Paul Ryan

About Paul D. Ryan

Paul D. Ryan (age 55) has served on Fox Corporation’s Board since March 2019; he is independent, chairs the Nominating & Corporate Governance (NCG) Committee, and sits on the Compensation Committee . His background includes service as the 54th Speaker of the U.S. House of Representatives (2015–2019), Chair of the House Ways & Means Committee (Jan–Oct 2015), Chair of the House Budget Committee (2011–2015), and U.S. Representative (1999–2019). He is also Professor of the Practice (Political Science and Economics) at the University of Notre Dame since 2019 .

Past Roles

External Roles

Board Governance

• Independence: Board affirmatively determined Ryan is independent under Nasdaq rules; only independent directors serve on key committees .
• Committees: Chair, NCG Committee; member, Compensation Committee .
  • NCG responsibilities include board succession, director qualifications, independence, stockholder engagement, sustainability/CSR oversight, political activities policy oversight, and zero-tolerance discrimination oversight .
  • Compensation Committee responsibilities include CEO/NEO pay setting, plan oversight, stock ownership guidelines, hedging/pledging policy review, and use of independent consultant FW Cook; no interlocks disclosed .
• Attendance: Board met 4 times in FY2025; all directors attended at least 75% of Board/committee meetings; independent directors met in executive session 4 times; all directors attended the 2024 annual meeting except Ms. Johnson .
• Lead Independent Director: Chase Carey (not Ryan) with significant responsibilities over agendas, information flow, and executive sessions .

Fixed Compensation

• DSU settlement: Class A shares underlying DSUs are paid at the earlier of five years from grant or upon end of service; no meeting fees; reasonable expenses reimbursed .

Performance Compensation

• FOX does not disclose performance-based compensation for non-executive directors; director equity is provided as DSUs settled in stock on a fixed schedule .
• Hedging/pledging: Directors are prohibited from hedging or pledging FOX securities; short sales and FOX-based derivatives are also prohibited .

Other Directorships & Interlocks

Expertise & Qualifications

• Board skills matrix highlights Ryan’s strengths in Government & Public Policy, Risk Management & ESG, Strategy, Business Development/M&A/Capital Markets, and Public Company Board experience .
• His policy background provides perspective on strategy and operations in regulated industries .

Equity Ownership

• Ownership guidelines: Non-executive directors must own equity equal to ≥5x annual cash retainer by fifth anniversary; as of FY2025, all were in compliance; unexercised options and unearned performance awards do not count .
• Prohibition on hedging/pledging applies to directors and their controlled entities .

Recent Insider Trades (Form 4)

Note: The security ownership table is as of 9/22/2025 ; Form 4 sales on 10/31/2025 subsequently reduced Ryan’s directly held Class A shares to zero .

Governance Assessment

• Committee leadership: As NCG Chair, Ryan oversees director succession, independence determinations, stockholder engagement, ESG/political transparency, and discrimination/harassment oversight, positioning him at the center of governance processes that influence investor confidence .
• Independence and attendance: Independent status affirmed; Board/committee attendance above threshold supports engagement; regular executive sessions indicate effective independent oversight .
• Director pay & alignment: Compensation emphasizes equity via DSUs ($225k/year) and meaningful cash retainer; stock ownership guidelines and hedging/pledging prohibitions strengthen alignment with long-term holders .
• Shareholder signals: FY2024 Say-on-Pay received 93% support, and management engaged with holders representing ~29% of unaffiliated Class B—supportive of Board’s oversight and pay design consistency .
• Structural risks: FOX maintains a dual-class structure (NCG continues to support it) and supermajority vote provisions to protect minority holders—Board recommended against a proposal to eliminate supermajority thresholds. These features can attract governance scrutiny even as they aim to balance control and minority protection. Ryan’s chairmanship of NCG places him at the locus of these policies and stockholder dialogues .
• Related-party oversight: Audit Committee (not chaired by Ryan) reviews related party transactions; the proxy discloses Murdoch family trust transactions and pledged Class B shares at LGC Holdco (36.2% ownership; 37,002,060 pledged), but no related-party transactions or pledging tied to Ryan are disclosed; FOX’s policies prohibit director hedging/pledging .

Director Compensation Structure Details (Reference)

Say-on-Pay & Shareholder Feedback

• FY2024 Say-on-Pay approval: 93% .
• Engagement: 25+ meetings with largest holders representing ~29% of unaffiliated Class B; ongoing outreach and responsiveness communicated .

Risk Indicators & Red Flags

• Dual-class structure supported by NCG may sustain control concentration, a common investor concern, though framed by FOX as protecting journalistic independence .
• Supermajority voting standards retained; Board recommended “AGAINST” proposal to shift to simple majority, citing minority protection—likely to draw governance-focused scrutiny despite rationale .
• Pledging: Significant pledging by LGC Holdco (Murdoch-related) noted; directors are prohibited from pledging FOX securities, and no Ryan pledging disclosed .
• No disclosed related-party transactions involving Ryan; RPT policy requires independent review/approval for transactions above $120k .

Committee Assignments (Paul D. Ryan)

Quantitative Summary: Director Equity and Ownership

Governance Assessment

• Overall, Ryan’s independent status, committee leadership, and consistent meeting engagement support board effectiveness. His policy and strategy background is additive for risk oversight, stockholder engagement, ESG/political transparency, and succession planning .
• Alignment is reinforced by DSU-based equity, ownership guidelines compliance, and prohibitions on hedging/pledging; his October 2025 sale of directly held Class A shares reduces immediate “skin-in-the-game” optics, though DSU holdings and policy constraints continue the alignment mechanism .
• Key monitoring areas for investors: (i) NCG’s stance on dual-class and supermajority thresholds, (ii) transparency on political activities reporting (overseen by NCG), and (iii) any emerging related-party exposures—mitigated by FOX’s RPT policy and Audit Committee reviews .