CLNS Colony Northstar, Inc. (delisted)

Elements of Colony NorthStar Executive Officer Compensation and Benefits

The Compensation Committee, chaired by John L. Steffens (previously a member of the Compensation Committee of Colony between September 2009 until the closing of the Mergers in January 2017), promptly engaged to finalize the 2017 Annual Incentive Plan, which is similar to the annual incentive plan previously employed by Colony in 2015 and 2016.

In February 2017, the Compensation Committee engaged Frederic W. Cook & Co. (“FW Cook”), a nationally recognized independent consulting firm and compensation consultant to Colony in 2015 and 2016, to undertake a review of executive compensation, as well as the compensation policy for our non-executive directors (discussed further under “Compensation of Directors” below). FW Cook met with members of the Compensation Committee and management in separate meetings and calls to establish an appropriate peer group for the Company and executive compensation plans relevant to the global real estate and investment management firm created through the Mergers.

During this evaluation period, to establish a framework for executive compensation for 2017 and beyond, the Compensation Committee and FW Cook discussed cash bonus and long-term equity incentive award plans, including carefully evaluating details of equity compensation plans within the Company’s peer group and other relevant company published survey data. With respect to long-term equity incentive award plans, the Compensation Committee determined that incorporating performance vesting would improve and further enhance the Company’s compensation plans.

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For purposes of guiding executive compensation, in March 2017, the Compensation Committee approved an 18 company peer group for benchmarking purposes. With respect to certain executive officers, the Compensation Committee determined 2017 base salaries, considered target annual cash bonuses and long-term incentive awards, and adopted a 2017 Annual Incentive Plan. For purposes of evaluating cash bonus compensation of executive officers, the 2017 Annual Incentive Plan will pair (i) a 60% weighting across two corporate financial metrics (including a company-wide measure of operating performance measuring core funds from operations and a key strategic objective evaluating new incremental capital raising), with (ii) a 40% weighting to subjective elements (based on pre-established personal performance targets applicable to the responsibilities of the relevant executive officer). For purposes of evaluating long-term incentive equity awards, subject to future considerations, the Compensation Committee believes such grants should in part vest based solely on time service-vesting terms with the remaining portion subject to a combination of time service-vesting and performance vesting (measured against the peer group approved by the Compensation Committee and based on a sliding scale of the target award).

The following is a summary of the elements of our compensation plan for fiscal year 2017 to our executive officers. In 2017, named executive officers’ total compensation will generally be comprised of the following elements designed to complement each other:

Annual Base Salary

Base salaries are designed to compensate our executive officers at a fixed level of compensation that is market competitive and commensurate with each executive’s skills, experience and contributions. In determining base salaries, our Compensation Committee considers a number of factors including each executive officer’s role and responsibilities, qualifications and experience, past performance, unique skills, future potential with our Company, compensation paid for similar positions within our peer group (including other comparable companies, as applicable) and internal pay equity.

Effective upon the closing of the Mergers, we assumed, among others, the employment agreements entered into by each of Messrs. Barrack, Saltzman, Tangen and Traenkle with Colony (as had been previously approved by independent members of the board of directors of Colony) to continue in their respective capacities on behalf of Colony NorthStar. Consistent with their annual base salaries in 2016, for 2017, the employment agreements provide that our Executive Chairman and director, Mr. Barrack, will receive an annual base salary of $1,000,000 and that our Chief Executive Officer, President and director, Mr. Saltzman, will receive an annual base salary of $800,000. In addition, the employment agreements provide for the payment of a specified base salary to certain other named executive officers, which is equal to $475,000 for Mr. Tangen (increased from $447,000, as approved by the Compensation Committee in March 2017 to align Mr. Tangen’s salary with the peer group market median) and $472,000 for Mr. Traenkle. For 2017, our Executive Vice Chairman and director, Mr. Hamamoto, will receive a nominal annual base salary equal to $1.00.

Annual Cash Bonus

The annual bonus payment is designed to incentivize our executive officers at a variable level of compensation based on performance of both our Company and such individual. The Compensation Committee takes into account corporate goals, objectives and performance in determining the annual bonus payment. In addition, in accordance with the Charter of the Compensation Committee, the Compensation Committee considers the Company’s performance and relative stockholder return, the amount of compensation payable,

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including incentive awards, to similarly-situated officers within our peer group (including other comparable companies, as applicable), any stockholder vote on compensation and any other factors the Compensation Committee deems necessary or advisable in its discretion.

Under the employment agreements assumed in connection with the Mergers (as had been previously approved by independent members of the board of directors of Colony), for 2017, each of our executive officers (other than Mr. Hamamoto) is eligible to receive a discretionary annual cash bonus. In March 2017, the Compensation Committee approved 2017 target cash bonuses in the same amount as the cash bonuses paid to such executive officers by Colony in 2016. These approved targets, taken together with objective corporate financial metrics and subjective elements relating to personal performance targets described in the 2017 Annual Incentive Plan summary above, will be relevant factors in determining the year-end cash bonus for all of our other Section 16 officers, whose compensation is subject to the approval of the Compensation Committee.

Equity Awards

In connection with the Mergers, we assumed the equity incentive plan of NSAM (“CLNS Equity Incentive Plan”), which remains in effect. The CLNS Equity Incentive Plan permits the Company to grant options to purchase shares of common stock, share awards (including restricted stock and stock units), stock appreciation rights, performance awards and annual incentive awards, dividend equivalent rights, long-term incentive units, cash and other equity-based awards. Certain named executive officers of the Company, along with other eligible employees, directors and service providers are eligible to receive awards under the CLNS Equity Incentive Plan. Our Compensation Committee may, from time to time, grant equity-based awards designed to align the interests of our personnel with those of our stockholders, by allowing such personnel to share in the creation of value for our stockholders through stock appreciation and dividends. These equity-based awards will in part vest based solely on time service-vesting terms with the remaining portion subject to a combination of time service-vesting and performance vesting (measured against the peer group approved by the Compensation Committee and based on a sliding scale of the target award), each of which are designed to promote retention and to achieve strong performance for our Company. These awards further provide flexibility to us in our ability to enable us to attract, motivate and retain talented individuals providing services for the benefit of the Company.

Other Benefits

In addition to base salary and bonus potential, the Company may provide our Section 16 officers with certain benefits and certain perquisites under our benefits plans, including, as applicable and not limited to, matching contributions to their 401(k) plans and standard employee health benefits.

Colony NorthStar Clawback Policy

With respect to 2017 compensation for our Section 16 executive officers, the Compensation Committee adopted a clawback policy which may require the repayment or forfeiture of incentive payments to be paid to an executive officer on the basis of our performance in the event that (i) there may be a restatement of our financial statements filed with the SEC and a lower payment would have been made to the executive officer based upon the restated financial results, or (ii) it may be subsequently determined that the achievement of a performance goal (other than financial results covered in (i)) was not met or was only met at a level that would have resulted in a lower payment to the executive officer and such executive officer knowingly provided inaccurate information that caused the incorrect determination and was terminated for cause. Pursuant to this clawback policy, with respect to compensation payments made following the Mergers, our Board may require the repayment or forfeiture of the amount by which any of the individual executive officer’s incentive payments received during the three-year period preceding either the publication of the restated financial statements or the determination that achievement was not met (or only met at a lower level), respectively, exceeded the lower payment that would have been made based on the restated financial statements or such determination.

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Colony NorthStar Stock Ownership Guidelines

In March 2017, our Compensation Committee adopted minimum equity ownership guidelines for our Section 16 executive officers. Pursuant to these guidelines, each of such executive officers will be expected to own an aggregate number of shares of common stock or restricted stock units of Colony NorthStar or common units or LTIP units in our operating partnership, whether vested or not, with an aggregate market value as follows:

For purposes of determining compliance with these guidelines, equity that remained subject to performance-based vesting (i.e., vesting based on the satisfaction of criteria other than, or in addition to, continued employment) will not be counted. Ownership included shares or units owned: (a) by such person directly or indirectly through a broker or other nominee holder; (b) by such person’s immediate family members sharing such person’s household; (c) by trusts for the benefit of such person or such person’s immediate family members; (d) by entities controlled by such person and/or such person’s spouse and of which a majority of the equity interests are owned by such person or such person’s immediate family members; or (e) in a 401(k) plan, individual retirement account (“IRA”) or employee stock purchase or deferred compensation plan.

Compliance with these guidelines will be measured as of the end of each fiscal year and, for any executive officer who did not hold such position as of the date these guidelines were adopted, compliance will first be measured as of the end of the fifth full fiscal year following the year in which such officer was initially appointed to such position.

Employment Agreements

The Company has employment agreements with Messrs. Barrack, Saltzman, Traenkle and Tangen, which set forth the terms and conditions of their roles with, and their oversight and management of the day-to-day business operations, of the Company. Each of these agreements (initially entered into with Colony) was assumed by the Company in connection with the Mergers. Below is a summary of the terms of each of these employment agreements. The Company also assumed the employment agreement of Mr. Hamamoto, as modified by letter agreement in connection with the Mergers (see “Certain Relationships and Related Transactions – Related Party Transactions – Letter Agreements of NSAM Executive Officers in the Mergers” below).

Employment Agreement with Thomas J. Barrack, Jr.

Mr. Barrack’s employment agreement sets forth the terms and conditions of Mr. Barrack’s service as our Executive Chairman and Chairman of the Board. The agreement became effective on April 2, 2015 and will continue in effect for an initial term of five years following such date, subject to automatic renewals of additional successive one-year periods unless either party provides at least 180 days’ advance notice of non-renewal. An amendment to the agreement was entered into on June 2, 2016, effective upon the closing of the Mergers.

The agreement provides that, in his role as our Executive Chairman, Mr. Barrack will perform duties and provide services to us that are reasonably consistent with those he provided to Colony prior to the Mergers. The agreement further provides that Mr. Barrack will devote substantially all of his business time and attention to the performance of his duties to us, but will be permitted to perform duties for Colony Capital Holdings, LLC and its affiliates and engage in certain other outside activities, so long as those duties and activities do not unreasonably interfere with the performance of his duties to us.

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In addition, the agreement provides that Mr. Barrack’s principal place of business during the term of the agreement will generally be in Los Angeles, California. However, the agreement provides that, if Mr. Barrack is required to engage in travel during the term of the agreement that results in him having to perform a significant portion of his duties at a location other than Los Angeles, California, and Mr. Barrack determines to relocate his principal place of residence to a city in proximity to that other location, then we will pay for all reasonable relocation and return expenses that he incurs on a basis which is grossed up for taxes, with such payments subject to the Board’s approval, not to be unreasonably withheld.

The agreement further provides that Mr. Barrack will receive an annual base salary of $1,000,000 and will be eligible to receive an annual cash bonus with a target amount of no less than $4,000,000, which may be based on achievement of reasonable performance measures established by the Board (or a committee thereof). In addition, Mr. Barrack will also be eligible to receive annual grants of equity-based awards with a target value initially set at 350% of his base salary, subject to annual review by the Board (or a committee thereof). Mr. Barrack will also continue to receive allocations in respect of carried interests in respect of funds managed by us that were granted to Mr. Barrack prior to the effective date of his employment agreement, and will be eligible to be granted new allocations in respect of carried interests in respect of funds managed by us as is determined by the Board (or a committee thereof) from time to time in consultation with Mr. Barrack. Mr. Barrack will also be eligible to participate in our benefit plans made available to our senior executive officers from time to time and to receive certain perquisites that he was entitled to immediately prior to the effective date of his employment agreement, each as described in the agreement.

The agreement provides that, if Mr. Barrack’s employment is terminated by us without “cause” (as defined in the agreement and including non-renewal of the agreement by us) or by Mr. Barrack for “good reason” (as defined in the agreement and described below), and Mr. Barrack executes a release of claims, he will be eligible to receive (i) a lump sum cash payment equal to three times the sum of his base salary and average annual bonus with respect to the three prior calendar years (or, if any such termination of employment occurs prior to Mr. Barrack receiving his annual bonus in respect of calendar year 2017, then his target annual bonus), (ii) a lump sum cash payment in respect of the annual bonus payable in respect of the year prior to the year of termination, if unpaid as of the date of termination, (iii) a pro-rated target bonus for the year of termination, (iv) continued medical, dental and vision benefits at active employee rates for 24 months following termination, (v) the continuation of certain benefits for 24 months following termination (or in certain cases, until the end of the term of the employment agreement then in effect (if later)), and (vi) full vesting of all equity-based awards, carried interests and other like compensation that he holds, to the extent unvested upon his termination.

The agreement also provides that if Mr. Barrack provides notice to us of his intention not to renew the agreement upon the scheduled expiration of the initial term or any renewal term, then he will receive (i) a lump sum cash payment in respect of the annual bonus payable in respect of the year prior to the year of termination, if unpaid as of the date of termination, (ii) a pro-rated target bonus for the year of termination, and (iii) if such termination occurs upon his retirement on or after his attainment of age 72, full vesting of all equity-based awards, carried interests and other like compensation that he holds, to the extent unvested upon his termination.

For purposes of the agreement, “good reason” means, in summary, (i) a material diminution in Mr. Barrack’s duties, authority or responsibilities (including failing to maintain Mr. Barrack as a member of the Board) or causing Mr. Barrack to no longer report to the Board or a diminution in his title, (ii) a reduction in Mr. Barrack’s base salary, target annual cash bonus or target annual equity incentive grant, (iii) a 25-mile relocation of Mr. Barrack’s principal place of business, or (iv) a material breach of the agreement by us, including the failure to appoint Mr. Barrack as our Chief Executive Officer if Mr. Saltzman’s employment terminates while Mr. Barrack is serving as our Executive Chairman.

If any payments to be made to Mr. Barrack, whether under the agreement or otherwise, would subject Mr. Barrack to the excise tax on so-called “golden parachute payments” in accordance with Sections 280G or 4999 of the Internal Revenue Code of 1986, as amended (the “Code”), then the payments will be reduced to the

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extent necessary to avoid the excise tax, but only if the amount of the payments after such reduction would result in Mr. Barrack receiving a greater net after-tax benefit than if all of the payments were provided and the excise tax were imposed.

The agreement, through a restrictive covenant agreement included as an exhibit to the agreement, also provides that Mr. Barrack will not, subject to certain listed exceptions for permitted and personal activities, compete with us, or solicit our investors or customers or employees or those of our subsidiaries during his employment with us and for the one-year period following the termination of his employment with us unless his employment is terminated by us without cause (as defined in the agreement and including non-renewal of the agreement by us) or by Mr. Barrack for “good reason” (as defined in the agreement and described above). The agreement also contains covenants relating to the treatment of confidential information and intellectual property matters and restrictions on the ability of Mr. Barrack and us to disparage the other.

Employment Agreement with Richard B. Saltzman

Mr. Saltzman’s employment agreement sets forth the terms and conditions of Mr. Saltzman’s service as our Chief Executive Officer and President. Mr. Saltzman’s employment agreement became effective on April 2, 2015 and will continue in effect for an initial term of five years following such date, subject to automatic renewals of additional successive one-year periods unless either party provides at least 180 days’ advance notice of non-renewal. An amendment to the agreement was entered into on June 2, 2016, effective upon the closing of the Mergers. In connection with his prior employment and equity agreement by and among Mr. Saltzman, Mr. Barrack and CCLLC, as amended, Mr. Saltzman still maintains a right to fund incentives or other interests granted in connection with his employment prior to the effective date of his employment agreement, including any rights to the payment of consideration under a contribution agreement.

The agreement also provides that, in his role as our Chief Executive Officer and President, Mr. Saltzman will perform duties and provide services to us that are reasonably consistent with those he provided to Colony in that role prior to the Mergers. The agreement further provides that Mr. Saltzman will devote substantially all of his full business time and attention to the performance of his duties to us, but will be permitted to engage in certain other outside activities so long as they do not unreasonably interfere with the performance of his duties to us.

In addition, the agreement provides that Mr. Saltzman’s principal place of business during the term of the agreement will be in New York City. However, the agreement provides that if Mr. Saltzman is required to engage in travel during the term of the agreement that results in him having to perform a significant portion of his duties at a location other than in New York City, and Mr. Saltzman determines to relocate his principal place of residence to a city in proximity to such other location, then we will pay for all relocation and return expenses that he incurs on a basis which is grossed up for taxes, with such payments subject to the Board’s approval, not to be unreasonably withheld.

The agreement further provides that Mr. Saltzman will receive an annual base salary of $800,000 and will be eligible to receive an annual cash bonus with a target amount of no less than $2,400,000, which may be based on achievement of reasonable performance measures established by the Board (or a committee thereof). In addition, Mr. Saltzman will also be eligible to receive annual grants of equity-based awards with a target value initially set at 350% of his base salary, subject to annual review by the Board (or a committee thereof). Mr. Saltzman will also continue to receive allocations in respect of carried interests in respect of funds managed by us that were granted to him prior to the effective date of his employment agreement and will be eligible to be granted new allocations in respect of carried interests in respect of funds managed by us as is determined by the Board (or a committee thereof) from time to time in consultation with Mr. Saltzman. Mr. Saltzman will also be eligible to participate in our benefit plans made available to our senior executive officers from time to time and will be entitled to receive certain perquisites that he was entitled to immediately prior to the effective date of his employment agreement, each as described in the agreement.

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The agreement provides that if Mr. Saltzman’s employment is terminated by us without “cause” (as defined in the agreement and including non-renewal of the agreement by us) or by Mr. Saltzman for “good reason” (as defined in the agreement and described below), and Mr. Saltzman executes a release of claims, he will be eligible to receive (i) a lump sum cash payment equal to three times the sum of his base salary and average annual bonus with respect to the three prior calendar years (or, if any such termination of employment occurs prior to Mr. Saltzman receiving his annual bonus in respect of calendar year 2017, then his target annual bonus), (ii) a lump sum cash payment in respect of the annual bonus payable in respect of the year prior to the year of termination, if unpaid as of the date of termination, (iii) a pro-rated target bonus for the year of termination, (iv) continued medical, dental and vision benefits at active employee rates for 24 months following termination, and (v) full vesting of all equity-based awards, carried interests and other like compensation that he holds, to the extent unvested upon his termination.

The agreement also provides that if Mr. Saltzman provides notice to us of his intention not to renew the agreement upon the scheduled expiration of the initial term or any renewal term, then he will receive (i) a lump sum cash payment in respect of the annual bonus payable in respect of the year prior to the year of termination, if unpaid as of the date of termination, (ii) a pro-rated target bonus for the year of termination, and (ii) if such termination occurs upon his retirement on or after his attainment of age 65, full vesting of all equity-based awards, carried interests and other like compensation that he holds, to the extent unvested upon his termination.

For purposes of the agreement, “good reason” means, in summary, (i) a material diminution in Mr. Saltzman’s duties, authority or responsibilities (including failing to maintain Mr. Saltzman as a member of the Board) or a diminution in his title, (ii) a change in reporting structure such that Mr. Saltzman no longer reports to the Executive Chairman or the Board (or a sub-committee of the Board), (iii) a reduction in Mr. Saltzman’s base salary, target annual cash bonus or target annual equity incentive grant, (iv) a 25-mile relocation of his principal place of business, or (v) a material breach of the agreement by us.

If any payments to be made to Mr. Saltzman, whether under the agreement or otherwise, would subject Mr. Saltzman to the excise tax on so-called “golden parachute payments” in accordance with Sections 280G or 4999 of the Code, then the payments will be reduced to the extent necessary to avoid the excise tax, but only if the amount of the payments after such reduction would result in Mr. Saltzman receiving a greater net after-tax benefit than if all of the payments were provided and the excise tax were imposed.

The agreement, through a restrictive covenant agreement included as an exhibit to the agreement, also provides that Mr. Saltzman will not, subject to certain listed exceptions for permitted and personal activities, compete with us, or solicit our investors or our customers or employees or those of our subsidiaries during his employment with us and for the one-year period following the termination of his employment with us unless his employment is terminated by us without cause (as defined in the agreement and including non-renewal of the agreement by us) or by Mr. Saltzman for “good reason” (as defined in the agreement and described above). The agreement also contains covenants relating to the treatment of confidential information and intellectual property matters and restrictions on the ability of Mr. Saltzman and us to disparage the other.

Employment Agreements with Other Named Executive Officers

These employment agreements will be in effect for an initial term of three years which began on April 2, 2015, subject to automatic renewals of additional successive one-year periods unless either party provides at least 180 days’ advance notice of non-renewal. Each agreement requires that the executive will devote his full business time and attention to the performance of his duties to us, but will be permitted to engage in certain other outside activities so long as they do not unreasonably interfere with the performance of the executive’s duties to us.

The agreements provide for the payment of a specified base salary to each executive, which is equal to $475,000 for Mr. Tangen (increased from $447,000, as approved by the Compensation Committee in March 2017 to align Mr. Tangen’s salary with the peer group market median) and $472,000 for Mr. Traenkle. In

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addition, the agreements provide that each executive will be eligible to receive an annual cash bonus with a target amount initially set at $1,300,000 for Mr. Tangen and $1,575,000 for Mr. Traenkle and annual grants of equity-based awards with a target value initially set at $1,000,000 for Mr. Tangen and $990,000 for Mr. Traenkle, with such amounts subject to annual review by the Board (or a committee thereof). In addition, the executives will continue to receive allocations in respect of carried interests in respect of funds managed by us that were granted to them prior to the effective date of such employment agreements and to be eligible to be granted new allocations in respect of carried interests in respect of funds managed by us as is determined by the Board (or a committee thereof) from time to time in consultation with the applicable executive. The executives will be eligible to participate in certain of our benefit plans made available to our senior executive officers from time to time and to receive certain perquisites that the executives were entitled to receive immediately prior to the effective date of such employment agreements.

The agreements provide that if the executive’s employment is terminated by us without “cause” (as defined in the agreements and including non-renewal of the employment agreements by us) or by the executive for “good reason” (as defined in the agreement and described below), and the executive executes a release of claims, he will be eligible to receive (i) a lump sum cash payment equal to two times the sum of his base salary and average annual bonus with respect to the three prior calendar years (or, if any such termination of employment occurs prior to the executive receiving his annual bonus in respect of calendar year 2017, then his target annual bonus), (ii) a lump sum cash payment in respect of the annual bonus payable in respect of the year prior to the year of termination, if unpaid as of the date of termination, (iii) a pro-rated target bonus for the year of termination, (iv) continued medical, dental and vision benefits at active employee rates for 24 months following termination, and (v) full vesting of all equity-based awards, carried interests and other like compensation that he holds, to the extent unvested upon his termination.

The agreements provide that if an executive provides notice to us of his intention not to renew the agreement upon the scheduled expiration of the initial term or any renewal term, then he will receive (i) a lump sum cash payment in respect of the annual bonus payable in respect of the year prior to the year of termination, if unpaid as of the date of termination, and (ii) a pro-rated target bonus for the year of termination.

For purposes of the agreements, “good reason” includes, in summary, (i) a material diminution in the executive’s duties, authority or responsibilities, (ii) a requirement that the executive report to any person other than our Chief Executive Officer or Executive Chairman, (iii) a reduction in the executive’s base salary, target annual cash bonus or target annual equity incentive grant, (iv) a 25-mile relocation of the executive’s principal place of business, or (v) a material breach of the agreement by us.

The agreements include a provision providing that if any payments to be made to the executive, whether under the agreement or otherwise, would subject the executive to the excise tax on so-called “golden parachute payments” in accordance with Sections 280G or 4999 of the Code, then the payments will be reduced to the extent necessary to avoid the excise tax, but only if the amount of the payments after such reduction would result in the executive receiving a greater net after-tax benefit than if all of the payments were provided and the excise tax were imposed.

In addition, the agreements, through a restrictive covenant agreement that is included as an exhibit to the agreements, provide that the executives will not, subject to certain exceptions, compete with us, or solicit our investors or customers or employees or those of our subsidiaries during their employment with us and for the one-year period following the termination of their employment with us unless their employment is terminated by us without cause (as defined in the agreement and including non-renewal of the employment agreement by us) or by the executive for “good reason” (as defined in the agreement and described above). The agreements contain covenants relating to the treatment of confidential information and intellectual property matters and restrictions on the ability of the executives and us to disparage the other.

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Legacy NSAM Executive Compensation Overview – General Philosophy and Objectives – 2016

This section describes the compensation that NSAM paid to its executive officers for 2016 because we are the successor to NSAM following the completion of the Mergers, NSAM’s executive officers for 2016 are considered our named executive officers under applicable SEC rules and, as a result, information regarding their compensation for 2016 is required to be included in this proxy statement. Following completion of the Mergers on January 10, 2017, none of NSAM’s executive officers, other than Mr. Hamamoto, continued to serve as our executive officers, and all of our other current executive officers were executive officers of Colony prior to the Mergers.

For 2016, NSAM compensated its executive officers using a combination of base salary, annual bonuses paid in cash and long-term bonuses paid in equity. As described in more detail below, based on NSAM’s short-term total shareholder return (“TSR”) performance through the end of 2015 and into early 2016, as well as stockholder feedback, the compensation committee (the “NSAM Compensation Committee”) of the NSAM Board made several substantial changes to the structure of its executive compensation programs in 2016. From an overall performance perspective, in contrast to 2015, NSAM experienced strong TSR performance during 2016 consistent with its longer term TSR performance. NSAM’s one-year TSR as of December 31, 2016 was 27.0% and the five-year TSR as of December 31, 2016 of NSAM, taking into account the combined performance of NSAM, NRF (in which NSAM’s business was embedded prior to the spin-off of NSAM from NorthStar Realty in June 2014) and NorthStar Europe, which was spun-off from NorthStar Realty in October 2015 and which NSAM continued to manage, was 271.9%, which translated to a compounded annual return of 30.0% per year. In addition, during 2016, NSAM successfully engaged in a process to pursue strategic alternatives that culminated in the signing of the merger agreement on June 2, 2016, stockholder approval of the Mergers on December 20, 2016 and the closing of the Mergers on January 10, 2017.

However, the compensation received by NSAM’s executive officers for 2016 was largely impacted by the Mergers and the letter agreements that NSAM entered into with each of its executive officers in connection with the signing of the merger agreement in June 2016, as subsequently amended. These letter agreements were negotiated at the direction of the NSAM Special Committee, and were approved by NSAM’s Board upon the recommendation of the NSAM Special Committee. The terms of the letter agreements are described in further detail below.

Prior Say-on-Pay Votes

At NSAM’s 2015 annual meeting, the most recent annual meeting held by NSAM, a non-binding, advisory resolution approving the compensation paid to NSAM’s named executive officers, as disclosed in its proxy statement for its 2015 annual meeting, including the Compensation Discussion and Analysis, compensation tables and narrative discussions, was approved by its stockholders with approximately 59% of the votes cast voting for the approval of this resolution. The NSAM Compensation Committee considered the voting results on this resolution in connection with the decisions it made in structuring NSAM’s executive compensation programs for 2016, as well as feedback from its stockholders.

In addition, at NSAM’s special meeting on December 20, 2016 that was held to approve the Mergers, a non-binding, advisory resolution approving the compensation to be paid or become payable to NSAM’s named executive officers in connection with the Mergers, as disclosed in specific sections of the proxy statement for the special meeting, including the agreements or understandings pursuant to which such compensation was to be paid or become payable, was approved by its stockholders.

Compensation Policies and Objectives and Compensation Consultant

The NSAM Compensation Committee designed and administered NSAM’s executive compensation programs with the intention of incentivizing long-term superior performance. NSAM’s compensation programs

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were designed to link compensation with performance and to provide competitive levels of compensation relative to NSAM’s peers and other companies that may compete for the services of NSAM’s executive officers. NSAM compensated its executive officers through a mix of base salary, bonus (both cash and equity based) and long-term equity compensation. The NSAM Compensation Committee established the following primary objectives in determining the compensation of its executive officers:

The NSAM Compensation Committee considered compensation for NSAM’s executive officers in light of competitive compensation levels, among other factors, and had sole authority to retain compensation consultants to assist in the evaluation of executive officer compensation. The NSAM Compensation Committee engaged FTI Consulting, Inc. (“FTI”) as its compensation consultant and used FTI’s compensation consulting services with respect to 2016 compensation including reviewing benchmarking analyses prepared by FTI. FTI Consulting, Inc. also provided services to NorthStar Realty and NorthStar Europe as well as certain of NSAM’s other managed companies in 2016. FTI Consulting, Inc.’s aggregate fees for its executive and director compensation-related services to NSAM were approximately $175,000 and its fees for services to NorthStar Realty, NorthStar Europe and certain of NSAM’s other managed companies, which primarily related to preparation of tax returns and other tax services, were approximately $2.0 million. FTI Consulting, Inc. was engaged by NSAM’s management to provide the other services and such engagement was not separately approved by the NSAM Compensation Committee or NSAM’s Board.

Process for Determining Compensation Awards

In determining compensation for 2016 and long-term compensation arrangements, the NSAM Compensation Committee worked with FTI and NSAM’s management to establish the terms of and formulate performance metrics under the NSAM Incentive Plan for 2016. At the time that the NSAM Compensation Committee determined the structure of the 2016 awards under the NSAM Incentive Plan, NSAM had experienced strong long-term TSRs, but disappointing returns during 2015. Based on this short-term TSR performance as well as stockholder feedback, the NSAM Compensation Committee made significant reductions to the overall executive compensation opportunity for 2016, incorporated higher performance-based hurdles into the 2016 awards and significantly increased the percentage of long-term bonuses that were subject to vesting based on TSR performance over a four-year period from the beginning of the 2016. The letter agreements further modified the 2016 awards and were negotiated with NSAM’s executive officers at the direction of the NSAM Special Committee and were approved by NSAM’s Board upon the recommendation of the NSAM Special Committee in connection with the approval of the merger agreement.

Elements of NSAM Executive Officer Compensation and Benefits

The key elements of NSAM’s executive compensation program were as follows:

Base Salary

The NSAM Compensation Committee’s base salary determinations for its executive officers for 2016 were generally dependent upon the scope of each executive officer’s responsibilities, experience and expected performance and contributions to NSAM’s business, as well as contractual obligations that NSAM had entered into with its executive officers. For 2016, the annual base salaries established by the NSAM Compensation Committee for its executive officers were as follows: Mr. Hamamoto – $1,050,000; Mr. Tylis – $900,000;

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Mr. Gilbert – $600,000; Ms. Hess – $575,000; and Mr. Lieberman – $500,000. For each of these executive officers, other than Mr. Tylis, these annual base salaries were the same as the annual base salaries that NSAM’s executive officers received from NSAM and NRF for each of the last two years. Mr. Tylis’s base salary was increased in connection with his promotion to Chief Executive Officer of NSAM. Other than for Mr. Tylis, these annual base salaries reflected the minimum base salaries that NSAM negotiated with these executive officers in connection with their employment and non-competition agreements that were in place at the time. The amount of base salary that NSAM actually paid to each of its executive officers was reduced by the amount of base salary that NRF paid directly in exchange for the services that they provided to NRF in their capacities as direct employees, which principally related to management of NRF’s commercial real estate debt origination business. Accordingly, the base salary amounts that NSAM actually paid to its executive officers were as follows: Mr. Hamamoto – $892,500; Mr. Tylis – $786,250; Mr. Gilbert – $510,000; Ms. Hess – $488,750; and Mr. Lieberman – $425,000.

2016 Bonuses

Bonuses paid to NSAM’s executive officers for 2016 were based on the award opportunities established for these executive officers by the NSAM Compensation Committee pursuant to the NSAM Incentive Plan in early 2016, as modified in connection with the Mergers. In adopting and designing the NSAM Incentive Plan and establishing award opportunities for 2016, the NSAM Compensation Committee considered, among other things, compensation payable in the real estate industry and for asset management firms, including under management contracts for externally-advised REITs, the long-term interests of NSAM’s stockholders and the alignment of the interests of NSAM’s stockholders with the interests of NSAM’s management team. The structure of the awards for 2016 included several significant changes from the structure utilized in 2015.

NSAM Incentive Plan Overview

For 2016, as in prior years, awards under the NSAM Incentive Plan were the primary source of compensation for NSAM’s executive officers. Under the NSAM Incentive Plan, for each plan year, the NSAM Compensation Committee established two bonus pools (an annual cash bonus pool and a long-term bonus pool), awarded bonus pool percentages to each of NSAM’s executive officers with respect to such bonus pools (i.e., the percentage of such pool that the participant was eligible to receive as either an annual bonus or a long-term bonus, if applicable criteria were achieved) and established performance goals, vesting requirements and other terms and conditions applicable to such bonuses.

Under the NSAM Incentive Plan, an executive officer’s maximum annual bonus equaled the product of the executive officer’s annual bonus pool percentage and the annual cash bonus pool. The actual amount of each executive officer’s annual bonus was then tied to NSAM’s achievement of performance goals established by the NSAM Compensation Committee. The NSAM Compensation Committee was to determine the relevant performance goals and the relative weighting of such goals, generally within the first 90 days of the plan year. The relative weighting and payout ranges for annual bonuses were to be set forth in a participant’s bonus award notice for the year. Within 60 days following the end of a plan year, the NSAM Compensation Committee was to certify whether and to what extent the applicable performance goals had been met and determine the actual amount of the annual bonuses payable with respect to such year. Generally, NSAM’s executive officers were to be eligible to receive an annual bonus if they were employed through December 31 of the plan year.

Under the NSAM Incentive Plan, each of NSAM’s executive officers were eligible to receive a long-term bonus with respect to a plan year based on the long-term bonus pool percentage awarded such executive officer. Long-term bonuses could be paid in cash and/or in the form of equity interests in NSAM, NRF, NorthStar Europe or one of their respective subsidiaries, as determined by the NSAM Compensation Committee. The vesting, payment and/or the amount of an executive officer’s long-term bonus for a plan year could be tied to the achievement of performance goals for the relevant long-term bonus performance period, the executive officer’s continued employment with NSAM or one of its subsidiaries for such period and/or such other criteria as were

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established by the NSAM Compensation Committee and set forth in an executive officer’s bonus award notice for such plan year. Performance goals for each long-term bonus performance period were to be determined by the NSAM Compensation Committee generally within 90 days after the beginning of the plan year. The NSAM Compensation Committee could establish ranges within such performance goals that correspond to the payout of different fixed percentages of the maximum long-term bonus that an executive officer was eligible to receive.

2016 Awards under the NSAM Incentive Plan

Annual Cash Bonus

Pursuant to the letter agreements that NSAM entered into with each of its executive officers in connection with the signing of the merger agreement, contingent upon the closing of the Mergers, the amount of the annual cash bonus pool was fixed at $30,292,804 and NSAM agreed not to use its discretion to reduce the amount of bonuses paid to Ms. Hess or Mr. Lieberman for 2016. The size of the annual cash bonus pool was determined based on mutually agreed upon projections relating to 2016 performance as opposed to being determined based on a specified percentage of NSAM’s actual revenues, as adjusted for certain items, for full-year 2016. Pursuant to the merger agreement, all bonuses to be paid by NSAM for 2016 were to be determined and paid prior to the closing of the Mergers. As a result, the NSAM Compensation Committee determined the amounts of the annual cash bonuses that were to be paid to NSAM’s executive officers prior to the closing of the Mergers on January 10, 2017. The annual cash bonus amounts determined by the NSAM Compensation Committee were equal to the fixed amount of the annual cash bonus pool agreed upon by NSAM with each of its executive officers in the letter agreements multiplied by the annual bonus pool percentage granted to each NSAM executive officer. For the 2016 plan year, the NSAM Compensation Committee awarded the following percentages to NSAM’s executive officers: Mr. Hamamoto – 36.88%; Mr. Tylis – 25.90%; Mr. Gilbert – 23.75%; Ms. Hess – 8.13%; and Mr. Lieberman – 5.33%. The percentages awarded to NSAM’s executive officers generally remained consistent with the percentages awarded for 2015. These amounts are set forth below:

Long-Term Bonus

For the 2016 plan year, the NSAM Compensation Committee: (i) established a long-term bonus pool with respect to long-term bonuses under the NSAM Incentive Plan equal to 1.25 times the bonus pool established with respect to annual cash bonuses; and (ii) awarded long-term bonus pool percentages to NSAM’s executive officers. For 2016, the NSAM Compensation Committee reduced the ratio between the overall size of the annual cash bonus pool and the long-term bonus pool from 1.50x to 1.25x. As a result, the size of the long-term bonus pool as a percentage of the revenue metric used to establish this pool was reduced by 55%.

For the 2016 plan year, the NSAM Compensation Committee awarded the following percentages to NSAM’s executive officers: Mr. Hamamoto – 37.86%; Mr. Tylis – 26.55%; Mr. Gilbert – 24.34%; Ms. Hess – 6.78%; and Mr. Lieberman – 4.47%. The percentages awarded to NSAM’s executive officers generally remained consistent with the percentages awarded for 2015. The percentage awarded to Mr. Tylis for 2016 was increased from the percentage he was awarded for 2015 as a result of his promotion to Chief Executive Officer of NSAM, and there were corresponding decreases in the percentages awarded to certain other executive officers. Overall, the percentages awarded were based on similar factors to those used to determine the annual bonus pool percentages, and the long-term bonus pool percentage and annual bonus pool percentage awarded to each of

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NSAM’s executive officers were similar. As noted above, the initial awards also reserved the right to reduce the amount of the annual cash bonus and/or long-term bonus paid to Ms. Hess or Mr. Lieberman by up to 20% of the aggregate of each executive officer’s annual cash bonus and long-term bonus.

As with the annual cash bonuses, the long-term bonuses were intended to compensate NSAM’s executive officers for their performance and the performance of NSAM. Additionally, the long-term bonuses were designed to strengthen NSAM’s ability to retain talented executives and align their interests with those of NSAM’s stockholders. Accordingly, the long-term bonuses for 2016 were payable in equity awards of NSAM, NRF and NorthStar Europe that were to be subject to vesting based on continued employment for the four-year period from January 1, 2016 through December 31, 2019. The structure of the long-term bonus payouts is summarized in the table below:

The time-based awards entitled the recipients to receive the distributions with a record date on or after January 1, 2017. The performance-based awards did not entitle the recipients to receive distributions or distribution equivalents until performance-based vesting had occurred; provided, that, upon vesting, each recipient was to receive the distributions that would have been paid prior to vesting (for each share or RSU actually earned) during such four-year performance period.

Pursuant to management agreements that NSAM had with NRF and NorthStar Europe, these managed companies agreed to pay directly or reimburse NSAM for up to 50% of any long-term bonus or other compensation that the NSAM Compensation Committee determines shall be paid and/or settled in the form of equity and/or equity-based compensation to NSAM’s executives officers, employees, service providers and staff.

Pursuant to the letter agreements that NSAM entered into with each of its executive officers in connection with the signing of the merger agreement, contingent upon the closing of the Mergers, the number of shares of common stock of NSAM and NRF to be subject to equity awards (time-based and performance-based) issued as long-term bonuses for 2016 was fixed and the number of shares to be earned pursuant to the performance-based awards to be granted for 2016 by each of NSAM, NRF and NorthStar Europe upon the closing of the Mergers, which would have constituted a change of control of NSAM pursuant to the originally established terms of the performance-based awards, was fixed. These amounts were fixed in connection with entering into the merger agreement and were determined based on mutually agreed upon projections relating to 2016 performance and closing stock prices from May 27, 2016. The number of shares to be earned pursuant to the performance-based awards also reflected the agreement by each of Messrs. Hamamoto, Tylis and Gilbert to forfeit a majority of the total number of performance-based equity awards that each was projected to earn upon the closing of the Mergers based on the accelerated vesting conditions that otherwise would have applied and information available prior to the signing

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The table below sets forth the number of time-based awards that were granted to NSAM’s executive officers as long-term bonus for 2016. The number of shares of common stock of NSAM and NRF was based on the fixed amounts set forth in the letter agreements. The number of shares of common stock of NorthStar Europe was determined in accordance with the terms of the bonus award notices initially awarded to NSAM’s executive officers, except that the amount of the long-term bonus pool for purposes of determining these awards was based on a projection of NSAM’s revenues (less commission expenses, plus equity in earnings including any applicable adjustment for cash available for distribution) for 2016 as a result of the provisions of the merger agreement requiring that all bonuses for 2016 be determined and paid prior to the closing of the Mergers.

For the performance-based awards for 2016, as a result of the timing of the Mergers and the letter agreements with each of NSAM’s executive officers whereby the number of shares that were to be earned under the performance-based awards for 2016 in connection with the Mergers was fixed, the NSAM Compensation Committee granted NSAM’s executive officers equity awards shortly prior to the closing of the Mergers for the fixed number of shares that were to be earned pursuant to the letter agreements. These amounts were significantly less than the full number of shares that otherwise would have been subject to these awards. The vesting of these equity awards was contingent upon the closing of the Mergers. The table below sets forth the number of shares subject to these awards as well as the number of shares effectively forfeited based on the number of shares constituting the long-term bonus pool, as agreed upon in the letter agreements for NSAM and NRF and estimated for NorthStar Europe utilizing the same projections and stock price assumptions that were used in determining the fixed amounts for NSAM and NorthStar Realty.

In connection with the closing of the Mergers on January 10, 2017, all of the time-based awards vested in accordance with their terms, the fixed amount of the performance-based awards vested in accordance with the terms of the letter agreements and NSAM’s executives received dividend equivalent payments with respect to the vested performance-based awards.

Performance-Based Equity Awards – Prior Years

An important component of NSAM’s executive compensation program was long-term equity awards granted in prior years that were subject to vesting based on TSR performance over a multi-year period, including the awards granted in connection with NSAM’s spin-off from NorthStar Realty.

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The following summarizes the performance-based vesting hurdles for these awards that were outstanding during 2016, including the RSUs granted for 2013, which were earned based on performance through December 31, 2016:

The following are the number of RSUs (including RSUs granted as long-term bonus for 2013 that were fully earned at the completion of the four-year performance period ending December 31, 2016) or shares of our performance common stock that NSAM granted to its executive officers for years prior to 2016 that were subject to vesting based on TSR performance over a multi-year period ending during 2016 or thereafter:

Based on actual TSR, NSAM’s executive officers earned all of the RSUs granted as long-term bonus for 2013 that were subject to performance-based vesting hurdles based on our TSR through December 31, 2016. As a result, each of these RSUs was settled in the form of shares of common stock of NSAM, NorthStar Realty and NorthStar Europe. In addition, each of NSAM’s executive officers also received the cash distributions that would have been paid during the second, third and fourth year of such four-year performance period with respect to the shares issued, as adjusted to reflect the reverse stock splits occurring during the performance period.

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Pursuant to the terms of the awards that remained unearned as of December 31, 2016, upon a change of control of NSAM, each of NSAM’s executive officers would have vested in a pro rata percentage of these awards based on the greater of: (i) the percentage of the performance period that had elapsed; or (ii) the percentage of such award that would have been earned if the stock price at the end of the performance period equaled the stock price on the date of the change of control based on the 20-day trailing average closing price through the date of the closing of the change of control or the value of the consideration received for the common stock of NSAM in the change of control transaction, as applicable. Any portion of these awards that did not vest would have been forfeited.

Notwithstanding the accelerated vesting conditions described in the immediately preceding paragraph, pursuant to the letter agreements, each of NSAM’s executive officers agreed to fix the number of shares that would be earned upon the closing of the Mergers pursuant to these awards based on stock prices existing prior to the signing of the merger agreement and an assumed closing date in January 2017. These amounts were fixed in order to assist with the establishment of the exchange ratios in the merger agreement. In addition, Messrs. Hamamoto, Tylis and Gilbert each agreed to forfeit a majority of these performance-based equity awards that each was projected to earn upon the closing of the Mergers based on information available prior to the signing of the merger agreement. The following table sets forth the number of shares that each of NSAM’s executive officers forfeited (including shares that Messrs. Hamamoto, Tylis and Gilbert were projected to earn but voluntarily agreed to forfeit and shares that NSAM’s executive officers were not projected to earn) and earned upon the closing of the Mergers:

As illustrated above, NSAM’s executive officers, in the aggregate, forfeited a substantial majority of their outstanding performance-based equity awards upon the closing of the Mergers. Pursuant to the terms of these performance-based equity awards, with respect to the shares that were earned, NSAM’s executive officers received the cash distributions that would have been paid with respect to such shares if they had been issued on December 15, 2014 with respect to the awards granted in connection with NSAM’s spin-off from NorthStar Realty or January 1, 2015 for the 2014 and 2015 long-term bonus awards.

Clawback Policy

NSAM had a clawback policy applicable to any officer who was designated as an executive officer by NSAM’s Board. The policy provided that NSAM’s Board could require the repayment or forfeiture of incentive payments paid to an executive officer on the basis of NSAM’s performance in the event that (i) there was a restatement of NSAM’s financial statements filed with the SEC and a lower payment would have been made to the executive officer based upon the restated financial results, or (ii) it was subsequently determined that the achievement of a performance goal (other than financial results covered in (i)) was not met or was only met at a level that would have resulted in a lower payment to the executive officer and such executive officer knowingly provided inaccurate information that caused the incorrect determination and was terminated for cause. Pursuant to this policy, NSAM’s Board could require the repayment or forfeiture of the amount by which any of the individual executive officer’s incentive payments received during the three-year period preceding either the publication of the restated financial statements or the determination that achievement was not met (or only met at a lower level), respectively, exceeded the lower payment that would have been made based on the restated financial statements or such determination.

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Equity Grant Policies

NSAM did not pay distributions on RSUs or shares of its performance common stock for which vesting was based on the achievement of performance hurdles, unless and until the performance hurdles were met. Equity awards granted by NSAM that were subject to vesting based on continued employment, but not subject to the achievement of performance hurdles, did pay distributions on the entire amount of all such equity awards beginning on the date of grant. As described above, the equity awards that were awarded as long-term bonus under the NSAM Incentive Plan were to be determined based on the 20-day average closing price of the common stock of NSAM, NRF or NorthStar Europe, as applicable, at the end of the first year of each grant cycle. Accordingly, NSAM did not have any practice to time the grant of any equity awards in conjunction with the release of material, non-public information.

In establishing award levels, the NSAM Compensation Committee generally did not consider the equity ownership levels of the recipients or prior awards that were fully vested because earned and/or vested equity awards do not have retention value. Additionally, it was the belief of the NSAM Compensation Committee that competitors seeking to hire NSAM’s employees would not take into account equity ownership in NSAM and, accordingly, to remain competitive, NSAM would not take these ownership levels into account either.

The NSAM Compensation Committee viewed full-value equity awards as a proper way to align NSAM’s executive officers’ interests with those of NSAM’s stockholders. Because the NSAM Compensation Committee believed that NSAM was largely measured by the capital markets based on its CAD, which excluded equity-based compensation expense, the NSAM Compensation Committee applied a lesser weighting to the accounting cost associated with equity awards in determining the type of equity awards to provide to its executive officers.

Tax Considerations

The NSAM Compensation Committee generally took into account the tax treatment of the compensation of NSAM’s executive officers, including the expected tax treatment to such executive officers and whether NSAM would be able to deduct the amount of any compensation paid as a result of limitations under Section 162(m) of the Code (“Section 162(m)”) or otherwise. To the extent consistent with its other compensation objectives, the NSAM Compensation Committee attempted to preserve the deductibility of the compensation that NSAM paid to its executive officers by, among other things, incorporating appropriate formulaic performance-based goals into its incentive compensation programs. However, in order to appropriately compensate NSAM’s executive officers and maintain the flexibility desired in its incentive compensation programs, the NSAM Compensation Committee was prepared to exceed the $1 million limit under Section 162(m) for compensation to NSAM’s executive officers.

Employment Arrangements; Termination and Change of Control Arrangements

Prior to the Mergers, NSAM or one of its subsidiaries had entered into employment agreements with each of NSAM’s executive officers. Each employment agreement had an initial term of three years, scheduled to extend through June 30, 2017, subject to automatic annual renewals thereafter for successive one-year terms, unless written notice not to renew the employment agreement was given by NSAM or the executive not later than 90 days prior to the expiration of the term. Each employment agreement provided for certain payments in the event of termination. In addition, NSAM’s outstanding equity awards to its executive officers provided for acceleration of vesting of some or all of the unvested portion of these awards upon a termination of employment in certain circumstances or a change of control of NSAM, NRF or NorthStar Europe.

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In connection with the Mergers, NSAM entered into letter agreements with its executive officers that amended certain of the terms of these employment agreements and equity awards in connection with the Mergers. These letter agreements were negotiated by the NSAM Special Committee in connection with the signing of the merger agreement and included, among other matters, a number of significant concessions by NSAM’s executive officers, including the following:

Each of NSAM’s executive officers agreed in these letter agreements to fix (i) the size of the annual cash bonus pool for 2016, (ii) the number of shares of common stock of NSAM and NRF to be granted as long-term bonus for 2016, and (iii) the number of shares to be earned pursuant to the performance-based equity awards previously granted to each of NSAM’s executive officers (or to be granted for 2016) other than those with a performance period scheduled to end prior to the anticipated closing of the Mergers in 2017. The size of the annual cash bonus pool and the number of shares of common stock of NSAM and NRF to be granted as long-term bonus for 2016 were fixed based on mutually agreed upon projections relating to 2016 performance and closing stock prices from May 27, 2016. The number of shares to be earned pursuant to the performance-based equity awards described above was based on stock prices prior to the signing of the merger agreement and an assumed closing date in January 2017, and reflected the agreement by Messrs. Hamamoto, Tylis and Gilbert to forfeit a majority of these performance-based equity awards that each was projected to earn upon the closing of the Mergers based on information available prior to the signing of the merger agreement.

The effectiveness of the letter agreements was contingent upon the closing of the Mergers, which occurred on January 10, 2017.

See “NSAM Executive Compensation and Other Information—Compensation of NSAM’s Executive Officers—Potential Payments on Termination or Change of Control” for a summary of these arrangements.

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NSAM EXECUTIVE COMPENSATION AND OTHER INFORMATION

Compensation of NSAM’S Executive Officers

This section provides information regarding the compensation that NSAM paid to its executive officers for 2016. Because we are the successor to NSAM following the completion of the Mergers, NSAM’s executive officers for 2016 are considered our named executive officers under applicable SEC rules and, as a result, information regarding their compensation for 2016 is required to be included in this proxy statement. Following completion of the Mergers on January 10, 2017, none of NSAM’s executive officers, other than Mr. Hamamoto, continued to serve as our executive officers, and all of our other current executive officers were executive officers of Colony prior to the Mergers.

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Discussion of Summary Compensation and Grants of Plan-Based Awards Tables

NSAM’s executive compensation policies and practices pursuant to which the compensation set forth in the Summary Compensation Table and the 2016 Grants of Plan-Based Awards Table was paid or awarded and the terms of the awards granted to NSAM’s executive officers that are reflected above in the 2016 Grants of Plan-Based Awards Table are described above in “Compensation Discussion and Analysis—Legacy NSAM Executive Compensation Overview – General Philosophy and Objectives - 2016” and below in “NSAM Executive Compensation and Other Information—Compensation of NSAM’s Executive Officers—Potential Payments on Termination or Change of Control.”

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Assuming NSAM’s performance for the four-year performance period applicable to these awards continued at the same annualized rate as NSAM experienced from the beginning of each performance period through December 31, 2016, each executive would have: (i) fully earned the shares of NSAM’s performance common stock granted under the NSAM Incentive Plan as a portion of long-term bonus for 2014; (ii) not earned the shares of NSAM’s performance common stock granted under the NSAM Incentive Plan as portion of long-term bonus for 2015; and (iii) earned a portion of each of the Absolute TSR Awards and the Relative TSR Awards that were granted in connection with NSAM’s spin-off from NorthStar Realty. As a result, in accordance with SEC rules, the table reflects: (i) the maximum number of shares of NSAM’s performance common stock granted under the NSAM Incentive Plan as a portion of long-term bonus for 2014; (ii) 25% of the number of shares of NSAM’s performance common stock granted under the NSAM Incentive Plan as a portion of long-term bonus for 2015, which represents the number of shares that would be earned if the respective “threshold” performance goal was achieved for such award; and (ii) the maximum number of shares of performance common stock subject to each of the Absolute TSR Awards and Relative TSR Awards. See “Compensation Discussion and Analysis— Legacy NSAM Executive Compensation Overview – General Philosophy and Objectives – 2016 —Performance-Based Equity Awards - Prior Years” for additional information relating to these awards.

Potential Payments on Termination or Change of Control

Prior to the Mergers, NSAM had various contractual arrangements with its executive officers or that NSAM was otherwise subject to that provided for payments, acceleration of vesting or other benefits to its executive officers upon a termination of employment in certain circumstances or a change of control of NSAM, NorthStar Realty or NorthStar Europe. These included NSAM’s employment agreements with its executive officers, the terms of the NSAM Incentive Plan and the NRF Incentive Plan and the awards granted thereunder and the terms of the equity awards granted in connection with NSAM’s spin-off from NorthStar Realty. The discussion below describes these provisions, as in effect as of December 31, 2016.

In addition, in connection with the Mergers, NSAM’s executive officers entered into letter agreements with NSAM and NorthStar Realty that generally provided for an amendment to, and the executive officer’s waiver of,

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certain provisions of their existing employment agreements and equity award arrangements. See “—Letter Agreements” below for additional information.

Employment Agreements

NSAM, or in the case of Mr. Gilbert, one of NSAM’s subsidiaries, NorthStar Asset Management Group, Ltd, had entered into an employment agreement with each of NSAM’s executive officers. Each employment agreement had an initial term of three years and could have been extended on an annual basis for one additional year, unless written notice not to renew the employment agreement was given by NSAM or the executive not later than 90 days prior to the expiration of the term. The executives’ employment agreements established each executive’s initial annual base salary as follows: Mr. Hamamoto – $1,050,000; Mr. Tylis – $600,000; Mr. Gilbert – $600,000; Ms. Hess – $575,000; and Mr. Lieberman – $500,000, which amounts would have been reduced by the amount of any cash compensation paid to such executives directly by NorthStar Realty. Each executive agreed, pursuant to the executive’s employment agreement, that, during the executive’s employment and for a period of one year following the termination of such employment: (i) the executive would not solicit any of NSAM’s or its affiliates’ employees, officers, consultants or joint venture partners to terminate their employment or other relationships with NSAM or any of its affiliates; and (ii) the executive would not engage in any business that competed directly with the principal businesses conducted by NSAM as of the date of the executive’s termination of employment; provided that the non-compete would not apply following termination if the termination was by NSAM without cause, by the executive with good reason (provided that a change of control did not occur prior to the termination) or upon expiration of the term due to NSAM’s non-renewal. Additionally, the employment agreements provide for certain payments and benefits in the event of a termination of employment under certain circumstances, as described below. Additionally, the employment agreements provided for certain payments and benefits in the event of a termination of employment under certain circumstances, as described below.

Termination of Employment Due to Death or Disability

Pursuant to the employment agreements, in the event that an executive’s employment terminated on account of death or disability (as defined in the employment agreement), the executive would have been entitled to the following payments and benefits:

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Termination of Employment Without Cause or for Good Reason

If an executive’s employment terminated for any reason other than: (i) due to and upon the expiration of the term of the employment agreement because the executive had given written notice not to extend the term; (ii) by NSAM for cause (as defined in the employment agreement); (iii) by the executive without good reason (as defined in the employment agreement); or (iv) due to the executive’s death or disability, the executive could have been entitled to the following payments and benefits:

In order to have received the payments and benefits described above, an executive would have been required to execute and deliver an effective release of claims against NSAM and related parties within 30 days after the date of the executive’s termination.

Change of Control

The employment agreements did not provide for any payments or benefits in the event of a change of control of NSAM, NorthStar Realty or NorthStar Europe in which the executive’s employment was not terminated. See below for information relating to the treatment of the NSAM Incentive Plan and the awards granted thereunder, the awards granted under the NRF Incentive Plan and the awards granted in connection with NSAM’s spin-off from NorthStar Realty upon a change of control based on the terms of such plans and awards.

No Tax Gross-Up

The executive employment agreements provided that, in the event that any payment or benefit to be paid or provided to an executive would be subject to the excise tax under Sections 280G and 4999 of the Internal Revenue Code, payments and benefits to such executive would be reduced to the extent necessary to avoid the imposition of such excise tax, but only if such reduction would result in a greater after-tax benefit to the executive.

Incentive Plan Awards

The NRF Incentive Plan, NSAM Incentive Plan and the awards granted thereunder provided for full or partial acceleration of vesting of the awards granted under the NRF Incentive Plan and the NSAM Incentive Plan

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upon a termination of employment in certain circumstances or a change of control of NSAM, NorthStar Realty or NorthStar Europe. The discussion below describes these provisions.

Termination of Employment

In the event one of NSAM’s executive officer’s employment was terminated without cause or by the executive for good reason or as a result of death or disability, then:

Following NSAM’s spin-off from NorthStar Realty, termination of employment under the NRF Incentive Plan referred to the termination of employment from all of NorthStar Realty, NSAM and their respective subsidiaries. The vesting of awards described above was subject to the executive’s execution of a general release of claims in favor of NorthStar Realty and related persons and entities with respect to awards under the NRF Incentive Plan, or NSAM and related persons and entities with respect to awards under the NSAM Incentive Plan.

Change of Control

In the event of a change of control of NSAM:

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If the change of control had occurred prior to the end of the fiscal year, the amount of the annual cash bonus pool and long-term bonus pool used to determine the amount of the awards for the year would have been adjusted on an equitable basis (i.e., annualized) to reflect the shortened plan year and each of NSAM, NorthStar Realty and NorthStar Europe would have had the option to pay its portion of the long-term bonuses in cash instead of equity. Under the NSAM Incentive Plan and the awards granted thereunder, a change of control of NorthStar Realty would be treated in the same manner as a change of control of NSAM, except that such a change of control would have had no impact on the NorthStar Europe equity awards (or portions of equity awards granted prior to the spin-off of NorthStar Europe from NorthStar Realty that, as a result of distributions and/or anti-dilution adjustments made in connection with such spin-off, relate to equity in NorthStar Europe) issued or issuable thereunder. Under the NSAM Incentive Plan and the awards granted thereunder, a change of control of NorthStar Europe would have been treated in the same manner as a change of control of NSAM with respect to the NorthStar Europe equity awards (or portions of equity awards granted prior to the spin-off of NorthStar Europe from NorthStar Realty that, as a result of distributions and/or anti-dilution adjustments made in connection with such spin-off, relate to equity in NorthStar Europe) issued or issuable thereunder and a proportional amount (based on NorthStar Europe’s share of the total base asset management fees payable by NorthStar Europe and NorthStar Realty for the most recently completed calendar quarter) of the equity awards of NSAM previously granted to NSAM’s executive officers as long-term bonus pursuant to the NSAM Incentive Plan that remained subject to vesting based solely on continued employment through a future date.

Spin-Off Grants

The terms of the awards granted in connection with NSAM’s spin-off from NorthStar Realty that relate to the manner in which these awards could have been treated in connection with a termination of employment or change of control of NSAM, NorthStar Realty or NorthStar Europe are described below.

Termination of Employment

Upon a termination of an executive’s employment without cause, by the executive for good reason or due to the executive’s death or disability:

The vesting of awards described above was subject to the executive’s execution of a general release of claims in favor of NSAM and related persons and entities.

Change of Control

Upon a change of control of NSAM or NorthStar Realty, the executives would have been entitled to full vesting of equity awards subject to vesting based solely on continued employment and vesting of a pro rata percentage of the Absolute TSR Awards and Relative TSR Awards based on the greater of the percentage of the performance period that had elapsed or the percentages of such awards that would have been earned if NSAM’s stock price at the end of the four-year period had been the same as the stock price on the date of the change of

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control. Upon a change of control of NorthStar Europe, the executives would have been entitled to vesting of a proportional amount of the unvested equity awards subject to vesting based solely on continued employment, as calculated in the same manner as is described above with respect to the equity awards in NSAM granted pursuant to the NSAM Incentive Plan.

Management Agreements with NorthStar Realty and NorthStar Europe

Pursuant to NSAM’s management agreements with NorthStar Realty and NorthStar Europe in effect prior to the closing of the Mergers, NorthStar Realty and NorthStar Europe agreed to pay directly or reimburse NSAM’s subsidiary that served as its manager for the portion of any severance paid by such manager or NSAM or its other subsidiaries to an individual pursuant to the terms of any employment, consulting or similar service agreement, including the employment agreements between NSAM or its subsidiaries and NSAM’s executive officers, that corresponded to or was attributable to: (i) the equity compensation that NorthStar Realty or NorthStar Europe, as applicable, was required to pay directly or reimburse NSAM pursuant to its management agreement with such manager; (ii) any cash and/or equity compensation paid directly by NorthStar Realty or NorthStar Europe, as applicable, to such individual as an employee or other service provider of NorthStar Realty or NorthStar Europe; and (iii) any amounts paid to such individual by such manager or NSAM or its other subsidiaries that NorthStar Realty or NorthStar Europe, as applicable, was obligated to reimburse such manager pursuant to the applicable management agreement. Notwithstanding the foregoing, in the event there was a change of control of NSAM that resulted in the acceleration of the vesting of performance-based equity awards that were granted by NorthStar Realty or NorthStar Europe for 2015 or thereafter pursuant to their obligation, collectively, to issue 50% of all compensation that NSAM decided to pay in equity, then NSAM would have been obligated to pay NorthStar Realty or NorthStar Europe, as applicable, an amount in cash equal to the fair market value of the accelerated awards.

Letter Agreements

In connection with the Mergers, NSAM entered into letter agreements with its executive officers that included a number of significant concessions by NSAM’s executive officers relating to the compensation that they otherwise would have been entitled to receive (and the terms that otherwise would have applied to them) as a result of the Mergers, including the following:

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Pursuant to the letter agreements, each of NSAM’s executive officers agreed not to receive the cash severance payments, pro-rated bonus and continuation of health benefits that he or she otherwise would have been entitled to receive in connection with the Mergers and agreed to amend his or her existing employment agreement to remove all of these provisions and all other provisions of these agreements that would have provided for any payments or benefit upon a termination of employment or change of control following the closing of the Mergers. As a result, none of NSAM’s executive officers will be entitled to receive any cash severance from us in the event of a termination of employment following the closing of the Mergers (other than nominal severance equal to one week of base salary).

The letter agreements provided for the replacement equity awards to be issued to NSAM’s executive officers by us as soon as practicable following the closing of the Mergers. As noted above, the maximum aggregate value of the replacement equity awards was approximately $52 million less than the estimated cash severance that NSAM’s executive officers would have been entitled to receive under their employment agreements if they voluntarily terminated their employment following the Mergers and was subject to further reduction because NSAM’s executive officers also agreed to have the number of shares subject to such awards attributed a minimum value of $15.00 per share. Pursuant to the terms of the letter agreements, the maximum value of each of NSAM’s executive officer’s replacement equity award was as follows: Mr. Hamamoto – $52,595,810; Mr. Tylis – $29,930,569; Mr. Gilbert – $23,082,043; Ms. Hess – $8,622,725 and Mr. Lieberman – $5,416,813. The number of shares of our common stock or LTIP units in our operating partnership subject to the replacement equity award granted to each of the NSAM executive officers was equal to the foregoing respective amounts, divided by the greater of (i) $15.00 per share or (ii) the volume weighted average price of a share of our common stock over the first five trading days immediately following the closing of the Mergers. The replacement equity award granted to each of NSAM’s executive officers was subject to vesting based on continued employment with us through the first anniversary of the closing of the Mergers (with accelerated vesting upon termination of employment by us without cause, by the executive with good reason or upon death or disability). In addition, for Messrs. Hamamoto and Gilbert, an additional one-year post-vesting holding requirement applies with respect to all of the shares or LTIP units that vest other than a specified amount to satisfy tax liabilities resulting from such vesting, provided that such holding period will lapse upon termination of employment by us without cause, by the executive with good reason or upon death or disability prior to the end of the holding period. Dividends and distributions are to be paid currently with respect to the replacement equity awards. The following are the number of shares or LTIP units subject to the replacement equity awards granted to NSAM’s executive officers pursuant to the letter agreements following the closing of the Mergers:

In addition, in order to create certainty for the parties to the Mergers and assist with the establishment of the exchange ratios in the merger agreement, each of NSAM’s executive officers agreed in these letter agreements to fix (i) the size of the annual cash bonus pool for 2016, (ii) the number of shares of common stock of NSAM and NorthStar Realty to be granted as long-term bonus for 2016 and (iii) the number of shares to be earned pursuant to the performance-based equity awards previously granted to each of NSAM’s executive officers (or to be granted for 2016) other than those with a performance period scheduled to end prior to the anticipated closing of the Mergers in 2017. The size of the annual cash bonus pool and the number of shares of common stock of NSAM and NorthStar Realty to be granted as long-term bonus for 2016 were fixed based on mutually agreed upon projections relating to 2016 performance and closing stock prices from May 27, 2016. The number of shares to be earned pursuant to the performance-based equity awards described above was based on stock prices prior to the signing of the merger agreement and an assumed closing date in January 2017 and reflected the

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agreement by Messrs. Hamamoto, Tylis and Gilbert to forfeit a majority of these performance-based equity awards that each was projected to earn upon the closing of the Mergers based on information available prior to the signing of the merger agreement. The following table illustrates the number of shares that could have been earned pursuant to these performance-based equity awards that each of the NSAM executive officers (i) will forfeit (including shares that Messrs. Hamamoto, Tylis and Gilbert were projected to earn but voluntarily agreed to forfeit and shares that the NSAM executive officers were not projected to earn) and (ii) will earn upon the closing of the Mergers:

Each of NSAM’s executive officers also agreed to modify the terms of the existing non-competition covenant contained within his or her existing employment agreement with NSAM or one of its subsidiaries. Pursuant to the existing employment agreements, each of NSAM’s executive officers generally agreed not to engage, directly or indirectly, within the United States in any business that competes directly with the principal businesses conducted by NSAM as of the date of his or her termination of employment. This non-competition covenant applied while each of NSAM’s executive officers was employed and for a period of one year after his or her termination, unless the termination was by NSAM without cause, by the executive with good reason (provided that a change of control did not occur prior to the termination) or upon expiration of the term due to NSAM’s non-renewal. Pursuant to the letter agreements, each of NSAM’s executive officers agreed that the non-competition covenant would apply in the event of any termination of employment. For Messrs. Hamamoto, Tylis and Gilbert, the non-competition covenant will apply for 12 months after termination or, if the termination is by us without cause or the executive with good reason, for 12 months after the closing of the Mergers. For Ms. Hess and Mr. Lieberman, the non-competition covenant will apply for 12 months after the closing of the Mergers in all circumstances. The effectiveness of the letter agreements was contingent upon the closing of the Mergers, which occurred on January 10, 2017.

Termination/Change of Control Compensation Table

The following table shows the potential payments to NSAM’s executive officers upon a termination of employment without cause or for good reason, upon a change of control of NSAM (other than the Mergers), upon the closing of the Mergers and upon the death or disability of the executive officer based on NSAM’s agreements and plans in effect as of December 31, 2016.

The types of events constituting cause, good reason, disability and a change of control differed in some respects among the different arrangements providing for benefits to the named executive officers; however, for consistency in presentation, NSAM’s executive compensation arrangements have been grouped together based on these concepts without regard for any such differences. NSAM’s executive officers were not entitled to any payments if they were terminated for cause or resigned without good reason or if they retired. In preparing the tables below, we assumed the applicable event (i.e., termination, change of control, the Mergers or death or disability) occurred on December 31, 2016. The closing price per share of NSAM’s common stock was $14.92 as of December 30, 2016. The closing of the Mergers occurred on January 10, 2017 and, as a result, potential payments upon the occurrence of any other event is no longer relevant.

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The tables above do not include payments and benefits to the extent NSAM generally provided them on a non-discriminatory basis to salaried employees upon termination of employment, including: (i) life insurance upon death in the amount of three times the employee’s annual salary but not exceeding a total of $750,000; and (ii) disability benefits. As a result of provisions in NSAM’s executive officers’ employment agreements, in the event that any payment or benefit to be paid or provided to an executive set forth above would have been subject to the excise tax under Sections 280G and 4999 of the Internal Revenue Code, the payments and benefits to such executive would have been reduced to the extent necessary to avoid the imposition of such excise tax, but only if such reduction would result in a greater after-tax benefit to the executive. The amounts set forth in the table above have not been adjusted to reflect any such reduction that might be applicable.

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