James Keith Brown
About James Keith Brown
Independent director of DigitalBridge Group, Inc. since 2023; age 62, serving on the Audit Committee and the Human Capital and Compensation Committee. Brown brings 25+ years in investment management and global capital formation from senior roles at Coatue, Sculptor (formerly Och-Ziff), Goldman Sachs, and Bankers Trust, and holds a BA with Honors from the University of North Carolina . He is affirmatively determined independent under NYSE standards .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Coatue Management Company | Senior Managing Director | 2018–2023 | Chair of Operating Committee at Coatue (prior role noted), capital raising leadership |
| Sculptor Capital (Och-Ziff) (NYSE: SCU) | Senior Managing Director & Head, Global Investor Relations | 2003–2017 | Partner Management Committee; Business Risk Committee; ran Best Practice Committee |
| Goldman, Sachs & Co. | Managing Director & Head, U.S. Institutional Sales & Relationship Management | 1999–2003 | Institutional client leadership |
| Bankers Trust Company | Managing Director (Global Asset & Investment Mgmt; Consulting and Endowments & Foundations); VP (Global Asset Mgmt, Endowments & Foundations) | 1992–1999 | Institutional asset management leadership |
| Dartmouth College | Regional Director, Foundation & Corporate Relations | 1991–1992 | Foundation relations |
| J.P. Morgan & Co. | Various roles | 1985–1990 | Early career in finance |
External Roles
| Organization | Role | Nature | Committees/Impact |
|---|---|---|---|
| Thrive Capital | Senior Advisor | Investment firm | Senior advisor since April 2024 |
| Aperture Investors, LLC | Board Member | Asset manager (private) | Board oversight |
| UNC Investment Fund | Board Member; Co-investment Committee Member | Endowment investment fund | Investment oversight (2018–present) |
| Robert Rauschenberg Foundation | Board Member; Head of Investment Committee | Non-profit foundation | Investment committee leadership |
| TerraCotta Capital | Senior Advisor | Investment advisor | Senior advisor |
| Lincoln Center | Chair, Executive Committee (past) | Non-profit | 10 years as Chair of Executive Committee |
| New Museum | President of the Board (past) | Non-profit | 10 years as President; served on investment, finance, audit committees; 24 years on board |
| Andy Warhol Foundation | Board Member (past) | Non-profit | Chair of Finance; Investment and Audit Committees |
Board Governance
- Independence: Board determined Brown independent (one of eight independent nominees) .
- Committee assignments: Audit Committee member; Human Capital and Compensation Committee member (signatory to Compensation Committee Report) .
- Attendance: The Board met 28 times in 2024; each director attended at least 75% of Board and committee meetings during service .
- Committee activity levels (2024): Audit (5 meetings), Compensation (6), Nominating & Corporate Governance (8) .
- Audit Committee financial expert: Board-designated experts are Reiss, Schapiro, and Tolley (Brown is not designated a financial expert) .
- Executive sessions: Independent director executive sessions occur per guidelines; independent chair presides .
- Anti-hedging/pledging: Policy prohibits hedging, short sales, margin, and pledging without Board approval, applicable to directors .
- Compensation Committee interlocks: None .
Fixed Compensation
| Year | Cash Fees ($) | Equity ($) | Structure / Notes |
|---|---|---|---|
| 2024 | 145,000 | 175,000 | Non-employee director program: $100,000 cash retainer; committee chair/member retainers (Audit chair $25k; Audit member $15k; Comp chair $20k; Comp member $10k; N&CG chair $20k; member $10k); additional meeting fees after 8 meetings (Board $2,500; committee $1,500); annual stock award $175,000 in restricted shares/DSUs vesting in one year; DSU deferral election available . |
Performance Compensation
- Non-employee director pay has no performance-based metrics; no options awarded in 2024 .
- Directors may elect to receive retainers as deferred stock units; these vest per policy and settle upon/after board departure .
| Performance Metric | Weighting | 2024 Director Program |
|---|---|---|
| N/A (no performance metrics for director compensation) | — | Not applicable |
Other Directorships & Interlocks
| Company | Public/Private | Role | Interlocks/Conflicts Disclosed |
|---|---|---|---|
| Aperture Investors, LLC | Private | Director | None disclosed in DBRG filings |
| UNC Investment Fund | Private | Board Member; Co-investment Committee | None disclosed in DBRG filings |
| Non-profit boards (Rauschenberg Foundation; New Museum; Lincoln Center; Andy Warhol Foundation) | Non-profit | Board/Committee roles | None disclosed in DBRG filings |
No current public company directorships for Brown were disclosed; the proxy reports no Compensation Committee interlocks .
Expertise & Qualifications
- Capital markets and investment/portfolio management expertise; risk management; corporate governance; human capital .
- Deep experience in global capital raising and product design for alternative asset managers .
- Education: BA with Honors, University of North Carolina .
Equity Ownership
| Item | Amount | Detail |
|---|---|---|
| Beneficial ownership (Common Share Equivalents) | 26,361 shares/units; <1% | Entirely deferred stock units (“DSUs”); footnote lists DSUs by director . |
| Unvested DSUs at 12/31/2024 | 10,283 units | Unvested director awards; vesting one year from grant . |
| Director stock ownership guideline | 4x annual cash retainer | Directors must reach within five years; all in compliance or within transition window . |
| Hedging/pledging | Prohibited (with limited Board-approved exceptions) | Applies to directors . |
Governance Assessment
-
Strengths
- Independent status; sits on Audit and Compensation committees providing oversight of financial reporting and pay practices .
- Engagement: Board met 28 times in 2024 with ≥75% attendance by all directors; committees active; Brown signed the Compensation Committee Report, evidencing active participation .
- Alignment: Director compensation balanced between cash and equity; annual $175k equity grant vests over one year; ownership guideline of 4x cash retainer; Brown holds DSUs and unvested DSUs .
- Risk controls: Robust anti-hedging/pledging policy; no Compensation Committee interlocks; related-party transaction policy with Audit Committee oversight .
-
Watch items
- External affiliations (e.g., Thrive Capital senior advisor; Aperture Investors board; UNC Investment Fund) create potential information-flow considerations typical for alternative asset management networks, though no DBRG related-party transactions involving Brown are disclosed. DBRG’s policy requires Audit Committee/Board review of any >$120k related-party transaction and notes co-investments by DBRG vehicles are not treated as related-party transactions under the policy .
- Not designated as an “audit committee financial expert”; however, DBRG’s Audit Committee has three other members so designated (Reiss, Schapiro, Tolley) .
-
Broader governance context
- Majority-independent Board with independent Chair; executive sessions of independent directors; 2024 say-on-pay approval >81% suggests generally supportive shareholder stance on pay .