Item 1.01 Entry into a Material Definitive Agreement.
The information set forth in Item 5.02 of this Current Report on Form 8-K is
incorporated herein by reference.
Item 5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On September 27, 2022, DigitalBridge Group, Inc. (the "Company") and Jacky Wu,
Executive Vice President, Chief Financial Officer and Treasurer of the Company,
entered into an Amended and Restated Employment Agreement (the "Agreement"). The
Agreement provides for Mr. Wu's term of employment to conclude on December 31,
2023. The Agreement provides that if a successor chief financial officer of the
Company is not satisfactorily established by December 31, 2023, the board of
directors of the Company (the "Board") may request that Mr. Wu's last day of
employment be extended, with any such extension being subject to the consent of
Mr. Wu (such end date, as may be extended as described above, or accelerated by
the Board, as described below, the "Expiration Date"). Except as described
herein, the material terms of Mr. Wu's prior employment agreement, including Mr.
Wu's annual base salary, target bonus amount and target value of annual
equity-based awards (the "Target LTIP Award"), remain unchanged. The description
of Mr. Wu's prior employment agreement under the heading "Employment Agreements
with Other Named Executive Officers" in the Company's proxy statement, dated
March 30, 2022 is hereby incorporated by reference herein.
The Agreement provides that if Mr. Wu's employment is terminated by reason of
expiration of the employment term on the Expiration Date and Mr. Wu executes a
release of claims, he will be eligible to receive: (i) a lump sum cash payment
equal to $3,100,000, (ii) to the extent unpaid, the target bonus amount in
respect of the 2023 calendar year, (iii) to the extent not issued, the issuance
of the Target LTIP Award in respect of the 2023 calendar year, (iv) full vesting
of certain fund incentives that are outstanding and unvested, and (v) all equity
or equity-based awards relating to the securities of the Company issued to Mr.
Wu that are outstanding and unvested, whether subject to time-based vesting or
performance-based vesting, will remain outstanding and, notwithstanding the
expiration of the employment term, will continue to vest based on the then
existing vesting schedule (and, in the case of performance-based awards, based
on the level of actual achievement of such performance goals or metrics)
(collectively, the "Expiration Date Items"). Mr. Wu's non-compete and
non-solicitation obligations will continue for one year after the Expiration
Date. If Mr. Wu departs prior to the Expiration Date or is terminated for Cause
(as defined in the Agreement), Mr. Wu will not receive the Expiration Date
Items.
In the event of termination due to death or disability prior to the Expiration
Date, Mr. Wu will receive (i) a cash payment equal to a pro rata portion of the
$3,100,000, (ii) the target annual bonus for 2022 if such termination occurs on
or after January 1, 2023 and prior to the payment of the annual bonus for 2022,
(iii) a pro-rated target bonus for the year of termination, (iv) the Target LTIP
Award for 2022 if such termination occurs on or after January 1, 2023 and prior
to issuance of the LTIP Award for 2022, (v) a pro-rated LTIP Award for the year
of termination, and (vi) full vesting of all equity-based awards of the company,
carried interests and other like compensation that such executive holds, to the
extent unvested upon such termination.
The Agreement also provides that the Board may change the Expiration Date to a
date that is earlier than December 31, 2023. At such time, the employment term
will end, and after Mr. Wu executes a release of claims, he will be eligible to
receive the Expiration Date Items with the following modifications: (i) to the
extent unpaid, payment of the target bonus amount in respect of the 2022
calendar year, (ii) to the extent not issued, issuance of the Target LTIP Award
in respect of the 2022 calendar year, (iii) certain fund incentives will vest as
if Mr. Wu had remained employed through December 31, 2023, and (iv) Mr. Wu will
receive an amount equal to the base salary that would have been paid to
executive from the Expiration Date through December 31, 2023.
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Cautionary Statement Regarding Forward-Looking Statements
This release may contain forward-looking statements within the meaning of the
federal securities laws. Forward-looking statements relate to expectations,
beliefs, projections, future plans and strategies, anticipated events or trends
and similar expressions concerning matters that are not historical facts. In
some cases, you can identify forward-looking statements by the use of
forward-looking terminology such as "may," "will," "should," "expects,"
"intends," "plans," "anticipates," "believes," "estimates," "predicts," or
"potential" or the negative of these words and phrases or similar words or
phrases which are predictions of or indicate future events or trends and which
do not relate solely to historical matters. Forward-looking statements involve
known and unknown risks, uncertainties, assumptions and contingencies, many of
which are beyond our control, and may cause actual results to differ
significantly from those expressed in any forward-looking statement. Factors
that might cause such a difference include, without limitation, whether the
Company will find a suitable successor to serve as the Company's chief financial
officer in the anticipated timeframe, and other risks and uncertainties,
including those detailed in the Company's Annual Report on Form 10-K for the
year ended December 31, 2021, Quarterly Reports on Form 10-Q for the quarters
ended March 31, 2022 and June 30, 2022, and its other reports filed from time to
time with the U.S. Securities and Exchange Commission ("SEC"). All
forward-looking statements reflect the Company's good faith beliefs, assumptions
and expectations, but they are not guarantees of future performance. The Company
cautions investors not to unduly rely on any forward-looking statements. The
forward-looking statements speak only as of the date of this current report. The
Company is under no duty to update any of these forward-looking statements after
the date of this release, nor to conform prior statements to actual results or
revised expectations, and the Company does not intend to do so.
Item 9.01. Financial Statements and Exhibits.
Exhibit No. Description
10.1 Second Amended and Restated Employment Agreement, dated
as of September 27, 2022
104 Cover Page Interactive Data File (embedded within the
Inline XBRL document)
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