Manuel Bronstein
NEW YORK TIMESAbout Manuel Bronstein
Manuel Bronstein, 49, is an independent director of The New York Times Company, serving since 2021. He is Chief Product Officer of Roblox (since 2021) and previously led product at Google Assistant (2018–2021), YouTube (2014–2018), Zynga (2010–2014), and Microsoft Xbox (2003–2010), bringing deep product, design, and data science expertise to NYT’s board .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Google (Assistant) | VP, Product | 2018–2021 | Led Google Assistant product; large-scale consumer AI interface |
| YouTube | Director, Product Mgmt; VP, Product Mgmt | 2014–2018 | Video platform product leadership; scaled creator/consumer features |
| Zynga | Senior Product Leadership | 2010–2014 | Social/mobile gaming product leadership |
| Microsoft (Xbox) | Product Leadership | 2003–2010 | Console ecosystem product roles |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Roblox Corporation | Chief Product Officer | 2021–present | Public company operating an online gaming/entertainment platform |
No other public company directorships are disclosed in NYT’s proxy biography .
Board Governance
- Committee assignments: Member, Nominating & Governance Committee (Chair: Rebecca Van Dyck) .
- Independence: Board affirmatively determined Bronstein to be independent under NYSE rules .
- Board meeting attendance: In 2024, the Board met 5 times and committees met 19 times; all directors attended at least 75% of meetings, and all directors attended the 2024 Annual Meeting .
- Lead Independent Director: Brian P. McAndrews serves as Presiding Director, leading executive sessions of non-employee and independent directors and acting as liaison with management and stockholders .
Fixed Compensation
| Component ($) | 2023 | 2024 |
|---|---|---|
| Board cash retainer | 60,000 | 60,000 |
| Committee member retainer (Nominating & Governance) | 6,000 | 6,000 |
| Total cash fees earned (Bronstein) | 66,000 | 66,000 |
- Program structure: Annual cash retainers—Board ($60,000), Nominating & Governance ($6,000); Committee chair ($10,000); Presiding Director ($30,000) .
- 2025 changes: Board cash retainer increased to $70,000 and annual RSU grant fair value increased to $185,000 (effective Jan 1, 2025) .
Performance Compensation
| Equity Award Details | 2023 | 2024 |
|---|---|---|
| RSU units (annual grant) | 4,472 RSUs (grant-date FV $175,000) | 4,048 RSUs (grant-date FV $175,000) |
| Vesting | Vests on next Annual Meeting (assumes continued service) | Vests on next Annual Meeting (assumes continued service) |
| Distribution | Shares delivered within 90 days after Board service ends | Shares delivered within 90 days after Board service ends |
| Dividends | Dividend equivalents credited as additional RSUs | Dividend equivalents credited as additional RSUs |
| Performance metrics | None disclosed for director equity; time-based RSUs only | None disclosed for director equity; time-based RSUs only |
Other Directorships & Interlocks
- No other public company boards disclosed for Bronstein in NYT’s proxy .
- Related-party policy: NYT’s transactions with director-affiliated entities (e.g., advertising) were conducted at arm’s length on customary terms; relevant directors did not participate or profit .
- Compensation Committee interlocks: Committee members (not including Bronstein) had no relationships requiring related-party disclosure in 2024/2023 .
Expertise & Qualifications
- Product and consumer technology leadership at Roblox, Google, YouTube, Zynga, and Xbox; skill set spans product, design, and data science for scaled digital platforms .
- Governance participation via Nominating & Governance Committee (board composition, refreshment, evaluations, related-person transactions oversight) .
- Independent director status enhances committee impartiality and board effectiveness .
Equity Ownership
| Ownership Item | 2024 (as of Mar 1, 2024) | 2025 (as of Mar 4, 2025) |
|---|---|---|
| Class A shares beneficially owned | 10,047 | 14,221 |
| RSUs included in reported amounts (vested deferred + unvested vesting within 60 days) | 5,541 | 10,146 |
| Class B shares | — | — |
| Percent of Class A stock | <1% (*) | <1% (*) |
- Director stock ownership guidelines: Minimum holding equal to 4× the annual Board cash retainer; expected within ~5 years. The Nominating & Governance Committee reviews compliance annually; all directors are in compliance .
- Hedging/pledging: Prohibited for directors (no short-term speculative trading, margin accounts, or pledging of NYT stock) .
Governance Assessment
- Alignment: Bronstein’s compensation mix emphasizes equity via time-based RSUs with deferred distribution, promoting long-term alignment; cash fees consistent with committee membership (no meeting fees) .
- Independence and oversight: Independent status and service on Nominating & Governance (oversight of board composition, evaluations, and related-party reviews) support board effectiveness .
- Attendance and engagement: Board and committee participation met required thresholds; full Annual Meeting attendance reflects engagement .
- Shareholder sentiment signals:
- 2025 say-on-pay (Class B): 751,165 For / 3,340 Against (overwhelming support) .
- 2024 say-on-pay (Class B): 755,331 For / 3,340 Against (overwhelming support) .
- Director election votes:
- 2025 Class B election: Bronstein received 754,505 For, 0 Withheld (near-unanimous among Class B) .
- 2024 Class A election: Bronstein received 129,949,649 For, 11,610,060 Withheld (rotation-year exposure to public float; some dissent but elected) .
- Policies and controls: Strong governance framework includes independent committees, executive sessions led by a Presiding Director, stock ownership guidelines, clawback policy for executives, and prohibition on hedging/pledging .
- RED FLAGS:
- Dual-class control by the Ochs-Sulzberger Trust is a structural governance consideration, though NYT maintains majority-independent board and fully independent key committees despite “controlled company” exemptions .
- No director-specific related-party transactions or pledging disclosed for Bronstein; no tax gross-ups or equity award repricing for directors reported .
Overall, Bronstein’s independent status, committee role in board governance, and equity-heavy compensation structure support investor alignment; 2024 Class A “withheld” votes indicate typical rotation-year scrutiny but not a specific red flag tied to Bronstein’s conduct or conflicts .