The Compensation Committee of the Board of Directors believes that the named executive officers of Twenty-First Century Fox, Inc. (the “Company”) should have an appropriate equity ownership in the Company to further align stockholders’ and the named executive officers’ interests. Accordingly, the Compensation Committee of the Board of Directors of the Company has adopted stock ownership guidelines which apply to the Company’s named executive officers as set forth below.
|Executive Chairman||5 times base salary|
|Chief Executive Officer||5 times base salary|
|Chief Financial Officer||2 times base salary|
|Group General Counsel||1 times base salary|
Each executive will be required to achieve the appropriate ownership level within five years from the end of the fiscal year in which the executive first becomes subject to the ownership guidelines. If an executive’s guideline increases, then after the initial five-year compliance period, the executive will have an additional three years to achieve the increased guideline.To ensure executives make continuous progress toward their respective targets, executives must own 25% of the guideline by the end of the second fiscal year after becoming subject to the guidelines, 50% after the end of the third fiscal year and 75% by the end of the fourth fiscal year.
Executives may satisfy their ownership requirements with shares in the following categories:
- Shares owned directly by the executive, executive’s spouse or dependent children
- Shares held by any trust in which the executive, executive’s spouse or dependents have a beneficial interest unless the executive disclaims beneficial ownership of such shares
- Deferred shares/stock equivalents
- Shares held in a 401(k) plan or other retirement programs
- 50% of restricted stock units
- 50% of performance stock units
The value of stock that is beneficially owned by the executive will be calculated based on the greater of (i) the closing price of the Company’s Class A or Class B common stock, as applicable, on the date the executive became subject to the ownership guidelines and (ii) the average closing price of the Company’s Class A or Class B common stock, as applicable, for the 20 trading days ending on the last trading day of the fiscal year.
The value of outstanding restricted stock units and performance stock units granted to the executive will be calculated based on the greater of (i) the closing price of the Company’s Class A common stock on the grant date of such award and (ii) the average closing price of the Company’s Class A common stock for the 20 trading days ending on the last trading day of the fiscal year.
If an executive is not in compliance with the guidelines after the end of the five-year accumulation period, or with any of the interim guidelines, the executive will be required to retain 50% of any after-tax shares received upon the vesting or settlement of equity awards or to invest 50% of the after-tax cash proceeds received in connection with cash-settled equity awards in the Company’s common stock, as applicable.