Diane Brayton
NEW YORK TIMESAbout Diane Brayton
Executive Vice President and Chief Legal Officer of The New York Times Company; age 56; with NYT since 2004. Previously served as EVP & General Counsel (2017–2024), Secretary (2011–2023), Deputy General Counsel (2016), Assistant Secretary (2009–2011), and Assistant General Counsel (2009–2016) . Core credentials include leading legal teams across critical litigation, labor relations, evolving regulatory requirements, and key projects; she also serves as company attorney-in-fact for SEC filings, underscoring enterprise-wide trust in her governance role . Company performance during her recent tenure: total revenue rose to $2.586B in 2024 (+6.6% YoY) with adjusted operating profit of $455.4M; 2022–2024 long-term plan paid at 123% for Relative TSR (56th percentile), 149% for cumulative adjusted operating profit, and 80% for cumulative digital subscription revenue .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| The New York Times Company | EVP & General Counsel | 2017–2024 | Led legal function during subscription-first transformation, The Athletic integration, and AI/IP litigation groundwork . |
| The New York Times Company | Secretary | 2011–2023 | Corporate governance and disclosure oversight across dual-class structure . |
| The New York Times Company | Deputy General Counsel | 2016 | Senior legal leadership bridging to GC role . |
| The New York Times Company | Assistant Secretary; Assistant General Counsel | 2009–2016 | Supported board processes and enterprise legal matters . |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| NYT (SEC authorization) | Attorney-in-fact for directors/officers on Form 10-K | 2024–2025 | Centralized execution authority for filings, evidencing trust and governance continuity . |
Fixed Compensation
Multi-year reported compensation (pay mix shows modest cash, heavy equity; no tax gross-ups or significant perquisites per program design).
| Metric | 2022 | 2023 | 2024 |
|---|---|---|---|
| Salary ($) | $597,895 | $586,614 | $586,614 |
| Stock Awards ($) | $735,711 | $1,314,137 | $1,422,581 |
| Non-Equity Incentive ($) | $699,807 | $798,705 | $550,831 |
| Change in Pension Value & NQDC Earnings ($) | $2,442 | $21,071 | $4,835 |
| All Other Compensation ($) | $88,861 | $72,707 | $68,781 |
| Total ($) | $2,124,716 | $2,793,234 | $2,633,642 |
Program governance: no hedging/pledging; clawback applies to cash and equity incentives; ownership guidelines require 2× salary for executives and are met; minimal perquisites; no tax gross-ups; no individual CIC agreement .
Performance Compensation
Annual incentive structure (2024): 80% financial (Adjusted Operating Profit, Total Revenue), 20% individual. Resulting payout for Brayton: 125% of target (financial 124%; individual 130%) .
| Component | Weight | Target | Payout % | Actual ($) |
|---|---|---|---|---|
| Financial (Adj. Op. Profit & Total Revenue) | 80% | Part of $439,961 target | 124% | Included in total |
| Individual Goals | 20% | Part of $439,961 target | 130% | Included in total |
| Total Annual Incentive | — | $439,961 | 125% | $550,831 |
Long-term incentives (2024–2026 cycle): equity-only with three metrics and explicit share grants at target; max payout capped at 100% if TSR is negative; payouts range 0–200% for performance metrics .
| Metric | Target Shares (#) | Grant Date Value ($) |
|---|---|---|
| Adjusted Operating Profit | 10,152 | $471,496 |
| Digital Subscription Revenue | 5,076 | $235,748 |
| Relative TSR | 10,152 | $471,496 |
| RSUs (Time-vested) | 6,345 | $294,685 |
| Total | 31,725 | $1,473,425 |
2022–2024 performance cycle payout (earned in Class A stock):
- Relative TSR: 56th percentile; payout 123%
- Cumulative Adjusted Operating Profit: 149% of target
- Cumulative Digital Subscription Revenue: 80% of target
| Metric | Target Shares (#) | Actual Shares (#) | Total Award Value ($) |
|---|---|---|---|
| Adjusted Operating Profit | 5,278 | 7,864 | $376,528 |
| Digital Subscription Revenue | 2,639 | 2,111 | $101,075 |
| Relative TSR | 5,685 | 6,993 | $334,825 |
| Total | 13,602 | 16,968 | $812,428 |
Equity Ownership & Alignment
- Beneficial ownership: 30,909 Class A shares (<1%); excludes 11,970 RSUs not yet vested .
- Outstanding unvested equity (12/31/2024): 11,327 RSUs ($589,570); performance awards reported at 200% max of 96,316 shares ($5,013,248) .
- 2024 stock vesting: 20,050 shares; value realized $946,544 .
- Ownership guidelines: 2× salary; executives in compliance .
- Pledging/hedging/margin: prohibited by policy; pre-clearance and windows apply; Rule 10b5-1 permitted with preapproval .
Vesting schedule (Brayton’s RSUs as disclosed; shares):
| Vesting Date | Shares |
|---|---|
| 2025-02-18 | 1,185 |
| 2025-02-21 | 2,114 |
| 2025-02-22 | 1,898 |
| 2026-02-21 | 2,115 |
| 2026-02-22 | 1,899 |
| 2027-02-21 | 2,116 |
Deferred and pension balances (alignment and retention levers):
- Restoration Plan balance: $402,046; 2024 company credit $38,125; above-market NQDC interest credited $24,174; rate 6.52% .
- Pension Plan present value: $109,949 (6 years credited); SERP II present value: $2,216 .
- 2024 change in pension value: $(3,831) (negative) .
Employment Terms
- No individual employment agreement; no individual change-in-control agreement; company-wide policies govern treatment .
- Change-in-control mechanics (2020 Plan): performance awards deemed earned at greater of target or actual at CIC and continue time-based vesting; RSUs vest if not assumed; if assumed, vest upon qualifying termination within 12 months; Restoration Plan vests at CIC .
Selected potential payments (12/31/2024 assumptions):
| Scenario | Annual & LT Performance Awards ($) | RSUs ($) | Pension/SERP PV ($) | Restoration Plan ($) |
|---|---|---|---|---|
| Termination | $2,329,506 | — | $112,165 | $445,205 |
| Resignation | $2,329,506 | — | $112,165 | $445,205 |
| Death/Disability/Retirement | $2,329,506 | $589,570 | $112,165 | $445,205 |
| CIC (no termination) | $966,247 | — | — | — |
| CIC + Termination | $966,247 | $589,570 | $112,165 | $445,205 |
Clawback: incentive-based compensation recoverable on restatement under Dodd-Frank/NYSE standards (no misconduct requirement) .
Performance & Track Record
Company performance context used in incentives:
- Subscribers: ~11.43M total; ~10.82M digital-only (20%+ international) .
- 2024 Total Revenue: $2,585.9M; Digital advertising 68% of ad revenue; print ad 32% .
- 2024 Adjusted Operating Profit: $455.4M (see reconciliation) .
- 2022–2024 cumulative adjusted operating profit used in LTI: $1,189.1M after pre-approved adjustments .
| Adjusted Operating Profit ($000s) | 2022 | 2023 | 2024 | Cumulative 2022–2024 |
|---|---|---|---|---|
| As reported (AOP) | 347,931 | 389,851 | 455,402 | 1,193,184 |
| Pre-approved adjustments | (4,069) | — | — | (4,069) |
| AOP for LTI | 343,862 | 389,851 | 455,402 | 1,189,115 |
Execution signals specific to Brayton:
- Individual performance rated strong in 2024, reflecting leadership in litigation (including emerging AI/IP matters), labor relations, and regulatory evolution; individual component payout at 130% .
- Governance rigor: authorization as attorney-in-fact for SEC filings; insider trading policy leadership (preclearance/windows; hedging/pledging bans) .
Compensation Structure Analysis
- Mix shifts: Equity-heavy LTI with three-year performance cycles; RSUs vest over three years—supports retention; no options currently in program .
- Incentive metrics rigor: Two internal financials (Adjusted Operating Profit; Digital Subscription Revenue) plus market-relative TSR; capped payouts on negative TSR; targets set to operating budget and three-year plan .
- Governance-friendly: No individual CIC agreements; clawbacks; no hedging/pledging; no dividend payments on unvested shares; no repricing .
- Ownership alignment: 2× salary guideline met; significant unvested equity and deferred balances reinforce long-term alignment .
Risk Indicators & Red Flags
- Hedging/pledging: prohibited (mitigates misalignment risk) .
- Tax gross-ups: not provided to executives (shareholder-friendly) .
- Option repricing: prohibited .
- Legal/regulatory exposure: Company discloses elevated risks from generative AI, IP enforcement, privacy/subscription laws, labor environment—areas within Brayton’s remit; 2024 included $10.8M generative AI litigation expense in AOP reconciliation .
- Say-on-pay: supported by Class B holders; executive compensation reviewed with independent consultant .
Compensation Peer Group (Benchmarking)
Compensation benchmarking conducted annually by Exequity, using a 19-company peer group in journalism, media, and digital industries and survey data; committee adjusted peer group (e.g., excluding Cable One in 2024) to maintain relevance .
Say-on-Pay & Shareholder Feedback
Class B stockholders overwhelmingly supported the 2024 say-on-pay; management engages significant Class A holders each spring; feedback incorporated into program design .
Investment Implications
- Alignment: Strong governance (no hedging/pledging, clawbacks, ownership guidelines), equity-heavy incentive mix, and rigorous three-metric LTI suggest high pay-for-performance integrity and retention alignment .
- Retention pressure: Upcoming RSU vesting tranches and sizable unvested performance awards provide retention hooks; no individual CIC agreement—reliance on plan terms diminishes windfall risk .
- Trading signals: Insider selling pressure limited by policy and preclearance; 2024 vesting events realized value without options activity; watch for 10b5-1 plans but pledging barred .
- Execution risk: Company faces complex AI/IP, privacy/subscription, and labor/regulatory landscapes; Brayton’s elevated 2024 individual payout underscores effective legal stewardship—continued outcomes on AI/IP litigation and regulatory adaptation are catalysts for risk mitigation or escalation .