DEF 14A of Fox Corp, Sep 26, 2024

DEF 14A of Fox Corp

Filed Sep 26, 2024 · FY20240001193125-24-226930

Open on EDGAR

  1. Board Nominees

    Board Nominees

  2. Board Nominees

    | Director Nominee | Director Since | Independent | Committee Memberships | | | | | | | A | C | NCG | | Lachlan K. Murdoch | 2019 | | | | | | Tony Abbott AC | 2023 | ✓ | | | ✓ | | William A. Burck | 2021 | ✓ | | Chair | ✓ | | Chase Carey | 2019 | ✓ | ✓ | ✓ | | | Roland A. Hernandez | 2019 | ✓ | Chair | | ✓ | | Margaret “Peggy” L. Johnson | 2023 | ✓ | ✓ | ✓ | | | Paul D. Ryan | 2019 | ✓ | | ✓ | Chair |

  3. Board Nominees

    A = Audit Committee C = Compensation Committee NCG = Nominating and Corporate Governance Committee

  4. Board Responsiveness

    Board Responsiveness Update on 2023 Stockholder Proposal Regarding Board Risk Oversight. As previously disclosed in our 2023 proxy statement, in response to a stockholder proposal from Arjuna Capital requesting that the Board issue a report on the merits of a risk oversight committee of the Board, the law firm of Cleary Gottlieb Steen & Hamilton LLP (“Cleary”) was retained to analyze and report on the Board’s existing risk oversight governance and practice, the allocation of responsibilities among the Board’s committees and the potential merits of establishing a standalone risk oversight committee. As part of this evaluation, Cleary reviewed the Board’s current risk oversight practices and division of responsibilities, benchmarked company practices across various indices, industry groups and peer companies, and consulted with Arjuna Capital and Open Mic. Cleary’s evaluation and report was completed and presented to the members of the Audit and Nominating and Corporate Governance Committees in February 2024. Following deliberations and consistent with Cleary’s findings outlined in the report, the Board determined that it will not establish a separate risk oversight committee. The Board’s current risk oversight responsibilities are appropriately and adequately allocated among its existing committees and the full Board, which the Board believes ensures all material aspects of risks and risk exposures are appropriately reviewed and addressed. Establishing a standalone risk committee would cause oversight redundancies, resulting in potential conflicts and inefficiencies without significant incremental benefit to the Company. This determination is consistent with the current practices of a significant majority of companies in the Russell 3000, S&P 500, and in particular in the Company’s industry and within its compensation peer group. We have communicated this determination to Arjuna Capital and Open Mic.

  5. Board Responsiveness

    | • | The Company’s annual bonus program and long-term equity-based program under the Fox Corporation 2019 Shareholder Alignment Plan (the “2019 SAP”) for its named executive officers rely on a number of diversified performance metrics. Collectively, the annual bonus program and equity-based awards granted under the 2019 SAP result in a significant portion of each named executive officer’s total compensation opportunity being dependent upon achievement of target financial performance, stock price appreciation, relative total shareholder returns and individual and group contributions. |

  6. Corporate Social Responsibility

    Corporate Social Responsibility In August 2024, FOX published its fifth annual Corporate Social Responsibility Report, which is available at foxcorporation.com . From the Company’s inception in March 2019, FOX has been dedicated to using its scale, platforms and reach to positively impact its colleagues, neighbors and communities. Our Corporate Social Responsibility Report provides a summary of our approach to corporate giving and our environmental, social and governance activities during fiscal 2024. Organized around five key areas, highlights include:

  7. Corporate Social Responsibility

    | • | Community Forward : philanthropic support through employee and corporate donations, leveraging the FOX Studio Lot as a resource for the local community, and public service announcements (or PSAs) and television coverage that spotlight key causes; |

  8. Corporate Social Responsibility

    | • | People Forward : providing training, opportunities and benefits to develop our employees professionally and personally, which garnered external recognition from workplace diversity organizations applauding FOX for being a top employer; |

  9. Corporate Social Responsibility

    | • | Sustainably Forward : operating efficiently and reducing environmental impacts associated with our operations; |

  10. Corporate Social Responsibility

    | • | Policy Forward : the ethical principles, policies and standards that guide our business practices, including guarding and defending our journalists in their search for the truth, and integrity in editorial guidelines, broadcast standards and advertising; and |

  11. Corporate Social Responsibility

    | | 2024 Proxy Statement | 5 |

  12. Corporate Social Responsibility

    | • | Data Forward : data privacy policies and data security programs designed to safeguard information against loss, theft and unauthorized use, disclosure or modification. |

  13. Corporate Social Responsibility

    Also, as discussed in our 2024 Corporate Social Responsibility Report, we have posted our Employment Information Report (EEO-1), showing the race, ethnicity and gender of our employees on the Company’s website at foxcorporation.com/eeo-1-data.

  14. Corporate Social Responsibility

    | 6 | | 2024 Proxy Statement |

  15. Corporate Social Responsibility

    The Board has nominated seven Director nominees for election at this Annual Meeting to hold office until the next annual meeting or until his or her successor is duly elected and qualified. If, for any reason, any of the Director nominees become unavailable for election, the proxy holders may exercise discretion to vote for a substitute nominee proposed by the Board. The information with respect to principal occupation or employment, other affiliations and business experience was furnished to the Company by the respective Director nominee. The ages shown are as of September 23, 2024. Each of the Director nominees has indicated that he or she will be able to serve if elected and has agreed to do so.

  16. Corporate Social Responsibility

    | Lachlan K. Murdoch Age: 53 Director Since: 2019 | Lachlan K. Murdoch has been Executive Chair of the Board since January 2019 and Chief Executive Officer of the Company since October 2018. Mr. L.K. Murdoch served as Executive Chairman of Twenty-First Century Fox, Inc. (“21CF”), the Company’s former parent, from 2015 to March 2019, its Co-Chairman from 2014 to 2015 and a Director since 1996. He served as Executive Chairman of NOVA Entertainment, an Australian media company, from 2009 to 2022 and has served as the Executive Chairman of Illyria Pty Ltd, a private company, since 2005. Mr. L.K. Murdoch was a Director of Ten Network Holdings Limited, an Australian media company, from 2010 to 2014 and its Non-Executive Chairman from 2012 to 2014, after serving as its Acting Chief Executive Officer from 2011 to 2012. He has served as a Director of News Corporation (“News Corp”) since 2013, where he served as its Co-Chairman from 2014 to 2023 and its Chair since 2023. Mr. L.K. Murdoch is the son of Mr. K. Rupert Murdoch, who stepped down as Chair and was appointed Chairman Emeritus of the Company in November 2023. Mr. L.K. Murdoch brings to the Board a wealth of knowledge regarding the Company’s operations and the media industry, as well as management and strategic skills. With his extensive experience leading the Company and 21CF and his expertise in the media industry, Mr. L.K. Murdoch leads the Board in developing corporate strategies, directing the corporate agenda and overseeing the Company’s operations. | | Tony Abbott AC Age: 66 Director Since: 2023 | Tony Abbott AC has been a Director of the Company since November 2023 and serves as a member of the Nominating and Corporate Governance Committee. Mr. Abbott served as the 28 th Prime Minister of Australia from 2013 to 2015. Mr. Abbott was Leader of the Liberal Party of Australia from 2009 to 2015 and a member of parliament from 1994 to 2019. Mr. Abbott was an advisor to the UK Board of Trade from September 2020 to August 2024. In addition, he has served as the Australian Commissioner of the Global Tech Security Commission since 2023 and served on the Board of Trustees of the Global Warming Policy Foundation since 2023, the Advisory Board of The Alliance for Responsible Citizenship since 2023, the Council for the Australian War Memorial since 2019 and the Board of the Ramsay Center for Western Civilisation since 2016. Mr. Abbott brings to the Board decades of executive leadership, expertise in matters of trade, economic and public policy, and a strong international business development network. | | William A. Burck Age: 53 Director Since: 2021 | William A. Burck has been a Director of the Company since June 2021 and serves as Chair of the Compensation Committee and as a member of the Nominating and Corporate Governance Committee. Mr. Burck is Global Co-Managing Partner of the law firm Quinn Emanuel Urquhart & Sullivan, LLP, where he has been a partner since 2012. Mr. Burck served as Deputy Staff Secretary, Special Counsel and Deputy White House Counsel to President George W. Bush from 2005 to 2009. Mr. Burck previously served in the Criminal Division of the U.S. Department of Justice, as an Assistant United States Attorney in the Southern District of New York, and as a law clerk for Supreme Court Justice Anthony M. Kennedy. Mr. Burck is a leading trial lawyer and corporate counselor who brings to the Board his decades of experience advising companies, boards of directors, senior executives and government officials in complex litigation and business matters. His experience, including government service, strengthens the Board’s insight on regulatory issues and important constitutional questions. |

  17. Corporate Social Responsibility

    | | 2024 Proxy Statement | 7 |

  18. Corporate Social Responsibility

    | Chase Carey Age: 70 Director Since: 2019 | Chase Carey has been a Director of the Company since March 2019. Mr. Carey is the Lead Independent Director and serves as a member of the Audit Committee and the Compensation Committee. He served as Chief Executive Officer of Formula 1 Group from 2017 to 2021 and as its Chairman from 2016 to 2022. Mr. Carey served 21CF in numerous roles, including as Vice Chairman of the 21CF Board from July 2016 to March 2019, Executive Vice Chairman from July 2015 through June 2016, President and Chief Operating Officer and Deputy Chairman from 2009 through June 2015, Co-Chief Operating Officer from 1996 to 2002, a consultant from 2016 to 2018 and a Director from 1996 to 2007. Mr. Carey served on the Supervisory Board of Sky Deutschland, a German media company, from 2010 to 2014 and as its Chairman from 2010 to 2013. Mr. Carey was a Director of Sky plc from 2003 to 2009 and from 2013 to 2018. He was a Director of Saban Capital Acquisition Corp. from 2016 to 2019 and Chief Executive Officer, President and a Director of DIRECTV from 2003 to 2009. Mr. Carey provides the Board with extensive executive experience and operational expertise in the media and sports industries. Having served in a variety of leadership positions at 21CF and its affiliates for over 30 years, Mr. Carey has a broad and deep understanding of the Company and its operations. | | Roland A. Hernandez Age: 66 Director Since: 2019 | Roland A. Hernandez has been a Director of the Company since March 2019 and serves as Chair of the Audit Committee and as a member of the Nominating and Corporate Governance Committee. Since 2001, Mr. Hernandez has been the Founding Principal and Chief Executive Officer of Hernandez Media Ventures, a company engaged in the acquisition and management of media assets. Mr. Hernandez was President and Chief Executive Officer of Telemundo Group, Inc. from 1995 to 2000 and its Chairman from 1998 to 2000. Mr. Hernandez also serves on the Board of Directors of U.S. Bancorp and Take-Two Interactive Software, Inc. Mr. Hernandez previously served on the Boards of Directors of Belmond Ltd., MGM Resorts International, The Ryland Group, Inc., Sony Corporation, Vail Resorts, Inc. and Wal-Mart Stores Inc. He serves on the Advisory Board of Harvard Law School. As a veteran media owner and executive, Mr. Hernandez offers strong leadership, operational and strategic expertise. His significant experience on public company boards of directors is a valuable resource to the Board, in particular relating to financial reporting, accounting and corporate governance matters. | | Margaret “Peggy” L. Johnson Age: 62 Director Since: 2023 | Margaret “Peggy” L. Johnson has been a Director of the Company since November 2023 and serves as a member of the Audit Committee and the Compensation Committee. Ms. Johnson has been the Chief Executive Officer of Agility Robotics, a robotics engineering company, since March 2024. Ms. Johnson previously served as the Chief Executive Officer of Magic Leap, Inc., a U.S. augmented reality company, from August 2020 to October 2023. She served as Executive Vice President of Business Development at Microsoft Corporation, where she was responsible for strategic deals and partnerships across various industries, from 2014 to 2020. Before Microsoft, Ms. Johnson was Executive Vice President of Qualcomm Technologies, Inc. and President of Global Market Development at Qualcomm Incorporated. Ms. Johnson has served on the Board of Directors of BlackRock, Inc. since 2018 and served on the Board of Directors of Live Nation Entertainment, Inc. from 2013 to 2018. She was an Advisor to Huntington’s Disease Society of America, San Diego Chapter from 2010 to 2020. Ms. Johnson brings to the Board a wealth of expertise and leadership experience across the technology sector, providing the Company with unique insight into emerging technologies and over three decades of business operations and strategic development experience. |

  19. Corporate Social Responsibility

    | 8 | | 2024 Proxy Statement |

  20. Corporate Social Responsibility

    | Paul D. Ryan Age: 54 Director Since: 2019 | Paul D. Ryan has been a Director of the Company since March 2019 and serves as Chair of the Nominating and Corporate Governance Committee and a member of the Compensation Committee. He is a General Partner of the private equity firm Solamere Capital, LLC and Chair of the firm’s Executive Partner Group. He is Vice Chairman of Teneo Strategy LLC and also serves on the Advisory Boards of Robert Bosch Gmbh and Paradigm Operations L.P. and the Boards of Directors of Xactus (formerly UniversalCIS) and SHINE Medical Technologies, LLC. Mr. Ryan served as Chairman of the Board of Directors of Executive Network Partnering Corporation from 2020 to 2022. He has been a Professor of the Practice, Political Science and Economics, at the University of Notre Dame since 2019. Mr. Ryan was the 54 th Speaker of the U.S. House of Representatives from 2015 to 2019, Chairman of the House Ways and Means Committee from January 2015 to October 2015 and Chairman of the House Budget Committee from 2011 to 2015. Mr. Ryan served as a Member of the U.S. House of Representatives from 1999 to 2019. In 2012, he was selected to serve as former Governor Mitt Romney’s Vice-Presidential nominee. A proven leader and policy expert, Mr. Ryan’s extensive experience provides the Company with perspectives on strategy and operations in regulated industries. He offers the Board valuable insight on leadership, public policy and strategic development. |

  21. Corporate Social Responsibility

    | The Board unanimously recommends a vote “FOR” the election of each of the nominees listed above. |

  22. Corporate Social Responsibility

    | | 2024 Proxy Statement | 9 |

  23. Corporate Social Responsibility

    Commitment to Corporate Governance and Ethical Compliance. The Company is committed to maintaining robust governance practices and a strong ethical culture that benefit the long-term interests of our stockholders. The Company, along with the Board, regularly reviews, updates and enhances its corporate governance practices and compliance and training programs, as appropriate, in light of stockholder feedback, changes in applicable laws, regulations and stock exchange requirements, and the evolving needs of the Company’s business. The Company’s corporate governance and compliance practices include:

  24. Corporate Social Responsibility

    | • | Director Accountability. Each Board member is elected annually with a majority vote standard in uncontested elections, which includes a Director resignation policy as set forth in the Statement of Corporate Governance. |

  25. Corporate Social Responsibility

    | • | Independent Board Oversight. As outlined in the Statement of Corporate Governance, the independent Directors of the Board annually elect a Lead Independent Director who has substantive responsibilities and significant authority including over meeting schedules, agendas and information sent to the Board. The Board holds regular executive sessions of the independent Directors without management present and the Lead Independent Director presides over such sessions. |

  26. Corporate Social Responsibility

    | • | Independent Board Committees. Only independent Directors serve on the Board’s key committees. |

  27. Corporate Social Responsibility

    | • | Dual-Class Capital Structure. The Nominating and Corporate Governance Committee continues to consider the benefits and considerations of multi-class capital structures, including their effects on economic performance and investment in innovation, and the protections that such structures allow media companies to pursue independent journalism, and it continues to believe that a dual-class capital structure remains appropriate and in the best long-term interests of our stockholders. |

  28. Corporate Social Responsibility

    | • | Board Oversight of Risk. Although risk management is primarily the responsibility of the Company’s management, the Board is responsible for overseeing management’s identification, monitoring and management of risk. The Board does not view risk in isolation; it considers risks in making significant business decisions and as part of the Company’s overall business strategy. |

  29. Corporate Social Responsibility

    | • | The Board, with or through its committees as appropriate, regularly has discussions with and receives periodic updates from the Company’s Executive Chair and Chief Executive Officer, Chief Operating Officer, Chief Legal and Policy Officer, Chief Financial Officer and other members of senior management regarding significant risks to the Company, including in connection with the annual review of the Company’s business plan and its review of budgets, strategy and major transactions. These discussions include operational, strategic, legal and regulatory, financial, reputational and sustainability and corporate social responsibility risks, and the plans to address these risks. The independent Directors also discuss the Company’s significant risks when they meet in executive session without management. |

  30. Corporate Social Responsibility

    | • | In addition, each of the Board’s committees assists the Board in overseeing the management of the Company’s risks within the areas delegated to that committee by providing guidance and reports to the full Board with respect to these risks as appropriate. The Audit Committee is responsible for (i) overseeing the Company’s policies and practices with respect to risk assessment and risk management, including with respect to cybersecurity and the use of artificial intelligence, (ii) overseeing the Company’s financial and other major risk exposures and the steps taken to monitor and control them, and (iii) providing guidance to the Board on such matters. The Compensation Committee has responsibility for monitoring risks associated with the design and administration of the Company’s compensation programs, and the Nominating and Corporate Governance Committee oversees risks relating to the Company’s corporate governance processes and sustainability and corporate social responsibility. Each committee has full access to management, as well as the ability to engage advisors. Each of the Board’s committees reviews its charter annually. |

  31. Corporate Social Responsibility

    | • | As previously disclosed in our 2023 proxy statement, in response to a stockholder proposal from Arjuna Capital requesting that the Board issue a report on the merits of a risk oversight committee of the Board, Cleary was retained to analyze and report on the Board’s existing risk oversight governance and practice, the allocation of responsibilities among the Board’s committees and the potential merits of establishing a standalone risk oversight committee. As part of this evaluation, Cleary reviewed the Board’s current risk oversight practices and division of responsibilities, benchmarked company practices across various indices, industry groups and peer companies, and consulted with Arjuna Capital and Open Mic. Cleary’s evaluation and report was completed and presented to the members of the Audit and Nominating and Corporate Governance Committees in February 2024. Following deliberations and consistent with Cleary’s findings outlined in the report, the Board determined that it will not establish a separate risk oversight committee. The Board’s current risk oversight responsibilities are appropriately and adequately allocated among its existing committees and the full Board, which the Board believes ensures all material aspects of risks and |

  32. Corporate Social Responsibility

    | reimbursement of all or any portion of any bonus paid to the Covered Officers with respect to the period in which the executive engaged in harassment, discrimination and/or retaliation, including the failure to respond to allegations or complaints of such behaviors. |

  33. Committees and Meetings of the Board of Directors

    | • | to review and approve equity awards and other fixed and performance-based compensation, benefits and terms of employment of the Company’s executive officers (as defined by SEC rules) and such other senior executives identified by the Compensation Committee after consultation with the Company’s Chief Executive Officer and other members of management; |

  34. Committees and Meetings of the Board of Directors

    | • | to review and approve employment and severance arrangements and obligations for executive officers, including employment agreements, separation agreements and similar plans or agreements; |

  35. Committees and Meetings of the Board of Directors

    | • | to review the Company’s recruitment, retention, compensation, termination and severance policies for senior executives; |

  36. Committees and Meetings of the Board of Directors

    During fiscal 2024, the Compensation Committee held four meetings. Pursuant to its charter, the Compensation Committee may delegate its authority to one or more subcommittees, members of the Board, the Chair of the Committee or officers of the Company, to the extent permitted by law, as it deems appropriate and in the best interests of the Company. The Compensation Committee has delegated to Messrs. L.K. Murdoch, Nallen and Tomsic the authority to make awards of restricted stock units and stock options, as applicable, within certain prescribed limits to certain eligible persons, other than Section 16 officers. Any awards made by Messrs. L.K. Murdoch, Nallen and Tomsic pursuant to this authority are reported to the Compensation Committee on an annual basis. Further discussion of the processes and procedures for the consideration and determination of the compensation paid to the named executive officers is found in the section titled “Compensation Discussion and Analysis.” Pursuant to its charter, the Compensation Committee has the sole authority to select, retain, oversee, terminate and approve the fees and other retention terms of any compensation consultants, outside legal counsel and any other experts or advisors as the Committee may deem appropriate in its sole discretion. The Board has retained Frederic W. Cook & Co., Inc. (“FW Cook”) to advise the Board and the Compensation Committee on its named executive officer and non-executive Director compensation practices and framework. FW Cook does not provide any other services to the Company. In February 2024, the Board considered FW Cook’s independence as the compensation consultant to the Board and the Compensation Committee by taking into account, among other things, the factors prescribed by the Nasdaq listing rules. Based on its evaluation, the Board determined that no conflict of interest exists. Nominating and Corporate Governance Committee. The Nominating and Corporate Governance Committee consists of Mr. Ryan, who serves as Chair, and Messrs. Abbott, Burck and Hernandez. The primary responsibilities of the Nominating and Corporate Governance Committee are:

  37. Compensation Design Principles

    | • | Our compensation program features a balanced combination of annual and long-term elements along with fixed and performance-based components. |

  38. Compensation Design Principles

    | • | We cap payouts for annual and long-term performance-based incentives and incorporate risk mitigation features into our compensation program. |

  39. Compensation Design Principles

    | Ensure policies and practices support long-term value creation for stockholders |

  40. Compensation Design Principles

    | • | Long-term performance-based incentives awarded to our named executive officers are based on challenging three-year performance objectives. |

  41. Compensation Design Principles

    | • | We use diversified performance metrics and set rigorous short- and long-term goals for our executives. |

  42. Compensation Design Principles

    | • | We do not provide any “single trigger” change in control severance benefits. |

  43. Compensation Design Principles

    | • | We do not pay excise tax gross-ups associated with change in control benefits. |

  44. Compensation Design Principles

    | • | We do not pay dividends on unvested equity awards. |

  45. Compensation Design Principles

    | Average of the Named Executive Officers as a Group | Percentage of Target Direct Compensation | At Risk? | Rationale | | Base Salary | 19% | No | Attract and retain quality executive talent | | Annual Incentive | 32% | Yes | Motivate achievement of pre-specified annual goals | | Performance-based Stock Units | 12% | Yes | Drive the achievement of: (1) long-term (three-year) operational, strategic goals that promotes the creation of sustainable stockholder value, and (2) relative stockholder return | | Performance Stock Options | 12% | Yes | Incentivize sustained share price growth by having the award vest only if FOX’s stock price achieves pre-specified goals; the value of the award increases in line with incremental stockholder value creation | | Restricted Stock Units | 25% | Yes | Support retention and the alignment of interests with long-term stockholders | | Total Direct Compensation | 100% | 81% | 81% of our named executive officers’ Total Direct Compensation is at risk, and 85% of our CEO’s Total Direct Compensation is at risk, meaning that realizable pay is conditioned on the achievement of short-and long-term goals |

  46. Compensation Design Principles

    The table above represents amounts approved by the Compensation Committee for fiscal 2024 for our ongoing named executive officers (Messrs. L.K. Murdoch, Nallen, Tomsic and Ciongoli) and does not take into consideration amounts paid to Mr. K.R. Murdoch in connection with his retirement and Mr. Dinh in connection with his transition. The aggregate cost of our fiscal 2024 target total direct named executive officer compensation (calculated with respect to our ongoing named executive officers) is approximately the 34 th percentile of our Peer Group (as defined below), which the Compensation Committee believes appropriately balances our need to engage an elite group of executives and our need to provide value to our stockholders. For further information, please see “Use of Information on Peer Companies and Industry Trends” below.

  47. Use of Information on Peer Companies and Industry Trends

    Use of Information on Peer Companies and Industry Trends A competitive compensation program is essential to attract and retain talented executives with the requisite skills and experience to successfully manage the Company’s businesses. The Company competes against a relatively small number of large, complex, diversified and publicly traded broadcasting, cable and satellite, and entertainment companies. The Compensation Committee considers the compensation practices of a peer group of companies (the “Peer Group”), FOX’s performance relative to the performance of members of the Peer Group, as well as evolving broad market practices to ensure that it remains informed of current developments when making compensation decisions. Because of the complex mix of

  48. Use of Information on Peer Companies and Industry Trends

    | 32 | | 2024 Proxy Statement |

  49. Use of Information on Peer Companies and Industry Trends

    industries and markets in which the Company operates, the Compensation Committee does not target any element of compensation or total compensation to a specific level relative to the Peer Group. The goal of the Compensation Committee is to provide total compensation packages that are competitive with prevailing practices in our industry and are reflective of FOX’s performance in our industry relative to the Peer Group. The Compensation Committee, with advice from FW Cook, its independent compensation consultant, annually reviews the Peer Group and approves updates to its composition as necessary to better reflect the Company’s competitive landscape and account for any corporate changes and reorganizations among members of the Peer Group as well as changes in relative size. For fiscal 2024, no changes were made to the Peer Group, which consisted of AMC Networks Inc., Charter Communications, Inc., Comcast Corporation, Liberty Global plc, Live Nation Entertainment, Inc., Netflix, Inc., Nexstar Media Group, Inc., Paramount Global, Sinclair Broadcast Group, Inc., Sirius XM Holdings, Inc., Warner Bros. Discovery, Inc. and The Walt Disney Company. When reviewing and approving the fiscal 2024 base salary, target non-equity incentive compensation and target long-term incentive compensation for our named executive officers, the Compensation Committee considered the compensation practices of the Peer Group. In addition, the Compensation Committee considered the cost to FOX for the compensation provided to our named executive officers in the aggregate, relative to the aggregate cost of the named executive officers of our Peer Group. In light of FOX’s unique named executive officer structure, the cross-functional roles assumed by each named executive officer and the significant tenure and history of many of our named executive officers, the Compensation Committee believes that evaluating the aggregate cost of compensation paid to our named executive officers relative to the aggregate cost borne by Peer Group companies appropriately assesses FOX’s compensation expenditures while avoiding comparisons among individual named executive officers that may not align with their roles or contributions to our business. While the Compensation Committee does not target the aggregate cost of named executive officer compensation to a specific range within the Peer Group, the aggregate cost of our fiscal 2024 target total direct named executive officer compensation (calculated with respect to our ongoing named executive officers (Messrs. L.K. Murdoch, Nallen, Tomsic and Ciongoli) is approximately the 34 th percentile of our Peer Group, which the Compensation Committee believes appropriately balances our need to recruit, retain and motivate an elite group of executives and our need to provide value to our stockholders.

  50. Annual Incentive Compensation

    Annual Incentive Compensation The named executive officers have a direct influence on our operations and strategy. The Compensation Committee believes that a significant portion of each named executive officer’s total compensation opportunity should be based on the Company’s financial and operating performance and progress against strategic goals and individual and group contributions. This framework fosters a performance-driven, pay-for-performance culture that aligns our named executive officers’ interests with those of our stockholders while also rewarding the named executive officers for superior individual and group achievements. The Compensation Committee thoroughly reviewed the fiscal 2024 annual non-equity incentive compensation program (the “Annual Incentive Compensation”) and, following this review, the Compensation Committee elected not to change the performance metrics under which the fiscal 2024 Annual Incentive Compensation would be assessed. Consistent with the prior fiscal year, the Compensation Committee determined that 75% of the fiscal 2024 Annual Incentive Compensation would be based on the Company’s achievement of Adjusted EBITDA 1 versus the budgeted Adjusted EBITDA goal, and 25% of the Annual Incentive Compensation would be based on qualitative factors, including each named executive officer’s contributions to the Company’s financial and non-financial objectives, individually and as a group. The Compensation Committee believes that Adjusted EBITDA is widely used by investors and stockholders to measure the Company’s performance and is a material driver in stockholder returns and therefore is the appropriate quantitative metric against which our named executive officers’ performance should be assessed. The target range of the Adjusted EBITDA metric established by the Compensation Committee is designed to drive total stockholder return for our stockholders by providing our named executive officers with rigorous, but achievable, short-term Company performance metrics. The Compensation Committee’s determination of the performance levels for the achievement of the financial performance metric are reflected in the table below, with performance that falls between the specified levels to be calculated on a linear basis:

  51. Annual Incentive Compensation

    | Performance Level | Performance Goal as a Percentage of Target Adjusted EBITDA | Payout as a Percentage of Financial Performance Portion of the Annual Incentive Compensation | | Maximum | 120% | 200% | | Target | 100% | 100% | | Threshold | 80% | 50% |

  52. Annual Incentive Compensation

    | 1 | “Adjusted EBITDA” is defined as revenues less operating expenses and selling, general and administrative expenses. Adjusted EBITDA does not include amortization of cable distribution investments, depreciation and amortization, restructuring, impairment and other corporate matters, equity earnings (losses) of affiliates, interest expense, net, non-operating other, net and income tax expense. Adjusted EBITDA is the aggregation of the Segment EBITDA of each of the Company’s operating segments. For a discussion of Adjusted EBITDA and a reconciliation of net income to Adjusted EBITDA, see pages 48-50 of the Company’s Annual Report on Form 10-K for the fiscal year ended June 30, 2024. |

  53. Annual Incentive Compensation

    | 34 | | 2024 Proxy Statement |

  54. Annual Incentive Compensation

    The Compensation Committee approved the following target and maximum Annual Incentive Compensation opportunities for each named executive officer for fiscal 2024.

  55. Annual Incentive Compensation

    | Named Executive Officer | Fiscal 2024 Target Annual Incentive Opportunity | Fiscal 2024 Maximum Annual Incentive Opportunity | | Lachlan K. Murdoch | 200% of Base Salary | 200% of Target | | John P. Nallen | 150% of Base Salary | 200% of Target | | Steven Tomsic | 157% of Base Salary | 200% of Target | | Adam Ciongoli | 157% of Base Salary | 200% of Target | | K. Rupert Murdoch* (former employee) | 120% of Base Salary | 200% of Target | | Viet D. Dinh* (former employee) | 100% of Base Salary | 200% of Target |

  56. Annual Incentive Compensation

    | * As previously disclosed, in recognition of Mr. K.R. Murdoch’s 71 years of service to the Company, the Company’s Board approved the payment of a prorated portion (38.25%) of his Annual Incentive Compensation in connection with his retirement, totaling $2.295 million. Additionally, in connection with Mr. Dinh’s separation, the Compensation Committee approved the payment of a pro-rated portion (50%) of Mr. Dinh’s Annual Incentive Compensation, totaling $1.5 million. |

  57. Quantitative Element of Annual Incentive Compensation

    Quantitative Element of Annual Incentive Compensation For fiscal 2024, the Compensation Committee set threshold and maximum performance levels and target performance range for Adjusted EBITDA for the quantitative element of the Annual Incentive Compensation opportunities as follows:

  58. Quantitative Element of Annual Incentive Compensation

    | Performance Level | Adjusted EBITDA (in billions) | Payout as a % of Target | | Maximum | $3.44 | 200% | | Target | $2.82 – $2.92 | 100% | | Threshold | $2.29 | 50% |

  59. Quantitative Element of Annual Incentive Compensation

    A narrow target range is used, rather than a fixed dollar goal, to address challenges associated with setting performance goals with precision and to avoid unintended windfalls or shortfalls in actual payouts to the named executive officers. The target range for the Annual Incentive Compensation was designed around a midpoint that reflects the Adjusted EBITDA target for FOX’s company-wide operating plan, which was reviewed and approved by the Compensation Committee in August 2023. This Adjusted EBITDA target reflects a rigorous target for fiscal 2024 predicated on underlying organic growth while also accounting for the absence of meaningful financially accretive, cyclical events, including the broadcast of a Super Bowl and a robust political cycle, both of which contributed to a higher Adjusted EBITDA target set in fiscal 2023. No quantitative portion of the Annual Incentive Compensation is payable below the threshold performance level and no additional amount is payable above the maximum performance level. The Company’s fiscal 2024 Adjusted EBITDA of $2.883 billion fell within the target performance range and therefore the Compensation Committee determined that the quantitative portion of the Annual Incentive Compensation was earned at 100% of the target range. The table below illustrates the calculation of the quantitative portion of our named executive officers’ Annual Incentive Compensation opportunity:

  60. Quantitative Element of Annual Incentive Compensation

    | Named Executive Officers | 75% of Target (Quantitative Portion) | Adjusted EBITDA Payout Multiplier | Annual Incentive Compensation Earned based on Quantitative Performance | | Lachlan K. Murdoch | $4,500,000 | 100% | $4,500,000 | | John P. Nallen | $2,250,000 | 100% | $2,250,000 | | Steven Tomsic | $2,062,500 | 100% | $2,062,500 | | Adam Ciongoli | $2,062,500 | 100% | $2,062,500 | | K. Rupert Murdoch* (former employee) | — | — | — | | Viet D. Dinh* (former employee) | — | — | — |

  61. Quantitative Element of Annual Incentive Compensation

    | * Actual Annual Incentive Compensation received by these executives were prorated at target, and were equal to $2.295 million for Mr. K.R. Murdoch and $1.5 million for Mr. Dinh. |

  62. Quantitative Element of Annual Incentive Compensation

    | | 2024 Proxy Statement | 35 |

  63. Qualitative Element of Annual Incentive Compensation

    Qualitative Element of Annual Incentive Compensation Additionally, when determining each named executive officer’s Annual Incentive Compensation, the Compensation Committee also considered the named executive officers’ performance, individually and collectively as a group, against the qualitative factors and related evaluation metrics established in advance by the Compensation Committee for fiscal 2024, as well as other factors the Compensation Committee in its discretion deemed relevant to the achievement of the qualitative element of the Annual Incentive Compensation. This assessment comprised 25% of the Annual Incentive Compensation determination. The performance factors underpinning this component of the Annual Incentive Compensation help focus the named executive officers on cross-functional strategic initiatives that are imperative to the Company’s continued long-term success. In order to evaluate the extent to which the performance factors were achieved for fiscal 2024, the Compensation Committee undertook a qualitative assessment of the Company’s performance and the performance of our named executive officers, individually and collectively as a group, taking into account the following qualitative factors and fiscal 2024 achievements:

  64. Qualitative Element of Annual Incentive Compensation

    | Qualitative Performance Factor | Fiscal 2024 Achievements | | On-screen leadership | • FOX News continued as the top-rated national cable news channel in Monday to Friday primetime viewing. In addition, FOX News finished fiscal 2024 as the #1 cable network in Monday to Friday primetime and total day viewing among total viewers. For the fiscal year, FOX News delivered primetime total viewership that beat the viewership of its closest cable news channel competitors and delivered ratings that were comparable to ratings delivered by the four broadcast networks. • FOX Sports was the industry leader in live events for the fifth consecutive calendar year with over 250 billion minutes of live sports viewing on the FOX Network. During the fiscal year, the NFL regular season on FOX averaged 19 million viewers, while the three NFC postseason games on FOX averaged 45 million viewers, including the most-watched NFC Championship game in over a decade. FOX’s America’s Game of the Week attracted its largest audience since 2015 and ranked as the #1 program in all of television for the 15th straight year among Adults 18-49. FOX aired the most-watched college football, men’s college basketball and women’s college basketball games across the regular season. The University of Michigan versus The Ohio State University football game on FOX was the most-watched college football regular-season game on any network since 2011 and the most-watched regular season college football game in FOX Sports history. FOX’s Big Noon Saturday continued as the #1 game window in all of college football. During the fiscal year, FOX also broadcast the 2023 FIFA Women’s World Cup , where the U.S. versus the Netherlands match on FOX set the record as the most-watched Women’s World Cup match on U.S. English language television. • Total view time on Tubi reached approximately 9.7 billion hours over the course of fiscal 2024, an increase of over 40% compared to the prior fiscal year. According to Nielsen’s The Gauge , Tubi was the most-watched FAST service in the U.S., reaching approximately 2.0% of total TV viewing minutes in June 2024 – tied with Disney+ and ahead of Roku, Max, Peacock, Paramount+ and Pluto. Tubi expanded its content library to over 260,000 movies and television episodes, including the premiere of over 140 new original titles throughout the fiscal year. Tubi also grew its linear streaming offerings to supplement its on-demand library, with the launch of over 60 sports, entertainment and local news channels to bring its total offering to over 280 channels as of the end of fiscal 2024. • FOX Television Stations remained #1 in the Adults 25-54 demographic in the 7-10am local news daypart for the fiscal year compared to ABC, CBS and NBC. | | Continued expansion and support for our growth and digital businesses | • Under new leadership and supported by a content library of over 260,000 movies and television episodes, Tubi delivered an increase in total view time of over 40%. This record engagement delivered record revenues, which grew 18% compared to the prior fiscal year. • The FOX Weather FAST service doubled its total view time compared to the prior fiscal year. • FOX News Digital remained the most-engaged brand in digital news, leading in total views, minutes spent and social interactions. |

  65. Qualitative Element of Annual Incentive Compensation

    | 36 | | 2024 Proxy Statement |

  66. Qualitative Element of Annual Incentive Compensation

    | | • FOX Sports, along with its partner, launched and broadcast the inaugural season of the UFL professional spring football league that combined the legacy operations of the Company’s United States Football League and the XFL. • FOX Television Stations grew and enhanced its digital offerings through the expansion and success of the FOX Local Extension (FLX) digital advertising platform as well as the continued rollout of local news content on connected televisions and FAST services in a number of markets. FOX Television Stations’ total view time through connected televisions for the period of March 2024 through June 2024 was approximately four times higher compared to the same period in the prior year. These initiatives led to FOX Television Stations’ digital advertising revenue growth of approximately 20% as compared to the prior fiscal year. | | Execute Strategic and Commercial Priorities | • The Company completed multi-year distribution and content licensing agreement renewals with key distribution partners, including a multi-year distribution and content licensing agreement renewal with SiriusXM. • FOX Entertainment successfully navigated the industry guild strikes of 2023, delivering a full season of primetime programing while returning original scripted content to the FOX Network in the spring of 2024. • During the fiscal year, FOX Sports and NASCAR extended their multi-series media rights agreement to carry 14 NASCAR Cup Series races, including practice and qualifying races for the Busch Light Clash, DAYTONA 500 and NASCAR All-Star Race, as well as exclusive rights for the entire 23-race NASCAR CRAFTSMAN Truck Series schedule from 2025 through 2031. | | Corporate culture and furthering our commitment to our environmental, social and governance agenda | • Our ESG commitments were once again recognized with an “A” rating from MSCI ESG Research and inclusion in the FTSE Russell’s FTSE4Good Index Series, which place the Company as a leader among its peers in terms of ESG rating scores. • Promoted culture and belonging through our approach to talent recruitment, development and retention; fostered employee career growth through increased enrollment in FOX leadership training programs and investment in our early career development and mentorship programs to build the pipeline of next generation of leaders; and grew the FOX Internship Program, welcoming approximately 600 students in fiscal year 2024. • Received recognition from several workplace inclusion organizations as follows: • FOX was recognized as Top LGBTQ+ Friendly Company, Top Hispanic, Black and Women Employer by DiversityComm for 2024. • FOX was appointed to the Military Friendly ® Employer list and named a Military Friendly ® Brand for 2024; FOX also was rated a 4-Star Employer by VETS Indexes. • FOX was named to Disability Equality Index’s “Best Places to Work for Disability Inclusion” list for 2024, continuing year-over-year recognition as a top scoring employer. • Submitted our second response to the CDP Climate Change Questionnaire, improving our score to a “B”; implemented new waste infrastructure at the FOX Studio Lot; and increased environmental awareness by partnering with One Tree Planted for the fifth consecutive year and through several Earth Month campaigns. • Published our third annual Political Activities Report. • Provided training to employees on FOX’s Standards of Business Conduct and other key policies that further integrity and ethics, including Preventing Harassment, Discrimination and Retaliation Policy. • Our Corporate Social Responsibility Report highlights these achievements, our investment in human capital resources, inclusion and diversity and more. Additionally, our Employment Information Report (EEO-1) highlights the diversity of our workforce. Both reports are published on our website. |

  67. Qualitative Element of Annual Incentive Compensation

    | | 2024 Proxy Statement | 37 |

  68. Qualitative Element of Annual Incentive Compensation

    In order to determine the extent to which the qualitative portion of the Annual Incentive Compensation was achieved, the Compensation Committee evaluated the previously-established qualitative performance factors against the fiscal 2024 achievements described above, as well as other factors that emerged over the course of the fiscal year that impacted the Company’s performance. The Compensation Committee weighted each qualitative performance factor equally when evaluating the achievement of such performance factor as a part of the entire qualitative portion of the Annual Incentive Compensation. In addition, the Compensation Committee determined that each of our ongoing named executive officers contributed equally to the achievements described above for each qualitative performance factor, and therefore the extent to which the qualitative performance factors were achieved was applied uniformly to the Annual Incentive Compensation of each ongoing named executive officer (Messrs. L.K. Murdoch, Nallen, Tomsic and Ciongoli). The Compensation Committee determined that the above-described achievements of the continuing named executive officers, individually and as a group, fully satisfied the previously-established qualitative performance objectives and therefore awarded 100% of the target qualitative portion of the Annual Incentive Compensation to the ongoing named executive officers (Messrs. L.K. Murdoch, Nallen, Tomsic and Ciongoli). In light of the Compensation Committee’s consideration of these factors, the Compensation Committee confirmed the payout multiples set forth below and calculated the Annual Incentive Compensation, which was paid in cash, as follows:

  69. Qualitative Element of Annual Incentive Compensation

    | | Quantitative Performance | | | Qualitative Performance | | | Total | | Named Executive Officers | 75% of Target | Multiple | Subtotal | 25% of Target | Multiple | Subtotal | | | Lachlan K. Murdoch | $4,500,000 | 100% | $4,500,000 | $1,500,000 | 100% | $1,500,000 | $6,000,000 | | John P. Nallen | $2,250,000 | 100% | $2,250,000 | $750,000 | 100% | $750,000 | $3,000,000 | | Steven Tomsic | $2,062,500 | 100% | $2,062,500 | $687,500 | 100% | $687,500 | $2,750,000 | | Adam Ciongoli | $2,062,500 | 100% | $2,062,500 | $687,500 | 100% | $687,500 | $2,750,000 | | K. Rupert Murdoch* (former employee) | $4,500,000 | — | — | $1,500,000 | — | — | $2,295,082 | | Viet D. Dinh* (former employee) | $2,250,000 | — | — | $750,000 | — | — | $1,500,000 |

  70. Qualitative Element of Annual Incentive Compensation

    | * The Target Annual Incentive Compensation opportunities for Messrs. K.R. Murdoch and Dinh reflect annualized amounts for the 2024 fiscal year. As previously disclosed, Total Annual Incentive Compensation received by these executives was prorated at target reflecting each executive’s departure. |

  71. Long-Term Equity-Based Incentive Awards

    Long-Term Equity-Based Incentive Awards The Compensation Committee believes that granting long-term equity-based incentive awards to our named executive officers aligns their compensation with the long-term performance of the Company and thereby links the named executive officers’ interests directly to those of the Company’s long-term stockholders. The Company’s compensation design principles are to drive performance without encouraging unnecessary risk taking, support long-term value creation for stockholders, and attract, retain and motivate top executive talent. Consequently, in August 2023, the Compensation Committee granted for fiscal 2024 a mix of long-term equity-based incentive awards focused on performance with the primary goal of enhancing alignment with the Company’s stockholders while also serving to reward performance and support retention. The mix of long-term equity-based incentive awards granted for fiscal 2024 is as follows:

  72. Long-Term Equity-Based Incentive Awards

    | • | Twenty-five percent (25%) of a named executive officer’s target long-term incentive award was granted as performance-based stock options with a three-year performance period (the “PSOs”). PSOs granted to our named executive officers will vest at the end of the three-year performance period and have a term of seven years thereafter. PSOs granted to our named executive officers vest only if, at any point during the three-year performance period, the closing price of the Class A Common Stock exceeds the exercise price of the PSO by at least 15% for at least 30 consecutive calendar days (the “Stock Hurdle”). The performance period for the PSOs granted in August 2023 remains open and the Stock Hurdle is subject to achievement. |

  73. Long-Term Equity-Based Incentive Awards

    | • | Twenty-five percent (25%) of a named executive officer’s target long-term incentive award was granted as performance-based restricted stock units (“PSUs”) with a three-year performance period. PSUs granted to our named executive officers will vest after three years based on achievement of targets for the following performance metrics: |

  74. Long-Term Equity-Based Incentive Awards

    | (a) Average annual adjusted earnings per share (“EPS”) growth, weighted 15%; |

  75. Long-Term Equity-Based Incentive Awards

    | (b) Average annual adjusted free cash flow (“FCF”) growth, weighted 15%; and |

  76. Long-Term Equity-Based Incentive Awards

    | (c) The Company’s three-year total stockholder return as measured against the three-year total stockholder return of the companies that comprise the Standard & Poor’s 500 Index (“Relative TSR”), weighted 70%. |

  77. Long-Term Equity-Based Incentive Awards

    | • | Fifty percent (50%) of a named executive officer’s target long-term incentive award was granted as time-vested restricted stock units (“RSUs”) that will vest in equal annual installments over a three-year period. |

  78. Long-Term Equity-Based Incentive Awards

    | 38 | | 2024 Proxy Statement |

  79. Long-Term Equity-Based Incentive Awards

    The Compensation Committee believes that allocating 50% of FOX’s long-term equity-based incentive awards as performance-based compensation appropriately aligns our named executive officers’ interests with those of FOX’s stockholders and is consistent with practices within the Peer Group, where performance-based equity makes up an average of approximately 50% of regular annual long-term equity-based incentive grant value. Collectively, the Compensation Committee allocated (a) 15% of the grant value of the performance-based portion of each named executive officer’s target long-term incentive award to Company financial performance and (b) 85% of the grant value to TSR, with approximately 60% of this value contingent on achievement of the Stock Hurdle. We refer to TSR and the Stock Hurdle collectively as the hurdled stock performance measures. The Compensation Committee selected the hurdled stock performance measures to strengthen the alignment of interests between the named executive officers and our stockholders. Company financial performance is measured through EPS and FCF. The Compensation Committee selected these metrics because it believes they support the Company’s long-term creation of stockholder value. EPS is one of the primary measures used by FOX’s investors and analysts to assess FOX’s and our management’s performance, and FCF gives a clear view of the Company’s ability to generate cash that can be used for investments in the business, returns to stockholders and other actions that enhance stockholder value. The Company adjusts EPS and FCF to ensure that the measurement of performance reflects factors that management can directly control and is not artificially inflated or diminished by factors unrelated to the ongoing operation of the business. This is intended to ensure that our named executive officers neither benefit from nor are penalized for unexpected or uncontrollable events or strategic decisions that are in the long-term interest of stockholders, but may have a negative or neutral effect on our named executive officers’ compensation and thus might drive decision-making that is not aligned with our stockholders’ interests. For the fiscal 2024-2026 performance period, in August 2023 each of our named executive officers except for Messrs. Ciongoli and Dinh received long-term equity-based incentive awards in the following aggregate target amount:

  80. Long-Term Equity-Based Incentive Awards

    | Named Executive Officer | Fiscal 2024-2026 Target Long-Term Incentive Award Opportunity | | Lachlan K. Murdoch | 367% of Base Salary | | John P. Nallen | 250% of Base Salary | | Steven Tomsic | 171% of Base Salary | | Adam Ciongoli (a) | 171% of Base Salary | | K. Rupert Murdoch (b) ( former employee ) | 140% of Base Salary | | Viet D. Dinh (c) ( former employee ) | — |

  81. Long-Term Equity-Based Incentive Awards

    | (a) Mr. Ciongoli received his fiscal 2024-2026 long-term equity-based incentive awards following the beginning of his employment with the Company, in December 2023. |

  82. Long-Term Equity-Based Incentive Awards

    | (b) Mr. K.R. Murdoch received retirement treatment for his fiscal 2024 long-term equity-based incentive awards under the 2019 SAP, pursuant to which 38.25% of such awards will continue to vest on their regularly scheduled vesting dates. |

  83. Long-Term Equity-Based Incentive Awards

    | (c) Mr. Dinh did not receive a fiscal 2024 long-term equity-based incentive award. |

  84. Long-Term Equity-Based Incentive Awards

    The grant date for the fiscal 2024 long-term equity-based incentive awards, as approved by the Compensation Committee, was one full trading day following the Company’s announcement of earnings for the previously completed quarter, with the exercise price of stock options set as the volume-weighted average price of the Class A Common Stock on Nasdaq on the date of grant and the number of RSUs and PSUs underlying each award determined based on the 20-day trailing average of the closing price of the Class A Common Stock as of the last day of the fiscal year. Upon the beginning of his employment with the Company, Mr. Ciongoli additionally received an award of restricted stock units with a grant date fair value of $2,350,000 in order to offset the value of forfeited awards from his prior employer (the “Make-Whole Award”). The Make-Whole Award vests in equal installments on each of June 30, 2024, June 30, 2025 and June 30, 2026.

  85. Long-Term Equity-Based Incentive Awards

    | | 2024 Proxy Statement | 39 |

  86. Vesting of Performance-Based Long-Term Equity-Based Incentive Awards for Fiscal 2022-2024 Performance Period

    Vesting of Performance-Based Long-Term Equity-Based Incentive Awards for Fiscal 2022-2024 Performance Period As previously disclosed in our proxy statement filed in connection with our 2021 Annual Meeting of Stockholders, in August 2021, the Compensation Committee granted long-term equity-based incentive awards that include PSUs (the “fiscal 2022 PSUs”) for the three-year performance period ended June 30, 2024 (the “fiscal 2022-2024” performance period). The fiscal 2022 PSUs vested based on the extent to which average annual adjusted EPS 2 growth (15%), average annual adjusted FCF 3 growth (15%), and the Company’s Relative TSR (70%) (collectively referred to as the “performance metrics”) were achieved over the fiscal 2022-2024 performance period. In August 2021, the Compensation Committee established the following performance levels and weightings for the fiscal 2022 PSUs’ performance metrics:

  87. Vesting of Performance-Based Long-Term Equity-Based Incentive Awards for Fiscal 2022-2024 Performance Period

    | | Fiscal 2022 – 2024 PSU Performance Metrics | | | | | Performance Levels | Adjusted EPS Growth (15% Weighting) | Adjusted FCF Growth (15% Weighting) | TSR (70% Weighting) (a) | Payout as a % of Target Opportunity | | Maximum | 11% | 7% | ≥ 75 th Percentile | 200% | | Target | 6% | 2% | 50 th Percentile | 100% | | Threshold | 1% | (3)% | <25 th Percentile | 0% |

  88. Vesting of Performance-Based Long-Term Equity-Based Incentive Awards for Fiscal 2022-2024 Performance Period

    | (a) TSR has a 50% payout at the 25 th Percentile. |

  89. Vesting of Performance-Based Long-Term Equity-Based Incentive Awards for Fiscal 2022-2024 Performance Period

    In August 2024, the Compensation Committee evaluated the average annual adjusted EPS growth, the average annual adjusted FCF growth and the Company’s three-year Relative TSR and approved the weighted payout of the three performance metrics (the “Final Performance Factor”) as set forth below.

  90. Vesting of Performance-Based Long-Term Equity-Based Incentive Awards for Fiscal 2022-2024 Performance Period

    | Performance Metrics | Target Performance | Actual Performance | Weighted Contribution | | Adjusted EPS Growth | 6% | 6.8% | 17% | | Adjusted FCF Growth | 2% | (7.7)% | 0% | | Relative TSR | 50 th Percentile | 32 th Percentile | 45% | | Final Performance Factor | | | 62% |

  91. Vesting of Performance-Based Long-Term Equity-Based Incentive Awards for Fiscal 2022-2024 Performance Period

    The weighted contribution disclosed in the table above reflects the percentage of the aggregate fiscal 2022 PSU performance achievement, factoring in the extent to which the applicable performance metric was achieved and the weighting placed on the applicable performance metric by the Compensation Committee. Based on the Company’s performance, the Compensation Committee determined a Final Performance Factor of 62% of target. As a result, the fiscal 2022 PSUs vested at 62% of the sum of the target number of shares of Class A Common Stock originally granted under such award plus the amount of dividend equivalents accrued on the award during the performance period. The ultimate performance payout for the fiscal 2022 PSUs reflects the initial rigor associated with the performance goals established by the Compensation Committee. Our named executive officers received shares of Class A Common Stock in respect of the fiscal 2022 PSUs determined by multiplying the

  92. Vesting of Performance-Based Long-Term Equity-Based Incentive Awards for Fiscal 2022-2024 Performance Period

    | 2 | “Adjusted EPS” is calculated by dividing adjusted net income by the number of shares of stock (or stock equivalents) of the combined classes of the Company’s common stock used in the Company’s audited consolidated financial statements for the fiscal year ended June 30, 2024 included in its Annual Report on Form 10-K (the “Financial Statements”) for the applicable fiscal year in determining diluted earnings per share, after adjusting for new share issuances and the effect of corporate reorganizations such as stock splits. Adjusted net income is determined by excluding net income effects of restructuring, impairment and other corporate matters, adjustments to equity earnings (losses) of affiliates, non-operating other, net, tax provisions and noncontrolling interest adjustments. The determination of Adjusted EPS may reflect such other adjustments that the Compensation Committee deems appropriate so that the measurement of performance against the performance metric is not distorted. The Compensation Committee did not make any such additional adjustments to Adjusted EPS in determining Adjusted EPS growth for the fiscal 2022-2024 performance period. |

  93. Vesting of Performance-Based Long-Term Equity-Based Incentive Awards for Fiscal 2022-2024 Performance Period

    | 3 | “Adjusted FCF” is calculated as net cash provided by operating activities as reported in the Financial Statements, less capital expenditures; comparable adjustments made to net income as reported in the Financial Statements in connection with the determination of adjusted net income will be made to FCF to the extent such adjustments impact FCF. The determination of Adjusted FCF may reflect such other adjustments to FCF that the Compensation Committee deems appropriate so that the measurement of performance against the performance metric is not distorted. The Compensation Committee did not make any such additional adjustments to FCF in determining Adjusted FCF growth for the fiscal 2022-2024 performance period. |

  94. Vesting of Performance-Based Long-Term Equity-Based Incentive Awards for Fiscal 2022-2024 Performance Period

    | 40 | | 2024 Proxy Statement |

  95. Vesting of Performance-Based Long-Term Equity-Based Incentive Awards for Fiscal 2022-2024 Performance Period

    target number of fiscal 2022 PSUs awarded (including accrued dividend equivalents) by the Final Performance Factor as follows:

  96. Vesting of Performance-Based Long-Term Equity-Based Incentive Awards for Fiscal 2022-2024 Performance Period

    | Named Executive Officers | Fiscal 2022 Target PSU Award Opportunity (# Shares) | Final Performance Factor | Fiscal 2022 Final PSU Award Shares Earned (# Shares) (a) | | Lachlan K. Murdoch | 73,313 | 62% | 47,504 | | John P. Nallen | 33,324 | 62% | 21,592 | | Steven Tomsic | 13,329 | 62% | 8,635 | | K. Rupert Murdoch ( former employee ) | 46,654 | 62% | 30,230 | | Viet D. Dinh (b) ( former employee ) | — | — | — |

  97. Vesting of Performance-Based Long-Term Equity-Based Incentive Awards for Fiscal 2022-2024 Performance Period

    | (a) The number of shares earned with respect to the 2022 PSU Awards includes additional shares of Class A Common Stock that reflect dividend equivalents accrued and settled at the time the underlying PSUs vested. |

  98. Vesting of Performance-Based Long-Term Equity-Based Incentive Awards for Fiscal 2022-2024 Performance Period

    | (b) In connection with his separation from the Company, Mr. Dinh’s Fiscal 2022 PSU Award did not have the opportunity to vest. |

  99. Framework for Fiscal 2025 Long-Term Equity-Based Incentive Awards

    Framework for Fiscal 2025 Long-Term Equity-Based Incentive Awards In order to maintain our pay for performance principles, the Compensation Committee granted equity-based awards for fiscal 2025 in a form consistent with those granted for fiscal 2024, as follows:

  100. Framework for Fiscal 2025 Long-Term Equity-Based Incentive Awards

    | • | Twenty-five percent (25%) of a named executive officer’s target long-term incentive award was granted as PSOs with a three-year performance period. PSOs granted to our named executive officers will vest at the end of the three-year performance period and have a term of seven years thereafter. PSOs granted to our named executive officers vest only if, at any point during the three-year performance period, the closing price of the Class A Common Stock exceeds the exercise price of the PSO by at least 15% for at least 30 consecutive calendar days. |

  101. Framework for Fiscal 2025 Long-Term Equity-Based Incentive Awards

    | • | Twenty-five percent (25%) of a named executive officer’s target long-term incentive award was granted as PSUs with a three-year performance period. PSUs granted to our named executive officers will vest after three years based on achievement of targets for the following performance metrics: |

  102. Framework for Fiscal 2025 Long-Term Equity-Based Incentive Awards

    | (a) Average annual adjusted EPS growth, weighted 15%; |

  103. Framework for Fiscal 2025 Long-Term Equity-Based Incentive Awards

    | (b) Average annual adjusted FCF growth, weighted 15%; and |

  104. Framework for Fiscal 2025 Long-Term Equity-Based Incentive Awards

    | (c) The Company’s Relative TSR, weighted 70%. |

  105. Framework for Fiscal 2025 Long-Term Equity-Based Incentive Awards

    | • | Fifty percent (50%) of a named executive officer’s target long-term incentive award was awarded in time-vested RSUs that will vest in equal annual installments over a three-year period. |

  106. Framework for Fiscal 2025 Long-Term Equity-Based Incentive Awards

    Collectively, the Compensation Committee allocated (a) 15% of the grant value of the performance-based portion of each named executive officer’s fiscal 2025 target long-term incentive award to Company financial projections and (b) 85% of the grant value to hurdled stock performance measures. Consistent with prior PSUs granted to our named executive officers, the PSU and PSO performance metrics for the fiscal 2025 program are designed to align to stockholder value creation while maintaining 50% of the award as performance-based compensation. The Compensation Committee believes maintaining 50% of FOX’s long-term equity-based incentive awards as performance-based compensation for fiscal 2025 appropriately aligns our named executive officers’ interests with those of FOX’s stockholders and is broadly consistent with peer practice.

  107. Employment Arrangements, Severance and Change in Control Arrangements

    Employment Arrangements, Severance and Change in Control Arrangements The Compensation Committee believes that employment agreements, which are broadly used in the media industry, are important tools to attract and retain executive talent. The Company and its subsidiaries maintain employment agreements with each of Messrs. L.K. Murdoch, Nallen, Tomsic and Ciongoli, the terms of which conclude on June 30, 2026 for Messrs. L.K. Murdoch and Tomsic, on June 30, 2025 for Messrs. Nallen, and November 30, 2026 for Mr. Ciongoli. The employment agreements generally provide for base salary, target Annual Incentive Compensation and target grants of long-term incentive awards for each year of the term of the respective agreement. The employment agreements also provide for severance protection in the event of a termination of the executive’s employment during the term and bind the executives to restrictive covenants in favor of the Company. None of the named executive officers’ employment agreements or other arrangements contain provisions that guarantee a payment upon a change in control of the Company. The employment agreements and severance arrangements contained therein are further described below in the sections titled “Employment Arrangements” and “Potential Payments Upon Termination.”

  108. Role of Compensation Consultant

    Role of Compensation Consultant The Compensation Committee has retained FW Cook to advise the Compensation Committee on its named executive officer and non-executive Director compensation practices and framework. For information on the Compensation Committee’s consideration of FW Cook’s independence, please see the section titled “Committees and Meetings of the Board of Directors – Compensation Committee.”

  109. Summary Compensation Table for the Fiscal Year Ended June 30, 2024

    Summary Compensation Table for the Fiscal Year Ended June 30, 2024 The following table, and the accompanying footnotes, set forth information with respect to total compensation for the fiscal years ended June 30, 2024, June 30, 2023 and June 30, 2022, respectively, for our named executive officers who served in such capacity during the 2024 fiscal year.

  110. Summary Compensation Table for the Fiscal Year Ended June 30, 2024

    | Name and Principal Position | Fiscal Year | Salary | Bonus | Stock Awards (a) | Option Awards (c) | Non-Equity Incentive Plan Compensation | Change in Pension Value and Nonqualified Deferred Compensation Earnings (d) | All Other Compensation (e) | Total | | Lachlan K. Murdoch Executive Chair and Chief Executive Officer | 2024 | $3,000,000 | $— | $9,349,947 | $2,750,000 | $6,000,000 | $904,000 | $1,802,078 | $23,806,025 | | | 2023 | $3,000,000 | $— | $9,168,582 | $2,750,000 | $4,447,500 | $646,000 | $1,765,820 | $21,777,902 | | | 2022 | $3,000,000 | $— | $8,211,824 | $2,750,000 | $6,270,000 | $ — | $1,516,857 | $21,748,681 | | John P. Nallen Chief Operating Officer | 2024 | $2,000,000 | $— | $4,249,971 | $1,250,000 | $3,000,000 | $1,733,000 | $145,356 | $12,378,327 | | | 2023 | $2,000,000 | $— | $4,167,486 | $1,250,000 | $2,223,750 | $924,000 | $117,350 | $10,682,586 | | | 2022 | $2,000,000 | $— | $3,732,621 | $1,250,000 | $3,135,000 | $ — | $105,073 | $10,222,694 | | Steven Tomsic Chief Financial Officer | 2024 | $1,750,000 | $— | $2,549,949 | $750,000 | $2,750,000 | $ — | $39,185 | $7,839,134 | | | 2023 | $1,750,000 | $— | $2,500,493 | $750,000 | $1,853,125 | $ — | $26,461 | $6,880,079 | | | 2022 | $1,500,000 | $— | $1,493,016 | $500,000 | $2,612,500 | $ — | $31,256 | $6,136,772 | | Adam Ciongoli Chief Legal and Policy Officer | 2024 | $1,016,346 | $— | $4,630,657(b) | $750,000 | $2,750,000 | $ — | $19,670 | $9,166,672 | | | | $— | $— | $ — | $ — | $ — | $ — | $ — | $— | | | | $— | $— | $ — | $ — | $ — | $ — | $ — | $— | | K. Rupert Murdoch Former Chair | 2024 | $1,923,077 | $2,295,082 | $6,466,372 | $2,122,314 | $ — | $8,130,000 | $233,098 | $21,169,943 | | | 2023 | $5,000,000 | $— | $5,834,521 | $1,750,000 | $4,447,500 | $5,709,000 | $200,879 | $22,941,900 | | | 2022 | $5,000,000 | $— | $5,225,715 | $1,750,000 | $6,270,000 | $ — | $191,059 | $18,436,774 | | Viet D. Dinh Former Chief Legal and Policy Officer | 2024 | $1,500,000 | $1,500,000 | $ — | $ — | $ — | $ — | $24,329,545 | $27,329,545 | | | 2023 | $3,000,000 | $— | $4,167,486 | $1,250,000 | $2,223,750 | $ — | $99,955 | $10,741,190 | | | 2022 | $3,000,000 | $— | $3,732,621 | $1,250,000 | $3,135,000 | $ — | $71,848 | $11,189,469 |

  111. Summary Compensation Table for the Fiscal Year Ended June 30, 2024

    | (a) This amount represents the aggregate grant date fair value of stock awards granted during the applicable fiscal year, assuming target performance for all PSUs. Assuming the maximum level of performance, the grant date fair value for the fiscal 2024 PSUs would be $7,271,146 for Mr. L.K. Murdoch; $3,305,075 for Mr. Nallen, and $1,982,992 for Mr. Tomsic. Assuming the maximum level of performance, the grant date fair value for the prorated portion of Mr. K.R. Murdoch’s fiscal 2024 PSUs that he retained upon his retirement would be $1,769,861. The actual value, if any, that the named executive officers will realize for these awards is a function of the value of the underlying shares if and when these awards vest and the level of attainment of the applicable performance targets. As a result of his separation from the Company, Mr. Dinh did not receive a fiscal 2024-2026 long-term equity-based incentive award. |

  112. Summary Compensation Table for the Fiscal Year Ended June 30, 2024

    | (b) The amount reported for Mr. Ciongoli reflects the award of restricted stock units granted to offset the value of awards forfeited from his prior employer. |

  113. Summary Compensation Table for the Fiscal Year Ended June 30, 2024

    | (c) The amounts set forth in the Option Awards column represent the aggregate grant date fair value of option awards granted during the applicable fiscal year estimated on the date of grant using the Black-Scholes option-pricing model plus, in the case of Mr. K.R. Murdoch, the incremental fair value of the adjustment thereto totaling approximately $372,314, as described below in the section titled “Potential Payments Upon Termination.” For stock options granted in fiscal 2024, the option awards will vest only if, at any point during the fiscal 2024-2026 performance period, the closing price of the Class A Common Stock exceeds the exercise price of the option awards by at least 15% for at least 30 consecutive calendar days. For additional information about the assumptions used in these calculations, please see Note 12 “Equity-Based Compensation” to the audited consolidated financial statements of the Company included in its Annual Report on Form 10-K for the fiscal year ended June 30, 2024, filed with the SEC on August 8, 2024. |

  114. Summary Compensation Table for the Fiscal Year Ended June 30, 2024

    | (d) The values reported in the Change in Pension Value and Nonqualified Deferred Compensation Earnings column are theoretical, as these amounts are calculated pursuant to SEC requirements and are based on a retirement assumption of age 60 or current age, if later, and other assumptions used in preparing the Company’s June 30, 2024 audited consolidated financial statements. The change in actuarial present value for each named executive |

  115. Summary Compensation Table for the Fiscal Year Ended June 30, 2024

    | 46 | | 2024 Proxy Statement |

  116. Summary Compensation Table for the Fiscal Year Ended June 30, 2024

    | officer’s accumulated pension benefits under the applicable Company pension plans from year to year as reported in the Summary Compensation Table is subject to interest rate volatility and may not represent, nor does it affect, the value that a named executive officer will actually accrue under the Company’s pension plans during any given fiscal year. The change in pension value in fiscal 2024 was primarily due to the accrual of an additional year of benefits and a change in the discount rate. Mr. K.R. Murdoch participated in Company pension plans until his retirement on November 17, 2023 at which point the value of his pension was fixed. The amount reflected in this column for Mr. K.R. Murdoch does not increase or otherwise impact the value of Mr. K.R. Murdoch’s pension from the Company. |

  117. Summary Compensation Table for the Fiscal Year Ended June 30, 2024

    | (e) All Other Compensation paid in fiscal 2024 is calculated based on the incremental cost to the Company and is comprised of the following: |

  118. Summary Compensation Table for the Fiscal Year Ended June 30, 2024

    | All Other Compensation | Lachlan K. Murdoch | John P. Nallen | Steven Tomsic | Adam Ciongoli | K. Rupert Murdoch | Viet D. Dinh | | Personal Use of Corporate Aircraft | $142,793 | $78,438 | $20,003 | $— | $190,347 | $60,714 | | Personal Use of Corporate Car/Car Allowance | $14,400 | $23,400 | $— | $— | $22,666 | $— | | Company Contributions to 401(k) Plan | $13,800 | $13,800 | $13,800 | $13,800 | $— | $13,800 | | Life Insurance Premium (1) | $5,382 | $29,718 | $5,382 | $5,870 | $20,085 | $5,031 | | Residential Security | $1,625,703 | $— | $— | $— | $— | $— | | Severance Payments | $— | $— | $— | $— | $— | $23,000,000 | | Consulting Fees | $— | $— | $— | $— | $— | $1,250,000 | | Total | $1,802,078 | $145,356 | $39,185 | $19,670 | $233,098 | $24,329,545 |

  119. Summary Compensation Table for the Fiscal Year Ended June 30, 2024

    | (1) Represents imputed income to the named executive officers under the Company’s executive life insurance program. |

  120. Grants of Plan-Based Awards During the Fiscal Year Ended June 30, 2024

    Grants of Plan-Based Awards During the Fiscal Year Ended June 30, 2024 The following table sets forth information with respect to grants of plan-based awards to the named executive officers during fiscal 2024.

  121. Grants of Plan-Based Awards During the Fiscal Year Ended June 30, 2024

    | Name | Grant Date | Estimated future payouts under non-equity incentive plan awards ($) | | | Estimated future payouts under equity incentive plan awards (#) | | | All Other Stock Awards: Number of Shares of Stock (#) | All Other Option Awards: Number of Securities Underlying Options (#) | Exercise Price of Option Awards ($) (c) | Grant Date Fair Value of Stock and Option Awards | | | | Threshold | Target | Maximum | Threshold | Target | Maximum | | | | | | Lachlan K. Murdoch | | $2,250,000 | $6,000,000 | $12,000,000 | | | | | | | | | | 8/9/2023 | | | | 28,860 | 82,458 | 164,917 | | | | $3,635,573 | | | 8/9/2023(a) | | | | | | | 164,917 | | | $5,714,374 | | | 8/9/2023(b) | | | | | | | | 264,169 | $34.84 | $2,750,000 | | John P. Nallen | | $1,125,000 | $3,000,000 | $6,000,000 | | | | | | | | | | 8/9/2023 | | | | 13,118 | 37,481 | 74,962 | | | | $1,652,537 | | | 8/9/2023(a) | | | | | | | 74,962 | | | $2,597,433 | | | 8/9/2023(b) | | | | | | | | 120,076 | $34.84 | $1,250,000 | | Steven Tomsic | | $1,031,250 | $2,750,000 | $5,500,000 | | | | | | | | | | 8/9/2023 | | | | 7,871 | 22,488 | 44,977 | | | | $991,496 | | | 8/9/2023(a) | | | | | | | 44,977 | | | $1,558,453 | | | 8/9/2023(b) | | | | | | | | 72,046 | $34.84 | $750,000 | | Adam Ciongoli | | $2,750,000 | $2,750,000 | $5,500,000 | | | | | | | | | | 12/1/2023(a) | | | | | | | 75,000 | | | $2,265,000 | | | 12/1/2023(d) | | | | | | | 78,333 | | | $2,365,657 | | | 12/1/2023(b) | | | | | | | | 109,970 | $34.84 | $750,000 | | K. Rupert Murdoch (e) | | $2,250,000 | $6,000,000 | $12,000,000 | | | | | | | | | | 8/9/2023 | | | | 18,366 | 52,473 | 104,946 | | | | $2,829,958(e) | | | 8/9/2023(a) | | | | | | | 104,947 | | | $3,636,414 | | | 8/9/2023(b) | | | | | | | | 168,107 | $34.84 | $2,122,314(f) | | Viet D. Dinh (g) | | $1,125,000 | $3,000,000 | $6,000,000 | | | | | | | | | | 8/9/2023 | | | | | | | | | | | | | 8/9/2023(a) | | | | | | | | | | | | | 8/9/2023(b) | | | | | | | | | | |

  122. Grants of Plan-Based Awards During the Fiscal Year Ended June 30, 2024

    | | 2024 Proxy Statement | 47 |

  123. Grants of Plan-Based Awards During the Fiscal Year Ended June 30, 2024

    | (a) Reflects the right to receive shares of Class A Common Stock that vest in equal installments on August 15 of each of 2024, 2025 and 2026 subject to continued employment through the applicable vesting date (unless otherwise accelerated upon certain qualifying terminations of employment). |

  124. Grants of Plan-Based Awards During the Fiscal Year Ended June 30, 2024

    | (b) Reflects stock options that become exercisable on August 9, 2026, based on the attainment of a 15% increase in the price of Class A Common Stock over the exercise price for at least 30 consecutive calendar days during the period from the date of grant to August 9, 2026. |

  125. Grants of Plan-Based Awards During the Fiscal Year Ended June 30, 2024

    | (c) The exercise price of the stock options is the volume-weighted average price of the Class A Common Stock on the date of grant. |

  126. Grants of Plan-Based Awards During the Fiscal Year Ended June 30, 2024

    | (d) Reflects the right to receive shares of Class A Common Stock that vest in equal installments on June 30 of each of 2024, 2025 and 2026 subject to continued employment through the applicable vesting date (unless otherwise accelerated upon certain qualifying terminations of employment). |

  127. Grants of Plan-Based Awards During the Fiscal Year Ended June 30, 2024

    | (e) Upon his retirement, Mr. K.R. Murdoch’s 2024 Annual Incentive Compensation was prorated, such that Mr. K.R. Murdoch was awarded 38.25%. In addition, Mr. K.R. Murdoch received retirement treatment for fiscal 2024 performance-based equity incentive awards under the 2019 SAP, pursuant to which 38.25% of such awards will continue to vest on their regularly scheduled vesting dates. The amount set forth includes the incremental fair value of the foregoing retirement treatment. |

  128. Grants of Plan-Based Awards During the Fiscal Year Ended June 30, 2024

    | (f) Upon his retirement, the exercise period of outstanding stock options granted to Mr. K.R. Murdoch in August 2023 was extended to the earlier of the fourth anniversary of Mr. K.R. Murdoch’s retirement or the conclusion of the original option term. The amount set forth includes the incremental fair value of the foregoing extension. |

  129. Grants of Plan-Based Awards During the Fiscal Year Ended June 30, 2024

    | (g) Upon his separation, Mr. Dinh’s 2024 Annual Incentive Compensation award was prorated, such that Mr. Dinh was awarded 50%. Mr. Dinh did not receive a fiscal 2024 long-term equity-based incentive award. |

  130. Outstanding Equity Awards at June 30, 2024

    Outstanding Equity Awards at June 30, 2024 The following table sets forth information with respect to each of the named executive officer’s outstanding share-based awards at June 30, 2024.

  131. Outstanding Equity Awards at June 30, 2024

    | Name | Option Awards | | | | Stock Awards | | | | | | Number of Shares Underlying Unexercised Options (#) Exercisable | Number of Shares Underlying Unexercised Options (#) Unexercisable | Option Exercise Price | Option Expiration Date | Number of Shares of Stock That Have Not Vested (#) (d) | Market Value of Shares of Stock That Have Not Vested ($) (e) | Equity Incentive Plan Awards: Number of Unearned Shares That Have Not Vested (#) (f) | Equity Incentive Plan Awards: Market Value of Shares of Stock That Have Not Vested ($) (e) | | Lachlan K. Murdoch | 576,701 | — | $40.26 | 3/18/2026 | 381,408 | $13,108,993 | 170,181 | $5,849,121 | | | 375,683 | — | $36.00 | 8/4/2026 | — | — | — | — | | | 401,459 | — | $26.12 | 8/3/2030 | — | — | — | — | | | — | 275,000 (a) | $34.83 | 8/3/2031 | — | — | — | — | | | — | 265,188 (b) | $33.50 | 8/8/2032 | — | — | — | — | | | — | 264,169 (c) | $34.84 | 8/9/2033 | — | — | — | — | | John P. Nallen | 288,350 | — | $40.26 | 3/18/2026 | 173,364 | $5,958,521 | 77,354 | $2,658,657 | | | 170,765 | — | $36.00 | 8/4/2026 | — | — | — | — | | | 182,481 | — | $26.12 | 8/3/2030 | — | — | — | — | | | — | 125,000 (a) | $34.83 | 8/3/2031 | — | — | — | — | | | — | 120,540 (b) | $33.50 | 8/8/2032 | — | — | — | — | | | — | 120,076 (c) | $34.84 | 8/9/2033 | — | — | — | — | | Steven Tomsic | 115,340 | — | $40.26 | 3/18/2026 | 95,055 | $3,267,040 | 46,411 | $1,595,146 | | | 68,306 | — | $36.00 | 8/4/2026 | — | — | — | — | | | 72,992 | — | $26.12 | 8/3/2030 | — | — | — | — | | | — | 50,000 (a) | $34.83 | 8/3/2031 | — | — | — | — | | | — | 72,324 (b) | $33.50 | 8/8/2032 | — | — | — | — | | | | 72,046 (c) | $34.84 | 8/9/2033 | — | — | — | — | | Adam Ciongoli | — | 109,970 (c) | $34.84 | 8/9/2033 | 128,303 | $4,409,774 | — | — | | K. Rupert Murdoch | 288,350 | — | $40.26 | 3/18/2026 | 30,230 | $1,039,005 | 75,346 | $2,589,642 | | | 239,071 | — | $36.00 | 8/4/2026 | — | — | — | — | | | 255,474 (a) | — | $26.12 | 11/17/2026 | — | — | — | — | | | — | 175,000 (b) | $34.83 | 11/17/2026 | — | — | — | — | | | — | 168,756 (c) | $33.50 | 11/17/2026 | — | — | — | — | | | — | 64,303 | $34.84 | 11/17/2027 | — | — | — | — | | Viet D. Dinh (g) | 187,427 | — | $40.26 | 3/18/2026 | — | — | — | — | | | 170,765 | — | $36.00 | 8/4/2026 | — | — | — | — |

  132. Outstanding Equity Awards at June 30, 2024

    | (a) Represents stock options granted pursuant to the 2019 SAP that became exercisable on August 3, 2024, based on (i) the attainment of a 15% increase in the price of Class A Common Stock over the exercise price for at least 30 consecutive calendar days during the period from the date of grant, August 3, 2021, to August 3, 2024 (which was achieved), and (ii) the applicable named executive officer’s continued employment through August 3, 2024. |

  133. Outstanding Equity Awards at June 30, 2024

    | (b) Represents stock options granted pursuant to the 2019 SAP that may become exercisable on August 8, 2025, based on (i) the attainment of a 15% increase in the price of Class A Common Stock over the exercise price for at least 30 consecutive calendar days during the period from the date of grant, August 8, 2022, to August 8, 2025 (which was achieved), and (ii) the applicable named executive officer’s continued employment through August 8, 2025. |

  134. Outstanding Equity Awards at June 30, 2024

    | 50 | | 2024 Proxy Statement |

  135. Outstanding Equity Awards at June 30, 2024

    | (c) Represents stock options granted pursuant to the 2019 SAP that may become exercisable on August 9, 2026, based on (i) the attainment of a 15% increase in the price of Class A Common Stock over the exercise price for at least 30 consecutive calendar days during the period from the date of grant, August 9, 2023, to August 9, 2026, and (ii) the applicable named executive officer’s continued employment through August 9, 2026. |

  136. Outstanding Equity Awards at June 30, 2024

    | (d) This amount, further detailed in the table below, includes the following: (i) FOX PSU Awards earned for the fiscal 2022-2024 performance period that ended on June 30, 2024 based on Company achievement of the Final Performance Factor, which vested on August 15, 2024 (“FOX 22 PSU”) – for further information, please see the discussion under the heading “Vesting of Performance-Based Long-Term Equity-Based Incentive Awards for Fiscal 2022-2024 Performance Period” in Compensation Discussion and Analysis, (ii) FOX RSU Awards granted pursuant to the 2019 SAP that vest in equal installments on August 15 of each of 2022, 2023 and 2024 (“FOX 22 RSU”); (iii) FOX RSU Awards granted pursuant to the 2019 SAP that vest in equal installments on August 15 of each of 2023, 2024 and 2025 (“FOX 23 RSU”) and (iv) FOX RSU Awards granted pursuant to the 2019 SAP that vest in equal installments on August 15 of each of 2024, 2025 and 2026 (“FOX 24 RSU”). In addition, the table below includes the additional units representing shares of Class A Common Stock that reflect dividend equivalents accrued with respect to all FOX 22 PSUs, FOX 22 RSUs, FOX 23 RSUs and FOX 24 RSUs. Dividend equivalents will settle when, and only to the extent that, the underlying RSUs and PSUs vest. |

  137. Outstanding Equity Awards at June 30, 2024

    | Name | Stock Awards | | | | | Award Type | Date of Grant | Number of Shares of Stock That Have Not Vested (#) | | Lachlan K. Murdoch | FOX 22 PSU | 8/3/2021 | 47,504 | | | FOX 22 RSU | 8/3/2021 | 51,084 | | | FOX 23 RSU | 8/8/2022 | 115,104 | | | FOX 24 RSU | 8/9/2023 | 167,716 | | John P. Nallen | FOX 22 PSU | 8/3/2021 | 21,592 | | | FOX 22 RSU | 8/3/2021 | 23,219 | | | FOX 23 RSU | 8/8/2022 | 52,319 | | | FOX 24 RSU | 8/9/2023 | 76,234 | | Steven Tomsic | FOX 22 PSU | 8/3/2021 | 8,635 | | | FOX 22 RSU | 8/3/2021 | 9,289 | | | FOX 23 RSU | 8/8/2022 | 31,391 | | | FOX 24 RSU | 8/9/2023 | 45,740 | | Adam Ciongoli | FOX 24 Sign-On | 12/1/2023 | 52,666 | | | FOX 24 RSU | 12/1/2023 | 75,637 | | K. Rupert Murdoch | FOX 22 PSU | 8/3/2021 | 30,230 |

  138. Outstanding Equity Awards at June 30, 2024

    | (e) Calculated using the closing price of the Company’s Class A Common Stock as reported on Nasdaq on June 28, 2024 of $34.37. |

  139. Outstanding Equity Awards at June 30, 2024

    | (f) Represents (i) FOX PSU Awards granted on August 8, 2022 for the fiscal 2023-2025 performance period that will vest on August 15, 2025 (“FOX 23 PSU”) and (ii) FOX PSU Awards granted on August 9, 2023 for the fiscal 2024-2026 performance period that will vest on August 15, 2026 (“FOX 24 PSU”). In addition, the number of FOX 23 PSUs and FOX 24 PSUs presented includes the additional units representing shares of Class A Common Stock that reflect dividend equivalents accrued with respect to all FOX 23 PSUs and FOX 24 PSUs. Dividend equivalents will settle when, and only to the extent that, the underlying PSUs vest. |

  140. Outstanding Equity Awards at June 30, 2024

    | (g) In connection with his separation from the Company, Mr. Dinh’s outstanding unvested equity awards were canceled as of August 31, 2023. |

  141. Outstanding Equity Awards at June 30, 2024

    | | 2024 Proxy Statement | 51 |

  142. Stock Vested and Option Exercises During the Fiscal Year Ended June 30, 2024

    Stock Vested and Option Exercises During the Fiscal Year Ended June 30, 2024 The following table sets forth information with respect to the vesting of equity awards for each of the named executive officers during fiscal 2024.

  143. Stock Vested and Option Exercises During the Fiscal Year Ended June 30, 2024

    | | Option Exercises | | Stock Awards | | | Name | Number of Shares Acquired on Exercise | Value Realized on Exercise | Number of Shares Acquired on Vesting | Value Realized on Vesting | | Lachlan K. Murdoch | — | — | 245,055 | $8,292,661 | | John P. Nallen | — | — | 111,388 | $3,769,370 | | Steven Tomsic | — | — | 49,694 | $1,681,645 | | Adam Ciongoli | — | — | 26,333 | $905,065 | | K. Rupert Murdoch | — | — | 301,292 | $9,689,914 | | Viet D. Dinh | 182,481 | $1,324,849 | 111,388 | $3,769,370 |

  144. Pension Benefits as of June 30, 2024

    Pension Benefits as of June 30, 2024 The following table sets forth information with respect to each Company plan that provides payments in connection with retirement with respect to each of the named executive officers.

  145. Pension Benefits as of June 30, 2024

    | Name (a) | Plan Name | Number of Years Credited Service | Present Value of Accumulated Benefit | Payments During Last Fiscal Year | | Lachlan K. Murdoch (b) | Qualified Pension Plan (c) | 9 | $118,000 | $ — | | | Supplemental Executive Retirement Plan | 9 | $71,000 | $ — | | | Individual Supplemental Executive Retirement Plan | 18 | $18,604,000 | $ — | | | Total | | $18,793,000 | $ — | | John P. Nallen | Qualified Pension Plan (c) | 30 | $1,619,000 | $ — | | | Supplemental Executive Retirement Plan | 30 | $665,000 | $ — | | | Individual Supplemental Executive Retirement Plan | 40 | $22,876,000 | $ — | | | Total | | $25,160,000 | $ — | | K. Rupert Murdoch (d) | Qualified Pension Plan (c) | 71 | $1,635,000 | $584,000 | | | Individual Supplemental Executive Retirement Plan | 71 | $135,078,000 | $18,992,000 | | | Total | | $136,713,000 | $19,576,000 |

  146. Pension Benefits as of June 30, 2024

    | (a) Messrs. Tomsic, Ciongoli and Dinh are not entitled to participate in the Company’s pension plans because they were closed to new employees at the time they joined the Company. |

  147. Pension Benefits as of June 30, 2024

    | (b) If Mr. L.K. Murdoch’s employment is terminated by the Company without cause or by Mr. L.K. Murdoch with good reason, Mr. L.K. Murdoch is entitled to additional age and service credits when calculating his pension benefits. Please see the section titled “Description of Pension Benefits.” The value of this benefit for Mr. L.K. Murdoch as of June 30, 2024 is $3.4 million. |

  148. Pension Benefits as of June 30, 2024

    | (c) Qualified pension plan includes benefits earned under two legacy pension plans assumed by FOX in connection with the Transaction. |

  149. Pension Benefits as of June 30, 2024

    | (d) Mr. K.R. Murdoch’s pension benefits are primarily from the ISERA (as defined below). The value of his benefit reflects his 71 years of dedicated service to the Company. As Mr. K.R. Murdoch retired on November 17, 2023, the value of his benefits reflect his actual retirement date and payment elections for the Qualified Pension Plan and the ISERA. |

  150. Description of Pension Benefits

    Description of Pension Benefits FOX maintains legacy pension benefits that were originally established by 21CF and assumed by FOX in connection with the Transaction. These are a legacy qualified pension plan (the “Qualified Pension Plan”), a legacy Supplemental Executive Retirement Plan (the “SERP”) and legacy Individual Supplemental Employee Retirement Agreements (the “ISERAs”) that provide enhanced retirement benefits.

  151. Description of Pension Benefits

    | 52 | | 2024 Proxy Statement |

  152. Description of Pension Benefits

    The Qualified Pension Plan is a broad-based, tax-qualified defined benefit plan maintained for employees hired before January 1, 2008, including Messrs. K.R. Murdoch, L.K. Murdoch, and Nallen. Under the Qualified Pension Plan, participants are generally entitled to receive unreduced benefits upon retirement at age 65 or later, paid in the form of a monthly annuity. The accrued benefit under the Qualified Pension Plan at normal retirement age for service after June 30, 1989 is generally equal to 1% of monthly compensation times years of service after June 30, 1989, plus 0.6% of average monthly compensation in excess of average covered compensation times such years of service, up to a maximum of 35 years (years of service includes service prior to June 30, 1989). For service prior to June 30, 1989, the accrued benefit is calculated under the prior plan formula and adjusted for the increase in average compensation. Average compensation is generally compensation reported on the participant’s W-2 form plus 401(k) plan or Section 125 deferrals, but does not include non-cash bonuses, for any 60 consecutive months during the participant’s last 120 months of service. The Company pays the entire cost of the benefits provided under the Qualified Pension Plan. Eligible compensation for purposes of the Qualified Pension Plan is limited by federal law. The SERP provides benefits to employees who participate in the Qualified Pension Plan but whose annual compensation exceeded the compensation limit imposed on the Qualified Pension Plan by the Internal Revenue Service ($345,000 in calendar year 2024), including Messrs. L.K. Murdoch and Nallen. The compensation limit for the SERP is capped at $100,000 in excess of the qualified pension limit imposed by the Internal Revenue Service (SERP cap is $445,000 in calendar year 2024). The benefits provided by the SERP are calculated using the same formula as the Qualified Pension Plan. Messrs. K.R. Murdoch, L.K. Murdoch, and Nallen also each participate in legacy ISERAs. The ISERA compensation limit for fiscal 2024 is between $2.3 million and $3.3 million, and varies by individual. The benefit provided under the ISERA is unreduced for early retirement beginning at age 60 and is paid as 100% joint and surviving spouse annuity, and the benefit can be paid in a lump sum or installments if so elected. This benefit is indexed annually at retirement to account for inflation. The ISERA also provides retirement health and life insurance benefits to the participating executives and their spouses. The SERP and the ISERA are nonqualified plans for tax purposes and are funded using a grantor trust. The assets in the grantor trust are unsecured funds of FOX and can be used to satisfy FOX’s obligations in the event of bankruptcy or insolvency. The assumed retirement age for Messrs. K.R. Murdoch and Nallen is their respective current age, as they are each currently entitled to unreduced pension benefits under the ISERA, while Mr. L.K. Murdoch’s is the age he is entitled to receive unreduced benefits from the ISERA.

  153. Potential Payments Upon Termination

    Potential Payments Upon Termination As noted in the section titled “Employment Arrangements,” the applicable employment agreements for Messrs. L.K. Murdoch, Nallen, Tomsic and Ciongoli and the terms and conditions of the Annual SAP Awards provide for certain payments and benefits upon a separation from the Company.

  154. Quantification of Payments

    | (a) Mr. Nallen is retirement eligible and is currently entitled to unreduced pension benefits under the ISERA. |

  155. CEO Pay Ratio

    CEO Pay Ratio In accordance with SEC rules, the Company is disclosing the ratio of the annual total compensation of the Chief Executive Officer to the annual total compensation of the Company’s median employee (excluding the Chief Executive Officer). This ratio is a reasonable estimate calculated in a manner consistent with SEC rules. In calculating this ratio, SEC rules allow companies to adopt a variety of methodologies, apply certain exclusions, and make reasonable estimates and assumptions reflecting their unique employee populations. Our reported pay ratio may not be comparable to that reported by other companies due to differences in industries, scope of international operations, business models and scale, as well as the different estimates, assumptions and methodologies applied by other companies in calculating their respective pay ratios. For fiscal 2024, the annual total compensation of the Chief Executive Officer was $23,806,025 and the annual total compensation of the median employee of the Company was $89,068, which resulted in a ratio of 267 to 1. The pay ratio is based on the Company’s payroll and employment records and the following methodology. The Company used May 10, 2024 as the date to determine the median employee. At that date, the Company had approximately 17,670 employees globally consisting of full-time, part-time and temporary employees. In determining the median employee, the Company excluded from its employee population all of its employees located in China (117), India (108), Israel (7), Italy (2) and the United Kingdom (30), which in aggregate represent less than 5% of our workforce under SEC rules. To identify the median employee, the Company reviewed data on base salary plus overtime, incentives and other allowances paid to employees during the fiscal year ended June 30, 2024. Base salaries were adjusted for full-time and part-time employees hired during the measurement period to reflect a full year of service. No cost-of-living adjustments were made in identifying the median employee. We believe that annual base salary plus overtime, incentives and other allowances is a consistently applied compensation measure at the

  156. CEO Pay Ratio

    | | 2024 Proxy Statement | 55 |

  157. CEO Pay Ratio

    Company and most appropriate for determining the median employee. After the median employee was identified, we calculated such employee’s annual total compensation using the same methodology used for the Company’s named executive officers as set forth in the Summary Compensation Table.

  158. Pay Versus Performance

    Pay Versus Performance In accordance with SEC rules, we are providing the following information regarding the relationship between compensation actually paid (as calculated in accordance with SEC rules) and our financial performance for fiscal 2024, 2023, 2022 and 2021. For further information on FOX’s variable pay-for-performance philosophy and alignment of executive compensation with FOX’s performance, please see “Compensation Discussion and Analysis” beginning on page 29. The following table sets forth additional compensation information for our Chief Executive Officer (our “Principal Executive Officer” or “PEO”) and named executive officers other than our PEO (“Other NEOs”), including the compensation actually paid (“CAP”) to our PEO and the average compensation actually paid (“Average CAP”) to our Other NEOs, as determined in accordance with SEC rules; total shareholder return (“TSR”); net income; and Adjusted EBITDA for the last four completed fiscal years:

  159. Pay Versus Performance

    | | | | | | Value of Initial Fixed $100 Investment Based On: | | | | | | Year | Summary Compensation Table Total for PEO (a) | Compensation Actually Paid to PEO (b) | Average Summary Compensation Table Total for Other NEOs (c) | Average Compensation Actually Paid to Other NEOs (b) | FOXA Total Shareholder Return | FOX Total Shareholder Return | Peer Group Total Shareholder Return (Compensation) | Net Income ($M) (d) | Company Selected Measure: Adjusted EBITDA ($M) | | 2024 | $23,806,025 | $19,270,338 | $15,576,723 | $9,575,879 | $136 | $127 | $105 | $1,501 | $2,883 | | 2023 | $21,777,902 | $22,853,700 | $12,811,439 | $11,604,501 | $132 | $124 | $94 | $1,239 | $3,191 | | 2022 | $21,748,681 | $17,353,546 | $11,496,427 | $9,235,001 | $123 | $114 | $81 | $1,205 | $2,955 | | 2021 | $27,675,399 | $37,579,846 | $15,863,914 | $18,404,816 | $140 | $133 | $142 | $2,150 | $3,087 |

  160. Pay Versus Performance

    | (a) Mr. L.K. Murdoch was the PEO for fiscal years ended June 30, 2024, 2023, 2022 and 2021. |

  161. Pay Versus Performance

    | (b) The amounts represent CAP to the PEO and Other NEOs, as computed in accordance with SEC rules. The amounts do not reflect the actual amount of compensation earned by or paid to the PEO and Other NEOs during the applicable year. In accordance with the requirements of Item 402(v) of Regulation S-K, the following adjustments were made to the PEO and Other NEOs total compensation to determine the CAP: |

  162. Pay Versus Performance

    | | PEO | Other NEOs | | | 2024 | 2024 | | Summary Compensation Table Total | $23,806,025 | $15,576,723 | | Less Change in Pension Value in SCT | $(904,000) | $(1,972,600) | | Plus Pension Service Cost | $680,000 | $0 | | Less Grant Date Fair Value of Option Awards and Stock Awards Granted in Fiscal Year | $(12,099,947) | $(4,553,851) | | Plus Fair Value at Fiscal Year-End of Outstanding and Unvested Option Awards and Stock Awards Granted in Fiscal Year | $10,407,297 | $2,776,789 | | Plus Change in Fair Value of Outstanding and Unvested Option Awards and Stock Awards Granted in Prior Fiscal Years | $(2,219,255) | $(824,540) | | Plus Fair Value at Vesting of Option Awards and Stock Awards Granted in Fiscal Year That Vested During Fiscal Year | $0 | $426,814 | | Plus Change in Fair Value as of Vesting Date of Option Awards and Stock Awards Granted in Prior Fiscal Years For Which Applicable Vesting Conditions Were Satisfied During Fiscal Year | $(399,781) | $(332,326) | | Less Fair Value as of Prior Fiscal Year-End of Option Awards and Stock Awards Granted in Prior Fiscal Years That Failed to Meet Applicable Vesting Conditions During Fiscal Year | $0 | $(1,521,130) | | Compensation Actually Paid | $19,270,338 | $9,575,879 |

  163. Pay Versus Performance

    | (c) The Other NEOs for fiscal year ended June 30, 2024 were Messrs. K. R. Murdoch, Nallen, Dinh, Tomsic and Ciongoli; for fiscal years ended June 30, 2023, 2022 and 2021 were Messrs. K.R. Murdoch, Nallen, Dinh and Tomsic. |

  164. Pay Versus Performance

    | (d) For purposes of this table, “$M” means millions of United States dollars. |

  165. Relationship of Compensation Actually Paid to

    Relationship of Compensation Actually Paid to

  166. Compensation Actually Paid vs. TSR

    Compensation Actually Paid vs. TSR

  167. Compensation Actually Paid vs. Net Income

    Compensation Actually Paid vs. Net Income

  168. Compensation Actually Paid vs. Net Income

    | 58 | | 2024 Proxy Statement |

  169. Director Compensation for the Fiscal Year Ended June 30, 2024

    Director Compensation for the Fiscal Year Ended June 30, 2024

  170. Director Compensation for the Fiscal Year Ended June 30, 2024

    | Name | Fees Earned or Paid in Cash ($) | Stock Awards(b) | All Other Compensation | Total | | Tony Abbott AC | $68,451 | $194,972 | N/A | $263,423 | | William A. Burck | $134,891 | $194,972 | N/A | $329,863 | | Chase Carey(a) | $124,334 | $194,972 | N/A | $319,306 | | Roland A. Hernandez | $150,000 | $194,972 | N/A | $344,972 | | Margaret “Peggy” L. Johnson | $80,897 | $194,972 | N/A | $275,869 | | Paul D. Ryan | $140,000 | $194,972 | N/A | $334,972 |

  171. Director Compensation for the Fiscal Year Ended June 30, 2024

    | (a) Excluded from the table are $1,214,958.94 in pension payments and imputed income under the Company’s executive health and welfare plans of $97,158 arising out of post-employment contractual obligations related to Mr. Carey’s prior service as an executive officer of 21CF, which were assumed by the Company in connection with the Transaction. |

  172. Director Compensation for the Fiscal Year Ended June 30, 2024

    | (b) The amounts set forth in the Stock Awards column represent the aggregate grant date fair value of stock awards granted during fiscal 2024. |

  173. Director Compensation for the Fiscal Year Ended June 30, 2024

    | 60 | | 2024 Proxy Statement |

  174. NON-EXECUTIVE DIRECTOR COMPENSATION

    NON-EXECUTIVE DIRECTOR COMPENSATION The following table sets forth information with respect to the aggregate outstanding equity awards at June 30, 2024 of each of the Non-Executive Directors who served as Directors during fiscal 2024.

  175. NON-EXECUTIVE DIRECTOR COMPENSATION

    | Name | Number of Shares or Units of Stock That Have Not Vested(a) | | Tony Abbott AC | 6,476 | | William A. Burck | 20,313 | | Chase Carey | 32,212 | | Roland A. Hernandez | 32,212 | | Margaret “Peggy” L. Johnson | 6,476 | | Paul D. Ryan | 32,212 |

  176. NON-EXECUTIVE DIRECTOR COMPENSATION

    | (a) Includes DSUs representing dividend equivalents accrued with respect to DSUs. The DSUs representing the dividend equivalents will be settled in stock upon the settlement of the underlying DSUs. The DSUs will settle in stock on the earlier of (i) the first trading day of the quarter five years following the grant and (ii) the Director’s end of service with the Company. |