William Burck
FoxAbout William A. Burck
William A. Burck is an independent director of Fox Corporation, serving since June 2021. He is Global Co‑Managing Partner at Quinn Emanuel Urquhart & Sullivan, LLP (partner since 2012) and previously served in senior U.S. government roles, including Deputy Staff Secretary, Special Counsel and Deputy White House Counsel to President George W. Bush (2005–2009), Assistant U.S. Attorney in the Southern District of New York, and law clerk to Supreme Court Justice Anthony M. Kennedy. Age 54 as of September 22, 2025, he is recognized as a leading trial lawyer and corporate counselor, bringing regulatory and constitutional insight to FOX’s Board .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Quinn Emanuel Urquhart & Sullivan, LLP | Global Co-Managing Partner; Partner | Partner since 2012 | Leading trial lawyer advising companies, boards, senior executives on complex litigation and business matters |
| The White House (President George W. Bush) | Deputy Staff Secretary; Special Counsel; Deputy White House Counsel | 2005–2009 | Senior legal advisor in executive branch, strengthening Board insight on regulatory issues and constitutional questions |
| U.S. Department of Justice; SDNY | Assistant U.S. Attorney; Criminal Division | Not specified | Federal prosecutorial experience; enhances risk and compliance oversight perspective |
| U.S. Supreme Court | Law Clerk to Justice Anthony M. Kennedy | Not specified | Top-tier legal credential; deep constitutional law grounding |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Quinn Emanuel Urquhart & Sullivan, LLP | Global Co-Managing Partner | Since 2012 | Private law firm leadership; no FOX-related party transactions disclosed with QE |
Board Governance
- Independence: The Board affirmatively determined Burck is independent under Nasdaq rules; six of seven directors are independent .
- Committees: Chair, Compensation Committee; Member, Nominating & Corporate Governance Committee .
- Board attendance: In fiscal 2025, the Board held 4 meetings; all directors attended at least 75% of Board and committee meetings they were eligible to attend .
- Executive sessions: Independent directors met four times without management; Lead Independent Director presided .
- Lead Independent Director: Chase Carey (approves agendas/information, presides over executive sessions, oversees independence determinations) .
Fixed Compensation (Non-Executive Director; Fiscal 2025)
| Component | Amount (USD) | Notes |
|---|---|---|
| Annual Board Cash Retainer | $100,000 | Applies to all non-executive directors |
| Compensation Committee Chair Retainer | $25,000 | Chair premium |
| Compensation Committee Member Retainer | $15,000 | Member fee (chairs also counted as members) |
| Nominating & Corporate Governance Member Retainer | $10,000 | Member fee |
| Meeting Fees | $0 | No per-meeting fees |
| Total Cash Fees Paid (Burck) | $150,000 | Sum of components above as reflected in actual FY2025 cash |
Performance Compensation (Equity; Non-Executive Director; Fiscal 2025)
| Equity Element | Grant/Fair Value | Terms | Outstanding at 6/30/2025 |
|---|---|---|---|
| Annual DSU Retainer | $225,000 (program) | Settles in Class A stock at earlier of 5 years post-grant or end of service; dividend equivalents accrue | — |
| Stock Awards (Grant Date Fair Value) | $224,956 (Burck) | Aggregate FY2025 DSU grant value recognized | — |
| DSUs/Units Not Yet Vested | — | — | 25,479 units (Burck) |
Director Stock Ownership Guidelines and Alignment
- Guideline: Own at least 5x annual cash retainer (≥$500,000) within five years of first election; monitored by Compensation Committee .
- Compliance: All non-executive directors were in compliance as of end of fiscal 2025 .
- Hedging/Pledging: Prohibited for directors and employees, including any hedging or pledging of FOX securities or equity compensation .
FOX Executive Incentive Metrics (Context for Burck’s Compensation Committee Oversight)
| Program | Metric(s) | Weight/Design | FY2025 Targets/Outcomes |
|---|---|---|---|
| Annual Incentive | Adjusted EBITDA | 75% of bonus; threshold $2.50B (80%); target range $3.07–3.17B (100%); maximum $3.74B (120%) | Actual Adj. EBITDA: $3.624B; quantitative payout multiplier 179% |
| Annual Incentive | Qualitative factors | 25% of bonus; equal weighting across strategic/operational factors | Committee awarded 175% of target qualitative portion |
| Long-Term Incentive | Performance Stock Options (PSOs) | 25% LTI; 3-year performance period; vest only if stock price exceeds exercise price by ≥15% for ≥30 consecutive days; 7-year term post-vesting; FY2025 hurdle met | Hurdle met |
| Long-Term Incentive | Performance RSUs (PSUs) | 25% LTI; 3-year performance period; metrics: Adj. EPS growth (15%), Adj. FCF growth (15%), Relative TSR vs S&P 500 (70%) | Ongoing multi-year measurement |
| Long-Term Incentive | Time-vested RSUs | 50% LTI; vest annually over 3 years | Ongoing |
Other Directorships & Interlocks
| Category | Disclosure |
|---|---|
| Current public company boards | None disclosed in FOXA’s 2025 proxy for Burck |
| Committee interlocks | No interlocking relationships for the Compensation Committee in FY2025 |
| Compensation consultant | FW Cook retained; Board determined no conflict of interest (Feb 2025) |
Expertise & Qualifications
- Leading trial lawyer and corporate counselor with decades advising boards and senior executives on complex litigation and business matters .
- Senior U.S. government legal experience (White House Counsel’s Office; DOJ; SDNY), strengthening oversight on regulatory and constitutional issues .
- Board skills matrix indicates strengths in executive management, public company board experience, media industry exposure, corporate strategy, risk management & ESG, government & public policy, and non-profit/education/philanthropy .
Equity Ownership
| Holder | Class A Shares Beneficially Owned | Class B Shares Beneficially Owned | Options/DSUs Issuable within 60 Days | % of Class A | % of Class B |
|---|---|---|---|---|---|
| William A. Burck | 25,479 | — | — | * (<1%) | — |
Notes: Beneficial ownership includes DSUs payable in Class A on the earlier of five years post-grant or end of service . “*” denotes less than 1% .
Governance Assessment
- Strengths: Independent status; chairs a key board committee overseeing executive pay, ownership guidelines, clawback policy, and hedging/pledging restrictions . The Compensation Committee is entirely independent, used an independent consultant (FW Cook), and disclosed no interlocks . Attendance thresholds met; robust executive sessions; strong lead independent director role .
- Compensation Program Oversight Signals: Multi-metric design (Adjusted EBITDA, qualitative factors), and performance-weighted LTI with stock hurdles and Relative TSR, suggesting alignment with shareholder value and risk mitigation .
- Potential Red Flags/Conflicts: FOX’s dual-class capital structure concentrates voting power; Murdoch family-related transactions (Sept 2025 Class B share sale; company-paid HSR fees) underscore governance scrutiny, though these are overseen via related-party policy and Audit Committee . No related-party transactions disclosed involving Burck or Quinn Emanuel .
- Alignment: Non-executive director ownership guidelines (≥5x cash retainer) and prohibitions on hedging/pledging support skin-in-the-game and risk alignment; Burck’s DSU holdings and compliance indicate alignment with long-term shareholders .
Overall, Burck’s independence, legal/regulatory expertise, and leadership of the Compensation Committee are positives for board effectiveness and pay governance, with FOX’s performance-linked incentive design and ownership policies reinforcing alignment; monitoring continues to be warranted on dual-class dynamics and related-party transactions centered on controlling shareholders .