Digitalbridge Group Inc

This proposal asks stockholders to cast a non-binding advisory vote (a 'say-on-pay') to approve the overall compensation paid to the Company’s named executive officers as disclosed under Item 402 of Regulation S-K. Management is seeking this advisory endorsement to validate its pay practices and to gauge investor support for the structure and outcomes of its compensation program; the Board explicitly recommends a 'FOR' vote. The filing emphasizes a pay-for-performance philosophy: a majority of executive pay is variable and tied to formulaic financial metrics (FEEUM capital raise, FRE, distributable earnings) and multi-year performance-based equity awards with relative TSR modifiers. The advisory vote is not binding, but the Board and Compensation Committee state they will consider the outcome when making future compensation decisions, and they have engaged in stockholder outreach historically. Contextually, the Company completed strong financial results in 2025 and is in the process of a pending acquisition by SoftBank, which frames near-term governance and retention priorities; management says continued alignment is important to retain talent through the transaction period. The Company’s disclosure highlights features intended to limit risk and protect stockholders, such as minimum vesting periods, clawback provisions, independent compensation consultant engagement, and stock ownership guidelines. Because the vote is advisory, operational or contractual changes do not automatically follow from the vote, but a clear negative result could trigger heightened engagement, potential plan design changes, or public disclosure of remedial actions. For sophisticated evaluators, the key issues are (i) the degree to which pay outcomes reflect realized value versus accounting grant-date valuations, (ii) the interaction between performance fee allocations and corporate pay, and (iii) the potential impact of the pending transaction on future compensation and retention mechanics. The Board’s recommendation and the Company’s track record of engagement suggest management expects majority support, while the advisory nature and the presence of performance-based awards mean investors should weigh realized payouts, vesting outcomes, and governance protections when forming a view.

This management proposal requests stockholder approval to amend the Company’s 2024 Omnibus Stock Incentive Plan by adding 6,000,000 shares to the plan’s share reserve. Management and the Compensation Committee say the increase is needed to continue making equity awards to attract, retain and incentivize employees and directors in the ordinary course of business and to preserve plan capacity through the expected closing of the pending SoftBank acquisition. The filing provides plan-level safeguards: a one-year minimum vesting requirement (with a limited 5% carve-out), no evergreen replenishment, limitations on repricing without stockholder approval, and customary change-in-control provisions; these features are highlighted to reduce perceived governance risk. The company discloses historical burn rates (three-year average 1.68%) below ISS industry benchmarks, and quantifies the incremental dilution from the amendment at approximately 3.29% of existing basic shares, with total potential overhang after the amendment of about 6.35%. Management also notes the anticipated new share pool would likely support grants for roughly 1–2 years given historical usage, and that certain conditional grants (including awards to named executives) are contingent on stockholder approval. For a sophisticated reviewer, the salient considerations are the quantified dilutive effect versus the operational need to preserve compensation capacity, the disclosed historical burn rate and grant practices, and the Company’s governance protections around vesting, repricing and clawbacks. Given the Company’s pending transactional context and the Board’s stated desire to maintain ordinary-course compensation capability, the Board recommends a 'FOR' vote; opposition risk centers on dilution and proxy-advisor scrutiny of the share request magnitude relative to peers and recent usage.

This agenda line reserves the meeting for the consideration of any additional matters properly brought before the meeting that are not specifically described in the proxy materials. It is standard boilerplate in proxy statements and typically covers ministerial or unforeseen items, director procedural matters, or other routine business; such items, if any, would be voted on at the discretion of the proxies or as directed by stockholders who submit votes. Because this item is open-ended and contingent on what may be properly presented during the meeting, there is no single substantive resolution to analyze. For investors evaluating governance risk, the existence of an "Other Business" item is neutral; the critical factor is whether any non-routine or material items are disclosed in advance (they were not in this filing). Any such matters would be governed by the Company’s charter, bylaws and applicable law, and would be subject to the usual quorum and vote thresholds. In practice, this item rarely changes outcomes for the main, disclosed proposals and typically has minimal governance significance unless the Board or management uses it to present an unexpected material action, which the Company has not indicated here.