DEF: DigitalBridge Group Sets Date for 2025 Annual Stockholders Meeting, Outlines Key Proposals

DigitalBridge Group will hold its 2025 Annual Meeting of Stockholders virtually on May 23, 2025, to vote on director elections, executive compensation, and the ratification of its independent accounting firm.

Summary

• DigitalBridge Group, Inc. will hold its 2025 Annual Meeting of Stockholders virtually on May 23, 2025.
• Stockholders of record as of April 7, 2025, are entitled to vote on the election of nine directors, an advisory vote on executive compensation, and the ratification of Ernst & Young LLP as the independent registered public accounting firm for the fiscal year ending December 31, 2025.
• The Board of Directors recommends voting FOR all director nominees, FOR the advisory vote on executive compensation, and FOR the ratification of Ernst & Young LLP.
• In 2024, DigitalBridge executed against its strategic roadmap as a fully transformed, asset-light alternative asset manager focused exclusively on digital infrastructure.
• DigitalBridge raised a record $9 billion in new fee-earning equity during 2024, a 16% year-over-year increase.
• Fee-Earning Equity Under Management (FEEUM) grew by approximately $3 billion on a net basis, reaching $36 billion as of December 31, 2024.
• Portfolio companies deployed over $16 billion in success-based capital expenditures, primarily across data center platforms.
• Fee revenue increased over 20%, and Fee-Related Earnings (FRE) grew over 30% year-over-year in 2024, with FRE margin expanding to 32%.

Sentiment

Score: 7

Explanation: The document presents a positive outlook with record capital formation and growth in key financial metrics, but also acknowledges some challenges related to fee rates and fundraising mix.

Positives

• DigitalBridge achieved record capital formation, raising $9 billion in new fee-earning equity during 2024.
• Fee revenue and Fee-Related Earnings (FRE) experienced significant growth in 2024.
• The company is positioned for long-term carry generation and compounding of value.
• DigitalBridge has a majority of independent directors and favorable stockholder rights.

Negatives

• The higher mix of co-investment impacted blended fee rates.
• The overall mix of fundraising impacted the Company's ability to meet original FRE guidance.

Risks

• Macroeconomic conditions and technology transitions could impact the company's performance.
• The timing of performance fee payments may be impacted by a variety of factors including the maturity of our managed funds and vehicles, the demand for infrastructure and digital infrastructure assets, general economic conditions and other risks and factors that are described in our public filings.

Future Outlook

DigitalBridge enters 2025 with strong momentum and a clear strategic vision, believing the breadth, resilience, and diversification of its platform will be increasingly relevant as technology transitions from AI training to real-time inference workloads.

Industry Context

DigitalBridge is positioning itself as a leading asset-light alternative asset manager focused on digital infrastructure, capitalizing on the growing demand for compute and connectivity driven by cloud deployments and AI.

Comparison to Industry Standards

• The document benchmarks DigitalBridge's performance and compensation against peers in the alternative asset management industry, considering market capitalization and complexity.
• The peer group includes companies such as Ares Management, Blue Owl Capital, Carlyle Group, Cohen & Steers, Hamilton Lane, StepStone Group, and TPG.
• The company focuses on variable pay structures, emphasizing long-term compensation directly related to stock price, relative TSR, and other strategic and financial objectives, aligning with industry practices.

Related Party Transactions

• Senior management and employees may invest in investment vehicles sponsored by the Company.
• The Company will provide reimbursement to Mr. Ganzi for certain defined fixed costs of any aircraft owned by Mr. Ganzi.
• A subsidiary of the Company entered into a consulting agreement with Jacky Wu, the Companys former Executive Vice President, Chief Financial Officer and Treasurer, pursuant to which Mr. Wu provided certain advisory services to the Company through December 31, 2024.

Stakeholder Impact

• The executive compensation program is designed to align the interests of executive officers with those of stockholders and investors.
• The company encourages the direct investment of executive officers in managed funds and investment vehicles, which aligns the interests of executive officers with those of stockholders and investors.

Next Steps

• Stockholders are encouraged to vote their shares by proxy via the phone or the Internet or by completing, signing, dating and returning their proxy card.
• DigitalBridge will continue to build new relationships with institutional investors, expand its private wealth distribution capabilities, and lay the groundwork for new strategies in digital energy and stabilized data centers, expected to launch in 2025.

Key Dates

Keywords

DigitalBridge, Annual Meeting, Stockholders, Directors, Executive Compensation, Ernst & Young, FEEUM, FRE, Capital Formation, Digital Infrastructure