Fox Corp Files DEF 14A for Executive Compensation

Ticker: FOX · Form: DEF 14A · Filed: Sep 26, 2024 · CIK: 1754301

Fox CORP DEF 14A Filing Summary
FieldDetail
CompanyFox CORP (FOX)
Form TypeDEF 14A
Filed DateSep 26, 2024
Risk Levellow
Pages15
Reading Time18 min
Key Dollar Amounts$0.01, $4.3 billion, $1.25 billion, $5.6 billion, $1 billion
Sentimentneutral

Sentiment: neutral

Topics: proxy-statement, executive-compensation, corporate-governance

TL;DR

Fox Corp DEF 14A out: executive pay, stock awards detailed for fiscal year ending Nov 2024.

AI Summary

Fox Corp filed its DEF 14A on September 26, 2024, for the fiscal year ending November 19, 2024. The filing details executive compensation and other corporate governance matters for the company, which operates in television broadcasting. Key information includes compensation details for its PEO and Non-PEO members, as well as stock and option awards granted and vested during the fiscal year.

Why It Matters

This filing provides transparency into how Fox Corp compensates its top executives and details the structure of stock and option awards, which can influence investor decisions and executive performance.

Risk Assessment

Risk Level: low — DEF 14A filings are routine disclosures and do not typically present new, immediate risks to the company.

Key Numbers

Key Players & Entities

FAQ

What is the primary purpose of a DEF 14A filing?

A DEF 14A filing, also known as a Proxy Statement, is used to solicit shareholder votes and provide detailed information about matters to be voted on at an annual or special meeting of shareholders, including executive compensation, director elections, and other corporate governance issues.

When is Fox Corp's fiscal year end?

Fox Corp's fiscal year ends on June 30th, as indicated by the filing for the period ending 0630.

What is the filing date of this DEF 14A?

This DEF 14A filing was made on September 26, 2024.

What specific compensation-related data is detailed in the filing?

The filing details 'FairValueAtVestingOfOptionAwardsAndStockAwardsGrantedInFiscalYearThatVestedDuringFiscalYear' for both PEO and Non-PEO members, and 'FairValueAsOfPriorFiscalYearendOfOptionAwardsAndStockAwardsGrantedInPriorFiscalYearsThatFailedToMeetApplicableVestingConditions' for PEO and Non-PEO members.

What is Fox Corp's Standard Industrial Classification (SIC) code?

Fox Corp's SIC code is 4833, which corresponds to Television Broadcasting Stations.

Filing Stats: 4,409 words · 18 min read · ~15 pages · Grade level 17 · Accepted 2024-09-26 16:13:40

Key Financial Figures

Filing Documents

EXECUTIVE COMPENSATION

EXECUTIVE COMPENSATION 46 Summary Compensation Table for the Fiscal Year Ended June 30, 2024 46 Grants of Plan-Based Awards During the Fiscal Year Ended June 30, 2024 47 Employment Arrangements 48 Outstanding Equity Awards at June 30, 2024 50 Stock Vested and Option Exercises During the Fiscal Year Ended June 30, 2024 52 Pension Benefits as of June 30, 2024 52 Potential Payments Upon Termination 53 CEO Pay Ratio 55 Policies and Practices Related to the Timing of Grants of Certain Equity Awards 56 Pay Versus Performance 57 Compensation-Related Events Occurring Following Fiscal Year End 59 NON-EXECUTIVE DIRECTOR COMPENSATION 60 Board and Committee Retainers for the Fiscal Year Ended June 30, 2024 60 Director Compensation for the Fiscal Year Ended June 30, 2024 60 Non-Executive Director Stock Ownership Guidelines 61 EQUITY COMPENSATION PLAN INFORMATION 62 EXECUTIVE OFFICERS OF FOX CORPORATION 63

SECURITY OWNERSHIP OF FOX CORPORATION

SECURITY OWNERSHIP OF FOX CORPORATION 64 INFORMATION ABOUT THE ANNUAL MEETING 66 ANNUAL REPORT ON FORM 10-K 70 2025 ANNUAL MEETING OF STOCKHOLDERS 70 OTHER MATTERS 70 APPENDIX A A-1 2024 Proxy Statement i Table of Contents This proxy statement contains "forward-looking statements" within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended (the "Exchange Act"). All statements other than statements of historical or current fact are "forward-looking statements" for purposes of federal and state securities laws. Forward-looking statements may include, among others, the words "may," "will," "should," "likely," "anticipates," "expects," "intends," "plans," "projects," "believes," "estimates," "outlook" or any other similar words. Although the Company's management believes that the expectations reflected in any of the Company's forward-looking statements are reasonable, actual results could differ materially from those projected or assumed in any forward-looking statements. The Company's future financial condition and results of operations, as well as any forward-looking statements, are subject to change and to inherent risks and uncertainties. Important factors that could cause the Company's actual results, performance and achievements to differ materially from those estimates or projections contained in the Company's forward-looking statements include, but are not limited to, government regulation, economic, strategic, political and social conditions. For more detailed information about these factors, see Item 1A, "Risk Factors" and Item 7, "Management's Discussion and Analysis of Financial Condition and Results of Operations—Caution Concerning Forward-Looking Statements" in the Company's Annual Report on Form 10-K for the fiscal year ended June 30, 2024. Forward-looking statements in this proxy statement speak only as of the date hereof. The Company does no

Executive Compensation

Executive Compensation The Company has established a compensation program that seeks to closely align the interests of its named executive officers with the interests of its stockholders. The Company's executive compensation program is designed to attract, retain and motivate top executive talent, drive performance without encouraging unnecessary or excessive risk-taking and support both short-term and long-term value creation for stockholders. 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. The Company has strong governance policies related to executive compensation. The Compensation Committee is comprised entirely of independent Directors. In addition, the Company's named executive officer compensation programs include risk mitigation features, such as Compensation Committee discretion and oversight, a balance of annual and long-term incentives, the use of multiple performance metrics and performance measurement periods, award opportunities that are fixed or capped and recoupment provisions for performance-based compensation. The Compensation Committee annually oversees an assessment of risks related to compensation policies and practices. As described above, the Compensation Committee maintains stock ownership guidelines that apply to the Company's named executive officers, and the Company prohibits hedging and pledging of the Company's securities by all Directors and employees, including the named executive officers. To com

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