David Tolley
About David M. Tolley
David M. Tolley, age 57, has served as an independent director of DigitalBridge Group, Inc. since 2022 and is the Chair of the Audit Committee. He was CEO of WeWork Inc. (May 2023–June 2024), EVP/CFO of Intelsat S.A. (June 2019–March 2022), CFO of OneWeb (2017–2019), a Senior Managing Director in Blackstone’s Private Equity Group (2000–2011), and a Vice President in Morgan Stanley’s Investment Banking Division (1990–2000). He holds an MBA from Columbia Business School and a BS in Economics and History from the University of Michigan .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| WeWork Inc. | Chief Executive Officer | May 2023 – June 2024 | Led global flexible workspace provider |
| Intelsat S.A. | EVP & Chief Financial Officer | June 2019 – March 2022 | Helped lead multi-billion dollar restructuring |
| OneWeb (Network Access Associates Ltd.) | Chief Financial Officer | 2017 – 2019 | Satellite services finance leadership |
| Blackstone | Senior Managing Director, Private Equity Group | 2000 – 2011 | Led satellite services strategy; Private Equity Investment Committee member |
| Morgan Stanley | Vice President, Investment Banking Division | 1990 – 2000 | Advisory in communications sector |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| KVH Industries (NASDAQ: KVHI) | Director | June 2022 – Present | Public company board experience |
| WeWork Inc. (NYSE: WE) | Director | Feb 2023 – June 2024 | Public company board experience |
| Cumulus Media (NASDAQ: CMLS) | Director | 2006 – 2017 | Public company board experience |
| New Skies Satellites | Director | 2004 – 2006 | Public company board experience |
| Centennial Communications (formerly NYSE: CYCL) | Director | 2001 – 2005 | Public company board experience |
| ExteNet Systems | Director | 2016 – 2019 | Other position/recognition |
Board Governance
- Independence: The Board affirmatively determined Tolley is independent under NYSE listing standards .
- Committee leadership: Audit Committee Chair; Audit Committee membership includes Brown, Rasheed, Reiss, Schapiro, and Tolley (Chairman) .
- Financial expertise: Board determined Tolley is an “audit committee financial expert” .
- Attendance and engagement: Board met 28 times in 2024; each director attended ≥75% of Board and committee meetings; all directors attended the 2024 Annual Meeting .
- Committee activity: Audit Committee met 5 times; Compensation Committee met 6 times; Nominating & Corporate Governance Committee met 8 times in 2024 .
- Governance structure: Independent, non-executive Chairperson of the Board; all committees are composed exclusively of independent directors .
- Insider policy: Anti-hedging/pledging policy prohibits options trading, short sales, margin accounts, and pledging (unless specifically approved by the Board) .
- Say-on-pay signal: 2024 say-on-pay received >81% support after broad investor outreach .
| 2024 Board & Committee Activity | Count |
|---|---|
| Board Meetings | 28 |
| Audit Committee Meetings | 5 |
| Compensation Committee Meetings | 6 |
| Nominating & Corporate Governance Committee Meetings | 8 |
Fixed Compensation
| Component (2024) | Amount (USD) | Detail |
|---|---|---|
| Fees Earned or Paid in Cash | $140,000 | Reported for Tolley |
| Stock Awards (Grant-Date FV) | $175,000 | Annual grant; issued as restricted shares for Tolley |
| Total | $315,000 | Sum of cash + stock awards |
| Non-Employee Director Fee Schedule (2024) | Amount (USD) |
|---|---|
| Annual Cash Retainer | $100,000 |
| Additional Retainer – Chairperson of the Board | $125,000 |
| Committee Chair Retainers – Audit / Compensation / Nominating | $25,000 / $20,000 / $20,000 |
| Committee Member Retainers – Audit / Compensation / Nominating | $15,000 / $10,000 / $10,000 |
| Annual Stock Award (granted upon re-election; 1-year vest) | $175,000 |
| Additional Meeting Fees (beyond 8 per year) – Board / Committee | $2,500 / $1,500 per meeting |
| Deferred Compensation Program (DSUs optional) | Available; dividend equivalents; payable at/after departure |
Performance Compensation
- Directors do not receive performance-based equity; the annual stock award vests on the one-year anniversary of grant, subject to continued service .
- 2024 stock award format: Tolley’s award was 100% restricted Class A shares; no options outstanding .
| 2024 Equity Grant Details | Grant Date | Vesting | Format |
|---|---|---|---|
| Annual Stock Award | April 30, 2024 | Vests in full on 1-year anniversary | Restricted shares (Tolley) |
Other Directorships & Interlocks
- Compensation Committee interlocks: None; no employee participation on the Compensation Committee .
- Current public company boards: KVH Industries (present) .
- Prior public company boards: WeWork, Cumulus Media, New Skies Satellites, Centennial Communications .
Expertise & Qualifications
- CEO/Executive leadership; Qualified Financial Expert; Digital; Capital Markets; Investment/Portfolio Management; Risk Management; Corporate Governance (Board skills matrix indicates Tolley’s breadth) .
- Formal education: MBA (Columbia), BS Economics & History (University of Michigan) .
Equity Ownership
| Item | Value |
|---|---|
| Beneficial Ownership (Common Share Equivalents) | 32,536 shares; <1% of common share equivalents |
| Unvested Restricted Shares (as of Dec 31, 2024) | 10,258 shares |
| Ownership Guidelines (Non-Executive Directors) | Minimum 4x annual cash base retainer; compliance within 5 years of initial election |
| Pledging/Hedging | Prohibited without Board approval; options trading and short sales prohibited |
Notes: Percentages in the ownership table are based on 188,362,468 common share equivalents as of April 8, 2025; Tolley’s percentage is denoted “*” (<1%) in the proxy .
Governance Assessment
- Strengths: Independent director with deep finance and restructuring experience; serves as Audit Committee Chair and an SEC-defined audit committee financial expert; committees are wholly independent; Board meeting cadence and attendance thresholds support engagement; strong anti-hedging/pledging policy; director ownership guidelines reinforce alignment .
- Incentive alignment: Balanced director pay mix with a modest cash retainer and annual stock award; Tolley’s 2024 total director compensation of $315,000 reflects standard structure; one-year vesting supports ongoing service without short-termism; no option awards .
- Shareholder signals: Robust say-on-pay support (>81%) and independent consultant involvement (Pay Governance) indicate investor confidence in compensation governance processes .
- Potential conflicts/RED FLAGS: No related-party transactions involving Tolley are identified in the proxy’s “Certain Relationships and Related Transactions” section; Compensation Committee interlocks are explicitly absent. Anti-pledging mitigates collateral risk. No option repricing or tax gross-ups disclosed for directors .
- Overall: Tolley’s audit oversight role, independence, and financial expertise support board effectiveness. His prior operating roles (WeWork, Intelsat, OneWeb) add risk-management and restructuring perspective valuable for DBRG’s asset-light, alternative asset manager model .