Thomas Mayrhofer
About Thomas Mayrhofer
Thomas Mayrhofer is Chief Financial Officer and Treasurer of DigitalBridge, joining in January 2024 and appointed CFO on March 18, 2024; he is 52 and holds a BBA in Accounting from William & Mary . He previously served as CFO (2018–2021) and COO (2019–2022) of EJF Capital, and spent nearly 18 years at The Carlyle Group, concluding as Partner and CFO of the Private Equity business . During his tenure at DBRG in 2024, the company reported record $9B of capital raised, FEEUM of ~$36B (+$3B net), fee revenue growth >20%, FRE growth >30% with FRE margin 32%, and reduced corporate debt to $300M; DBRG’s FY2024 TSR was approximately +62.6% based on the company’s pay-versus-performance disclosure .
Past Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| EJF Capital, LLC | Chief Financial Officer | 2018–2021 | Built finance function for an alternatives platform; oversight of firm-level finance |
| EJF Capital, LLC | Chief Operating Officer | 2019–2022 | Led operations during growth phase; broadened firm infrastructure |
| The Carlyle Group | Partner; CFO, Private Equity business | ~2000–2018 (nearly 18 years; ended prior to EJF in 2018) | Led finance for ~$100B PE AUM, overseeing >90 finance professionals |
| Arthur Andersen LLP | Audit/Accounting roles | Prior to Carlyle | Early career training in accounting and controls |
External Roles
No external public company directorships or committee roles were disclosed in the proxy biography for Mayrhofer .
Fixed Compensation
| Component | 2024 Amount | Notes |
|---|---|---|
| Base salary | $700,000 | Set by employment agreement (CFO target base ≥$700k) |
| Annual cash bonus | $1,100,000 | Paid at target per employment agreement for first year (AIP formula paid 0% for others) |
| One-time sign-on cash bonus | $300,000 | Paid in 2024 per employment agreement |
Performance Compensation
| Incentive type | Grant date / Performance cycle | Target / Grant value | Metric design | Vesting / Payout |
|---|---|---|---|---|
| 2024 Annual Incentive Plan (AIP) | FY2024 | Companywide payout 0% for NEOs | 33% FEEUM capital raise (fee-rate floor 0.84%), 33% run-rate FRE post Corp G&A, 33% run-rate DE; actuals missed thresholds (fee rate shortfall; FRE and DE below minimum) | For Mayrhofer’s first year, paid at target per agreement despite AIP 0% outcome |
| 2024 LTI – Time-based RS (sign-on) | Jan 8, 2024 | $1,700,000 (95,079 shares) | Time-based only | Vests in 3 equal annual installments on 1/8/2025, 1/8/2026, 1/8/2027, subject to service |
| 2024 LTI – Company program design (PSUs) | 1/1/2024–12/31/2026 | Company program: 50% PSUs for most NEOs | 3-year Cumulative DE/share scale (0% < $2.14; 100% at $2.85; 200% ≥ $3.56) with relative TSR modifier (0.8x at ≤30th pct; 1.0x at 55th; 1.2x at ≥80th; capped at 1.0x if absolute TSR negative) | PSUs cliff-vest post performance period; dividends accrue and pay only if earned |
| 2024 Total Recurring Direct Compensation view | — | $2,000,000 LTI target for 2024 performance (approved in 2025) | CFO target equity per agreement $2.0M; company reports 2024 LTI value in “total recurring direct compensation” table | Granted in 2025; structure consistent with time/PSU mix policy |
Performance fee allocations: Executives may receive carried interest allocations in DBRG funds; CFO is entitled to an initial allocation per agreement (payments are investor-funded, subject to hurdles and clawbacks); no specific 2024 payment to CFO is disclosed in footnotes (others are listed) .
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Beneficial ownership | 181,145 common share equivalents; less than 1% of shares outstanding |
| Unvested equity at 12/31/2024 | 95,079 time-based restricted shares (from 1/8/2024 grant) |
| Scheduled vesting (potential selling pressure windows) | 31,693 shares on 1/8/2025; 31,693 on 1/8/2026; 31,693 on 1/8/2027 (subject to service) |
| Options | None outstanding; no options granted in 2024 |
| Ownership guidelines | CFO required to hold equity ≥4x base salary; performance-vested equity not counted until earned; compliance measured by end of 5th full fiscal year after appointment (i.e., by FY2029 for CFO); all NEOs in compliance or on track |
| Hedging/pledging | Company policy prohibits hedging, short sales, margin, and pledging (unless Board-approved) |
Employment Terms
| Term | CFO Agreement Detail |
|---|---|
| Effective date / term | Initial 3-year term beginning Jan 8, 2024; auto-renews for successive 1-year periods unless 180 days’ notice |
| Target pay opportunity | Base ≥$700k; target bonus $1.1M; target equity $2.0M; one-time sign-on RS grant $1.7M; sign-on cash $300k |
| Carried interest eligibility | Entitled to initial allocation of carry in specified fund/vehicles; executives generally must co-invest; carry subject to hurdles and clawbacks |
| Severance (no cause / good reason) | Lump sum equal to 1x (base + average/target bonus), unpaid prior-year bonus if any, pro‑rated target bonus for year of termination; full vesting of equity awards; certain benefits continuation (see table) |
| Change of control (CoC) | Equity acceleration for CFO is generally double-trigger (requires qualifying termination in connection with CoC per payout table); equity value modeling at 12/31/2024 shows $1,072,491 acceleration amount with termination; no acceleration shown for CoC without termination |
| Death/disability | Pro‑rated target bonus; full vesting of equity awards |
| Restrictive covenants | Non-compete and non-solicit during employment and for 1 year post-termination (except if terminated without cause or for good reason); confidentiality and non-disparagement provisions |
| Clawback | Company clawback policy compliant with SEC/NYSE; 3-year lookback for erroneously awarded incentive comp |
| 280G | No tax gross-ups; pay cutback to avoid excise tax if net-after-tax is higher |
| Travel/housing | Reimbursement up to $40,000 per year for first two years related to commute/housing near HQ |
Investment Implications
- Pay-for-performance alignment and structure: For 2024, company AIP paid 0% to NEOs given fee-rate and FRE/DE shortfalls, signaling real downside to cash incentives; CFO received a target-year onboarding bonus per contract. Future PSU design ties LTI to 3-year DE/share with a relative TSR modifier (capped when absolute TSR is negative), which is a reasonably shareholder-aligned framework .
- Retention risk and selling pressure: The CFO has 95,079 unvested RS vesting in three equal tranches on 1/8/2025, 1/8/2026, 1/8/2027, which supports near-term retention but may create periodic selling/tax-withholding pressure around those dates; he has no options outstanding .
- Alignment and governance safeguards: Ownership guideline of 4x salary (compliance timeline through FY2029), strict anti-hedging/pledging policy, and a robust clawback reduce agency risk; severance is moderate at 1x base+bonus for CFO, and equity acceleration appears double-trigger in CoC, limiting windfalls .
- Execution and track record context: Under 2024 leadership, DBRG raised $9B, expanded FEEUM to ~$36B, improved FRE and margin, and reduced corporate debt to $300M; FY2024 TSR was ~+62.6%. However, 2021–2022 PSU cycles paid 0% on relative TSR, evidencing past volatility and reinforcing the importance of sustained multi-year performance to realize equity value .
- Shareholder sentiment and benchmarking: Say‑on‑pay earned >81% support in 2024 after engagement; compensation is benchmarked to a relevant alt‑manager peer set (Ares, Blue Owl, Carlyle, Cohen & Steers, Hamilton Lane, StepStone, TPG), which helps calibrate pay levels versus talent market dynamics .