Form 4: DigitalBridge Director Jeannie Diefenderfer Receives Restricted Stock Grant Following Re-election

DigitalBridge Group, Inc. director Jeannie Diefenderfer was granted 15,271 shares of restricted Class A common stock valued at $175,000 as part of her non-executive compensation, vesting on May 28, 2026.

Summary

• Jeannie Diefenderfer, a Director of DigitalBridge Group, Inc. (DBRG), acquired 15,271 shares of Class A Common Stock on May 28, 2025.
• The acquisition was a grant of restricted stock, not a purchase, with a reported price of $0 per share.
• This grant is part of the Issuer's non-executive compensation policy, following Ms. Diefenderfer's recent re-election to the board of directors.
• The restricted shares are scheduled to vest on May 28, 2026.
• The number of shares granted was determined by dividing a fixed grant value of $175,000 by the closing price of DigitalBridge's common stock on the New York Stock Exchange on the business day prior to the grant date.
• Following this transaction, Ms. Diefenderfer beneficially owns a total of 74,884 shares of Class A Common Stock.

Sentiment

Score: 6

Explanation: The sentiment is mildly positive. While a routine compensation event, it signifies continued board stability and alignment of director interests with shareholders through equity ownership. There are no negative surprises or adverse financial implications.

Positives

• The grant of restricted stock aligns the interests of Director Jeannie Diefenderfer with those of shareholders, as the value of her compensation is tied to the company's stock performance.
• The re-election and subsequent compensation indicate continuity and stability within the company's board of directors.
• The fixed grant value of $175,000 for director compensation is a transparent and standard practice for public companies.

Negatives

• The issuance of new shares for compensation, while standard, can result in minor dilution for existing shareholders, though the impact from this single grant is negligible.

Risks

• The value of the restricted stock grant is subject to market fluctuations until the vesting date of May 28, 2026, meaning the actual realized value for the director could be higher or lower than the initial grant value.
• Should the director cease to be a board member before the vesting date, the unvested shares may be forfeited, representing a risk to the director's compensation.

Future Outlook

The restricted shares granted to Director Jeannie Diefenderfer are scheduled to vest on May 28, 2026, indicating a future milestone for the full ownership of these shares.

Management Comments

• The grant represents the receipt of restricted Class A common stock in accordance with the Issuer's non-executive compensation policy in connection with the reporting person's recent re-election to the Issuer's board of directors.

Industry Context

The granting of restricted stock to non-executive directors is a common practice across various industries, including the digital infrastructure and real estate sectors where DigitalBridge operates. This method of compensation is widely used to attract and retain qualified board members and to align their long-term interests with those of the company's shareholders.

Comparison to Industry Standards

• The practice of compensating non-executive directors with equity, such as restricted stock, is a standard corporate governance practice observed in companies like American Tower Corporation (AMT), Crown Castle International Corp. (CCI), and Equinix, Inc. (EQIX), which are also significant players in the digital infrastructure space.
• The use of a fixed grant value ($175,000) to determine the number of shares, rather than a fixed number of shares, is also a common approach, ensuring that the compensation value remains consistent regardless of short-term stock price fluctuations at the time of grant.
• The one-year vesting period (May 28, 2025, to May 28, 2026) for director equity grants is typical, often aligning with the annual re-election cycle and encouraging continued service.

Corporate Governance

Related Party Transactions

• The grant of 15,271 restricted shares to Director Jeannie Diefenderfer constitutes a related party transaction, as it involves compensation provided by the company to a member of its board of directors.

Stakeholder Impact

• Shareholders: The grant aligns the director's financial interests with long-term shareholder value, as the restricted stock's value is tied to the company's stock performance. There is a minor, negligible dilutive effect from the issuance of new shares.
• Employees: No direct impact on employees is indicated by this filing.
• Customers/Suppliers/Creditors: No direct impact on these stakeholders is indicated by this filing.

Next Steps

• The restricted shares granted to Jeannie Diefenderfer are scheduled to vest on May 28, 2026, at which point they will become fully owned shares.

Key Dates

Keywords

DigitalBridge Group, DBRG, SEC Form 4, Restricted Stock, Director Compensation, Equity Grant, Beneficial Ownership, Corporate Governance, Insider Transaction