Rebecca Van Dyck
NEW YORK TIMESAbout Rebecca Van Dyck
Independent director of The New York Times Company since 2015; age 55. Former senior marketing executive at Meta (COO, Reality Labs; CMO, AR/VR; VP Consumer & Brand Marketing), Levi Strauss & Co. (Global CMO), Apple (Senior Director, Worldwide Marketing & Communications), and Wieden+Kennedy (Global Account Director for Nike), now a marketing consultant. Chairs the Nominating & Governance Committee and serves on the Compensation Committee; the Board has affirmatively determined she is independent under NYSE rules. Tenure: ~10 years on the NYT board as of 2025.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Meta Platforms, Inc. | COO, Reality Labs; previously CMO, AR/VR; VP Consumer & Brand Marketing | 2012–2022 (COO 2020–2022; CMO 2017–2020; VP 2012–2017) | Led large-scale consumer brand and go-to-market for AR/VR and Meta products |
| Levi Strauss & Co. | SVP & Global Chief Marketing Officer | 2011–2012 | Global brand leadership for Levi’s |
| Apple Inc. | Senior Director, Worldwide Marketing & Communications | 2007–2011 | Led global marketing/communications functions |
| Wieden+Kennedy | Global Account Director, Nike International; earlier roles | 1994–2006 (Global Account Dir. 2002–2006) | Drove global brand campaigns for Nike |
| TBWA Worldwide | Various roles | 1992–1994 | Agency roles in marketing/advertising |
External Roles
| Category | Detail |
|---|---|
| Current public company directorships | None disclosed for Ms. Van Dyck beyond NYT |
| Prior public company boards | Not disclosed in NYT 2025 proxy |
| Nonprofit/academic/private boards | Not disclosed in NYT 2025 proxy |
Board Governance
- Independence: Board determined Ms. Van Dyck has no material relationships with the Company and is independent under NYSE rules.
- Committee assignments (2024 activity shown for context):
- Nominating & Governance Committee: Chair; 5 meetings in 2024.
- Compensation Committee: Member; 4 meetings in 2024.
- Attendance and engagement:
- Board met 5 times; committees met 19 times in total in 2024; all directors attended at least 75% of Board and committee meetings on which they served and attended the 2024 Annual Meeting.
- Executive sessions: non‑employee directors meet after each regular Board meeting; independent directors meet in executive session at least annually, led by the Presiding Director.
- Board leadership/structure context: Presiding Director is Brian P. McAndrews (independent). NYT is a controlled company but does not rely on NYSE committee independence exemptions; Audit, Compensation, and Nominating & Governance Committees are fully independent.
Fixed Compensation
| Component (2024) | Amount | Notes |
|---|---|---|
| Annual Board cash retainer | $60,000 | Standard non‑employee director retainer |
| Nominating & Governance Committee chair retainer | $10,000 | Chair retainer |
| Nominating & Governance Committee member retainer | $6,000 | Member retainer |
| Compensation Committee member retainer | $10,000 | Member retainer |
| Total cash fees earned (2024) | $86,000 | Matches board + committee retainers for Ms. Van Dyck |
- 2025 changes approved: board cash retainer increased to $70,000 effective Jan 1, 2025.
Performance Compensation
| Equity Award | Grant date | Units | Grant date fair value | Vesting / Distribution | Notes |
|---|---|---|---|---|---|
| Annual RSU grant (non‑employee directors) | Apr 24, 2024 | 4,048 | $175,000 | Vests at 2025 Annual Meeting; shares distributed within 90 days after service ends | Dividend equivalents credited as additional RSUs |
| Unvested RSUs outstanding (12/31/2024) | — | 4,066 | — | Unvested at year‑end | Includes dividend equivalents; same vesting cadence |
| 2024 total stock awards (reported value) | — | — | $175,000 | — | 2024 Stock Awards value in director comp table |
- 2025 change approved: annual director RSU grant fair value increased to $185,000.
- No stock options or performance‑conditioned equity disclosed for directors; RSUs are time‑vested and delivered post‑service, aligning horizon with long‑term shareholders.
Other Directorships & Interlocks
| Topic | Findings |
|---|---|
| Compensation Committee interlocks | None; no Committee member is/was an officer or employee, and no interlocking relationships requiring disclosure. |
| Related person transactions | Company ran advertising for certain director‑affiliated entities in 2024 on arm’s‑length, customary terms; individual directors not named. |
Expertise & Qualifications
- Deep expertise in global consumer brand marketing, digital platforms, and go‑to‑market execution from senior roles at Meta, Levi’s, Apple, and top agencies; brings international perspective.
- Governance credentials: Chairs Nominating & Governance Committee overseeing board composition, governance policies, and related‑party review; serves on Compensation Committee overseeing HCM and executive pay.
Equity Ownership
| Metric | Value | Detail |
|---|---|---|
| Total beneficial ownership (Class A) | 50,167 shares | As of Mar 4, 2025; “<1%” of Class A outstanding |
| RSUs included in beneficial ownership | 46,092 units | Vested RSUs (deliverable post‑service) and RSUs vesting within 60 days included in reported holdings |
| Unvested RSUs (12/31/2024) | 4,066 units | Outstanding unvested RSUs at year‑end |
| Pledged or hedged shares | Prohibited | Company policy prohibits hedging, holding in margin, or pledging by directors |
| Director stock ownership guideline | 4x annual Board cash retainer | Measured over ~5 years; all directors are in compliance |
Governance Assessment
- Positives for investor confidence
- Independent since 2015 with high attendance; chairs Nominating & Governance and serves on Compensation, concentrating her influence on board composition, governance quality, and executive pay oversight.
- Compensation structure for directors emphasizes long‑term alignment: significant equity delivered as deferred RSUs; ownership guidelines and anti‑hedging/pledging policy strengthen alignment.
- Board maintains full committee independence despite controlled status; robust executive sessions and an active Presiding Director bolster independent oversight.
- Watch items / potential conflicts
- Company discloses arm’s‑length advertising with director‑affiliated entities but does not identify specific directors; Nominating & Governance Committee (which she chairs) reviews related‑party transactions—monitor continued disclosure and process rigor.
- Say‑on‑pay voting rests with Class B stockholders; Company reports “overwhelming” support in 2024, but Class A investors are engaged via outreach—continue to monitor engagement feedback in a dual‑class context.
No red flags identified for Ms. Van Dyck regarding independence, attendance, pledging/hedging, or disclosed related‑party transactions. Committee interlocks: none.