Marc Ganzi
About Marc Ganzi
Marc C. Ganzi, age 53, is Chief Executive Officer of DigitalBridge (DBRG) and a director since 2020, with a background as founder/operator across digital infrastructure (Global Tower Partners, Digital Bridge Holdings) and investment management; education: Bachelor of Science, Wharton School of Business . Board independence: not independent (CEO), with an independent, non-executive Chair in place to mitigate dual-role concerns . Pay-for-performance disclosures link CEO compensation to firm outcomes; 2024 compensation actually paid to the PEO was $0.63M versus $6.04M reported, alongside $147M net income, $8.98B FEEUM capital raised, and shareholder return value of $62.57 on $100 invested . Annual bonus metrics in 2024 were 100% weighted to FEEUM Capital Raise, Run-rate FRE post Corporate G&A, and Run-rate DE (33% each), with guardrails on average fee rate for FEEUM; Marc’s 2024 annual cash bonus was $0 vs $1.92M in 2023, signaling outcome sensitivity .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Digital Bridge Holdings (DBH) | Founder & CEO | 2013–2019 | Built digital infrastructure platform; acquired by DigitalBridge in 2019 . |
| Global Tower Partners (GTP) | Founder & CEO | Pre-2013 to 2013 | Grew into one of largest privately-owned U.S. tower companies; sold to American Tower in 2013 . |
| DB Capital Partners | Consulting Partner | 2000–2002 | Oversaw Latin American tower investments . |
| Apex Site Management | Co-founder & President | 1990s–2000 | Merged with SpectraSite in 2000 to create major U.S. telecom site portfolio . |
External Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| Andean Telecom Partners | Board member | Current | Digital infrastructure governance role . |
| ExteNet Systems | Board member | Current | Distributed networks oversight . |
| Vantage Data Centers (North America) | Board member | Current | Hyperscale data centers . |
| Vertical Bridge | Board member | Current | U.S. towers . |
| GD Towers | Board member | Current | European towers . |
| Zayo Group | Board member | Current | Fiber networks . |
Fixed Compensation
| Metric | 2022 | 2023 | 2024 |
|---|---|---|---|
| Base Salary ($) | 1,200,000 | 1,200,000 | 1,200,000 |
| All Other Compensation ($) | 28,178,268 | 1,566,713 | 1,761,194 |
| Total Compensation ($) | 38,321,508 | 7,782,550 | 6,037,189 |
- 2024 All Other Compensation includes $1,603,386 private aircraft reimbursements and $97,935 performance fee allocations (plus smaller items and benefits) .
- Employment agreement minimums: base ≥$1,060,000; target annual cash bonus ≥$1,200,000; annual equity target value initially $1,800,000 .
Performance Compensation
Annual Cash Bonus (Structure and Outcomes)
| Year | Target ($) | Maximum ($) | Actual Paid ($) | Metrics, Weighting, Notes |
|---|---|---|---|---|
| 2024 | 1,440,000 | 2,880,000 | 0 | 33% FEEUM Capital Raise; 33% Run-rate FRE post Corporate G&A; 33% Run-rate DE; FEEUM guardrail average fee rate 0.84% . |
| 2023 | n/a | n/a | 1,918,188 | Annual Incentive Plan set annually by Compensation Committee . |
Long-Term Incentive Equity Awards (2024 Grants)
| Component | Grant Date | Shares/Units (#) | Fair Value ($) | Vesting | Performance Metric |
|---|---|---|---|---|---|
| Time-based Restricted Stock | 3/15/2024 | 81,354 | 1,503,422 | 3 annual installments (years 1–3) | Time-based only . |
| Performance RSUs (Target) | 3/15/2024 | 81,354 (Target) | 1,572,573 | Earned based on 3-year goals; generally requires continued employment | Cumulative DE/share, with relative TSR modifier (capped at 1.0x if absolute TSR negative; max 200%) . |
| Performance RSUs (Threshold/Max) | 3/15/2024 | 40,677 / 162,708 | n/a | Same as above | Same . |
Performance RSU payout scale (3-year cycle ending 12/31/2026): Threshold $2.14 CDE/share = 50%; Target $2.85 = 100%; Max ≥$3.56 = 200% .
Outstanding Equity (as of 12/31/2024)
| Category | Count (#) | Value ($) | Key Dates |
|---|---|---|---|
| Time-based Restricted Stock (Unvested) | 192,274 | 2,168,851 (at $11.28/share) | March 15, 2025: 103,458; March 15, 2026: 61,698; March 15, 2027: 27,118 . |
| Performance RSUs (Target, Unearned) | 155,186 | 1,750,498 (payout value) | Performance end dates: 3/14/2025, 3/14/2026, 12/31/2026 . |
Pay vs Performance (PEO)
| Metric | FY 2020 | FY 2021 | FY 2022 | FY 2023 | FY 2024 |
|---|---|---|---|---|---|
| Summary Compensation Table Total ($) | 4,815,779 | 22,459,034 | 38,321,508 | 7,782,550 | 6,037,189 |
| Compensation Actually Paid ($) | 10,390,831 | 63,324,484 | (23,388,454) | 10,591,279 | 633,166 |
| Shareholder Return ($100 Investment Value) | 106.54 | 184.51 | 60.68 | 97.29 | 62.57 |
| Peer Group Shareholder Return ($100 Investment Value) | 111.72 | 153.75 | 117.15 | 139.77 | 188.38 |
| Net Income (Loss) ($ millions) | (3,790) | (817) | (570) | 45 | 147 |
| FEEUM Capital Raise ($ millions) | 7,246 | 6,810 | 4,618 | 6,853 | 8,978 |
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Beneficial Ownership | 2,947,627 common share equivalents; 1.56% of common share equivalents; <1% of Class A shares . |
| Components | Includes restricted Class A shares (time-based) and OP/LTIP units; excludes performance RSUs until earned . |
| Ownership Guidelines | CEO guideline: 6x base salary; performance-vested equity not counted; compliance measured annually; all NEOs in compliance or on track as of 12/31/2024 . |
| Hedging/Pledging | Hedging, short sales, margin accounts, and pledging are prohibited unless otherwise approved by the Board . |
| Options | Company does not currently grant stock options as part of the program; none outstanding for NEOs . |
Employment Terms
- Agreement effective July 25, 2019; initial 5-year term; automatic 1-year renewals unless 180 days’ notice of non-renewal .
- Cash/equity minima: base ≥$1,060,000; target bonus ≥$1,200,000; annual equity target initially $1,800,000; 50% time-based vesting in ≤3 annual tranches and up to 50% performance-based vesting with up to 200% earnout .
- Severance (without cause/for good reason): lump sum 3x base salary + average annual bonus (prior 3 years); prior-year bonus if unpaid; pro-rated target bonus; 24 months benefits continuation; full vesting of equity/equity-based awards, carried interests, and like compensation; continued office and assistant for 18 months .
- Change-in-control: full vesting of equity/equity-based awards and carried interests (Sign-On Award terms excepted); cash severance is not single-trigger per policy .
- Good Reason includes diminution of duties/title (including failure to nominate/maintain Board seat after July 1, 2020), reduction to base/bonus/equity targets, 25-mile relocation of principal place of business, and material company breach .
- Non-compete/non-solicit: during employment and for two years post-termination (except if terminated without cause, for good reason, or following change of control), plus confidentiality and non-disparagement .
- Carried interest allocations: 15% for DBP successor funds/digital infrastructure funds; 10% for other Company-managed vehicles (subject to conditions); executives must invest personal capital proportionate to performance fee participation; carry allocations vest over 3–4 years .
- Sign-On Award: 2,500,000 LTIP Units vest if DBRG Class A shares close ≥$40.00 for any 90 consecutive trading days during the five-year period beginning July 25, 2019; continued employment required until condition met .
- Relocation: if relocation is required due to business travel, Company pays reasonable relocation and return expenses grossed up for taxes, subject to Board approval .
- 280G/4999 excise tax cutback applies if it provides a greater net after-tax benefit .
- Clawback: SEC/NYSE-compliant policy mandating recovery of erroneously awarded incentive compensation for the prior three years upon required restatement; filed as a 2024 10-K exhibit .
Board Governance
- Board independence: 8 of 9 director nominees independent; Marc Ganzi is not independent as CEO .
- Board leadership: independent, non-executive Chairperson (Nancy A. Curtin) with defined oversight responsibilities; CEO focuses on execution .
- Committees: Audit, Human Capital & Compensation, and Nominating & Corporate Governance; all composed exclusively of independent directors .
- Attendance: Board met 28 times in 2024; each director attended ≥75% of Board and committee meetings; all directors in April 2024 attended the 2024 Annual Meeting .
- Say-on-pay: 2024 approval >81%; ongoing investor outreach and annual say-on-pay frequency through 2029 .
Compensation Structure Analysis
- Variable-heavy pay mix with explicit multi-year performance alignment; 50% of LTI equity is performance-based with CDE/share and relative TSR modifier (capped at 1.0x when absolute TSR is negative) .
- No options; RSUs and restricted stock are primary equity; time-based RS vest over three years, aiding retention and creating scheduled supply events .
- 2024 annual cash bonus paid $0 for the CEO vs $1.92M in 2023, despite set targets, highlighting rigorous hurdles and/or outcomes vs targets .
- Policy safeguards include clawback, ownership guidelines, and anti-hedging/pledging restrictions .
- No tax gross-ups for change-of-control compensation and no single-trigger cash severance for CoC; equity does accelerate on CoC per agreement .
Investment Implications
- High alignment with fund performance and corporate distributable earnings: 2024 LTI performance awards hinge on 3-year cumulative DE/share with a relative TSR overlay, and bonuses are tied to FEEUM, FRE, and DE—positive for pay-for-performance investors .
- Near-term selling pressure considerations: scheduled vesting of time-based RS across 2025–2027 (103,458 shares on 3/15/2025; 61,698 on 3/15/2026; 27,118 on 3/15/2027) plus potential earnout of performance RSUs could create periodic supply; no options outstanding .
- Retention risk appears mitigated by carry allocations (with personal capital at risk), multi-year vesting, non-compete/non-solicit covenants, and substantial severance economics; equity accelerates on CoC which can alter incentives in strategic scenarios .
- Governance mitigations: independent Chair and fully independent committees help address CEO-director dual-role concerns; strong say-on-pay support (>81%) indicates shareholder acceptance of current design .