Susan Panuccio
About Susan Panuccio
Susan Panuccio (age 53) is a new independent director nominee to the HHH board, with a career spanning senior finance roles at KPMG, Ansett Australia, AngloGold Ashanti, and two decades at News Corporation, where she served as CFO of News UK (2008), CFO of News Corp Australia (2013), and CFO of News Corp starting in 2017; HHH notes her tenure at News Corp included leading a transition to digital/subscription businesses that delivered margin expansion and shareholder returns . The Board has determined she is independent under NYSE standards, and—if elected—she is expected to be appointed to the Audit Committee and anticipated to qualify as an “audit committee financial expert” under SEC rules . As a nominee, she had no committee assignments during the period covered by the proxy .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| KPMG | Finance roles (career start) | Not disclosed | Early professional foundation |
| Ansett Australia | Finance roles | Not disclosed | Operational finance experience |
| AngloGold Ashanti | Finance roles | Not disclosed | Corporate finance experience |
| News UK | Chief Financial Officer | 2008–not stated | Led finance; part of transformation toward digital/subscription |
| News Corp Australia | Chief Financial Officer | 2013–not stated | Senior finance leadership; served on boards of Foxtel and ASX-listed REA |
| News Corp (New York) | Chief Financial Officer | 2017–not stated (former) | Oversaw financial strategy; transformation delivered margin expansion and shareholder returns |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Foxtel | Board member (during News Corp Australia CFO) | Not disclosed | Board service; no committees disclosed |
| REA Group (ASX-listed) | Board member (during News Corp Australia CFO) | Not disclosed | Board service; no committees disclosed |
| Other current public company boards | None | — | No current external public boards at time of nomination |
Board Governance
- Independence: The Board has determined Ms. Panuccio meets NYSE independence standards .
- Expected committee assignment: If elected, she is expected to join the Audit Committee and is anticipated to qualify as an “audit committee financial expert” .
- Board/committee cadence: In 2025, HHH held 10 Board meetings; Audit and Compensation each held 5; Nominating & Corporate Governance (N&CG) and Technology each held 4 .
- Governance practices: Board and committees are 100% independent; regular executive sessions without management; annual evaluations (independent third-party every three years); prohibition on short sales, publicly traded options, hedging, pledging, margin accounts, and limit orders involving Company securities .
- Stockholder engagement: Ongoing investor outreach; clear process for stockholder communications to the Board .
Fixed Compensation
| Component | Amount/Structure | Vesting/Notes |
|---|---|---|
| Annual Board Retainer | $220,000 total: $145,000 in restricted stock + $75,000 in cash (director may elect to take up to all cash as restricted stock) | Restricted stock vests at the earlier of the next annual meeting or June 1 of the following year |
| Committee Chair Retainers | Audit: $30,000; Compensation: $20,000; N&CG: $15,000; Technology: $15,000 (rate increases effective Q3 2024 noted) | Annual |
| Committee Member Retainers | Audit: $15,000; Compensation/N&CG/Risk/Technology: $10,000 (increased from $5,000 effective Q3 2024) | Annual; Risk Committee dissolved June 2025 |
| Board Chair Retainer | $150,000 (of which $100,000 in restricted stock; remaining $50,000 cash or stock at Chair’s option) | Annual |
| Presiding Director Retainer | $50,000 cash | Annual |
| Education/Training Reimbursement | Up to $10,000 per year | Reimbursed expenses |
| Director Award Limit (under 2025 EIP) | Cash + equity compensation for any non-employee director capped at $950,000 per calendar year | Aggregate cap per director per year |
Performance Compensation
| Equity Feature | Terms | Notes |
|---|---|---|
| Restricted Stock (Directors) | Annual awards; vest on earlier of one year or next annual meeting (not less than 50 weeks for director awards) | Voting/dividend rights typically subject to vesting; dividends/dividend equivalents only vest/pay if underlying award vests |
| Restricted Stock Units | Unfunded promise to deliver shares/cash/other property, subject to vesting | No inherent stockholder rights unless determined in award agreement |
| Stock Options / SARs | Max 10-year term; exercise/strike price; no dividends or dividend equivalents on options/SARs | Available under 2025 EIP; not standard for director annual grants |
| Minimum Vesting | Awards vest no earlier than first anniversary of grant (director awards may vest on next annual meeting, but not less than 50 weeks) | Up to 5% of share reserve may be granted without minimum vesting at Committee’s discretion |
No director-specific performance metrics (e.g., TSR, EBITDA targets) are disclosed for non-employee director compensation. Equity awards to directors are time-based under the program .
Other Directorships & Interlocks
- Current public company boards: None .
- Prior boards: Foxtel and REA Group (ASX) during News Corp Australia CFO tenure .
- Interlocks/conflicts: No related-party transactions or interlocks involving Ms. Panuccio are disclosed in the proxy; Pershing Square agreements pertain to other directors/shareholders, not to Ms. Panuccio .
Expertise & Qualifications
- Skill matrix: HHH’s skills table assigns Ms. Panuccio strengths across operations, capital markets, marketing, technology, audit/tax/accounting/financial statements, financial expertise, and social/corporate governance .
- Audit expertise: Anticipated to qualify as an “audit committee financial expert” under SEC rules .
- Transformation track record: Led News Corp’s transition toward digital/subscription businesses, delivering margin expansion and shareholder returns .
Equity Ownership
| Holder | Shares Beneficially Owned | % of Outstanding |
|---|---|---|
| Susan Panuccio | – (none disclosed as of Aug 4, 2025) | – (not listed; less than 1% implied) |
- Director stock ownership guidelines: Non-management directors appointed on/after May 14, 2013 must own Company stock equal to 5× the annual retainer in effect on May 14, 2013 ($165,000), within 5 years of appointment (equivalent to $825,000 of stock based on that retainer benchmark) . As of Aug 4, 2025, each director was compliant and/or within the initial grace period .
- Hedging/pledging: Prohibited for directors and executives (short sales, publicly traded options, hedging, pledging, margin accounts, limit orders) .
Governance Assessment
- Board effectiveness: Panuccio adds deep CFO and audit expertise; her expected Audit Committee appointment strengthens financial oversight, with anticipated “audit committee financial expert” status enhancing credibility of the committee’s work .
- Independence and conflicts: She is independent under NYSE standards; no disclosed related-party transactions or interlocks with HHH counterparties—positive for investor confidence .
- Alignment and incentives: Director pay mix ties a significant portion to restricted stock with minimum vesting periods; ability to elect cash into equity supports alignment. The director award cap ($950,000) and minimum vesting requirements mitigate pay inflation and short-term incentives .
- Engagement: Robust governance practices (independent committees, executive sessions, annual evaluations, communication channels) indicate high-quality board process and stockholder engagement .
- Red flags: None disclosed specific to Ms. Panuccio. Initial ownership shows no shares at the record date, but HHH’s 5-year grace period and annual equity grants for directors are designed to drive compliance and alignment over time; hedging/pledging prohibitions reduce misalignment risk .