Ana Paula Pessoa
Independent Director at NWSA
Board
About Ana Paula Pessoa
Ana Paula Pessoa, age 58, is an independent director of News Corporation (NWSA) since June 2013, serving on the Audit and Nominating & Corporate Governance Committees. She is a Stanford-trained economist with a BA in Economics and International Relations and an MA in Development Economics, and has senior operating experience as CFO of Infoglobo and the Rio 2016 Olympic & Paralympic Games, plus technology leadership at Kunumi AI. Her board credentials emphasize risk oversight in digital/AI, financial acumen, and media industry expertise .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Globo Organizations | Various leadership roles; CFO (Infoglobo) | 1993–2011; CFO 2001–2011 | Oversaw newspaper/Internet/cable/satellite/telecom; financial leadership |
| Infoglobo (Globo) | CFO; New Business Director | 2001–2011 (CFO); 2008–2011 (New Business) | Drove digital/media operations and new business initiatives |
| Brunswick Group | Partner | 2012–2015 | Corporate communications; strategic advisory |
| Rio 2016 Olympics | Chief Financial Officer | 2015–2017 | Large-scale financial management; event governance |
| Kunumi Inteligencia Artificial SA | Chair, Director, Partner, Chief Strategy Officer | 2017–2024 (Chair 2017–2022; Director 2017–2023; Partner 2017–2024; CSO 2017–2019) | AI leadership; cybersecurity/AI risk oversight; business development |
| Avanti SC | Founder & Partner | 2000–present | Strategic planning; governance advisory |
External Roles
| Company/Institution | Role | Tenure | Committees/Notes |
|---|---|---|---|
| Cosan S.A. | Director | 2022–2025 | Board member; sustainability committee mention in external filings |
| Suzano S.A. | Director | 2019–2024 | Audit Committee member/coordinator; board attendance 100% (issuer disclosure) |
| Credit Suisse Group AG | Director | 2018–2023 | Audit, Conduct & Financial Crime, Innovation committees (issuer disclosure) |
| Vinci SA | Director | 2015–2023 | Strategy & Investment Committee (issuer disclosure) |
| Stanford University Global Advisory Council | Member | Since 2018 | Advisory governance |
Board Governance
- Committee memberships: Audit; Nominating & Corporate Governance. Audit met 7 times; Nominating & Corporate Governance met 4 times in fiscal 2025 .
- Independence: The Board affirmed Ms. Pessoa’s independence under Nasdaq rules in August 2025 .
- Attendance: In fiscal 2025, each director attended at least 75% of Board and relevant committee meetings; all six then-serving directors attended the November 2024 annual meeting. Independent directors held four executive sessions without management .
- Oversight scope: Audit Committee members are designated “audit committee financial experts” and oversee financial reporting, internal controls, cyber/data protection, and compliance (including the Compliance Steering Committee) .
- Overboarding policy: The Board enforces limits and confirms all current members comply, reducing overcommitment risk .
Fixed Compensation
Fiscal 2025 director fee structure and Ms. Pessoa’s compensation indicate a balanced cash/equity mix designed for alignment:
| Fiscal 2025 Annual Board and Committee Retainers | Amount |
|---|---|
| Board Cash Retainer | $100,000 |
| Board DSU Retainer | $195,000 |
| Audit Committee Member Retainer | $15,000 |
| Nominating & Corporate Governance Committee Member Retainer | $10,000 |
| Meeting Fees | Not disclosed (no per-meeting fees indicated) |
| Director Compensation – Fiscal Year Ended June 30, 2025 | Fees Earned or Paid in Cash | Stock Awards (DSUs, grant-date fair value) | All Other Compensation | Total |
|---|---|---|---|---|
| Ana Paula Pessoa | $125,000 | $204,065 | $— | $329,065 |
Notes:
- DSUs are awarded quarterly and vest on the 5-year schedule or at end of service, and are payable in cash based on Class A closing price at vesting; dividend equivalents accrue as additional DSUs .
- For fiscal 2025, the DSU retainer increased $20,000 vs. fiscal 2024 following peer benchmarking; Lead Director retainer increased $15,000 .
Performance Compensation
Director pay at NWSA is not performance-linked via quantified metrics (e.g., no PSUs/options for directors); alignment is achieved through DSUs tied to stock price performance and dividend equivalents.
| Performance Linkage in Director Compensation | Detail |
|---|---|
| Quantitative performance metrics (e.g., revenue, EBITDA, TSR) | None for directors disclosed; DSUs are time-based, cash-settled at vesting per stock price |
| Equity instrument | Quarterly DSUs; dividend equivalents accrue; cash settlement at vest |
Other Directorships & Interlocks
| Entity | Sector Overlap with NWSA | Potential Conflict / Interlock | Disclosure Notes |
|---|---|---|---|
| Cosan S.A. | Energy/industrial; limited overlap with NWSA media/information | None disclosed | Tenure 2022–2025 |
| Suzano S.A. | Pulp & paper; indirect publishing supply-chain adjacency | None disclosed | Tenure 2019–2024; Audit Committee role |
| Credit Suisse Group AG | Financial services | None disclosed | Tenure 2018–2023; multiple committee roles |
| Vinci SA | Infrastructure/construction | None disclosed | Tenure 2015–2023 |
- NWSA’s related person transactions disclosure lists Murdoch-affiliated dealings (e.g., NOVA, ScaleUp) and does not identify transactions involving Ms. Pessoa, indicating no reported related-party exposure for her above $120,000 .
Expertise & Qualifications
- Finance and operations: CFO experience (Infoglobo; Rio 2016) with large-scale budgetary control and transformation .
- Digital/AI risk oversight: Leadership at Kunumi AI; cybersecurity and AI governance experience highlighted in NWSA profile .
- Media industry depth: 18 years at Globo spanning newspaper, internet, cable/satellite, telecom operations .
- Education: BA Economics & International Relations; MA Development Economics, Stanford University .
Equity Ownership
| Beneficial Ownership (as of September 10/11, 2025 or 2024, per filings) | Class A Shares | Class B Shares | Percent of Class | Source |
|---|---|---|---|---|
| Ana Paula Pessoa | 0 | 0 | <1% (asterisk denoting less than 1%) | 2025 PRE 14A security ownership table |
| Unvested Director Equity Awards (DSUs) – End of Fiscal 2025 | Units |
|---|---|
| Ana Paula Pessoa | 44,225 |
- Stock ownership guidelines: Non-Executive Directors must hold Company equity (including DSUs) equal to at least 5x the annual cash retainer ($500,000 for fiscal 2025); NWSA states all Non-Executive Directors are in compliance .
- Hedging policy: Directors are prohibited from hedging Company securities; trading policy prohibits derivative strategies against Company stock .
Governance Assessment
- Board effectiveness: Ms. Pessoa brings complementary AI/digital risk and finance expertise to the Audit and Nominating & Corporate Governance Committees, supporting oversight of cybersecurity, compliance, and board succession/training; her independence is affirmed and attendance expectations met alongside a robust cadence of committee meetings and independent sessions .
- Alignment: Director compensation balances cash with DSUs that are exposed to stock price and include dividend equivalents; stock ownership guidelines explicitly include DSUs and she maintains unvested DSUs, supporting alignment despite cash-settlement mechanics reducing direct voting exposure versus equity shares .
- Conflicts/related-party: No related-party transactions disclosed involving Ms. Pessoa; overboarding policy compliance noted, and her external board tenures have wound down materially by 2025, mitigating interlock risk .
- Shareholder signals: NWSA maintains strong governance practices (majority independent board, executive sessions, committee financial experts), and received high say‑on‑pay support (93.2% at 2024) and robust director election outcomes, indicating investor confidence in governance and oversight frameworks .
RED FLAGS
- None disclosed for Ms. Pessoa in related-party transactions, attendance, or compensation. Note: DSUs for directors are cash-settled at vesting, which can modestly weaken voting-rights alignment versus direct share ownership; however, DSUs are tied to stock price and counted toward ownership guidelines .