Fox Corp
For the period ended Nov 14, 2025. Filed Sep 25, 2025.
View on SEC.govAbout this filing
What shareholders are asked to vote on at a company's meeting. It is where to find what directors and top executives are paid, and who owns the most shares.
Nov 14, 2025 · Filed Sep 25, 2025
Contents
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 2025, 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 20. 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 five completed fiscal years:
| Value of Initial Fixed $100 Investment Based On: | |||||||||
|---|---|---|---|---|---|---|---|---|---|
| Year | SummaryCompensationTable Total forPEO(a) | CompensationActually Paid toPEO(b) | AverageSummaryCompensationTable Totalfor OtherNEOs(c) | AverageCompensationActually Paid toOther NEOs(b) | FOXA TotalShareholderReturn | FOX TotalShareholderReturn | Peer GroupTotalShareholderReturn(Compensation) | Net Income ($M)(d) | CompanySelectedMeasure:AdjustedEBITDA($M) |
| 2025 | $32,980,954 | $66,319,496 | $11,990,410 | $22,679,749 | $224 | $207 | $157 | $2,263 | $3,624 |
| 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 |
(a)Mr. L.K. Murdoch was the PEO for fiscal years ended June 30, 2025, 2024, 2023, 2022 and 2021.
(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:
| PEO | Other NEOs | |
|---|---|---|
| 2025 | 2025 | |
| Summary Compensation Table Total | $32,980,954 | $11,990,410 |
| Less Change in Pension Value in SCT | $(3,958,000) | $(574,333) |
| Plus Pension Service Cost | $755,000 | $0 |
| Less Grant Date Fair Value of Option Awards and Stock Awards Granted in Fiscal Year | $(13,344,860) | $(4,448,287) |
| Plus Fair Value at Fiscal Year-End of Outstanding and Unvested Option Awards and Stock Awards Granted in Fiscal Year | $23,535,505 | $7,845,089 |
| Plus Change in Fair Value of Outstanding and Unvested Option Awards and Stock Awards Granted in Prior Fiscal Years | $25,043,150 | $7,334,932 |
| Plus Fair Value at Vesting of Option Awards and Stock Awards Granted in Fiscal Year That Vested During Fiscal Year | $0 | $0 |
| 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 | $1,307,747 | $531,938 |
| 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 | $0 |
| Compensation Actually Paid | $66,319,496 | $22,679,749 |
(c)The Other NEOs for fiscal year ended June 30, 2025 were Messrs. Nallen, Tomsic and Ciongoli; for fiscal year ended June 30, 2024 were Messrs. K. Rupert Murdoch, Nallen, Viet D. Dinh, Tomsic and Ciongoli; and for fiscal years ended June 30, 2023, 2022 and 2021 were Messrs. K.R. Murdoch, Nallen, Dinh and Tomsic.
(d)For purposes of this table, “$M” means millions of United States dollars.
Company-Selected Measure and Other Financial Performance Measures
For fiscal year ended June 30, 2025, the most important financial performance measures that FOX used to link CAP to the named executive officers are presented in the table to the right, which are described in detail in the “Compensation Discussion and Analysis” beginning on page 20. FOX selected Adjusted EBITDA as the “Company-Selected Measure” as, in our assessment, it represents the most important financial performance measure not otherwise required to be included within the “Pay Versus Performance” table, above.
Tabular List of Financial Performance Measures
Adjusted EBITDA
Adjusted FCF
Adjusted EPS
Relative TSR
Absolute Share Price
| 2025 Proxy Statement | 43 |
Relationship of Compensation Actually Paid to Performance Measures
The following charts present the relationship between the CAP to our PEO and Average CAP to our Other NEOs and our TSR, as well as a comparison of our TSR to our Peer Group, net income (loss), and our Company-Selected Measure (Adjusted EBITDA) for each of the fiscal years ended June 30, 2025, 2024, 2023, 2022 and 2021:
Compensation Actually Paid vs. TSR
Compensation Actually Paid vs. Net Income
| 44 | 2025 Proxy Statement |
Compensation Actually Paid vs Adjusted EBITDA
| 2025 Proxy Statement | 45 |
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.