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 December 9, 2022, DigitalBridge Group, Inc. (the "Company") and Ronald M.
Sanders, Executive Vice President, Chief Legal Officer and Secretary of the
Company, entered into an Amended and Restated Employment Agreement (the
"Agreement"). The Agreement provides for Mr. Sanders' term of employment to
conclude on April 27, 2023. The Agreement provides that if a successor chief
legal officer of the Company is not satisfactorily established by April 27,
2023, the board of directors of the Company (the "Board") may request that Mr.
Sanders' last day of employment be extended, with any such extension being
subject to the consent of Mr. Sanders (such end date, as may be extended as
described above, or accelerated by the Board, as described below, the
"Expiration Date").
The Agreement provides that if Mr. Sanders' employment is terminated by reason
of expiration of the employment term on the Expiration Date and Mr. Sanders
executes a release of claims, he will be eligible to receive: (i) a cash payment
equal to the product of (A) two and (B) the sum of (1) Mr. Sanders' base salary
in effect immediately prior to the Expiration Date and (2) the average annual
bonus paid in respect of each of the three calendar years prior to the
Expiration Date, (ii) to the extent unpaid, the annual bonus in respect of the
2022 calendar year, (iii) to the extent not issued, the issuance of the target
value of annual equity-based awards (the "Target LTIP Award") in respect of the
2022 calendar year (the "2022 LTIP Award"), (iv) a cash payment equal to the
product of (A) the target bonus in effect for the 2023 calendar year, and (B)
32% (the "Pro-Rated Percentage"), unless the Expiration Date is extended past
April 27, 2023, in which case the payment will be pro-rated based on the period
of service in 2023, (v) issuance of LTIP Awards, subject to time-based vesting,
equal to the product of (A) the Target LTIP Award in effect for the 2023 and (B)
the Pro-Rated Percentage, unless the Expiration Date is extended past April 27,
2023, in which case the payment will be pro-rated based on the period of service
in 2023, (vi) full vesting of all fund incentives that are outstanding and
unvested, (vii) full vesting of all equity or equity-based awards relating to
the securities of the Company issued to Mr. Sanders that are outstanding and
unvested, provided that any equity awards subject to performance-based vesting,
will remain outstanding and, notwithstanding the expiration of the employment
term, will continue to vest based on the level of actual achievement of such
performance goals or metrics and (viii) continuation of the Company's
contributions necessary to maintain medical, dental and vision benefits under
the programs in which Mr. Sanders participated immediately prior to his
termination of employment (collectively, the "Expiration Date Items"). The
Agreement provides for a specified base salary of $475,000, an annual cash bonus
target of $1,425,000 and a Target LTIP Award of $1,688,000, consistent with
terms previously approved by the Compensation Committee. If Mr. Sanders departs
prior to the Expiration Date or is terminated for Cause (as defined in the
Agreement), Mr. Sanders will not receive the Expiration Date Items.
In the event of termination due to death or disability prior to the Expiration
Date, Mr. Sanders will receive (i) a cash payment equal to the payment described
in clause (i) of the preceding paragraph, adjusted pro rata for the period
served from December 9, 2022 through the Expiration Date, (ii) the 2022 annual
bonus (or target annual bonus for 2022 if the 2022 annual bonus has not been
established) if such termination occurs on or after January 1, 2023 and prior to
the payment of the annual bonus for 2022, (iii) a cash payment equal to the
target bonus amount in effect for the calendar year in which the termination
occurs, pro-rated for the period of service in such year, (iv) the 2022 LTIP
Award if such termination occurs on or after January 1, 2023 and prior to
issuance of the LTIP Award for 2022, (v) an LTIP Award equal to the Target LTIP
Award in effect for the calendar year in which the termination occurs, pro-rated
for the period of service in such year, 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.
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The Agreement also provides that the Board may change the Expiration Date to a
date that is earlier than April 27, 2023. At such time, the employment term will
end, and after Mr. Sanders executes a release of claims, he will be eligible to
receive the Expiration Date Items with certain modifications.
Except as described above, the material terms of Mr. Sanders' prior employment
agreement remain unchanged. The description of Mr. Sanders' 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.
Item 9.01. Financial Statements and Exhibits.
Exhibit No. Description
10.1 Amended and Restated Employment Agreement, dated as of
December 9, 2022
104 Cover Page Interactive Data File (embedded within the
Inline XBRL document)
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