Masroor Siddiqui
Lead Independent Director at NWSA
Board
About Masroor Siddiqui
Independent Lead Director of News Corporation; age 53; Director since June 2013. Serves as Chair of both the Audit Committee and Compensation Committee, with deep finance and investment expertise from leadership at Naya Capital Management UK and prior senior roles at global investment firms. The Board affirmed his independence under Nasdaq rules in August 2025, and re-elected him as Lead Director in August 2025 for a term through the 2026 annual meeting .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Naya Capital Management UK Limited | Chief Executive Officer (co-founder) | 2012 – Present | Finance and investment expertise applied to audit oversight and strategic evaluation |
| Children’s Investment Fund Management (UK) LLP | Partner | 2009 – 2011 | Global markets perspective for risk oversight |
| Canyon Partners | Managing Director | 2006 – 2009 | Complex transaction analysis for audit effectiveness |
| Putnam Investments | Senior Vice President | 2004 – 2006 | Financial oversight experience supporting committee leadership |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| None disclosed in proxy | — | — | No current public company directorships disclosed for Siddiqui |
Board Governance
- Independent Lead Director since November 2022; re-elected August 2025; duties include presiding over meetings when Chair is absent, calling independent director sessions, approving agendas and schedules, liaising with major stockholders, supervising independence determinations and Board self-evaluations, and participating in CEO performance evaluation .
- Committees: Audit (Chair), Compensation (Chair). Both committees are composed solely of independent directors; all Audit members are “audit committee financial experts” under SEC rules .
- Committee activity: Audit met 7 times in fiscal 2025; Compensation met 4 times; Nominating and Corporate Governance met 4 times .
- Attendance: The Board held 8 meetings; each current Director attended at least 75% of Board and committee meetings; independent Directors met in executive session four times .
- Stockholder engagement: Independent Directors, including the Lead Director, directly participated in engagements; fiscal 2025 outreach covered unaffiliated holders representing ~30% of Class B and ~60% of Class A outstanding shares .
- Independence determination: Board affirmed independence for Messrs. Aznar and Siddiqui and Mmes. Bancroft and Pessoa in August 2025 .
Fixed Compensation
| Component | Amount (Fiscal 2025) | Notes |
|---|---|---|
| Board Cash Retainer | $100,000 | Annual cash retainer for Non-Executive Directors |
| Board DSU Retainer | $195,000 | Annual equity (DSUs) retainer; increased by $20,000 vs. FY24 |
| Lead Director Retainer | $50,000 | Increased by $15,000 vs. FY24 |
| Audit Committee Chair Retainer | $25,000 | Chair fee |
| Compensation Committee Chair Retainer | $15,000 | Chair fee |
| Audit Committee Member Retainer | $15,000 | Member fee |
| Compensation Committee Member Retainer | $10,000 | Member fee |
| Nominating & Corporate Governance Chair Retainer | $12,500 | Chair fee |
| Nominating & Corporate Governance Member Retainer | $10,000 | Member fee |
Director-specific compensation (Fiscal 2025):
| Name | Fees Earned or Paid in Cash | Stock Awards (DSUs, grant-date fair value) | All Other Compensation | Total |
|---|---|---|---|---|
| Masroor Siddiqui | $209,212 | $204,065 | — | $413,277 |
- DSU grant mechanics: Quarterly grants on July 1, Oct 1, Jan 1, Apr 1, sized by Class A closing price; DSUs vest on the earlier of the five-year anniversary or end of service and are payable in cash; dividend equivalents accrue as additional DSUs payable upon vesting .
Performance Compensation
| Element | Metrics | Targets | Payout Curve | Application to Directors |
|---|---|---|---|---|
| Annual cash incentive | Not applicable | — | — | News Corp does not use performance-based incentive pay for Non-Executive Directors; compensation is cash and time-based DSUs |
Other Directorships & Interlocks
| Company | Role | Committee Roles | Potential Interlocks/Conflicts |
|---|---|---|---|
| None disclosed | — | — | No related-party transactions involving Siddiqui disclosed; Audit Committee oversees related person transactions per policy |
Expertise & Qualifications
- Finance, investment, and global markets leadership; extensive experience evaluating media and technology businesses relevant to News Corp .
- Audit and accounting oversight capability; designated “financially sophisticated” and “audit committee financial expert” by virtue of Audit Committee composition standards .
- Lead Director governance: executes robust responsibilities, including stockholder liaison and independence supervision .
Equity Ownership
| Item | Value | Notes |
|---|---|---|
| Unvested DSUs outstanding (FY25 year-end) | 44,225 units | Siddiqui’s aggregate unvested cash-settled DSUs |
| Director stock ownership guideline | ≥ 5x cash retainer ($500,000) | All Non-Executive Directors currently comply; DSUs count toward guideline |
| Hedging policy | Prohibited | Directors and employees prohibited from hedging or short sales of Company securities |
Governance Assessment
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Strengths:
- Independent Lead Director with expanded duties; active stockholder engagement and governance oversight .
- Dual committee chair roles (Audit and Compensation) signal strong financial and pay governance expertise; committees are fully independent; Audit members are financial experts .
- Attendance thresholds met; regular executive sessions of independent Directors enhance oversight .
- Director compensation aligned with long-term interests via DSUs and ownership guidelines; no meeting fees; anti-hedging and clawback frameworks in place across governance .
-
Potential risk indicators and monitoring points:
- Concentration of roles: Lead Director plus Chair of Audit and Compensation centralizes oversight in a single Director; while independence and financial expertise are affirmed, investors may monitor balance of responsibilities and succession planning for committee leadership .
- DSUs are cash-settled at vesting; although they count toward ownership guidelines, cash settlement may modestly reduce direct shareholding exposure—mitigated by strict ownership guidelines and anti-hedging policy .
- Related-party transaction oversight robust; no disclosures involving Siddiqui, but continued vigilance appropriate given the company’s complex affiliate relationships .
-
Shareholder confidence signals:
- Strong say-on-pay support: ~93.2% approval at 2024 annual meeting; continued engagement program .
- Board composition regularly reviewed; majority independent; annual elections with majority vote standard and resignation policy in uncontested elections .
No legal proceedings, hedging/pledging disclosures involving Siddiqui, or related-party transactions are reported in the proxy; skip where not disclosed .