Geoffrey Goldschein
About Geoffrey Goldschein
Geoffrey Goldschein is DigitalBridge’s Chief Legal Officer and Secretary (age 49), serving in this role since May 2023 after five years as General Counsel of the Digital IM segment (2018–2023). He holds a B.A. in Psychology from Tufts University and a J.D. from Georgetown University Law Center, and has 20+ years advising on fund formation, U.S. securities, and M&A, including approximately ten years at Macquarie Infrastructure and Real Assets (MIRA) . Company performance context during his tenure includes fee revenue up over 20% and Fee-Related Earnings (FRE) up over 30% in 2024 with FRE margin at 32%, while cumulative TSR for 2024 was 62.57, reflecting broader shareholder-return dynamics that influence incentive outcomes .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| DigitalBridge (Company) | Chief Legal Officer & Secretary | Since May 2023 | Executive leadership of legal, governance, and disclosure across a multi-strategy digital infrastructure manager . |
| DigitalBridge (Digital IM) | General Counsel | 2018–2023 | Built legal framework for fund formation, carry/incentive structures, and portfolio transactions as DBRG transitioned to asset-light alternative manager . |
| Macquarie Infrastructure and Real Assets (MIRA) | Legal Counsel | Approx. 10 years | Counsel for listed/unlisted infrastructure funds; structured investor alignment and transactions across global infrastructure . |
| International Law Firms | Corporate Finance/M&A/LBO Groups | Not disclosed | Represented private equity funds and portfolio companies in domestic/international transactions (deal execution, governance) . |
External Roles
No public company directorships or committee positions disclosed for Goldschein; prior internship in the FCC Satellite Division noted (developmental experience, not a board role) .
Fixed Compensation
| Metric | 2023 | 2024 |
|---|---|---|
| Base Salary ($) | $566,266 | $575,000 |
| Target Annual Cash Bonus ($) | $725,000 (per employment agreement) | $725,000 (per employment agreement) |
| Actual Annual Cash Bonus Paid ($) | $965,754 (non-equity incentive) | $0 |
| Stock Awards (Grant-Date Fair Value, $) | $539,934 | $1,046,997 |
| All Other Compensation ($) | $42,782 | $96,452 |
| Total Compensation ($) | $2,114,737 | $1,718,449 |
2024 long-term equity award design:
- Time-based restricted shares: $520,313 (vest over three years) .
- Performance-based RSUs: $520,313 (3-year performance cycle with payout 0–200% of target, subject to relative TSR modifier) .
Performance Compensation
2024 Annual Incentive Plan – Cash Bonus Outcomes
| Performance Metric | Weight | Minimum (50% payout) | Target (100%) | Maximum (200%) | Actual | Payout % |
|---|---|---|---|---|---|---|
| FEEUM Capital Raise ($mm), with ≥0.84% average fee rate | 33.3% | 7,000.0 | 7,500.0 | 8,300.0 | 8,978.0, but fee rate below threshold | 0% |
| Run-rate FRE post Corporate G&A ($mm) | 33.3% | 148.0 | 164.4 | 180.9 | 134.0 | 0% |
| Run-rate Distributable Earnings ($mm) | 33.3% | 89.3 | 99.2 | 109.2 | 78.1 | 0% |
| Total | 100% | — | — | — | — | 0% aggregate; no bonus paid |
Long-Term Incentive (2024 PSU Design)
| Component | Metric | Threshold | Target | Maximum | Modifier | Vesting/Period |
|---|---|---|---|---|---|---|
| PSUs (50% of LTI) | Cumulative Distributable Earnings (DE) per share over performance cycle | $2.14 → 50% payout | $2.85 → 100% payout | ≥$3.56 → 200% payout | Relative TSR modifier: 0.8 at ≤30th pct; 1.0 at 55th; 1.2 at ≥80th (capped at 1.0 if absolute TSR negative) | 3-year performance (Jan 1, 2024–Dec 31, 2026) |
Historical PSU outcomes: 2021 and 2022 PSU awards forfeited based on relative TSR results vs peer group (reinforces at-risk design) .
Equity Ownership & Alignment
| Item | Value |
|---|---|
| Beneficial Ownership (Common Share Equivalents, shares) as of Apr 8, 2025 | 108,714; <1% of common share equivalents |
| Stock Ownership Guideline (Other Executive Officers) | 3x base salary; compliance measured annually; NEOs compliant or on track as of Dec 31, 2024 |
| Anti-Hedging/Pledging Policy | Prohibits options/derivatives, short sales, margin accounts, and pledging, unless Board-approved |
| Clawback Policy | SEC/NYSE-compliant, mandatory recovery of erroneously awarded incentive comp for three prior years if restatement required |
Outstanding equity and vesting schedule (as of Dec 31, 2024):
- Unvested restricted shares: 60,679 ($684,459 at $11.28/share) .
- Unvested performance RSUs (target): 13,846 ($156,177 at $11.28/unit) .
- Time-based RS vesting dates/amounts:
- Mar 15, 2025: 26,742 shares .
- Mar 15, 2026: 24,706 shares .
- Mar 15, 2027: 9,231 shares .
- PSU performance end date:
- Dec 31, 2026: 13,846 RSUs (target) .
Employment Terms
| Term | Key Details |
|---|---|
| Role/Start Date | Chief Legal Officer & Secretary; effective May 11, 2023 |
| Agreement Term | Initial 3-year term from May 11, 2023; auto-renew for successive 1-year periods unless 180-day notice of non-renewal |
| Fixed Pay | Base salary ≥$575,000; target annual bonus $725,000; target annual equity awards initially $950,000, subject to Compensation Committee review |
| Severance (Without Cause / Good Reason) | Lump sum equals 2x sum of base salary + average or target bonus; unpaid prior-year bonus; pro-rata target bonus; full vesting of equity/carry; medical/dental/vision at active rates for 24 months (for certain NEOs); subject to release |
| Non-Compete/Non-Solicit | One-year post-termination non-compete/non-solicit unless termination without cause or for good reason; confidentiality and non-disparagement covenants apply |
| Change-of-Control Treatment | Equity acceleration upon change-of-control is indicated; Goldschein’s table reflects single-trigger equity vesting even without termination |
| Death/Disability | Lump sum of unpaid prior-year bonus and pro-rata target bonus; equity acceleration per plan |
| Tax Gross-Ups | No tax gross-ups on compensation payments in connection with change of control (company practice) |
Potential payments (as of Dec 31, 2024, assumes event date; excludes performance RSUs until performance period ends):
| Event | Severance Payment ($) | Equity Award Acceleration ($) |
|---|---|---|
| Termination Without Cause or For Good Reason | $3,428,246 | $684,459 |
| Change-of-Control Without Termination | — | $684,459 |
| Change-of-Control With Termination | $3,428,246 | $684,459 |
| Death or Disability | $725,000 | $684,459 |
Other alignment mechanisms:
- Performance fee allocations are variable, allocated subject to fund performance hurdles and clawbacks; Goldschein received $34,974 in performance fee allocations in 2024 (included in “All Other Compensation”) .
- 2024 Say-on-Pay approval was over 81%, following shareholder outreach (indicates broad support for pay structure) .
- Compensation peer group includes Ares, Blue Owl, Carlyle, Cohen & Steers, Hamilton Lane, StepStone Group, TPG (used for benchmarking) .
Investment Implications
- Pay-for-performance alignment is strong: 2024 annual bonuses for NEOs (including Goldschein) paid at 0% due to missing rigorous FRE/DE thresholds and fee-rate condition on FEEUM, despite headline capital raising—reduces cash comp leakage when performance metrics aren’t met .
- Long-term incentives have meaningful at-risk components: 50% PSUs tied to cumulative DE/share and relative TSR (capped if absolute TSR negative), with prior PSU cycles forfeited—indicates disciplined equity design that can amplify upside but protects shareholders in drawdowns .
- Retention and exit economics: Two-times cash severance plus full equity vesting and single-trigger equity acceleration on change-of-control present moderate retention offset by potential exit costs; upcoming time-based vesting tranches (26.7K in Mar-2025; 24.7K in Mar-2026; 9.2K in Mar-2027) and a 2026 PSU performance settlement may create mechanical supply, though anti-pledging reduces leverage-related selling pressure .
- Ownership alignment is modest (<1% beneficial ownership), but compliant with 3x salary guideline, supplemented by required fund commitments tied to performance fee allocations and a robust clawback policy—aligns incentives with fund investors and shareholders over multi-year horizons .
- Governance support (81% say-on-pay) and explicit “no tax gross-ups” reduce shareholder-unfriendly risk; however, single-trigger equity vesting at change-of-control is a watch item for potential dilution/timing effects during M&A scenarios .