DEF 14A of New York Times Co
Filed Mar 14, 2025 · FY20240000071691-25-000060
DIRECTOR NOMINEES
DIRECTOR NOMINEES
DIRECTOR NOMINEES
| Name | Age | Position with The New York Times Company | Director Since | | Class A Nominees (4) | | | | | Rachel Glaser | 63 | Independent Director | 2018 | | John W. Rogers, Jr. | 66 | Independent Director | 2018 | | Anuradha B. Subramanian | 43 | Independent Director | 2023 | | Rebecca Van Dyck | 55 | Independent Director | 2015 | | Class B Nominees (9) | | | | | Amanpal S. Bhutani | 48 | Independent Director | 2018 | | Manuel Bronstein | 49 | Independent Director | 2021 | | Beth Brooke | 65 | Independent Director | 2021 | | Arthur Golden | 68 | Non-Employee Director | 2021 | | Meredith Kopit Levien | 53 | President, Chief Executive Officer and Director | 2020 | | Brian P. McAndrews | 66 | Independent Director | 2012 | | David Perpich | 47 | Publisher, The Athletic, and Director | 2019 | | A.G. Sulzberger | 44 | Chairman of the Board and Publisher of The New York Times | 2018 | | Margot Golden Tishler | 48 | Non-Employee Director | 2024 |
DIRECTOR NOMINEES
Our Board is composed of a diverse group of individuals. Nine of our 13 director nominees (69%), including three out of four Committee Chairs, are female, L.G.B.T.Q. or from a racially/ethnically underrepresented group. Our director nominees have an average tenure of 5.7 years, with longer serving directors providing important experience and institutional knowledge, and newer directors providing fresh perspective to deliberations. The Nominating & Governance Committee regularly assesses our directors’ mix of skills, experience, tenure and diversity in light of the Company’s business and long-term strategy, and advises the Board of its determinations with respect to Board composition, short- and long-term director refreshment and succession planning.
CORPORATE GOVERNANCE HIGHLIGHTS
CORPORATE GOVERNANCE HIGHLIGHTS We believe strong corporate governance is a critical component of our corporate culture. Central to our governance is our dual-class capital structure that includes Class A stock, which is publicly traded, and Class B stock, which is controlled by the Ochs-Sulzberger family trust. The primary objective of this trust is to maintain the editorial independence and the integrity of The New York Times and to perpetuate it “as an independent newspaper, entirely fearless, free of ulterior influence and unselfishly devoted to the public welfare.” The Company’s unique dual-class structure, combined with the Ochs-Sulzberger family trust’s stated purpose to protect The Times’s editorial independence and integrity, have enabled the Company to remain focused on its long-term strategy, particularly during periods of significant change and uncertainty in our industry, when many news organizations have struggled. We believe this long-term focus has helped foster the original, independent and high-quality reporting and journalistic excellence that drives our “essential subscription” business strategy, is critical to the Company’s success and value creation for all stockholders, and helps to promote a more informed and just society. Below are certain highlights of our governance practices that are designed to safeguard the interests of both Class A and Class B stockholders. More information can be found beginning on page 24.
CORPORATE GOVERNANCE HIGHLIGHTS
| ● | Majority independent Board (notwithstanding NYSE “controlled company” exception) elected annually and with fiduciary duties to Class A and Class B stockholders | ● | Commitment to Board refreshment, with a robust director nominee selection process and five new non-employee directors (three independent) since the beginning of 2020 | | ● | Annual rotation policy for independent directors, under which each independent director is nominated for election by Class A stockholders at least once every three years and annual Class A nominee slate includes at least one member of each of the Audit, Compensation and Nominating & Governance Committees | ● | Fully independent Audit, Compensation and Nominating & Governance Committees (notwithstanding NYSE “controlled company” exception with respect to Compensation and Nominating & Governance Committees) | | ● | Active lead independent director as Presiding Director | ● | Regular executive sessions of non-employee directors and independent directors | | ● | Regular outreach to top Class A stockholders on various matters | ● | Director/executive stock ownership requirements | | ● | Annual Board and Committee self-evaluation process | ● | Comprehensive director orientation | | ● | Ethics policies for all directors and employees | ● | Retirement policy for non-employee directors that applies at the earlier of age 75 and 20 years of service | | ● | Prohibition on hedging/pledging of Company stock | ● | Compensation recoupment policy that applies to incentive-based cash and stock compensation |
PROPOSAL NUMBER 1—ELECTION OF DIRECTORS
PROPOSAL NUMBER 1—ELECTION OF DIRECTORS Thirteen directors will be elected to the Board of The New York Times Company at the 2025 Annual Meeting. Nominees proposed for election as directors are listed below. Directors will hold office until the next annual meeting and until their successors are elected and qualified. Each nominee is a current director elected at the 2024 Annual Meeting. The Certificate of Incorporation of the Company provides that Class A stockholders have the right to elect 30% of the Board of Directors (or the nearest larger whole number). Accordingly, Class A stockholders will elect four of the 13 directors; Class B stockholders will elect nine directors. Directors are elected by a plurality of the votes cast. (Please see our policy described on page 27 regarding directors who do not receive more “for” votes than “withheld” votes.) Once elected, our directors have no ongoing status as “Class A” or “Class B” directors and have the same duties and responsibilities to all stockholders. Our Board serves as one Board with fiduciary responsibilities to all stockholders of the Company. Proxies will be used to vote for the election of the nominees named below unless you withhold the authority to do so when you vote your proxy. Each person nominated for election has consented to being named in this Proxy Statement and has agreed to serve if elected. If any of the nominees become unavailable for election, all uninstructed proxies will be voted for such other person or persons designated by the Board. The Board has no reason to anticipate that this will occur.
PROPOSAL NUMBER 1—ELECTION OF DIRECTORS
| Name | Age | Position with The New York Times Company | Director Since | | Class A Nominees (4) | | | | | Rachel Glaser | 63 | Independent Director | 2018 | | John W. Rogers, Jr. | 66 | Independent Director | 2018 | | Anuradha B. Subramanian | 43 | Independent Director | 2023 | | Rebecca Van Dyck | 55 | Independent Director | 2015 | | Class B Nominees (9) | | | | | Amanpal S. Bhutani | 48 | Independent Director | 2018 | | Manuel Bronstein | 49 | Independent Director | 2021 | | Beth Brooke | 65 | Independent Director | 2021 | | Arthur Golden1 | 68 | Non-Employee Director | 2021 | | Meredith Kopit Levien | 53 | President, Chief Executive Officer and Director | 2020 | | Brian P. McAndrews | 66 | Independent Director | 2012 | | David Perpich2 | 47 | Publisher, The Athletic, and Director | 2019 | | A.G. Sulzberger2 | 44 | Chairman of the Board and Publisher of The New York Times | 2018 | | Margot Golden Tishler2 | 48 | Non-Employee Director | 2024 |
PROPOSAL NUMBER 1—ELECTION OF DIRECTORS
1.Arthur Golden is a fourth-generation member of the Ochs-Sulzberger family. 2.David Perpich, A.G. Sulzberger and Margot Golden Tishler are fifth-generation members of the Ochs-Sulzberger family.
Qualifications
Qualifications Consistent with the Company’s Corporate Governance Principles, the Nominating & Governance Committee is responsible for reviewing with the Board, on an annual basis, the requisite skills and characteristics of director nominees, as well as the composition of the Board as a whole. This assessment includes consideration of directors’ independence, character, judgment and business experience, as well as their appreciation of the Company’s mission and values. The Nominating & Governance Committee also considers the diversity of Board candidates, which may include diversity of skills and experience, as well as race/ethnicity, gender identity, sexual orientation, age and geographic diversity. Nine of the Company’s 13 director nominees, including three of four Board Committee Chairs, are female, L.G.B.T.Q. or from a racially/ethnically underrepresented group. We believe that the combination of backgrounds, skills and experiences represented by the 13 director nominees will enable the Board and each of its committees to continue to provide sound judgment and leadership in the context of an evolving business environment and the Company’s long-term strategy, and to function effectively as a group. The biographical information for each director nominee includes a summary of the specific experience, qualifications, attributes or skills that led the Board to conclude that the person should serve as a director of the Company. While it is not possible to detail all of the experience, qualifications, attributes or skills possessed by each director, we have set out those unique and important professional characteristics that each person would bring to the Board.
Director Tenure
Director Tenure Our Board is composed of directors with a mix of tenure, with longer serving directors providing important experience and institutional knowledge, and newer directors providing fresh perspective to deliberations. Three of the eight independent director nominees joined the Board in the last five years, and three of the five non-independent director nominees joined the Board in the last five years. The average tenure of all director nominees is 5.7 years.
Director Retirement Policy
Director Retirement Policy Under the Company’s director retirement policy, which is set forth in our Corporate Governance Principles, a non-employee director may not stand for re-election following the earlier of (a) his or her 75th birthday or (b) 20 years of service on the Board, unless the Board determines otherwise.
PROFILES OF NOMINEES FOR THE BOARD OF DIRECTORS
PROFILES OF NOMINEES FOR THE BOARD OF DIRECTORS
Class A Nominees
Class A Nominees Rachel Glaser has served as a member of our Board of Directors since 2018. Ms. Glaser served as the chief financial officer of Etsy, Inc., a global creative commerce platform from 2017 to her retirement from that position effective December 31, 2024. She is serving in an advisory capacity to Etsy, Inc. through June 30, 2025, to support a smooth transition. From 2015 to 2017, she was the chief financial officer of Leaf Group Ltd., a company that owns and operates consumer media and marketplaces. From 2012 to 2015, she was the chief financial officer of Move, Inc., the parent company of Realtor.com. From 2008 to 2011, she was the chief operating and financial officer of MyLife.com, a subscription-based search business, and from 2005 to 2008, she was the senior vice president of finance at Yahoo! Inc. Prior to these roles, Ms. Glaser held various finance and operations positions at The Walt Disney Company from 1986 to 2005. Ms. Glaser brings to the Board extensive strategic expertise, as well as international and human capital management experience, gained from her service in key leadership roles at digitally focused, consumer-facing public companies. In addition, Ms. Glaser’s deep financial and accounting expertise is a valuable asset to the Board and the Audit Committee, which she chairs. John W. Rogers, Jr. has served as a member of our Board of Directors since 2018. Mr. Rogers is the founder, chairman, co-chief executive officer and chief investment officer of Ariel Investments, LLC, an institutional money management firm, as well as a trustee of Ariel Investment Trust, an investment company. He has been a director of Nike, Inc. since 2018 and Ryan Specialty Group since 2014. Mr. Rogers was a director of Exelon Corporation from 2000 to 2019 and a director of McDonald’s Corporation from 2003 to 2023. Mr. Rogers brings to the Board extensive business, financial and risk-management experience gained as the founder and long-serving chief executive officer (co-chief executive officer since 2019) and chief investment officer of a firm with billions in assets under management. In addition, as a result of his service on the boards (and several board committees) of large public companies, he provides the Board a highly valuable strategic perspective, as well as extensive corporate governance, human capital management and succession planning experience. Anuradha B. Subramanian has served as a member of our Board of Directors since 2023. Ms. Subramanian served as the chief financial officer of Bumble Inc., a company that provides online dating and social networking platforms, from 2020 to March 2025. From 2018 to 2020, she was the chief financial officer of digital at Univision Communications Inc. During 2017, Ms. Subramanian served as chief financial officer, digital at VICE Media. From 2010 to 2017, she served in various roles at Scripps Networks Interactive, including most recently as the head of finance, digital. Prior to Scripps Networks, Ms. Subramanian worked in investment banking at Citi as part of the media and telecom group. Ms. Subramanian’s deep financial and accounting expertise, gained from her service in key financial roles at a variety of public consumer and media companies, is a valuable asset to the Board and the Audit Committee. In addition, Ms. Subramanian brings to the Board considerable strategic experience from her service in key leadership roles at a variety of public consumer and media companies. Rebecca Van Dyck has served as a member of our Board of Directors since 2015. Ms. Van Dyck is a marketing consultant. She served as chief operating officer for Reality Labs at Meta Platforms, Inc. from 2020 to 2022, having previously served as chief marketing officer for AR/VR from 2017 to 2020, and as vice president of consumer and brand marketing from 2012 to 2017. From 2011 to 2012, she was senior vice president and global chief marketing officer of Levi Strauss & Co. From 2007 to 2011, she was senior director, worldwide marketing and communications, of Apple Inc., and from 1994 to 2006, she held various positions at Wieden + Kennedy, Inc., including as global account director for Nike International, from 2002 to 2006. From 1992 to 1994, she held various positions at TBWA Worldwide Inc. Ms. Van Dyck brings to the Board extensive knowledge of digital consumer brand marketing and management as well as international experience from her roles as a senior executive at large digital and consumer-focused companies and in the advertising industry.
Class B Nominees
Class B Nominees Amanpal S. Bhutani has served as a member of our Board of Directors since 2018. Mr. Bhutani is the chief executive officer and a member of the Board of GoDaddy Inc., an internet domain registrar and web hosting company (since 2019). Prior to this, he served in senior leadership roles at Expedia Group, Inc., including as president of the Brand Expedia Group from 2015 to 2019 and senior vice president of Expedia Worldwide Engineering from 2010 to 2015. From 2008 to 2010, he was a technology senior director at JPMorgan Chase & Co. From 2002 to 2008, Mr. Bhutani was at Washington Mutual, Inc., including most recently as senior vice president of ecommerce technology, when JPMorgan Chase & Co. acquired it in 2008. Prior to that, Mr. Bhutani was the founder and technical lead at a startup, and a senior engineer at a consultancy. Mr. Bhutani brings to the Board extensive technological, information security and international business expertise, as well as human capital management experience, gained from his senior leadership roles at digital and consumer-facing public companies, including as chief executive officer of a public company in the technology industry. Manuel Bronstein has served as a member of our Board of Directors since 2021. Mr. Bronstein is the chief product officer of Roblox Corporation, an online gaming and entertainment platform (since 2021). Prior to this, he served in senior product roles at Alphabet, including as vice president of product at Google, leading Google Assistant from 2018 to 2021, and at YouTube, as director of product management from 2014 to 2016 and vice president of product management from 2016 to 2018. From 2010 to 2014, he held senior product leadership roles at Zynga Inc., and from 2003 to 2010, he served in various product leadership roles for Xbox at Microsoft. Mr. Bronstein is a deeply experienced product leader who brings to the Board extensive product, design and data science expertise, as well as human capital management experience, gained from senior leadership roles at digital and consumer-facing public companies. Beth Brooke has served as a member of our Board of Directors since 2021. Ms. Brooke served as the global vice chair of public policy for Ernst & Young LLP from 2007 to 2019, where she was a member of the firm’s global executive board and global sponsor of the firm’s diversity and inclusiveness efforts. Prior to this, she served as Ernst & Young’s vice chair of public policy, sustainability and stakeholder engagement in the Americas from 2000 to 2007, and held various roles in tax practice management from 1981 to 2000. From 1993 to 1995, Ms. Brooke served in the U.S. Department of the Treasury and was responsible for tax policy matters related to insurance and managed care, including working on healthcare and superfund legislative reform efforts. Ms. Brooke has been a director of eHealth, Inc. since 2019. Ms. Brooke brings to the Board extensive financial and strategic expertise, as well as risk management, public policy and international experience, gained from nearly 40 years of service at Ernst & Young. In addition, she provides the Board with meaningful insight gained from both her past experience as a global sponsor of Ernst & Young’s diversity and inclusiveness efforts and her service on various private and nonprofit boards, including as co-chair of the steering committee of The Partnership for Global LGBTI Equality, in conjunction with the World Economic Forum. Arthur Golden has served as a member of our Board of Directors since 2021. Mr. Golden is a bestselling author. He attended Harvard College, where he received a degree in art history. He also earned a master’s degree in East Asian languages and culture from Columbia University and a master’s degree in English from Boston University. Mr. Golden is a fourth-generation member of the Ochs-Sulzberger family and brings to the Board a deep appreciation of the values and societal contributions of The New York Times and the Company throughout their history. His alignment with stockholder interests makes Mr. Golden an important part of the Board’s decision-making process. Meredith Kopit Levien has served as our president and chief executive officer and as a member of our Board of Directors since 2020. She previously served the Company as executive vice president and chief operating officer from 2017 to 2020; executive vice president and chief revenue officer from 2015 to 2017; and executive vice president, advertising from 2013 to 2015. Prior to joining the Company, Ms. Kopit Levien served in various roles at Forbes Media LLC, including as chief revenue officer from 2011 to 2013, and in various advertising and publishing roles at The Atlantic. She has been a director of Instacart since 2021. As the Company’s president and chief executive officer, Ms. Kopit Levien has primary responsibility for overseeing and coordinating the Company’s strategy and business operations. She brings to the Company and the Board extensive business and management experience in the media industry, gained from 20 years spent in a variety of senior operational and executive roles at the Company, Forbes Media and The Atlantic. Her deep understanding of the Company and her strategic and operational leadership experience from her various roles at the Company provide the Board with highly valuable insights. Brian P. McAndrews has served as a member of our Board of Directors since 2012 and as Presiding Director since 2019. Mr. McAndrews was president, chief executive officer and chairman of Pandora Media, Inc. from 2013 to 2016. From 2012 to 2013, he was a venture partner, and from 2009 to 2011, he was managing director of Madrona Venture Group, LLC. From 2007 to 2008, he was senior vice president, advertiser and publisher solutions, of Microsoft Corporation. From 2000 to 2007, he was president and chief executive officer, and from 1999 to 2000 he served as chief executive officer of aQuantive, Inc. From 1990 to 1999, he held various positions of increasing responsibility at ABC, Inc., including executive vice president and general manager of ABC Sports. Mr. McAndrews has been a director of Frontdoor, Inc. since 2018 (and lead director since 2022) and Xero Limited since 2022. He previously served as a director of Chewy, Inc. from 2019 to 2021, Grubhub Inc. from 2011 to 2021 (including as chairman of its board of directors from 2014 to 2021) and Teladoc Health, Inc. from 2017 to 2020. Mr. McAndrews brings to the Board extensive digital expertise gained through his experience leading public companies in the technology industry. His background in both traditional and digital media has also given him an understanding of digital advertising and the integration of emerging technologies. His extensive understanding of the Company’s business, his experience as a chief executive officer of two public companies in the technology industry, as well as his prior service as chairman of the board of two public companies, make him uniquely positioned as the Board’s Presiding Director to work collaboratively with our Chairman and our Chief Executive Officer. In addition, through his experience leading public companies and his service on the boards of other public companies, Mr. McAndrews provides the Board with a highly valuable strategic perspective, as well as extensive corporate governance, human capital management and succession planning experience.
Class B Nominees
David Perpich has served as the publisher of The Athletic, the Company’s sports media product, since 2022, and he has served as a member of our Board of Directors since 2019. Mr. Perpich previously served as publisher of Wirecutter, the Company’s shopping recommendation product, from 2022 to 2023; head of standalone products at the Company from 2020 to 2022; president and general manager of Wirecutter from 2017 to 2020; and senior vice president of product for the Company from 2015 to 2017, during which time he was responsible for overseeing The Times’s digital product portfolio across mobile and web products. In addition, Mr. Perpich served as general manager, new digital products, at the Company from 2013 to 2015, and as vice president, product management, from 2011 to 2013. Mr. Perpich joined the Company in 2010 as executive director, NYTimes.com paid products. Mr. Perpich is a fifth-generation member of the Ochs-Sulzberger family and brings a deep appreciation of the values and societal contributions of The New York Times and the Company throughout their history to his role as director. In addition, through his service in a variety of critical executive positions that have provided him with extensive knowledge of our Company and operations, Mr. Perpich brings a deep understanding and unique perspective to the Board about the Company’s business strategy and industry opportunities and challenges. A.G. Sulzberger has served as chairman of the Company since 2021 and as publisher of The New York Times and a member of our Board of Directors since 2018. Mr. Sulzberger previously served as deputy publisher of The New York Times from 2016 to 2017. He joined The New York Times as a reporter in 2009 after serving in various reporting roles at other publications. From 2010 to 2012, he served as head of the Kansas City bureau, and he later served as an assistant editor from 2012 to 2015 and associate editor from 2015 to 2016 of The Times before he was appointed deputy publisher. Mr. Sulzberger is a fifth-generation member of the Ochs-Sulzberger family and brings a deep appreciation of the values and societal contributions of The New York Times and the Company to his role as chairman and publisher of The New York Times. In addition, as one of the driving forces behind the Company’s digital transformation and subscription-first focus, Mr. Sulzberger brings a deep understanding and unique perspective to the Board about the Company’s business strategy and industry opportunities and challenges. Margot Golden Tishler has served as a member of our Board of Directors since 2024. Ms. Tishler is a freelance graphic designer (since 2009) and manages a company that sells accessories for children’s clothing (since 2019). She also serves as the chair of the Ochs-Sulzberger Trust (since 2022). She holds an associate degree in graphic design from Pratt Institute. Ms. Tishler is a fifth-generation member of the Ochs-Sulzberger family and brings to the Board a deep appreciation of the values and societal contributions of The New York Times and the Company throughout their history. Her alignment with stockholder interests will make Ms. Tishler an important part of the Board’s decision-making process.
Board Composition
Board Composition We believe that the combination of backgrounds, skills and experiences represented by the members of our Board enables the Board and its committees to continue to provide sound judgment and leadership in the context of an evolving business environment and the Company’s long-term strategy, and to function effectively as a group. Our Board is currently composed of a diverse group of 13 individuals. Nine of our 13 currently serving directors (69%), including three of four Committee Chairs, are female, L.G.B.T.Q. or from a racially/ethnically underrepresented group. Our Board is also composed of directors with a mix of tenure, with longer-serving directors providing important experience and institutional knowledge, and newer directors providing fresh perspective to deliberations. Of the eight independent director nominees, three have joined the Board in the last five years. In addition, of the five non-independent director nominees, three have joined the Board in the last five years. The average tenure of our 13 director nominees is 5.7 years. The Nominating & Governance Committee regularly assesses our directors’ mix of skills, experience, tenure and diversity in light of the Company’s long-term strategy and advises the Board of its determinations with respect to Board composition, short- and long-term director refreshment and succession planning. As needed, the Committee identifies and evaluates potential director nominees, taking into consideration the overall needs, composition and size of the Board, as well as the criteria described more fully on page 34 under “Nominating & Governance Committee.”
2024 Compensation of Non-Employee Directors
2024 Compensation of Non-Employee Directors Our goal in setting compensation for our non-employee directors is to remain competitive in attracting and retaining high-quality directors. Compensation for our non-employee directors for 2024 had the following components: cash compensation, consisting of annual retainers for non-employee Board members, Committee Chairs, Committee members and the Presiding Director; and equity compensation in the form of restricted stock units for all non-employee Board members. Each year, management reports to the Nominating & Governance Committee on non-employee director compensation and makes recommendations with respect to the amount and form of compensation for non-employee directors. The Nominating & Governance Committee and the Board believe that our non-employee director compensation program is appropriately aligned with long-term stockholder interests because directors are subject to stock ownership guidelines (at least four times the annual Board cash retainer), and the shares of Class A stock payable in respect of vested restricted stock units are not delivered until a director leaves the Board. Non-employee directors have five years from their appointment to meet their stock ownership requirement and all of our non-employee directors have met their requirement or are on track to do so within the five-year period. Cash Compensation. In 2024, we paid an annual cash retainer (in quarterly installments) to non-employee Board members, Committee Chairs, Committee members and the Presiding Director as follows: •Annual cash Board retainer of $60,000; •Annual cash Committee Chair retainer of $10,000; •Annual cash Committee retainers in the following amounts: — Audit—$20,000 — Compensation—$10,000 — Finance—$10,000 — Nominating & Governance—$6,000; and •Annual cash Presiding Director retainer of $30,000. Restricted Stock Units. On the date of the 2024 Annual Meeting, the Company granted 4,048 restricted stock units for Class A stock (with a grant date fair value of $175,000) to each non-employee director. These restricted stock units will vest on the date of the 2025 Annual Meeting (assuming continued service on the Board of Directors until that date), and the underlying shares of Class A stock will be distributed to each non-employee director within 90 days following his or her cessation of service from the Board. Each non-employee director’s account is credited with additional restricted stock units with a value equal to the amount of all dividends paid on the Company’s Class A stock. Expenses. We reimburse reasonable expenses incurred for attendance at Board and Committee meetings and director orientation or other relevant educational programs. Recent Compensation Changes. In 2024, the Nominating & Governance Committee received a report from Exequity, the Compensation Committee’s independent compensation consultant, analyzing prevailing trends in director compensation. Based on this review, the Nominating & Governance Committee recommended, and the Board approved for 2025, (i) an increase in the annual cash retainer for non-employee directors to $70,000, effective January 1, 2025, and (ii) an increase in the grant date fair value of the annual grant to non-employee directors of restricted stock units for Class A stock to $185,000.
Non-Employee Director Compensation Table
Non-Employee Director Compensation Table The total 2024 compensation of our non-employee directors is shown in the following table.
Non-Employee Director Compensation Table
| Name (a) | Fees Earned or Paid in Cash1 ($) (b) | Stock Awards2,3 ($) (c) | Option Awards ($) (d) | All Other Compensation ($) (g) | Total ($) (h) | | Amanpal S. Bhutani | 90,000 | 175,000 | — | — | 265,000 | | Manuel Bronstein | 66,000 | 175,000 | — | — | 241,000 | | Beth Brooke | 90,000 | 175,000 | — | — | 265,000 | | Rachel Glaser | 100,000 | 175,000 | — | — | 275,000 | | Arthur Golden | 70,000 | 175,000 | — | — | 245,000 | | Hays N. Golden4 | 22,115 | — | — | 10,000 | 32,115 | | Brian P. McAndrews | 116,000 | 175,000 | — | — | 291,000 | | John W. Rogers, Jr. | 86,000 | 175,000 | — | — | 261,000 | | Anuradha B. Subramanian | 90,000 | 175,000 | — | — | 265,000 | | Margot Tishler | 41,209 | 175,000 | — | — | 216,209 | | Rebecca Van Dyck | 86,000 | 175,000 | — | — | 261,000 |
Non-Employee Director Compensation Table
1.Includes a Presiding Director retainer for Mr. McAndrews and a Committee Chair retainer for each of Ms. Glaser, Mr. McAndrews, Mr. Rogers and Ms. Van Dyck. 2.Included in the “Stock Awards” column is the aggregate grant date fair value of the discretionary grant of restricted stock units made to each non-employee director on April 24, 2024, under the 2020 Incentive Plan, computed in accordance with Financial Accounting Standards Board Accounting Standards Codification Topic 718, Stock Compensation (“FASB ASC Topic 718”). The grant date fair value of such awards is approximately $175,000. 3.The following table shows the aggregate unvested restricted stock units and phantom stock units outstanding at December 31, 2024, for each non-employee director:
Non-Employee Director Compensation Table
| Name | Aggregate Unvested Restricted Stock Units Outstanding at December 31, 2024 (#)a | Aggregate Phantom Stock Units Outstanding at December 31, 2024 (#)b | | Amanpal S. Bhutani | 4,066 | — | | Manuel Bronstein | 4,066 | — | | Beth Brooke | 4,066 | — | | Rachel Glaser | 4,066 | — | | Arthur Golden | 4,066 | — | | Brian P. McAndrews | 4,066 | 16,968 | | John W. Rogers, Jr. | 4,066 | — | | Anuradha B. Subramanian | 4,066 | — | | Margot Tishler | 4,066 | — | | Rebecca Van Dyck | 4,066 | — |
Non-Employee Director Compensation Table
(a)Includes aggregate number of unvested restricted stock units, including unvested restricted stock units credited to each non-employee director’s account in respect of cash dividends paid on the Class A stock in 2024. Additional unvested restricted stock units were credited to each non-employee director’s account in January 2025 in respect of the Company’s fourth quarter cash dividend. (b) Prior to 2015, a discretionary grant of phantom Class A stock units was credited to each non-employee director’s account under the Directors’ Deferral Plan on the date of the Company’s annual meeting. For Brian P. McAndrews, the only director remaining on our Board who received such a grant, aggregate phantom stock units outstanding reflect grants prior to the termination of the Directors’ Deferral Plan in December 2014, and include amounts credited in 2024 in connection with dividend equivalents, which are initially held as cash and converted to phantom stock units as of the date of the Company’s next succeeding annual meeting. Cash accounts are also credited with interest at a market rate. Subsequent to a non-employee director’s resignation, we pay him or her the cash value of amounts accumulated in his or her account. 4.Hays Golden served as a director through April 24, 2024, the date of the Company’s 2024 Annual Meeting, at which Mr. Golden did not stand for reelection. The compensation for Mr. Golden includes a one-time $10,000 donation made in his honor to a nonprofit organization upon his departure from the Board.
Executive Compensation Governance
✓ Independent Compensation Committee - The Compensation Committee consists solely of independent directors, notwithstanding an exemption from NYSE rules available to us as a controlled company. ✓ Annual Evaluation - Each year, the Compensation Committee approves the compensation for the Company’s executive officers. For the Chairman and Publisher and the President and Chief Executive Officer, final compensation decisions are approved by the independent members of our Board of Directors. ✓ Independent Advisor - The Compensation Committee’s independent compensation consultant, Exequity, is retained directly by the Committee and performs services in support of the Committee. The Compensation Committee’s charter authorizes it to engage such consultants and advisors as it determines to be appropriate. ✓ Stockholder Engagement - At the direction of the Compensation Committee, management reaches out to significant Class A stockholders periodically to solicit comments on executive compensation matters, and the Committee takes this stockholder feedback into account in designing executive compensation. ✓ Risk Mitigation - Each year, the Compensation Committee conducts a review of the Company’s executive compensation program to ensure that it does not create risks that are reasonably likely to have a material adverse effect on the Company. ✓ Performance-based cash and equity awards to executives are made under the Company’s current stockholder-approved incentive plan, which: ◦requires a one-year minimum vesting schedule for stock awards, with limited exceptions; ◦prohibits the repricing of any stock option or stock appreciation right without stockholder approval; ◦prohibits dividend-equivalent rights with respect to stock options and stock appreciation rights, and prohibits the payment of dividends and dividend equivalents with respect to unvested share-based awards; ◦does not provide for automatic vesting of awards in the event of a change in control; and ◦does not contain an “evergreen” share reserve, meaning that the shares of Class A stock reserved for awards are fixed by number rather than by reference to a percentage of the Company’s total outstanding shares. ✓ Stock Ownership Guidelines - The Company has in place meaningful stock ownership guidelines for its executive officers to further align their interests with those of our stockholders. ✓ Compensation Recoupment Policy - The Company’s executive officers are subject to a compensation recoupment, or “clawback,” policy that applies to incentive-based compensation.
Components of Compensation
Components of Compensation To achieve our compensation objectives, the Compensation Committee structured 2024 executive compensation to have the following components, each of which is discussed in more detail below. The compensation structure is performance-oriented, with “at risk” compensation consisting of annual and long-term incentive programs designed to link the compensation of our named executive officers to the overall success of the Company and support the Company’s business strategy and performance. In addition to these components of compensation, executives participate in employee benefit plans that are generally available to the Company’s employees, including medical, life insurance and disability plans, and a Company 401(k) Plan that provides a match on employee contributions and discretionary profit-sharing contributions. Certain executives also participate in an unfunded non-qualified defined contribution plan, a frozen defined benefit pension plan and a frozen unfunded nonqualified defined benefit plan. See “—Executive Compensation—Other Elements of Executive Compensation” for more information. The Company maintains an employee stock purchase plan under Section 423 of the Internal Revenue Code; however, our named executive officers are not eligible to participate. The following charts show the components of 2024 target compensation established for Ms. Kopit Levien, our CEO, and our other named executive officers, as well as the percentage of total variable compensation: For purposes of the above chart, time-based restricted stock units are considered variable compensation as the ultimate value after the satisfaction of the time-based vesting conditions will depend on the future market value of the Company’s Class A stock.
Key Factors in Setting Compensation
Key Factors in Setting Compensation In setting or recommending an executive’s compensation, the Committee evaluates each of the following factors: •Benchmarking—Each year, the Committee reviews an analysis of executive compensation levels and practices for each executive prepared by Exequity. In December 2023, to inform its decision-making regarding 2024 target compensation, the Committee reviewed each element of target total compensation in relation to peer group and survey data as part of this analysis. ◦The peer group consisted of 19 public companies that operate in the journalism, media and digital industries and reflected certain changes from the previous year made by the Compensation Committee to ensure that the peer group remains relevant and appropriate. As shown below, the 2024 peer group was identical to 2023 except for the exclusion in 2024 of Cable One, Inc., which was determined to no longer meet the appropriate parameters for inclusion. ◦Survey data includes information services, online/digital, and media platform or general industry companies based on position and data availability. In addition to reviewing peer group and survey market data, the Committee considers other internal and external factors in setting compensation for executives. These factors include, among others, an executive’s experience and tenure, retention and succession planning considerations, Company performance and internal pay equity. •Company Performance—The Committee ties a substantial portion of each named executive officer’s compensation to Company performance, as well as a portion to individual performance. All executive officers, including the named executive officers, are eligible for annual and long-term incentive compensation, which links compensation to the achievement of short- and long-term performance targets. Performance targets are set by the Committee in advance based on the Company’s objectives as set out in its operating budget and three-year plan. In addition, the delivery of long-term performance award payouts in Class A stock further links executive compensation with the interests of our stockholders. For those executives who report to the Chief Executive Officer, the Committee takes into consideration Ms. Kopit Levien’s review of their individual performance during the year. •Internal Pay Equity—The Committee’s approach to compensation is that executives holding comparable positions of responsibility should have similar compensation opportunities, recognizing that actual rewards earned should reflect personal performance and achievement of individual objectives. •Tally Sheets—The Committee also reviewed tally sheets detailing the total compensation of the named executive officers. These tally sheets identified all components of compensation for these executives, including the compensation such executives would be eligible to receive under different termination scenarios, as described in “—Payments Upon Termination or Change in Control Table.” At the completion of this review, the Committee concluded that the compensation to be paid to executives in 2024 was appropriate and reasonable in light of the factors discussed above.
Setting Performance Goals
Setting Performance Goals A substantial portion of each named executive officer’s compensation depends on the achievement of specific incentive targets that are directly linked to short- or long-term performance objectives. Performance is measured against the Company’s annual operating budget and three-year plan, which are developed and submitted to the Board by management at the beginning of each year and are based on an assessment of the state of the business and the industry at that time, as well as expectations regarding annual and long-term performance. The annual operating budget and three-year plan set financial performance objectives that management believes are ambitious but achievable based on the underlying strategic and operating assumptions regarding revenue, expense projections and investment initiatives. Consistent with prior years, the Committee set performance targets with a payout of 100% when the Company achieves the financial performance objectives in the annual operating budget and three-year plan. While future results cannot be predicted, the Committee believes that these performance targets are set at levels such that achievement of the target levels would reflect a strong performance on the part of the executive officers and that payment of the maximum amounts would occur only upon the achievement of results substantially in excess of internal and market expectations at the time the targets are set. The Company’s annual operating budget and three-year plan are created independent of, and therefore the financial performance targets generally exclude, the effect of certain non-recurring or non-operational events.
NEO Target Compensation in 2024
| Name | Annualized 2024 Base Salary ($) | Target 2024 Annual Incentive ($) | 2024 Long-Term Incentive Compensation | | Total Target 2024 Compensation ($) | | | | | Restricted Stock Units (at grant) ($) | Performance Awards (at target) ($) | | | A.G. Sulzberger | 650,000 | 743,730 | 680,500 | 2,722,000 | 4,796,230 | | Meredith Kopit Levien | 950,000 | 1,092,500 | 1,111,500 | 4,446,000 | 7,600,000 | | William Bardeen | 450,000 | 450,000 | 200,000 | 800,000 | 1,900,000 | | Diane Brayton | 586,614 | 439,961 | 294,685 | 1,178,740 | 2,500,000 | | Jacqueline Welch | 525,000 | 367,500 | 130,000 | 520,000 | 1,542,500 |
Annual Incentive Compensation
Annual Incentive Compensation The Committee grants awards under an annual incentive compensation program that provides executives the opportunity to earn cash based on the achievement of financial and individual performance goals. The Committee set 2024 annual incentive targets for all executives, including the named executive officers, as a percentage of salary. The target percentages were set taking into account a number of factors, including prevailing external practices, the Committee’s consideration of the nature of the position and internal pay equity concerns. Generally, the more responsible the executive officer’s position, the higher the target percentage. For the named executive officers, target amounts ranged from 70% to 115% of base salary. The Committee structured 2024 annual incentive compensation for the named executive officers, as follows: 1.Adjusted Operating Profit is defined as (i) revenues less (ii) total operating costs (excluding severance, depreciation and amortization, multiemployer pension plan withdrawal costs and special items), adjusted to exclude the effect of any acquisitions and dispositions, certain non-cash impairment charges and certain other pre-approved items. (See Appendix A for more information regarding a recent change in the Company’s financial statement presentation of total operating costs.) 2.Total Revenue is as reported in our Annual Reports on Form 10-K and Quarterly Reports on Form 10-Q, as filed with the SEC. Financial Component As reflected above, the financial component of the 2024 annual incentive compensation plan consisted of targets related to adjusted operating profit and total revenue. The Committee believes that adjusted operating profit is a valuable measure of our performance because it facilitates comparisons with historical operating performance on a consistent basis. In addition, adjusted operating profit is a measure often used by investors, analysts and others to assess Company performance, and thus serves to align the interests of our executives with those of our stockholders. The Committee believes the combination of these revenue and profit metrics provides an appropriate balance between generating revenue, managing expenses and growing the business, and avoids over-reliance on a single financial performance metric. For 2024, the performance level for a 100% payout of the financial components was set at the operating budget objective, with potential payouts ranging from zero to 200% of target based upon a predetermined performance scale and a minimum threshold of 50%. (There is no payment if performance is below the threshold.) The following table sets out the 2024 adjusted operating profit and total revenue targets and achievement levels. 1.See Appendix A for the calculation of 2024 adjusted operating profit. Individual Component As noted above, 20% of the annual incentive award was based upon an assessment by the Committee of each executive’s individual achievement with respect to operational and strategic goals. In its review, the Committee took into account each executive’s responsibility for the Company’s overall performance, as well as (i) for Mr. Sulzberger and Ms. Kopit Levien, certain targeted growth metrics and (ii) for Mr. Bardeen and Mss. Brayton and Welch, Ms. Kopit Levien’s recommendation. In particular, the Committee took into account (i) for Mr. Sulzberger and Ms. Kopit Levien, their strong leadership and continued success in delivering strong results; (ii) for Mr. Bardeen, his significant contributions as chief financial officer, including in the areas of strategy, financial operations and investor relations; (iii) for Ms. Brayton, her substantial contributions as chief legal officer, including leading teams that advised on critical litigation and labor relations matters, evolving regulatory requirements and other key projects; and (iv) for Ms. Welch, her many contributions as leader of the Company’s human resources function, including continued leadership of human resource systems. The assessment of individual achievement of each named executive officer is set out in the following table in “—Resulting 2024 Annual Incentive Payouts”. Resulting 2024 Annual Incentive Payouts The following table sets out, for each named executive officer, the 2024 target, potential maximum and actual annual incentive amounts, in dollars and as a percentage of the executive’s 2024 base salary.
Annual Incentive Compensation
| Name | Total Target Award Opportunity as a % of Base Salary1 | Total Target Award Opportunity2 | Financial Portion Weighting | Financial Resulting Payout % | Individual Portion Weighting | Individual Resulting Payout % | Total Actual Amount Awarded | Total Actual as a % of Target | | A.G. Sulzberger | 115% | 743,730 | 80% | 124% | 20% | 115% | 908,838 | 122% | | Meredith Kopit Levien | 115% | 1,092,500 | 80% | 124% | 20% | 115% | 1,335,035 | 122% | | William Bardeen | 100% | 450,000 | 80% | 124% | 20% | 115% | 549,900 | 122% | | Diane Brayton | 75% | 439,961 | 80% | 124% | 20% | 130% | 550,831 | 125% | | Jacqueline Welch | 70% | 367,500 | 80% | 124% | 20% | 85% | 427,035 | 116% |
Annual Incentive Compensation
1.The Committee set target payouts as a percentage of base salary, with higher percentages for individuals with greater responsibility. Annual incentive payouts can range from zero to 200% of the target percentage of base salary, with a minimum threshold of 50% for the financial components. Payouts reflect changes in base salary during the year. 2.The target amount in this table reflects a prorated increase in base salary for Mr. Sulzberger.
Long-Term Incentive Compensation
Long-Term Incentive Compensation The Committee believes that its long-term performance-based program, which beginning in 2022, has consisted entirely of equity compensation, aligns the interest of executives with that of stockholders and helps to ensure the fulfillment of our long-term strategic objectives. The 2024 long-term incentive compensation program included the grant of both long-term performance-based awards under a 2024-2026 performance cycle and three-year time-vested restricted stock units.
2024 Long-Term Incentive Compensation
2024 Long-Term Incentive Compensation The 2024 long-term incentive compensation components are illustrated below:
Restricted Stock Unit Awards
Restricted Stock Unit Awards The 2024 long-term incentive compensation for executives included a grant of time-vested restricted stock units that vest in equal annual installments over a three-year period. The Committee believes this supports executive retention and further aligns the interests of our executives with our shareholders.
Performance-Based Awards
Performance-Based Awards The components of the 2024-2026 long-term performance award program (adjusted operating profit, relative total stockholder return, or “Relative TSR,” and digital subscription revenue) are further described below. Adjusted Operating Profit Component The Committee believes that adjusted operating profit is a strong reflection of the Company’s underlying operating performance. The selection of this financial measure for the three-year performance cycle is intended to focus management on normalized operating profit, which allows the Company to make critical investments in its long-term growth strategy. This metric is a valuable measure of performance for compensation purposes because it facilitates comparisons of historical operating performance on a consistent basis and is often used by investors, analysts and others. For the adjusted operating profit component, the performance level for a 100% payout was set in connection with the Company’s three-year plan, which is developed and submitted to the Board by management at the beginning of each year and based on an assessment of the state of the business and the industry at that time, as well as expectations regarding the Company’s long-term adjusted operating profit performance. Potential payouts for this component of the awards range from zero to 200% of target based upon a predetermined performance scale and a minimum threshold of 50%. Relative TSR Component Relative TSR compares the Company’s total stockholder return over the three-year period relative to the total stockholder return of the companies in the Standard & Poor’s 500 Stock Index as of the beginning of the performance period. The Committee believes that the Relative TSR metric encourages management to focus on the Company’s overall performance and value creation for its stockholders over a longer-term (three-year) period and provides an appropriate balance to the internally focused financial metrics. In selecting a performance peer group for the Company’s Relative TSR metric, the Committee considered several criteria, including the importance of measurement against companies that compete with the Company, the size and number of companies within the benchmarking group, the reputation and credibility of companies in the group, and the relevance of those companies to the Company’s business. The Committee concluded that the use of the Standard & Poor’s 500 Stock Index satisfies key criteria: the index itself is highly reputable, including the largest U.S. companies by market capitalization; information about index performance is widely available; it includes competitor companies; and the number of companies is large enough as to minimize the possibility that relative performance would be distorted by consolidation or unusual performance by a small number of companies. For the Relative TSR component of the awards, potential payouts range from zero to 200% of the target amount of shares based on the percentile ranking of the Company’s total stockholder return compared with that of each company in the index and a minimum threshold of 30%, as follows:
Performance-Based Awards
| Relative TSR | Payout as Percentage of Target | | 75th percentile or above | 200% | | 50th percentile | 100% | | 25th percentile | 30% | | Below 25th percentile | 0% |
Performance-Based Awards
Payout percentages are interpolated between performance levels. If the Company’s Relative TSR for the three-year performance period is below the 25th percentile, the participating executives will not receive any portion of the award based on Relative TSR. Notwithstanding the schedule above, the maximum payout cannot exceed 100% of the target number of shares if the Company’s total stockholder return is negative over the performance period, regardless of the Company’s percentile ranking. Digital Subscription Revenue Component The Committee believes that the inclusion of a metric based on digital subscription revenue aligns the Company’s long-term incentive compensation with the Company’s subscription-first strategy and supports long-term growth of the Company’s most significant revenue stream. For this component, the performance level for a 100% payout was set in connection with the Company’s three-year plan, which is developed and submitted to the Board by management based on an assessment of the state of the business and the industry at that time, as well as expectations regarding the Company’s long-term digital subscription revenue performance. Potential payouts for this component of the awards range from zero to 200% of target based upon a predetermined performance scale and a minimum threshold of 50%. The following table shows the 2024 long-term incentive grants at target for each of the named executive officers. The performance-based awards provide for a maximum payout of 200% of target shares.
Performance-Based Awards
| Name | | Metric | Shares1 (#) | Grant Date Value1 ($) | | A.G. Sulzberger | Restricted Stock Units | | 14,652 | 680,500 | | | Performance-based Award (2024-2026) | | | | | | • | Adjusted Operating Profit | 23,443 | 1,088,800 | | | • | Digital Subscription Revenue | 11,722 | 544,400 | | | • | Relative TSR | 23,443 | 1,088,800 | | | Total | | 73,260 | 3,402,500 | | Meredith Kopit Levien | Restricted Stock Units | | 23,932 | 1,111,500 | | | Performance-based Award (2024-2026) | | | | | | • | Adjusted Operating Profit | 38,291 | 1,778,400 | | | • | Digital Subscription Revenue | 19,145 | 889,200 | | | • | Relative TSR | 38,291 | 1,778,400 | | | Total | | 119,659 | 5,557,500 | | William Bardeen | Restricted Stock Units | | 4,306 | 200,000 | | | Performance-based Award (2024-2026) | | | | | | • | Adjusted Operating Profit | 6,890 | 320,000 | | | • | Digital Subscription Revenue | 3,445 | 160,000 | | | • | Relative TSR | 6,890 | 320,000 | | | Total | | 21,531 | 1,000,000 | | Diane Brayton | Restricted Stock Units | | 6,345 | 294,685 | | | Performance-based Award (2024-2026) | | | | | | • | Adjusted Operating Profit | 10,152 | 471,496 | | | • | Digital Subscription Revenue | 5,076 | 235,748 | | | • | Relative TSR | 10,152 | 471,496 | | | Total | | 31,725 | 1,473,425 | | Jacqueline Welch | Restricted Stock Units | | 2,799 | 130,000 | | | Performance-based Award (2024-2026) | | | | | | • | Adjusted Operating Profit | 4,478 | 208,000 | | | • | Digital Subscription Revenue | 2,239 | 104,000 | | | • | Relative TSR | 4,478 | 208,000 | | | Total | | 13,994 | 650,000 |
Performance-Based Awards
| Long-Term Performance Awards for 2022-2024 | | The following tables set out the achievement levels for the 2022-2024 long-term performance cycle: | | | | Cumulative adjusted operating profit and relative TSR each represented 40% of an executive’s performance-based award and cumulative digital subscription revenue represented 20% of an executive’s performance-based award. Long-term awards are payable solely in Class A stock. The Company’s Relative TSR for 2022-2024 was 21.41%, which ranked in the 56th percentile relative to the companies in Standard & Poor’s 500 Stock Index at the beginning of the period. As a result, the payout of the portion of the 2022-2024 award based on Relative TSR was at 123% of target. | | | | 1. Actual cumulative adjusted operating profit was approximately 106% of targeted cumulative adjusted operating profit. See Appendix A for the calculation of adjusted operating profit for 2022-2024. 2. Actual cumulative adjusted digital subscription revenue was approximately 94% of targeted cumulative digital subscription revenue. |
Performance-Based Awards
| | | Target | | Actual | | | Name | Metric | Shares1 (#) | Total Target Value1 ($) | Shares (#) | Total Award Value2 ($) | | A.G. Sulzberger | Adjusted Operating Profit | 12,928 | 568,320 | 19,263 | 922,312 | | | Digital Subscription Revenue | 6,464 | 284,160 | 5,171 | 247,587 | | | Relative TSR | 13,926 | 568,320 | 17,129 | 820,137 | | | Total | 33,318 | 1,420,800 | 41,563 | 1,990,036 | | Meredith Kopit Levien | 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 | | William Bardeen | Adjusted Operating Profit | 2,548 | 112,000 | 3,797 | 181,800 | | | Digital Subscription Revenue | 1,274 | 56,000 | 1,019 | 48,790 | | | Relative TSR | 2,744 | 112,000 | 3,375 | 161,595 | | | Total | 6,566 | 280,000 | 8,191 | 392,185 | | Diane Brayton | Adjusted Operating Profit | 5,278 | 232,000 | 7,864 | 376,528 | | | Digital Subscription Revenue | 2,639 | 116,000 | 2,111 | 101,075 | | | Relative TSR | 5,685 | 232,000 | 6,993 | 334,825 | | | Total | 13,602 | 580,000 | 16,968 | 812,428 | | Jacqueline Welch | Adjusted Operating Profit | 3,777 | 166,000 | 5,628 | 269,469 | | | Digital Subscription Revenue | 1,883 | 82,800 | 1,506 | 72,107 | | | Relative TSR | 3,411 | 139,200 | 4,196 | 200,904 | | | Total | 9,071 | 388,000 | 11,330 | 542,480 |
Performance-Based Awards
1.The target share amounts were calculated by dividing the target dollar value by a fair value estimated using the average stock price over the 20 trading days up to and including the grant date, which was $43.96 in the case of the adjusted operating profit metric and digital subscription revenue and $40.81 in the case of the Relative TSR metric. 2.The “Total Award Value” reflects the value of the adjusted operating profit shares, digital subscription revenue and Relative TSR shares at vesting (calculated using $47.88, the closing price on February 25, 2025).
Equity Award Timing Policies and Practices
Equity Award Timing Policies and Practices We do not grant equity awards in anticipation of the release of material nonpublic information that is likely to result in changes to the price of our Class A stock, such as a significant positive or negative earnings announcement, nor do we time the release of material nonpublic information based on equity award grant dates or for the purpose of affecting the value of executive compensation. In addition, we do not take material nonpublic information into account when determining the timing and terms of such awards. Although we do not have a formal policy with respect to the timing of our equity award grants, the Compensation Committee has historically generally granted such awards on a predetermined annual schedule in late February. Stock options, stock appreciation rights, or similar option‐like instruments are not currently a part of our executive compensation program, and accordingly, in fiscal 2024, we did not grant any such instruments to our named executive officers.
Summary Compensation Table
Summary Compensation Table The following table provides information concerning the compensation of our Chief Executive Officer, our Chief Financial Officer, and the three other most highly compensated executive officers. As reflected in the table, a significant portion of the compensation for executives consisted of the grant date fair value of long-term equity compensation granted in those years (shown in the “Stock Awards” column). The large majority of this long-term equity compensation is in the form of performance awards that are based on the achievement of specified goals under pre-established performance measures and that vest after the end of the applicable three-year performance cycle. In 2022, taking into account market practice, stockholder input and other considerations, the Company made a number of changes to its long-term incentive compensation program, including to replace three-year performance awards that were payable 30% in cash and 70% in Class A stock with awards that pay out entirely in Class A stock. SEC proxy disclosure rules require that we report cash-based incentive awards in the Summary Compensation Table in the year these awards are earned/paid, but report stock-based awards in the year they are granted. As a result, the shift from the prior 30% cash-based payout to a 100% stock-based payout artificially inflated the 2022 and 2023 values reported in the Summary Compensation Table by requiring inclusion of, respectively, the full grant date value of the 2022-2024 and 2023-2025 long-term incentive awards, as well as the cash-based payouts of the 2020-2022 and 2021-2023 long-term incentive awards granted in 2020 and 2021. There was no such impact on 2024 as the 2022-2024 long-term incentive awards contained no provision for cash payouts. For a complete understanding of the table, please read the footnotes that accompany the table as well as the “Compensation Discussion and Analysis.”
Summary Compensation Table
| Name and Principal Position | Fiscal Year | Salary ($)1 | Bonus ($) | Stock Awards ($)1 | Option Awards ($) | Non-Equity Incentive Plan Compensation ($)2 | Change in Pension Value and Nonqualified Deferred Compensation Earnings ($)3 | All Other Compensation ($)4 | Total ($) | | (a) | (b) | (c) | (d) | (e) | (f) | (g) | (h) | (i) | (j) | | A.G. Sulzberger, Chairman and Publisher, The New York Times | 2024 | 646,615 | — | 3,285,051 | — | 908,838 | 4,751 | 89,935 | 4,935,190 | | | 2023 | 622,568 | — | 3,233,963 | — | 1,834,844 | 8,428 | 75,564 | 5,775,367 | | | 2022 | 623,771 | — | 1,802,164 | — | 1,276,921 | 2,095 | 97,160 | 3,802,111 | | Meredith Kopit Levien, President and Chief Executive Officer | 2024 | 950,000 | — | 5,365,630 | — | 1,335,035 | 10,506 | 160,822 | 7,821,993 | | | 2023 | 945,962 | — | 6,112,262 | — | 3,080,354 | 13,903 | 127,604 | 10,280,085 | | | 2022 | 938,366 | — | 4,058,961 | — | 2,398,073 | 5,344 | 159,538 | 7,560,282 | | William Bardeen, Executive Vice President and Chief Financial Officer5 | 2024 | 450,000 | — | 965,472 | — | 549,900 | 2,832 | 52,218 | 2,020,422 | | | 2023 | 433,000 | — | 1,077,203 | — | 553,976 | 13,198 | 40,466 | 2,117,843 | | Diane Brayton, Executive Vice President and Chief Legal Officer | 2024 | 586,614 | — | 1,422,581 | — | 550,831 | 4,835 | 68,781 | 2,633,642 | | | 2023 | 586,614 | — | 1,314,137 | — | 798,705 | 21,071 | 72,707 | 2,793,234 | | | 2022 | 597,895 | — | 735,711 | — | 699,807 | 2,442 | 88,861 | 2,124,716 | | Jacqueline Welch, Executive Vice President and Chief Human Resources Officer | 2024 | 525,000 | — | 627,504 | — | 427,035 | 807 | 43,548 | 1,623,894 | | | 2023 | 525,000 | — | 794,585 | — | 646,376 | 627 | 52,395 | 2,018,983 | | | 2022 | 526,731 | — | 477,004 | — | 271,303 | — | 57,398 | 1,332,436 |
Summary Compensation Table
1.In accordance with SEC proxy disclosure rules, included in the “Stock Awards” column for 2024 are the grant date fair values of the Class A stock underlying the 2024-2026 performance awards and restricted stock units granted during 2024. For a discussion of the assumptions used in computing the valuations reflected in this table, see “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and Note 14 of the Notes to the Consolidated Financial Statements in our Annual Report on Form 10-K for the fiscal year ended December 31, 2024. The grant date fair value of the Class A stock underlying the performance awards and restricted stock units is estimated for purposes of the accounting expense and may not represent the actual value of the shares that will be realized upon payout or vesting. The value of the long-term performance awards included in the table for 2024 is based upon the achievement of target-level performance. As described in “—Compensation Discussion and Analysis—Executive Compensation—Long-Term Incentive Compensation,” payouts for long-term performance awards can range from 0% to 200% of target. Assuming the achievement of maximum-level performance under the relevant financial metrics, the grant date value of the Class A stock underlying the performance-based awards would be as follows:
Summary Compensation Table
| | Adjusted Operating Profit | | | Digital Subscription Revenue | | Relative TSR | | | Name | Target $ | Maximum $ | | Target $ | Maximum $ | Target $ | Maximum $ | | A.G. Sulzberger | $1,088,800 | | 2,177,600 | $544,400 | $1,088,800 | $1,088,800 | $2,177,600 | | Meredith Kopit Levien | $1,778,400 | | 3,556,800 | $889,200 | $1,778,400 | $1,778,400 | $3,556,800 | | William Bardeen | $320,000 | | 640,000 | $160,000 | $320,000 | $320,000 | $640,000 | | Diane Brayton | $471,496 | | 942,992 | $235,748 | $471,496 | $471,496 | $942,992 | | Jacqueline Welch | $208,000 | | 416,000 | $104,000 | $208,000 | $208,000 | $416,000 |
Summary Compensation Table
See “—Compensation Discussion and Analysis—Executive Compensation—Long-Term Incentive Compensation” for more information on the performance awards. 2.The “Non-Equity Incentive Plan Compensation” column represents cash incentive awards paid under the Company’s Annual Incentive Compensation Plan to all of our named executive officers. In addition, 2022 and 2023 include cash settled portions of the Long-Term Incentive Compensation awards where applicable. 3. The “Change in Pension Value and Nonqualified Deferred Compensation Earnings” column represents the above-market interest credited to each named executive officer’s account for calendar year 2024 under the terms of the Restoration Plan as follows: Mr. Sulzberger, $4,751; Ms. Kopit Levien, $10,506; Mr. Bardeen, $2,832; Ms. Brayton, $4,835; and Ms. Welch, $807. Under the terms of the Restoration Plan, participants’ accounts are credited with interest based on the yield of the Bloomberg US Long Credit Bond Index, or a successor index. The interest rate for 2024 was 6.52%, which is considered above-market under SEC proxy disclosure rules as it is greater than 120% of the applicable federal long-term rate. Only the portion of the credited interest consisting of above-market payments is included in the above table. See “—Nonqualified Deferred Compensation” below for a discussion of the terms of the Restoration Plan. For 2024, Mr. Sulzberger had a negative change in the actuarial present value of accumulated benefit under the Guild Pension Plan formula of $(900). For 2024, Mr. Bardeen had a negative change in the actuarial present value of accumulated benefit under the Pension Plan of $(3,063). For 2024, Ms. Brayton had a negative change in the actuarial present value of accumulated benefit under the Pension Plan and SERP II of $(3,831). Accordingly, no amounts were included in this column for 2024 in respect of a change in pension value. Mss. Kopit Levien and Welch do not participate in the Pension Plan, the Guild Pension Plan formula or the SERP II, which were frozen before they joined the Company. The calculation of the actuarial present value of accumulated benefits assumes a discount rate as of December 31, 2024, of 5.71% for the Pension Plan and 5.61% for SERP II, and a discount rate as of December 31, 2023, of 5.24% for the Pension Plan and 5.21% for SERP II. For a discussion of the assumptions used in calculating the actuarial present value, see “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and Note 9 of the Notes to the Consolidated Financial Statements in our Annual Report on Form 10-K for the fiscal year ended December 31, 2024. 4. The table below shows the 2024 components of the “All Other Compensation” column, which include perquisites, Company contributions to the Company 401(k) Plan and the Company credit to each named executive officer’s account under the Restoration Plan (together with the Company 401(k) Plan, the “Savings Plans”) and life insurance premiums.
Summary Compensation Table
| Name | Perquisites(a) | Contributions to Savings Plans(b) | Life Insurance Premiums(c) | | A.G. Sulzberger | $— | $88,355 | $1,580 | | Meredith Kopit Levien | $28,368 | $130,071 | $2,383 | | William Bardeen | $— | $51,089 | $1,129 | | Diane Brayton | $— | $67,309 | $1,472 | | Jacqueline Welch | $— | $42,231 | $1,317 |
Summary Compensation Table
(a)Amounts for Ms. Kopit Levien consist of the incremental cost to the Company of financial planning and security services in 2024. (b)Amounts represent Company matching contributions (up to Internal Revenue Service limits) with respect to named executive officers’ deferrals to the Company 401(k) Plan, a discretionary profit-sharing contribution to the Company 401(k) Plan and our credits to the named executive officers’ accounts under the Restoration Plan. See “—Nonqualified Deferred Compensation—Restoration Plan.” (c)We pay premiums for basic life insurance for eligible employees, including our executive officers. Coverage is equal to an employee’s annual salary, with a minimum of $20,000 and a maximum of $1 million. 5. Mr. Bardeen was promoted to Executive Vice President and Chief Financial Officer on July 1, 2023. Amounts included in the table for 2023 reflect his total compensation for the full year 2023.
Grants of Plan-Based Awards
Grants of Plan-Based Awards The table below summarizes grants of annual incentive awards and long-term performance awards to our named executive officers during the 2024 fiscal year. The footnotes below the table provide additional detail on these awards.
Grants of Plan-Based Awards
| | | | | | | | | All Other Stock Awards: Number of Shares of Stock or Units (#) (i) | Grant Date Fair Value of Stock and Option Awards ($) (l)5 | | | | Estimated Future Payouts Under Non-Equity Incentive Plan Awards | | | Estimated Future Payouts Under Equity Incentive Plan Awards | | | | | | Name (a) | Grant Date (b)1 | Threshold ($) (c) | Target ($) (d) | Maximum ($) (e) | Threshold (#) (f) | Target (#) (g) | Maximum (#) (h) | | | | A.G. Sulzberger | 2/21/242 | 297,492 | 743,730 | 1,487,459 | | | | | | | | 2/21/243 | | | | | | | 14,652 | 632,747 | | | 2/21/244 | | | | 24,616 | 58,608 | 117,216 | | 2,652,304 | | | Total | 297,492 | 743,730 | 1,487,459 | 24,616 | 58,608 | 117,216 | 14,652 | 3,285,051 | | Meredith Kopit Levien | 2/21/242 | 437,000 | 1,092,500 | 2,185,000 | | | | | | | | 2/21/243 | | | | | | | 23,932 | 1,033,503 | | | 2/21/244 | | | | 40,206 | 95,727 | 191,454 | | 4,332,127 | | | Total | 437,000 | 1,092,500 | 2,185,000 | 40,206 | 95,727 | 191,454 | 23,932 | 5,365,630 | | William Bardeen | 2/21/242 | 180,000 | 450,000 | 900,000 | | | | | | | | 2/21/243 | | | | | | | 4,306 | 185,955 | | | 2/21/244 | | | | 7,235 | 17,225 | 34,450 | | 779,517 | | | Total | 180,000 | 450,000 | 900,000 | 7,235 | 17,225 | 34,450 | 4,306 | 965,472 | | Diane Brayton | 2/21/242 | 175,984 | 439,961 | 879,921 | | | | | | | | 2/21/243 | | | | | | | 6,345 | 274,009 | | | 2/21/244 | | | | 10,660 | 25,380 | 50,760 | | 1,148,572 | | | Total | 175,984 | 439,961 | 879,921 | 10,660 | 25,380 | 50,760 | 6,345 | 1,422,581 | | Jacqueline Welch | 2/21/242 | 147,000 | 367,500 | 735,000 | | | | | | | | 2/21/243 | | | | | | | 2,799 | 120,875 | | | 2/21/244 | | | | 4,702 | 11,195 | 22,390 | | 506,629 | | | Total | 147,000 | 367,500 | 735,000 | 4,702 | 11,195 | 22,390 | 2,799 | 627,504 |
Grants of Plan-Based Awards
1.The restricted stock units and the 2024-2026 performance award were approved by the Compensation Committee (for all named executive officers other than Mr. Sulzberger and Ms. Kopit Levien) and by the independent members of the full Board (for Mr. Sulzberger and Ms. Kopit Levien) in February 2024. 2.Annual incentive award: Threshold, target and maximum amounts in connection with our 2024 annual incentive award program. Threshold amounts reflect the minimum amount payable under the financial components of this award. The minimum threshold payout level is 50%. The actual amounts that were paid are included in the Summary Compensation Table under column (g) for 2024. See “—Compensation Discussion and Analysis” for a description of the targets and the level of achievement for 2024. 3.Restricted stock units granted in 2024: Each restricted stock unit corresponds to one share of Class A stock and entitles the executive to receive one share of Class A stock on the vesting date. During the vesting period, the units are forfeited if the holder leaves the employ of the Company, but vest in the event of death or disability. The holder of restricted stock units is entitled to receive payments equivalent to dividends at the time of vest, if any, that may be paid on Class A stock; no preferential rate is paid. The aggregate grant date fair values of the grants are included in the Summary Compensation Table under column (e) for 2024. 4.2024-2026 performance award: Threshold, target and maximum amounts in connection with performance awards for the 2024-2026 cycle. Threshold amounts reflect the minimum amount payable for a certain level of performance. No payment is made for performance below such enumerated level. The actual number of shares that will be issued will depend on three performance measures: cumulative adjusted operating profit, cumulative digital subscription revenue and total stockholder return relative to companies in the Standard & Poor’s 500 Stock Index, each over the three-year period. The aggregate grant date fair value of this award, as set out in column (l), is included in the Summary Compensation Table under column (e) for 2024. See “—Compensation Discussion and Analysis” for a description of the performance measures. 5.Column (l) shows the grant date fair values of 2024-2026 performance awards and restricted stock units, as estimated for financial reporting purposes. The grant date fair value for the restricted stock unit awards and performance awards measured against the cumulative adjusted operating profit and digital subscription revenue metrics is calculated based on the average of the high and the low stock prices on the grant date and was $43.19. The grant date fair value for the performance awards measured against the Relative TSR metric is calculated on the grant date using a Monte Carlo valuation by an independent third party and was $48.36. The reported amounts may not represent the actual value that will be realized.
Outstanding Equity Awards at Fiscal Year-End
Outstanding Equity Awards at Fiscal Year-End The following table shows outstanding restricted stock units and performance awards as of December 31, 2024.
Outstanding Equity Awards at Fiscal Year-End
| | Stock Awards | | | | | Name (a) | Number of Shares or Units of Stock That Have Not Vested1 (#) (g) | Market Value of Shares or Units of Stock That Have Not Vested1 ($) (h) | Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested2 (#) (i) | Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested3 ($) (j) | | A.G. Sulzberger | 26,897 | 1,399,989 | 229,326 | 11,936,418 | | Meredith Kopit Levien | 48,126 | 2,504,958 | 403,344 | 20,994,055 | | William Bardeen | 7,866 | 409,425 | 72,330 | 3,764,777 | | Diane Brayton | 11,327 | 589,570 | 96,316 | 5,013,248 | | Jacqueline Welch | 5,806 | 302,202 | 49,936 | 2,599,169 |
Outstanding Equity Awards at Fiscal Year-End
1.Market value at December 31, 2024 ($52.05 per share), the last trading day of our 2024 fiscal year. The vesting dates of the restricted stock unit awards are as follows:
Outstanding Equity Awards at Fiscal Year-End
| Vesting Date | A.G. Sulzberger | Meredith Kopit Levien | William Bardeen | Diane Brayton | Jacqueline Welch | | 2/18/25 | 2,902 | 6,535 | 572 | 1,185 | 711 | | 2/21/25 | 4,883 | 7,977 | 1,435 | 2,114 | 932 | | 2/22/25 | 4,671 | 8,829 | 618 | 1,898 | 1,148 | | 8/10/25 | — | — | 875 | — | — | | 2/21/26 | 4,884 | 7,977 | 1,435 | 2,115 | 933 | | 2/22/26 | 4,672 | 8,830 | 619 | 1,899 | 1,148 | | 8/10/26 | — | — | 876 | — | — | | 2/21/27 | 4,885 | 7,978 | 1,436 | 2,116 | 934 | | Total | 26,897 | 48,126 | 7,866 | 11,327 | 5,806 |
Outstanding Equity Awards at Fiscal Year-End
2.Represents the number of shares of Class A stock subject to outstanding stock-settled performance awards for the 2023-2025 and 2024-2026 performance cycles. In accordance with SEC requirements, values for these awards in columns (i) and (j) are reported at maximum (200%) level. The actual number of shares that will be issued will depend on three performance measures: cumulative adjusted operating profit, digital subscription revenue and TSR relative to companies in the Standard & Poor’s 500 Stock Index, each over the three-year period. 3.Market value of the shares included in column (i) at December 31, 2024 ($52.05 per share), the last trading day of our 2024 fiscal year. As of December 31, 2024, there were no outstanding stock options held by the executive officers.
Option Exercises and Stock Vested
Option Exercises and Stock Vested The following table shows amounts received upon vesting of restricted stock units during the fiscal year ended December 31, 2024, as well as shares of Class A stock paid out with respect to the stock-settled 2022-2024 performance awards. No executive officers held or exercised stock options in 2024.
Option Exercises and Stock Vested
| | Stock Awards1 | | | Name (a) | Number of Shares Acquired on Vesting (#) (d) | Value Realized on Vesting ($) (e) | | A.G. Sulzberger | 49,135 | 2,319,535 | | Meredith Kopit Levien | 108,974 | 5,150,957 | | William Bardeen | 10,255 | 491,208 | | Diane Brayton | 20,050 | 946,544 | | Jacqueline Welch | 13,188 | 623,332 |
Option Exercises and Stock Vested
1. “Stock Awards” include, for executives, shares of Class A stock paid out in early 2025 with respect to the stock-settled 2022-2024 performance awards. See “—Compensation Discussion and Analysis—Long-Term Incentive Compensation.” “Stock Awards” also include shares of Class A stock delivered during 2024 upon the vesting of restricted stock units for Mss. Kopit Levien (15,362), Brayton (3,082) and Welch (1,858) and Messrs. Sulzberger (7,572) and Bardeen (2,064). The dollar amounts presented in column (e) represent the market value of those shares of Class A stock as of the respective vesting dates.
Pension Benefits
Pension Benefits The following table shows the number of years of credited service and the actuarial present value of accumulated benefit under the Pension Plan and SERP II, as applicable, as of December 31, 2024, the measurement date for each plan, for each named executive officer who is a participant therein. Effective December 31, 2009, the Company froze the Pension Plan and SERP II, and effective December 31, 2012, the Company froze the Guild Pension Plan (a plan in which Mr. Sulzberger was a participant and which merged with the Pension Plan effective December 31, 2018), meaning no additional benefits accrue after such respective dates. Mss. Kopit Levien and Welch do not participate in the Pension Plan or SERP II, which were frozen prior to their joining the Company.
Pension Benefits
| Name (a) | Plan Name (b) | Number of Years Credited Service (#)1 (c) | Present Value of Accumulated Benefit ($)2 (d) | Payments During Last Fiscal Year ($) (e) | | A.G. Sulzberger | Pension Plan 3 | 2 | 13,011 | — | | William Bardeen | Pension Plan 3 | 5 | 65,684 | — | | Diane Brayton | Pension Plan 3 | 6 | 109,949 | — | | | SERP II 4 | 6 | 2,216 | — |
Pension Benefits
1.Years of credited service are determined as of the respective dates the Company froze accruals for the participant under the applicable plan (December 31, 2012, in the case of Mr. Sulzberger who originally was a participant in the Guild Pension Plan, and December 31, 2009, in the case of Mr. Bardeen and Ms. Brayton). 2.The assumed retirement age used to calculate the actuarial present value of each named executive officer’s accumulated benefit is the age at which the named executive officer would be eligible to receive unreduced benefits. For a discussion of the assumptions used in calculating the valuation, see footnote 4 to the Summary Compensation Table above and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and Note 9 of the Notes to the Consolidated Financial Statements in our Annual Report on Form 10-K for the fiscal year ended December 31, 2024. The present value amounts are estimates only, and do not necessarily reflect the actual amounts that will be paid to the named executive officers. 3.The Pension Plan is a frozen defined benefit pension plan that is intended to qualify for favorable tax treatment under Section 401(a) of the Internal Revenue Code. Mr. Sulzberger, Mr. Bardeen and Ms. Brayton are participants in the Pension Plan, with Mr. Sulzberger’s benefit determined under the Guild Pension Plan formula. Pension Plan benefits are based on years of credited service as of, in the case of Mr. Sulzberger, December 31, 2012, and in the case of Mr. Bardeen and Ms. Brayton, December 31, 2009, and average compensation in the highest 60 consecutive calendar months of earnings during the 120 consecutive months ended on or before the respective dates the plan was frozen for such individuals, in each case, limited each year in accordance with applicable Internal Revenue Service rules ($250,000 in 2012, and $245,000 in 2009, the last respective relevant years). Pension plan benefits are payable at age 65 (unless the participant is eligible for early retirement and elects to commence payment before age 65). The normal payment form is a straight life annuity for unmarried participants and a joint and 50% spouse’s annuity for married participants. A variety of other payment forms are available. 4.SERP II is a frozen nonqualified defined benefit pension plan. SERP II was designed to provide participants with the additional benefits they would have received under the Pension Plan but for the limitations on the amount of earnings that could be taken into account under that plan. Ms. Brayton is a participant in SERP II and her benefit is to be paid following her separation from service and is expected to be payable in a lump sum.
Nonqualified Deferred Compensation
Nonqualified Deferred Compensation The following table shows Company and participant contributions, earnings and balances as of year-end under the Restoration Plan.
Nonqualified Deferred Compensation
| Name (a) | Plan | Executive Contributions in Last FY ($)1 (b) | Registrant Contributions in Last FY ($)2 (c) | Aggregate Earnings in Last FY ($)3 (d) | Aggregate Withdrawals/ Distributions in Last FY ($) (e) | Aggregate Balance at Last FYE ($) (f) | | A.G. Sulzberger | Restoration Plan | — | 50,928 | 23,754 | — | 397,913 | | Meredith Kopit Levien | Restoration Plan | — | 87,184 | 52,526 | — | 874,509 | | William Bardeen | Restoration Plan | — | 16,323 | 14,161 | — | 234,241 | | Diane Brayton | Restoration Plan | — | 38,125 | 24,174 | — | 402,046 | | Jacqueline Welch | Restoration Plan | — | 27,978 | 4,034 | — | 71,685 |
Nonqualified Deferred Compensation
1.Participants are not permitted to make contributions under the Restoration Plan. 2.The Company’s contributions to the named executive officers’ accounts under the Restoration Plan are included in column (i), and the portion of earnings credited to such account that are above-market earnings under SEC rules are included in column (h), of the Summary Compensation Table. See footnotes 3 and 4 to the Summary Compensation Table. 3.Participants’ accounts under the Restoration Plan are credited with interest on a daily basis at a rate based on the yield of the Bloomberg US Long Credit Bond Index, or a successor index, as of the last business day in October of the preceding plan year. For 2024, the interest rate was 6.52%.
Potential Payments Upon Termination or Change in Control
Potential Payments Upon Termination or Change in Control This section describes the compensation for the named executive officers assuming (i) a termination of the executive’s employment as a result of a termination, resignation, or death, disability or retirement; (ii) a change in control; or (iii) a termination of employment following a change in control, in all cases, as of December 31, 2024, the last day of our 2024 fiscal year. Ms. Kopit Levien’s Employment Agreement provides for severance in the case of termination of employment and the table below reflects the terms of such agreement. None of the other named executive officers have employment agreements. Certain elements of executive compensation are treated differently under various termination of employment scenarios or upon a change in control, as follows: •Current Compensation Components—Our current executive compensation consists primarily of a base salary, performance-based annual and long-term incentive compensation, and time-vesting restricted stock units. ◦Base salary is paid through the last day worked, regardless of the reason for termination of employment. ◦Performance awards—In the case of a termination of employment due to death, disability or retirement, an executive would be entitled to prorated portions of outstanding annual and long-term performance awards, based on the period worked, as and when they are paid to other executives. In all other circumstances, except as described in the footnotes in the table below in the case of a change in control, the executive must be employed by the Company on the date of payment in order to receive payout of the applicable award. ◦Restricted stock units—In the case of a termination of employment due to death or disability, all such unvested restricted stock units would immediately vest. In all other circumstances (including retirement, but other than a change in control), restricted stock units would be forfeited upon termination. Upon the occurrence of a change in control, restricted stock units would vest if not assumed by any successor entity, and if so assumed, would vest upon a termination under certain circumstances within 12 months. •Retirement benefits (Pension Plan and SERP II)—Benefits will be paid out as described above under “—Pension Benefits.” •Nonqualified deferred compensation (Restoration Plan)—The Restoration Plan has a five-year graded vesting schedule. As of December 31, 2024, each named executive officer is fully vested in his or her interests under the Plan. Upon termination of employment for any reason, participants in the Restoration Plan (or their beneficiaries, in the event of death) receive a lump-sum payment of their vested account balance. Participants’ accounts under these plans would vest upon a change in control. The following table and footnotes quantify, for each named executive officer, the payments and benefits that would be required to be paid under the Company’s compensation programs upon various scenarios for termination of employment or a change in control of the Company as of December 31, 2024, the last day of our 2024 fiscal year. Ms. Brayton was eligible to retire as of December 31, 2024, and accordingly, the payments and benefits to her in the case of a termination or resignation would be the same as in the case of retirement.
Payment Upon Termination or Change in Control Table
Payment Upon Termination or Change in Control Table
Payment Upon Termination or Change in Control Table
| Name | Termination ($) | Resignation ($) | Death, Disability or Retirement ($) | Change in Control1 ($) | Termination Upon Change in Control1 ($) | | A.G. Sulzberger | | | | | | | Salary | — | — | — | — | — | | Annual and long-term performance awards2 | — | — | 5,217,141 | 2,318,267 | 2,318,267 | | Restricted stock units3 | — | — | 1,399,989 | — | 1,399,989 | | Present value of Pension Plan benefits4 | 13,011 | 13,011 | 13,011 | — | 13,011 | | Nonqualified deferred compensation5 | 397,913 | 397,913 | 462,118 | — | 397,913 | | Meredith Kopit Levien6 | | | | | | | Salary | 1,187,500 | 1,187,500 | — | — | — | | Annual and long-term performance awards2 | 1,365,625 | 1,365,625 | 9,965,844 | 4,148,667 | 4,148,667 | | Restricted stock units3 | — | — | 2,504,958 | — | 2,504,958 | | Present value of Pension Plan benefits4 | N/A | N/A | N/A | N/A | N/A | | Nonqualified deferred compensation5 | 874,509 | 874,509 | 980,430 | — | 874,509 | | William Bardeen | | | | | | | Salary | — | — | — | — | — | | Annual and long-term performance awards2 | — | — | 1,684,834 | 742,749 | 742,749 | | Restricted stock units3 | — | — | 409,425 | — | 409,425 | | Present value of Pension Plan benefits4 | 65,684 | 65,684 | 65,684 | — | 65,684 | | Nonqualified deferred compensation5 | 234,241 | 234,241 | 261,180 | — | 234,241 | | Diane Brayton | | | | | | | Salary | — | — | — | — | — | | Annual and long-term performance awards2 | 2,329,506 | 2,329,506 | 2,329,506 | 966,247 | 966,247 | | Restricted stock units3 | — | — | 589,570 | — | 589,570 | | Present value of Pension Plan and SERP II benefits4 | 112,165 | 112,165 | 112,165 | — | 112,165 | | Nonqualified deferred compensation5 | 445,205 | 445,205 | 445,205 | — | 445,205 | | Jacqueline Welch | | | | | | | Salary | — | — | — | — | — | | Annual and long-term performance awards2 | — | — | 1,489,515 | 520,000 | 520,000 | | Restricted stock units3 | — | — | 302,202 | — | 302,202 | | Present value of Pension Plan benefits4 | N/A | N/A | N/A | N/A | N/A | | Nonqualified deferred compensation5 | 71,685 | 71,685 | 105,608 | — | 71,685 |
Payment Upon Termination or Change in Control Table
1.Amounts included under “Change in Control” include the incremental compensation that the named executive officers would receive as a result of a change in control and do not include compensation under existing programs they would receive as a result of their continued employment following a change in control. Amounts included under “Termination Upon a Change in Control” include the aggregate amount the named executive officer would receive as a result of the change in control and a termination in connection therewith. Under the 2020 Incentive Plan, upon the occurrence of a change in control, any performance-based awards will be deemed earned at the greater of target level and the actual performance level as of the date of the change in control with respect to all open performance periods, and will continue to be subject to time-based vesting following the change in control. Under the Restoration Plan, participants vest in their accounts upon a change in control. A change in control will generally be deemed to occur: •if a person or group (other than defined permitted holders) obtains the right or ability to elect or designate for election at least a majority of the Board; or •upon the consummation of any share exchange, consolidation or merger of the Company pursuant to which the Company’s common stock will be converted into cash, securities or other property or any sale, lease or other transfer of the consolidated assets of the Company and its subsidiaries substantially as an entirety; provided, however, that any such share exchange, consolidation or merger will not be a change in control if holders of the Company’s common stock immediately prior to such transaction collectively own, directly or indirectly, more than 50% of all classes of common equity of the continuing or surviving corporation or transferee or the parent thereof immediately after such transaction in substantially the same proportion as such ownership immediately prior to such share exchange, consolidation or merger. 2.The amounts shown under each column other than “Change in Control” represent, in the case of annual and long-term awards paid in February 2025, the actual amounts paid, and in the case of long-term performance awards payable in future years, a prorated portion of the target amounts (two-thirds of target for the 2023-2025 cycle and one-third of target for the 2024-2026 cycle). Actual payouts of such ongoing long-term performance awards would be made at the end of the relevant performance period and would depend on the Company’s achievement of the applicable targets. 3.The amounts shown for “Restricted stock units” represent the value of restricted stock units that would become deliverable in shares, based on the Company’s closing stock price on December 31, 2024 ($52.05), the last trading day of our 2024 fiscal year. In the case of a termination of employment due to death or disability, all unvested restricted stock units would immediately vest. In all other circumstances (including retirement), restricted stock units would be forfeited upon termination. Upon the occurrence of a change in control, restricted stock units would vest if not assumed by any successor entity, and if so assumed, would vest upon a termination under certain circumstances within 12 months. 4.The amounts shown above represent the actuarial present value of the aggregate anticipated annual payments under (a) the Pension Plan and (b) SERP II in the case of Ms. Brayton, assuming retirement at December 31, 2024. The present values in each case are based on the following anticipated annual payments pursuant to the terms of the Pension Plan and SERP II:
Payment Upon Termination or Change in Control Table
| A.G. Sulzberger | $2,296 | | William Bardeen | $9,511 | | Diane Brayton | $14,765 |
Payment Upon Termination or Change in Control Table
Although the total present value of retirement benefits is shown in the Payment Upon Termination or Change in Control Table, lump-sum payments are generally not permitted, except in very limited circumstances. Mr. Bardeen and Mr. Sulzberger are not yet eligible for retirement, and Ms. Kopit Levien and Ms. Welch do not participate in the Company-sponsored Pension Plan, which was frozen effective December 31, 2009. 5.The amounts shown represent the sum of the named executive officer’s vested Restoration Plan account balances. Because Messrs. Sulzberger and Bardeen and Mss. Kopit Levien and Welch are not yet eligible to retire, they would not be entitled to this Restoration Plan credit in the event of a termination on December 31, 2024, other than in the case of death. 6.Amounts included under “Termination” and “Resignation” for Ms. Kopit Levien reflect payments to which Ms. Kopit Levien would be entitled under her Employment Agreement in the event her employment is terminated by the Company without cause or she resigns for good reason, in each case, as defined in the Employment Agreement, or if the term of her employment expires following a notice on non-extension from the Company. In these circumstances, Ms. Kopit Levien would be entitled to receive an amount equal to 1.25 times the sum of her base salary and target annual incentive award.
CEO Pay Ratio
CEO Pay Ratio SEC rules require that we disclose the ratio of the annual total compensation for our President and Chief Executive Officer to that of our median compensated employee (the “CEO Pay Ratio”). The annual total compensation for 2024 for Ms. Kopit Levien and the Company’s median employee, calculated in accordance with SEC disclosure rules (and using the methodology described below), was $7,821,993 and $192,315 respectively, resulting in a CEO Pay Ratio of 41:1.
Pay Versus Performance
Pay Versus Performance In accordance with SEC proxy disclosure rules, the following disclosure provides information on the relationship between “compensation actually paid” (as discussed below) to our CEO and other named executive officers (“non-CEO NEOs”), and certain financial performance measures over the last five years.
Pay Versus Performance
| Year | Summary Compensation Table Total for CEO1 | | Compensation Actually Paid to CEO2 | | Average Summary Compensation Table Total for non-CEO NEOs3 | Average Compensation Actually Paid to non-CEO NEOs2 | Value of Initial Fixed $100 Investment Based On4 | | Net Income | Adjusted Operating Profit5 | | | Meredith Kopit Levien | Mark Thompson | Meredith Kopit Levien | Mark Thompson | | | Company TSR | Peer Group TSR | | | | (a) | (b) | (b) | (c) | (c) | (d) | (e) | (f) | (g) | (h) | (i) | | 2024 | $7,821,993 | n/a | $10,768,087.00 | n/a | $2,803,287 | $3,604,315 | $169 | $214 | $293,825 | $455,402 | | 2023 | $10,280,085 | n/a | $15,892,275 | n/a | $3,132,816 | $4,056,089 | $158 | $152 | $232,387 | $389,851 | | 2022 | $7,560,282 | n/a | $2,839,474 | n/a | $2,677,238 | $1,311,503 | $103 | $93 | $173,905 | $347,931 | | 2021 | $5,755,526 | n/a | $6,223,605 | n/a | $2,567,249 | $2,749,102 | $150 | $166 | $219,971 | $335,399 | | 2020 | $4,372,190 | $5,062,485 | $8,240,727 | $7,302,745 | $2,039,043 | $3,350,817 | $161 | $127 | $100,103 | $250,617 |
Pay Versus Performance
1.Effective September 8, 2020, Ms. Kopit Levien, who previously served as Chief Operating Officer, succeeded Mark Thompson as Chief Executive Officer. Amounts included for Ms. Kopit Levien for 2020 reflect her compensation for the full year; amounts for Mr. Thompson for 2020 reflect his service as Chief Executive Officer until September 8, 2020, when he left the Company. 2.Amounts included in columns (c) and (e) are referred to as “compensation actually paid” or “CAP” and have been calculated in accordance with SEC proxy disclosure rules. These amounts do not represent the actual amount of compensation earned by or paid to the executives during the applicable year and, in the case of equity-based compensation, do not reflect the value that will ultimately be realized under equity awards. In addition, changes in CAP reflect, among other things, year-over-year changes in the value of unvested equity-based awards. For performance-based equity awards, the estimate of year-end value is based upon the “probable outcome” of the performance conditions as of the end of the fiscal year. Given the methodology under which “compensation actually paid” is required to be calculated, these amounts are subject to significant fluctuation based on stock price volatility and varying levels of projected and actual achievement under performance-based equity awards. For a discussion of how the Compensation Committee assessed Company performance and the compensation of our named executive officers, see “—Compensation Discussion and Analysis.” The following table reconciles “compensation actually paid” to total compensation reported in the Summary Compensation Table for each of Ms. Kopit Levien and Mr. Thompson over the last five years:
Pay Versus Performance
| | Meredith Kopit Levien | | | | | Mark Thompson | | | 2024 | 2023 | 2022 | 2021 | 2020 | 2020 | | Total compensation as reported in SCT | $7,821,993 | $10,280,085 | $7,560,282 | $5,755,526 | $4,372,190 | $5,062,485 | | Adjustments(a) | | | | | | | | Deduct: Grant date fair value of equity awards in covered fiscal year as reported in SCT | $(5,365,630) | $(6,112,262) | $(4,058,961) | $(2,664,222) | $(2,232,818) | $(2,693,146) | | Add: Fair value of equity awards granted in covered fiscal year at end of year that are outstanding and unvested as of the end of the covered fiscal year | $6,743,609 | $8,102,516 | $2,916,184 | $2,870,597 | $3,132,763 | $293,138 | | Add: Change in fair value from end of prior fiscal year to vesting date for equity awards made in prior fiscal years that vested during covered fiscal year | $(343,982) | $489,554 | $(1,565,632) | $(261,307) | $493,045 | $1,265,922 | | Add: Change in fair value from end of prior fiscal year to end of covered fiscal year for equity awards made in prior fiscal years that were unvested at end of covered fiscal year | $1,902,985 | $3,130,030 | $(2,012,400) | $523,011 | $2,475,547 | $3,374,345 | | Add: Dividends or other earnings paid on equity awards in the covered fiscal year prior to the vesting date that are not otherwise included in the total compensation for the covered fiscal year | $9,112 | $2,352 | $— | $— | $— | $— | | Deduct: Fair value of equity awards forfeited in covered fiscal year determined at end of prior fiscal year | $— | $— | $— | $— | $— | $— | | Compensation Actually Paid | $10,768,087 | $15,892,275 | $2,839,474 | $6,223,605 | $8,240,727 | $7,302,745 |
Pay Versus Performance
a.Mr. Thompson did not, and Ms. Kopit Levien does not, participate in any defined benefit or pension plan and therefore no reconciliation is included in the table with respect to any such amounts. The following table reconciles “compensation actually paid” to total compensation reported in the Summary Compensation Table for the non-CEO NEOs (averaged) over the last five years:
Pay Versus Performance
| | Non-CEO NEOs (Average) | | | | | | | 2024 | 2023 | 2022 | 2021 | 2020 | | Total compensation as reported in SCT | $2,803,287 | $3,132,816 | $2,677,238 | $2,567,249 | $2,039,043 | | Adjustments | | | | | | | Deduct: Grant date fair value of equity awards in covered fiscal year as reported in SCT | $(1,575,152) | $(1,528,474) | $(1,134,879) | $(768,582) | $(570,236) | | Add: Fair value of equity awards granted in covered fiscal year at end of year that are outstanding and unvested as of the end of the covered fiscal year | $1,979,674 | $1,757,247 | $823,851 | $839,197 | $1,026,022 | | Add: Change in fair value from end of prior fiscal year to vesting date for equity awards made in prior fiscal years that vested during covered fiscal year | $(80,542) | $141,663 | $(469,556) | $(72,599) | $106,411 | | Add: Change in fair value from end of prior fiscal year to end of covered fiscal year for equity awards made in prior fiscal years that were unvested at end of current fiscal year | $474,953 | $648,786 | $(585,150) | $183,836 | $961,518 | | Deduct: Fair value of equity awards forfeited in covered fiscal year determined at end of prior fiscal year | $— | $(76,351) | $— | $— | $— | | Add: Dividends or other earnings paid on equity awards in the covered fiscal year prior to the vesting date that are not otherwise included in the total compensation for the covered fiscal year | $2,095 | $1,656 | $— | $— | $— | | Deduct: Aggregate change in actuarial present value of all defined benefit and actuarial pension plans as reported in SCT | $— | $(21,254) | $— | $— | $(211,942) | | Add: Aggregate service cost for pension plans | $— | $— | $— | $— | $— | | Compensation Actually Paid | $3,604,315 | $4,056,089 | $1,311,503 | $2,749,102 | $3,350,817 |
Pay Versus Performance
3.Non-CEO NEOs whose average compensation is reflected in columns (d) and (e) consist of A.G. Sulzberger and Diane Brayton for each of the years presented; William Bardeen for 2023-2024; Jacqueline Welch for 2021-2024; Roland Caputo for 2020-2023; and R. Anthony Benten, Senior Vice President, Treasurer and Chief Accounting Officer, for 2020. 4.Columns (f) and (g) (Company TSR and Peer Group TSR) reflect our TSR compared with that of the companies in the Standard & Poor’s 1500 Media and Entertainment Index (the “Peer Group Index”). The dollar amounts in columns (f) and (g) represent the value at the end of the applicable year of an assumed $100 investment in, respectively, the Company’s Class A stock and the Peer Group Index on the last trading day of 2019, assuming reinvestment of dividends. 5.SEC proxy disclosure rules require the CAP table to include a “company-selected measure.” We have included adjusted operating profit, defined as (i) revenues less (ii) total operating costs (excluding severance, depreciation and amortization, multiemployer pension plan withdrawal costs and special items). (See Appendix A for a calculation of adjusted operating profit and more information regarding a recent change in the Company’s financial statement presentation of total operating costs.) As discussed in the “Compensation Discussion and Analysis,” adjusted operating profit is a key measure used in determining payouts under our annual and long-term incentive compensation plans, and was determined to be the most important financial performance metric used to link performance to CAP for 2024.