Fox Corp DEF 14A, filed Sep 26, 2024

Fox Corp (FOXA)

DEF 14A 2024-09-26 For: 2024-11-19

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About this DEF 14A

Fox Corp filed this DEF 14A on September 26, 2024.

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☐		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 Section 240.14a-12



☒		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


EXECUTIVE SUMMARY			1

PROPOSAL NO. 1: ELECTION OF DIRECTORS			7
Corporate Governance			10
Corporate Culture and Social Responsibility			19

PROPOSAL NO. 2: RATIFICATION OF SELECTION OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM			24
Report of the Audit Committee			25
Certain Relationships and Related-Party Transactions			27

PROPOSAL NO. 3: ADVISORY VOTE TO APPROVE NAMED EXECUTIVE OFFICER COMPENSATION			28

COMPENSATION DISCUSSION AND ANALYSIS			29
Named Executive Officers			29
Compensation Design Principles			30
Fiscal 2024 Business and Management Review			31
Use of Information on Peer Companies and Industry Trends			32
Elements of Compensation			33
Framework for Fiscal 2025 Long-Term Equity-Based Incentive Awards			42
Employment Arrangements, Severance and Change in Control Arrangements			42
Engagement with Stockholders and Compensation Committee’s Annual Review of its Compensation Practices			42
Recoupment of Previously Paid Named Executive Officer Compensation			43
Prohibition on Hedging and Pledging of FOX Stock			43
Executive Stock Ownership Guidelines			43
Role of Compensation Consultant			44
Compensation Deductibility Policy			44

COMPENSATION COMMITTEE REPORT			45

COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION			45

RISKS RELATED TO COMPENSATION POLICIES AND PRACTICES			45

EXECUTIVE COMPENSATION			46
Summary Compensation Table for the Fiscal Year Ended June 30, 2024			46
Grants of Plan-Based Awards During the Fiscal Year Ended June 30, 2024			47
Employment Arrangements			48
Outstanding Equity Awards at June 30, 2024			50
Stock Vested and Option Exercises During the Fiscal Year Ended June 30, 2024			52
Pension Benefits as of June 30, 2024			52
Potential Payments Upon Termination			53
CEO Pay Ratio			55
Policies and Practices Related to the Timing of Grants of Certain Equity Awards			56
Pay Versus Performance			57
Compensation-Related Events Occurring Following Fiscal Year End			59

NON-EXECUTIVE DIRECTOR COMPENSATION			60
Board and Committee Retainers for the Fiscal Year Ended June 30, 2024			60
Director Compensation for the Fiscal Year Ended June 30, 2024			60
Non-Executive Director Stock Ownership Guidelines			61

EQUITY COMPENSATION PLAN INFORMATION			62

EXECUTIVE OFFICERS OF FOX CORPORATION			63

SECURITY OWNERSHIP OF FOX CORPORATION			64

INFORMATION ABOUT THE ANNUAL MEETING			66

ANNUAL REPORT ON FORM 10-K			70

2025 ANNUAL MEETING OF STOCKHOLDERS			70

OTHER MATTERS			70

APPENDIX A			A-1



Date and Time:		November 19, 2024 at 10:00 a.m. (Pacific Time)

Place:		Zanuck Theatre at the FOX Studio Lot, 10201 West Pico Boulevard, Los Angeles, California 90035

Record Date:		September 23, 2024

Voting:		Holders of Class B Common Stock, par value $0.01 per share (“Class B Common Stock”), are entitled to one vote per share on all matters to be presented at the Annual Meeting. Holders of Class A Common Stock, par value $0.01 per share (“Class A Common Stock”), are not entitled to vote on the matters to be presented at the Annual Meeting. The Class A Common Stock and Class B Common Stock are referred to collectively in this proxy statement as the “Common Stock.”


Proposal	Page Number	Voting Standard	Board Vote Recommendation

Management Proposals

Proposal No. 1: Election of Directors	7	Majority of votes cast	FOR each Director nominee

Proposal No. 2: Ratification of Selection of Independent Registered Public Accounting Firm for Fiscal Year Ending June 30, 2025	24	Majority of votes cast	FOR

Proposal No. 3: Advisory Vote to Approve Named Executive Officer Compensation	28	Majority of votes cast	FOR

Fox Corp DEF 14A, filed Sep 26, 2024

About this DEF 14A

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Lachlan K. Murdoch Age: 53 Director Since: 2019		Lachlan K. Murdoch has been Executive Chair of the Board since January 2019 and Chief Executive Officer of the Company since October 2018. Mr. L.K. Murdoch served as Executive Chairman of Twenty-First Century Fox, Inc. (“21CF”), the Company’s former parent, from 2015 to March 2019, its Co-Chairman from 2014 to 2015 and a Director since 1996. He served as Executive Chairman of NOVA Entertainment, an Australian media company, from 2009 to 2022 and has served as the Executive Chairman of Illyria Pty Ltd, a private company, since 2005. 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. He has served as a Director of News Corporation (“News Corp”) since 2013, where he served as its Co-Chairman from 2014 to 2023 and its Chair since 2023. Mr. L.K. Murdoch is the son of Mr. K. Rupert Murdoch, who stepped down as Chair and was appointed Chairman Emeritus of the Company in November 2023. 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 leading the Company and 21CF and his expertise in the media industry, Mr. L.K. Murdoch leads the Board in developing corporate strategies, directing the corporate agenda and overseeing the Company’s operations.

Tony Abbott AC Age: 66 Director Since: 2023		Tony Abbott AC has been a Director of the Company since November 2023 and serves as a member of the Nominating and Corporate Governance Committee. Mr. Abbott served as the 28 th Prime Minister of Australia from 2013 to 2015. Mr. Abbott was Leader of the Liberal Party of Australia from 2009 to 2015 and a member of parliament from 1994 to 2019. Mr. Abbott was an advisor to the UK Board of Trade from September 2020 to August 2024. In addition, he has served as the Australian Commissioner of the Global Tech Security Commission since 2023 and served on the Board of Trustees of the Global Warming Policy Foundation since 2023, the Advisory Board of The Alliance for Responsible Citizenship since 2023, the Council for the Australian War Memorial since 2019 and the Board of the Ramsay Center for Western Civilisation since 2016. Mr. Abbott brings to the Board decades of executive leadership, expertise in matters of trade, economic and public policy, and a strong international business development network.

William A. Burck Age: 53 Director Since: 2021		William A. Burck has been a Director of the Company since June 2021 and serves as Chair of the Compensation Committee and as a member of the Nominating and Corporate Governance Committee. Mr. Burck is Global Co-Managing Partner of the law firm Quinn Emanuel Urquhart & Sullivan, LLP, where he has been a partner since 2012. Mr. Burck served as Deputy Staff Secretary, Special Counsel and Deputy White House Counsel to President George W. Bush from 2005 to 2009. Mr. Burck previously served in the Criminal Division of the U.S. Department of Justice, as an Assistant United States Attorney in the Southern District of New York, and as a law clerk for Supreme Court Justice Anthony M. Kennedy. Mr. Burck is a leading trial lawyer and corporate counselor who brings to the Board his decades of experience advising companies, boards of directors, senior executives and government officials in complex litigation and business matters. His experience, including government service, strengthens the Board’s insight on regulatory issues and important constitutional questions.


Chase Carey Age: 70 Director Since: 2019		Chase Carey has been a Director of the Company since March 2019. Mr. Carey is the Lead Independent Director and serves as a member of the Audit Committee and the Compensation Committee. He served as Chief Executive Officer of Formula 1 Group from 2017 to 2021 and as its Chairman from 2016 to 2022. Mr. Carey served 21CF in numerous roles, including as Vice Chairman of the 21CF Board from July 2016 to March 2019, Executive Vice Chairman from July 2015 through June 2016, President and Chief Operating Officer and Deputy Chairman from 2009 through June 2015, Co-Chief Operating Officer from 1996 to 2002, a consultant from 2016 to 2018 and a Director from 1996 to 2007. Mr. Carey served on the Supervisory Board of Sky Deutschland, a German media company, from 2010 to 2014 and as its Chairman from 2010 to 2013. Mr. Carey was a Director of Sky plc from 2003 to 2009 and from 2013 to 2018. He was a Director of Saban Capital Acquisition Corp. from 2016 to 2019 and Chief Executive Officer, President and a Director of DIRECTV from 2003 to 2009. Mr. Carey provides the Board with extensive executive experience and operational expertise in the media and sports industries. Having served in a variety of leadership positions at 21CF and its affiliates for over 30 years, Mr. Carey has a broad and deep understanding of the Company and its operations.

Roland A. Hernandez Age: 66 Director Since: 2019		Roland A. Hernandez has been a Director of the Company since March 2019 and serves as Chair of the Audit Committee and as a member of the Nominating and Corporate Governance Committee. Since 2001, Mr. Hernandez has been the Founding Principal and Chief Executive Officer of Hernandez Media Ventures, a company engaged in the acquisition and management of media assets. Mr. Hernandez was President and Chief Executive Officer of Telemundo Group, Inc. from 1995 to 2000 and its Chairman from 1998 to 2000. Mr. Hernandez also serves on the Board of Directors of U.S. Bancorp and Take-Two Interactive Software, Inc. Mr. Hernandez previously served on the Boards of Directors of Belmond Ltd., MGM Resorts International, The Ryland Group, Inc., Sony Corporation, Vail Resorts, Inc. and Wal-Mart Stores Inc. He serves on the Advisory Board of Harvard Law School. As a veteran media owner and executive, Mr. Hernandez offers strong leadership, operational and strategic expertise. His significant experience on public company boards of directors is a valuable resource to the Board, in particular relating to financial reporting, accounting and corporate governance matters.

Margaret “Peggy” L. Johnson Age: 62 Director Since: 2023		Margaret “Peggy” L. Johnson has been a Director of the Company since November 2023 and serves as a member of the Audit Committee and the Compensation Committee. Ms. Johnson has been the Chief Executive Officer of Agility Robotics, a robotics engineering company, since March 2024. Ms. Johnson previously served as the Chief Executive Officer of Magic Leap, Inc., a U.S. augmented reality company, from August 2020 to October 2023. She served as Executive Vice President of Business Development at Microsoft Corporation, where she was responsible for strategic deals and partnerships across various industries, from 2014 to 2020. Before Microsoft, Ms. Johnson was Executive Vice President of Qualcomm Technologies, Inc. and President of Global Market Development at Qualcomm Incorporated. Ms. Johnson has served on the Board of Directors of BlackRock, Inc. since 2018 and served on the Board of Directors of Live Nation Entertainment, Inc. from 2013 to 2018. She was an Advisor to Huntington’s Disease Society of America, San Diego Chapter from 2010 to 2020. Ms. Johnson brings to the Board a wealth of expertise and leadership experience across the technology sector, providing the Company with unique insight into emerging technologies and over three decades of business operations and strategic development experience.


Paul D. Ryan Age: 54 Director Since: 2019		Paul D. Ryan has been a Director of the Company since March 2019 and serves as Chair of the Nominating and Corporate Governance Committee and a member of the Compensation Committee. He is a General Partner of the private equity firm Solamere Capital, LLC and Chair of the firm’s Executive Partner Group. He is Vice Chairman of Teneo Strategy LLC and also serves on the Advisory Boards of Robert Bosch Gmbh and Paradigm Operations L.P. and the Boards of Directors of Xactus (formerly UniversalCIS) and SHINE Medical Technologies, LLC. Mr. Ryan served as Chairman of the Board of Directors of Executive Network Partnering Corporation from 2020 to 2022. He has been a Professor of the Practice, Political Science and Economics, at the University of Notre Dame since 2019. Mr. Ryan was the 54 th Speaker of the U.S. House of Representatives from 2015 to 2019, Chairman of the House Ways and Means Committee from January 2015 to October 2015 and Chairman of the House Budget Committee from 2011 to 2015. Mr. Ryan served as a Member of the U.S. House of Representatives from 1999 to 2019. In 2012, he was selected to serve as former Governor Mitt Romney’s Vice-Presidential nominee. A proven leader and policy expert, Mr. Ryan’s extensive experience provides the Company with perspectives on strategy and operations in regulated industries. He offers the Board valuable insight on leadership, public policy and strategic development.



Board Diversity Matrix (as of September 26, 2024)

Total Number of Directors	7

	Female	Male

Part I: Gender Identity

Directors	1	6

Part II: Demographic Background

African American or Black	0	1

Hispanic or Latinx	0	1

White	1	5

Two or More Races or Ethnicities	0	1


	Fiscal 2024		Fiscal 2023
Audit Fees (1)	$	12,327,000	$	11,516,000
Audit-Related Fees (2)	$	455,000	$	657,000
Tax Fees (3)	$	653,000	$	709,000
All Other Fees	$	—	$	—
Total Fees	$	13,435,000	$	12,882,000



Average of the Named Executive Officers as a Group	Percentage of Target Direct Compensation	At Risk?	Rationale

Base Salary	19%	No	Attract and retain quality executive talent

Annual Incentive	32%	Yes	Motivate achievement of pre-specified annual goals

Performance-based Stock Units	12%	Yes	Drive the achievement of: (1) long-term (three-year) operational, strategic goals that promotes the creation of sustainable stockholder value, and (2) relative stockholder return

Performance Stock Options	12%	Yes	Incentivize sustained share price growth by having the award vest only if FOX’s stock price achieves pre-specified goals; the value of the award increases in line with incremental stockholder value creation

Restricted Stock Units	25%	Yes	Support retention and the alignment of interests with long-term stockholders

Total Direct Compensation	100%	81%	81% of our named executive officers’ Total Direct Compensation is at risk, and 85% of our CEO’s Total Direct Compensation is at risk, meaning that realizable pay is conditioned on the achievement of short-and long-term goals



Named Executive Officer	Annual Base Salary
Lachlan K. Murdoch		$3.0 million
John P. Nallen		$2.0 million
Steven Tomsic		$1.75 million
Adam Ciongoli		$1.75 million
K. Rupert Murdoch (former employee)		$5.0 million*
Viet D. Dinh (former employee)		$3.0 million*



Performance Level	Performance Goal as a Percentage of Target Adjusted EBITDA	Payout as a Percentage of Financial Performance Portion of the Annual Incentive Compensation
Maximum	120%	200%
Target	100%	100%
Threshold	80%	50%


Named Executive Officer	Fiscal 2024 Target Annual Incentive Opportunity	Fiscal 2024 Maximum Annual Incentive Opportunity

Lachlan K. Murdoch	200% of Base Salary	200% of Target

John P. Nallen	150% of Base Salary	200% of Target

Steven Tomsic	157% of Base Salary	200% of Target

Adam Ciongoli	157% of Base Salary	200% of Target

K. Rupert Murdoch* (former employee)	120% of Base Salary	200% of Target

Viet D. Dinh* (former employee)	100% of Base Salary	200% of Target


Performance Level	Adjusted EBITDA (in billions)	Payout as a % of Target
Maximum	$3.44	200%
Target	$2.82 – $2.92	100%
Threshold	$2.29	50%


Diversity	Independence	Age



Named Executive Officers	75% of Target (Quantitative Portion)		Adjusted EBITDA Payout Multiplier		Annual Incentive Compensation Earned based on Quantitative Performance
Lachlan K. Murdoch		$4,500,000		100%		$4,500,000
John P. Nallen		$2,250,000		100%		$2,250,000
Steven Tomsic		$2,062,500		100%		$2,062,500
Adam Ciongoli		$2,062,500		100%		$2,062,500
K. Rupert Murdoch* (former employee)		—		—		—
Viet D. Dinh* (former employee)		—		—		—



Qualitative Performance Factor		Fiscal 2024 Achievements
On-screen leadership		• FOX News continued as the top-rated national cable news channel in Monday to Friday primetime viewing. In addition, FOX News finished fiscal 2024 as the #1 cable network in Monday to Friday primetime and total day viewing among total viewers. For the fiscal year, FOX News delivered primetime total viewership that beat the viewership of its closest cable news channel competitors and delivered ratings that were comparable to ratings delivered by the four broadcast networks. • FOX Sports was the industry leader in live events for the fifth consecutive calendar year with over 250 billion minutes of live sports viewing on the FOX Network. During the fiscal year, the NFL regular season on FOX averaged 19 million viewers, while the three NFC postseason games on FOX averaged 45 million viewers, including the most-watched NFC Championship game in over a decade. FOX’s America’s Game of the Week attracted its largest audience since 2015 and ranked as the #1 program in all of television for the 15th straight year among Adults 18-49. FOX aired the most-watched college football, men’s college basketball and women’s college basketball games across the regular season. The University of Michigan versus The Ohio State University football game on FOX was the most-watched college football regular-season game on any network since 2011 and the most-watched regular season college football game in FOX Sports history. FOX’s Big Noon Saturday continued as the #1 game window in all of college football. During the fiscal year, FOX also broadcast the 2023 FIFA Women’s World Cup , where the U.S. versus the Netherlands match on FOX set the record as the most-watched Women’s World Cup match on U.S. English language television. • Total view time on Tubi reached approximately 9.7 billion hours over the course of fiscal 2024, an increase of over 40% compared to the prior fiscal year. According to Nielsen’s The Gauge , Tubi was the most-watched FAST service in the U.S., reaching approximately 2.0% of total TV viewing minutes in June 2024 – tied with Disney+ and ahead of Roku, Max, Peacock, Paramount+ and Pluto. Tubi expanded its content library to over 260,000 movies and television episodes, including the premiere of over 140 new original titles throughout the fiscal year. Tubi also grew its linear streaming offerings to supplement its on-demand library, with the launch of over 60 sports, entertainment and local news channels to bring its total offering to over 280 channels as of the end of fiscal 2024. • FOX Television Stations remained #1 in the Adults 25-54 demographic in the 7-10am local news daypart for the fiscal year compared to ABC, CBS and NBC.
Continued expansion and support for our growth and digital businesses		• Under new leadership and supported by a content library of over 260,000 movies and television episodes, Tubi delivered an increase in total view time of over 40%. This record engagement delivered record revenues, which grew 18% compared to the prior fiscal year. • The FOX Weather FAST service doubled its total view time compared to the prior fiscal year. • FOX News Digital remained the most-engaged brand in digital news, leading in total views, minutes spent and social interactions.


		• FOX Sports, along with its partner, launched and broadcast the inaugural season of the UFL professional spring football league that combined the legacy operations of the Company’s United States Football League and the XFL. • FOX Television Stations grew and enhanced its digital offerings through the expansion and success of the FOX Local Extension (FLX) digital advertising platform as well as the continued rollout of local news content on connected televisions and FAST services in a number of markets. FOX Television Stations’ total view time through connected televisions for the period of March 2024 through June 2024 was approximately four times higher compared to the same period in the prior year. These initiatives led to FOX Television Stations’ digital advertising revenue growth of approximately 20% as compared to the prior fiscal year.
Execute Strategic and Commercial Priorities		• The Company completed multi-year distribution and content licensing agreement renewals with key distribution partners, including a multi-year distribution and content licensing agreement renewal with SiriusXM. • FOX Entertainment successfully navigated the industry guild strikes of 2023, delivering a full season of primetime programing while returning original scripted content to the FOX Network in the spring of 2024. • During the fiscal year, FOX Sports and NASCAR extended their multi-series media rights agreement to carry 14 NASCAR Cup Series races, including practice and qualifying races for the Busch Light Clash, DAYTONA 500 and NASCAR All-Star Race, as well as exclusive rights for the entire 23-race NASCAR CRAFTSMAN Truck Series schedule from 2025 through 2031.
Corporate culture and furthering our commitment to our environmental, social and governance agenda		• Our ESG commitments were once again recognized with an “A” rating from MSCI ESG Research and inclusion in the FTSE Russell’s FTSE4Good Index Series, which place the Company as a leader among its peers in terms of ESG rating scores. • Promoted culture and belonging through our approach to talent recruitment, development and retention; fostered employee career growth through increased enrollment in FOX leadership training programs and investment in our early career development and mentorship programs to build the pipeline of next generation of leaders; and grew the FOX Internship Program, welcoming approximately 600 students in fiscal year 2024. • Received recognition from several workplace inclusion organizations as follows: • FOX was recognized as Top LGBTQ+ Friendly Company, Top Hispanic, Black and Women Employer by DiversityComm for 2024. • FOX was appointed to the Military Friendly ® Employer list and named a Military Friendly ® Brand for 2024; FOX also was rated a 4-Star Employer by VETS Indexes. • FOX was named to Disability Equality Index’s “Best Places to Work for Disability Inclusion” list for 2024, continuing year-over-year recognition as a top scoring employer. • Submitted our second response to the CDP Climate Change Questionnaire, improving our score to a “B”; implemented new waste infrastructure at the FOX Studio Lot; and increased environmental awareness by partnering with One Tree Planted for the fifth consecutive year and through several Earth Month campaigns. • Published our third annual Political Activities Report. • Provided training to employees on FOX’s Standards of Business Conduct and other key policies that further integrity and ethics, including Preventing Harassment, Discrimination and Retaliation Policy. • Our Corporate Social Responsibility Report highlights these achievements, our investment in human capital resources, inclusion and diversity and more. Additionally, our Employment Information Report (EEO-1) highlights the diversity of our workforce. Both reports are published on our website.



	Quantitative Performance						Qualitative Performance						Total
Named Executive Officers	75% of Target		Multiple		Subtotal		25% of Target		Multiple		Subtotal		Total
Lachlan K. Murdoch	$	4,500,000		100%	$	4,500,000	$	1,500,000		100%	$	1,500,000	$	6,000,000
John P. Nallen	$	2,250,000		100%	$	2,250,000	$	750,000		100%	$	750,000	$	3,000,000
Steven Tomsic	$	2,062,500		100%	$	2,062,500	$	687,500		100%	$	687,500	$	2,750,000
Adam Ciongoli	$	2,062,500		100%	$	2,062,500	$	687,500		100%	$	687,500	$	2,750,000
K. Rupert Murdoch* (former employee)	$	4,500,000		—		—	$	1,500,000		—		—	$	2,295,082
Viet D. Dinh* (former employee)	$	2,250,000		—		—	$	750,000		—		—	$	1,500,000



Named Executive Officer		Fiscal 2024-2026 Target Long-Term Incentive Award Opportunity

Lachlan K. Murdoch		367% of Base Salary

John P. Nallen		250% of Base Salary

Steven Tomsic		171% of Base Salary

Adam Ciongoli (a)		171% of Base Salary

K. Rupert Murdoch (b) ( former employee )		140% of Base Salary

Viet D. Dinh (c) ( former employee )		—



	Fiscal 2022 – 2024 PSU Performance Metrics

Performance Levels	Adjusted EPS Growth (15% Weighting)	Adjusted FCF Growth (15% Weighting)	TSR (70% Weighting) (a)	Payout as a % of Target Opportunity

Maximum	11%	7%	≥ 75 th Percentile	200%

Target	6%	2%	50 th Percentile	100%

Threshold	1%	(3)%	<25 th Percentile	0%



Performance Metrics	Target Performance	Actual Performance	Weighted Contribution

Adjusted EPS Growth	6%	6.8%	17%

Adjusted FCF Growth	2%	(7.7)%	0%

Relative TSR	50 th Percentile	32 th Percentile	45%

Final Performance Factor			62%



Named Executive Officers	Fiscal 2022 Target PSU Award Opportunity (# Shares)		Final Performance Factor		Fiscal 2022 Final PSU Award Shares Earned (# Shares) (a)

Lachlan K. Murdoch		73,313		62%		47,504

John P. Nallen		33,324		62%		21,592

Steven Tomsic		13,329		62%		8,635

K. Rupert Murdoch ( former employee )		46,654		62%		30,230

Viet D. Dinh (b) ( former employee )		—		—		—



Named Executive Officer	Ownership Guideline

Lachlan K. Murdoch		6 times base salary

John P. Nallen		2 times base salary

Steven Tomsic		2 times base salary

Adam Ciongoli		2 times base salary


Name and Principal Position	Fiscal Year	Salary		Bonus		Stock Awards (a)			Option Awards (c)		Non-Equity Incentive Plan Compensation		Change in Pension Value and Nonqualified Deferred Compensation Earnings (d)		All Other Compensation (e)	Total

Lachlan K. Murdoch Executive Chair and Chief Executive Officer	2024	$	3,000,000	$	—		$9,349,947			$2,750,000		$ 6,000,000		$ 904,000	$ 1,802,078	$	23,806,025
	2023	$	3,000,000	$	—		$9,168,582			$2,750,000		$ 4,447,500		$ 646,000	$ 1,765,820	$	21,777,902
	2022	$	3,000,000	$	—		$8,211,824			$2,750,000		$ 6,270,000		$ —	$ 1,516,857	$	21,748,681

John P. Nallen Chief Operating Officer	2024	$	2,000,000	$	—		$4,249,971			$1,250,000		$ 3,000,000		$ 1,733,000	$ 145,356	$	12,378,327
	2023	$	2,000,000	$	—		$4,167,486			$1,250,000		$ 2,223,750		$ 924,000	$ 117,350	$	10,682,586
	2022	$	2,000,000	$	—		$3,732,621			$1,250,000		$ 3,135,000		$ —	$ 105,073	$	10,222,694

Steven Tomsic Chief Financial Officer	2024	$	1,750,000	$	—		$2,549,949			$ 750,000		$ 2,750,000		$ —	$ 39,185	$	7,839,134
	2023	$	1,750,000	$	—		$2,500,493			$ 750,000		$ 1,853,125		$ —	$ 26,461	$	6,880,079
	2022	$	1,500,000	$	—		$1,493,016			$ 500,000		$ 2,612,500		$ —	$ 31,256	$	6,136,772

Adam Ciongoli Chief Legal and Policy Officer	2024	$	1,016,346	$	—		$4,630,657	(b)		$ 750,000		$ 2,750,000		$ —	$ 19,670	$	9,166,672
		$	—	$	—		$ —			$ —		$ —		$ —	$ —	$	—
		$	—	$	—		$ —			$ —		$ —		$ —	$ —	$	—

K. Rupert Murdoch Former Chair	2024	$	1,923,077	$	2,295,082		$6,466,372			$2,122,314		$ —		$ 8,130,000	$ 233,098	$	21,169,943
	2023	$	5,000,000	$	—		$5,834,521			$1,750,000		$ 4,447,500		$ 5,709,000	$ 200,879	$	22,941,900
	2022	$	5,000,000	$	—		$5,225,715			$1,750,000		$ 6,270,000		$ —	$ 191,059	$	18,436,774

Viet D. Dinh Former Chief Legal and Policy Officer	2024	$	1,500,000	$	1,500,000		$ —			$ —		$ —		$ —	$24,329,545	$	27,329,545
	2023	$	3,000,000	$	—		$4,167,486			$1,250,000		$ 2,223,750		$ —	$ 99,955	$	10,741,190
	2022	$	3,000,000	$	—		$3,732,621			$1,250,000		$ 3,135,000		$ —	$ 71,848	$	11,189,469



All Other Compensation	Lachlan K. Murdoch			John P. Nallen			Steven Tomsic			Adam Ciongoli			K. Rupert Murdoch			Viet D. Dinh
Personal Use of Corporate Aircraft		$	142,793		$	78,438		$	20,003		$	—		$	190,347		$	60,714
Personal Use of Corporate Car/Car Allowance		$	14,400		$	23,400		$	—		$	—		$	22,666		$	—
Company Contributions to 401(k) Plan		$	13,800		$	13,800		$	13,800		$	13,800		$	—		$	13,800
Life Insurance Premium (1)		$	5,382		$	29,718		$	5,382		$	5,870		$	20,085		$	5,031
Residential Security		$	1,625,703		$	—		$	—		$	—		$	—		$	—
Severance Payments		$	—		$	—		$	—		$	—		$	—		$	23,000,000
Consulting Fees		$	—		$	—		$	—		$	—		$	—		$	1,250,000
Total		$	1,802,078		$	145,356		$	39,185		$	19,670		$	233,098		$	24,329,545


Name	Grant Date			Estimated future payouts under non-equity incentive plan awards ($)						Estimated future payouts under equity incentive plan awards (#)						All Other Stock Awards: Number of Shares of Stock (#)		All Other Option Awards: Number of Securities Underlying Options (#)		Exercise Price of Option Awards ($) (c)		Grant Date Fair Value of Stock and Option Awards
Name	Grant Date			Threshold		Target		Maximum		Threshold		Target		Maximum		All Other Stock Awards: Number of Shares of Stock (#)				Exercise Price of Option Awards ($) (c)		Grant Date Fair Value of Stock and Option Awards
Lachlan K. Murdoch				$	2,250,000	$	6,000,000	$	12,000,000
Lachlan K. Murdoch		8/9/2023									28,860		82,458		164,917							$	3,635,573
		8/9/2023	(a)														164,917					$	5,714,374
		8/9/2023	(b)																264,169		$34.84	$	2,750,000
John P. Nallen				$	1,125,000	$	3,000,000	$	6,000,000
		8/9/2023									13,118		37,481		74,962							$	1,652,537
		8/9/2023	(a)														74,962					$	2,597,433
		8/9/2023	(b)																120,076		$34.84	$	1,250,000
Steven Tomsic				$	1,031,250	$	2,750,000	$	5,500,000
		8/9/2023									7,871		22,488		44,977							$	991,496
		8/9/2023	(a)														44,977					$	1,558,453
		8/9/2023	(b)																72,046		$34.84	$	750,000
Adam Ciongoli				$	2,750,000	$	2,750,000	$	5,500,000
		12/1/2023	(a)														75,000					$	2,265,000
		12/1/2023	(d)														78,333					$	2,365,657
		12/1/2023	(b)																109,970		$34.84	$	750,000
K. Rupert Murdoch (e)				$	2,250,000	$	6,000,000	$	12,000,000
K. Rupert Murdoch (e)		8/9/2023									18,366		52,473		104,946							$	2,829,958	(e)
		8/9/2023	(a)														104,947					$	3,636,414
		8/9/2023	(b)																168,107		$34.84	$	2,122,314	(f)
Viet D. Dinh (g)				$	1,125,000	$	3,000,000	$	6,000,000
		8/9/2023
		8/9/2023	(a)
		8/9/2023	(b)


Name	Option Awards								Stock Awards
Name	Number of Shares Underlying Unexercised Options (#) Exercisable		Number of Shares Underlying Unexercised Options (#) Unexercisable		Option Exercise Price		Option Expiration Date		Number of Shares of Stock That Have Not Vested (#) (d)		Market Value of Shares of Stock That Have Not Vested ($) (e)			Equity Incentive Plan Awards: Number of Unearned Shares That Have Not Vested (#) (f)		Equity Incentive Plan Awards: Market Value of Shares of Stock That Have Not Vested ($) (e)
Lachlan K. Murdoch		576,701		—		$40.26		3/18/2026		381,408		$	13,108,993		170,181		$	5,849,121
		375,683		—		$36.00		8/4/2026		—			—		—			—
		401,459		—		$26.12		8/3/2030		—			—		—			—
		—		275,000 (a)		$34.83		8/3/2031		—			—		—			—
		—		265,188 (b)		$33.50		8/8/2032		—			—		—			—
		—		264,169 (c)		$34.84		8/9/2033		—			—		—			—
John P. Nallen		288,350		—		$40.26		3/18/2026		173,364		$	5,958,521		77,354		$	2,658,657
		170,765		—		$36.00		8/4/2026		—			—		—			—
		182,481		—		$26.12		8/3/2030		—			—		—			—
		—		125,000 (a)		$34.83		8/3/2031		—			—		—			—
		—		120,540 (b)		$33.50		8/8/2032		—			—		—			—
		—		120,076 (c)		$34.84		8/9/2033		—			—		—			—
Steven Tomsic		115,340		—		$40.26		3/18/2026		95,055		$	3,267,040		46,411		$	1,595,146
		68,306		—		$36.00		8/4/2026		—			—		—			—
		72,992		—		$26.12		8/3/2030		—			—		—			—
		—		50,000 (a)		$34.83		8/3/2031		—			—		—			—
		—		72,324 (b)		$33.50		8/8/2032		—			—		—			—
				72,046 (c)		$34.84		8/9/2033		—			—		—			—
Adam Ciongoli		—		109,970 (c)		$34.84		8/9/2033		128,303		$	4,409,774		—			—
K. Rupert Murdoch		288,350		—		$40.26		3/18/2026		30,230		$	1,039,005		75,346		$	2,589,642
		239,071		—		$36.00		8/4/2026		—			—		—			—
		255,474 (a)		—		$26.12		11/17/2026		—			—		—			—
		—		175,000 (b)		$34.83		11/17/2026		—			—		—			—
		—		168,756 (c)		$33.50		11/17/2026		—			—		—			—
		—		64,303		$34.84		11/17/2027		—			—		—			—
Viet D. Dinh (g)		187,427		—		$40.26		3/18/2026		—			—		—			—
		170,765		—		$36.00		8/4/2026		—			—		—			—



	Option Exercises				Stock Awards

Name	Number of Shares Acquired on Exercise		Value Realized on Exercise		Number of Shares Acquired on Vesting		Value Realized on Vesting
Lachlan K. Murdoch		—		—		245,055		$8,292,661
John P. Nallen		—		—		111,388		$3,769,370
Steven Tomsic		—		—		49,694		$1,681,645
Adam Ciongoli		—		—		26,333		$ 905,065
K. Rupert Murdoch		—		—		301,292		$9,689,914
Viet D. Dinh		182,481		$1,324,849		111,388		$3,769,370



Name (a)	Plan Name	Number of Years Credited Service	Present Value of Accumulated Benefit		Payments During Last Fiscal Year
Lachlan K. Murdoch (b)	Qualified Pension Plan (c)	9	$	118,000		$ —
	Supplemental Executive Retirement Plan	9	$	71,000		$ —
	Individual Supplemental Executive Retirement Plan	18	$	18,604,000		$ —
	Total		$	18,793,000		$ —
John P. Nallen	Qualified Pension Plan (c)	30	$	1,619,000		$ —
John P. Nallen	Supplemental Executive Retirement Plan	30	$	665,000		$ —
	Individual Supplemental Executive Retirement Plan	40	$	22,876,000		$ —
	Total		$	25,160,000		$ —
K. Rupert Murdoch (d)	Qualified Pension Plan (c)	71	$	1,635,000		$ 584,000
K. Rupert Murdoch (d)	Individual Supplemental Executive Retirement Plan	71	$	135,078,000		$18,992,000
	Total		$	136,713,000		$19,576,000



	Type of Termination

Name	Retirement		By Company for Cause		By Company without Cause or By Executive with Good Reason		By Executive without Good Reason		Following a Change in Control
Lachlan K. Murdoch
Cash Severance		$ —		$ —		$18,000,000		$ —		$18,000,000
Equity Awards		$ —		$1,632,712		$18,958,114		$ —		$18,958,114
Health and Other Benefits		$ —		$1,450,000		$ 1,450,000		$1,450,000		$ 1,450,000
Total		$ —		$3,082,712		$38,408,114		$1,450,000		$38,408,114
John P. Nallen
Cash Severance		$ —		$ —		$ 5,000,000		$ —		$10,000,000
Equity Awards		$8,617,178		$5,958,521		$ 8,617,178		$8,617,178		$ 8,617,178
Health and Other Benefits (a)		$1,356,000		$1,356,000		$ 1,356,000		$1,356,000		$ 1,356,000
Total		$9,973,178		$7,314,521		$14,973,178		$9,973,178		$19,973,178
Steven Tomsic
Cash Severance		$ —		$ —		$ 9,000,000		$ —		$ 9,000,000
Equity Awards		$ —		$ 296,785		$ 4,862,186		$ —		$ 4,862,186
Health and Other Benefits		$ —		$ —		$ 150,048		$ —		$ 150,048
Total		$ —		$ 296,785		$14,012,234		$ —		$14,012,234
Adam Ciongoli
Cash Severance		$ —		$ —		$10,890,000		$ —		$10,890,000
Equity Awards		$ —		$ —		$ 4,409,774		$ —		$ 4,409,774
Health and Other Benefits		$ —		$ —		$ 182,704		$ —		$ 182,704
Total		$ —		$ —		$15,482,478		$ —		$15,482,478



Name	Grant Date		Number of Securities Underlying the Award (#)		Exercise Price of the Award ($/Sh)			Grant Date Fair Value of the Award ($)			Percentage Change in the Closing Market Price of the Securities Underlying the Award Between the Trading Day Ending Immediately Prior to the Disclosure of MNPI and the Trading Day Beginning Immediately Following the Disclosure of MNPI (a)

Lachlan K. Murdoch		08/09/2023		264,169		$	34.84		$	10.41		4.75%	(1.88)%

John P. Nallen		08/09/2023		120,076		$	34.84		$	10.41		4.75%	(1.88)%

Steven Tomsic		08/09/2023		72,046		$	34.84		$	10.41		4.75%	(1.88)%

K. Rupert Murdoch		08/09/2023		168,107		$	34.84		$	10.41		4.75%	(1.88)%


					Value of Initial Fixed $100 Investment Based On:
Year	Summary Compensation Table Total for PEO (a)	Compensation Actually Paid to PEO (b)	Average Summary Compensation Table Total for Other NEOs (c)	Average Compensation Actually Paid to Other NEOs (b)	FOXA Total Shareholder Return	FOX Total Shareholder Return	Peer Group Total Shareholder Return (Compensation)	Net Income ($M) (d)	Company Selected Measure: Adjusted EBITDA ($M)

2024	$23,806,025	$19,270,338	$15,576,723	$ 9,575,879	$136	$127	$105	$1,501	$2,883

2023	$21,777,902	$22,853,700	$12,811,439	$11,604,501	$132	$124	$ 94	$1,239	$3,191

2022	$21,748,681	$17,353,546	$11,496,427	$ 9,235,001	$123	$114	$ 81	$1,205	$2,955

2021	$27,675,399	$37,579,846	$15,863,914	$18,404,816	$140	$133	$142	$2,150	$3,087


	PEO			Other NEOs
	2024			2024

Summary Compensation Table Total	$	23,806,025		$	15,576,723

Less Change in Pension Value in SCT	$	(904,000	)	$	(1,972,600	)

Plus Pension Service Cost	$	680,000		$	0

Less Grant Date Fair Value of Option Awards and Stock Awards Granted in Fiscal Year	$	(12,099,947	)	$	(4,553,851	)

Plus Fair Value at Fiscal Year-End of Outstanding and Unvested Option Awards and Stock Awards Granted in Fiscal Year	$	10,407,297		$	2,776,789

Plus Change in Fair Value of Outstanding and Unvested Option Awards and Stock Awards Granted in Prior Fiscal Years	$	(2,219,255	)	$	(824,540	)

Plus Fair Value at Vesting of Option Awards and Stock Awards Granted in Fiscal Year That Vested During Fiscal Year	$	0		$	426,814

Plus Change in Fair Value as of Vesting Date of Option Awards and Stock Awards Granted in Prior Fiscal Years For Which Applicable Vesting Conditions Were Satisfied During Fiscal Year	$	(399,781	)	$	(332,326	)

Less Fair Value as of Prior Fiscal Year-End of Option Awards and Stock Awards Granted in Prior Fiscal Years That Failed to Meet Applicable Vesting Conditions During Fiscal Year	$	0		$	(1,521,130	)

Compensation Actually Paid	$	19,270,338		$	9,575,879


Tabular List of Financial Performance Measures
Adjusted EBITDA
Adjusted FCF
Adjusted EPS
Relative TSR
Absolute Share Price