Lachlan Murdoch
FoxAbout Lachlan Murdoch
Lachlan K. Murdoch is Executive Chair of the Board (since January 2019) and Chief Executive Officer (since October 2018) of Fox Corporation; age 54 and Director since 2019 . Under his leadership, FOX reported record annual Adjusted EBITDA and Free Cash Flow in fiscal 2025; Pay-Versus-Performance disclosures show FOX’s Adjusted EBITDA rose to $3,624 million in FY2025 (from $2,883 million in FY2024), Net Income was $2,263 million, and the value of an initial $100 investment in FOXA grew to $224 by FY2025 versus $140 in FY2021, indicating strong TSR over the period . FY2025 operational highlights include Tubi revenue surpassing $1B (+29% YoY), advertising revenue +26%, affiliate fees +5%, cash and equivalents ~$5.4B, and cumulative buybacks of ~$6.6B since 2019 .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Fox Corporation | Executive Chair; CEO | Exec Chair since Jan 2019; CEO since Oct 2018 | Leads strategy and operations across news, sports, entertainment; dual role governance with Lead Independent Director oversight . |
| Twenty-First Century Fox (21CF) | Executive Chairman; Co‑Chairman; Director | Exec Chairman 2015–2019; Co‑Chairman 2014–2015; Director since 1996 | Long-standing leadership and board tenure across predecessor entity . |
| NOVA Entertainment (Australia) | Executive Chairman | 2009–2022 | Guided Australian media asset portfolio . |
| Illyria Pty Ltd (private) | Executive Chairman | Since 2005 | Oversight of private investment company . |
| Ten Network Holdings (Australia) | Acting CEO; Non‑Executive Chairman; Director | Acting CEO 2011–2012; Non‑Exec Chair 2012–2014; Director 2010–2014 | Operational turnaround and governance in broadcast media . |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| News Corporation | Director; Co‑Chairman; Chair | Director since 2013; Co‑Chairman 2014–2023; Chair since 2023 | Cross‑company media leadership and strategic alignment . |
Fixed Compensation
| Component | FY2025 | Notes |
|---|---|---|
| Base Salary | $3,000,000 | No increase vs FY2024 . |
| Target Annual Bonus | $6,000,000 | Max payout $12,000,000 . |
| Non‑Equity Incentive Paid (Actual) | $10,680,000 | Result of quantitative and qualitative performance . |
| Annual LTI Target (Grant) | $11,000,000 | Under 2019 Shareholder Alignment Plan . |
| Total FY2025 SCT Compensation | $32,980,954 | Summary Compensation Table . |
Perquisites (FY2025)
| Perk | Amount |
|---|---|
| Personal Use of Corporate Aircraft | $100,728 |
| Car/Car Allowance | $14,400 |
| Company 401(k) Contributions | $14,000 |
| Life Insurance Premium (imputed) | $5,382 |
| Residential Security | $1,863,584 |
| Total Perquisites | $1,998,094 |
Performance Compensation
Annual Incentive (FY2025)
| Metric | Weighting | Target | Actual | Payout Multiple | Notes |
|---|---|---|---|---|---|
| Adjusted EBITDA | 75% | $3.07–$3.17B | $3.624B | 179% | Structured with threshold $2.50B, max $3.74B; payout math disclosed . |
| Qualitative factors | 25% | Pre‑set factors | Significant outperformance | 175% | Includes programming leadership, Tubi growth, strategic deals (e.g., Hulu, FOX One), ESG . |
| FY2025 Annual Incentive Calculation (CEO) | Value |
|---|---|
| Quantitative 75% of Target | $4,500,000 |
| Quantitative Subtotal | $8,055,000 (179%) |
| Qualitative 25% of Target | $1,500,000 |
| Qualitative Subtotal | $2,625,000 (175%) |
| Total Cash Bonus Paid | $10,680,000 |
Long‑Term Equity (FY2025 Grants; performance period FY2025–FY2027)
| Award Type | Weighting | Performance Metrics | Vesting | Status |
|---|---|---|---|---|
| Performance Stock Options (PSOs) | 25% | Stock Hurdle: closing price ≥15% above exercise for ≥30 consecutive days | Vest end of 3‑year performance period; 7‑year term thereafter | Stock hurdle achieved for Aug 2024 grants; options become exercisable Aug 12, 2027 upon meeting conditions . |
| Performance Stock Units (PSUs) | 25% | Adjusted EPS growth 15%; Adjusted FCF growth 15%; Relative TSR (vs S&P 500) 70% | 3‑year performance period; vest Aug 15, 2027 | Metric structure unchanged; company-selected measures disclosed . |
| Time‑vested RSUs | 50% | N/A | Equal annual tranches on Aug 15, 2025/2026/2027 | Ongoing vesting subject to continued service . |
PSU Results (FY2023–FY2025 performance period, vested Aug 15, 2025)
| Metric | Weight | Target | Actual | Weighted Contribution |
|---|---|---|---|---|
| Adjusted EPS growth | 15% | 12% | 20.96% | 28% |
| Adjusted FCF growth | 15% | 12% | 36.40% | 30% |
| Relative TSR | 70% | 50th percentile | 77.2th percentile | 140% |
| Final Performance Factor | 100% | — | — | 198% |
| Shares Earned (FY2023 PSU) | Target (#) | Final Shares (#) |
|---|---|---|
| Lachlan K. Murdoch | 87,303 | 172,859 |
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Beneficial Ownership (Class A) | 1,270,931 shares . |
| Beneficial Ownership (Class B) | 85,374,762 shares; may be deemed beneficial owner through LGC Holdco (disclaimed) . |
| Percent of Class B | 36.24% . |
| Options/DSUs (issuable within 60 days of Sep 22, 2025) | 1,894,031 shares . |
| Unvested Stock Awards (as of Jun 30, 2025) | 507,364 RSU/PSU units and 166,415 unearned PSUs; market value $28,432,679 and $9,325,897 respectively (based on $56.04) . |
| Outstanding Options | Multiple tranches incl. exercisable and performance-hurdled options; e.g., 576,701 options at $40.26 expiring 3/19/2026; 401,459 at $26.12 expiring 8/3/2030; PSOs granted 2022, 2023, 2024 all met 15% stock hurdle; next exercisability Aug 12, 2027 (2024 grant) . |
| Stock Ownership Guidelines | CEO required 6x base salary; as of end of FY2025, guidelines achieved . |
| Hedging/Pledging Policy | Company prohibits hedging and pledging by Directors and employees (direct holdings, and hedging directly or indirectly; equity comp cannot be pledged) . |
| Shares Pledged (RED FLAG) | 37,002,060 Class B shares pledged as collateral by LGC Holdco; Lachlan may be deemed a beneficial owner but disclaims ownership; governance optics negative despite policy language . |
Employment Terms
| Term | Detail |
|---|---|
| Agreement Term | Concludes June 30, 2026 . |
| Base Salary | $3.0M . |
| Target/Max Annual Bonus | Target $6.0M; Max $12.0M . |
| Annual LTI Target | $11.0M per year under 2019 SAP . |
| Severance (No CIC) | Greater of one year base + target bonus, or remainder of term base + target bonus; accelerated vesting of time‑based awards; continued vesting of performance‑based awards; full option term exercisability; employer portion of health premiums . |
| Severance (Double‑Trigger CIC, within 12 months) | Greater of two years base + 2x target bonus, or remainder of term base + target bonus; same equity and benefits treatment as above . |
| Quantified Separation Values (as of Jun 30, 2025) | Cash severance $9,000,000 (no CIC) / $18,000,000 (CIC); equity awards valued $53,356,416; health/other benefits $1,500,000; total $63,856,416 (no CIC) / $72,856,416 (CIC) . |
| Clawback Policy | Mandatory recovery of erroneously awarded incentive comp for restatements; discretionary recovery for harassment/discrimination/retaliation; extends beyond SEC/Nasdaq rules . |
| Restrictive Covenants | Employment agreements bind executives to restrictive covenants (non‑compete/non‑solicit scope not quantified in proxy) . |
| Pension/SERP/ISERA | Present value of accumulated retirement benefits: $22,751,000 total; ISERA provides enhanced retirement health/life benefits; additional $3.9M value if terminated without cause/with good reason due to added age/service credits . |
Board Governance
- Roles and Independence: Executive Chair and CEO since 2019; not independent. Board is 85.7% independent (6 of 7) with independent committees only .
- Lead Independent Director: Chase Carey, responsibilities include agenda approval, executive sessions, liaison duties, CEO performance evaluation input .
- Committees: Audit (Chair Roland Hernandez; members Carey, Johnson), Compensation (Chair William Burck; members Carey, Johnson, Ryan), Nominating & Corporate Governance (Chair Paul Ryan; members Abbott, Burck, Hernandez). Lachlan Murdoch serves on none (executives are not on key committees) .
- Meetings/Attendance: Board held 4 meetings in FY2025; all directors attended ≥75% of Board and committee meetings; independent directors met in executive session 4 times .
- Dual‑Class Structure: Board maintains dual‑class capital structure, citing journalistic independence and long-term interests .
- Director Fees (Executives): Directors who are executives do not receive director fees; non‑exec director program detailed separately .
Compensation Peer Group and Say‑on‑Pay
- Peer Group: AMC Networks, Charter, Comcast, Liberty Global, Live Nation, Netflix, Nexstar, Paramount, Sinclair, Sirius XM, Warner Bros. Discovery, Disney; no changes for FY2025 .
- Positioning: Aggregate cost of NEO target total direct compensation significantly below peer median .
- Say‑on‑Pay Support: 93% approval at 2024 Annual Meeting; continued investor engagement during FY2025 .
Related Party Transactions (Alignment/Risks)
- September 2025 secondary offering by certain Murdoch family trusts: ~16.8M Class B shares sold for gross proceeds of ~$900M; Company paid ~$870,000 in HSR filing fees for LGC Family Trusts/LGC Holdco per stockholders agreement . Potential supply overhang and governance optics.
Performance & Track Record
| Metric | FY2021 | FY2022 | FY2023 | FY2024 | FY2025 |
|---|---|---|---|---|---|
| Adjusted EBITDA ($M) | $3,087 | $2,955 | $3,191 | $2,883 | $3,624 |
| Net Income ($M) | $2,150 | $1,205 | $1,239 | $1,501 | $2,263 |
| TSR – $100 Initial Investment (FOXA) | $140 | $123 | $132 | $136 | $224 |
- FY2025 Business Outcomes: Tubi revenue >$1B (+29% YoY) and ~11B hours viewed; ad revenue +26%; affiliate fees +5%; cash and equivalents ~$5.4B; ~$1B repurchased in FY2025 and ~$6.6B since 2019; major sports ratings records (Super Bowl LIX ~128M viewers) and programming leadership .
Revenues (Context for growth under tenure)
| Metric | FY2021 | FY2022 | FY2023 | FY2024 | FY2025 |
|---|---|---|---|---|---|
| Revenues ($USD Millions) | $* | $* | $* | $* | $* |
| Values retrieved from S&P Global.* |
Director Compensation (Lachlan Murdoch)
- As an executive, he does not receive non‑executive director retainers; Non‑Executive Director program includes $100,000 cash retainer, $225,000 DSU retainer, and committee fees, with DSUs settling 5 years post‑grant or upon end of service; non‑exec directors are in compliance with 5x cash retainer ownership guidelines .
Compensation Committee Analysis
- Composition: Independent members (Burck, Carey, Johnson, Ryan); no interlocks .
- Consultant: FW Cook; Board determined independence and no conflicts .
- Practices: 50% of LTI is performance-based (PSUs/PSOs), diversified metrics (EPS, FCF, Relative TSR), capped payouts, clawback beyond SEC/Nasdaq, prohibition on hedging/pledging, ownership guidelines .
Risk Indicators & Red Flags
- Pledging: 37,002,060 Class B shares pledged by LGC Holdco; while Lachlan disclaims beneficial ownership, market optics and potential influence on liquidity are negative; Company policies prohibit pledging by directors/employees for direct holdings and equity comp .
- Dual Role and Dual Class: Executive Chair + CEO with dual‑class structure may elevate governance concerns; mitigated by Lead Independent Director and independent committees .
- Related‑party offering: 16.8M Class B sold by family trusts in Sep 2025; potential near‑term selling pressure .
- No single‑trigger CIC benefits; no excise tax gross‑ups; clawback strengthened—positive governance signals .
Investment Implications
- Alignment: High at‑risk pay (85% CEO target direct compensation), performance‑weighted LTI with robust PSU outcomes (198% factor for FY2023–FY2025) and PSO hurdles achieved, suggests strong linkage to shareholder returns .
- Liquidity/Supply: The Sep 2025 family trust offering (~16.8M Class B) and pledged shares at LGC Holdco introduce potential supply/overhang risks and governance optics to monitor .
- Retention/Continuity: Contract through June 30, 2026 with substantial severance economics (double‑trigger CIC total ~$72.9M modeled) and significant unvested equity supports retention; ownership guidelines met; extensive pension benefits add stickiness .
- Governance: Dual‑role CEO/Chair within a dual‑class structure is balanced by Lead Independent Director authority and fully independent key committees; say‑on‑pay support (93% in 2024) indicates investor acceptance, but continued engagement is warranted .
Note: Values in the Revenues table were retrieved from S&P Global.*