Steven Tomsic
FoxAbout Steven Tomsic
Steven Tomsic, 55, has served as Fox Corporation’s Chief Financial Officer since October 2018, overseeing corporate and operational finance including capital markets, M&A, treasury, tax, FP&A, accounting and external reporting . FOX’s incentive framework emphasizes Adjusted EBITDA, EPS/FCF growth and TSR: FY2025 Adjusted EBITDA was $3.624B, underpinning a 179% payout on the quantitative portion of annual incentives; the FY2023–FY2025 PSU cycle paid 198% on 20.96% average annual adjusted EPS growth, 36.40% adjusted FCF growth, and 77.2nd percentile relative TSR .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Fox Corporation | Chief Financial Officer | Oct 2018–present | Oversees corporate and operational finance, capital markets, M&A, treasury, tax, FP&A, accounting, external reporting |
| 21st Century Fox (21CF) | Deputy CFO | 2017–Mar 2019 | Senior finance leadership through corporate transition period |
| 21st Century Fox (21CF) | EVP, Corporate Finance | 2015–2017 | Led corporate finance functions |
| Sky Deutschland AG | Chief Financial Officer | 2010–2015 | CFO of German pay-TV operator (21CF affiliate) |
| 21CF Europe/Asia; European channels; Sky Italia; FOXTEL (Australia) | Various finance roles | — | Regional finance leadership across Europe/Asia and pay-TV platforms |
| Boston Consulting Group; Nomura; ANZ Bank | Early career roles | — | Strategy/finance foundations prior to joining 21CF |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Not disclosed in the 2025 FOX proxy | — | — | — |
Fixed Compensation
Multi-year summary compensation (fiscal years ended June 30):
| Metric (USD) | FY 2023 | FY 2024 | FY 2025 |
|---|---|---|---|
| Base Salary | $1,750,000 | $1,750,000 | $1,750,000 |
| Stock Awards (RSUs/PSUs grant-date fair value) | $2,500,493 | $2,549,949 | $2,889,519 |
| Option Awards (grant-date fair value) | $750,000 | $750,000 | $750,000 |
| Non-Equity Incentive (Annual bonus) | $1,853,125 | $2,750,000 | $4,895,000 |
| All Other Compensation | $26,461 | $39,185 | $36,988 |
| Total | $6,880,079 | $7,839,134 | $10,321,507 |
Additional fixed terms:
- Base salary: $1.75M; Annual Incentive target: $2.75M (max $5.5M); Annual SAP (long-term equity) target: $3.0M .
Performance Compensation
Annual Incentive (FY2025)
- Structure: 75% quantitative (Adjusted EBITDA vs budget), 25% qualitative; quantitative threshold $2.50B, target range $3.07–$3.17B, maximum $3.74B .
- Company results: Adjusted EBITDA $3.624B → quantitative payout 179%; qualitative multiplier 175% .
| Component | Weight | Target | Actual | Payout Multiple | Payout ($) |
|---|---|---|---|---|---|
| Adjusted EBITDA (Quantitative) | 75% | $2,062,500 (75% of $2.75M) | $3.624B vs $3.07–$3.17B target | 179% | $3,691,875 |
| Qualitative | 25% | $687,500 (25% of $2.75M) | Committee assessment | 175% | $1,203,125 |
| Total Annual Incentive | — | $2,750,000 | — | — | $4,895,000 |
Notes: Adjusted EBITDA is revenues less operating and SG&A, excluding specified items; rationale for metric selection detailed in CD&A .
Long-Term Incentives (Design and FY2025 Grants)
- Mix: 25% performance stock options (PSOs, 3-year performance window), 25% PSUs (3-year), 50% time-vested RSUs (3 equal tranches) .
- PSU metrics/weights: Average annual adjusted EPS growth (15%), average annual adjusted FCF growth (15%), Relative TSR vs S&P 500 (70%) .
- PSO hurdle: 15% stock price increase over exercise price sustained for 30 consecutive days within 3-year window (Aug 12, 2024 grant hurdle met) .
FY2025 plan-based awards (grant date Aug 12, 2024):
| Award | Quantity/Terms | Exercise Price | Vesting | Grant-Date Fair Value |
|---|---|---|---|---|
| PSUs (target) | 22,007 shares (7,702 thr / 22,007 tgt / 44,014 max) | — | Cliff vest at Aug 15, 2027 based on EPS/FCF/TSR | $1,180,455 |
| RSUs (time-based) | 44,014 shares | — | 1/3 on Aug 15 of 2025, 2026, 2027 | $1,709,064 |
| PSOs (performance options) | 64,267 options | $38.98 | Become exercisable Aug 12, 2027 if 15% hurdle achieved (met) | $750,000 |
FY2023–FY2025 PSU outcome:
| Metric | Weight | Target | Actual | Weighted Contribution |
|---|---|---|---|---|
| Avg annual adjusted EPS growth | 15% | 12% | 20.96% | 28% |
| Avg annual adjusted FCF growth | 15% | 12% | 36.40% | 30% |
| Relative TSR (vs S&P 500) | 70% | 50th percentile | 77.2nd percentile | 140% |
| Final Performance Factor | — | — | — | 198% |
| Tomsic: Target PSU shares; Shares earned | — | 23,808 | — | 47,139 |
Equity Ownership & Alignment
Beneficial Ownership (as of Sept 22, 2025)
| Holder | Class A Owned | Options/DSUs (within 60 days) | % of Class A |
|---|---|---|---|
| Steven Tomsic | 180,556 | 333,713 | <1% |
- Ownership guidelines: 2x base salary for CFO; all NEOs, including Tomsic, met guidelines at FY2025 year-end .
- Hedging/pledging: Company prohibits pledging or hedging of FOX securities by executives; no dividends paid on unvested equity; no single-trigger CIC; no excise tax gross-ups .
Outstanding Equity Awards (June 30, 2025)
| Type | Quantity | Exercise Price | Expiration | Status/Value |
|---|---|---|---|---|
| Stock options (exercisable) | 70,091 | $40.26 | 3/19/2026 | — |
| Stock options (exercisable) | 68,306 | $36.00 | 8/5/2026 | — |
| Stock options (exercisable) | 72,992 | $26.12 | 8/3/2030 | — |
| Stock options (exercisable) | 50,000 | $34.83 | 8/3/2031 | — |
| Stock options (unexercisable) | 72,324 | $33.50 | 8/8/2032 | Performance hurdle achieved; exercisable 8/8/2025 |
| Stock options (unexercisable) | 72,046 | $34.84 | 8/9/2033 | Hurdle achieved; exercisable 8/9/2026 |
| Stock options (unexercisable) | 64,267 | $38.98 | 8/12/2034 | Hurdle achieved; exercisable 8/12/2027 |
| Unvested RSUs (shares) | 138,368 | — | — | $7,754,143 MV |
| Unearned PSUs (shares) | 45,384 | — | — | $2,543,319 MV |
Vesting/realizations in FY2025:
- Options exercised: 45,249 shares; value realized $681,107 .
- Stock awards vested: 48,862 shares; value realized $1,908,550 .
Employment Terms
- Term: Employment agreement through June 30, 2026; position: CFO .
- Base salary: $1.75M; Annual Incentive target: $2.75M; maximum: $5.5M; Annual SAP target: $3.0M .
- Severance (during term; double-trigger for CIC, no single-trigger):
- Without cause/Good reason (no CIC): Cash severance = greater of (1) one year base + target bonus, or (2) salary + target bonus for remainder of term; time-based equity accelerates; performance-based equity continues subject to performance; continued employer-paid health benefits; vested options exercisable for full term .
- With CIC (termination within 12 months): Cash severance = greater of (1) two years base + 2x target bonus, or (2) base + target bonus for remainder of term; same equity and benefits treatment .
- Quantified potential payments (assumed termination on June 30, 2025):
| Scenario | Cash Severance | Equity Awards | Health/Other Benefits | Total |
|---|---|---|---|---|
| By Company for Cause | $0 | $12,008,096 | $0 | $12,008,096 |
| By Company w/o Cause or Good Reason | $4,500,000 | $14,551,415 | $72,296 | $19,123,711 |
| By Executive w/o Good Reason | $0 | $14,551,415 | $0 | $14,551,415 |
| CIC + Qualifying Termination | $9,000,000 | $14,551,415 | $72,296 | $23,623,711 |
Policies/governance:
- Clawback: Mandatory recovery of erroneously awarded incentive-based compensation on restatement; discretionary clawback for misconduct and specified behaviors .
- No hedging/pledging; no single-trigger CIC; no excise tax gross-ups .
Performance & Track Record
- Tenure and scope: CFO since Oct 2018; extensive global media finance experience across 21CF and Sky; oversees all FOX finance functions .
- Company outcomes tied to incentives:
- FY2025 Adjusted EBITDA: $3.624B; underpinned annual bonus outcomes .
- FY2023–FY2025 PSU cycle: 198% payout on EPS/FCF growth and 77.2nd percentile relative TSR .
- Realized equity activity signals: FY2025 option exercises (45,249) and vesting (48,862) indicate ongoing monetization opportunities in line with vesting schedules and option hurdles achieved .
Compensation Committee, Peer Group, Say‑on‑Pay
- Peer group used for context (no formulaic targets): AMC Networks, Charter, Comcast, Liberty Global, Live Nation, Netflix, Nexstar, Paramount Global, Sinclair, Sirius XM, Warner Bros. Discovery, Disney; aggregate NEO target pay “significantly below” peer median .
- Say-on-pay support: 93% approval in 2024; ~94% average support over past five years .
Equity Ownership & Alignment (Policy Highlights)
- Stock ownership guideline for CFO: 2x base salary; in compliance .
- No hedging or pledging permitted; no dividends on unvested equity .
Investment Implications
- Pay-for-performance alignment: Heavy weighting to Adjusted EBITDA (annual) and EPS/FCF growth and Relative TSR (long-term) produced above-target payouts on strong FY2025 EBITDA and three-year performance; long-term incentives include robust stock-price hurdles (met for 2022–2024 grants), reinforcing shareholder alignment .
- Retention vs. selling pressure: Significant unvested RSUs (138,368; ~$7.75M) and unearned PSUs (45,384; ~$2.54M) provide retention incentive into 2026–2027; upcoming option exercisability dates (Aug 2026 and Aug 2027) and annual RSU vesting may create episodic liquidity events but within a framework that maintains alignment and prohibits hedging/pledging .
- Downside protection and change-of-control: Double-trigger CIC (no single-trigger) with quantified severance of $23.6M under CIC scenario; no excise tax gross-ups; clawback policy is robust—mitigates tail-risk in incentive payouts .
- Governance risk low; support high: Strong historical say-on-pay support (~94%) and peer-relative pay positioned below median suggest limited external pressure on compensation design; continuing performance delivery will be key to sustaining support .