Lavanya Chandrashekar
Chief Financial Officer at NWSA
Executive
About Lavanya Chandrashekar
Lavanya Chandrashekar, age 53, has served as News Corp’s Chief Financial Officer since January 1, 2025, following senior finance leadership roles at Diageo (Global Head of IR 2020–2021; CFO North America 2018–2021; Group CFO 2021–September 2024) and earlier positions at Procter & Gamble and Mondelēz International . Under the Company’s fiscal 2025 performance, revenues rose 2% to $8.45 billion and Total Segment EBITDA increased 14% to $1.42 billion, with adjusted Total Segment EBITDA used as the principal quantitative incentive metric; the Company also achieved an 81.9th percentile relative TSR over the 2023–2025 PSU cycle (overall PSU payout: 93.8%) . She signed Sarbanes-Oxley certifications as CFO on November 7, 2025 .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Diageo plc | Group Chief Financial Officer | 2021–Sep 2024 | Led global finance for a diversified beverage company |
| Diageo plc | Global Head of Investor Relations | 2020–2021 | Drove investor communications and capital markets strategy |
| Diageo North America | Chief Financial Officer | 2018–2021 | Oversaw regional financial performance and operations |
External Roles
- Not disclosed in Company filings reviewed.
Fixed Compensation
| Component | Fiscal 2025 | Notes |
|---|---|---|
| Base Salary | $1,400,000 | Minimum annual rate per employment agreement; pro-rated in FY2025 due to Jan 1, 2025 start |
| Target Annual Cash Incentive | $2,500,000 | Minimum target per employment agreement; pro-rated target in FY2025 to $1,236,264 |
| Target Long-Term Equity Incentive | $2,600,000 | Minimum annual target per employment agreement; one-time grant upon appointment in Jan 2025 |
| Total Direct Compensation (Target) | $6,500,000 | Sum of base + target bonus + target LTI |
| Actual Annual Cash Incentive Paid | $1,641,759 | Based on quantitative and qualitative components |
| Perquisites/Other | $532,307 | Includes $500,000 relocation support; $14,538 401(k); $17,769 Restoration Plan contribution |
Performance Compensation
Annual Cash Incentive – Fiscal 2025
| Metric | Weighting | Target | Actual | Payout |
|---|---|---|---|---|
| Adjusted Total Segment EBITDA | 2/3 of target | $1.534–$1.696 billion midpoint $1.615B | $1.754 billion | 124.2% of quantitative portion |
| Individual/Qualitative Objectives | 1/3 of target | Committee assessment | CFO multiple 150% | Qualitative payout multiplier applied |
CFO payout breakdown:
- Quantitative subtotal: $1,023,627
- Qualitative subtotal: $618,132
- Total annual cash incentive: $1,641,759
Program features: two-thirds tied to adjusted Total Segment EBITDA; one-third to individual goals including ethics/compliance and ESG (negative-only adjustments); capped payouts; no guaranteed bonuses .
Long-Term Equity Incentive – Fiscal 2025–2027 Award (Granted Jan 15, 2025)
| Element | Target Units/Value | Grant Date | Grant Date Fair Value | Vesting | Performance Metrics |
|---|---|---|---|---|---|
| PSUs | 66,337 target PSUs | 1/15/2025 | $1,810,892 | Cliff vest on Aug 15 following completion of 3-fiscal-year performance period | 40% cumulative adjusted EPS; 40% cumulative adjusted FCF; 20% 3-year relative TSR vs S&P 1500 Media (target 50th percentile) |
| RSUs | 28,429 | 1/15/2025 | $780,251 | Vest ratably on 8/15/2025, 8/15/2026, 8/15/2027 | Time-based; dividend equivalents accrue and vest with underlying awards |
| Dividend Equivalents (FY2025 grants) | n/a | 4/9/2025 | $7,440 and $3,138 | Vest with underlying awards | Routine accrual |
Program structure: approximately 70% PSUs and 30% RSUs; no stock options are currently granted to employees .
Company PSU Payout – Fiscal 2023–2025 (Context)
| Metric | Weight | Target (Midpoint) | Actual | Payout Contribution |
|---|---|---|---|---|
| Cumulative adjusted EPS | 40% | $3.11 | $2.13 | 18.1% |
| Cumulative adjusted FCF | 40% | $2.778 billion | $2.383 billion | 35.8% |
| Relative TSR percentile | 20% | 50th | 81.9th | 40.0% |
| Overall PSU payout | — | — | — | 93.8% |
Note: Ms. Chandrashekar did not receive 2023–2025 PSUs, which were granted before her appointment as CFO .
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Beneficial Ownership (Class A) | 6,059 shares; less than 1% of class as of Sept 10, 2025 |
| Outstanding RSUs (unvested) | 28,429; market value $836,665; vests ratably on 8/15/2025, 8/15/2026, 8/15/2027 |
| Outstanding PSUs (unearned) | 66,337; payout value $1,952,298, subject to performance and vesting |
| Stock Ownership Guidelines | CFO guideline = 2× base salary; directly held shares and unvested awards count; 5 years to comply; executives comply or are on track |
| Hedging/Derivatives | Prohibited for directors and employees, including NEOs; short sales and company-based derivatives banned |
| Options | Company does not currently grant stock options |
Employment Terms
| Term | Key Provisions |
|---|---|
| Agreement Term | Effective Jan 1, 2025; extends through Jan 1, 2028 |
| Compensation Floors | Base salary ≥$1,400,000; target annual bonus ≥$2,500,000; target annual LTI ≥$2,600,000 |
| Death/Disability | One year base salary continuation; prior-year unpaid bonus; pro‑rata current-year bonus at target; immediate vesting of unvested RSUs; PSUs vesting if employed beyond first fiscal year based on projected/target performance as specified |
| Termination Without Cause or For Good Reason | Continuation of base salary and annual bonus (based on target) for 2 years; prior-year unpaid bonus; pro‑rata current-year bonus at target; continued vesting of prior grants for 2 years; Company-paid COBRA up to 18 months |
| Cause/Good Reason Definitions | Detailed definitions (e.g., felony, willful misconduct, policy breaches; relocation beyond 50 miles; material diminution of duties) |
| Change-in-Control Treatment | No single-trigger cash severance or automatic vesting solely upon change in control; NEO agreements do not contain enhanced severance for change in control |
| Clawbacks | Mandatory recovery for accounting restatements (Rule 10D-1); secondary recoupment for certain misconduct and restatements |
Compensation Committee Analysis
- Independent committee oversees executive pay; uses FW Cook as independent consultant; balances multiple performance metrics; caps payouts; conducts annual risk assessment; integrates shareholder feedback and say-on-pay results (93.2% support in 2024) .
- Peer group updated in June 2025 (added CoStar, RELX, S&P Global; removed TEGNA, Netflix, Paramount, WBD) and does not target specific percentiles for pay setting .
Investment Implications
- Pay-for-performance alignment is strong: two-thirds of bonus tied to adjusted Total Segment EBITDA and ~70% of LTI in PSUs across EPS, FCF, and relative TSR; FY2025 quantitative payout was 124.2%, and the most recent three-year PSU cycle paid 93.8%—suggesting incentives are sensitive to operating cash generation and shareholder returns .
- Retention risk appears mitigated by two-year severance with continued vesting and multi‑year RSU/PSU schedules; the Aug 15 annual vesting cadence for RSUs may concentrate settlement around those dates, though awards are net settled for taxes and the Company prohibits hedging, reducing forced selling and misalignment risk .
- Alignment is supported by stock ownership guidelines (2× salary for CFO) and the absence of stock options, which lowers the likelihood of option repricing or concentrated exercise-related selling pressure; no single‑trigger change‑in‑control benefits reduce governance red flags .
- Execution track record includes stewardship of a year with revenue growth (+2%), EBITDA growth (+14%), balance sheet strengthening (investment grade upgrades), and portfolio simplification (Foxtel sale), which underpin incentive outcomes and signal operational discipline during her initial tenure .