José María Aznar
Independent Director at NWSA
Board
About José María Aznar
José María Aznar (age 72) is an independent director of News Corporation, serving since June 2013. He chairs the Nominating and Corporate Governance Committee and is a member of the Audit Committee; the Board affirmed his independence under Nasdaq rules in August 2025. Aznar brings strategic planning and international policy experience from his tenure as President of Spain, plus technology exposure from service on Afiniti’s board; all Audit Committee members, including Aznar, are designated “audit committee financial experts.”
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Government of Spain | President of Spain | 1996–2004 | Led Eurozone participation; policy, finance and risk management credentials |
| Partido Popular (Spain) | Executive President | 1990–2004 | Party leadership, strategy |
| Partido Popular (Spain) | Honorific President | 2004–2016 | Advisory stature |
| State Council of Spain | Member | 2005–2006 | Advisory role |
| SAIS, Johns Hopkins University | Distinguished Fellow; Chair, Atlantic Basin Initiative | 2012–2015 | Academic/geo-economic expertise |
| Georgetown University | Distinguished Scholar in Global Leadership | 2004–2012 | Academic leadership |
External Roles
| Organization | Role | Tenure | Area |
|---|---|---|---|
| Foundation for Social Studies and Analysis (FAES) | President | 1989–Present | Political research & education |
| Instituto Atlántico de Gobierno | President (founder) | 2014–Present | Higher education, governance |
| Latham & Watkins LLP | Special Advisor | 2018–Present | Legal advisory |
| Afiniti Ltd. | Director | 2016–2024 | AI/digital technology governance |
| 21st Century Fox, Inc. | Director | 2006–2013 | Media company oversight |
Board Governance
- Committee assignments: Audit (member); Nominating & Corporate Governance (Chair). Audit met 7 times in fiscal 2025; Nominating met 4 times; all Audit members are “financial experts.”
- Independence: Board affirmed Aznar’s independence in August 2025 under Nasdaq standards.
- Attendance: Board held 8 meetings in fiscal 2025; each current director attended at least 75% of Board and committee meetings on which they served.
- Executive sessions: Independent directors met in executive session four times in fiscal 2025.
- Overboarding policy: Company policy limits total public boards; current members comply.
Fixed Compensation
| Component (Fiscal 2025) | Amount | Notes |
|---|---|---|
| Board Cash Retainer | $100,000 | Standard non-executive director cash retainer |
| Audit Committee Member Retainer | $15,000 | Committee membership fee |
| Nominating & Corporate Governance Committee Chair Retainer | $12,500 | Chair premium |
| Nominating & Corporate Governance Committee Member Retainer | $10,000 | Committee membership fee |
| Total Fees Earned (Aznar) | $137,500 | Sum of fiscal 2025 cash retainers |
Performance Compensation
| Component | Structure | Key Terms |
|---|---|---|
| Board DSU Retainer | $195,000 annual DSU grant | Granted quarterly (Jul 1, Oct 1, Jan 1, Apr 1) based on Class A closing price; DSUs vest at the earlier of five-year anniversary or end of service; payable in cash at vest; dividend equivalents accrue as additional DSUs, payable at vest |
Quarterly DSU awards to Aznar (units granted):
| Date | DSUs Granted (units) |
|---|---|
| 2024-01-02 | 1,791 |
| 2024-07-01 | 1,786 |
| 2024-10-01 | 1,845 |
| 2024-10-09 | 180 |
| 2025-01-02 | 1,775 |
| 2025-04-01 | 1,805 |
| 2025-07-01 | 1,639 |
Director equity compensation recognition (fiscal 2025):
| Item | Amount |
|---|---|
| Stock Awards (grant date fair value) | $204,065 |
| Unvested DSUs outstanding at FY-end | 44,225 units |
Other Directorships & Interlocks
| Company | Type | Role | Tenure |
|---|---|---|---|
| Afiniti Ltd. | Private | Director | 2016–2024 |
| 21st Century Fox, Inc. | Public (former parent) | Director | 2006–2013 |
Expertise & Qualifications
- Strategic planning and leadership from head-of-state experience; international economic policy exposure, oversight of Spain’s Eurozone participation.
- Governance and nomination process leadership as Nominating & Corporate Governance Committee Chair.
- Audit oversight; designated “audit committee financial expert.”
- Technology and AI exposure via Afiniti board service.
Equity Ownership
| Metric | Class A | Class B | Notes |
|---|---|---|---|
| Beneficial Ownership (shares) | 1,087 | — | Sole investment power; <1% of each class |
| Unvested DSUs outstanding (FY-end) | 44,225 units | — | Cash-settled at vest; dividend equivalents accrue |
| Director Ownership Guideline | ≥5× cash retainer (≥$500,000) | — | All non-executive directors currently comply |
Insider transactions (Class A “return to issuer” entries tied to quarterly award mechanics):
| Date | Shares Disposed (“D-Return”) | Price | Post-Transaction Class A Owned |
|---|---|---|---|
| 2024-01-02 | 3,849 | $24.42 | 1,087 |
| 2024-07-01 | 3,210 | $27.29 | 1,087 |
| 2024-10-01 | 3,121 | $26.41 | 1,087 |
| 2024-10-09 | 12 | $25.91 | 1,087 |
| 2025-01-02 | 3,013 | $27.46 | 1,087 |
| 2025-04-01 | 4,987 | $27.00 | 1,087 |
| 2025-07-01 | 3,578 | $29.73 | 1,087 |
Governance Assessment
- Strengths
- Independent director with deep governance leadership; chairs Nominating & Corporate Governance and serves on Audit; Audit Committee comprised entirely of independent “financial experts.”
- Solid engagement and attendance framework (eight Board meetings; independent executive sessions held; ≥75% attendance threshold met).
- Clear director equity policy and anti-hedging rules; non-executive directors meet ownership guidelines; clawback policies in place for incentive compensation.
- No related person transactions disclosed involving Aznar.
- Watch items
- DSUs for non-executive directors are cash-settled at vest, which reduces direct equity exposure versus stock-settled awards (alignment still supported via dividend equivalents and ownership guidelines).
- External advisory role at Latham & Watkins: no company-related engagements were disclosed, but remains a potential conflict monitor area under the Related Person Transactions policy.
- Board-level context
- Pledged shares: LGC Holdco (beneficially associated with the Chair through governance arrangements) has 30,404,378 Class B shares pledged as collateral—material at the board level; not tied to Aznar’s holdings.
Additional governance environment signals: Say-on-pay support was ~93.2% in 2024, and the company maintains annual say-on-pay and robust stockholder engagement—useful for assessing board responsiveness.