Form 4: DigitalBridge Director Jay Wintrob Receives Stock Grant
Insider Transaction Report
DigitalBridge Group, Inc. director Jay S. Wintrob received a grant of 8,075 restricted Class A common shares as part of his non-executive compensation following his recent board appointment.
Summary
- Jay S. Wintrob, a director of DigitalBridge Group, Inc. (DBRG), acquired 8,075 shares of Class A Common Stock.
- This acquisition occurred on November 7, 2025, and represents a grant of restricted stock, not a cash purchase.
- The shares were granted in accordance with the Issuer's non-executive compensation policy, linked to his recent appointment to the board of directors.
- The restricted shares are scheduled to vest on May 28, 2026.
- The number of shares was determined by dividing a fixed grant value of $100,205 by the closing price of the Issuer's common stock on October 30, 2025.
- The $100,205 grant value reflects a pro-rated amount for the period from his initial election to the board on October 31, 2025, through the vesting date.
- Following this transaction, Jay S. Wintrob beneficially owns 8,075 shares directly.
Sentiment
Score: 7
Explanation: This is a routine and positive corporate governance event, aligning director interests with shareholders. It reflects standard compensation practices for board members.
Positives
- The grant of restricted stock aligns the director's financial interests with those of shareholders, promoting long-term value creation.
- This transaction reflects a standard and structured approach to non-executive director compensation, indicating sound corporate governance practices.
Risks
- The ultimate value realized from the restricted shares is subject to the future market performance of DigitalBridge Group, Inc.'s stock price until the vesting date.
Future Outlook
The restricted shares are scheduled to vest on May 28, 2026, indicating a future date for the full realization of this compensation, contingent on continued service as a director.
Industry Context
The grant of restricted stock to a non-executive director is a common practice in the U.S. public company landscape, serving to align the director's long-term interests with those of the company's shareholders and to compensate for board service. DigitalBridge operates in the digital infrastructure sector, where attracting and retaining experienced board members is crucial.
Comparison to Industry Standards
- This compensation structure, involving restricted stock grants for non-executive directors, is a widely adopted standard across various industries, including technology and real estate investment trusts (REITs) which DigitalBridge operates within.
- Companies like American Tower Corporation (AMT) or Crown Castle International Corp. (CCI), also in digital infrastructure, typically utilize similar equity-based compensation to incentivize and retain independent directors, ensuring their commitment to long-term shareholder value.
- The pro-rated grant value for a partial year of service is also a standard practice in director compensation.
Management Changes
| Role | Previous Person | New Person | Effective Date | Reason |
|---|---|---|---|---|
| Director | NA | Jay S. Wintrob | 10/31/2025 | Initial election to the board of directors. |
Corporate Governance
| Change Type | Description | Effective Date | Impact Assessment |
|---|---|---|---|
| Compensation Policy Application | Application of the Issuer's non-executive compensation policy for director equity grants. | 11/07/2025 | Ensures alignment of director incentives with shareholder interests and provides competitive compensation for board service. |
Stakeholder Impact
- Shareholders: The grant aligns the director's financial interests with long-term shareholder value creation, potentially fostering more aligned decision-making.
- Board of Directors: This compensation structure helps attract and retain qualified independent directors.
Next Steps
- The restricted shares will vest on May 28, 2026, subject to the terms of the grant and continued service.
Key Dates
| Date | Description |
|---|---|
| 10/30/2025 | Closing price of common stock used for grant calculation. |
| 10/31/2025 | Jay S. Wintrob's initial election to the board of directors. |
| 11/06/2025 | Date Power of Attorney was executed for SEC filings. |
| 11/07/2025 | Date of earliest transaction (receipt of restricted stock grant) and filing date of Form 4. |
| 05/28/2026 | Vesting date for the restricted Class A common stock. |
Keywords
DigitalBridge Group, DBRG, Jay Wintrob, Form 4, Insider Transaction, Restricted Stock, Director Compensation, Equity Grant, Corporate Governance, SEC Filing
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