Nominating & Governance Rebecca Van Dyck, Chair Manuel Bronstein Compensation Discussion and AnalysisBrian P. McAndrews
We believe that our executive officers are critical to our success andJohn W. Rogers, Jr.
| •Recommends director nominees for election to the creationBoard. •Makes recommendations to the Board regarding the structure and composition of long-term stockholder value. We structurethe Board Committees, including size and qualifications for membership, director independence, and the designation of a presiding director. •Advises the Board on appropriate compensation for our executive officers based on the following objectives: •to drive performance through the achievement of short-term and long-term objectives;
•to link our executives’ total compensation to the interests of our stockholders and to drive the creation of value for stockholders over the long term; and
•to enable us to attract, retain and motivate the highest caliber of executives by offering competitive compensation and rewarding superior performance.
The discussion below analyzes 2020 executive compensation for the following executive officers whose compensation is set out in the Summary Compensation Table (our “named executive officers”):
•A.G. Sulzberger, Chairman (effective January 1, 2021) and Publisher, The New York Times;
•Meredith Kopit Levien, President and Chief Executive Officer (effective September 8, 2020);
•Roland Caputo, Executive Vice President and Chief Financial Officer;
•Diane Brayton, Executive Vice President, General Counsel and Secretary;
•R. Anthony Benten, Senior Vice President, Treasurer and Chief Accounting Officer; and
•Mark Thompson, Retired President and Chief Executive Officer (effective September 8, 2020).
Ms. Kopit Levien becamenon-employee directors. Assesses periodically the Company’s Presidentdirector stock ownership guidelines and Chief Executive Officer effective September 8, 2020, having previously servedthe directors’ ownership relative to such guidelines, and makes recommendations as Executive Vice Presidentappropriate.
•Advises the Board on corporate governance matters. •Reviews and Chief Operating Officer. Following the departure of an executive, andapproves or ratifies transactions with related persons if required in addition to her role as Executive Vice President, General Counsel and Secretary, Ms. Brayton served as Interim Executive Vice President, Talent & Inclusion from August 8, 2020, to January 10, 2021.
Executive Summary
Executive Compensation Governance
Key executive compensation practices are summarized below. We believe these practices promote good governance and align the interests of our executive officersaccordance with the interestsCompany’s policy.
•Oversees the annual evaluation of our stockholders.the Board and its Committees. | •Has sole authority to engage a search firm to identify director candidates. | 4 |
THE NEW YORK TIMES COMPANY - P. 31
| Name of Committee and Members | Principal Functions of the Committee | Meetings in 2022 | | Compensation
Brian P. McAndrews, Chair
Beth Brooke Rachel Glaser
Rebecca Van Dyck | •The Compensation Committee consists solely of independentIn consultation with all non-employee directors, notwithstanding an exemption from NYSE rules available to us as a controlled company. •Each year,evaluates the Compensation Committee approves the compensation for the Company’s executive officers. Forperformance of the Chairman and Publisher and the Chief Executive Officer, finaland together with the other independent directors, approves their compensation decisions are approved byarrangements.
•Approves compensation arrangements for the independent membersCompany’s other executive officers, including base salaries, salary increases, participation in incentive compensation plans and equity awards. •Reviews and approves and, when appropriate, recommends to the Board for approval, incentive compensation plans for all executive officers and broad-based equity-based plans, subject to stockholder approval if required. •Advises the Board on the reasonableness and appropriateness of our Board of Directors. THE NEW YORK TIMES COMPANY - P. 37
•The Compensation Committee’s independentexecutive compensation consultant, Exequity, is retained directly byplans and levels generally, including whether these effectively serve the Committee and performs services in supportinterests of the Committee. The Compensation Committee’s charter authorizes itCompany and its stockholders by creating appropriate incentives for high levels of individual and Company performance.
•Oversees human capital management matters, including with respect to engage such consultantsdiversity, equity and advisors as it determines to be appropriate.inclusion. •At the direction of the Compensation Committee, management reaches out to significant stockholders periodically to solicit comments on executive compensation matters, and the Committee takes this stockholder feedback into account in designing executive compensation. •Each year the Compensation Committee conducts a review ofConsiders at least annually whether risks arising from the Company’s executive compensation program to ensure that it does not create risks thatplans, policies and programs are reasonably likely to have a material adverse effect on the Company.
•Performance-based cash and equity awards to executives are made underCompany, including whether the Company’s current stockholder-approved incentive plan, which:compensation plans encourage excessive or inappropriate risk taking.
◦requires a one-year minimum vesting schedule for awards, with limited exceptions;
◦prohibits the repricing of any stock option or stock appreciation right without stockholder approval;
◦prohibits dividend-equivalent rights with respect to stock options•Establishes and stock appreciation rights, and prohibits the payment of dividends and dividend equivalents with respect to unvested share-based awards;
◦does not provide for automatic vesting of awards in the event of a change in control; and
◦does not contain an “evergreen” share reserve, meaning that the shares of Class A stock reserved for awards are fixed by number rather than by reference to a percentage of the Company’s total outstanding shares.
•The Company has in place meaningfuloversees stock ownership guidelines for its named executive officers to further align their interests with those of our stockholders.
•The Company’s executive officers are subject to a compensation recoupment or “clawback” policy that applies to performance-based cash and equity compensation.
•The Company’s executive officers may not engage in short-term, speculative trading in Company stock, including hedging or other derivative transactions, hold Company stock in a margin account or pledge Company stock as collateral for a loan.
•The Company does not provide so-called tax “gross-ups” for its executive officers.
•The Company does not provide significant perquisites for executive officers.
Compensation Highlights
In 2020, the Company continued to focus on strategic goals intended to enhance long-term stockholder value, including further growth of our digital subscription base and innovation of our products.
In 2020, our paid digital subscription model, launched in 2011, reached an important milestone, with digital subscription revenues becoming the Company’s largest revenue stream. We ended 2020 with 6.7 million paid digital-only subscriptions, and revenues from our digital-only subscriptions increased 30% year-over-year to approximately $598 million. We had approximately 7.5 million total paid subscriptions to our products as of December 27, 2020, more than at any point in our history. We believe that the significant growth over the last several years in subscriptions to The Times’s products demonstrates the success of our “subscription-first” strategy and willingness of our readers to pay for high-quality journalism.
This extraordinary digital subscription growth was tempered by a decline in advertising revenues, accelerated in 2020 by the global Covid-19 pandemic.
During the year, we continued to make significant investments in our journalism, brand and products, while taking steps to position our organization for further growth. Management also continued to strengthen the Company’s liquidity position and debt profile in 2020 and as of December 27, 2020, the Company was debt-free.
P. 38 - THE NEW YORK TIMES COMPANY
These efforts took place while we continued to maintain the highest standards of journalism, highlighted by numerous awards and accolades.
Details of our 2020 financial results appear in the “Management’s Discussion and Analysis of Financial Condition and Results of Operations” section of our Annual Report on Form 10-K for the fiscal year ended December 27, 2020.
In 2020, the key highlightspolicies with respect to the Company’s“clawback” of excess compensation for executive officers.
•Has sole authority to engage an executive compensation program were as follows:consultant. •2020 Incentive Plan: In April 2020, the Company’s stockholders approved a new equity compensation plan to replace a prior plan that terminated by its terms. The plan is designed to continue supporting the objectives of our executive compensation program, including to drive executives’ performance through the achievement of short-termReviews and long-term objectives and align the interests of our executives with those of our stockholders. The plan, which is intended to facilitate effective corporate governance, reflects a number of best practices described above. •Covid-19: During 2020,approves the Compensation Committee consideredDiscussion and Analysis, considers the impactresults of the Covid-19 pandemic on the Company’s executive compensation program, including the financial targets previously established under our annual incentive and long-term performance awards, but did not modify the previously established financial performance targets under these awards.
•Annual Incentive Compensation:The portion of 2020 annual incentive awards for our executive officers based on financial performance (an adjusted operating profit target) was earned at 104% of target. See “—Executive Compensation—Annual Incentive Compensation.”
•Long-Term Performance Award Program: Compensation for 2020 included a payout under the 2018-2020 long-term performance award program. The portion of the award based on cumulative adjusted operating profit (60% of the executives’ target award; half paid in Class A stock and half paid in cash) was earned at 75% of target, and the portion based on relative totalmost recent stockholder return (40% of the executives’ target; payable in Class A stock) was earned at 200% of the target. See “—Executive Compensation—Long-Term Incentive Compensation.”
Stockholder Advisory Vote on Executive Compensation and Stockholder Outreach
At our 2020 Annual Meeting, we held an advisory vote on executive compensation (“say-on-pay” vote). Under our Certificateand prepares the report to stockholders included in the annual Proxy Statement.
| 6 | Finance John W. Rogers, Jr., Chair Amanpal S. Bhutani Arthur Golden Hays N. Golden Doreen Toben | •Reviews, and makes recommendations to the Board regarding, the Company’s material financial policies, practices and matters, including, without limitation, its dividend policy, investment of Incorporation,cash, stock repurchases and issuances, short- and long-term financings, foreign currency, hedging and derivative transactions, material acquisitions and dispositions, capital expenditures and long-term commitments. •Has such responsibilities for the say-on-pay vote is an item on which our Class B stockholders vote,management and investment of the Class B stockholders overwhelmingly supportedCompany’s employee benefit plan assets as may be delegated to it by the say-on-pay proposalBoard from time to time, and carries out such responsibilities in 2020.part by establishing and delegating responsibilities and authority to a Pension Investment Committee. | 4 | P. 32 - THE NEW YORK TIMES COMPANY
NOMINATING & GOVERNANCE COMMITTEE Our Nominating & Governance Committee consists of four non-employee directors: Rebecca Van Dyck, Chair; Manuel Bronstein; Brian P. McAndrews; and John W. Rogers, Jr. Our Board has determined that each Committee member is “independent” under the corporate governance listing standards of the NYSE. The Committee operates under a written charter adopted by the Board of Directors. The principal functions of the Committee include making recommendations to the Board regarding the composition of the Board and its Committees, including size and qualifications for membership, and the designation of a presiding director; recommending nominees to the Board for election; advising the Board on corporate governance matters; and overseeing the evaluation of the Board. The chart set forth in “Board Committees” beginning on page 31 describes the principal functions of the Committee under its charter. A printable version of the charter is available on our website, as described on page 10. The Committee assesses the Board’s composition each year and, as needed, identifies and evaluates potential director nominees. The Committee considers recommendations of stockholders, management and others. The Committee has sole authority to retain and terminate any search firm used to identify director candidates, including approving its fees and other retention terms. In this regard, from time to time, the Committee has retained a global executive recruiting firm, whose function is to bring specific director candidates to the attention of the Committee. Consistent with the Company’s Corporate Governance Principles, the Committee considers various criteria in Board candidates, including, among others, independence, character, judgment and business experience, as well as their appreciation of the Company’s mission and values, and whether they have time available to devote to Board responsibilities. Although the Committee does not have a formal policy with regard to the consideration of diversity in identifying Board candidates, it also considers, as one factor among many, the diversity of Board candidates, which may include diversity of skills and experience, as well as race/ethnicity, gender identity, sexual orientation, age and geographic diversity. The Committee also considers whether a potential nominee would satisfy: •the NYSE’s criteria of director “independence;” •the NYSE’s “financial literacy” and “financial management expertise” standards; and •the SEC’s definition of “audit committee financial expert.” Director candidates are evaluated in light of the then-existing composition of the Board, including its overall size and structure, the backgrounds and areas of expertise of existing directors and the relative mix of independent and management directors. The Committee also considers the specific needs of the various Board committees. The Committee recommends potential director nominees to the Board, and final approval of a candidate is determined by the Board. Each individual who is standing for election to the Board at the 2023 Annual Meeting is currently a director and was elected by stockholders at the 2022 Annual Meeting. As discussed elsewhere in this Proxy Statement, the Ochs-Sulzberger Trust, as holder of a majority of our Class B stock, has the right to elect 70% of our Board. The Committee considers, among other potential nominees, recommendations of the trustees of the Ochs-Sulzberger Trust for nominees to be elected by the holders of the Class B stock. As reflected above, the Committee will consider director candidates recommended by stockholders. Stockholders wishing to recommend director candidates for consideration by the Committee may do so by writing to the Corporate Secretary, The New York Times Company, 620 Eighth Avenue, New York, NY 10018, and providing the recommended nominee’s name, biographical data and qualifications, accompanied by the written consent of the recommended nominee. The evaluation process for director nominees who are recommended by our stockholders is the same as for any nominee.
THE NEW YORK TIMES COMPANY - P. 33
COMPENSATION COMMITTEE Compensation Committee Procedures Our Board of Directors has established a Compensation Committee and charged it with the responsibility to review and either act on behalf of the Board or make recommendations to the Board concerning executive compensation and employee benefits. The Compensation Committee consists of four non-employee directors: Brian P. McAndrews, Chair; Beth Brooke; Rachel Glaser; and Rebecca Van Dyck. Our Board has determined that each Committee member is “independent” under the corporate governance listing standards of the NYSE. The Committee operates under a written charter adopted by the Board of Directors. A printable version of the charter is available on our website, as described on page 10. The chart set forth in “Board Committees” beginning on page 31 describes the principal functions of the Committee under its charter. Under its charter, the Committee has sole authority to retain and terminate a consulting firm to assist in its evaluation of executive compensation. In accordance with this authority, in preparation for its decision-making regarding 2022 compensation, the Committee directly engaged an independent compensation consultant, Exequity. Exequity reported on its review of target total compensation for executive officers in relation to peer group practices and survey data where applicable. Exequity also provided general advice on executive and director compensation trends and programs. In the course of advising the Committee, Exequity occasionally is asked to provide guidance and support to management in connection with matters that are reviewed by the Committee. These matters may pertain to, among other things, competitive analysis, program design recommendations, technical support and cost modeling. During the Company’s 2022 fiscal year, Exequity did not provide any services to the Company other than those relating to its role as compensation adviser to the Committee (which, for 2022, also included advising the Nominating & Governance Committee on director compensation trends). After considering the factors required by NYSE rules, the Committee is satisfied that Exequity is independent. The Committee generally consults with management regarding executive compensation matters, and our Chief Executive Officer makes compensation recommendations for the executive officers who report to her. The Company’s human resources, legal, controller and treasury departments support the Committee in its work. Throughout the year, the Committee meets to discuss the Company’s executive compensation and benefits programs and related matters. Each year, the Committee generally takes the following actions: •together with the other independent directors of the Board, approves the compensation of the Chairman and Publisher and the Chief Executive Officer, including setting salaries and approving annual and long-term incentive potentials; •approves compensation for the other executive officers; •sets financial targets for annual incentive and long-term performance awards; •approves awards of equity-based compensation for eligible employees; and •determines the achievement of performance goals for the recently completed annual and long-term performance periods and approves the payment of those awards. The Committee has delegated the authority to make equity grants in limited circumstances, such as to newly hired or recently promoted employees, to a three-member management committee authorized to grant a limited number of equity awards under specified parameters. The Committee has reviewed and discussed with Company management the section of this Proxy Statement titled “Compensation of Executive Officers—Compensation Discussion and Analysis,” and its report to stockholders stating that it has recommended the inclusion of such discussion and analysis appears below under “Compensation of Executive Officers” on page 41.
P. 34 - THE NEW YORK TIMES COMPANY
Compensation Committee Interlocks and Insider Participation No member of the Committee is now, or was during 2022 or any time prior thereto, an officer or employee of the Company. No member of the Committee had any relationship with the Company during 2022 pursuant to which disclosure would be required under applicable SEC rules about the disclosure of transactions with related persons. None of our executive officers currently serves or ever has served as a member of the board of directors, the compensation committee, or any similar body, of any entity one of whose executive officers serves or served on our Board or the Committee.
To the Stockholders of The New York Times Company: The Audit Committee consists of four non-employee directors: Rachel Glaser, Chair; Amanpal S. Bhutani; Beth Brooke and Doreen Toben. The Board of Directors has determined that: •each Committee member is “independent” under the listing standards of the NYSE and is “financially literate” as defined by the NYSE; •Mss. Glaser, Brooke and Toben satisfy the “financial management expertise” standard, as required by the NYSE; and •Mss. Glaser, Brooke and Toben are “audit committee financial experts” as defined by the SEC. The Committee operates under a written charter adopted by the Board of Directors and reviewed annually by the Committee. A printable version of the charter is available on our website, as described on page 10. The chart set forth in “Board Committees” beginning on page 31 describes the principal functions of the Committee under its charter. Management has the primary responsibility for the financial statements and the financial reporting process, including the system of internal control over financial reporting. Ernst & Young LLP (“Ernst & Young”), the Company’s independent registered public accounting firm, is responsible for performing an independent integrated audit of (i) the Company’s consolidated financial statements in accordance with the standards of the Public Company Accounting Oversight Board (United States) (the “PCAOB”), and (ii) the Company’s internal control over financial reporting, and for issuing its reports thereon. The Committee is responsible for assisting the Board in monitoring (i) the integrity of the Company’s financial statements; (ii) the Company’s compliance with legal and regulatory requirements; (iii) the qualifications and independence of the Company’s independent registered public accounting firm; (iv) the performance of the Company’s internal audit function and independent registered public accounting firm; and (v) the Company’s systems of disclosure controls and procedures and internal control over financial reporting. In addition, the Committee’s charter requires that the Committee review the Company’s policies with respect to risk assessment and risk management. As part of its responsibilities for oversight of the Company’s enterprise risk management program, the Committee annually reviews and discusses an assessment prepared by management of the critical risks facing the Company, their relative magnitude and management’s actions to mitigate them. The Committee has also established procedures for the receipt, retention and treatment of complaints received by the Company regarding accounting, internal accounting controls or auditing matters or potential securities law violations, and the confidential and anonymous submission by Company employees of concerns regarding such matters. The Committee is responsible for the appointment, compensation and oversight of Ernst & Young. As part of its oversight function, the Committee has adopted certain policies to ensure that Ernst & Young’s provision of services does not impair the firm’s independence. Each year, the Committee considers whether to reappoint Ernst & Young, subject to stockholder ratification, to serve as the Company’s independent registered public accounting firm. As part of this process, the Committee considers, among other things, the continued independence of Ernst & Young, the depth of the firm’s and audit team’s experience, and the quality and efficiency of the services provided by Ernst & Young. THE NEW YORK TIMES COMPANY - P. 35
During 2022, the Committee met seven times and held separate discussions with management, the Company’s internal auditors and Ernst & Young. The full Committee reviews with management and Ernst & Young the earnings announcements and quarterly financial statements for each of the first three quarters. The Committee’s Chair, as the representative of the Committee, discusses the Company’s fourth-quarter and full-year earnings announcement with the Company’s Chief Financial Officer, its Chief Accounting Officer and Ernst & Young prior to public release; other members of the Committee also generally participate in this discussion. In addition, the Committee reviews with management and Ernst & Young the Company’s annual financial statements. The Committee also reviews and discusses the Company’s compliance with the requirements of the Sarbanes-Oxley Act with respect to internal control over financial reporting. Management has represented to the Committee that the Company’s 2022 annual consolidated financial statements were prepared in accordance with accounting principles generally accepted in the United States of America. The Committee reviewed and discussed with management, the Company’s internal auditors and Ernst & Young the Company’s 2022 annual consolidated financial statements and Ernst & Young’s audit report thereon, and Ernst & Young’s audit report on the effectiveness of the Company’s internal control over financial reporting. In addition, the Committee reviewed and discussed with management the annual report of management on the Company’s internal control over financial reporting. The Committee has also discussed with Ernst & Young the matters required to be discussed by Statement on Auditing Standard No. 1301 (formerly No. 16), Communication with Audit Committees, as adopted by the PCAOB, including, among other items, matters related to the conduct of the audit of the Company’s 2022 annual consolidated financial statements. In addition, the Committee has received and reviewed the written disclosures and the letter from Ernst & Young required by the PCAOB regarding Ernst & Young’s communications with the Committee concerning independence, and has discussed with Ernst & Young their firm’s independence from the Company and management. In reliance on the reviews and discussions referred to above, the Committee recommended to the Board of Directors, and the Board has approved, that the audited consolidated financial statements be included in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2022, for filing with the SEC. The Committee also has recommended, subject to stockholder ratification, the selection of Ernst & Young as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2023. Rachel Glaser, Chair Amanpal S. Bhutani Beth Brooke Doreen Toben
P. 36 - THE NEW YORK TIMES COMPANY
PROPOSAL NUMBER 2—SELECTION OF AUDITORS The Audit Committee has selected the firm of Ernst & Young LLP, an independent registered public accounting firm, as our auditors for the fiscal year ending December 31, 2023, subject to ratification of such selection by the Class A and Class B stockholders voting together as one class. Ernst & Young has informed us that the firm has no direct financial interest nor any material indirect financial interest in us or any of our affiliated companies. Ernst & Young has not had any connection during the past three years with us or any of our affiliated companies in the capacity of promoter, underwriter, voting trustee, director, officer or employee. A representative of Ernst & Young will be present at the virtual Annual Meeting, will have the opportunity to make a statement and will be available to respond to appropriate questions from stockholders. Recommendation and Vote Required The Audit Committee of the Board of Directors recommends a vote FOR the following resolution, which will be presented at the Annual Meeting: RESOLVED,that the selection, by the Audit Committee of the Board of Directors, of Ernst & Young LLP, an independent registered public accounting firm, as auditors of The New York Times Company for the fiscal year ending December 31, 2023, is hereby ratified, confirmed and approved. The affirmative vote of a majority of the shares of Class A stock and Class B stock represented at the Annual Meeting, in person or by proxy, and entitled to vote on the proposal, voting together as a single class, is required pursuant to the Company’s By-laws for approval of this resolution. As a result, abstentions will have the same effect as a vote against the proposal. Audit Committee’s Pre-Approval Policies and Procedures Our Audit Committee Charter requires the Audit Committee to pre-approve the rendering by our independent registered public accounting firm of all auditing services, internal control-related services and permitted non-audit services. The Chair of the Audit Committee may pre-approve the rendering of such services (other than internal control-related services) on behalf of the Committee, provided the matter is then presented to the full Committee at its next scheduled meeting. Audit and Other Fees The following table presents the aggregate fees incurred for audit and other services rendered by Ernst & Young during fiscal years 2022 and 2021, all of which services were approved by the Audit Committee. | | | | | | | | | | Service Type | Fiscal 2022 | Fiscal 2021 | | Audit Fees | $ | 3,061,300 | | $ | 2,535,700 | | | Audit-Related Fees | — | | — | | | Tax Fees | 311,000 | | 297,200 | | | All Other Fees | — | | — | | | Total Fees Billed | $ | 3,372,300 | | $ | 2,832,900 | |
Audit Fees ($3,061,300; $2,535,700).This category includes the aggregate fees billed by Ernst & Young for professional services rendered for the audit of the Company’s annual financial statements (which includes transactions or events during the year, including acquisitions), the reviews of the financial statements included in the Company’s quarterly reports on Form 10-Q, consents related to documents filed with the SEC and services normally provided by the independent auditor in connection with statutory and regulatory filings. Audit fees also include fees for professional services rendered for the audit of the effectiveness of internal control over financial reporting. Audit-Related Fees.No audit-related fees were paid in 2022 or 2021. Tax Fees ($311,000; $297,200).This category includes the aggregate fees billed by Ernst & Young for services in connection with tax advice and planning, tax returns, claims for refunds and tax payment planning. All Other Fees.No other fees were paid in 2022 or 2021. THE NEW YORK TIMES COMPANY - P. 37
2022 Compensation of Non-Employee Directors Our goal in setting compensation for our non-employee directors is to remain competitive in attracting and retaining high-quality directors. Compensation for our non-employee directors for 2022 had the following components: cash compensation, consisting of annual retainers for non-employee Board members, Committee Chairs, Committee members and the Presiding Director; and equity compensation in the form of restricted stock units for all non-employee Board members. Each year, management reports to the Nominating & Governance Committee on non-employee director compensation and makes recommendations with respect to the amount and form of compensation for non-employee directors. The Nominating & Governance Committee and the Board believe that our non-employee director compensation program is appropriately aligned with long-term stockholder interests because directors are subject to stock ownership guidelines (four times the annual Board cash retainer), and the shares of Class A stock payable in respect of vested restricted stock units are not delivered until a director leaves the Board. Non-employee directors have five years from their appointment to meet their stock ownership requirement and all of our non-employee directors have met their requirement or are on track to do so within the five-year period. Cash Compensation.In 2022, we paid an annual cash retainer (in quarterly installments) to non-employee Board members, Committee Chairs, Committee members and the Presiding Director as follows: •Annual cash Board retainer of $60,000; •Annual cash Committee Chair retainer of $10,000; •Annual cash Committee retainers in the following amounts: — Audit—$20,000 — Compensation—$10,000 — Finance—$10,000 — Nominating & Governance—$6,000; and •Annual cash Presiding Director retainer of $25,000. Restricted Stock Units. On the date of the 2022 Annual Meeting, the Company granted 3,836 restricted stock units for Class A stock (with a grant date fair value of $150,000) to each non-employee director. These restricted stock units will vest on the date of the 2023 Annual Meeting (assuming continued service on the Board of Directors until that date), and the underlying shares of Class A stock will be distributed to each non-employee director within 90 days following his or her cessation of service from the Board. Each non-employee director’s account is credited with additional restricted stock units with a value equal to the amount of all dividends paid on the Company’s Class A stock. Expenses.We reimburse reasonable expenses incurred for attendance at Board and Committee meetings and director orientation or other relevant educational programs. Recent Compensation Changes. In 2022, the Nominating & Governance Committee received a report from Exequity, the Compensation Committee’s independent compensation consultant, analyzing prevailing trends in director compensation. Based on this review, the Nominating & Governance Committee recommended, and the Board approved, effective January 1, 2023, (i) an increase in the annual cash Presiding Director retainer to $30,000 and (ii) an increase in the grant date fair value of the annual grant to non-employee directors of restricted stock units for Class A stock to $175,000.
P. 38 - THE NEW YORK TIMES COMPANY
Non-Employee Director Compensation Table The total 2022 compensation of our non-employee directors is shown in the following table. | | | | | | | | | | | | | | | | | | Name
(a) | Fees Earned or Paid in Cash1 ($) (b) | Stock Awards2,3 ($) (c) | Option
Awards
($)
(d) | All Other Compensation
($)
(g) | Total
($)
(h) | | Amanpal S. Bhutani | 90,000 | | 150,000 | | — | | — | | 240,000 | | | Manuel Bronstein | 66,000 | | 150,000 | | — | | — | | 216,000 | | | Beth Brooke | 90,000 | | 150,000 | | — | | — | | 240,000 | | | Rachel Glaser | 100,000 | | 150,000 | | — | | — | | 250,000 | | | Arthur Golden | 70,000 | | 150,000 | | — | | — | | 220,000 | | | Hays N. Golden | 70,000 | | 150,000 | | — | | — | | 220,000 | | | Brian P. McAndrews | 103,500 | | 150,000 | | — | | — | | 253,500 | | | John W. Rogers, Jr. | 86,000 | | 150,000 | | — | | — | | 236,000 | | | Doreen Toben | 97,500 | | 150,000 | | — | | — | | 247,500 | | | Rebecca Van Dyck | 86,000 | | 150,000 | | — | | — | | 236,000 | |
1.Includes a Presiding Director retainer for Mr. McAndrews and a Committee Chair retainer for each of Ms. Glaser, Mr. McAndrews, Mr. Rogers, Ms. Toben and Ms. Van Dyck. 2.Included in the “Stock Awards” column is the aggregate grant date fair value of the discretionary grant of restricted stock units made to each non-employee director on April 27, 2022, under the 2020 Incentive Plan, computed in accordance with Financial Accounting Standards Board Accounting Standards Codification Topic 718, Stock Compensation (“FASB ASC Topic 718”). The grant date fair value of such awards is estimated as $150,000. 3.The following table shows the aggregate unvested restricted stock units and phantom stock units outstanding at December 31, 2022, for each non-employee director: | | | | | | | | | | Name | Aggregate Unvested Restricted Stock Units Outstanding at December 31, 2022 (#)a | Aggregate Phantom Stock Units Outstanding at December 31, 2022 (#)b | | Amanpal S. Bhutani | 3,858 | | — | | | Manuel Bronstein | 3,858 | | — | | | Beth Brooke | 3,858 | | — | | | Rachel Glaser | 3,858 | | — | | | Arthur Golden | 3,858 | | — | | | Hays N. Golden | 3,858 | | — | | | Brian P. McAndrews | 3,858 | | 16,619 | | | John W. Rogers, Jr. | 3,858 | | — | | | Doreen Toben | 3,858 | | 81,492 | | | Rebecca Van Dyck | 3,858 | | — | |
(a)Includes aggregate number of unvested restricted stock units, including unvested restricted stock units credited to each non-employee director’s account in respect of cash dividends paid on the Class A stock in 2022. Additional unvested restricted stock units were credited to each non-employee director’s account in January 2023 in respect of the Company’s fourth quarter cash dividend. (b) Prior to 2015, a discretionary grant of phantom Class A stock units was credited to each non-employee director’s account under the Directors’ Deferral Plan on the date of the Company’s annual meeting. Aggregate phantom stock units outstanding reflect grants prior to the termination of the Directors’ Deferral Plan in December 2014, and include amounts credited in 2022 in connection with dividend equivalents, which are initially held as cash and converted to phantom stock units as of the date of the THE NEW YORK TIMES COMPANY - P. 39
Company’s next succeeding annual meeting. Cash accounts are also credited with interest at a market rate. Subsequent to a non-employee director’s resignation, we pay him or her the cash value of amounts accumulated in his or her account.
DIRECTORS’ AND OFFICERS’ LIABILITY INSURANCE The Company maintains directors’ and officers’ liability insurance effective July 1, 2022, with an expiration date of July 1, 2023. The program was purchased at an annual cost of approximately $1.4 million. The insurance companies providing directors’ and officers’ liability insurance are Zurich American Insurance Company, Chubb - ACE American Insurance Company, Travelers Casualty and Surety Company of America, Sompo - Endurance Assurance Corporation, Swiss Re - North American Specialty Insurance Company, CNA - Continental Casualty Company, Nationwide - National Casualty Company, Allied World Assurance Company (U.S.), Inc., Great American Insurance Company, Berkley - Berkley Professional Liability, LLC and Beazley Insurance Company, Inc.
P. 40 - THE NEW YORK TIMES COMPANY
COMPENSATION OF EXECUTIVE OFFICERS
Compensation Committee Report The Compensation Committee has reviewed and discussed with Company management the “Compensation Discussion and Analysis” appearing below, and based on its review and discussions, the Committee has recommended to the Board that the Compensation Discussion and Analysis be included in this Proxy Statement and incorporated by reference into the Company’s 2022 Annual Report on Form 10-K. Brian P. McAndrews, Chair Beth Brooke Rachel Glaser Rebecca Van Dyck Compensation Discussion and Analysis We believe that our executive officers are critical to our success and to the creation of long-term stockholder value. We structure compensation for our executive officers based on the following objectives: •to drive performance through the achievement of short-term and long-term objectives; •to link our executives’ total compensation to the interests of our stockholders and to drive the creation of value for stockholders over the long term; and •to enable us to attract, retain and motivate the highest caliber of executives by offering competitive compensation and rewarding superior performance. The discussion below analyzes 2022 executive compensation for the following executive officers whose compensation is set out in the Summary Compensation Table (our “named executive officers”): •A.G. Sulzberger, Chairman of the Board and Publisher, The New York Times; •Meredith Kopit Levien, President and Chief Executive Officer; •Roland Caputo, Executive Vice President and Chief Financial Officer; •Diane Brayton, Executive Vice President and General Counsel; and •Jacqueline Welch, Executive Vice President and Chief Human Resources Officer. Executive Summary Executive Compensation Governance Key executive compensation practices are summarized below. We believe these practices promote good governance and align the interests of our executive officers with the interests of our stockholders. ☑ The Compensation Committee consists solely of independent directors, notwithstanding an exemption from NYSE rules available to us as a controlled company. ☑ Each year, the Compensation Committee approves the compensation for the Company’s executive officers. For the Chairman and Publisher and the Chief Executive Officer, final compensation decisions are approved by the independent members of our Board of Directors. ☑ The Compensation Committee’s independent compensation consultant, Exequity, is retained directly by the Committee and performs services in support of the Committee. The Compensation Committee’s charter authorizes it to engage such consultants and advisors as it determines to be appropriate. THE NEW YORK TIMES COMPANY - P. 41
☑ At the direction of the Compensation Committee, management reaches out to significant stockholders periodically to solicit comments on executive compensation matters, and the Committee takes this stockholder feedback into account in designing executive compensation. ☑ Each year the Compensation Committee conducts a review of the Company’s executive compensation program to ensure that it does not create risks that are reasonably likely to have a material adverse effect on the Company. ☑ Performance-based cash and equity awards to executives are made under the Company’s current stockholder-approved incentive plan, which: ◦requires a one-year minimum vesting schedule for stock awards, with limited exceptions; ◦prohibits the repricing of any stock option or stock appreciation right without stockholder approval; ◦prohibits dividend-equivalent rights with respect to stock options and stock appreciation rights, and prohibits the payment of dividends and dividend equivalents with respect to unvested share-based awards; ◦does not provide for automatic vesting of awards in the event of a change in control; and ◦does not contain an “evergreen” share reserve, meaning that the shares of Class A stock reserved for awards are fixed by number rather than by reference to a percentage of the Company’s total outstanding shares. ☑ The Company has in place meaningful stock ownership guidelines for its executive officers to further align their interests with those of our stockholders. ☑ The Company’s executive officers are subject to a compensation recoupment or “clawback” policy that applies to performance-based cash and equity compensation. ☒ The Company’s executive officers may not engage in short-term, speculative trading in Company stock, including hedging or other derivative transactions, hold Company stock in a margin account or pledge Company stock as collateral for a loan. ☒ The Company does not provide so-called tax “gross-ups” for its executive officers. ☒ The Company does not provide significant perquisites for executive officers. Compensation Highlights This past year was the Company’s first full year of executing on our strategy to become the essential digital subscription for every English-speaking person seeking to understand and engage with the world. At the end of 2022, the Company had approximately 9.55 million subscribers who purchased approximately 10.98 million paid subscriptions across our products, and 2022 revenues from our digital-only subscriptions increased 26.5% year-over-year to approximately $979 million. We believe that our subscriber growth over the last several years demonstrates the success of our “subscription-first” strategy and willingness of our readers to pay for high-quality journalism. Advertising performed relatively well in an increasingly difficult market, with revenues growing 5.2% in 2022 compared with the prior year. Total revenues increased 11.3% year-over-year to over $2.3 billion in 2022. During the year, we applied a disciplined approach to cost management, while continuing to invest in our journalism, brand and products, and taking steps to position our organization for further growth. These efforts took place while we continued to maintain the highest standards of journalism, highlighted by numerous awards and accolades. P. 42 - THE NEW YORK TIMES COMPANY
In early 2023, our Board of Directors authorized the Company to repurchase shares of the Company’s Class A stock of up to $250 million (in addition to a previous authorization in 2022 of $150 million) and approved a $.02 increase in the quarterly dividend. Details of our 2022 financial results appear in the “Management’s Discussion and Analysis of Financial Condition and Results of Operations” section of our Annual Report on Form 10-K for the fiscal year ended December 31, 2022. Key highlights with respect to the Company’s executive compensation program are as follows: •Annual Incentive Compensation ◦In April 2022, the Compensation Committee approved a change to the Company’s annual incentive plan to include a performance metric based on digital subscription and advertising revenue in addition to an adjusted operating profit performance metric. The Committee believes the combination of revenue and profit metrics provides an appropriate balance between generating revenue, managing expenses and growing the business, and avoids over-reliance on a single financial performance metric. The 75% portion of the 2022 annual incentive awards for our executive officers based on financial performance (50% based on adjusted operating profit and 25% based on digital subscription and advertising revenue) was earned at 83% of target. In February 2023, the Committee approved, for 2023, certain modifications to this revenue performance metric and certain other changes to the annual incentive plan. See “—Executive Compensation—Annual Incentive Compensation” for more information. •Long-Term Incentive Compensation ◦In February 2022, the Compensation Committee approved various changes to the Company’s long-term incentive compensation program, including the addition of a financial performance metric based on digital subscription revenue, the shift to an all-stock payout (from a payout that was a mix of cash and stock) and the inclusion of time-based restricted stock units as a component of executives’ long-term equity compensation. The Committee believes these changes more closely align long-term incentive compensation with market practice and the Company’s objectives for long-term profitable growth. See “—Executive Compensation—Long-Term Incentive Compensation” for more information. ◦Compensation for 2022 included a payout under the 2020-2022 long-term performance award program. The portion of the award based on cumulative adjusted operating profit (60% of the executives’ target award; half paid in Class A stock and half paid in cash) was earned at 200% of target, and the portion based on relative total stockholder return (40% of the executives’ target; payable in Class A stock) was earned at 52% of target. See “—Executive Compensation—Long-Term Incentive Compensation” for more information. Stockholder Advisory Vote on Executive Compensation and Stockholder Outreach At our 2022 Annual Meeting, we held an advisory vote on executive compensation (“say-on-pay” vote). Under our Certificate of Incorporation, the say-on-pay vote is an item on which our Class B stockholders vote, and the Class B stockholders overwhelmingly supported the say-on-pay proposal in 2022. Although Class A stockholders are not able to vote on the say-on-pay proposal, management engages in regular outreach to representatives of significant holders of our Class A common stock to solicit their feedback on executive compensation matters. See “Board of Directors and Corporate Governance—Stockholder Engagement” for more information on our stockholder outreach efforts. The Committee considers the results of the say-on-pay vote as well as the views of significant Class A stockholders in designing executive compensation. Compensation of Meredith Kopit Levien, New President and Chief Executive Officer
On September 8, 2020, Meredith Kopit Levien, previously Executive Vice President and Chief Operating Officer, became the Company’s President and Chief Executive Officer. In connection with her appointment, Ms. Kopit Levien and the Company entered into an employment agreement, dated as of July 21, 2020 (the “Employment Agreement”). Ms. Kopit Levien‘s compensation arrangements were the result of arm‘s-length negotiations. In negotiating and approving Ms. Kopit Levien’s compensation, the Board was advised by Exequity, the Compensation Committee’s independent compensation consultant. In developing the compensation arrangement, the Committee considered the same executive compensation objectives used for our other executives and sought to develop a market-competitive package that would offer meaningful incentives for successfully achieving positive results for the Company’s stockholders. The Employment Agreement has an initial term through January 1, 2023, with an “evergreen” renewal provision whereby, on each January 1, an additional one year will be added to the term so that it will always be at least two to three years in duration.
Under the terms of her Employment Agreement, Ms. Kopit Levien is entitled to the following compensation:
•Annual Base Salary. Ms. Kopit Levien’s annual base salary was initially set at $900,000.
THE NEW YORK TIMES COMPANY - P. 39
•Incentive Compensation. Ms. Kopit Levien continues to be eligible to participate in the Company’s annual incentive plan and its long-term incentive compensation program, with targets set annually by the Compensation Committee of the Board and independent Board members, in consultation with the other non-management directors. Her 2020 annual incentive plan target was 100% of her prorated annual base salary, and her 2021 annual incentive plan target is similarly 100% of her annual base salary. Under the long-term incentive program, her total targeted amount for the 2020-2022 performance cycle was increased from $1,000,000 to $2,600,000, and her total targeted amount for the 2021-2023 performance cycle is $3,200,000.
•Severance Benefits. In the event Ms. Kopit Levien’s employment is terminated by the Company without “cause” or she resigns for “good reason,” in each case, as defined in the Employment Agreement, or if the term of her employment expires following a notice on non-extension from the Company, she will generally be entitled to receive (i) an amount equal to 1.25 times the sum of her base salary and target annual incentive award, and (ii) reimbursements for the actual cost of COBRA coverage in excess of the amount that similarly situated active employees pay for the same levels of coverage as elected by her for up to 15 months after termination.
•Benefits. Ms. Kopit Levien continues to be eligible to participate in the same benefit plans in which she was previously eligible to participate, in accordance with their terms and on the same basis as other senior executives.
Compensation-Setting Process The Compensation Committee, which consists solely of independent directors, is primarily responsible for overseeing compensation for our executive officers, including the named executive officers. Each year, the Committee approves the compensation for the Company’s executive officers other thanofficers. For the Chairman and Publisher and the Chief THE NEW YORK TIMES COMPANY - P. 43
Executive Officer, for whom final compensation decisions are madeultimately approved by the independent members of our Board of Directors, in consultation with the other non-employee directors. The Committee generally reviews employee compensation matters with management. Our human resources, legal, controller and treasury departments support the Committee in its work and help administer our compensation programs. The members of the Committee also familiarize themselves with compensation trends and competitive conditions through periodic consultations with compensation experts, including Exequity, and the review of market data and other information about relevant market practices. In addition, the Committee has directed management to meet with representatives of significant stockholders to solicit their feedback on executive compensation matters. A discussion of the composition and procedures of the Committee, including the role of Exequity, is set forth above under “Compensation Committee—Compensation Committee Procedures” on page 31. P. 40 - THE NEW YORK TIMES COMPANY
Components of Compensation To achieve our compensation objectives, the Compensation Committee structured 20202022 executive compensation to have the following components, each of which is discussed in more detail below. The compensation structure is performance-oriented, with “at risk” compensation consisting of annual and long-term incentive programs designed to link the compensation of our named executive officers to the overall success of the Company and support the Company’s business strategy and performance. | | | | | | | | | Pay Component | Structure and Intended Purpose | Fixed | | | Salary | Fixed cash component designed to compensate individual for role and scope of responsibilities. | Variable or “at risk” | | | Annual incentive compensation, consisting of performance-based cash awards | Performance-based awards payable in cash designed to motivate and reward an individual’s contributions to the achievement of short-term objectives by linking compensation to the Company’s budgeted adjusted operating profit objective for the year, as well as individual operational and strategic goals. Target payout is set as a percentage of salary, with higher percentages for individuals with greater responsibility. See “—Executive Compensation—Annual Incentive Compensation.” | Long-term incentive compensation, consisting of performance-based cash and stock awards | Performance-based awards payable in cash and shares of Class A stock designed to reinforce the relationship between pay and performance by linking compensation to the achievement of three-year performance goals based on adjusted operating profit and relative total stockholder return. Target payouts are set at specific amounts of cash and shares, with higher targets for individuals with greater responsibility. | Other benefits | | | ●
| Employee benefit plans available to substantially all employees, including medical, life insurance and disability plans, and a Company 401(k) Plan that provides a match on employee contributions and discretionary profit-sharing contributions. | | ●
| Certain executives are participants in two unfunded non-qualified defined contribution plans, one of which was frozen as of December 31, 2013, and two unfunded non-qualified defined benefit plans that were frozen as of December 31, 2009. |
In addition to these components of compensation, executives participate in employee benefit plans that are generally available to the Company’s employees, including medical, life insurance and disability plans, and a Company 401(k) Plan that provides a match on employee contributions and discretionary profit-sharing contributions. Certain executives are also participants in two unfunded non-qualified defined contribution plans, one of which was frozen as of December 31, 2013, and two unfunded non-qualified defined benefit plans that were frozen as of December 31, 2009. See “—Executive Compensation—Other Elements of Executive Compensation” for more information.
P. 44 - THE NEW YORK TIMES COMPANY
The following charts show the components of 20202022 target compensation established for Ms. Kopit Levien, our CEO, and our other named executive officers, (excluding Mr. Thompson, who retired in September 2020), as well as the percentage of total variable or “at risk” compensation:
THE NEW YORK TIMES COMPANY - P. 41
For purposes of the above chart, time-based restricted stock units are considered variable compensation as the ultimate value after the satisfaction of the time-based vesting conditions will depend on the future market value of the Company’s Class A stock.Key Factors in Setting Compensation In setting or recommending an executive’s compensation, the Committee evaluates each of the following factors: •Benchmarking—Each year, the Committee reviews an analysis of executive compensation levels and practices for each executive prepared by Exequity. In December 2019, in preparation for2021, to inform its decision-making regarding 20202022 target compensation, levels, the Committee reviewed each element of target total compensation in relation to a peer group ofand survey data. The peer group reviewed included 19 publicly listed companies listedidentified below whichthat operate in the journalism, media and digital industries. Where peer groupSurvey data was unavailable due to limited matchesincludes media or lack of comparability, the Committee reviewedgeneral industry companies based on position and data provided from the Willis Towers Watson 2019 Media Executive Compensation Survey, which includes 61 companies that fit within an all-media industry category.availability.
| | | | | | | | | Compensation Peer Group for Benchmarking1 | | AMC Networks | Meredith Corporation | Twitter, Inc. | | Audacy, Inc. | Nexstar Media Group, Inc. | Yelp Inc. | | Gannett Co., Inc. | Scholastic Corporation | Ziff Davis, Inc. | | Gray Television, Inc. | Sinclair Broadcast Group, Inc. | Zillow Group, Inc. | | IAC/InterActiveCorp | TEGNA Inc. | Zynga Inc. | | iHeartMedia, Inc. | The E.W. Scripps Company | | Discovery, Inc. | News Corporation | Tribune Media Company | Gannett Co., Inc. | Nexstar Media Group, Inc. | Tribune Publishing Company | Hearst Corporation | Scholastic Corporation | Turner Broadcasting System, Inc. | IAC/InterActiveCorp | Sinclair Broadcast Group, Inc. | Yelp Inc. | | John Wiley & Sons, Inc. | TEGNATripAdvisor, Inc. | Zillow Group, Inc. | j2 Global, Inc. | | |
1.Discovery, Inc. and News Corporation were part of the Company’s executive compensation peer group in December 2021, but were not included in the benchmarking analysis due to their size relative to the Company. In addition, privately-held companies Hearst Communications, Tribune Media Company, Tribune Publishing Company and Turner Broadcasting, were also part of the Company’s executive compensation peer group in December 2021, but were not included in the benchmarking review. In addition to reviewing peer group and survey market data, the Committee considers other internal and external factors in setting compensation for executives, the Committee reviews,executives. These factors include, among other factors, target total compensation for the Company’s executives in relation to the peer group’s 50th percentile. Individual total target compensation may be higher or lower than the 50th percentile based on a number of factors, includingothers, an executive’s experience and tenure, retention and succession planning considerations, challenges in matching a particular role at the Company to market dataperformance and year-to-year swings in the benchmark data.internal pay equity. •Company Performance—The Committee ties a substantial portion of each named executive officer’s compensation to Company performance, as well as a portion to individual performance. All executive officers, including the named executive officers, are eligible for annual and long-term incentive THE NEW YORK TIMES COMPANY - P. 45
compensation, that reinforces the relationship between pay and performance by linkingwhich links compensation to the achievement of important short- and long-term Company performance targets. ThesePerformance targets are set by the Committee in advance based on the Company’s objectives as set out in its operating budget and three-year plan. In addition, the delivery of long-term projections. Executivesperformance award payouts in Class A stock further links executive compensation with a greater responsibility for the developmentinterests of the Company’s strategic plan and its successful execution have a greater portion of their total compensation delivered in variable, performance-based compensation.our stockholders. For Mr. Caputo and Ms. Brayton,those executives who report to the Chief Executive Officer, the Committee tooktakes into consideration Ms. Kopit Levien’s review of their performance during the year. For Mr. Benten, the Committee took into consideration Mr. Caputo’s review of hisindividual performance during the year. •Internal Pay Equity—The Committee’s approach to compensation is that executives holding comparable positions of responsibility should have similar compensation opportunities, adjusted to reflect their responsibilities and role within the Company and recognizing that actual rewards earned should reflect personal performance and achievement of individual objectives. •Tally Sheets—The Committee also reviewed tally sheets detailing the total compensation of the named executive officers. These tally sheets identified all components of compensation for these executives, including the compensation such executives would be eligible to receive under different termination scenarios, as described in “—Payment Upon Termination or Change in Control Table.” At the completion of this review, the Committee concluded that the compensation to be paid to executives in 20202022 was appropriate and reasonable in light of the factors discussed above. P. 42 - THE NEW YORK TIMES COMPANY
Setting Performance Goals A substantial portion of each named executive officer’s compensation depends on the achievement of specific incentive targets that are directly linked to short- or long-term performance objectives. Performance is measured against the Company’s annual operating budget and three-year plan, which are developed and submitted to the Board by management at the beginning of each year and are based on an assessment of the state of the business and the industry at that time, as well as expectations regarding annual and long-term performance. The annual operating budget and three-year plan set financial performance objectives that management believes are aggressive but achievable based on the underlying strategic and operating assumptions regarding revenue, expense projections and investment initiatives. Historically, the Committee has set a target performance level for a 100% payout at the same level as the relevant objective. While future results cannot be predicted, the Committee believes that these performance targets are set at levels such that achievement of the target levels would reflect a strong performance on the part of the executive officers and that payment of the maximum amounts would occur only upon the achievement of results substantially in excess of internal and market expectations at the time the targets are set. The Company’s annual operating budget and three-year plan are created independent of, and therefore the financial performance targets generally exclude, the effect of certain non-recurring or non-operational events. In addition, these financial performance targets were established atevents, including acquisitions and accounting changes. P. 46 - THE NEW YORK TIMES COMPANY
Executive Compensation NEO Target Compensation in 2022 The table below shows the beginning2022 target compensation for each of the year, prior to the onset of the Covid-19 pandemic. During 2020,Company’s named executive officers as established early in 2022 by the Compensation Committee considered(and, with respect to the impactChairman and Publisher and the Chief Executive Officer, by the independent members of Covid-19 on our executivethe Board, in consultation with the other non-employee directors). Each component of this compensation program, but didis further described below. | | | | | | | | | | | | | | | | | | | Name | Annualized
2022
Base Salary
($) | Target
2022 Annual
Incentive
($) | 2022 Long-Term Incentive Compensation | Total Target 2022 Compensation
($) | Restricted Stock
Units (at grant)
($) | Performance
Awards (at target)
($) | | A.G. Sulzberger | 612,001 | | 612,001 | | 355,200 | | 1,420,800 | | 3,000,002 | | | Meredith Kopit Levien | 925,000 | | 920,959 | | 800,000 | | 3,200,000 | | 5,845,959 | | Roland Caputo1 | 635,076 | | 635,076 | | 200,000 | | 800,000 | | 2,270,152 | | | Diane Brayton | 586,614 | | 410,630 | | 145,000 | | 580,000 | | 1,722,244 | | | Jacqueline Welch | 525,000 | | 302,288 | | 87,000 | | 388,000 | | 1,302,288 | |
1.This table does not modify these targets. Executive Compensationinclude a special award granted to Mr. Caputo during 2022, which is further described below.
Salaries Salaries for executive officers are reviewed annually and are intended to provide competitive compensation to each executive based on position, scope of responsibility, business and leadership experience, performance and performance.market positioning. For 2020,2022, the Committee reviewed executive officer salaries and made certain adjustments based on the Committee’s consideration of these factors. Upon her appointment as Presidentapproved 2.8% and Chief Executive Officer, effective September 8, 2020,5% increases for Ms. Kopit Levien’s salary increased from approximately $808,000 to $900,000 pursuant to her Employment Agreement.Levien and Ms. Welch, respectively. Base salaries for the other named executive officers did not change. The salaries paid to our named executive officers during 2020 appear2022 are set out in column (c) of the Summary Compensation Table. THE NEW YORK TIMES COMPANY - P. 43
Annual Incentive Compensation The Committee grants awards under an annual incentive compensation program that provides executives the opportunity to earn cash based on the achievement of financial and individual performance goals. In February 2020,2022, the Compensation Committee set 20202022 annual incentive targets for all executives, including the named executive officers, as a percentage of salary. The target percentages were set taking into account a number of factors, including prevailing external practices, the Committee’s consideration of the nature of the position and internal pay equity concerns. Generally, the more responsible the executive officer’s position, the higher the target percentage. For the named executive officers, target amounts ranged from 45%60% to 100% of base salary. The Committee structured 20202022 annual incentive compensation payable in cash, for executives, including the named executive officers, as follows: | | | | | | | | | 20202022 Annual Incentive Compensation | | Component | Measure | Percentage | Financial targettargets | Adjusted Operating Profit1 | 75%50% | Digital Subscription and Advertising Revenue2 | 25% | | Individual target | Assessment of achievement measured against predetermined operational and strategic goals | 25% |
1.Adjusted Operating Profit is defined as (i) revenues less (ii) total operating costs (excluding severance, depreciation and amortization and multiemployer pension plan withdrawal costs), adjusted to exclude the effect of any acquisitions and dispositions.dispositions, certain non-cash impairment charges and certain other pre-approved items. 2.Digital Subscription and Advertising Revenue is defined as (i) digital subscription revenue consisting of revenue from subscriptions to the Company’s digital products and (ii) digital advertising revenue, which THE NEW YORK TIMES COMPANY - P. 47
includes our core digital advertising business and other digital advertising, adjusted to exclude the effect of any acquisitions and dispositions following establishment of the metrics. Financial Component As reflected above, the financial component of the 2022 annual incentive compensation plan consisted of targets related to adjusted operating profit and digital subscription and advertising revenue. The Committee believes that adjusted operating profit is a valuable measure of our performance for compensation purposes because it facilitates comparisons with historical operating performance on a consistent basis. In addition, adjusted operating profit is a measure often used by investors, analysts and others to assess Company performance, and thus serves to align the interests of our executives with those of our stockholders. For 2022, the Committee approved the addition of a digital subscription and advertising revenue metric alongside adjusted operating profit. The Committee believes the combination of revenue and profit metrics provides an appropriate balance between generating revenue, managing expenses and growing the business, and avoids over-reliance on a single financial performance metric. For 2022, the performance level for a 100% payout of the financial componentcomponents was set at the operating budget objective, with potential payouts ranging from zero to 200% of target based upon a predetermined performance scale. Our 2020 budget, and as a result, the financial performance target, took into account, among other factors, a projected challenging print advertising environment and planned investment in various initiatives. However, because it was established at the beginning of the year, prior to the onset of the Covid-19 pandemic, the financial performance target did not take into account the potential impact of Covid-19 on our business. During 2020, the Compensation Committee considered the potential impact of Covid-19 on annual incentive compensation and did not modify the previously established financial performance target. The Company’s actual 2020 adjusted operating profit resulted in a payout of 104% for the portion of the annual incentive awards based on financial performance.
The following table sets out the 2020 2022adjusted operating profit and digital subscription and advertising revenue targets and achievement level.levels. | | 2020 Financial Performance Component | | | 2022 Financial Performance Components | | 2022 Financial Performance Components | | (dollars in thousands) | (dollars in thousands) | Threshold (10%) Payout ($) | Target (100%) Payout ($) | Maximum (200%) Payout ($) | 2020 Actual ($) | Resulting Payout Percentage | (dollars in thousands) | Weighting | Threshold (10%) Payout ($) | Target (100%)
Payout ($) | Maximum (200%) Potential Payout ($) | 2022 Actual ($) | Resulting Payout Percentage | Adjusted operating profit1 | Adjusted operating profit1 | 208,369 | 248,369 | 288,369 | 250,617 | 104% | Adjusted operating profit1 | 67% | 278,807 | 333,807 | 388,807 | 343,862 | 116% | Digital subscription and advertising revenue2 | | Digital subscription and advertising revenue2 | 33% | 1,287,630 | 1,367,630 | 1,447,630 | 1,297,014 | 17% | | Total: | | Total: | 100% | | 83% |
1.2022 actual adjusted operating profit was approximately 103% of targeted adjusted operating profit. See Appendix A for the calculation of 20202022 adjusted operating profit. P. 44 - THE NEW YORK TIMES COMPANY
2.2022 actual digital subscription and advertising revenue was approximately 95% of targeted digital subscription and advertising revenue.Individual Component As noted above, 25% of the annual incentive award was based upon an assessment of the executive’s individual achievement with respect to operational and strategic goals. In its review, the Committee took into account each executive’s responsibility for the Company’s overall performance, as well as, for Mr. Benten, Mr. Caputo’s recommendation, and for Mr. Caputo and Ms.Mss. Brayton and Welch, Ms. Kopit Levien’s recommendation. In particular, the Committee took into account (i) for Mr. Sulzberger and Ms. Kopit Levien, their strong leadership and Mr. Thompson (for his period of service in 2020), their success in ensuring a smooth leadership transition and providing continued strategic direction for the Company and its culture, particularlyeffective partnership during a year that was significantly affected by the Covid-19 pandemic;of continued growth and innovation; (ii) for Mr. Caputo, his substantialsignificant contributions as chief financial officer, duringincluding disciplined cost management as the year, including adapting the organization, both financiallyCompany’s operations continued to grow and operationally, to the Covid-19 pandemic;modernization of Company’s financial technology systems; (iii) for Ms. Brayton, her significantsubstantial contributions during the year as general counsel of a continually evolving organization, as well asleading a team that advised on critical matters including litigation, labor relations and evolving regulatory requirements; and (iv) for Ms.Welch, her interimeffective leadership of the Company’s human resources function, duringincluding continued progress toward achieving the second half of the year;Company’s diversity, equity and (iv) for Mr. Benten, his valuable contributions to the organization during the year, including the successful completion of initiatives relatedinclusion objectives and improvements to the Company’s pension obligations and real estate.enterprise-wide performance review process. The Committee assessed the individual achievement of each of the named executive officers as follows: P. 48 - THE NEW YORK TIMES COMPANY
THE NEW YORK TIMES COMPANY - P. 49
| | | | | | | Name | Individual Achievement | | A.G. Sulzberger | 130%115% | | Meredith Kopit Levien | 130%115% | | Roland Caputo | 135%110% | | Diane Brayton | 135%120% | R. Anthony BentenJacqueline Welch | 125% | Mark Thompson | 130%110% |
Resulting 20202022 Annual Incentive Payouts The following table sets out, for each named executive officer, the 2020 base annual salary and the 20202022 target, potential maximum and actual annual incentive amounts, in dollars and as a percentage of the executive’s 20202022 base salary. | | Name | Name | Target ($)1 (% of base salary) | | Potential Maximum ($)
(% of base salary) | | Actual ($)
(% of base salary) | Name | Threshold ($) | Target ($)1 (% of base salary) | | Potential Maximum ($)
(% of base salary) | | Actual ($)
(% of base salary) | | A.G. Sulzberger | A.G. Sulzberger | $ | 610,034 | | 100% | | $ | 1,220,068 | 200% | | $ | 674,088 | 110% | A.G. Sulzberger | 45,900 | 612,001 | 100% | | 1,224,002 | 200% | | 556,921 | 91% | Meredith Kopit Levien2 | $ | 834,070 | | 100% | | $ | 1,668,140 | 200% | | $ | 921,647 | 102% | | | Meredith Kopit Levien | | Meredith Kopit Levien | 69,072 | 920,959 | 100% | | 1,841,918 | 200% | | 838,073 | 91% | | Roland Caputo | Roland Caputo | $ | 628,998 | | 100% | | $ | 1,257,996 | 200% | | $ | 702,905 | 111% | Roland Caputo | 47,631 | 635,076 | 100% | | 1,270,152 | 200% | | 569,981 | 90% | | Diane Brayton | Diane Brayton | $ | 409,310 | | 70% | | $ | 818,620 | 140% | | $ | 457,404 | 78% | Diane Brayton | 30,797 | 410,630 | 70% | | 821,260 | 140% | | 378,807 | 65% | | R. Anthony Benten | $ | 203,758 | | 45% | | $ | 407,516 | 90% | | $ | 222,606 | 49% | | Mark Thompson3 | $ | 735,044 | | 100% | | $ | 1,470,088 | 200% | | $ | 812,224 | 109% | | | Jacqueline Welch | | Jacqueline Welch | 22,672 | 302,288 | 60% | | 604,576 | 120% | | 271,303 | 52% |
1.Amounts above reflect any changes in base salary during the year. 2.As noted above, in connection with her appointment as President and Chief Executive Officer effective September 8, 2020, and pursuant to her Employment Agreement, Ms. Kopit Levien’s base salary increased. The table reflects her increaseda prorated increase in Mss. Kopit Levien and Welch’s base salary and proratedMs. Welch’s annual incentive target amount.award target.
3.Mr. Thompson, who retired as President and Chief Executive Officer effective September 8, 2020, was entitled to a prorated portion of the payouts, based on the period worked until his retirement. The actual payouts presented in this table for Mr. Thompson have been prorated to reflect his retirement.
20212023 Annual Incentive Compensation
TheIn February 2023, the Committee structured 2021approved certain changes for the 2023 annual cash incentive compensation program to further align with market practice and the Company’s growth objectives. First, the revenue performance metric for executives based on a similar allocation of 75% for financial performance and 25% for individual goals. Performance targets2023 will again be based on adjusted operating profit,total revenues, reflecting the importance of all revenue streams to the Company’s strategy and 2023 budget. Second, the Committee has set target amountsapproved changes to the relative weighting of the financial and individual components of annual incentive compensation, and an increase to the threshold payout level from 10% to 50% in line with market practice. The illustration below summarizes these changes for each executive officer as a percentage of base salary.2023. P. 50 - THE NEW YORK TIMES COMPANY - P. 45
Long-Term Incentive Compensation The Committee makes annual awards under abelieves that its long-term incentiveperformance-based program, which consists entirely of equity compensation, program that provides executives the opportunity to earn cash and shares of Class A stock at the end of three-year performance cycles based on the achievement of specified performance goals. The Committee believes this program aligns the interest of executives with that of stockholders and helps to ensure the fulfillment of our long-term strategic objectives and rewards them in relation to the achievement of these goals.objectives. In 2020,The 2022 long-term incentive compensation consisted ofprogram included the grant of both long-term performance-based awards for the 2020-2022under a 2022-2024 performance cycle and time-vested restricted stock units.
2022 Long-Term Incentive Compensation In February 2022, taking into account market practice, stockholder input and other considerations, the payout of the 2018-2020 long-term performance-based awards. Long-Term Performance Awards for 2020-2022
For the 2020-2022 performance cycle, long-term awards are based on the achievement of specified goals under two performance measures:
•Cumulative adjusted operating profit: represents 60% of an executive’s target award, with half paid in Class A stock and half paid in cash; and
•Relative total stockholder return, or “TSR,” of the Company: represents 40% of an executive’s target award and is paid entirely in Class A stock. This metric, referredCommittee approved certain changes to as “Relative TSR,” compares the Company’s long-term incentive compensation program as summarized below:
| | | | | | | | | | | | | | | | | | | | | | 2021 Long-Term Incentive Compensation | | | 2022 Long-Term Incentive Compensation | | 100% of long-term incentive compensation in the form of a three-year performance award program | → | | Long-term incentive compensation comprising: •80% performance-based awards •20% time-based restricted stock units | | | Payout under three-year performance award program that is 70% in shares and 30% in cash | → | | Payout under three-year performance award program that is 100% in shares | | Three-year performance award program under which performance is measured under the following two metrics:
•cumulative three-year adjusted operating profit (60%) •relative total stockholder return (“Relative TSR”) (40%) | → | | Three-year performance awards are measured under the following three metrics:
•cumulative three-year adjusted operating profit (40%) •Relative TSR (40%) •digital subscription revenue (20%) | |
| | | Impact to Summary Compensation Table Because SEC proxy disclosure rules require that we report cash-based incentive awards in the Summary Compensation Table in the year these awards are earned/paid, but report stock-based awards in the year they are granted, the shift in the award from one that was settled 70% in stock and 30% in cash to a 100% stock-based payout had the effect of artificially inflating the 2022 values reported in the Summary Compensation Table by requiring inclusion of the full grant date value of 2022 long-term incentive awards, as well as the cash-based payouts of the long-term incentive awards granted in 2020. We expect this change to similarly impact the amounts presented in this table for the 2024 and 2025 proxy statements. See “—Summary Compensation Table” for more information. |
THE NEW YORK TIMES COMPANY - P. 51
Restricted Stock Unit Awards 2022 long-term incentive compensation for executives included a grant of time-vested restricted stock units that vest in equal annual installments over a three-year period. The Committee believes this added component aligns with market practice, supports executive retention and further aligns the three-year period relative to the TSRinterests of the companies in the Standard & Poor’s 500 Stock Index as of the beginning of the performance period.our executives with our shareholders. Performance-Based Awards The components of the 2022-2024 long-term performance awardsaward program are illustrated and further described below: Adjusted Operating Profit Component The Committee believes that adjusted operating profit is a strong reflection of the Company’s underlying operating performance. The selection of this financial measure for the three-year performance cycle is intended to focus management on normalized operating profit, which allows the Company to make critical investments in its long-term growth strategy. This metric is a valuable measure of performance for compensation purposes because it facilitates comparisons of historical operating performance on a consistent basis and is often used by investors, analysts and others. For the adjusted operating profit component, the performance level for a 100% payout was set in connection with the Company’s three-year plan, which is developed and submitted to the Board by management at the beginning of each year and based on an assessment of the state of the business and the industry at that time, as well as expectations regarding the Company’s long-term adjusted operating profit performance. However, because it was established at the beginning of the year, prior to the onset of the Covid-19 pandemic, the financial performance target did not take into account the potential impact of Covid-19 on our business. During 2020, the Compensation P. 46 - THE NEW YORK TIMES COMPANY
Committee considered the impact of Covid-19 on our executive compensation program and did not modify targets with respect to the 2020-2022 long-term performance awards.
For the adjusted operating profitPotential payouts for this component of the awards potential payouts range from zero to 200% of target based upon a predetermined performance scale.
Relative TSR Component Relative TSR compares the Company’s TSR over the three-year period relative to the TSR of the companies in the Standard & Poor’s 500 Stock Index as of the beginning of the performance period. The Committee believes that the Relative TSR metric encourages management to focus on the Company’s overall performance and value creation for its stockholders over a longer-term (three-year) period and provides an appropriate balance to the internally focused adjusted operating profit metric.financial metrics. In selecting a performance peer group for the Company’s Relative TSR metric, the Committee considered several criteria, including the importance of measurement against companies that compete with the Company, the size and number of companies within the benchmarking group, the reputation and credibility of companies in the group, and the relevance of those companies to the Company’s business. The Committee concluded that the use of the Standard & Poor’s 500 Stock Index satisfies key criteria: the index itself is highly reputable, including the largest U.S. companies by market capitalization; information about index performance is widely available; it includes competitor companies; and the number of companies is large enough as to minimize the P. 52 - THE NEW YORK TIMES COMPANY
possibility that relative performance would be distorted by consolidation or unusual performance by a small number of companies. For the Relative TSR component of the awards, potential payouts range from zero to 200% of the target amount of shares based on the percentile ranking of the Company’s TSR compared with that of each company in the index, as follows: | | | | | | | TSR | Payout as Percentage of Target | | 75th percentile or above | 200% | | 50th percentile | 100% | | 25th percentile | 30% | | Below 25th percentile | 0% |
Payout percentages are interpolated between performance levels. If the Company’s TSR for the three-year performance period is below the 25th percentile, the participating executives will not receive any portion of the award based on Relative TSR. Notwithstanding the schedule above, the maximum payout cannot exceed 100% of the target number of shares if the Company’s TSR is negative over the performance period, regardless of the Company’s percentile ranking. Further, Digital Subscription Revenue Component The Committee believes that the total valueinclusion of a metric based on digital subscription revenue aligns the Company’s long-term incentive compensation with the Company’s subscription-first strategy and supports long-term profitable growth of the awardCompany’s most important revenue stream. For this component, the performance level for a 100% payout was set in connection with the Company’s three-year plan, which is developed and submitted to be paid in Class A stock (i.e., the number of shares earned multipliedBoard by the fair market valuemanagement based on an assessment of the Class A stock on the datestate of the distribution) cannot exceed 400%business and the industry at that time, as well as expectations regarding the Company’s long-term digital subscription revenue performance. Potential payouts for this component of the dollar amountawards range from zero to 200% of the target award opportunity related to such share-based award.based upon a predetermined performance scale.
THE NEW YORK TIMES COMPANY - P. 4753
Potential Awards
The following table shows the 2022 long-term incentive grants at target and maximum potential awards of cash and shares of Class A stock for the 2020-2022 performance cycle for each of the named executive officers. The performance-based awards provide for a maximum payout of 200% of target shares.
| | | | | | | | | | | | | | | | | | | Name | | Metric | Shares1 (#) | | Grant Date Value 1 ($) | | A.G. Sulzberger | Restricted Stock Units | 8,704 | | | 355,200 | | | Performance-based Award | | | | | • | Adjusted Operating Profit | 12,928 | | | 568,320 | | | • | Digital Subscription Revenue | 6,464 | | | 284,160 | | | • | Relative TSR | 13,926 | | | 568,320 | | | Total | 42,022 | | | 1,776,000 | | Meredith Kopit Levien2 | Restricted Stock Units | 19,603 | | | 800,000 | | | Performance-based Award | | | | | • | Adjusted Operating Profit | 29,118 | | | 1,280,000 | | | • | Digital Subscription Revenue | 14,559 | | | 640,000 | | | • | Relative TSR | 31,365 | | | 1,280,000 | | | Total | 94,645 | | | 4,000,000 | | Roland Caputo3 | Restricted Stock Units | 4,901 | | | 200,000 | | | Performance-based Award | | | | | • | Adjusted Operating Profit | 7,280 | | | 320,000 | | | • | Digital Subscription Revenue | 3,640 | | | 160,000 | | | • | Relative TSR | 7,841 | | | 320,000 | | | Total | 23,662 | | | 1,000,000 | | Diane Brayton2 | Restricted Stock Units | 3,553 | | | 145,000 | | | Performance-based Award | | | | | • | Adjusted Operating Profit | 5,278 | | | 232,000 | | | • | Digital Subscription Revenue | 2,639 | | | 116,000 | | | • | Relative TSR | 5,685 | | | 232,000 | | | Total | 17,155 | | | 725,000 | | Jacqueline Welch2 | Restricted Stock Units | 2,132 | | | 87,000 | | | Performance-based Award | | | | | • | Adjusted Operating Profit | 3,777 | | | 166,000 | | | • | Digital Subscription Revenue | 1,883 | | | 82,800 | | | • | Relative TSR | 3,411 | | | 139,200 | | | Total | 11,203 | | | 475,000 | |
1.The target share amounts were calculated by dividing the target dollar value by a fair value estimated using the average stock price over the 20 trading days priorup to and including the grant date.dates on April 27, 2022, in the case of the adjusted operating profit and digital subscription revenue metrics ($43.96), and February 18, 2022, in the case of the Relative TSR metric and restricted stock units ($40.81). | | | | | | | | | | | | | | | | | | | | | | | | | | | | | Target | | Maximum | | Name | Metric | Shares (#) | Cash Value ($) | Total Target Value ($) | | Shares (#) | Cash Value ($) | Total Target Value ($) | | A.G. Sulzberger | Adjusted Operating Profit (Cash) | | 360,000 | 360,000 | | | 720,000 | | 720,000 | | | Adjusted Operating Profit (Shares) | 9,813 | | | 360,000 | | 19,626 | | | 720,000 | | | Relative TSR (Shares) | 14,509 | | | 480,000 | | 29,018 | | | 960,000 | | | Total $ Value | | | 1,200,000 | | | | 2,400,000 | | Meredith Kopit Levien1 | Adjusted Operating Profit (Cash) | | 780,000 | 780,000 | | | 1,560,000 | | 1,560,000 | | | Adjusted Operating Profit (Shares) | 19,164 | | | 780,000 | | 38,328 | | | 1,560,000 | | | Relative TSR (Shares) | 26,976 | | | 1,040,000 | | 53,952 | | | 2,080,000 | | | Total $ Value | | | 2,600,000 | | | | 5,200,000 | | | Roland Caputo | Adjusted Operating Profit (Cash) | | 300,000 | 300,000 | | | 600,000 | | 600,000 | | | Adjusted Operating Profit (Shares) | 8,178 | | | 300,000 | | 16,356 | | | 600,000 | | | Relative TSR (Shares) | 12,328 | | | 400,000 | | 24,656 | | | 800,000 | | | Total $ Value | | | 1,000,000 | | | | 2,000,000 | | | Diane Brayton | Adjusted Operating Profit (Cash) | | 160,500 | | 160,500 | | | | 321,000 | | 321,000 | | | Adjusted Operating Profit (Shares) | 4,375 | | 160,500 | | | 8,750 | | | 321,000 | | | Relative TSR (Shares) | 6,595 | | 214,000 | | | 13,190 | | | 428,000 | | | Total $ Value | | | 535,000 | | | | | 1,070,000 | | | R. Anthony Benten | Adjusted Operating Profit (Cash) | | 60,000 | 60,000 | | | 120,000 | | 120,000 | | | Adjusted Operating Profit (Shares) | 1,636 | | | 60,000 | | 3,272 | | | 120,000 | | | Relative TSR (Shares) | 2,466 | | | 80,000 | | 4,932 | | | 160,000 | | | Total $ Value | | | 200,000 | | | | 400,000 | | Mark Thompson2 | Adjusted Operating Profit (Cash) | | 1,050,000 | | 1,050,000 | | | | 2,100,000 | | 2,100,000 | | | Adjusted Operating Profit (Shares) | 28,622 | | 1,050,000 | | | 57,244 | | | 2,100,000 | | | Relative TSR (Shares) | 43,147 | | 1,400,000 | | | 86,294 | | | 2,800,000 | | | Total $ Value | | | 3,500,000 | | | | | 7,000,000 | |
1.As noted above, in connection with her appointment as President and Chief Executive Officer effective September 8, 2020, and pursuant to her Employment Agreement,2.In 2022, following the Committee’s annual executive compensation benchmarking review, the Committee increased Ms. Kopit Levien’s long-term incentive compensation award target value by $800,000 to $4,000,000. In addition, the Committee approved increases in the total targeted amounttarget long-term incentive compensation awards for (i) Ms. Brayton of $190,000 to $725,000 and (ii) Ms. Welch of $40,000 to $475,000.
P. 54 - THE NEW YORK TIMES COMPANY
3.In addition to the 2020-2022 performance cycle was increased from $1,000,000 to $2,600,000. Thisrestricted stock unit awards reflected in the table, includes the additionalin February 2022, Mr. Caputo received a special award with a grant she received in connection with this appointment.date value of $500,000, which is further described below. 2.Mr. Thompson retired from the Company effective September 8, 2020. Under the terms of the 2020-2022 long-term performance awards, Mr. Thompson will be entitled to a prorated portion of the payouts, based on the period worked until his retirement, as and when payouts of 2020-2022 long-term performance awards are made to other executives.
Long-Term Performance Awards for 2018-20202020-2022 For the 2018-20202020-2022 long-term performance cycle, potential payouts were based on the achievement of specified goals under the same two performance measures described above with respect to the 2020-2022 awards:measures: P. 48 - THE NEW YORK TIMES COMPANY
•Cumulative adjusted operating profit: represented 60% of an executive’s target award, with half paid in Class A stock and half paid in cash; and •Relative TSR: represented 40% of an executive’s target award and payable in Class A stock. Cumulative Adjusted Operating Profit Component For this component, potential payouts could range from zero to 200% based upon performance against predetermined targets. The following table sets out the cumulative adjusted operating profit targets and achievement level for the 2018-20202020-2022 long-term performance cycle: | | | | | | | Measure | Cumulative ($) (in thousands) | | Threshold adjusted operating profit (0% payout below threshold) | 712,300757,700 | | Target adjusted operating profit (100% payout) | 812,300827,700 | | Maximum adjusted operating profit (200% payout) | 912,300897,700 | Actual adjusted operating profit1 | 761,555958,069 |
1.Actual cumulative adjusted operating profit was approximately 116% of targeted cumulative adjusted operating profit. See Appendix A for the calculation of adjusted operating profit for 2018-2020.2020-2022. The Company’s achievement of 2018-20202020-2022 cumulative adjusted operating profit resulted in a payout of the portion of the award based on adjusted operating profit at 75%200% of target. Relative TSR Component The Company’s TSR for 2018-20202020-2022 was 167.96%7.54%, which ranked in the 97th33rd percentile relative to the companies in Standard & Poor’s 500 Stock Index at the beginning of the period. As a result, the payout of the portion of the 2018-20202020-2022 award based on Relative TSR was at 200%52% of target. As described above, the terms of the long-term performance awards provide that the value of the award to be paid in Class A stock cannot exceed 400% of the dollar amount of the target award opportunity related to such share-based award. With respect to the 2018-2020 long-term performance awards, the significant increase in the price of the Company’s Class A stock from the grant date through February 22, 2021 (the date used to determine the value of the share-based award) would have caused the total value of the portion of the award based on relative TSR to exceed 400% of the dollar amount of the target award opportunity. Therefore, the number of shares distributed that were based on relative TSR was reduced to reflect the application of this limit.
THE NEW YORK TIMES COMPANY - P. 4955
Resulting 2018-20202020-2022 Long-Term Performance Payout
The following table shows the target potential payments and the actual awards earned based on results over the 2018-20202020-2022 long-term performance cycle. Ms. Welch, who joined the Company in 2021, did not receive a 2020-2022 long-term performance award. | | | Target | | Actual | | Target | | Actual | | Name | Name | Metric | Shares (#) | Cash Value ($) | Total Target Value1 ($) | | Shares (#) | Cash Value ($) | Total Award Value2 ($) | Name | Metric | Shares1 (#) | Cash Value ($) | Total Target Value1 ($) | | Shares (#) | Cash Value ($) | Total Award Value2 ($) | | A.G. Sulzberger | A.G. Sulzberger | Adjusted Operating Profit (Cash) | | 135,000 | | | 101,250 | A.G. Sulzberger | Adjusted Operating Profit (Cash) | | 360,000 | | | 720,000 | | Adjusted Operating Profit (Shares) | 5,705 | | 135,000 | | 4,279 | | 221,395 | Adjusted Operating Profit (Shares) | 9,813 | | 360,000 | | 19,626 | | 788,376 | | | Relative TSR (Shares) | 7,607 | | 180,000 | | 13,915 | | 719,962 | | Relative TSR (Shares) | 14,509 | | 480,000 | | 7,545 | | 303,083 | | | Total | 13,312 | 135,000 | 450,000 | | 18,194 | 101,250 | 1,042,607 | | Total | 24,322 | 360,000 | 1,200,000 | | 27,171 | 720,000 | 1,811,459 | | Meredith Kopit Levien | Meredith Kopit Levien | Adjusted Operating Profit (Cash) | | 300,000 | | | 225,000 | Meredith Kopit Levien | Adjusted Operating Profit (Cash) | | 780,000 | | | 1,560,000 | | Adjusted Operating Profit (Shares) | 12,678 | | 300,000 | | 9,509 | | 491,996 | Adjusted Operating Profit (Shares) | 19,164 | | 780,000 | | 38,328 | | 1,539,636 | | | Relative TSR (Shares) | 16,904 | | 400,000 | | 30,923 | | 1,599,956 | | Relative TSR (Shares) | 26,976 | | 1,040,000 | | 14,028 | | 563,505 | | | Total | 29,582 | 300,000 | 1,000,000 | | 40,432 | 225,000 | 2,316,952 | | Total | 46,140 | 780,000 | 2,600,000 | | 52,356 | 1,560,000 | 3,663,141 | | Roland Caputo | Roland Caputo | Adjusted Operating Profit (Cash) | | 160,767 | | | 120,575 | Roland Caputo | Adjusted Operating Profit (Cash) | | 300,000 | | | 600,000 | | Adjusted Operating Profit (Shares) | 6,910 | | 160,767 | | 5,182 | | 268,117 | Adjusted Operating Profit (Shares) | 8,178 | | 300,000 | | 16,356 | | 657,021 | | | Relative TSR (Shares) | 9,214 | | 214,356 | | 16,571 | | 857,384 | | Relative TSR (Shares) | 12,328 | | 400,000 | | 6,411 | | 257,530 | | | Total | 16,124 | 160,767 | 535,890 | | 21,753 | 120,575 | 1,246,076 | | Total | 20,506 | 300,000 | 1,000,000 | | 22,767 | 600,000 | 1,514,551 | | Diane Brayton | Diane Brayton | Adjusted Operating Profit (Cash) | | 120,000 | | | 90,000 | Diane Brayton | Adjusted Operating Profit (Cash) | | 160,500 | | | 321,000 | | Adjusted Operating Profit (Shares) | 5,071 | | 120,000 | | 3,803 | | 196,767 | Adjusted Operating Profit (Shares) | 4,375 | | 160,500 | | 8,750 | | 351,488 | | | Relative TSR (Shares) | 6,762 | | 160,000 | | 12,369 | | 639,972 | | Relative TSR (Shares) | 6,595 | | 214,000 | | 3,429 | | 137,743 | | | Total | 11,833 | 120,000 | 400,000 | | 16,172 | 90,000 | 926,739 | | Total | 10,970 | 160,500 | 535,000 | | 12,179 | 321,000 | 810,231 | | R. Anthony Benten | Adjusted Operating Profit (Cash) | | 60,000 | | | 45,000 | | | Adjusted Operating Profit (Shares) | 2,536 | | 60,000 | | 1,902 | | 98,409 | | | Relative TSR (Shares) | 3,381 | | 80,000 | | 6,184 | | 319,960 | | | Total | 5,917 | 60,000 | 200,000 | | 8,086 | 45,000 | 463,369 | | Mark Thompson3 | Adjusted Operating Profit (Cash) | | 900,000 | | | 606,387 | | | Adjusted Operating Profit (Shares) | 38,035 | | 900,000 | | 25,627 | | 1,325,941 | | | Relative TSR (Shares) | 50,713 | | 1,200,000 | | 83,341 | | 4,312,063 | | | Total | 88,748 | 900,000 | 3,000,000 | | 108,968 | 606,387 | 6,244,391 | |
1.The “Total Target Value” reflectstarget share amounts were calculated by dividing the target dollar value of the Adjusted Operating Profit Shares and Relative TSR Shares atby a fair value estimated using the average stock price over the 20 trading days priorup to and including the grant date. The “Total Target Value” fordate, which was $36.69 in the case of the adjusted operating profit metric and $32.45 in the case of the Relative TSR metric. Mr. CaputoSulzberger’s Relative TSR shares also includesinclude an additional grant awarded upon his promotion in April 2018. This portion of the grant awarded on April 30, 2018, reflectsFebruary 25, 2020, with a 20-day average share price of $22.78.$36.69. Ms. Kopit Levien’s adjusted operating profit and Relative TSR shares also include an additional grant awarded on September 8, 2020, with a 20-day average share price of $43.69. 2.The “Total Award Value” reflects the value of the Adjusted Operating Profit Sharesadjusted operating profit shares and Relative TSR Sharesshares at vesting (calculated using $51.74,$40.17, the closing price on February 22, 2021)21, 2023). The table reflects Special Equity Award In February 2022, the applicationCommittee granted Mr. Caputo a special recognition and retention award of the 400% limit on therestricted stock units with an aggregate grant date value of $500,000. The award was originally scheduled to vest, subject to Mr. Caputo’s continued employment, on December 31, 2023. In December 2022, in connection with Mr. Caputo’s decision to retire in 2023, and to facilitate an effective transition process, the portion ofCommittee modified the award so that is basedit would vest on Relative TSR. 3.Mr. Thompson retired from the Company effective September 8, 2020. Under the terms of the 2018-2020 long-term performance awards, Mr. Thompson was entitledJune 30, 2023, subject to a prorated portion of the payouts, based on the period worked until his retirement. The actual payouts presented in this table for Mr. Thompson have been prorated to reflect his retirement.
P. 50 - THE NEW YORK TIMES COMPANY
Long-Term Incentive Compensation for 2021-2023
The Committee structured 2021-2023 long-term incentive compensation as a similar opportunity for executives to earn cash and shares of Class A stock at the end of the three-year performance cycle, with payout tied to the achievement of performance-based goals, again based on cumulative adjusted operating profit and Relative TSR.
continued employment through such date.
Other Elements of Executive Compensation All executives are eligible to participate in the Company 401(k) Plan, a defined contribution plan for non-unionized employees that provides a match on employee contributions and certain executives,discretionary profit-sharing contributions. Executives, including certainthe named executive officers, are participantsparticipate in The New York Times Company Supplemental Executive Savings Plan (the “SESP”) and The New York Times Company Savings Restoration Plan (the “Restoration Plan”). These two, an unfunded non-qualified defined contribution plans areplan intended to supplement retirement income tofor certain employees whose contributions to the Company 401(k) Plan are subject to limitation under the Internal Revenue Code. Mr. Caputo is a participant in The SESP wasNew York Times Company Supplemental Executive Savings Plan (the “SESP”), an unfunded non-qualified defined contribution plan frozen effective December 31, 2013. Our executives, including certain of the named executive officers, historicallyHe is also participateda participant in The New York Times Company Supplemental Executive Retirement Plan (the “SERP I”) or, and Ms. Brayton is a participant in The New York Times Company Executive P. 56 - THE NEW YORK TIMES COMPANY
Unfunded Plan II (“SERP II,” and collectively with SERP I, the “SERPs”), non-qualified defined benefit plans intended to supplement the retirement income payable under The New York Times Companies Pension Plan (the “Pension Plan”). Finally, one named executive officer participated in the Newspaper Guild of New York—The New York Times Pension Plan (the “Guild Pension Plan”). Effective December 31, 2009, the Pension Plan and the SERPs, as well as several other defined benefit plans, were frozen, andfrozen. Finally, Mr. Sulzberger participated in the Newspaper Guild of New York—The New York Times Pension Plan (the “Guild Pension Plan”), which was frozen effective December 31, 2012. Effective December 31, 2018, the Guild Pension Plan was merged into the Pension Plan. For a further discussion of these plans, please see “—Pension Benefits” and “—Nonqualified Deferred Compensation.” We provide certain limited perquisites to our executive officers. Perquisites provided in 20202022 consisted of financial planning services to certain executive officers and, for Ms. Kopit Levien, reimbursement of legal costs attributable to the negotiation of her Employment Agreement.officers. Recoupment of Compensation The Company has a policy on recoupment of performance-based cash and equity compensation awards in the event of certain restatements of financial results arising due to an executive officer’s fraud or intentional misconduct. This policy is described above under “Board of Directors and Corporate Governance—Clawback Policy.” Stock Ownership Guidelines The named executive officers are subject to minimum stock ownership guidelines. These guidelines require that the Chairman and Publisher and the Chief Executive Officer own shares of the Company’s Class A stock equal in value to five times his or hertheir annual base salary, and the other named executive officers own shares of Class A stock equal in value to two times their annual base salary. These guidelines are described above under “Board of Directors and Corporate Governance—Director and Executive Stock Ownership Guidelines.” In addition, the Company’s executive officers may not engage in short-term, speculative trading in Company stock, including hedging or other derivative transactions, hold Company stock in a margin account or pledge Company stock as collateral for a loan. Tax Matters The Internal Revenue Code limits the deductibility for the Company’s income tax purposes of compensation in excess of $1 million per year paid to “covered employees” (generally, the executive officers named in the “Summary Compensation Table”). Prior to the tax legislation enacted at the end of 2017, performance-based compensation meeting specified requirements was exempt from this deduction limit. Beginning in 2018, however, pursuant to the foregoing tax legislation, the performance-based compensation exemption is no longer available and, accordingly, compensation in excess of $1 million per year paid to “covered employees,” including any compensation paid pursuant to the 2020 annual incentive awards and 2018-2020 long-term performance awards, is not deductible for income tax purposes.
THE NEW YORK TIMES COMPANY - P. 5157
Summary Compensation Table The following table provides information concerning the compensation of our Chief Executive Officer, our Chief Financial Officer and the three other most highly compensated executive officersofficers. As reflected in the table, a significant portion of the 2022 compensation for executives consisted of the grant date fair value of long-term equity compensation granted in 2022 (shown in the “Stock Awards” column). The large majority of this long-term equity compensation is in the form of three-year performance awards that will not vest until the end of 2024 and our retired Chief Executive Officer. that are based on achievement of specified goals under pre-established performance measures. In 2022, taking into account market practice, stockholder input and other considerations, the Company made a number of changes to its long-term incentive compensation program, including to replace three-year performance awards that were payable 30% in cash and 70% in Class A stock with awards that pay out entirely in Class A stock. SEC proxy disclosure rules require that we report cash-based incentive awards in the Summary Compensation Table in the year these awards are earned/paid, but report stock-based awards in the year they are granted. As a result, the shift from the prior 30% cash-based payout to a 100% stock-based payout had the effect of artificially inflating the 2022 values reported in the Summary Compensation Table by requiring inclusion of the full grant date value of 2022 long-term incentive awards, as well as the cash-based payouts of the long-term incentive awards granted in 2020. Although many factors impact compensation decisions, had the Company not shifted from a partial cash-based payout to a 100% stock-based payout, the amounts included under “Stock Awards” for 2022 would have been approximately 25% lower (excluding any special grant described below). We expect this change to similarly impact the amounts presented in this table for the 2024 and 2025 proxy statements. For a complete understanding of the table, please read the footnotes that accompany the table as well as the “Compensation Discussion and Analysis.” | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | Name and Principal
Position | Fiscal
Year | Salary ($) | Bonus
($) | Stock Awards ($)1 | Option
Awards
($) | Non-Equity Incentive Plan Compensation ($)2 | Change in Pension Value and Nonqualified Deferred Compensation Earnings ($)3 | All Other Compensation ($)4 | Total
($) | | (a) | (b) | (c) | (d) | (e) | (f) | (g) | (h) | (i) | (j) | A.G. Sulzberger, Chairman and Publisher, The New York Times5 | 2020 | | 609,924 | | | 945,871 | | — | | 775,338 | | 7,562 | | 84,391 | | 2,423,086 | | | 2019 | | 590,693 | | — | | 616,029 | | — | | 792,605 | | 7,489 | | 68,497 | | 2,075,313 | | | 2018 | | 542,649 | | — | | 457,645 | | — | | 435,864 | | 136 | | 52,397 | | 1,488,691 | | Meredith Kopit Levien, President and Chief Executive Officer6 | 2020 | | 832,968 | | — | | 2,232,818 | | — | | 1,146,647 | | 4,653 | | 155,104 | | 4,372,190 | | | 2019 | | 787,909 | | — | | 737,634 | | — | | 1,455,085 | | 3,255 | | 128,010 | | 3,111,893 | | | 2018 | | 765,649 | | — | | 1,016,976 | | — | | 1,162,519 | | 1,688 | | 122,147 | | 3,068,979 | | Roland Caputo, Executive Vice President and Chief Financial Officer7 | 2020 | | 628,659 | | — | | 769,492 | | — | | 823,480 | | 323,794 | | 74,481 | | 2,619,906 | | | 2019 | | 584,800 | | — | | 553,239 | | — | | 677,702 | | 616,372 | | 65,576 | | 2,497,689 | | | 2018 | | 499,664 | | — | | 532,070 | | — | | 467,460 | | 1,872 | | 85,419 | | 1,586,485 | | Diane Brayton, Executive Vice President, General Counsel and Secretary | 2020 | | 584,623 | | — | | 411,652 | | — | | 547,404 | | 37,801 | | 123,287 | | 1,704,767 | | | 2019 | | 562,417 | | — | | 339,313 | | — | | 632,369 | | 43,264 | | 64,068 | | 1,641,431 | | | 2018 | | 487,677 | | — | | 406,802 | | — | | 428,992 | | 760 | | 53,684 | | 1,377,915 | | R. Anthony Benten, Senior Vice President, Treasurer and Chief Accounting Officer8 | 2020 | | 452,715 | | — | | 153,928 | | — | | 267,606 | | 488,293 | | 45,871 | | 1,408,413 | | | | | | | | | | | | | | | | | | | | Mark Thompson, Retired President and Chief Executive Officer9 | 2020 | | 792,948 | | — | | 2,693,146 | | — | | 1,418,611 | | 11,013 | | 146,767 | | 5,062,485 | | | 2019 | | 1,050,546 | | — | | 2,212,908 | | — | | 2,715,624 | | 8,936 | | 156,092 | | 6,144,106 | | | 2018 | | 1,020,865 | | — | | 3,050,996 | | — | | 1,895,446 | | 5,670 | | 165,506 | | 6,138,483 | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | Name and Principal
Position | Fiscal
Year | Salary1 ($) | Bonus
($) | Stock Awards ($)2 | Option
Awards
($) | Non-Equity Incentive Plan Compensation ($)3 | Change in Pension Value and Nonqualified Deferred Compensation Earnings ($)4 | All Other Compensation ($)5 | Total
($) | | (a) | (b) | (c) | (d) | (e) | (f) | (g) | (h) | (i) | (j) | | A.G. Sulzberger, Chairman and Publisher, The New York Times | 2022 | | 623,771 | | — | | 1,802,164 | | — | | 1,276,921 | | 2,095 | | 97,160 | | 3,802,111 | | | 2021 | | 612,001 | | — | | 1,478,598 | | — | | 1,436,852 | | 2,603 | | 84,502 | | 3,614,556 | | | 2020 | | 609,924 | | — | | 945,871 | | — | | 775,338 | | 7,562 | | 84,391 | | 2,423,086 | | Meredith Kopit Levien, President and Chief Executive Officer | 2022 | | 938,366 | | — | | 4,058,961 | | — | | 2,398,073 | | 5,344 | | 159,538 | | 7,560,282 | | | 2021 | | 900,000 | | — | | 2,664,222 | | — | | 2,051,250 | | 7,698 | | 132,356 | | 5,755,526 | | | 2020 | | 832,968 | | — | | 2,232,818 | | — | | 1,146,647 | | 4,653 | | 155,104 | | 4,372,190 | | Roland Caputo, Executive Vice President and Chief Financial Officer | 2022 | | 647,289 | | — | | 1,524,635 | | — | | 1,169,981 | | 3,781 | | 104,001 | | 3,449,687 | | | 2021 | | 635,076 | | — | | 832,559 | | — | | 1,521,691 | | 5,525 | | 87,674 | | 3,082,525 | | | 2020 | | 628,659 | | — | | 769,492 | | — | | 823,480 | | 323,794 | | 74,481 | | 2,619,906 | | Diane Brayton, Executive Vice President and General Counsel | 2022 | | 597,895 | | — | | 735,711 | | — | | 699,807 | | 2,442 | | 88,861 | | 2,124,716 | | | 2021 | | 586,614 | | — | | 445,439 | | — | | 979,203 | | 3,410 | | 87,268 | | 2,101,934 | | | 2020 | | 584,623 | | — | | 411,652 | | — | | 547,404 | | 37,801 | | 123,287 | | 1,704,767 | | Jacqueline Welch, Executive Vice President and Chief Human Resources Officer6 | 2022 | | 526,731 | | — | | 477,004 | | — | | 271,303 | | — | | 57,398 | | 1,332,436 | | | 2021 | | 480,769 | | 200,000 | | 317,730 | | — | | 458,035 | | — | | 13,447 | | 1,469,981 | | | | | | | | | | |
P. 58 - THE NEW YORK TIMES COMPANY
1.Fiscal year 2022 was comprised of 52 weeks and an additional six days, and the salary amounts for that year reflect the extra six days of salary earned. Fiscal years 2021 and 2020 were comprised of 52 weeks. 2.In accordance with SEC proxy disclosure rules, included in the “Stock Awards” column for 20202022 are the grant date fair values of the stock-settled portionstock underlying the 2022-2024 performance awards and restricted stock units granted during 2022. Long-term incentive compensation awarded in 2022 consisted of restricted stock units and performance awards that are payable entirely in Class A stock. In accordance with SEC proxy disclosure rules, the grant date fair value of the 2020-2022entire award is included in the “Stock Awards” column for 2022. For 2021 and 2020, long-term incentive compensation consisted of performance awards made during 2020.payable 70% in stock and 30% in cash. In accordance with SEC proxy disclosure rules, the grant date fair value of the 70% stock-based portion is included in the “Stock Awards” column for the respective year of grant. For a discussion of the assumptions used in computing the valuations reflected in this table, see “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and Note 14 of the Notes to the Consolidated Financial Statements in our Annual Report on Form 10-K for the fiscal year ended December 27, 2020.31, 2022. The grant date fair value of the stock-settledstock awards underlying the performance awards and restricted stock units is estimated for purposes of the accounting expense and may not represent the actual value of the shares that will be realized upon payout of the award at the end of the three-year performance period. For each of 2020 and 2019, the Committee granted the stock-settled portion of the long-term performance awards based on Relative TSR effective the first day of the fiscal year (the first day of the three-year performance period), compared with 2018, in which grants were made in mid-February. This changeor vesting. P. 52 - THE NEW YORK TIMES COMPANY
was intended to more closely align the grant date fair value calculated for accounting purposes with the targetThe value of the award.
The grant date fair value of the stock-settled portion of long-term performance awards included in the table is based upon the achievement of target-level performance. As described in “—Compensation Discussion and Analysis—Executive Compensation—Long-Term Incentive Compensation,” payouts for long-term performance awards can range from 0% to 200%. of target. Assuming the achievement of maximum-level performance under the relevant financial metrics, the grant date fair value of the portion of the performanceperformance-based awards based on adjusted operating profit (but not the portion based on Relative TSR) would be as follows: Mr. Sulzberger, $720,000; Ms. Kopit Levien, $1,560,000; Mr. Caputo, $600,000; Ms. Brayton, $321,000; Mr. Benten, $120,000; and Mr. Thompson, $2,100,000.
| | | | | | | | | | | | | | | | | | | | | | | | | | | | Adjusted Operating
Profit | | Digital Subscription Revenue | | Relative
TSR | | Name | Target $ | Maximum $ | | Target $ | Maximum $ | | Target $ | Maximum $ | | A.G. Sulzberger | $ | 568,320 | | $ | 1,136,640 | | $ | 284,160 | | $ | 568,320 | | | $ | 568,320 | | $ | 1,136,640 | | | Meredith Kopit Levien | $ | 1,280,000 | | $ | 2,560,000 | | $ | 640,000 | | $ | 1,280,000 | | | $ | 1,280,000 | | $ | 2,560,000 | | | Roland Caputo | $ | 320,000 | | $ | 640,000 | | $ | 160,000 | | $ | 320,000 | | | $ | 320,000 | | $ | 640,000 | | | Diane Brayton | $ | 232,000 | | $ | 464,000 | | $ | 116,000 | | $ | 232,000 | | | $ | 232,000 | | $ | 464,000 | | | Jacqueline Welch | $ | 166,000 | | $ | 332,000 | | $ | 82,800 | | $ | 165,600 | | | $ | 139,200 | | $ | 278,400 | |
See “—Compensation Discussion and Analysis—Executive Compensation—Long-Term Incentive Compensation” for furthermore information on the performance awards. Mr. Thompson retired from the Company effective September 8, 2020. IncludedThe amounts in the “Stock Awards” column (e) for Mr. Thompson is theCaputo include a special grant of restricted stock units with a grant date fair value of the stock-settled portion of the performance award$500,000 that will vest on June 30, 2023, subject to his continued employment through such date. See “—Compensation Discussion and Analysis—Executive Compensation—Special Equity Award” for each year. Under the terms of the 2018-2020, 2019-2021 and 2020-2022 long-term performance awards (granted in 2018, 2019 and 2020, respectively), he is entitled only to a prorated portion of the payouts, based on the period worked until his retirement, as and when payouts of such long-term performance awards are made to other executives.more information.
2.THE NEW YORK TIMES COMPANY - P. 59
3.The “Non-Equity Incentive Plan Compensation” column for 20202022 reflects payments in connection with our 2022 annual incentive awards and the cash-settled portion of the 2020-2022 long-term performance awards as follows: | | Name | Name | Annual Incentive Awards
(2020) | Long-Term
Performance
Cash Award
(2018-2020
Cycle) | Name | Annual Incentive Awards
(2022) | Long-Term
Performance
Cash Award
(2020-2022
Cycle) | | A.G. Sulzberger | A.G. Sulzberger | $ | 674,088 | $ | 101,250 | A.G. Sulzberger | $556,921 | $720,000 | | Meredith Kopit Levien | Meredith Kopit Levien | $ | 921,647 | $ | 225,000 | Meredith Kopit Levien | $838,073 | $1,560,000 | | Roland Caputo | Roland Caputo | $ | 702,905 | $ | 120,575 | Roland Caputo | $569,981 | $600,000 | | Diane Brayton | Diane Brayton | $ | 457,404 | $ | 90,000 | Diane Brayton | $378,807 | $321,000 | | R. Anthony Benten | $ | 222,606 | $ | 45,000 | | Mark Thompson1 | $ | 812,224 | $ | 606,387 | | | Jacqueline Welch | | Jacqueline Welch | $271,303 | $— |
1.Mr. Thompson retired from the Company effective September 8, 2020. Under the terms of these awards, Mr. Thompson was entitled to a prorated portion of the payouts, based on the period worked until his retirement. The payouts presented in the table for Mr. Thompson have been prorated to reflect his retirement.
Long-term performance awards for 2018-2020 also included a stock-settled component that is reflected under “Stock Awards” for 2018, the year of grant. See “—Compensation Discussion and Analysis—Executive Compensation—Long-Term Incentive Compensation” for information on the aggregate stock and cash payouts of long-term performance awards for the 2018-2020 performance cycle.
3. 4.The “Change in Pension Value and Nonqualified Deferred Compensation Earnings” column for 2020 includes the aggregate increase in the actuarial present value of each named executive officer’s accumulated benefit under the Pension Plan and SERPs, as applicable, accrued during 2020 as follows: Mr. Sulzberger, $6,375; Mr. Caputo, $320,221; Ms. Brayton, $35,805; and Mr. Benten, $485,366. Ms. Kopit Levien and Mr. Thompson do not participate in the Pension Plan or the SERPs.
The increases in actuarial present value are for the most part a function of the assumed discount rate and changes in mortality tables from time to time. As the pension benefit may only be paid in the form of an annuity, and not as a lump sum, a change in the present value has no impact on the amount an individual will receive. The Company froze the Pension Plan and the SERPs effective December 31, 2009, and accordingly, the anticipated future annual payments under the Pension Plan to Messrs. Sulzberger, Caputo and Benten and Ms. Brayton, and the SERP payments to Mr. Caputo and Ms. Brayton, as applicable, have not increased since that date.
The calculation of the actuarial present value of accumulated benefits assumes a discount rate as of December 31, 2020, of 2.61% for the Pension Plan and 2.40% and 2.39%, respectively, for SERP I and SERP II, and a discount rate as of December 31, 2019, of 3.29% for the Pension Plan and 3.17% and 3.18% respectively, for SERP
THE NEW YORK TIMES COMPANY - P. 53
I and SERP II. For a discussion of the assumptions used in calculating the actuarial present value, see “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and Note 9 of the Notes to the Consolidated Financial Statements in our Annual Report on Form 10-K for the fiscal year ended December 27, 2020.
The “Change in Pension Value and Nonqualified Deferred Compensation Earnings” column also includesrepresents the above-market interest credited to each named executive officer’s account for calendar year 20202022 under the terms of the Restoration Plan as follows: Mr. Sulzberger, $1,187;$2,095; Ms. Kopit Levien, $4,653;$5,344; Mr. Caputo, $3,573;$3,781; and Ms. Brayton, $1,996; Mr. Benten, $2,927; and Mr. Thompson, $11,013.$2,442. Under the terms of the Restoration Plan, Ms. Welch is eligible to receive Company contributions beginning in 2023.
Under the terms of the Restoration Plan, participants’ accounts are credited with interest based on the yield of the BarclaysBloomberg Capital Long Credit Index, or a successor index. The interest rate for 20202022 was 3.62%3.06%, which is considered above-market under SEC proxy disclosure rules as it is greater than 120% of the applicable federal long-term rate. Only the portion of the credited interest consisting of above-market payments is included in the above table. See “—Nonqualified Deferred Compensation” below for a discussion of the terms of the Restoration Plan. The same interest rate as applied to the Restoration Plan applied to the named executive officers’ accountsMr. Caputo’s account under the SESP, but for the reasons discussed below, in footnote 4, this column does not reflect any portion of the interest credited to thehis SESP account. 4.For 2022, Mr. Caputo had a negative change in the actuarial present value of accumulated benefit under the Pension Plan and SERP I of $(813,172). For 2022, Mr. Sulzberger had a negative change in the actuarial present value of accumulated benefit under the Guild Pension Plan formula of $(12,605). For 2022, Ms. Brayton had a negative change in the actuarial present value of accumulated benefit under the Pension Plan and SERP II of $(72,846). Accordingly, no amounts were included in this column for 2022 in respect of a change in pension value. Mss. Kopit Levien and Welch do not participate in the Pension Plan, the Guild Pension Plan formula or the SERPs, which were frozen before they joined the Company.
The calculation of the actuarial present value of accumulated benefits assumes a discount rate as of December 31, 2022, of 5.66% for the Pension Plan and 5.65% and 5.64%, respectively, for SERP I and SERP II, and a discount rate as of December 31, 2021, of 2.93% for the Pension Plan and 2.82% and 2.81%, respectively, for SERP I and SERP II. For a discussion of the assumptions used in calculating the actuarial present value, see “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and Note 9 of the Notes to the Consolidated Financial Statements in our Annual Report on Form 10-K for the fiscal year ended December 31, 2022. 5. The table below shows the 20202022 components of the “All Other Compensation” column, which include perquisites, Company contributions to the Company 401(k) Plan and the Company credit to each named executive officer’s account under the Restoration Plan (together with the Company 401(k) Plan, the “Savings Plans”) and life insurance premiums. | | | | | | | | | | | | | | | | Name | Perquisitesa | Contributions to Savings Plansb | Life Insurance Premiumsc | Otherd | | A.G. Sulzberger | $ | — | | $ | 82,884 | | $ | 1,507 | | $ | — | | | Meredith Kopit Levien | $ | 38,345 | | $ | 115,120 | | $ | 1,640 | | $ | — | | | Roland Caputo | $ | — | | $ | 72,981 | | $ | 1,500 | | $ | — | | | Diane Brayton | $ | — | | $ | 67,648 | | $ | 1,445 | | $ | 54,194 | | | R. Anthony Benten | $ | — | | $ | 44,753 | | $ | 1,119 | | $ | — | | | Mark Thompson | $ | 15,000 | | $ | 129,935 | | $ | 1,833 | | $ | — | |
P. 60 - THE NEW YORK TIMES COMPANY
| | | | | | | | | | | | | Name | Perquisites(a) | Contributions to Savings Plans(b) | Life Insurance Premiums(c) | | A.G. Sulzberger | $ | — | | $ | 95,624 | | $ | 1,537 | | | Meredith Kopit Levien | $ | 15,000 | | $ | 142,281 | | $ | 2,257 | | | Roland Caputo | $ | — | | $ | 102,406 | | $ | 1,595 | | | Diane Brayton | $ | 10,000 | | $ | 77,389 | | $ | 1,472 | | | Jacqueline Welch | | $ | 56,144 | | $ | 1,254 | |
(a)Amounts for Ms.Mss. Kopit Levien and Mr. ThompsonBrayton consist of the incremental cost to the Company of financial planning services in 2020. In addition, the amount for Ms. Kopit Levien includes reimbursement of $23,345 in legal costs attributable to negotiation of her Employment Agreement.2022. (b)Amounts represent Company matching contributions (up to Internal Revenue Service limits) with respect to named executive officers’ deferrals to the Company 401(k) Plan, a discretionary profit-sharing contribution to the Company 401(k) Plan and our credits to the named executive officers’ accounts under the Restoration Plan. See “—Nonqualified Deferred Compensation—Restoration Plan.” (c)We pay premiums for basic life insurance for eligible employees, including our executive officers. Coverage is equal to an employee’s annual salary, with a minimum of $20,000 and a maximum of $1 million. (d)On August 8, 2020, following the departure of an executive, and in addition to her existing role, Ms. Brayton was appointed Interim Executive Vice President, Talent & Inclusion. Ms. Brayton received a cash payment calculated at the rate of $10,000 per month beginning July 15, 2020 and through 2020, for her service in this additional interim role. This payment was made in January 2021 at the conclusion of her interim service.
The “All Other Compensation” column does not reflect credits to the accounts of Messrs.Mr. Caputo Benten and Thompson for theirhis participation in the SESP. The SESP was frozen effective December 31, 2013. Under the terms of the SESP, each participant’s notional account is credited with interest annually. The SESP provides that in no event may the sum of the benefits payable under the SESP and the frozen SERP I exceed the value of the SERP I benefit that the participant would have received had SERP I not been frozen as of December 31, 2009. As a result, until a SESP participant with a SERP I benefit retires, it is not possible to calculate the amount of such participant’s notional SESP account that would be actually payable to the participant, and accordingly, the Company has not reflected such notional credits in column (i). See “—Nonqualified Deferred Compensation” for a description of the SESP and for the amount credited to the accounts of Messrs.Mr. Caputo Benten and Thompson during 2020,2022, and in total. In addition, see “—Potential Payments Upon Termination or Change in Control” for a P. 54 - THE NEW YORK TIMES COMPANY
description of amounts payable to the named executive officers under the Pension Plan, the SERPs and the SESP, assuming a retirement on December 27, 2020,31, 2022, the last day of our 20202022 fiscal year. 5. Mr. Sulzberger was appointed Chairman effective January 1, 2021.
6. Ms. Kopit Levien was appointed President and Chief Executive Officer effective September 8, 2020, having previously servedWelch joined the Company as the Company’s Executive Vice President and Chief Operating Officer.Amounts included in the table reflect an increase in Ms. Kopit Levien’s base salary and increases in her annual and long-term incentive award targets in connection with this appointment. 7. In connection with his service as Interim Chief FinancialHuman Resources Officer effective March 1, 2018, Mr. Caputo receivedJanuary 11, 2021. The amount in column (d) reflects the value of a cash payment, calculated at the rate of $14,000 per month, for the period during which he served in this position. This payment, which totaled $27,139, is included within the amount under column (i) for 2018. Mr. Caputo was subsequently appointed Chief Financial Officer effective April 30, 2018.
8. Mr. Benten was not a named executive officer priorsign-on bonus provided to 2020 and, as a result, only his 2020 compensation information is being disclosed in this table.
9. Mr. Thompson retired from the Company effective September 8, 2020.Ms. Welch upon her hire.
THE NEW YORK TIMES COMPANY - P. 5561
Grants of Plan-Based Awards The table below summarizes grants of annual incentive awards and long-term performance awards to our named executive officers during the 20202022 fiscal year. The footnotes below the table provide additional detail on these awards. | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | All Other Stock Awards: Number of Shares of Stock or Units (#) (i) | Grant Date Fair Value of Stock and Option Awards ($) (l)5 | | | Estimated Future Payouts
Under Non-Equity Incentive
Plan Awards | | Estimated Future Payouts
Under Equity Incentive
Plan Awards | Name
(a) | Grant Date (b)1 | Threshold
($)
(c) | Target
($)
(d) | Maximum
($)
(e) | | Threshold
(#)
(f) | Target
(#)
(g) | Maximum
(#)
(h) | | A.G. Sulzberger | 2/18/222 | | | | | | | | 8,704 | | 362,217 | | | 2/18/223 | | | | | 4,178 | | 13,926 | | 27,852 | | | 681,817 | | | 4/27/223 | | | | | 6,464 | | 12,928 | | 25,856 | | | 505,420 | | | 4/27/223 | | | | | 3,232 | | 6,464 | | 12,928 | | | 252,710 | | | 4/27/224 | 45,900 | | 612,001 | | 1,224,002 | | | | | | | | | Total | 45,900 | | 612,001 | | 1,224,002 | | | 13,874 | | 33,318 | | 66,636 | | 8,704 | | 1,802,164 | | | Meredith Kopit Levien | 2/18/222 | | | | | | | | 19,603 | | 815,779 | | 2/18/223 | | | | | 9,410 | 31,365 | 62,730 | | 1,535,630 | 4/27/223 | | | | | 14,559 | 29,118 | 58,236 | | 1,138,368 | 4/27/223 | | | | | 7,280 | 14,559 | 29,118 | | 569,184 | 4/27/224 | 69,072 | | 920,959 | | 1,841,918 | | | | | | | | | Total | 69,072 | | 920,959 | | 1,841,918 | | | 31,249 | | 75,042 | | 150,084 | | 19,603 | | 4,058,961 | | Roland Caputo | 2/18/222 | | | | | | | | 12,252 | | 509,867 | | 2/18/222 | | | | | | | | 4,901 | | 203,955 | | 2/18/223 | | | | | 2,352 | | 7,841 | | 15,682 | | | 383,895 | | 4/27/223 | | | | | 3,640 | | 7,280 | | 14,560 | | | 284,612 | | 4/27/223 | | | | | 1,820 | | 3,640 | | 7,280 | | | 142,306 | | 4/27/224 | 47,631 | | 635,076 | | 1,270,152 | | | | | | | | | Total | 47,631 | | 635,076 | | 1,270,152 | | | 7,812 | | 18,761 | | 37,522 | | 17,153 | | 1,524,635 | | Diane Brayton | 2/18/222 | | | | | | | | 3,553 | | 147,858 | | 2/18/223 | | | | | 1,706 | | 5,685 | | 11,370 | | | 278,338 | | 4/27/223 | | | | | 2,639 | | 5,278 | | 10,556 | | | 206,343 | | 4/27/223 | | | | | 1,320 | | 2,639 | | 5,278 | | | 103,172 | | 4/27/224 | 30,797 | | 410,630 | | 821,260 | | | | | | | | | Total | 30,797 | | 410,630 | | 821,260 | | | 5,665 | | 13,602 | | 27,204 | | 3,553 | | 735,711 | | Jacqueline Welch | 2/18/222 | | | | | | | | 2,132 | | 88,723 | | 2/18/223 | | | | | 1,023 | | 3,411 | | 6,822 | | | 167,003 | | 4/27/223 | | | | | 1,889 | | 3,777 | | 7,554 | | | 147,662 | | 4/27/223 | | | | | 942 | | 1,883 | | 3,766 | | | 73,616 | | 4/27/224 | 22,672 | | 302,288 | | 604,576 | | | | | | | | | Total | 22,672 | | 302,288 | | 604,576 | | | 3,854 | | 9,071 | | 18,142 | | 2,132 | | 477,004 |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | All Other Stock Awards: Number of Shares of Stock or Units
(#)
(i) | Grant Date Fair Value of Stock and Option Awards ($) (l)5 | | | Estimated Future Payouts
Under Non-Equity Incentive
Plan Awards | | Estimated Future Payouts
Under Equity Incentive
Plan Awards | Name
(a) | Grant Date (b)1 | Threshold
($)
(c) | Target
($)
(d) | Maximum
($)
(e) | | Threshold
(#)
(f) | Target
(#)
(g) | Maximum
(#)
(h) | | A.G. Sulzberger | 2/25/202 | 45,753 | | 610,034 | | 1,220,068 | | | | | | | | 2/25/203 | 180,000 | | 360,000 | | 720,000 | | | | | | | | 12/30/194 | | | | | 3,698 | | 12,328 | | 24,656 | | | | 2/25/204 | | | | | 5,561 | | 11,994 | | 23,988 | | | | | Total | | | | | 9,259 | | 24,322 | | 48,644 | | | 945,871 | | | Meredith Kopit Levien | 2/25/202 | 62,555 | | 834,070 | | 1,668,140 | | | | | | | | 2/25/203 | 150,000 | | 300,000 | | 600,000 | | | | | | | | 12/30/194 | | | | | 3,698 | 12,328 | 24,656 | | | 2/25/204 | | | | | 4,089 | 8,178 | 16,356 | | | 9/8/203 | 240,000 | 480,000 | 960,000 | | | | | | | 9/8/204 | | | | | 9,887 | 25,634 | 51,268 | | | | Total | | | | | 17,674 | | 46,140 | | 92,280 | | | 2,232,818 | | | Roland Caputo | 2/25/202 | 47,175 | | 628,998 | | 1,257,996 | | | | | | | | 2/25/203 | 150,000 | | 300,000 | | 600,000 | | | | | | | | 12/30/194 | | | | | 3,698 | | 12,328 | | 24,656 | | | | 2/25/204 | | | | | 4,089 | | 8,178 | | 16,356 | | | | | Total | | | | | 7,787 | | 20,506 | | 41,012 | | | 769,492 | | | Diane Brayton | 2/25/202 | 30,698 | | 409,310 | | 818,620 | | | | | | | | 2/25/203 | 80,250 | | 160,500 | | 321,000 | | | | | | | | 12/30/194 | | | | | 1,979 | | 6,595 | | 13,190 | | | | 2/25/204 | | | | | 2,188 | | 4,375 | | 8,750 | | | | | Total | | | | | 4,167 | | 10,970 | | 21,940 | | | 411,652 | | | R. Anthony Benten | 2/25/202 | 15,282 | | 203,758 | | 407,516 | | | | | | | | 2/25/203 | 30,000 | | 60,000 | | 120,000 | | | | | | | | 12/30/194 | | | | | 740 | | 2,466 | | 4,932 | | | | 2/25/204 | | | | | 818 | | 1,636 | | 3,272 | | | | | Total | | | | | 1,558 | | 4,102 | | 8,204 | | | 153,928 | | Mark Thompson6
| 2/25/202 | 55,128 | | 735,044 | | 1,470,088 | | | | | | | | 2/25/203 | 525,000 | | 1,050,000 | | 2,100,000 | | | | | | | | 12/30/194 | | | | | 12,944 | | 43,147 | | 86,294 | | | | 2/25/204 | | | | | 14,311 | | 28,622 | | 57,244 | | | | | Total | | | | | 27,255 | | 71,769 | | 143,538 | | | 2,693,146 | |
1.The portion of the 2020-2022 performance award based on total stockholder return was approved by the Compensation Committee (for all named executive officers other than Messrs. Sulzberger and Thompson, then CEO) and the independent members of the full Board (for Messrs. Sulzberger and Thompson) at their December 19, 2019, meetings, effective the first day of the 2020 fiscal year (December 30, 2019). The annual incentive award,restricted stock units and the portion of the 2020-20222022-2024 performance award based on adjusted operating profit,Relative TSR were approved by the Compensation Committee (for all named executive officers other than Messrs.Mr. Sulzberger and Thompson)Ms. Kopit Levien) and by the independent members of the full Board (for Mr. Sulzberger and Ms. Kopit Levien) at their February 17 and February 18, 2022, meetings, respectively, and were effective on February 18, 2022. The 2022 annual incentive award, and the portions of the 2022-2024 performance award based on adjusted operating profit and digital subscription revenue, were approved by the Compensation Committee (for all named executive officers other than Mr. Sulzberger and Ms. Kopit Levien) and by the independent members of the full P. 5662 - THE NEW YORK TIMES COMPANY
independent members of the full Board (for Messrs.Mr. Sulzberger and Thompson)Ms. Kopit Levien), at their February 24April 27, 2022, meetings, and 25, 2020, meetings, respectively. These awards were granted under the Company’s 2010 Incentive Compensation Plan. In addition to the performance awardseffective April 27, 2022.
2.Restricted stock units granted in December 2019, Mr. Sulzberger received a stock-settled 2020-2022 performance award measured against2022: Each restricted stock unit corresponds to one share of Class A stock and entitles the relative total stockholder return metricexecutive to receive one share of Class A stock on February 25, 2020. Ms. Kopit Levien received an additional stock-settled 2020-2022 performance award, approved by the independent membersvesting date. During the vesting period, the units are forfeited if the holder leaves the employ of the full BoardCompany, but vest in the event of death or disability. The holder of restricted stock units is entitled to receive payments equivalent to dividends at the time of vest, if any, that may be paid on July 21, 2020, and grantedClass A stock; no preferential rate is paid. The aggregate grant date fair values of the grants are included in the Summary Compensation Table under the 2020 Incentive Plan, in connection with her appointment as President and Chief Executive Officer effective September 8, 2020.column (e) for 2022.
2.Annual incentive3.2022-2024 performance award: Threshold, target and maximum amounts in connection with our 2020 annual incentive award program. Threshold amounts reflect the minimum amount payable under the financial component of this award. The actual amounts that were paid are included in the Summary Compensation Table under column (g) for 2020. See “—Compensation Discussion and Analysis” for a description of the targets and the level of achievement for 2020.
3.2020-2022 performance award (cash-settled): Threshold, target and maximum amounts in connection with cash-settled performance awards for the 2020-2022 cycle. Threshold amounts reflect the minimum amount payable for a certain level of performance. No payment is made for performance below such enumerated level. The actual amount that will be paid will depend on cumulative adjusted operating profit over the three-year period and will range from $0 to the maximum amount, depending on performance. See “—Compensation Discussion and Analysis” for a description of the performance measure.
4.2020-2022 performance award (stock-settled): Threshold, target and maximum amounts in connection with stock-settled performance awards for the 2020-20222022-2024 cycle. Threshold amounts reflect the minimum amount payable for a certain level of performance. No payment is made for performance below such enumerated level. The actual number of shares that will be issued will depend on twothree performance measures,measures: cumulative adjusted operating profit, cumulative digital subscription revenue and total stockholder returnTSR relative to companies in the Standard & Poor’s 500 Stock Index, each over the three-year period. The aggregate grant date fair value of this award, as set out in column (l), is included in the Summary Compensation Table under column (e) for 2020.2022. See “—Compensation Discussion and Analysis” for a description of the performance measures.
4.Annual incentive award: Threshold, target and maximum amounts in connection with our 2022 annual incentive award program. Threshold amounts reflect the minimum amount payable under the financial component of this award. The actual amounts that were paid are included in the Summary Compensation Table under column (g) for 2022. See “—Compensation Discussion and Analysis” for a description of the targets and the level of achievement for 2022. 5.Column (l) shows the grant date fair values of stock-settled 2020-20222022-2024 performance awards and restricted stock units, as estimated for financial reporting purposes. The grant date fair value for the performance awards measured against the cumulative adjusted operating profit metricand digital subscription revenue metrics is calculated based on the average of the high and the low stock prices on the grant date and was $37.93.$39.10. The grant date fair value for the performance awards measured against the relative total stockholder returnRelative TSR metric is calculated on the grant date using a Monte Carlo valuation by an independent third party and was $37.26 for the December 30, 2019, grant date. $48.96. The grant date fair value of Mr. Sulzberger’s additional stock-settled 2020-2022 performance award granted in February 2020, and measured againstfor the relative total stockholder return, wasrestricted stock unit awards is calculated using a Monte Carlo valuation of $52.44. In addition, for Ms. Kopit Levien’s additional stock-settled 2020-2022 performance award granted in September 2020, a portion is measured against the cumulative adjusted operating profit metric based on the average high and low stock price of $43.29, and a portion is measured againston the relative total stockholder return metric calculated using a $67.43 Monte Carlo valuation. grant date, which was $41.62. The reported amounts may not represent the actual value that will be realized. 6.Mr. Thompson retired from the Company effective September 8, 2020. Under the annual incentive award program, Mr. Thompson was entitled to a prorated portion of the payout, based on the period during 2020 that he worked until his retirement, and the information presented with respect to his annual incentive award has been prorated to reflect this period. In addition, under the terms of the 2020-2022 long-term performance awards, Mr. Thompson will be entitled to a prorated portion of the payouts, based on the period worked until his retirement, as and when payouts of 2020-2022 long-term performance awards are made to other executives.
CompensationEmployment Agreement of Meredith Kopit Levien New President and Chief Executive Officer
On September 8, 2020, Meredith Kopit Levien, previously Executive Vice President and Chief Operating Officer, became the Company’s President and Chief Executive Officer. In connection with her appointment, Ms. Kopit Levien and the Company entered into theare party to an Employment Agreement. Ms. Kopit Levien‘s compensation arrangements were the result of arm‘s-length negotiations. In negotiating and approving Ms. Kopit Levien’s compensation, the
THE NEW YORK TIMES COMPANY - P. 57
Board was advised by Exequity, the Compensation Committee’s independent compensation consultant. In developing the compensation arrangement, the Board considered the same executive compensation objectives used for our other executives and sought to develop a market-competitive package that would offer meaningful incentives for successfully achieving positive results for the Company’s stockholders. The Employment Agreement has an initiala current term through January 1, 2023,2026, with an “evergreen” renewal provision whereby, on each January 1, an additional one year will be added to the term so that it will always be at least two to three years in duration.
Under the terms of her Employment Agreement, Ms. Kopit Levien is entitled to the following compensation: •Annual Base Salary. Ms. Kopit Levien’s annual base salary, was initially set at $900,000.
•Incentive Compensation. Ms. Kopit Levien continues to be eligible to participate in the Company’s annual incentive plan and its long-term incentive compensation, program,and participation in our employee welfare and benefits plans in accordance with targets set annually bytheir terms, in each case, on the Compensation Committee of the Board and independent Board members,same terms applicable to other senior executive officers.
In addition, she is entitled to severance as follows: in consultation with the other non-management directors. Her 2020 annual incentive plan target was 100% of her prorated annual base salary, and her 2021 annual incentive plan target will similarly be 100% of her annual base salary. Under the long-term incentive program, her total targeted amount for the 2020-2022 performance cycle was increased from $1,000,000 to $2,600,000, and her total targeted amount for the 2021-2023 performance cycle is $3,200,000. •Severance Benefits. In the event Ms. Kopit Levien’s employment is terminated by the Company without “cause” or she resigns for “good reason,” in each case, as defined in the Employment Agreement, or if the term of her employment expires following a notice on non-extension from the Company, she will generally be entitled to receive (i) an amount equal to 1.25 times the sum of her base salary and target annual incentive award, and (ii) reimbursements for the actual cost of COBRA coverage in excess of the amount that similarly situated active employees pay for the same levels of coverage as elected by her for up to 15 months after termination.
•Benefits. Ms. Kopit Levien continues to be eligible to participate in the same benefit plans in which she was previously eligible to participate, in accordance with their terms and on the same basis as other senior executives.
The Employment Agreement provides for a 15-month non-compete and non-solicitation period following any termination of Ms. Kopit Levien’s employment, as well as a customary non-disparagement covenant.
P. 58 - THE NEW YORK TIMES COMPANY - P. 63
Outstanding Equity Awards at Fiscal Year-End As of December 31, 2022, there were no outstanding stock options held by the executive officers. The following table shows outstanding stock options, restricted stock units and performance awards as of December 27, 2020.31, 2022. | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | Option Awards1 | | Stock Awards | Name
(a) | Number of
Securities
Underlying
Unexercised
Options
Exercisable
(#)(b) | Number of
Securities
Underlying
Unexercised
Options
Unexercisable
(#)(c) | Option
Exercise
Price
($)(e) | Option
Expiration
Date
(f) | | Number of Shares or Units of Stock That Have Not Vested2 (#)(g) | Market Value of Shares or Units of Stock That Have Not Vested2 ($)(h) | Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested3 (#)(i) | Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested4 ($)(j) | | A.G. Sulzberger | | | | | | | | 87,530 | | 4,494,666 | | | Meredith Kopit Levien | | | | | | 22,695 | | 1,165,388 | | | | | | | | | | | 145,980 | | 7,496,073 | | | Roland Caputo | | | | | | | | 81,288 | | 4,174,139 | | | Diane Brayton | | | | | | | | 46,642 | | 2,395,067 | | | R. Anthony Benten | | | | | | | | 18,944 | | 972,774 | | | Mark Thompson | 105,604 | | | 8.28 | | 11/12/2022 | | | | | | | | | | | | | | 124,282 | | 6,381,881 | |
1.Stock options have a term of ten years from the date of grant. | | | | | | | | | | | | | | | | | Stock Awards | Name
(a) | Number of Shares or Units of Stock That Have Not Vested1 (#) (g) | Market Value of Shares or Units of Stock That Have Not Vested1 ($) (h) | Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested2 (#) (i) | Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested3 ($) (j) | | A.G. Sulzberger | 8,704 | | 282,532 | | 58,416 | | 1,896,183 | | | Meredith Kopit Levien | 19,603 | | 636,313 | | 120,265 | | 3,903,802 | | | Roland Caputo | 17,153 | | 556,786 | | 32,893 | | 1,067,707 | | | Diane Brayton | 3,553 | | 115,330 | | 21,163 | | 686,951 | | | Jacqueline Welch | 2,132 | | 69,205 | | 15,134 | | 491,250 | |
2.1.Market value at December 24, 202030, 2022 ($51.3532.46 per share), the last trading day of our 20202022 fiscal year. Ms. Kopit Levien received a grantThe vesting dates of the restricted stock units on June 7, 2017, which vests ratably over five years from the grant date.unit awards are as follows:
3. | | | | | | | | | | | | | | | | | | | Name | 2/18/2023 | 6/30/2023 | 2/18/2024 | 2/18/2025 | Total | | A.G. Sulzberger | 2,901 | — | 2,901 | 2,902 | 8,704 | | Meredith Kopit Levien | 6,534 | — | 6,534 | 6,535 | 19,603 | | Roland Caputo | 1,633 | 12,252 | 1,634 | 1,634 | 17,153 | | Diane Brayton | 1,184 | — | 1,184 | 1,185 | 3,553 | | Jacqueline Welch | 710 | — | 711 | 711 | 2,132 |
2.Represents the number of shares of Class A stock subject to outstanding stock-settled 2019-2021performance awards for the 2021-2023 and 2020-20222022-2024 performance awards. Thecycles. In accordance with SEC requirements, values for these awards in columns (i) and (j) are reported at target (100%) level.For the 2021-2023 performance cycle, the actual number of shares that will be issued will depend on two performance measures, a financial measure tied tomeasures: cumulative adjusted operating profit and total stockholder returnTSR relative to companies in the Standard & Poor’s 500 Stock Index, each over the three-year period. For the 2022-2024 performance cycle, the actual number of shares that will be issued will depend on three performance measures: cumulative adjusted operating profit, cumulative digital subscription revenue and TSR relative to companies in the Standard & Poor’s 500 Stock Index, each over the three-year period. 4.3.Market value of the shares included in column (i) at December 24, 202030, 2022 ($51.3532.46 per share), the last trading day of our 20202022 fiscal year.
P. 64 - THE NEW YORK TIMES COMPANY - P. 59
Option Exercises and Stock Vested The following table shows amounts received upon the exercise of options and vesting of restricted stock units during the fiscal year ended December 27, 2020,31, 2022, as well as shares of Class A stock paid out with respect to the stock-settled 2018-20202020-2022 performance awards. No executive officers have stock options. | | | | Option Awards1 | | Stock Awards2 | | Stock Awards1 | Name
(a) | Name
(a) | Number of
Shares
Acquired on
Exercise
(#)
(b) | Value Realized
on Exercise
($)
(c) | | Number of
Shares
Acquired on
Vesting
(#)
(d) | Value Realized
on Vesting
($)
(e) | Name
(a) | Number of Shares
Acquired on Vesting
(#)
(d) | Value Realized
on Vesting
($)
(e) | | A.G. Sulzberger | A.G. Sulzberger | | 18,194 | | $ | 941,358 | | A.G. Sulzberger | 27,171 | | $ | 1,091,459 | | | Meredith Kopit Levien | Meredith Kopit Levien | | 51,779 | | $ | 2,562,625 | | Meredith Kopit Levien | 63,704 | | $ | 2,492,944 | | | Roland Caputo | Roland Caputo | 11,640 | | $ | 456,218 | | | 21,753 | | $ | 1,125,500 | | Roland Caputo | 22,767 | | $ | 914,550 | | | Diane Brayton | Diane Brayton | | 16,172 | | $ | 836,739 | | Diane Brayton | 12,179 | | $ | 489,230 | | | R. Anthony Benten | | 11,318 | | $ | 546,325 | | | | Mark Thompson | 280,000 | | $ | 9,894,880 | | | 108,968 | $ | 5,638,004 | | | | Jacqueline Welch | | Jacqueline Welch | — | | $ | — | |
1.The value realized on exercise presented in column (c) for Mr. Caputo represents the difference between the market price of Class A stock ($46.41) on August 7, 2020, the date of exercise, and the exercise price of the options (11,640 options, $7.22 exercise price). In connection with his retirement, Mr. Thompson exercised 280,000 options at an exercise price of $8.28 between August 11, 2020, and October 16, 2020. The Class A stock market price at the time of the exercises ranged from $42.58 to $44.56.
2. “Stock Awards” include, for executives, shares of Class A stock paid out in early 20212023 with respect to the stock-settled 2018-2020 long-term2020-2022 performance awards. See “—Compensation Discussion and Analysis—Long-Term Incentive Compensation.” “Stock Awards” also include shares of Class A stock delivered during 20202022 upon the vesting of 11,348 restricted stock units for Ms. Kopit Levien (11,347) and Mr. Benten (3,232).Levien. The dollar amounts presented in column (e) represent the market value of those shares of Class A stock as of the respective vesting dates. Ms. Welch, who joined the Company in 2021, did not receive a 2020-2022 performance award.
P. 60 - THE NEW YORK TIMES COMPANY
Pension Benefits The following table shows the number of years of credited service and the actuarial present value of accumulated benefit under the Pension Plan, SERP I and SERP II, as applicable, as of December 31, 2020,2022, the measurement date for each plan. The present value amounts are estimates only, and do not necessarily reflect the actual amounts that will be paid to the named executive officers. Ms.Mss. Kopit Levien and Mr. ThompsonWelch do not participate in the Pension Plan, SERP I or SERP II, which were frozen effective December 31, 2009, prior to their joining the Company. | Name
(a) | Name
(a) | Plan Name
(b) | Number of Years Credited Service (#)1 (c) | Present Value of Accumulated Benefit ($)2 (d) | Payments During
Last Fiscal Year
($)
(e) | Name
(a) | Plan Name
(b) | Number of Years Credited Service (#)1 (c) | Present Value of Accumulated Benefit ($)2 (d) | Payments During
Last Fiscal Year
($)
(e) | | A.G. Sulzberger | A.G. Sulzberger | Pension Plan | 2 | | 25,916 | | — | | A.G. Sulzberger | Pension Plan | 2 | | 11,508 | | — | | | Roland Caputo | Roland Caputo | Pension Plan | 24 | | 1,266,602 | | — | | Roland Caputo | Pension Plan | 24 | | 956,419 | | — | | | | SERP I | 24 | | 2,019,217 | | — | | | SERP I | 24 | | 1,307,797 | | — | | | Diane Brayton | Diane Brayton | Pension Plan | 6 | | 178,730 | | — | | Diane Brayton | Pension Plan | 6 | | 99,371 | | — | | | | SERP II | 6 | | 3,717 | | — | | | SERP II | 6 | | 1,975 | | — | | | R. Anthony Benten | Pension Plan | 20 | | 1,002,457 | | — | | | | SERP I | 20 | | 2,632,366 | | — | | |
1.Because the Pension Plan, SERP I and SERP II were frozen effective December 31, 2009, years of credited service for purposes of calculating benefits for Mr. Caputo and Ms. Brayton and Mr. Benten are determined as of that date. Prior to its merger with the Pension Plan, the Guild Pension Plan froze accruals effective December 31, 2012. Therefore, forFor Mr. Sulzberger, years of credited service for purposes of calculating benefits under the Guild Pension Plan formula are determined as of that date. 2.The assumed retirement age used to calculate the actuarial present value of each named executive officer’s accumulated benefit is the age at which the named executive officer would be eligible to receive unreduced benefits. Under the Pension Plan, Messrs.Mr. Caputo and Benten would be eligible to receive unreduced benefits at age 62, and Mr. Sulzberger and Ms. Brayton would each be eligible to receive unreduced benefits at age 65. Under SERP I, Messrs.Mr. Caputo and Benten would be eligible to receive unreduced benefits at age 60. Under SERP II, Ms. Brayton would be eligible to receive unreduced benefits at age 65. THE NEW YORK TIMES COMPANY - P. 65
For a discussion of the assumptions used in calculating the valuation, see footnote 4 to the Summary Compensation Table above and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and Note 9 of the Notes to the Consolidated Financial Statements in our Annual Report on Form 10-K for the fiscal year ended December 27, 2020.31, 2022. Pension Plan The Pension Plan is a defined benefit pension plan that is intended to qualify for favorable tax treatment under Section 401(a) of the Internal Revenue Code. Employees who were hired prior to January 1, 2009, were at least 21 years old and were not covered by a collective bargaining agreement became eligible to participate in the Pension Plan after completing one year of service, during which they rendered at least 1,000 hours of service. Effective December 31, 2009, the Company froze the Pension Plan, meaning no additional benefits accrue after that date. Mr. Caputo and Ms. Brayton and Mr. Benten are participants. Mr. Sulzberger is a participant in the Pension Plan whose benefit is determined under the Guild Pension Plan formula. Computation of Pension Plan Benefits Previously accrued benefits are determined under a formula that provides an annuity benefit at normal retirement age (65). This amount is the sum of: •1 1/2% of final average earnings (as of December 31, 2008) times years of service up to 25 years (as of December 31, 2008), plus •5/8% of final average earnings (as of December 31, 2008) times years of service in excess of 25 years up to 40 years (as of December 31, 2008), plus THE NEW YORK TIMES COMPANY - P. 61
•5/8% of final average earnings (as of December 31, 2009) times years of service after December 31, 2008, and prior to January 1, 2010; provided no more than 40 years of service in total may be used in the formula. However, if greater, the annual annuity benefit at normal retirement age is 1.1% of final average earnings (as of December 31, 2009) times years of service (as of December 31, 2009) up to 40 years. “Final average earnings” are based on the highest 60 consecutive calendar months of earnings during the 120 consecutive months before December 31, 2008 or December 31, 2009, as applicable. For this purpose, earnings include total earnings from base salary, annual cash bonuses, and sales commissions, if any, but are limited each year in accordance with Internal Revenue Service rules ($245,000 in 2009, the last relevant year). Payment of Benefits Benefits are payable at age 65 (unless the participant is eligible for early retirement and elects to commence payment before age 65). The normal payment form is a straight life annuity for unmarried participants and a subsidized joint and 50% spouse’s annuity for married participants. A variety of other payment forms are available. A participant generally may not elect to receive retirement benefits in a single lump-sum payment. Reduced benefits are available to participants retiring after age 55 with at least five years of service (early retirement). Guild Pension Plan Formula Effective December 31, 2018, the Guild Pension Plan was merged into the Pension Plan. Mr. Sulzberger is a participant in the Pension Plan whose benefits are computed in accordance with the Guild Pension Plan formula described below. Guild Pension Plan Formula The Guild Pension Plan formula provides benefits based on 1/10% of average monthly compensation times years of credited service. “Average monthly compensation” is based on the highest 60 consecutive calendar months of earnings during the 120 consecutive months before December 31, 2012. For this purpose, earnings include total earnings from base salary, overtime, merit increases and shift differential, if any, but are limited each year in accordance with Internal Revenue Service rules ($250,000 in 2012, the last relevant year). Payment of Benefits Benefits are payable at age 65 (unless the participant is eligible for early retirement and elects to commence payment before age 65). The normal payment form is a straight life annuity for unmarried participants and a joint and P. 66 - THE NEW YORK TIMES COMPANY
50% spouse’s annuity for married participants. A variety of other payment forms are available. A participant may elect to receive 50% of retirement benefits in a single lump-sum payment. Reduced benefits are available to participants retiring between ages 51-60 with 30 years of service, or ages 60-65 with 10 years of service. Supplemental Executive Retirement Plan (SERP I) SERP I is a frozen nonqualified defined benefit pension plan. Like the Pension Plan, SERP I was amended effective December 31, 2009, to discontinue future benefit accruals. Messrs.Mr. Caputo and Benten are participantsis a participant in SERP I. SERP I Benefits SERP I retirement benefits are based on a participant’s years of service with the Company and final average earnings, both determined as of December 31, 2009. Final average earnings for purposes of SERP I are computed the same way as under the Pension Plan, except that there is no annual limit on the amount of earnings that can be taken into account when computing SERP I benefits. A participant vests in his or her SERP I benefit upon attaining age 55 and completing 10 years of service. The normal payment form is the straight life annuity for unmarried participants and subsidized joint and 50% spouse’s annuity for married participants. A variety of other payment forms are available, all actuarially equivalent in value. A participant generally may not elect to receive a lump-sum payment. Distributions are subject to compliance with Section 409A of the Internal Revenue Code. All participants are subject to non-competition restrictions for the duration of the period during which the participant is receiving benefits under SERP I. P. 62 - THE NEW YORK TIMES COMPANY
Normal Retirement The annual SERP I retirement benefit payable at normal retirement age (age 65) to a participant with at least 20 years of service as of December 31, 2009, is equal to 50% of final average earnings as of December 31, 2009, minus the benefits payable under the Pension Plan at age 65. Messrs.Mr. Caputo and Benten had at least 20 years of service as of December 31, 2009. Participants with less than 20 years of service as of December 31, 2008, receive an annual SERP I retirement benefit payable at normal retirement age (age 65) equal to (i) 2.5% of final average earnings as of December 31, 2009, for each year of service as of December 31, 2008, plus (ii) 2.2% of final average earnings as of December 31, 2009, for each year of service after December 31, 2008, and prior to December 31, 2009, provided that the aggregate years of service shall not exceed 20 years of service, minus (iii) benefits under the Pension Plan at age 65. Early Retirement A SERP I participant who retires between the ages of 60 and 65 with 10 or more years of service will receive a benefit based on the participant’s service and final average earnings at December 31, 2009. This benefit will not be reduced because of early commencement. However, the benefit of a SERP I participant who retires with 10 or more years of service between ages 55 and 60 will be reduced by 1/3 of 1% for each month benefits commence prior to age 60. Executive Unfunded Pension Plan II (SERP II) SERP II is a frozen nonqualified defined benefit pension plan. Like the Pension Plan and SERP I, SERP II was amended effective December 31, 2009, to discontinue further benefit accruals. SERP II was designed to provide participants with the additional benefits they would have received under the Pension Plan but for the limitations on the amount of earnings that could be taken into account under that plan. The annual SERP II retirement benefit payable at normal retirement age (age 65) is equal to the excess of (a) the annual normal retirement benefit as of December 31, 2009, under the terms of the Pension Plan calculated without taking into account the annual limit under Section 401(a)(17) of the Internal Revenue Code on the amount of earnings that can be taken into account under the Pension Plan and by including in earnings the amounts deferred by the participant under the Company’s Deferred Executive Compensation Plan (the “DEC”), over (b) the annual normal retirement benefit as of December 31, 2009, under the terms of the Pension Plan. Ms. Brayton is a participant in SERP II and is vested in her benefit. Under plan terms, the benefit is to be paid following the later of either separation from service andor attainment of age 55, and is expected to be payable in a lump sum. Distributions are subject to compliance with Section 409A of the Internal Revenue Code.
THE NEW YORK TIMES COMPANY - P. 6367
Nonqualified Deferred Compensation The following table shows Company and participant contributions, earnings and balances as of year-end under the Restoration Plan, SESP and DEC, as applicable. | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | Name
(a) | Plan | | Executive Contributions in Last FY ($)1 (b) | | Registrant Contributions in Last FY ($)2 (c) | | Aggregate Earnings in Last FY ($)3 (d) | | Aggregate Withdrawals/ Distributions in Last FY4 ($) (e) | | Aggregate
Balance at
Last FYE
($)
(f) | | A.G. Sulzberger | Restoration Plan | | — | | | 59,765 | | | 6,426 | | | — | | | 228,243 | | | Meredith Kopit Levien | Restoration Plan | | — | | | 91,899 | | | 16,404 | | | — | | | 570,038 | | Roland Caputo
| Restoration Plan | | — | | | 62,879 | | | 11,608 | | | — | | | 402,925 | | | SESP | | — | | | — | | | 9,563 | | | — | | | 321,200 | | | DEC | | — | | | — | | | (3,038) | | | (9,839) | | | 12,042 | | | Total | | — | | | 62,879 | | | 18,133 | | | (9,839) | | | 736,167 | | | Diane Brayton | Restoration Plan | | — | | | 48,725 | | | 7,494 | | | — | | | 261,824 | | | Jacqueline Welch | Restoration Plan | | — | | | — | | | — | | | — | | | — | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | Name
(a) | Plan | | Executive Contributions in Last FY ($)1 (b) | | Registrant Contributions in Last FY ($)2 (c) | | Aggregate Earnings in Last FY ($)3 (d) | | Aggregate Withdrawals/ Distributions in Last FY4 ($) (e) | | Aggregate
Balance at
Last FYE
($)
(f) | | A.G. Sulzberger | Restoration Plan | | — | | | 44,730 | | | 3,003 | | | — | | | 94,602 | | | SESP | | — | | | — | | | — | | | — | | | — | | | Total | | — | | | 44,730 | | | 3,003 | | | — | | | 94,602 | | | Meredith Kopit Levien | Restoration Plan | | — | | | 88,681 | | | 11,786 | | | — | | | 353,200 | | | SESP | | — | | | — | | | — | | | — | | | — | | | Total | | — | | | 88,681 | | | 11,786 | | | — | | | 353,200 | | Roland Caputo
| Restoration Plan | | — | | | 41,872 | | | 9,053 | | | — | | | 265,813 | | | SESP | | — | | | — | | | 10,642 | | | — | | | 302,233 | | | DEC | | — | | | — | | | 3,018 | | | (7,194) | | | 28,533 | | | Total | | — | | | 41,872 | | | 22,713 | | | (7,194) | | | 596,579 | | | Diane Brayton | Restoration Plan | | — | | | 40,411 | | | 5,055 | | | — | | | 151,986 | | | SESP | | — | | | — | | | — | | | — | | | — | | | Total | | — | | | 40,411 | | | 5,055 | | | — | | | 151,986 | | | R. Anthony Benten | Restoration Plan | | — | | | 23,059 | | | 7,417 | | | — | | | 215,447 | | | SESP | | — | | | — | | | 11,843 | | | — | | | 336,329 | | | Total | | — | | | 23,059 | | | 19,260 | | | — | | | 551,776 | | | Mark Thompson | Restoration Plan | | — | | | 116,184 | | | 27,907 | | | — | | | 816,750 | | | SESP | | — | | | — | | | 182 | | | — | | | 5,182 | | | Total | | — | | | 116,184 | | | 28,089 | | | — | | | 821,932 | |
1.Participants are not permitted to make contributions under the Restoration Plan or the SESP. 2.The Company’s contributions to the named executive officers’ accounts under the Restoration Plan are included in column (i), and the portion of earnings credited to such account that are above-market earnings under SEC rules are included in column (h), of the Summary Compensation Table. See footnotes 34 and 45 to the Summary Compensation Table. Under the terms of the Restoration Plan, Ms. Welch is eligible to receive Company contributions beginning in 2023 (covering the 2022 plan year). 3.Participants’ accounts under the Restoration Plan and the SESP are credited with interest on a daily basis at a rate based on the yield of the Barclays CapitalBloomberg Long Credit Index, or a successor index, as of the last business day in October of the preceding plan year. For 2020,2022, the interest rate was 3.62%3.06%. 4.The amounts included in the table for the SESP represent notional credits to the relevant named executive officer’sMr. Caputo’s account during 20202022 for interest and the account balances as of the end of the year. Under the terms of the SESP, in no event may the sum of the benefits payable under the SESP and the frozen SERP I exceed the value of the SERP I benefit that the participant would have received had the SERP I not been frozen as of December 31, 2009. As a result, until a SESP participant retires, it is not possible to calculate the amount of such participant’s notional SESP account that would actually be payable to the participant. See “—Potential Payments Upon Termination or Change in Control” for a description of amounts that would have been payable to the named executive officersMr. Caputo under the Pension Plan, SERP I and the SESP, assuming a retirement on December 27, 2020,31, 2022, the last day of our 20202022 fiscal year. The SESP was frozen effective for plan years commencing after December 31, 2013. Mr. Sulzberger, Ms. Kopit Levien and Ms. Brayton do not participate in the SESP. P. 64 - THE NEW YORK TIMES COMPANY
Restoration Plan Effective January 1, 2014, participants in the Company 401(k) Plan receive a 100% Company matching contribution on their deferrals up to 6% of earnings each pay period (up to applicable limits under the Internal Revenue Code). Under the Restoration Plan, participants, including executive officers, receive a contribution of 6% of a participant’s earnings in excess of the amount of compensation that can be taken into account under the Company 401(k) Plan. The Company credits participants’ accounts with interest daily based on the yield of the Barclays CapitalBloomberg Long Credit Index, or a successor index. Participants vest in their accounts pursuant to a five-year graded vesting schedule or, upon a change in control, death, disability, retirement or attainment of age 65 while employed, become 100% vested. Upon termination of employment, participants will receive a lump-sum payment of their vested account balances under the Restoration Plan. Distributions are subject to compliance with Section 409A of the Internal Revenue Code.
P. 68 - THE NEW YORK TIMES COMPANY
Supplemental Executive Savings Plan Messrs. Thompson,Mr. Caputo and Benten are participantsis a participant in the SESP, which was frozen effective for plan years commencing after December 31, 2013. For plan years through 2013, a SESP participant’s account was credited each year with a “supplemental contribution” equal to (i) 10% of his or her compensation for those who were SERP I participants on December 31, 2009, or (ii) 5% for those who were not SERP I participants on December 31, 2009. Effective for plan years commencing after December 31, 2013, the Company has amended the SESP to discontinue all future supplemental contributions and transition credits. No other executive may be designated as a participant in the now frozen plan.
Participants vest in their benefit upon attaining age 55 and completing 10 years of service or upon a change in control. Upon termination of employment, participants receive a lump-sum payment of their vested account balances under the SESP. Distributions are subject to compliance with Section 409A of the Internal Revenue Code. Deferred Executive Compensation Plan The Company maintains a Deferred Executive Compensation Plan, which allowed executives to defer portions of their salary and annual incentive and long-term performance awards. This plan, in which Mr. Caputo participates, was frozen to new deferrals effective January 1, 2016.
THE NEW YORK TIMES COMPANY - P. 6569
Potential Payments Upon Termination or Change in Control The following table sets outThis section describes the compensation for the named executive officers (other than Mr. Thompson) assuming (i) a termination of the executive’s employment as a result of a termination, resignation, or death, disability or retirement; (ii) a change in control; or (iii) a termination of employment following a change in control, in all cases, as of December 27, 2020,31, 2022, the last day of our 20202022 fiscal year. Mr. Thompson retired effective September 8, 2020, and the information contained in the table below reflects the actual payments and benefits to which he became entitled as a result of his retirement. Ms. Kopit Levien’s Employment Agreement provides for severance in the case of termination of employment and the table below reflects the terms of such agreement. None of the other named executive officers have employment agreements. However, certainCertain elements of executive compensation are treated differently under various termination of employment scenarios or upon a change in control, as follows:
•Current Compensation Components—Our current executive compensation consists primarily of a base salary, and performance-based annual and long-term incentive compensation. compensation, and time-vesting restricted stock units. ◦Base salary is paid through the last day worked, regardless of the reason for termination of employment. ◦Performance awards—In the case of a termination of employment due to death, disability or retirement, an executive would be entitled to prorated portions of existingoutstanding annual and long-term performance awards, based on the period worked, as and when they are paid to other executives. In all other circumstances, except as described in the footnotes in the table below in the case of a change in control, the executive must be employed by the Company on the date of payment in order to receive payout of the applicable award. In the case of our three-year performance awards, upon the occurrence of a change in control, the performance period would be deemed to have ended upon such occurrence and payouts will be made in accordance with the performance over the shortened performance period. •Equity Awards—Ms. Kopit Levien holds unvested restricted◦Restricted stock units. units—In the case of a termination of employment due to death or disability, all such unvested restricted stock units would immediately vest. In all other circumstances (including retirement)retirement, but other than a change in control), restricted stock units would be forfeited upon termination. Upon the occurrence of a change in control, restricted stock units would vest if not assumed by any successor entity, and if so assumed, would vest upon a termination under certain circumstances within 12 months.
•Retirement benefits (Pension Plan and SERPs)—Benefits will be paid out as described above under “—Pension Benefits.” •Nonqualified deferred compensation (Restoration Plan and SESP)—The Restoration Plan has a five-year graded vesting schedule. As of December 27, 2020,31, 2022, each named executive officer is fully vested in his or her interests under the Plan. Upon termination of employment for any reason, participants in the Restoration Plan and the SESP (or their beneficiaries, in the event of death) receive a lump-sum payment of their vested account balance, reduced, in the case of the SESP, so that the sum of the benefits payable under the SESP and SERP I do not exceed the value of the SERP I benefit that would have been received had SERP I not been frozen as of December 31, 2009. Participants’ accounts under these plans would vest upon a change in control. The following table and footnotes quantify, for each named executive officer, other than Mr. Thompson, the payments and benefits that would be required to be paid under the Company’s compensation programs upon various scenarios for termination of employment or a change in control of the Company as of December 27, 2020,31, 2022, the last day of our 20202022 fiscal year. For Mr. Thompson, the following table and footnotes quantify the payments and benefits to which he became entitled as a result of his retirement effective September 8, 2020. Messrs. Caputo and Benten werewas eligible to retire as of December 27, 2020,31, 2022, and accordingly, the payments and benefits to themhim in the case of a termination or resignation would be the same as in the case of retirement. P. 6670 - THE NEW YORK TIMES COMPANY
Payment Upon Termination or Change in Control Table1 | | | | | | | | | | | | | | | | | | | Name | Termination
($) | Resignation
($) | Death, Disability
or Retirement
($) | Change in Control1 ($) | Termination Upon Change in Control1 ($) | | A.G. Sulzberger | | | | | | | Salary | — | | — | | — | | — | | — | | Annual and long-term performance awards2 | — | | — | | 4,025,980 | | 1,657,600 | | 1,657,600 | | Restricted stock units3 | — | | — | | 282,532 | | — | | 282,532 | | Present value of Pension Plan and SERP benefits4 | 11,508 | | 11,508 | | 11,508 | | — | | 11,508 | | Nonqualified deferred compensation5 | 228,243 | | 228,243 | | 305,567 | | — | | 228,243 | | Meredith Kopit Levien6 | | | | | | | Salary | 1,156,250 | | 1,156,250 | | — | | — | | — | | Annual and long-term performance awards2 | 1,151,199 | | 1,151,199 | | 7,701,214 | | 3,200,000 | | 3,200,000 | | Restricted stock units3 | — | | — | | 636,313 | | — | | 636,313 | | Present value of Pension Plan and SERP benefits4 | N/A | N/A | N/A | N/A | N/A | Nonqualified deferred compensation5 | 570,038 | | 570,038 | | 694,019 | | — | | 570,038 | | | Roland Caputo | | | | | | | Salary | — | | — | | — | | — | | — | | Annual and long-term performance awards2 | 3,017,865 | | 3,017,865 | | 3,017,865 | | 933,333 | | 933,333 | | Restricted stock units3 | — | | — | | 556,786 | | — | | 556,786 | | Present value of Pension Plan and SERP benefits4 | 2,264,215 | | 2,264,215 | | 2,264,215 | | — | | 2,264,215 | | Nonqualified deferred compensation5 | 820,273 | | 820,273 | | 820,273 | | — | | 820,273 | | | Diane Brayton | | | | | | | Salary | — | | — | | — | | — | | — | | Annual and long-term performance awards2 | — | | — | | 1,739,037 | | 550,000 | | 550,000 | | Restricted stock units3 | — | | — | | 115,330 | | — | | 115,330 | | Present value of Pension Plan and SERP benefits4 | 101,346 | | 101,346 | | 101,346 | | — | | 101,346 | | Nonqualified deferred compensation5 | 261,824 | | 261,824 | | 320,913 | | — | | 261,824 | | | Jacqueline Welch | | | | | | | Salary | — | | — | | — | | — | | — | | Annual and long-term performance awards2 | — | | — | | 690,636 | | 419,333 | | 419,333 | | Restricted stock units3 | — | | — | | 69,205 | | — | | 69,205 | | Present value of Pension Plan and SERP benefits4 | N/A | N/A | N/A | N/A | N/A | Nonqualified deferred compensation5 | — | | — | | 37,844 | | — | | — | |
| | | | | | | | | | | | | | | | | | | Name | Termination
($) | Resignation
($) | Death, Disability
or Retirement
($) | Change in Control2 ($) | Termination Upon Change in Control2 ($) | | A.G. Sulzberger | | | | | | | Salary | — | | — | | — | | — | | — | | Annual and long-term performance awards3 | — | | — | | 2,616,696 | | 900,000 | | 900,000 | | Restricted stock units4 | — | | — | | — | | — | | — | | Present value of Pension Plan and SERP benefits6 | 25,916 | | 25,916 | | 25,916 | | — | | 25,916 | | Nonqualified deferred compensation5 | 94,602 | | 94,602 | | 157,536 | | — | | 94,602 | | Meredith Kopit Levien6 | | | | | | | Salary | 1,125,000 | | 1,125,000 | | — | | — | | — | | Annual and long-term performance awards3 | 1,042,588 | | 1,042,588 | | 4,771,932 | | 1,533,333 | | 1,533,333 | | Restricted stock units4 | — | | — | | 1,165,388 | | — | | 1,165,388 | | | Present value of Pension Plan and SERP benefits | N/A | N/A | N/A | N/A | N/A | Nonqualified deferred compensation5 | 353,200 | | 353,200 | | 448,370 | | — | | 353,200 | | | Roland Caputo | | | | | | | Salary | — | | — | | — | | — | | — | | Annual and long-term performance awards3 | 2,782,314 | | 2,782,314 | | 2,782,314 | | 833,333 | | 2,782,314 | | Restricted stock units4 | — | | — | | — | | — | | — | | Present value of Pension Plan and SERP benefits7 | 3,285,818 | | 3,285,818 | | 3,285,818 | | — | | 3,285,818 | | Nonqualified deferred compensation5 | 649,610 | | 649,610 | | 649,610 | | — | | 649,610 | | | Diane Brayton | | | | | | | Salary | — | | — | | — | | — | | — | | Annual and long-term performance awards3 | — | | — | | 1,869,143 | | 485,000 | | 485,000 | | Restricted stock units4 | — | | — | | — | | — | | — | | Present value of Pension Plan and SERP benefits7 | 182,447 | | 182,447 | | 182,447 | | — | | 182,447 | | Nonqualified deferred compensation5 | 151,986 | | 151,986 | | 199,685 | | — | | 151,986 | | | R. Anthony Benten | | | | | | | Salary | — | | — | | — | | — | | — | | Annual and long-term performance awards3 | 885,976 | | 885,976 | | 885,976 | | 200,000 | | 885,976 | | Restricted stock units4 | — | | — | | — | | — | | — | | Present value of Pension Plan and SERP benefits7 | 3,634,823 | | 3,634,823 | | 3,634,823 | | — | | 3,634,823 | | Nonqualified deferred compensation5 | 576,580 | | 576,580 | | 576,580 | | — | | 576,580 | | | Mark Thompson | | | | | | | Salary | | | — | | | | Annual and long-term performance awards3 | | | 9,565,314 | | | | Restricted stock units4 | | | — | | | | Present value of Pension Plan and SERP benefits7 | | | N/A | | | Nonqualified deferred compensation5 | | | 926,735 | | | |
THE NEW YORK TIMES COMPANY - P. 67
1.Mr. Thompson retired effective September 8, 2020, and the information contained in the table above for him reflects the actual payments and benefits to which he became entitled as a result of his retirement. 2.Amounts included under “Change in Control” include the incremental compensation that the named executive officers would receive as a result of a change in control and do not include compensation under existing programs they would receive as a result of their continued employment following a change in control. Amounts included under “Termination Upon a Change in Control” include the aggregate amount the named executive officer would receive as a result of the change in control and a termination in connection therewith.
Under the terms and conditions of the outstanding long-term performance awards,2020 Incentive Plan, upon the occurrence of a change in control, the performance period wouldany performance-based awards will be deemed earned at the greater of target level and the actual performance level as of the date of the change in THE NEW YORK TIMES COMPANY - P. 71
control with respect to have endedall open performance periods, and payouts wouldwill continue to be made in accordance with performance over the shortened performance period. In addition,subject to time-based vesting of restricted stock units (which is time-based) would be accelerated to the extent that the awards are not assumed, substituted or replaced by the Company’s successor, if any, and if such restricted stock units were so assumed, substituted or replaced, their vesting would accelerate only upon a subsequent involuntary termination of employment, other than on account of death, disability, retirement, or willful and gross misconduct or willful failure to perform services, within 12 months following the change in control. Under the Restoration Plan and the SESP, participants vest in their accounts upon a change in control. A change in control will generally be deemed to occur: •if a person or group (other than defined permitted holders) obtains the right or ability to elect or designate for election at least a majority of the Board; or •upon the consummation of any share exchange, consolidation or merger of the Company pursuant to which the Company’s common stock will be converted into cash, securities or other property or any sale, lease or other transfer of the consolidated assets of the Company and its subsidiaries substantially as an entirety; provided, however, that any such share exchange, consolidation or merger will not be a change in control if holders of the Company’s common stock immediately prior to such transaction collectively own, directly or indirectly, more than 50% of all classes of common equity of the continuing or surviving corporation or transferee or the parent thereof immediately after such transaction in substantially the same proportion as such ownership immediately prior to such share exchange, consolidation or merger. 3.2.The amounts shown under each column other than “Change in Control,”Control” represent, in the case of annual and long-term awards paid in February 2021,2023, the actual amounts paid, and in the case of long-term performance awards payable in future years, a prorated portion of the target amounts (two-thirds of target for the 2019-20212021-2023 cycle and one-third of target for the 2020-20222022-2024 cycle). Actual payouts of such ongoing long-term performance awards would be made at the end of the relevant performance period and would depend on the Company’s achievement of the applicable targets.
Under the 2010 Incentive Plan, upon the occurrence of a change in control, the performance period for existing long-term performance awards would be deemed to have ended and payouts would be made in accordance with performance over the shortened performance period. The amounts shown under the “Change in Control” column represent a prorated portion of the target amounts of long-term performance awards payable in future years (two-thirds of target for the 2019-2021 cycle and one-third of target for the 2020-2022 cycle).
4.3.The amounts shown for “Restricted stock units” represent the value of restricted stock units that would become deliverable in shares, based on the Company’s closing stock price on December 24, 202030, 2022 ($51.35)32.46), the last trading day of our 20202022 fiscal year. In the case of a termination of employment due to death or disability, all unvested restricted stock units heldwould immediately vest. In all other circumstances (including retirement), restricted stock units would be forfeited upon termination. Upon the occurrence of a change in control, restricted stock units would vest if not assumed by any successor entity, and if so assumed, would vest upon a termination under certain circumstances within 12 months.
4.The amounts shown above represent the actuarial present value of the aggregate anticipated annual payments under (a) the Pension Plan, (b) the SERP I in the case of Mr. Caputo and (c) the SERP II in the case of Ms. Brayton, assuming retirement at December 31, 2022. The present values in each case are based on the following anticipated annual payments pursuant to the terms of the Pension Plan and SERPs: | | | | | | | A.G. Sulzberger | $ | 2,239 | | | Roland Caputo | $ | 178,074 | | | Diane Brayton | $ | 14,765 | |
Although the total present value of retirement benefits is shown in the Payment Upon Termination or Change in Control Table, lump-sum payments are generally not permitted, except in very limited circumstances. Ms. Brayton and Mr. Sulzberger are not yet eligible for retirement, and Ms. Kopit Levien would immediately vest.and Ms. Welch do not participate in the Company-sponsored Pension Plan, which was frozen effective December 31, 2009. Mr. Thompson holds stock options granted in fiscal years prior to 2013, all of which have vested and thus, for purposes of the table, were unaffected by his retirement.
P. 68 - THE NEW YORK TIMES COMPANY
5.The amounts shown represent the sum of the named executive officer’s vested Restoration Plan and SESP account balances. In the case of the Restoration Plan, the account balancesbalance of Messrs.Mr. Caputo and Benten reflectreflects a credit for 20202022 through December 27, 2020,31, 2022, to be made in 2021.2023. Because Mr. Sulzberger and Mss. Kopit Levien, Brayton and BraytonWelch are not yet eligible to retire, they would not be entitled to this Restoration Plan credit in the event of a termination on December 27, 2020,31, 2022, other than in the case of death. SESP participants vest in their benefit upon attaining age 55 and completing 10 years of service or upon a change in control. Mr. Sulzberger, Ms. Kopit Levien and Ms. Brayton do not participateCaputo participates in the SESP, which was frozen effective December 31, 2013. 6.Amounts included under “Termination” and “Resignation” for Ms. Kopit Levien reflect payments to which Ms. Kopit Levien would be entitled under her Employment Agreement in the event her employment is terminated by the Company without cause or she resigns for good reason, in each case, as defined in the Employment P. 72 - THE NEW YORK TIMES COMPANY
Agreement, or if the term of her employment expires following a notice on non-extension from the Company. In these circumstances, Ms. Kopit Levien would be entitled to receive an amount equal to 1.25 times the sum of her base salary and target annual incentive award. See “—Compensation of Meredith Kopit Levien, New President and Chief Executive Officer” for more information on Ms. Kopit Levien’s compensation arrangements. 7.The amounts shown below represent the actuarial present value of the aggregate anticipated annual payments under (a) the Pension Plan, (b) the SERP I in the case of Messrs. Caputo and Benten and (c) the SERP II in the case of Ms. Brayton, assuming retirement at December 27, 2020, in each case based on the following anticipated annual payments pursuant to the terms of the Pension Plan:
| | | | | | A.G. Sulzberger | $ | 2,239 | | Roland Caputo | $ | 183,091 | | Diane Brayton | $ | 14,765 | | R. Anthony Benten | $ | 210,432 | |
Although the total present value of retirement benefits is shown in the Payment Upon Termination or Change in Control Table, lump-sum payments are generally not permitted, except in very limited circumstances. Ms. Brayton participates in the Pension Plan but is not yet eligible for retirement, and Ms. Kopit Levien and Mr. Thompson do not participate in the Pension Plan or the SERPs, which were frozen effective December 31, 2009.
THE NEW YORK TIMES COMPANY - P. 69
CEO Pay Ratio Pursuant toSEC rules adopted by the SEC,require that we are providing the information below regardingdisclose the ratio of the annual total compensation offor our President and Chief Executive Officer to that of our median compensated employee (the “CEO Pay Ratio”).
| | | | | | 2020 Total Annual Compensation | | CEO | $4,512,075 | Median Employee | $159,509 | Ratio | 29:1 |
The annual total compensation for 2022 for Ms. Kopit Levien became our President and Chief Executive Officer on September 8, 2020, having previously served as Executive Vice Presidentthe Company’s median employee, calculated in accordance with SEC disclosure rules (and using the methodology described below), was $7,560,282 and Chief Operating Officer. For purposes$169,901, respectively, resulting in a CEO Pay Ratio of calculating45:1. Methodology Our CEO Pay Ratio is a reasonable estimate calculated in a manner consistent with SEC rules. Our methodology and process is explained below: •Determined employee population. To calculate the CEO Pay Ratio, we have annualized certain components of Ms. Kopit Levien’s compensation in connection with her appointment, including her increased base salary and annual incentive compensation, and have otherwise included the amounts reported in the Summary Compensation Table for stock awards, change in pension value and all other compensation, as they are reflective of her annual compensation. This resulted in deemed total 2020 compensation for purposes of this calculation of $4,512,075, compared with her actual total compensation for 2020, as reported in the Summary Compensation Table, of $4,372,190.
Methodology Used to Identify Median Employee and Calculate Annual Compensation
For purposes of calculating the 2020 CEO Pay Ratio, and as permitted under the SEC rules, the Company used the same median employee that was identified in 2018, as there have been no changes to the employee population or employee compensation arrangements in 2020 that the Company believes would result in a significant change to the Company’s CEO Pay Ratio.
In 2018, wefirst identified our median compensated employee usingfor 2022. We began with our global employee population as of October 1, 2018. We determined that, as of October 1, 2018, our employee population consisted of approximately 4,500 employees working across the globe,2022 (approximately 6,200 employees), which included all full-time, part-time, casual and temporary workers, but excluding Mr. Thompson (who was then CEO).did not include Ms. Kopit Levien. Applying the de minimis exemption under the SEC rules, we excluded 139226 employees from 2527 countries identified below, which together comprised less than 5% of our total employee population.
| | | | | | | | | | | | | | | | | | | Country | Employees | Country | Employees | Country | Employees | | Belgium | 1 | India | 4 | Japan | 6 | | Brazil | 1 | Kenya | 4 | Canada | 7 | | South Korea | 1 | Russia | 4 | Singapore | 9 | | Lebanon | 1 | United Arab Emirates | 4 | Afghanistan | 10 | | Netherlands | 1 | Egypt | 5 | Mexico | 10 | | Philippines | 1 | Germany | 5 | Iraq | 18 | | South Africa | 1 | Italy | 5 | China | 23 | | Senegal | 3 | Australia | 6 | | | | Switzerland | 3 | Israel | 6 | | |
| | | | | | | | | | | | | | | | | | | Country | Employees | Country | Employees | Country | Employees | | Afghanistan | 4 | Iraq | 10 | Philippines | 1 | | Australia | 10 | Israel | 6 | Poland | 1 | | Belgium | 3 | Italy | 9 | Russian Federation | 4 | | Brazil | 4 | Japan | 7 | Senegal | 6 | | Canada | 62 | Kenya | 6 | Singapore | 7 | | China | 19 | Korea, Republic of | 26 | South Africa | 2 | | Egypt | 6 | Lebanon | 2 | Taiwan | 1 | | Germany | 10 | Mexico | 7 | Thailand | 2 | | India | 9 | Netherlands | 1 | Turkey | 1 |
•Identified the median employee.We then used total 20182022 taxable wages for all non-excluded employees to identify the median compensated employee. We did not make any other assumptions, adjustments or estimates with respect to compensation. For this purpose, we did not annualize the wages of any individuals who were employed less than the full calendar year. •Calculated CEO Pay Ratio. We calculated our median employee’s total 20202022 annual compensation using the same methodology we use to calculate total compensation for the President and Chief Executive Officer as it appears in the Summary Compensation Table.
THE NEW YORK TIMES COMPANY - P. 73
Pay Versus Performance Disclosure In accordance with recently adopted SEC disclosure rules, the following disclosure provides information on the relationship between “compensation actually paid” (as defined below) to our CEO and other named executive officers (“non-CEO NEOs”), and certain financial performance measures over the last three years. | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | Year | Summary Compensation Table Total for CEO1 | Compensation Actually Paid to CEO2 | Average Summary Compensation Table Total for non-CEO NEOs 3 | Average Compensation Actually Paid to non-CEO NEOs2 | Value of Initial Fixed $100 Investment Based On4: | Net
Income | Adjusted Operating Profit5 | Meredith
Kopit Levien | Mark
Thompson | Meredith
Kopit Levien | Mark
Thompson | Company
TSR | Peer
Group TSR | | (a) | (b) | (c) | (d) | (e) | (f) | (g) | (h) | (i) | | 2022 | $7,560,282 | n/a | $2,839,474 | n/a | $2,677,238 | $1,311,503 | $103 | $93 | $173,905 | $347,931 | | 2021 | $5,755,526 | n/a | $6,223,605 | n/a | $2,567,249 | $2,749,102 | $150 | $166 | $219,971 | $335,399 | | 2020 | $4,372,190 | $5,062,485 | $8,240,727 | $7,302,745 | $2,039,043 | $3,350,817 | $161 | $127 | $100,103 | $250,617 |
1.Effective September 8, 2020, Ms. Kopit Levien, who previously served as Chief Operating Officer, succeeded Mark Thompson as Chief Executive Officer. Amounts included for Ms. Kopit Levien for 2020 reflect her compensation for the full year; amounts for Mr. Thompson for 2020 reflect his service as Chief Executive Officer until September 8, 2020. 2.Amounts included in columns (c) and (e) are referred to as “compensation actually paid” or “CAP” and have been calculated in accordance with SEC proxy disclosure rules. These amounts do not represent the actual amount of compensation earned by or paid to the executives during the applicable year. In particular, with respect to equity-based compensation, “compensation actually paid” does not represent amounts actually paid to the executive or necessarily the value that will ultimately be realized under equity awards. Rather, it primarily reflects the change in fair market value of equity awards during the applicable year. The determination of ”compensation actually paid” begins with the total compensation reported in the Summary Compensation Table (the “SCT”). In determining compensation actually paid, SEC proxy disclosure rules require that certain adjustments be made to the SCT totals with respect to equity-based and other compensation. For equity-based awards made during the year, the recorded grant date value is replaced with the estimated year-end value. For equity-based awards made in prior years, but paid out during the year, the value at payout is included. And for equity-based awards made in prior years that remain unvested at year-end, the estimated change in value from the beginning to the end of the year is included. For performance-based equity awards, the estimate of year-end value is based upon the “probable outcome” of the performance conditions as of the last day of the fiscal year. Given the methodology under which “compensation actually paid” is required to be calculated, these amounts are subject to significant fluctuation based on stock price volatility and varying levels of projected and actual achievement under performance-based equity awards. For a discussion of how the Compensation Committee assessed Company performance and the compensation of our named executive officers, see “—Compensation Discussion and Analysis.”
P. 7074 - THE NEW YORK TIMES COMPANY
The following table reconciles “compensation actually paid” to total compensation reported in the Summary Compensation Table for each of Ms. Kopit Levien and Mr. Thompson over the last three years: | | | | | | | | | | | | | | | | | | | Meredith Kopit Levien | Mark Thompson | | 2022 | 2021 | 2020 | 2020 | | Total compensation as reported in SCT | $ | 7,560,282 | | $ | 5,755,526 | | $ | 4,372,190 | | $ | 5,062,485 | | Adjustmentsa | | | | | | Deduct: Grant date fair value of equity awards in fiscal year as reported in SCT | $ | (4,058,961) | | $ | (2,664,222) | | $ | (2,232,818) | | $ | (2,693,146) | | Add: Fair value of equity awards granted in current fiscal year at end of year | $ | 2,916,184 | | $ | 2,870,597 | | $ | 3,132,763 | | $ | 293,138 | | Add: Change in fair value from end of prior fiscal year to vesting date for equity awards made in prior fiscal years that vested during current fiscal year | $ | (1,565,632) | | $ | (261,307) | | $ | 493,045 | | $ | 1,265,922 | | Add: Change in fair value from end of prior fiscal year to end of current fiscal year for equity awards made in prior fiscal years that were unvested at end of current fiscal year | $ | (2,012,400) | | $ | 523,011 | | $ | 2,475,547 | | $ | 3,374,345 | | Add: Dividends or other earnings paid on equity awards in the covered fiscal year prior to the vesting date that are not otherwise included in the total compensation for the covered fiscal year | $ | — | | $ | — | | $ | — | | $ | — | | Deduct: Fair value of equity awards forfeited in current fiscal year determined at end of prior fiscal year | $ | — | | $ | — | | $ | — | | $ | — | | | Compensation Actually Paid | $ | 2,839,474 | | $ | 6,223,605 | | $ | 8,240,727 | | $ | 7,302,745 | |
a.Mr. Thompson did not, and Ms. Kopit Levien does not, participate in any defined benefit or pension plan and therefore no reconciliation is included in the table with respect to any such amounts. The following table reconciles “compensation actually paid” to total compensation reported in the Summary Compensation Table for the non-CEO NEOs (averaged) over the last three years: | | | | | | | | | | | | | | | | Non-CEO NEOs (Average) | | 2022 | 2021 | 2020 | | Total compensation as reported in SCT | $ | 2,677,238 | | $ | 2,567,249 | | $ | 2,039,043 | | | Adjustments | | | | | Deduct: Grant date fair value of equity awards in fiscal year as reported in SCT | $ | (1,134,879) | | $ | (768,582) | | $ | (570,236) | | Add: Fair value of equity awards granted in current fiscal year at end of year | $ | 823,851 | | $ | 839,197 | | $ | 1,026,022 | | Add: Change in fair value from end of prior fiscal year to vesting date for equity awards made in prior fiscal years that vested during current fiscal year | $ | (469,556) | | $ | (72,599) | | $ | 106,411 | | Add: Change in fair value from end of prior fiscal year to end of current fiscal year for equity awards made in prior fiscal years that were unvested at end of current fiscal year | $ | (585,150) | | $ | 183,836 | | $ | 961,518 | | Add: Dividends or other earnings paid on equity awards in the covered fiscal year prior to the vesting date that are not otherwise included in the total compensation for the covered fiscal year | $ | — | | $ | — | | $ | — | | Deduct: Fair value of equity awards forfeited in current fiscal year determined at end of prior fiscal year | $ | — | | $ | — | | $ | — | | Deduct: Aggregate change in actuarial present value of all defined benefit and actuarial pension plans as reported in SCT | $ | — | | $ | — | | $ | (211,942) | | Add: Aggregate service cost for pension plans | $ | — | | $ | — | | $ | — | | | Compensation Actually Paid | $ | 1,311,503 | | $ | 2,749,102 | | $ | 3,350,817 | |
3.Non-CEO NEOs whose average compensation is reflected in columns (d) and (e) consist of A.G. Sulzberger, Roland Caputo and Diane Brayton for each of the years presented; Jacqueline Welch for 2021 and 2022; and R. Anthony Benten, Senior Vice President, Treasurer and Chief Accounting Officer, for 2020. THE NEW YORK TIMES COMPANY - P. 75
4.Total Stockholder Return, or “TSR,” and Peer Group TSR reflect our TSR compared with that of the companies in the Standard and Poor’s 1500 Media and Entertainment Index (the “Peer Group Index”). The dollar amounts in columns (f) and (g) represent the value at the end of the applicable year of an assumed $100 investment in, respectively, the Company’s Class A stock and the Peer Group Index on the last trading day of 2019, assuming reinvestment of dividends. 5.SEC proxy disclosure rules require the CAP table to include a “company-selected measure.” We have included adjusted operating profit, defined as (i) revenues less (ii) total operating costs (excluding severance, depreciation and amortization and multiemployer pension plan withdrawal costs). As discussed in the “Compensation Discussion and Analysis,” adjusted operating profit is a key measure used in determining payouts under our annual and long-term incentive compensation plans, and was determined to be the most important financial performance metric used to link performance to CAP for 2022. For purposes of this pay versus performance disclosure, adjusted operating profit is as reported in our Annual Report on Form 10-K for the applicable fiscal year. See Appendix A for a calculation of adjusted operating profit.
Graphical Comparison of Certain Measures The following graphs provide a comparison of the Company’s three-year cumulative TSR with that of the Peer Group Index, as well as comparisons of “compensation actually paid” with Company TSR, net income and adjusted operating profit (the Company-selected measure).
P. 76 - THE NEW YORK TIMES COMPANY
Tabular Disclosure of Most Important Compensation-Related Measures The following four financial metrics represent the most important metrics used to determine compensation actually paid for 2022. See “Compensation Disclosure and Analysis” for more information.
| | | | | | | Metric | Overview | | Adjusted Operating Profit | Company-selected measure included in the above table. Actual adjusted operating profit compared with the budgeted target amount is a key measure used in determining payouts under our annual and long-term incentive compensation plans. | | Digital Subscription and Advertising Revenue | Key metric in determining payouts under our annual incentive plan in 2022. | | Digital Subscription Revenue | Key metric in determining payouts under our 2022-2024 long-term performance award program. | | TSR relative to S&P 500 Index | Key metric in determining payouts under our long-term performance award program. This metric, which compares Company TSR to that of the S&P 500 Index, differs from the Peer Group TSR identified in the above table. The Compensation Committee determined to base long-term incentive compensation in part on relative S&P 500 TSR for the reasons discussed in the “Compensation Discussion and Analysis.” |
Equity Compensation Plan Information The following table presents information regarding our existing equity compensation plans as of December 31, 2022: | | | | | | | | | | | | | | | | | | | | | | | | | | Number of securities to be issued upon exercise of outstanding options, warrants and rights1 | | Weighted average exercise price of outstanding options, warrants and rights2 | | Number of securities remaining available for future issuance under equity compensation plans (excluding securities reflected in column (a))3 | | | Plan category | | (a) | | (b) | | (c) | | | Equity compensation plans approved by security holders | | | | | | | | | Stock-based awards | | 3,068,135 | | $— | | 13,170,603 | | | | | | | | | | | Total | | 3,068,135 | | | | 13,170,603 | | | Equity compensation plans not approved by security holders | | None | | None | | None | |
1.Includes (i) 1,816,940 shares of Class A stock issuable upon the vesting of outstanding stock-settled restricted stock units granted under the 2020 Incentive Plan; (ii) 186,127 shares of Class A stock related to vested stock-settled restricted stock units granted under the 2010 Incentive Plan and 2020 Incentive Plan issuable to non-employee directors upon cessation of service from the Board; and (iii) 1,065,068 shares of Class A stock that would be issuable at maximum performance pursuant to outstanding stock-settled performance awards under the 2010 Incentive Plan and 2020 Incentive Plan. Under the terms of the performance awards, shares of Class A stock are to be issued at the end of three-year performance cycles based on the Company’s achievement against specified performance targets. The shares included in the table represent the maximum number of shares that would be issued under the outstanding performance awards; assuming target performance, the number of shares that would be issued under the outstanding performance awards is 532,534. 2.There were no outstanding stock options as of December 31, 2022. 3.As of December 31, 2022, the 2020 Incentive Plan had 13,170,603 shares of Class A stock remaining available for issuance upon the grant, exercise or other settlement of stock-based awards. This amount includes shares subject to awards under the 2010 Incentive Plan that were canceled, forfeited or otherwise terminated, or withheld to satisfy the tax withholding requirements in accordance with the terms of the 2020 Incentive Plan. Stock options granted under the 2020 Incentive Plan must provide for an exercise price of 100% of the fair market value (as defined in the 2020 Incentive Plan) on the date of grant.
THE NEW YORK TIMES COMPANY - P. 77
PROPOSAL NUMBER 2—3—APPROVAL OF THE NEW YORK TIMES COMPANY 2023 EMPLOYEE STOCK PURCHASE PLAN Our Board of Directors (the “Board”) is asking stockholders to approve The New York Times Company 2023 Employee Stock Purchase Plan (the “ESPP”). On February 16, 2023, on the recommendation of the Compensation Committee, our Board approved the ESPP, subject to the approval of the Class A and Class B stockholders, voting together as a single class, and, accordingly, our Board directed that the ESPP be submitted to the Company’s stockholders for approval at the Annual Meeting. Our Board expects that the ESPP will be an important component of the overall compensation package we offer to our employees. The ESPP provides eligible employees with an opportunity to purchase shares of our Class A stock at a discount from market value and to benefit from stock price appreciation, thus enhancing the alignment of employee and stockholder interests. The ESPP is broad-based and allows us to provide an incentive to attract, retain and reward eligible employees of the Company and any participating subsidiary companies (whether now existing or subsequently established) with the opportunity to periodically purchase shares of the Company’s Class A stock at a discount through their accumulated periodic payroll deductions. The Board believes that employees’ economic interest, as stockholders, in our performance and success will greatly contribute to our long-term growth and profitability. The ESPP is intended to qualify as an employee stock purchase plan under Section 423 (“Section 423”) of the Internal Revenue Code of 1986, as amended (the “Code”). Favorable tax treatment is available for United States tax residents participating in a Section 423 plan. The ESPP also authorizes the grant of rights to purchase shares of Class A stock that do not qualify under Section 423 pursuant to rules, procedures or sub-plans adopted by the plan administrator to achieve tax, securities law or other compliance objectives in particular locations outside of the United States. Description of the ESPP The following is a summary of the principal features of the ESPP, but such summary does not purport to be a complete description of all the provisions of the ESPP and is qualified in its entirety by reference to the provisions of the ESPP attached hereto as Appendix B. Stock Subject to the Plan:The ESPP provides employees with the right to purchase shares of Class A stock through payroll deduction. A total of 8,000,000 shares of Class A stock have been reserved for issuance under the ESPP (the “Shares”), subject to adjustment as described in the ESPP. The Shares issuable under the ESPP may be made available from authorized but unissued Shares or from Shares repurchased by us, including Shares repurchased on the open market. In the event that any change is made to outstanding Class A stock (whether by reason of a stock dividend, spinoff, recapitalization, stock split, or combination or exchange of shares; a merger, reorganization or consolidation; a reclassification or change in par value or any other extraordinary or unusual event affecting the Company’s outstanding capital stock without the Company’s receipt of consideration), the Compensation Committee of the Board (the “Committee”) will make appropriate adjustments to (i) the maximum number and class of Shares issuable under the ESPP, (ii) the maximum number and class of Shares purchasable per participant on any purchase date, and (iii) the number and class of Shares and the price per Share in effect under each outstanding purchase right to prevent the dilution or enlargement of benefits thereunder. Administration:Subject to the terms of the ESPP, the Committee, in its role as plan administrator, has the authority to interpret and construe any provision of the ESPP, establish rules and regulations relating to administering the ESPP, and make all other determinations necessary or advisable for the administration of the ESPP. The Committee may delegate its authority to one or more subcommittees or to one or more individuals, in each case, as the Committee determines appropriate and as consistent with applicable law. Participating Employers: On the date that the ESPP is approved by our stockholders, the Company will be a “participating employer” in the ESPP and, prior to the first purchase period, the plan administrator will designate which of the Company’s subsidiaries (whether now existing or subsequently established or acquired) will be participating employers in the ESPP. Eligibility: Generally,all employees of each participating employer may become eligible to participate in the ESPP, with the exception of: (a) employees who have not completed thirty (30) days of service; (b) employees who are not engaged on a regularly scheduled basis of more than twenty (20) hours per week; (c) employees whose customary employment is for less than five (5) months per calendar year; and (d) employees possessing 5% or more of the total P. 78 - THE NEW YORK TIMES COMPANY
combined voting power or value of all classes of stock of the Company or any of its affiliates (within the meaning of Section 423). The plan administrator may waive or lessen (a), (b) or (c) of the requirements above before the start of a purchase period, as long as such waiver or lessening of requirements is applied in an identical manner to all employees of participating employers. The requirements listed above will not apply to any employees for whom application of such requirement would violate applicable law. In addition to the exclusions above, the plan administrator may also exclude employees who are treated as “highly compensated employees” as defined within the meaning of section 414(q) of the Code or certain subsets of such employees consistent with the applicable tax rules. Individuals employed outside the United States, to the extent they are employed by a participating employer, may be subject to similar eligibility restrictions, unless prohibited by the laws of the jurisdiction in which they are employed. As of February 28, 2023, approximately 5,000 employees, including 5 executive officers, would be eligible to participate in the ESPP based on the Company’s expectations with respect to eligibility for the initial purchase period. Purchase Periods and Purchase Rights:Shares will be available under the ESPP through a series of purchase periods. The duration of each purchase period will be set by the plan administrator prior to the start date, but no purchase period may have a duration in excess of twenty-seven (27) months. Currently, the purchase periods are expected to be of six-month durations. At the time the participant joins a purchase period, the participant will be granted a purchase right to acquire Shares on the last day of the purchase period. All payroll deductions collected from the participant for each purchase period will be automatically applied to the purchase of Shares at the end of that purchase period, subject to certain limitations. Purchase Price; Valuation: The purchase price per Share, at which Shares will be purchased during each purchase period under the ESPP, will be determined by the plan administrator. Currently, the purchase price is expected to be 85% of the lower of (a) the fair market value of a Share on the first trading day of the purchase period or (b) the fair market value of a Share on the applicable purchase date. The fair market value of a Share on a given date is the closing price per Share as reported by the New York Stock Exchange. The plan administrator may, prior to the start of any purchase period, establish a higher purchase price per Share for that purchase period. As of February 28, 2023, the fair market value of a Share (the closing price on the New York Stock Exchange) was $38.50. Payroll Deductions:To participate in the ESPP, an eligible employee must complete the enrollment procedure as prescribed by the plan administrator. Each participant may authorize us to make payroll deductions of up to 10% from the participant’s salary or base wages on each regular payday for as long as the participant participates in the ESPP (unless the plan administrator establishes a different maximum percentage prior to the initiation of the applicable purchase period or a lesser maximum amount is required under applicable law). For a specific purchase period, the plan administrator may allow participants to elect deductions based on a flat amount, designated in U.S. dollars or other currency specified by the plan administrator. A participant generally may reduce such participant’s contribution percentage or discontinue participation in the ESPP at any time during the purchase period, but only one such change may be made to contributions during a purchase period. If a participant’s employment terminates for any reason, all amounts credited to the participant for the applicable period will be returned to the participant (unless such termination of the purchase right is prohibited by applicable law). All funds held or received by the Company under the ESPP may be used for any corporate purpose until applied to the purchase of Shares or refunded to participants and shall not be segregated from our general assets. A participant may withdraw from the ESPP no later than fifteen (15) days prior to the close of a purchase period (or such other period designated by the plan administrator or as required by applicable law) and reduce the participant’s contributions to $0 for the applicable purchase period. Special Limitations: The ESPP imposes certain limitations upon a participant’s right to acquire Shares, including the following: a.Purchase rights may not be granted to any individual who owns stock (including stock purchasable under any outstanding purchase rights) possessing 5% or more of the total combined voting power or value of all classes of stock of the Company or any of its affiliates (within the meaning of Section 423). THE NEW YORK TIMES COMPANY - P. 79
b.A participant may not be granted rights to purchase more than $25,000 worth of Shares (valued at the time each purchase right is granted) for each calendar year in which such purchase rights are outstanding, consistent with the requirements of Section 423. c.No participant may purchase more than 1,500 Shares on any one purchase date, unless a different limit is determined by the plan administrator for a particular purchase period. The plan administrator may elect to specify a maximum number of Shares that may be purchased during a purchase period by all participants. d.Under the ESPP, the Company is not required to issue or deliver Shares, or certificates or book entries for Shares, until the satisfaction of applicable legal and listing requirements. Stockholder Rights: No participant will have any stockholder rights with respect to the Shares covered by his or her purchase rights until the Shares are actually purchased on the participant’s behalf and the participant has become a holder of record of the purchased Shares. No adjustment will be made for dividends, distributions or other rights for which the record date is prior to the date of such purchase. Assignability:No purchase rights will be assignable or transferable by the participant, and the purchase rights will be exercisable only by the participant. Change of Control:In the event of a change of control, the plan administrator may take such action as deemed appropriate, including: a.provide that each outstanding purchase right shall remain outstanding; b.provide that each outstanding purchase right will terminate as of a date prior to the effective date of the change of control without being exercised, and that all payroll deductions of each participant accumulated during such purchase period shall be refunded, consistent with the requirements of Section 423; c.accelerate the next purchase date to a date immediately before the closing date of the change of control, and applying the accumulated payroll deductions to the purchase of Shares at the purchase price in effect for that purchase period; d.provide that no new purchase period shall be initiated following the announcement of such change of control; or e.provide that each outstanding purchase right will be assumed or that an equivalent right will be substituted by the successor corporation (or parent or subsidiary thereof). Share Pro-Ration: Should the total number of Shares to be purchased pursuant to outstanding purchase rights on any particular date exceed the number of Shares then available for issuance under the ESPP, the plan administrator will make a pro-rata allocation of the available Shares on a uniform and nondiscriminatory basis, and the payroll deductions of each participant, to the extent in excess of the aggregate purchase price payable for the Shares pro-rated to such individual, will be refunded. ESPP Brokerage Account: The Shares purchased by each participant will be deposited into a brokerage account that the Company will establish for the participant at a brokerage firm that the Company will designate. Unless the Shares are sold, the Shares must be held in that brokerage account until the later of the end of the two-year period from the start date of the purchase period in which the Shares were purchased and the end of the one-year period measured from the purchase date. Unless the Shares are sold, the Shares in the brokerage account are not transferable until the holding periods described above have expired. Termination and Amendment of the Plan:Our Board may terminate the ESPP at any time. Currently, the ESPP is set to terminate upon the earliest of (i) the 10th anniversary of the date the ESPP is approved by shareholders, (ii) the date on which all Shares available for issuance under the ESPP have been sold pursuant to purchase rights exercised under the ESPP or (iii) the date on which all purchase rights are exercised in connection with a change of control. No further purchase rights shall be granted or exercised, and no further payroll deductions shall be collected, under the ESPP following its termination. Our Board may alter, amend or suspend the ESPP at any time and for any reason, except that the Board must seek approval of the Company’s stockholders to (i) increase the number of Shares issuable under the ESPP, except for permissible adjustments in the event of certain changes in the Company’s capitalization, or (ii) change the class of corporations that may be designated by the Board as able to participate in the ESPP. U.S. Federal Income Tax Consequences: The ESPP is intended to be an “employee stock purchase plan” within the meaning of Section 423 of the Code. Under a plan which so qualifies, no taxable income will be recognized by a participant subject to U.S. taxation, and no deductions will be allowable to us, upon either the grant or the P. 80 - THE NEW YORK TIMES COMPANY
exercise of the purchase rights. Taxable income will not be recognized until there is a sale or other disposition of the Shares acquired by the participant under the ESPP or in the event the participant should die while still owning the purchased Shares. If the participant sells or otherwise disposes of the purchased Shares within two years after the start date of the purchase period in which such Shares were acquired or within one year after the purchase date on which those Shares were acquired, then the participant will recognize ordinary income in the year of sale or disposition equal to the amount by which the fair market value of the Shares on the purchase date exceeded the purchase price paid for those Shares, and the Company will be entitled to an income tax deduction, for the taxable year in which such disposition occurs, equal in amount to such excess. Any additional gain upon the disposition will be taxed as a long-term or short-term capital gain, as applicable. If the participant sells or disposes of the purchased Shares more than two years after the start date of the purchase period in which the Shares were acquired and more than one year after the purchase date of those Shares, then the participant will recognize ordinary income in the year of sale or disposition equal to the lesser of (i) the amount by which the fair market value of the Shares on the sale or disposition date exceeded the purchase price paid for those Shares or (ii) 15% of the fair market value of the Shares on the start date of the purchase period in which such Shares were acquired; and any additional gain upon the disposition will be taxed as a long-term capital gain. The Company will not be entitled to an income tax deduction with respect to such disposition. Accounting Treatment: Pursuant to the accounting principles that are applicable to employee stock purchase plans, the fair value of each purchase right granted under the ESPP is charged as a direct compensation expense to our reported earnings over the purchase period to which that purchase right pertains. The fair value of each such purchase right will be determined as of its grant date. Dilution: When determining the number of Shares available for issuance under the ESPP, the Board considered, among other factors, its expectation of potential future share purchases under the ESPP and the potential dilution of the ESPP to the Company’s current stockholders as measured by “overhang.” The 8,000,000 Shares available for issuance under the ESPP represent an “overhang” of approximately 4.65% as of February 28, 2023. We calculate “overhang” as the ratio of: (a) Shares available for issuance under the ESPP; divided by (b) the sum of: (i) 163,853,054, which is the number of Shares outstanding as of February 28, 2023; and (ii) the Shares available for issuance under the ESPP. New Plan Benefits under the ESPP: The benefits to be received by our executive officers and employees under the ESPP are not determinable because, under the terms of the ESPP, the amounts of future stock purchases are based upon elections made by eligible employees subject to the terms and limits of the ESPP. Our non-employee directors are not eligible to participate in the ESPP. Recommendation and Vote Required The Board of Directors recommends a vote FOR the following resolution, which will be presented at the Annual Meeting: RESOLVED, that adoption of The New York Times Company 2023 Employee Stock Purchase Plan described in Proposal 3 in the Company’s 2023 Proxy Statement be, and the same hereby is, ratified, confirmed and approved. The affirmative vote of the holders of a majority of the shares of Class A and Class B stock represented at the Annual Meeting, in person or by proxy, and entitled to vote on the proposal, voting together as a single class, is required for approval of this resolution. As a result, abstentions will have the same effect as a vote against the proposal; broker-non votes will not be counted as present and entitled to vote on this proposal and accordingly will have no effect.
THE NEW YORK TIMES COMPANY - P. 81
PROPOSAL NUMBER 4—ADVISORY VOTE TO APPROVE EXECUTIVE COMPENSATION Public companies in the United States are required by Section 14A of the Exchange Act to provide stockholders a non-binding advisory vote to approve the compensation of the company’s named executive officers disclosed in the annual proxy statement (a “say-on-pay” vote). Under our Certificate of Incorporation, an advisory vote to approve compensation is not among the expressly enumerated items as to which the Class A stock has a vote. As a result, for the Company, the say-on-pay vote is reserved for a vote of the Class B stockholders. At the Company’s 20202022 Annual Meeting, the Class B stockholders overwhelmingly supported the say-on-pay proposal. At the 20212023 Annual Meeting, the Company is again providing Class B stockholders a non-binding advisory vote to approve the compensation of the Company’s named executive officers. Say-on-Pay Vote Executive compensation is an important matter for the Company. We structure compensation for our executive officers: •to drive performance through the achievement of short-term and long-term objectives; •to link our executives’ total compensation to the interests of our stockholders and to drive the creation of value for stockholders over the long term; and •to enable us to attract, retain and motivate the highest caliber of executives by offering competitive compensation and rewarding superior performance. We believe our compensation program, as currently structured and as implemented for 2020,2022, is strongly aligned with the long-term interests of our stockholders. We urge you to read “Compensation of Executive Officers,” including the “Compensation Discussion and Analysis,” the compensation tables and the narrative discussion, beginning on page 3741 of this Proxy Statement, for details on our executive compensation. Recommendation and Vote Required The Board of Directors recommends that the Class B stockholders vote FOR the following resolution, which will be presented at the Annual Meeting: RESOLVED, that the compensation paid to the Company’s named executive officers, as disclosed pursuant to Item 402 of Regulation S-K, including the “Compensation Discussion and Analysis,” compensation tables and narrative discussion, is hereby approved. As an advisory vote, the result is non-binding on the Company and the Board of Directors. However, the Board of Directors and the Compensation Committee value the opinions of our stockholders and will consider the outcome of the vote when making future compensation decisions for our named executive officers. The affirmative vote of a majority of the shares of Class B stock represented at the Annual Meeting, in person or by proxy, and entitled to vote on the proposal, is required pursuant to the Company’s By-laws for approval of this advisory proposal. Accordingly, broker non-votes will have no effect on this proposal and abstentions will have the same effect as votes against this proposal. WeSubject to the outcome of the advisory vote on the frequency of future say-on-pay votes (Proposal 5), we expect that the next say-on-pay vote will occur at the Company’s 20222024 Annual Meeting.
P. 82 - THE NEW YORK TIMES COMPANY - P. 71
PROPOSAL NUMBER 3—SELECTION5—ADVISORY VOTE ON FREQUENCY OF AUDITORS FUTURE ADVISORY VOTES TO APPROVE EXECUTIVE COMPENSATION The Audit Committee has selectedIn addition to an advisory say-on-pay vote on the firmcompensation of Ernst & Young LLP, an independent registeredthe named executive officers, U.S. public accounting firm,companies are required by Section 14A of the Exchange Act to provide stockholders, as our auditors forleast once every six years, the fiscal year ending December 26, 2021, subjectopportunity to ratification of such selection by the Class A andindicate how frequently stockholders would prefer future say-on-pay votes to be held.
We are asking our Class B stockholders to vote on the frequency of future say-on-pay votes. In voting togetheron this proposal, Class B stockholders will have four choices – recommending that say-on-pay votes occur every one, two or three years, or abstaining from voting on this proposal. As an advisory vote, this vote is also non-binding. However, as one class.with the say-on-pay vote described in Proposal 4, the Board of Directors will consider the outcome of the vote when making a future decision as to the frequency of say-on-pay votes. The Company has had a say-on-pay vote at each annual meeting since 2011. Ernst & Young has informed usThe Board recommends that future advisory votes on the firm has no direct financial interest nor any material indirect financial interest in us or anycompensation of our affiliated companies. Ernst & Young has not had any connection during the past three years with us or any of our affiliated companies in the capacity of promoter, underwriter, voting trustee, director, officer or employee.
A representative of Ernst & Young willnamed executive officers continue to be present at the Annual Meetingheld annually. The Board believes that holding a vote every year is a good corporate governance practice and will be availableallows stockholders to respond to appropriate questions from stockholders. The representative will also have the opportunity to make a statement if he or she decides to do so.
Audit Committee’s Pre-Approval Policies and Procedures
Our Audit Committee Charter requires the Audit Committee to pre-approve the rendering by our independent registered public accounting firm of all auditing services, internal control-related services and permitted non-audit services. The Chair of the Audit Committee may pre-approve the rendering of such services (other than internal control-related services)provide their input on behalf of the Committee, provided the matter is then presented to the full Committee at its next scheduled meeting.
Audit and Other Fees
The following table presents the aggregate fees incurred for audit and other services rendered by Ernst & Young during fiscal years 2020 and 2019, all of which services were approved by the Audit Committee.
| | | | | | | | | | Service Type | Fiscal 2020 | Fiscal 2019 | | Audit Fees | $ | 2,717,900 | | $ | 2,753,100 | | | Audit-Related Fees | — | | — | | | Tax Fees | 312,400 | | 195,200 | | | All Other Fees | — | | — | | | Total Fees Billed | $ | 3,030,300 | | $ | 2,948,300 | |
Audit Fees ($2,717,900; $2,753,100).This category includes the aggregate fees billed by Ernst & Young for professional services rendered for the audit of the Company’s annual financial statements, the reviews of the financial statements included in the Company’s quarterly reports on Form 10-Q, consents related to documents filed with the SECexecutive compensation philosophy, policies and services normally provided by the independent auditor in connection with statutory and regulatory filings. Audit fees also include fees for professional services rendered for the audit of the effectiveness of internal control over financial reporting.
Audit-Related Fees.No audit-related fees were paid in 2020 or 2019.
Tax Fees ($312,400; $195,200).This category includes the aggregate fees billed by Ernst & Young for services in connection with tax advice and planning, tax returns, claims for refunds and tax payment planning.
All Other Fees.No other fees were paid in 2020 or 2019.
practices. Recommendation and Vote Required The Audit Committee of the Board of Directors recommends athat the Class B stockholders vote FOR1 YEAR on the following resolution, which will be presented at the Annual Meeting: RESOLVED,Meeting, for a recommendation that the selection, bysay-on-pay vote occur:
RESOLVED, that the Audit Committeecompensation paid to the Company’s named executive officers for the preceding year, as disclosed pursuant to Item 402 of Regulation S-K, including the “Compensation Discussion and Analysis,” compensation tables and narrative discussion, be subject to an advisory vote of the BoardCompany’s Class B stockholders every:
___ 1 YEAR ___ 2 YEARS ___ 3 YEARS Notwithstanding the Board’s recommendation, as noted above, Class B stockholders will have four choices on the frequency vote and, thus, may vote to recommend a say-on-pay vote every two or three years, or abstain from voting, in addition to voting in accordance with the recommendation of Directors, of Ernst & Young LLP, an independent registered public accounting firm, as auditors of Thethe Board. Under the Company’s By-laws (and New York Times Company forlaw), the fiscal year ending December 26, 2021, is hereby ratified, confirmed and approved. The affirmative vote of a majority of the shares of Class A stock and Class B stock represented at the Annual Meeting,a meeting, in person or by proxy, and entitled to vote on thea proposal voting togetheris required to formally adopt such proposal as a single class,stockholder resolution. Given the multiple voting choices available to Class B stockholders, it is required pursuantpossible that none of the alternatives of one, two or three years will receive such a majority vote. Nevertheless, the Board of Directors considers this vote the equivalent of a poll of the Class B stockholders and will consider the number of votes each alternative receives when making future decisions as to the Company’s By-laws for approvaltiming of say-on-pay votes. An abstention on this resolution. As a result, abstentionsproposal will have the same effect asof increasing the possibility that no alternative receives a majority vote; a broker non-vote will have no such effect.
We expect that the next frequency vote againstwill occur at the proposal.Company’s 2029 Annual Meeting.
P. 72 - THE NEW YORK TIMES COMPANY - P. 83
OTHER MATTERS
Stockholder Proposals for the 20222024 Annual Meeting Stockholder Proposals for Inclusion in the Proxy Materials for the 20222024 Annual Meeting Stockholders who intend to present proposals at the 20222024 Annual Meeting under SEC Rule 14a-8 must ensure that such proposals are received by the Corporate Secretary of the Company not later than November 19, 2021.11, 2023. Such proposals must meet the requirements of the SEC to be eligible for inclusion in the Company’s 20222024 proxy materials. Director Nominations or Other Stockholder Proposals for the 20222024 Annual Meeting The Company’s By-laws provide that the nomination of persons for election to the Board and the proposal of business to be considered by stockholders may be made at the annual meeting as set out in the Company’s notice of such meeting, by or at the direction of the Board or by any stockholder of the Company who is entitled to vote at the meeting on such nomination or other proposal, and who, in the case of a holder of Class A stock, complies with certain notice procedures. Generally, any holder of Class A stock proposing to nominate an individual for election to the Board by the Class A holders or proposing business to be considered by the Class A holders at an annual meeting must give written notice and certain information specified in the By-laws to the Corporate Secretary of the Company not less than 90 days nor more than 120 days before the first anniversary of the preceding year’s annual meeting. As a result, stockholders who intend to present proposals at the 20222024 Annual Meeting under these provisions must give written notice to the Corporate Secretary, and otherwise comply with the By-law requirements, no earlier than December 29, 2021,28, 2023, and no later than January 28, 2022.27, 2024. Further, stockholders who intend to nominate an individual for election to the Board and solicit proxies in support of such nominee at the 2024 Annual Meeting must also provide the notice and additional information required by SEC Rule 14a-19 to the Corporate Secretary of the Company not later than February 26, 2024. The supplemental notice and information required by Rule 14a-19 are in addition to the advance notice requirements under the Company’s By-laws, described above, and do not extend any such deadline set forth under the By-laws. Certain Matters Relating to Proxy Materials We have adopted a procedure approved by the SEC called householding. Under this procedure, certain stockholders who have the same address and last name and do not participate in electronic delivery of proxy materials will receive only one copy of our annual report and proxy statement, unless one or more of these stockholders notifies us that they would like to continue to receive individual copies. This delivery method can result in meaningful cost savings for the Company. Stockholders who participate in householding will continue to receive separate proxy cards. We undertake to deliver promptly upon written or oral request a separate copy of the proxy statement and annual report or Notice in a separate envelope, as applicable, to a stockholder at a shared address to which a single copy of these documents was delivered. If you prefer to receive separate copies of the Proxy Statement, Annual Report or Notice in a separate envelope, either now or in the future, please contact Broadridge Financial Solutions, Inc. at (866) 540-7095 or in writing at Broadridge, Householding Department, 51 Mercedes Way, Edgewood, NY 11717. If you are currently receiving separate copies and wish to receive only one copy of future proxy materials for your household, in one envelope, please contact Broadridge at the above phone number or address. By Order of the Board of Directors. DIANEMICHAEL A. BRAYTONROWN
Executive Vice President, Assistant General Counsel
and Corporate Secretary New York, NY March 19, 202110, 2023
THE NEW YORK TIMES COMPANY - P. 73A-84
APPENDIX A—COMPUTATION OF ADJUSTED OPERATING PROFIT The following provides additional information on the computation of adjusted operating profit used to determine executive compensation paid in connection with the 20202022 annual incentive awardawards and the long-term performance awardawards for 2018-2020.2020-2022. Adjusted operating profit is a non-GAAP financial measure. Adjusted operating profit is defined as (i) revenues less (ii) total operating costs (excluding depreciation and amortization, severance and multiemployer pension plan withdrawal costs), adjusted to exclude the effect of acquisitions and dispositions.dispositions, certain non-cash impairment charges and certain other pre-approved items. The Committee believes that adjusted operating profit is a useful measure of our performance for compensation purposes because it facilitates comparisons with historical operating performance on a consistent basis. In addition, adjusted operating profit is a measure often used by investors, analysts and others to assess Company performance, and thus serves to align the interests of our executives with those of our stockholders. 20202022 Annual Incentive Award
The following table shows the computation of adjusted operating profit for our 20202022 fiscal year, as defined above, for purposes of the financial component of the 20202022 annual incentive compensation. | | | | | | | | | | (in thousands) | | Total revenues | | $ | 1,783,639 2,308,321 | | | | | | Total operating costs | | 1,607,3832,052,584 | | Less: | | | | Depreciation and amortization | | 62,13682,654 | | Severance | | 6,6754,669 | | Multiemployer pension plan withdrawal costs | | 5,5504,871 | | Adjusted operating costs excluding depreciation and amortization, severance and multiemployer pension plan withdrawal costs | | 1,533,022 1,960,390 | | Adjusted operating profit (as reported in the Company’s Annual Report on Form 10-K for the fiscal year ended December 27, 2020)31, 2022) | | 347,931 | | | Pre-approved adjustment: | | | | Impact of non-cash impairment | | (4,069) | | | Adjusted operating profit (for purposes of 2022 annual incentive award) | | $ 250,617 | 343,862 | |
THE NEW YORK TIMES COMPANY - P. A-1
2018-20202020-2022 Long-Term Performance Award
The following table shows the computation of adjusted operating profit for the 2018-20202020-2022 fiscal years, as defined above, for purposes of the adjusted operating profit component of the 2018-20202020-2022 long-term performance awards. | | | | | | | | | | | | | | | | (in thousands) | 2020 | 2021 | 2022 | Cumulative | | Total revenues | $ | 1,783,639 | | $ | 2,074,877 | | $ | 2,308,321 | | $ | 6,166,837 | | | | | | | | Total operating costs | 1,607,383 | | 1,803,012 | | 2,052,584 | | 5,462,979 | | | Less: | | | | | | Depreciation and amortization | 62,136 | | 57,502 | | 82,654 | | 202,292 | | | Severance | 6,675 | | 882 | | 4,669 | | 12,226 | | | Multiemployer pension plan withdrawal costs | 5,550 | | 5,150 | | 4,871 | | 15,571 | | | Adjusted operating costs excluding depreciation and amortization, severance and multiemployer pension plan withdrawal costs | 1,533,022 | | 1,739,478 | | 1,960,390 | | 5,232,890 | | | Adjusted operating profit (as reported in the Company’s Annual Report on Form 10-K for the applicable fiscal year) | 250,617 | | 335,399 | 347,931 | 933,947 | | Pre-approved adjustments: | | | | | | Impact of acquisitions or dispositions | — | | — | | 35,874 | | 35,874 | | | Impact of non-cash impairment | | | (4,069) | | (4,069) | | | Additional negative discretionary adjustment approved by Compensation Committee to exclude the effect of an additional six days in fiscal year 2022 | — | | — | | (7,684) | | (7,684) | | | Adjusted operating profit (for purposes of 2020-2022 long-term performance award) | $ | 250,617 | | $ | 335,399 | | $ | 372,052 | | $ | 958,069 | |
| | | | | | | | | | | | | | | | (in thousands) | 2018 | 2019 | 2020 | Cumulative | | Total revenues | $ | 1,748,598 | | $ | 1,812,184 | | $ | 1,783,639 | | $ | 5,344,421 | | | | | | | | Total operating costs | 1,558,778 | | 1,634,639 | | 1,607,383 | | 4,800,800 | | | Less: | | | | | | Depreciation and amortization | 59,011 | | 60,661 | | 62,136 | | 181,808 | | | Severance | 6,736 | | 3,979 | | 6,675 | | 17,390 | | | Multiemployer pension plan withdrawal costs | 7,002 | | 6,183 | | 5,550 | | 18,734 | | | Adjusted operating costs excluding depreciation and amortization, severance and multiemployer pension plan withdrawal costs | 1,486,029 | | 1,563,816 | | 1,533,022 | | 4,582,867 | | | Adjusted operating profit (as reported in the Company’s Annual Report on Form 10-K for the applicable fiscal year) | $ | 262,569 | | $ | 248,368 | | $ | 250,617 | | $ | 761,555 | |
THE NEW YORK TIMES COMPANY - P. A-1 - B-2
APPENDIX B—THE NEW YORK TIMES COMPANY 2023 EMPLOYEE STOCK PURCHASE PLAN THE NEW YORK TIMES COMPANY 2023 EMPLOYEE STOCK PURCHASE PLAN (Effective as of the Effective Date)
I.PURPOSE OF THE PLAN This The New York Times Company 2023 Employee Stock Purchase Plan (the “Plan”) is intended to promote the interests of the Company by providing eligible employees with the opportunity to acquire a proprietary interest in the Company through participation in a payroll-deduction based employee stock purchase plan intended to meet the requirements of section 423 of the Code. Capitalized terms herein shall have the meanings assigned to such terms in Section XII. II.ADMINISTRATION OF THE PLAN a.The Plan Administrator shall have full authority to interpret and construe any provision of the Plan and to adopt such rules and regulations for administering the Plan as it may deem necessary or appropriate in order to implement the Plan or to comply with the requirements of section 423 of the Code. Decisions of the Plan Administrator shall be final and binding on all parties having an interest in the Plan. b.The Plan Administrator may authorize one or more offerings under the Plan that are not designed to comply with the requirements of section 423 of the Code but with the requirements of the foreign jurisdictions in which those offerings are conducted. Such offerings shall be separate from any offerings designed to comply with the requirements of section 423 of the Code but may be conducted concurrently with those offerings. In no event, however, shall the terms and conditions of any offering contravene the express limitations and restrictions of the Plan, except to the extent required by applicable law, and to the extent required by section 423 of the Code, the participants in each separate offering shall have equal rights and privileges under that offering in accordance with the requirements of section 423(b)(5) of the Code and the applicable Treasury Regulations thereunder. c.Notwithstanding any provision to the contrary in the Plan, the Plan Administrator may adopt such rules, procedures or sub-plans relating to the operation and administration of the Plan to accommodate the specific requirements of local laws and procedures for jurisdictions outside of the United States. III.SHARES SUBJECT TO PLAN; CONDITIONS TO ISSUANCE OF SHARES a.The stock purchasable under the Plan shall be authorized but unissued or reacquired Shares, including Shares purchased on the open market. The maximum number of Shares which may be issued over the term of the Plan shall not exceed 8,000,000 Shares as of the Effective Date, subject to adjustment as described in subsection (b) below. b.If there is any change in the number or kind of Shares outstanding (i) by reason of a stock dividend, spinoff, recapitalization, stock split, or combination or exchange of Shares, (ii) by reason of a merger, reorganization or consolidation, (iii) by reason of a reclassification or change in par value, or (iv) by reason of any other extraordinary or unusual event affecting the Company’s outstanding capital stock without the Company’s receipt of consideration, or if the value of outstanding Shares is substantially reduced as a result of a spinoff or the Company’s payment of an extraordinary dividend or distribution, the Plan Administrator shall make any adjustments it determines to be necessary, in the Plan Administrator’s sole discretion, to equitably adjust (A) the maximum number and class of securities issuable under the Plan, (B) the maximum number and class of securities purchasable per Participant on any one Purchase Date, and (C) the number and class of securities and the price per Share in effect under each outstanding purchase right in order to prevent the dilution or enlargement of benefits thereunder. c.The Company shall not be required to issue or deliver any certificate or certificates for, or make any book entries evidencing, Shares purchased upon the exercise of rights under the Plan prior to fulfillment of all of the following conditions: i.The admission of such Shares to listing on all stock exchanges, if any, on which Shares are then listed; ii.The completion of any registration or other qualification of such Shares under any state or federal law or under the rulings or regulations of the Securities and Exchange Commission or any other THE NEW YORK TIMES COMPANY - P. B-1
 iii.The obtaining of any approval or other clearance from any state or federal governmental agency that the Plan Administrator shall, in its absolute discretion, determine to be necessary or advisable; iv.The payment to the Company of all amounts that it is required to withhold under federal, state or local law upon exercise of the rights, if any; and v.The lapse of such reasonable period of time following the exercise of the rights as the Plan Administrator may from time to time establish for reasons of administrative convenience. IV.PURCHASE/HOLDING PERIODS a.Shares shall be offered for purchase under the Plan through a series of successive purchase periods until such time as (i) the maximum number of Shares available for issuance under the Plan shall have been purchased or (ii) the Plan shall have been sooner terminated. b.The Plan Administrator shall determine the duration of each purchase period under the Plan, which shall be subject to Section VII.h and Section X; provided that in no event shall a purchase period exceed twenty-seven (27) months; provided, further, that, in the event that the Plan Administrator does not establish a duration of a purchase period, such duration shall be six (6) months. The Plan Administrator shall also determine the Enrollment Date and Purchase Date for each purchase period from time to time. V.ELIGIBILITY a.Each individual who is an Eligible Employee on the Enrollment Date shall be eligible to participate in the Plan for that purchase period on such Enrollment Date. b.For the purposes of this Plan, “Eligible Employee” means each person who is an employee of a Participating Employer and who: i.does not, immediately prior to the exercise of any rights under the Plan, own (directly or through attribution) stock possessing five percent (5%) or more of the total combined voting power or value of Common Stock or of all classes of stock of the Company or any Corporate Subsidiary (as determined under section 423(b)(3) of the Code); ii.does not exceed the accrual limit set forth in Section VIII.a.; iii.has completed thirty (30) days of service; provided that, for any specific purchase period, the Plan Administrator may waive this service requirement or increase this service requirement to a service requirement not to exceed two (2) years; iv.is engaged on a regularly-scheduled basis of more than twenty (20) hours per week; provided that, for any specific purchase period, the Plan Administrator may waive or decrease the hours required for this hour-based service requirement; and v.whose customary employment is for more than five (5) months per calendar year; provided that, for any specific purchase period, the Plan Administrator may waive this service-based requirement or lessen the number of months required. In addition to the foregoing requirements for eligibility, for any purchase period, the Plan Administrator may exclude any employee of a Participating Employer who is (x) a “highly compensated employee” as defined within the meaning of section 414(q) of the Code, or (y) a “highly compensated employee” as defined within the meaning of section 414(q) of the Code and who (A) has compensation above a higher specified level, (B) is an officer and/or (C) is subject to the disclosure requirements of section 16(a) of the Exchange Act. Notwithstanding the foregoing, (A) any exclusion or waiver of exclusion in clauses (iii) – (v), (x) or (y) shall be applied in an identical manner for a purchase period to all employees of Participating Employers and shall be applied in compliance and accordance with Treasury Regulation section 1.423-2(e) and (B) the requirements of clauses (iii) or (iv) shall not apply to employees for whom the application of such requirements would violate applicable law. c.As of the Effective Date, the Company shall be a Participating Employer. Prior to the first purchase period, the Plan Administrator will designate which of the Company’s Corporate Subsidiaries will be designated as a Participating Employer, and each such Corporate Subsidiary will remain a Participating Employer until the
THE NEW YORK TIMES COMPANY - P. B-2
Plan Administrator revokes such decision. Each U.S. corporation that is a Corporate Subsidiary and that is designated as a Participating Employer after the Effective Date shall become a Participating Employer effective as of the Enrollment Date of the first purchase period coincident with or next following the date on which it is designated as such by the Plan Administrator, unless the Plan Administrator determines otherwise prior to the Enrollment Date of that purchase period. Any other corporation that is a Corporate Subsidiary as of the Effective Date or becomes a Corporate Subsidiary after the Effective Date, and any Corporate Subsidiary whose participation in the Plan is delayed by the Plan Administrator under the preceding sentence, shall become a Participating Employer when authorized by the Plan Administrator to extend the benefits of the Plan to its Eligible Employees. d.To participate in the Plan for a particular purchase period, the Eligible Employee must complete and submit enrollment forms prescribed by the Plan Administrator in accordance with enrollment procedures prescribed by the Plan Administrator (which may include accessing a third party administrator’s website and enrolling electronically) on or before the Enrollment Date of the purchase period. Unless otherwise specified by the Plan Administrator, once an Eligible Employee timely submits the properly completed enrollment forms, such Eligible Employee’s participation in the Plan will automatically remain in effect from one purchase period to the next in accordance with such Eligible Employee’s payroll deduction authorization (including such Eligible Employee’s designated rate of payroll deduction) unless and until such Eligible Employee withdraws from the Plan, changes the rate of such Eligible Employee’s payroll deduction or such Eligible Employee’s employment status changes. VI.PAYROLL DEDUCTIONS a.The payroll deduction authorized by a Participant for purposes of acquiring Shares under the Plan may be any multiple of one percent (1%) of the Base Salary paid to such Participant during each purchase period, up to a maximum of ten percent (10%), or such lesser maximum amount as required under applicable law, unless the Plan Administrator establishes a different maximum percentage prior to the Enrollment Date of the applicable purchase period (subject to the limitations of Section VII). For a specific purchase period, the Plan Administrator may allow Participants to elect deductions based on a flat amount, designated in U.S. dollars or other currency specified by the Company; provided such election does not exceed the foregoing limit. The deduction rate or amount so authorized shall continue in effect for the entire purchase period except for changes effected in accordance with the following guidelines: i.A Participant may, at any time during the purchase period, reduce such Participant’s rate or amount of payroll deduction to become effective as soon as practically possible after submitting the appropriate form with the Plan Administrator. A Participant may not, however, effect more than one such reduction per purchase period, unless otherwise provided in the applicable offering documents related to such purchase period. ii.A Participant may at any time reduce such Participant’s rate or amount of payroll deduction under the Plan to 0%. Such reduction shall become effective as soon as practically possible after submitting the appropriate form with the Plan Administrator. A Participant’s existing payroll deductions shall be applied to the purchase of Shares on the next scheduled Purchase Date unless such Participant’s participation in the Plan has terminated in accordance with Section VII.f. b.Payroll deductions shall begin on the first pay day administratively feasible following the Enrollment Date of the purchase period and shall (unless sooner terminated by the Participant) continue through the pay day ending with or immediately prior to the last day of the purchase period. The amounts so collected shall be credited to the Participant’s book account under the Plan, but no interest shall be paid on the balance from time to time outstanding in such account. Unless the Plan Administrator determines otherwise prior to the start of the applicable purchase period, the amounts collected from the Participant shall not be held in any segregated account or trust fund and may be commingled with the general assets of the Company and used for general corporate purposes. c.Payroll deductions collected in a currency other than U.S. Dollars shall be converted into U.S. Dollars on the last day of the purchase period in which collected, or such other time as determined by the Plan Administrator, or as required by applicable law, with such conversion to be based on an exchange rate determined by the Plan Administrator in its sole discretion. d.Payroll deductions shall automatically cease upon the termination of the Participant’s purchase right in accordance with the provisions of the Plan. THE NEW YORK TIMES COMPANY - P. B-3
e.To the extent necessary to comply with local law, the Plan Administrator may permit Participants in one or more offerings to make contributions to the Plan by means other than payroll deductions. VII.PURCHASE RIGHTS a.Grant of Purchase Right. A Participant shall be granted a separate purchase right on the Enrollment Date of each purchase period in which such Participant participates. The purchase right shall provide the Participant with the right to purchase Shares on a Purchase Date upon the terms set forth below. Under no circumstances shall purchase rights be granted under the Plan to any Eligible Employee if such individual would, immediately after the grant, own (within the meaning of section 424(d) of the Code) or hold outstanding options or other rights to purchase, stock possessing five percent (5%) or more of the total combined voting power or value of Common Stock or of all classes of stock of the Company or any Corporate Subsidiary or that would exceed the dollar threshold provided in Section VIII.b. b.Exercise of the Purchase Right. Each purchase right shall be automatically exercised on the Purchase Date, and Shares shall accordingly be purchased on behalf of each Participant (other than any Participant whose payroll deductions have previously been refunded in accordance with the provisions of this Section VII) on such date. The purchase shall be affected by applying the Participant’s payroll deductions for the purchase period ending on such Purchase Date to the purchase of whole Shares (subject to the limitation on the maximum number of Shares purchasable per Participant on any one Purchase Date) at the purchase price in effect for that purchase period. Fractional Shares will not be issued under the Plan, unless otherwise determined by the Plan Administrator and provided under the applicable offering document. Any excess contributions in a Participant’s account that would have been used to purchase fractional Shares will be automatically re‑invested in a subsequent purchase period unless the Participant timely revokes such Participant’s authorization to re-invest such excess amounts or the Company elects to return such contributions to the Participant. c.Purchase Price. Effective with the initial purchase period commencing following the Effective Date and until such time as otherwise determined by the Plan Administrator, the purchase price per Share at which Shares will be purchased on the Participant’s behalf on each Purchase Date shall be equal to eighty-five percent (85%) of the lower of (i) the Fair Market Value per Share on the Enrollment Date of the applicable purchase period or (ii) the Fair Market Value per Share on the Purchase Date of the applicable purchase period. However, the Plan Administrator may, prior to the start of any purchase period, establish a higher purchase price per Share for that purchase period. d.Number of Purchasable Shares. The number of Shares purchasable by a Participant on each Purchase Date shall be the number of Shares obtained by dividing the amount collected from the Participant through payroll deductions during the purchase period ending with that Purchase Date by the purchase price in effect for that Purchase Date. Notwithstanding the foregoing and subject to the limitations described in Section II.b and Section VIII, in connection with any offering, the Plan Administrator may (i) specify a maximum number of Shares that may be purchased by any single Participant on a Purchase Date, and if no such limit is specified for an applicable purchase period, such limit shall be 1,500 Shares; and (ii) specify a maximum aggregate number of Shares that may be purchased by all Participants pursuant to such offering. For the avoidance of doubt, the Plan Administrator shall have the discretionary authority, exercisable prior to the start of any purchase period under the Plan, to increase or decrease the limitations to be in effect for the number of Shares purchasable per Participant on the Purchase Date for that purchase period. e.Excess Payroll Deductions. Any payroll deductions not applied to the purchase of Shares by reason of any limitation on the maximum number of Shares purchasable by the Participant on the Purchase Date (whether such limitation is pursuant to Section VII.d, Section VIII or otherwise) shall be promptly refunded. f.Termination of Purchase Right. The following provisions shall govern the termination of outstanding purchase rights: i.Withdraw. A Participant may, no later than fifteen (15) days (or such other period as determined by the Plan Administrator or as required by applicable law) prior to a Purchase Date for a purchase period, terminate such Participant’s outstanding purchase right by submitting the prescribed form in accordance with procedures prescribed by the Plan Administrator (which may include accessing a third party administrator’s website and electronically electing to withdraw), and no further payroll deductions shall be collected from the Participant with respect to the terminated purchase right. Any payroll deductions collected during the purchase period in which such termination occurs shall, at the Participant’s election, be immediately refunded or held for the purchase of Shares on the next THE NEW YORK TIMES COMPANY - P. B-4
Purchase Date. If no such election is made at the time such purchase right is terminated, then the payroll deductions collected with respect to the terminated right shall be refunded as soon as practicable. ii.Irrevocability. The termination of such purchase right shall be irrevocable, and the Participant may not subsequently rejoin the purchase period for which the terminated purchase right was granted. In order to resume participation in any subsequent purchase period, such individual must re-enroll in the Plan (in accordance with procedures prescribed by the Plan Administrator) on or before the Enrollment Date of the new purchase period. iii.Automatic Termination. Should the Participant cease to remain an Eligible Employee for any reason (including death, disability or change in status) while such Participant’s purchase right remains outstanding, then that purchase right shall immediately terminate, and all of the Participant’s payroll deductions for the purchase period in which the purchase right so terminates shall be immediately refunded, unless such termination of the purchase right is prohibited by applicable law. iv.Unpaid Leave. Should the Participant cease to remain in active service by reason of an approved unpaid leave of absence, then the Participant shall have the election, exercisable up until the business day preceding the Purchase Date for the applicable purchase period in which such leave commences, to (A) have any previous deductions returned to such Participant or (B) have such funds held for the purchase of Shares on the next Purchase Date. In no event, however, shall any further payment deductions be collected from such Participant during such leave, unless continued participation in the Plan is required by applicable law. Upon the Participant’s return to active service (x) within three (3) months following the commencement of such leave; or (y) prior to the expiration of any longer period for which such Participant is provided with reemployment rights by statute or contract, such Participant’s payroll deductions under the Plan shall automatically resume at the rate in effect at the time the leave began. An individual who returns to active employment following a leave of absence which exceeds in duration the applicable (x) or (y) time period above will be treated as a new Eligible Employee for purposes of subsequent participation in the Plan and must accordingly re-enroll in the Plan (in accordance with procedures prescribed by the Plan Administrator) on or before the start of the next purchase period. g.Proration of Purchase Rights. Should the total number of Shares which are to be purchased pursuant to outstanding purchase rights on any particular date exceed the number of Shares then available for issuance under the Plan, the Plan Administrator shall make a pro-rata allocation of the available Shares on a uniform and nondiscriminatory basis, and the payroll deductions of each Participant, to the extent in excess of the aggregate purchase price payable for Shares pro-rated to such individual, shall be refunded. h.Change of Control. In the event that a Change of Control occurs during a purchase period, the Plan Administrator may take such action as it deems appropriate, including (without limitation): i.provide that each outstanding purchase right shall remain outstanding; ii.provide that each outstanding purchase right will terminate as of a date prior to the effective date of the Change of Control without being exercised and all payroll deductions of each Participant accumulated during such purchase period (and not previously applied to the purchase of Shares) shall be refunded to the Participant; iii.provide that a Purchase Date shall automatically occur immediately prior to the effective date of the Change of Control, and each purchase right outstanding at that time shall thereupon be exercised by applying the payroll deductions of each Participant for the purchase period in which such Change of Control occurs to the purchase of Shares at the purchase price per Share in effect for that purchase period pursuant to the purchase price formula provisions of Section VII.c; iv.provide than no new purchase period shall be initiated following the announcement of such Change of Control; v.provide for a new date on or before the consummation of such Change of Control that will be the Purchase Date for the applicable purchase period; or vi.provide that each outstanding purchase right will be assumed or an equivalent right will be substituted by the successor corporation (or parent or subsidiary thereof). i.ESPP Brokerage Account. Any Shares purchased on behalf of each Participant shall be deposited directly into a brokerage account which the Company shall establish for the Participant at a Company-designated THE NEW YORK TIMES COMPANY - P. B-5
brokerage firm that the Company shall communicate to each Participant (the “ESPP Brokerage Account”); provided that the Plan Administrator may waive such requirement at any time or in respect of Shares purchased within any particular purchase period. Except as otherwise provided below, the deposited Shares may not be transferred (either electronically or in certificate form) from the ESPP Brokerage Account until the later of the following two periods: (a) the end of the two (2)-year period measured from the Participant’s Enrollment Date into the purchase period in which the Shares were purchased and (b) the end of the one (1)-year measured from the actual Purchase Date of those Shares. Such limitation shall apply both to transfers to different accounts with the same ESPP broker and to transfers to other brokerage firms. Any Shares held for the required holding period may be transferred (either electronically or in certificate form) to other accounts or to other brokerage firms. The foregoing procedures shall not in any way limit when the Participant may sell such Participant’sShares. Those procedures are designed solely to assure that any sale of Shares prior to the satisfaction of the required holding period is made through the ESPP Brokerage Account. In addition, the Participant may request a stock certificate or share transfer from such Participant’s ESPP Brokerage Account prior to the satisfaction of the required holding period should the Participant wish to make a gift of any Shares held in that account. However, Shares may not be transferred (either electronically or in certificate form) from the ESPP Brokerage Account for use as collateral for a loan, unless those Shares have been held for the required holding period. The foregoing procedures shall apply to all Shares purchased by the Participant under the Plan, whether or not the Participant continues in Eligible Employee status. j.Assignability. During the Participant’s lifetime, the purchase right shall be exercisable only by the Participant and shall not be assignable or transferable by the Participant (other than by will or the laws of descent). k.Stockholder Rights. A Participant shall have no stockholder rights with respect to the Shares subject to such Participant’s outstanding purchase right until the Shares are purchased on the Participant’s behalf in accordance with the provisions of the Plan and the Participant has become a holder of record of the purchased Shares. VIII. ACCRUAL LIMITATIONS a.No Participant shall be entitled to accrue rights to acquire Shares pursuant to any purchase right outstanding under this Plan if and to the extent such accrual, when aggregated with (i) rights to purchase Shares accrued under any other purchase right granted under this Plan and (ii) similar rights accrued under other employee stock purchase plans (within the meaning of section 423 of the Code) of the Company or any Corporate Subsidiary, would otherwise permit such Participant to purchase more than $25,000 worth of stock of the Company or any Corporate Subsidiary (determined on the basis of the Fair Market Value of such stock on the date or dates such rights are granted) for each calendar year such rights are at any time outstanding; provided that the Plan Administrator may in its discretion set a lower dollar threshold than $25,000 for an applicable purchase period. b.For purposes of applying such accrual limitations, the following provisions shall be in effect: i.The right to acquire Shares under each outstanding purchase right shall accrue on the Purchase Date in effect for the purchase period for which such right is granted. ii.No right to acquire Shares under any outstanding purchase right shall accrue to the extent the Participant has already accrued in the same calendar year the right to acquire Shares under one (1) or more other purchase rights at a rate equal to $25,000 worth of Shares (determined on the basis of the per-Share Fair Market Value of such Shares on the date or dates of grant) for each calendar year such rights were at any time outstanding. c.If by reason of such accrual limitations, any purchase right of a Participant does not accrue for a particular purchase period, then the payroll deductions which the Participant made during that purchase period with respect to such purchase right shall be promptly refunded. d.In the event there is any conflict between the provisions of this Section and one or more provisions of the Plan or any instrument issued thereunder, the provisions of this Section shall be controlling. IX. EFFECTIVE DATE AND TERM OF THE PLAN a.Subject to approval by the Company’s stockholders, the Plan shall be effective as of the Effective Date. b.Unless sooner terminated by the Board, the Plan shall terminate upon the earliest of (i) the tenth anniversary of the Effective Date, (ii) the date on which all Shares available for issuance under the Plan have been sold THE NEW YORK TIMES COMPANY - P. B-6
pursuant to purchase rights exercised under the Plan or (iii) the date on which all purchase rights are exercised in connection with a Change of Control. No further purchase rights shall be granted or exercised, and no further payroll deductions shall be collected, under the Plan following its termination. X. AMENDMENT OF THE PLAN The Board may alter, amend, suspend or discontinue the Plan at any time and for any reason; provided, however, the Board may not, without the approval of the Company’s stockholders, (a) increase the number of Shares issuable under the Plan, except for permissible adjustments in the event of certain changes in the Company’s capitalization or (b) change the class of corporations that may be designated as Participating Employers. XI. GENERAL PROVISIONS a.All costs and expenses incurred in the administration of the Plan shall be paid by the Company. b.Nothing in the Plan shall confer upon the Participant any right to continue in the employ of the Company or any Corporate Subsidiary for any period of specific duration or interfere with or otherwise restrict in any way the rights of the Company (or any Corporate Subsidiary employing such person) or of the Participant, which rights are hereby expressly reserved by each, to terminate such person’s employment at any time for any reason, with or without cause, subject to any requirements of applicable law. c.The provisions of the Plan shall be governed by the laws of the State of New York, without resort to that state’s conflict-of-laws rules. XII. DEFINITIONS The following definitions shall be in effect under the Plan: a.“1933 Act” means the Securities Act of 1933, as amended. b.“Base Salary” means the regular base salary or base wages paid to a Participant by one or more Participating Employers during such individual’s period of participation in the Plan, plus any pre-tax contributions made by the Participant to any cash-or-deferred arrangement that meets the requirements of section 401(k) of the Code or any cafeteria benefit program that meets the requirements of section 125 of the Code, now or hereafter established by the Company or any Corporate Subsidiary. The following items of compensation shall not be included in Base Salary: (i) all overtime payments, bonuses, commissions (other than those functioning as base salary equivalents), profit-sharing distributions and other incentive-type payments and (ii) any and all contributions (other than contributions subject to sections 401(k) and 125 of the Code) made on the Participant’s behalf by the Company or any Corporate Subsidiary under any employee benefit or welfare plan now or hereafter established. c.“Board” means the Company’s Board of Directors. d.“Change of Control” has the meaning given to such term in The New York Times Company 2020 Incentive Compensation Plan or any successor plan thereto, in each case, as amended and/or restated from time to time. e.“Code” means the Internal Revenue Code of 1986, as amended. f.“Common Stock” means the Class A and Class B Common Stock of the Company, or such other class or classes of capital stock of the Company that shall have the right to vote in the election of Board members. g.“Company” meansThe New York Times Company, a corporation organized under the laws of the State of New York, and any corporate successor to all or substantially all of the assets or voting stock of The New York Times Company, which shall, by appropriate action, adopt the Plan. h.“Corporate Subsidiary” means any subsidiary of the Company (as determined in accordance with section 424 of the Code, whether now existing or subsequently established or acquired). i.“Effective Date” means April 26, 2023, subject to the approval of the Company’s stockholders. j.“Enrollment Date” means the first day of each purchase period. k.“Exchange Act” means the Securities Exchange Act of 1934, as amended. l.“Fair Market Value” per Share on any relevant date shall be the closing selling price per Share on the date in question on the stock exchange determined by the Plan Administrator to be the primary market for Shares, as such price is officially quoted in the composite tape of transactions on such exchange. If there is no closing THE NEW YORK TIMES COMPANY - P. B-7
selling price for a Share on the date in question, then the Fair Market Value shall be the closing selling price on the last preceding date for which such quotation exists. m.“Participant” means any Eligible Employee of a Participating Employer who is actively participating in the Plan. n.“Participating Employer” means the Company and each Corporate Subsidiary that is authorized by the Plan Administrator, in accordance with Section V.c. of the Plan, to extend the benefits of the Plan to its Eligible Employees. o.“Plan Administrator” means a committee of two (2) or more Board members appointed by the Board to administer the Plan. As of the Effective Date, the Plan Administrator shall be the Compensation Committee of the Board (the “Committee”). Subject to the foregoing, the Board or the Committee may delegate authority to one or more subcommittees or to one or more individuals, in each case, as the Board or Committee deems appropriate and as consistent with applicable law, and such delegate(s) shall be considered “Plan Administrator” for purposes of this Plan. p.“Purchase Date” means the last business day of each purchase period. q.“Shares” means shares of Class A Common Stock of the Company.
| | | | | | | | 620 EIGHTH AVENUE
NEW YORK, NY 10018
ATTENTION: CORPORATE SECRETARY | VOTE BY INTERNET Before The Meeting - Go to www.proxyvote.comor scan the QR Barcode above
Use the Internet to transmit your voting instructions and for electronic delivery of information up until 11:59 p.m. Eastern Time on April 27, 2021.25, 2023. Have your proxy card in hand when you access the Webweb site and follow the instructions to obtain your records and to create an electronic voting instruction form. | | 620 EIGHTH AVENUE
NEW YORK, NY 10018
ATTENTION: CORPORATE SECRETARY | During The Meeting - Go to www.virtualshareholdermeeting.com/NYT2021NYT2023 | | You may attend the meeting via the Internet and vote during the meeting. Have the information that is printed in the box marked by the arrow available and follow the instructions. | | VOTE BY PHONE - 1-800-690-6903 Use any touch-tone telephone to transmit your voting instructions up until 11:59 p.m. Eastern Time on April 27, 2021.25, 2023. Have your proxy card in hand when you call and then follow the instructions. | | | VOTE BY MAIL Mark, sign and date your proxy card and return it in the postage-paid envelope we have provided or return it to Vote Processing, c/o Broadridge, 51 Mercedes Way, Edgewood, NY 11717. | | | If you vote your proxy by Internet or by telephone, you do NOT need to mail back your proxy card. | | Your Internet or telephone vote authorizes the named proxies to vote the shares in the same manner as if you marked, signed and returned your proxy card. | | You can change your vote or revoke your proxy at any time before it is voted at the meeting by mailing a later-dated proxy card, executing a later-dated proxy by Internet or telephone or by voting by ballot at the meeting. If you execute more than one proxy, whether by mail, Internet or telephone, and/or vote by ballot at the meeting, only the latest dated proxy or ballot will be counted. | | |
| | | | | | | TO VOTE, MARK BLOCKS BELOW IN BLUE OR BLACK INK AS FOLLOWS: | | | KEEP THIS PORTION FOR YOUR RECORDS | | DETACH AND RETURN THIS PORTION ONLY | | THIS PROXY CARD IS VALID ONLY WHEN SIGNED AND DATED. |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | THE NEW YORK TIMES COMPANY | | For
All | | Withhold
All | | For All
Except | | To withhold authority to vote for any individual nominee(s), mark “For All Except” and write the number(s) of the nominee(s) on the line below. | | | The Board of Directors recommends you vote FOR the following: | | | | | | | | | | | | | | | | | 1. | Election��Election of Directors | | o | | o | | o | | | | | | | | | | | | | Class A Nominees: | | | | | | | | | | | | | | | | | | | 01) Amanpal S. BhutaniBeth Brooke | | | | | | | | | | | | | | | | | | | 02) Beth BrookeRachel Glaser | | | | | | | | | | | | | | | | | | | 03) Brian P. McAndrews | | | | | | | | | | | | | | | | | | | 04) Doreen TobenJohn W. Rogers, Jr. | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | The Board of Directors recommends you vote FOR the following proposal: | | | | For | | Against | | Abstain | | 3.2. | Ratification of the selection of Ernst & Young LLP as auditors for the fiscal year ending December 26, 202131, 2023 | | | | o | | o | | o | | The Board of Directors recommends you vote FOR the following proposal: | | | | For | | Against | | Abstain | | 3. | Approval of The New York Times Company 2023 Employee Stock Purchase Plan | | | | o | | o | | | | | | | | | | | | o | | NOTE: In their discretion, the proxies are authorized to vote on such other business as may properly come before the meeting or any adjournment or postponement thereof. | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | IF VOTING BY MAIL, YOU MUST DATE, SIGN AND RETURN THIS CARD IN ORDER FOR THE SHARES TO BE VOTED. | | Please sign exactly as your name(s) appear(s) hereon. When signing as attorney, executor, administrator, trustee or other fiduciary, please give full title as such. Joint owners should each sign personally. All holders must sign. If a corporation or partnership, please sign in full corporate or partnership name by authorized officer, giving full title as such. | | | | | | | | | | | | Signature [PLEASE SIGN WITHIN BOX] | | Date | | | | Signature (Joint Owners) | | | Date | | |
THE NEW YORK TIMES COMPANY ANNUAL MEETING OF STOCKHOLDERS APRIL 28, 202126, 2023 11:00 a.m. Eastern Time via the Internet www.virtualshareholdermeeting.com/NYT2021NYT2023
Important Notice Regarding the Availability of Proxy Materials for the Stockholder Meeting to Be Held on April 28, 2021: 26, 2023: The Notice of Annual Meeting and Proxy Statement and Annual Report are available at www.proxyvote.com.
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | THE NEW YORK TIMES COMPANY
Proxy Solicited on Behalf of the Board of Directors
for the Annual Meeting of Stockholders on April 28, 202126, 2023 | | | The undersigned hereby appoints A.G. Sulzberger, Meredith Kopit Levien and Diane Brayton, and each of them, as proxies, each with the power to appoint his or her substitute, and hereby authorizes them to represent and to vote, as designated on all matters coming before said meeting, including the matters on the reverse side of this card, all of the shares of CLASS A COMMON STOCK of THE NEW YORK TIMES COMPANY that the undersigned is entitled to vote at the Annual Meeting of Stockholders to be held at 11:00 a.m. Eastern Time on April 28, 2021,26, 2023, virtually at www.virtualshareholdermeeting.com/NYT2021,NYT2023, and any adjournment or postponement thereof. The undersigned hereby acknowledges receipt of the Notice of Annual Meeting and Proxy Statement and revokes any proxies previously given. | | | This proxy, when properly executed, will be voted in the manner directed herein by the undersigned. If no direction is given, this proxy will be voted FOR the election of directorseach of the Class A director nominees and FOR proposal 2 and 3. In their discretion, the proxies are authorized to vote on such other matters that may properly come before this meeting or any adjournment or postponement thereof. | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | Continued and to be dated and signed on reverse side. |
| | | | | | | | 620 EIGHTH AVENUE
NEW YORK, NY 10018
ATTENTION: CORPORATE SECRETARY | VOTE BY INTERNET Before The Meeting - Go to www.proxyvote.comor scan the QR Barcode above
Use the Internet to transmit your voting instructions and for electronic delivery of information up until 11:59 p.m. Eastern Time on April 27, 2021.25, 2023. Have your proxy card in hand when you access the Webweb site and follow the instructions to obtain your records and to create an electronic voting instruction form. | | 620 EIGHTH AVENUE
NEW YORK, NY 10018
ATTENTION: CORPORATE SECRETARY | During The Meeting - Go to www.virtualshareholdermeeting.com/NYT2021NYT2023 | | You may attend the meeting via the Internet and vote during the meeting. Have the information that is printed in the box marked by the arrow available and follow the instructions. | | VOTE BY PHONE - 1-800-690-6903 Use any touch-tone telephone to transmit your voting instructions up until 11:59 p.m. Eastern Time on April 27, 2021.25, 2023. Have your proxy card in hand when you call and then follow the instructions. | | | VOTE BY MAIL Mark, sign and date your proxy card and return it in the postage-paid envelope we have provided or return it to Vote Processing, c/o Broadridge, 51 Mercedes Way, Edgewood, NY 11717. | | | If you vote your proxy by Internet or by telephone, you do NOT need to mail back your proxy card. | | Your Internet or telephone vote authorizes the named proxies to vote the shares in the same manner as if you marked, signed and returned your proxy card. | | You can change your vote or revoke your proxy at any time before it is voted at the meeting by mailing a later-dated proxy card, executing a later-dated proxy by Internet or telephone or by voting by ballot at the meeting. If you execute more than one proxy, whether by mail, Internet or telephone, and/or vote by ballot at the meeting, only the latest dated proxy or ballot will be counted. |
| | | | | | | TO VOTE, MARK BLOCKS BELOW IN BLUE OR BLACK INK AS FOLLOWS: | | | KEEP THIS PORTION FOR YOUR RECORDS | | DETACH AND RETURN THIS PORTION ONLY | | THIS PROXY CARD IS VALID ONLY WHEN SIGNED AND DATED. |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | THE NEW YORK TIMES COMPANY | | For
All | | Withhold
All | | For All
Except | | To withhold authority to vote for any individual nominee(s), mark “For All Except” and write the number(s) of the nominee(s) on the line below. | | | | The Board of Directors recommends you vote FOR the following: | | | | | | | | | | | | | | | | | 1. | Election of Directors | | o | | o | | o | | | | | | | | | | | | | | Class B Nominees: | | | | | | | | | | | | | | | | | | | | 01) Rachel GlaserAmanpal S. Bhutani | | 05)06) David Perpich | | | | | | | | | | 02) Manuel Bronstein | | 07) A.G. Sulzberger | | | | | | | | | | | | | | 02)03) Arthur Golden | | 06) John W. Rogers, Jr.08) Rebecca Van Dyck | | | | | | | | | | | | | | 03)04) Hays N. Golden | | 07) A.G. Sulzberger | | | | | | | | | | | | | | 04)05) Meredith Kopit Levien | | 08) Rebecca Van Dyck | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | The Board of Directors recommends you vote FOR the following proposal: | | | | For | | Against | | Abstain | | | 2. | Advisory vote to approve executive compensation | | | | o | | o | | o | | | | | | | | | | | | | | | | | | | | | | | | | | | The Board of Directors recommends you vote FOR the following proposal: | | | | For | | Against | | Abstain | | | 3. | Ratification of the selection of Ernst & Young LLP as auditors for the fiscal year ending December 26, 202131, 2023 | | | | o | | o | | o | | | The Board of Directors recommends you vote FOR the following proposal: | | | | For | | Against | | Abstain | | | 3. | Approval of The New York Times Company 2023 Employee Stock Purchase Plan | | | | o | | o | | o | | | The Board of Directors recommends you vote FOR the following proposal: | | | | For | | Against | | Abstain | | | 4. | Advisory vote to approve executive compensation | | | | o | | o | | o | | | The Board of Directors recommends you vote 1 YEAR on the following proposal: | | | | 1 Year | | 2 Years | | 3 Years | Abstain | | 5. | Advisory vote on frequency of future advisory votes to approve executive compensation | | | | o | | o | | o | o | | NOTE: In their discretion, the proxies are authorized to vote on such other business as may properly come before the meeting or any adjournment or postponement thereof. | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | IF VOTING BY MAIL, YOU MUST DATE, SIGN AND RETURN THIS CARD IN ORDER FOR THE SHARES TO BE VOTED. | | | Please sign exactly as your name(s) appear(s) hereon. When signing as attorney, executor, administrator, trustee or other fiduciary, please give full title as such. Joint owners should each sign personally. All holders must sign. If a corporation or partnership, please sign in full corporate or partnership name by authorized officer, giving full title as such. | | | | | | | | | | | | | | | Signature [PLEASE SIGN WITHIN BOX] | | Date | | | | Signature (Joint Owners) | | | Date | | | |
THE NEW YORK TIMES COMPANY ANNUAL MEETING OF STOCKHOLDERS APRIL 28, 202126, 2023 11:00 a.m. Eastern Time via the Internet www.virtualshareholdermeeting/com/NYT2021www.virtualshareholdermeeting.com/NYT2023
Important Notice Regarding the Availability of Proxy Materials for the Stockholder Meeting to Be Held on April 28, 2021: 26, 2023: The Notice of Annual Meeting and Proxy Statement and Annual Report are available at www.proxyvote.com.
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | THE NEW YORK TIMES COMPANY
Proxy Solicited on Behalf of the Board of Directors
for the Annual Meeting of Stockholders on April 28, 202126, 2023 | | | The undersigned hereby appoints A.G. Sulzberger, Meredith Kopit Levien and Diane Brayton, and each of them, as proxies, each with the power to appoint his or her substitute, and hereby authorizes them to represent and to vote, as designated on all matters coming before said meeting, including the matters on the reverse side of this card, all of the shares of CLASS B COMMON STOCK of THE NEW YORK TIMES COMPANY that the undersigned is entitled to vote at the Annual Meeting of Stockholders to be held at 11:00 a.m. Eastern Time on April 28, 2021,26, 2023, virtually at www.virtualshareholdermeeting.com/NYT2021,NYT2023, and any adjournment or postponement thereof. The undersigned hereby acknowledges receipt of the Notice of Annual Meeting and Proxy Statement and revokes any proxies previously given. | | | This proxy, when properly executed, will be voted in the manner directed herein by the undersigned. If no direction is given, this proxy will be voted FOR the election of directorseach of the Class B director nominees and FOR proposals 2, 3 and 3.4 and 1 YEAR on Proposal 5. In their discretion, the proxies are authorized to vote on such other matters that may properly come before this meeting or any adjournment or postponement thereof. | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | Continued and to be dated and signed on reverse side. |
|
