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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A
Proxy Statement Pursuant to Section 14(a) of
the Securities Exchange Act of 1934
(Amendment No.    )
Filed by the Registrant ☒          Filed by a Party other than the Registrant ☐
Check the appropriate box:

Preliminary Proxy Statement

Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

Definitive Proxy Statement

Definitive Additional Materials

Soliciting Material under §240.14a-12
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NEWS CORPORATION 
(Name of Registrant as Specified In Its Charter)
(Name of Person(s) Filing Proxy Statement if other than the Registrant)
Payment of Filing Fee (Check all boxes that apply):

No fee required

Fee paid previously with preliminary materials

Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11

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Notice of Annual Meeting of Stockholders
Date and Time
November 15, 2023, 10:00 a.m. (Eastern Standard Time)
Virtual Meeting Location
The 2023 Annual Meeting of News Corporation (the “Company”) will be held exclusively via live webcast at www.virtualshareholdermeeting.com/NWS2023.
Record Date
September 21, 2023
YOUR VOTE IS IMPORTANT
Even if you plan to participate in the Annual Meeting virtually, we encourage you to vote and submit your proxy in advance by:
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visiting www.proxyvote.com (common stock) or www.investorvote.com.au (CDIs)
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returning your signed proxy card or voting instruction form
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calling 1-800-690-6903 toll-free from the United States, U.S. territories and Canada (common stock only)
Advance voting deadlines are noted on page 77 of the proxy statement
Items to be Voted
consider any other business properly brought before the Annual Meeting and any adjournment or postponement thereof.
Eligibility to Vote
While all of the Company’s stockholders and all holders of CHESS Depositary Interests (“CDIs”) exchangeable for shares of the Company’s common stock are invited to attend and ask questions at the Annual Meeting, only stockholders of record of the Company’s Class B Common Stock and holders of CDIs exchangeable for shares of the Company’s Class B Common Stock at the close of business on September 21, 2023, the Record Date, are entitled to notice of, and to vote on the matters to be presented at, the Annual Meeting and any adjournment or postponement thereof. Holders of the Company’s Class A Common Stock and holders of CDIs exchangeable for shares of the Company’s Class A Common Stock are not entitled to vote on the matters to be presented at the Annual Meeting or any adjournment or postponement thereof.
Participating in the Annual Meeting
All holders of the Company’s common stock or CDIs as of the Record Date are invited to virtually attend and ask questions at the Annual Meeting. To participate, you will need the unique control number that was included in your proxy materials, in the case of common stock holders. If your shares of common stock are held in “street name,” meaning your shares are held in a brokerage account or by a bank or other nominee, and your proxy materials do not include a control number, you should contact the broker, bank or other nominee that holds your shares with any questions about obtaining a control number. CDI holders should follow the instructions on page 79 of the proxy statement to obtain a control number. Class B Common Stock holders may also vote electronically during the Annual Meeting by following the instructions provided on the meeting website during the Annual Meeting. There will be no physical location for the Annual Meeting this year, and you will not be able to attend the Annual Meeting in person. For more information, please see pages 79-80 of the proxy statement.
By Order of the Board of Directors,
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Michael L. Bunder
Corporate Secretary
October 4, 2023
Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting to be Held on November 15, 2023
The proxy statement and annual report for the fiscal year ended June 30, 2023 are available at www.proxyvote.com.
We are making the Notice of Internet Availability, proxy statement and the form of proxy first available on or about
October 4, 2023.

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The Company maintains a 52-53 week fiscal year ending on the Sunday nearest to June 30 in each year. Fiscal 2024, fiscal 2023, fiscal 2022 and fiscal 2021 will include or included 52, 52, 53 and 52 weeks, respectively. Unless otherwise noted, all references to the fiscal years ending June 30, 2024 and the fiscal years ended June 30, 2023, June 30, 2022 and June 30, 2021 relate to the fiscal years ending June 30, 2024 and the fiscal years ended July 2, 2023, July 3, 2022 and June 27, 2021, respectively. For convenience, the Company continues to date its financial statements as of June 30.
Website references throughout this document are provided for convenience only, and the content on the referenced websites is not incorporated by reference into this proxy statement.

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This document contains statements that constitute “forward-looking statements” within the meaning of Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and Section 27A of the Securities Act of 1933, as amended (the “Securities Act”). All statements that are not statements of historical fact are forward-looking statements. The words “expect,” “will,” “estimate,” “anticipate,” “predict,” “believe,” “should” and similar expressions and variations thereof are intended to identify forward-looking statements. These statements include statements regarding the intent, belief or current expectations of the Company, its directors or its officers with respect to, among other things, trends affecting the Company’s financial condition or results of operations and the Company’s strategy and strategic initiatives. Readers are cautioned that any forward-looking statements are not guarantees of future performance and involve risks and uncertainties. More information regarding these risks and uncertainties and other important factors that could cause actual results to differ materially from those in the forward-looking statements is set forth under the heading “Risk Factors” in Part I, Item 1A. in News Corporation’s Annual Report on Form 10-K for the fiscal year ended June 30, 2023, as filed with the Securities and Exchange Commission (the “SEC”) on August 15, 2023, and as may be updated in subsequent Quarterly Reports on Form 10-Q. The “forward-looking statements” included in this document are made only as of the date of this document and the Company does not have and does not undertake any obligation to publicly update any “forward-looking statements” to reflect subsequent events or circumstances, and the Company expressly disclaims any such obligation, except as required by law or regulation.

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PROXY SUMMARY
We provide below highlights of certain information contained elsewhere in this proxy statement. This summary does not contain all of the information you should consider before you decide how to vote. You should read the entire proxy statement carefully before voting.
2023 Annual Meeting of Stockholders
Date and Time:
November 15, 2023 at 10:00 a.m. (Eastern Standard Time)
Virtual Meeting Location:
The Annual Meeting will be held exclusively via live webcast at www.virtualshareholdermeeting.com/NWS2023. For further information about participating in the Annual Meeting, please see “Information About the Annual Meeting—Participating in the Annual Meeting” beginning on page 79.
Record Date:
September 21, 2023
Voting:
Holders of Class B Common Stock are entitled to vote on the Internet at www.proxyvote.com, by telephone at 1-800-690-6903 or by completing and returning their proxy card or voting instruction form by 11:59 p.m. (Eastern Standard Time) on November 14, 2023; or by participating in the Annual Meeting at www.virtualshareholdermeeting.com/NWS2023.
Holders of Class B CDIs are entitled to vote on the Internet at www.investorvote.com.au or by completing and returning their voting instruction form by 5:00 p.m. (Australian Eastern Daylight Time) on November 10, 2023.
Voting Matters
Page
Voting Standard
Board Vote Recommendation
Majority of votes cast
FOR each Director nominee
Majority of votes cast
FOR
Majority of votes cast
FOR
Recent Corporate Governance Highlights
Taking into account feedback from stockholders, the Company over the past year:
Continued share repurchases. The Company continued to execute on our $1 billion stock repurchase program that includes both classes of common stock.
Published annual ESG report. The Company has increased transparency of our ESG mission, goals and progress through an annual standalone ESG report, which includes indices aligned to the Sustainability Accounting Standards Board (“SASB”), Global Reporting Initiative (“GRI”) and Task Force on Climate-related Financial Disclosures (“TCFD”) reporting frameworks.
Reviewed Board and Committee leadership. Following the retirement of Peter Barnes from the Board in November 2022, the Board, upon the recommendation of the Nominating and Corporate Governance Committee, reviewed its leadership structure and that of its committees and appointed Masroor Siddiqui as the independent Lead Director and Chair of the Audit Committee, and Kelly Ayotte as Chair of the Compensation Committee.
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PROXY SUMMARY
Corporate Governance Practices
Annual Election of All Directors
Director Overboarding Policy
Majority Vote Standard and Director Resignation Policy in Uncontested Director Elections
All Audit Committee Members are “Audit Committee Financial Experts”
Independent Lead Director with Robust Responsibilities
Compensation Committee Oversees Chief Executive Officer (“CEO”) Succession Planning Process
Key Standing Board Committees Comprised Solely of Independent Directors
Robust Global Compliance Program including Compliance Steering Committee overseen by the Audit Committee
Executive Sessions of Independent Directors Held at Every Regular Board Meeting
Active Stockholder Engagement Program with Unaffiliated Class A and Class B Stockholders
Annual Board and Committee Self-Evaluations
Comprehensive Standards of Business Conduct and Statement of Corporate Governance
Risk Oversight by the Board and Committees
Board and Committee Oversight of and Commitment to ESG Matters, including Climate Change and Diversity, Equity and Inclusion
No Stockholder Rights Plan (“poison pill”)
ESG Goals, Efforts and Progress Shared with Stockholders through Annual ESG Report
Board of Directors
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(a)
Mr. K.R. Murdoch is not standing for re-election at the Annual Meeting and will step down from the Board and as Executive Chair of the Company upon the election of Directors at the Annual Meeting. Following the Annual Meeting, Mr. K.R. Murdoch will serve as Chairman Emeritus of the Company and Mr. L.K. Murdoch will serve as sole Chair of the Board.
(b)
For more details on the Board’s leadership structure, including the role and responsibilities of the independent Lead Director, see “Corporate Governance Matters—Board Leadership Structure” beginning on page 12.
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PROXY SUMMARY
Board Nominee Diversity
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Fiscal 2023 Business Highlights
The Company reported revenues of $9.88 billion, a 5% decrease compared to $10.39 billion in the prior year, reflecting the absence of the 53rd week and the negative impact of foreign currency fluctuations.
Net income was $187 million, inclusive of $231 million of non-cash write-downs and restructuring charges, compared to net income of $760 million in the prior year, which included a $149 million tax benefit.
The Company reported Total Segment EBITDA* of $1.42 billion, as compared to $1.67 billion in the prior year.
Net cash provided by operating activities decreased $262 million to $1.09 billion and free cash flow available to News Corp* decreased $213 million to $450 million.
Digital revenues accounted for over 50% of total revenues for the full year, marking a key inflection point in the transformation of the Company.
The Company continued to execute under its $1.0 billion stock repurchase program.
*
Total Segment EBITDA and free cash flow available to News Corp are non-GAAP financial measures. For information on these metrics, as defined by the Company, including reconciliations to the most comparable GAAP measures, please see pages 43-44 and 51-52, respectively, of the Company’s Annual Report on Form 10-K for the year ended June 30, 2023 filed with the SEC on August 15, 2023.
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PROXY SUMMARY
Executive Compensation Highlights
We Pay for Performance
We Seek to Mitigate Compensation-Related Risk
Majority of our named executive officers’ (“NEOs”’) fiscal 2023 target compensation was “at risk,” variable and performance-based:
 80% for the Executive Chair
 82% for the CEO
 76% for the Chief Financial Officer
(“CFO”)
 70% for the General Counsel
Annual compensation risk assessment
Clawback policy for NEOs and certain other employees, which will be updated as required to comply with applicable Nasdaq listing rules
Anti-hedging and anti-pledging policy applicable to all Directors and employees, including the NEOs
70% of equity compensation and two-thirds of target annual cash incentive compensation is tied to performance against pre-established, specific, measurable financial performance targets
Rigorous stock ownership guidelines for the CEO, CFO, General Counsel and Non-Executive Directors (as defined herein)
Balanced mix of diversified long- and short-term performance metrics to incentivize and reward the achievement of multi-dimensional aspects of our operational and long-term business strategy
No guaranteed bonuses
No “single trigger” cash severance or automatic vesting of equity awards based solely upon a change in control of the Company
Performance on ethics and compliance and other ESG objectives impacts payout of individual qualitative portion of annual cash incentive awards
For additional information on our executive compensation, see the “Compensation Discussion and Analysis,” which begins on page 32, and the “Summary Compensation Table” and other related tables and disclosure in “Executive Compensation,” which begin on page 50.
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PROPOSAL NO. 1:
ELECTION OF DIRECTORS
Our Board has nominated seven Directors for election at this Annual Meeting to hold office until the next annual meeting or until their successors are duly elected and qualified. If, for any reason, any of the Director nominees become unavailable for election, the Directors may reduce the size of the Board or the proxy holders (as defined herein), to the extent permitted under SEC rules, will exercise discretion to vote for a substitute nominee proposed by the Board. The information with respect to principal occupation or employment, other affiliations and business experience was furnished to the Company by the respective Director nominees. The ages shown are as of October 4, 2023. Each of the Director nominees has indicated that he or she will be able to serve if elected and has agreed to do so.
Mr. K.R. Murdoch is not standing for re-election at the Annual Meeting and will step down from the Board and as Executive Chair of the Company upon the election of Directors at the Annual Meeting. Following the Annual Meeting, Mr. K.R. Murdoch will serve as Chairman Emeritus of the Company and Mr. L.K. Murdoch will serve as sole Chair of the Board. In connection with Mr. K.R. Murdoch’s retirement, the size of the Board will be automatically reduced to seven Directors upon the election of Directors at the Annual Meeting. The Board thanks Mr. K.R. Murdoch for his service and contributions.
The Board remains focused on Board succession planning. The Nominating and Corporate Governance Committee regularly reviews and evaluates Board composition, including its size and the qualifications, skills and characteristics represented in the current Board, and makes recommendations to the Board as appropriate.
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PROPOSAL NO. 1: ELECTION OF DIRECTORS
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Lachlan K. Murdoch, age 52
Co-Chair

Director since: June 2013

Other Current Reporting Company Directorships: Fox Corporation (2019-present)
Lachlan K. Murdoch has served as Co-Chair of the Company since 2014, and, following the Annual Meeting, will serve as sole Chair of the Board. He has been Executive Chair of Fox Corporation since 2019 and Chief Executive Officer since 2018. Mr. L.K. Murdoch served as Executive Chairman of the Company and Fox Corporation’s former parent, Twenty-First Century Fox, Inc. (“21st Century Fox”), a diversified global media and entertainment company from 2015 to 2019, its Co-Chairman from 2014 to 2015 and a Director from 1996 to 2019. He has served as Executive Chairman of Illyria Pty Ltd, a private company, since 2005, and served as Executive Chairman of NOVA Entertainment, an Australian media company, from 2009 to 2022. Mr. L.K. Murdoch was a Director of Ten Network Holdings Limited, an Australian media company, from 2010 to 2014 and its Non-Executive Chairman from 2012 to 2014, after serving as its Acting Chief Executive Officer from 2011 to 2012. Mr. L.K. Murdoch held a variety of roles at 21st Century Fox following joining in 1994, including serving as Deputy Chief Operating Officer from 2000 to 2005. Mr. L.K. Murdoch is the son of Mr. K.R. Murdoch, the Company’s Executive Chair who, following the Annual Meeting, will become Chairman Emeritus.
Mr. L.K. Murdoch brings to the Board a wealth of knowledge regarding the Company’s operations and the media industry, as well as management and strategic skills. With his extensive experience serving in several senior leadership positions within Fox Corporation and 21st Century Fox, and at various operating units within the Company, in particular as head of News Limited (now known as News Corp Australia) and the New York Post. Mr. L.K. Murdoch offers the Board strong leadership in developing global strategies and guiding the overall corporate agenda.
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Robert J. Thomson, age 62
Chief Executive

Director since: June 2013
Robert J. Thomson has served as the Company’s Chief Executive since January 2013. He served as Editor-in-Chief of Dow Jones and Managing Editor of The Wall Street Journal from 2008 to 2012. Mr. Thomson previously served as Publisher of Dow Jones from 2007 to 2008, after serving as Editor of The Times of London from 2002 to 2007. Prior to that role, he was Managing Editor of the U.S. edition of the Financial Times.
Through his position as the Company’s Chief Executive, Mr. Thomson has an intimate knowledge of the Company’s operations. Mr. Thomson has extensive business, operational and international experience in the publishing industry through his career as a financial journalist, foreign correspondent and editor. Under his management and leadership, The Wall Street Journal was consistently one of the most innovative and successful newspapers in the U.S. and also greatly expanded its global reach through the digital initiatives of WSJ.com. As Managing Editor of the U.S. edition of the Financial Times, Mr. Thomson led its drive into the U.S. market, where sales trebled during his tenure. His keen understanding of the evolving U.S. and international markets in which the Company operates and his commitment to generating high quality content make him a valuable resource for the Board.
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PROPOSAL NO. 1: ELECTION OF DIRECTORS
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Kelly Ayotte, age 55
Independent Director

Director since: April 2017

Committees: Compensation (Chair); Nominating and Corporate Governance

Other Current Reporting Company Directorships: Blackstone Inc. (2019-present); Boston Properties, Inc. (2018-present)
Kelly Ayotte served as a United States Senator for the State of New Hampshire from 2011 to 2017. While in the Senate, she served on the Armed Services, Budget, Commerce, Homeland Security and Governmental Affairs, and Small Business and Entrepreneurship Committees. Prior to her election to the Senate, Ms. Ayotte served as Chief of the Homicide Prosecution Unit and Deputy Attorney General of New Hampshire before being named New Hampshire’s first female Attorney General, in which role she served from 2004 until 2009. Ms. Ayotte serves on the Boards of Directors of Blackstone Inc., Boston Properties, Inc., BAE Systems, Inc., a defense contractor, and Blink Health LLC, a technology platform for prescription drugs, and was a Director of Caterpillar Inc. from 2017 to 2023 and Bloom Energy Corporation from 2017 to 2019. She also serves on an advisory board for Microsoft Corporation.
Ms. Ayotte brings to the Board strong leadership and strategic planning skills as well as in-depth knowledge in the areas of public policy, government and law. She offers valuable insights on private sector innovation from her service on the Senate Commerce Committee, including on its Subcommittee on Communications, Technology, Innovation and the Internet, as well as financial experience from her service on the Senate Budget Committee.
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José María Aznar, age 70
Independent Director

Director since: June 2013

Committees: Audit; Nominating and Corporate Governance (Chair)
José María Aznar has served as the President of the Foundation for Social Studies and Analysis, a political research and educational organization focused on Spain, since 1989. Mr. Aznar served as the President of Spain from 1996 to 2004. He was the Executive President of the Partido Popular of Spain from 1990 to 2004 and its Honorific President from 2004 to 2016, and also served on the State Council of Spain from 2005 to 2006. He is the President of el Instituto Atlántico de Gobierno, an organization for higher education that he founded in 2014. Mr. Aznar has been a Director of Afiniti, a developer of artificial intelligence systems, since 2016, and served as President of the Honorary Board of the Bussola Institute from 2017 to 2021. Mr. Aznar served as a Director of 21st Century Fox from 2006 until 2013.
Mr. Aznar, with his extensive experience, including serving as President of Spain, brings knowledge, expertise and an international perspective to the Board, providing valuable insight into political and governmental matters throughout the world. He has a unique and deep knowledge with respect to several countries in which the Company operates. Mr. Aznar was trained as a public accountant.
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PROPOSAL NO. 1: ELECTION OF DIRECTORS
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Natalie Bancroft, age 43
Independent Director

Director since: June 2013

Committees: Compensation; Nominating and Corporate Governance
Natalie Bancroft is a professionally trained opera singer, has studied journalism and is a graduate of L’Institut de Ribaupierre in Lausanne, Switzerland. From 2020 to 2022, Ms. Bancroft was a co-founder of SpoonFull LLC, a technology company focused on independent restaurant supply chains. Ms. Bancroft served as a Director of the California Ballet from 2019 to 2022 and the Pacific Arts Society, a non-profit performing arts company, from 2016 to 2021. Ms. Bancroft has a culturally diverse background, having lived across Europe, and speaks several languages fluently. Ms. Bancroft served as a Director of 21st Century Fox from 2007 until 2013.
Ms. Bancroft brings public company board and committee experience to the Board gained from her service as a current Director and member of both the Company’s Compensation and Nominating and Corporate Governance Committees, and as a former Director of 21st Century Fox and member of its Nominating and Corporate Governance Committee. Ms. Bancroft’s public company board and committee service and international experience add valuable perspective to the deliberations of the Board.
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Ana Paula Pessoa, age 56
Independent Director

Director since: June 2013

Committees: Audit; Nominating and Corporate Governance

Other Current Reporting Company Directorships: Cosan S.A. (2022-present); Suzano S.A. (2019-present)
Ana Paula Pessoa has been a Partner of Kunumi Inteligencia Artificial SA (“Kunumi”), an artificial intelligence company in Brazil, since 2017; she also served as Chair from 2017 to 2022, a Director from 2017 to 2023 and Chief Strategy Officer from 2017 to 2019. She previously served as the Chief Financial Officer of the 2016 Olympic and Paralympic Summer Games in Rio de Janeiro from 2015 to 2017 and as a Partner at Brunswick Group, an international corporate communications firm, from 2012 to 2015. She founded Avanti SC, a strategic planning consulting firm, in 2000, and until 2015 was a partner in Black-Key Participações SA, which invested in digital start-up companies in Brazil, and Neemu Internet, an e-commerce technology firm. Ms. Pessoa previously served in numerous roles during her 18-year career at the Globo Organizations (“Globo”), a media group in South America, most recently as the Chief Financial Officer from 2001 to 2011 and New Business Director from 2008 to 2011 of Infoglobo, the newspaper, Internet and information services business of Globo. She also served as a Director of Globo’s subsidiaries including Valor Econômico, a financial newspaper in Brazil, and Zap Internet, an online classified ad service in Brazil, from 2001 to 2011 and as a Director of SPIX Macaw Internet SA, an online news distribution start-up company, from 2009 to 2011. Ms. Pessoa currently serves on the Boards of Directors of Suzano S.A. and Cosan S.A., in addition to several non-profit boards, and served as a Director of Vinci SA from 2015 to 2023 and Credit Suisse Group AG from 2018 to 2023.
Ms. Pessoa brings to the Board strong strategic leadership, business development and financial skills, including from her roles with Kunumi, the Olympic Games and Brunswick Group, as well as digital expertise through leading and investing in technology companies. Ms. Pessoa also contributes in-depth knowledge of the media industry, having gained extensive experience during her tenure at Globo with its newspaper, Internet, cable and satellite television and telecom operations.
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PROPOSAL NO. 1: ELECTION OF DIRECTORS
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Masroor Siddiqui, age 51
Independent Lead Director

Director since: June 2013

Committees: Audit (Chair); Compensation
Masroor Siddiqui is the Chief Executive Officer of Naya Capital Management UK Limited, an investment firm he co-founded in May 2012. He was previously a Partner at the Children’s Investment Fund Management (UK) LLP, a hedge fund, from 2009 to 2011 and a Managing Director at Canyon Partners, an investment firm, from 2006 to 2009. Mr. Siddiqui previously served as a Senior Vice President at Putnam Investments, where he was responsible for a broad range of investments.
Mr. Siddiqui has significant experience in finance and investing with a focus on media investments. He offers the Board valuable insights on global markets and industries relevant to the Company’s businesses.
FOR
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THE BOARD UNANIMOUSLY RECOMMENDS A VOTE “FOR” THE ELECTION OF EACH OF THE NOMINEES LISTED ABOVE.
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CORPORATE GOVERNANCE MATTERS
The Company is committed to maintaining a strong ethical culture and robust governance practices that benefit the long-term interests of stockholders. Our Board regularly reviews and updates its compliance and training programs and corporate governance policies and practices in light of stockholder feedback, changes in applicable laws, regulations and stock exchange requirements and the evolving needs of the Company’s businesses. Our corporate governance practices include:
Board Composition and Practices
Majority of independent Directors
Independent Lead Director with robust responsibilities
Executive sessions of independent Directors held at every regular Board meeting
Annual Board and committee self-evaluations
Director overboarding policy, with which all current Board members comply
Board Committees
Key standing Board Committees comprised solely of independent Directors
Committees authorized to retain independent advisors
All Audit Committee members are “audit committee financial experts”
Compensation Committee oversees CEO succession planning process
Stockholder Rights and Engagement
Annual election of all Directors
Majority vote standard and Director resignation policy in uncontested Director elections
Annual stockholder advisory vote to approve NEO compensation
Active stockholder engagement program with our unaffiliated Class A and Class B stockholders that includes participation by independent Directors
No stockholder rights plan (“poison pill”)
Strategy, Risk, Compliance and ESG Oversight
Board sets the strategic vision for the Company
Annual review of long-term strategic plan and discussion of strategy at every regular meeting
Board oversees management’s identification and management of risk
Involvement at both full Board and individual committee level
Audit Committee assists the Board in its oversight of the Global Compliance Program and the activities of the Company’s Compliance Steering Committee
Board and its Committees oversee ESG matters
Company’s goals, efforts and progress on such matters shared with stockholders through annual ESG report
Equity and Compensation
Stock ownership guidelines for the CEO, CFO, General Counsel and Non-Executive Directors
Prohibitions on hedging and pledging Company stock by Directors and employees, including the NEOs
Clawback policy for executive officers and certain other employees, which will be updated as required to comply with applicable Nasdaq listing rules
Corporate Governance Policies
The Board has adopted a Statement of Corporate Governance that sets forth the Company’s corporate governance guidelines and practices. The Statement of Corporate Governance addresses, among other things, the composition and functions of the Board and its committees, Director independence, Board
membership criteria, Director compensation and equity ownership requirements and management evaluation and succession.
The Board has also adopted the Standards of Business Conduct, which are applicable to all
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CORPORATE GOVERNANCE MATTERS
Directors, officers and employees of the Company. The Standards of Business Conduct confirm the Company’s policy to conduct its affairs in compliance with all applicable laws and regulations and observe the highest standards of business ethics.
The Statement of Corporate Governance, the Standards of Business Conduct and each of the Board committee charters, along with other corporate governance policies, are available on the
Company’s website at www.newscorp.com under “Corporate Governance.” If the Company waives the Standards of Business Conduct or amends certain of its provisions with respect to any executive officer or Director, it will post the amendment or waiver at the same location on its website, as required by applicable rules, within four business days following the amendment or waiver.
Stockholder Engagement
The Board believes that continual and transparent communication with our stockholders is a key component of strong corporate governance. The Board views stockholder outreach as an area of priority and oversees the Company’s engagement program, which includes a specific focus on corporate governance. Our independent Directors, including our Lead Director, also directly participate in certain engagements. In fiscal 2023, our outreach program included engagement with unaffiliated stockholders representing approximately 30% of the outstanding Class B Common Stock and over 60% of the outstanding Class A Common Stock.
The Board strongly values the feedback our stockholders have provided on a wide range of topics, including Board oversight of our business strategy, capital allocation, capital structure, corporate governance, Board composition, management succession planning, executive compensation, sustainability and the Company’s financial and operating performance. This input is shared with the Board and its relevant committees and informs the Company’s strategy and policies as we seek to build long-term value for our stockholders.
For example, in line with feedback received from stockholders, in fiscal 2023 the Company:
focused on differentiating News Corp from some of our global peers, by emphasizing Dow Jones and, in particular, the professional information business;
continued our investment focus on core growth pillars, including the integration of Oil Price Information Service (“OPIS”) and Chemical Market Analytics (“CMA”) by Dow Jones amid a heightened focus on global commodities;
continued transparency of our environmental, social and governance mission, goals and progress through publication of our annual ESG report, which includes indices aligned to SASB, GRI and TCFD reporting frameworks;
reviewed Board and committee leadership, resulting in the Board’s appointment of Masroor Siddiqui as the independent Lead Director and Chair of the Audit Committee, and Kelly Ayotte as Chair of the Compensation Committee, following Peter Barnes’s retirement from the Board in November 2022;
incorporated performance on ethics and compliance and other ESG goals as a negative-only factor in the determination of the payout of the qualitative portion of the NEOs’ annual cash incentive;
continued executing on our $1 billion stock repurchase program that includes both classes of common stock; and
maintained a focus on a healthy balance sheet, strong cash generation and cost reduction initiatives.
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CORPORATE GOVERNANCE MATTERS
Annual Director Elections and Majority-Voting Policy
All Directors are elected annually by our stockholders. In an uncontested election, each Director must be elected by a majority of the votes cast, meaning that the number of votes cast “FOR” a Director’s election must exceed the number of votes cast “AGAINST” that Director’s election. In a contested election, each Director will be elected by a plurality of votes cast. Under our Statement of Corporate Governance, an incumbent Director who
does not receive a majority of votes cast in an uncontested election must submit his or her resignation to the Board within 10 days. Within 90 days of the date of the certification of the election results, the Board will determine, considering all factors it deems relevant (including those set forth in our Statement of Corporate Governance), whether to accept the resignation.
Director Independence
Our Statement of Corporate Governance requires that the Board be comprised of a majority of “independent directors” in accordance with the listing rules of The Nasdaq Stock Market, LLC (“Nasdaq”). The Board, upon the recommendation of the Nominating and Corporate Governance Committee, will review and determine the independence of each Director at least annually and at other times as appropriate. The Board considers all relevant facts and circumstances in making an independence determination as to each Director, including but not limited to any relationships and
transactions between the Director (and his or her immediate family members and affiliated entities) and the Company and its affiliates.
As a result of its review in August 2023, the Board affirmatively determined that Mmes. Ayotte, Bancroft and Pessoa and Messrs. Aznar and Siddiqui are independent under the standards set forth in Nasdaq listing rules. In August 2022, the Board previously affirmatively determined that Mr. Peter Barnes, who served on the Board during fiscal 2023, was independent.
Independent Oversight and Executive Sessions of Independent Directors
The Board believes its independent oversight function is further enhanced by our Audit, Compensation and Nominating and Corporate Governance Committees being comprised entirely of independent Directors.
In addition, the independent Directors of the Board generally meet in executive session without management present at every regularly scheduled
Board meeting and other times as appropriate. During fiscal 2023, the independent Directors met in executive session 13 times, including in 8 meetings of a special committee comprising solely the independent Directors, which was formed to consider a proposal to enter into a potential combination with Fox Corporation (the “Special Committee”).
Board Leadership Structure
Executive Chair: K. Rupert Murdoch
Co-Chair: Lachlan K. Murdoch
Independent Lead Director: Masroor Siddiqui
Chief Executive: Robert J. Thomson
Currently, our Board leadership consists of our Executive Chair, Co-Chair, independent Lead Director, Chief Executive and strong committee chairs. Mr. K.R. Murdoch serves as the Executive Chair of the Board, while Mr. Thomson serves as the Chief Executive and a Director. Both Messrs. K.R. Murdoch and Thomson are considered executive officers of the Company.
Mr. K.R. Murdoch is not standing for re-election at the Annual Meeting and will step down from the Board and as Executive Chair of the Company upon the
election of Directors at the Annual Meeting. Following the Annual Meeting, Mr. K.R. Murdoch will serve as Chairman Emeritus of the Company and Mr. L.K. Murdoch will serve as sole Chair of the Board. As Chairman Emeritus, Mr. K.R. Murdoch will serve as a consultant to the Board and/or the committees of the Board and may attend Board and committee meetings, although his attendance will not count for quorum purposes and he will not have any of the responsibilities or liabilities of a Director, nor any of a Director’s rights, powers or privileges.
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Our Statement of Corporate Governance provides that the Board is responsible for establishing and maintaining the most effective leadership structure for the Company. To retain flexibility in carrying out this responsibility, the Board does not have a policy on whether the Chair of the Board shall be an independent member of the Board. However, if the Chair is not an independent Director, an independent Director shall be designated by a majority of the independent Directors of the Board to serve as Lead Director for a period of at least one year. Mr. Siddiqui, an independent Director, currently serves as our Lead Director.
The Board believes our current leadership structure is effective, provides independent Board leadership and serves the best interests of our stockholders at this time. The Board believes that this structure allows our Chief Executive to focus on his duties in managing the day-to-day operations of the Company, while benefiting from Mr. K.R. Murdoch’s and Mr. L.K. Murdoch’s invaluable knowledge and expertise regarding the Company’s businesses and strategies. In addition, the Board believes that the role of the Lead Director is structured with sufficient authority to serve as an effective counter-balance to management.
Lead Director Duties and Responsibilities
Presiding over all meetings of the Board at which the Executive Chair and Co-Chair are not present, including executive sessions of the Non-Executive Directors and the independent Directors
Calling meetings of the Non-Executive Directors and/or independent Directors, if desired
Communicating to the Chairs feedback from executive sessions, as appropriate
Participating in the Compensation Committee’s evaluation of the performance of the CEO
Serving as liaison between the Chairs and the independent Directors
Supervising annual self-evaluations of the Directors in coordination with the Nominating and Corporate Governance Committee
Meeting with the Audit Committee and/or the Compliance Steering Committee periodically
Supervising the Board’s determination of the independence of its Directors
Approving Board meeting agendas and information sent to the Board
Ensuring availability for consultation and direct communications, if requested by major stockholders
Approving meeting schedules to assure that there is sufficient time for discussion of all agenda items
Masroor Siddiqui has served as Lead Director since November 2022. In recognition of his strong leadership and skills, the independent Directors re-elected Mr. Siddiqui as Lead Director in August 2023 to serve a term ending at the 2024 annual meeting of stockholders or until his successor is elected and qualified. Mr. Siddiqui has performed duties beyond the required duties set forth above, which included:
serving in a leadership role among the independent Directors (including leading the efforts of the Special Committee) and regularly consulting them between meetings;
regularly meeting with senior management, including to report feedback from the independent Directors; and
meeting with unaffiliated holders of both Class A Common Stock and Class B Common Stock, and reporting feedback from these stockholders to the full Board.
The Board reviews its leadership structure at least annually, taking into account the responsibilities of the leadership positions and the Directors qualified to hold such positions. In conducting this review, the Board considers, among other things: (i) our policies and practices that provide independent Board oversight, (ii) the effect a particular leadership structure may have on Company performance, (iii) the structure that serves the best interests of our stockholders, and (iv) any relevant legislative or regulatory developments. The Board will continue to monitor the appropriateness of this leadership structure.
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Board Committees
The Board has three key standing committees: the Audit Committee, the Compensation Committee and the Nominating and Corporate Governance Committee. Each committee is governed by a written charter approved by the Board. For more information, see “—Corporate Governance Policies.”
Audit Committee
Primary Responsibilities
Assist the Board in its oversight of:
 the Company’s accounting and financial reporting processes and systems of internal control, including the audits of the Company’s financial statements and the integrity of its financial statements;
 the qualifications, independence and performance of the Company’s independent registered public accounting firm and the performance of the Company’s corporate auditors and corporate audit function;
 the Company’s compliance with legal and regulatory requirements involving financial, accounting and internal control matters;
 investigations into complaints concerning financial matters;
 risks that may have a significant impact on the financial statements;
 the Global Compliance Program and the activities of the Compliance Steering Committee;
 the Company’s policies and practices with respect to risk assessment and risk management, including discussing with management the Company’s major financial and cyber-related risk exposures and steps taken to monitor and control such exposures; and
 the review, approval and ratification of related person transactions.
Financial Expertise and Independence
The Board has determined that all of the members of the Audit Committee are financially literate (in accordance with Nasdaq listing rules), “audit committee financial experts” (as defined under SEC rules) and independent (in accordance with SEC rules and Nasdaq listing rules for directors and audit committee members).
Report
The Report of the Audit Committee is set forth beginning on page 28 of this proxy statement.
Met 8 times in fiscal 2023
Members
Masroor Siddiqui (Chair)
José María Aznar
(beginning November 2022)
Ana Paula Pessoa
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Compensation Committee
Primary Responsibilities
 to review and approve goals and objectives relevant to the compensation of the CEO, evaluate the performance of the CEO and recommend to the Board the compensation of the CEO;
 to consider, authorize and oversee the incentive compensation plans in which the Company’s executive officers participate and the Company’s equity-based plans, including the granting of awards thereunder;
 to review and approve equity awards and other fixed and performance-based compensation, benefits and terms of employment of the executive officers and such other senior executives as identified by the Compensation Committee;
 to review and approve employment and severance arrangements for executive officers, including employment, separation, change-in-control and similar agreements;
 to review and approve or ratify principal terms of other employment and separation arrangements that meet certain criteria (e.g., exceed certain compensation thresholds) set by the Compensation Committee;
 to review the recruitment, retention, compensation, termination and severance policies and other benefit plans for senior executives;
 to review and assist with the development of executive succession plans and to consult with the CEO regarding the selection of senior executives;
 to review annually the form and amount of compensation of Non-Executive Directors for service on the Board and its committees and to recommend changes to the Board as appropriate;
 to review the Company’s compensation policies and practices for its employees to determine whether they create risks that are reasonably likely to have a material adverse effect on the Company;
 to oversee engagement and communications with stockholders on executive compensation and human capital matters, and review and assess the results of stockholder votes on executive compensation matters, including the Company’s most recent advisory vote on executive compensation;
 to approve the Company’s clawback policy, oversee its administration and review and revise the same from time to time as appropriate; and
 to assist the Board, as necessary, in reviewing and assessing the Company’s risks, opportunities, strategies and policies related to human capital management, including with respect to matters such as diversity, equity and inclusion, health, safety and security, workforce engagement and culture, and
talent development and retention.
Independence
The Board has determined that all of the members of the Compensation Committee are “non-employee directors” (within the meaning of Rule 16b-3 of the Exchange Act) and independent (in accordance with SEC rules and Nasdaq listing rules for directors and compensation committee members).
Delegation
Pursuant to its charter, the Compensation Committee may delegate its authority to one or more subcommittees, members of the Board or officers of the Company, to the extent permitted by law, when it deems appropriate and in the best interests of the Company. The Compensation Committee has delegated to Messrs. K.R. Murdoch and Thomson the authority to make awards of stock-based compensation within certain prescribed limits to eligible employees and other service providers who are not Section 16 officers or Directors of the Company. Any awards made by Messrs. K.R. Murdoch or Thomson pursuant to this authority are reported to the Compensation Committee on an annual basis. Further discussion of the processes and procedures for the consideration and determination of the compensation paid to the NEOs during fiscal 2023, including discussion of the role of compensation consultants, is found in the section titled “Compensation Discussion and Analysis” below.
Met 4 times in fiscal 2023
Members
Kelly Ayotte (Chair)
(beginning November 2022)
Natalie Bancroft
Masroor Siddiqui
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Nominating and Corporate Governance Committee
Primary Responsibilities
 to develop and recommend to the Board criteria for identifying and evaluating Director candidates and periodically review these criteria;
 to review the qualifications of candidates for Director suggested by Board members, stockholders, management and others in accordance with criteria recommended by the Nominating and Corporate Governance Committee and approved by the Board;
 to establish procedures for consideration of Board candidates recommended for the Nominating and Corporate Governance Committee’s consideration by the Company’s stockholders;
 to consider the performance, contributions and independence of incumbent Directors in determining whether to nominate them for re-election;
 to recommend to the Board a slate of nominees for election or re-election to the Board at each annual meeting of stockholders;
 to recommend to the Board candidates to be elected to the Board as necessary to fill vacancies and newly created directorships;
 to make recommendations to the Board as to determinations of Director independence;
 to advise and make recommendations to the Board on corporate governance matters, including with respect to stockholder engagement and stockholder proposals;
 to develop and recommend to the Board, in coordination with the Lead Director, an annual self-evaluation process for the Board;
 to monitor and evaluate the orientation and training needs of Directors and make recommendations to the Board where appropriate;
 to oversee a succession planning process for the Board and its committees, including as to key Board and committee leadership roles;
 to assist the Board, as necessary, in reviewing and assessing the Company’s risks, opportunities, strategies and policies related to ESG matters relevant to its business, to the extent not the responsibilities of other committees; and
 to review periodically the Company’s policies and practices regarding political contributions.
Independence
The Board has determined that all of the members of the Nominating and Corporate Governance Committee are independent (in accordance with SEC rules and Nasdaq listing rules applicable to directors).
Met 5 times in fiscal 2023
Members
José María Aznar (Chair)
Kelly Ayotte
Natalie Bancroft
Ana Paula Pessoa
Director Attendance
Our Statement of Corporate Governance provides that Directors are expected to attend meetings of the Board and meetings of the Board committees on which they serve. During fiscal 2023, the Board held eight meetings. Each of our current Directors attended at least 75% of the aggregate number of meetings of the Board and the committees of the Board on which he or she served (during the period that he or she served).
Directors are also encouraged to attend and participate in the Company’s annual meeting of stockholders. Mr. K.R. Murdoch and each of the seven Directors standing for re-election at the annual meeting of stockholders held by the Company in November 2022 attended such meeting.
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Board’s Role in Strategy
Our Board sets the strategic vision for the Company. As part of this process, the Board reviews the Company’s long-term strategic plan at least annually and monitors implementation of the strategic plan throughout the year.
The Board generally discusses strategy at every regular meeting and occasionally holds sessions devoted entirely to strategy.
Board Oversight of Risk
Risk management is primarily the responsibility of management; however, the Board oversees the Company’s processes for identifying, assessing and managing the significant risks facing the Company. The Board regularly reviews the Company’s significant risks and the responsibilities of management and the Board’s committees in assisting the Board in its risk oversight.
The Board does not view risk in isolation; it considers risks in making significant business decisions and as part of the Company’s overall business strategy. The Board uses various means to fulfill its oversight responsibility. The Board, and its committees, as appropriate, regularly receive and discuss periodic updates from the CEO, CFO, General Counsel and other members of senior management regarding significant risks to the Company, including in connection with the annual review of the Company’s business plan and its review of budgets, strategy and major transactions. These discussions include operational, strategic, legal, regulatory, financial, reputational and cybersecurity and health, safety and security risks, and the plans to address these risks. The Board also receives semi-annual reports on the Audit Committee’s work to continually monitor risk described below.
To assist the Board in its oversight of critical risks, the Company also undertakes a risk assessment process culminating in semi-annual reports to the Audit Committee and the Board. The Corporate Audit Department continually monitors the risk profile of the Company and works with management at headquarters and the business units to conduct a risk assessment survey based on inputs from hundreds of employees throughout our businesses to identify, review and update an assessment of short-, intermediate- and long-term risks that the Company faces, in light of strategic priorities and industry and emerging trends. This process utilizes a heat map that consolidates the key risks globally and identifies their probability and impact, and also identifies risk owners and steps taken by management to mitigate such risks based on their assessed impact and
immediacy. These exercises inform the preparation of a risk-based audit plan to cover and address the effectiveness of control activities in critical areas.
Each of the Board’s standing committees assists the Board in overseeing the management of the Company’s risks within the areas delegated to that committee and reports to the full Board as appropriate. In particular:
The Audit Committee assists the Board in its oversight of risks that have a significant impact on the Company’s financial statements and is responsible for reviewing the Company’s policies and practices with respect to risk assessment and management, including discussing with management the Company’s major financial and cyber-related risk exposures and the steps that have been taken to monitor and control such exposures.
The Audit Committee has primary responsibility for overseeing risks related to cybersecurity. The Company’s Chief Technology Officer and Chief Information Security Officer, who lead our global cybersecurity organization with the support of designated risk leaders for each of our business units, deliver quarterly updates to the Audit Committee on our cybersecurity program, which include incident reporting, review of the global cyber risk map and updates on National Institute of Standards and Technology (NIST) maturity assessments, employee training, technology solutions and other practices designed to minimize the risks associated with incidents and breaches.
The Audit Committee oversees the activities of the Company’s Compliance Steering Committee, including management of the Company’s Global Compliance Program. The Compliance Steering Committee is chaired by
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the Chief Compliance Officer, who reports to the General Counsel, and reports to the Audit Committee at least quarterly.
The Compensation Committee monitors risks associated with the design and administration of the Company’s compensation programs, including an annual review and assessment of the Company’s compensation programs and practices, and risks associated with human capital management matters, including with respect to health, safety and security. For more information, please see “Risks Related to Compensation Policies and Practices.”
The Nominating and Corporate Governance Committee oversees risks related to the Company’s corporate governance, including the Board’s continued ability to provide independent oversight of management, and risks associated with ESG matters, to the extent not the responsibility of other committees.
The Board and its committees have full access to management, as well as the ability to engage advisors.
Environmental, Social and Governance Matters
At News Corp, as we strive to educate, enlighten and entertain people around the world, we believe in protecting the environment, pursuing strong governance practices, fostering a diverse, equitable, inclusive and engaged workforce and contributing to the communities in which we live and work. Oversight of ESG is integrated into the purview of the Board and its Committees, all of whom report to the Board on these issues regularly, including as follows:
The Nominating and Corporate Governance Committee is responsible for reviewing ESG matters relevant to the Company’s business to the extent not the responsibility of other committees, including environmental sustainability, corporate governance and political contributions.
The Audit Committee oversees the activities of the Compliance Steering Committee, including management of our Global Compliance Program. It is also responsible for reviewing the Company’s policies and practices with respect to risk assessment
and management (see also “—Board Oversight of Risk”). In addition, the Audit Committee has primary responsibility for cybersecurity, data protection and privacy.
The Compensation Committee sets incentive compensation, which includes the consideration of ESG factors, for the Company’s executive officers. It is also responsible for assisting the Board in reviewing and assessing the Company’s risks, opportunities, strategies and policies related to human capital management, including with respect to matters such as health, safety and security, workforce engagement and culture and talent development and retention. Beginning in fiscal 2024, the Compensation Committee has assumed from the Nominating and Corporate Governance Committee responsibility for overseeing diversity, equity and inclusion matters (see also “—Diversity, Equity and Inclusion” below).
ESG Report
In October 2023, the Company continued to provide increased transparency of our goals, efforts and progress on climate change, diversity and other aspects of our environmental, social and governance mission through publication of our third annual ESG report, which includes indices aligned to SASB, GRI and TCFD reporting frameworks. The 2023 ESG report and more information about our efforts in this area are available on our website at www.newscorp.com/news-corp-esg-report.
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Diversity, Equity and Inclusion
The Company seeks to foster an environment where all employees can feel valued, included and empowered to bring great ideas to the table. To achieve this and provide equal employment opportunities, the Company is committed to cultivating diversity and broadening the opportunity for inclusion across our businesses.
The Company maintains a Corporate Diversity Statement, which describes our longstanding diversity, equity and inclusion objectives and efforts. Specifically, such efforts focus on:
across our workforce, reflecting the diverse audiences we serve;
fostering an environment that embraces and values all perspectives and experiences and provides equal opportunities for growth and advancement; and
engaging with our readers, audiences and customers in ways that reflect and respect a rich diversity of viewpoints, and enhancing equity and inclusivity in the communities where we live and work.
The Corporate Diversity Statement is available on the Company’s website at www.newscorp.com/corporate-governance and additional information about diversity, equity and inclusion at News Corp is available at www.newscorp.com/news-corp-diversity.
The Board and its Committees oversee efforts in this area, including through:
the Compensation Committee’s annual assessment of progress towards the
Company’s diversity, equity and inclusion objectives and report on such review to the Board (conducted by the Nominating and Corporate Governance Committee through fiscal 2023);
the Nominating and Corporate Governance Committee’s oversight of Board succession planning;
the Compensation Committee’s review of executive succession planning and its review and assessment of the Company’s risks, opportunities, strategies and policies related to human capital management; and
the Audit Committee’s oversight of the Compliance Steering Committee and enforcement of the Standards of Business Conduct.
The Company and its business units have implemented diversity, equity and inclusion programs and practices tailored to their respective industries and geographies. The Company’s efforts to promote diversity, equity and inclusion, while seeking to provide equal employment opportunities for all applicants and employees, include, among other things, its talent attraction programs and practices, such as seeking to build diverse candidate pools and pipelines and promoting equitable recruitment and hiring practices; employee development and training; and efforts to strengthen a culture of inclusion, such as through mentoring and inclusivity programs.
Related Person Transactions Policy
Procedures for Approval of Related Person Transactions
The Audit Committee has established written procedures for the review of related person transactions. Pursuant to these procedures, the Audit Committee reviews and approves, ratifies or disapproves, as appropriate, transactions, arrangements or relationships in which the Company or any of its subsidiaries is a participant, the aggregate amount involved exceeds $120,000 and a Director, Director emeritus, Director nominee, executive officer, 5% holder of the Company’s voting stock or an immediate family member of any of the foregoing has a direct or indirect material interest.
When determining whether to approve or ratify a related person transaction, the Audit Committee shall
consider all relevant facts and circumstances, including, but not limited to: whether the transaction is on terms no less favorable than terms generally available to an unaffiliated third-party under the same or similar circumstances; the business reasons for the transaction; whether the transaction would impair the independence of an independent Director; and whether the transaction would present an improper conflict of interest for any Director or executive officer of the Company, taking into account the nature of the transaction and the Director or executive officer’s interest in the transaction. The Audit Committee shall not approve or ratify a related person transaction unless it has determined that, upon consideration of all relevant information, the transaction is in, or is not inconsistent with, the best
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interests of the Company and its stockholders. No Director will participate in any discussion or approval of a related person transaction for which he or she (or an immediate family member) is a related person, except that such Director will provide all material information concerning the transaction to the Audit Committee.
Certain Relationships
All of the transactions described below were reviewed and approved or ratified by the Audit Committee or the Board.
News Corp Australia, a division of the Company, and its subsidiaries purchase advertising on an arms-length, ordinary course basis from NOVA Entertainment (“NOVA”), in which Mr. L.K. Murdoch, Co-Chair of the Company, holds an indirect 100% interest. In fiscal 2023, News Corp Australia’s aggregate expense under such transactions was approximately $1.0 million. In addition, News Corp Australia receives advertising revenue on an arms-length, ordinary course basis from NOVA purchases and through production arrangements pursuant to which advertising revenue is
shared with NOVA. In fiscal 2023, News Corp Australia’s aggregate revenue under such transactions was approximately $1.5 million.
During fiscal 2023, News Corp Australia, NXE Australia Pty Limited (“Foxtel”) (in which the Company owns a 65% interest), REA Group Limited (in which the Company owns a 61.4% interest) and NOVA were holders of equity interests of approximately 29%, 14%, 14% and 14%, respectively, in ScaleUp MediaFund 3.0 Trust (“ScaleUp”), a business that provides advertising to start-up companies in exchange for equity interests in such companies. The unitholders’ deed governing ScaleUp provides that over the three-year period beginning March 1, 2023, News Corp Australia is to contribute up to $5,000,000 AUD and each of the other unitholders is to contribute up to $2,500,000 AUD in advertising space to ScaleUp. The selection of prospective recipient start-up companies and campaigns is determined by a board comprising one director designated by each unitholder. Investment decisions are required to be made with the unanimous approval of the board.
CEO Succession Planning
Our Statement of Corporate Governance provides that the Board will review CEO succession at least annually. The Compensation Committee, in consultation with the CEO, reviews and assists with the development of executive succession plans.
The CEO provides the Compensation Committee with an assessment of members of senior management and their succession potential. The Compensation Committee reports the results of these assessments to the Board.
Annual Board and Committee Evaluations
The Lead Director and the Nominating and Corporate Governance Committee are responsible for overseeing an annual self-evaluation process for the Board that includes an assessment of, among other things, the Board’s maintenance and implementation of the Company’s standards of conduct and corporate governance policies. The review seeks to identify specific areas, if any, in need of improvement or strengthening and culminates in a discussion by the full Board of the results and any actions to be taken. Each key standing committee of the Board evaluates its performance on an annual basis and reports to the Board on such evaluation.
This year’s self-evaluation process included a written questionnaire completed by each Director that covered a number of topics, including Board composition and structure, Board and committee responsibilities and effectiveness, Director engagement and performance (including individual Director performance), Board priorities and Board meetings and resources. In certain years, the process also includes individual interviews with the independent Directors. The results were discussed by the full Board, with management, and in an executive session of the independent Directors. In addition, each key standing committee conducted its own self-evaluation and reported on the same to the full Board.
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Board Succession Planning and Director Nomination Process
Board succession planning is an important area of focus for the Board. The Nominating and Corporate Governance Committee regularly reviews and evaluates Board composition, including its size and the qualifications, skills and characteristics represented in the current Board, and makes recommendations to the Board as appropriate.
The Nominating and Corporate Governance Committee develops criteria for filling vacant Board positions, taking into consideration such factors as it deems appropriate, including the candidate’s:
education and background;
leadership and ability to exercise sound judgment;
general business experience and familiarity with the Company’s businesses and industries; and
unique expertise or perspective that will be of value to the Company.
Candidates should not have any interests that would materially impair their ability to exercise independent judgment or otherwise discharge the fiduciary duties of our Directors. All candidates must possess personal integrity and ethical character, and value and appreciate these qualities in others. It is expected that each Director will devote the necessary time to fulfill the duties of a Director. In this regard, the Nominating and Corporate Governance Committee will consider the number and nature of each Director’s other commitments, including other directorships.
From time to time, the Nominating and Corporate Governance Committee may engage independent third-party search firms and consultants as appropriate to help identify, screen and evaluate potential candidates.
The Nominating and Corporate Governance Committee seeks to promote through the nomination process diversity on the Board across a mix and range of dimensions, including professional background, experience, expertise, perspective, viewpoint, age, gender, race/ethnicity and geographic location/country of citizenship. As part of the search process for each
new Director, the Nominating and Corporate Governance Committee includes women and minorities in the pool of candidates (and instructs any search firm the committee engages to do so). The Board also evaluates its diversity as part of its annual self-evaluation process.
The composition of the Board reflects those efforts and the importance of diversity to the Board. The Board is currently 38% female, includes six citizens of countries other than the United States and four Directors who self-identify as Asian, Hispanic/Latinx or two or more races/ethnicities, ranges in age from 43 to 92 and represents a diversity of backgrounds and expertise.
Board Diversity Matrix (as of October 4, 2023)
Total Number of Directors
8
Female
Male
Part I: Gender Identity
Directors
3
5
Part II: Demographic Background
Asian
1
Hispanic or Latinx
2
1
White
2
3
Two or More Races or Ethnicities
1
After completing its evaluation of a potential Director nominee, the Nominating and Corporate Governance Committee will make a recommendation to the full Board, which makes the final determination whether to nominate or appoint the Director nominee.
In order to help ensure that Directors have sufficient time to fulfill their duties as a director, the Board has adopted a Director overboarding policy. Under such policy, unless approved by the Board, the Chair of the Board may not be a member of the board of directors of more than two other public companies and other members of the Board may not be a member of the board of directors of more than four other public companies. The Nominating and Corporate Governance Committee evaluates compliance with this policy at least annually as part of the director re-nomination process. All of the current Board members are in compliance with the Company’s overboarding policy.
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Stockholder Recommendation of Director Candidates
Stockholders may recommend Director candidates for consideration by the Nominating and Corporate Governance Committee by submitting their names and appropriate background and biographical information in writing to the attention of the Corporate Secretary at News Corporation, 1211 Avenue of the Americas, New York, New York 10036. Director candidates recommended by stockholders should meet the Director qualifications set forth under the heading “Board Membership Criteria” in the Statement of Corporate
Governance. Director candidates recommended by stockholders who meet these Director qualifications will be considered by the Chair of the Nominating and Corporate Governance Committee, who will present the information on the candidate to the entire Nominating and Corporate Governance Committee. All Director candidates recommended by stockholders will be considered by the Nominating and Corporate Governance Committee in the same manner as any other candidate.
Communicating with the Board
Stockholders and other persons interested in communicating with any Director, any committee of the Board or the Board as a whole may do so by submitting such communication in writing and sending it by mail to the attention of the appropriate party or to the attention of our Lead Director at News Corporation, 1211 Avenue of the Americas, New York, New York 10036 or by email to LeadDirector@newscorp.com.
Pursuant to the process established by the Nominating and Corporate Governance Committee for handling all communications received by the Company and addressed to the Board, the Corporate Secretary reviews and forwards such communications as appropriate.
Certain items that are unrelated to the duties and responsibilities of the Board (such as business solicitation or advertisements; product-related inquiries; junk mail or mass mailings; resumes or other job-related inquiries; and spam and unduly hostile, threatening, potentially illegal or similarly unsuitable communications) will not be forwarded. Concerns relating to accounting, internal controls, auditing matters or securities laws matters are immediately brought to the attention of the corporate audit department and handled in accordance with the procedures established by the Audit Committee with respect to such matters.
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DIRECTOR COMPENSATION
Directors’ fees are not paid to Directors who are executives or employees of the Company because the responsibilities of Board membership are considered in determining compensation paid as part of their normal employment conditions.
The basic fees payable to the Directors who are not executives or employees of the Company (collectively, the “Non-Executive Directors”) are reviewed and recommended by the Compensation Committee and set by the Board. The Compensation Committee annually reviews the form and amount of Non-Executive Director compensation, including against that of the Company’s peers and general industry. In such review, the Compensation Committee considers the appropriateness of the form and amount of Non-Executive Director compensation and makes recommendations to the Board concerning Non-Executive Director compensation with a view toward attracting and retaining qualified Directors. The Company believes that compensation for Non-Executive Directors should be competitive and fairly reflect the work and skills required to serve on the Board of Directors of a company of News Corporation’s size and complexity. The Company also believes that Non-Executive Director compensation should include equity-based compensation in order to further align Directors’ interests with the long-term interests of stockholders.
As part of its annual review of Non-Executive Director compensation, the Compensation Committee reviews and considers data provided to the Committee by its independent compensation consultant regarding the amounts and type of compensation paid to non-management directors at the companies in the peer group used by the Compensation Committee for the assessment of executive compensation. Our fiscal 2023 Non-Executive Director compensation remained unchanged from fiscal 2022. As a result of its most recent review in June 2023, the Compensation Committee determined the compensation set forth below also remains reasonable and appropriate for fiscal 2024.
During fiscal 2023, the Non-Executive Directors were Mmes. Ayotte, Bancroft and Pessoa and Messrs. L.K. Murdoch, Aznar, Barnes (until November 15, 2022) and Siddiqui. The annual retainers paid to Non-Executive Directors for service on the Board and its committees in fiscal 2023 are set forth in the table below.
Fiscal 2023 Annual Board and Committee Retainers
Board Cash Retainer
$100,000
Board Deferred Stock Unit (“DSU”) Retainer
$175,000
Lead Director Retainer
$35,000
Audit Committee Chair Retainer
$25,000
Compensation Committee Chair Retainer
$15,000
Nominating and Corporate Governance Committee Chair Retainer
$12,500
Audit Committee Member Retainer
$15,000
Compensation Committee Member Retainer
$10,000
Nominating and Corporate Governance Committee Member Retainer
$10,000
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DIRECTOR COMPENSATION
In addition to the annual cash retainers, we award our Non-Executive Directors DSUs as noted in the table above. DSUs are awarded to Non-Executive Directors on a quarterly basis on July 1, October 1, January 1 and April 1 of each year (or, if not a trading day, the first trading day following such date) (each, a “DSU Grant Date”). The number of DSUs awarded on each DSU Grant Date is based on the closing price of the Company’s Class A Common Stock on such DSU Grant Date. DSUs vest upon the earlier of (i) the July 1, October 1, January 1 or April 1 closest to the fifth anniversary of the DSU Grant Date (or, if not a trading day, the first trading day following such date) and (ii) the date of the Non-Executive Director’s end of service (or, if not a trading day, the first trading day following such date), at which time DSUs will be payable in cash based on the closing price of the Company’s Class A
graphic

Common Stock on such vesting date. To further align the Non-Executive Directors’ compensation with total return to stockholders, the Non-Executive Directors receive dividend equivalents on unvested DSUs, which are represented by additional DSUs payable when the underlying award vests.
In addition, all Non-Executive Directors are reimbursed for reasonable travel and other out-of-pocket business expenses incurred in connection with attendance at meetings of the Board and its committees. We may invite spouses or family members of Non-Executive Directors to attend events associated with Board meetings or other Company-related events. To the extent costs for these activities and for any other personal benefits for a Non-Executive Director exceed $10,000 for the year, they are included in the “All Other Compensation” column in the table below.
The table below shows the total compensation paid during fiscal 2023 by the Company to each of the Non-Executive Directors who served during fiscal 2023.
Director Compensation for the Fiscal Year Ended June 30, 2023
Name
Fees Earned or
Paid in Cash
Stock
Awards(a)
All Other
Compensation
Total
Lachlan K. Murdoch
$100,000
$142,024
$939,095(b)
$1,181,119
Kelly Ayotte(c)
$125,693
$142,024
$
$267,717
José María Aznar(d)
$131,916
$142,024
$
$273,940
Natalie Bancroft
$120,000
$142,024
$
$262,024
Peter L. Barnes(e)
$69,375
$49,159
$
$118,534
Ana Paula Pessoa
$125,000
$142,024
$
$267,024
Masroor Siddiqui(f)
$168,247
$142,024
$
$310,271
(a)
As the Company maintains a 52-53-week fiscal year ending on the Sunday nearest to June 30, each fiscal year may include three, four or five DSU Grant Dates. Fiscal 2023 included 52 weeks, and our Non-Executive Directors received three quarterly DSU grants during the fiscal year on October 3, 2022, January 3, 2023 and April 3, 2023. The amounts set forth in the “Stock Awards” column represent the aggregate grant date fair value of stock awards granted during fiscal 2023, including dividend equivalents granted on all outstanding unvested stock awards, calculated in accordance with Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Topic 718. For additional information on how we account for equity-based compensation, see Note 13 to the consolidated financial statements in the Company’s Annual Report on Form 10-K for the year ended June 30, 2023 filed with the SEC on August 15, 2023. The aggregate number of equity awards outstanding as of fiscal year end for each Non-Executive Director appears in the table on page 25.
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DIRECTOR COMPENSATION
(b)
Represents certain security expenses provided to Mr. L.K. Murdoch, Co-Chair of the Company. These services are incremental to security arrangements provided at News Corporation business facilities. The Compensation Committee has approved these expenses as reasonable, necessary and for the benefit of the Company and its stockholders.
(c)
Ms. Ayotte’s service as a member and the chair of the Compensation Committee began as of November 15, 2022.
(d)
Mr. Aznar’s service as a member of the Audit Committee began as of November 15, 2022.
(e)
Represents compensation for partial-year service as a Non-Executive Director; Mr. Barnes’ service as a Director ended as of November 15, 2022.
(f)
Mr. Siddiqui’s service as chair of the Compensation Committee ended, and his service as the Lead Director and the chair of the Audit Committee began, as of November 15, 2022.
Stock Ownership Guidelines for Non-Executive Directors
Pursuant to our Statement of Corporate Governance, Non-Executive Directors are required to own equity securities of the Company (including DSUs) equal in value to at least five times the amount of the Non-Executive Director’s annual cash retainer for service on the Board. Each Non-Executive Director has five years from his or her first election to the Board to comply with these guidelines. All Non-Executive Directors currently comply with or are on track to comply with the stock ownership guidelines.
The following table sets forth information with respect to the aggregate outstanding equity awards at the end of fiscal 2023 of each of the Non-Executive Directors then serving, which comprise unvested cash-settled DSUs.
Stock Awards
Name
Number of Shares or Units
of Stock That Have Not
Vested(a)
Lachlan K. Murdoch
56,227
Kelly Ayotte
56,227
José María Aznar
56,227
Natalie Bancroft
56,227
Ana Paula Pessoa
56,227
Masroor Siddiqui
56,227
(a)
Mr. Barnes, whose service on the Board ended as of November 15, 2022, did not hold any unvested stock awards as of the end of fiscal 2023.
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PROPOSAL NO. 2:
RATIFICATION OF SELECTION OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
The Audit Committee has selected Ernst & Young LLP (“E&Y”) as the Company’s independent registered public accounting firm to audit the books and accounts of the Company for the fiscal year ending June 30, 2024. E&Y has audited the books and records of the Company since the Company’s inception in 2013. In order to provide for continuing auditor independence, the Audit Committee periodically considers whether there should be a regular rotation of our independent registered public accounting firm. Further, in connection with the mandated rotation of our independent registered public accounting firm’s lead engagement partner, the Audit Committee is directly involved in the periodic selection of E&Y’s lead engagement partner.
At this time, the Audit Committee believes that the continued retention of E&Y is in the best interests of the Company and its stockholders, and is submitting the appointment of E&Y to the stockholders for ratification as a matter of good corporate governance. If this appointment is not ratified by our stockholders, the Audit Committee will reconsider its decision. A representative of E&Y is expected to be present at the Annual Meeting. He or she will have an opportunity to make a statement and will be available to respond to appropriate questions.
FOR
graphic
THE BOARD UNANIMOUSLY RECOMMENDS A VOTE “FOR” THE RATIFICATION
OF THE SELECTION OF ERNST & YOUNG LLP AS THE COMPANY’S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE FISCAL YEAR ENDING
JUNE 30, 2024.
Fees Paid to Independent Registered Public Accounting Firm
The Audit Committee is responsible for the appointment, compensation, retention and oversight of the work of the independent registered public accounting firm. Accordingly, the Audit Committee has appointed E&Y to perform audit and other permissible non-audit services for the Company and its subsidiaries. The Company has formal procedures in place for the pre-approval by the Audit Committee
of all services provided by E&Y. These pre-approval procedures are described below under “—Audit Committee Pre-Approval Policies and Procedures.”
The description of the fees for the services rendered to the Company and its subsidiaries by E&Y for fiscal 2023 and fiscal 2022 is set forth below.
Fiscal 2023
Fiscal 2022
Audit Fees(a)
$17,570,000
$17,680,000
Audit-Related Fees(b)
510,000
1,373,000
Tax Fees(c)
2,087,900
2,079,000
All Other Fees(d)
189,700
132,000
Total Fees
$20,357,600
$21,264,000
(a)
Audit fees include fees rendered in connection with the annual audit of the Company’s consolidated financial statements as of and for fiscal 2023 and 2022; the audit of internal control over financial reporting as of June 30, 2023 and June 30, 2022 (as required by Section 404 of the Sarbanes-Oxley Act of 2002, as amended
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PROPOSAL NO. 2: RATIFICATION OF SELECTION OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
(the “Sarbanes-Oxley Act”)); statutory audits required internationally; and reviews of the Company’s unaudited consolidated interim financial statements included in the Company’s statutory and regulatory filings.
(b)
Audit-related fees relate principally to employee benefit plan audits, due diligence and attest services related to potential acquisitions and disposals, agreed-upon procedure reports, accounting consultations, reports on internal controls over certain distribution services provided to third parties and other services related to the performance of the audit or review of the Company’s consolidated financial statements.
(c)
Tax fees include fees for tax compliance and tax consultations for domestic and international operating units, including due diligence related to mergers and acquisitions, and tax valuation services, including transfer pricing and cost segregation studies.
(d)
All other fees comprise human capital services, including services related to global immigration, expatriate and employment taxes in Australia, and cybersecurity assessment services.
Audit Committee Pre-Approval Policies and Procedures
The Audit Committee has established policies and procedures under which all audit and non-audit services performed by the Company’s independent registered public accounting firm must be approved in advance by the Audit Committee. The Audit Committee’s policy provides for pre-approval of audit, audit-related, tax and certain other services specifically described by the Audit Committee on an annual basis. In addition, individual engagements anticipated to exceed pre-established thresholds, as well as certain other services, must be separately approved. The policy also provides that the Audit Committee can delegate pre-approval authority to any member of the Audit Committee provided that the decision to pre-approve is communicated to the
full Audit Committee at its next meeting. The Audit Committee has delegated this responsibility to the Chair of the Audit Committee. Management has also implemented internal procedures to ensure compliance with this policy. As required by the Sarbanes-Oxley Act, all audit and non-audit services provided in fiscal 2023 and 2022 have been pre-approved by the Audit Committee in accordance with these policies and procedures. The Audit Committee also reviewed the non-audit services provided by E&Y during fiscal 2023 and 2022, and determined that the provision of such non-audit services was compatible with maintaining the auditor’s independence.
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REPORT OF THE AUDIT COMMITTEE
The following Report of the Audit Committee shall not be deemed to be soliciting material or to be filed with the SEC under the Securities Act or the Exchange Act or incorporated by reference in any document so filed.
In accordance with its written charter, the Audit Committee, which consists entirely of independent Directors under the heightened independence standards applicable to audit committee members, assists the Board in its oversight of (i) the Company’s accounting and financial reporting processes and systems of internal control, including the audits of the Company’s financial statements and the integrity of financial statements, (ii) the qualifications, independence and performance of the Company’s independent registered public accounting firm (E&Y) and the performance of the Company’s corporate auditors and corporate audit function, (iii) the Company’s compliance with legal and regulatory requirements involving financial, accounting and internal control matters, (iv) investigations into complaints concerning financial matters, (v) risks that have a significant impact on the Company’s financial statements, (vi) oversight of the Company’s ongoing Global Compliance Program and activities of the Company’s Compliance Steering Committee and (vii) the review, approval and ratification of transactions with related persons. The Audit Committee is directly responsible for the appointment, compensation and oversight of the Company’s independent registered public accounting firm. The Audit Committee provides an avenue of communication among management, the independent registered public accounting firm, the corporate auditors and the Board. Management has the primary responsibility for the preparation of the Company’s financial statements and the reporting process, including the systems of internal control over financial reporting. The independent registered public accounting firm has the responsibility for the audit of those financial statements and internal control over financial reporting. The Audit Committee’s responsibility is to monitor and oversee these processes.
In discharging its oversight responsibility as to the audit process, the Audit Committee (i) obtained from the independent registered public accounting firm a formal written statement describing all relationships
between the independent registered public accounting firm, the Company and individuals in financial reporting oversight roles at the Company that might bear on the independent registered public accounting firm’s independence and affirming its independence consistent with applicable requirements of the Public Company Accounting Oversight Board (the “PCAOB”) regarding the independent accountant’s communications with the Audit Committee concerning independence, (ii) discussed with the independent registered public accounting firm, which documented the discussion, any relationships that may impact the firm’s objectivity and independence and (iii) considered whether the non-audit services provided to the Company by the independent registered public accounting firm are compatible with maintaining such firm’s independence. The Audit Committee reviewed with both the independent registered public accounting firm and the corporate auditors their identification of audit risks, audit plans and audit scope. The Audit Committee discussed with management, the independent registered public accounting firm and the corporate auditors the corporate audit function’s organization, responsibilities, budget and staffing.
The Audit Committee also discussed and reviewed with the independent registered public accounting firm all matters required to be discussed by the applicable requirements of the PCAOB and the SEC. The Audit Committee met with each of the independent registered public accounting firm and the corporate auditors, both with management present and in private sessions without management present, to discuss and review the results of the independent registered public accounting firm’s audit of the financial statements, including the independent registered public accounting firm’s evaluation of the accounting principles, practices and judgments applied by management, the results of the corporate audit activities and the quality and adequacy of the Company’s internal controls.
The Audit Committee discussed the interim financial information contained in each of the quarterly earnings announcements with Company management and the independent registered public accounting firm. The Audit Committee also reviewed and discussed the audited financial statements of the
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REPORT OF THE AUDIT COMMITTEE
Company as of and for the fiscal year ended June 30, 2023 with management and the independent registered public accounting firm.
At its meetings every quarter, the Audit Committee met with members of management, the independent registered public accounting firm and the corporate auditors to review the fiscal 2023 certifications provided by the CEO and the CFO under the Sarbanes-Oxley Act, the rules and regulations of the SEC and the overall certification process. At these meetings, management reviewed with the Audit Committee each of the Sarbanes-Oxley Act certification requirements including whether there were any (i) significant deficiencies or material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the Company’s ability to record, process, summarize and report financial information and (ii) any fraud, whether or not material, involving management or other employees who have a significant role in the Company’s internal control over financial reporting.
The Audit Committee received reports from the Company’s General Counsel and Chief Compliance
Officer and the corporate auditors regarding the Company’s policies, processes and procedures relating to compliance with News Corporation’s Global Anti-Bribery and Anti-Corruption Policy and the activities of the Company’s Compliance Steering Committee.
Based on the above-mentioned review and discussions with management, the independent registered public accounting firm and the corporate auditors, the Audit Committee recommended to the Board that the Company’s audited financial statements be included in its Annual Report on Form 10-K for the fiscal year ended June 30, 2023, for filing with the SEC. The Audit Committee also appointed E&Y as the Company’s independent registered public accounting firm for fiscal 2024, and the Board concurred in such appointment.
THE AUDIT COMMITTEE:
Masroor Siddiqui (Chair)
José María Aznar
Ana Paula Pessoa
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PROPOSAL NO. 3
ADVISORY VOTE TO APPROVE EXECUTIVE COMPENSATION
The Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010 (the “Dodd-Frank Act”) and Section 14A of the Exchange Act require that the Company provide our stockholders with the opportunity to approve, on an advisory, nonbinding basis, the compensation of our named executive officers, or NEOs, as disclosed in this proxy statement in accordance with the rules of the SEC.
As described in detail in the “Compensation Discussion and Analysis,” the Compensation Committee seeks to closely align the interests of our NEOs with those of the Company’s stockholders. The Company’s executive compensation program is designed to drive Company performance, ensure our compensation practices support growth for stockholders and attract, retain and motivate the top executive talent necessary for the Company’s success. The compensation framework designed by the Company emphasizes a pay-for-performance model, a focus on long-term growth and diversified performance metrics. The Compensation Committee believes that our compensation framework effectively aligns pay with individual and Company performance as further described beginning on page 35 under the heading “Aligning Compensation with Company Performance.” In addition, as described beginning on page 33 under the heading “Total Direct Compensation,” the compensation framework places a significant majority of the NEOs’ total direct compensation “at risk” and dependent upon performance, with a significant portion of total direct compensation tied to the Company’s long-term results and future stock price performance. The Company has also implemented a number of executive compensation practices, as described on page 36, which the Compensation Committee
considers to be effective at driving performance and supporting long-term growth for our stockholders.
The Board recommends that stockholders indicate their support for the Company’s compensation of its NEOs. The vote on this resolution, commonly known as a “say-on-pay” resolution, is not intended to address any specific element of compensation but rather the overall NEO compensation program as described in this proxy statement. Although this vote is advisory and not binding on the Company or the Board, the Compensation Committee, which is responsible for developing and administering the Company’s executive compensation philosophy and program, will consider the results as part of its ongoing review of the Company’s executive compensation program.
Accordingly, we ask our stockholders to vote on the following resolution:
“RESOLVED, that the Company’s stockholders approve, on an advisory basis, the compensation of the Company’s named executive officers, as disclosed in the Company’s proxy statement for the 2023 Annual Meeting of Stockholders pursuant to the compensation disclosure rules of the SEC, including the “Compensation Discussion and Analysis,” the “Summary Compensation Table” and the other related tables and disclosure.”
The Board of Directors has adopted a policy providing for annual say-on-pay advisory votes. Unless the Board of Directors modifies its policy on the frequency of holding say-on-pay advisory votes, the next say-on-pay advisory vote following the 2023 Annual Meeting will occur in 2024.
FOR
graphic
THE BOARD UNANIMOUSLY RECOMMENDS AN ADVISORY VOTE “FOR” THE APPROVAL OF THE COMPENSATION OF OUR NAMED EXECUTIVE OFFICERS.
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EXECUTIVE OFFICERS OF NEWS CORPORATION
The executive officers of the Company as of October 4, 2023 are set forth in the table below. Unless otherwise specified, each holds the office indicated until his or her successor is chosen and qualified at the regular meeting of the Board to be held following the Annual Meeting, or at another meeting of the Board as appropriate.
Name
Age
Position with the Company
K. Rupert Murdoch(a)
92
Executive Chair
Robert J. Thomson
62
Chief Executive Officer
Susan Panuccio
51
Chief Financial Officer
David B. Pitofsky
58
General Counsel
(a)
Mr. K.R. Murdoch is the father of Mr. L.K. Murdoch, the Company’s Co-Chair and a Director. None of the other executive officers of the Company is related to any other executive officer or Director of the Company by blood, marriage or adoption.
Information concerning Mr. Thomson can be found under “Proposal No. 1: Election of Directors.”
K. Rupert Murdoch AC—Mr. K.R. Murdoch has served as the Company’s Executive Chair since 2012. Since 2019, he has served as Chair and on the Board of Fox Corporation, a news, sports and entertainment company. He also serves as Executive Chair of Fox News Network, LLC, a subsidiary of Fox Corporation that operates FOX News Media, including FOX News and FOX Business. Mr. K.R. Murdoch was Executive Chairman of 21st Century Fox from 2015 to 2019, its Chief Executive Officer from 1979 to 2015 and its Chairman from 1991 to 2015, and served on the Board of Directors of 21st Century Fox from 1979 until 2019.
Mr. K.R. Murdoch is not standing for re-election at the Annual Meeting and will step down from the Board and as Executive Chair of the Company upon the election of Directors at the Annual Meeting. He will also step down as Chair of Fox Corporation at that company’s 2023 annual meeting of stockholders. Mr. K.R. Murdoch will serve as Chairman Emeritus of both the Company and Fox Corporation following their respective annual meetings.
Susan Panuccio—Ms. Panuccio has served as the Company’s Chief Financial Officer since 2017.
Ms. Panuccio previously served as Chief Financial Officer of News Corp Australia, a division of the Company, from 2013 to 2017. From 2008 to 2012, she served as Chief Financial Officer of News UK, a division of the Company. Prior to assuming that role, she served in a variety of roles within News UK, including Director of Strategic Program Management and Director of Corporate Planning, since joining the Company in 2002. Prior to joining the Company, Ms. Panuccio worked in finance roles at corProcure, AngloGold Ashanti and Ansett Australia. She began her career at KPMG. Ms. Panuccio is a chartered accountant.
David B. Pitofsky—Mr. Pitofsky has served as the Company’s General Counsel since 2015. He also served as the Company’s Chief Compliance Officer from 2015 until August 2023. Mr. Pitofsky served as a Deputy General Counsel for the Company from 2013 until 2015 and as the Company’s Deputy Chief Compliance Officer from 2013 until 2015. Mr. Pitofsky was previously a partner at Goodwin Procter LLP, a law firm, from 2005 to 2013. From 1996 to 2005, Mr. Pitofsky was an Assistant U.S. Attorney in the Eastern District of New York, rising to the level of Deputy Chief of the Criminal Division.
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COMPENSATION DISCUSSION AND ANALYSIS
This section explains the Company’s compensation philosophy and summarizes the material components of our fiscal 2023 executive compensation program. Our named executive officers, or NEOs, for fiscal 2023 are:
Name
Title
K. Rupert Murdoch
Executive Chair
Robert J. Thomson
Chief Executive Officer
Susan Panuccio
Chief Financial Officer
David B. Pitofsky
General Counsel
The NEOs listed above represent all of the Company’s executive officers, as defined by SEC rules, during fiscal 2023.
Executive Summary
Compensation Philosophy
The Compensation Committee has established an executive compensation program that seeks to support the creation of long-term growth and value for our stockholders through three key objectives:
Drive Company Performance
Emphasizes variable, performance-based compensation
Includes a balance of short- and long-term compensation elements to motivate and reward superior performance without encouraging unnecessary and excessive risk-taking
Align Pay with Performance
Based on a mix of performance metrics to hold executives accountable for Company and individual performance
Does not guarantee incentive compensation (bonuses or equity awards); payouts are determined based on achievement of rigorous performance targets
Attract, Retain and Motivate Leadership Talent
Designed to be competitive to attract and retain the highest quality talent
Considers compensation practices and trends in relevant industries
Stockholder Feedback Informs the Executive Compensation Program
The Compensation Committee highly values stockholder input and is responsible for overseeing regular engagement and communications with our stockholders regarding our executive compensation program. The Compensation Committee carefully considers and incorporates feedback from stockholders into the Committee’s decision-making.
The Board views stockholder engagement as an area of priority and oversees the Company’s corporate governance engagement program, which includes discussion of executive compensation. In fiscal 2023, our outreach program included engagement with unaffiliated stockholders representing approximately
30% of the outstanding Class B Common Stock and over 60% of the outstanding Class A Common Stock. For more detail on the Company’s active stockholder outreach program, please refer to “Corporate Governance Matters—Stockholder Engagement.” Stockholders are invited to express their views to the Compensation Committee through the procedures described under “Corporate Governance Matters—Communicating with the Board.”
The annual say-on-pay advisory vote on the compensation of our NEOs also provides stockholders with an opportunity to communicate their views on our executive compensation program. At our 2022 annual meeting of stockholders, stockholders demonstrated their support of our
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COMPENSATION DISCUSSION AND ANALYSIS
executive compensation program with approximately 92.7% of the votes cast in favor of our advisory proposal to approve the compensation of our NEOs.
Upon consideration of the high percentage of votes cast in support of our say-on-pay proposal, along
with additional feedback from engagement with stockholders and other considerations, the Compensation Committee determined to maintain the same general structure of our executive compensation program for fiscal 2023.
Total Direct Compensation
The following table presents the total direct compensation (“Total Direct Compensation”) awarded to our NEOs for fiscal 2023. Total Direct Compensation differs from the amounts reported in the “Summary Compensation Table” as required by the SEC, and reflects the amounts the Compensation Committee considers most relevant in assessing and determining each NEO’s executive compensation opportunity for the fiscal year. Total Direct Compensation comprises the NEO’s annual base salary, target performance-based annual cash incentive and target performance-based long-term equity incentive, which was awarded in fiscal 2023 as performance stock units (“PSUs”) and restricted stock units (“RSUs”).
Mr. K.R. Murdoch’s Total Direct Compensation remained unchanged from fiscal 2014 to fiscal 2023. For fiscal 2024, his target long-term equity incentive was increased by $1 million, with approximately 83% “at risk.”
Mr. Thomson’s fiscal 2023 Total Direct Compensation remained unchanged from fiscal 2022 except the target long-term equity incentive was increased by $2 million, resulting in an even higher portion of target compensation “at risk,” approximately 82%. Mr. Thomson's base salary has remained unchanged since July 2018 at $3,000,000 as has his target annual cash incentive at $5,000,000. Increases to Mr. Thomson’s Total Direct Compensation from July 2018 to date have been solely in the form of his target long-term equity incentive, which is “at risk” for both Company financial performance and stock price; it was increased by $1,000,000 and $2,000,000 for fiscal 2020 and fiscal 2023, respectively.
On May 11, 2023, Mr. Thomson’s employment agreement with the Company was amended and restated. The new contract provided no increase whatsoever in target compensation in fiscal 2024, which will continue unchanged from the fiscal 2023 target compensation granted under his prior four-year contract, with approximately 82% “at risk.” It provides for (i) an annual base salary of $3,000,000; (ii) an annual cash incentive with a target of $5,000,000; and (iii) an annual long-term equity incentive with a target of $9,000,000 for fiscal 2024 and $10,500,000 beginning with fiscal 2025, with approximately 84% “at risk.” At least $1,000,000 of his annual long-term equity incentive target shall be solely based on the achievement of relative TSR. For more details, please refer to “Executive Compensation—Potential Payments upon Termination—Robert J. Thomson.”
In making this determination, the Board and the Compensation Committee considered competitive compensation levels and trends, the Company’s recent financial performance and progress in advancing its long-term strategy, and the NEOs’ individual performance, leadership track record and compensation history.
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COMPENSATION DISCUSSION AND ANALYSIS
The Compensation Committee also considered the foregoing factors in determining to increase Ms. Panuccio’s and Mr. Pitofsky’s Total Direct Compensation for fiscal 2023 and amending and restating Ms. Panuccio’s employment agreement on May 11, 2023. For more details, please refer to “Executive Compensation—Potential Payments upon Termination—Susan Panuccio.”
Named Executive Officer
Base Salary
Target Annual
Cash Incentive
Target Long-Term
Equity Incentive
Total Direct
Compensation
K. Rupert Murdoch
$1,000,000
$2,000,000
$2,000,000
$5,000,000
Robert J. Thomson
$3,000,000
$5,000,000
$9,000,000
$17,000,000
Susan Panuccio
$1,540,000
$2,250,000
$2,500,000
$6,290,000
David B. Pitofsky
$1,260,000
$1,260,000
$1,700,000
$4,220,000
graphic
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COMPENSATION DISCUSSION AND ANALYSIS
Aligning Compensation with Company Performance
The Compensation Committee is responsible for overseeing the Company’s executive compensation framework, which is designed to support Company performance, advance the execution of Company strategy and reward sustained value creation and responsible risk-taking.
Fiscal 2023 performance highlights include:
The Company reported revenues of $9.88 billion, a 5% decrease compared to $10.39 billion in the prior year, reflecting the absence of the 53rd week and the negative impact of foreign currency fluctuations.
Net income was $187 million, inclusive of $231 million of non-cash write-downs and restructuring charges, compared to net income of $760 million in the prior year, which included a $149 million tax benefit.
The Company reported Total Segment EBITDA* of $1.42 billion, as compared to $1.67 billion in the prior year.
Net cash provided by operating activities decreased $262 million to $1.09 billion and free cash flow available to News Corp* decreased $213 million to $450 million.
Digital revenues accounted for over 50% of total revenues for the full year, marking a key inflection point in the transformation of the Company.
The Company continued to execute under its $1.0 billion stock repurchase program.
In the Subscription Video Services segment, Foxtel Group saw streaming revenue growth more than offset broadcast declines, as total
paid streaming subscribers reached nearly 3.1 million, with broadcast subscriber churn at its lowest level since fiscal 2016.
Reported Dow Jones Segment EBITDA was the highest since acquisition, up 14% from the prior year, driven by 31% revenue growth from the professional information business, which was bolstered by the addition of OPIS and CMA and the robust growth in Risk and Compliance revenues.
News UK benefited from strong digital advertising revenue growth at The Sun, highlighting the brand’s successful expansion into the U.S. and increase in yield.
In conjunction with the Board’s approval of the annual budget at the beginning of fiscal 2023, the Compensation Committee approved a financial target for the fiscal 2023 annual cash incentives, setting the midpoint of the target range for adjusted** Total Segment EBITDA at $1.731 billion, based on the Company’s annual budget and strategic plan. The Company achieved adjusted Total Segment EBITDA of $1.529 billion, resulting in a calculated 77.8% payout of the quantitative portion of the award. The Compensation Committee also evaluated each NEO’s achievements and contributions during fiscal 2023 to determine payouts of the qualitative portion of each NEO’s award ranging from 150% to 170%.
For the fiscal 2021-2023 PSUs, the Compensation Committee approved performance targets at the beginning of the performance period in conjunction with the Company’s long-range plan, setting the midpoints of the target ranges for cumulative adjusted** earnings per share (“EPS”) and cumulative adjusted** free cash flow (“FCF”) at $0.78 and $1.335 billion, respectively, and the target for total
*
Total Segment EBITDA and free cash flow available to News Corp are non-GAAP financial measures. For information on these metrics, as defined by the Company, including reconciliations to the most comparable GAAP measures, please see pages 43-44 and 51-52, respectively, of the Company’s Annual Report on Form 10-K for the year ended June 30, 2023 filed with the SEC on August 15, 2023.
**
Consistent with the framework set in advance for the annual cash incentive program and the fiscal 2021-2023 PSUs, the Compensation Committee approved adjustments to performance metric calculations for purposes of determining payouts. These adjustments can result in either increases or decreases to achieved results and are intended to ensure that award payments reflect the underlying performance of the Company’s business and are not artificially inflated or deflated due to unusual events. Adjustments were made for gains or losses associated with the sale or purchase of property and/or businesses, litigation expenses, equity earnings, restructuring and impairment charges, currency fluctuations, other non-recurring or unusual items, and the tax impact and minority interest of the foregoing. The Compensation Committee reviews and approves all adjustments to ensure they are consistent with the Compensation Committee’s philosophy on executive pay.
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stockholder return (“TSR”) relative to the individual companies comprising the S&P 1500 Media Index at the 50th percentile. The Company achieved $2.24, $2.760 billion and the 87.5th percentile, respectively,
during the performance period, resulting in a 200.0% overall payout for the fiscal 2021-2023 PSUs. For more information, please see “—Named Executive Officer Compensation—Payout of Fiscal 2021-2023 PSUs.”
NEO Compensation Program Practices
The Company’s executive compensation practices are designed to drive performance and support alignment with stockholders’ long-term interests:
What We Do
Majority of compensation is “at risk” - variable, performance-based compensation comprises significant majority of NEO compensation
Pay-for-performance philosophy - executive compensation is directly tied to Company and individual performance, with the majority of pay earned through the achievement of challenging goals aligned with Company strategy
Multiple performance metrics - balanced mix of diversified performance metrics measured over short- and long-term time horizons to incentivize and reward the achievement of multiple dimensions of our operational and long-term business strategy
Capped payouts of annual cash incentives and long-term equity incentives
Incorporation of ESG performance in incentive compensation - performance on ethics and compliance and other ESG objectives directly impacts NEO annual cash incentive payouts
Clawback policies provide for recoupment, under certain circumstances, of performance-based incentive compensation
Stock ownership guidelines apply to the CEO, CFO, General Counsel and all Non-Executive Directors
Annual compensation risk assessment to ensure that compensation program does not encourage excessive risk-taking
Independent compensation consultant provides no other services to the Company
Regular stockholder feedback through annual say-on-pay vote and robust ongoing engagement program
What We Do Not Do
No guaranteed bonuses
No targeting of specific percentiles versus peers in setting compensation levels
No “single trigger” cash severance or automatic vesting of equity awards based solely upon a change in control of the Company
NEO employment agreements do not contain enhanced severance in the event of a change in control
No excise tax gross-ups or tax gross-ups on NEO perquisites
No hedging or pledging of Company stock held directly or received as equity compensation by Directors or employees, including the NEOs
No re-pricing of stock options or SARs without stockholder approval
No payment of dividend equivalents unless and until underlying performance- or time-based equity awards vest
No pension credit for years not worked; value of equity-based compensation not included in pension calculations
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Executive Compensation Practices
How Executive Compensation Decisions Are Made
The Compensation Committee reviews each NEO’s compensation terms at the beginning of the fiscal year, taking into account relevant factors including the nature and scope of the NEO’s role and responsibilities, leadership and management experience, individual contributions, Company performance, achievement of strategic objectives, market compensation levels and industry and geographic considerations (as further described below under “—Comparative Market Data and Industry Trends”), retention considerations, the terms of the NEO’s employment agreement, tenure, prior compensation and internal pay parity. The Compensation Committee also considers feedback from stockholders gathered through regular engagement and the results of the annual say-on-pay vote.
NEOs do not participate in the Compensation Committee’s deliberations or decisions regarding their own compensation. Management and the Compensation Committee’s independent compensation consultant assist the Compensation Committee in determining NEO compensation by providing data, analyses and recommendations. In addition, the Executive Chair and CEO present individual pay recommendations to the Compensation Committee for the other NEOs. These recommendations are based on their assessments of individual contributions, achievement of performance objectives and other factors. Following such review, the Compensation Committee approves the compensation terms for all NEOs other than the CEO, whose compensation terms are approved by the Board after considering the recommendation of the Compensation Committee.
Role of the Independent Compensation Consultant
During fiscal 2023, the Compensation Committee continued to retain Frederic W. Cook & Co., Inc. (“FW Cook”) as an independent compensation consultant. FW Cook serves as an objective third-party advisor to the Compensation Committee on compensation matters, assessing the reasonableness of compensation levels in comparison with those of similarly situated companies and evaluating the effectiveness of the executive compensation program in supporting the Company’s strategic objectives. FW Cook reports directly to the Compensation Committee, which may replace the consultant or hire additional consultants at any time. In fiscal 2023, FW Cook supported the Compensation Committee by (i) attending Compensation Committee meetings; (ii) providing advice on the Company’s executive and Non-Executive Director compensation programs, incentive plan designs and compensation governance policies; (iii) preparing and presenting analyses on compensation levels, including competitive assessments of the Company’s practices and policies; (iv) evaluating the relationship between NEO pay and Company performance; and (v) assisting the Company in preparing compensation-related materials and disclosure as requested by the Compensation Committee. FW Cook provided no other services to and received no other fees or compensation from the Company.
In June 2023, the Compensation Committee considered FW Cook’s independence and the existence of potential conflicts of interest with FW Cook, including by considering the factors prescribed by Nasdaq listing rules and SEC rules. Based on such evaluation, the Compensation Committee determined that no conflict of interest exists.
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Named Executive Officer Compensation
Overview of Our Executive Compensation Program
The table below describes the objectives supported by each of our primary compensation elements, along with an overview of the key design features of each element.
Compensation Element
Key Features
How it Supports Our
Compensation Philosophy
Base Salary
Provides a level of fixed pay appropriate to each executive’s role and responsibilities
Comprises a small portion of Total Direct Compensation, consistent with the Company’s pay-for-performance philosophy
Reviewed annually by the Compensation Committee to ensure it remains appropriate
Competitive salary is necessary to attract and retain executive talent
Annual Cash
Incentive
Two-thirds based on achievement of adjusted Total Segment EBITDA
Directly ties a significant portion of incentive compensation to achievement of a measurable financial goal aligned to budget
 
One-third based on achievement of individual objectives
Rewards and promotes accountability for individual performance, including on strategic goals and ethics and compliance and other ESG objectives
Long-Term Equity Incentive
70% awarded as PSUs
Rewards long-term value creation based on achievement of specified performance targets
Cliff vesting after three-year performance period
Payout range of 0-200% of target
Aligns executives’ interests with the long-term interests of our stockholders
Based on achievement on a balanced mix of metrics:
40% on cumulative adjusted EPS
40% on cumulative adjusted FCF
20% on the Company’s relative TSR percentile*
Tied to Company stock price
Helps retain executives over a longer horizon
30% awarded as RSUs
Supports talent attraction and retention by aligning to market practice
Vest ratably over three years
Tied to Company stock price
*
Pursuant to terms of his employment agreement, at least $1,000,000 of Mr. Thomson’s aggregate long-term equity incentive target is to be solely based on the achievement of relative TSR. See also “—Payout of Fiscal 2021-2023 PSUs” and “—Grant of Fiscal 2023-2025 Long-Term Equity Incentive.” The balance of his long-term equity incentive is weighted as set forth in this table.
Base Salary
The Compensation Committee, in conjunction with its independent compensation consultant, annually reviews the NEOs’ base salaries and makes appropriate adjustments subject to the terms of individual employment agreements. Mr. K.R. Murdoch’s base salary has remained unchanged since fiscal 2014 and Mr. Thomson’s base salary has remained unchanged since fiscal 2019.
Performance-Based Incentive Compensation
Consistent with the Company’s pay-for-performance philosophy, and to promote alignment with stockholders’ interests, the majority of each NEO’s compensation is paid via two performance-based incentive components: the annual cash incentive and the long-term equity incentive, awarded in the form of PSUs and RSUs. The Compensation Committee selects the performance metrics and sets the performance targets for both incentive components
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at the start of each performance period following the Board’s review of the Company’s annual budget and strategic plan. Performance targets are designed to be challenging yet reasonably achievable, in order to incentivize superior performance while maintaining focus on the Company’s long-term growth.
Fiscal 2023 Annual Cash Incentives
The Compensation Committee approved a framework for the NEOs’ annual cash incentives for fiscal 2023 that included a mix of quantitative and qualitative factors designed to support the achievement of critical operating goals of the Company’s businesses, while also recognizing and rewarding the NEOs’ individual contributions.
Annual cash incentive awards are based two-thirds on the achievement of adjusted Total Segment EBITDA, and one-third on a qualitative assessment of individual performance. Adjusted Total Segment EBITDA was selected as the financial performance metric because it is a key measure of Company profitability for which the NEOs have direct responsibility.
In determining the qualitative portion of the annual cash incentive, the Compensation Committee considers each NEO’s individual contributions toward the strategic leadership of the Company. The Compensation Committee also considered, in determining whether any reduction to the fiscal 2023 annual cash incentive was warranted:
management’s performance on ethics and compliance objectives, based on a recommendation from the Audit Committee; and
management’s performance on other ESG goals, based on a report from the Nominating and Corporate Governance Committee, which considered achievements in the categories of ESG governance, ESG communications, environment and sustainability, human capital, diversity, equity and inclusion, and philanthropy.
Mr. K.R. Murdoch’s target annual cash incentive has remained unchanged since fiscal 2014 and Mr. Thomson’s target annual cash incentive has remained unchanged since fiscal 2019. The Board (in the case of Mr. Thomson) and the Compensation Committee (in the case of the other NEOs) approved the following target and maximum amounts for the fiscal 2023 annual cash incentives:
Fiscal 2023 Annual Cash Incentive
Named Executive Officer
Target
Maximum
K. Rupert Murdoch
$2,000,000
$4,000,000
Robert J. Thomson
$5,000,000
$10,000,000
Susan Panuccio
$2,250,000
$4,500,000
David B. Pitofsky
$1,260,000
$2,520,000
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For fiscal 2023, the Compensation Committee set a target range for adjusted Total Segment EBITDA of $1.644 to $1.818 billion, based on the Company’s annual budget and strategic plan. Consistent with its past practice, the Committee approved a target range, rather than a specific amount, to better maintain alignment of actual payouts with underlying performance. Performance within the target range results in a payout of 100% for the quantitative portion of the annual cash incentive; this payout is interpolated on a linear basis for performance that falls between the threshold level and the target range or between the target range and the maximum level. As set forth below, the Company’s actual adjusted Total Segment EBITDA performance resulted in a payout of 77.8% pursuant to the performance curve previously established by the Compensation Committee for fiscal 2023.
Adjusted Total Segment EBITDA
graphic
The Compensation Committee also considered each individual NEO’s significant and numerous contributions and strong leadership in the development and implementation of Company strategy. In assessing the NEOs’ performance and determining the appropriate award amounts, the Compensation Committee acknowledged the following specific achievements:
Named Executive Officer
Fiscal 2023 Achievements and Contributions
K. Rupert Murdoch
Executive Chair
Demonstrated exceptional leadership in a fast-changing macroeconomic environment impacted by inflation, supply chain pressures and continued geopolitical uncertainty around the world
Strengthened the Company’s position as a global leader in news and information, book publishing, digital real estate platforms and services, and premium video content in Australia
Supported reinvestment into growth pillars while balanced by cost initiatives
Continued to grow audiences with record subscribers at Company mastheads across three continents while benefiting from landmark deals with tech platforms to generate incremental revenues for the Company
Led the global industry campaign on intellectual property protection and content monetization including artificial intelligence
Provided intellectual leadership for the Company’s media properties
Inspired executives and employees with his personal and professional commitment
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Named Executive Officer
Fiscal 2023 Achievements and Contributions
Robert J. Thomson
Chief Executive Officer
Successfully navigated a fast-changing macroeconomic environment pressured by inflation, supply chain issues and foreign currency headwinds
Continued to pivot the Company to steadier recurring revenues and away from cyclical advertising revenues; in fiscal 2023, 45% of revenues were circulation / subscription
Continued to lead industry efforts to improve the terms of trade, which are driving incremental revenues from agreements with tech platforms
Led the way in educating the public, regulators and investors globally about the dangers of the dominant tech platforms, culminating in societal scrutiny and regulatory action underway around the world, and expanding that scrutiny to incorporate artificial intelligence
Led in the global debate about the impact of generative artificial intelligence on media
Advanced the Company’s strategy of reinvestment in core growth pillars, including the integration and implementation of OPIS and CMA by Dow Jones amid a heightened focus on global commodities, which is expected to contribute to growth in the years to come
Maintained focus on costs and implemented cost reduction initiatives including a 5% company-wide headcount reduction, which is expected to yield at least $160 million in annualized savings by the end of calendar year 2023
Accelerated the Company’s digital transformation to growing digital-only subscriber revenues; subscribers at mastheads across three continents included 3.4 million daily average digital-only subscriptions at The Wall Street Journal during the fourth quarter, and approximately 1,059,000 digital subscribers with News Corp Australia and over 565,000 digital-only subscribers at The Times and The Sunday Times as of the fiscal year end
Dow Jones again achieved record profitability, with revenues up 7% driven by strong growth in professional information business aided by the integration of OPIS and CMA, and record digital-only subscriptions for consumer products
In Digital Real Estate Services segment, continued to innovate and expand product offerings, while prioritizing investments and remaining focused on highlighting shareholder value
Continued transformation of Foxtel’s business with streaming subscribers comprising two thirds of the subscriber base, including Kayo and Binge, which reached approximately 3.1 million paying subscribers while broadcast churn neared record-low levels; Foxtel remains poised to explore all options to maximize the value of Foxtel as financial market trends improve
Supported the Special Committee’s exploration of a potential combination with Fox Corporation
Continued to execute on the Company’s $1 billion stock repurchase program
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Named Executive Officer
Fiscal 2023 Achievements and Contributions
Susan Panuccio
Chief Financial Officer
Successfully navigated a fast-changing macroeconomic environment pressured by inflation, supply chain issues and foreign currency headwinds
Provided leadership and ongoing support to Company’s diverse business units in in their efforts to pivot to steadier recurring revenues and away from cyclical advertising revenues; in fiscal 2023, 45% of revenues were circulation / subscription
Actively worked with all business units to implement cost reduction initiatives including a 5% company-wide headcount reduction, which is expected to yield at least $160 million in annualized savings by the end of calendar year 2023
Advanced the Company’s strategy of reinvestment in core growth pillars, including the integration and implementation of OPIS and CMA by Dow Jones amid a heightened focus on global commodities
Maintained a disciplined approach to M&A within a broader capital allocation framework and remained focused on improved returns on invested capital through combination of strong operating performance and disciplined reinvestment
Continued to execute on the Company’s $1 billion stock repurchase program
Continued to maintain a strong free cash flow profile despite the challenging macroeconomic conditions
Continued to build relationships with the investor community and reposition the Company’s portfolio to focus on the three growth pillars.
Supported the Special Committee’s exploration of a potential combination with Fox Corporation
Oversaw efforts to strengthen internal controls and ensure SOX compliance across the Company’s businesses
David B. Pitofsky
General Counsel
Oversaw legal efforts to assess and manage risks to Company’s intellectual property from generative artificial intelligence and position the Company to capitalize on opportunities
Oversaw legal efforts in connection with Special Committee’s exploration of a potential combination with Fox Corporation
Managed global litigation docket including civil lawsuits arising out of U.K. newspaper matters and antitrust litigation brought against HarperCollins and other publishers
Oversaw legal and compliance effort in connection with acquisitions and divestitures, including post-acquisition integration by Dow Jones of OPIS and CMA amid a heightened focus on global commodities
Managed enhancements to compliance protocols, procedures and training, with continued emphasis on culture of compliance, measuring effectiveness of compliance program, and assessing compliance-related risks
Oversaw global data privacy compliance and information governance programs
Oversaw legal efforts in connection with the Company’s $1 billion stock repurchase program
Oversaw legal effort to enhance corporate governance and stockholder engagement
Provided leadership in the Company’s focus on ESG, including efforts to formalize and enhance oversight of our ESG program, and the annual publication of the Company’s standalone ESG report
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To calculate payouts of the NEOs’ fiscal 2023 annual cash incentives, the Compensation Committee determined that the Company’s adjusted Total Segment EBITDA was approximately $1.529 billion and, as a result, 77.8% of the quantitative portion of the annual cash incentives was achieved. In light of this achievement and the individual accomplishments described above, the Compensation Committee determined that the qualitative portion of the annual cash incentives were achieved in the amounts set forth below and approved fiscal 2023 annual cash incentive payouts for Mr. K.R. Murdoch, Ms. Panuccio and Mr. Pitofsky, and the Compensation Committee recommended and the Board approved the payout for Mr. Thomson, each as set forth below.
Fiscal 2023 Total Annual Cash Incentive
Quantitative Performance
Qualitative Performance
Named Executive Officer
Target
2/3 of
Target
Multiple
Subtotal A
1/3 of
Target
Multiple
Subtotal B
​Total
K. Rupert Murdoch
$2,000,000
$1,333,333
77.8%
$1,037,333
$666,667
150%
$1,000,000
$2,037,333
Robert J. Thomson
$5,000,000
$3,333,333
77.8%
$2,593,333
$1,666,667
170%
$2,833,333
$5,426,667
Susan Panuccio
$2,250,000
$1,500,000
77.8%
$1,167,000
$750,000
170%
$1,275,000
$2,442,000
David B. Pitofsky
$1,260,000
$840,000
77.8%
$653,520
$420,000
160%
$672,000