Margot Golden Tishler
About Margot Golden Tishler
Margot Golden Tishler (age 48) has served as a non-employee director of The New York Times Company since 2024. She is a fifth-generation member of the Ochs‑Sulzberger family, holds an associate degree in graphic design from Pratt Institute, and currently chairs the Ochs‑Sulzberger Trust (since 2022), which holds the voting control (Class B) shares of NYT . She is not considered independent under NYSE rules due to her family affiliation .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Freelance (Design) | Graphic Designer | 2009–present | Independent creative practice |
| Children’s clothing accessories company (name not disclosed) | Manager | 2019–present | Product/brand management |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Ochs‑Sulzberger Trust | Chair and Trustee | Chair since 2022; Trustee current | Trust holds 738,810 Class B and 1,400,000 Class A shares; trustees include A.G. Sulzberger, David Perpich, Arthur Golden and others |
Board Governance
- Independence: Not independent (family director; Ochs‑Sulzberger lineage). The Board explicitly classifies Ms. Tishler, A.G. Sulzberger, David Perpich, and Arthur Golden as not independent .
- Committee assignments: None. Membership charts for Audit, Compensation, Finance, and Nominating & Governance do not list Tishler (she is not a member of any standing committee) .
- Attendance: In 2024 the Board met 5 times and committees met 19 times; all directors attended at least 75% of Board and committee meetings, and all attended the 2024 Annual Meeting .
- Executive sessions: Non‑employee directors and independent directors meet in executive session; as a non‑employee, non‑independent director, Tishler participates in non‑employee sessions (independent sessions are led by the Presiding Director) .
- Controlled-company context: NYT qualifies as a “controlled company” due to the Ochs‑Sulzberger Trust but does not rely on NYSE exemptions; Audit, Compensation, and Nominating & Governance Committees are fully independent .
Fixed Compensation
| Component | 2024 Policy/Amount | 2025 Policy/Amount | Notes |
|---|---|---|---|
| Annual Board cash retainer (non‑employee directors) | $60,000 | $70,000 (effective 1/1/2025) | Paid quarterly |
| Committee Chair retainers | $10,000 (each Committee) | Unchanged (not separately disclosed as changed) | Applies to Chairs |
| Committee member retainers | Audit $20,000; Compensation $10,000; Finance $10,000; N&G $6,000 | Unchanged (not separately disclosed as changed) | Applies to members |
| Presiding Director retainer | $30,000 | Unchanged (not separately disclosed as changed) | Applies to Presiding Director |
| Director | 2024 Fees Earned (Cash) | 2024 Stock Awards (Grant-Date Fair Value) | Total 2024 |
|---|---|---|---|
| Margot Golden Tishler | $41,209 | $175,000 | $216,209 |
Notes:
- Stock ownership guideline for directors: ≥4× the annual Board cash retainer within ~5 years; all directors are in compliance .
Performance Compensation
| Equity Award | Grant Date | Award Size (units) | Fair Value | Vesting | Settlement/Other |
|---|---|---|---|---|---|
| RSU (annual director grant) | Apr 24, 2024 | 4,048 RSUs | $175,000 | Vests at 2025 Annual Meeting (assuming continued service) | Shares delivered within 90 days after Board service ends; dividend equivalents credited in RSUs |
| Unvested RSUs outstanding (12/31/2024) | n/a | 4,066 | n/a | n/a | Includes dividend equivalents credited in 2024 |
| RSUs vesting within 60 days of 2025 meeting | n/a | 4,075 | n/a | Vests on date of 2025 Annual Meeting | Includes additional credits through Q4 dividend |
- 2025 change approved: annual director RSU grant fair value increased to $185,000 .
No performance metrics apply to non‑employee director RSUs; grants are time‑based and align directors with long‑term shareholders via holding and post‑service settlement features .
Other Directorships & Interlocks
| Company/Entity | Type | Role | Overlap/Interlock Notes |
|---|---|---|---|
| Other public company boards | Public | None disclosed | No additional public directorships in NYT proxy |
| Ochs‑Sulzberger Trust | Private family trust | Chair/Trustee | Trustees include NYT insiders/directors (A.G. Sulzberger, David Perpich, Arthur Golden, others). The Trust holds 738,810 Class B and 1,400,000 Class A shares and elects ~70% of the Board . |
Expertise & Qualifications
- Education: Associate degree in graphic design (Pratt Institute) .
- Domain: Design/brand and small business management (consumer accessories) .
- Governance: Chair and trustee of the Ochs‑Sulzberger Trust overseeing control shares, contributing family continuity and alignment with the Company’s long-term mission .
Equity Ownership
| Holder | Class A Shares Beneficially Owned | % of Class A | Class B Shares Beneficially Owned | % of Class B | Notes |
|---|---|---|---|---|---|
| Margot Golden Tishler | 2,200,205 | 1.3% | 738,810 | 94.6% | Includes shares deemed beneficial via trustee status in Ochs‑Sulzberger Trust; see duplication explanation |
| Breakdown/footnote detail | — | — | — | — | Additional direct/indirect Class A holdings include 16,820 and 40,500 shares via trusts where she is sole trustee; disclaims beneficial ownership of the 40,500‑share trust; 4,075 RSUs vesting at 2025 meeting |
| Class A stock units (phantom) | — | — | — | — | None shown for Tishler (table field blank) |
Policies and alignment:
- Hedging and pledging of Company stock are prohibited; Company maintains director stock ownership guidelines (≥4× cash retainer) and reports all directors are in compliance .
Insider trades (Form 4):
- No NYT Form 4 insider transactions located for “Margot Tishler” between 2024‑01‑01 and 2025‑11‑20 (per insider‑trades skill query on Nov 20, 2025; no filings returned).
Governance Assessment
Key positives:
- Strong ownership alignment: Large beneficial ownership through trustee status plus direct/indirect Class A holdings; director equity is settled post‑service, reinforcing long‑term focus .
- Compensation structure conservative: Cash retainer plus time‑based RSUs; no options; no meeting fees disclosed; robust ownership guidelines; clawback/recoupment policy for executives (and no hedging/pledging) signal a shareholder‑aligned posture .
- Attendance and engagement: Meets Board expectations; ≥75% attendance and annual meeting participation .
Risks and potential conflicts:
- RED FLAG: Not independent due to family control; she also chairs the Ochs‑Sulzberger Trust, which elects ~70% of the Board (per Class B voting rights). This dual role concentrates influence and may raise perceived conflicts, even as NYT maintains independent committees and does not rely on NYSE controlled‑company exemptions .
- Related‑party exposure: Board notes various director‑affiliated transactions (e.g., advertising) were arm’s‑length and below materiality thresholds; no Tishler‑specific related‑person transactions disclosed beyond Trust roles .
- Committee effectiveness: She serves on no standing committees; thus, direct influence on audit, compensation, or governance oversight is limited, with family voice primarily via Board seat and Trust leadership .
Appendix: Committee Landscape (for context)
| Committee | Members (Chairs bolded) | Tishler Member? |
|---|---|---|
| Audit | Rachel Glaser (Chair), Amanpal S. Bhutani, Beth Brooke, Anuradha B. Subramanian | No |
| Compensation | Brian P. McAndrews (Chair), Beth Brooke, Rachel Glaser, Rebecca Van Dyck | No |
| Finance | John W. Rogers, Jr. (Chair), Amanpal S. Bhutani, Arthur Golden, Anuradha B. Subramanian | No |
| Nominating & Governance | Rebecca Van Dyck (Chair), Manuel Bronstein, Brian P. McAndrews, John W. Rogers, Jr. | No |