Lachlan K. Murdoch
NEWSAbout Lachlan K. Murdoch
Lachlan K. Murdoch, age 54, has served on the News Corporation (NWSA) Board since June 2013; he became Co‑Chair in 2014 and the sole Chair in November 2023. He is not classified as an independent director; the Board designates an independent Lead Director when the Chair is non‑independent (currently Masroor Siddiqui). Murdoch brings extensive media leadership experience, including serving as CEO and Executive Chair of Fox Corporation, and previously held senior roles at News Corporation and 21st Century Fox .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Fox Corporation | Executive Chair | 2019 – Present | Strategic oversight of news, sports, entertainment |
| Fox Corporation | Chief Executive Officer | 2018 – Present | Long‑term strategic planning and execution |
| 21st Century Fox | Executive Chairman | 2015 – 2019 | Corporate agenda, cost rationalization |
| 21st Century Fox | Co‑Chairman | 2014 – 2015 | Board leadership |
| Illyria Pty Ltd | Executive Chairman | 2005 – Present | Private investment leadership |
| NOVA Entertainment | Executive Chairman | 2009 – 2022 | Australian media operations |
| Ten Network Holdings Ltd | Non‑Executive Chairman | 2012 – 2014 | Governance oversight |
| Ten Network Holdings Ltd | Acting CEO | 2011 – 2012 | Operational leadership |
| News Corporation | Deputy Chief Operating Officer | 2000 – 2005 | Oversight of HarperCollins, Australian businesses, REA; Publisher of New York Post |
| News Corporation | Various roles | 1994 – 2005 | Media operations experience |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Fox Corporation | Executive Chair; CEO | 2018/2019 – Present | Provides strategic and operational leadership |
| 21st Century Fox (formerly News Corp) | Director | 1996 – 2019 | Transaction leadership; global strategy |
| Ten Network Holdings Ltd | Director/Chair | 2010 – 2014 | Governance; Australian market perspective |
Board Governance
- Chair of the Board; not independent per Board independence determinations (independent directors named do not include Murdoch). The Board appoints an independent Lead Director when the Chair is non‑independent; Masroor Siddiqui serves as Lead Director and was re‑elected in August 2025 .
- Board held eight meetings in fiscal 2025; all current directors attended at least 75% of meetings and committees on which they served. Independent directors met in executive session four times in fiscal 2025 .
- Standing committees (Audit, Compensation, Nominating & Corporate Governance) are composed entirely of independent directors; no standing committee memberships are disclosed for Murdoch as Chair .
- Nominating & Corporate Governance Committee members: José María Aznar (Chair), Natalie Bancroft, Ana Paula Pessoa; met four times in fiscal 2025 .
Fixed Compensation
Director Compensation – Fiscal Year Ended June 30, 2025
| Component | Amount |
|---|---|
| Fees Earned or Paid in Cash | $100,000 |
| Stock Awards (aggregate grant-date fair value of DSUs incl. dividend equivalents) | $204,065 |
| All Other Compensation (incremental security expenses) | $712,871 |
| Total | $1,016,936 |
Notes:
- All Other Compensation reflects the incremental cost of certain security expenses for Murdoch, which the Compensation Committee deemed reasonable and necessary given industry risks and his public profile, supported by third‑party security analyses .
- Non‑Executive Directors receive DSUs quarterly (July 1, Oct 1, Jan 1, Apr 1); DSUs vest upon the earlier of five years from grant or end of service; DSUs are cash‑settled at vesting and accrue dividend equivalents as additional DSUs .
Performance Compensation
- No performance‑based components (PSUs, options with performance hurdles) disclosed for Non‑Executive Directors; DSUs are time‑based with the vesting policy described below .
DSU Program Details
| Feature | Policy |
|---|---|
| Grant cadence | Quarterly DSUs on Jul 1, Oct 1, Jan 1, Apr 1 (or next trading day) |
| Vesting | Earlier of the 5th anniversary of grant or end of service; payable in cash at vesting date’s closing price |
| Dividend equivalents | Accrued on unvested DSUs as additional DSUs, payable at vesting |
Outstanding Unvested DSUs (as of FY2025 year‑end)
| Name | Unvested DSUs |
|---|---|
| Lachlan K. Murdoch | 44,225 |
Other Directorships & Interlocks
| Company | Role | Interlock/Overlap |
|---|---|---|
| Fox Corporation | Executive Chair; CEO | Simultaneous leadership at Fox while serving as NWSA Chair may create perceived conflicts given overlapping media interests |
| 21st Century Fox | Director (prior) | Historical ties to former parent; strategic influence background |
| Ten Network Holdings Ltd | Director/Chair (prior) | Australian media market experience |
Expertise & Qualifications
| Expertise Area | Evidence |
|---|---|
| Strategic planning & execution | Led significant transactions (e.g., REA Group controlling stake), corporate agenda setting |
| Operational leadership | Senior roles across News Corp/21st Century Fox; oversight of HarperCollins, REA, Foxtel; Publisher of New York Post |
| Digital media & global strategy | Guidance on digital media landscape; global corporate strategy |
Equity Ownership
Beneficial Ownership (as of Sept 10, 2025)
| Security Class | Shares Beneficially Owned | Percent of Class |
|---|---|---|
| Class A Common (Non‑Voting) | 14,364 | * (less than 1%) |
| Class B Common (Voting) | 62,586,041 | 33.3% |
Notes:
- Beneficial ownership determined per Rule 13d‑3; unless otherwise specified, Class A reflects sole investment power; Class B reflects sole voting and investment power .
- Stock ownership guidelines for Non‑Executive Directors require holdings equal to at least 5× annual cash retainer ($500,000 in FY2025); all Non‑Executive Directors currently comply .
Recent Insider Transactions (Form 4)
| Transaction Date | Type | Security | Quantity | Post‑Transaction Ownership | Link |
|---|---|---|---|---|---|
| 2025‑07‑01 | Award (A) | Deferred Stock Units | 1,639 | 42,286 | https://www.sec.gov/Archives/edgar/data/1564708/000156470825000352/0001564708-25-000352-index.htm |
| 2025‑07‑01 | Exempt (M) | Deferred Stock Units | −3,578 | 40,647 | https://www.sec.gov/Archives/edgar/data/1564708/000156470825000352/0001564708-25-000352-index.htm |
Governance Assessment
- Independence and Board structure: Murdoch serves as non‑independent Chair; a robust Lead Independent Director framework is in place, with clearly articulated duties and regular executive sessions (four in FY2025). This mitigates but does not eliminate risks from a non‑independent chair .
- Attendance and engagement: Board met eight times in FY2025; all current directors met the ≥75% attendance threshold, supporting engagement expectations .
- Compensation alignment: Director pay is standard for NWSA’s Non‑Executive Directors with quarterly DSUs and cash retainers. Notably, Murdoch’s All Other Compensation is elevated due to security expenses, which the Compensation Committee justified; investors should monitor this recurring cost given its magnitude ($712,871 in FY2025) .
- Ownership and control: Murdoch’s 33.3% beneficial ownership of Class B voting shares concentrates voting power, signaling strong alignment yet raising governance concentration concerns. He also holds unvested DSUs (44,225), and the Board’s ownership guidelines are met .
- Related‑party exposure (RED FLAG): News Corp Australia transacts at arm’s length with NOVA Entertainment, in which Murdoch holds an indirect 100% interest; FY2025 expense to NOVA was ~$0.7M and revenue ~$1.8M. ScaleUp MediaFund joint participation (with NOVA, Foxtel, REA) involves coordinated advertising contributions and unanimous investment approvals—monitor for ongoing conflicts management and committee oversight .
- Family trust activity: September 2025 sale of 14,071,293 Class B shares by trusts for Murdoch Family Trust beneficiaries (gross proceeds ~$450M) reflects changes in family‑related holdings; consider implications for control and liquidity .
Overall: Governance mechanisms (independent committees; Lead Director; majority‑vote policy) provide counterbalances to a concentrated control structure under a non‑independent Chair. Key investor watchpoints are related‑party transactions with NOVA, the magnitude and rationale of security‑related compensation, and continued transparency on Murdoch‑linked holdings shifts .