John W. Rogers, Jr.
NEW YORK TIMESAbout John W. Rogers, Jr.
Independent director of The New York Times Company since 2018 (age 66). Founder, chairman, co-chief executive officer, and chief investment officer of Ariel Investments, LLC, and trustee of Ariel Investment Trust. Current public company directorships include Nike, Inc. (since 2018) and Ryan Specialty Group (since 2014); prior public boards include Exelon Corporation (2000–2019) and McDonald’s Corporation (2003–2023). Brings deep investment, risk management, and governance expertise from leading a multi‑billion AUM asset manager and serving on multiple large‑cap public boards .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Exelon Corporation | Director | 2000–2019 | Large-cap utility governance experience; risk oversight depth via long tenure |
| McDonald’s Corporation | Director | 2003–2023 | Global consumer brand oversight; human capital and succession experience |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Ariel Investments, LLC | Founder; Chairman; Co‑CEO; CIO | — | Institutional asset manager leadership; trustee of Ariel Investment Trust |
| Nike, Inc. | Director | Since 2018 | Current public company board |
| Ryan Specialty Group | Director | Since 2014 | Current public company board |
Board Governance
- Independence and tenure: Determined independent under NYSE rules; director since 2018 .
- Committee assignments and chair roles (NYT): Finance Committee Chair; member, Nominating & Governance Committee .
- Finance Committee remit includes capital allocation (dividends, buybacks), financings, M&A, capex, and benefit plan investment oversight—material levers for shareholder returns .
- Nominating & Governance remit includes board composition, director pay, governance policies, and review/approval of related‑party transactions—a key conflict‑management function .
- Attendance and engagement: Board met 5 times; committees met 19 times in 2024; all directors attended ≥75% of board and committee meetings; all directors attended the 2024 annual meeting .
- Executive sessions and lead independent oversight: Non‑employee directors meet at each regular board meeting; independent directors hold executive sessions at least annually, led by Presiding Director Brian P. McAndrews .
- Stockholder engagement: Regular outreach to significant Class A holders on governance and compensation; feedback shared with the board .
- Governance context: Controlled-company via Ochs‑Sulzberger Trust but board maintains majority independence and fully independent audit/compensation/nom‑gov committees; rotation policy ensures independent directors periodically stand for Class A election .
Fixed Compensation (Director)
| Component | Amount | Detail |
|---|---|---|
| Board annual cash retainer (2024) | $60,000 | Paid quarterly |
| Committee Chair retainer | $10,000 | Finance Committee Chair |
| Committee member retainers | $10,000 (Finance); $6,000 (Nominating & Governance) | Standard rates for 2024 |
| Total cash paid (2024) | $86,000 | Matches reported “Fees Earned or Paid in Cash” for Rogers |
| Annual RSU grant (2024) | $175,000 | Granted at 2024 annual meeting; vests at 2025 annual meeting; delivery deferred until separation from board |
| Total reported compensation (2024) | $261,000 | Cash $86,000 + Stock awards $175,000 |
| 2025 program changes | Cash retainer to $70,000; annual RSU grant to $185,000 | Approved for 2025 to stay market‑competitive |
Notes:
- No per‑meeting fees; expenses reimbursed .
- Director RSUs accrue dividend equivalents as additional RSUs; shares delivered within 90 days of board service cessation .
Performance Compensation (Director)
- NYT does not use performance‑conditioned equity for directors; annual awards are time‑based RSUs with deferred settlement. No performance metrics or options are used in director pay .
Other Directorships & Interlocks
| Type | Company | Role | Overlap/Notes |
|---|---|---|---|
| Current public board | Nike, Inc. | Director | Since 2018 |
| Current public board | Ryan Specialty Group | Director | Since 2014 |
| Prior public board | Exelon Corporation | Director | 2000–2019 |
| Prior public board | McDonald’s Corporation | Director | 2003–2023 |
- Related‑party/affiliated transactions: In 2024, the company carried advertising from entities affiliated with directors; all such arrangements were arm’s‑length on customary terms, and relevant non‑employee directors did not participate or profit from them. The Nominating & Governance Committee oversees related‑party transaction reviews .
Expertise & Qualifications
- Capital allocation and risk: Decades of asset management leadership (founder/CIO/Co‑CEO of Ariel) and finance/risk management expertise .
- Governance and succession: Extensive experience from service on multiple large‑cap boards and committees; brings governance, HCM, and succession planning perspective to the NYT board .
Equity Ownership
| Category | Amount/Status |
|---|---|
| Beneficial ownership – Class A shares | 48,159 shares (<1%) |
| RSUs outstanding (total of vested-for-deferment plus those vesting within 60 days of proxy date) | 24,084 RSUs (deliverable upon separation; includes near‑term vesting) |
| Unvested RSUs at 12/31/2024 | 4,066 RSUs |
| Ownership guidelines | Directors must hold ≥4x annual cash retainer; all directors in compliance |
| Hedging/pledging | Prohibited for directors under Insider Trading Policy |
Governance Assessment
Key positives
- Independent director with strong financial acumen; chairs Finance Committee overseeing capital allocation, financings, M&A, and capex—areas tightly linked to shareholder value creation .
- Robust independence posture despite controlled-company status; fully independent key committees; active lead independent director and routine executive sessions .
- Clean compensation governance: no director options; equity delivered post‑service; stock ownership guidelines; hedging/pledging prohibited .
- Attendance and engagement standards met; all directors ≥75% attendance and annual meeting presence; consistent investor outreach .
Watch items / conflicts
- Dual‑class control persists; while mitigated by majority‑independent board and independent committees, governance power remains concentrated with the Ochs‑Sulzberger Trust .
- Ordinary‑course advertising from director‑affiliated entities occurs; company states arm’s‑length terms and director non‑participation; continued monitoring appropriate via Nom‑Gov oversight .
Contextual signals
- Compensation Committee uses independent consultant (Exequity); no other services; no committee interlocks reported .
- Company maintains a Dodd‑Frank compliant clawback policy and prohibits executive hedging/pledging; executive say‑on‑pay supported by Class B holders in 2024, with ongoing outreach to Class A investors .