Dale Anne Reiss
About Dale Anne Reiss
Independent director of DigitalBridge Group, Inc. since 2019; age 77. Former Senior Partner at Ernst & Young LLP, serving as Global and Americas Director of Real Estate, Hospitality and Construction (1999–2008), and currently Senior Managing Director at Brock Capital Group LLC (since 2009). Certified Public Accountant with B.S. from Illinois Institute of Technology and MBA from the University of Chicago. Chairs the Nominating & Corporate Governance Committee and serves on the Audit Committee; designated an Audit Committee Financial Expert by the Board .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Ernst & Young LLP | Senior Partner; Global & Americas Director, Real Estate, Hospitality and Construction | 1985–2008 (Global/Americas Director 1999–2008); Senior consultant 2008–2011 | Led global real estate sector practice; deep financial/accounting leadership |
| Brock Capital Group LLC | Senior Managing Director | Since Dec 2009 | Senior advisory capacity |
| Urban Investment & Development Company | Senior Vice President and Controller | 1980–1985 | Corporate finance and controls |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Tutor Perini Corporation (NYSE: TPC) | Director; Chair of Audit; Nominating & Governance Committee | May 2014–present | Audit Chair; governance oversight |
| Starwood Real Estate Income Trust, Inc. | Director; Chair of Audit | Nov 2017–present | Audit Chair |
| iStar Inc. (NYSE: STAR) | Director | Jul 2008–May 2019 | Chair of Audit; Nominating & Governance Committee |
| Post Properties, Inc. (NYSE: PPS) | Director | Oct 2008–May 2013 | Audit; Nominating & Governance |
| Care Capital Properties Inc. (NYSE: CCP) | Director | Aug 2015–Aug 2017 | Chair of Compensation; Nominating & Governance |
| CYS Investments, Inc. (NYSE: CYS) | Director | Jan 2015–Jul 2018 | Audit; Nominating & Governance |
| Urban Land Institute | Governor; former Trustee | 1998–present | Industry leadership |
| Educational Housing Services (NYC) | Board Member | N/A | Non-profit governance |
| Southwest Florida Community Foundation (Collaboratory) | Trustee | N/A | Community engagement |
| Sanibel Police Pension Board | Trustee | N/A | Pension oversight |
Board Governance
- Independence and roles: Independent director; Chair, Nominating & Corporate Governance Committee; member, Audit Committee; identified as Audit Committee Financial Expert .
- Committee structure and oversight: All Board committees (Audit, Human Capital & Compensation, Nominating & Corporate Governance) comprise independent directors; independent non-executive Chair of the Board (Nancy A. Curtin) presides over Board and executive sessions .
- Attendance and engagement: Board met 28 times in 2024; each director attended at least 75% of Board and committee meetings during their service; all directors in April 2024 attended the 2024 Annual Meeting .
- Committee activity: Audit Committee met 5 times in 2024; Nominating & Corporate Governance Committee met 8 times in 2024 .
- Independence determination: Board affirmatively determined Reiss is independent under NYSE standards .
- Majority voting & resignation policy: Directors in uncontested elections require majority of votes cast; incumbents not receiving a majority must tender resignation within three days after certification .
- Anti-hedging/pledging policy: Prohibits hedging, short sales, margin accounts, and pledging of company stock (except as otherwise approved by the Board) .
- Shareholder engagement signals: 2024 Say-on-Pay support exceeded 81%; Chair of Compensation Committee led outreach to institutional investors .
Committee Assignments
| Committee | Role | Notes |
|---|---|---|
| Nominating & Corporate Governance | Chair | Oversees board refreshment, succession planning, responsible investing program, board education, evaluations |
| Audit | Member; Audit Committee Financial Expert | Oversight of financial reporting, internal controls, risk, compliance; five meetings in 2024 |
Fixed Compensation
| Component | 2024 Policy/Amount | Vesting/Notes |
|---|---|---|
| Annual cash retainer | $100,000 | Paid quarterly |
| Committee chair cash retainer (NCG) | $20,000 | Paid quarterly |
| Committee member cash retainer (Audit) | $15,000 | Paid quarterly |
| Per-meeting fees | $2,500 per Board meeting beyond 8; $1,500 per committee meeting beyond 8 | Paid quarterly; 2024 Board held 28 meetings (actual director attendance ≥75%) |
| 2024 cash actually paid (Reiss) | $153,000 | Reflects role-based retainers and attended meetings |
| 2024 Director Compensation (Reiss) | Amount ($) | Notes |
|---|---|---|
| Fees Earned or Paid in Cash | 153,000 | 2024 actual |
| Stock Awards | 175,000 | Granted April 30, 2024, one-year vest; 100% restricted shares |
| Total | 328,000 | Sum of cash + equity |
- Deferred compensation: Directors may elect to receive retainers as deferred stock units (DSUs), payable in stock upon departure or in annual installments over three years; DSUs receive dividend equivalents reinvested as DSUs .
Performance Compensation
- Non-employee director compensation includes annual equity grants with one-year time-based vesting; no performance-based equity or options for directors in 2024 .
| Director Performance-Based Metrics | 2024 Disclosure |
|---|---|
| Performance metrics tied to director pay | None disclosed for directors; annual equity grants are time-based |
| Options/PSUs for directors | None disclosed; 2024 director equity in restricted shares/DSUs |
Other Directorships & Interlocks
- Current public boards: Tutor Perini (NYSE: TPC); Starwood Real Estate Income Trust (non-traded REIT) .
- Prior public boards: iStar (NYSE: STAR), Post Properties (NYSE: PPS), Care Capital Properties (NYSE: CCP), CYS Investments (NYSE: CYS) .
- Interlocks: The proxy states no Compensation Committee interlocks or employee participation on the Compensation Committee .
Expertise & Qualifications
- CPA; extensive financial/accounting expertise from senior roles at major public accounting firms; designated Audit Committee Financial Expert by the Board .
- Leadership in real estate, construction, and hospitality sectors; governance experience across public and private boards; non-profit and pension oversight roles .
Equity Ownership
| Item | Value | Notes |
|---|---|---|
| Beneficial ownership (Common Share Equivalents) | 66,365 | As of April 8, 2025; less than 1% |
| Unvested shares held (12/31/2024) | 10,258 | Unvested restricted shares |
| Director Stock Ownership Guideline | 4x annual cash base retainer | $100,000 cash retainer → 4x multiple |
| Guideline compliance status | In compliance or within 5-year transition period | Company-wide director status |
| Hedging/Pledging | Prohibited by policy (pledging only if Board-approved) | Anti-hedging/pledging detailed in insider trading policy |
Governance Assessment
- Strengths: Independent status; chairs key governance committee; audit financial expert designation; robust committee activity and majority-independent board; established anti-hedging/pledging policies and majority voting standard; director ownership guidelines in place with disclosed compliance .
- Compensation alignment: Balanced cash/equity mix for directors; annual equity grants with one-year vesting promote alignment; independent compensation consultant (Pay Governance) engaged for director pay benchmarking .
- Shareholder signals: Strong say-on-pay support (81% in 2024) and active engagement by Compensation Committee leadership indicate responsiveness to investor feedback .
- Potential conflicts/related-party review: Formal Related Party Transaction Policy requires Audit Committee or disinterested Board approval of transactions >$120,000; no Compensation Committee interlocks noted. Continue monitoring any overlap with external entities (e.g., construction sector boards) for procurement/vendor interactions; policy framework appears robust .