Liam Stewart
About Liam Stewart
Liam Stewart is Chief Operating Officer of DigitalBridge, a role he has held since March 2022 after joining in September 2020 as COO of the Digital Investment Management segment; he previously served as CFO of Macquarie Infrastructure Corporation (2015–2020), and held senior roles at Global Tower Partners and Macquarie Group. He holds an MBA from Northwestern’s Kellogg School of Management, a BA and LLB from the University of New South Wales, and is admitted to practice as a solicitor in New South Wales . For 2024, all annual cash bonus metrics paid out at 0% due to underperformance versus thresholds (including FRE and DE shortfalls and fee-rate shortfall on $9.0B raised), reflecting a strict pay-for-performance design .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Macquarie Infrastructure Corporation | Chief Financial Officer | 2015–2020 | Led finance for infrastructure portfolio; public-company CFO experience |
| Global Tower Partners (GTP) | SVP & Management Partner | 2009–2014 | Led capital markets; >12 domestic/international financings; treasury, planning, IR oversight |
| Macquarie Group | Investment professional | Pre-2009 | Managed North American media/telecom investments for listed affiliate |
Fixed Compensation
| Metric | 2023 | 2024 |
|---|---|---|
| Base Salary ($) | $600,000 | $600,000 |
| Annual Cash Bonus ($) | $1,019,037 | $0 |
| 2024 Total Recurring Direct Compensation ($) |
|---|
| $2,248,947 (Salary $600,000; Long-term Incentive Equity Awards $1,648,947; Bonus $0) |
Performance Compensation
Annual Incentive Plan (2024 outcomes)
| Performance Goal | Minimum ($mm) | Target ($mm) | Maximum ($mm) | Actual ($mm) | Weight | Payout % of Target |
|---|---|---|---|---|---|---|
| FEEUM Capital Raise | 7,000.0 | 7,500.0 | 8,300.0 | 8,978.0 (avg fee rate <0.84% threshold → no payout) | 33.3% | 0% |
| Run-rate FRE post Corp G&A | 148.0 | 164.4 | 180.9 | 134.0 | 33.3% | 0% |
| Run-rate Distributable Earnings | 89.3 | 99.2 | 109.2 | 78.1 | 33.3% | 0% |
| Aggregate Payout | — | — | — | — | 100.0% | 0% |
| 2024 Annual Bonus Target ($) | 2024 Annual Bonus Maximum ($) |
|---|---|
| $765,000 (approved Mar 7, 2024) | $1,530,000 |
Long-Term Incentive Awards (granted for 2024 performance, approved in 2025)
| Award Type | Approval Date | Grant Date | Shares/Units | Grant-Date Fair Value ($) | Vesting |
|---|---|---|---|---|---|
| Time-based Restricted Stock | Feb 15, 2024 | Mar 15, 2024 | 45,120 | 833,818 | 3 equal annual installments starting first anniversary; dividends paid currently |
| Performance RSUs (target) | Feb 15, 2024 | Mar 15, 2024 | 45,120 target; 22,560 threshold; 90,240 max | 872,170 | 3-year performance; dividends accrue and pay only if earned |
| 2024 Performance RSU Metrics | Threshold | Target | Maximum | Modifier |
|---|---|---|---|---|
| Cumulative Distributable Earnings per Share (Jan 1, 2024–Dec 31, 2026) | $2.14 (50%) | $2.85 (100%) | ≥$3.56 (200%) | Relative TSR; capped at 1.0x if absolute TSR negative; overall cap 200% |
Stock Vesting in 2024
| Award Type | Shares Acquired on Vesting (#) | Value Realized on Vesting ($) |
|---|---|---|
| Restricted Stock | 37,177 | 688,890 |
| Performance-Based Equity | — | — |
Equity Ownership & Alignment
| Beneficial Ownership (as of Apr 8, 2025) | Percent of Class A |
|---|---|
| 234,670 shares | <1% |
| Unvested Equity (Dec 31, 2024) | Shares/Units (#) | Market/Payout Value ($) |
|---|---|---|
| Time-based Restricted Stock | 102,380 | 1,154,846 (at $11.28/share) |
| Performance RSUs (target unearned) | 55,160 | 622,205 (at $11.28/unit) |
| Upcoming Time-based Vesting Schedule | Shares (#) |
|---|---|
| March 15, 2025 | 50,566 |
| March 15, 2026 | 36,774 |
| March 15, 2027 | 15,040 |
| Performance RSU Cycles (Outstanding) | Target Units (#) |
|---|---|
| Performance End Date: Dec 31, 2026 | 22,560 |
| Performance End Date: Mar 14, 2026 | 32,600 |
| Total | 55,160 |
- Stock ownership guidelines: Other executive officers must hold equity equal to 3x base salary; performance-vested awards do not count; compliance measured annually; all NEOs were compliant or on track as of Dec 31, 2024 .
- Anti-hedging/pledging policy: Prohibits options/derivatives, short sales, margin accounts, and pledging except with Board approval . No pledging by Stewart is disclosed in the proxy .
- Clawback: SEC/NYSE-compliant clawback covers incentive pay for 3 years preceding any required restatement .
Employment Terms
| Term/Provision | Detail |
|---|---|
| Role and appointment | COO since March 2022; joined DBRG September 2020 |
| Employment agreement term | Initial 2-year term beginning March 28, 2022; auto-renews for successive 1-year periods unless 180-day notice of non-renewal |
| Base salary floor | ≥$600,000 |
| Target annual cash bonus | $765,000 |
| Target annual equity grant | $1,600,000 |
| Severance (termination without cause/for good reason) | Lump sum equal to 2x sum of base salary and average annual bonus/target; plus unpaid prior-year bonus if any and pro-rated target bonus for year of termination; equity awards and carried interests fully vest; benefits as per agreement |
| Estimated severance cash (illustrative at 12/31/2024) | $3,106,645 |
| Equity acceleration (illustrative at 12/31/2024) | $1,154,846 under termination; same amount under change-of-control with or without termination |
| Death/Disability cash payout | $765,000 plus vesting per agreement |
| Change-of-control treatment | Equity acceleration values shown above; agreements specify vesting mechanics; special CoC vesting noted for certain NEOs |
| 280G/4999 excise tax | Cutback to avoid excise tax if it results in greater net after-tax benefit; no gross-up |
Compensation Structure Analysis
- 2024 annual cash bonus paid 0% due to misses on FRE and DE metrics and fee-rate threshold, highlighting pay-for-performance rigor and contributing to a 32.2% YoY decline in Stewart’s total recurring direct compensation to $2.25M .
- LTI mix uses 50% time-based restricted stock and 50% performance RSUs for Stewart, with a three-year CDE/share metric and a relative TSR modifier; the company does not use options in its program, reducing option-related risk and implying a stronger focus on RSUs/PSUs .
Investment Implications
- Near-term vesting events: 50,566 shares vest on Mar 15, 2025, then 36,774 on Mar 15, 2026, and 15,040 on Mar 15, 2027, which can create mechanical sell pressure for tax withholding around these dates; monitor for Form 4 filings around vesting windows .
- Performance alignment: 2024 bonus at 0% reflects tight linkage to FRE/DE/fee-rate outcomes; performance RSUs depend on three-year CDE/share with a TSR modifier, capping upside when absolute TSR is negative, which tempers asymmetric payouts in down markets .
- Retention economics: Severance at 2x salary+bonus and full equity vesting on qualifying termination provides meaningful retention but also limits sudden departure risk; CoC equity acceleration is pre-defined, and 280G cutback avoids shareholder-unfriendly gross-ups .
- Ownership and pledging: Stewart’s beneficial ownership of 234,670 shares (<1%) plus unvested awards supports alignment; strict anti-hedging/pledging policies reduce misalignment risk; all NEOs comply or are on track with 3x salary ownership guidelines .