Robert J. Thomson

About Robert J. Thomson

Robert J. Thomson, age 64, is Chief Executive of News Corp and a Director, serving since 2013 . Under his leadership, FY2025 revenues rose 2% to $8.45B, Total Segment EBITDA increased 14% to $1.42B, and net income from continuing operations grew 71% to $648M versus FY2024 . Pay outcomes were tied to rigorous performance metrics: FY2025 annual cash incentive quantitative payout at 124.2% on adjusted Total Segment EBITDA, qualitative at 160% for Mr. Thomson , and 2023–2025 PSUs paid at 93.8% based on cumulative adjusted EPS, FCF, and relative TSR (81.9th percentile) .

Past Roles

Organization	Role	Years	Strategic Impact
News Corp	Chief Executive	2013–Present	Led negotiations on content payments with tech platforms; drove profitability and digital transformation across segments .
Dow Jones	Editor-in-Chief	2008–2012	Advanced global reach and digital initiatives; managed WSJ .
The Wall Street Journal	Managing Editor	2008–2012	Expanded WSJ’s global digital footprint .
Dow Jones	Publisher	2007–2008	Leadership across publishing operations .
The Times of London	Editor	2002–2007	Editorial leadership at UK national daily .
Financial Times (U.S. edition)	Managing Editor	1998–2002	Drove FT’s U.S. market expansion; U.S. sales tripled .
Financial Times	Various roles	1985–1998	Financial journalism, foreign correspondent roles .

External Roles

No current external public company directorships disclosed for Mr. Thomson in the proxy. Past corporate service includes senior editorial and publishing roles noted above .

Fixed Compensation

Component	FY2025 Amount
Base Salary	$3,000,000
Target Annual Cash Incentive	$5,000,000
Target Long-Term Equity Incentive	$10,500,000 (≥$1,000,000 solely TSR-based per employment agreement)
Total Direct Compensation	$18,500,000

Note: Executives who serve as Directors do not receive director fees; board responsibilities are considered in normal employment compensation .

Performance Compensation

Annual Cash Incentive (FY2025)

Metric	Weighting	Target Range	Actual	Payout Multiple	Payout Amount
Adjusted Total Segment EBITDA	2/3	$1.534B–$1.696B	$1.754B	124.2%	$4,140,000
Qualitative/Individual Objectives (incl. ethics/compliance and ESG negative-only adjustment)	1/3	N/A	N/A	160%	$2,666,667
Total FY2025 Annual Cash Incentive	—	—	—	—	$6,806,667

Long-Term Incentive Structure (FY2025–FY2027 grant)

PSUs 70%: Performance over 3 years on cumulative adjusted EPS (40%), cumulative adjusted FCF (40%), and three-year relative TSR percentile (20%); cliff vest post-period; payout 0–200% .
RSUs 30%: Vest ratably over three years; settled in cash for Mr. Thomson pursuant to Director equity settlement policy related to ASX requirements; others settle in shares .

Grant	Target Value	Target PSUs	RSUs	Total Units
FY2025–FY2027 LTI (Aug 15, 2024)	$10,500,000	282,266	105,157	387,423

PSU Payouts (FY2023–FY2025 performance period; vested Aug 15, 2025)

Metric	Weighting	Target (Range)	Achieved	Payout Multiplier
Cumulative adjusted EPS	40%	$2.80–$3.42	$2.13	18.1%
Cumulative adjusted FCF	40%	$2.500–$3.056B	$2.383B	35.8%
Relative TSR percentile	20%	50th	81.9th	40.0%
Overall Payout	—	—	—	93.8%

Target Shares	Payout Multiplier	Final PSU Award (Shares/Cash Units)
306,105	93.8%	287,126
54,660 (TSR-only tranche)	200.0%	109,320

Equity Ownership & Alignment

Beneficial ownership: Mr. Thomson beneficially owns 2,000 shares of Class B Common Stock; Class A ownership not disclosed for Mr. Thomson; outstanding unvested awards are cash-settled for Mr. Thomson per policy .
Stock ownership guidelines: CEO must hold ≥5x base salary; all current NEOs comply or are on track .
Hedging and derivatives: Prohibited for Directors and employees, including NEOs .
Clawbacks: Mandatory recovery for accounting restatements under Rule 10D-1; secondary recoupment for significant misconduct and certain restatements .
Pledging: The security ownership table discloses pledging by LGC Holdco (Murdoch family-related), not for Mr. Thomson (30,404,378 Class B shares pledged by LGC Holdco) .

Outstanding RSUs and Vesting Dates (as of FY2025 year-end)

RSUs Not Yet Vested	Vesting Schedule
105,157	Ratably on 8/15/2025, 8/15/2026, 8/15/2027
75,257	Ratably on 8/15/2025 and 8/15/2026
43,731	On 8/15/2025

Outstanding PSUs (subject to performance)

PSUs Not Yet Vested	Performance Period	Vest Date
282,266	7/1/2024–6/30/2027	8/15/2027
620,860	7/1/2023–6/30/2026	8/15/2026

Employment Terms

Employment Agreement (amended and restated): Dated June 20, 2025; term through June 30, 2030 .
Compensation terms: Base salary $3,000,000; target annual bonus $5,000,000; target LTI $10,500,000 with ≥$1,000,000 TSR-only component .
Death/Disability: Continued base salary up to one year; prior-year unpaid bonus; pro-rata current year bonus; equity vesting per agreements (immediate RSU vesting upon death; continued RSU vesting for 3 years upon qualifying disability; PSUs paid based on projected performance or target depending timing) .
Termination (for cause or resignation without good reason): Base salary through termination; prior-year unpaid bonus only .
Retirement eligibility: Resignation or termination after age 60 with 10 years of service; continued RSU vesting for 3 years; PSUs pay based on final performance on vest dates, if employed beyond year 1 of the performance period .
Termination without cause or resignation for good reason: Two years of base salary plus two annual bonuses at target; prior-year unpaid bonus; pro-rata current-year bonus; continued equity vesting for two years as if employed .
Good reason (summary): Material breach, relocation outside NYC metro area, or material diminution of role .

Board Governance

Board roles: Chair Lachlan K. Murdoch; Chief Executive and Director Robert J. Thomson; Independent Lead Director Masroor Siddiqui .
Independence: Majority independent; Audit, Compensation, and Nominating and Corporate Governance Committees composed solely of independent Directors .
Lead Independent Director duties include presiding executive sessions, agenda approval, liaison duties, and CEO performance evaluation; Siddiqui re-elected Lead Director in Aug 2025 .
Director attendance: 8 Board meetings in FY2025; each current Director attended ≥75% of Board and applicable committee meetings; independent Directors met in executive session four times .

Committee Memberships (FY2025)

Audit: Masroor Siddiqui (Chair), José María Aznar, Ana Paula Pessoa; 7 meetings; all “audit committee financial experts” .
Compensation: Masroor Siddiqui (Chair), Natalie Bancroft; 4 meetings; oversees CEO succession and clawbacks .
Nominating & Corporate Governance: José María Aznar (Chair), Natalie Bancroft, Ana Paula Pessoa; 4 meetings .

Compensation Committee Practices

Independent consultant FW Cook retained; no other services; peer group reviewed/updated in June 2025 (additions: CoStar Group, RELX, S&P Global; removals: TEGNA, Netflix, Paramount, WBD) .
Say‑on‑pay: 93.2% approval at 2024 annual meeting; program maintained with stockholder feedback .

Director Compensation (Non-Executive)

Fiscal 2025 Annual Retainers	Amount
Board Cash Retainer	$100,000
Board DSU Retainer	$195,000
Lead Director Retainer	$50,000
Audit Chair	$25,000
Compensation Chair	$15,000
Nominating Chair	$12,500
Audit Member	$15,000
Compensation Member	$10,000
Nominating Member	$10,000

Performance & Track Record

Metric	FY2024	FY2025
Revenue ($USD Billions)	$8.25	$8.45
Total Segment EBITDA ($USD Billions)	$1.24	$1.42
Net Income from Continuing Ops ($USD Millions)	$379	$648

Highlights include completion of Foxtel sale to DAZN, execution and expansion of platform licensing agreements (OpenAI, Google), and transformation of Dow Jones’ B2B information services .

SPGI Annual Financials (for 5-year pay-for-performance context)

Metric	FY2021	FY2022	FY2023	FY2024	FY2025
Revenues ($USD Millions)	$8,861*	$9,699*	$7,379*	$7,593*	$7,833*
EBITDA ($USD Millions)	$1,036*	$1,418*	$878*	$970*	$1,134*

Values retrieved from S&P Global. Interpretations should consider differences between SPGI standardized reporting and the company’s “Total Segment” disclosures .*

Employment & Contracts: Change‑of‑Control Economics

No single‑trigger cash severance or automatic equity vesting solely upon a change‑in‑control; employment agreements do not provide enhanced severance for change‑in‑control .
Clawback and hedging prohibitions enhance alignment and reduce risk .

Related Party & Governance Considerations

Arm’s‑length transactions with NOVA (Murdoch-controlled) disclosed (FY2025: ~$0.7M advertising expense; ~$1.8M revenue) .
LGC Holdco (Murdoch-related) pledging disclosed: 30,404,378 Class B shares pledged as collateral .
Corporate governance amendments proposed: Officer exculpation addition; removal of obsolete corporate opportunity waiver from the Certificate (with similar waiver remaining in By-laws); federal forum selection for Securities Act claims; Delaware forum clarification .

Equity Award Grant Practices

Regular annual grants each August 15; occasional off-cycle grants for hires/promotions; no stock options granted in FY2025 .

Say‑on‑Pay & Shareholder Feedback

FY2024 say‑on‑pay support: ~93.2% .
Active engagement with unaffiliated holders: >30% of Class B, >60% of Class A outstanding engaged in FY2025 .

Insider Transactions & Selling Pressure

Form 4 data was not available via the tool during this session; patterns of vesting-related sales, net share settlements, or discretionary selling could not be analyzed. We searched for insider filings but found no retrievable records in the available tool index (0 documents of type 4) and will monitor subsequent filings for trading signals.

Investment Implications

High alignment: 84% of CEO Total Direct Compensation “at risk”; annual cash incentives and PSUs tied to Adjusted Total Segment EBITDA, EPS, FCF, and relative TSR; clawbacks and hedging bans further align incentives .
Cash-settled equity for the CEO mitigates secondary share supply from vesting, but maintains market exposure via value at vest; RSU and PSU schedules indicate potential cash realizations around August each year, which may influence timing of insider-related cash flows rather than share overhang .
Retention risk moderated: Long agreement term to 2030 and two-year severance with continued vesting suggest low near-term turnover risk, though severance obligations represent potential cost in leadership transition scenarios .
Governance balance: Separate Chair/CEO model with strong Lead Independent Director and independent committees supports oversight in a controlled company context; related-party transactions and pledging by a major holder warrant continued monitoring .
Performance-tied payouts: FY2025 cash incentive and 2023–2025 PSU payouts reflect disciplined application of pre-set targets and adjustments, supporting pay-for-performance credibility amid improving operating results .