Adam Ciongoli
FoxAbout Adam Ciongoli
Adam Ciongoli, 57, is Fox Corporation’s Chief Legal and Policy Officer, a role he has held since December 2023, overseeing all legal, compliance, regulatory, and government affairs after senior legal leadership roles at Campbell Soup Company, Lincoln Financial Group, and Willis Group, and earlier public service as counselor to U.S. Attorney General John Ashcroft . FOX’s long-term incentive plan metrics over the FY2023–FY2025 performance period delivered a 198% PSU payout on the back of 20.96% average annual adjusted EPS growth, 36.40% average annual adjusted FCF growth, and 77.2nd percentile relative TSR, indicating strong multi-year outcomes versus targets . In FY2025, FOX achieved Adjusted EBITDA of $3.624 billion, within target-to-maximum range, resulting in a 179% payout for the quantitative (75%) portion of the annual bonus program; Ciongoli’s FY2025 non‑equity incentive actually paid $4.895 million per the Summary Compensation Table .
Past Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| Campbell Soup Company | EVP & General Counsel; Chief Sustainability, Corporate Responsibility & Governance Officer; Operating Committee member | 2015–Dec 2023 | Led legal and ESG/governance functions; senior operating leadership |
| Lincoln Financial Group | EVP & General Counsel | 2012–2015 | Led enterprise legal function |
| Willis Group Holdings, PLC | Group General Counsel & Secretary | 2007–2012 | Led global legal and corporate secretary functions |
| U.S. Department of Justice | Counselor to U.S. Attorney General John Ashcroft | Not disclosed | Senior advisory role in public sector |
External Roles
No other public company board roles disclosed for Mr. Ciongoli in FOX’s 2025 proxy .
Fixed Compensation
| Metric | FY2024 | FY2025 |
|---|---|---|
| Base Salary ($) | 1,016,346 | 1,750,000 |
| Target Annual Incentive (% of salary) | Not disclosed | 157% of Base Salary |
| Maximum Annual Incentive | Not disclosed | 200% of Target |
| Non‑Equity Incentive Paid ($) | 2,750,000 | 4,895,000 |
| Stock Awards ($) | 4,630,657 (incl. RSUs to offset forfeitures from prior employer) | 2,889,519 |
| Option Awards ($) | 750,000 | 750,000 |
| All Other Compensation ($) | 19,670 | 80,242 (aircraft $56,180; 401(k) $14,000; life insurance $10,062) |
| Total Compensation ($) | 9,166,672 | 10,364,761 |
Performance Compensation
Annual Incentive (FY2025)
| Component | Weight | Target | Actual | Payout / Result |
|---|---|---|---|---|
| Adjusted EBITDA (Quantitative) | 75% | Target range: $3.07–$3.17B | $3.624B | 179% of quantitative portion; for Ciongoli: $3,691,875 on 75% portion |
| Qualitative factors | 25% | Pre‑established qualitative goals | Committee assessment | Implied residual to SCT non‑equity incentive: $1,203,125 (derived from $4,895,000 minus $3,691,875) |
Notes:
- FY2025 annual incentive design: 75% Adjusted EBITDA vs plan; 25% qualitative; target and caps as disclosed; no payout below threshold, capped at 200% .
- Adjusted EBITDA definition per proxy/10‑K reconciliation references .
Long-Term Incentives
| Element | FY2025–FY2027 Target | Structure | Vesting / Conditions |
|---|---|---|---|
| Aggregate LTI target (Ciongoli) | 171% of Base Salary | Mix mirrors FY2026 framework: 25% Performance Stock Options (PSOs); 25% PSUs; 50% time‑vested RSUs | PSOs: vest only if stock trades ≥15% above strike for 30 consecutive days within 3‑year period; then 7‑year post‑vest term . PSUs: 3‑year performance on avg annual adjusted EPS growth (15%), avg annual adjusted FCF growth (15%), relative TSR (70%) . RSUs: time‑vest equally over 3 years . |
| Prior PSU cycle (FY2023–FY2025) | — | Metrics as above | Final performance factor 198% based on Adjusted EPS growth 20.96%, Adjusted FCF growth 36.40%, Relative TSR 77.2nd percentile . |
Award detail snapshots (Ciongoli):
- RSUs: Sign‑On 26,632 (12/1/2023), RSU 50,997 (12/1/2023), FY2025 RSU 44,513 (8/12/2024) .
- Outstanding unvested stock awards at 6/30/2025: 122,142 shares ($6,844,838 at $56.04) .
- Outstanding unearned PSU/PSU‑equivalents at 6/30/2025: 22,256 shares ($1,247,226) .
- PSU vest timing noted: FOX 24 PSUs (FY2024–FY2026) vest on Aug 15, 2026; FOX 25 PSUs (FY2025–FY2027) vest on Aug 15, 2027, subject to performance; dividend equivalents settle only to extent PSUs vest .
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Beneficial ownership | 65,875 Class A shares; less than 1% of class |
| Stock ownership guideline | 2x base salary requirement; status: achieved as of end of FY2025 |
| Vested vs unvested equity | Unvested RSUs/stock awards: 122,142 shares ($6,844,838); Unearned PSUs: 22,256 ($1,247,226) at 6/30/2025 |
| Options outstanding (unexercisable) | 109,970 options @ $34.84 expiring 8/9/2033; 64,267 options @ $38.98 expiring 8/12/2034; performance‑hurdled vesting (15% stock price increase for 30 consecutive days within 3‑year window achieved for relevant grants; continued service through vest dates required) |
| Hedging/pledging | Hedging and pledging of Company securities prohibited for all employees and directors; no pledging disclosed for Ciongoli |
Security ownership/overhang context:
- Executive/Director ownership and equity plan capacity disclosed; equity plan shares outstanding and available under 2019 SAP summarized in proxy .
Employment Terms
| Term | Detail |
|---|---|
| Title | Chief Legal and Policy Officer |
| Employment start | December 2023 |
| Agreement term | Through November 30, 2026 |
| Base salary | $1.75 million |
| Annual incentive | Target $2.75 million; maximum $5.5 million; metrics set by Compensation Committee |
| Annual SAP Awards | Eligibility with annual target award $3.0 million |
| Severance (outside CIC) | Cash severance equal to greater of (a) one year base + target bonus or (b) salary + target bonus for remainder of term; time‑based awards accelerate; performance‑based awards continue subject to performance; vested options exercisable for full term; continuation of employer‑portion of health benefits |
| Severance (within 12 months post‑CIC) | Cash severance equal to greater of (a) two years base + two times target bonus or (b) salary + target bonus for remainder of term; same equity/benefits treatment as above; no single‑trigger benefits |
| Quantified potential payouts (as of 6/30/2025) | Without cause/good reason: Cash $6,390,000; Equity $11,519,823; Health/Other $103,062; Total $18,012,885. Following CIC: Cash $9,000,000; Equity $11,519,823; Health/Other $103,062; Total $20,622,885 |
| Clawback | Mandatory recovery of erroneously awarded incentive‑based compensation for restatements; discretionary recovery for harassment/discrimination/retaliation violations; applies irrespective of misconduct for restatements |
| Hedging/Pledging | Prohibited for employees and directors |
| Restrictive covenants | Employment agreements include restrictive covenants in favor of the Company (specific terms not detailed) |
| Pensions | Not eligible to participate in Company pension plans (closed to new employees at time of hire) |
Additional Program Design and Governance
- At‑risk pay: Majority of NEO pay is variable; 81% of NEO target total direct compensation at risk in FY2025; CEO 85% .
- Say‑on‑Pay 2024: 93% approval; active investor engagement cited .
- Compensation risk controls: Caps on incentive payouts, diversified metrics, multi‑year performance periods, clawback; stock ownership guidelines enforced .
Investment Implications
- Pay‑for‑performance alignment: Heavy weighting to performance (PSUs 70% TSR, 30% financials; PSOs with price hurdles) and robust annual EBITDA targets produced high PSU (198%) and elevated annual bonus outcomes when company performance outperformed, aligning rewards with shareholder outcomes .
- Retention and separation economics: Term through Nov 2026 with 1x salary+bonus severance outside CIC and 2x after CIC (or remainder of term) plus equity treatment provides retention while avoiding single‑trigger windfalls—mitigating abrupt departures but implying moderate change‑in‑control costs .
- Near‑term selling pressure: Material RSU and PSU vesting events in Aug 2026 (FOX 24 PSUs) and Aug 2027 (FOX 25 PSUs), along with ongoing annual RSU vesting, could create episodic liquidity/supply around vest dates; outstanding performance‑hurdled options suggest incremental upside sensitivity if shares sustain >15% over strike through service dates .
- Alignment and skin‑in‑the‑game: Ciongoli meets the 2x salary ownership guideline, but absolute beneficial ownership (65,875 shares; <1%) is modest versus total Class A outstanding, tempering direct ownership alignment; hedging/pledging bans reduce misalignment risk .
- Governance and risk controls: Strong clawback scope beyond SEC rules and prohibition on hedging/pledging, plus high say‑on‑pay support, lower governance red‑flag risk for compensation practices .