Meredith Kopit Levien
NEW YORK TIMESAbout Meredith Kopit Levien
Meredith Kopit Levien is President and Chief Executive Officer of The New York Times Company and a director since 2020; she is 53 years old and has primary responsibility for overseeing company strategy and business operations . Under her leadership, NYT ended 2024 with ~11.43 million subscribers (10.82 million digital-only), digital-only subscription revenue of $1.3B (+14.1% YoY), and total revenue of $2.586B (+6.6% YoY), with adjusted operating profit of $455.4M for 2024; the 2022–2024 long-term incentive cycle paid above target on adjusted operating profit (149%) and relative TSR (123%) and below target on digital subscription revenue (80%) . Company TSR (value of $100 invested at end-2019) stood at $169 at year-end 2024, reflecting cumulative appreciation through her tenure beginning in 2020 (2020: $161; 2021: $150; 2022: $103; 2023: $158; 2024: $169) . Governance is structured with a separate Chairman (A.G. Sulzberger) and a Presiding/Lead Independent Director (Brian P. McAndrews), and the board maintains a majority of independent directors and fully independent Compensation and Nominating & Governance Committees despite controlled-company status .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| The New York Times Company | President & CEO; Director | 2020–present | Oversees and coordinates strategy and business operations . |
| The New York Times Company | EVP & Chief Operating Officer | 2017–2020 | Senior operational leadership across the business . |
| The New York Times Company | EVP & Chief Revenue Officer | 2015–2017 | Led revenue functions during the digital transformation . |
| The New York Times Company | EVP, Advertising | 2013–2015 | Led advertising amid shift to subscription-first strategy . |
| Forbes Media LLC | Chief Revenue Officer | 2011–2013 | Senior revenue leadership at a digital media publisher . |
| The Atlantic | Advertising and publishing roles | Various years | Senior commercial roles in media and publishing . |
External Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| Instacart (Maplebear Inc.) | Director | 2021–present | Public company directorship; committees not disclosed here . |
Fixed Compensation
| Metric ($) | FY 2022 | FY 2023 | FY 2024 |
|---|---|---|---|
| Salary | 938,366 | 945,962 | 950,000 |
| Non-Equity Incentive (Annual Bonus) | 2,398,073 | 3,080,354 | 1,335,035 |
| Stock Awards (Grant-Date Fair Value) | 4,058,961 | 6,112,262 | 5,365,630 |
| All Other Compensation | 159,538 | 127,604 | 160,822 |
| Total | 7,560,282 | 10,280,085 | 7,821,993 |
Additional structure and targets for FY 2024:
- CEO target annual incentive: $1,092,500; 2024 grant-date LTI targets: RSUs $1,111,500; Performance Awards (at target) $4,446,000; total target compensation $7,600,000 .
- Pay mix: approximately 87% of CEO target compensation is variable (company-wide design) .
Perquisites and benefits (2024): $28,368 for financial planning and security; company savings plan contributions $130,071; life insurance premiums $2,383 .
Performance Compensation
2024 Annual Incentive Plan (AIP)
| Component | Metric | Weight | Target Definition | Actual Performance | Payout |
|---|---|---|---|---|---|
| Financial (aggregate) | Adjusted Operating Profit and Total Revenue | 80% | Targets set from operating budget/plan | Financial component paid at 124% | 124% |
| Individual | CEO goals (leadership and growth) | 20% | Committee assessment | Individual component at 115% for CEO | 115% |
| Total AIP Outcome | — | — | — | CEO actual cash award | $1,335,035; 122% of target |
Reference: 2024 adjusted operating profit computation = $455.402M (non-GAAP construct used for AIP) .
Long-Term Incentive (LTI) Program
Structure: Combination of time-vested RSUs (3-year ratable vesting) and performance-based stock awards for the 3-year cycle (2024–2026), with components in adjusted operating profit, relative TSR vs S&P 500, and digital subscription revenue; TSR payout scale: 0% below 25th percentile, 30% at 25th, 100% at 50th, 200% at 75th+, capped at 100% if absolute TSR is negative over the period . CEO’s 2024 LTI grants at target: 23,932 RSUs; performance components: 38,291 shares (Adjusted Operating Profit), 19,145 shares (Digital Subscription Revenue), 38,291 shares (Relative TSR); grant-date values reflect $46.44 average price basis .
2022–2024 LTI outcome for CEO:
| Metric | Target Shares (#) | Total Target Value ($) | Actual Shares (#) | Total Award Value at Vest ($) |
|---|---|---|---|---|
| Adjusted Operating Profit | 29,118 | 1,280,000 | 43,386 | 2,077,322 |
| Digital Subscription Revenue | 14,559 | 640,000 | 11,647 | 557,658 |
| Relative TSR | 31,365 | 1,280,000 | 38,579 | 1,847,163 |
| Total | 75,042 | 3,200,000 | 93,612 | 4,482,143 |
- Cycle results: AOP paid at 149% of target; DSR at 80%; Relative TSR at 123% (NYT TSR 21.41% ranked at 56th percentile vs S&P 500 cohort) .
Equity Ownership & Alignment
| Ownership Detail | Amount |
|---|---|
| Beneficially owned Class A shares | 94,029 |
| Unvested RSUs (not included in beneficial total) | 48,568 (at 3/4/2025, subject to vest conditions) |
| Outstanding unvested RSUs at 12/31/2024 (market value) | 48,126 ($2,504,958 at $52.05) |
| Outstanding performance awards at 12/31/2024 (max shares; market value) | 403,344 ($20,994,055 at $52.05) |
| Options | None outstanding |
| Ownership as % of shares outstanding | ~0.06% (94,029 / 162,798,474) |
Stock ownership guidelines: CEO must hold ≥5x base salary; all executive officers are in compliance; hedging/pledging prohibited; insider trading policy restricts short-term speculative trading and using company stock as collateral or in margin accounts . Clawback policy applies to incentive-based compensation regardless of fault in event of restatement per Dodd-Frank/NYSE rules .
Vesting schedules (RSUs outstanding at 12/31/2024):
| Vest Date | Shares |
|---|---|
| 2/18/2025 | 6,535 |
| 2/21/2025 | 7,977 |
| 2/22/2025 | 8,829 |
| 2/21/2026 | 7,977 |
| 2/22/2026 | 8,830 |
| 2/21/2027 | 7,978 |
Option exercises and stock vested (2024): 108,974 shares vested/delivered to CEO with value $5,150,957 (includes 2022–2024 performance award payout delivered in early 2025 and 2024 RSU vests) .
Employment Terms
- Employment Agreement through January 1, 2028 with evergreen 1-year auto-renewals; compensation and benefits consistent with senior executives .
- Severance: If terminated without cause, resigns for good reason, or upon non-extension by company, cash equal to 1.25x (base salary + target annual incentive), plus prorated portions of outstanding annual and long-term performance awards, and COBRA premium reimbursements for up to 15 months; 15-month non-compete and non-solicit; non-disparagement covenant .
- Change-in-control: No individual CIC agreement; under the 2020 Incentive Plan, open performance awards deemed earned at greater of target or actual-to-date at CIC and continue time-based vesting; RSUs vest if not assumed or upon qualifying termination within 12 months post-CIC; Restoration Plan vests upon CIC .
- Clawback applies; no tax gross-ups; no significant perquisites policy (limited perqs provided) .
Board Governance (Director Service)
- Board service: Director since 2020; employee director (not independent) .
- Committee roles: Not listed on standing committees; independent committees (Audit, Compensation, Nominating & Governance) are fully independent; Finance includes non-independent members .
- Independence/leadership: Chairman is A.G. Sulzberger; Brian P. McAndrews serves as Presiding/Lead Independent Director; CEO and Chair roles are separate .
- Attendance: All directors attended ≥75% of Board/committee meetings in 2024; all attended 2024 Annual Meeting .
- Say-on-Pay: Reserved to Class B stockholders; “overwhelmingly supported” at 2024 meeting; ongoing investor outreach with significant Class A holders on compensation .
Performance & Track Record Indicators
Subscribers and revenue (FY 2024):
- Total subscribers: ~11.43M; digital-only subscribers: 10.82M; digital-only subscription revenue: $1.3B (+14.1% YoY); total revenue: $2,585.9M (+6.6% YoY) .
Adjusted Operating Profit (non-GAAP) trend:
| Metric ($ thousands) | 2020 | 2021 | 2022 | 2023 | 2024 |
|---|---|---|---|---|---|
| Adjusted Operating Profit | 250,617 | 335,399 | 347,931 | 389,851 | 455,402 |
TSR (value of $100 invested at end-2019):
| Year-End | Company TSR ($) | Peer Group TSR ($) |
|---|---|---|
| 2020 | 161 | 127 |
| 2021 | 150 | 166 |
| 2022 | 103 | 93 |
| 2023 | 158 | 152 |
| 2024 | 169 | 214 |
Compensation governance/process notes:
- Independent Compensation Committee advised by Exequity; Exequity provided no other services in 2024; annual benchmarking vs 19-company peer group (Cable One excluded in 2024 refresh); AIP/LTI targets set from annual budget/three-year plan; all execs subject to stock ownership guidelines (CEO 5x salary) .
Compensation Structure Analysis
- High at-risk mix: ~87% of CEO’s target comp is variable; LTI fully equity-settled since 2022—greater alignment with shareholder outcomes; no options currently used .
- Clear performance linkage: 2024 AIP paid above target based on financial outperformance (124% on financial component) and strong individual assessment (115%); 2022–2024 LTI paid 149% on AOP and 123% on relative TSR, evidencing pay-for-performance; DSR under-target at 80% reflects measured growth calibration .
- Shareholder protections: Prohibition on hedging/pledging; clawback policy; no tax gross-ups; no individual CIC arrangements; independent committees despite controlled status .
Risk Indicators & Red Flags
- Hedging/pledging prohibited by policy (reduces misalignment risk) .
- No underwater option repricing and no options outstanding (no option-related overhang) .
- Related-party governance: Ochs-Sulzberger family employment noted; transactions reported conducted at arm’s length; board independence maintained above NYSE “controlled company” minimums .
- Say-on-Pay support: Class B stockholders overwhelmingly supported; continuous outreach to significant Class A stockholders .
Equity Ownership & Pledging
- Beneficial ownership: 94,029 Class A shares (~0.06% of 162,798,474 Class A outstanding) .
- Additional unvested equity: 48,126 RSUs and performance awards outstanding (max 403,344 shares) at 12/31/2024; no options outstanding .
- Policy prohibits hedging/pledging; executives comply with 5x salary ownership guideline .
Employment Contracts, Severance, and CIC Economics
- Term: Through 1/1/2028 with evergreen renewals; severance 1.25x (salary+target bonus) plus prorated AIP/LTI and up to 15 months COBRA reimbursement upon qualifying separation; 15-month non-compete and non-solicit; non-disparagement .
- CIC treatment: Awards deemed earned (≥ target/actual-to-date) and subject to time-based vesting post-CIC; RSUs vest if not assumed or upon qualifying termination within 12 months; no individual CIC agreement; clawback applies .
Board Service History and Dual-Role Implications
- Director since 2020; CEO but not Chair (Chair: A.G. Sulzberger); independent Presiding Director in place; committees remain fully independent; overall structure mitigates CEO/Chair concentration risk .
- Board and committee meeting attendance thresholds met in 2024; routine executive sessions of independent directors .
Investment Implications
- Strong alignment and retention: High share of at-risk, equity-settled incentives linked to adjusted operating profit, digital subscription revenue, and relative TSR; robust ownership guidelines and anti-hedging/pledging/recoupment policies reduce misalignment risk .
- Execution track record: Subscriber scale, double-digit digital subscription revenue growth (+14.1% YoY), and steady adjusted operating profit expansion (2020–2024) underpin incentive outperformance on AOP and TSR in the 2022–2024 cycle—positive for sustained value creation if trends persist .
- Selling pressure considerations: RSU vesting cadence (2025–2027) and performance share settlements create periodic supply, but hedging/pledging prohibitions and ownership guidelines help maintain alignment; no options reduce forced exercise dynamics .
- Governance risk moderated: Separate Chair/CEO roles, independent Presiding Director, independent committees, and engaged stockholder outreach offset controlled-company risks; say-on-pay support by Class B holders remains a stabilizing factor .