Ian Schapiro
About Ian Schapiro
Ian Schapiro (age 68) is an independent director of DigitalBridge Group, Inc. (DBRG) since 2024 and serves on the Audit Committee and Human Capital & Compensation Committee. He is designated an “audit committee financial expert,” reflecting deep experience in governance, strategic acquisitions, energy infrastructure investing, and financial analysis. He is currently Senior Advisor to Oaktree Capital Management (since April 2024) and holds a B.Comm. from the University of Witwatersrand and an MBA from the University of Southern California .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Oaktree Capital Management – GFI Energy Group | Managing Director & Portfolio Manager; later Co‑PM Infrastructure Investing | 2009–Apr 2024 | Led energy/power infrastructure investing; governance and strategic M&A oversight |
| GFI Energy Ventures | Co‑founder & Managing Director | 1995–2009 | Predecessor to Oaktree’s GFI; energy sector investments and portfolio leadership |
| Venture Associates / Arthur Andersen | Partner | Prior to 1995 | Utility consulting; accounting/financial expertise |
| CFO – technology company; commercial banker (energy) | Executive/Banker | Prior | Sector finance and operating experience |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Oaktree Capital Management | Senior Advisor | Apr 2024–present | Oaktree energy/infrastructure investing; potential industry overlap with DBRG’s ecosystem |
| Infrastructure & Energy Alternatives, Inc. (NASDAQ: IEA) | Director | Mar 2018–Jan 2020 | Prior public board role |
| Cherokee International (NASDAQ: CHRK) | Director | Until 2007 (acquisition) | Prior public board role |
| InfraSource Services (NYSE: IFS) | Director | Until 2007 (acquisition) | Prior public board role |
| Numerous private boards (e.g., UtiliQuest, Osmose, Solomon Corp.) | Director | Various | Energy/infrastructure portfolio governance |
Board Governance
- Independent status: Board affirmatively determined Schapiro is independent under NYSE rules .
- Committees: Audit Committee (member; designated audit committee financial expert) ; Human Capital & Compensation Committee (member) .
- Attendance: In 2024, the Board met 28 times; each director attended at least 75% of Board and committee meetings during his/her service. Directors present at the 2024 Annual Meeting .
- Board leadership: Independent, non-executive Chairperson (Nancy Curtin); executive sessions of non-management directors at each regularly scheduled Board and committee meeting .
- Majority voting standard: Directors in uncontested elections must receive a majority of votes cast; resignation policy applies if not achieved .
Fixed Compensation
| Component | 2024 Policy Detail | Notes |
|---|---|---|
| Annual cash retainer | $100,000 | Paid quarterly in arrears |
| Chairperson add’l cash | $125,000 | Not applicable to Schapiro |
| Committee chair add’l cash | Audit $25,000; Comp $20,000; Nominating $20,000 | Schapiro is not a chair |
| Committee member add’l cash | Audit $15,000; Comp $10,000; Nominating $10,000 | Applies per committee service |
| Meeting fees (above threshold) | Board: $2,500 per meeting >8/year; Committees: $1,500 per meeting >8/year | Payable quarterly |
| Director | Fees Earned (Cash, $) | Stock Awards (Grant-date FV, $) | Total ($) |
|---|---|---|---|
| Ian Schapiro (appointed Jul 10, 2024) | 79,442 | 140,968 (restricted shares) | 220,410 |
- Deferred compensation: Directors may elect to receive retainers as deferred stock units; DSUs receive dividend equivalents and settle in Class A shares upon/after board departure .
Performance Compensation
| Award Type | 2024 Grant Detail | Vesting | Shares/Units Outstanding |
|---|---|---|---|
| Annual stock award (director) | $175,000 in restricted Class A stock for re-elected directors (two business days post re‑election); Schapiro received a pro‑rata restricted share grant upon initial appointment | One‑year vesting for annual grant; initial pro‑rata grant vests per policy | 10,520 unvested restricted shares held by Schapiro as of Dec 31, 2024 |
| Performance metrics | None disclosed for director equity; director stock awards are time‑based (no PSUs/options for directors in 2024) | n/a | n/a |
No options were granted to directors in 2024; equity is predominantly time-based restricted stock or DSUs, enhancing alignment without introducing performance-metric gaming risk .
Other Directorships & Interlocks
| Company | Role | Overlap/Interlock |
|---|---|---|
| Infrastructure & Energy Alternatives, Inc. (IEA) | Former Director | Prior role; no current interlock disclosed |
| Cherokee International; InfraSource Services | Former Director | Prior roles; acquired; no current interlock disclosed |
- Committee interlocks: DBRG discloses no Compensation Committee interlocks or employee participation; Pay Governance engaged as independent consultant in 2024 director pay review .
Expertise & Qualifications
- Audit committee financial expert designation; experience in financial/accounting matters and corporate governance .
- Energy/infrastructure investing and operational leadership across utilities and digital infrastructure‑adjacent sectors .
- Education: Bachelor of Commerce (University of Witwatersrand); MBA (USC) .
Equity Ownership
| Holder | Shares Beneficially Owned | % of Class A/Common Share Equivalents | Notes |
|---|---|---|---|
| Ian Schapiro | 10,520 | <1% | Includes restricted Class A shares subject to time‑based vesting; excludes performance RSUs (directors generally do not receive PSUs) |
- Ownership guidelines: Directors must hold 4x annual cash base retainer; compliance required within 5 years of initial election. Schapiro, appointed in July 2024, is within the five‑year transition period for compliance .
- Anti-hedging/pledging: DBRG prohibits hedging, short sales, margin accounts, and pledging of company stock (exceptions only if approved by the Board) .
Governance Assessment
- Committee effectiveness: Dual service on Audit and Compensation, with audit financial expert designation, strengthens oversight of financial reporting, internal controls, and pay practices. Audit met five times; Compensation met six times in 2024, with independent consultant support and no interlocks .
- Independence & engagement: Board majority independent; Schapiro affirmatively determined independent; Board held 28 meetings in 2024 with ≥75% attendance for all directors; executive sessions at each regular meeting support candid oversight .
- Compensation alignment: Director pay mix balances cash with equity; equity vests time‑based, encouraging ownership and alignment (ownership guidelines 4x retainer). Schapiro’s pro‑rata grant reflects mid‑year appointment; no options or performance awards to directors mitigate risk of pay complexity or repricing .
- Conflict screening: Related Party Transaction Policy requires Audit Committee or disinterested Board approval for transactions >$120,000 involving directors; co-investments with DBRG funds are carved out but monitored. Offer-of‑resignation policy applies if a director becomes competitive with DBRG or violates governance codes. No Schapiro‑specific related‑party transactions disclosed .
- Signals: 2024 Say‑on‑Pay support was >81%, suggesting investors were comfortable with pay philosophy and governance practices (contextual, though focused on executive pay) .
RED FLAGS and considerations:
- External role overlap: As Senior Advisor to Oaktree, whose strategies include infrastructure investing, there is potential for industry overlap; DBRG’s policies (Related Party Transactions; independence assessments; offer‑of‑resignation on competitive conflicts) partially mitigate this risk. Ongoing monitoring for co‑investment or transaction exposure is warranted .
- Pledging/Hedging: Prohibited—reduces alignment risks; no pledging by Schapiro disclosed .
- Attendance: Proxy only certifies ≥75% threshold; higher granularity is not disclosed. Continued tracking of meeting attendance and annual meeting participation is advisable (Board met 28 times; Audit 5; Compensation 6; Nominating 8 in 2024) .
Overall, Schapiro brings seasoned energy/infrastructure investment and financial governance expertise to DBRG, with committee roles that directly influence audit quality and pay oversight. Equity-based, time‑vested director compensation and ownership guidelines support alignment, while conflict policies address potential overlap with external roles at Oaktree .