Chase Carey
FoxAbout Chase Carey
Chase Carey (age 71) has served as a Director of Fox Corporation since March 2019, is the Lead Independent Director, and sits on the Audit and Compensation Committees . Carey previously served as CEO of Formula 1 Group (2017–2021) and Chairman (2016–2022), and held multiple senior roles at 21st Century Fox (21CF) including Vice Chairman, Executive Vice Chairman, President & COO, and Director, providing extensive media and sports operating expertise . He joined the Liberty Media Corporation Board in January 2025, adding current external public board experience .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Formula 1 Group | Chief Executive Officer | 2017–2021 | Led operations and strategy; later served as Chairman 2016–2022 |
| Formula 1 Group | Chairman | 2016–2022 | Oversight and governance post-CEO |
| 21st Century Fox (21CF) | Vice Chairman, Executive Vice Chairman; President & COO; Deputy Chairman; Co-COO; Director; Consultant | Various roles 1996–2019 | Deep knowledge of FOX’s operations from decades in leadership |
| DIRECTV | CEO, President & Director | 2003–2009 | Media operations leadership |
| Sky Deutschland | Supervisory Board Member; Chairman | 2010–2014; Chair 2010–2013 | European media governance experience |
| Sky plc | Director | 2003–2009; 2013–2018 | UK media governance |
| Saban Capital Acquisition Corp. | Director | 2016–2019 | SPAC board experience |
External Roles
| Organization | Role | Start | Notes |
|---|---|---|---|
| Liberty Media Corporation | Director | January 2025 | Current public company directorship |
Board Governance
- Carey is the Lead Independent Director, elected by independent directors; responsibilities include presiding over executive sessions, agenda approval, liaison to the Chair, and participation in CEO evaluation .
- Board independence: The Board affirmed Carey is independent under Nasdaq rules; all committee memberships (Audit, Compensation, Nominating & Corporate Governance) are comprised entirely of independent directors .
- Committee assignments: Audit Committee member; Compensation Committee member; Audit Committee “financial expert” designation for Carey (and Hernandez, Johnson) .
- Meeting cadence and attendance: FY2025 Board held 4 meetings; independent director executive sessions held 4 times with Carey presiding; all directors attended at least 75% of Board/committee meetings .
- FY2024 Board held 5 meetings; independent director executive sessions held 4 times; all directors attended the 2023 annual meeting .
Board activity summary
| Metric | FY2023 | FY2024 | FY2025 |
|---|---|---|---|
| Board meetings held (count) | 13 | 5 | 4 |
| Independent director executive sessions (count) | 7 | 4 | 4 |
Committee memberships
| Committee | Carey Membership | Chair? | Notes |
|---|---|---|---|
| Audit Committee | Member | No | Audit Committee Financial Expert |
| Compensation Committee | Member | No | FW Cook engaged; no interlocks |
| Lead Independent Director | Yes | N/A | Presides executive sessions; approves agendas |
Fixed Compensation
Director fee framework (annual retainer schedule)
| Component | FY2023 Amount | FY2024 Amount |
|---|---|---|
| Annual Cash Retainer | $100,000 | $100,000 |
| Annual DSU Retainer (stock-settled) | $195,000 | $195,000 |
| Audit Committee Chair Retainer | $25,000 | $25,000 |
| Compensation Committee Chair Retainer | $25,000 | $25,000 |
| Nominating & Corporate Governance Chair Retainer | $15,000 | $15,000 |
| Audit Committee Member Retainer | $15,000 | $15,000 |
| Compensation Committee Member Retainer | $15,000 | $15,000 |
| Nominating & Corporate Governance Member Retainer | $10,000 | $10,000 |
Carey director compensation (company-paid during fiscal year)
| Fiscal Year | Fees Earned in Cash ($) | Stock Awards ($) | Total ($) |
|---|---|---|---|
| FY2023 | $115,000 | $194,975 | $309,975 |
| FY2024 | $124,334 | $194,972 | $319,306 |
Notes on excluded legacy benefits:
- FY2023: Excluded from table are $1,111,868 in pension payments and $77,454 of imputed income under executive health and welfare plans tied to Carey’s prior 21CF service assumed by FOX .
- FY2024: Excluded are $1,214,958.94 in pension payments and $97,158 of imputed income under executive health and welfare plans from prior 21CF service assumed by FOX .
DSU program features:
- DSUs settle in Class A stock on the earlier of the first trading day of the quarter five years following grant or upon end of service; no meeting fees; pro rata awards for mid-year directors .
Performance Compensation
- Non-executive director compensation emphasizes equity-based DSUs; no performance-based (PSU/option) elements or pay-for-performance metrics are disclosed for directors .
Other Directorships & Interlocks
| Company | Current/Prior | Role | Years | Interlock Notes |
|---|---|---|---|---|
| Liberty Media Corporation | Current | Director | Since Jan 2025 | No compensation committee interlocks at FOX in FY2025 |
| Sky Deutschland | Prior | Supervisory Board; Chairman | 2010–2014; Chair 2010–2013 | Prior media board roles |
| Sky plc | Prior | Director | 2003–2009; 2013–2018 | Prior media board roles |
| Saban Capital Acquisition Corp. | Prior | Director | 2016–2019 | Prior SPAC board role |
Compensation Committee interlocks: FOX reported none in FY2025 and FY2023 .
Expertise & Qualifications
- Board skills matrix shows Carey has executive management, public company board, media industry, finance & accounting, corporate strategy, technology, risk management & ESG, and business development/M&A & capital markets experience .
- The Board designated Carey as an Audit Committee financial expert under SEC rules, indicating financial sophistication .
Equity Ownership
Beneficial ownership and alignment
| Metric | As of Sep 19, 2023 | As of Sep 22, 2025 |
|---|---|---|
| Class A shares beneficially owned | 300,880 | 304,999 |
| Class B shares beneficially owned | — | — |
| Option/DSU shares issuable within 60 days | — | 8,084 |
| DSUs held (paid five years after grant or upon end of service) | 28,791 (unvested units incl. dividend equivalents) | 23,264 (excluding 8,084 settling within 60 days) |
| Percent of Class A outstanding | <1% (*) | <1% (*) |
Notes:
- DSU settlement mechanics are standardized across non-executive directors, supporting long-term alignment .
- 2025 ownership table footnote clarifies DSU payout timing and classification for reporting .
Governance Assessment
- Strengths: Carey provides independent leadership as Lead Independent Director with defined responsibilities over agendas, executive sessions, and CEO evaluation, enhancing board oversight in a dual-class, family-controlled structure .
- Strengths: Audit Committee financial expert designation and committee independence bolster financial reporting and risk oversight; Audit held six meetings in FY2025, indicating active oversight .
- Engagement: Board met 4 times in FY2025 with independent executive sessions held 4 times; attendance thresholds were met, and Carey presided over executive sessions, suggesting ongoing engagement .
- Alignment: Director pay emphasizes equity via DSUs ($195,000 annual DSU retainer) with multi-year settlement, aligning interests with shareholders; Carey’s FY2024 total compensation was $319,306 (cash $124,334, stock $194,972) versus $309,975 in FY2023 .
- Potential risk indicators: Carey receives legacy pension and health/welfare benefits from prior 21CF service that FOX assumed, though explicitly excluded from director compensation totals; this may be perceived as an historical tie but is contractual legacy, not current FOX director pay ($1.11M pension + $77k imputed income in FY2023; $1.21M pension + $97k imputed income in FY2024) .
- Related-party environment: The Board disclosed related-party transactions with 110% Content Limited linked to Elisabeth Murdoch ($163k in FY2023; $883k in FY2024), all reviewed under Audit Committee procedures; no Carey-specific related-party transactions were disclosed .
- Compensation governance: FW Cook is engaged as independent consultant; FOX reported no compensation committee interlocks, reducing conflicts risk in pay decisions .
Overall, Carey’s independent leadership, committee expertise, and consistent engagement support board effectiveness, while legacy benefit disclosures and family-related party transactions are notable governance context items to monitor for investor confidence .