Roland Hernandez

About Roland A. Hernandez

Roland A. Hernandez, age 67, has served as an independent director of Fox Corporation since 2019. He is Chair of the Audit Committee and a member of the Nominating and Corporate Governance (NCG) Committee; the Board has affirmatively determined he is independent and he is designated an “audit committee financial expert.” All directors, including Mr. Hernandez, attended at least 75% of Board and applicable committee meetings in fiscal 2025, and the independent directors met in executive session four times.

Past Roles

External Roles

Board Governance

• Committee leadership and memberships: Audit (Chair), NCG (Member). The Audit Committee (Hernandez as Chair; members Carey and Johnson) met six times in FY2025 and oversees financial reporting integrity, auditor independence, compliance, risk management (including cybersecurity and AI), related-party review, and ethics program. Mr. Hernandez is designated an “audit committee financial expert.”
• Independence and oversight: Board committees are composed solely of independent directors; the Board annually elects a Lead Independent Director (Chase Carey) who presides over executive sessions and oversees Board self-evaluation, independence determinations, and agenda/schedule approval. Independent directors held four executive sessions in FY2025.
• Attendance and engagement: Board held four meetings in FY2025; all directors met at least the 75% attendance threshold; independent directors met without management four times.
• Risk oversight: Audit Committee oversees risk assessment and major risk exposures; Compensation Committee oversees compensation-related risks; NCG oversees governance, sustainability, CSR, and political activities oversight.

Fixed Compensation

• FY2025 Non‑Executive Director retainer structure: | Component | Amount | |---|---| | Annual cash retainer | $100,000 | | Annual stock‑settled Deferred Stock Units (DSUs) retainer (grant-date fair value) | $225,000 | | Audit Committee Chair retainer | $30,000 | | Audit Committee member retainer | $15,000 | | NCG Committee member retainer | $10,000 | | Meeting fees | None (no fees per meeting) |

• FY2025 compensation paid to Mr. Hernandez: | Name | Fees Earned/Paid in Cash ($) | Stock Awards ($) | Total ($) | |---|---:|---:|---:| | Roland A. Hernandez | $153,084 | $224,956 | $378,040 |

Note: DSU amounts reflect aggregate grant-date fair value; Non‑Executive Directors are reimbursed for reasonable travel and out‑of‑pocket expenses.

Performance Compensation

• Director equity structure and vesting: | Instrument | Grant Mechanism | Vesting/Settlement Terms | Performance Conditions | |---|---|---|---| | DSUs (settled in Class A) | Annual DSU retainer | Settle on earlier of (i) first trading day of the quarter five years after grant or (ii) end of service; dividend equivalents accrue as additional DSUs | None disclosed for directors; no performance metrics tied to director equity |

• Outstanding DSUs/units at June 30, 2025: | Name | Unvested DSUs/Units | |---|---:| | Roland A. Hernandez | 31,348 |

Other Directorships & Interlocks

Related‑party transactions: FOX’s RPT policy requires Audit Committee approval; FY2025 disclosures include Murdoch family trust transactions and HSR expenses, but no transactions identified as involving Mr. Hernandez.

Expertise & Qualifications

• Board skills matrix: Mr. Hernandez is cited by FOX for Executive Management, Public Company Board, Media Industry, Finance & Accounting, Corporate Strategy, Technology, Risk Management & ESG, and Business Development/M&A & Capital Markets.
• Audit Committee Financial Expert designation under SEC rules.

Equity Ownership

• Beneficial ownership as of September 22, 2025: | Holder | Class A Shares Beneficially Owned | Option/DSU Shares (payable within 60 days) | % of Class A | |---|---:|---:|---:| | Roland A. Hernandez | 35,910 | 8,084 | <1% (*) |

• DSUs included in Class A beneficial ownership (settle later): 23,264 DSUs included in Class A count, excluding 8,084 DSUs payable within 60 days.

• Ownership guidelines: Non‑Executive Directors must own equity equal to ≥5x annual cash retainer within 5 years of first election; all Non‑Executive Directors were in compliance at FY2025 year‑end. Hedging and pledging of FOX securities are prohibited for directors.

(*) Represents less than 1% of the outstanding Class A Common Stock.

Governance Assessment

• Strengths:
  • Independent director with deep media operating experience; Audit Chair and SEC‑designated financial expert; consistent governance oversight record (six Audit Committee meetings).
  • Strong engagement and attendance; regular independent director executive sessions; Board‑level risk oversight distributed across committees.
  • Ownership alignment via DSU retainer; director ownership guidelines met; strict prohibitions on hedging/pledging.
• Potential risks/considerations:
  • FOX’s dual‑class capital structure concentrates voting power in Class B (Murdoch‑related entities), which can limit the influence of independent directors and public Class A holders; however, committee independence and Lead Independent Director role mitigate governance concerns.
  • Director pay program adjustments in 2024 increased DSU retainer (to $225,000) and certain chair fees, aligning with peers but increasing guaranteed equity components (not performance‑based for directors).

Say‑on‑Pay & Shareholder Feedback (context)

Board‑recommended “1 Year” frequency adopted; indicates strong shareholder support for compensation framework.

Fixed Compensation (Program Details for Non‑Executive Directors)

Performance Compensation (Director Metrics)

• No performance metrics (e.g., EBITDA, TSR) apply to Non‑Executive Director equity; DSUs are time‑based deferrals with settlement triggers, and dividend equivalents accrue as DSUs.

Related‑Party Transactions (Conflicts Check)

• Audit Committee RPT policy covers transactions >$120,000 with directors and related persons; FY2025 disclosures include Murdoch family trust equity offering and HSR expenses but do not identify any Hernandez‑related party transactions.

Equity Ownership & Alignment Summary

No shares pledged or hedged by Mr. Hernandez are disclosed by FOX.

Other Notes

• Director compensation benchmarking and governance advice provided by FW Cook; Board determined no consultant conflict of interest.
• Audit Committee report signed by Hernandez (Chair), affirming oversight of financial reporting and auditor independence.