David B. Pitofsky
General Counsel at NWSA
Executive
About David B. Pitofsky
David B. Pitofsky, age 60, is General Counsel of News Corp (NWSA) since 2015 and previously served as Chief Compliance Officer (2015–2023). He was Deputy General Counsel and Deputy Chief Compliance Officer (2013–2015), a partner at Goodwin Procter LLP (2005–2013), and an Assistant U.S. Attorney in the Eastern District of New York (1996–2005), rising to Deputy Chief of the Criminal Division . Company performance underpinning his incentive framework in fiscal 2025 included revenues of $8.45B (+2% YoY), Total Segment EBITDA of $1.42B (+14% YoY), and relative TSR achievement at the 81.9th percentile for the 2023–2025 PSU cycle .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| News Corp | Deputy General Counsel; Deputy Chief Compliance Officer | 2013–2015 | Supported legal and compliance build-out post-2013 separation; elevated to GC in 2015 |
| Goodwin Procter LLP | Partner | 2005–2013 | Led complex litigation/advisory matters; private-sector legal leadership experience |
| U.S. Department of Justice (EDNY) | Assistant U.S. Attorney; Deputy Chief, Criminal Division | 1996–2005 | Prosecutorial leadership; criminal division management experience |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Goodwin Procter LLP | Partner (Private Law Firm) | 2005–2013 | Complex litigation and advisory work; foundation for GC role |
| U.S. Government (EDNY) | Assistant U.S. Attorney | 1996–2005 | Public-sector enforcement and leadership credentials |
Fixed Compensation
| Component | Fiscal 2025 | Notes |
|---|---|---|
| Base Salary | $1,400,000 | As set in amended agreement effective July 1, 2024 |
| Target Annual Cash Incentive | $2,000,000 | Two-thirds quantitative; one-third qualitative |
| Target Long-Term Equity Incentive | $2,100,000 | Mix of PSUs (~70%) and RSUs (~30%) |
Summary Compensation (paid, SEC SCT basis):
| Metric | FY 2023 | FY 2024 | FY 2025 |
|---|---|---|---|
| Salary | $1,260,000 | $1,310,400 | $1,400,000 |
| Stock Awards (Grant-Date Fair Value) | $1,874,244 | $1,947,167 | $2,065,088 |
| Non-Equity Incentive | $1,325,520 | $1,572,480 | $2,589,333 |
| Change in Pension Value | $0 | $0 | $0 |
| All Other Compensation | $171,222 | $144,524 | $163,073 |
| Total | $4,630,986 | $4,974,571 | $6,217,494 |
Perquisites (FY2025 detail):
- 401(k) contributions: $18,893
- Restoration Plan contributions: $144,180
Performance Compensation
Annual Cash Incentive (FY2025):
| Element | Weighting | Target | Actual | Payout Multiple | Payout ($) |
|---|---|---|---|---|---|
| Adjusted Total Segment EBITDA | 2/3 | $1.534–$1.696B | $1.754B | 124.2% | $1,656,000 |
| Individual/Qualitative | 1/3 | $666,667 | Company achievements; legal leadership | 140% | $933,333 |
| Total | — | $2,000,000 | — | — | $2,589,333 |
PSUs (FY2023–FY2025 Payout):
| Metric | Weight | Target | Achieved | Multiplier |
|---|---|---|---|---|
| Cumulative Adjusted EPS | 40% | $2.80–$3.42 | $2.13 | 18.1% |
| Cumulative Adjusted FCF | 40% | $2.500–$3.056B | $2.383B | 35.8% |
| Relative TSR Percentile | 20% | 50th | 81.9th | 40.0% |
| Overall Payout | — | — | — | 93.8% |
Pitofsky FY2023–FY2025 PSUs:
| Target Shares (incl. dividend equivalents) | Payout Multiplier | Final PSU Award |
|---|---|---|
| 65,045 | 93.8% | 61,012 |
FY2025–FY2027 Long-Term Equity Incentive (Targets):
| Instrument | Target PSUs | RSUs | Total Units | Metric Weightings |
|---|---|---|---|---|
| PSUs/RSUs Mix | 54,239 PSUs | 23,243 RSUs | 77,482 | 40% EPS, 40% FCF, 20% relative TSR (target 50th percentile) |
Option Awards: None granted in fiscal 2025 (company does not currently grant options) .
Equity Ownership & Alignment
Beneficial Ownership (as of Sep 10, 2025):
| Security | Shares Beneficially Owned | Percent of Class |
|---|---|---|
| Class A Common Stock | 83,291 | <1% |
| Class B Common Stock | — | — |
Unvested Equity (FY2025 year-end):
| Type | Units | Vesting/Performance |
|---|---|---|
| Unvested RSUs (2025–2027 cycle) | 23,243 | Ratably on 8/15/2025, 8/15/2026, 8/15/2027 |
| Unvested RSUs (2024–2026 cycle) | 16,631 | Ratably on 8/15/2025 and 8/15/2026 |
| Unvested RSUs (2023–2025 cycle) | 9,293 | Vest on 8/15/2025 |
| Unvested PSUs (2025–2027) | 54,239 | Performance 7/1/2024–6/30/2027; vest 8/15/2027 |
| Unvested PSUs (2024–2026, trending at max per SEC table) | 116,418 | Performance 7/1/2023–6/30/2026; vest 8/15/2026 |
Policies and Alignment:
- Executive stock ownership guideline for General Counsel: 1x base salary; current NEOs comply or are on track .
- Anti-hedging policy applies to all directors and employees, including NEOs .
- No disclosure of any pledged shares for Pitofsky in beneficial ownership footnotes; pledging noted only for LGC Holdco in Class B (Murdoch-related entity) .
- Dividend equivalents accrue on unvested awards and pay only upon vesting .
Employment Terms
Key Terms (Pitofsky Agreement, effective July 1, 2024):
- Term through June 30, 2028 .
- Minimums: base salary ≥ $1,400,000; target annual bonus ≥ $2,000,000; target LTI ≥ $2,100,000 .
- Severance (without cause or for good reason): 2 years of base salary plus target annual bonus; pro‑rated current-year bonus; continued vesting of prior grants for 2 years; COBRA premiums for up to 18 months .
- Death/Disability: salary continuation up to one year; pro‑rated bonus; equity treatment per plan terms (continued/accelerated vesting per circumstances) .
- “Cause” and “Good Reason” definitions align to industry norms (misconduct, fraud, material breach; relocation/diminution) .
- Severance subject to execution of company’s standard separation agreement and ongoing covenant compliance .
- Company-wide: no “single-trigger” cash severance or automatic equity vesting solely upon change-in-control; no excise tax or perquisite tax gross-ups .
- LTIP change-in-control definition (plan-level clarification) .
Quantified Termination Payments (as of FY2025 end, SEC methodology):
| Scenario | Salary | Bonus | Equity Awards | COBRA | Total |
|---|---|---|---|---|---|
| Death | $1,400,000 | $2,000,000 | $4,955,659 | — | $8,355,659 |
| Disability | — | $2,000,000 | $4,955,659 | — | $6,955,659 |
| Company Without Cause | $2,800,000 | $6,000,000 | $4,727,645 | $53,969 | $13,581,614 |
| Executive With Good Reason | $2,800,000 | $6,000,000 | $4,727,645 | $53,969 | $13,581,614 |
| Company For Cause / Exec Without Good Reason | — | — | — | — | $0 |
Clawbacks:
- Mandatory recovery per SEC Rule 10D-1/Nasdaq if financial restatement; secondary policy enables recoupment for significant misconduct causing material harm .
Deferred Compensation:
- News Corp Restoration Plan: Company contributions $144,180; aggregate account balance $1,789,329 (FY2025) .
Performance & Track Record
- Led legal strategy to capitalize on generative AI opportunities and protect IP: licensing with Google/OpenAI; copyright litigation with Perplexity and Brave .
- Managed global litigation portfolio (UK newspaper matters; antitrust against HarperCollins and OPIS; DOJ grand jury subpoena response for OPIS; civil investigative demand resolution) .
- Executed legal/compliance on Foxtel sale to DAZN; M&A/legal for Oxford Analytica and Dragonfly Intelligence; REA Group’s proposed acquisition of Rightmove .
- Advanced compliance protocols, data privacy program, and cybersecurity disclosures; launched Global Principles for Trustworthy AI and updated Acceptable Use Policy .
Compensation Peer Group (context for pay benchmarking)
- FY2025 peer additions: CoStar Group, RELX PLC, S&P Global Inc.; removals: TEGNA, Netflix, Paramount Global, Warner Bros. Discovery, reflecting post-Foxtel business mix .
Say‑on‑Pay & Shareholder Feedback
- FY2024 say-on-pay approval ~93.2% of votes cast; compensation structure maintained for FY2025 following engagement with unaffiliated Class A and Class B holders (over 60% and 30% outreach, respectively) .
Equity Ownership & Alignment (risk indicators)
- Anti-hedging policy covering all insiders; no option repricing without shareholder approval; payouts capped; dividend equivalents paid only upon vesting .
- No pledged shares disclosed for Pitofsky; LGC Holdco (Murdoch-related) disclosed pledged Class B shares (context for overall governance risk) .
Investment Implications
- Compensation tightly linked to diversified metrics (Adjusted EBITDA, EPS, FCF, relative TSR) with significant at‑risk pay and robust clawbacks, supporting alignment with shareholders .
- Upcoming vesting events (RSUs in Aug 2025/2026/2027; PSUs in Aug 2026/2027) could create periodic selling pressure; however, stock ownership guidelines and anti-hedging mitigate misalignment risk .
- Employment terms (two-year salary+bonus severance; continued vesting) reduce retention risk but represent meaningful termination economics; absence of single‑trigger CoC benefits and tax gross‑ups is shareholder‑friendly .
- Execution track record on AI/IP, M&A, and compliance strengthens qualitative bonus outcomes, reflected in elevated FY2025 qualitative multiplier (140%) .