Arthur Golden
NEW YORK TIMESAbout Arthur Golden
Arthur Golden (age 68) is a non-employee, non-independent director of The New York Times Company, serving since 2021. He is a bestselling author with degrees from Harvard College (Art History), Columbia University (M.A., East Asian Languages & Culture), and Boston University (M.A., English) . He is a fourth‑generation member of the Ochs‑Sulzberger family and a current trustee of the Ochs‑Sulzberger Trust that controls the Company’s Class B shares .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| — | Bestselling author | — | — |
External Roles
| Organization | Role | Tenure | Scope/Notes |
|---|---|---|---|
| Ochs‑Sulzberger Trust | Trustee | Current | Trustee of family trust holding 738,810 Class B and 1,400,000 Class A shares; trustees vote trust shares, can nominate successor trustees, and major trust actions require 6 of 8 trustee votes . |
Board Governance
- Independence status: Not independent due to Ochs‑Sulzberger family status; classified as non‑independent alongside A.G. Sulzberger, Meredith Kopit Levien, David Perpich, and Margot Golden Tishler .
- Committee assignments (2024): Finance Committee member; no chair roles .
- Attendance and engagement: In 2024, the Board met 5 times and committees met 19 times; all directors attended at least 75% of Board and relevant committee meetings; all directors attended the 2024 annual meeting .
- Executive sessions: Non‑employee directors (including Mr. Golden) meet in executive session at the end of each regular Board meeting; independent directors meet at least annually, led by the Presiding Director . Presiding Director is Brian P. McAndrews .
- Ownership/hedging policy: Directors are subject to a prohibition on hedging/pledging, short sales, and margining Company stock under the Insider Trading Policy .
- Director ownership guideline: Minimum holding equal to 4x annual Board cash retainer; all directors are in compliance .
Committee Memberships
| Committee | Role | 2024 Meetings | Notes |
|---|---|---|---|
| Finance | Member | 4 | Reviews dividend policy, capital allocation, financings, repurchases, and significant financial policies . |
Fixed Compensation
| Component | 2024 Amount | Notes |
|---|---|---|
| Board cash retainer | $60,000 | Standard annual cash retainer for non‑employee directors . |
| Committee membership retainers | $10,000 | Finance Committee member retainer ($10,000) . |
| Total cash fees (2024) | $70,000 | Mr. Golden’s fees earned or paid in cash . |
| 2025 cash retainer (change) | $70,000 | Board approved increase effective Jan 1, 2025 (from $60,000) . |
Performance Compensation
| Grant/Instrument | Detail | Value/Shares | Vesting/Settlement |
|---|---|---|---|
| Annual RSU grant (4/24/2024) | Standard non‑employee director grant | 4,048 RSUs; $175,000 grant date fair value | Vests at 2025 annual meeting (service-based); shares delivered within 90 days after cessation of Board service; dividend equivalents credited as additional RSUs . |
| Unvested RSUs outstanding (12/31/2024) | Year-end outstanding balance | 4,066 RSUs | Reflects credited dividend equivalents; remains service-based . |
| 2025 annual RSU grant (change) | Forward-looking program change | $185,000 grant date fair value | Approved increase for 2025 annual grant . |
The Company does not grant stock options or performance share units to non‑employee directors; director equity is time‑vested and deferred until departure from the Board .
Other Directorships & Interlocks
| Company/Institution | Role | Tenure | Committees/Notes |
|---|---|---|---|
| — | — | — | No other public company directorships disclosed in the 2025 Proxy Statement . |
| Ochs‑Sulzberger Trust | Trustee | Current | Governance interlock: trustee of controlling family trust; trustees vote trust shares, appoint successor trustees, and must act by 6‑of‑8 vote for actions; trust purpose is to safeguard editorial independence . |
Expertise & Qualifications
- Family governance and mission alignment: Fourth‑generation Ochs‑Sulzberger family member; cited for appreciation of The Times’s values and contributions .
- Editorial and cultural perspective: Non‑operating profile as a bestselling author; humanities and East Asia academic background .
- Board role focus: Serves on Finance Committee, contributing to capital allocation oversight .
Equity Ownership
| Ownership Item | Amount | Percent | As of/Notes |
|---|---|---|---|
| Class A shares beneficially owned | 2,268,203 | 1.4% | Security ownership table (beneficial ownership definition includes trust holdings); note duplications due to trust aggregation . |
| Class B shares beneficially owned | 739,928 | 94.8% | Includes trust-related beneficial ownership; duplications disclosed in footnotes . |
| RSUs (total credited; distributed upon Board departure) | 16,684 | — | Includes 4,075 unvested RSUs vesting within 60 days of the 2025 annual meeting; distributed upon cessation of Board service . |
| RSUs unvested (12/31/2024) | 4,066 | — | Year-end count, reflects dividend equivalents . |
| Additional personal/trust holdings | 42,073 Class A (family trust; sole trustee); 69,518 Class A (trust; spouse is trustee); 1,118 Class B (family trust; co‑trustee) | — | Disclosed in footnotes to principal holders table . |
Notes:
- Class B is convertible 1:1 into Class A; SEC rules deem Class B ownership as beneficial ownership of Class A for reporting; footnotes caution duplication across trustees’ reported totals .
- Insider Trading Policy prohibits hedging/pledging and margining of Company stock by directors .
- Director stock ownership guideline: 4x annual cash retainer; all directors in compliance .
Governance Assessment
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Strengths and alignment
- Significant long-term alignment via (i) trust stewardship of Class B shares focused on editorial independence and (ii) director equity deferred until departure, fostering long-horizon oversight .
- Active committee role on Finance, contributing to oversight of dividends, repurchases, capital structure and M&A/capex policies .
- Board maintains majority independence and fully independent Audit, Compensation, and Nominating & Governance Committees despite controlled company exemptions; robust stock ownership and clawback frameworks; prohibition on hedging/pledging .
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Potential conflicts and risk indicators
- RED FLAG: Not independent; as an Ochs‑Sulzberger family member and Ochs‑Sulzberger Trust trustee, Mr. Golden is structurally conflicted on matters implicating family control and Class B voting power .
- Related‑party environment: Multiple family members are employees (including Chairman/Publisher and The Athletic’s publisher); the Company discloses policy controls and committee review for related person transactions; 2024 director‑affiliated business arrangements were arm’s‑length and within categorical immateriality thresholds .
- Controlled company dynamics: While the Company adheres to independent committee standards, the dual‑class structure and trust control remain a governance overhang for some investors .
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Engagement and attendance
- All directors met the 75% attendance threshold and attended the 2024 annual meeting; non‑employee director executive sessions occur each regular meeting, with independent‑only sessions at least annually, led by the Presiding Director—supporting board effectiveness .
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Director pay structure and incentives
- Balanced mix in 2024: cash fees ($70,000) plus time‑vested RSUs ($175,000), with settlement deferred until Board departure; 2025 retainer and RSU values increased modestly, keeping market alignment and reinforcing at‑risk, equity‑linked pay .