARKING Based on recommendations from Semler Brossy, we effectuated a re-balance of our peer group in 2022 to refect the completion of our digital transformation as well as our company’s size in terms of revenue, assets, market capitalization and enterprise value. Our peer group for 2022 consisted of the following companies: Based on recommendations from Semler Brossy, we added Blue Owl Capital, Cohen & Steers, Federated Hermes, Hamilton Lane, StepStone Group and TPG and removed American Tower, Crown Castle International, CyrusOne, Equinix, Digital Realty Trust, Iron Mountain, SBA Communications, Switch and Uniti Group for 2023. These changes effectuate a re-balance of our peer group to refect our focus on investment management and intent to deconsolidate our digital operating assets. KKR & Co SBA Communications Switch Uniti Group Crown Castle International CyrusOne Digital Realty Trust Equinix Iron Mountain American Tower Apollo Global Management Ares Management Blackstone Group Carlyle Group Toppan Merrill - DigitalBridge [fka Colony Capital_ Inc.] PRE 14A [iXBRL Proxy] ED [AUX] | ltolend | 28-Mar-23 09:40 | 23-2053-3.ea | Sequence: 8 CHKSUM Content: 3781 Layout: 24829 Graphics: 0 CLEAN JOB: 23-2053-3 CYCLE#;BL#: 9; 0 TRIM: 8.25" x 10.75" AS: New York: 212-620-5600 COLORS: DB dark green, DB lgt gray, ~note-color 2, DB med blue, DB dark blue, Black, DB med gray GRAPHICS: none V1.5
COMPENSATION DISCUSSION AND ANALYSIS
In early 2021, the Compensation Committee approved the 2021 executive compensation program, which maintained the meaningful changes implemented with the 2020 executive compensation program based on feedback from the Company’s stockholder outreach campaign as well as further changes to better align the 2021 executive compensation program with the Company’s digital transformation, as highlighted above in “—Executive Summary—Executive Compensation Changes.”

2020/2021 EXECUTIVE COMPENSATION CHANGES

In connection with our accelerated digital transformation and in response to feedback from our stockholders, we implemented meaningful changes to our executive compensation program in order to emphasize long-term alignment of interests of our management with our stockholders, including the following:

Corporate financial metrics focused on digital performance. The 2021 Annual Incentive Plan provides a 75% weighting (up from 60% in the 2019 program) across four corporate financial metrics primarily relating to our digital business:

•Raising Fee-bearing 3rd Party Digital Capital
•Growth in Core Digital Revenues
•Growth in Core Digital Adjusted EBITDA & Fee Related Earnings
•Continued Legacy Asset Monetizations
•
For definitions of these corporate financial metrics, see “—Non-GAAP Financial Measures” below. Unlike prior years’ programs, the 2021 Annual Incentive Plan will not involve core funds from operations, as may be adjusted. In addition, legacy asset monetizations will only represent one-third of the corporate financial metrics component of the 2021 Annual Incentive Plan. By prioritizing digital financial metrics in the 2021 Annual Incentive Plan, our management team will be compensated for strong performance in the Company’s long term focus in digital infrastructure and real estate.

Higher performance thresholds for payout in relative TSR performance-based equity awards and increased portion of all equity awards granted to executives tied to performance-based vesting. Beginning in 2020, the Compensation Committee increased the rigor of the performance payout thresholds of relative TSR performance-based awards by raising the bar for minimum and target payouts to the 25th percentile and 55th percentile, respectively. Additionally, the Compensation Committee adopted a policy that caps payouts of performance-based equity awards at target when absolute TSR is negative. Further, beginning in 2020, the Compensation Committee determined that 50% of all equity awards, whether issued by the Company or a managed investment vehicle, would be subject to performance-based vesting criteria.

Management Changes

We have recently experienced, and expect to continue to experience, substantial changes to our executive management team. Most of our current executive officers were appointed within the past year, including Mr. Ganzi’s appointment as our Chief Executive Officer effective July 1, 2020, Jacky Wu’s appointment as Executive Vice President and our Chief Financial Officer effective on July 1, 2020 and Sonia Kim’s appointment as our Chief Accounting Officer, effective January 1, 2021.

In addition, in March 2021, the Company negotiated an agreement with Mr. Barrack, our Founder, Executive Chairman, and prior Chief Executive Officer, pursuant to which, effective as of April 1, 2021, the position of Executive Chairman will be eliminated and Mr. Barrack will be a non-executive member of the Board.

Further, during 2020, we entered into separation agreements with the following individuals who previously served as executive officers:

•Mark M. Hedstrom, our former Executive Vice President, Chief Financial Officer, Chief Operating Officer and Treasurer, separated from the Company effective as of December 23, 2020;
•Darren J. Tangen, our former President, separated from the Company effective April 10, 2020
•Kevin P. Traenkle, our former Chief Investment Officer, separated from the Company effective February 29, 2020

In December 2020, we also entered into an amended and restated employment agreement with Neale W. Redington, our former Chief Accounting Officer, to provide for a transition of his role to Chief Financial Officer, Non-Digital.

The 2020 total direct compensation for our named executive officers was nearly 35% less than the 2019 total direct compensation for our then-current named executive officers, primarily as a result of our 2020 management changes.

See “—Employment Agreements” below for a discussion of the agreements entered into with Messrs. Barrack, Hedstrom, Tangen, Traenkle and Redington.
44 COLONY CAPITAL, INC. 2021 PROXY STATEMENT

COMPENSATION DISCUSSION AND ANALYSIS

Peer Benchmarking

In connection with adopting our executive compensation program for 2020, based on recommendations made by FW Cook and input from management, the Compensation Committee determined to significantly revise the Company’s peer group 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. These 2020 peer group changes re-balanced the Company’s peer set to include REITs that focus on data center industries.

Our peer group for 2020 consisted of the following companies:

Apollo Global Management
Ares Management
Blackstone Group
Carlyle Group
CyrusOne
Healthpeak Properties, Inc.
Host Hotels & Resorts
Kennedy-Wilson
KKR & Co
Ladder Capital
Oaktree Capital
QTS Realty Trust
Switch
Ventas
W. P. Carey

Based on recommendations from Semler Brossy, COMPENSATION DISCUSSION AND ANALYSIS Our peer group for 2023 consists of the following companies: 2022 Compensation Decisions Based upon its review of our corporate performance, as described above, and the individual performance of each NEO as discussed in this Compensation Discussion and Analysis, the Compensation Committee approved the compensation amounts outlined in the table below. This table provides a comprehensive summary of each NEO’s total recurring direct compensation for the 2022 performance year. This perspective may be useful in reviewing key incentive compensation decisions, as this is how the Compensation Committee considers performance and pay, with incentive compensation generally refective of prior year’s performance. It should be noted that the table below is not intended to be a substitute for the Summary Compensation Table presented in “Compensation Tables and Related Narrative,” as certain amounts in the table below are different than the amounts in the Summary Compensation Table. The most signifcant differences are that this table (i) refects long-term incentive equity awards granted in March 2023 for the 2022 performance year, while the Summary Compensation Table provides the value of the equity awards for the year in which they were granted and (ii) excludes non-recurring compensation items included in the All Other Compensation column of the Summary Compensation Table. 2022 TOTAL RECURRING DIRECT COMPENSATION (NEOs) Long-Term % Change Annual Cash Incentive Equity Total Direct from Salary Bonus Awards(1) Compensation 2021 to Executive ($) ($) ($) ($)(2) 2022(3) Marc C. Ganzi 1,200,000 1,697,189 2,545,783 5,442,972 (59.1)% Benjamin J. Jenkins 700,000 492,888 1,600,000 2,792,888 n/a Jacky Wu 650,000 900,000 2,000,000 3,550,000 7.4% Ronald M. Sanders 475,000 1,003,380 1,688,000 3,166,379 (22.3)% Liam Stewart 600,000 538,657 1,600,000 2,738,657 n/a Total 3,625,000 4,632,113 9,433,782 17,690,896 n/a nationally recognized independent compensation consultant engaged by the Compensation Committee in November 2020, we added Digital Realty Trust, Equinix, and SBA Communications and removed Host Hotels, Ladder Capital, and Oaktree for 2021. These changes effectuate a re-balance of our peer group to reflect our strategic focus on digital infrastructure and real estate as well as our company’s size in terms of revenue, assets, market capitalization and enterprise value.

Our peer group for 2021 consists of the following companies:

Apollo Global Management
Ares Management
Blackstone Group
Carlyle Group
CyrusOne
Digital Realty Trust
Equinix
Healthpeak Properties, Inc.
Kennedy-Wilson
KKR & Co
QTS Realty Trust
SBA Communications
Switch
Ventas
W. P. Carey

45 COLONY CAPITAL, INC. 2021 PROXY STATEMENT
COMPENSATION DISCUSSION AND ANALYSIS
2020 COMPENSATION DECISIONS

We present the following table of the 2020 total direct compensation (salary, annual cash bonus, long-term incentive equity awards and incentive fee allocations) of our current named executive officers as approved and considered by the Compensation Committee, which supplements and omits certain items required by SEC rules to be reported in the Summary Compensation Table presented in “Compensation Tables and Related Narrative” in this proxy statement.

Total 2020 Direct Compensation (Current NEOs)

ExecutiveSalaryAnnual Cash Bonus
Long-Term Incentive Equity Awards(1)
Incentive Fee Allocations(2)
Total Direct Compensation% Change from 2020 to 2019
Marc C. Ganzi$1,060,000 $3,125,000 $9,375,000 $— $13,560,000 1107 %
Jacky Wu$369,039 (3)$585,000 $427,500 (4)$— $1,381,539 — (3)
Ronald M. Sanders$450,000 $1,350,000 $1,688,000 $885,009 $4,373,009 -19 %
Thomas J. Barrack Jr. (5)
$1,000,000 $4,250,000 $3,500,000 $1,287,135 $10,037,135 -48 %
Total$2,879,039 $9,310,000 $14,990,500 $2,172,144 $29,351,683 14 %

(1)Represents the dollar amount of 2022 grants approved by the Compensation Committee in 2023. (2) Excludes incentive fee allocation payments. See “Incentive Fee Allocations” for a discussion of incentive fee allocations and the variable nature of incentive fee payments. (3) Mr. Jenkins and Mr. Stewart became executive offcers of the Company in March 2022. Elements of Compensation The key elements of our executive compensation program are as follows: KKR & Co StepStone Group TPG Carlyle Group Cohen & Steers Federated Hermes Hamilton Lane Apollo Global Management Ares Management Blackstone Group Blue Owl Capital INCENTIVE FEE OTHER BENEFITS. ALLOCATIONS; AND LONG-TERM INCENTIVE EQUITY AWARDS; ANNUAL CASH BONUS; ANNUAL BASE SALARY; DIGITALBRIDGE 2023 PROXY STATEMENT | 41 Toppan Merrill - DigitalBridge [fka Colony Capital_ Inc.] PRE 14A [iXBRL Proxy] ED [AUX] | ltolend | 28-Mar-23 09:40 | 23-2053-3.ea | Sequence: 9 CHKSUM Content: 57986 Layout: 20172 Graphics: 0 CLEAN JOB: 23-2053-3 CYCLE#;BL#: 9; 0 TRIM: 8.25" x 10.75" AS: New York: 212-620-5600 COLORS: DB dark green, DB lgt gray, DB white, ~note-color 2, DB med blue, DB dark blue, Black, DB med gray GRAPHICS: none V1.5

GRAPHICCOMPENSATION DISCUSSION AND ANALYSIS 42 | DIGITALBRIDGE 2023 PROXY STATEMENT ANNUAL BASE SALARY Base salaries are designed to compensate our executive offcers at a fxed 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 offcer’s role and responsibilities, qualifcations and experience, past performance, unique skills, future potential with our Company, compensation paid for similar positions within our peer group (including other comparable companies, as applicable) and internal pay equity. The table below sets forth the base salaries of our NEOs for the 2021 and 2022 years: Base Salary Percentage 2021 2022 Change (from Named Executive Offcer ($) ($) 2021 to 2022) Marc C. Ganzi 1,200,000 1,200,000 0% Benjamin J. Jenkins n/a 700,000 n/a Jacky Wu 600,000 650,000 8% Ronald M. Sanders 475,000 475,000 0% Liam Stewart n/a 600,000 n/a ANNUAL CASH BONUS The annual bonus payment is designed to incentivize our executive offcers at a variable level of compensation based on performance of both our Company and each individual. The Compensation Committee considers corporate goals, objectives and performance in determining the annual bonus payment under our Annual Incentive Plan. The table below sets forth the base salaries of our NEOs for the 2021 and 2022 years: Annual Cash Bonus 2021 2022 Change (from Named Executive Offcer ($) ($) 2021 to 2022) Marc C. Ganzi 4,844,052 1,697,189 (65.0)% Benjamin J. Jenkins n/a 492,888 n/a Jacky Wu 1,206,889 900,000 (25.4)% Ronald M. Sanders 1,910,908 1,003,380 (47.5)% Liam Stewart n/a 538,657 n/a 2022 ANNUAL INCENTIVE PLAN OVERVIEW In March 2022, the Compensation Committee established the 2022 Annual Incentive Plan and approved target cash bonuses for our then-current NEOs. The 2022 Annual Incentive Plan provided a 75% weighting across fve corporate fnancial metrics: ! Digital FEEUM Capital Raise (25%) ! Digital IM Revenues (20%) ! Digital Operating Revenues (5%) ! Digital IM Fee Related Earnings (“FRE”) (20%) ! Digital Operating Adjusted EBITDA (5%) Toppan Merrill - DigitalBridge [fka Colony Capital_ Inc.] PRE 14A [iXBRL Proxy] ED [AUX] | ltolend | 28-Mar-23 09:40 | 23-2053-3.ea | Sequence: 10 CHKSUM Content: 30774 Layout: 25420 Graphics: 10753 CLEAN JOB: 23-2053-3 CYCLE#;BL#: 9; 0 TRIM: 8.25" x 10.75" AS: New York: 212-620-5600 COLORS: DB dark green, Yellow, Magenta, Cyan, DB med green, DB med blue, ~note-color 2, Black, DB dark blue, DB med gray GRAPHICS: 2053-3_green_tick_4c_icon.eps, 2053-3_green_tick_4c_icon.eps, 2053-3_green_tick_4c_icon.eps, 2053-3_green_tick_4c_icon.eps, 2053-3_green_tick_4c_icon.eps, 2053-3_green_tick_4c V1.5

GRAPHICCOMPENSATION DISCUSSION AND ANALYSIS In addition, the 2022 Annual Incentive Plan provided a 25% weighting to individual goals and objectives (based on pre-established individual performance targets applicable to the responsibilities of the relevant executive offcer). For 2022, the objective fnancial metric performance hurdles that our NEOs were required to achieve were established in connection with the Company’s budgeted operations for 2022. The Compensation Committee believes that the corporate fnancial metric targets established in the 2022 Annual Incentive Plan were robust and rigorous targets at the time they were established. For 2022, the individual goals component of the 2022 Annual Incentive Plan was based on specifc, measurable goals and objectives, which varied by individual. These individual goals and objectives related to the following fve areas of business focus for the Company during 2022: (1) rotating AUM, (2) growing the investment management business, (3) developing our ESG program, (4) increasing net asset value and stock price and (5) enhancing the effciency of our operations. For each of these areas of focus, the Compensation Committee considered the specifc achievements of the targets and goals that were established, as set forth in the following table: 2022 Management Priorities Results ! Closed in the frst quarter of 2022 for net equity value of $316 million ($161 million in cash and $155 million 5-year seller’s note) ! 34.9 million shares were sold for net proceeds of $201 million in February 2023 ! Close the Wellness Infrastructure Sale in the frst quarter of 2022 ! Wind down BRSP shares over the next 12-18 months ROTATING AUM 1 ! Closed transaction with Wafra in May 2022 to acquire stake in IM business ! Credit and SAF each held frst closes; continued to expand seed portfolio for Ventures with leading Series C round for ConnectBase ! $4.8 billion raised ! Restructure Wafra Investment ! Establish operations for Credit, SAF and Ventures ! Raise $5.0 billion of FEEUM in 2022 GROWING INVESTMENT MANAGEMENT [NTD: GEOFF TO REVIEW.] 2 ! Continued adoption of DRBG’s ESG program at portfolio companies; improvements across the board ! Continue to lead on ESG and DEI; increase all ESG & DEI metrics DEVELOPING OUR ESG PROGRAM 3 ! Risk-off environment created headwinds; we remain optimistic for 2023 ! Organic FRE miss; however, signifcant nominal beat inclusive of Wafra & AMP transactions ! Increase DBRG share price ! Exceed 2022 Guidance INCREASING NET ASSET VALUE AND STOCK PRICE 4 ! Run-rate recurring cash fows expected to become positive following the AMP transaction closing and beginning of SAF/Credit fees ! Achieve positive recurring corporate cash fows ENHANCING THE EFFICIENCY OF OUR OPERATIONS 5 DIGITALBRIDGE 2023 PROXY STATEMENT | 43 Toppan Merrill - DigitalBridge [fka Colony Capital_ Inc.] PRE 14A [iXBRL Proxy] ED [AUX] | ltolend | 28-Mar-23 09:40 | 23-2053-3.ea | Sequence: 11 CHKSUM Content: 56220 Layout: 38714 Graphics: 0 CLEAN JOB: 23-2053-3 CYCLE#;BL#: 9; 0 TRIM: 8.25" x 10.75" AS: New York: 212-620-5600 COLORS: DB dark green, DB white, ~note-color 2, DB med blue, DB dark blue, Black, DB med gray GRAPHICS: none V1.5

GRAPHICCOMPENSATION DISCUSSION AND ANALYSIS 44 | DIGITALBRIDGE 2023 PROXY STATEMENT Based on achievement levels of the performance goals and related payout percentages described below, we paid the following amounts to our NEOs as annual cash bonuses for 2022 based on the following overall payout percentage of the target opportunity for each of our NEOs: 2022 Annual Cash Bonus Name Payout Percentage of Target ($) Marc C. Ganzi 118% 1,697,189 Benjamin J. Jenkins 70% 492,888 Jacky Wu(1) 100% 900,000 Ronald M. Sanders 70% 1,003,380 Liam Stewart 70% 538,657 (1) Per Mr. Wu’s amended and restated employment agreement, the Company is required to pay his 2022 incentive compensation at minimum of target. In March 2023, the Compensation Committee determined the performance and payout levels that were achieved for our annual cash bonuses for 2022 based on available fnancial results for the corporate fnancial metrics component and based on the individual goals and objectives component described below. The following summarizes the performance and payout decisions made by the Compensation Committee for each of the performance goals established in the 2022 Annual Incentive Plan: Other NEO Payout CEO Payout Minimum Target Maximum Actual Percentage of Percentage of Performance Goal ($ in million) Target(1) Target(1) Digital FEEUM Capital Raise 3,535.0 4,535.0 5,535.0 4,825.6 129% 230% Digital IM Revenues 175.5 195.0 214.5 176.1 3% 5% Digital Operating Revenues 41.5 46.1 50.7 47.4 127% 225% Digital IM FRE 108.0 120.0 132.0 96.3 0% 0% Digital Operating Adjusted EBITDA 21.2 23.6 26.0 24.1 123% 214% Individual Goals & Objectives Varies by individual (0-200%)(2) 100% 150% (1) Payout range under the 2022 Annual Incentive Plan was established at 0-425% for our Chief Executive Offcer and 0-200% for each of our other NEOs, with linear interpolation for performance between the minimum and maximum ranges set forth above. (2) The Compensation Committee determined that the payout percentage for the individual goals & objectives component was 100% for each of our NEOs other than our Chief Executive Offcer. LONG-TERM INCENTIVE EQUITY AWARDS The Compensation Committee approved the following long-term incentive equity award grants to our NEOs for 2022. The actual number of shares or restricted stock units, as applicable, granted pursuant to each type of award was based on the dollar amount of the award divided by the closing price of our Class A common stock on the third trading day following the release of the Company’s earnings for the year ended December 31, 2021. DBRG DBRG Total Long- % of DBRG Total Long-Term DBRG Time- Performance- Term Incentive Incentive Equity Award Based Award Based Award Equity Award Time- Performance-Name ($) ($) ($) Based Based Marc C. Ganzi 3,633,048 3,633,048 7,266,096 50% 50% Benjamin J. Jenkins(1) 450,000 — 450,000 100% — Jacky Wu 750,000 750,000 1,500,000 50% 50% Ronald M. Sanders 844,000 844,000 1,688,000 50% 50% Liam Stewart(1) 1,200,000 — 1,200,000 100% — Toppan Merrill - DigitalBridge [fka Colony Capital_ Inc.] PRE 14A [iXBRL Proxy] ED [AUX] | ltolend | 28-Mar-23 09:40 | 23-2053-3.ea | Sequence: 12 CHKSUM Content: 12580 Layout: 61262 Graphics: 0 CLEAN JOB: 23-2053-3 CYCLE#;BL#: 9; 0 TRIM: 8.25" x 10.75" AS: New York: 212-620-5600 COLORS: DB dark green, DB med green, DB med blue, ~note-color 2, Black, DB dark blue, DB med gray GRAPHICS: none V1.5

GRAPHICCOMPENSATION DISCUSSION AND ANALYSIS (1) Messrs. Jenkins and Stewart became NEOs following amendments to their employment agreements on March 28, 2022, which was after the date we issued awards for 2022 performance. We do not issue performance-based restricted stock units to employees other than our NEOs, so at the time of grants, Messrs. Jenkins and Stewart received only time-based restricted Class A common stock. The DBRG time-based award for 2022 performance was issued in shares of our restricted Class A common stock and vests annually over a three-year period, subject to continued employment. The DBRG performance-based award for 2022 performance was issued in restricted stock units and has a three-year performance period (March 15, 2022 to March 14, 2025) with payout opportunity ranging from zero to 200% of the target value, depending on the relative total stockholder return performance of our company as compared to our peer group for 2022. Recipients of the 2022 DBRG performance-based award will not be entitled to receive dividends or dividend equivalents before performance-based vesting has occurred. As part of the meaningful changes to our 2020 executive compensation program, the Compensation Committee increased the rigor of the performance payout thresholds of relative TSR performance-based awards by raising the bar for minimum and target payouts to the 25th percentile and 55th percentile, respectively, for performance periods beginning after 2021. For the 2022 DBRG performance-based award, these increased bars were continued, and the following table provides the scale which will be used to determine the payout percentage (if any) upon completion of the three-year performance cycle for such awards: Relative TSR Percentile for the Performance Cycle % of Target Restricted Stock Units Vested Less than 25th percentile 0% At or greater than 25th percentile, but less than 30th percentile 50% 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 55th percentile 90% At or greater than 55th 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% Further, the Compensation Committee determined that for performance-based awards beginning in 2020, payouts will be capped at 100% of target when absolute TSR is negative. 2020 PSU awards The performance-based award for 2020 was issued in restricted stock units and had a three-year performance period (March 15, 2020 to March 14, 2023) with payout opportunity ranging from zero to 200% of the target value, depending on the relative TSR of the Company as compared to the Company’s peer group for 2020. Based on our TSR during the performance period relative to the peer group, our percentile rank was 31st and, as a result, our NEOs for 2020 earned 60% of the 2020 performance-based award, which amount was settled in shares of our Class A common stock as follows: Mr. Ganzi—7,333; Mr. Sanders—33,333; Ms. Kim 4,139. DIGITALBRIDGE 2023 PROXY STATEMENT | 45 Toppan Merrill - DigitalBridge [fka Colony Capital_ Inc.] PRE 14A [iXBRL Proxy] ED [AUX] | ltolend | 28-Mar-23 09:40 | 23-2053-3.ea | Sequence: 13 CHKSUM Content: 36184 Layout: 29481 Graphics: 0 CLEAN JOB: 23-2053-3 CYCLE#;BL#: 9; 0 TRIM: 8.25" x 10.75" AS: New York: 212-620-5600 COLORS: DB dark green, ~note-color 2, DB med blue, DB dark blue, Black, DB med gray GRAPHICS: none V1.5

GRAPHICCOMPENSATION DISCUSSION AND ANALYSIS 46 | DIGITALBRIDGE 2023 PROXY STATEMENT INCENTIVE FEE ALLOCATIONS The Company may earn incentive fees from its managed private funds and investment companies. Incentive fees are determined based on the performance of the investment vehicles subject to the achievement of minimum return hurdles in accordance with the terms set out in the respective governing agreements. As these hurdles are negotiated with third-party investors who have an interest to set hurdles as high as possible, we believe the hurdles established are rigorous. In general, hurdle rates for incentive fee allocations are met when our third-party investors receive 7-9% annualized returns, after which we are entitled to receive 10-20% of profts. A portion of the incentive fees earned by the Company (generally 60-65%) is allocated to senior management, investment professionals and certain other employees of the Company. The incentive fee allocations awarded to our employees, including our executive offcers, are generally subject to vesting over a three to four year period. Because the amount payable pursuant to the incentive fees is directly tied to the applicable vehicle’s performance, we believe that incentive fee allocations promote a strong alignment of interests between the investors in those funds and our NEOs, and in turn, benefts our stockholders. In addition, most alternative asset managers, including several of our peers, use incentive fee allocations as a signifcant means of compensating and motivating their executives and investment professionals, and we believe that we must do the same in order to attract and retain the top talent. Further, incentive fee allocations are paid by our third-party investors and, as a result, such incentive fee allocations paid to our management team do not impact our general and administrative expense on a net basis. As we cannot predict the timing and amount of future payments in respect of incentive fee allocations, we do not solely use incentive fee allocations to compensate our executives and instead have maintained a traditional corporate compensation structure (i.e., base salary, annual cash bonus and long-term incentives). However, as the Company’s digital investment management business continues to grow, it is expected that incentive fee allocations from the digital investment management business may become a more signifcant portion of executive compensation. Our Compensation Committee continues to evaluate the structure and elements of our executive compensation program, including but not limited to the potential increase in incentive fee allocation payments over time. Individual incentive fee allocations to our executive offcers are approved by the Compensation Committee and based on recommendations made by management. The investment fee allocation is subject to certain time-based vesting conditions, which we believe fosters employment retention. Amounts paid to our NEOs in respect of incentive fee allocations are disclosed in the “All Other Compensation” column in the Summary Compensation Table. A portion of incentive fee allocations payable is generally not distributed to the recipient and is instead held in escrow in order to enhance the recipient’s ability to satisfy any future clawback obligation, however, the amount refected in the Summary Compensation Table is inclusive of the amounts held in escrow. We exclude accrued but unvested incentive allocation payments from the periods disclosed in the Summary Compensation Table in recognition that such amounts remain subject to forfeiture and are therefore not refective of compensation paid or earned by the NEOs during such periods. OTHER BENEFITS The Company provides a comprehensive benefts program to executives, including our NEOs, which mirrors the program offered to our other employees. These benefts include, among other things, a 401(k) plan with matching contributions from the Company equal to 100% of the frst 5% of employee contributions and health and welfare benefts. Our NEOs participate on the same terms as other employees under these plans. The Company may also provide, from time to time, certain perquisites to our NEOs, including pursuant to the terms of their employment agreements (see “Employment Agreements” below). Refer to “Compensation Tables and Related Narrative—Summary Compensation Table” below for additional information. Toppan Merrill - DigitalBridge [fka Colony Capital_ Inc.] PRE 14A [iXBRL Proxy] ED [AUX] | ltolend | 28-Mar-23 09:40 | 23-2053-3.ea | Sequence: 14 CHKSUM Content: 16373 Layout: 725 Graphics: 0 CLEAN JOB: 23-2053-3 CYCLE#;BL#: 9; 0 TRIM: 8.25" x 10.75" AS: New York: 212-620-5600 COLORS: DB dark green, ~note-color 2, DB med blue, DB dark blue, Black, DB med gray GRAPHICS: none V1.5

GRAPHICCOMPENSATION DISCUSSION AND ANALYSIS Compensation Risk Management The Compensation Committee oversees all of our executive compensation policies and practices. In structuring our executive compensation program, the Compensation Committee is focused on enhancing the alignment of interest between our executive management and our stockholders. We believe that any risks arising from our policies and practices are not reasonably likely to have a material adverse effect on us, including as a result of our clawback policy and stock ownership guidelines discussed below. CLAWBACK POLICY In August 2021, our Compensation Committee amended our clawback policy by expanding the scope of conduct by our employees which may result in clawbacks by the Company. With respect to compensation for our executive offcers on or after January 10, 2017, the Compensation Committee may require the repayment or forfeiture of incentive payments to an executive offcer on the basis of our performance in the event that (i) there may be a restatement of our fnancial statements fled with the SEC and a lower payment would have been made to the executive offcer based upon the restated fnancial results, or (ii) it may be subsequently determined that the achievement of a performance goal (other than fnancial results covered in (i)) was not met or was only met at a level that would have resulted in a lower payment to the executive offcer and such executive offcer knowingly provided inaccurate information that caused the incorrect determination and was terminated for cause. Pursuant to this clawback policy, our Board may require the repayment or forfeiture of the amount by which any of the individual executive offcer’s incentive payments received during the three-year period preceding either the publication of the restated fnancial statements or the determination that achievement was not met (or only met at a lower level), respectively, exceeded the lower payment that would have been made based on the restated fnancial statements or such determination. In addition, the clawback policy provides that if the Board determines that an employee of the Company has engaged in conduct detrimental to the Company on or after August 4, 2021, whether or not in the scope of his or her employment with the Company, that does cause, or is reasonably likely to cause, signifcant reputational harm to the Company, the Compensation Committee may, in its discretion, (i) recover all or part of any equity-based incentive compensation made to such employee during the three year period prior to such determination, (ii) recover all or part of any distributions made to such employee during the three year period prior to such determination in respect of carried interest allocations, or (iii) revoke any carried interest allocations made to such employee during the three year period prior to such determination. The Compensation Committee expects to amend the clawback policy to comply with new NYSE rules that will be effective in the third quarter of 2023. STOCK OWNERSHIP GUIDELINES Our Compensation Committee adopted minimum equity ownership guidelines for our executive offcers. Pursuant to these guidelines, such executive offcers are expected to own an aggregate number of shares of common stock, restricted stock units of DigitalBridge or common membership units in our Operating Company (“OP Units”) or long-term incentive units in our Operating Company (“LTIP Units”), whether vested or not, with an aggregate market value as follows: Title Guideline Chief Executive Offcer and President """""" A multiple of 6X base salary in effect from time-to-time Chief Financial Offcer """" A multiple of 4X base salary in effect from time-to-time Other Executive Offcers """ A multiple of 3X base salary in effect from time-to-time For purposes of determining compliance with these guidelines, equity that remains subject to performance-based vesting conditions (i.e., vesting based on the satisfaction of criteria other than, or in addition to, continued employment) is not counted. Ownership includes shares or units owned: (a) by such person directly or indirectly through a broker or other nominee holder; (b) by such person’s immediate family members sharing such person’s household; (c) by trusts for the beneft of such person or such person’s DIGITALBRIDGE 2023 PROXY STATEMENT | 47 Toppan Merrill - DigitalBridge [fka Colony Capital_ Inc.] PRE 14A [iXBRL Proxy] ED [AUX] | ltolend | 28-Mar-23 09:40 | 23-2053-3.ea | Sequence: 15 CHKSUM Content: 48182 Layout: 29481 Graphics: 0 CLEAN JOB: 23-2053-3 CYCLE#;BL#: 9; 0 TRIM: 8.25" x 10.75" AS: New York: 212-620-5600 COLORS: DB dark green, ~note-color 2, DB med blue, DB dark blue, Black, DB med gray GRAPHICS: none V1.5

GRAPHICCOMPENSATION DISCUSSION AND ANALYSIS 48 | DIGITALBRIDGE 2023 PROXY STATEMENT immediate family members; (d) by entities controlled by such person and/or such person’s spouse and 50%of which a majority of the equity interests are owned by such person or such person’s immediate family members; or (e) in such person’s 401(k) plan, individual retirement account or employee stock purchase or deferred compensation plan. Compliance with these guidelines is measured as of the end of each fscal year and, for any executive offcer who did not hold such position as of the date these guidelines were adopted, compliance will frst be measured as of the end of the ffth full fscal year following the year in which such offcer was initially appointed to such position. All of our NEOs were in compliance with the policy as of the December 31, 2022, or are on track to be by the frst applicable measurement date. Compensation Tables and Related Narrative Summary Compensation Table The following table shows the compensation for each of our NEOs in accordance with Item 402(c) of Regulation S-K. In 2022, the successful DataBank recapitalization and two other transactions resulted in carried interest payments to the Company and certain NEOs, which are included in ‘All Other Compensation.’ For a discussion of these transactions and the associated benefts to the Company, see “Extraordinary Incentive Fees Paid in 2022” above. For an overview of the decrease in compensation actually paid to our NEOs from 2021 to 2022, see “Pay Versus Performance—Compensation Actually Paid and Cumulative TSR.” Non-Equity Stock Incentive Plan All Other Total Salary Bonus Awards(1) Compensation Compensation Compensation Name Year ($) ($) ($) ($) ($) ($) 2022 1,200,000 — 7,246,051 1,697,189 28,178,268(2) 38,321,508 2021 1,200,000 — 10,922,100 4,844,052 5,492,882(3) 22,459,034 2020 1,060,000 3,125,000 176,489 — 454,290(4) 4,815,779 2022 700,000 — 424,552 492,888 18,253,513(2) 19,870,954 2022 650,000 266,000 1,545,578(5) 634,000 567,361(2) 3,662,939(5) 2021 600,000 — 4,190,479 1,206,889 254,095(3) 6,251,463 2020 369,039(6) 585,000 858,883 — 12,641(4) 1,825,563 2022 475,000 — 1,746,474(5) 1,003,380 536,626(2) 3,761,480(5) 2021 475,000 — 1,966,564 1,910,908 26,677(3) 4,379,149 2020 450,000 1,350,000 802,221 — 917,649(4) 3,519,870 2022 600,000 — 1,132,136 538,657 1,019,946(2) 3,290,739 (1) Represents the grant date fair value, computed in accordance with FASB ASC Topic 718, of awards that were granted to our NEOs. The awards in this column include grants of (i) restricted shares of Class A common stock, which vest in three annual installments following the date of grant, subject generally to the executive’s continued employment with us or any of our subsidiaries through the applicable vesting dates; and (ii) restricted stock units which remain subject to the achievement of cumulative performance goals for a three-year period following the grant date (see “Compensation Discussion and Analysis-Elements of Compensation—Long-Term Incentive Equity Awards” for a discussion regarding the performance goals for these awards) and are generally subject to time-based conditions that vest ratably over the three-year period. The fair value of the restricted shares of our Class A common stock was determined based on our stock price on the grant date. A discussion of the assumptions used in calculating the grant date fair value of the restricted stock units is set forth in Note 15 of the consolidated fnancial statements in the Marc C. Ganzi Chief Executive Offcer and President Benjamin J. Jenkins President and Chief Investment Offcer Jacky Wu Executive Vice President, Financial Offcer and Treasurer Ronald M. Sanders Executive Vice President, General Counsel and Secretary Liam Stewart Chief Operating Offcer Toppan Merrill - DigitalBridge [fka Colony Capital_ Inc.] PRE 14A [iXBRL Proxy] ED [AUX] | ltolend | 28-Mar-23 09:40 | 23-2053-3.ea | Sequence: 16 CHKSUM Content: 59104 Layout: 51249 Graphics: 0 CLEAN JOB: 23-2053-3 CYCLE#;BL#: 9; 0 TRIM: 8.25" x 10.75" AS: New York: 212-620-5600 COLORS: DB dark green, DB lgt green, ~note-color 2, DB med blue, DB dark blue, Black, DB med gray GRAPHICS: none V1.5

GRAPHICCOMPENSATION DISCUSSION AND ANALYSIS Company’s Annual Report on Form 10-K for the fscal year ended December 31, 2022. As required by SEC rules, the amounts shown in the Summary Compensation Table for the restricted stock units that are subject to performance conditions are based upon the probable outcome on the grant date, which is consistent with the estimate of aggregate compensation cost to be recognized over the service period determined as of the grant date under FASB ASC Topic 718, excluding the effect of estimated forfeitures. If we assumed achievement of the highest level of the performance goals and vesting conditions.
for the restricted stock units would be achieved at the grant date, the value of the awards at the grant date would have been as follows: (A) For 2020: Marc C. Ganzi—$160,356 and Ronald M. Sanders—$728,888. (B) For 2021: Marc C. Ganzi—$11,483,984; Jacky Wu—$523,677; and Ronald M. Sanders—$2,067,733. (C) For 2022: Marc C. Ganzi—$7,636,916; Jacky Wu—$1,576,548; and Ronald M. Sanders—$1,774,149. See “Compensation Discussion and Analysis-Elements of Compensation—Long-Term Incentive Awards.” (2)Reflects Represents (i) $20,233,254, $13,201,020, $230,539, $402,697 and $554,806 paid to Messrs. Ganzi, Jenkins, Wu, Sanders and Stewart, respectively, in respect of incentive fee allocation payments that accruedallocations (see “Extraordinary Incentive Fees Paid in 2019 but were vested2022” above), (ii) $712,251 in reimbursements to Mr. Ganzi for private air travel, (iii) $5,480,739, $3,865,808, $63,670, $33,957 and paid in 2020. Neither of$106,116 received by Messrs. Ganzi, orJenkins, Wu, Sanders and Stewart, respectively, pursuant to the allocation of 50% of the contingent consideration received anyfrom Wafra as additional bonus compensation to management to be paid on behalf of certain employees to fund a portion of their share of capital contributions to the DigitalBridge funds, as approved by the Compensation Committee, (iv) $1,707,721, $1,174,058, $213,465 and $213,465 paid to Messrs. Ganzi, Jenkins, Wu and Stewart, respectively, in respect of the MIP, (v) $103,057 and $36,388 in relocation expenses paid to Mr. Wu and Mr. Stewart, respectively, (vi) $2,576, $217, $1,576, $34,070 and $775 in cash dividends on unvested stock paid to Messrs. Ganzi, Jenkins, Wu, Sanders and Stewart, respectively, and (vii) matching contributions in connection with the Company’s 401(k) plan, the standard Company-paid portion of premiums toward the cost of health coverage under our group health insurance plan and premiums toward the cost of our standard life insurance coverage. See “Certain Relationships and Related Transactions—MIP” for a discussion of the MIP, which was terminated by the Board on March 27, 2023. Amounts with respect to incentive fee allocations (which could be used to fund potential future clawback obligations if any were to arise) and the MIP include amounts retained and allocated for distribution to the respective NEO, but not yet distributed to the NEO as of December 31, 2022. (3) Represents (i) for Mr. Ganzi, $1,114,839 in respect of incentive fee allocations, $937,992 in connection with services provided to a DBH portfolio company during 2020, $1,532,933 received pursuant to the allocation paymentsof 50% of the contingent consideration received from Wafra as additional bonus compensation to management to be paid on behalf of certain employees to fund a portion of their share of capital contributions to the DigitalBridge funds, as approved by the Compensation Committee, and $491,379 in 2020.
(3)reimbursements for private air travel, (ii) $1,390,000 and $173,750 paid to Messrs. Ganzi and Wu, respectively, in respect of the MIP, (iii) $68,353 in relocation expenses paid to Mr. Wu, and (iv) matching contributions in connection with the Company’s 401(k) plan, the standard Company-paid portion of premiums toward the cost of health coverage under our group health insurance plan, premiums toward the cost of our standard life insurance coverage. See “Certain Relationships and Related Transactions—MIP” for a discussion of the MIP, which was terminated by the Board on March 27, 2023. Amounts with respect to incentive fee allocations (which could be used to fund potential future clawback obligations if any were to arise) and the MIP include amounts retained and allocated for distribution to the respective NEO, but not yet distributed to the NEO as of December 31, 2022. (4) Represents (i) $885,009 paid to Mr. Sanders in respect of incentive fee allocations, (ii) for Mr. Ganzi, $430,448 in connection with services provided to a DBH portfolio company during 2019, and (iii) matching contributions in connection with the Company’s 401(k) plan, the standard Company-paid portion of premiums toward the cost of health coverage under our group health insurance plan and premiums toward the cost of our standard life insurance coverage. Amounts with respect to incentive fee allocations (which could be used to fund potential future clawback obligations if any were to arise) include amounts retained and allocated for distribution to the respective NEO, but not yet distributed to the NEO as of December 31, 2022. (5) Includes incremental value resulting from the modifcation of certain equity awards outstanding as of December 9, 2022, in the case of Mr. Sanders, and September 27, 2022, in the case of Mr. Wu, in connection with amendments to their respective employment agreements. See “Employment Agreements” below. (6) Represents the pro rata portion of Mr. Wu’s 2020 salary represents a pro-rated amount of his $475,000 annual base salary based on the commencement of his employment with the Company on March 23, 2020. Because Mr.DIGITALBRIDGE 2023 PROXY STATEMENT | 49 Toppan Merrill - DigitalBridge [fka Colony Capital_ Inc.] PRE 14A [iXBRL Proxy] ED [AUX] | ltolend | 28-Mar-23 09:40 | 23-2053-3.ea | Sequence: 17 CHKSUM Content: 55102 Layout: 13530 Graphics: 0 CLEAN JOB: 23-2053-3 CYCLE#;BL#: 9; 0 TRIM: 8.25" x 10.75" AS: New York: 212-620-5600 COLORS: DB dark green, ~note-color 2, DB med blue, DB dark blue, Black, DB med gray GRAPHICS: none V1.5

GRAPHICCOMPENSATION DISCUSSION AND ANALYSIS 50 | DIGITALBRIDGE 2023 PROXY STATEMENT 2022 Grants of Plan-Based Awards Table The following table provides information about awards granted in 2022 to each of our NEOs. There were no option awards in 2022. Estimated Possible Payouts Estimated Possible Payouts All Other Stock Under Non-Equity Incentive Under Equity Incentive Awards: Number Plan Awards Plan Awards of Shares of Grant Date Approval Grant Threshold Target(1) Maximum Threshold Target(2) Maximum(2) Stock or Units(3) Fair Value Name Date Date ($) ($) ($) (#) (#) (#) (#) ($) 2/15/2022 3/15/2022 — — — — — — 125,278 3,427,606 2/15/2022 3/15/2022 — — — 62,639 125,278 250,556 — 3,818,473 3/25/2022 3/25/2022 — 1,440,000 6,120,000 — — — — — 2/15/2022 3/15/2022 — — — — — — 15,517 424,545 3/25/2022 3/25/2022 — 700,000 1,400,000 — — — — — 2/15/2022 3/15/2022 — — — — — — 25,862 707,584 2/15/2022 3/15/2022 — — — 12,931 25,862 51,724 — 788,274 3/25/2022 3/25/2022 — 900,000 1,800,000 — — — — — 2/15/2022 3/15/2022 — — — — — — 29,104 796,285 2/15/2022 3/15/2022 — — — 14,552 29,104 58,208 — 887,090 3/25/2022 3/25/2022 — 1,425,000 2,850,000 — — — — — 2/15/2022 3/15/2022 — — — — — — 41,379 1,132,129 3/25/2022 3/25/2022 — 765,000 1,530,000 — — — — — (1) Represents the target cash bonuses approved by the Compensation Committee on March 25, 2022 under the 2022 Annual Incentive Plan for our NEOs. For information about the cash bonus amounts actually earned by each of our NEOs, please refer to the “Non-Equity Incentive Plan Compensation” column of the Summary Compensation Table above. Amounts are considered earned in fscal year 2022, although they were not paid until 2023. For additional information about the 2022 Annual Incentive Plan, see “Compensation Discussion and Analysis-Elements of Compensation-Annual Cash Bonus.” (2) Represents awards of restricted stock units, which are subject to vesting based on the achievement of performance goals for the three-year period ending March 15, 2025 and, other than for Messrs. Wu joinedand Sanders as a result of their employment agreements with the Company, are generally subject to continued employment through such date. Dividends (if any) are accrued with respect to these equity awards, and are paid only if and when the restricted stock units are earned. For additional information about the 2022 performance-based awards, see “Compensation Discussion and Analysis-Elements of Compensation-Long-Term Incentive Equity Awards.” Other than with respect to Messrs. Jenkins and Stewart, represents 50% of the long-term equity incentive award for 2022 granted by the Company to our NEOs. (3) Represents awards of restricted shares of our Class A common stock, which are subject to time-based vesting in 2020, Mr.three equal installments beginning on March 15, 2022 and, other than for Messrs. Wu did not receive any compensation from usand Sanders as a result of their employment agreements with the Company, are generally subject to continued employment. Dividends (if any) are paid currently with respect to these equity awards prior to vesting, including all dividends with a record date on or after March 15, 2022. Other than with respect to Messrs. Jenkins and Stewart, represents 50% of the long-term equity incentive award for 2019.2022 granted by the Company to our NEOs. Marc C. Ganzi Benjamin J. Jenkins Jacky Wu Ronald M. Sanders Liam Stewart Toppan Merrill - DigitalBridge [fka Colony Capital_ Inc.] PRE 14A [iXBRL Proxy] ED [AUX] | ltolend | 28-Mar-23 09:40 | 23-2053-3.ea | Sequence: 18 CHKSUM Content: 43825 Layout: 14747 Graphics: 0 CLEAN JOB: 23-2053-3 CYCLE#;BL#: 9; 0 TRIM: 8.25" x 10.75" AS: New York: 212-620-5600 COLORS: DB dark green, DB lgt green, ~note-color 2, DB med blue, DB dark blue, Black, DB med gray GRAPHICS: none V1.5
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GRAPHIC ExcludesCOMPENSATION DISCUSSION AND ANALYSIS Discussion of Summary Compensation and Grants of Plan-Based Awards Tables The terms of the CFO Sign-On Award,awards set forth in the 2022 Grants of Plan-Based Awards Table relating to the manner in which these awards are treated in connection with a termination of employment or change of control are described below in “Compensation Tables and Related Narrative-Potential Payments on Termination or Change of Control.” Outstanding Equity Awards at Fiscal Year End 2022 The following table sets forth certain information with respect to outstanding equity awards as of December 31, 2022 with respect to our NEOs. No option awards were outstanding as of December 31, 2022. Stock Awards Equity Incentive Plan Equity Incentive Plan Awards: Awards: Number of Market or Payout Value of Number of Shares or Market Value of Shares or Unearned Shares, Units Unearned Shares, Units or Units of Stock that Units of Stock that Have or Other Rights that Other Rights that Have Not Have Not Vested(1) Not Vested(2) Have Not Vested(3) Vested(2) Name (#) ($) (#) ($) Marc C. Ganzi 257,636 2,818,538 2,829,926 30,959,390 Benjamin J. Jenkins 21,675 237,125 470,492 5,147,182 Jacky Wu 156,520 1,712,329 34,637 378,929 Ronald M. Sanders 70,721 773,688 119,307 1,305,219 Liam Stewart 77,489 847,730 4,952 54,175 (1) Includes the following restricted shares of Class A common stock with respect to such NEO: Vesting Date: March 15, August 9, March 15, September 14, August 9, March 23, March 15, Name 2025 2024 2024 2023 2023 2023 2023 Total Marc C. Ganzi 41,760 — 105,901 — — — 109,975 257,636 Benjamin J. Jenkins 5,173 — 8,251 — — — 8,251 21,675 Jacky Wu 8,621 29,509 11,546 — 29,509 65,790 11,545 156,520 Ronald M. Sanders 9,702 — 21,250 — — — 39,769 70,721 Liam Stewart 13,793 — 15,444 32,809 — — 15,443 77,489 (2) The value of the awards refected in the table is based on a price per share or unit of $10.94, which was the closing price of our common stock as of December 30, 2022. (3) Except as described in the Footnotes to the following table, includes the following restricted stock units (representing a target amount) that are subject to vesting based on the achievement of performance goals over a three-year period and generally subject to continued employment through such date, with respect to such NEO. See “Compensation Discussion and Analysis-Elements of Compensation-Long-Term Incentive Equity Awards” for a description of the performance-based awards. Performance End Date Name March 14, 2025 July 25, 2024 March 14, 2024 March 15, 2023 Total Marc C. Ganzi 125,278 2,500,000(A) 192,426 12,222 2,829,926 Benjamin J. Jenkins — — 9,237 — 9,237 Jacky Wu 25,862 — 8,775 — 34,637 Ronald M. Sanders 29,104 — 34,647 55,556 119,307 Liam Stewart — — 4,952 — 4,952 (A) Refects a sign-on performance-based equity award, granted concurrentlyto Mr. Ganzi in connection with the commencement of his employment with the Company and designation as our CEO-elect in July 2019, in the amount of 2,500,000 LTIP Units. The LTIP Units will vest if the closing price of the Company’s Class A common stock is at DIGITALBRIDGE 2023 PROXY STATEMENT | 51 Toppan Merrill - DigitalBridge [fka Colony Capital_ Inc.] PRE 14A [iXBRL Proxy] ED [AUX] | ltolend | 28-Mar-23 09:40 | 23-2053-3.ea | Sequence: 19 CHKSUM Content: 35239 Layout: 14478 Graphics: 0 CLEAN JOB: 23-2053-3 CYCLE#;BL#: 9; 0 TRIM: 8.25" x 10.75" AS: New York: 212-620-5600 COLORS: DB dark green, ~note-color 2, DB med blue, DB dark blue, Black, DB med gray GRAPHICS: none V1.5

GRAPHICCOMPENSATION DISCUSSION AND ANALYSIS 52 | DIGITALBRIDGE 2023 PROXY STATEMENT or above $40.00 during regular trading on the New York Stock Exchange over any 90 consecutive trading days during the fve-year performance period ending on July 25, 2024. Option Exercises and Stock Vested in 2022 The following table sets forth certain information with respect to stock awards vesting during the year ended December 31, 2022 with respect to our NEOs. Restricted Stock Awards Performance-Based Equity Awards Number of Number of Shares Acquired Value Realized Shares Acquired Value Realized on Vesting on Vesting on Vesting on Vesting Name (#) ($)(1) (#) ($)(1) Marc C. Ganzi 68,216 1,866,390 — — Benjamin J. Jenkins 3,079 84,241 — — Jacky Wu 98,223 2,522,943 — — Ronald M. Sanders 38,492 1,053,141 15,165 429,473 Liam Stewart 1,651 45,171 — — (1) Based on the closing price of our Class A common stock on the NYSE on the date of vesting. Potential Payments on Termination or Change of Control TERMINATION/CHANGE OF CONTROL COMPENSATION TABLE The following table shows the potential payments to our NEOs upon a termination of employment without cause or for good reason, upon a change of control of DigitalBridge and upon the death or disability of the executive offcer based on agreements and plans in effect as of December 31, 2022. The types of events constituting cause, good reason, disability and a change of control differed in some respects among the different arrangements providing for benefts to the NEOs; however, for consistency in presentation, our executive compensation arrangements have been grouped together based on these concepts without regard for any such differences. Our NEOs were not entitled to any payments if they were terminated for cause or resigned without good reason. In preparing the tables below, we assumed the applicable event (i.e., termination, change of control or death or disability) occurred on December 31, 2022. Market values of equity awards were determined by multiplying the applicable number of shares or units by $10.94, the per share closing price of our Class A common stock as of December 31, 2022. Termination Without Cause or Change of Control Change of Control Death or for Good Reason Without Termination With Termination Disability Name Payments/Benefts ($) ($) ($) ($) Marc C. Ganzi Severance Payment 9,443,454(1) — 9,443,454(1) 1,440,000(2) Equity Award Acceleration(3) 2,818,538 2,818,538 2,818,538 2,818,538 Benjamin J. Jenkins Severance Payment 3,244,821(1) — 3,244,821(1) 700,000(2) Equity Award Acceleration(3) 237,125 — 237,125 237,125 Jacky Wu Severance Payment 9,550,000(4) — 9,550,000(4) 3,540,217(5) Equity Award Acceleration(3) — — — 1,712,329 Ronald M. Sanders Severance Payment 8,403,273(6) — 8,403,273(6) 3,757,796(7) Equity Award Acceleration(3) 773,688 — 773,688 773,688 Liam Stewart Severance Payment 3,578,454(1) — 3,578,454(1) 765,000(2) Equity Award Acceleration(3) 847,730 — 847,730 847,730 Toppan Merrill - DigitalBridge [fka Colony Capital_ Inc.] PRE 14A [iXBRL Proxy] ED [AUX] | ltolend | 28-Mar-23 09:40 | 23-2053-3.ea | Sequence: 20 CHKSUM Content: 24044 Layout: 13711 Graphics: 0 CLEAN JOB: 23-2053-3 CYCLE#;BL#: 9; 0 TRIM: 8.25" x 10.75" AS: New York: 212-620-5600 COLORS: DB dark green, DB lgt green, ~note-color 2, DB med blue, DB dark blue, Black, DB med gray GRAPHICS: none V1.5

GRAPHICCOMPENSATION DISCUSSION AND ANALYSIS (1) Pursuant to the employment agreements discussed under “Employment Agreements,” represents (i) a lump sum cash payment equal to two times (or, for Mr. Ganzi, three times) the sum of the executive’s average base salary and the target bonus in effect, (ii) lump sum payment of any unpaid bonus for 2021, if any, (iii) the lump sum pro-rata target bonus for the effective period of employment for the year ended December 31, 2022, assuming the bonus was not paid in calendar year 2022, (iv) continued medical, dental and vision benefts at active employee rates for 24 months and (v) the continuation of certain benefts for 24 months following termination, but excludes any perquisites and other personal benefts or property, if any, with an aggregate value less than $10,000. For Mr. Ganzi, also includes the continued use of his offce and the services of a personal assistant, in each case, commensurate with those provided prior to the date of termination, for 18 months following termination. (2) Pursuant to the employment agreements discussed under “Employment Agreements,” represents (i) any unpaid bonus for 2021, if any, and (ii) the pro-rata target bonus for the effective period of employment for the year ended December 31, 2022, assuming the bonus was not paid in calendar year 2022, in either case, which is payable in lump sum by the Company upon termination of the NEO’s employment by us due to their death or disability. For purposes of the employment agreements, “disability” is defned as physical or mental incapacity that substantially prevents the NEO from performing their duties and that has continued for at least 180 consecutive days. (3) Pursuant to the employment agreements discussed under “Employment Agreements,” represents the value of all equity awards of the Company that would fully vest upon termination of the NEO’s employment by us without cause, by the NEO with good reason or upon death or disability. Amount excludes (i) the value of performance-based restricted stock units, which are subject to performance-based conditions over a three-year period ending March 14, 2023, March 14, 2024 and March 14, 2025, and (ii) for Mr. Ganzi, excludes the value of performance-based LTIP Units, subject to performance based conditions over a fve-year period ending July 25, 2024, all as set forth in Footnote 3 to the “Outstanding Equity Awards at Fiscal Year End 2022” table above. Following the conclusion of the performance period of the performance-based restricted stock units, the NEO would be entitled to the number of units (with a potential payout percentage between 0 and 200% for the units subject to the performance period ending March 14, 2023, March 14, 2024 and March 14, 2025 that would have been earned had the NEO been an employee of the Company at such time. Following the conclusion of the performance period of the performance-based LTIP Units, Mr. Ganzi would be entitled to the number of LTIP Units (with a potential payout percentage of 0% or 100%) that would have been earned had Mr. Ganzi been an employee of the Company at such time. In addition, amounts exclude carried interests, which are subject to achievement of minimum return hurdles in accordance with the terms set out in the respective governing agreements for the Company’s managed private funds and other investment vehicles. (4) Mr. Wu’s amended and restated employment agreement does not provide for payments upon termination of employment for good reason. Represents the “CFO Expiration Date Items” with certain modifcations that would apply if the Board moved the CFO Expiration Date to December 31, 2022, as described under Employment Agreements—Employment Agreements with Other Named Executive Offcers—Jacky Wu.” (5) Represents a lump sum payment equal to $1,540,217 (determined pursuant to the provisions in March 2020,Mr. Wu’s amended and CFO True-Up Award, which was granted in March 2021 in order to correct an administrative error in therestated employment agreement, as described under “Employment Agreements—Employment Agreements with Other Named Executive Offcers—Jacky Wu”) and issuance of the CFO Sign-On2022 Target LTIP Award. See “Elements(6) Mr. Sanders’ amended and restated employment agreement does not provide for payments upon termination of Compensation—Long-Term Equity Incentive Awards—CFO Sign-On Award/CFO True-Upemployment for good reason. Represents the “CLO Expiration Date Items” with certain modifcations that would apply if the Board moved the CLO Expiration Date to December 31, 2022, as described under Employment Agreements—Employment Agreements with Other Named Executive Offcers—Ronald M. Sanders.” (7) Represents a lump sum payment equal to $644,796 (determined pursuant to the provisions in Mr. Sanders’ amended and restated employment agreement, as described under “Employment Agreements—Employment Agreements with Other Named Executive Offcers—Ronald M. Sanders”) and issuance of the 2022 Target LTIP Award.” The tables above do not include payments and benefts to the extent we generally provide them on a non-discriminatory basis to salaried employees upon termination of employment, including: (i) life insurance upon death in the amount of two times the employee’s annual salary but not exceeding a total of $750,000; and (ii) disability benefts. As a result of provisions in each of our NEOs’ employment agreements, in the event that any payment or beneft to be paid or provided to such an executive set forth above would have been subject to the excise tax under Section 4999 of the Code, the payments and benefts to such executive would have been reduced to the extent necessary to avoid the imposition of such excise tax, but only if such reduction would result in a greater after-tax beneft to the executive. The amounts set forth in the table above have not been adjusted to refect any such reduction that might be applicable. DIGITALBRIDGE 2023 PROXY STATEMENT | 53 Toppan Merrill - DigitalBridge [fka Colony Capital_ Inc.] PRE 14A [iXBRL Proxy] ED [AUX] | ltolend | 28-Mar-23 09:40 | 23-2053-3.ea | Sequence: 21 CHKSUM Content: 17296 Layout: 29481 Graphics: 0 CLEAN JOB: 23-2053-3 CYCLE#;BL#: 9; 0 TRIM: 8.25" x 10.75" AS: New York: 212-620-5600 COLORS: DB dark green, ~note-color 2, DB med blue, DB dark blue, Black, DB med gray GRAPHICS: none V1.5

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GRAPHICEffective April 1, 2021,COMPENSATION DISCUSSION AND ANALYSIS 54 | DIGITALBRIDGE 2023 PROXY STATEMENT Employment Agreements The Company has employment agreements with Messrs. Ganzi, Jenkins, Wu, Sanders and Stewart which set forth the positionterms and conditions of their roles with, and their oversight and management of the day-to-day business operations, of the Company. The employment agreements of Messrs. Jenkins and Stewart were amended and restated on March 28, 2022, in connection with their appointments as President and Chief Investment Offcer of the Company and Chief Operating Offcer, of the Company respectively. In addition, the Company amended and restated the employment agreement of Mr. Wu on September 27, 2022 and Mr. Sanders on December 9, 2022. Below is a summary of the terms of these employment agreements. EMPLOYMENT AGREEMENT WITH MARC C. GANZI Mr. Ganzi’s employment agreement sets forth the terms and conditions of Mr. Ganzi’s service as our Chief Executive ChairmanOffcer. The agreement became effective on July 25, 2019 and has an initial term of fve years following such date, subject to automatic renewals of additional successive one-year periods unless either party provides at least 180 days’ advance notice of non-renewal. The agreement provides that Mr. Ganzi will devote his full business time (other than vacation time, holidays, sick days and periods of disability) and attention to the performance of his duties to the Company, but will be eliminatedpermitted to engage in certain other outside activities, so long as those duties and activities do not unreasonably interfere with the performance of his duties to the Company under the agreement. In addition, the agreement provides that Mr. Ganzi’s principal place of business during the term of the agreement will be in Boca Raton, Florida; however, if Mr. Ganzi is required to engage in travel during the term of the agreement that results in him having to perform a signifcant portion of his duties at a location other than Boca Raton, Florida, and Mr. BarrackGanzi determines to relocate his principal place of residence to a city in proximity to that other location, then the Company will pay for all reasonable relocation and return expenses that he incurs on a basis which is grossed up for taxes, with such payments subject to the approval of the Board, not to be unreasonably withheld. The agreement further provides that Mr. Ganzi will receive an annual base salary of not less than $1,060,000 and will be eligible to receive an annual cash bonus with a non-executive membertarget amount of no less than $1,200,000, which will be based on achievement of specifed performance measures as set forth in the agreement or as otherwise mutually agreed by Mr. Ganzi and the Board. In connectionaddition, Mr. Ganzi will also be eligible to receive annual grants of equity and equity-based awards with a target value initially set at $1,800,000, subject to annual review by the foregoing, the Company entered into, among other agreements,Board (or a separation agreement with Mr. Barrack on March 30, 2021. See “—Employment Agreements—Separation Agreement with Thomas J. Barrack, Jr.,” “—Compensation Tables and Related Narrative,” “Certain Relationships and Related Transactions-Employment Agreements and Separation Agreements” and the related compensation tables for information regarding our separation agreement with, and payments to becommittee thereof). In addition, at least 50% of such grants made to, Mr. Barrack.

As discussed above, in light of the COVID-19 pandemic, during 2020, the Compensation Committee determined to compensate executive officers for 2020 generally consistent with target. However, after further evaluation following year end, the Compensation Committee determined to increase Mr. Ganzi’s annual cash bonus and long-term incentive equity award and to increase Mr. Wu’s annual cash bonus to $585,000. The Compensation Committee’s decision to compensate Messrs. Ganzi and Wu at higher than target was primarily in recognition of management’s significant achievements of key strategic priorities during 2020, including but not limited to:

•implementing the Company’s digital transformation with $22 billion in digital investments in both the Company’s balance sheet and its digital funds,
•achieving approximately 90% growth in digital FEEUM, with an over $4 billion first close in DCP II and raising over $3 billion in co-investments,
•harvesting $700 million of legacy assets and executing an agreement to exit the Company’s hospitality segment (which exit was completed in March 2021),
•rotating the Company’s AUM to 58% digital (and more than 60% pro forma for the sale of the Company’s hospitality segment) from just 33% at the beginning of 2020,
•streamlining the organization with $55 million of g&a savings achieved on a run rate basis through 2020,
46 COLONY CAPITAL, INC. 2021 PROXY STATEMENT
COMPENSATION DISCUSSION AND ANALYSIS
•implementing significant investor outreach initiatives with the Company’s stock price appreciating more than 350% from its trough in March 2020 (or more than 240% from its trough in March 2020 to December 31, 2020) compared to a 78% increase for the S&P 500 and 64% increase for the MSCI US REIT index,
•optimizing the Company’s capital structure focused on deleveraging and flexibility by restructuring the Company’s corporate revolver, issuing $300 million of exchangeable notes to retire a portion of the $400 million of convertible notes due 2021, and
•achieving liquidity through the $400 million strategic investment from Wafra (which was subsequently increased to over $500 million) and legacy asset monetizations.

STOCKHOLDER ENGAGEMENT &2020 SAY-ON-PAY VOTE

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

At our 2020 annual meeting of stockholders, our stockholders voted on the say-on-pay advisory proposal to approve the compensation paid to our named executive officers. Although the Compensation Committee had made meaningful and significant changes to our 2020 executive compensation program in response to feedback received from our stockholders in connection with our 2019 say-on-pay vote, the percentage of votes cast in favor of the say-on-pay advisory proposal decreased to approximately 42% at our 2020 annual meeting.

In light of the voting results on the say-on-pay resolution, the Chairman of our Compensation Committee directly engaged with most of our larger institutional investors, some of whom voted against the resolution, to solicit feedback and better understand their individual concerns on our overall executive compensation program and corporate governance. Following outreach with stockholders representing more than 50% of our outstanding shares, during February 2021, the Chair of our Compensation Committee (John L. Steffens) met with nine of our top 15 stockholders, representing approximately 35% of our outstanding shares. Neither our Executive Chairman, Chief Executive Officer, nor any other named executive officer, participated in any of these meetings with stockholders. All of the feedback received was shared with the full Board of Directors.

Although Mr. Steffens sought specific feedback on any issues of concern regarding our executive compensation program, we did not limit the agenda, and the meetings generally allowed for free-flowing discussions. In addition to executive compensation, these discussions included topics such as:

•ESG and sustainability initiatives;
•board diversity and refreshment;
•the Company’s digital transformation; and
•corporate governance matters.

The feedback we received from our stockholder outreach campaign was overwhelmingly positive regarding the meaningful changes implemented in the Company’s 2020 executive compensation program and the enhanced transparency around certain compensation matters in the Company’s 2020 proxy statement. In addition, certain stockholders praised our dedication to ESG initiatives, including our Board’s recent prioritization of diversity in its refreshment.

We also had constructive dialogue with stockholders regarding our executive compensation program. The majority of the feedback related to the corporate financial metrics in our annual incentive plan for determining annual cash bonuses, including how these metrics may change as the Company completes its digital transformation. In addition, we received feedback from certain stockholders that our use of incentive fee allocations as an element of compensation should be more prominently discussed in our Compensation Discussion & Analysis.

We strongly considered the feedback received on our executive compensation program from stockholders in implementing our executive compensation program for 2021.
47 COLONY CAPITAL, INC. 2021 PROXY STATEMENT
COMPENSATION DISCUSSION AND ANALYSIS
What We Heard From StockholdersHow our Compensation Committee Responded
Performance goals related to the digital business and legacy businesses should be separated
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Implemented a 2021 Annual Incentive Plan with specific and separate performance goals tied to digital performance
Peer group used for compensation benchmarking should be updated to better reflect the Company’s digital transformation
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Re-balanced 2021 peer group to add digital-focused companies and eliminate peers in legacy businesses that the Company will vest based on time-based vesting conditions in no more than three equal annual installments and up to 50% will vest subject to both time-based and performance-based vesting conditions over a vesting period no longer engagethan three years. The portion of any such annual grant subject, in
Compensation should be more heavily weighted towards long-term equity in order to align; however, equity compensation should be used efficiently, with consideration given to dilution
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For 2021, 75% of the CEO’s bonus opportunity was paid in long-term incentive equity, with 50% of such equity tied part, to performance-based vesting conditions will be structured to provide an additional opportunity to earn up to 200% of the target amount of such award in the event the performance thresholds established by the Board (or committee thereof) are met. The employment agreement also provides that, for the 2021 performance year, Mr. Ganzi’s annual gross compensation (i.e., base salary, cash bonus and equity and equity-based awards) shall be no less than $2,500,000. In addition, Mr. Ganzi will receive allocations in respect of carried interests in respect of funds managed by the Company as follows: (1) for any carried interest allocated during the term of Mr. Ganzi’s employment with respect to a successor fund to Digital Colony Partners or other fund related to relative TSR. In considering long-term incentive equity awardsdigital infrastructure (the “DBP Funds”), Mr. Ganzi will be allocated 15% of the carried interest earned from such funds, and (2) for 2021,any carried interest allocated during the Compensation Committee reviewed and consideredterm of Mr. Ganzi’s employment as the Company’s historicalChief Executive Offcer with respect to any fund or similar vehicle managed by the Company (other than the DBP Funds, the Company’s ffth distressed credit fund and anticipated burn-rate andany product that its burn-rate is below ISS burn rate benchmarks for both Real Estate and Diversified Financial companies
Enhance disclosure of incentive fee allocations
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Presented enhanced disclosure in this Proxy Statement regarding incentive fee allocations
The 2020 meaningful changes madehas completed raising capital prior to the structureJuly 1, 2020), Mr. Ganzi will be allocated 10% of the Annual Incentive Plan shouldcarried interest earned from such funds. A product will be maintained
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Implemented the 2021 Annual Incentive Plan with 75% (up from 60% in prior years) of payout tiedconsidered to corporate financial metrics and 25% (down from 40% in prior years) of payout tied to individual goals & objectiveshave completed raising capital even if, after July 1, 2020, such product raises capital for follow-on investments. Toppan Merrill - DigitalBridge [fka Colony Capital_ Inc.] PRE 14A [iXBRL Proxy] ED [AUX] | ltolend | 28-Mar-23 09:40 | 23-2053-3.ea | Sequence: 22 CHKSUM Content: 23695 Layout: 725 Graphics: 0 CLEAN JOB: 23-2053-3 CYCLE#;BL#: 9; 0 TRIM: 8.25" x 10.75" AS: New York: 212-620-5600 COLORS: DB dark green, ~note-color 2, DB med blue, DB dark blue, Black, DB med gray GRAPHICS: none V1.5
The 2020 meaningful changes made to increase the rigor of relative TSR goals should all be maintained
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Maintained for 2021 performance-based LTIP awards that (1) increased threshold for minimum payout from 10th percentile to 25th percentile; (2) increased target payout from 50th percentile to 55th percentile performance ranking; and (3) policy to cap payouts at 100% of target when absolute TSR is negative
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 incentive fee allocations and other compensation matters.

See “Executive Compensation Changes” below for additional details.

ELEMENTS OF COMPENSATION

The key elements of our executive compensation program 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.

48 COLONY CAPITAL, INC. 2021 PROXY STATEMENT

COMPENSATION DISCUSSION AND ANALYSIS
The base salary for each named executive officer (other than Mr. Wu, who joined the Company in March 2020) for 2020 was the same as it was for 2019. The 2020 base salaries for Messrs. Barrack, Ganzi and Wu were also equal to the minimum base salary provided in their respective employment agreements. The table below sets forth the base salaries of our named executive officers for the 2019 and 2020 years:

BASE SALARY
NAMED EXECUTIVE OFFICER20192020PERCENTAGE CHANGE (from 2019 to 2020)
Marc C. Ganzi(1)
$1,060,000 $1,060,000 0.0 %
Jacky Wu$— $475,000 0.0 %
Ronald M. Sanders$450,000 $450,000 0.0 %
Neale W. Redington$350,000 $350,000 0.0 %
Thomas J. Barrack, Jr.$1,000,000 $1,000,000 0.0 %
Mark M. Hedstrom$500,000 $500,000 (2)

0.0 %
Darren J. Tangen$550,000 $550,000 (2)

0.0 %
Kevin P. Traenkle$500,000 $500,000 (2)

0.0 %
(1)For 2021, Mr. Ganzi’s annual base salary was increased to $1,200,000.
(2)In connection with the departures of Messrs. Hedstrom, Tangen and Traenkle, such named executive officers did not receive their respective full year base salaries in 2020.


Annual Cash Bonus

The annual bonus payment is designed to incentivize our executive officers at a variable level of compensation based on performance of both our Company and each individual. The Compensation Committee considers corporate goals, objectives and performance in determining the annual bonus payment.

In March 2020, the Compensation Committee approved 2020 target cash bonuses for our then-current named executive officers (including the Company’s former President, who left the Company in April 2020, the Company’s former Executive Vice President, Chief Financial Officer and Chief Operating Officer, who left the Company in December 2020 and the Company’s former Chief Accounting Officer, who transitioned his role effective January 1, 2021), which in the aggregate represented an approximate 8% decrease from the aggregate 2019 target cash bonuses for those same named executive officers. In addition, the Compensation Committee established the 2020 Annual Incentive Plan, which provided (i) a 75% weighting (up from 60% in the 2019 program) across three corporate financial metrics (including a company-wide measure of operating performance measuring core funds from operations (“Core FFO”), excluding net gains and as may be further adjusted for net gains in investment management, and two key strategic objectives to raise new third party capital and monetize assets), and (ii) a 25% weighting (down from 40% 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).

Prior to the onset of the COVID-19 pandemic in 2020, the Company’s wellness infrastructure and hospitality businesses were significant drivers of Core FFO. As a result of the COVID-19 pandemic, including the preventative measures taken to alleviate the public health crisis, including domestic and international travel bans, and “stay-at-home” orders issued by local, state and federal authorities, the revenues and operations of our wellness infrastructure and hospitality business were, and have continued to be, materially and adversely impacted. In addition, COVID-19 has had an adverse impact on the business and financial condition of publicly-traded mortgage REITs, including Colony Credit Real Estate, Inc. (“CLNC”), the Company’s managed mortgage REIT, in which it owns an approximate 36% interest. CLNC’s operations, and the dividend paid to its stockholders (including our company), were also key components of our Core FFO. CLNC, like many mortgage REITs, suspended dividends beginning in the second quarter of 2022, which negatively impacted our liquidity. Further, as a result of the significant disruption and uncertainty in the financial markets as well as the downturn in the U.S. economy caused by the COVID-19 pandemic, our ability to consummate monetizations of non-core, non-digital investments and raise third party capital, two of our key business strategies at the beginning of 2020, was anticipated to be negatively impacted.

In August 2020, following extensive discussions with FW Cook, its former independent compensation consultant regarding, among other matters, potential alternative pay structures, the Compensation Committee determined that it would not base its annual cash bonus decisions for 2020 on the achievement of the pre-established objective financial goals incorporated into the 2020 Annual Incentive Plan. This decision was primarily based on the significant uncertainty in the ability to achieve these goals as well as other corporate objectives becoming more relevant to evaluating the Company’s 2020 operating performance in light of the COVID-19 pandemic’s significant impact on the Company’s businesses. The Compensation Committee’s decision was also based on the inherent difficulties of setting goals for such a short period of time (i.e., less than six months), and the need to retain and motivate our executive officers under such challenging circumstances.

49 COLONY CAPITAL, INC. 2021 PROXY STATEMENT
COMPENSATION DISCUSSION AND ANALYSIS
Following discussions with FW Cook and management, the Compensation Committee anticipated that our executive officers would receive annual cash bonuses for 2020 at the approved target levels.

Due to significant outperformance during 2020, the Compensation Committee decided in early 2021 to re-evaluate its decision to award annual cash bonuses at target levels for Mr. Ganzi and Mr. Wu, who became our Chief Executive Officer and Chief Financial Officer, respectively, on July 1, 2020. The factors the Compensation Committee considered in determining the year-end discretionary cash bonuses for Messrs. Ganzi and Wu were, among others:

2020 CLNY MANAGEMENT PRIORITIESTARGETS AND GOALS ACHIEVED FOR 2020
Deliver on Digital Transformation
•increase digital AUM
•increase digital FEEUM
•harvest legacy assets
•Digital AUM increasedANALYSIS Mr. Ganzi will also be eligible to participate in our beneft plans made available to our senior executive offcers from 33% of total AUMtime to time and to receive reimbursement for certain dues and other business expenses, each as described in 2019 to 58%the employment agreement. The employment agreement provides that, if Mr. Ganzi’s employment is terminated by the end of 2020
•Invested $22BCompany without “cause” (as defned in High-Quality Digital Assets in 2020
•Delivered on Core Digital Growth: ~90% FEEUM growth far exceeding 15% guidance
•Completed nearly $700 million of other equity & debt monetizations
Build Liquidity & Strengthen Capital Structure
•successfully address all near-term 2020/2021 corporate debt maturitiesthe employment agreement and enhance liquidity
•Restructured corporate revolver preserving $450M of liquidity
•Amended covenants to provide runway for digital transformation
•Successfully issued $300M in convertible notes to retire $400M Jan 2021 convertible notes
•Negotiated and closed $400M strategic investment from Wafra (which was subsequently increased to over $500 million), bringing $250M in permanent capital onto balance sheet and more than $250M in capital to support investment in Digital Colony investment products
•Ended 2020 with $737 million of liquidity between corporate cash-on-hand and the Company’s corporate revolver
Streamline Organization
•Complete $40 million of annualized cost savings
• Completed $55 million of annualized cost savings
Grow Digital Investment Management Business
•Successfully launch new products focused on digital infrastructure
•Raised $7.4 billion of new fee-bearing third-party capital through flagship equity, co-invest, and liquid securities strategies representing net growth of 90% of December 31, 2019 FEEUM, far exceeding original 2020 guidance of 15%
•Significant contribution from the successful $4.2 billion first closingincluding non-renewal of the Company's second flagship digital equity fund, DCP II
Increase Net Asset Value (NAV) & Stock Price
•Take steps to restore market confidence and reduce stock price trading discount to NAV
•Colony common stock price increased +350% from its trough in March 2020 to March 2021 (or +240% from its trough in March 2020 to December 2020)

50 COLONY CAPITAL, INC. 2021 PROXY STATEMENT
COMPENSATION DISCUSSION AND ANALYSIS
Based on these determinations, we paid the following amounts to our named executive officers as annual cash bonuses for 2020 based on the following overall payout percentage of the target opportunity for each of our named executive officers:
NAMEPAYOUT PERCENTAGE OF TARGET(1)2020 ANNUAL CASH BONUS
Marc C. Ganzi260 %$3,125,000 
Jacky Wu205 %585,000 
Ronald M. Sanders100 %1,350,000 
Neale W. Redington100 %700,000 
Thomas J. Barrack, Jr.100 %4,250,000 
Mark M. Hedstromn/an/a
Darren J. Tangenn/an/a
Kevin P. Traenklen/an/a
(1)In connection with the departures of Messrs. Hedstrom, Tangen and Traenkle, such named executive officers did not receive annual cash bonuses for 2020.

Long-Term Incentive Equity Awards

The Compensation Committee approved the following long-term incentive equity award grants to our named executive officers for 2020. The actual number of shares or restricted stock units, as applicable, granted pursuant to each type of award was based on the dollar amount of the award dividedagreement by the closing price of our Class A common stock on the third trading day following the release of the Company’s earnings for the year ended December 31, 2019.

NAMECLNY Time-Based Award ($)CLNY Performance-Based Award ($)CLNY
Total Long-Term Incentive Equity Award
($)		% of CLNY Total Long-Term Incentive Equity Award
Time-BasedPerformance-Based
Marc C. Ganzi(1)
$198,000 $198,000 $396,000 50 %50 %
Jacky Wu(2)
1,200,000 n/a1,200,000 100 %— %
Ronald M. Sanders900,000 900,000 1,800,000 50 %50 %
Neale W. Redington437,500 437,500 875,000 50 %50 %
Thomas J. Barrack, Jr.4,000,000 4,000,000 8,000,000 50 %50 %
Mark M. Hedstrom1,187,500 1,187,500 2,375,000 50 %50 %
Darren J. Tangen1,375,000 1,375,000 2,750,000 50 %50 %
Kevin P. Traenkle(3)
— — — — — 
(1)Amounts reflect a pro-rated long-term incentive equity award granted to Mr. Ganzi in accordance with the terms of his employment agreement with the Company.
(2)Amount reflects a sign-on long-term incentive equity award (the “CFO Sign-On Award”) granted to Mr. Wu on March 23, 2020 (the commencement of his employment with the Company), subject to three-year cliff vesting, in accordance with the terms of his employment agreement with the Company. Amount does not include an additional 180,337 shares of the Company’s class A common stock granted to Mr. Wu on March 15, 2021, as a result of an administrative error in the issuance of the CFO Sign-On Award. See “CFO Sign-On Award/CFO True-Up Award” below.
(3)Mr. Traenkle’s separation from the Company was effective on February 29, 2020 and, as a result, Mr. Traenkle was not entitled to receive a long-term incentive equity award for 2020.

The CLNY time-based award for 2020 performance (other than the CFO Sign-On Grant) was issued in shares of our restricted Class A common stock and vests annually over a three-year period, subject to continued employment. The CLNY performance-based award for 2020 performance was issued in restricted stock units and has a three-year performance period (March 16, 2020 to March 15, 2023) with payout opportunity ranging from zero to 200% of the target value, depending on the relative total stockholder return performance of our company as compared to the following 16 peer companies:


51 COLONY CAPITAL, INC. 2021 PROXY STATEMENT
COMPENSATION DISCUSSION AND ANALYSIS
Apollo Global ManagementKKR & Co
Ares ManagementLadder Capital Corp.
Blackstone GroupOaktree Capital
Carlyle GroupQTS Realty Trust
CyrusOneSwitch, Inc.
Healthpeak PropertiesVentas
Host Hotels & ResortsW. P. Carey
Kennedy-Wilson


Recipients of the 2020 CLNY performance-based award will not be entitled to receive distributions or distribution equivalents before performance-based vesting has occurred. The restricted stock units issued as the 2020 CLNY performance-based award will convert into shares of our Class A common stock if and when earned. The 2020 CLNY performance-based award is generally conditioned on continued employment by the recipient, with vesting occurring ratably over the three-year period.
As part of the meaningful changes to our 2020 executive compensation program, the Compensation Committee increased the rigor of the performance payout thresholds of relative TSR performance-based awards by raising the bar for minimum and target payouts to the 25th percentile and 55th percentile, respectively. As a result, for the 2020 CLNY performance-based award, the following table provides the scale which will be used to determine the payout percentage (if any) upon completion of the three-year performance cycle for such awards:
RELATIVE TSR PERCENTILE
FOR THE PERFORMANCE CYCLE
% OF
TARGET RESTRICTED STOCK UNITS VESTED
Less than 25th percentile0%
At or greater than 25th percentile, but less than 30th percentile50%
At or greater than 30th percentile, but less than 40th percentile60%
At or greater than 40th percentile, but less than 50th percentile80%
At or greater than 50th percentile, but less than 55th percentile90%
At or greater than 55th percentile, but less than 60th percentile100%
At or greater than 60th percentile, but less than 70th percentile120%
At or greater than 70th percentile, but less than 80th percentile140%
At or greater than 80th percentile, but less than 90th percentile160%
At or greater than 90th percentile, but less than 100th percentile180%
At 100th percentile200%


Further, the Compensation Committee determined that for performance-based awards for 2020 and going forward, payouts will be capped at 100% of target when absolute TSR is negative.

2018 PSU Awards

The performance-based award for 2018 was issued in restricted stock units and has a three-year performance period (March 16, 2018 to March 15, 2021) with payout opportunity ranging from zero to 125% of the target value, depending on the relative TSR of the Company as compared to the Company’s peer group for 2018. Based on our TSR during the performance period relative to the peer group, our percentile rank was 34th and, as a result, our named executive officers for 2018 earned 60% of the 2018 performance-based award, which amount was settled in shares of our Class A common stock on March 24, 2021 as follows: Mr. Sanders - 47,454; Ms. Kim - 2,181; Mr. Redington - 26,232; Mr. Barrack - 189,183; Mr. Hedstrom - 58,700; Mr. Tangen - 310,121; and Mr. Traenkle - 46,774.

CFO Sign-On Award/CFO True-Up Award

In connection with the commencement of Mr. Wu’s employment with the Company in March 2020, the Company entered into an employment agreement with Mr. Wu effective as of March 23, 2020, regarding his role and responsibilities, including his anticipated future appointment as our Chief Financial Officer. See “Employment Agreements—Employment Agreement with Other Named Executive Officers” below. Pursuant to the employment agreement, and to align incentives with stockholders, Mr. Wu was granted the CFO Sign-On Award concurrently with the commencement of his employment, which had a dollar value of $1,200,000 and was subject to three-year cliff vesting conditions. In accordance with the Company’s general practices regarding sign-on award issuances, the actual number of shares issued pursuant to the CFO Sign-On Award should have been based on the Company’s closing price on March 20, 2020 (the last business day prior to the grant date); however, due to administrative error, the number of shares issued pursuant to the CFO Sign-On Award was based on the Company’s closing price on March 16, 2020. As a result, the CFO Sign-On Award had a grant date fair value of $858,883, which was nearly 30% lower than the value the Compensation Committee had intended to grant to Mr. Wu. In order to correct this administrative
52 COLONY CAPITAL, INC. 2021 PROXY STATEMENT
COMPENSATION DISCUSSION AND ANALYSIS
error and effectuate the Compensation Committee’s original intent for the CFO Sign-On Award, the Compensation Committee approved the issuance to Mr. Wu of 180,337 shares of Class A common stock (the “CFO True-Up Award”), which was granted on March 15, 2021, subject to the same cliff-based vesting conditions as the CFO Sign-On Award. The number of shares granted in the CFO True-Up Award was determined based on the number of shares Mr. Wu would have received if the CFO Sign-On Award had been properly issued in accordance with the Company’s general practices based on the Company’s closing price on March 20, 2020.

Incentive Fee Allocations

The Company may earn incentive fees from its managed private funds, traded and non-traded REITs and investment companies. Incentive fees are determined based on the performance of the investment vehicles subject to the achievement of minimum return hurdles in accordance with the terms set out in the respective governing agreements. As these hurdles are negotiated with third-party investors who have an interest to set hurdles as high as possible, we believe the hurdles established are rigorous. In general, hurdle rates for incentive fee allocations are met when our third-party investors receive 7-9% annualized returns, after which we are entitled to receive 10-20% of profits. A portion of the incentive fees earned by the Company (generally 50-60%) is allocated to senior management, investment professionals and certain other employees of the Company. The incentive fee allocations awarded to our employees, including our executive officers, are generally subject to vesting over a three to four year period. Because the amount payable pursuant to the incentive fees is directly tied to the applicable vehicle’s performance, we believe that incentive fee allocations promote a strong alignment of interests between the investors in those funds and our named executive officers, and in turn, benefits our stockholders. In addition, most alternative asset managers, including several of our peers, use incentive fee allocations as a significant means of compensating and motivating their executives and investment professions, and we believe that we must do the same in order to attract and retain the top talent. Further, incentive fee allocations are paid by our third-party investors and, as a result, such incentive fee allocations paid to our management team do not impact our G&A expense on a net basis.

As we do not expect payments in respect of incentive fee allocations to be material in the near term, we do not solely use incentive fee allocations to compensate our executives and instead have focused on more traditional REIT-based compensation structures (i.e., base salary, annual cash bonus and long-term incentives). However, as the Company’s digital investment management business continues to grow, it is expected that incentive fee allocations from the digital investment management business may become a more significant portion of executive compensation in the future. Our Compensation Committee will continue to evaluate the structure and elements of our executive compensation program, including but not limited to the potential increase in incentive fee allocation payments over time.

Individual incentive fee allocations to our executive officers are approved by the Compensation Committee and based on recommendations made by management. The investment fee allocation is subject to certain time-based vesting conditions, which we believe fosters employment retention.

Our current Chief Executive Officer and Chief Financial Officer did not receive any incentive fee allocation payments in 2020. Amounts paid to our other named executive officers in respect of incentive fee allocations are disclosed in the “All Other Compensation” column in the Summary Compensation Table. For 2020, these amounts include incentive fee allocation payments that accrued in 2019 but vested and were paid in 2020. These incentive fee allocation payments related to legacy asset monetizations that occurred in 2019. We exclude accrued but unvested incentive allocation payments from the periods disclosed in the Summary Compensation Table in recognition that such amounts remain subject to forfeiture and are therefore not reflective of compensation paid or earned by the named executive officers during such periods.

Other Benefits

The Company provides a comprehensive benefits program to executives, including our named executive officers, which mirrors the program offered to our other employees. These benefits include, among other things, a 401(k) plan with matching contributions from the Company equal to 100% of the first 2% of employee contributions plus 50% of the next 3% of employee contributions and health and welfare benefits. Our named executive officers participate on the same terms as other employees under these plans. The Company may also provide, from time to time, certain perquisites to our named executive officers, including pursuant to the terms of their employment agreements (see “—Employment Agreements” below). Refer to “Compensation Tables and Related Narrative—Summary Compensation Table” below for additional information.

COMPENSATION RISK MANAGEMENT

The Compensation Committee oversees all of our executive compensation policies and practices. In structuring our executive compensation program, the Compensation Committee is focused on enhancing the alignment of interest between our executive management and our stockholders. We believe that any risks arising from our policies and practices are not reasonably likely to have a material adverse effect on us, including as a result of our clawback policy and stock ownership guidelines discussed below.
53 COLONY CAPITAL, INC. 2021 PROXY STATEMENT
COMPENSATION DISCUSSION AND ANALYSIS
COLONY CAPITAL CLAWBACK POLICY

With respect to compensation for our executive officers following the January 10, 2017 merger of our predecessor companies (the “Merger”), the Compensation Committee adopted a clawback policy which may require the repayment or forfeiture of incentive payments to an executive officer on the basis of our performance in the event that (i) there may be a restatement of our financial statements filed with the SEC and a lower payment would have been made to the executive officer based upon the restated financial results, or (ii) it may be subsequently determined that the achievement of a performance goal (other than financial results covered in (i)) was not met or was only met at a level that would have resulted in a lower payment to the executive officer and such executive officer knowingly provided inaccurate information that caused the incorrect determination and was terminated for cause. Pursuant to this clawback policy, with respect to compensation payments made following the Merger, our Board may require the repayment or forfeiture of the amount by which any of the individual executive officer’s incentive payments received during the three-year period preceding either the publication of the restated financial statements or the determination that achievement was not met (or only met at a lower level), respectively, exceeded the lower payment that would have been made based on the restated financial statements or such determination.

COLONY CAPITAL STOCK OWNERSHIP GUIDELINES

Our Compensation Committee adopted minimum equity ownership guidelines for our executive officers. Pursuant to these guidelines, such executive officers are expected to own an aggregate number of shares of common stock, restricted stock units of Colony Capital or common membership units in our Operating Company (“OP Units”) or LTIP units, whether vested or not, with an aggregate market value as follows:
TitleGuideline
Chief Executive Officer and PresidentA multiple of 6X base salary in effect from time-to-time
Chief Financial OfficerA multiple of 4X base salary in effect from time-to-time
Other Executive OfficersA multiple of 3X base salary in effect from time-to-time

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

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

EMPLOYMENT AGREEMENTS

The Company has employment agreements with Messrs. Barrack, Ganzi, Wu, Sanders and Redington, which set forth the terms and conditions of their roles with, and their oversight and management of the day-to-day business operations, of the Company. Below is a summary of the terms of these employment agreements.

In addition, on March 30, 2021, we entered into a separation and release agreement with Thomas J. Barrack, Jr. in connection with Mr. Barrack’s separation from the Company effective April 1, 2021. See “—Separation Agreement with Thomas J. Barrack, Jr.” below. Further, during 2020, we entered into separation and release agreements with each of Mark M. Hedstrom, our former Chief Financial Officer, Chief Operating Officer and Treasurer, Darren J. Tangen, our former President, and Kevin P. Traenkle, our former Chief Investment Officer. See “—Other NEO Separation Agreements” below.

Employment Agreement with Thomas J. Barrack, Jr.

Mr. Barrack’s employment agreement assumed in the Merger sets forth the terms and conditions of Mr. Barrack’s service as our Executive Chairman and, prior to July 1, 2020, Chief Executive Officer. The agreement initially became effective on April 2, 2015 and had an initial term of five years following such date, subject to automatic renewals of additional successive one-year periods unless either party provides at least 180 days’ advance notice of non-renewal. An amendment to the agreement was entered into on June 2, 2016, effective upon the closing of the Merger. In addition, a second amendment to the agreement was entered into and became effective as of March 1, 2019, which, among other things extended the end of the initial term from April 2, 2020 to March 1, 2022, which is the third anniversary of the second amendment effective date, subject to automatic renewals of additional successive one-year periods unless either party provides at least 180 days’ advance notice of non-renewal.

54 COLONY CAPITAL, INC. 2021 PROXY STATEMENT
COMPENSATION DISCUSSION AND ANALYSIS
The agreement provides that, in his role as our Chief Executive Officer, Mr. Barrack will have such duties and responsibilities commensurate with such position and have management oversight, either directly or through his direct reports, over each of the Company’s principal business segments as of the second amendment effective date. In his role as our Executive Chairman, Mr. Barrack will perform duties and provide services to us that are reasonably consistent with those he provided to Colony prior to the Merger. The agreement further provides that Mr. Barrack will devote substantially all of his business time and attention to the performance of his duties to us, but will be permitted to perform duties for Colony Capital Holdings, LLC and its affiliates and engage in certain other outside activities, so long as those duties and activities do not unreasonably interfere with the performance of his duties to us.

In addition, the agreement provides that Mr. Barrack’s principal place of business during the term of the agreement will generally be in Los Angeles, California. However, the agreement provides that, if Mr. Barrack is required to engage in travel during the term of the agreement that results in him having to perform a significant portion of his duties at a location other than Los Angeles, California, and Mr. Barrack determines to relocate his principal place of residence to a city in proximity to that other location, then we will pay for all reasonable relocation and return expenses that he incurs on a basis which is grossed up for taxes, with such payments subject to the Board’s approval, not to be unreasonably withheld.
The agreement further provides that Mr. Barrack will receive an annual base salary of not less than $1,000,000 and will be eligible to receive an annual cash bonus with a target amount of no less than $4,000,000, which may be based on achievement of reasonable performance measures established by the Board (or a committee thereof). In addition, Mr. Barrack will also be eligible to receive annual grants of equity-based awards with a target value initially set at 350% of his base salary, subject to annual review by the Board (or a committee thereof). The second amendment also provided that, beginning in 2019, at least 50% of such grant by the Company will vest based on time-based vesting conditions in no more than three equal annual installments and up to 50% will vest subject to both time-based and performance-based vesting conditions over a vesting period no longer than three years. The portion of any such annual equity-based grant subject, in part, to performance-based vesting conditions will be structured to provide an additional opportunity to earn up to 200% of the target amount of such award in the event the performance thresholds established by the Board (or committee thereof) are met.

Mr. Barrack will also continue to receive allocations in respect of carried interests in respect of funds managed by us that were granted to Mr. Barrack prior to the effective date of his employment agreement, and will be eligible to be granted new allocations in respect of carried interests in respect of funds managed by us as is determined by the Board (or a committee thereof) from time to time in consultation with Mr. Barrack. Mr. Barrack will also be eligible to participate in our benefit plans made available to our senior executive officers from time to time and to receive certain perquisites that he was entitled to immediately prior to the effective date of his employment agreement, each as described in the agreement.

The agreement provides that, if Mr. Barrack’s employment is terminated by us without “cause” (as defined in the agreement and including non-renewal of the agreement by us) or by Mr. Barrack for “good reason” (as defined in the agreement and described below), and Mr. Barrack executes a release of claims, he will be eligible to receive (i) a lump sum cash payment equal to three times the sum of his base salary and average annual bonus with respect to the three prior calendar years, (ii) a lump sum cash payment equal to the annual bonus payable in respect of the year prior to the year of termination, if unpaid as of the date of termination, (iii) a pro-rated target bonus for the year of termination, (iv) continued medical, dental and vision benefits at active employee rates for 24 months following termination, (v) the continuation of certain benefits for 24 months following termination, and (vi) full vesting of all equity-based awards of the company, carried interests and other like compensation that he holds, to the extent unvested upon his termination. In addition, the second amendment provides that, for 18 months following the date of such termination, Mr. Barrack will receive continued use of his office and the services of a personal assistant, in each case, commensurate with those provided prior to the date of termination and the continued use of the Company’s corporate jet (if any) for personal use for which Mr. Barrack must reimburse the Company for the cost of any such use on the same terms as in effect prior to the date of termination.

The agreement also provides that if Mr. Barrack provides notice to us of his intention not to renew the agreement upon the scheduled expiration of the initial term or any renewal term, then he will receive (i) a lump sum cash payment equal to the annual bonus payable in respect of the year prior to the year of termination, if unpaid as of the date of termination, (ii) a pro-rated target bonus for the year of termination, and (iii) if such termination occurs upon his retirement on or after his attainment of age 72, full vesting of all equity-based awards of the Company, carried interests and other like compensation that he holds, to the extent unvested upon his termination.

In addition, the employment agreement, as amended by the second amendment in March 2019, provides for a full vesting of all of Mr. Barrack’s equity-based awards of the Company, carried interests and other like compensation that he holds, to the extent unvested upon a change in control (as such term is defined in the CLNY Equity Incentive Plan).
For purposes of the agreement, “good reason” means, in summary, (i) a material diminution in Mr. Barrack’s duties, authority or responsibilities (including failing to maintain Mr. Barrack as a member of the Board) or causing Mr. Barrack to no longer report to the Board or a diminution in his title, (ii) a reduction in Mr. Barrack’s base salary, target annual cash bonus or target annual equity incentive grant then in effect, (iii) a 25-mile relocation of Mr. Barrack’s principal place of business, or (iv) a material breach of the agreement by us.

55 COLONY CAPITAL, INC. 2021 PROXY STATEMENT
COMPENSATION DISCUSSION AND ANALYSIS
If any payments to be made to Mr. Barrack, whether under the agreement or otherwise, would subject Mr. Barrack to the excise tax on so-called “golden parachute payments” in accordance with Sections 280G or 4999 of the Code, then the payments will be reduced to the extent necessary to avoid the excise tax, but only if the amount of the payments after such reduction would result in Mr. Barrack receiving a greater net after-tax benefit than if all of the payments were provided and the excise tax were imposed.

The agreement, through a restrictive covenant agreement included as an exhibit to the agreement, also provides that Mr. Barrack will not, subject to certain listed exceptions for permitted and personal activities, compete with us, or solicit our investors or customers or employees or those of our subsidiaries during his employment with us and for the one-year period following the termination of his employment with us unless his employment is terminated by us without cause (as defined in the agreement and including non-renewal of the agreement by us), by Mr. Barrack for “good reason” (as defined in the agreement and described above), or by us or Mr. Barrack following a change in control (as such term is defined in the CLNY Equity Incentive Plan). The agreement also contains covenants relating to the treatment of confidential information and intellectual property matters and restrictions on the ability of Mr. Barrack and us to disparage the other.

Separation Agreement with Thomas J. Barrack, Jr.

Mr. Barrack’s employment agreement set forth the terms and conditions of Mr. Barrack’s service as our Executive Chairman. On March 30, 2021, the Company entered into a Separation and Release Agreement with Mr. Barrack, pursuant to which effective as of April 1, 2021 (the “Separation Date”), the position of Executive Chairman will be eliminated and Mr. Barrack will be a non-executive member of the Board.

Pursuant to the Separation Agreement, and provided that Mr. Barrack executes a supplemental release of claims, attached as an annex to the Separation Agreement, within 21 days following the Separation Date and does not revoke such supplemental release within seven days of such execution, Mr. Barrack will receive the following benefits and payments provided for in his employment agreement (other than certain fringe benefits), as amended (as described above), consisting of (i) a lump sum cash payment equal to $21,411,978, (ii) a pro-rated target bonus for the year of termination, (iii) continued medical, dental and vision benefits at active employee rates for Mr. Barrack and his eligible dependents for the remainder of Mr. Barrack’s life, and (iv) full vesting of all equity-based awards of the Company and CLNC, carried interests and other like compensation that he holds to the extent unvested on the Separation Date. In addition, under the Separation Agreement, Mr. Barrack will receive certain carried interest allocations in the Company’s second digital flagship fund and, at the Chief Executive Officer’s sole discretion, Mr. Barrack will be eligible to receive carried interest allocations in other Company products for which Mr. Barrack has assisted in deal sourcing or fundraising. Pursuant to the separation agreement, the shares of the Company’s Class A common stock issued in lieu of Mr. Barrack’s 2019 cash bonus will be released from any remaining lock-up restrictions.

In connection with the foregoing, Mr. Barrack also resigned from all other officer and director positions at the Company and its affiliates, other than Mr. Barrack’s position as a non-executive member of the Board of the Company. The separation agreement also provides that, at such time as Mr. Barrack is no longer a member of the Board, Mr. Barrack shall be the Chairman Emeritus of the Company, with compensation for such position to be consistent with the compensation of the Company’s independent directors.

Concurrently, on March 30, 2021, an affiliate of the Company, entered into certain other agreements with Mr. Barrack. “Certain Relationships and Related Transactions-Employment Agreements and Separation Agreements” for additional information.

Employment Agreement with Marc C. Ganzi

Mr. Ganzi’s employment agreement sets forth the terms and conditions of Mr. Ganzi’s service as our Chief Executive Officer. The agreement became effective on July 25, 2019 and has an initial term of five years following such date, subject to automatic renewals of additional successive one-year periods unless either party provides at least 180 days’ advance notice of non-renewal. The agreement provides that Mr. Ganzi will devote his full business time (other than vacation time, holidays, sick days and periods of disability) and attention to the performance of his duties to the Company, but will be permitted to engage in certain other outside activities, so long as those duties and activities do not unreasonably interfere with the performance of his duties to the Company under the agreement.

In addition, the agreement provides that Mr. Ganzi’s principal place of business during the term of the agreement will be in Boca Raton, Florida; however, if Mr. Ganzi is required to engage in travel during the term of the agreement that results in him having to perform a significant portion of his duties at a location other than Boca Raton, Florida, and Mr. Ganzi determines to relocate his principal place of residence to a city in proximity to that other location, then the Company will pay for all reasonable relocation and return expenses that he incurs on a basis which is grossed up for taxes, with such payments subject to the approval of the Board, not to be unreasonably withheld.

The agreement further provides that Mr. Ganzi will receive an annual base salary of not less than $1,060,000 and will be eligible to receive an annual cash bonus with a target amount of no less than $1,200,000, which will be based on achievement
56 COLONY CAPITAL, INC. 2021 PROXY STATEMENT
COMPENSATION DISCUSSION AND ANALYSIS
of specified performance measures as set forth in the agreement or as otherwise mutually agreed by Mr. Ganzi and the Board. In addition, Mr. Ganzi will also be eligible to receive annual grants of equity and equity-based awards with a target value initially set at $1,800,000, subject to annual review by the Board (or a committee thereof). In addition, at least 50% of such grants made by the Company will vest based on time-based vesting conditions in no more than three equal annual installments and up to 50% will vest subject to both time-based and performance-based vesting conditions over a vesting period no longer than three years. The portion of any such annual grant subject, in part, to performance-based vesting conditions will be structured to provide an additional opportunity to earn up to 200% of the target amount of such award in the event the performance thresholds established by the Board (or committee thereof) are met. The employment agreement also provides that, for the 2021 performance year, Mr. Ganzi’s annual gross compensation (i.e., base salary, cash bonus and equity and equity-based awards) shall be no less than $2,500,000. In addition, Mr. Ganzi will receive allocations in respect of carried interests in respect of funds managed by the Company as follows: (1) for any carried interest allocated during the term of Mr. Ganzi’s employment with respect to a successor fund to Digital Colony Partners or other fund related to digital infrastructure (the “DCP Funds”), Mr. Ganzi will be allocated 15% of the carried interest earned from such funds, and (2) for any carried interest allocated during the term of Mr. Ganzi’s employment as the Company’s Chief Executive Officer with respect to any fund or similar vehicle managed by the Company (other than the DCP Funds, the Company’s fifth distressed credit fund and any product that has completed raising capital prior to July 1, 2020), Mr. Ganzi will be allocated 10% of the carried interest earned from such funds. A product will be considered to have completed raising capital even if, after July 1, 2020, such product raises capital for follow-on investments.

Mr. Ganzi will also be eligible to participate in our benefit plans made available to our senior executive officers from time to time and to receive reimbursement for certain dues and other business expenses, each as described in the employment agreement.

The employment agreement provides that, if Mr. Ganzi’s employment is terminated by the Company without “cause” (as defined in the employment agreement and including non-renewal of the agreement by the Company) or by Mr. Ganzi for “good reason” (as definedby Mr. Ganzi for “good reason” (as defned in the employment agreement and described below), and Mr. Ganzi executes, and does not revoke, a general release of claims, he will be eligible to receive (i) a lump sum cash payment equal to three times the sum of his base salary and average annual bonus with respect to the three prior calendar years (or, if any such termination of employment occurs prior to Mr. Ganzi receiving his annual bonus in respect of calendar year 2022, then his target annual bonus that is then in effect), (ii) a lump sum cash payment equal to the annual bonus payable in respect of the year prior to the year of termination, if unpaid as of the date of termination, (iii) a pro-rated target bonus for the year of termination, (iv) continued medical, dental and vision benefits at active employee rates for 24 months following termination, (v) the continuation of certain benefits for 24 months following termination, and (vi) full vesting of all equity and equity-based awards of the Company, carried interests and other like compensation that he holds, to the extent unvested immediately prior to the date of termination. In addition, for 18 months following the date of such termination, Mr. Ganzi will receive continued use of his office and the services of a personal assistant, in each case, commensurate with those provided prior to the date of termination.

The employment agreement also provides that if Mr. Ganzi provides notice to the Company of his intention not to renew the agreement upon the scheduled expiration of the initial term or any renewal term, then he will receive (i) a lump sum cash payment equal to the annual bonus payable in respect of the year prior to the year of termination, if unpaid as of the date of termination and (ii) a pro-rated target bonus for the year of termination.

In addition, the employment agreement provides for full vesting of all of Mr. Ganzi’s equity and equity-based awards of the Company (other than as specified in the terms of the Sign-On Award (as defined below)), carried interests and other like compensation that he holds, to the extent unvested upon a change in control (as such term is defined in the Company’s 2014 Omnibus Stock Incentive Plan).

For purposes of the employment agreement, “good reason” means, in summary, (i) a material diminution in Mr. Ganzi’s duties, authority or responsibilities or a diminution in his title (including (A) modifying Mr. Ganzi’s title and (B) after July 1, 2020, failing to nominate or maintain Mr. Ganzi as a member of the Board) or causing Mr. Ganzi to no longer report to the Board, (ii) a reduction in Mr. Ganzi’s base salary, target annual cash bonus or target annual equity incentive grant as set forth in the employment agreement, (iii) a 25-mile relocation of Mr. Ganzi’s principal place of business from Boca Raton, Florida or, if Mr. Ganzi agrees in writing to establish another location as his principal place of business, such other location, or (iv) a material breach of the agreement by the Company (including, without limitation, failure to timely pay or award Mr. Ganzi’s base salary, target annual cash bonus or target annual equity incentive grant) or any other material agreement between Mr. Ganzi and the Company.

If any payments to be made to Mr. Ganzi, whether under the employment agreement or otherwise, would subject Mr. Ganzi to the excise tax on so-called “golden parachute payments” in accordance with Sections 280G or 4999 of the Internal Revenue Code of 1986, as amended (the “Code”), then the payments will be reduced to the extent necessary to avoid the excise tax, but only if the amount of the payments after such reduction would result in Mr. Ganzi receiving a greater net after-tax benefit than if all of the payments were provided and the excise tax were imposed.

57 COLONY CAPITAL, INC. 2021 PROXY STATEMENT
COMPENSATION DISCUSSION AND ANALYSIS
The employment agreement, through a restrictive covenant agreement which was amended and restated on July 17, 2020, also provides that Mr. Ganzi will not, subject to certain listed exceptions for permitted and personal activities, compete with the Company, or solicit the Company’s investors or customers or employees or those of the Company’s subsidiaries during his employment with the Company and, unless his employment is terminated by the Company without cause (as defined in the agreement), by Mr. Ganzi for “good reason” (as defined in the agreement and described above), or by the Company or Mr. Ganzi following a change in control (as such term is defined in the Company’s equity incentive plan), for the two-year period following the termination of his employment with the Company. The restrictive covenant agreement also contains covenants relating to the treatment of confidential information and intellectual property matters and restrictions on the ability of Mr. Ganzi and the Company to disparage the other.

In addition, in connection with entering into the employment agreement, the Company granted Mr. Ganzi a sign-on performance-based equity grant (the “Sign-On Award”) in the amount of 10,000,000 long-term incentive units in CCOC (“LTIP Units”). The LTIP Units will vest if the closing price of shares of the Company’s Class A common stock, par value $0.01 (the “Class A common stock”) is at or above $10.00 during regular trading on the New York Stock Exchange over any 90 consecutive trading days during the five-year period beginning on July 25, 2019. The Sign-On Award is generally conditioned on Mr. Ganzi’s continued employment until the performance-based condition is satisfied.

Employment Agreements with Other Named Executive Officers

These employment agreements provided for an initial term of two years for Mr. Wu, which began on March 23, 2020, three years for Mr. Sanders, which began on April 2, 2015, and one year, for Mr. Redington, which began on January 1, 2019, with each initial term subject to automatic renewals of additional successive one-year periods unless either party provides at least 180 days’ advance notice of non-renewal. On December 30, 2020, Mr. Redington resigned as the Company’s Chief Accounting Officer effective on January 1, 2021 and concurrently entered into an amended and restated employment agreement with the Company pursuant to which Mr. Redington servs as Managing Director, Chief Financial Officer of the Company’s non-digital business. Mr. Redington’s amended and restated employment agreement provides for an eighteen-month term commencing on January 1, 2021.

Each agreement requires that the executive will devote his full business time and attention to the performance of his duties to us, but will be permitted to engage in certain other outside activities so long as they do not unreasonably interfere with the performance of the executive’s duties to us.

The agreements provide for the payment of a specified base salary to each executive, which is equal to no less than $475,000 for Mr. Wu, $432,000 for Mr. Sanders and $325,000 for Mr. Redington. In January 2019, the Compensation Committee approved increases in the base salaries for Messrs. Sanders and Redington from the amounts stated in their respective employment agreements to $450,000 for Mr. Sanders and $350,000 for Mr. Redington to align salaries with the then-current peer group market median. The agreements also provide that each executive will be eligible to receive an annual cash bonus with a target amount initially set at $285,500 for Mr. Wu, $1,062,500 for Mr. Sanders and $585,000 for Mr. Redington and annual grants of equity-based awards with a target value initially set at $427,500 for Mr. Wu, $680,000 for Mr. Sanders and $732,000 for Mr. Redington, with such amounts subject to annual review by the Board (or a committee thereof). In addition, Messrs. Sanders and Redington will continue to receive allocations in respect of carried interests in respect of funds managed by us that were granted to them prior to the effective date of such employment agreements and Messrs. Wu, Sanders and Redington will be eligible to be granted new allocations in respect of carried interests in respect of funds managed by us as is determined by the Board (or a committee thereof) from time to time in consultation with the applicable executive. The executives will be eligible to participate in certain of our benefit plans made available to our senior executive officers from time to time and to receive certain perquisites that the executives were entitled to receive immediately prior to the effective date of such employment agreements or, for Mr. Wu, that are applicable to senior executive officers of the Company.

The agreements provide that if the executive’s employment is terminated by us without “cause” (as defined in the agreements and including non-renewal of the employment agreements by us), by the executive for “good reason” (as defined in the agreement and described below) or, for Redington pursuant to his amended and restated employment agreement, by Mr. Redington without “good reason” on or after January 1, 2022 (which includes for this purpose the expiration of the employment term provided in his amended and restated employment agreement), and the executive executes a release of claims, he will be eligible to receive (i) a lump sum cash payment equal to the sum of, and for Messrs. Sanders and Redington, two times the sum of, his base salary and average annual bonus with respect to the three prior calendar years (or, for Messrs. Wu and Redington, if any such termination of employment occurs prior to Messrs. Wu and Redington receiving such executive’s annual bonus in respect of calendar year 2023 and 2021, respectively, then such executive’s target annual bonus), (ii) a lump sum cash payment equal to the annual bonus payable in respect of the year prior to the year of termination, if unpaid as of the date of termination, (iii) a pro-rated target bonus for the year of termination, (iv) full vesting of all equity-based awards of the company, carried interests and other like compensation that he holds, to the extent unvested upon his termination and, (v) for Messrs. Sanders and Redington, continued medical, dental and vision benefits at active employee rates for 24 months following termination.
58 COLONY CAPITAL, INC. 2021 PROXY STATEMENT
COMPENSATION DISCUSSION AND ANALYSIS

The agreements provide that if an executive provides notice to us of his intention not to renew the agreement upon the scheduled expiration of the initial term or any renewal term, then he will receive (i) a lump sum cash payment in respect of the annual bonus payable in respect of the year prior to the year of termination, if unpaid as of the date of termination, and (ii) a pro-rated target bonus for the year of termination.

For purposes of the agreements, “good reason” includes, in summary, (i) a material diminution in the executive’s duties, authority or responsibilities or a diminution in the executive’s title or position, (ii) a requirement that the executive report to any person other than our Chief Executive Officer or Executive Chairman, for Mr. Sanders, and the Company’s Chief Executive Officer, President or Co-President, for Mr. Wu, and the Company's Chief Executive Officer, Chief Financial Officer or President, for Mr. Redington, (iii) a reduction in the executive’s base salary, target annual cash bonus or target annual equity incentive grant then in effect, (iv) a 25-mile relocation of the executive’s principal place of business, or (v) a material breach of the agreement by us and for Mr. Wu, a material breach of any other material agreement with the executive by us.
The agreements include a provision providing that if any payments to be made to the executive, whether under the agreement or otherwise, would subject the executive to the excise tax on so-called “golden parachute payments” in accordance with Sections 280G or 4999 of the Code, then the payments will be reduced to the extent necessary to avoid the excise tax, but only if the amount of the payments after such reduction would result in the executive receiving a greater net after-tax benefit than if all of the payments were provided and the excise tax were imposed.

In addition, the agreements, through a restrictive covenant agreement that is included as an exhibit to the agreements, provide that the executives will not, subject to certain exceptions, compete with us, or solicit our investors or customers or employees or those of our subsidiaries during their employment with us and for the one-year period following the termination of their employment with us unless their employment is terminated by us without cause (as defined in the agreement and including non-renewal of the employment agreement by us) or by the executive for “good reason” (as defined in the agreement and described above). The agreements contain covenants relating to the treatment of confidential information and intellectual property matters and restrictions on the ability of the executives and us to disparage the other.

Other NEO Separation Agreements

Each of Mark M. Hedstrom, Darren J. Tangen, and Kevin P. Traenkle had an employment agreement with us dated March 16, 2015 or, for Mr. Hedstrom only, January 1, 2019, which had set forth the terms and conditions of each executive’s service as an executive officer of the Company. The Company entered into a Separation and Release Agreement with each of Messrs. Hedstrom, Tangen and Traenkle, on November 5, 2020, April 1, 2020 and February 26, 2020, respectively, which provided for each such executive’s separation from us, including the entitlement to receive certain benefits and payments provided for in each executive’s employment agreement. A summary of the terms of such Separation and Release Agreements is provided below. The receipt of the benefits described in the table below was conditioned upon each executive’s execution of the supplemental release (and not revoking such release within the applicable revocation period), which contained a general release of claims by each executive against the Company.

In addition, on November 5, 2020, an affiliate of the Company entered into a consulting agreement (the “Consulting Agreement”) with Mr. Hedstrom, pursuant to which Mr. Hedstrom will provide certain services to the Company for a one-year term, commencing on January 1, 2021. Mr. Hedstrom’s services to the Company will include, among others, providing advice and assistance on certain operational matters of the Company and continuing to serve as Chairman of CLNC’s board of directors through CLNC’s 2021 annual meeting of stockholders. The Company will pay a flat fee of $50,000 per month for Mr. Hedstrom’s services under the Consulting Agreement.

59 COLONY CAPITAL, INC. 2021 PROXY STATEMENT
COMPENSATION DISCUSSION AND ANALYSIS
NAME OF FORMER EXECUTIVEEFFECTIVE DATE OF SEPARATIONSEPARATION PAYMENTS/BENEFITS

Mark M. Hedstrom
Former Executive Vice President, Chief Financial Officer, Chief Operating Officer and Treasurer

December 23, 2020
(i) a lump sum cash payment equal to $3,500,000, (ii) a prorated target bonus for the year of termination, (iii) continued medical, dental and vision benefits at active employee rates for 24 months following the Separation Date, (iv) full vesting of all equity-based awards of the Company and CLNC, carried interests and other like compensation that he holds to the extent unvested on the Separation Date and (iv) certain carried interest allocations in connection with certain of the Company’s investments products

Darren J. Tangen
Former President

April 10, 2020
(i) a lump sum cash payment equal to two times the sum of his base salary and average annual bonus with respect to the three prior calendar years (or, if any such termination of employment occurs prior to Mr. Ganzi receiving his annual bonus in respect of calendar year 2022, then his target annual bonus that is then in effect), (ii) a lump sum cash payment equal to the annual bonus payable in respect of the year prior to the year of termination, if unpaid as of the date of termination, (iii) a pro-rated target bonus for the year of termination, (iii)(iv) continued medical, dental and vision benefitsbenefts at active employee rates for 24 months following termination, (v) the Separation Date, (iv)continuation of certain benefts for 24 months following termination, and (vi) full vesting of all equity and equity-based awards of the Company, and CLNC, carried interests and other like compensation that he holds, to the extent unvested immediately prior to the date of termination. In addition, for 18 months following the date of such termination, Mr. Ganzi will receive continued use of his offce and the services of a personal assistant, in each case, commensurate with those provided prior to the date of termination. The employment agreement also provides that if Mr. Ganzi provides notice to the Company of his intention not to renew the agreement upon the scheduled expiration of the initial term or any renewal term, then he will receive (i) a lump sum cash payment equal to the annual bonus payable in respect of the year prior to the year of termination, if unpaid as of the date of termination and (ii) a pro-rated target bonus for the year of termination. In addition, the employment agreement provides for full vesting of all of Mr. Ganzi’s equity and equity-based awards of the Company (other than as specifed in the terms of the Sign-On Award (as defned below)), carried interests and other like compensation that he holds, to the extent unvested upon a change in control (as such term is defned in the Company’s 2014 Omnibus Stock Incentive Plan). For purposes of the employment agreement, “good reason” means, in summary, (i) a material diminution in Mr. Ganzi’s duties, authority or responsibilities or a diminution in his title (including (A) modifying Mr. Ganzi’s title and (B) after July 1, 2020, failing to nominate or maintain Mr. Ganzi as a member of the Board) or causing Mr. Ganzi to no longer report to the Board, (ii) a reduction in Mr. Ganzi’s base salary, target annual cash bonus or target annual equity incentive grant as set forth in the employment agreement, (iii) a 25-mile relocation of Mr. Ganzi’s principal place of business from Boca Raton, Florida or, if Mr. Ganzi agrees in writing to establish another location as his principal place of business, such other location, or (iv) a material breach of the agreement by the Company (including, without limitation, failure to timely pay or award Mr. Ganzi’s base salary, target annual cash bonus or target annual equity incentive grant) or any other material agreement between Mr. Ganzi and the Company. In the event of termination due to death or disability, Mr. Ganzi will receive (i) a lump sum cash payment equal to the annual bonus payable in respect of the year prior to the year of termination, if unpaid as of the date of termination, (ii) a pro-rated target bonus for the year of termination, (iii) full vesting of all equity-based awards of the company (other than as specifed in the terms of the Sign-On Award), carried interests and other like compensation that such executive holds, to the extent unvested upon such termination. If any payments to be made to Mr. Ganzi, whether under the employment agreement or otherwise, would subject Mr. Ganzi to the excise tax on so-called “golden parachute payments” in accordance with Sections 280G or 4999 of the Internal Revenue Code of 1986, as amended (the “Code”), then the payments will be reduced to the extent necessary to avoid the excise tax, but only if the amount of the DIGITALBRIDGE 2023 PROXY STATEMENT | 55 Toppan Merrill - DigitalBridge [fka Colony Capital_ Inc.] PRE 14A [iXBRL Proxy] ED [AUX] | ltolend | 28-Mar-23 09:40 | 23-2053-3.ea | Sequence: 23 CHKSUM Content: 60243 Layout: 29481 Graphics: 0 CLEAN JOB: 23-2053-3 CYCLE#;BL#: 9; 0 TRIM: 8.25" x 10.75" AS: New York: 212-620-5600 COLORS: DB dark green, ~note-color 2, DB med blue, DB dark blue, Black, DB med gray GRAPHICS: none V1.5

GRAPHICCOMPENSATION DISCUSSION AND ANALYSIS 56 | DIGITALBRIDGE 2023 PROXY STATEMENT payments after such reduction would result in Mr. Ganzi receiving a greater net after-tax beneft than if all of the payments were provided and the excise tax were imposed. The employment agreement, through a restrictive covenant agreement which was amended and restated on July 17, 2020, also provides that Mr. Ganzi will not, subject to certain listed exceptions for permitted and personal activities, compete with the Company, or solicit the Company’s investors or customers or employees or those of the Company’s subsidiaries during his employment with the Company and, unless his employment is terminated by the Company without cause (as defned in the agreement), by Mr. Ganzi for “good reason” (as defned in the agreement and described above), or by the Company or Mr. Ganzi following a change in control (as such term is defned in the Company’s equity incentive plan), for the two-year period following the termination of his employment with the Company. The restrictive covenant agreement also contains covenants relating to the treatment of confdential information and intellectual property matters and restrictions on the Separationability of Mr. Ganzi and the Company to disparage the other. In addition, in connection with entering into the employment agreement, the Company granted Mr. Ganzi a sign-on performance-based equity grant (the “Sign-On Award”) in the amount of 2,500,000 LTIP Units. The LTIP Units will vest if the closing price of shares of the Company’s Class A common stock, par value $0.04 (the “Class A common stock”) is at or above $40.00 during regular trading on the New York Stock Exchange over any 90 consecutive trading days during the fve-year period beginning on July 25, 2019. The Sign-On Award is generally conditioned on Mr. Ganzi’s continued employment until the performance-based condition is satisfed. EMPLOYMENT AGREEMENTS WITH OTHER NAMED EXECUTIVE OFFICERS Jacky Wu Mr. Wu’s employment agreement sets forth the terms and conditions of Mr. Wu’s service as our Chief Financial Offcer. The agreement became effective on September 27, 2022 and provides for Mr. Wu’s term of employment to conclude on December 31, 2023. The agreement provides that if a successor chief fnancial offcer of the Company is not satisfactorily established by December 31, 2023, the Board may request that Mr. Wu’s last day of employment be extended, with any such extension being subject to the consent of Mr. Wu (such end date, as may be extended as described above, or accelerated by the Board, as described below, the “CFO Expiration Date”). The agreement provides that Mr. Wu will devote his full business time and attention to the performance of his duties to us, but will be permitted to engage in certain other outside activities so long as such activities do not unreasonably interfere with the performance of his duties to us. The agreement provides for the payment of a specifed base salary of $650,000, an annual cash bonus target of $900,000 and an annual grant of equity-based awards with a target value of $2,000,000, consistent with the terms of Mr. Wu’s prior agreement. The agreement provides that if Mr. Wu’s employment is terminated by reason of expiration of the employment term on the CFO Expiration Date and Mr. Wu executes a release of claims, he will be eligible to receive: (i) a lump sum cash payment equal to $3,100,000, (ii) to the extent unpaid, the target bonus amount in respect of the 2023 calendar year, (iii) to the extent not issued, the issuance of the target value of annual equity-based awards (the “CFO Target LTIP Award”) in respect of the 2023 calendar year, (iv) full vesting of certain fund incentives that are outstanding and unvested, and (v) all equity or equity-based awards relating to the securities of the Company issued to Mr. Wu that are outstanding and unvested, whether subject to time-based vesting or performance-based vesting, will remain outstanding and, notwithstanding the expiration of the employment term, will continue to vest based on the then existing vesting schedule (and, in the case of performance-based awards, based on the level of actual achievement of such performance goals or metrics) (collectively, the “CFO Expiration Date Items”). Mr. Wu’s non-compete Toppan Merrill - DigitalBridge [fka Colony Capital_ Inc.] PRE 14A [iXBRL Proxy] ED [AUX] | ltolend | 28-Mar-23 09:40 | 23-2053-3.ea | Sequence: 24 CHKSUM Content: 32979 Layout: 26126 Graphics: 0 CLEAN JOB: 23-2053-3 CYCLE#;BL#: 9; 0 TRIM: 8.25" x 10.75" AS: New York: 212-620-5600 COLORS: DB dark green, ~note-color 2, DB med blue, DB dark blue, Black, DB med gray GRAPHICS: none V1.5

GRAPHICCOMPENSATION DISCUSSION AND ANALYSIS and non-solicitation obligations will continue for one year after the CFO Expiration Date. If Mr. Wu departs prior to the CFO Expiration Date or is terminated for Cause (as defned in the agreement), Mr. Wu will not receive the CFO Expiration Date Items. In the event of termination due to death or disability prior to the CFO Expiration Date, Mr. Wu will receive (i) a cash payment equal to a pro rata portion of the $3,100,000, (ii) the target annual bonus for 2022 if such termination occurs on or after January 1, 2023 and prior to the payment of the annual bonus for 2022, (iii) a pro-rated target bonus for the year of termination, (iv) the CFO Target LTIP Award for 2022 if such termination occurs on or after January 1, 2023 and prior to issuance of the LTIP Award for 2022, (v) a pro-rated LTIP Award for the year of termination, and (vi) full vesting of all equity-based awards of the company, carried interests and other like compensation that such executive holds, to the extent unvested upon such termination. The agreement also provides that the Board may change the CFO Expiration Date to a date that is earlier than December 31, 2023. At such time, the employment term will end, and after Mr. Wu executes a release of claims, he will be eligible to receive the CFO Expiration Date Items with the following modifcations: (i) to the extent unpaid, payment of the target bonus amount in respect of the 2022 calendar year, (ii) to the extent not issued, issuance of the CFO Target LTIP Award in respect of the 2022 calendar year, (iii) certain fund incentives will vest as if Mr. Wu had remained employed through December 31, 2023, and (iv) Mr. Wu will receive an amount equal to the base salary that would have been paid to executive from the CFO Expiration Date through December 31, 2023. The agreement also includes a provision providing that if any payments to be made to Mr. Wu, whether under the agreement or otherwise, would subject the executive to the excise tax on so-called “golden parachute payments” in accordance with Sections 280G or 4999 of the Code, then the payments will be reduced to the extent necessary to avoid the excise tax, but only if the amount of the payments after such reduction would result in Mr. Wu receiving a greater net after-tax beneft than if all of the payments were provided and the excise tax were imposed. In addition, the agreement, through a restrictive covenant agreement that is included as an exhibit to the agreement, provides that Mr. Wu will not, subject to certain exceptions, compete with us, or solicit our investors or customers or employees or those of our subsidiaries during his employment with us and for the one-year period following the termination of his employment with us. The agreement also contains covenants relating to the treatment of confdential information and intellectual property matters and restrictions on disparagement. Ronald M. Sanders Mr. Sanders’ employment agreement sets forth the terms and conditions of Mr. Sanders’ service as our Chief Legal Offcer. The agreement became effective on December 9, 2022, and provides for Mr. Sanders’ term of employment to conclude on December 31, 2023. The agreement provides that if a successor chief legal offcer of the Company is not satisfactorily established by April 27, 2023, the Board may request that Mr. Sanders’ last day of employment be extended, with any such extension being subject to the consent of Mr. Sanders (such end date, as may be extended as described above, or accelerated by the Board, as described below, the “CLO Expiration Date”). The agreement provides that Mr. Sanders will devote his full business time and attention to the performance of his duties to us, but will be permitted to engage in certain other outside activities so long as such activities do not unreasonably interfere with the performance of his duties to us. The agreement provides for the payment of a specifed base salary of $475,000, an annual cash bonus target of $1,425,000 and an annual grant of equity-based awards with a target value of $1,688,000, consistent with terms previously approved by the Compensation Committee. DIGITALBRIDGE 2023 PROXY STATEMENT | 57 Toppan Merrill - DigitalBridge [fka Colony Capital_ Inc.] PRE 14A [iXBRL Proxy] ED [AUX] | ltolend | 28-Mar-23 09:40 | 23-2053-3.ea | Sequence: 25 CHKSUM Content: 44420 Layout: 61888 Graphics: 0 CLEAN JOB: 23-2053-3 CYCLE#;BL#: 9; 0 TRIM: 8.25" x 10.75" AS: New York: 212-620-5600 COLORS: DB dark green, ~note-color 2, DB med blue, DB dark blue, Black, DB med gray GRAPHICS: none V1.5

GRAPHICCOMPENSATION DISCUSSION AND ANALYSIS 58 | DIGITALBRIDGE 2023 PROXY STATEMENT The agreement provides that if Mr. Sanders’ employment is terminated by reason of expiration of the employment term on the CLO Expiration Date and Mr. Sanders executes a release of claims, he will be eligible to receive: (i) a cash payment equal to the product of (A) two and (B) the sum of (1) Mr. Sanders’ base salary in effect immediately prior to the CLO Expiration Date and (2) the average annual bonus paid in respect of each of the three calendar years prior to the CLO Expiration Date (provided that for these purposes Mr. Sanders’ annual bonus for 2022 shall not be less than target), (ii) to the extent unpaid, the annual bonus in respect of the 2022 calendar year, (iii) to the extent not issued, the issuance of the target value of annual equity-based awards (the “CLO Target LTIP Award”) in respect of the 2022 calendar year (the “2022 LTIP Award”), (iv) a cash payment equal to the product of (A) the target bonus in effect for the 2023 calendar year, and (B) 32% (the “Pro-Rated Percentage”), unless the CLO Expiration Date is extended past April 27, 2023, in which case the payment will be pro-rated based on the period of service in 2023, (v) issuance of LTIP Awards, subject to time-based vesting, equal to the product of (A) the CLO Target LTIP Award in effect for the 2023 and (B) the Pro-Rated Percentage, unless the CLO Expiration Date is extended past April 27, 2023, in which case the payment will be pro-rated based on the period of service in 2023, (vi) full vesting of all fund incentives that are outstanding and unvested, (vii) full vesting of all equity or equity-based awards relating to the securities of the Company issued to Mr. Sanders that are outstanding and unvested, provided that any equity awards subject to performance-based vesting, will remain outstanding and, notwithstanding the expiration of the employment term, will continue to vest based on the level of actual achievement of such performance goals or metrics and (viii) continuation of the Company’s contributions necessary to maintain the Executive’s coverage for the 24 calendar months immediately following the end of the calendar month in which the Expiration Date occurs under the medical, dental and vision programs in which the Executive participated immediately prior to his termination of employment (and such coverage shall include the Executive’s eligible dependents) (collectively, the “CLO Expiration Date Items”). If Mr. Sanders departs prior to the CLO Expiration Date or is terminated for Cause (as defned in the agreement), Mr. Sanders will not receive the CLO Expiration Date Items. In the event of termination due to death or disability prior to the CLO Expiration Date, Mr. Sanders will receive (i) a cash payment equal to the payment described in clause (i) of the preceding paragraph, adjusted pro rata for the period served from December 9, 2022 through the CLO Expiration Date, (ii) the 2022 annual bonus (or target annual bonus for 2022 if the 2022 annual bonus has not been established) if such termination occurs on or after January 1, 2023 and prior to the payment of the annual bonus for 2022, (iii) a cash payment equal to the target bonus amount in effect for the calendar year in which the termination occurs, pro-rated for the period of service in such year, (iv) the 2022 LTIP Award if such termination occurs on or after January 1, 2023 and prior to issuance of the LTIP Award for 2022, (v) an LTIP Award equal to the CLO Target LTIP Award in effect for the calendar year in which the termination occurs, pro-rated for the period of service in such year, and (vi) full vesting of all equity-based awards of the company, carried interests and other like compensation that such executive holds, to the extent unvested upon such termination. The agreement also provides that the Board may change the CLO Expiration Date to a date that is earlier than April 27, 2023. At such time, the employment term will end, and after Mr. Sanders executes a release of claims, he will be eligible to receive the CLO Expiration Date Items with certain modifcations. The agreement also includes a provision providing that if any payments to be made to Mr. Sanders, whether under the agreement or otherwise, would subject the executive to the excise tax on so-called “golden parachute payments” in accordance with Sections 280G or 4999 of the Code, then the payments will be reduced to the extent necessary to avoid the excise tax, but only if the amount of the payments after such reduction would result in Mr. Sanders receiving a greater net after-tax beneft than if all of the payments were provided and the excise tax were imposed. In addition, the agreement, through a restrictive covenant agreement that is included as an exhibit to the agreement, provides that Mr. Sanders will not, subject to certain exceptions, compete with us, or solicit our investors or customers or employees or those of our subsidiaries during his employment with us and for the Toppan Merrill - DigitalBridge [fka Colony Capital_ Inc.] PRE 14A [iXBRL Proxy] ED [AUX] | ltolend | 28-Mar-23 09:40 | 23-2053-3.ea | Sequence: 26 CHKSUM Content: 58050 Layout: 28061 Graphics: 0 CLEAN JOB: 23-2053-3 CYCLE#;BL#: 9; 0 TRIM: 8.25" x 10.75" AS: New York: 212-620-5600 COLORS: DB dark green, ~note-color 2, DB med blue, DB dark blue, Black, DB med gray GRAPHICS: none V1.5

GRAPHICCOMPENSATION DISCUSSION AND ANALYSIS one-year period following the termination of his employment with us. If Mr. Sanders’ employment with us terminates by reason of the expiration of the employment term on the CLO Expiration Date, Mr. Sanders will not thereafter be subject to such non-compete or non-solicitation covenants. The agreement also contains covenants relating to the treatment of confdential information and intellectual property matters and restrictions on disparagement. Other NEOs These employment agreements provided for an initial term of three years for Mr. Jenkins and two years for Mr. Stewart, which began on March 28, 2022, with each initial term subject to automatic renewals of additional successive one-year periods unless either party provides at least 180 days’ advance notice of non-renewal. Each agreement requires that the executive will devote his full business time and attention to the performance of his duties to us, but will be permitted to engage in certain other outside activities so long as such activities do not unreasonably interfere with the performance of the executive’s duties to us. The agreements provide for the payment of a specifed base salary to each executive, which is equal to no less than $700,000 for Mr. Jenkins and $600,000 for Mr. Stewart. The agreements also provide that each executive will be eligible to receive an annual cash bonus with a target amount initially set at $700,000 for Mr. Jenkins and $700,000 for Mr. Stewart and annual grants of equity-based awards with a target value initially set at $1,600,000 for Mr. Jenkins and $1,600,000 for Mr. Stewart, with such amounts subject to annual review by the Board (or a committee thereof). Each executive is eligible to be granted new allocations in respect of carried interests in respect of funds managed by us as is determined by the Board (or a committee thereof) from time to time in consultation with the applicable executive. In addition, during his employment term, Mr. Jenkins will be allocated (i) a 27.5% interest in the management incentive equity plan (the “MIP”) for the joint venture between the Company and Wafra during such time that the MIP is in effect and (ii) specifed carried interest allocations ranging from 3.5% to 9% for DBP II and certain other funds. The executives will be eligible to participate in connection with certain of our beneft plans made available to our senior executive offcers from time to time. The agreements provide that if the Company’s investments with which Mr. Tangen had significant involvement

Kevin P. Traenkle
Former Executive Vice Presidentexecutive’s employment is terminated by us without “cause” (as defned in the agreements andChief Investment Officer

February 29, 2020
 including non-renewal of the employment agreements by us) or by the executive for “good reason” (as defned in the agreement and described below), and the executive executes a release of claims, such executive will be eligible to receive (i) a lump sum cash payment equal to two times the sum of his base salary and average annual bonus with respect to the three prior calendar years (or target bonus then in effect for such executive in the case of a termination of employment of Mr. Jenkins that occurs prior to payment of his annual bonus in respect of calendar year 2022 or a termination of employment of Mr. Stewart that occurs prior to payment of his respective annual bonus in calendar year 2023), (ii) a lump sum cash payment equal to the annual bonus payable in respect of the year prior to the year of termination, if unpaid as of the date of termination, (iii) a pro-rated target bonus for the year of termination, (iv) full vesting of all equity-based awards of the company, carried interests and other like compensation that such executive holds, to the extent unvested upon such termination, and (v) for Mr. Jenkins, continued medical, dental and vision benefts at active employee rates for 24 months following termination. The agreements provide that if an executive provides notice to us of his intention not to renew the agreement upon the scheduled expiration of the initial term or any renewal term, then such executive will receive (i) a lump sum cash payment in respect of the annual bonus payable in respect of the year prior to the year of termination, if unpaid as of the date of termination, and (ii) a pro-rated target bonus for the year of termination, (iii) his cash bonus for 2019termination. Upon a change in control (as such term is defned in the amount of $1,870,341, paid on February 27, 2020 (the same date as the payment of cash bonusesCompany’s 2014 Omnibus Stock Incentive Plan), Mr. Jenkins’ employment agreement also provides for all of the Company’s employees), (iv) continued medical, dental and vision benefits at active employee rates for 24 months following the Separation Date, (v) full vesting of all of Mr. Jenkins’ equity DIGITALBRIDGE 2023 PROXY STATEMENT | 59 Toppan Merrill - DigitalBridge [fka Colony Capital_ Inc.] PRE 14A [iXBRL Proxy] ED [AUX] | ltolend | 28-Mar-23 09:40 | 23-2053-3.ea | Sequence: 27 CHKSUM Content: 58471 Layout: 59121 Graphics: 0 CLEAN JOB: 23-2053-3 CYCLE#;BL#: 9; 0 TRIM: 8.25" x 10.75" AS: New York: 212-620-5600 COLORS: DB dark green, ~note-color 2, DB med blue, DB dark blue, Black, DB med gray GRAPHICS: none V1.5

GRAPHICCOMPENSATION DISCUSSION AND ANALYSIS 60 | DIGITALBRIDGE 2023 PROXY STATEMENT and equity-based awards of the Company, and CLNC, carried interests and other like compensation that he holds, to the extent unvested. For purposes of the agreements, “good reason” includes, in summary, (i) a material diminution in the executive’s duties, authority or responsibilities or a diminution in the executive’s title or position, (ii) a requirement that the executive report to any person other than the Company’s Chief Executive Offcer, (iii) a reduction in the executive’s base salary, target annual cash bonus or target annual equity incentive grant then in effect, (iv) a 25-mile relocation of the executive’s principal place of business, or (v) a material breach of the agreement by us or a material breach of any other material agreement with the executive by us. In the event of termination due to death or disability, the executive will receive (i) a lump sum cash payment equal to the annual bonus payable in respect of the year prior to the year of termination, if unpaid as of the date of termination, (ii) a pro-rated target bonus for the year of termination, (iii) full vesting of all equity-based awards of the company, carried interests and other like compensation that such executive holds, to the extent unvested upon such termination. The agreements include a provision providing that if any payments to be made to the executive, whether under the agreement or otherwise, would subject the executive to the excise tax on so-called “golden parachute payments” in accordance with Sections 280G or 4999 of the Code, then the payments will be reduced to the extent necessary to avoid the excise tax, but only if the amount of the payments after such reduction would result in the executive receiving a greater net after-tax beneft than if all of the payments were provided and the excise tax were imposed. In addition, the agreements, through a restrictive covenant agreement that is included as an exhibit to the agreements, provide that the executives will not, subject to certain exceptions, compete with us, or solicit our investors or customers or employees or those of our subsidiaries during their employment with us and for the one-year period (or in the case of Mr. Jenkins, the two-year period) following the termination of their employment with us unless their employment is terminated by us without cause (as defned in the agreement and including non-renewal of the employment agreement by us) or by the executive for “good reason” (as defned in the agreement and described above). The agreements contain covenants relating to the treatment of confdential information and intellectual property matters and restrictions on the Separation Date,ability of the executives and (vi) an additional lump sum paymentus to disparage the other. Equity Compensation Plan Information The following table provides summary information on the securities issuable under our equity compensation plans as of $833,333,December 31, 2022. Number of Securities to Weighted-Average Number of Securities Remaining Be Issued Upon Exercise Exercise Price of Available for Future Issuance Under of Outstanding Options, Outstanding Options, Equity Incentive Plans (Excluding Warrants and Rights(1) Warrants and Rights Securities Refected in orderColumn (a)) Plan Category (a) (b) (c) Equity compensation plans approved by security holders DBRG Equity Incentive Plan 10,172,499(2) N/A 2,727,882 Pre-merger equity awards 2,510(3) N/A — Total 10,175,009 2,727,882(4) (1) As of December 31, 2022, represents shares of the Company’s Class A common stock issuable pursuant to resolve a disagreement regarding contract interpretationawards of restricted stock units, LTIP units and deferred stock units and for redemption of OP units, as noted below. Conditioned on minimum allocation to the capital accounts of the LTIP unit for federal income tax purposes, each LTIP unit could Toppan Merrill - DigitalBridge [fka Colony Capital_ Inc.] PRE 14A [iXBRL Proxy] ED [AUX] | ltolend | 28-Mar-23 09:40 | 23-2053-3.ea | Sequence: 28 CHKSUM Content: 1526 Layout: 28061 Graphics: 0 CLEAN JOB: 23-2053-3 CYCLE#;BL#: 9; 0 TRIM: 8.25" x 10.75" AS: New York: 212-620-5600 COLORS: DB dark green, ~note-color 2, DB med blue, DB dark blue, Black, DB med gray GRAPHICS: none V1.5

NON-GAAP FINANCIAL MEASURES

GRAPHIChave been converted, at the election of the holder, into one OP Unit. Each of the OP Units underlying these LTIP units was redeemable at the election of the holder, at the Company’s option in its capacity as general partner of our Operating Company, for: (i) cash equal to the then fair value of one share of the Company’s Class A common stock; or (ii) one share of the Company’s Class A common stock. Deferred stock units are held by certain of our non-executive directors and are payable in shares of the Company’s Class A common stock either upon a director’s departure from our board of directors or in annual installments over three years following departure. Except as set forth in footnote (4) below, does not include securities issuable pursuant to NorthStar Realty Finance Corp’s Third Amended and Restated 2004 Omnibus Stock Incentive Plan, which our company assumed on January 10, 2017 in accordance with the merger agreement. (2) Includes the maximum number of shares of our Class A common stock issuable pursuant to (i) awards of 2,397,391 restricted stock units subject to performance-based conditions at the maximum payout of 100%, (ii) awards of 1,916,106 restricted stock units subject to performance-based conditions at the maximum payout of 200%, (iii) 3,768,411 LTIP units, of which 2,625,000 LTIP units are subject to performance-based conditions, and (iv) 174,485 deferred stock units issued to our non-executive directors pursuant to the deferred compensation program, in each case, that were outstanding as of December 31, 2022. (3) Represents shares of the Company’s Class A common stock issuable pursuant to outstanding OP Units originally granted by, or issued with respect to awards that were originally granted by, NorthStar Realty Finance Corp’s (“NRF”) prior to the merger among the Company, NorthStar Asset Management Group Inc. and NRF on January 10, 2017 (“Merger”), which were outstanding as a result of anti-dilution adjustments made in connection with the Merger. The issuance of shares of the Company’s Class A common stock pursuant to these awards was approved by NRF’s stockholders prior to the Merger and, as disclosed in connection with the Merger, the shares of the Company’s Class A common stock to be issued pursuant to these awards will not be issued pursuant to, and will not reduce availability under, the DBRG Equity Incentive Plan. (4) Pursuant to the terms of the DBRG Equity Incentive Plan, the number of shares of common stock reserved for issuance thereunder automatically increases on January 1st of each year by 2% of the outstanding number of shares of our common stock on the immediately preceding December 31st. In addition, with respect to the performance-based restricted stock units, the Company is permitted to withhold shares, in its discretion, to satisfy the grantee’s tax withholding obligations, and such shares are included in the common stock reserved for future issuance. CEO Pay Ratio The ratio of our Chief Executive Offcer’s annual total compensation for 2022 to that of the median employee’s annual total compensation for 2022 is 177x. This ratio is based on the 2022 annual total compensation of $38,321,508 for Mr. Ganzi, as our Chief Executive Offcer as of December 31, 2022 (the “Measurement Date”), as reported in the Summary Compensation Table above and the 2022 annual total compensation of $216,626 for the median employee, using the same components of compensation as used in the Summary Compensation Table for the Chief Executive Offcer. The pay ratio reported above is a reasonable estimate calculated in a manner consistent with SEC rules based on our internal records and the methodology described below. The median employee was determined using annual total compensation paid by our company during 2022 to our employees (other than our Chief Executive Offcer) as of the Measurement Date, which was consistent with the methodology used for last year’s determination as of December 31, 2021. Any compensation paid to employees in foreign currencies was converted to U.S. dollars as of the Measurement Date. DIGITALBRIDGE 2023 PROXY STATEMENT | 61 COMPENSATION DISCUSSION AND ANALYSIS Toppan Merrill - DigitalBridge [fka Colony Capital_ Inc.] PRE 14A [iXBRL Proxy] ED [AUX] | ltolend | 28-Mar-23 09:40 | 23-2053-3.ea | Sequence: 29 CHKSUM Content: 29900 Layout: 45969 Graphics: 0 CLEAN JOB: 23-2053-3 CYCLE#;BL#: 9; 0 TRIM: 8.25" x 10.75" AS: New York: 212-620-5600 COLORS: DB dark green, ~note-color 2, DB med blue, DB dark blue, Black, DB med gray GRAPHICS: none V1.5

COMPENSATION DISCUSSION AND CERTAIN OTHER DEFINITIONSANALYSIS


We refer to non-GAAP financial measures

Pay Versus Performance

As required by Section 953(a) of the Dodd-Frank Wall Street Reform and Consumer Protection Act, and Item 402(v) of Regulation S-K, we are providing the following information about the relationship between executive compensation actually paid and certain other metrics withinfinancial performance of the Company. The disclosure included in this Proxy Statement. The below provides definitions for these measuressection is prescribed by SEC rules and metrics.


Fee-Earning Equity Under Management (FEEUM)

Equity for whichdoes not necessarily align with how the Company or the Compensation Committee views the link between the Company’s performance and its affiliates provides investment management servicesNEO’s pay. For a discussion of how the Company views its executive compensation structure, including alignment with Company performance, see “Compensation Discussion and derives management fees and/orAnalysis” beginning on page 35. The Compensation Committee did not consider the pay versus performance allocations. FEEUM generally represents a)disclosure below in making its pay decisions for any of the basis used to derive fees, which may be based on invested equity, stockholders’ equity, or fair value pursuant to the terms of each underlying investment management agreement and b) the Company’s pro-rata share of fee bearing equity of each affiliate as presented and calculated by the affiliate. Affiliates include Alpine Energy LLC and American Healthcare Investors. The Company's calculations of FEEUM may differ materially from the calculations of other asset managers, and as a result, this measure may not be comparable to similar measures presented by other asset managers.years shown.


Earnings before Interest, Taxes, Depreciation and Amortization for Real Estate (EBITDAre) and Adjusted EBITDA
The Company calculates EBITDAre
      Value of Initial Fixed   
       Average  $100 Investment   
       SummaryAverage Based On:   
       CompensationCompensation  Peer   
 Summary Compensation Compensation Actually TableActually  Group   
 Table Total for PEO1 Paid to PEO2 Total forPaid to TotalTotal  FEEUM
 ($) ($) Non-PEONon-PEO ShareholderShareholder NetCapital
 Marc C.Thomas Marc C.Thomas J. NEOs3NEOs4 Return5Return6 IncomeRaise
YearGanziBarrack, Jr. GanziBarrack, Jr. ($)($) ($)($) ($ millions)7($ millions)8
(a)(b)(i)(b)(ii) (c)(i)(c)(ii) (d)(e) (f)(g) (h)(i)
202238,321,508             — (23,388,454)             — 7,646,528  3,902,589   60.68111.72   (570)4,618
202122,459,034             —   63,324,484             — 9,614,81814,986,393 184.51153.75   (817)6,810
2020  4,815,77910,200,262   10,390,83128,177,174 4,573,017  6,045,206 106.54117.15 (3,790)7,246

(1)The dollar amounts in columns (b)(i) and (b)(ii) are the amounts of total compensation reported for each principal executive officer (“PEO”) as reported in the “Total” column of the Summary Compensation Table for each year in which they served as PEO, and we refer to Mr. Barrack as our “Prior PEO.” Refer to “Executive Compensation—Executive Compensation Tables—Summary Compensation Table.”
(2)The dollar amounts in columns (c)(i) and (c)(ii) represent the amount of “compensation actually paid” to each PEO as computed in accordance with Item 402(v) of Regulation S-K for each corresponding year in which they served as PEO. The dollar amounts do not reflect the actual amount of compensation earned by or paid to Mr. Ganzi or our Prior PEO during the applicable year. In accordance with the requirements of Item 402(v) of Regulation S-K, the following adjustments were made to Mr. Ganzi’s total compensation for each year to determine the compensation actually paid:

  Reported   
  SummaryReported  
  CompensationValue ofEquityCompensation
  Table TotalEquityAwardActually
  for PEOAwards(a)Adjustments(b)Paid to PEO
 Year($)($)($)($)
 202238,321,508  (7,246,051)(54,463,911)(23,388,454)
 202122,459,034(10,922,100)   51,787,549  63,324,484
 2020  4,815,779    (176,489)     5,751,542  10,390,831

In accordance with the standards established byrequirements of Item 402(v) of Regulation S-K, the National Association of Real Estate Investment Trusts, which defines EBITDAre as net income or loss calculatedfollowing adjustments were made to our Prior PEOs total compensation to determine the compensation actually paid in accordance with GAAP, excluding interest, taxes, depreciation and amortization, gains or losses from the sale of depreciated property, and impairment of depreciated property. The Company calculates Adjusted EBITDA by adjusting EBITDAre for the effects of straight-line rental income/expense adjustments and amortization of acquired above- and below-market lease adjustments to rental income, equity-based compensation expense, restructuring and integration costs, transaction costs from unsuccessful deals and business combinations, litigation expense, the impact of other impairment charges, gains or losses from sales of undepreciated land, and gains or losses on early extinguishment of debt and hedging instruments. Revenues and corresponding costs related to2020:

60 COLONY CAPITAL, INC. 2021
 Reported   
 SummaryReported  
 CompensationValue ofEquityCompensation
 Table TotalEquityAwardActually
 for PEOAwards(a)Adjustments(b)Paid to PEO
Year($)($)($)($)
202010,200,262(3,565,431)21,542,34228,177,174

62 | DIGITALBRIDGE  2023 PROXY STATEMENT

COMPENSATION DISCUSSION AND ANALYSIS

the delivery of services that are not ongoing, such as installation services, are also excluded from Adjusted EBITDA. The Company uses EBITDAre and Adjusted EBITDA as supplemental measures of our performance because they eliminate depreciation, amortization, and the impact of the capital structure from its operating results. However, because EBITDAre and Adjusted EBITDA are calculated before recurring cash charges including interest expense and taxes, and are not adjusted for capital expenditures or other recurring cash requirements, their utilization as a cash flow measurement is limited.

Fee Related Earnings (FRE)

The Company calculates FRE for its investment management business within the digital segment as base management fees, other service fee income, and other income inclusive of cost reimbursements, less compensation expense (excluding equity-based compensation), administrative expenses (excluding fund raising placement agent fee expenses), and other operating expenses related to the investment management business. The Company uses FRE as a supplemental performance measure as it may provide additional insight into the profitability of the overall digital investment management business. FRE is presented prior to the deduction for Wafra's 31.5% interest.

Core Digital

The Company includes the Digital Operating and Digital Investment Management segments within Core Digital, and excludes the Digital Other Segment.

Core Digital Revenues

The Company calculates Digital Revenues as GAAP revenues from the Digital Operating segment plus fee income from the Digital Investment Management segment.


NON-GAAP FINANCIAL MEASURES - RECONCILIATIONS

(a)The grant date fair value of equity awards represents the total of the amounts reported in the “Stock Awards” column in the Summary Compensation Table for the applicable year.
(In thousands)Three Months Ended December 31, 2020
Digital Operating Adjusted EBITDA Determined(b)The equity award adjustments for each applicable year include the addition (or subtraction, as Followsapplicable) of the following: (i) the year-end fair value of any equity awards granted in the applicable year that are outstanding and unvested as of the end of the year; (ii) the amount of change as of the end of the applicable year (from the end of the prior fiscal year) in fair value of any awards granted in prior years that are outstanding and unvested as of the end of the applicable year; (iii) for awards that are granted and vest in the same applicable year, the fair value as of the vesting date; (iv) for awards granted in prior years that vest in the applicable year, the amount equal to the change as of the vesting date (from the end of the prior fiscal year) in fair value; (v) for awards granted in prior years that are determined to fail to meet the applicable vesting conditions during the applicable year, a deduction for the amount equal to the fair value at the end of the prior fiscal year; and (vi) the dollar value of any dividends or other earnings paid on stock awards in the applicable year prior to the vesting date that are not otherwise reflected in the fair value of such award or included in any other component of total compensation for the applicable year. The valuation assumptions used to calculate fair values did not materially differ from those disclosed at the time of grant.

The amounts deducted or added in calculating the equity award adjustments for Mr. Ganzi are as follows:

      FairValue 
     YearValue at theof Dividends 
     over YearEnd of theor other 
    FairChange inPriorEarnings 
   YearValue as ofFair ValueYear of EquityPaid on 
   over YearVesting Dateof EquityAwards thatStock not 
   Change inof EquityAwardsFailedOtherwise 
  Year EndFair Value ofAwardsGrantedto MeetReflected inTotal
  Fair ValueOutstandingGrantedin Prior YearsVestingFair Value orEquity
  of Equityand Unvestedand Vestedthat VestedConditionsTotalAward
  AwardsEquity Awardsin the Yearin the Yearin the YearCompensationAdjustments
 Year($)($)($)($)($)($)($)
 2022  1,671,856(55,660,831)—(477,512)—2,576(54,463,911)
 202112,141,070  39,611,280—     35,199—      —  51,787,549
 2020     648,535    5,097,629—             ——5,378    5,751,542

The amounts deducted or added in calculating the equity award adjustments for our Prior PEO in 2020 are as follows:

      FairValue 
     YearValue at theof Dividends 
     over YearEnd of theor other 
    FairChange inPriorEarnings 
   YearValue as ofFair ValueYear of EquityPaid on 
   over YearVesting Dateof EquityAwards thatStock not 
   Change inof EquityAwardsFailedOtherwise 
  Year EndFair Value ofAwardsGrantedto MeetReflected inTotal
  Fair ValueOutstandingGrantedin Prior YearsVestingFair Value orEquity
  of Equityand Unvestedand Vestedthat VestedConditionsTotalAward
  AwardsEquity Awardsin the Yearin the Yearin the YearCompensationAdjustments
 Year($)($)($)($)($)($)($)
 202013,101,7861,239,4035,448,922(744,577)—2,496,80821,542,342

(3)The dollar amounts reported in column (d) represent the average of the amounts reported for the Company’s NEOs as a group excluding the PEO (the “Non-PEO NEOs”) in the “Total” column of the Summary Compensation Table in each applicable year. The names of each of the Non-PEO NEOs included for purposes of calculating the average amounts in each applicable year are as follows: (i) for 2022, Benjamin J. Jenkins, Jacky Wu, Ronald M. Sanders and Liam Stewart; (ii) for 2021, Jacky Wu, Ronald M. Sanders, Sonia Kim and Thomas J. Barrack, Jr.; and (iii) for 2020, Jacky Wu, Ronald M. Sanders, Neale W. Redington, Mark M. Hedstrom, Darren J. Tangen and Kevin P. Traenkle.
Net income (loss) from continuing operations($52,902)
Adjustments:(4) 
Interest expense41,815
Income tax (benefit) expense(6,967)
Depreciation and amortization78,554
Other (gain) loss200
EBITDAre60,700
Straight-line rent expenses and amortizationThe dollar amounts reported in column (e) represent the average amount of above- and below-market lease intangibles(2,607)
Interest income(80)
Amortization“compensation actually paid” to the Non-PEO NEOs, as computed in accordance with Item 402(v) of leasing costs–
Compensation expense—equity-based728
Installation services429
Restructuring & integration costs803
Transaction, investment and servicing costs564
Adjusted EBITDA$60,537
CLNY ownership16.2%
CLNY pro-rata share of Adjusted EBITDA$9,800Regulation S-K. The dollar amounts do not reflect the

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COMPENSATION DISCUSSION AND ANALYSIS

COMPENSATION TABLES AND RELATED NARRATIVE

SUMMARY COMPENSATION TABLE
The following table shows the

actual average amount of compensation earned by or paid to the Non-PEO NEOs during the applicable year. In accordance with the requirements of Item 402(v) of Regulation S-K, the following adjustments were made to average total compensation for the Non-PEO NEOs for each year to determine the compensation actually paid, using the same methodology described above in Note 2:

  Average   
  Reported SummaryAverage Average
  CompensationReportedAverage EquityCompensation
  Table Total forValue of EquityAwardActually Paid
  Non-PEO NEOsAwardsAdjustments(a)to Non-PEO NEOs
 Year($)($)($)($)
 20227,646,528(1,212,185)(2,531,754)  3,902,589
 20219,614,818(2,623,760)  7,995,33514,986,393
 20204,573,017   (722,530)  2,194,719  6,045,206

(a)The amounts deducted or added in calculating the total average equity award adjustments are as follows:

     Average FairAverage Value 
    Year over YearValue at theof Dividends 
   AverageAverageEnd of theor other 
   FairChange inPriorEarnings 
  Year overValue as ofFair ValueYear of EquityPaid on 
  Year AverageVesting Dateof EquityAwards thatStock not 
 AverageChange inof EquityAwardsFailedOtherwiseTotal
 Year EndFair Value ofAwardsGrantedto MeetReflected inAverage
 Fair ValueOutstandingGrantedin Prior YearsVestingFair Value orEquity
 of Equityand Unvestedand Vestedthat VestedConditionsTotalAward
 AwardsEquity Awardsin the Yearin the Yearin the YearCompensationAdjustments
Year($)($)($)($)($)($)($)
2022   338,993(2,375,753)         —  (495,810)—     816(2,531,754)
20212,296,938  3,969,682602,4411,126,274—       —  7,995,335
20202,110,144       89,316352,189 (404,145)—47,215  2,194,719

(5)Cumulative TSR is calculated by dividing the sum of the cumulative amount of dividends for the applicable fiscal year, assuming dividend reinvestment, and the difference between the Company’s share price at the end and the beginning of such fiscal year by the Company’s share price at the beginning of such fiscal year.
(6)Represents the Dow Jones U.S. Asset Managers Index peer group TSR, weighted according to the respective companies’ stock market capitalization at the beginning of each period for which a return is indicated.
(7)The dollar amounts reported represent the amount of net income reflected in the Company’s audited financial statements for the applicable year.
(8)FEEUM Capital Raise is defined as the gross increase in FEEUM resulting from capital commitments closed during the applicable fiscal year. While the Company uses numerous financial and non-financial performance measures for the purpose of evaluating performance for the Company’s compensation programs, the Company has determined that FEEUM Capital Raise is the financial performance measure that, in the Company’s assessment, represents the most important performance measure (that is not otherwise required to be disclosed in the table) used by the company to link compensation actually paid to the company’s NEOs, for the most recently completed fiscal year, to company performance.

Financial Performance Measures

As described in greater detail in “Executive Compensation—Compensation Discussion and Analysis,” the Company’s executive compensation program reflects a variable pay-for-performance philosophy. The metrics that the Company uses for both our long-term and short-term incentive awards are selected based on an objective of incentivizing our NEOs to increase the value of our namedenterprise for our shareholders. The most important financial performance measures used by the Company to link executive officerscompensation actually

64 | DIGITALBRIDGE  2023 PROXY STATEMENT

COMPENSATION DISCUSSION AND ANALYSIS

paid to the Company’s NEOs, for the most recently completed fiscal year, to the Company’s performance are as follows:

■Digital FEEUM Capital Raise
■Digital IM Revenues
■Digital Operating Revenues
■Digital IM FRE
■Digital Operating adjusted EBITDA
■Relative TSR (the Company’s TSR as compared to a peer group established by the Compensation Committee)

Analysis of the Information Presented in the Pay versus Performance Table

As described in more detail in the section “Executive Compensation—Compensation Discussion and Analysis,” the Company’s executive compensation program reflects a variable pay-for-performance philosophy. While the Company utilizes several performance measures to align executive compensation with Company performance, all of those Company measures are not presented in the Pay versus Performance table. Moreover, the Company generally seeks to incentivize long-term performance, and therefore does not specifically align the Company’s performance measures with compensation that is actually paid (as computed in accordance with Item 402(c)402(v) of Regulation S-K.

NAMEYEARSALARY
($)		BONUS
($)
STOCK
AWARDS (1)
($)
NON-EQUITY
INCENTIVE
PLAN
COMPENSATION
($)		ALL
OTHER
COMPENSATION
($)		TOTAL
COMPENSATION
($)
Marc C. Ganzi2020$1,060,000 $3,125,000 $176,489 $— $454,290 (2)$4,815,779 
Chief Executive Officer and President2019$— $— $— $— $— $— 
2018$— $— $— $— $— $— 
Jacky Wu2020$369,039 (3)$585,000 $858,883 $— $12,641 (2)$1,825,563 
Executive Vice President and Chief Financial Officer2019$— $— $— $— $— $— 
2018$— $— $— $— $— $— 
Ronald M. Sanders2020$450,000 $1,350,000 $802,221 $— $917,649 (2)$3,519,870 
Executive Vice President, General Counsel and Secretary2019$450,000 $— $966,516 $1,459,364 $1,716,035 (4)$4,591,915 
2018$432,000 $— $883,446 $1,323,130 $42,250 (5)$2,680,826 
Neale W. Redington2020$350,000 $700,000 $389,970 $— $413,655 (2)$1,853,625 
Chief Financial Officer of non-digital/Former Chief Accounting Officer2019$350,000 $— $130,637 $698,261 $858,912 (4)$2,037,810 
2018$325,000 $— $488,352 $686,381 $39,326 (5)$1,539,059 
Thomas J. Barrack, Jr.2020$1,000,000 $4,250,000 $3,565,431 $— $1,384,832 (2)$10,200,263 
Executive Chairman(6)
2019$1,000,000 $— $4,641,107 (7)$5,448,925 (8)$4,866,923 (4)$15,956,955 
2018$1,000,000 $— $3,521,957 $4,963,053 (7)$40,656 (5)$9,525,666 
Mark M. Hedstrom2020$490,705 $— $1,058,488 $— $5,701,580 (2)$7,250,773 
Executive Vice President, Chief Financial Officer and Chief Operating Officer2019$500,000 $— $1,195,870 $1,745,651 $1,758,344 (4)$5,199,865 
2018$475,000 $— $1,092,806 $1,479,414 $42,717 (5)$3,089,937 
Darren J. Tangen2020$154,423 $— $1,225,617 $— $6,144,783 (2)$7,524,823 
Former President2019$550,000 $— $1,522,812 $2,194,533 $4,022,812 (4)$8,290,157 
2018$475,000 $— $5,773,438 $2,346,600 $48,316 (5)$8,643,354 
Kevin P. Traenkle2020$83,333 $— $— $— $5,380,115 (2)$5,463,448 
Former Executive Vice President and Chief Investment Officer2019$500,000 $— $397,973 $1,870,341 $2,073,063 (4)$4,841,377 
2018$472,000 $— $870,791 $1,944,041 $49,352 (5)$3,336,184 
(1)    Represents the grant date fair value, computed inS-K) for a particular year. In accordance with FASB ASC Topic 718,Item 402(v) of awards that were granted to our named executive officers. Other than for Mr. Wu (as described below), the awards in this column include grants of (i) restricted shares of Class A common stock, which vest in three annual installments following the date of grant, subject generally to the executive’s (other than Messrs. Barrack, Hedstrom, Tangen, and Traenkle as a result of his respective separation agreement with the Company) continued employment with us or any of our subsidiaries through the applicable vesting dates; and (ii) restricted stock units which remain subject to the achievement of cumulative performance goals for a three-year period following the grant date (see “Compensation Discussion and Analysis-Elements of Compensation—Long-Term Incentive Equity Awards” for a discussion regarding the performance goals for these awards) and, except for Messrs. Barrack, Hedstrom, Tangen, and Traenkle as a result of his separation agreement withRegulation S-K, the Company are generally subject to time-based conditions that vest ratably overis providing the three-year period. For Mr. Wu, the 2020 stock awards in this column represent a sign-on equity award of restricted shares of Class A common stock subject to three-year cliff based vesting conditions in connection with the commencement of his employment with the Company in March 2020. The fair valuefollowing descriptions of the restricted shares of our Class A common stock was determined based on our stock price on the grant date. A discussion of the assumptions used in calculating the grant date fair value of the restricted stock units is set forth in Note 2 and Note 19 of the consolidated financial statementsrelationships between information presented in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2020. As required by SEC rules, the amounts shown in the Summary Pay versus Performance table.

Compensation Table for the restricted stock units that are subject to performance conditions are based upon the probable outcome on the grant date, which is consistent with the estimate of aggregate compensation cost to be recognized over the service period determined as of the grant date under FASB ASC Topic 718, excluding the effect of estimated forfeitures.Actually Paid and Cumulative TSR

    If we assumed achievement of the highest level of the performance goals and time vesting for the restricted stock units would be achieved at the grant date, the value of the awards at the grant date would have been as follows:
(A) For 2018: Ronald M. Sanders-$503,216; Neale W. Redington-$278,169; Thomas J. Barrack, Jr. -$2,006,128; Mark M. Hedstrom-$622,469; Darren J. Tangen-$3,288,585; and Kevin P. Traenkle-$496,008.
(B) For 2019: Ronald M. Sanders-$885,636; Neale W. Redington-$119,705; Thomas J. Barrack, Jr.-$4,276,733; Mark M. Hedstrom-$1,095,797; Darren J. Tangen-$1,395,380; and Kevin P. Traenkle-$364,670. For Mr. Barrack, $286,842 of the 2019 stock awards represents a one-time performance-based equity grant in connection with his appointment as our CEO in November 2018.
(C) For 2020: Marc C. Ganzi-$160,356; Ronald M. Sanders-$728,888; Neale W. Redington-$354,322; Thomas J. Barrack, Jr.-$3,239,505; Mark M. Hedstrom-$961,729; and Darren J. Tangen-$1,113,580.
See “Compensation Discussion and Analysis-Elements of Compensation—Long-Term Incentive Awards.”

 

(2)    Represents (i) $885,009, $379,291, $1,287,135, $542,275, $860,985, $860,985, paid to Messrs. Sanders, Redington, Barrack, Hedstrom, Tangen, and Traenkle, respectively, in respect of incentive fee allocations, (ii) for Mr. Ganzi, $430,448 in connection with services provided to a DBH portfolio company during 2019, (iii) matching contributions in connection with the Company’s 401(k) plan, the standard Company-paid portion of premiums toward the cost of

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COMPENSATION DISCUSSION AND ANALYSIS

health coverage under our group health insurance plan, premiums toward the cost of our standard life insurance coverage,

Compensation Actually Paid and (iv) for Messrs. Hedstrom, TangenNet Income (Loss)

 

Compensation Actually Paid and Traenkle, $5,125,000, $5,250,618, and $4,494,092, respectively, in severance payments pursuant to such named executive officer’s respective employment agreement and separation agreement. See the “Termination/Change of Control Table” below for additional information regarding Messrs. Hedstrom’s, Tangen’s and Traenkle’s respective severance payments.FEEUM Capital Raise

(3)    Represents the pro rata portion of Mr. Wu’s annual base salary based on the commencement of his employment with the Company on March 23, 2020.
(4)    Represents (i) $1,686,073, $824,167, $4,818,520, $1,724,927, $3,988,987, and $2,039,646, paid to Messrs. Sanders, Redington, Barrack, Hedstrom, Tangen, and Traenkle, respectively, in respect of incentive fee allocations, and (ii) matching contributions in connection with the Company’s 401(k) plan, the standard Company-paid portion of premiums toward the cost of health coverage under our group health insurance plan, premiums toward the cost of our standard life insurance coverage, and, for Messrs. Tangen and Traenkle, certain club dues.
(5)    Represents (i) $13,598, $5,828, $15,540, $7,770, $13,598, and $13,598 paid to Messrs. Sanders, Redington, Barrack, Hedstrom, Tangen, and Traenkle, respectively, in respect of incentive fee allocations, and (ii) matching contributions in connection with the Company’s 401(k) plan, the standard Company-paid portion of premiums toward the cost of health coverage under our group health insurance plan, premiums toward the cost of our standard life insurance coverage, and, for Messrs. Tangen and Traenkle, certain club dues.
(6)    On March 30, 2021, the Company and Mr. Barrack entered into a separation agreement in connection with Mr. Barrack’s transition from his Executive Chairman of the Company to a non-executive member of the Board, effective April 1, 2021.
(7)    In the “Non-Equity Incentive Plan Compensation” column, includes $1 million earned from the individual goals & objectives component of the 2018 Annual Incentive Plan, which the Compensation Committee and Mr. Barrack’s agreed to pay in the form of long-term incentive equity awards granted for 2019. In the “Stock Awards” column for 2019, such $1 million amount is excluded.

 

(8)    Reflects the Compensation Committee and Mr. Barrack’s agreement to pay 115% of his cash bonus that was earned and payable in cash pursuant to the 2019 Annual Incentive Plan in the form of shares of the Company’s Class A common stock, subject generally to a three-year lock-up. Pursuant to the separation agreement entered into with Mr. Barrack on March 30, 2021, such shares issued in lieu of Mr. Barrack’s 2019 cash bonus will be released from the remaining lock-up restrictions.

2020 GRANTS OF PLAN-BASED AWARDS TABLE
The following table provides information about awards granted in 2020 to each of our named executive officers. There were no option awards in 2020.
ESTIMATED POSSIBLE PAYOUTS
UNDER NON-EQUITY INCENTIVE
PLAN AWARDS		ESTIMATED POSSIBLE PAYOUTS
UNDER EQUITY INCENTIVE
PLAN AWARDS
ALL OTHER STOCK AWARDS:
NUMBER OF SHARES OF STOCK OR UNITS(3)
(#)
GRANT DATE FAIR VALUE
($)
NAMEGRANT
DATE		THRESHOLD
($)
TARGET(1)
($)
MAXIMUM
($)		THRESHOLD
(#)
TARGET(2)
(#)
MAXIMUM(2)
(#)
Marc C. Ganzi3/16/2020— — — — — 48,889 96,311
3/16/2020— — — 48,889 97,778 — 80,178
3/10/2020— 1,200,000— — — — — — 
Jacky Wu3/23/2020— — — — — — 
609,137(4)
858,883 
3/23/2020— 285,000 — — — — — — 
Ronald M. Sanders3/16/2020— — — — — — 222,222 437,777 
3/16/2020— — — — 222,222 444,444 — 364,444 
3/10/2020— 1,350,000 — — — — — — 
Neale W. Redington3/16/2020— — — — — — 108,025 212,809
3/16/2020— — — — 108,025 216,050 — 177,161
3/10/2020— 700,000 — — — — — — 
Thomas J. Barrack Jr.3/16/2020— — — — — — 987,654 1,945,678 
3/16/2020— — — — 987,654 1,975,308 — 1,619,753 
3/10/2020— 4,250,000 — — — — — — 
Mark M. Hedstrom3/16/2020— — — — — — 293,210 577,624
3/16/2020— — — — 293,210 586,420 — 480,864
3/10/2020— 1,625,000 — — — — — — 
Darren J. Tangen3/16/2020— — — — — — 339,506 668,827
3/16/2020— — — — 339,506 679,012 — 556,790
3/10/2020— 1,925,000— — — — — — 
Kevin P. Traenkle(5)
— — — — — — — — 
— — — — — — — — 
(1)    Represents the target cash bonuses approved by the Compensation Committee on March 10, 2020 under the 2020 Annual Incentive Plan for our named executive officers other than Messrs. Ganzi and Wu, whose targets under the 2020 Annual Incentive Plan were established in each of their respective employment agreements approved by the Board, including the members of the Compensation Committee. For each of Messrs. Ganzi and Wu, represents the target cash bonus pursuant to each of his respective employment agreement and subject to the 2020 Annual Incentive Plan. In light of the COVID-19 pandemic, the Compensation Committee did not ultimately base its annual cash bonus decisions for 2020 on the achievement of the pre-established objective financial goals incorporated into the 2020 Annual Incentive Plan. For information about the cash bonus amounts actually earned by each of our named executive
63 COLONY CAPITAL, INC. 2021

66 | DIGITALBRIDGE  2023 PROXY STATEMENT

COMPENSATION DISCUSSION AND ANALYSIS

officers, please refer to the “Bonus” column of the Summary Compensation Table above. Amounts are considered earned in fiscal year 2020, although they were not paid until 2021. For additional information about the 2020 Annual Incentive Plan and the impact of the COVID-19 pandemic on executive pay decisions, see “Compensation Discussion and Analysis-Elements of Compensation-Annual Cash Bonus.”
(2)    Represents awards of restricted stock units, which are subject to vesting based on the achievement of performance goals for the three-year period ending March 15, 2023 and, other than for Messrs. Barrack, Hedstrom and Tangen as a result of each of their respective separation agreements with the Company, generally subject to continued employment through such date. Dividends (if any) are accrued with respect to these equity awards, and are paid only if and when the restricted stock units are earned. For additional information about the 2020 performance-based awards, see “Compensation Discussion and Analysis-Elements of Compensation-Long-Term Incentive Equity Awards.” Other than as described in Footnote (4) below, represents 50% of the long-term equity incentive award for 2020 granted by the Company to our named executive officers.
(3)    Represents awards of restricted shares of our Class A common stock, which are subject to time-based vesting in three equal installments beginning on March 16, 2020 and, other than for Messrs. Barrack, Hedstrom, and Tangen, as a result of their respective separation agreements with the Company, are generally subject to continued employment. Dividends (if any) are paid currently with respect to these equity awards prior to vesting, including all dividends with a record date on or after March 16, 2020. Represents 50% of the long-term equity incentive award for 2020 granted by the Company to our named executive officers.
(4)    Represents a sign-on award made in March 2020 in connection with Mr. Wu’s commencement of employment with the Company and anticipated appointment as our Chief Financial Officer effective as of July 1, 2020, which is subject to three-year cliff vesting as described in “Compensation Discussion and Analysis-Elements of Compensation-Long-Term Incentive Equity Awards-CFO Sign-On Award/CFO True-Up Award”.
(5)    As a result of Mr. Traenkle’s separation agreement with the Company in February 2020, Mr. Traenkle did not receive any grants of plan-based awards for 2020.
DISCUSSION OF SUMMARY COMPENSATION AND GRANTS OF PLAN-BASED AWARDS TABLES
The terms of the awards set forth in the 2020 Grants of Plan-Based Awards Table relating to the manner in which these awards are treated in connection with a termination of employment or change of control are described below in “Compensation Tables and Related Narrative-Potential Payments on Termination or Change of Control.”
OUTSTANDING EQUITY AWARDS AT FISCAL YEAR END 2020
The following table sets forth certain information with respect to outstanding equity awards as of December 31, 2020 with respect to our named executive officers. No option awards were outstanding as of December 31, 2020.
STOCK AWARDS
NAME
NUMBER OF
SHARES OR
UNITS OF
STOCK THAT
HAVE NOT VESTED
(#)(1)
MARKET VALUE OF
SHARES OR
UNITS OF
STOCK THAT
HAVE NOT VESTED
($)(2)
EQUITY
INCENTIVE PLAN
AWARDS:
NUMBER OF
UNEARNED SHARES,
UNITS OR OTHER
RIGHTS THAT
HAVE NOT VESTED
(#)(3)
EQUITY
INCENTIVE
PLAN AWARDS:
MARKET OR
PAYOUT VALUE
OF UNEARNED SHARES,
UNITS OR OTHER
RIGHTS THAT
HAVE NOT VESTED
($)(2)
Marc C. Ganzi48,889$235,156 10,048,889$48,335,156 
Jacky Wu609,137$2,929,949 —$— 
Ronald M. Sanders315,987 $1,519,897 402,413$1,935,607 
Neale W. Redington225,694 $1,085,588 165,410$795,622 
Thomas J. Barrack Jr.1,459,059$7,018,074 3,168,200$15,239,042 
Mark M. Hedstrom(4)
— $— 516,135$2,482,609 
Darren J. Tangen(4)
— $— 1,015,666$4,885,353 
Kevin P. Traenkle(4)
— $— 119,587$575,213 
(1)    Includes the following restricted shares of Class A common stock with respect to such named executive officer:
64 COLONY CAPITAL, INC. 2021 PROXY STATEMENT
COMPENSATION DISCUSSION AND ANALYSIS
NAMEVESTING DATE: MARCH 23, 2023VESTING DATE: MARCH 15, 2023VESTING DATE: MARCH 15, 2022VESTING DATE: March 15, 2021TOTAL
Marc Ganzi— 16,297 16,296 16,296 48,889 
Jacky Wu609,137 — — — 609,137 
Ronald M. Sanders— 74,074 107,774 134,139 315,987 
Neale W. Redington— 36,009 134,548 55,137 225,694 
Thomas J. Barrack Jr. (A)— 329,218 512,370 617,471 1,459,059 
Mark M. Hedstrom— — — — — 
Darren J. Tangen— — — — — 
Kevin P. Traenkle— — — — — 
(A)In connection with the Company’s separation agreement with Mr. Barrack entered into on March 30, 2021, all of Mr. Barrack’s outstanding equity awards subject to time-based vesting conditions will be accelerated, subject to Mr. Barrack executing a release of claims.
(2)    The value of the awards reflected in the table is based on a price per share or unit of $4.81, which was the closing price of our common stock as of December 31, 2020.
(3)    Except as described in the Footnotes to the following table, includes the following restricted stock units (representing a target amount) that are subject to vesting based on the achievement of performance goals over a three-year period and, for all named executive officers other than Messrs. Barrack, Hedstrom, Tangen and Traenkle, generally subject to continued employment through such date, with respect to such named executive officer. See “Compensation Discussion and Analysis-Elements of Compensation-Long-Term Incentive Equity Awards” for a description of the performance-based awards.
NAMEPERFORMANCE PERIOD END DATE JULY 25, 2024PERFORMANCE PERIOD END DATE MARCH 14, 2023PERFORMANCE PERIOD END DATE MARCH 14, 2022PERFORMANCE PERIOD END DATE MARCH 14, 2021TOTAL
Marc C. Ganzi10,000,000 (A)48,889  10,048,889 
Ronald M. Sanders222,222 101,100 79,091 402,413 
Neale W. Redington108,025 13,665 43,720 165,410 
Thomas J. Barrack Jr.987,654 1,865,241 (B)315,305 3,168,200 
Mark M. Hedstrom293,210 125,091 97,834 516,135 
Darren J. Tangen339,506 159,290 516,870 1,015,666 
Kevin P. Traenkle41,629 77,958 119,587 
(A) Reflects a sign-on performance-based equity award, granted to Mr. Ganzi in connection with the commencement of his employment with the Company and designation as our CEO-elect in July 2019, in the amount of 10,000,000 long-term incentive units in the Company’s operating partnership (“LTIP Units”). The LTIP Units will vest if the closing price of the Company’s Class A common stock is at or above $10.00 during regular trading on the New York Stock Exchange over any 90 consecutive trading days during the five-year performance period ending on July 25, 2024.
(B) Includes 1,315,789 shares of performance-based restricted stock units, with a grant date fair value of $286,842, granted to Mr. Barrack in March 2019 in connection with his then-appointment as our Chief Executive Officer. Pursuant to the vesting conditions of the award, Mr. Barrack will have the opportunity to earn 100% of the award if the Company’s stock price is equal to or greater than $11.10, at any time during the performance period ending March 14, 2022.
(4)    Pursuant to separation agreements, all of Messrs. Hedstrom’s, Tangen’s and Traenkle’s outstanding equity awards subject to time-based vesting conditions were accelerated on December 30, 2020, April 20, 2020 and March 8, 2020, respectively.
65 COLONY CAPITAL, INC. 2021 PROXY STATEMENT
COMPENSATION DISCUSSION AND ANALYSIS
OPTION EXERCISES AND STOCK VESTED IN 2020
The following table sets forth certain information with respect to stock awards vesting during the year ended December 31, 2020 with respect to our named executive officers.
STOCK AWARDS
NAMENUMBER OF
SHARES ACQUIRED
ON VESTING (#)
VALUE REALIZED
ON VESTING ($)(1)
Marc C. Ganzi—— 
Jacky Wu—— 
Ronald M. Sanders77,106 200,471 
Neale W. Redington144,736398,711 
Thomas J. Barrack Jr.2,887,002 5,937,413 
Mark M. Hedstrom(2)
508,7902,232,406 
Darren J. Tangen(3)
1,009,2071,924,645 
Kevin P. Traenkle(4)
118,414464,050 
(1)    Based on the closing price of our Class A common stock on the NYSE on the date of vesting.
(2)    Includes 409,216 shares of our Class A common stock that were vested on December 30, 2020 in accordance with Mr. Hedstrom’s separation agreement with the Company. Excludes 516,135 performance-based restricted stock units, which are subject to performance-based conditions over a three-year period. See Footnote 3 to the “Outstanding Equity Awards at Fiscal Year End 2020” table above for additional information regarding the applicable performance periods for such awards. Following the conclusion of the performance period, Mr. Hedstrom will be entitled to the number of units (with a potential payout percentage between 0 and 125%, or 200%, as the case may be) that would have been earned had Mr. Hedstrom been an employee of the Company at such time.
(3)    Includes 899,522 shares of our Class A common stock that were vested on April 20, 2020 in accordance with Mr. Tangen’s separation agreement with the Company. Excludes 1,015,666 performance-based restricted stock units, which are subject to performance-based conditions over a three-year period. See Footnote 3 to the “Outstanding Equity Awards at Fiscal Year End 2020” table above for additional information regarding the applicable performance periods for such awards. Following the conclusion of the performance period, Mr. Tangen will be entitled to the number of units (with a potential payout percentage between 0 and 125%, or 200%, as the case may be) that would have been earned had Mr. Tangen been an employee of the Company at such time.
(4)    Includes 93,601 shares of our Class A common stock that were vested on March 8, 2020 in accordance with Mr. Traenkle’s separation agreement with the Company. Excludes 119,587 performance-based restricted stock units, which are subject to performance-based conditions over a three-year period. See Footnote 3 to the “Outstanding Equity Awards at Fiscal Year End 2020” table above for additional information regarding the applicable performance periods for such awards. Following the conclusion of the performance period, Mr. Traenkle will be entitled to the number of units (with a potential payout percentage between 0 and 125%, or 200%, as the case may be) that would have been earned had Mr. Traenkle been an employee of the Company at such time.

POTENTIAL PAYMENTS ON TERMINATION OR CHANGE OF CONTROL
TERMINATION/CHANGE OF CONTROL COMPENSATION TABLE
The following table shows the potential payments to our named executive officers upon a termination of employment without cause or for good reason, upon a change of control of Colony Capital and upon the death or disability of the executive officer based on agreements and plans in effect as of December 31, 2020.
The types of events constituting cause, good reason, disability and a change of control differed in some respects among the different arrangements providing for benefits to the named executive officers; however, for consistency in presentation, our executive compensation arrangements have been grouped together based on these concepts without regard for any such differences. Our named executive officers were not entitled to any payments if they were terminated for cause or resigned without good reason or if they retired, other than in the case of Mr. Barrack, who was entitled to receive full vesting of all equity awards of the Company, carried interests and other like compensation if he retired on or after his attainment of age 72. In preparing the tables below, we assumed the applicable event (i.e., termination, change of control or death or disability) occurred on December 31, 2020. Market values of equity awards were determined by multiplying the applicable number of shares or units by $4.81, the per share closing price of our Class A common stock as of December 31, 2020.
66 COLONY CAPITAL, INC. 2021 PROXY STATEMENT
COMPENSATION DISCUSSION AND ANALYSIS
NAMEPAYMENTS/BENEFITSTERMINATION
WITHOUT CAUSE
OR FOR GOOD REASON
CHANGE OF CONTROL WITHOUT TERMINATION (1)
CHANGE OF CONTROL WITH TERMINATION (2)
DEATH OR DISABILITY
Marc C. GanziSeverance Payment$15,727,684 (3)$— $15,727,684 (3)$3,125,000 (4)
Equity Award Acceleration(5)
$235,156 $235,156 $235,156 $235,156 
Jacky WuSeverance Payment$1,670,283 (3)$— $1,670,283 (3)$585,000 (4)
Equity Award Acceleration(5)
$2,929,949 $— $2,929,949 $2,929,949 
Ronald M. SandersSeverance Payment$4,628,361 (3)$— $4,628,361 (3)$1,350,000 (4)
Equity Award Acceleration(5)
$1,519,897 $— $1,519,897 $1,519,897 
Neale W. RedingtonSeverance Payment$2,733,496 (3)$— $2,733,496 (3)$700,000 (4)
Equity Award Acceleration(5)
$1,085,588 $— $1,085,588 $1,085,588 
Thomas J. Barrack Jr.(6)
Severance Payment$18,796,471 (3)$— $18,796,471 (3)$4,250,000 (4)
Equity Award Acceleration(5)
$7,018,074 $7,018,074 $7,018,074 $7,018,074 
Mark M. HedstromSeverance Payment$5,193,611 (7)$— $— 

$— 

Equity Award Acceleration(5)
$1,964,237 (8)$— $— $— 
Darren J. TangenSeverance Payment$5,316,978 (9)$— $— 

$— 

Equity Award Acceleration(5)
$1,637,130 (10)$— $— $— 
Kevin P. TraenkleSeverance Payment$4,544,168 (11)$— $— 

$— 

Equity Award Acceleration(5)
$344,452 (12)$— $— $— 
(1)    Represents the value of the payments and benefits that our named executive officers would have received in the event of a change of control on December 31, 2020.
(2)    Represents the value of the payments and benefits that our named executive officers would have received in the event of a termination by us without cause or by the executive for good reason on December 31, 2020 in connection with a change of control.
(3)    Pursuant to the employment agreements discussed under “Compensation Discussion and Analysis-Employment Agreements,” represents (i) a lump sum cash payment equal to two times (or, for Messrs. Barrack and Ganzi, three times and for Mr. Wu, one time) the sum of the executive’s base salary and average annual bonus with respect to the three prior calendar years (or, for Messrs. Wu and Redington, the target bonus in effect), (ii) lump sum payment of any unpaid bonus for 2019, if any, (iii) the lump sum pro-rata target bonus for the effective period of employment for the year ended December 31, 2020, assuming the bonus was not paid in calendar year 2020, (iv) continued medical, dental and vision benefits at active employee rates for 24 months and (v) the continuation of certain benefits for 24 months following termination, but excludes any perquisites and other personal benefits or property, if any, with an aggregate value less than $10,000. For Mr. Barrack, also includes the continuation of certain benefits for 24 months following termination and the continued use of his office and the services of a personal assistant, and excludes continued use of the Company’s corporate jet for personal use which Mr. Barrack must reimburse the Company for the cost of any such use on the same terms as in effect prior to the date of termination. For Mr. Ganzi, also includes the continued use of his office and the services of a personal assistant, in each case, commensurate with those provided prior to the date of termination, for 18 months following termination.
(4)    Pursuant to the employment agreements discussed under “Compensation Discussion and Analysis-Employment Agreements,” represents (i) any unpaid bonus for 2019, if any, and (ii) the pro-rata target bonus for the effective period of employment for the year ended December 31, 2020, assuming the bonus was not paid in calendar year 2020, in either case, which is payable in lump sum by the Company upon termination of the named executive officer’s employment by us due to his death or disability. For purposes of the employment agreements, “disability” is defined as physical or mental incapacity that substantially prevents the named executive officer from performing his duties and that has continued for at least 180 consecutive days.
(5)    Pursuant to the employment agreements discussed under “Compensation Discussion and Analysis-Employment Agreements,” represents the value of all equity awards of the Company that would fully vest upon termination of the named executive officer’s employment by us without cause, by the named executive officer with good reason or upon death or disability. In addition, pursuant to Mr. Barrack’s employment agreement, as amended in March 2019 in connection with his November 2018 appointment as Chief Executive Officer, Mr. Barrack is entitled to a full vesting of all equity awards of the Company upon a change in control (as such term is defined in the CLNY Equity Incentive Plan). Amount excludes (i) the value of performance-based restricted stock units, which are subject to performance-based conditions over a three-year period ending March 14, 2021, March 14, 2022 and March 14, 2023, and (ii) for Mr. Ganzi, excludes the value of performance-based LTIP Units, subject to performance based conditions over a five-year period ending July 25, 2024, all as set forth in Footnote 3(A) to the “Outstanding Equity Awards at Fiscal Year End 2020” table above. Following the conclusion of the performance period of the performance-based restricted stock units, the named executive officer would be entitled to the number of units (with a potential payout percentage between (i) 0 and 125% for the units subject to the performance period ending March 14, 2021 and (ii) 0 and 200% for the units subject to the performance period ending March 14, 2022 and March 14, 2023 (other than with respect to Mr. Barrack’s award described in Footnote 3(B) to the “Outstanding Equity Awards at Fiscal Year End 2020” table above, which, as of the date of this proxy statement, provides for the potential to be 0 or 100% for the units subject to the performance period)) that would have been earned had the named executive officer been an employee of the Company at such time. Following the conclusion of the performance period of the performance-based LTIP Units, Mr. Ganzi would be entitled to the number of LTIP Units (with a potential payout percentage of 0% or 100%) that would have been earned had Mr. Ganzi been an employee of the Company at such time. In addition, amounts exclude carried interests, which are subject to achievement of minimum return hurdles in accordance with the terms set out in the respective governing agreements for the Company’s managed private funds and other investment vehicles.
(6)    On March 30, 2021, the Company and Mr. Barrack entered into a separation agreement in connection with Mr. Barrack’s transition from his Executive Chairman of the Company to a non-executive member of the Board, effective April 1, 2021. See “Compensation Discussion and Analysis—Employment Agreements—Separation Agreement with Thomas J. Barrack, Jr.”
67 COLONY CAPITAL, INC. 2021 PROXY STATEMENT
COMPENSATION DISCUSSION AND ANALYSIS
(7)    Pursuant to an employment agreement and separation agreement discussed under “Compensation Discussion and Analysis—Employment Agreements—Other NEO Separation Agreements,” represents (i) a lump sum cash payment equal to $3,500,000 and (ii) a prorated target bonus for the effective period of employment during the year ended December 31, 2020, each of which was paid to Mr. Hedstrom on December 30, 2020. Also includes $68,611 in estimated continued medical, dental and vision benefits at active employee rates for 24 months.
(8)    Pursuant to an employment agreement and separation agreement discussed under “Compensation Discussion and Analysis—Employment Agreements—Other NEO Separation Agreements,” represents the value of all equity awards of the Company that were fully vested as of December 30, 2020. This amount excludes the value of the 516,135 performance-based restricted stock units, which are subject to performance-based conditions over a three-year period. See Footnote 3 to the “Outstanding Equity Awards at Fiscal Year End 2020” table above for additional information regarding the applicable performance periods for such awards. Following the conclusion of the performance period, Mr. Hedstrom will be entitled to the number of units (with a potential payout percentage between 0 and 125%, or 200%, as the case may be) that would have been earned had Mr. Hedstrom been an employee of the Company at such time.
(9)    Pursuant to an employment agreement and separation agreement discussed under “Compensation Discussion and Analysis—Employment Agreements—Other NEO Separation Agreements,” represents (i) a lump sum cash payment equal to two times the sum of his base salary and average annual bonus with respect to the three prior calendar years and (ii) a prorated target bonus for the effective period of employment during the year ended December 31, 2020, each of which was paid to Mr. Tangen on April 20, 2020. Also includes $66,360 in estimated continued medical, dental and vision benefits at active employee rates for 24 months.
(10)    Pursuant to an employment agreement and separation agreement discussed under “Compensation Discussion and Analysis—Employment Agreements—Other NEO Separation Agreements,” represents the value of all equity awards of the Company that were fully vested as of April 20, 2020. This amount excludes the value of the 1,015,666 performance-based restricted stock units, which are subject to performance-based conditions over a three-year period. See Footnote 3 to the “Outstanding Equity Awards at Fiscal Year End 2020” table above for additional information regarding the applicable performance periods for such awards. Following the conclusion of the performance period, Mr. Tangen will be entitled to the number of units (with a potential payout percentage between 0 and 125%, or 200%, as the case may be) that would have been earned had Mr. Tangen been an employee of the Company at such time.
(11)    Pursuant to an employment agreement and separation agreement discussed under “Compensation Discussion and Analysis—Employment Agreements—Other NEO Separation Agreements,” represents (i) a lump sum cash payment equal to two times the sum of his base salary and average annual bonus with respect to the three prior calendar years, (ii) a prorated target bonus for the effective period of employment during the year ended December 31, 2020, (iii) Mr. Traenkle’s cash bonus for 2019 in the amount of $1,870,341, paid on February 27, 2020 (the same date as the payment of cash bonuses for all of the Company’s employees) and (iv) an additional lump sum payment of $833,333, in order to resolve a disagreement regarding contract interpretation, each of which (other than the amounts in the foregoing clause (iii)), was paid to Mr. Traenkle on March 8, 2020. Also includes $50,076 in estimated continued medical, dental and vision benefits at active employee rates for 24 months.
(12)    Pursuant to an employment agreement and separation agreement discussed under “Compensation Discussion and Analysis—Employment Agreements—Other NEO Separation Agreements,” represents the value of all equity awards of the Company that were fully vested as of December 30, 2020. This amount excludes the value of the 119,587 performance-based restricted stock units, which are subject to performance-based conditions over a three-year period. See Footnote 3 to the “Outstanding Equity Awards at Fiscal Year End 2020” table above for additional information regarding the applicable performance periods for such awards. Following the conclusion of the performance period, Mr. Traenkle will be entitled to the number of units (with a potential payout percentage between 0 and 125%, or 200%, as the case may be) that would have been earned had Mr. Traenkle been an employee of the Company at such time.
The tables above do not include payments and benefits to the extent we generally provide them on a non-discriminatory basis to salaried employees upon termination of employment, including: (i) life insurance upon death in the amount of two times the employee’s annual salary but not exceeding a total of $750,000; and (ii) disability benefits. As a result of provisions in each of our named executive officers’ employment agreements, in the event that any payment or benefit to be paid or provided to such an executive set forth above would have been subject to the excise tax under Section 4999 of the Code, the payments and benefits to such executive would have been reduced to the extent necessary to avoid the imposition of such excise tax, but only if such reduction would result in a greater after-tax benefit to the executive. The amounts set forth in the table above have not been adjusted to reflect any such reduction that might be applicable.
CEO Pay Ratio
The ratio of our Chief Executive Officer’s annual total compensation for 2020 to that of the median employee’s annual total compensation for 2020 is 25:1. This ratio is based on the 2020 annual total compensation of $4,815,779 for Mr. Ganzi, as our Chief Executive Officer as of December 31, 2020 (the “Measurement Date”), as reported in the Summary Compensation Table above and the 2020 annual total compensation of $193,916 for the median employee, using the same components of compensation as used in the Summary Compensation Table for the Chief Executive Officer. The pay ratio reported above is a reasonable estimate calculated in a manner consistent with SEC rules based on our internal records and the methodology described below.
The median employee was determined using total cash compensation (including salaries and cash bonuses) paid by our company during 2020 to our employees (other than our Chief Executive Officer) as of the Measurement Date, which was consistent with the methodology used for last year’s determination as of December 31, 2019. Any compensation paid to employees in foreign currencies was converted to U.S. dollars as of the Measurement Date.
68 COLONY CAPITAL, INC. 2021 PROXY STATEMENT

COMPENSATION DISCUSSION AND ANALYSIS
EQUITY COMPENSATION PLAN INFORMATION
The following table provides summary information on the securities issuable under our equity compensation plans as of December 31, 2020.
NUMBER OF SECURITIES TO BE ISSUED UPON EXERCISE OF OUTSTANDING OPTIONS, WARRANTS AND RIGHTS(1)
WEIGHTED-AVERAGE EXERCISE PRICE OF OUTSTANDING OPTIONS, WARRANTS AND RIGHTSNUMBER OF SECURITIES REMAINING AVAILABLE FOR FUTURE ISSUANCE UNDER EQUITY INCENTIVE PLANS (EXCLUDING SECURITIES REFLECTED IN COLUMN (a))
PLAN CATEGORY(a)(b)(c)
Equity compensation plans approved by security holders
CLNY Equity Incentive Plan43,296,296 (2)N/A— (3)
Pre-Merger Equity Awards238,509 (4)N/A— 
Total43,534,805  — 
(1)As of December 31, 2020, represents shares issuable pursuant to awards of LTIP units and deferred stock units. Conditioned on minimum allocation to the capital accounts of the LTIP unit for federal income tax purposes, each LTIP unit could have been converted, at the election of the holder, into one OP Unit. Each of the OP Units underlying these LTIP units was redeemable at the election of the holder, at the Company’s option in its capacity as general partner of our Operating Company, for: (i) cash equal to the then fair value of one share of the Company’s Class A common stock; or (ii) one share of the Company’s Class A common stock. Deferred stock units are held by certain of our non-executive directors and are payable in shares of the Company’s Class A common stock either upon a director’s departure from our board of directors or in annual installments over three years following departure. Except as set forth in footnote (4) below, does not include securities issuable pursuant to NRF’s Third Amended and Restated 2004 Omnibus Stock Incentive Plan, which our company assumed on January 10, 2017 in accordance with the merger agreement.
(2)    Includes the maximum number of shares of our Class A common stock issuable pursuant to (i) awards of 10,905,353 restricted stock units subject to performance-based conditions, (ii) awards of 1,958,931 restricted stock units subject to performance-based conditions at the maximum payout of 125%, (iii) awards of 6,661,171 restricted stock units subject to performance-based conditions at the maximum payout of 200%, (iv) 15,351,405 LTIP units, of which 11,845,018 LTIP units are subject to performance-based conditions, and (v) 1,268,532 deferred stock units issued to our non-executive directors pursuant to the deferred compensation program, in each case, that were outstanding as of December 31, 2020.
(3)    Represents shares of our Class A common stock remaining available for issuance as of December 31, 2020, pursuant to the CLNY Equity Incentive Plan, other than the shares to be issued upon exercise of outstanding options, warrants and rights disclosed in the first column. Pursuant to the terms of the CLNY Equity Incentive Plan, the number of shares of common stock reserved for issuance thereunder automatically increases on January 1st of each year by 2% of the outstanding number of shares of our common stock on the immediately preceding December 31st.
(4)    Represents shares of the Company’s Class A common stock issuable pursuant to outstanding OP Units originally granted by, or issued with respect to awards that were originally granted by, NRF prior to the Merger, which were outstanding as a result of anti-dilution adjustments made in connection with the Merger. The issuance of shares of the Company’s Class A common stock pursuant to these awards was approved by NRF’s stockholders prior to the Merger and, as disclosed in connection with the Merger, the shares of the Company’s Class A common stock to be issued pursuant to these awards will not be issued pursuant to, and will not reduce availability under, the CLNY Equity Incentive Plan.


69 COLONY CAPITAL, INC. 2021 PROXY STATEMENT

Security Ownership of Certain Beneficial Owners and Management
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

OWNERSHIP OF EQUITY SECURITIES OF THE COMPANY BY DIRECTORS AND EXECUTIVE OFFICERS
The following table sets forth, as of March 24, 2021, the total number and the percentage of shares of our common stock beneficially owned by:
•    each of our directors and each nominee for director;
•    each of our named executive officers; and
•    all of our directors and named executive officers as a group.
COMMON SHARE EQUIVALENTS(2)
CLASS A COMMON STOCK(2)
CLASS B COMMON STOCK(2)
NAME AND ADDRESS OF BENEFICIAL OWNER(1)
NUMBER OF
SHARES
BENEFICIALLY
OWNED		% OF
COMMON
SHARE EQUIVALENTS		% OF
CLASS A SHARES 
NUMBER OF SHARES
BENEFICIALLY
OWNED(2)
% OF
CLASS B SHARES
Marc Ganzi(3)
10,346,586 1.89 %*— — 
Jacky Wu(3)
844,573**— — 
Ronald M, Sanders(3)
942,939**— — 
Sonia Kim(3)
253,589**— — 
Neale W. Redington(3)
387,734**— — 
Thomas J. Barrack, Jr.(3)(4)
31,220,8345.69 %*733,931 100 %
Mark M. Hedstrom(3)(5)
3,005,709**— — 
Darren J. Tangen(3)
1,627,908**— — 
Kevin P. Traenkle(3)
928,932**— — 
J. Braxton Carter(7)
34,904**— — 
Nancy A. Curtin(6)
188,147**— — 
Jeannie H. Diefenderfer(7)
81,219——— — 
Jon A. Fosheim(6)
237,070**— — 
Craig M. Hatkoff(7)
142,437**— — 
Gregory J. McCray(7)
11,930**— — 
Raymond C. Mikulich(6)
174,074**— — 
George G. C. Parker(7)
191,947**— — 
Sháka Rasheed———— — 
Dale Anne Reiss(7)
108,230**— — 
John L. Steffens(6)
329,338**— — 
All directors, named executive officers and executive officers as a group (20 persons)51,058,100 
(8)

8.87%2.35 %733,931 100 %
*    Less than one percent.
(1)    The address of each of beneficial owner is c/o Colony Capital, Inc., 750 Park of Commerce Drive, Suite 210, Boca Raton, FL 33487.
(2)    Beneficial ownership is determined in accordance with the rules of the SEC and generally includes voting or investment power with respect to securities. “Common Share Equivalents” includes (A) 495,780,221 shares of our Class A common stock (which includes 9,641,604 non-voting shares held by CBW 2020, LLC, a Company affiliate) and 733,931 shares of Class B common stock, in each case where (i) the investor actually owns beneficially or of record, (ii) over which the investor has or shares direct or indirect voting or dispositive control (such as in the capacity as a general partner of an investment fund); and (iii) over which the investor has the right to acquire direct or indirect voting or dispositive control within 60 days, (B) 1,151,864 deferred stock units held by certain of our non-executive directors, which will be automatically settled in shares of our Class A common stock following each such director’s departure from our Board, and (C) 51,071,558 OP units and LTIP units which may be redeemed for cash or, at our option, shares of Class A common stock, subject to certain conditions, and in accordance with the limited liability company agreement of our Operating Company, in each case, as of March 18, 2021. The percentages presented in the table are based on (i) 539,138,593 common share equivalents, (ii) 486,181,240 shares of our Class A common stock and (iii) 733,931 shares of Class B common stock, in each case, as of March 18, 2021.
(3)    Includes shares of restricted Class A common stock subject to time-based vesting for Messrs. Ganzi, Wu, Sanders, Kim, Redington and Barrack. For Messrs. Tangen and Traenkle, based on information available to us as of March 19, 2020 plus shares issued in connection with the vesting of certain restricted stock units on March 24, 2021. Excludes restricted stock units subject to performance based vesting as follows: Mr. Ganzi - 10,818,593 (10,000,000 of which are in the form of LTIP Units); Mr. Wu - 35,099; Mr. Sanders - 461,910; Ms. Kim - 57,953; Mr. Redington - 159,194; Mr. Barrack - 3,140,251; Mr. Hedstrom - 418,301; Mr. Tangen - 498,796; and Mr. Traenkle - 41,629.
70 COLONY CAPITAL, INC. 2021 PROXY STATEMENT
Security Ownership of Certain Beneficial Owners and Management
(4)    Includes (i) Class A common shares (subject to timing vesting) held in a family trust of which Mr. Barrack is trustee, (ii) Class B common shares held directly and (iii) 26,054,642 OP Units held by Colony Capital, LLC, a Delaware limited liability company controlled by Mr. Barrack, of which 4,815,450 OP Units have been allocated to certain current and former employees.
(5)    Includes 2,412,315 OP Units allocated to such person in connection with Colony Capital’s management internalization completed in 2015, and held by limited liability companies controlled by Mr. Barrack. The OP Units, subject to certain conditions, may be redeemed for cash or, at the Company’s option, Class A common stock, upon such redemption.
(6)    Includes deferred stock units as follows: Ms. Curtin - 166,084; Mr. Fosheim - 231,070; Mr. Mikulich - 124,074; and Mr. Steffens - 267,648. Includes 324,876 units for Messrs. Fosheim, Mikulich and Steffens, and Ms. Curtin not yet vested.
(7)    Includes 4,904 shares for Mr. Carter, 11,930 shares for Mr. McCray and 81,219 shares for Ms. Diefenderfer, Mr. Hatkoff, Mr. Parker, and Ms. Reiss of Class A common stock not yet vested.
(8)    Adjusted to exclude an aggregate of 2,412,315 OP Units allocated to Mr. Hedstrom, and held by limited liability companies controlled by Mr. Barrack. See footnotes 3 and 5 above.
None of our named executive officers or directors owns any shares of our preferred stock, other than Mr. Barrack and Mr. Fosheim, who each beneficially own certain shares of our preferred stock as set forth in the following table, as of March 18, 2021.
SERIES G PREFERRED STOCKSERIES H PREFERRED STOCKSERIES I PREFERRED STOCKSERIES J PREFERRED STOCK
NAME AND ADDRESS OF BENEFICIAL OWNER(1)
NUMBER
%(2)
NUMBER
%(3)
NUMBER
%(4)
NUMBER
%(5)
Thomas J. Barrack, Jr.(6)
152,929 5.17 %79,988 *79,178 *16,024 *
Jon A. Fosheim——————4,400*
*    Less than one percent.
(1)    The address of each of beneficial owner is c/o Colony Capital, Inc., 750 Park of Commerce Drive, Suite 210, Boca Raton, FL 33487.
(2)    Based on 3,450,000 shares of our Series G preferred stock outstanding as of March 18, 2021.
(3)    Based on 11,500,000 shares of our Series H preferred stock outstanding as of March 18, 2021.
(4)    Based on 13,800,000 shares of our Series I preferred stock outstanding as of March 18, 2021
(5)    Based on 12,600,000 shares of our Series J preferred stock outstanding as of March 18, 2021.
(6)    Represents acquisitions by an investment vehicle between (i) an investment fund sponsored and managed by affiliates

Cumulative TSR of the Company and beneficially controlled by the reporting person through the general partner of such investment fund and (ii) a wholly-owned subsidiary of our Operating Company. The reporting person disclaims beneficial ownership of these securities except to the extent of his pecuniary interest therein.

OWNERSHIP OF EQUITY SECURITIES OF THE COMPANY BY 5% STOCKHOLDERS
The following table sets forth how many shares of our Class A common stock are beneficially owned by each person known to us to be the beneficial owner of more than five percent (5%)Cumulative TSR of the outstanding shares of our Class A common stock, in each case, based solely on, and as of the date of, such person’s filing of a Schedule 13D or Schedule 13G with the SEC.Peer Group

AMOUNT AND NATURE OF BENEFICIAL OWNERSHIP
NAME AND ADDRESS OF BENEFICIAL OWNERNUMBERPERCENTAGE
The Vanguard Group(1)
67,335,705 12.27 %
BlackRock, Inc.(2)
51,973,344 9.47 %
The Baupost Group, L.L.C.(3)
37,123,393 6.77 %
Linden Capital L.P.(4)
32,023,651 5.84 %
(1)    Based solely on information provided in a Schedule 13G/A filed on February 10, 2021, The Vanguard Group, Inc. has sole voting power with respect to 0 shares of our Class A common stock, sole dispositive power with respect to 65,403,454 shares of our Class A common stock, shared voting power with respect to 1,531,826 shares of our Class A common stock, and shared dispositive power with respect to 1,932,251 shares. The address of The Vanguard Group, Inc., as reported by it in the Schedule 13G/A, is 100 Vanguard Blvd., Malvern, PA 19355.
(2)    Based solely on information provided in a Schedule 13G/A filed on March 10, 2021, BlackRock, Inc. has sole voting power with respect to 49,775,017 shares of our Class A common stock, sole dispositive power with respect to 51,973,344 shares of our Class A common stock, shared voting power with respect to 0 shares of our Class A common stock, and shared dispositive power with respect to 0 shares. The address of BlackRock, Inc., as reported by it in the Schedule 13G/A, is 55 East 52nd Street, New York, NY 10055.

 

DIGITALBRIDGE  2023 PROXY STATEMENT |67

GRAPHIC68 | DIGITALBRIDGE 2023 PROXY STATEMENT SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT Ownership of Equity Securities of the Company by Directors and Executive Offcers The following table sets forth, as of March 15, 2023, the total number and the percentage of shares of our common stock benefcially owned by: ! each of our directors and each nominee for director; ! each of our named executive offcers; and ! all of our directors and named executive offcers as a group. Class A Common Common Share Equivalents(2) Stock(2) Class B Common Stock % of Common Name and Address of Number of Shares Share % of Class A Number of Shares % of Class B Benefcial Owner(1) Benefcially Owned Equivalents Shares Benefcially Owned Shares Marc Ganzi(3) 2,805,776 1.61% * — — Benjamin J. Jenkins(3) 2,404,402 1.38% * — — Jacky Wu(3) 342,047 * * — — Ronald M. Sanders(3) 301,684 * * — — Liam Stewart(3) 171,957 * * — — James Keith Brown — — — — — J. Braxton Carter(5) 21,765 * * — — Nancy A. Curtin(4) 84,736 * * — — Jeannie H. Diefenderfer(5) 33,344 * * — — Jon A. Fosheim(4) 76,199 * * — — Gregory J. McCray(5) 16,021 * * — — Sháka Rasheed(4)(5) 13,063 * * — — Dale Anne Reiss(5) 40,096 * * — — David M. Tolley(4)(5) 6,267 * * — — All directors and executive offcers as a group (14 persons) 6,379,368 3.65% 0.95% — — * Less than one percent. (1) The address of each of benefcial owner is c/o DigitalBridge Group, Inc., 750 Park of Commerce Drive, Suite 210, Boca Raton, FL 33487. (2) Benefcial ownership is determined in accordance with the rules of the SEC and generally includes voting or investment power with respect to securities. “Common Share Equivalents” includes (A) 161,632,617 shares of our Class A common stock and 166,494 shares of Class B common stock, in each case where (i) the investor actually owns benefcially or of record, (ii) over which the investor has or shares direct or indirect voting or dispositive control (such as in the capacity as a general partner of an investment fund); and (iii) over which the investor has the right to acquire direct or indirect voting or dispositive control within 60 days, (B) 163,193 deferred stock units held by certain Toppan Merrill - DigitalBridge [fka Colony Capital_ Inc.] PRE 14A [iXBRL Proxy] ED [AUX] | ltolend | 28-Mar-23 09:40 | 23-2053-3.ea | Sequence: 36 CHKSUM Content: 62007 Layout: 56515 Graphics: 0 CLEAN JOB: 23-2053-3 CYCLE#;BL#: 9; 0 TRIM: 8.25" x 10.75" AS: New York: 212-620-5600 COLORS: DB dark blue, ~note-color 2, DB dark green, Black GRAPHICS: none V1.5
71 COLONY CAPITAL, INC. 2021 PROXY STATEMENT
Security Ownership of Certain Beneficial Owners and Management
(3)    Based solely on information provided in a Schedule 13G/A filed on February 12, 2021, The Baupost Group, L.L.C. has sole voting power with respect to 0 shares of our Class A common stock, sole dispositive power with respect to 0 shares of our Class A common stock, shared voting power with respect to 37,123,393 shares of our Class A common stock, and shared dispositive power with respect to 37,123,393 shares. The address of The Baupost Group, L.L.C., as reported by it in the Schedule 13G/A, is 10 St. James Avenue, Suite 1700, Boston, Massachusetts 02116.

GRAPHICSECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT of our non-executive directors, which will be automatically settled in shares of our Class A common stock following each such director’s departure from our Board, and (C) 12,628,873 OP units and LTIP units which may be redeemed for cash or, at our option, shares of Class A common stock, subject to certain conditions, and in accordance with the limited liability company agreement of our Operating Company, in each case, as of March 15, 2023. The percentages presented in the table are based on (i) 174,591,177 common share equivalents, (ii) 161,632,617 shares of our Class A common stock and (iii) 166,494 shares of Class B common stock outstanding, in each case, as of March 15, 2023. (3) Includes shares of restricted Class A common stock subject to time-based vesting for Messrs. Ganzi, Jenkins, Wu, Sanders and Stewart and Ms. Kim. Excludes restricted stock units subject to performance-based vesting. (4) Includes deferred stock units as follows: Ms. Curtin—79,221; Mr. Fosheim—70,343; and Mr. Rasheed—13,063. (5) Includes shares of restricted Class A common stock subject to time-based vesting for Messrs. Carter, McCray, Rasheed and Tolley and Mses. Diefenderfer and Reiss. None of our named executive offcers or directors owns any shares of our preferred stock, other than Mr. Fosheim, who benefcially owned 4,400 shares of our Series J preferred stock as of March 15, 2023. Ownership of Equity Securities of the Company by 5% Stockholders The following table sets forth how many shares of our Class A common stock are benefcially owned by each person known to us to be the benefcial owner of more than fve percent (5%) of the outstanding shares of our Class A common stock, in each case, based solely on, and as of the date of, such person’s fling of a Schedule 13D or Schedule 13G with the SEC. Amount and Nature of Benefcial Ownership of Class A Common Stock Name and Address of Benefcial Owner Number Percentage(1) The Vanguard Group(2) 24,459,059 15.3% Wafra Inc.(3) 15,785,759 9.8% BlackRock, Inc.(4) 10,913,382 6.8% Capital International Investors(5) 8,363,593 5.2% (1) The percentages presented in the table is based on 161,632,617 shares of our Class A common stock outstanding as of March 15, 2023. (2) Based solely on information provided in a Schedule 13G/A fled on February 9, 2023, The Vanguard Group, Inc. has sole voting power with respect to 0 shares of our Class A common stock, sole dispositive power with respect to 24,046,087 shares of our Class A common stock, shared voting power with respect to 256,905 shares of our Class A common stock, and shared dispositive power with respect to 412,972 shares. The address of The Vanguard Group, Inc., as reported by it in the Schedule 13G/A, is 100 Vanguard Blvd., Malvern, PA 19355. (3) Based solely on information provided in a Schedule 13G/A fled on November 29, 2022, Wafra Strategic Holdings LP, WSH GP LLC, Wafra Inc. and Wafra Funds GP Inc. (the “Wafra Reporting Persons”), and The Public Institution of Social Security, a public pension plan that is indirectly owned and controlled by the government of the State of Kuwait (“PIFSS”), have sole voting and dispositive power with respect to 15,785,759 shares of our Class A common stock. The address of the Wafra Reporting Persons, as reported in the Schedule 13G/A, is 345 Park Avenue, 41st Floor New York, New York 10154-0101 and the address of PIFSS is AlMurqab, Al-Soor St, Ta’aminat Building, Kuwait City 13104 Kuwait. (4) Based solely on information provided in a Schedule 13G/A fled on February 3, 2023, BlackRock, Inc. has sole voting power with respect to 10,702,145 shares of our Class A common stock, sole dispositive power with respect to 10,913,832 shares of our Class A common stock, shared voting power with respect to 0 shares of our Class A common stock, and shared dispositive power with respect to 0 shares. The address of BlackRock, Inc., as reported by it in the Schedule 13G/A, is 55 East 52nd Street, New York, NY 10055. DIGITALBRIDGE 2023 PROXY STATEMENT | 69 Toppan Merrill - DigitalBridge [fka Colony Capital_ Inc.] PRE 14A [iXBRL Proxy] ED [AUX] | ltolend | 28-Mar-23 09:40 | 23-2053-3.ea | Sequence: 37 CHKSUM Content: 13134 Layout: 29481 Graphics: 0 CLEAN JOB: 23-2053-3 CYCLE#;BL#: 9; 0 TRIM: 8.25" x 10.75" AS: New York: 212-620-5600 COLORS: DB dark green, ~note-color 2, DB med blue, DB dark blue, Black, DB med gray GRAPHICS: none V1.5
(4)    Based solely on information provided in a Schedule 13G/A filed on February 9, 2021, Linden Capital L.P. has sole voting and dispositive power with respect to 0 shares of our Class A common stock, shared voting power with respect to 40,373,912 shares of our Class A common stock, and shared dispositive power with respect to 40,373,912 shares.     Consists entirely of shares obtainable upon conversion of the 5.75% Exchangeable Senior Notes due 2025 issued by Colony Capital Operating Company, LLC.

72 COLONY CAPITAL, INC. 2021 PROXY STATEMENT
PROPOSAL NO. 3: Ratification of Appointment of Our Independent Registered Public Accounting Firm
PROPOSAL NO. 3: Ratification of Appointment of Our Independent Registered Public Accounting Firm

GRAPHICSECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT 70 | DIGITALBRIDGE 2023 PROXY STATEMENT (5) Based solely on information provided in a Schedule 13G/A fled on February 13, 2023, Capital International Investors has sole voting and dispositive power with respect to 8,363,593 shares of our Class A common stock. The address of Capital International Investors, as reported by it in the Schedule 13G/A, is 333 South Hope Street, 55th Fl, Los Angeles, CA 90071. Toppan Merrill - DigitalBridge [fka Colony Capital_ Inc.] PRE 14A [iXBRL Proxy] ED [AUX] | ltolend | 28-Mar-23 09:40 | 23-2053-3.ea | Sequence: 38 CHKSUM Content: 2877 Layout: 725 Graphics: 0 CLEAN JOB: 23-2053-3 CYCLE#;BL#: 9; 0 TRIM: 8.25" x 10.75" AS: New York: 212-620-5600 COLORS: DB dark green, ~note-color 2, DB med blue, DB dark blue, Black, DB med gray GRAPHICS: none V1.5
The Audit Committee of our Board of Directors has appointed Ernst & Young LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2021. A representative of Ernst & Young LLP is expected to be present at the annual meeting and will be available to respond to appropriate questions from our stockholders and will be given an opportunity to make a statement if he or she desires to do so.
Stockholder ratification of the selection of Ernst & Young LLP as our independent registered public accounting firm is not required by our bylaws or otherwise. However, our Board is submitting the appointment of Ernst & Young LLP to the stockholders for ratification as a matter of good corporate governance.
If this selection is not ratified by our stockholders, the Audit Committee may, but need not, reconsider its appointment and endorsement. Even if the selection is ratified, the Audit Committee in its discretion may direct the appointment of a different independent registered public accounting firm at any time during the year if it determines that such a change would be in the best interests of the Company.
Our Board of Directors Recommends a Vote “FOR” Ratification of the Selection of Ernst & Young LLP as our Independent Registered Public Accounting Firm for the fiscal year ending December 31, 2021.
AUDIT COMMITTEE REPORT
The Audit Committee is currently composed of Messrs. Parker (Chairman), Fosheim and Mikulich and Mses. Diefenderfer and Reiss. The members of the Audit Committee are appointed by and serve at the discretion of the Board of Directors. The Audit Committee operates under a written charter adopted by our Board of Directors.
One of the principal purposes of the Audit Committee is to assist the Board of Directors in the oversight of the integrity of the Company’s financial statements. The Company’s management team has the primary responsibility for the financial statements and the reporting process, including the system of internal controls and disclosure controls and procedures. In fulfilling its oversight responsibilities, the Audit Committee reviewed and discussed the audited financial statements in the Annual Report on Form 10-K for the year ended December 31, 2020 with our management.
The Audit Committee also is responsible for assisting the Board of Directors in the oversight of the qualification, independence and performance of the Company’s independent auditors. The Audit Committee reviewed and discussed with the independent auditors, who are responsible for expressing an opinion on the conformity of those audited financial statements with generally accepted accounting principles, its judgments as to the quality, not just the acceptability, of the Company’s accounting principles and such other matters as are required to be discussed with the Audit Committee under generally accepted auditing standards and those matters required to be discussed by Statement on Auditing Standards No. 1301, “Communications with Audit Committees”.
The Audit Committee has received both the written disclosures and the letter from Ernst & Young LLP required by applicable requirements of the Public Company Accounting Oversight Board regarding the independent accountant’s communications with the Audit Committee concerning independence, and has discussed with Ernst & Young LLP its independence. In addition, the Audit Committee has considered whether the provision of non-audit services, and the fees charged for such non-audit services, by Ernst & Young LLP are compatible with maintaining the independence of Ernst & Young LLP from management and the Company.
Based on the reviews and discussions referred to above, the Audit Committee recommended to the Board of Directors that our audited financial statements for 2020 be included in our Annual Report on Form 10-K for the fiscal year ended December 31, 2020 for filing with the SEC.
Audit Committee:
George G. C. Parker, Chairperson
Jeannie H. Diefenderfer
Jon A. Fosheim
Raymond C. Mikulich
Dale Anne Reiss
73 COLONY CAPITAL, INC. 2021 PROXY STATEMENT
Independent Registered Public Accounting Firm's Fees
INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM’S FEES

GRAPHICPROPOSAL NO. 3: ADVISORY VOTE ON THE FREQUENCY OF THE ADVISORY VOTE ON NAMED EXECUTIVE OFFICER COMPENSATION We are seeking an advisory vote on the frequency with which say-on-pay votes should be held in the future. This advisory vote is commonly referred to as “say-on-frequency.” Stockholders may vote to indicate their preference for conducting a say-on-pay vote as follows: ! One year; ! Two years; ! Three years; or ! Abstain from voting on this proposal. The Board of Directors has determined that holding a say-on-pay vote every year is the most appropriate alternative for the Company. In recommending an annual advisory vote on executive compensation, the Board considered that an annual vote will allow our stockholders to provide us with timely feedback on our compensation policies and practices as disclosed in the proxy statement every year, which will allow us to take action, if appropriate, on a real-time basis. Additionally, an annual say-on-pay vote is consistent with our general policy of seeking regular input from, and engaging in discussions with, our stockholders on corporate governance matters and our executive compensation policies and practices. Because this proposal is advisory, it will not be binding on the Company, and the Board of Directors may determine to hold an advisory vote on executive compensation more or less frequently than the option selected by our stockholders. However, the Board of Directors values our stockholders’ opinions, and the Board will consider the outcome of the vote when determining the frequency of future advisory votes on executive compensation. Our Board of Directors Recommends a Vote, on a Non-binding, Advisory Basis, for “ONE YEAR” for the Frequency of the of the Advisory Vote On Named Executive Offcer Compensation. DIGITALBRIDGE 2022 PROXY STATEMENT | 71 Toppan Merrill - DigitalBridge [fka Colony Capital_ Inc.] PRE 14A [iXBRL Proxy] ED [AUX] | 105969 | 27-Mar-23 23:29 | 23-2053-3.fa | Sequence: 1 CHKSUM Content: 24637 Layout: 10063 Graphics: 56666 CLEAN JOB: 23-2053-3 CYCLE#;BL#: 8; 0 TRIM: 8.25" x 10.75" AS: New York: 212-620-5600 COLORS: Yellow, Magenta, Cyan, ~note-color 2, DB dark blue, Black, DB lgt gray, DB dark green GRAPHICS: tickmark_4c_icon.eps V1.5

Aggregate fees billed and expected to be billed by Ernst & Young LLP for the fiscal years ended December 31, 2020 and 2019 were as follows:
TYPE OF FEE20202019
Audit Fees(1)
$7,361,401 $7,516,356 
Audit-Related Fees(2)
769,364 475,161 
Tax Fees(3)
1,895,797 1,574,106 
All Other Fees(4)
1,420 7,200 
Total$10,027,982 $9,572,823 
(1)    Fees for audit services for the fiscal years ended December 31, 2020 and 2019 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 years ended December 31, 2020 and 2019 are for transaction advisory services in connection with the Company’s potential acquisitions.
(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 for EY’s accounting research tool.
AUDIT COMMITTEE PRE-APPROVAL POLICY
The Audit Committee’s policy is to review and pre-approve, either pursuant to the Audit Committee’s Audit and Non-Audit Services Pre-Approval Policy or through a separate pre-approval by the Audit Committee, any engagement of the Company’s independent auditor to provide any audit or permissible non-audit service to the Company. Pursuant to the Audit and Non-Audit Services Pre-Approval Policy, which will be reviewed and reassessed annually by the Audit Committee, a list of specific services within certain categories of services, including audit, audit-related, tax and other services, are specifically pre-approved for the upcoming or current fiscal year, subject to an aggregate maximum annual fee payable by the Company for each category of pre-approved services. Any service that is not included in the approved list of services must be separately pre-approved by the Audit Committee. In addition, all audit and permissible non-audit services in excess of the pre-approved fee level, whether or not included on the pre-approved list of services, must be separately pre-approved by the Audit Committee. The Audit Committee has delegated authority to its chairman to specifically pre-approve engagements for the performance of audit and permissible non-audit services, provided that the estimated cost for such services shall not exceed $250,000. The chairman must report all pre-approval decisions to the Audit Committee at its next scheduled meeting and provide a description of the terms of the engagement, including (1) the type of services covered by the engagement, (2) the dates the engagement is scheduled to commence and terminate, (3) the estimated fees payable by the Company pursuant to the engagement, (4) other material terms of the engagement, and (5) such other information as the Audit Committee may request.
74 COLONY CAPITAL, INC. 2020 PROXY STATEMENT
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

GRAPHIC72 | DIGITALBRIDGE 2022 PROXY STATEMENT PROPOSAL NO. 4: AMENDMENT TO OUR CHARTER TO DECREASE THE NUMBER OF AUTHORIZED SHARES OF COMMON STOCK The Board has approved and is requesting stockholder approval to amend the Charter to decrease (i) the number of authorized shares of Class A common stock from 949,000,000 to 237,250,000, (ii) the number of authorized shares of Class B common stock from 1,000,000 to 250,000 and (iii) the number of authorized shares of Performance common stock from 50,000,000 to 12,500,000. Consistent with the foregoing, the number of overall shares of capital stock would be reduced from 1,250,000,000 to 500,000,000, inclusive of 250,000,000 authorized shares of preferred stock (such amendments collectively, the “Authorized Share Decrease Amendment”). A copy of the proposed amendment is attached to this Proxy Statement as Exhibit A. The Board has determined that it is advisable and in the best interests of the Company and its stockholders to amend the Charter to reduce the number of authorized common shares in a manner that is proportional to the Company’s August 2022 reverse stock split as discussed below. Reason for the Authorized Share Decrease Amendment On August 18, 2022, the Company fled Articles of Amendment to the Company’s Charter to effect a 1-for-4 reverse stock split of the outstanding shares of Class A common stock and Class B common stock of the Company (the “Reverse Stock Split”). Pursuant to the Articles of Amendment, each outstanding share of the Company’s Class A common stock, par value $0.01 per share, and Class B common stock, par value $0.01 per share, automatically combined into 1/4th of a share of Class A common stock or Class B common stock, respectively, par value $0.04 per share, and any resulting fractional shares were paid out in cash. Under Maryland law and our Charter, implementation of the Reverse Stock Split did not automatically proportionally decrease the total number of common shares authorized under the Charter, and such change was not required. The primary purpose of the Authorized Share Decrease Amendment is to reduce the total number of common shares that we are authorized to issue in a manner that is proportional to the Reverse Stock Split so that we do not have what some might view as an unreasonably high number of authorized common shares that are unissued or not reserved for issuance. The Board believes that, even after such amendment, we will continue to have suffcient authorized but unissued shares of stock in an amount adequate to provide for our future needs, which may include possible future equity fnancings, future opportunities for expanding our business through investments or acquisitions, management incentives and employee beneft plans, stock dividends or stock splits, and for other general corporate purposes. If, in the future, our Board determines that it would be in the best interests of the Company and its stockholders to issue a number of shares of stock in excess of the number of then authorized but unissued and unreserved shares, we would be required to seek the approval of our stockholders to increase the number of shares of authorized stock. As of March 15, 2023, we had (i) 161,632,617 shares of Class A common stock issued and outstanding, (ii) 166,494 shares of Class B common stock issued and outstanding, (iii) 0 shares of Performance common stock issued and outstanding and (iv) 33,111,195 shares of preferred stock issued and outstanding. Toppan Merrill - DigitalBridge [fka Colony Capital_ Inc.] PRE 14A [iXBRL Proxy] ED [AUX] | 105969 | 27-Mar-23 23:29 | 23-2053-3.fa | Sequence: 2 CHKSUM Content: 31463 Layout: 59425 Graphics: 0 CLEAN JOB: 23-2053-3 CYCLE#;BL#: 8; 0 TRIM: 8.25" x 10.75" AS: New York: 212-620-5600 COLORS: Black, DB dark blue, ~note-color 2, DB dark green, DB med gray GRAPHICS: none V1.5
POLICY FOR REVIEW OF RELATED PARTY TRANSACTIONS
Our Board of Directors has adopted a written Related Party Transaction Policy in order to ensure that related party transactions are properly reviewed and fully disclosed in accordance with the rules and regulations of the SEC and NYSE. All related party transactions, including transactions between us and any executive officer, director, director nominee or more than 5% stockholder of the Company, or any of their immediate family members, where the amount involved exceeds $120,000 and in which such related person has a direct or indirect material interest, must be approved or ratified

GRAPHICDIGITALBRIDGE 2022 PROXY STATEMENT | 73 Effects of the Amendment The Authorized Share Decrease Amendment will not change any rights of any holder of our common or preferred stock. The proposed amendment would decrease (i) the number of authorized shares of Class A common stock from 949,000,000 to 237,250,000, (ii) the number of authorized shares of Class B common stock from 1,000,000 to 250,000 and (iii) the number of authorized shares of Performance common stock from 50,000,000 to 12,500,000. Consistent with the foregoing, the number of overall shares of capital stock would be reduced from 1,250,000,000 to 500,000,000, inclusive of 250,000,000 authorized shares of preferred stock. If the Authorized Share Decrease Amendment is approved by our stockholders, the Authorized Share Decrease Amendment would become effective when the Authorized Share Decrease Amendment is accepted and recorded by the State Department of Assessments and Taxation of Maryland. If the amendment is not approved, our current authorized stock will remain unchanged. Vote Required The affrmative vote of a majority of all the votes entitled to be cast on the matter is required to approve the Authorized Share Decrease Amendment. Each holder of our common shares is entitled to cast a vote on the Authorized Share Decrease Amendment. Pursuant to our Charter, including the applicable articles supplementary, no holders of our preferred stock are entitled to vote on this Authorized Share Decrease Amendment. Amendment to Change Par Value Prior to or concurrently with the fling of the Authorized Share Decrease Amendment, the Company intends to fle an amendment to reduce the par value of our common stock from $0.04 per share to $0.01 per share. Pursuant to Section 2-605 of the Maryland General Corporation Law and our Charter, the majority of the entire board of directors, without action by the stockholders, may amend the charter of a corporation to change the par value of any class or series of stock of the corporation and the aggregate par value of the stock of the corporation. The Authorized Share Decrease Amendment refects this intended change in par value. Our Board of Directors Recommends a Vote “FOR” Approval of the Amendment to our Charter to Decrease the Number of Authorized Shares of Common Stock. Toppan Merrill - DigitalBridge [fka Colony Capital_ Inc.] PRE 14A [iXBRL Proxy] ED [AUX] | 105969 | 27-Mar-23 23:29 | 23-2053-3.fa | Sequence: 3 CHKSUM Content: 15754 Layout: 11348 Graphics: 56666 CLEAN JOB: 23-2053-3 CYCLE#;BL#: 8; 0 TRIM: 8.25" x 10.75" AS: New York: 212-620-5600 COLORS: DB dark green, DB med gray, Magenta, Yellow, Cyan, ~note-color 2, DB dark blue, Black, DB lgt gray GRAPHICS: tickmark_4c_icon.eps V1.5

GRAPHIC74 | DIGITALBRIDGE 2022 PROXY STATEMENT PROPOSAL NO. 5: RATIFICATION OF APPOINTMENT OF OUR INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM The Audit Committee of our Board of Directors has appointed Ernst & Young LLP as our independent registered public accounting frm for the fscal year ending December 31, 2023. A representative of Ernst & Young LLP is expected to be present at the 2023 Annual Meeting and will be available to respond to appropriate questions from our stockholders and will be given an opportunity to make a statement if he or she desires to do so. Stockholder ratifcation of the selection of Ernst & Young LLP as our independent registered public accounting frm is not required by our bylaws or otherwise. However, our Board is submitting the appointment of Ernst & Young LLP to the stockholders for ratifcation as a matter of good corporate governance. If this selection is not ratifed by our stockholders, the Audit Committee may, but need not, reconsider its appointment and endorsement. Even if the selection is ratifed, the Audit Committee in its discretion may direct the appointment of a different independent registered public accounting frm at any time during the year if it determines that such a change would be in the best interests of the Company. Our Board of Directors Recommends a Vote “FOR” Ratifcation of the Selection of Ernst & Young LLP as our Independent Registered Public Accounting Firm for the fscal year ending December 31, 2023. Toppan Merrill - DigitalBridge [fka Colony Capital_ Inc.] PRE 14A [iXBRL Proxy] ED [AUX] | 105969 | 27-Mar-23 23:29 | 23-2053-3.fa | Sequence: 4 CHKSUM Content: 8302 Layout: 4662 Graphics: 56666 CLEAN JOB: 23-2053-3 CYCLE#;BL#: 8; 0 TRIM: 8.25" x 10.75" AS: New York: 212-620-5600 COLORS: Yellow, Magenta, Cyan, ~note-color 2, DB dark blue, Black, DB lgt gray, DB dark green GRAPHICS: tickmark_4c_icon.eps V1.5

GRAPHICAUDIT COMMITTEE REPORT The Audit Committee is currently composed of Messrs. Carter (Chairman), Fosheim, Rasheed and Tolley and Ms. Reiss. The members of the Audit Committee are appointed by and serve at the discretion of the Board of Directors. The Audit Committee operates under a written charter adopted by our Board of Directors. One of the principal purposes of the Audit Committee is to assist the Board of Directors in the oversight of the integrity of the Company’s fnancial statements. The Company’s management team has the primary responsibility for the fnancial statements and the reporting process, including the system of internal controls and disclosure controls and procedures. In fulflling its oversight responsibilities, the Audit Committee reviewed and discussed the audited fnancial statements in the Annual Report on Form 10-K for the year ended December 31, 2022 with our management. The Audit Committee also is responsible for assisting the Board of Directors in the oversight of the qualifcation, independence and performance of the Company’s independent auditors. The Audit Committee reviewed and discussed with the independent auditors, who are responsible for expressing an opinion on the conformity of those audited fnancial statements with generally accepted accounting principles, its judgments as to the quality, not just the acceptability, of the Company’s accounting principles and such other matters as are required to be discussed with the Audit Committee under generally accepted auditing standards and those matters required to be discussed by the applicable requirements of the Public Company Accounting Oversight Board Auditing and the SEC. The Audit Committee has received both the written disclosures and the letter from Ernst & Young LLP required by applicable requirements of the Public Company Accounting Oversight Board regarding the independent accountant’s communications with the Audit Committee concerning independence, and has discussed with Ernst & Young LLP its independence. In addition, the Audit Committee has considered whether the provision of non-audit services, and the fees charged for such non-audit services, by Ernst & Young LLP are compatible with maintaining the independence of Ernst & Young LLP from management and the Company. Based on the reviews and discussions referred to above, the Audit Committee recommended to the Board of Directors that our audited fnancial statements for 2022 be included in our Annual Report on Form 10-K for the fscal year ended December 31, 2022 for fling with the SEC. Audit Committee: J. Braxton Carter, Chairperson David M. Tolley Jon A. Fosheim Sháka Rasheed Dale Anne Reiss DIGITALBRIDGE 2023 PROXY STATEMENT | 75 Toppan Merrill - DigitalBridge [fka Colony Capital_ Inc.] PRE 14A [iXBRL Proxy] ED [AUX] | 105969 | 27-Mar-23 23:29 | 23-2053-3.fa | Sequence: 5 CHKSUM Content: 42315 Layout: 10351 Graphics: 37297 CLEAN JOB: 23-2053-3 CYCLE#;BL#: 8; 0 TRIM: 8.25" x 10.75" AS: New York: 212-620-5600 COLORS: DB lgt gray, Yellow, Magenta, Cyan, ~note-color 2, DB med green, DB dark blue, Black, DB dark green GRAPHICS: 2053-3_pht_dalean4c_fpo.eps, 2053-3_pht_shakara24c_fpo.eps, 2053-3_pht_jonafosh4c_fpo.eps, David_Tolley_fpo_4c_pht.eps, 2053-3_pht_braxt_4c_fpo.eps V1.5

GRAPHIC76 | DIGITALBRIDGE 2022 PROXY STATEMENT INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM’S FEES Aggregate fees billed and expected to be billed by Ernst & Young LLP for the fscal years ended December 31, 2022 and 2021 were as follows: 2022 2021 Type of Fee ($) ($) Audit Fees(1) 5,269,860 5,949,345 Audit-Related Fees(2) — 100,000 Tax Fees(3) 1,077,102 2,825,478 All Other Fees(4) 2,000 2,000 Total 6,348,962 8,876,823 (1) Fees for audit services for the fscal years ended December 31, 2022 and 2021 include fees associated with the annual audits for such years, for the Company and those audits required by statute or regulation, including the audit of the Company’s internal control over fnancial reporting, the quarterly review of the fnancial 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 flings. (2) Audit-related fees include fees for transaction advisory services in connection with the Company’s potential acquisitions for the year ended December 31, 2021. (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. Tax compliance fees comprise $0.6 million and $1.8 million of this total for the years ended December 31, 2022 and 2021, respectively. (4) Other fees represent the annual subscription fee for EY’s accounting research tool. Audit Committee Pre-Approval Policy The Audit Committee’s policy is to review and pre-approve, either pursuant to the Audit Committee’s Audit and Non-Audit Services Pre-Approval Policy or through a separate pre-approval by the Audit Committee, any engagement of the Company’s independent auditor to provide any audit or permissible non-audit service to the Company. Pursuant to the Audit and Non-Audit Services Pre-Approval Policy, which will be reviewed and reassessed annually by the Audit Committee, a list of specifc services within certain categories of services, including audit, audit-related, tax and other services, are specifcally pre-approved for the upcoming or current fscal 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 specifcally pre-approve engagements for the performance of audit and permissible non-audit services, provided that the estimated cost for such services shall not exceed $250,000. The chairman must report all pre-approval decisions to the Audit Committee at its next scheduled meeting and provide a description of the terms of the engagement, including (1) the type of services covered by the engagement, (2) the dates the engagement is scheduled to commence and terminate, (3) the estimated fees payable by the Company pursuant to the engagement, (4) other material terms of the engagement, and (5) such other information as the Audit Committee may request. All of the audit fees shown above were pre-approved by the Audit Committee. Toppan Merrill - DigitalBridge [fka Colony Capital_ Inc.] PRE 14A [iXBRL Proxy] ED [AUX] | 105969 | 27-Mar-23 23:29 | 23-2053-3.fa | Sequence: 6 CHKSUM Content: 287 Layout: 59425 Graphics: 0 CLEAN JOB: 23-2053-3 CYCLE#;BL#: 8; 0 TRIM: 8.25" x 10.75" AS: New York: 212-620-5600 COLORS: DB dark blue, ~note-color 2, DB dark green, Black GRAPHICS: none V1.5

GRAPHICCERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS Policy for Review of Related Party Transactions Our Board of Directors has adopted a written Related Party Transaction Policy in order to ensure that related party transactions are properly reviewed and fully disclosed in accordance with the rules and regulations of the SEC and NYSE. All related party transactions, including transactions between us and any executive offcer, 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 ratifed by either our Audit Committee or a majority of the disinterested members of our Board of Directors. For purposes of the policy, a related party transaction does not include any co-investments made by and between the Company (or its subsidiaries) and one or more investment vehicles formed, sponsored and managed by the Company or its subsidiaries, regardless of when such co-investment is made, or any transactions related to any such co-investment. As a general rule, all related party transactions should be on terms reasonably comparable to those that could be obtained by the Company in arm’s length dealings with an unrelated third party; however, in such cases where it may be impractical or unnecessary to make such a comparison, the Audit Committee or a majority of the disinterested members of the Board may approve any such transaction at their discretion in accordance with the Related Party Transaction Policy.
In preparation of the Company’s proxy statement, each director and executive officer completes a director and officer questionnaire, which requires disclosure of any transactions with us in which the director or executive officer or any member of his or her immediate family, has an interest. 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.
Arrangements with Company-Sponsored Private Fund
The Company co-invests alongside Company sponsored private funds through joint ventures between the Company and the sponsored private fund. These co-investment joint ventures are consolidated by the Company. The Company has capital commitments, as general partner, directly into the private fund and as an affiliate of the general partner, capital commitments satisfied through co-investment joint ventures. In connection with the Company’s commitments as an affiliate of the general partner, the Company is allocated a proportionate share of the costs of the private fund such as financing and administrative costs. Such costs expensed during the year ended December 31, 2020 were immaterial and they relate primarily to the Company’s share of deferred financing costs on borrowings of the fund.
Investment in Managed Investment Vehicles
Subject to the Company’s related party policies and procedures, senior management, investment professionals and certain other employees may participate on a discretionary basis in investment vehicles managed by the Company, either directly or indirectly through co-investment vehicles. These investments are generally not subject to management fees and incentive fees, but otherwise bear their proportionate share of other operating expenses of the investment vehicles. At December 31, 2020, there was $19.1 million of such investments in a consolidated fund of the Company, reflected in redeemable noncontrolling interests on the consolidated balance sheet, and their share of net income, included in net income attributable to redeemable noncontrolling interests on the consolidated statement of operations, was $9.5 million for the year ended December 31, 2020.
Incentive Fee Allocations
The Company may earn incentive fees from its managed private funds, traded and non-traded REITs and investment companies. Incentive fees are determined based on the performance of the investment vehicles subject to the achievement of minimum return hurdles in accordance with the terms set out in the respective governing agreements. A portion of the incentive fees earned by the Company is allocated to senior management, investment professionals and certain other employees of the Company, generally at 50%-60%, consistent with market terms. In January 2019 and February 2020, our executive officers were allocated an aggregate of 38.9% of the carried interest earned or to be earned from various funds, co-investment vehicles and NorthStar Realty Europe Corp., all managed or previously managed by affiliates of the Company.
In addition, pursuant to Wafra’s strategic investment in the Company, the Company expects to establish a performance-based management incentive equity plan (the “MIP”) for the joint venture between the Company and Wafra (“DCMH”), with costs of such plan (including any dilution of equity ownership in DCMH) to be borne ratably by the Company and Wafra. Allocations of
75 COLONY CAPITAL, INC. 2021 PROXY STATEMENT
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
MIP interests in DCMH will be in the form of base awards, subject to time-based vesting conditions, and performance awards, subject to performance-based vesting conditions. Vested MIP interests (representing up to 5% of DCMH for base awards and up to 5% of DCMH for performance awards) will be entitled to distributions of DCMH’s available cash and participation in capital events (if any). In February 2021, Messrs. Ganzi and Wu were allocated an aggregate of 45% for the MIP.
Employees
Jodi Pitts, the daughter of Mr. Barrack, our Executive Chairman, has been employed since 2000 and is expected to separate from the Company effective April 1, 2021. Ms. Pitts has been responsible for managing investor conferences and other investor relations functions. Thomas J. Barrack III, the son of Mr. Barrack, our Executive Chairman, has had various roles at the Company's predecessors, including most recently serving as a Managing Director of the Company, and is expected to separate from the Company effective April 1, 2021. Thomas J. Barrack III has been responsible for corporate communications matters. Gavin Hedstrom, the son of Mr. Hedstrom, our former Executive Vice President, Chief Financial Officer and Chief Operating Officer, has been employed since 2011 and is expected to continue to be employed as an associate in the finance & accounting department at our company. None of Ms. Pitts, Thomas J. Barrack III nor Gavin Hedstrom was paid more than $250,000 by the Company as compensation for 2020, including salary and bonus compensation. In connection with Ms. Pitts’ and Thomas J. Barrack III’s respective separation from the Company, effective April 1, 2021, Ms. Pitts and Thomas J. Barrack III are expected to receive approximately $231,540 and $181,014, respectively, in severance payments.
Certain of the Company’s employees (including an independent contractor) may from time to time provide services to Mr. Barrack’s family business. Mr. Barrack pays for a portion of the cash compensation paid by the Company, including a pro rata portion of overhead costs, to such employees based on an allocation of time spent on Mr. Barrack’s family business. These payments by Mr. Barrack to the Company amounted to approximately $380,000 for the year ended December 31, 2020.
Aircraft Reimbursement
Pursuant to an amended and restated time sharing agreement with Thomas J. Barrack, Jr., the Company's Executive Chairman, and Colony Capital Advisors, LLC, a subsidiary at the Company, Mr. Barrack may use the Company’s aircraft for personal travel. Under this arrangement, Mr. Barrack pays the Company for personal usage based on the incremental cost to the Company, including direct and indirect variable costs, but in no case more than the maximum reimbursement permitted by the Federal Aviation Regulations under the agreement. Mr. Barrack reimbursed the Company $0.7 million for personal flights taken during the year ended December 31, 2020. The Company’s aircraft was sold to a third party in January 2021.
In November 2020, the Company’s board of directors approved an amendment to the employment agreement, dated as of July 25, 2019, between the Company and Marc C. Ganzi, the Company’s President and Chief Executive Officer, to provide for the reimbursement by the Company of certain defined fixed costs of any aircraft owned by Mr. Ganzi. The fixed cost reimbursements will be made based on an allocable portion of an aircraft’s annual budgeted cash fixed operating costs, based on the number of hours the aircraft will be used for business purposes. At least once a year, the Company will reconcile the budgeted fixed operating costs with the actual fixed operating costs of the aircraft, and the Company or Mr. Ganzi, as applicable, will make a true-up payment for any difference. The fixed cost reimbursement will be in addition to the Company’s reimbursement of certain variable operational costs of business travel on a chartered or private jet, as provided in Mr. Ganzi’s employment agreement. The Company reimbursed Mr. Ganzi $1.8 million in 2020.
Digital Transactions
In connection with the Company’s acquisition of Vantage SDC in July 2020, the Company entered into a series of agreements with Messrs. Ganzi and Benjamin Jenkins, the Chairman and Chief Investment Officer of the Company's digital segment, and their respective affiliates, pursuant to which Messrs. Ganzi and Jenkins invested $8.7 million and $2.1 million, respectively, in Vantage SDC alongside the Company and the co-investors on the same economic terms. Such amounts invested represented 40% of carried interest payments received by each of Messrs. Ganzi and Jenkins in connection with Vantage SDC acquisition as a result of their respective personal investments in Vantage made prior to the Company’s acquisition of DBH (such carried interest was determined excluding any additional future payments that may be payable if certain leasing milestones are achieved). Additionally, the day-to-day operations of Vantage SDC will continue to be managed by the existing management company of Vantage, in which Messrs. Ganzi and Jenkins own a 50% interest in the aggregate. Fees paid to the Vantage management company for Vantage SDC was $5.4 million for 2020.
In December 2020, DataBank acquired the zColo colocation business from Zayo, which is a portfolio company of DCP I and other co-invest vehicles sponsored and managed by the Company.
In the aforementioned transactions, the Company took a series of steps to mitigate conflicts in the transactions, including receiving fairness opinions on the purchase price from a nationally recognized third party valuation firm. Additionally, the transactions, specifically the related party aspects of the transactions, were approved by either the Company's board of directors or the audit committee of the board of directors.
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CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
Employment Agreements, Separation Agreements and Consulting Agreements
We have entered into employment agreements with each of our named executive officers. In addition, during 2020, we entered into separation agreements with each of Mark M. Hedstrom, Darren J. Tangen and Kevin J. Traenkle, our former executive officers. Further, in March 2021, the Company entered into an agreement with Thomas J. Barrack, Jr., pursuant to which, effective as of April 1, 2021, the position of Executive Chairman will be eliminated and Mr. Barrack will be a non-executive member of the Board. For a description of these agreements, see “Compensation Discussion and Analysis—Employment Agreements.”
Concurrently with the execution of the separation agreement, Colony OED Investments, LLC, an affiliate of the Company (the “Investor”), entered into an investment agreement with Mr. Barrack. The investment agreement provides that upon the separation agreement becoming effective, the Investor will invest $26.0 million in a newly formed investment company owned by Mr. Barrack focused on non-digital real estate and private equity opportunities consistent with Mr. Barrack’s historical investment track record (the “Venture”). The Company’s investment in the Venture will entitle the Company to receive 20% of the carried interest distributions payable to Mr. Barrack from the Venture’s real estate investments until the Company has received an amount equal to its invested capital, and 10% of the carried interest distributions payable to Mr. Barrack from the Venture’s real estate investments until the Company has received an aggregate amount equal to 1.5 times its invested capital. The Company’s investment in the Venture will be passive, with no governance rights. In addition, pursuant to the investment agreement, the Company fully released Mr. Barrack from the covenants and restrictions regarding Mr. Barrack’s personal and outside activities, non-solicit and non-competition agreements under his restrictive covenant agreement with the Company; provided, that, for so long as Mr. Barrack continues to be a member of the Company’s board of directors, Mr. Barrack will continue to be subject to the non-competition agreements as they relate to the digital infrastructure business.

In addition, the Company has agreed, subject to certain exceptions, to nominate Mr. Barrack to the Board through the 2024 annual meeting of stockholders of the Company. Further, the Company agreed to extend the term of its tax protection agreement with Mr. Barrack, which currently expires on January 10, 2022, until such time as Mr. Barrack is no longer serving as a member of the Company’s board of directors.
On November 5, 2020, an affiliate of the Company entered into a consulting agreement (the “Consulting Agreement”) with Mr. Hedstrom, pursuant to which Mr. Hedstrom will provide certain services to the Company for a one-year term, commencing on January 1, 2021. Mr. Hedstrom’s services to the Company will include, among others, providing advice and assistance on certain operational matters of the Company and continuing to serve as Chairman of CLNC’s board of directors. Mr. Hedstrom has also agreed that he will resign from CLNC’s board of directors within three business days following a request by the Company to do so. The Company will pay a flat fee of $50,000 per month for Mr. Hedstrom’s services under the Consulting Agreement.
An affiliate of the Company expects to enter into a consulting agreement with each of Craig M. Hatkoff and Raymond C. Mikulich, to be effective on May 4, 2021, pursuant to which Messrs. Hatkoff and Mikulich will provide certain advisory services to the Company. The consulting agreements will have a two-year term, provided that the Company may terminate the agreements after May 4, 2022. For the services provided under the consulting agreements, the Company will pay each of Messrs. Hatkoff and Mikulich cash consideration of $100,000 per year and equity consideration (the form of the Company’s Class A common stock) of $160,000 per year, with such equity consideration subject to one-year time-based vesting conditions.
77 COLONY CAPITAL, INC. 2021 PROXY STATEMENT
FREQUENTLY ASKED QUESTIONS AND ANSWERS
FREQUENTLY ASKED QUESTIONS AND ANSWERS
QUESTIONS AND ANSWERS ABOUT THE 2021 ANNUAL MEETING AND VOTING
WHAT IS A PROXY?
A proxy is your legal designation of another person to vote on your behalf. By completing and returning the enclosed proxy card, you are giving each of the persons named in the proxy card, Jacky Wu and Ronald M. Sanders, the authority to vote your shares in the manner you indicate on your proxy card. If you sign and return a proxy card without indicating how you want your shares to be voted, the persons named as proxies will vote your shares in accordance with the Board’s recommendations on each proposal.
WHO IS QUALIFIED TO VOTE?
You are qualified to vote on all matters presented to the stockholders at the meeting if you own shares of our Class A common stock, par value $0.01 per share, or our Class B common stock, par value $0.01 per share, at the close of business on March 18, 2021, the record date for the 2021 Annual Meeting.
HOW MANY SHARES MAY VOTE AT THE MEETING?
On March 18, 2021, there were approximately 485,217,080 shares of Class A common stock outstanding and eligible to vote and 733,931 shares of Class B common stock outstanding and eligible to vote. Each Class A common share is entitled to one vote and each Class B common share is entitled to 36.5 votes. As a result, we expect that a total of 512,005,562 votes will be entitled to be cast (which we refer to in this Proxy Statement as the “voting shares”) on all matters presented to stockholders at the meeting.
HOW MANY SHARES MUST BE PRESENT TO HOLD THE MEETING?
The presence at the 2021 Annual Meeting in person or by proxy of stockholders entitled to cast a majority of all the votes entitled to be cast at the meeting will constitute a quorum for the transaction of business. Abstentions and broker non-votes, if any, will be counted as present at the meeting for the purpose of determining a quorum. A broker non-vote occurs with respect to a proposal when a broker, trustee, or other nominee has discretionary authority to vote on one or more proposals to be voted on at a meeting of stockholders but is not permitted to vote on other proposals without instructions from the beneficial owner and the beneficial owner fails to provide the nominee with such instructions. If a quorum is not present, the 2021 Annual Meeting may be adjourned by the chairman of the meeting to a time and date not more than 120 days after the original record date without notice other than announcement at the meeting.
WHAT IS THE DIFFERENCE BETWEEN A “STOCKHOLDER OF RECORD” AND A “STREET NAME” HOLDER?
These terms describe how your shares are held. If your shares are registered directly in your name with American Stock Transfer & Trust Company, LLC, our transfer agent, you are a “stockholder of record.” If your shares are held in the name of a brokerage, bank, trust or other nominee as a custodian, you are a “street name” holder.
HOW DO I VOTE MY SHARES?
If you are a “stockholder of record,” you have several choices. You can vote your shares by proxy:
•    Via the Internet;
•    By telephone; or
•    By mailing your proxy card.
Please refer to the specific instructions set forth on the enclosed printed proxy card or voting instruction form. For security reasons, our electronic voting system has been designed to authenticate your identity as a stockholder. As such, please have readily available the control number provided to you on your proxy form when voting via the Internet or by telephone. If you hold your shares in “street name,” your broker/bank/trustee/nominee will provide you with materials and instructions for voting your shares.
CAN I VOTE MY SHARES IN PERSON AT THE MEETING?
If you are a “stockholder of record,” you may vote your shares in person at the virtual meeting by visiting https://web.lumiagm.com/219091430; passcode: colony2021 (unique 11-digit control number required). To vote, you will need your control number included in your proxy materials, on your proxy card, or on the instructions that accompanied your proxy materials. Please note that even if you plan to virtually attend the 2021 Annual Meeting, we encourage you to submit a proxy in
78 COLONY CAPITAL, INC. 2021 PROXY STATEMENT
FREQUENTLY ASKED QUESTIONS AND ANSWERS
advance to ensure your shares are represented. Your voting in person (virtually) at the 2021 Annual Meeting will automatically result in the revocation of any previously submitted proxy.
If you hold your shares in “street name,” you must obtain a legal proxy from your broker, bank, trustee or nominee, giving you the right to vote the shares at the meeting, and you will be assigned a virtual control number in order to vote your shares during the 2021 Annual Meeting.
WHAT ARE THE BOARD’S RECOMMENDATIONS ON HOW I SHOULD VOTE MY SHARES?
The Board recommends that you vote your shares as follows:
•    Proposal 1: FOR all of the nominees for election as directors named on the enclosed proxy card.
•    Proposal 2: FOR the advisory vote to approve executive compensation.
•    Proposal 3: FOR the proposal to ratify the appointment of Ernst & Young LLP as our independent registered public accounting firm (independent auditors) for the year ending December 31, 2021.

WHAT ARE BROKER NON-VOTES AND HOW WILL THEY AFFECT VOTING?
Under applicable NYSE rules, brokers holding shares of our Class A common stock for beneficial owners in nominee or “street name” must vote those shares according to the specific instructions they receive from the beneficial owners. However, brokers or nominees holding shares for a beneficial owner who do not receive voting instructions from the beneficial owner may not under the NYSE’s rules have discretionary voting power on non-routine matters. In these cases, if no specific voting instructions are provided by the beneficial owner, the broker may not vote on non-routine proposals. This results in what is known as a “broker non-vote.” Broker non-votes may arise in the context of voting for the election of directors and on the proposal to approve executive compensation as described in this proxy statement, because such proposals are considered non-routine matters. Unless specific voting instructions are provided by the beneficial owner, the broker will be unable to vote for the election of directors and on the proposal to approve executive compensation. Accordingly, we urge stockholders who hold their shares through a broker or other nominee to provide voting instructions so that your shares of common stock may be voted on these proposals. The ratification of the appointment of Ernst & Young LLP as our independent registered public accounting firm for the year ending December 31, 2021 is a matter considered routine under applicable NYSE rules. A broker or other nominee may generally vote on routine matters and, therefore, no broker non-votes are expected to exist in connection with this proposal.
Broker non-votes will not be counted as votes cast and, as a result, will have no impact on the outcome of the election of directors or the advisory vote to approve executive compensation.
If you provide specific instructions with regard to certain items, your shares will be voted as you instruct on such items. If you vote by proxy card and sign the proxy card without giving specific instructions, your shares will be voted in accordance with the recommendations of the Board (FOR all of our nominees to the Board, FOR the approval of the compensation of our named executive officers, and FOR ratification of the appointment of our independent registered public accounting firm).
WHAT VOTE IS REQUIRED TO APPROVE EACH PROPOSAL?
To approve each of the proposals, the following votes are required from the holders of voting shares.
PROPOSAL
NUMBER		SUBJECTVOTE REQUIREDIMPACT OF ABSTENTIONS AND BROKER NON-VOTES, IF ANY
1Election of Directors
Each director nominee will be elected by a majority of the disinterested members of our Board of Directors. For purposes of the policy, a related party transaction does not include any co-investments made by and between the Company (or its subsidiaries) and one or more investment vehicles formed, sponsored and managed by the Company or its subsidiaries, regardless of when such co-investment is made, or any transactions related to any such co-investment. As a general rule, all related party transactions should be on terms reasonably comparable to those that could be obtained by the Company in arm’s length dealings with an unrelated third party; however, in such cases where it may be impractical or unnecessary to make such a comparison, the Audit Committee or a majority of the disinterested members of the Board may approve any such transaction at their discretion in accordance with the Related Party Transaction Policy. In preparation of the Company’s proxy statement, each director and executive offcer completes a director and offcer questionnaire, which requires disclosure of any transactions with us in which the director or executive offcer or any member of his or her immediate family, has an interest. Pursuant to our Audit Committee’s charter, in addition to conducting a review of all related party transactions in accordance with the Related Party Transaction Policy, the Audit Committee must review the Related Party Transaction Policy periodically and reports the results of such reviews to Board. Arrangements with Company-Sponsored Private Funds The Company co-invests alongside Company sponsored private funds through joint ventures between the Company and the sponsored private fund. These co-investment joint ventures are consolidated by the Company. The Company has capital commitments, as general partner, directly into private funds and as an affliate of the general partner, capital commitments satisfed through co-investment joint ventures. In connection with the Company’s commitments as an affliate of the general partner, the Company is allocated a proportionate share of the costs of the private fund such as fnancing and administrative costs. Such costs expensed during the year ended December 31, 2022 were immaterial and they relate primarily to the Company’s share of deferred fnancing costs on borrowings of such funds. Investment in Managed Investment Vehicles Subject to the Company’s related party policies and procedures, senior management, investment professionals and certain other employees may invest on a discretionary basis in investment vehicles sponsored by the Company, either directly in the vehicle or indirectly through the general partner entity. These investments are generally not subject to management fees, but otherwise bear their proportionate share of other operating expenses of the investment vehicles. At December 31, 2022, such investments in consolidated investment vehicles and general partner entities totaled $17.7 million, refected in redeemable DIGITALBRIDGE 2023 PROXY STATEMENT | 77 Toppan Merrill - DigitalBridge [fka Colony Capital_ Inc.] PRE 14A [iXBRL Proxy] ED [AUX] | 105969 | 27-Mar-23 23:29 | 23-2053-3.fa | Sequence: 7 CHKSUM Content: 20194 Layout: 55269 Graphics: 0 CLEAN JOB: 23-2053-3 CYCLE#;BL#: 8; 0 TRIM: 8.25" x 10.75" AS: New York: 212-620-5600 COLORS: Black, DB dark blue, ~note-color 2, DB dark green, DB med gray GRAPHICS: none V1.5

GRAPHICCERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS 78 | DIGITALBRIDGE 2022 PROXY STATEMENT noncontrolling interests and noncontrolling interests on the balance sheet, and their share of net income was $2.2 million for the year ended December 31, 2022. Incentive Fee Allocations The Company may earn incentive fees from its managed private funds and investment companies. Incentive fees are determined based on the performance of the investment vehicles subject to the achievement of minimum return hurdles in accordance with the terms set out in the respective governing agreements. A portion of the incentive fees earned by the Company is allocated to senior management, investment professionals and certain other employees of the Company, generally at 60%-65%, consistent with market terms. In 2022, our executive offcers were allocated an aggregate of 21.6% of the carried interest earned or to be earned from various funds and co-investment vehicles, all managed or previously managed by affliates of the Company. MIP In connection with Wafra’s strategic investment in the Company, the Company established a performance-based management incentive equity plan (the “MIP”) for the joint venture between the Company and Wafra (“DBMH”), with costs of such plan (including any dilution of equity ownership in DBMH) borne ratably by the Company and Wafra. Allocations of MIP interests in DBMH were in the form of base awards, subject to time-based vesting conditions, and performance awards, subject to performance-based vesting conditions. Vested MIP interests (representing up to 5% of DBMH for base awards and up to 5% of DBMH for performance awards) are entitled to distributions of DBMH’s available cash and participation in capital events (if any). In February 2022, Messrs. Ganzi, Jenkins, Stewart and Wu were allocated an aggregate of 77.5% for the MIP. In May 2022, the Company purchased Wafra’s interest in DBMH. Messrs. Ganzi, Jenkins, Stewart and Wu received awards valued at $1,707,721, $1,174,058, $213,465 and $ 213,465, respectively, in 2022 under the MIP. In the frst quarter of 2023, the Company accrued or paid $480,000, $330,000, $60,000 and $60,000 to Messrs. Ganzi, Jenkins, Stewart and Wu, respectively, pursuant to their entitlements under the MIP, which is a component of their 2023 compensation. The Board then terminated the MIP and paid out all deferred amounts that were being held by the Company for future distribution. Aircraft Reimbursement In November 2020, the Board approved an amendment to the employment agreement, dated as of July 25, 2019, between the Company and Mr. Ganzi to provide for the reimbursement by the Company of certain defned fxed costs of any aircraft owned by Mr. Ganzi. The fxed cost reimbursements will be made based on an allocable portion of an aircraft’s annual budgeted cash fxed operating costs, based on the number of hours the aircraft will be used for business purposes. At least once a year, the Company will reconcile the budgeted fxed operating costs with the actual fxed operating costs of the aircraft, and the Company or Mr. Ganzi, as applicable, will make a true-up payment for any difference. The fxed cost reimbursement will be in addition to the Company’s reimbursement of certain variable operational costs of business travel on a chartered or private jet, as provided in Mr. Ganzi’s employment agreement. The Company reimbursed Mr. Ganzi $712,251 in 2022. Digital Real Estate Acquisitions Messrs. Ganzi and Jenkins were former owners of Digital Bridge Holdings, LLC (“DBH”) prior to its merger into the Company in July 2019. Messrs. Ganzi and Jenkins had retained their equity investments and general partner interests in the portfolio companies of DBH, which include DataBank and Vantage. As a result of the personal investments made by Messrs. Ganzi and Jenkins in DataBank and Vantage SDC prior to the Company’s acquisition of DBH, additional investments made by the Company in DataBank and Vantage SDC subsequent to their initial acquisitions may trigger future carried interest payments to Toppan Merrill - DigitalBridge [fka Colony Capital_ Inc.] PRE 14A [iXBRL Proxy] ED [AUX] | 105969 | 27-Mar-23 23:29 | 23-2053-3.fa | Sequence: 8 CHKSUM Content: 19049 Layout: 6566 Graphics: 0 CLEAN JOB: 23-2053-3 CYCLE#;BL#: 8; 0 TRIM: 8.25" x 10.75" AS: New York: 212-620-5600 COLORS: DB dark green, ~note-color 2, DB med blue, DB dark blue, Black, DB med gray GRAPHICS: none V1.5

GRAPHICCERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS Messrs. Ganzi and Jenkins upon the occurrence of future realization events. Such investments made by the Company include ongoing payments for the build-out of expansion capacity, including lease-up of the expanded capacity and existing inventory, in Vantage SDC and the acquisition of additional interest in DataBank from an existing investor in January 2022. In addition, the day-to-day operations of Vantage SDC continue to be managed by the existing management company of Vantage, in which Messrs. Ganzi and Jenkins own an approximate 2% interest in the aggregate. Fees paid to the Vantage management company for Vantage SDC was $16.7 million for 2022. Carried Interest Allocation from Sponsored Investment Vehicles With respect to investment vehicles sponsored by the Company for which Messrs. Ganzi and Jenkins are invested in their capacity as former owners of DBH, and not in their capacity as employees of the Company, any carried interest entitlement attributed to such investments by Messrs. Ganzi and Jenkins as general partner are not subject to continuing vesting provisions and do not represent compensatory arrangements to the Company. Such carried interest allocation to Messrs. Ganzi and Jenkins that are unrealized or realized but unpaid are included in noncontrolling interests on the balance sheet, in the amount of $70.4 million at December 31, 2022 and $20.8 million at December 31, 2021. Additionally, in connection with the DataBank recapitalization, Messrs. Ganzi and Jenkins received realized carried interest in amounts of $43.3 million and $42.8 million, respectively, which are not deemed a compensatory arrangement. A portion of the carried interest received by Mr. Ganzi and Mr. Jenkins from the transaction was reinvested into DataBank entities. In the aforementioned transactions, the Company took a series of steps to mitigate conficts in the transactions, including, for certain transactions, receiving fairness opinions on the purchase price from a nationally recognized third- party valuation frm. Additionally, the transactions, specifcally the related party aspects of the transactions, were approved by either the Board of Directors or the Audit Committee of the Board of Directors. DIGITALBRIDGE 2022 PROXY STATEMENT | 79 Toppan Merrill - DigitalBridge [fka Colony Capital_ Inc.] PRE 14A [iXBRL Proxy] ED [AUX] | 105969 | 27-Mar-23 23:29 | 23-2053-3.fa | Sequence: 9 CHKSUM Content: 43331 Layout: 56527 Graphics: 0 CLEAN JOB: 23-2053-3 CYCLE#;BL#: 8; 0 TRIM: 8.25" x 10.75" AS: New York: 212-620-5600 COLORS: DB dark green, ~note-color 2, DB med blue, DB dark blue, Black, DB med gray GRAPHICS: none V1.5

GRAPHIC80 | DIGITALBRIDGE 2022 PROXY STATEMENT FREQUENTLY ASKED QUESTIONS AND ANSWERS Questions and Answers about the 2023 Annual Meeting and Voting What is a proxy? A proxy is your legal designation of another person to vote on your behalf. By completing and returning the enclosed proxy card, you are giving each of the persons named in the proxy card, Jacky Wu and Geoffrey Goldschein, the authority to vote your shares in the manner you indicate on your proxy card. If you sign and return a proxy card without indicating how you want your shares to be voted, the persons named as proxies will vote your shares in accordance with the Board’s recommendations on each proposal. Who is qualifed to vote? You are qualifed to vote on all matters presented to the stockholders at the meeting if you own shares of our Class A common stock, par value $0.04 per share, or our Class B common stock, par value $0.04 per share, at the close of business on March 15, 2023, the record date for the 2023 Annual Meeting. How many shares may vote at the meeting? On March 15, 2023, there were approximately 161,632,617 shares of Class A common stock outstanding and eligible to vote and 166,494 shares of Class B common stock outstanding and eligible to vote. Each Class A common share is entitled to one vote and each Class B common share is entitled to 36.5 votes. As a result, we expect that a total of 167,709,648 votes cast.will be entitled to be cast (which we refer to in this Proxy Statement as the “voting shares”) on all matters presented to stockholders at the meeting. How many shares must be present to hold the meeting? The presence at the 2023 Annual Meeting in person or by proxy of stockholders entitled to cast a majority of all the votes entitled to be cast at the meeting will constitute a quorum for the transaction of business. Abstentions and broker non-votes, if any, will be counted as present at the meeting for the purpose of determining a quorum. A broker non-vote occurs with respect to a proposal when a broker, trustee, or other nominee has discretionary authority to vote on one or more proposals to be voted on at a meeting of stockholders but is not permitted to vote on other proposals without instructions from the benefcial owner and the benefcial owner fails to provide the nominee with such instructions. If a quorum is not present, the 2023 Annual Meeting may be adjourned by the chairman of the meeting to a time and date not more than 120 days after the original record date without notice other than announcement at the meeting. What is the difference between a “stockholder of record” and a “street name” holder? These terms describe how your shares are held. If your shares are registered directly in your name with American Stock Transfer & Trust Company, LLC, our transfer agent, you are a “stockholder of record.” If your shares are held in the name of a brokerage, bank, trust or other nominee as a custodian, you are a “street name” holder. Toppan Merrill - DigitalBridge [fka Colony Capital_ Inc.] PRE 14A [iXBRL Proxy] ED [AUX] | 105969 | 27-Mar-23 23:29 | 23-2053-3.fa | Sequence: 10 CHKSUM Content: 49175 Layout: 4759 Graphics: 0 CLEAN JOB: 23-2053-3 CYCLE#;BL#: 8; 0 TRIM: 8.25" x 10.75" AS: New York: 212-620-5600 COLORS: Black, DB dark blue, DB med blue, ~note-color 2, DB dark green GRAPHICS: none V1.5
Stockholders

GRAPHICFREQUENTLY ASKED QUESTIONS AND ANSWERS How do I vote my shares? If you are a “stockholder of record,” you have several choices. You can vote your shares by proxy: ! Via the Internet; ! By telephone; or ! By mailing your proxy card. Please refer to the specifc instructions set forth on the enclosed printed proxy card or voting instruction form. For security reasons, our electronic voting system has been designed to authenticate your identity as a stockholder. As such, please have readily available the control number provided to you on your proxy form when voting via the Internet or by telephone. If you hold your shares in “street name,” your broker/bank/trustee/nominee will provide you with materials and instructions for voting your shares. Can I vote my shares in person at the meeting? If you are a “stockholder of record,” you may vote your shares in person at the virtual meeting by visiting https://web.lumiagm.com/286413441; passcode: digitalbridge2023 (unique 11-digit control number required). To vote, you will need your control number included in your proxy materials, on your proxy card, or on the instructions that accompanied your proxy materials. Please note that even if you plan to virtually attend the 2023 Annual Meeting, we encourage you to submit a proxy in advance to ensure your shares are represented. Your voting in person (virtually) at the 2023 Annual Meeting will automatically result in the revocation of any previously submitted proxy. If you hold your shares in “street name,” you must obtain a legal proxy from your broker, bank, trustee or nominee, giving you the right to vote the shares at the meeting, and you will be assigned a virtual control number in order to vote your shares during the 2023 Annual Meeting. What are the Board’s recommendations on how I should vote my shares? The Board recommends that you vote your shares as follows: ! Proposal 1: FOR all of the nominees for election as directors named on the enclosed proxy card. ! Proposal 2: FOR the advisory vote to approve executive compensation. ! Proposal 3: ONE YEAR as the frequency of future advisory votes on executive compensation. ! Proposal 4: FOR the amendment to our Charter to reduce the number of authorized shares of common stock. ! Proposal 5: FOR ratifcation of the appointment of Ernst & Young LLP as our independent registered public accounting frm for the fscal year ending December 31, 2023. What are broker non-votes and how will they affect voting? Under applicable NYSE rules, brokers holding shares of our Class A common stock for benefcial owners in nominee or “street name” must vote those shares according to the specifc instructions they receive from the benefcial owners. However, brokers or nominees holding shares for a benefcial owner who do not receive voting instructions from the benefcial owner may not cumulate votes.under the NYSE’s rules have discretionary voting power on non-routine matters. In these cases, if no specifc voting instructions are provided by the benefcial owner, the broker may not vote on non-routine proposals. This results in what is known as a “broker non-vote.” Broker non-votes may arise in the context of voting for the proposals related to the election of directors, approval of executive compensation, the frequency of the advisory vote on named executive offcer compensation and the amendment to our Charter as described in this Proxy Statement, because such proposals are considered non-routine matters. Unless specifc voting instructions are DIGITALBRIDGE 2022 PROXY STATEMENT | 81 Toppan Merrill - DigitalBridge [fka Colony Capital_ Inc.] PRE 14A [iXBRL Proxy] ED [AUX] | 105969 | 27-Mar-23 23:29 | 23-2053-3.fa | Sequence: 11 CHKSUM Content: 2372 Layout: 64503 Graphics: 0 CLEAN JOB: 23-2053-3 CYCLE#;BL#: 8; 0 TRIM: 8.25" x 10.75" AS: New York: 212-620-5600 COLORS: DB dark green, ~note-color 2, DB med blue, DB dark blue, Black, DB med gray GRAPHICS: none V1.5

GRAPHICFREQUENTLY ASKED QUESTIONS AND ANSWERS 82 | DIGITALBRIDGE 2022 PROXY STATEMENT provided by the benefcial owner, the broker will be unable to vote for these proposals. Accordingly, we urge stockholders who hold their shares through a broker or other nominee to provide voting instructions so that your shares of common stock may be voted on these proposals. The ratifcation of the appointment of Ernst & Young LLP as our independent registered public accounting frm for the year ending December 31, 2023 is a matter considered routine under applicable NYSE rules. A broker or other nominee may generally vote on routine matters and, therefore, no broker non-votes are expected to exist in connection with this proposal. Broker non-votes will not be counted as votes cast and, as a result, will have no impact on the outcome of the election of directors or the advisory votes to approve executive compensation and the frequency of holding the say-on-pay vote in the future. Abstentions and broker non-votes will have the effect of votes against the approval of the amendment to our Charter to decrease the number of authorized shares of common stock. If you provide specifc instructions with regard to certain items, your shares will be voted as you instruct on such items. If you vote by proxy card and sign the proxy card without giving specifc instructions, your shares will be voted in accordance with the recommendations of the Board (FOR all of our nominees to the Board, FOR the approval on a non-binding, advisory basis, of the compensation of our named executive offcers, ONE YEAR for the frequency of the advisory vote on named executive offcer compensation in the future, FOR the amendment to our Charter to decrease the number of authorized shares of common stock and FOR ratifcation of the appointment of our independent registered public accounting frm). What vote is required to approve each proposal? To approve each of the proposals, the following votes are required from the holders of voting shares. Why did I receive more than one Notice or proxy card? You will receive multiple notices or proxy cards if you hold your shares in different ways (e.g., joint tenancy, trusts, custodial accounts) or in multiple accounts. If your shares are held by a broker (i.e., in “street name”), you will receive your proxy card or other voting information from your broker, and you will return your proxy card(s) to your broker. You should vote on and sign each proxy card you receive. Impact of Abstentions and Vote Required Broker Non-Votes, if Any Proposal Number Abstentions/broker non-votes will not be counted as votes cast and will have no impact on the outcome.
2Advisory Vote to Approve 
Executive Compensation		 Each director nominee will be elected by a majority of the votes 1 cast. Stockholders may not cumulate votes. Abstentions/broker non-votes will not be counted as votes cast and will have no impact on the outcome. This proposal is advisory and not binding. We will consider stockholders to have approved the proposal if it is approved by a majority of the votes cast. 2 Abstentions/broker non-votes will not be counted as votes cast and will have no impact on the outcome.
3Ratification of Appointment of Independent AuditorsA This proposal is advisory and not binding. We will consider stockholders to have approved the proposal if it is approved by a majority of the votes cast. In the event no option receives a majority of the votes cast, the option receiving a plurality of the votes cast on the proposal will be deemed the preferred option of stockholders. 3 Abstentions/broker non-votes will have the effect of votes against the proposal. A majority of all votes entitled to be cast. 4 Abstentions will not be counted as votes cast and will have no impact on the outcome. A majority of the votes cast. 5 Toppan Merrill - DigitalBridge [fka Colony Capital_ Inc.] PRE 14A [iXBRL Proxy] ED [AUX] | 105969 | 27-Mar-23 23:29 | 23-2053-3.fa | Sequence: 12 CHKSUM Content: 64678 Layout: 47537 Graphics: 0 CLEAN JOB: 23-2053-3 CYCLE#;BL#: 8; 0 TRIM: 8.25" x 10.75" AS: New York: 212-620-5600 COLORS: DB dark green, ~note-color 2, DB med blue, DB dark blue, Black, DB med gray GRAPHICS: none V1.5

79 COLONY CAPITAL, INC. 2021 PROXY STATEMENT

Table of Contents
GRAPHICFREQUENTLY ASKED QUESTIONS AND ANSWERS Can I change my vote after I have mailed in my proxy card? If you are a “stockholder of record,” you may revoke your proxy by doing one of the following: ! By authorizing a new proxy via telephone or Internet and submitting it so that it is received by 11:59 p.m. (Eastern Time) on May 10, 2023; ! By sending written notice of revocation to our Chief Legal Offcer and Secretary at 750 Park of Commerce Drive, Suite 210, Boca Raton, FL 33487, which notice must be received by 5:00 p.m. (Eastern Time) on May 10, 2023; ! By signing a later-dated proxy card and submitting it to our Chief Legal Offcer and Secretary at 750 Park of Commerce Drive, Suite 210, Boca Raton, FL 33487, so that it is received by 5:00 p.m. (Eastern Time) on May 10, 2023; or ! By attending the meeting and voting your shares in person. If you require assistance in changing or revoking your proxy, please contact the Company’s proxy solicitor: D.F. King & Co., Inc. 48 Wall Street, 22nd Floor New York, NY 10005 Banks and Brokers Call Collect: (212) 269-5550 All Others Call Toll-Free: (866) 342-4882 Email: DBRG@dfking.com What happens if additional matters are presented at the 2023 Annual Meeting? We know of no other matters other than the items of business described in this Proxy Statement that can be considered at the 2023 Annual Meeting. If other matters requiring a vote do properly come before the 2023 Annual Meeting, any proxies received by us will be voted in the discretion of the proxy holders. Who will count the votes? A representative of American Stock Transfer & Trust Company, LLC will be present at the meeting to count the votes and act as the independent inspector of election. We will publish the voting results in a fling with the SEC by the fourth business day after the 2023 Annual Meeting. Who pays the cost of this proxy solicitation? As this proxy solicitation is by and on behalf of the Board of Directors, the Company will pay the cost of preparing, assembling and mailing the proxy materials. We will also request banks, brokers and other holders of record to send the proxy materials to, and obtain proxies from, benefcial owners and will reimburse them for their reasonable expenses in doing so. The Company has retained D.F. King to provide proxy solicitation services. Under our agreement with D.F. King, D.F. King will receive a fee of up to $12,500 plus the reimbursement of reasonable expenses. D.F. King will solicit proxies by mail, telephone, facsimile or email. Is this Proxy Statement the only way that proxies are being solicited? Certain offcers, directors, employees or other representatives of the Company may also solicit proxies by telephone, facsimile, e-mail or personal contact. They will not be specifcally compensated for doing so. DIGITALBRIDGE 2022 PROXY STATEMENT | 83 Toppan Merrill - DigitalBridge [fka Colony Capital_ Inc.] PRE 14A [iXBRL Proxy] ED [AUX] | 105969 | 27-Mar-23 23:29 | 23-2053-3.fa | Sequence: 13 CHKSUM Content: 55172 Layout: 56527 Graphics: 0 CLEAN JOB: 23-2053-3 CYCLE#;BL#: 8; 0 TRIM: 8.25" x 10.75" AS: New York: 212-620-5600 COLORS: DB dark green, ~note-color 2, DB med blue, DB dark blue, Black, DB med gray GRAPHICS: none V1.5
FREQUENTLY ASKED QUESTIONS AND ANSWERS

WHY DID I RECEIVE MORE THAN ONE NOTICE OR PROXY CARD?
You will receive multiple Notices or proxy cards if you hold your shares in different ways (e.g., joint tenancy, trusts, custodial accounts) or in multiple accounts. If your shares are held by a broker (i.e., in “street name”), you will receive your proxy card or other voting information from your broker, and you will return your proxy card(s) to your broker. You should vote on and sign each proxy card you receive.
CAN I CHANGE MY VOTE AFTER I HAVE MAILED IN MY PROXY CARD?
If you are a “stockholder of record,” you may revoke your proxy by doing one of the following:
•    By authorizing a new proxy via telephone or Internet and submitting it so that it is received by 11:59 p.m. (Eastern Time) on May 3, 2021;
•    By sending written notice of revocation to our Chief Legal Officer and Secretary at 750 Park of Commerce Drive, Suite 210, Boca Raton, FL 33487, which notice must be received by 5:00 p.m. (Eastern Time) on May 3, 2021;
•    By signing a later-dated proxy card and submitting it to our Chief Legal Officer and Secretary at 750 Park of Commerce Drive, Suite 210, Boca Raton, FL 33487, so that it is received by 5:00 p.m. (Eastern Time) on May 3, 2021; or
•    By attending the meeting and voting your shares in person.
If you require assistance in changing or revoking your proxy, please contact the Company’s proxy solicitor:

D.F. King & Co., Inc.
48 Wall Street, 22nd Floor
New York, NY 10005
Banks and Brokers Call Collect: (212) 269-5550
All Others Call Toll-Free: (866) 406-2287
Email: CLNY@dfking.com

WHAT HAPPENS IF ADDITIONAL MATTERS ARE PRESENTED AT THE 2021 ANNUAL MEETING?
We know of no other matters other than the items of business described in this Proxy Statement that can be considered at the 2021 Annual Meeting. If other matters requiring a vote do properly come before the 2021 Annual Meeting, the persons named as proxies will have the discretion to vote on those matters for you.
WHO WILL COUNT THE VOTES?
A representative of American Stock Transfer & Trust Company, LLC will be present at the meeting to count the votes and act as the independent inspector of election. We will publish the voting results in a filing with the SEC by the fourth business day after the 2021 Annual Meeting.
WHO PAYS THE COST OF THIS PROXY SOLICITATION?
As this proxy solicitation is by and on behalf of the Board of Directors, the Company will pay the cost of preparing, assembling and mailing the proxy materials. We will also request banks, brokers and other holders of record to send the proxy materials to, and obtain proxies from, beneficial owners and will reimburse them for their reasonable expenses in doing so. The Company has retained D.F. King to provide proxy solicitation services. Under our agreement with D.F. King, D.F. King will receive a fee of up to $12,500 plus the reimbursement of reasonable expenses. D.F. King will solicit proxies by mail, telephone, facsimile or email.

IS THIS PROXY STATEMENT THE ONLY WAY THAT PROXIES ARE BEING SOLICITED?
Certain officers, directors, employees or other representatives of the Company may also solicit proxies by telephone, facsimile, e-mail or personal contact. They will not be specifically compensated for doing so.
ATTEND OUR 2021 ANNUAL MEETING OF STOCKHOLDERS

GRAPHIC
FREQUENTLY ASKED QUESTIONS AND ANSWERS 84 | DIGITALBRIDGE 2022 PROXY STATEMENT Attend Our 2023 Annual Meeting of Stockholders The 2023 Annual Meeting will be held on Tuesday, May 11, 2023 commencing at 11:00 a.m. Eastern Time. The 2023 Annual Meeting will be held in a virtual meeting format only and can be accessed online at https://web.lumiagm.com/286413441. There is no physical location for the 2023 Annual Meeting. To attend and participate in the virtual Annual Meeting, please visit https://web.lumiagm.com/286413441. Click on “I have a control number” enter the control number found on your notice of meeting or proxy card you previously received and enter the password digitalbridge2023 (the password is case sensitive). You will be able to submit questions during the meeting via live audio webcast. During the 2023 Annual Meeting, we will attempt to answer as many questions submitted by stockholders as time permits. We reserve the right to exclude questions regarding topics that are not pertinent to meeting matters or company business. Additionally, if we receive substantially similar questions, we may group such questions together and provide a single response for effciency and to avoid repetition. If your shares are held in “street name” through a broker, bank or other nominee, in order to participate in the live webcast of the 2023 Annual Meeting you must frst obtain a legal proxy from your bank, broker or other nominee refecting the number of shares you held as of the record date for the 2023 Annual Meeting, your name and email address. You must then submit a request for registration to American Stock Transfer & Trust Company, LLC: (1) by email to proxy@astfnancial.com; (2) by facsimile to 718-765-8730; or (3) by mail to American Stock Transfer & Trust Company, LLC, Attn: Proxy Tabulation Department, 6201 15th Avenue, Brooklyn, NY 11219. Requests for registration must be labeled as “Legal Proxy” and be received by American Stock Transfer & Trust Company, LLC by no later than 5:00 p.m. Eastern Standard Time on May 4, 2023. Online access to the webcast will open 30 minutes prior to the start of the 2023 Annual Meeting to allow time for you to log-in and test your device. We encourage you to access the website in advance of the designated start time. Date and Time:

Time Location Record Date May 4, 2021, 
11, 2023, https://web.lumiagm.com/286413441 March 15, 2023 at 11:00 a.m., Eastern Time
Toppan Merrill - DigitalBridge [fka Colony Capital_ Inc.] PRE 14A [iXBRL Proxy] ED [AUX] | 105969 | 27-Mar-23 23:29 | 23-2053-3.fa | Sequence: 14 CHKSUM Content: 36567 Layout: 20594 Graphics: 11685 CLEAN JOB: 23-2053-3 CYCLE#;BL#: 8; 0 TRIM: 8.25" x 10.75" AS: New York: 212-620-5600 COLORS: DB dark green, Yellow, Magenta, Cyan, ~note-color 2, DB med blue, DB dark blue, Black, DB med gray GRAPHICS: 2053-3_icon_datatime-4c.eps, 2053-3_icon_virtumeet-4c.eps, 2053-3_icon_record-4c.eps V1.5
Location:https://web.lumiagm.com/219091430
Record Date:March 18, 2021

80 COLONY CAPITAL, INC. 2021 PROXY STATEMENT

Table of Contents
GRAPHICDIGITALBRIDGE 2022 PROXY STATEMENT | 85 OTHER INFORMATION Stockholder Proposals and Director Nominations for 2024 Proposals received from stockholders in accordance with Rule 14a-8 under the Exchange Act are eligible for consideration for inclusion in the proxy statement for the 2024 Annual Meeting of Stockholders if they are received at our principal executive offce, on or before December __, 2023. In addition to satisfying the foregoing requirements under our bylaws, to comply with the universal proxy rules under the Exchange Act, shareholders who intend to solicit proxies in support of trustee nominees other than the Company’s nominees must provide notice that sets forth the information required by Rule 14a-19 under the Exchange Act. Proposals received from stockholders submitted outside of Rule 14a-8 under the Exchange Act or for a director nomination must comply with the advance notice and other requirements set forth in our bylaws in order to be presented at an annual meeting. These requirements currently include, in part, the requirement that any such proposal or nomination must, with certain exceptions if the date of the 2024 annual meeting of stockholders is advanced or delayed more than 30 days from the frst anniversary of the date of this year’s annual meeting, be submitted to the Secretary of the Company at our principal executive offce at least 120 and not more than 150 days prior to the frst anniversary of the date of this year’s Proxy Statement (or between November __, 2023 and 5:00 p.m., Eastern Time, on December __, 2023, based on the date of this year’s Proxy Statement, as defned in our bylaws, of April ___, 2023). Annual Report A copy of our Annual Report to Stockholders for the fscal year ended December 31, 2022 is being mailed with these proxy materials to stockholders entitled to vote at the annual meeting. In addition, a copy of our Annual Report on Form 10-K for the year ended December 31, 2022, will be sent to any stockholder without charge (except for exhibits, if requested, for which a reasonable fee will be charged), upon written request to: DigitalBridge Group, Inc., Attn: Chief Legal Offcer and Secretary. 750 Park of Commerce Drive, Suite 210, Boca Raton, FL 33487 If you would like to receive future stockholder communications via the Internet exclusively, and no longer receive any material by mail, please visit http://www.astfnancial.com and click on “Login” to enroll. Please enter your account number and tax identifcation number to log in, then select “Receive Company Mailings via E-Mail” and provide your e-mail address. Toppan Merrill - DigitalBridge [fka Colony Capital_ Inc.] PRE 14A [iXBRL Proxy] ED [AUX] | 105969 | 27-Mar-23 23:29 | 23-2053-3.fa | Sequence: 15 CHKSUM Content: 10004 Layout: 22990 Graphics: 0 CLEAN JOB: 23-2053-3 CYCLE#;BL#: 8; 0 TRIM: 8.25" x 10.75" AS: New York: 212-620-5600 COLORS: DB dark blue, ~note-color 2, DB dark green, Black GRAPHICS: none V1.5
FREQUENTLY ASKED QUESTIONS AND ANSWERS
The 2021 Annual Meeting will be held on Tuesday, May 4, 2021 commencing at 11:00 a.m. Eastern Time. In light of public health concerns due to the coronavirus (COVID-19) pandemic, the 2021 Annual Meeting will be held in a virtual meeting format only and can be accessed online at https://web.lumiagm.com/219091430. There is no physical location for the 2021 Annual Meeting.
To attend and participate in the virtual Annual Meeting, please visit https://web.lumiagm.com/219091430. Click on “I have a control number” enter the control number found on your notice of meeting or proxy card you previously received and enter the password colony2021 (the password is case sensitive).

If your shares are held in “street name” through a broker, bank or other nominee, in order to participate in the live webcast of the Annual Meeting you must first obtain a legal proxy from your bank, broker or other nominee reflecting the number of shares you held as of the record date for the 2021 Annual Meeting, your name and email address. You must then submit a request for registration to American Stock Transfer & Trust Company, LLC: (1) by email to proxy@astfinancial.com; (2) by facsimile to 718-765-8730; or (3) by mail to American Stock Transfer & Trust Company, LLC, Attn: Proxy Tabulation Department, 6201 15th Avenue, Brooklyn, NY 11219. Requests for registration must be labeled as “Legal Proxy” and be received by American Stock Transfer & Trust Company, LLC by no later than 5:00 p.m. Eastern Standard Time on May 3, 2021.

Online access to the webcast will open 30 minutes prior to the start of the 2021 Annual Meeting to allow time for you to log-in and test your device. We encourage you to access the website in advance of the designated start time.

81 COLONY CAPITAL, INC. 2021 PROXY STATEMENT

GRAPHICOTHER INFORMATION 86 | DIGITALBRIDGE 2022 PROXY STATEMENT Where You Can Find More Information We make available free of charge through our website at www.digitalbridge.com under the heading “Shareholders—SEC Filings” the periodic reports and other information we fle with the SEC, as required by the Exchange Act. Copies may also be accessed electronically by means of the SEC home page on the Internet, at www.sec.gov. Eliminating Duplicate Mailings If you share an address with one or more other stockholders, you may have received notifcation that you will receive only a single copy of the Annual Report or this Proxy Statement for your entire household unless you or another stockholder at that address notifes our transfer agent that they wish to continue receiving individual copies. This practice, known as “householding,” is designed to reduce printing and mailing costs. If you wish to receive free of charge a separate Annual Report or Proxy Statement this year or in the future, or if you are receiving multiple copies at your address and would like to enroll in “householding,” please contact our transfer agent, American Stock Transfer & Trust Company, LLC, our transfer agent, at 1-800-937-5449 or by mail to American Stock Transfer & Trust Company, LLC, Attn: Shareholder Services, 6201 15th Avenue, Brooklyn, NY 11219. If you own your shares in “street name,” please contact your broker, bank, trustee or other intermediary to make your request. Incorporation by Reference In our flings with the SEC, information is sometimes “incorporated by reference.” This means that we are referring you to information that has previously been fled with the SEC and the information should be considered as part of the particular fling. As provided under SEC regulations, the “Audit Committee Report” and the “Compensation Committee Report” contained in this Proxy Statement specifcally are not incorporated by reference into any other flings with the SEC. In addition, this Proxy Statement includes several website addresses. These website addresses are intended to provide inactive, textual references only. The information on or accessible through these websites is not part of this Proxy Statement. Non-GAAP Financial Measures and Certain Other Defnitions We refer to non-GAAP fnancial measures and certain other metrics within this Proxy Statement. The below provides defnitions for these measures and metrics and reconciliations to GAAP measures. Assets Under Management (AUM) AUM is composed of (a) third party managed capital for which the Company and its affliates provide investment management services, including assets for which the Company may or may not charge management fees and/or performance allocations; and (b) assets invested using the Company’s own balance sheet capital and managed on behalf of the Company’s shareholders. Third party AUM is based upon the cost basis of managed investments as reported by each underlying vehicle as of the reporting date and may include uncalled capital commitments. Balance sheet AUM is based upon the undepreciated carrying value of the Company’s balance sheet investments as of the reporting date. The Company’s calculation of AUM may differ from other investment managers, and as a result, may not be comparable to similar measures presented by other investment managers. Toppan Merrill - DigitalBridge [fka Colony Capital_ Inc.] PRE 14A [iXBRL Proxy] ED [AUX] | 105969 | 27-Mar-23 23:29 | 23-2053-3.fa | Sequence: 16 CHKSUM Content: 31570 Layout: 58466 Graphics: 0 CLEAN JOB: 23-2053-3 CYCLE#;BL#: 8; 0 TRIM: 8.25" x 10.75" AS: New York: 212-620-5600 COLORS: DB dark green, ~note-color 2, DB med blue, DB dark blue, Black, DB med gray GRAPHICS: none V1.5
OTHER INFORMATION
OTHER INFORMATION
STOCKHOLDER PROPOSALS AND DIRECTOR NOMINATIONS FOR 2022
Proposals received from stockholders in accordance with Rule 14a-8 under the Exchange Act are eligible for consideration for inclusion in the proxy statement for the 2022 annual meeting of stockholders if they are received at our principal executive office, on or before December 2, 2021.
Proposals received from stockholders submitted outside of Rule 14a-8 under the Exchange Act or for a director nomination must comply with the advance notice and other requirements set forth in our bylaws in order to be presented at an annual meeting. These requirements currently include, in part, the requirement that any such proposal or nomination must, with certain exceptions if the date of the 2022 annual meeting of stockholders is advanced or delayed more than 30 days from the first anniversary of the date of this year’s annual meeting, be submitted to the Secretary of the Company at our principal executive office at least 120 and not more than 150 days prior to the first anniversary of the date of this year’s Proxy Statement (or between October 31, 2021 and 5:00 p.m., Eastern Time, on December 2, 2021, based on the date of this year’s Proxy Statement, as defined in our bylaws, of April 1, 2021).
ANNUAL REPORT
A copy of our Annual Report to Stockholders for the fiscal year ended December 31, 2020 is being mailed with these proxy materials to stockholders entitled to vote at the annual meeting. In addition, a copy of our Annual Report on Form 10-K for the year ended December 31, 2020, will be sent to any stockholder without charge (except for exhibits, if requested, for which a reasonable fee will be charged), upon written request to: Colony Capital, Inc., 750 Park of Commerce Drive, Suite 210, Boca Raton, FL 33487, Attn: Chief Legal Officer and Secretary.
If you would like to receive future stockholder communications via the Internet exclusively, and no longer receive any material by mail, please visit http://www.astfinancial.com and click on “Login” to enroll. Please enter your account number and tax identification number to log in, then select “Receive Company Mailings via E-Mail” and provide your e-mail address.
WHERE YOU CAN FIND MORE INFORMATION
We make available free of charge through our website at www.clny.com under the heading “Shareholders—SEC Filings” the periodic reports and other information we file with the SEC, as required by the Exchange Act. Copies may also be accessed electronically by means of the SEC home page on the Internet, at www.sec.gov.
ELIMINATING DUPLICATE MAILINGS
If you share an address with one or more other stockholders, you may have received notification that you will receive only a single copy of the Annual Report for your entire household unless you or another stockholder at that address notifies our transfer agent that they wish to continue receiving individual copies. This practice, known as “householding,” is designed to reduce printing and mailing costs.
If you wish to receive free of charge a separate Annual Report this year or in the future, or if you are receiving multiple copies at your address and would like to enroll in “householding,” please contact our transfer agent, American Stock Transfer & Trust Company, LLC, our transfer agent, at 1-800-937-5449. If you own your shares in “street name,” please contact your broker, bank, trustee or other intermediary to make your request.
82 COLONY CAPITAL, INC. 2021 PROXY STATEMENT

GRAPHICOTHER INFORMATION Fee Earning Equity Under Management (FEEUM) FEEUM is equity for which the Company and its affliates provide investment management services and derive management fees and/or incentives. FEEUM generally represents the basis used to derive fees, which may be based upon invested equity, stockholders’ equity, or fair value, pursuant to the terms of each underlying investment management agreement. The Company’s calculation of FEEUM may differ from other investment managers, and as a result, may not be comparable to similar measures presented by other investment managers. Distributable Earnings Distributable Earnings is an after-tax measure that differs from GAAP net income or loss from continuing operations as a result of the following adjustments, including adjustment for our share of similar items recognized by our equity method investments: transaction-related costs; restructuring charges (primarily severance and retention costs); realized and unrealized gains and losses, except realized gains and losses related to digital assets, including fund investments, in Corporate and Other; depreciation, amortization and impairment charges; debt prepayment penalties and amortization of deferred fnancing costs, debt premiums and debt discounts; our share of unrealized carried interest, net of associated compensation expense; equity-based compensation expense; equity method earnings, except fund investments, to refect only cash dividends declared by BRSP; effect of straight-line lease income and expense; impairment of equity investments directly attributable to decrease in value of depreciable real estate held by the investee; non-revenue enhancing capital expenditures necessary to maintain operating real estate; and income tax effect on certain of the foregoing adjustments. Income taxes included in DE refect the beneft of deductions arising from certain expenses that are excluded from the calculation of DE, such as equity-based compensation, as these deductions do decrease actual income tax paid or payable by the Company in any one period. We believe that DE is a meaningful supplemental measure as it refects the ongoing operating performance of our core business by generally excluding items that are non-core in nature, and allows for better comparability of operating results period-over-period and to other companies in similar lines of business. Adjusted EBITDA Adjusted EBITDA represents DE adjusted to exclude: interest expense as included in DE, income tax expense or beneft as included in DE, preferred stock dividends, equity method earnings as included in DE, placement fee expense, our share of realized carried interest and incentive fees net of associated compensation expense, certain investment costs for capital raising that are not reimbursable by our sponsored funds, and capital expenditures as deducted in DE. We believe that Adjusted EBITDA is a meaningful supplemental measure of performance because it presents the Company’s operating performance independent of its capital structure, leverage and non-cash items, which allows for better comparability against entities with different capital structures and income tax rates. However, because Adjusted EBITDA is calculated before recurring cash charges including interest expense and taxes and does not deduct capital expenditures or other recurring cash requirements, its usefulness as a performance measure may be limited. DIGITALBRIDGE 2022 PROXY STATEMENT | 87 Toppan Merrill - DigitalBridge [fka Colony Capital_ Inc.] PRE 14A [iXBRL Proxy] ED [AUX] | 105969 | 27-Mar-23 23:29 | 23-2053-3.fa | Sequence: 17 CHKSUM Content: 8852 Layout: 15172 Graphics: 0 CLEAN JOB: 23-2053-3 CYCLE#;BL#: 8; 0 TRIM: 8.25" x 10.75" AS: New York: 212-620-5600 COLORS: DB dark green, ~note-color 2, DB med blue, DB dark blue, Black, DB med gray GRAPHICS: none V1.5
OTHER INFORMATION
INCORPORATION BY REFERENCE
In our filings with the SEC, information is sometimes “incorporated by reference.” This means that we are referring you to information that has previously been filed with the SEC and the information should be considered as part of the particular filing. As provided under SEC regulations, the “Audit Committee Report” and the “Compensation Committee Report” contained in this Proxy Statement specifically are not incorporated by reference into any other filings with the SEC. In addition, this Proxy Statement includes several website addresses. These website addresses are intended to provide inactive, textual references only. The information on or accessible through these websites is not part of this Proxy Statement.

83 COLONY CAPITAL, INC. 2021 PROXY STATEMENT

GRAPHICOTHER INFORMATION 88 | DIGITALBRIDGE 2022 PROXY STATEMENT Distributable Earnings and Adjusted EBITDA reconciliation Year Ended December 31, (In thousands) 2022 Net loss attributable to common stockholders $(382,266) Net loss attributable to noncontrolling interests in Operating Company (32,369) Net loss attributable to Operating Company (414,635) Transaction-related and restructuring charges 100,989 Other (gains) losses, net (excluding realized gains or losses related to digital assets and fund investments in Corporate and Other) 178,769 Unrealized carried interest, net of associated compensation expense (117,466) Equity-based compensation expense 54,232 Depreciation and amortization 589,582 Straight-line rent (revenue) and expense, net (21,462) Amortization of acquired above- and below-market lease values, net (78) Impairment loss 35,985 Non-revenue enhancing capital expenditures (40,515) Debt prepayment penalties and amortization of deferred fnancing costs, debt premiums and debt discounts 114,902 Adjustment to equity method earnings, excluding fund investments, to refect BRSP cash dividend declared 574 Income tax effect on certain of the foregoing adjustments (534) Adjustments attributable to noncontrolling interests in investment entities(1) (430,061) DE of discontinued operations (13,222) Distributable Earnings, after tax—attributable to Operating Company 37,060 Adjustments attributable to Operating Company: Interest expense included in DE 57,525 Income tax expense included in DE 13,266 Preferred stock dividends 61,567 Equity method earnings included in DE (38,800) Realized carried interest, net of associated compensation expense (31,463) Non-revenue enhancing capital expenditures deducted from DE 8,892 Non pro-rata allocation of income (loss) to noncontrolling interests 231 Adjusted EBITDA—attributable to Operating Company $ 108,278 (1) Noncontrolling interests’ share of adjustments pertain largely to depreciation and amortization and unrealized carried interest, net of associated compensation expense. Investment Management FRE Investment Management FRE is calculated as recurring fee income and other income inclusive of cost reimbursements associated with administrative expenses, and net of compensation expense (excluding equity-based compensation, carried interest and incentive compensation) and administrative expense (excluding placement fees and straight-line rent expense). Investment Management FRE is used to assess the extent to which direct base compensation and operating expenses are covered by recurring fee revenues in the investment management business. We believe that Investment Management FRE is a useful supplemental performance measure because it may provide additional insight into the proftability of the overall investment management business. Toppan Merrill - DigitalBridge [fka Colony Capital_ Inc.] PRE 14A [iXBRL Proxy] ED [AUX] | 105969 | 27-Mar-23 23:29 | 23-2053-3.fa | Sequence: 18 CHKSUM Content: 39719 Layout: 9110 Graphics: 0 CLEAN JOB: 23-2053-3 CYCLE#;BL#: 8; 0 TRIM: 8.25" x 10.75" AS: New York: 212-620-5600 COLORS: DB dark green, ~note-color 2, DB med blue, DB dark blue, Black, DB med gray GRAPHICS: none V1.5
APPENDIX A–Proxy Card
APPENDIX A-PROXY CARD
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A-1 COLONY CAPITAL, INC. 2021 PROXY STATEMENT

Table of Contents
GRAPHICOTHER INFORMATION Investment Management FRE is measured as Adjusted EBITDA for the Investment Management segment, adjusted to refect the Company’s Investment Management segment as a stabilized business by excluding FRE associated with new investment strategies that have 1) not yet held a frst close raising FEEUM; or 2) not yet achieved break-even Adjusted EBITDA only for investment products that may be terminated solely at the Company’s discretion, collectively referred to as “Start-up FRE.” The Company evaluates new investment strategies on a regular basis and excludes Start-Up FRE from Investment Management FRE until such time a new strategy is determined to form part of the Company’s core investment management business. Investment Management FRE reconciliation Year Ended December 31, (In thousands) 2022 Investment Management Net income $ 186,084 Interest expense, net of interest income 10,377 Investment expense, net of reimbursement 324 Depreciation and amortization 22,155 Equity-based compensation 15,845 Incentive fee and carried interest, net of associated compensation expense (207,095) Straight-line rent expense 1,844 Transaction-related and restructuring charges 18,402 Equity method earnings, excluding carried interest 26,958 Other loss, net 3,341 Income tax expense 7,815 Investment Management Adjusted EBITDA 86,050 Start-up FRE 9,739 Investment Management FRE 95,789 Attributable to redeemable noncontrolling interests (12,315) Investment Management FRE—attributable to Operating Company $ 83,474 DIGITALBRIDGE 2022 PROXY STATEMENT | 89 Toppan Merrill - DigitalBridge [fka Colony Capital_ Inc.] PRE 14A [iXBRL Proxy] ED [AUX] | 105969 | 27-Mar-23 23:29 | 23-2053-3.fa | Sequence: 19 CHKSUM Content: 36741 Layout: 56527 Graphics: 0 CLEAN JOB: 23-2053-3 CYCLE#;BL#: 8; 0 TRIM: 8.25" x 10.75" AS: New York: 212-620-5600 COLORS: DB dark green, ~note-color 2, DB med blue, DB dark blue, Black, DB med gray GRAPHICS: none V1.5
APPENDIX A–Proxy Card

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A-2 COLONY CAPITAL, INC. 2021 PROXY STATEMENT

GRAPHIC90 | DIGITALBRIDGE 2022 PROXY STATEMENT EXHIBIT A: AUTHORIZED SHARE DECREASE AMENDMENT If Proposal 4 is approved by stockholders, Section 6.1 of our Articles of Amendment and Restatement, as amended and supplemented, would be deleted and replaced it in its entirety with the following: “Section 6.1 Authorized Shares. The Corporation has authority to issue 500,000,000 shares of stock, consisting of 237,250,000 shares of Class A Common Stock, $0.01 par value per share (“Class A Common Stock”), 250,000 shares of Class B Common Stock, $0.01 par value per share (“Class B Common Stock”), 12,500,000 shares of Performance Common Stock, $0.01 par value per share (“Performance Common Stock” and together with the Class A Common Stock and Class B Common Stock, the “Common Stock”), and 250,000,000 shares of Preferred Stock, $0.01 par value per share (“Preferred Stock”), including those shares of Preferred Stock described in the Exhibits attached hereto. The aggregate par value of all authorized shares of stock having par value is $5,000,000. If shares of one class of stock are classifed or reclassifed into shares of another class of stock pursuant to Section 6.2, 6.3, 6.4, 6.5 or 6.6 of this Article VI, the number of authorized shares of the former class shall be automatically decreased and the number of shares of the latter class shall be automatically increased, in each case by the number of shares so classifed or reclassifed, so that the aggregate number of shares of stock of all classes that the Corporation has authority to issue shall not be more than the total number of shares of stock set forth in the frst sentence of this paragraph.” Toppan Merrill - DigitalBridge [fka Colony Capital_ Inc.] PRE 14A [iXBRL Proxy] ED [AUX] | 105969 | 27-Mar-23 23:29 | 23-2053-3.fa | Sequence: 20 CHKSUM Content: 23895 Layout: 9110 Graphics: 0 CLEAN JOB: 23-2053-3 CYCLE#;BL#: 8; 0 TRIM: 8.25" x 10.75" AS: New York: 212-620-5600 COLORS: DB dark blue, ~note-color 2, DB dark green, Black GRAPHICS: none V1.5

GRAPHICDIGITALBRIDGE 2023 PROXY STATEMENT | A-1 APPENDIX A: PROXY CARD Toppan Merrill - DigitalBridge [fka Colony Capital_ Inc.] PRE 14A [iXBRL Proxy] ED [AUX] | 105969 | 27-Mar-23 23:29 | 23-2053-3.ga | Sequence: 1 CHKSUM Content: 62307 Layout: 39747 Graphics: 2231 CLEAN JOB: 23-2053-3 CYCLE#;BL#: 8; 0 TRIM: 8.25" x 10.75" AS: New York: 212-620-5600 COLORS: DB dark blue, ~note-color 2, DB dark green, Black GRAPHICS: 2053-3_digit_01_k_proxy.eps V1.5

GRAPHICA-2 | DIGITALBRIDGE 2023 PROXY STATEMENT APPENDIX A: PROXY CARD Toppan Merrill - DigitalBridge [fka Colony Capital_ Inc.] PRE 14A [iXBRL Proxy] ED [AUX] | 105969 | 27-Mar-23 23:29 | 23-2053-3.ga | Sequence: 2 CHKSUM Content: 9164 Layout: 9022 Graphics: 32677 CLEAN JOB: 23-2053-3 CYCLE#;BL#: 8; 0 TRIM: 8.25" x 10.75" AS: New York: 212-620-5600 COLORS: DB dark green, ~note-color 2, DB med blue, DB dark blue, Black, DB med gray GRAPHICS: 2053-3_digit_02_k_proxy.eps V1.5

GRAPHICDIGITALBRIDGE 2023 PROXY STATEMENT | A-3 APPENDIX A: PROXY CARD Toppan Merrill - DigitalBridge [fka Colony Capital_ Inc.] PRE 14A [iXBRL Proxy] ED [AUX] | 105969 | 27-Mar-23 23:29 | 23-2053-3.ga | Sequence: 3 CHKSUM Content: 31756 Layout: 51223 Graphics: 36976 CLEAN JOB: 23-2053-3 CYCLE#;BL#: 8; 0 TRIM: 8.25" x 10.75" AS: New York: 212-620-5600 COLORS: DB dark green, ~note-color 2, DB med blue, DB dark blue, Black, DB med gray GRAPHICS: 2053-3_digit_03_k_proxy.eps V1.5

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