Fox Corp
For the period ended Nov 14, 2025. Filed Sep 25, 2025.
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Nov 14, 2025 · Filed Sep 25, 2025
Contents
Framework for Fiscal 2026 Long-Term Equity-Based Incentive Awards
In order to maintain our pay for performance principles, the Compensation Committee granted equity-based awards for fiscal 2026 in a form consistent with those granted for fiscal 2025, as follows:
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.
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:
(a)Average annual adjusted EPS growth, weighted 15%;
(b)Average annual adjusted FCF growth, weighted 15%; and
(c)The Company’s Relative TSR, weighted 70%.
Fifty percent (50%) of a named executive officer’s target long-term incentive award was granted in time-vested RSUs that will vest in equal annual installments over a three-year period.
Collectively, the Compensation Committee allocated (a) 15% of the grant value of the performance-based portion of each named executive officer’s fiscal 2026 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 and PSOs granted to our named executive officers, the PSU and PSO performance metrics for the fiscal 2026 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 2026 appropriately aligns our named executive officers’ interests with those of FOX’s stockholders and is broadly consistent with peer practice.
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