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Rachel Glaser

Independent Director at NEW YORK TIMESNEW YORK TIMES
Board

About Rachel Glaser

Independent director of The New York Times Company since 2018; age 63. Former CFO of Etsy (2017–retired Dec 31, 2024; advisory to Etsy through Jun 30, 2025). Prior senior finance and operating roles at Leaf Group (CFO 2015–2017), Move, Inc. (CFO 2012–2015), MyLife.com (COO/CFO 2008–2011), Yahoo! (SVP Finance 2005–2008), and The Walt Disney Company (1986–2005). Chairs NYT’s Audit Committee; designated by the Board as an SEC “audit committee financial expert.”

Past Roles

OrganizationRoleTenureCommittees/Impact
Etsy, Inc.Chief Financial Officer; Advisor (transition)CFO 2017–Dec 31, 2024; Advisory through Jun 30, 2025Led finance at a scaled consumer digital marketplace; continued advisory to support CFO transition
Leaf Group Ltd.Chief Financial Officer2015–2017Finance leadership in consumer media/marketplaces
Move, Inc. (Realtor.com)Chief Financial Officer2012–2015Finance leadership in online real estate platform
MyLife.comChief Operating & Financial Officer2008–2011Combined operations and finance oversight
Yahoo! Inc.SVP, Finance2005–2008Senior finance leadership at consumer internet company
The Walt Disney CompanyFinance & Operations Positions1986–2005Long-tenure finance/ops roles across global media enterprise

External Roles

OrganizationRoleDatesNotes
Etsy, Inc.Advisor (transition)Jan 1, 2025–Jun 30, 2025Supports smooth CFO transition following retirement
Public Company Directorships (current)None disclosed in NYT proxy biography

Board Governance

  • Committee assignments:
    • Audit Committee: Chair; 6 meetings in 2024; Board determined Glaser is an SEC “audit committee financial expert” and meets NYSE “financial management expertise” and “financial literacy” standards .
    • Compensation Committee: Member; 4 meetings in 2024 .
  • Independence: Board affirmatively determined Glaser has no material relationships with the Company; independent under NYSE rules .
  • Attendance: In 2024 the Board met 5 times; Committees met 19 times; all directors attended at least 75% of Board and committee meetings and attended the 2024 annual meeting .
  • Presiding (Lead Independent) Director: Brian P. McAndrews .
  • Related person transactions oversight: Nominating & Governance Committee reviews transactions; any director-related advertising arrangements were arm’s-length, customary, and within permitted thresholds; relevant non-employee director did not participate or profit .

Fixed Compensation

Metric20232024
Fees Earned or Paid in Cash ($)100,000 100,000

Director cash retainer structure (policy disclosure):

  • Annual Board cash retainer: $60,000; Committee Chair retainer: $10,000; Committee member retainers: Audit $20,000; Compensation $10,000; Finance $10,000; Nominating & Governance $6,000; Presiding Director retainer: $30,000 (as of 2023 policy) .

Performance Compensation

Metric20232024
Stock Awards ($, grant-date fair value)175,000 175,000
RSU grant dateApr 26, 2023 Apr 24, 2024
Unvested RSUs outstanding at year-end (#)4,496 (Dec 31, 2023) 4,066 (Dec 31, 2024)
  • Vesting/distribution: Annual RSUs vest at the next annual meeting (assuming continued service); underlying Class A shares are generally distributed within 90 days after the director leaves the Board; dividend equivalents credited in additional RSUs .

Other Directorships & Interlocks

CompanyRoleCommittee RolesInterlocks/Conflicts
No other public company directorships disclosed for Glaser; no compensation committee interlocks identified by NYT

Expertise & Qualifications

  • Deep financial and accounting expertise; SEC-designated audit committee financial expert; NYSE “financial management expertise” and “financial literacy” .
  • Strategic, international, and human capital experience from senior roles at digitally focused, consumer-facing public companies .

Equity Ownership

MetricAs of
Class A shares beneficially owned (#)29,425 (Mar 4, 2025)
Ownership % of Class A<1%
Phantom stock unitsNone disclosed for Glaser; table shows none
Unvested RSUs (#)4,066 (Dec 31, 2024)
OptionsNone; no option awards reported
Shares pledged/hedgedProhibited by NYT Insider Trading Policy (applies to directors)

Stock ownership alignment:

  • Director stock ownership guidelines require at least 4× annual Board cash retainer; Nominating & Governance Committee reviews compliance annually. All directors are in compliance (implies Glaser compliant) .

Governance Assessment

  • Strengths:
    • Chairs a fully independent Audit Committee; designated financial expert; active oversight of auditor independence, internal control, risk (including cybersecurity/privacy/ESG-related risks) and quarterly/annual financial reviews .
    • Strong attendance expectations and results (≥75% across Board/committees; annual meeting attendance) support engagement .
    • Director equity delivered post-service and prohibition on hedging/pledging enhance long-term alignment and reduce risk-taking incentives .
    • Compensation Committee independence and use of an independent consultant (Exequity); no interlocks or related-party compensation disclosures .
  • Potential risks/monitoring items:
    • Dual-class “controlled company” structure can concentrate voting power; NYT does not use exemptions and maintains majority independent Board and fully independent key committees, mitigating this governance risk .
    • Director-affiliated advertising relationships occur periodically but are overseen, arm’s-length, below materiality thresholds, and the relevant director does not participate or profit; continue monitoring for changes in magnitude or terms .

Net view: Glaser’s audit chair role, financial expertise, and policy framework (ownership guidelines, no hedging/pledging, clawbacks for executives) are positive signals for board effectiveness and investor confidence. No specific conflicts, low attendance, or pay anomalies are disclosed for her.