Ruth Allen
About Ruth Allen
Ruth Allen is Chief Human Resources Officer (CHRO) of News Corporation, age 47, serving in the role since 2022 after previously being Chief People Officer of News Corp Australia (2018–2022); prior HR and learning leadership roles include Origin Energy, Thiess, and Telstra . Her pay-for-performance is anchored to company financial metrics: annual cash incentives are two-thirds based on adjusted Total Segment EBITDA and one-third qualitative; the fiscal 2025 quantitative payout was 124.2% of target, evidencing strong profitability execution, while long‑term PSUs are tied 40% to cumulative adjusted EPS, 40% to cumulative adjusted free cash flow, and 20% to relative TSR versus the S&P 1500 Media Index, aligning equity to multi‑year value creation . The company’s say‑on‑pay support was approximately 93.2% at the 2024 annual meeting, indicating broad shareholder endorsement of the compensation framework that governs Allen’s incentives . Allen’s current employment agreement (amended and restated) is effective February 14, 2024 and runs through December 31, 2025, with base salary not less than $825,000, target annual bonus not less than $825,000, and annual long‑term equity award target value not less than $1,000,000 .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| News Corp Australia | Chief People Officer | 2018–2022 | Led talent strategy and people operations across Australian businesses |
| Origin Energy | HR/Learning & Organizational Development | — | Human capital and capability development |
| Thiess | HR/Learning & Organizational Development | — | Workforce development in engineering services |
| Telstra | HR/Learning & Organizational Development | — | HR and learning initiatives in telecoms |
External Roles
No external public company directorships or board committee roles for Allen were disclosed in the proxy’s executive officer biographies .
Fixed Compensation
| Metric | FY 2024 | FY 2025 |
|---|---|---|
| Base Salary (USD) | $785,827 | $825,000 |
| Target Annual Cash Incentive (USD) | $825,000 | $825,000 |
| All Other Compensation (USD) | $107,452 | $112,900 |
| Total (SEC Summary Compensation Table) (USD) | $2,615,924 | $2,957,269 |
Breakdown of FY2025 “All Other Compensation”:
- Tax planning services: $17,698 (relocation from Australia to U.S.)
- Company 401(k) contributions: $18,566
- Company contributions to Restoration Plan: $76,636
Total Direct Compensation (Committee view of fixed + target variable):
| Component | FY 2025 |
|---|---|
| Base Salary | $825,000 |
| Target Annual Cash Incentive | $825,000 |
| Target Long‑Term Equity Incentive | $1,000,000 |
| Total Direct Compensation | $2,650,000 |
Performance Compensation
Annual Cash Incentive (FY2025 design and outcomes)
| Element | Weighting | Target/Range | Actual/Payout | Notes |
|---|---|---|---|---|
| Adjusted Total Segment EBITDA | 66.7% | $1.534–$1.696B target range | Quantitative payout: 124.2% | Linear curve with threshold/target/max; retained for profitability focus |
| Qualitative/Individual (incl. ESG, ethics/compliance) | 33.3% | Committee assessment; negative‑only ESG adjustment | Not individually disclosed | Audit/Nominating committees inform adjustments |
| Individual Target and Maximum (USD) | — | Target $825,000; Max $1,650,000 | Actual non‑equity incentive paid $1,040,600 | Reflects combined quantitative and qualitative result |
Long‑Term Equity Incentives (PSUs and RSUs)
Grant structure and performance metrics:
- PSUs weighting: 40% cumulative adjusted EPS, 40% cumulative adjusted FCF, 20% three‑year TSR percentile vs S&P 1500 Media Index .
- Dividend equivalents accrue and vest only when underlying awards vest .
- Equity awards are routinely granted August 15; no stock options currently granted to employees .
FY2025–2027 target awards (granted August 15, 2024):
| Award | Target Units | Grant Date | Grant Date Fair Value (USD) |
|---|---|---|---|
| PSUs | 25,828 | 8/15/2024 | $655,539 |
| RSUs | 11,067 | 8/15/2024 | $302,828 |
| Dividend equivalents (RSUs/PSUs) | 110 (example line item) | 10/9/2024 | $2,916 |
Outstanding equity and vesting schedules (as of FY2025 year‑end):
| Type | Units Unvested | Vest/Performance Period | Vest Date(s) | Market/Payout Value (USD) |
|---|---|---|---|---|
| RSUs | 46,451 | FY2023–2025, FY2024–2026, FY2025–2027 | 8/15/2025, 8/15/2026, 8/15/2027 (ratable by grant) | $1,367,053 |
| PSUs (unearned) | 61,102 | FY2024–2026; FY2025–2027 | 8/15/2026; 8/15/2027 | $1,798,232 |
| RSUs by grant | 11,067 (FY2025–2027) | FY2025–2027 | Ratable 8/15/2025–8/15/2027 | — |
| RSUs by grant | 11,760 (FY2024–2026) | FY2024–2026 | Ratable 8/15/2025–8/15/2026 | — |
| RSUs by grant | 6,195 (FY2023–2025) | FY2023–2025 | 8/15/2025 | — |
| PSUs by grant | 35,274 (FY2024–2026) | 7/1/2023–6/30/2026 | 8/15/2026 | — |
| PSUs by grant | 25,828 (FY2025–2027) | 7/1/2024–6/30/2027 | 8/15/2027 | — |
Vesting realized in FY2025:
| Name | Shares/Units Vested | Value Realized (USD) | Vesting Context |
|---|---|---|---|
| Ruth Allen | 15,474 | $422,750 | FY2022–2024 PSU award and portions of FY2022–2024, FY2023–2025, FY2024–2026 RSUs vested on 8/15/2024; includes dividend equivalents |
Equity Ownership & Alignment
| Item | Disclosure |
|---|---|
| Beneficial Ownership (as of Sept 10, 2025) | No directly beneficially owned Class A or Class B shares reported; “less than 1%” of each class |
| Ownership Guidelines | CHRO guideline is 1x base salary; directly held shares and unvested awards count; five years to comply; all current NEOs comply or are on track |
| Hedging/Pledging | Company prohibits hedging of Company securities by directors and employees, including NEOs; options are not currently granted; no specific pledging disclosure identified in proxy |
| Vested vs Unvested | Vested in FY2025: 15,474 units, $422,750 value ; Unvested as of FY2025 year‑end: RSUs 46,451 ($1,367,053) and PSUs 61,102 ($1,798,232) |
Potential selling pressure windows:
- Routine annual grant/vesting cycle is centered on August 15; RSUs vest ratably each August and PSUs vest upon performance certification at August endpoints, which can cluster liquidity events around mid‑August .
Employment Terms
| Term | Key Economics / Provisions |
|---|---|
| Agreement | Amended & Restated Employment Agreement effective Feb 14, 2024; term through Dec 31, 2025 |
| Fixed/Target Pay Floors | Base salary ≥ $825,000; target annual bonus ≥ $825,000; annual long‑term equity incentive target value ≥ $1,000,000 |
| Perqs | Eligible for standard senior executive perqs; visa and tax support services provided |
| Death | Salary continuation for one year; unpaid prior‑year bonus; pro‑rated target bonus for fiscal year of death; immediate RSU vesting; PSU vesting methodology (projected actual for <1 year remaining, target otherwise) |
| Disability | Salary and benefits continuation up to one year; if absence is ≥7 months without definite return date, company may terminate; post‑termination PSUs pay per payout multiplier on applicable vesting dates; RSUs continue vesting for three years |
| Termination w/o Cause or for Good Reason | Two years of base salary and annual bonus at current target; unpaid prior‑year bonus; pro‑rated target bonus for year of termination; continued vesting of pre‑termination equity awards for two years; company‑paid COBRA premiums through Dec 31, 2025; conditioned on separation agreement and ongoing compliance |
| Good Reason Definition | Material breach by company (not cured within 30 days), relocation beyond 50 miles of NYC metro area, or material diminution of duties; if post‑term no comparable new agreement and later terminated w/o cause, severance benefits apply based on pre‑expiry pay levels |
| Change‑in‑Control | Company practice: no “single‑trigger” cash severance or automatic vesting based solely on change in control; NEO agreements do not contain enhanced severance in change in control |
| Clawbacks | Mandatory recovery under SEC Rule 10D‑1/Nasdaq for restatements; secondary recoupment for significant misconduct/restatements; three‑year lookback; applies to incentive‑based compensation |
| Trading Policy | Prohibitions on hedging and short sales; restrictions on derivatives; exercise/holding of employee awards permitted; policy filed with FY2025 10‑K |
Investment Implications
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Pay-for-performance alignment appears robust: annual cash incentive anchored to adjusted Total Segment EBITDA (quantitative payout 124.2% in FY2025) and multi‑year PSUs tied to EPS, FCF, and relative TSR, which should link Allen’s realized compensation to operational and shareholder outcomes .
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Retention risk is moderate near term: Allen’s agreement expires December 31, 2025, but severance economics (two years salary+target bonus, two years continued vesting) and guideline alignment reduce incentive to depart; watch for renewal terms and any revised triggers .
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Selling pressure windows: RSUs and PSUs commonly vest mid‑August; FY2025 shows meaningful unvested balances, suggesting potential liquidity events around August vesting dates; however, hedging is prohibited and no options are granted, limiting leveraged selling dynamics .
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Governance and risk: strong clawbacks, anti‑hedging policy, no single‑trigger CIC benefits, and high say‑on‑pay approval (93.2% in 2024) indicate disciplined compensation oversight; no disclosure of share pledging for Allen, which avoids a key red flag .
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Execution track record: The proxy highlights Allen’s leadership across succession for CFO/CTO, global talent mobility, HR tech modernization, and sustainability initiatives, which supports qualitative incentive outcomes and enterprise-wide change management—a relevant lens for human capital risk and transformation execution at NWSA .