NEW YORK TIMES CO

This summary highlights certain information contained in this proxy statement. You should read the entire proxy statement carefully before voting. We are making this proxy statement available to stockholders beginning on March 14, 2025.

VOTING MATTERS

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DIRECTOR NOMINEES

Our Board is composed of a diverse group of individuals. Nine of our 13 director nominees (69%), including three out of four Committee Chairs, are female, L.G.B.T.Q. or from a racially/ethnically underrepresented group. Our director nominees have an average tenure of 5.7 years, with longer serving directors providing important experience and institutional knowledge, and newer directors providing fresh perspective to deliberations. The Nominating & Governance Committee regularly assesses our directors’ mix of skills, experience, tenure and diversity in light of the Company’s business and long-term strategy, and advises the Board of its determinations with respect to Board composition, short- and long-term director refreshment and succession planning.

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CORPORATE GOVERNANCE HIGHLIGHTS

We believe strong corporate governance is a critical component of our corporate culture. Central to our governance is our dual-class capital structure that includes Class A stock, which is publicly traded, and Class B stock, which is controlled by the Ochs-Sulzberger family trust. The primary objective of this trust is to maintain the editorial independence and the integrity of The New York Times and to perpetuate it “as an independent newspaper, entirely fearless, free of ulterior influence and unselfishly devoted to the public welfare.”

The Company’s unique dual-class structure, combined with the Ochs-Sulzberger family trust’s stated purpose to protect The Times’s editorial independence and integrity, have enabled the Company to remain focused on its long-term strategy, particularly during periods of significant change and uncertainty in our industry, when many news organizations have struggled. We believe this long-term focus has helped foster the original, independent and high-quality reporting and journalistic excellence that drives our “essential subscription” business strategy, is critical to the Company’s success and value creation for all stockholders, and helps to promote a more informed and just society.

Below are certain highlights of our governance practices that are designed to safeguard the interests of both Class A and Class B stockholders. More information can be found beginning on page 24.

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EXECUTIVE COMPENSATION HIGHLIGHTS

The Company’s executive compensation program is designed to drive performance through the achievement of short- and long-term objectives and to link our executives’ compensation to the interests of our stockholders. Below are certain highlights of our 2024 executive compensation program. More information can be found beginning on page 42.

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