Colony Capital Announces Series of Corporate Governance Changes

Rhea-AI Summary

Colony Capital (NYSE: CLNY) announced corporate governance changes to enhance its digital transformation. Nancy Curtin will become Chairperson of the Board on April 1, 2021, while Thomas Barrack transitions to a Non-Executive member. Sháka Rasheed has been nominated for Board election, contributing extensive fintech and capital markets experience. The Board plans to reduce its size from 12 to 10 directors by the 2021 Annual Meeting, focusing on diversity with strong digital infrastructure expertise. The changes aim to improve governance and drive value for shareholders amid evolving market conditions.

Positive

• Nancy Curtin appointed as Chairperson to enhance leadership.
• Sháka Rasheed nominated to the Board, bringing fintech and capital markets expertise.
• Board size reduction from 12 to 10 directors promotes efficiency.
• Diverse Board nominations, including three females and two African American males, reflect commitment to inclusivity.
• All new independent directors possess digital infrastructure experience to support transformation.

Negative

• None.

Colony Capital, Inc. (NYSE: CLNY) (“Colony Capital” or the “Company”) today announced a series of upcoming and proposed corporate governance changes designed to advance the Company’s digital transformation and continue to enhance the mix of skills, expertise, and experience at the Board of Directors (the “Board”) level. In connection with these changes:

• Nancy Curtin, currently the Company’s Lead Independent Director, will be appointed to the position of Chairperson of the Board, effective April 1, 2021. As a global head of a range of investment businesses for over 25 years, across both traditional and private market asset classes, Nancy brings years of investment and leadership experience, and a global perspective to the role, as well as a deep knowledge of the Colony business.
• Thomas J. Barrack Jr., currently the Company’s Executive Chairman, having completed the transformational plan for the Company set in motion two years ago has determined to transition to a Non-Executive member of the Board, effective April 1, 2021, and the position of Executive Chairman will be retired.
• Sháka Rasheed has been nominated for election to the Board at the Company’s upcoming 2021 Annual Meeting of Stockholders (“2021 Annual Meeting”). Mr. Rasheed currently serves as Managing Director, General Manager of Capital Markets for Microsoft Corporation. As an accomplished leader and advisor currently at the intersection of financial services and technology, Mr. Rasheed brings over 25 years of business development, sales, strategy, and leadership experience to the Board. Mr. Rasheed’s fintech acumen and deep financial services industry expertise across capital markets, including traditional and alternative asset management, will inform both our core business and how we intend to continue its rapid growth.

Additionally, consistent with its commitment to reduce the Board size from 12 to 10 directors by the 2021 Annual Meeting, the Board of Directors has nominated 10 highly qualified and diverse directors (with eight of such director nominees being independent), including three females and two African American males. Furthermore, five of such director nominees have digital infrastructure and communications experience. The Board believes that having a diverse mix of directors with complementary qualifications, expertise and attributes enhances the quality of its decisions, improves outcomes for our investors and shareholders, and is essential to meet its oversight responsibility.

Further, the Board embraces the importance of refreshment and regularly evaluates its composition to ensure it reflects the appropriate qualifications and expertise to drive value for Colony Capital shareholders, particularly in light of the digital transformation. Notably, all four of the new independent directors elected or proposed in the past year have digital infrastructure and communications experience and three of those directors increase the diversity of the Board. Additional details about the Board’s composition and refreshment, as well as the Company’s shareholder engagement activities and the Company’s commitment to ESG initiatives, including its most recent commitment to become Net Zero by 2030, is detailed in its 2021 Proxy Statement.

“The new year continues to bring significant change to Colony Capital and these corporate governance moves reflect both the execution of our digital transformation and an awareness of our social impact and role on a global basis,” said Marc Ganzi, President and CEO of Colony Capital. “I want to thank Sháka Rasheed for agreeing to stand for nomination to our Board of Directors. I know his deep experience at the intersection of finance, governance, and technology will enhance the Board’s decision making at this important inflection point in the Company’s history.”

“We are truly honored to have Nancy step into the role of Chairperson,” said Tom Barrack, Executive Chairman of Colony Capital. “Her expertise, experience, and thoughtful leadership as our Lead Independent Director positions her perfectly to lead the Company’s Board well into the future and guide Colony Capital as it executes its ongoing digital transformation. With a clear path to completing the digital pivot, I look forward to contributing as a Non-Executive board member and concentrating on my non-digital infrastructure business interests and opportunities.” Mr. Barrack added, “I would also like to personally thank Craig Hatkoff, Ray Mikulich and George Parker for their hard and extremely valuable work during their time as Directors. They will continue to be friends and valued advisors.”

About Colony Capital

Colony Capital, Inc. (NYSE: CLNY) is a leading global investment firm with a heritage of identifying and capitalizing on key secular trends in real estate. The Company manages a $52 billion portfolio of real assets on behalf of its shareholders and limited partners, including $30 billion in digital real estate investments through Digital Colony, its digital infrastructure platform. Colony Capital, structured as a REIT, is headquartered in Boca Raton with key offices in Los Angeles, New York, and London, and has over 350 employees across 18 locations in 12 countries. For more information on Colony Capital, visit www.clny.com.

Cautionary Statement regarding Forward-Looking Statements

This press 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, the Company’s ability to continue to execute its digital transformation and other risks and uncertainties, including those detailed in Colony Capital's Annual Report on Form 10-K for the year ended December 31, 2020, 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. Colony Capital cautions investors not to unduly rely on any forward-looking statements.

The forward-looking statements speak only as of the date of this press release. Colony Capital is under no duty to update any of these forward-looking statements after the date of this press release, nor to conform prior statements to actual results or revised expectations, and Colony Capital does not intend to do so.

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FAQ

What corporate governance changes has Colony Capital announced for 2021?

Colony Capital announced the appointment of Nancy Curtin as Chairperson, Thomas Barrack transitioning to a Non-Executive member, and the nomination of Sháka Rasheed to the Board.

When will the changes in leadership positions take effect at Colony Capital?

The changes will take effect on April 1, 2021.

What is the significance of reducing the Board size at Colony Capital?

Reducing the Board from 12 to 10 directors aims to improve governance quality and enhance decision-making efficiency.

How is Colony Capital addressing diversity within its Board of Directors?

Colony Capital has nominated a diverse slate of 10 directors, including three females and two African American males.

What expertise do the new directors bring to Colony Capital?

The new directors bring valuable experience in digital infrastructure and capital markets, supporting the company's digital transformation efforts.