Fox Corp DEF 14A, filed Sep 22, 2023

Fox Corp (FOXA)

DEF 14A 2023-09-22 For: 2023-11-17

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About this DEF 14A

Fox Corp filed this DEF 14A on September 22, 2023.

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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			20

PROPOSAL NO. 2: RATIFICATION OF SELECTION OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM			25
Report of the Audit Committee			26
Certain Relationships and Related-Party Transactions			28

PROPOSAL NO. 3: ADVISORY VOTE TO APPROVE NAMED EXECUTIVE OFFICER COMPENSATION			29

COMPENSATION DISCUSSION AND ANALYSIS			30
Named Executive Officers			30
Compensation Design Principles			30
Fiscal 2023 Business and Management Review			32
Use of Information on Peer Companies and Industry Trends			33
Elements of Compensation			34
Framework for Fiscal 2024 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 Performance-Based 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, 2023			46
Grants of Plan-Based Awards During the Fiscal Year Ended June 30, 2023			47
Employment Arrangements			48
Outstanding Equity Awards at June 30, 2023			50
Stock Vested During the Fiscal Year Ended June 30, 2023			52
Pension Benefits as of June 30, 2023			52
Potential Payments Upon Termination			53
CEO Pay Ratio			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, 2023			60
Director Compensation for the Fiscal Year Ended June 30, 2023			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

2024 ANNUAL MEETING OF STOCKHOLDERS			70

OTHER MATTERS			70

APPENDIX A			A-1



Date and Time:		November 17, 2023 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 19, 2023

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, 2024	25	Majority of votes cast	FOR

Proposal No. 3: Advisory Vote to Approve Named Executive Officer Compensation	29	Majority of votes cast	FOR


Director Nominee	Director Since	Independent	Committee Memberships
Director Nominee	Director Since	Independent	A	C	NCG
Lachlan K. Murdoch	2019
Tony Abbott AC*	-	✓
William A. Burck	2021	✓			✓
Chase Carey	2019	✓		✓
Roland A. Hernandez	2019	✓	Chair		✓
Margaret “Peggy” L. Johnson*	-	✓
Paul D. Ryan	2019	✓		✓	Chair


Lachlan K. Murdoch Age: 52 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 and as its Co-Chairman since 2014. 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: 65 Director Since: N/A		Tony Abbott AC 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 has been an advisor to the UK Board of Trade since 2020. In addition, he has served on the Board of Trustees of the Global Warming 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: 52 Director Since: 2021		William A. Burck has been a Director of the Company since June 2021 and serves 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: 69 Director Since: 2019		Chase Carey has been a Director of the Company since March 2019 and serves as a member of 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 Director of DIRECTV from 2003 to 2009. Mr. Carey has a broad and deep understanding of the Company and its operations, having served in a variety of leadership positions of 21CF and its affiliates for over 30 years. Mr. Carey provides the Board with executive experience and expertise in the media and sports industries.

Roland A. Hernandez Age: 65 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 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 and operational 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: 61 Director Since: N/A		Margaret “Peggy” L. Johnson has been the Chief Executive Officer of Magic Leap, Inc., a U.S. augmented reality company, since August 2020. From 2014 to 2020, Ms. Johnson was Executive Vice President of Business Development at Microsoft Corporation, where she was responsible for strategic deals and partnerships across various industries. 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 three decades of business operations and strategic development experience and unique insight into emerging technology trends.



Board Diversity Matrix (as of September 22, 2023)

Total Number of Directors	8

	Female	Male

Part I: Gender Identity

Directors	1	7

Part II: Demographic Background

African American or Black	0	1

Hispanic or Latinx	0	1

White	1	6

Two or More Races or Ethnicities	0	1


	Fiscal 2023		Fiscal 2022
Audit Fees⁽¹⁾	$	11,516,000	$	11,477,000
Audit-Related Fees⁽²⁾	$	657,000	$	544,000
Tax Fees⁽³⁾	$	709,000	$	975,000
All Other Fees	$	—	$	—
Total Fees	$	12,882,000	$	12,996,000



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

Base Salary	22%	No	Attract and retain quality executive talent

Annual Incentive	31%	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	23%	Yes	Support retention and the alignment of interests with long-term stockholders

Total Direct Compensation	100%	78%	78% 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		Base Salary
K. Rupert Murdoch		$5.0 million
Lachlan K. Murdoch		$3.0 million
John P. Nallen		$2.0 million
Viet D. Dinh		$3.0 million
Steven Tomsic		$1.75 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 2023 Target Annual Incentive Opportunity	Fiscal 2023 Maximum Annual Incentive Opportunity

K. Rupert Murdoch	120% of Base Salary	200% of Target

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

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

Viet D. Dinh	100% of Base Salary	200% of Target

Steven Tomsic	143% of Base Salary	200% of Target


Performance Level	Adjusted EBITDA (in billions)	Payout as a % of Target
Maximum	$4.24	200%
Target	$3.48 – $3.58	100%
Threshold	$2.83	50%


Diversity	Independence	Age



Calculation Step	Amount Achieved			Threshold			($ amounts in millions)

Subtract Threshold from the Amount Achieved		$3,191		$	2,826			A	$365

Calculate difference between Target and Threshold		$3,482		$	2,826			B	$656

Divide result by the difference between Target and Threshold to yield percentage of Threshold to Target achieved								A/B = C	56	%

Multiply by difference in payout opportunity between Threshold and Target		100	%		50	%		D	50	%

Percentage of payout multiplier earned								C*D = E	28	%

Plus percentage earned for achieving Threshold								F	50	%

Adjusted EBITDA payout multiplier earned								E+F	78	%



Named Executive Officers	75% of Target (Quantitative Portion)	Adjusted EBITDA Payout Multiplier	Annual Incentive Compensation Earned based on Quantitative Performance
K. Rupert Murdoch	$4,500,000	78%	$3,510,000
Lachlan K. Murdoch	$4,500,000	78%	$3,510,000
John P. Nallen	$2,250,000	78%	$1,755,000
Viet D. Dinh	$2,250,000	78%	$1,755,000
Steven Tomsic	$1,875,000	78%	$1,462,500



Qualitative Performance Factor		Fiscal 2023 Achievements
On-screen leadership		• FOX News continued as the top-rated national cable news channel in both Monday to Friday primetime and total day viewing, a ranking it has held for over 20 consecutive years. For the fiscal year, FOX News delivered primetime total viewership that beat the combined viewership of its closest cable news channel competitors and delivered ratings throughout the year that were comparable to ratings delivered by the four broadcast networks. FOX Business finished as the most-watched business network among total business day viewers each quarter during fiscal 2023. • FOX Sports was the industry leader in live events for the fourth consecutive calendar year and followed that achievement with the broadcast of Super Bowl LVII, which set an all-time record as the most-watched program in U.S. television history. During the fiscal year, the NFL regular season on FOX averaged over 19 million viewers and finished as the #1 NFL package on television. FOX’s America’s Game of the Week remained television’s #1 show for the 14^th year in a row and FOX’s Big Noon Saturday continued as the #1 game window in all of college football. FOX Sports solidified its leadership in college football, entering into a landmark rights extension with the Big Ten Conference. The 2022 FIFA Men’s World Cup averaged 3.6 million viewers across the FOX Network and FS1, up 30% from the 2018 matches, with the final ranking as the most watched men’s soccer game in U.S. history. • FOX Television Stations was the #1 or #2 rated news provider in the hours of 5 a.m. – 9 a.m. in the majority of the markets in which it operates. FOX Television Stations achieved record political advertising revenues from a competitive U.S. midterm election cycle during the fiscal year. • Tubi expanded its content library to over 60,000 titles, including the premiere of over 100 new original titles throughout the fiscal year, up from 40 in the prior year. • During the 2022-2023 broadcast season, FOX featured the #1 entertainment telecast with Next Level Chef following Super Bowl LVII, the #1 broadcast drama 9-1-1, #1 new unscripted series Special Forces: World’s Toughest Test, #1 new scripted drama in 2023 Accused, and three of the top 10 comedies on broadcast television with The Simpsons, Family Guy and Bob’s Burgers.



Qualitative Performance Factor		Fiscal 2023 Achievements
Expanding the Company’s digital/direct-to-consumer reach		• FOX News Media continued to enhance its digital footprint as FOX Nation continued to grow its subscriber base and FOX Weather expanded its distribution while significantly increasing audience engagement. FOX News Digital total page views grew 10% over the prior year, led by a 22% increase in mobile app engagement, and it undertook a refresh of the foxnews.com homepage. • Tubi became the most-watched FAST service in the U.S., reaching approximately 1.4% of total TV viewing minutes in June 2023, as measured by Nielsen’s The Gauge. In fiscal 2023, Tubi delivered record revenues, which grew approximately 33% compared to the prior year. Total view time (the total number of hours watched) reached approximately 6.8 billion hours over the course of fiscal 2023, an increase of over 50% over the prior year. • FOX Television Stations grew its digital advertising revenues by over 50% as compared to the prior fiscal year, led by the expansion and success of the FOX Local Extension (FLX) digital advertising platform, as well as the rollout of local news content on connected televisions and FAST channel distribution platforms, including Tubi’s linear streaming channels, in a number of markets.
Execute commercial priorities		• FOX Sports and the Big Ten Network entered into a landmark 7-year media rights agreement with the Big Ten Conference. • The Company completed multi-year distribution and content licensing agreement renewals with key distribution partners. • The USFL returned for its second season and expanded into three additional markets (Detroit, Memphis and Canton). • FOX Sports achieved a favorable outcome in arbitration proceedings that decided claims FOX filed against Flutter Entertainment plc (“Flutter”). The arbitrator’s ruling confirmed that FOX Sports holds a 10-year call option that expires in December 2030 to acquire an 18.6% equity interest in Flutter’s majority-owned subsidiary FanDuel Group for $3.7 billion, plus an annual escalator of 5%. As of June 30, 2023, the option price is approximately $4 billion. FOX has no obligation to commit capital towards this opportunity unless and until it exercises the option.
Capital allocation		• Increased annual dividend by $0.02 to $0.50 per share. • Returned approximately $2.3 billion of capital to our stockholders through the Company’s cash dividend and its stock repurchase program, including a $1 billion accelerated share repurchase transaction. • Maintained significant liquidity with approximately $4.3 billion of cash and cash equivalents on our balance sheet and approximately $7.2 billion in debt.
Corporate culture and furthering our commitment to our environmental, social and governance agenda		• Our ESG commitments were 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 inclusion and diversity 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 in order to build the pipeline of next generation of leaders; and grew the FOX Internship Program, welcoming over 475 students in calendar year 2022. • Recognized by workplace inclusion organizations, including: • DiversityComm once again recognized FOX as a Top Employer and as a Top LGBTQ+ Friendly Company for 2023.



Qualitative Performance Factor		Fiscal 2023 Achievements
		• FOX was appointed to the Military Friendly^® Employer list again for 2023 and named a Military Friendly^® Brand; 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 2023, continuing year-over-year recognition as a top scoring employer. • Black EOE Journal, HISPANIC Network Magazine, Professional WOMAN’s Magazine and U.S. Veterans Magazine have all listed FOX as a 2023 top employer. • Invested in the communities we serve by supporting community groups, veteran service organizations, students, schools and families in need through volunteerism, partnerships, charitable gift matching and in-kind support to groups such as U.S.VETS and the American Red Cross. • Submitted our first response to the CDP Climate Change Questionnaire; began implementation of an environmental management system to better manage our environmental impacts at the FOX Studio Lot, and collaborated with the NFL during Super Bowl LVII and MLB throughout the 2022 MLB season to implement waste and energy reduction strategies; planted 10,000 trees and increased environmental awareness through our partnership with One Tree Planted and employee campaigns. • Published our second annual Political Activities Report. • 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
K. Rupert Murdoch		$	4,500,000		78%		$	3,510,000		$	1,500,000		62.5%		$	937,500		$	4,447,500
Lachlan K. Murdoch		$	4,500,000		78%		$	3,510,000		$	1,500,000		62.5%		$	937,500		$	4,447,500
John P. Nallen		$	2,250,000		78%		$	1,755,000		$	750,000		62.5%		$	468,750		$	2,223,750
Viet D. Dinh		$	2,250,000		78%		$	1,755,000		$	750,000		62.5%		$	468,750		$	2,223,750
Steven Tomsic		$	1,875,000		78%		$	1,462,500		$	625,000		62.5%		$	390,625		$	1,853,125



Named Executive Officer		Fiscal 2023-2025 Target Long-Term Incentive Award Opportunity

K. Rupert Murdoch		140% of Base Salary

Lachlan K. Murdoch		367% of Base Salary

John P. Nallen		250% of Base Salary

Viet D. Dinh		167% of Base Salary

Steven Tomsic		171% of Base Salary



	Fiscal 2021 – 2023 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	7%	10%	≥75^th Percentile	200%

Target	1%	5%	50^th Percentile	100%

Threshold	-5%	0%	<25^th Percentile	0%



Performance Metrics	Target Performance	Actual Performance	Weighted Contribution

Adjusted EPS Growth	1%	12.9%	30%

Adjusted FCF Growth	5%	0.3%	1%

Relative TSR	50^th Percentile	30^th Percentile	41%

Final Performance Factor			72%



Named Executive Officers	Fiscal 2021 Target PSU Award Opportunity (# Shares)	Final Performance Factor	Fiscal 2021 Final PSU Award Shares Earned (# Shares)^(a)

K. Rupert Murdoch	60,869	72%	45,676

Lachlan K. Murdoch	95,652	72%	71,777

John P. Nallen	43,478	72%	32,624

Viet D. Dinh	43,478	72%	32,624

Steven Tomsic	17,391	72%	13,049



Named Executive Officer		Ownership Guideline

K. Rupert Murdoch		6 times base salary

Lachlan K. Murdoch		6 times base salary

John P. Nallen		2 times base salary

Viet D. Dinh		2 times base salary

Steven Tomsic		2 times base salary


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

K. Rupert Murdoch Chair	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
	2021	$	3,750,000	^(a)		$5,064,327		$1,750,000		$10,500,000		$ 9,918,000	$ 137,971	$	31,120,298

Lachlan K. Murdoch Executive Chair and Chief Executive Officer	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
	2021	$	2,250,000	^(a)		$7,958,246		$2,750,000		$10,500,000		$ 2,923,000	$1,294,153	$	27,675,399

John P. Nallen Chief Operating Officer	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
	2021	$	1,500,000	^(a)		$3,617,370		$1,250,000		$ 5,250,000		$ 787,000	$ 46,544	$	12,450,914

Viet D. Dinh Chief Legal and Policy Officer	2023	$	3,000,000			$4,167,486		$1,250,000		$ 2,223,750		$ —	$ 99,955	$	10,741,191
	2022	$	3,000,000			$3,732,621		$1,250,000		$ 3,135,000		$ —	$ 71,848	$	11,189,469
	2021	$	2,250,000	^(a)		$3,617,370		$1,250,000		$ 5,250,000		$ —	$ 45,248	$	12,412,618

Steven Tomsic Chief Financial Officer	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
	2021	$	1,125,000	^(a)		$1,446,931		$ 500,000		$ 4,375,000		$ —	$ 24,894	$	7,471,825



Perquisites	K. Rupert Murdoch		Lachlan K. Murdoch		John P. Nallen		Viet D. Dinh		Steven Tomsic
Personal Use of Corporate Aircraft	$	114,335	$	188,175	$	58,394	$	81,373	$	7,879
Personal Use of Corporate Car/Car Allowance	$	25,140	$	14,400	$	23,175	$	—	$	—
Company Contributions to 401(k) Plan	$	13,200	$	13,200	$	13,200	$	13,200	$	13,200
Life Insurance Premiums⁽¹⁾	$	48,204	$	5,382	$	22,581	$	5,382	$	5,382
Residential Security	$	—	$	1,544,663	$	—	$	—	$	—
Total	$	200,879	$	1,765,820	$	117,350	$	99,955	$	26,461


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
K. Rupert Murdoch				$	2,250,000	$	6,000,000	$	12,000,000
		8/8/2022									18,617		53,191		106,382							$	2,273,915
		8/8/2022	^(a)														106,382					$	3,560,606
		8/8/2022	^(b)																168,756		$33.50	$	1,750,000
Lachlan K. Murdoch				$	2,250,000	$	6,000,000	$	12,000,000
		8/8/2022									29,255		83,586		167,173							$	3,573,302
		8/8/2022	^(a)														167,173					$	5,595,280
		8/8/2022	^(b)																265,188		$33.50	$	2,750,000
John P. Nallen				$	1,125,000	$	3,000,000	$	6,000,000
		8/8/2022									13,298		37,993		75,987							$	1,624,201
		8/8/2022	^(a)														75,987					$	2,543,285
		8/8/2022	^(b)																120,540		$33.50	$	1,250,000
Viet D. Dinh				$	1,125,000	$	3,000,000	$	6,000,000
		8/8/2022									13,298		37,993		75,987							$	1,624,201
		8/8/2022	^(a)														75,987					$	2,543,285
		8/8/2022	^(b)																120,540		$33.50	$	1,250,000
Steven Tomsic				$	937,500	$	2,500,000	$	5,000,000
		8/8/2022									7,979		22,796		45,592							$	974,529
		8/8/2022	^(a)														45,592					$	1,525,964
		8/8/2022	^(b)																72,324		$33.50	$	750,000


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)
K. Rupert Murdoch		288,350		—		$40.26		3/18/2026		259,938	$	8,837,892		101,962	$	3,466,708
		239,071		—		$36.00		8/4/2026		—		—		—		—
				255,474^(a)		$26.12		8/3/2030
		—		175,000^(b)		$34.83		8/3/2031		—		—		—		—
		—		168,756^(c)		$33.50		8/8/2032		—		—		—		—
Lachlan K. Murdoch		576,701		—		$40.26		3/18/2026		408,470	$	13,887,980		160,226	$	5,447,684
		375,683		—		$36.00		8/4/2026		—		—		—		—
				401,459^(a)		$26.12		8/3/2030
		—		275,000^(b)		$34.83		8/3/2031		—		—		—		—
		—		265,188^(c)		$33.50		8/8/2032		—		—		—		—
John P. Nallen		288,350		—		$40.26		3/18/2026		185,667	$	6,312,678		72,829	$	2,476,186
		170,765				$36.00		8/4/2026		—		—		—		—
				182,481^(a)		$26.12		8/3/2030
		—		125,000^(b)		$34.83		8/3/2031		—		—		—		—
		—		120,540^(c)		$33.50		8/8/2032		—		—		—		—
Viet D. Dinh		187,427		—		$40.26		3/18/2026		185,667	$	6,312,678		72,829	$	2,476,186
		170,765				$36.00		8/4/2026		—		—		—		—
				182,481^(a)		$26.12		8/3/2030
		—		125,000^(b)		$34.83		8/3/2031		—		—		—		—
		—		120,540^(c)		$33.50		8/8/2032		—		—		—		—
Steven Tomsic		115,340		—		$40.26		3/18/2026		89,697	$	3,049,698		36,847	$	1,252,798
		68,306				$36.00		8/4/2026		—		—		—		—
				72,992^(a)		$26.12		8/3/2030
		—		50,000^(b)		$34.83		8/3/2031		—		—		—		—
		—		72,324^(c)		$33.50		8/8/2032		—		—		—		—



	Stock Awards

Name	Number of Shares Acquired on Vesting		Value Realized on Vesting
K. Rupert Murdoch		137,135		$5,005,428
Lachlan K. Murdoch		215,502		$7,865,823
John P. Nallen		97,951		$3,575,212
Viet D. Dinh		97,951		$3,575,212
Steven Tomsic		39,176		$1,429,924



Name^(a)	Plan Name	Number of Years Credited Service	Present Value of Accumulated Benefit		Payments During Last Fiscal Year
K. Rupert Murdoch^(b)	Qualified Pension Plan^(d)	71	$	1,934,000		$459,000
	Individual Supplemental Executive Retirement Plan	71	$	146,225,000		—
	Total		$	148,159,000		$459,000
Lachlan K. Murdoch^(c)	Qualified Pension Plan^(d)	9	$	114,000		—
Lachlan K. Murdoch^(c)	Supplemental Executive Retirement Plan	9	$	68,000		—
	Individual Supplemental Executive Retirement Plan	17	$	17,707,000		—
	Total		$	17,889,000		—
John P. Nallen	Qualified Pension Plan^(d)	29	$	1,497,000		—
John P. Nallen	Supplemental Executive Retirement Plan	29	$	633,000		—
	Individual Supplemental Executive Retirement Plan	39	$	21,297,000		—
	Total		$	23,427,000		—



	Type of Termination

Name	Retirement		By Company for Cause		By Company without Cause or By Executive with Good Reason		By Executive without Good Reason
K. Rupert Murdoch
Equity Awards		$14,317,735		$11,937,769		$14,317,735		$14,317,735
Health and Other Benefits^(a)		$ 1,717,000		$ 1,717,000		$ 1,717,000		$ 1,717,000
Total		$16,034,735		$13,654,769		$16,034,735		$16,034,735
Lachlan K. Murdoch
Cash Severance		—		—		$27,000,000		—
Equity Awards		—		$ 4,148,170		$22,499,161		—
Health and Other Benefits		—		$ 1,488,000		$ 1,488,000		$ 1,488,000
Total		—		$ 5,636,170		$50,987,161		$ 1,488,000
John P. Nallen
Cash Severance		—		—		$10,000,000		—
Equity Awards		$10,226,814		$ 8,526,848		$10,226,814		$10,226,814
Health and Other Benefits^(a)		$ 1,360,000		$ 1,360,000		$ 1,360,000		$ 1,360,000
Total		$11,586,814		$ 9,886,848		$21,586,814		$11,586,814
Viet D. Dinh^(b)
Cash Severance		—		—		$12,000,000		—
Equity Awards		—		$ 1,885,436		$10,226,814		—
Health and Other Benefits		—		—		$ 248,477		—
Total		—		$ 1,885,436		$22,475,291		—
Steven Tomsic
Cash Severance		—		—		$12,750,000		—
Equity Awards		—		$ 754,120		$ 4,877,673		—
Health and Other Benefits		—		—		$ 317,383		—
Total		—		$ 754,120		$17,945,056		—


									Value of Initial Fixed $100 Investment Based On:
Year	Summary Compensation Table Total for PEO (a)		Compensation Actually Paid to PEO (b)		Average Summary Compensation Table Total for Non-PEO NEOs (c)		Average Compensation Actually Paid to Non-PEO NEOs		FOXA Total Shareholder Return		FOX Total Shareholder Return		Peer Group Total Shareholder Return (Compensation)		Net Income ($M) (d)		Company Selected Measure: Adjusted EBITDA ($M)
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
	2021			2022			2023			2021			2022			2023
Summary Compensation Table Total	$	27,675,399		$	21,748,681		$	21,777,902		$	15,863,914		$	11,496,427		$	12,811,439
Less Change in Pension Value in SCT	$	(2,923,000	)	$	0		$	(646,000	)	$	(2,676,250	)	$	0		$	(1,658,250	)
Plus Pension Service Cost	$	1,187,000		$	1,178,000		$	691,000		$	140,250		$	145,250		$	0
Less Grant Date Fair Value of Option Awards and Stock Awards Granted in Fiscal Year	$	(10,708,246	)	$	(10,961,824	)	$	(11,918,582	)	$	(4,624,000	)	$	(4,733,493	)	$	(5,417,496	)
Plus Fair Value at Fiscal Year-End of Outstanding and Unvested Option Awards and Stock Awards Granted in Fiscal Year	$	17,469,079		$	10,067,416		$	12,194,744		$	7,543,439		$	4,347,238		$	5,543,017
Plus Change in Fair Value of Outstanding and Unvested Option Awards and Stock Awards Granted in Prior Fiscal Years	$	1,506,879		$	(4,577,244	)	$	(450,819	)	$	650,652		$	(1,976,599	)	$	(194,713	)
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	$	3,372,735		$	(101,483	)	$	1,205,454		$	1,506,811		$	(43,822	)	$	520,504
Compensation Actually Paid	$	37,579,846		$	17,353,546		$	22,853,700		$	18,404,816		$	9,235,001		$	11,604,501