Peggy Johnson
FoxAbout Peggy Johnson
Margaret “Peggy” L. Johnson (age 63) is an independent director of Fox Corporation, serving since November 2023; she sits on the Audit Committee and Compensation Committee and is designated an Audit Committee “financial expert.” She is currently CEO of Agility Robotics (since March 2024) and previously served as CEO of Magic Leap, EVP Business Development at Microsoft, and senior executive roles at Qualcomm; she has been a director of BlackRock, Inc. since 2018.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Magic Leap, Inc. | Chief Executive Officer | Aug 2020 – Oct 2023 | Led AR pivot and restructuring (bio disclosure) |
| Microsoft Corporation | EVP, Business Development | 2014 – 2020 | Strategic deals and partnerships across industries |
| Qualcomm Technologies, Inc.; Qualcomm Incorporated | EVP; President, Global Market Development | Prior to 2014 | Senior operating roles in mobile/semis |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Agility Robotics | Chief Executive Officer | Mar 2024 – Present | Robotics engineering company |
| BlackRock, Inc. | Director | 2018 – Present | Current public company directorship |
| Live Nation Entertainment, Inc. | Director | 2013 – 2018 | Prior public company directorship |
| Huntington’s Disease Society of America (San Diego Chapter) | Advisor | 2010 – 2020 | Non-profit advisory role |
Board Governance
- Independence: Board affirmed Johnson is independent under Nasdaq rules; only independent directors serve on key committees.
- Committee assignments: Audit Committee member; Compensation Committee member; not a chair.
- Audit expertise: Board determined she is an “audit committee financial expert.”
- Meeting cadence: FY2025 Board met 4 times; Audit held 6 meetings; Compensation held 4.
- Attendance: All directors attended ≥75% of Board/committee meetings; Johnson did not attend the Company’s 2024 annual meeting (others did).
- Executive sessions: Independent directors met in executive session 4 times in FY2025; Lead Independent Director presides.
Fixed Compensation
| Component | FY2025 Amount | Notes |
|---|---|---|
| Annual Cash Retainer | $100,000 | Standard Board cash retainer |
| Annual DSU Retainer (stock-settled) | $225,000 | Increased from $195k effective post-2024 annual meeting |
| Audit Committee Member Retainer | $15,000 | Member (not chair) |
| Compensation Committee Member Retainer | $15,000 | Member (not chair) |
| Meeting Fees | $0 | No per-meeting fees paid |
| FY2025 Director Compensation (Johnson) – Cash | $130,000 | Fees earned/paid in cash |
| FY2025 Director Compensation (Johnson) – Stock Awards | $224,956 | Grant date fair value of DSUs |
| FY2025 Director Compensation (Johnson) – Total | $354,956 | Cash + stock awards total |
Performance Compensation
- Structure: Non-executive director equity is stock-settled Deferred Stock Units (DSUs) paid in Class A stock on the earlier of five years after grant or end of service; not performance-conditioned.
- Hedging/Pledging: The Company prohibits directors from hedging or pledging Company securities.
- Clawbacks: Clawback policy applies to covered officers; director equity structure is not performance-based.
| Equity Element | Johnson FY2025 Status | Vesting/Settlement | Notes |
|---|---|---|---|
| DSUs outstanding (not yet settled) | 11,488 units | Settles in stock at earlier of five years post-grant or end of service | Includes accrued dividend equivalents; not tied to performance metrics |
Other Directorships & Interlocks
| Company | Role | Potential Interlock/Conflict View |
|---|---|---|
| BlackRock, Inc. | Director | BlackRock is not disclosed as a >5% beneficial owner of FOX in the proxy’s ownership table (Vanguard and LGC Holdco are listed), mitigating direct voting control concerns. Information-flow optics should be monitored given BlackRock’s market presence. |
Expertise & Qualifications
- Technology/innovation operator: Senior leadership across Qualcomm, Microsoft, Magic Leap; current CEO of Agility Robotics.
- Financial/audit oversight: Designated audit committee financial expert; serves on Audit Committee.
- Strategic partnerships/M&A: Documented business development experience at Microsoft and prior roles at Qualcomm.
Equity Ownership
| Class | Shares Beneficially Owned | Percent of Class |
|---|---|---|
| Class A Common Stock | 11,488 | <1% (denoted “*” in proxy) |
| Class B Common Stock | 0 | N/A |
- Stock ownership guidelines: Non-executive directors must own ≥5x the annual cash retainer by the fifth anniversary; as of FY2025 all non-executive directors were in compliance.
Governance Assessment
-
Positives:
- Independent director with dual committee service (Audit and Compensation) and audit financial expert designation bolsters oversight quality.
- Transparent director pay structure emphasizing equity alignment via DSUs; prohibition on hedging/pledging strengthens alignment.
- Attendance threshold met across Board/committee meetings; executive sessions held regularly under Lead Independent Director.
-
RED FLAGS / Watch items:
- Missed attendance at the 2024 annual meeting (optics for investor engagement), although overall meeting attendance threshold was met.
- External time commitments: Concurrent CEO role at Agility Robotics plus BlackRock directorship could create bandwidth concerns; monitor for overboarding risk, though not flagged by FOX’s independence determination.
-
Contextual company governance considerations (board-level):
- Dual-class structure concentrates Class B voting power (e.g., LGC Holdco owns ~36.24% and has pledged 37,002,060 Class B shares as collateral), which can limit Class A investor influence; not specific to Johnson but relevant to governance risk profile.
-
Compensation program feedback:
- Director comp levels and structure (cash + DSUs; no meeting fees) are consistent with peer-aligned practices disclosed and were reviewed with an independent consultant (FW Cook).