Beth Brooke
NEW YORK TIMESAbout Beth Brooke
Beth Brooke (age 65) is an independent director of The New York Times Company, serving since 2021. She is an audit committee financial expert and sits on both the Audit and Compensation Committees. Her background spans nearly 40 years at Ernst & Young, including global vice chair roles, and a policy stint at the U.S. Treasury; she also serves on the board of eHealth, Inc. .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Ernst & Young LLP | Global Vice Chair, Public Policy; Member, Global Executive Board; Global sponsor for D&I | 2007–2019 | Financial, strategic, risk and public policy leadership; global D&I sponsorship |
| Ernst & Young LLP (Americas) | Vice Chair, Public Policy, Sustainability and Stakeholder Engagement | 2000–2007 | Policy and sustainability leadership |
| Ernst & Young LLP | Tax practice management roles | 1981–2000 | Tax and practice management |
| U.S. Department of the Treasury | Tax policy for insurance and managed care | 1993–1995 | Worked on healthcare and Superfund legislative reforms |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| eHealth, Inc. | Director | Since 2019 | Public company directorship |
| The Partnership for Global LGBTI Equality (WEF) | Co-chair, Steering Committee | Not disclosed | Nonprofit governance and inclusion focus |
Board Governance
- Committee assignments: Audit Committee (members: Rachel Glaser, Chair; Amanpal S. Bhutani; Beth Brooke; Anuradha B. Subramanian) and Compensation Committee (members: Brian P. McAndrews, Chair; Beth Brooke; Rachel Glaser; Rebecca Van Dyck) .
- Independence: Board affirmed Brooke is independent under NYSE rules .
- Audit Committee financial expert: Board determined Brooke qualifies as an “audit committee financial expert” per SEC; also satisfies NYSE “financial management expertise” .
- Attendance: In 2024 the Board met 5 times and committees met 19 times; all directors attended ≥75% of Board and committee meetings and attended the Annual Meeting .
- Lead Independent Director: Brian P. McAndrews (Presiding Director) leads executive sessions, sets agendas with Chair/CEO; independent/non-employee directors meet in executive session regularly .
- Director ownership guidelines: Minimum stock ownership equal to 4× annual Board cash retainer; all directors are in compliance .
- Insider trading policy: Prohibits hedging/pledging, margin accounts, and short-term speculative trading .
Fixed Compensation
| Component | 2023 | 2024 | Notes |
|---|---|---|---|
| Annual Board cash retainer | $60,000 | $60,000 | Paid quarterly |
| Audit Committee member retainer | $20,000 | $20,000 | Brooke is a member |
| Compensation Committee member retainer | $10,000 | $10,000 | Brooke is a member |
| Total cash fees (Brooke) | $90,000 | $90,000 | As reported in director comp table |
| Annual RSU grant (grant-date fair value) | $175,000 | $175,000 | Granted at Annual Meeting; deferred delivery until board departure |
| RSUs granted (units) | 4,472 | 4,048 | Units granted to each non-employee director (reflect 2023/2024 grants) |
| Unvested RSUs at 12/31 (Brooke) | 4,496 | 4,066 | Aggregate unvested at year-end (incl. dividend equivalents) |
| 2025 program change | — | — | Board raised cash retainer to $70,000 and RSU grant value to $185,000 effective 2025 |
- RSU mechanics: 2024 grant vests on the date of the 2025 Annual Meeting (April 30, 2025); underlying Class A shares are distributed within 90 days after a director leaves the Board; dividend equivalents credited in RSUs .
Performance Compensation
| Instrument | Performance Metrics | Vesting/Settlement | Terms |
|---|---|---|---|
| RSUs (Directors) | None (time-based only) | One-year vest at next Annual Meeting; delivery deferred until board departure | No options; RSUs accrue dividend equivalents; no performance-vesting disclosed for directors |
Note: Performance-based metrics (adjusted operating profit, total revenue, TSR) apply to executive long-term and annual incentive plans, not to non-employee directors .
Other Directorships & Interlocks
| Company | Sector | Role | Potential Interlock/Conflict |
|---|---|---|---|
| eHealth, Inc. | Health insurance marketplace | Director | No NYT competitive/supplier overlap disclosed in proxy . |
- Related party transactions: Company runs advertising for director-affiliated entities at arm’s length; relevant non-employee directors did not participate or profit; transactions reviewed under related person policy .
Expertise & Qualifications
- Financial, strategic, and risk management expertise from EY global leadership; public policy experience (Treasury) .
- Audit committee financial expert and NYSE “financial management expertise” designation .
- Diversity and inclusion leadership; co-chair in global equality initiative .
- Independent director status affirmed by Board .
Equity Ownership
| Holder | Class A Shares | Class B Shares | RSUs (Vested + Near-term Unvested) | Notes |
|---|---|---|---|---|
| Beth Brooke | 15,951 | — | 11,876 | RSUs vest or are deliverable upon board departure; values exclude year-end unvested RSUs shown separately in director comp tables . |
| Policy/Compliance | — | — | — | Directors meet 4× retainer stock ownership guideline; hedging/pledging prohibited . |
- Section 16(a) compliance: Proxy reports one delinquency for A.G. Sulzberger in 2023; no delinquent filings are attributed to Brooke .
Governance Assessment
- Strengths
- Independence and Audit Committee financial expert credentials support rigorous oversight of financial reporting, risk, and compensation .
- Solid engagement/attendance norms; directors attended ≥75% of meetings and the Annual Meeting .
- Director pay structure aligns with long-term value via RSUs deferred until departure; stock ownership guideline compliance enhances alignment .
- No disclosed related-party conflicts involving Brooke; director-affiliated transactions handled at arm’s length with non-participation .
- Watch items
- Dual-class controlled structure (Class B elects ~70% of Board) persists; while NYT maintains majority independent committees and declines controlled-company exemptions, governance influence by the Ochs-Sulzberger Trust is a structural consideration for investors .
- Ongoing monitoring of any advertising or other business with director-affiliated entities for adherence to the related-person policy .
Overall, Brooke’s deep finance/policy background, independent status, and audit expertise contribute positively to board effectiveness and investor confidence; her compensation and ownership align with shareholder interests, and no specific conflicts are disclosed in the proxy. .