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Amanpal S. Bhutani

Independent Director at NEW YORK TIMESNEW YORK TIMES
Board

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

OrganizationRoleTenureCommittees/Impact
Expedia Group, Inc.President, Brand Expedia Group; SVP, Expedia Worldwide Engineering2010–2019Senior leadership in consumer-facing digital businesses; scaled engineering and product organizations
JPMorgan Chase & Co.Technology Senior Director2008–2010Enterprise technology leadership
Washington Mutual, Inc.SVP, eCommerce Technology (most recent)2002–2008Led ecommerce technology; acquired by JPMorgan Chase in 2008
Startup/ConsultancyFounder & technical lead; Senior EngineerPrior to 2002Early-stage product/engineering leadership

External Roles

OrganizationRoleTenureNotes
GoDaddy Inc.Chief Executive Officer; Director2019–presentPublic 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

CommitteeRoleMeetings in 2024
AuditMember6
FinanceMember4

Fixed Compensation (Non-Employee Director)

Component2024 Amount ($)
Board cash retainer60,000
Audit Committee member retainer20,000
Finance Committee member retainer10,000
Committee chair fees0 (not a chair)
Meeting fees0 (not paid)
Total cash fees (reported)90,000
Name2024 Fees Earned or Paid in Cash ($)2024 Stock Awards ($)Total 2024 ($)
Amanpal S. Bhutani90,000 175,000 265,000
  • 2025 changes approved: Board cash retainer increased to $70,000; annual RSU grant value increased to $185,000 .

Performance Compensation (Director Equity)

Grant DateAward TypeRSUs Granted (#)Grant Date Fair Value ($)VestingDeliveryDividend Equivalents
Apr 24, 2024RSUs (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

CompanyRoleCommittee RolesInterlocks/Notes
GoDaddy Inc.CEO; DirectorNot disclosed in NYT proxySeparate 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

HolderClass A Shares Beneficially Owned% of Class AClass A Stock UnitsClass B Shares
Amanpal S. Bhutani25,754 <1%
Unvested Awards (as of Dec 31, 2024)Quantity (#)
Aggregate unvested RSUs4,066
  • 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 .