Amanpal S. Bhutani
About Amanpal S. Bhutani
Independent director of The New York Times Company since 2018; age 48. Bhutani is CEO and a director of GoDaddy Inc. (since 2019). Prior roles include President, Brand Expedia Group (2015–2019) and SVP, Expedia Worldwide Engineering (2010–2015) at Expedia; technology senior director at JPMorgan Chase (2008–2010); senior roles at Washington Mutual (2002–2008); and earlier founder/technical lead and senior engineer roles. He brings technological, information security, international business, and human capital management expertise to NYT’s Board .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Expedia Group, Inc. | President, Brand Expedia Group; SVP, Expedia Worldwide Engineering | 2010–2019 | Senior leadership in consumer-facing digital businesses; scaled engineering and product organizations |
| JPMorgan Chase & Co. | Technology Senior Director | 2008–2010 | Enterprise technology leadership |
| Washington Mutual, Inc. | SVP, eCommerce Technology (most recent) | 2002–2008 | Led ecommerce technology; acquired by JPMorgan Chase in 2008 |
| Startup/Consultancy | Founder & technical lead; Senior Engineer | Prior to 2002 | Early-stage product/engineering leadership |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| GoDaddy Inc. | Chief Executive Officer; Director | 2019–present | Public company CEO in technology industry |
Board Governance
- Independence: The Board determined Bhutani has no material relationship with the Company and is independent under NYSE rules .
- Committees: Member, Audit Committee (6 meetings in 2024); Member, Finance Committee (4 meetings in 2024). Audit members are all independent and financially literate; designated audit committee financial experts are Glaser, Brooke, and Subramanian (Bhutani is not listed as an “audit committee financial expert”) .
- Attendance and engagement: In 2024, the Board met 5 times and committees met 19 times; all directors attended at least 75% of Board and applicable committee meetings; all directors attended the 2024 Annual Meeting. Non-employee and independent directors meet in regular executive sessions led by the Presiding Director .
- Election results (2025 Annual Meeting – Class B ballot): Amanpal S. Bhutani received 754,505 votes For, 0 Withheld, 64 Broker Non-Votes .
- Ownership alignment: Non-employee directors must own ≥4x the annual Board cash retainer within ~5 years; all directors are in compliance .
- Anti-hedging/pledging: Directors are prohibited from short-term speculative trading, hedging/derivatives, holding in margin accounts, or pledging Company stock .
- Controlled company context: NYT qualifies as a controlled company but maintains a majority-independent Board and fully independent Compensation and Nominating & Governance Committees (does not rely on exemptions) .
Committee Assignments
| Committee | Role | Meetings in 2024 |
|---|---|---|
| Audit | Member | 6 |
| Finance | Member | 4 |
Fixed Compensation (Non-Employee Director)
| Component | 2024 Amount ($) |
|---|---|
| Board cash retainer | 60,000 |
| Audit Committee member retainer | 20,000 |
| Finance Committee member retainer | 10,000 |
| Committee chair fees | 0 (not a chair) |
| Meeting fees | 0 (not paid) |
| Total cash fees (reported) | 90,000 |
| Name | 2024 Fees Earned or Paid in Cash ($) | 2024 Stock Awards ($) | Total 2024 ($) |
|---|---|---|---|
| Amanpal S. Bhutani | 90,000 | 175,000 | 265,000 |
- 2025 changes approved: Board cash retainer increased to $70,000; annual RSU grant value increased to $185,000 .
Performance Compensation (Director Equity)
| Grant Date | Award Type | RSUs Granted (#) | Grant Date Fair Value ($) | Vesting | Delivery | Dividend Equivalents |
|---|---|---|---|---|---|---|
| Apr 24, 2024 | RSUs (Class A) | 4,048 | 175,000 | Vest at 2025 Annual Meeting (continued service) | Shares delivered within 90 days after Board service ends | Additional RSUs credited for cash dividends on Class A stock |
Directors’ RSUs are time-vested (no performance metrics). No meeting fees are paid; reasonable expenses are reimbursed .
Other Directorships & Interlocks
| Company | Role | Committee Roles | Interlocks/Notes |
|---|---|---|---|
| GoDaddy Inc. | CEO; Director | Not disclosed in NYT proxy | Separate issuer; no NYT compensation committee interlocks disclosed for 2024 |
- Compensation Committee Interlocks: NYT discloses no interlocks or insider participation for 2024; none of NYT’s executive officers serve on boards/committees of entities whose executives sit on NYT’s Board/Compensation Committee .
Expertise & Qualifications
- Technology, information security, international business, and human capital management experience from senior roles at large, consumer-facing digital companies; current public-company CEO (GoDaddy) .
- Independent, financially literate Audit Committee member (Audit Committee financial experts designated are Glaser, Brooke, Subramanian) .
Equity Ownership
| Holder | Class A Shares Beneficially Owned | % of Class A | Class A Stock Units | Class B Shares |
|---|---|---|---|---|
| Amanpal S. Bhutani | 25,754 | <1% | — | — |
| Unvested Awards (as of Dec 31, 2024) | Quantity (#) |
|---|---|
| Aggregate unvested RSUs | 4,066 |
- Director stock ownership guideline: ≥4x annual cash retainer within ~5 years; all directors are compliant .
- Hedging/pledging/margin prohibited for directors under Insider Trading Policy .
Related-Party Transactions & Conflicts
- Policy requires prior review/approval of transactions >$120,000 involving related persons; disinterested review and fairness required; directors recuse when applicable .
- 2024 included advertising in NYT properties by director-affiliated entities; all at arm’s-length, customary terms; within immateriality thresholds considered for independence; relevant non-employee director did not participate or profit .
Say-on-Pay & Shareholder Signals
- 2025 Say-on-Pay: Class B stockholders approved executive compensation (For 751,165; Against 3,340; Abstain 0) .
- 2025 Director election (Class B): Bhutani elected with 754,505 For; 0 Withheld .
Governance Assessment
- Strengths: Independent director with deep technology and security pedigree; active member of Audit and Finance; financially literate; strong election support; robust anti-hedging/pledging policy; meaningful ownership alignment (4x retainer guideline) and RSU delivery deferred until board departure .
- Watch items: Controlled company structure (mitigated by NYT’s choice to maintain independent committees); director-affiliated advertising occurs but under arm’s-length terms and below materiality thresholds (monitor for scale/changes) .
- Compensation structure: Balanced cash/equity with modest retainer increases for 2025; director equity time-vests (no performance link), but delivery deferral and ownership guidelines support alignment .