Natalie Bancroft
Independent Director at NWSA
Board
About Natalie Bancroft
Independent Director at News Corporation (NWSA); age 45; Director since June 2013. Serves on the Compensation Committee and the Nominating & Corporate Governance Committee, with a background in strategic planning, corporate governance, succession planning, global brands, risk management, and a global perspective informed by journalism and arts experience . The Board has affirmatively determined she is independent under Nasdaq standards .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| 21st Century Fox | Director | 2007 – 2013 | Public company board service (media); added governance and strategy perspective |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| SpoonFull LLC | Co-Founder (tech; independent restaurant supply chains) | 2020 – 2022 | Business development and management processes |
| California Ballet | Director | 2019 – 2022 | Non-profit governance |
| Pacific Arts Society | Director | 2016 – 2021 | Non-profit performing arts governance |
Board Governance
- Committee memberships: Compensation Committee (met 4 times in FY2025; members include Masroor Siddiqui, Chair, and Natalie Bancroft) ; Nominating & Corporate Governance Committee (met 4 times in FY2025; members include José María Aznar, Chair; Natalie Bancroft; Ana Paula Pessoa) .
- Independence: Board determined Bancroft is independent; all standing committees comprised solely of independent directors .
- Attendance: Board held eight meetings in FY2025; each current Director attended at least 75% of Board and committee meetings on which they served .
- Executive sessions: Independent Directors met in executive session without management at every regular Board meeting; four executive sessions during FY2025 .
- Overboarding policy: Non-Chair Directors may not serve on more than four other public boards; all current Board members comply .
Fixed Compensation
| Component | FY2025 Structure | Amounts/Details |
|---|---|---|
| Board Cash Retainer | Annual | $100,000 |
| Board DSU Retainer | Annual | $195,000 (quarterly DSU grants) |
| Committee Member Retainers | Annual | Compensation: $10,000; Nominating & Corp Gov: $10,000 |
| Meeting Fees | — | Not disclosed/applicable; compensation delivered via retainers |
| Director (FY2025) | Fees Earned or Paid in Cash | Stock Awards (DSUs; grant date fair value) | All Other Compensation | Total |
|---|---|---|---|---|
| Natalie Bancroft | $120,000 | $204,065 | — | $324,065 |
Notes:
- DSUs granted quarterly (July 1, Oct 1, Jan 1, Apr 1 or next trading day) based on Class A closing price on grant date; vest at earlier of fifth anniversary of grant quarter or end of service; payable in cash at vesting; dividend equivalents accrue as additional DSUs .
Performance Compensation
| Item | Detail |
|---|---|
| Equity instrument | Deferred Stock Units (DSUs); time-based (not performance-based) |
| Quarterly grant cadence | July 1, October 1, January 1, April 1 (or next trading day) |
| Vesting | Earlier of 5 years from grant quarter or end of service; payable in cash at vesting |
| Dividend equivalents | Accrue as additional DSUs; paid only upon vesting of underlying award |
| Unvested DSUs outstanding (FY2025 year-end) | 44,225 units |
Other Directorships & Interlocks
| Company | Status | Role | Tenure | Notes |
|---|---|---|---|---|
| 21st Century Fox | Prior | Director | 2007 – 2013 | No current public company boards disclosed beyond NWSA |
Expertise & Qualifications
- Strategic planning, corporate governance, succession planning, global brands, risk management; technology founder experience (SpoonFull LLC) .
- Global perspective and culturally diverse background; journalism and arts background .
Equity Ownership
| Metric | Class A | Class B | Notes |
|---|---|---|---|
| Beneficial ownership (as of Sept 10, 2025) | — | 2,125 shares; <1% of Class B | |
| Unvested DSUs (FY2025 year-end) | N/A (cash-settled at vesting) | 44,225 DSUs (unvested) | |
| Director ownership guideline | Required ≥5x annual cash retainer ($500,000) | Compliance | All Non-Executive Directors comply with guidelines |
| Hedging/derivatives policy | Prohibited for Directors and employees | — | Prevents misalignment via hedging |
Governance Assessment
- Independence and committee engagement: Bancroft is independent and active on two core committees (Compensation; Nominating & Corporate Governance) with documented meeting cadence (4 each), supporting board effectiveness in pay, succession, and governance policy oversight .
- Attendance and engagement: Board/committee attendance ≥75% for all current Directors; independent executive sessions at every regular meeting (four sessions FY2025) indicate robust independent oversight .
- Compensation alignment: Director pay is balanced between cash retainer and DSUs; DSUs vest over five years or upon end of service, with dividend equivalents paid only on vesting, which aligns incentives to long-term value without short-term performance gaming; no meeting fees disclosed .
- Ownership alignment: Direct beneficial ownership is modest (2,125 Class B shares; <1%); however, DSU accumulation and adherence to 5x retainer ownership guideline bolster alignment; hedging prohibited, removing misalignment risk .
- Conflicts/related-party exposure: No related person transactions disclosed involving Bancroft; Audit Committee oversees and pre-approves any related person transactions; current disclosed related-party dealings pertain to NOVA and Murdoch entities, not Bancroft .
- Shareholder signals: Say-on-pay support was ~93.2% at the 2024 annual meeting, and independent directors participate in investor outreach—contextually supportive of board credibility on compensation governance .
Red Flags
- Low direct share ownership could be perceived as weaker “skin-in-the-game,” though mitigated by DSUs and compliance with the 5x retainer guideline .
- No documented performance-based director equity; awards are time-based DSUs—typical for directors but limits pay-for-performance linkage at the board level .
Supportive Signals
- Independence, committee roles in Compensation and Nominating/Governance, and consistent attendance underpin board effectiveness .
- Robust governance policies: anti-hedging, clawbacks (for executives), majority voting, executive sessions, and overboarding limits reduce governance risk .