Brian P. McAndrews
NEW YORK TIMESAbout Brian P. McAndrews
Brian P. McAndrews (age 66) is an independent director of The New York Times Company, serving since 2012 and as Presiding Director since 2019. He is a former president, CEO and chairman of Pandora Media (2013–2016) with prior leadership at Madrona Venture Group (2009–2013), Microsoft (SVP, Advertiser & Publisher Solutions, 2007–2008), aQuantive (CEO/President, 1999–2007), and ABC (EVP/GM, ABC Sports, 1990–1999). He currently serves as lead director of Frontdoor, Inc. (since 2022) and director of Xero Limited (since 2022) .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Pandora Media, Inc. | President, CEO & Chairman | 2013–2016 | Led publicly traded tech/media company; digital transformation leader |
| Madrona Venture Group, LLC | Managing Director; later Venture Partner | 2009–2011; 2012–2013 | Growth-stage investing in tech; governance experience |
| Microsoft Corporation | SVP, Advertiser & Publisher Solutions | 2007–2008 | Digital advertising platform leadership |
| aQuantive, Inc. | CEO (1999–2000), President & CEO (2000–2007) | 1999–2007 | Built leading digital ad firm (sold to Microsoft) |
| ABC, Inc. | EVP & GM, ABC Sports (various roles) | 1990–1999 | Traditional media operations experience |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Frontdoor, Inc. | Director; Lead Director | Director since 2018; Lead Director since 2022 | Public company board leadership |
| Xero Limited | Director | Since 2022 | Global SaaS accounting platform board |
| Chewy, Inc. | Director (prior) | 2019–2021 | E-commerce board experience |
| Grubhub Inc. | Director; Chairman (prior) | Director 2011–2021; Chairman 2014–2021 | Marketplace governance |
| Teladoc Health, Inc. | Director (prior) | 2017–2020 | Digital health governance |
Board Governance
- Independence: The Board determined McAndrews is independent under NYSE rules; he is one of eight independent directors .
- Presiding Director: As Presiding Director (selected annually from independent directors), his duties include chairing executive sessions, liaising between the Chair/CEO and independent directors, consulting on agendas, meeting with management and major Class A stockholders; policy limits consecutive terms to five unless otherwise determined .
- Committees: Chair, Compensation Committee; Member, Nominating & Governance Committee; both committees fully independent .
- Attendance: 2024 Board meetings totaled 5; Committee meetings 19; all directors attended ≥75% of Board and committee meetings and attended the 2024 annual meeting .
- Stock Ownership Guidelines: Non-employee directors must own ≥4x annual cash retainer; all directors (including McAndrews) are in compliance; hedging/pledging prohibited by Insider Trading Policy .
- Related Person Transactions: Director-affiliated advertising arrangements were arm’s-length; relevant non-employee directors did not participate or profit; transactions overseen under related party policy .
Fixed Compensation
| Component | 2024 Amount | Notes |
|---|---|---|
| Board annual cash retainer | $60,000 | Paid quarterly |
| Presiding Director retainer | $30,000 | Paid quarterly |
| Compensation Committee Chair retainer | $10,000 | Paid quarterly |
| Compensation Committee membership retainer | $10,000 | Paid quarterly |
| Nominating & Governance Committee membership retainer | $6,000 | Paid quarterly |
| Total Cash Fees (reported) | $116,000 | Matches component sums |
| Annual RSU grant (shares) | 4,048 units | Granted at 2024 annual meeting; vests on 2025 annual meeting |
| Annual RSU grant (fair value) | $175,000 | Dividend equivalents credited as additional RSUs; shares delivered within 90 days post-Board service |
| 2025 program change | Cash retainer to $70,000; RSU fair value to $185,000 | Approved by Board based on consultant review |
Performance Compensation
- Director equity is time-based RSUs without performance conditions; no options or PSUs disclosed for directors .
- As Compensation Committee Chair, McAndrews oversees executive pay-for-performance metrics. 2024 executive incentive structure and outcomes:
| Program | Metric | Weight | 2024 Outcome |
|---|---|---|---|
| Annual Incentive (financial) | Adjusted Operating Profit | Part of 80% financial component | Financial portion earned at 124% of target |
| Annual Incentive (financial) | Total Revenue | Part of 80% financial component | Financial portion earned at 124% of target |
| Long-Term (2022–2024) | Cumulative Adjusted Operating Profit | 40% | Earned 149% of target |
| Long-Term (2022–2024) | Cumulative Digital Subscription Revenue | 20% | Earned 80% of target |
| Long-Term (2022–2024) | Relative TSR | 40% | Earned 123% of target |
Additional 2024 executive compensation governance: independent consultant (Exequity) engaged directly by the Committee; no tax gross-ups, no individual CIC agreements, clawback policy compliant with Dodd-Frank/NYSE; director and executive hedging/pledging prohibited .
Other Directorships & Interlocks
| Company | Role | Overlap/Interlock Considerations |
|---|---|---|
| Frontdoor, Inc. | Lead Director | Independent role; no disclosed related transactions with NYT |
| Xero Limited | Director | No disclosed interlocks with NYT vendors/auditors |
| Prior: Chewy, Grubhub (Chairman), Teladoc | Former Director roles | Historical roles; no current NYT interlocks disclosed |
Expertise & Qualifications
- Extensive digital/media operating experience; executive leadership at Pandora and aQuantive; understanding of digital advertising and emerging tech; governance and succession planning expertise through multiple public company boards .
- Recognized strategic perspective and human capital oversight as Board Presiding Director and Compensation Committee Chair .
Equity Ownership
| Holding Type | Amount | As-of Date | Notes |
|---|---|---|---|
| Class A common shares (beneficial) | 53,327 | March 4, 2025 | <1% of outstanding Class A; includes RSUs vesting within 60 days and vested RSUs deliverable post-service |
| Phantom stock units (Class A stock units) | 16,968 | Dec 31, 2024 | Legacy Directors’ Deferral Plan; cash-settled upon resignation |
| Unvested RSUs outstanding | 4,066 | Dec 31, 2024 | Includes dividend equivalents credited in 2024 |
| Insider Trading Policy | Hedging/pledging prohibited | Policy | Applies to directors and executives |
Recent Form 4 activity (awards/dividend equivalents) indicating ongoing accumulation:
| Transaction Date | Type | Security | Quantity | Post-Transaction Ownership | Source |
|---|---|---|---|---|---|
| 2025-10-23 | Award | Class A Common | 164 | 57,438 | |
| 2025-07-24 | Award | Class A Common | 179 | 57,274 | |
| 2025-04-30 | Award | Class A Common | 3,589 | 57,095 | |
| 2024-10-24 | Award | Class A Common | 115 | 53,210 | |
| 2024-04-24 | Award | Class A Common | 4,048 | 52,980 |
Governance Assessment
- Strengths: Independent director with deep digital/media expertise; active Presiding Director facilitating robust independent oversight; chairs a fully independent Compensation Committee; high attendance; compliant stock ownership; robust policies on hedging/pledging and clawbacks increase investor alignment .
- Pay alignment signals: Director pay mix skews to equity with deferred settlement; RSU dividends reinvested as units; year-over-year increases to cash/equity retainers remain within market-reviewed levels, supporting retention and alignment .
- Potential concerns: Dual-class structure centralizes voting power in Class B holders (family trust), limiting Class A influence (e.g., say-on-pay is Class B-only); mitigated by majority-independent Board, annual nominee rotation for Class A ballot, and active stockholder outreach including McAndrews’s engagement role .
- Conflicts: No material related-party conflicts disclosed; director-affiliated transactions conducted at arm’s-length; Compensation Committee interlocks indicate no insider participation or reciprocal board ties with NYT executives .
Overall, McAndrews’s independent leadership and committee stewardship, combined with NYT’s governance practices (independence, executive sessions, clawback, stock ownership policies), support board effectiveness and investor confidence, while dual-class dynamics remain a structural consideration for Class A holders .