A.G. Sulzberger
NEW YORK TIMESAbout A.G. Sulzberger
A.G. Sulzberger (age 44) is Chairman of the Board (since 2021) and Publisher of The New York Times (since 2018), after prior roles as deputy publisher, associate editor, assistant editor, bureau chief, and reporter; he is not an independent director given Ochs‑Sulzberger family control of Class B stock . Under his stewardship, NYT’s subscription-first model delivered 11.43M subscribers and 6.6% total revenue growth in 2024 to $2,585.9M, with adjusted operating profit rising to $455.4M; NYT’s 2022–2024 Relative TSR was 21.41% (56th percentile), yielding a 123% LTI TSR component payout .
| Metric | 2022 | 2023 | 2024 |
|---|---|---|---|
| Total Revenues ($000s) | $2,308,321 | $2,426,152 | $2,585,919 |
| Adjusted Operating Profit ($000s) | $347,931 | $389,851 | $455,402 |
| Relative TSR (3-yr) and Percentile | — | — | 21.41% (56th percentile) |
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| The New York Times | Chairman of the Board | 2021–present | Board leadership and long-term strategy oversight within dual-class governance |
| The New York Times | Publisher; Director | 2018–present | Led digital transformation and subscription-first strategy |
| The New York Times | Deputy Publisher | 2016–2017 | Operational leadership pre-publisher appointment |
| The New York Times | Associate Editor | 2015–2016 | Editorial leadership during digital transition |
| The New York Times | Assistant Editor | 2012–2015 | Editorial process and standards |
| The New York Times | Head, Kansas City Bureau | 2010–2012 | Regional coverage leadership |
| The New York Times | Reporter | 2009–2012 | Ground reporting, newsroom experience |
External Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| Ochs‑Sulzberger Trust | Trustee | Current (as of Mar 4, 2025) | Trust controls 94.6% of Class B stock; trustees share voting/investment power |
Fixed Compensation
| Year | Salary ($) | Target Bonus (%) | Actual Annual Incentive ($) | Stock Awards ($) | All Other ($) |
|---|---|---|---|---|---|
| 2022 | 623,771 | — | 1,276,921 | 1,802,164 | 97,160 |
| 2023 | 622,568 | — | 1,834,844 | 3,233,963 | 75,564 |
| 2024 | 646,615 | 115% of salary | 908,838 | 3,285,051 | 89,935 (incl. savings plan contributions $88,355; life insurance $1,580) |
Notes:
- 2024 target compensation set early 2024: Base $650,000; Target bonus $743,730; RSUs $680,500; Performance Awards (target) $2,722,000; Total $4,796,230 .
- Executive perquisites are limited; no tax gross-ups; clawback policy applies .
Performance Compensation
Annual Incentive (2024)
| Component | Metric | Weighting | Target Definition | Actual Result | Payout % |
|---|---|---|---|---|---|
| Financial | Adjusted Operating Profit | 80% (combined financial) | Budget-based (non-GAAP per Appendix A) | $455.4M | 124% of target |
| Financial | Total Revenue | 80% (combined financial) | SEC-reported revenues | $2,585.9M | 124% of target |
| Individual | Strategic/operational goals | 20% | Committee assessment | Strong leadership, growth metrics | 115% (Sulzberger) |
Resulting payout: 122% of target; actual $908,838 .
Long-Term Incentive Structure
- 2022–2024 cycle payouts: Adjusted Operating Profit 149% of target; Digital Subscription Revenue 80%; Relative TSR 123% (56th percentile vs S&P 500); paid entirely in Class A stock .
- 2024–2026 cycle grants (target, Feb 21, 2024): weighting implied by grant values 40% AOP / 20% DSR / 40% Relative TSR .
| Grant (2024–2026) | Shares (#) | Grant Date Value ($) |
|---|---|---|
| RSUs (time-based; 3-year ratable vest) | 14,652 | 680,500 |
| Performance: Adjusted Operating Profit | 23,443 | 1,088,800 |
| Performance: Digital Subscription Revenue | 11,722 | 544,400 |
| Performance: Relative TSR | 23,443 | 1,088,800 |
| Total | 73,260 | 3,402,500 |
Vesting and payout safeguards:
- Minimum vesting one year; no automatic change-in-control vesting; no option repricing; dividends not paid on unvested awards .
Realized Stock Vested (2024)
| Measure | Shares Vested (#) | Value Realized ($) |
|---|---|---|
| RSUs and 2022–2024 LTI payout (delivered early 2025) | 49,135 | 2,319,535 |
Equity Ownership & Alignment
Beneficial ownership reflects trustee status over Ochs‑Sulzberger Trust (duplication applies).
| Holding Category | Amount | Notes |
|---|---|---|
| Class A Stock (beneficial) | 2,315,007 shares; 1.4% of Class A | Includes trust shares per SEC rules |
| Class B Stock (beneficial) | 738,810 shares; 94.6% of Class B (as trustee group) | Trust controls Class B; convertible 1:1 to Class A |
| Personal/Class A breakdown | 109,495 (direct); 60,323 (sole trustee); 4,825 (as trustee); 1,554 (custodial) | Excludes 2020 Plan RSUs subject to vesting |
| Unvested RSUs at 12/31/24 | 26,897 shares; $1,399,989 market value ($52.05/share) | |
| Unearned Performance Awards (max) | 229,326 shares; $11,936,418 (at $52.05/share) | |
| RSU Vesting Schedule | 2/18/25: 2,902; 2/21/25: 4,883; 2/22/25: 4,671; 2/21/26: 4,884; 2/22/26: 4,672; 2/21/27: 4,885 | |
| Ownership Guidelines | 5x base salary for Chairman; executives in compliance | |
| Hedging/Pledging | Prohibited by Insider Trading Policy | |
| Clawback | Dodd‑Frank/NYSE-compliant recoupment for incentive-based comp |
Insider selling pressure indicators:
- Significant RSU tranches vest annually through 2027 and 2022–2024 LTI paid in stock; hedging/pledging banned; sales constrained by 5x salary ownership guideline compliance .
Employment Terms
No individual change-in-control agreement; plan-level treatment applies.
| Scenario (as of 12/31/24) | Performance Awards ($) | RSUs ($) | Pension PV ($) | Restoration Plan ($) | Salary ($) |
|---|---|---|---|---|---|
| Termination | — | — | 13,011 | 397,913 | — |
| Resignation | — | — | 13,011 | 397,913 | — |
| Death/Disability/Retirement | 5,217,141 | 1,399,989 | 13,011 | 462,118 | — |
| Change in Control (CIC) | 2,318,267 | — | — | — | — |
| Termination upon CIC | 2,318,267 | 1,399,989 | 13,011 | 397,913 | — |
Key terms:
- Performance awards deemed earned at greater of target or actual at CIC; continue time-based vesting post-CIC; RSUs vest if not assumed, or vest on qualifying termination within 12 months if assumed (double-trigger) .
- Defined benefit pension frozen; A.G. present value $13,011; 2 years credited service (Guild formula) .
- Restoration Plan account balance $397,913; 2024 credit $50,928; 2024 earnings $23,754 at 6.52% indexed rate .
Board Governance
- Role: Chairman and Publisher; not independent; Brian P. McAndrews is Presiding Director (Lead Independent) .
- Committees: Audit, Compensation, Nominating & Governance are fully independent; A.G. is not listed as a member on standing committees .
- Executive Sessions: Non-employee directors after each regular Board meeting; independent directors at least annually; led by Presiding Director .
- Attendance: 2024 Board meetings 5; committee meetings 19; all directors attended ≥75% .
- Dual-class context: Trustees (including A.G.) steward Class B control to protect editorial independence; Board maintains majority independence despite “controlled company” status .
Compensation Structure Analysis
- Mix trend: Long-term incentives are 100% equity since 2022; options not used; RSUs and performance shares dominate at-risk pay .
- Governance safeguards: No tax gross-ups; clawback policy; minimum one-year vesting; no evergreen; no automatic CIC vesting; no hedging/pledging .
- Pay for performance: 2024 annual incentive paid above target due to 124% financial metric attainment; LTI 2022–2024 paid 149% AOP, 80% DSR, 123% TSR .
Related Party Transactions and Family Employment
- Policy requires prior review of related person transactions; directors abstain on deliberations; arm’s-length terms enforced .
- Ochs‑Sulzberger family employees in 2024 included David Perpich ($1,202,268 cash; $600,000 LTI grants), Samuel Dolnick ($796,665), Michael Greenspon ($576,091); A.G. Sulzberger employed as Chairman & Publisher .
Say‑on‑Pay & Shareholder Feedback
- Say‑on‑pay is voted by Class B stockholders; approval was “overwhelming” in 2024; management conducts regular outreach to significant Class A holders on compensation .
Compensation Peer Group and Process
- Independent consultant (Exequity) benchmarks against a 19‑company journalism/media/digital peer group; Committee sets targets from budget/three‑year plan; reviews tally sheets and internal pay equity; independent directors approve Chairman/CEO pay .
Investment Implications
- Alignment: Significant unvested RSUs and multi‑metric performance shares plus 5x salary ownership guideline and anti‑hedging/pledging policy support long‑term alignment; watch 2025–2027 RSU vesting and LTI share deliveries for supply overhang .
- Performance linkage: Annual and LTI awards tie to adjusted operating profit, digital subscription revenue, and relative TSR; above‑target payouts reflect strong execution in core subscriber and revenue growth .
- Governance risk/comfort: Controlled company with dual-class and family trustees implies non‑independence for A.G.; however, Board maintains majority independence, independent committees, clawbacks, and robust lead independent director role—mitigating some governance concerns .
- Retention/Change‑in‑Control: No individual CIC agreements; double‑trigger protection on assumed awards; meaningful deferred and pension balances but not outsized—retention primarily via LTI and role influence .