John Nallen
FoxAbout John Nallen
John P. Nallen, age 68, is President and Chief Operating Officer of Fox Corporation (appointed February 2025), after serving as Senior EVP & CFO of Twenty‑First Century Fox (2013–2019) and EVP & Deputy CFO (2001–2013); he has been employed by FOX and predecessors for 30+ years and previously spent 16 years at Arthur Andersen in its Media & Entertainment practice . Under his tenure as a senior leader, FOX reported record FY2025 Adjusted EBITDA of $3.624B and net income of $2.263B, with a five‑year FOXA TSR translating a $100 initial investment to $224 (company‑level context) . His current remit spans finance, strategy, business development, distribution, real estate and human capital functions .
Past Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| Twenty‑First Century Fox (21CF) | Senior EVP & CFO | 2013–Mar 2019 | Led corporate finance and financial stewardship ahead of FOX spin-off; board-level engagement across portfolio . |
| Twenty‑First Century Fox (21CF) | EVP & Deputy CFO | 2001–2013 | Oversaw corporate finance, tax, internal audit, FP&A; cross‑functional finance leadership . |
| Arthur Andersen | Partner, Media & Entertainment Practice | ~1979–1995 (16 years) | Advised large media clients; deepened sector expertise and controls rigor . |
External Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| Sky plc | Director | 2015–2018 | Board oversight of European pay‑TV asset during strategic transformation . |
Fixed Compensation
| Metric | FY2023 | FY2024 | FY2025 | Notes |
|---|---|---|---|---|
| Base salary ($) | 2,000,000 | 2,000,000 | 2,000,000 | FY2025 base salaries unchanged vs FY2024 for NEOs . |
| Target annual incentive ($) | 3,000,000 | 3,000,000 | 3,000,000 | Beginning July 1, 2025, target increases to $4,000,000 per amended agreement . |
| Maximum annual incentive (% of target) | 200% | 200% | 200% | — |
| Actual annual cash incentive paid ($) | 2,223,750 | 3,000,000 | 5,340,000 | FY2025 payout reflects 179% (quant) and 175% (qual) multipliers . |
Performance Compensation
Annual Incentive Design and FY2025 Outcome (Company plan; Nallen’s payouts)
| Component | Weight | Targets/thresholds | FY2025 outcome | Nallen payout impact |
|---|---|---|---|---|
| Adjusted EBITDA (quantitative) | 75% | Threshold $2.50B (50%); Target $3.07–$3.17B (100%); Max $3.74B (200%) | Actual $3.624B = 179% of target for quantitative portion | $4,027,500 (75% target × 179%) |
| Qualitative factors | 25% | Pre‑set strategic/operational objectives – | Committee assessed “significantly exceeded,” awarding 175% | $1,312,500 (25% target × 175%) |
| Total | 100% | — | — | $5,340,000 total FY2025 bonus |
Notes: FY2025 plan uses diversified measures; 75% financial (Adjusted EBITDA) and 25% qualitative; annual plan caps and risk mitigations apply .
Long‑Term Incentive (LTI) Structure and Grants
| Element | Weight of LTI | Grant mechanics | FY2025 grant to Nallen | Vesting / status |
|---|---|---|---|---|
| Performance Stock Options (PSOs) | 25% | 15% stock price hurdle for 30 consecutive days within 3 years; 7‑year post‑vesting term | 107,112 options @ $38.98 (8/12/2024) | Exercisable on 8/12/2027 if employed; hurdle already achieved . |
| Performance Share Units (PSUs) | 25% | 3‑yr metrics: Adj. EPS growth (15%), Adj. FCF growth (15%), Relative TSR vs S&P 500 (70%) | Target 36,678 PSUs (8/12/2024) | Vests 8/15/2027 subject to performance; unearned/at risk . |
| Restricted Stock Units (RSUs) | 50% | Time‑vested, equal installments over 3 years | 73,356 RSUs (8/12/2024) | Vest 1/3 on 8/15/2025, 8/15/2026, 8/15/2027 . |
PSU Performance Realization (prior cycle): FY2023–FY2025 PSU program vested at 198% based on Adj. EPS growth 20.96% (28% weight), Adj. FCF growth 36.40% (30%), Relative TSR 77.2nd percentile (140%), yielding 78,570 shares for Nallen (incl. dividend equivalents) .
Equity Ownership & Alignment
- Stock ownership guideline: 2× base salary for Nallen; as of FYE2025, all NEOs are in compliance .
- Hedging/pledging: Company prohibits hedging and pledging by directors and all employees (including NEOs) .
- Clawback: Mandatory recovery for restatements; discretionary recovery for specified misconduct, including harassment/discrimination .
Beneficial Ownership (as of Sept 22, 2025)
| Holder | Class A shares | Options/DSUs exercisable/settle within 60 days | % of Class A | Notes |
|---|---|---|---|---|
| John P. Nallen | 478,574 | 704,655 | <1% | Address: c/o FOX, 1211 Ave. of the Americas, NYC . |
Outstanding Equity and Unvested Awards (June 30, 2025)
| Award type | Count / terms |
|---|---|
| Options exercisable | 288,350 @ $40.26 (exp. 3/19/2026); 170,765 @ $36.00 (exp. 8/5/2026); 125,000 @ $34.83 (exp. 8/3/2031) . |
| Options unexercisable (performance‑hurdle achieved) | 120,540 @ $33.50 (exercisable 8/8/2025 – achieved); 120,076 @ $34.84 (exercisable 8/9/2026 – achieved); 107,112 @ $38.98 (exercisable 8/12/2027 – achieved) . |
| Time‑vested RSUs (unvested) | 230,617 shares; market value $12,923,777 at $56.04 close (includes FOX 23/24/25 RSUs and dividend equivalents) . |
| Unearned PSUs (unvested) | 75,642 shares; market value $4,238,978 (FOX 24 & 25 PSU cycles and dividend equivalents) . |
Vesting / Liquidity Calendar (key upcoming)
| Date | Instrument | Shares | Comments |
|---|---|---|---|
| 8/15/2026 | RSU installment | Portion of FOX 24/25 RSUs | Time‑based tranche vests (continued service) . |
| 8/15/2026 | FY2024–2026 PSUs | Portion of 75,642 unearned | Vests subject to EPS, FCF, and Relative TSR; dividend equivalents settle upon vest . |
| 8/12/2027 | 2024 PSOs | 107,112 | Exercisable if employed (15% stock hurdle already satisfied) . |
| 8/15/2027 | FY2025–2027 PSUs | Remainder of unearned | Vests subject to performance (metrics as above) . |
Insider Transactions and Potential Selling Pressure (FY2025)
| Type | Shares | Value realized |
|---|---|---|
| Option exercises | 182,481 | $3,213,782 |
| Shares vested (RSU/PSU) | 96,377 | $3,764,486 |
Implication: FY2025 option exercises and annual RSU/PSU vesting indicate periodic supply. Upcoming August vesting cycles and 2027 PSO exercisability are identifiable windows for potential selling pressure, subject to trading policy windows and personal decisions .
Employment Terms
| Element | Key terms |
|---|---|
| Current role and term | President & COO; employment agreement through June 30, 2028 (extended per 8‑K filed Feb 10, 2025) . |
| Cash compensation | Base $2.0M; target annual incentive $4.0M effective July 1, 2025 (FY2025 target $3.0M; max 200%) . |
| Long‑term incentive target | $6.5M per year starting July 1, 2025 (FY2025 target $5.0M) . |
| Severance (no CIC) | Greater of: (i) 1× base + 1× target bonus, or (ii) remaining base + target bonus through term; accelerated vesting of time‑based equity; continued vesting of performance‑based equity; health benefits; options remain exercisable full term . |
| Change‑in‑control (double trigger) | Greater of: (i) 2× base + 2× target bonus, or (ii) remaining base + target bonus through term; equity treatment as above; health benefits . |
| Estimated payouts (as of 6/30/2025 hypothetical) | Without cause/Good reason: Cash $18.0M; Equity $24.253M; Health/other $1.302M; Total $43.555M. With CIC (double trigger): Same totals. Retirement: Equity $24.253M; Health $1.302M . |
| Post‑term consulting | Appointed Special Advisor for 3 years at $600,000 per year, if not terminated for cause/death/disability . |
| Restrictive covenants | Employment agreements include restrictive covenants; specifics not detailed in proxy . |
| Pensions/SERP/ISERA | Present value of accumulated benefits: $26.883M total (Qualified $1.81M; SERP $0.767M; Individual SERP $24.306M); retirement eligible for unreduced ISERA benefits . |
| Clawback / hedging / pledging | Robust clawback; strict prohibition on hedging/pledging by all executives . |
| Gross‑ups | No excise tax gross‑ups on change‑in‑control benefits . |
| Single‑trigger | Company does not provide single‑trigger change‑in‑control severance . |
Compensation Committee, Peer Group, Say‑on‑Pay
| Topic | Details |
|---|---|
| Comp Committee | Independent directors; Chair William A. Burck; advisor FW Cook (independent) . |
| Peer group (FY2025) | AMC Networks, Charter, Comcast, Liberty Global, Live Nation, Netflix, Nexstar, Paramount, Sinclair, Sirius XM, Warner Bros. Discovery, Disney . |
| Stock ownership guidelines | CEO 6× salary; Nallen 2×; all NEOs compliant at FYE2025 . |
| Say‑on‑Pay support | 93% approval at 2024 Annual Meeting . |
Compensation Structure Analysis
- Pay mix emphasizes at‑risk compensation: For NEOs on average, 81% of target direct compensation is at risk; mix includes 50% of LTI performance‑based (PSUs/PSOs) and 50% time‑vested RSUs .
- Performance rigor: FY2025 annual plan used a tight Adjusted EBITDA target range, with 179% quantitative and 175% qualitative multipliers leading to elevated bonuses; PSUs heavily weighted to Relative TSR (70%) with strong realized payout (198%) for FY2023–2025 .
- Shareholder‑friendly features: No single‑trigger CIC, no excise tax gross‑ups, no dividends on unvested equity, robust clawback, prohibition on hedging/pledging .
Risk Indicators & Red Flags
- Related to alignment: Strict hedging/pledging ban reduces misalignment risk; stock ownership guidelines enforced and met .
- Potential liquidity events: Regular August vesting cycles and PSO exercisability in 2027 create identifiable windows for executive share supply; FY2025 option exercises realized ~$3.21M .
- Governance sentiment: Strong say‑on‑pay support (~93%) suggests low compensation‑related voting risk currently .
- Pension entitlements: Large ISERA/SERP value ($26.883M) can be a retention stabilizer but also a meaningful component of total wealth on separation .
Investment Implications
- Alignment and incentives: Nallen’s pay is highly performance‑linked (Adjusted EBITDA/Relative TSR), with meaningful PSUs/PSOs outstanding; this favors operating discipline and share price performance but can amplify bonus cyclicality with EBITDA swings .
- Retention risk: Low near‑term risk given long‑dated term (to 2028), significant unvested equity with achieved price hurdles pending time‑based and performance vesting, substantial pension value, and a post‑term advisory arrangement .
- Trading/flow watchpoints: Annual August vesting and 2027 PSO exercisability are key windows; FY2025 option exercises indicate willingness to monetize; monitor Form 4s around these dates for selling pressure .
- Governance posture: No single‑trigger CIC, no gross‑ups, robust clawback and hedging/pledging bans reduce perceived governance risk; strong say‑on‑pay support limits near‑term shareholder activism on pay .