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Fox Corp

For the period ended Nov 4, 2026. Filed Sep 17, 2026.

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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 4, 2026 · Filed Sep 17, 2026

FOXA$66.64-1.5%Stored close · as of Nov 6, 2026
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Contents

Elements of Compensation

The key elements of our executive compensation program for our named executive officers are (1) base salary that provides market-competitive, fixed compensation appropriate for each such executive’s experience and responsibilities; (2) annual non-equity incentive compensation that is based on an evaluation of Company, individual and group performance; (3) long-term incentive awards that support alignment with the interests of our long-term stockholders and are contingent on the achievement of long-term share price, relative total shareholder return, and financial performance goals; and (4) retirement benefits that attract and retain talented executives with post-employment security. In establishing the elements of our named executive officers’

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compensation, the Compensation Committee considered each named executive officer’s management experience, cross-functional duties and responsibilities with the Company; each named executive officer’s duration of service to the Company and its predecessors; the industry and peer group in which the Company competes for talent; and, in certain instances, the compensation required to recruit and retain the named executive officer into a role with the Company. For fiscal 2026, 85% of the Chief Executive Officer’s target total direct compensation and 82% of all named executive officers’ target total direct compensation was “at risk”.

Annual Base Salary

One element of compensation needed to attract and retain an employee in any organization is annual base salary. Annual base salary is the fixed element of a named executive officer’s compensation and does not vary with performance. The annual base salary provided for by the respective employment agreements of Messrs. L.K. Murdoch, Nallen, Tomsic, and Ciongoli were approved by the Compensation Committee in the context of each named executive officer’s particular position; the responsibilities associated with that position; his experience, expertise, knowledge and qualifications; market factors; the industry in which we operate and compete; recruitment and retention factors; and the Company’s overall compensation principles. Set forth below are the base salaries for each of the named executive officers for fiscal 2026, which did not increase from the fiscal 2025 base salaries for any named executive officer.

Named Executive OfficerAnnual Base Salary
Lachlan K. Murdoch(a)$3.0 million
John P. Nallen$2.0 million
Steven Tomsic(b)$1.75 million
Adam Ciongoli$1.75 million

(a)Mr. Murdoch’s annual base salary remains $3.0 million, consistent with fiscal 2025, and was not adjusted pursuant to his amended employment agreement.

(b)Pursuant to his amended employment agreement, beginning July 1, 2026, Mr. Tomsic is entitled to receive an annual base salary of $2.0 million. For additional information on this arrangement, please see the section titled “Employment Arrangements” in “Executive Compensation” below.

The Compensation Committee annually reviews the annual base salary of each of the named executive officers, subject to the terms of any applicable employment agreements. Annual base salary may be adjusted if the Compensation Committee determines that an adjustment is warranted or that a different mix of compensation elements may more appropriately compensate the individual named executive officer in light of the Company’s compensation objectives.

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 2025 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 2026 Annual Incentive Compensation would be assessed. Consistent with the prior fiscal year, the Compensation Committee determined that 75% of the fiscal 2026 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 a rigorous, but achievable, short-term Company performance metric.

(1) “Adjusted EBITDA” is defined as revenues less operating expenses and selling, general and administrative expenses. Adjusted EBITDA does not include 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 44-45 of the Company’s Annual Report on Form 10-K for the fiscal year ended June 30, 2026.

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The Compensation Committee approved the following target and maximum Annual Incentive Compensation opportunities for each named executive officer for fiscal 2026.

Named Executive OfficerFiscal 2026 Target Annual IncentiveOpportunityFiscal 2026 Maximum AnnualIncentive Opportunity
Lachlan K. Murdoch(a)200% of Base Salary200% of Target
John P. Nallen200% of Base Salary200% of Target
Steven Tomsic(a)157% of Base Salary200% of Target
Adam Ciongoli157% of Base Salary200% of Target

(a)Pursuant to their amended employment agreements, beginning July 1, 2026, Messrs. Murdoch and Tomsic are entitled to receive target Annual Incentive Compensation Opportunities equal to 300% and 150% of Base Salary, respectively (with an increase to 175% of Base Salary for Mr. Tomsic effective as of July 1, 2028). For additional information on these arrangements, please see the section titled “Employment Arrangements” in “Executive Compensation” below.

Quantitative Element of Annual Incentive Compensation

For fiscal 2026, the Compensation Committee set the threshold and maximum performance levels and target performance range for Adjusted EBITDA for the quantitative element of the Annual Incentive Compensation opportunities in the table below:

Performance LevelAdjusted EBITDA (in billions)Performance Goal as a Percentage of Target Adjusted EBITDAPayout as a Percentage of Financial Performance Portion of Annual Incentive Compensation
Maximum$3.96120%200%
Target$3.25 - $3.35100%100%
Threshold$2.6480%50%

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 2025. 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 2026 Adjusted EBITDA of $3.906 billion fell between the target range and maximum performance and therefore the Compensation Committee determined that the quantitative portion of the Annual Incentive Compensation was earned at 190% of target.

The quantitative portion of the fiscal 2026 Annual Incentive Compensation was calculated as follows:

Calculation Step · Amount Achieved · Target · ($ amounts in millions)
Subtract Target (high-end) from the Amount Achieved$3,906$3,353A$553
Calculate difference between Maximum and Target (high-end)$3,964$3,353B$611
Divide result by the difference between Maximum and Target to yield percentage of Maximum to Target achievedA/B = C90%
Multiply by difference in payout opportunity between Maximum and Target200%100%D100%
Percentage of payout multiplier earnedC*D = E90%
Plus percentage earned by achieving TargetF100%
Adjusted EBITDA payout multiplier earnedE+F190%
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The table below illustrates the calculation of the 75% quantitative portion of our named executive officers’ Annual Incentive Compensation opportunity:

Named Executive Officers75% of Target (Quantitative Element)Adjusted EBITDA Payout MultiplierAnnual Incentive Compensation Earned based on QuantitativePerformance
Lachlan K. Murdoch$4,500,000190%$8,550,000
John P. Nallen$3,000,000190%$5,700,000
Steven Tomsic$2,062,500190%$3,918,750
Adam Ciongoli$2,062,500190%$3,918,750

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 2026, 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.

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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 2026, 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 2026 achievements:

Qualitative PerformanceFactorFiscal 2026 Achievements
On-screen leadership•FOX News finished fiscal 2026 as the #1 cable network in Monday to Friday primetime and total day viewing among total viewers for the eleventh consecutive year while holding greater than 50% share of viewership across cable news networks. This achievement was led by primetime total viewership that exceeded the combined viewership of other cable news channels, ratings that were comparable to ratings delivered by the four broadcast networks in weekday primetime viewing and ranking as the #1 rated news network with Independents among adults 18+. FOX Business finished as the most-watched business network among total business day viewers during fiscal 2026. •FOX Sports was the industry leader in live events during fiscal 2026 with over 300 billion minutes of live sports event viewing on the FOX Network, 7% higher than 2nd place NBC which broadcast the Super Bowl and the Winter Olympics during the fiscal year. The NFL regular season on FOX averaged over 19 million viewers, marking FOX’s best season since 2015, while the four NFC postseason games on FOX averaged 37 million viewers. FOX’s America’s Game of the Week ranked as the #2 program on television among total viewers. The 2025 World Series on FOX delivered its best performance since 2017, as Game 7 averaged over 27 million viewers. In college football, the Michigan versus Ohio State game continues to stand as FOX’s most-watched regular season college football game, and the 2025 Ohio State versus Indiana game is the most-watched conference championship game of all time on any network. FOX’s broadcast of the Indy 500 averaged over 6.6 million viewers, the 2nd most watched Indy 500 since 2012 trailing only behind last year’s race. Across the 72 Group Stage matches carried on FOX, FS1 and Tubi through June 27, 2026, the FIFA Men’s World Cup averaged 5.05 million viewers — up 92% versus the comparable 2022 tournament — marking the most-watched FIFA Men's World Cup Group Stage average in English-language U.S. television history. Interest extended well beyond the U.S. Men’s National Team (the “USMNT”): the Brazil versus Morocco match drew 10 million viewers and was at the time it aired the most-watched non-USMNT Group Stage telecast in English-language U.S. history, and FOX’s pregame coverage averaged 2.29 million viewers, up 142% from 2022. •Tubi’s more than 100 million monthly active users drove total view time to approximately 13.2 billion hours over the course of fiscal 2026, a record for the platform and an increase of 20% over fiscal 2025. According to Nielsen’s The Gauge, Tubi finished the fiscal year among the most-watched free ad-supported streaming services in the U.S., averaging approximately 2.2% of all television viewing over the course of the year.•FOX Entertainment featured the 2025-2026 broadcast season’s top two debuts (Fear Factor: House of Fear and Memory of a Killer), four of the top five scripted telecasts (Memory of a Killer, Universal Basic Guys, Animal Control and two episodes of The Simpsons) and the #1 new unscripted series (Fear Factor: House of Fear), as well as three of the top four most watched cooking shows on television with Next Level Chef, Hell’s Kitchen and MasterChef. In addition, FOX Entertainment Studios produced or co-produced original content for third parties, including many of the leading SVOD services (Netflix, Amazon Prime Video and Apple TV). •FOX Television Stations was the #1 or #2 rated local news provider in the hours of 5am-9am in the majority of the markets in which it operates among adults 25-54.
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Qualitative PerformanceFactorFiscal 2026 Achievements
Expand our portfolio of growth businesses while maintaining acceptable financial value creation hurdles•In fiscal 2026, Tubi delivered record revenues which grew over 25% compared to the prior year led by higher engagement from its over 100 million monthly active users. Tubi expanded its content offerings to over 350,000 movies and television episodes, including the premiere of 50 new original titles throughout the fiscal year. Tubi partnered with FOX Sports to simulcast the FIFA World Cup opening ceremonies and two matches (the USMNT versus Paraguay and Mexico versus South Africa) as well as original content, including documentaries, through its FIFA World Cup FOX Hub. The opening match live simulcast delivered the most streamed English-language opening match in FIFA World Cup history. The two live matches were the #2 and #3 highest traffic days on Tubi, after Super Bowl LIX. •The FOX Nation subscription video-on-demand service closed the year with its highest paid subscriber count ever and strong growth in average revenue per paid subscriber. •The FOX Weather FAST service continued to gain share of weather-related FAST channel viewership, reducing the lead of its closest competitor by more than half over the past two years. •FOX Television Stations digital advertising revenue grew 9% as compared to the prior fiscal year led by total view time growth of over 17% on FOX Local Streams. •FOX News Digital remained the most-engaged brand in digital news, leading in total views, minutes spent, YouTube views and social interactions.
Execute Strategic and Commercial Priorities•In June 2026, the Company announced its proposed acquisition of Roku, Inc. The proposed transaction will combine FOX’s leading sports, news and entertainment content and Tubi service with Roku’s leading connected TV platform, its portfolio of advertising-supported and subscription-based streaming services led by The Roku Channel, first-party data and direct relationship with more than 100 million global streaming households. •The Company successfully launched FOX One, the Company’s wholly-owned direct-to-consumer subscription streaming service incorporating FOX's linear programming across sports, news and entertainment in advance of the 2025 college and NFL football seasons. Designed to attract “cord-cutters” and “cord-nevers”, the service expands the reach of FOX’s programming beyond its linear footprint. FOX One exceeded its subscriber expectations by the end of fiscal 2026, with new subscriber additions coming primarily from outside the traditional pay-TV bundle. •FOX successfully launched pay television and premium paid streaming services in Latin America to expand on the Company’s advertising-supported streaming service in Mexico. •The Company completed multi-year distribution and content licensing agreement renewals with key distribution partners.•Tubi expanded its Tubi for Creators program, adding more than 20,000 episodes of creator-led content from over 400 creators. In addition, Red Seat Ventures (the creator-focused digital services company FOX acquired in 2025) grew its creative roster with eight new external podcast talents, including category leaders in crime (Audiochuck) and comedy (Kill Tony). •FOX purchased the Credible equity previously held by a minority interest shareholder, bringing its ownership of Credible to 100%. •AI adoption accelerated across FOX in fiscal 2026. The Company rolled out new AI tools to its employees together with FOX-sponsored training. In addition, FOX implemented a number of customer-facing AI initiatives during the year, including those focused on newsroom efficiencies, enhanced consumer video experiences, advertising sales monetization and content and advertising experience personalization.
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Qualitative PerformanceFactorFiscal 2026 Achievements
Corporate Culture and Furthering our Commitment to Innovation, Integrity, and Governance•Continued to provide training to all of our employees on FOX’s Standards of Business Conduct and other key policies that further integrity and ethics, including FOX’s Preventing Harassment, Discrimination and Retaliation Policy. All regular FOX employees completed the Company’s 2026 required training on the Standards of Business Conduct and Preventing Harassment, Discrimination and Retaliation Policy. These training sessions reinforce our commitment to acting with integrity in a workplace that is respectful to everyone. •Continued to provide ongoing oversight of the Company’s risk management framework covering various risks, such as defamation, with enterprise-level risk assessment, training and compliance processes in place to support the Company’s consistent and existing high standards. Ongoing compliance is reinforced through defamation training and tracking of defamation-related claims received.•Our ownership mentality drives a collaborative, entrepreneurial culture. We provide our employees with the freedom to take creative risks and the support needed to fulfill their professional ambitions. We continue to cultivate a culture focused on our responsibility as an important source of news, information, analysis and media. In support of our commitment to truth and accuracy, we maintain various compliance and training processes. Data pertaining to defamation-related claims is compiled and reported to the Audit Committee on a quarterly basis. In addition, FOX routinely provides defamation training that incorporates elements of the Company’s enterprise-level defamation risk assessment.

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 2026 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 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 named executive officer. The Compensation Committee determined that the named executive officers, individually and as a group, met or exceeded the qualitative performance objectives defined at the start of the year. The successful execution against these objectives further strengthens FOX’s position to deliver long-term growth and meaningful shareholder returns and, as a result, the Compensation Committee awarded 190% of the target qualitative portion of the Annual Incentive Compensation to the named executive officers.

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:

Quantitative Performance · Qualitative Performance · Total
Named Executive Officers · 75% ofTarget · Multiple · Subtotal · 25% ofTarget · Multiple · Subtotal
Lachlan K. Murdoch$4,500,000190%$8,550,000$1,500,000190%$2,850,000$11,400,000
John P. Nallen$3,000,000190%$5,700,000$1,000,000190%$1,900,000$7,600,000
Steven Tomsic$2,062,500190%$3,918,750$687,500190%$1,306,250$5,225,000
Adam Ciongoli$2,062,500190%$3,918,750$687,500190%$1,306,250$5,225,000

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 2025, the Compensation Committee granted for fiscal 2026 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 2026 is as follows:

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 Stock Hurdle for the PSOs granted in August 2025 has been met.

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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:

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

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

(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%.

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.

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 broadly consistent with practices within the Peer Group. 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. 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 2026-2028 performance period, in August 2025 each of our named executive officers received long-term equity-based incentive awards in the following aggregate target amount:

Named Executive OfficerFiscal 2026-2028 Target Long-Term Incentive Award Opportunity
Lachlan K. Murdoch(a)367% of Base Salary
John P. Nallen325% of Base Salary
Steven Tomsic(a)171% of Base Salary
Adam Ciongoli171% of Base Salary

(a)Pursuant to their amended employment agreements, beginning July 1, 2026, Messrs. Murdoch and Tomsic are entitled to receive long-term equity-based incentive awards in an aggregate target amount equal to 667% of base salary and 200% of base salary, respectively. For additional information on these arrangements, please see the section titled “Employment Arrangements” in “Executive Compensation” below.

The grant date for the fiscal 2026 long-term equity-based incentive awards, as approved by the Compensation Committee, was more than one full trading day following each of (i) the Company’s announcement of earnings for the previously completed quarter, and (ii) the filing of its Form 10-K for the fiscal year ended June 30, 2025, 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.

Vesting of Performance-Based Long-Term Equity-Based Incentive Awards for Fiscal 2024-2026 Performance Period

As previously disclosed in our proxy statement filed in connection with our 2023 Annual Meeting of Stockholders, in August 2023, the Compensation Committee granted long-term equity-based incentive awards that include PSUs (the “fiscal 2024 PSUs”) for the three-year performance period ended June 30, 2026 (the “fiscal 2024-2026” performance period). The fiscal 2024 PSUs vested

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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 2024-2026 performance period.

In August 2023, the Compensation Committee established the following performance levels and weightings for the fiscal 2024 PSUs’ performance metrics:

Fiscal 2024 – 2026 PSU Performance Metrics
Performance LevelsAdjusted EPS Growth (15% Weighting)Adjusted FCF Growth (15% Weighting)TSR (70% Weighting)(a)Payout as a % of Target Opportunity
Maximum20%20%≥75th Percentile200%
Target10%10%50th Percentile100%
Threshold0%0%<25th Percentile0%

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

In July 2026, 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.

Performance MetricsTarget PerformanceActual PerformanceWeighted Contribution
Adjusted EPS Growth10%16.82%25%
Adjusted FCF Growth10%8.09%12%
Relative TSR50th Percentile73.2nd Percentile135%
Final Performance Factor172%

The weighted contribution disclosed in the table above reflects the percentage of the aggregate fiscal 2024 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 172% of target. As a result, the fiscal 2024 PSUs vested at 172% 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. Our named executive officers received shares of Class A Common Stock in respect of the fiscal 2024 PSUs determined by multiplying the target number of fiscal 2024 PSUs awarded (including accrued dividend equivalents) by the Final Performance Factor as follows:

Named Executive OfficersFiscal 2024Target PSU Award Opportunity (# Shares)Final PerformanceFactorFiscal 2024Final PSU Award Shares Earned (# Shares)(a)
Lachlan K. Murdoch85,609172%147,247
John P. Nallen38,913172%66,930
Steven Tomsic23,346172%40,155

(a)The number of shares earned with respect to the 2024 PSU Awards includes additional shares of Class A Common Stock that reflect dividend equivalents accrued and settled at the time the underlying PSUs vested.

(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, 2026 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 2024-2026 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 2024-2026 performance period.

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Retirement Benefits

In conjunction with 21CF’s spin-off of FOX and the establishment of FOX as a standalone public company in March 2019 (the “Transaction”), the Company adopted and maintains certain legacy retirement benefits in which certain of our named executive officers participate. The Compensation Committee believes maintaining these legacy retirement benefits continues to serve as an important retention tool for long-tenured executives. For additional information on these arrangements, please see the “Pension Benefits as of June 30, 2026” table and the “Potential Payments Upon Termination” table, together with the accompanying footnotes, and the section titled “Description of Pension Benefits” in “Executive Compensation” below.

Perquisites

Our named executive officers are provided with limited types of perquisites and other personal benefits that the Compensation Committee determined are reasonable and consistent with the overall compensation philosophy. Perquisites generally constitute a small percentage of each named executive officer’s total compensation package. The perquisites received by each named executive officer in fiscal 2026, as well as their incremental cost to the Company, are reported in the Summary Compensation Table and its accompanying footnotes below.

Some perquisites are generally intended to serve a specific business need for the benefit of the Company, including the safety and security of our named executive officers. Our named executive officers must adhere to a security plan developed with the assistance of a third-party consultant and assessed annually by our Compensation Committee based on the high visibility of our Company, the named executive officers’ positions and work locations, and a review of the judgments and recommendations of internal and external security experts. The Compensation Committee, with guidance from our third-party security consultant, has determined that these security-related costs are necessary to reduce the risk to the Company associated with our named executive officers’ positions and affiliation with our business. In particular, a core aspect of our business involves broadcasting extensive news coverage of elections, sociopolitical events and public controversies and related opinion programming, which sometimes produces strong reactions from viewers and critics. In addition, the FOX brand may be subject to significant publicity related to the Company or its operations, content and individuals associated with its content, management, employees, business partners and culture, among others. Due to his tenure and prominence in our industry, our Executive Chair and Chief Executive Officer, Mr. Murdoch, is synonymous with the FOX brand and faces enhanced personal risk from being viewed as an extension of the FOX brand. In light of the risk inherent in his role and the potential adverse impact this risk could have on the Company, the Compensation Committee approved the security plan and associated costs and considers Mr. Murdoch’s adherence to this plan to be within the best interests of the Company and its stockholders.

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