UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of the

Securities Exchange Act of 1934

(Amendment No.     )

Filed by the Registrant  ☒                            Filed by a Party other than the Registrant  ☐

Check the appropriate box:

Fox Corporation

(Name of Registrant as Specified In Its Charter)

(Name of Person(s) Filing Proxy Statement if other than the Registrant)

Payment of Filing Fee (Check the appropriate box):

November 12, 20203, 2022 at 10:00 a.m. (Pacific Time)

Zanuck Theatre at the FOX Studio Lot

10201 West Pico Boulevard, Los Angeles, California 90035

		Fox Corporation 1211 Avenue of the Americas New York, New York, 10036 (212) 852-7000

NOTICE OF ANNUAL MEETING OF STOCKHOLDERS

TO BE HELD ON NOVEMBER 12, 2020To Be Held on November 3, 2022

Dear Stockholder:

The Annual Meeting of Stockholders (the “Annual Meeting”) of Fox Corporation (the “Company”) will be held on November 12, 20203, 2022 at 10:00 a.m. (Pacific Time) at the Zanuck Theatre at the FOX Studio Lot, 10201 West Pico Boulevard, Los Angeles, California 90035.

At the Annual Meeting, the Company’s stockholders will be asked to:

The foregoing items of business are more fully described in the Company’s proxy statement. While all of the Company’s stockholders are invited to attend the Annual Meeting, only stockholders of record of the Company’s Class B Common Stock (“Class B Common Stock”) at the close of business on September 14, 202012, 2022 (the “Record Date”) are entitled to notice of, and to vote at, the Annual Meeting and any adjournment or postponement thereof. Holders of the Company’s Class A Common Stock are not entitled to notice and to vote on the matters to be presented at the Annual Meeting or any adjournment or postponement thereof.

To support the health and well-being of our stockholders, directorsDirectors and employees, the Company may take certain precautions in connection with the Annual Meeting, which will take into account the then-current status of the COVID-19 pandemic. Details of any such precautions will be posted on our website in due course:https://investor.foxcorporation.com/annual-meeting.

The Annual Meeting will be audiocast live on the Internet at https://investor.foxcorporation.com/annual-meeting. If you would like to attend the Annual Meeting in person, please refer to the information regarding admission requirements, transportation and other logistical information contained in the Company’s proxy statement in the section titled “Information About the Annual Meeting.”

If you would like to register to receive materials relating to next year’s annual meeting of stockholders electronically instead of by mail, please select the “Email Alerts”“Electronic Delivery” link in the “Resources” section of the Company’s website at https://investor.foxcorporation.com. We highly recommend that you consider electronic delivery of these documents as it reduces the amount of paper used and mailed to your home.

Laura A. Cleveland

Senior Vice President and

Corporate Secretary

New York, New York

September 23, 202019, 2022

YOUR VOTE IS IMPORTANT

REGARDLESS OF HOW MANY SHARES OF CLASS B COMMON STOCK YOU OWN AS OF THE RECORD DATE, PLEASE SUBMIT A PROXY FOR YOUR SHARES BY TELEPHONE OR INTERNET OR, IF YOU HAVE REQUESTED A PAPER PROXY CARD, BY COMPLETING, SIGNING AND DATING THE PROXY CARD AND RETURNING IT IN THE ENVELOPE PROVIDED, WHICH IS ADDRESSED FOR YOUR CONVENIENCE AND NEEDS NO POSTAGE IF MAILED IN THE UNITED STATES. IN ORDER TO AVOID THE ADDITIONAL EXPENSE TO THE COMPANY OF FURTHER SOLICITATION, THE COMPANY ASKS YOUR COOPERATION IN PROMPTLY SUBMITTING YOUR PROXY BY TELEPHONE, INTERNET OR PROXY CARD.

TABLE OF CONTENTS

			2022 Proxy Statement				i

This proxy statement contains “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). All statements other than statements of historical or current fact are “forward-looking statements” for purposes of federal and state securities laws. Forward-looking statements may include, among others, the words “may,” “will,” “should,” “likely,” “anticipates,” “expects,” “intends,” “plans,” “projects,” “believes,” “estimates,” “outlook” or any other similar words. Although the Company’s management believes that the expectations reflected in any of the Company’s forward-looking statements are reasonable, actual results could differ materially from those projected or assumed in any forward-looking statements. The Company’s future financial condition and results of operations, as well as any forward-looking statements, are subject to change and to inherent risks and uncertainties. Important factors that could cause the Company’s actual results, performance and achievements to differ materially from those estimates or projections contained in the Company’s forward-looking statements include, but are not limited to, government regulation, economic, strategic, political and social conditions, and the impact of coronavirus disease 2019 and other widespread health emergencies or pandemics and measures to contain their spread. For more detailed information about these factors, see Item 1A, “Risk Factors” and Item 7, “Management’s Discussion and Analysis of Financial Condition and Results of Operations – Operations—Caution Concerning Forward-Looking Statements” in the Company’s Annual Report on Form 10-K for the fiscal year ended June 30, 2020.2022.

Forward-looking statements in this proxy statement speak only as of the date hereof. The Company does not undertake any obligation to update or release any revisions to any forward-looking statement made herein or to report any events or circumstances after the date hereof or to reflect the occurrence of unanticipated events or to conform such statements to actual results or changes in our expectations, except as required by law.

We are providing our website address in this proxy statement solely for the information of investors. We do not intend the address to be an active link or to otherwise incorporate the contents of the website, including any reports that are noted in this proxy statement as being posted on the website, into this proxy statement or into any of our other filings with the Securities and Exchange Commission.

ii						2022 Proxy Statement

Board Diversity, Independence and Age

The Board is composed of eight talented Directors with diverse skill sets and professional backgrounds, as reflected in their biographies beginning on page 6. For more information about our Directors, including information regarding diversity as required by Nasdaq listing rules, please see the sections titled “Proposal No. 1: Election of Directors” and “Corporate Governance – Director Nomination Process,” as well as “Compensation Discussion and Analysis – Named Executive Officers.”

Diversity		Independence		Age
			2020 Proxy Statement				1

PROPOSAL NO. 1: ELECTION OF DIRECTORS

The Board has nominated seveneight Directors for election at this Annual Meeting to hold office until the next annual meeting or until his or her successor is duly elected and qualified. If, for any reason, any of the Director nominees become unavailable for election, the proxy holders may exercise discretion to vote for a substitute nominee proposed by the Board. The information with respect to principal occupation or employment, other affiliations and business experience was furnished to the Company by the respective Director nominee. The ages shown are as of September 14, 2020.12, 2022. Each of the Director nominees has indicated that he or she will be able to serve if elected and has agreed to do so.

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PROPOSAL NO. 1: ELECTION OF DIRECTORS

			2020 Proxy Statement				7

PROPOSAL NO. 1: ELECTION OF DIRECTORS

8						2020 Proxy Statement

CORPORATE GOVERNANCE

Commitment to Corporate Governance and Compliance Commitment.Ethical Compliance. The Company is committed to maintaining robust governance practices and a strong ethical culture that benefit the long-term interests of our stockholders. The Company, along with the Board, regularly reviews, updates and enhances its corporate governance practices and compliance and training programs, as appropriate, in light of stockholder feedback, changes in applicable laws, regulations and stock exchange requirements, and the evolving needs of the Company’s business. The Company’s corporate governance and compliance practices include:

FOX’s inaugural Political Activities Report outlines the Company’s engagement efforts in six areas of corporate political activity in 2021:

The Company will update the report on an annual basis. The Nominating and Corporate Governance Committee reviews and oversees compliance with the Company’s Political Activities Policy and reviews and oversees the Political Activities Report.

			2022 Proxy Statement				9

CORPORATE GOVERNANCE

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CORPORATE GOVERNANCE

Independent Directors. The Board considers the criteria contained in the definition of “Independent Director” as set forth in the Nasdaq Stock Market (“Nasdaq”) Listing Rule 5605(a)(2) in its determination of whether a Director shall be deemed to be independent of the Company. However, the Board may determine that a Director is not independent for any reason it deems appropriate.

During its review of Director independence, the Board considers all relevant facts and circumstances. The Board considers transactions and relationships between each Director, or any member of his or her immediate family and the Company and its subsidiaries and affiliates. The Board also examines transactions and relationships between the Directors or their affiliates and members of the Company’s senior management or their affiliates. The purpose of this review is to determine whether any such relationships or transactions are inconsistent with a determination that the Director is independent.

As a result of its review, the Board affirmatively determined that Ms. Dias and Messrs. Burck, Carey, Hernandez, Nasser and Ryan are independent of the Company and its management under the standards set forth in the Nasdaq listing rules. A majority of Directors is independent as required under applicable Nasdaq listing rules and by the Statement of Corporate Governance and committee charters.

In making thisthe independence determination with respect to Mr. Hernandez,Burck, the Board considered that Mr. Hernandez also serves on the BoardBurck is a partner of MGM Resorts International.Quinn Emanuel Urquhart & Sullivan, LLP (“Quinn Emanuel”). The Company did not pay any fees to Quinn Emanuel during fiscal 2022. The Company has adopted proceduresno current professional relationship with Quinn Emanuel, nor does it expect to protect sensitive information regarding the Company’s partnership with The Stars Group on sports wagering. For example,enter into any relationship so long as Mr. Hernandez will not receive information about, and will recuse himself from Board deliberationsBurck continues to serve on the operations of The Stars Group partnership. Additional procedures may be adopted in the future as appropriate, and as the business of the Company or MGM Resorts International evolves. As a result,Board. Consistent with Nasdaq listing rules, the Board determined that this matter diddoes not interfere with the independence of Mr. Hernandez.Burck.

Board Leadership Structure. The Board is responsible for establishing and maintaining the most effective leadership structure for the Company. To retain flexibility in carrying out this responsibility, the Board does not have a policy on whether the ChairmanChair of the Board shall be an independent member of the Board. However, pursuant to the Statement of Corporate Governance, if the ChairmanChair is not an independent Director, an independent, non-executive Director shall be elected annually by a majority of the independent, non-executive Directors of the Board as Lead Independent Director. Since March 19, 2019, the date on which the Company became a standalone publicly traded company, Mr. K.R. Murdoch has served as ChairmanChair and Mr. L.K. Murdoch has served as Executive ChairmanChair and Chief Executive Officer.

The independent Directors have elected Mr. Nasser as the Lead Independent Director. As set forth in the Statement of Corporate Governance, the Lead Independent Director’s responsibilities include:

The Board believes that this management and Board leadership structure, combined with the oversight of the Board comprised of a majority of independent Directors, a strong Lead Independent Director with significant responsibilities and the Company’s robust corporate governance policies and procedures, effectively maintains independent oversight of management and is in the best interests of the Company’s stockholders. Having Messrs. K.R. Murdoch and L.K. Murdoch, who each are deeply involved with the Company’s businesses, serve as ChairmanChair and Executive ChairmanChair and Chief Executive Officer, respectively, provides strong leadership to the Board in the execution of the Company’s strategy and facilitates the flow of information between the Board and management.

			20202022 Proxy Statement				11

CORPORATE GOVERNANCE

The Board will reviewreviews its leadership structure at least annually taking into account the responsibilities of the leadership positions and the Directors qualified to hold such positions. In conducting this review, the Board will consider,considers, among other things: (i) the policies and practices in place that provide independent Board oversight; (ii) the Company’s performance and the effect a particular leadership structure may have on that performance; (iii) the structure that serves the best interests of the Company’s stockholders; and (iv) any relevant legislative or regulatory developments.

CEO and Management Succession Planning. The Board, with the assistance of the Compensation Committee, oversees succession planning for the CEO succession planning.and other members of senior management. As set forth in the Statement of Corporate Governance, the Board, in coordination with the Compensation Committee, also sees that the Company has in place appropriate steps to address emergency CEO succession planning in the event of extraordinary circumstances.

As part of the CEO continuity succession planning process, the Chief Executive Officer provides to the Compensation Committee recommendations and evaluations of appropriate candidates and their succession potential to the CEO position.and other senior management positions. The Compensation Committee reviews potential candidates with the Chief Executive Officer or other members of senior management as the Compensation Committee considers appropriate, which review includescovers development needs and developmental progress with respect to specific individuals. Directors engage with potential candidates at Board and committee meetings and periodically in less formal settings to allow personal assessment of candidates by the Directors.candidates. Further, the Compensation Committee periodically reviews the overall composition of the qualifications, tenure and experience of members of senior management. The Lead Independent Director also participates in the Compensation Committee’s evaluation of the performance of the Chief Executive Officer.

The Compensation Committee reports on its succession planning review to the full Board, and the full Board reviews succession planning at least annually at a regularly scheduled Board meeting.

Emergency CEO succession planning enables the Company to respond to an unexpected vacancy in the CEO position while continuing the effective operation of the Company and minimizing any potential disruption or loss of continuity to the Company’s business and operations, including in the case of a major catastrophe.

Stockholder Engagement. The Board values engaging directly with the Company’s stockholders. The Company has participated in several investor conferences and has held numerous meetings with institutional stockholders to discuss various topics, including its financial performance, strategy, corporate governance and executive compensation program. The Company is committed to ongoing engagement with its investors on all matters, including executive compensation, governance, political activities and governance.board diversity. These engagement efforts take place through telephone calls, in-person meetings and correspondence with our investors. For further information, please see “Compensation Discussion and Analysis – Analysis—Engagement with Stockholders and Compensation Committee’s Annual Review of its Compensation Practices.”

Board Oversight of Risk. Risk management is primarily the responsibility of the Company’s management; however, the Board has responsibility for overseeing management’s identification and management of those risks. The Board does not view risk in isolation; it considers risks in making significant business decisions and as part of the Company’s overall business strategy. The Board uses various means to fulfill this oversight responsibility. The

For example, the Board, and its committees as appropriate, regularly discuss and receive periodic updates from the Company’s Chairman,Chair, Executive ChairmanChair and Chief Executive Officer, Chief Operating Officer, Chief Legal and Policy Officer, Chief Financial Officer and other members of senior management regarding significant risks to the Company, including in connection with the annual review of the Company’s business plan and its review of budgets, strategy and major transactions. These discussions include operational, strategic, legal and regulatory, financial, reputational and reputationalsustainability and corporate social responsibility risks, and the plans to address these risks.

EachIn addition, each of the Board’s committees assists the Board in overseeing the management of the Company’s risks within the areas delegated to that committee which thenby providing guidance and reports to the full Board with respect to these risks as appropriate. For example:As described above, during fiscal 2022, the Board updated the charters of its committees to reflect their responsibilities and oversight of various matters. These changes included broadening the Audit Committee’s oversight of major risk exposures beyond financial risk exposures and expanding the responsibilities of the Nominating and Corporate Governance Committee to include oversight of sustainability and corporate social responsibility risks. The Audit Committee is responsible for risks relating to its review ofreviewing the Company’s financial statementspolicies and financial reporting processespractices with respect to risk assessment and cybersecurity;management, including cybersecurity, for overseeing the Company’s major risk exposures and the steps taken to monitor and control them, and for providing guidance to the Board on such matters; the Compensation Committee is responsible for monitoring risks associated with the design and administration of the Company’s compensation programs; and the Nominating and Corporate Governance Committee oversees risk as it relatesrisks relating to the Company’s corporate governance processes.processes and sustainability and corporate social responsibility. Each committee has full access to management, as well as the ability to engage advisors.

The independent Board members also discuss the Company’s significant risks when they meet in executive session without management.

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CORPORATE GOVERNANCE

Statement of Corporate Governance. The Board has adopted a Statement of Corporate Governance that sets forth the Company’s corporate governance guidelines and practices. The full text of the Statement of Corporate Governance may be found on the Company’s website at https://www.foxcorporation.com/corporate-governance/statement-corporate-governance/ and is available in print to any stockholder requesting a paper copy of the document by contactingfrom the Secretary of the Company. Each Director has certified that he or she has reviewed the Statement of Corporate Governance, has complied with it and will comply with it.

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CORPORATE GOVERNANCE

Pursuant to the By-laws, to be timely for the 20212023 Annual Meeting (as defined below), stockholder nominations must be in writing and received by the Company’s Secretary at the Company’s principal executive offices between the close of business5:00 p.m. (New York Time) on July 15, 20216, 2023 and close of business5:00 p.m. (New York Time) on August 14, 2021.4, 2023. Stockholder nominations must contain all information relating to the stockholder and the stockholder nominee as would be required pursuant to the By-laws. For further information, please see “2021“2023 Annual Meeting of Stockholders” below.

Director candidates recommended by stockholders should meet the Director qualifications set forth under the heading “Director Nomination Process.” Director candidates recommended by stockholders who meet these Director qualifications will be considered by the Chair of the Nominating and Corporate Governance Committee, who will present the information on the candidate to the entire Nominating and Corporate Governance Committee. All Director candidates recommended by stockholders will be considered by the Nominating and Corporate Governance Committee in the same manner as any other candidate.

Communication with the Board. Stockholders play an integral part in corporate governance and the Board ensures that stockholders are kept fully informed through:

It is the policy of the Company to facilitate communications of stockholders and other interested parties with the Board and its various committees. Stockholders may raise matters of concern at the annual meetings of stockholders. In addition, any stockholder or other interested party wishing to communicate with any Director, including the Lead Independent Director, any committee of the Board or the Board as a whole, may do so by submitting such communication in writing and sending it by

			2020 Proxy Statement				13

CORPORATE GOVERNANCE

The Audit Committee provides an avenue of communication among management, the independent registered public accounting firm, the corporate auditors and the Board. During fiscal 2020,2022, the Audit Committee held sixseven meetings. The Audit Committee’s report required by the SEC rules is included in this proxy statement under the heading “Report of the Audit Committee.”

The Audit Committee Charter provides that its members shall consist entirely of Directors who the Board determines are “independent” in accordance with the Nasdaq listing rules. The Board determined that each member of the Audit Committee meets the foregoing independence requirements and that each member of the Audit Committee is financially sophisticated in accordance with the Nasdaq listing rules. The Board also determined that Ms. Dias, Mr. Hernandez and Mr. Nasser are “audit committee financial experts” as defined under the SEC rules.

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CORPORATE GOVERNANCE

During fiscal 2020,2022, the Compensation Committee held fivefour meetings. Pursuant to its charter, the Compensation Committee may delegate its authority to one or more subcommittees, members of the Board, the Chair of the Committee or officers of the Company, to the extent permitted by law, as it deems appropriate and in the best interests of the Company. The Compensation Committee has delegated to Messrs. L.K. Murdoch, Nallen and Tomsic the authority to make awards of restricted stock units and stock options, as applicable, within certain prescribed limits to certain eligible persons. Any awards made by Messrs. L.K. Murdoch, Nallen and Tomsic pursuant to this authority are reported to the Compensation Committee on an annual basis. Further discussion of the processes and procedures for the consideration and determination of the compensation paid to the named executive officers is found in the section titled “Compensation Discussion and Analysis.”

Pursuant to its charter, the Compensation Committee has the sole authority to select, retain, oversee, terminate and approve the fees and other retention terms of any compensation consultants, outside legal counsel and any other experts or advisors as the Committee may deem appropriate in its sole discretion.

			2020 Proxy Statement				15

CORPORATE GOVERNANCE

The Nominating and Corporate Governance Committee also makes recommendations to the Board as to determinations of Director independence and conducts an annual self-evaluation for the Board. During fiscal 2020,2022, the Nominating and Corporate Governance Committee held four meetings.

		16	2022 Proxy Statement							2020 Proxy Statement17

CORPORATE CULTURE AND SOCIAL RESPONSIBILITY

The Company delivers unique and compelling storytelling and the finest in news, sports and entertainment. We do this by serving all of our stakeholders, from our viewers and creative partners to our employees, distributors and advertisers, in a principled, transparent, respectful and fair manner. While the Company is technically a new company, weWe are rooted by lessons learned and legacies that go back much further. Our company was built over decades through the energy and ingenuity of many colleagues and leaders. We have defied conventional wisdom and delivered enduring stories and experiences that capture the hearts and minds of audiences.

We undertake our role as a source of news, information, analysis and entertainment as both a responsibility and a privilege. We are purveyors of First Amendment activities and defenders of the U.S. Constitution and its rule of law. WeOur company will remain steadfast and focused on those core values in building a culture of trust, integrity and ethical behavior. FOX is uncompromisingly committed to being neutral arbiters of timely news, and we consider journalistic independence and editorial integrity to be sacrosanct. Through our opinion programming, we contribute to the marketplace of ideas by providing our audiences with the timely news, clear opinion and engaging entertainment theyabout virtually everything people care about – from politics to sports, business to health, natural disasters to uplifting stories of courage, hope and humanity. Through it all we remain steadfast and focused on our core values of trust, integrity and ethical behavior. To that end, theThe Company has adopted and published on our website the Standards of Business Conduct and key policies that further integrity and ethics, –including our zero-tolerance of harassment, discrimination and retaliation, our insider trading and confidentiality policy, our supplier and subcontractor standards titled “Doing Business with FOX,” our human rights statement, our political activities policy and our global anti-bribery and anti-corruption policy and our policy regarding preventing harassment, discrimination and retaliation.policy.

We approach corporate social responsibility as another avenue through which we canway to create value – value by investing in our people, our reputation and our brands; value to our communities and to the neighbors and colleagues we serve; and value in knowing our actions help others and in seeing the impact of our philanthropy. In the spirit of enhancing disclosure to stockholders, we are proud to have published FOX’s inauguralOur third annual Corporate Social Responsibility Report was published in September 2020.August 2022 and is available at https://www.foxcorporation.com/csr-report.

Investment in Our Human Capital Resources

Our approximately 9,000 employees underpin our business success and areworkforce is the creative, strategic and operational engine of ourFOX’s success. We seekhave taken extraordinary actions to care for our employees during COVID-19, and our commitment to grow and support our employees continues on an ongoing and maintainsustained basis as we move forward. We aim to develop our human capital by recruiting a culture of inclusiontalented and innovation, creativity and collaboration, fair reporting and clear opinions, self-expression and storytelling. We are proud to invest in our people throughdiverse workforce, offering competitive paycompensation and benefits, flexibility and support tofostering a healthy work-life balance, work and personal demands, and extensive professional and personalproviding learning and development programs. We also provide a generous benefits package that supports our employees’opportunities for growth, protecting health and wellness, educational endeavorssafety, fostering workplace civility and financial stability. Full-time employees are eligible for medical, dental,inclusion and vision insurance, with access to telemedicine, and freelancers who work a minimum number of hours are also eligible for a medical plan.

All full-time FOX employees who were with the Company on March 19, 2019, the date on which the Company became a standalone publicly traded company, became equity holders. Each of these FOX employees received a grant of equity awards, recognizing the significance of their contributions from the first day of the Company’s existence. This ownership mentality is intended to encourage our entrepreneurial spirit and collegial approach, providingencouraging our employees withto have an environment where they can take creative risks and fulfillimpact in their own professional goals.communities.

FollowingAs of June 30, 2022, we had approximately 10,600 full-time employees. In the outbreak of the COVID-19 pandemic, we have taken several actions to support our employees. For example, we are paying full-time employees’ medical insurance premiums from March 2020 through December 2020 and waiving co-pays for telemedicine. Additionally, we enhanced our Bright Horizons Back-Up Care benefits to help full-time employees with back-to-school transitions and caregiving support while managing remote work and virtual learning. For calendar year 2020, we doubled the number of days, from 20 to 40, that employees can use the service for child or elder care and waived employees’ co-pays from September 2020 through December 2020 so they can use the back-up care benefits at no cost. Our main priority remains the health, safety and well-beingordinary course of our employees,business and consistent with industry practice, we are continuing to take actions to protectalso employ freelance and ensure their well-being, particularly for those reporterstemporary workers who provide important production and journalists who are out in the community informing the country about the COVID-19 pandemic at both the national and local level. For more information, please see “Executive Summary – Our Dedication to Helping Those Impacted by COVID-19.”

Dedication to Diversity and Inclusion

At FOX, we seek to attract the brightest people from a broad spectrum of backgrounds, and webroadcast support encourage, and develop our colleagues to lead the industry forward. Throughout our workplaces, we seek to promote and maintain an environment of civility and respect. We are extremely proudservices. The vast majority of our workforce is based in the United States, and a portion is unionized. We have posted on our corporate website our Employment Information Report (EEO-1), showing the race, ethnicity and gender of our U.S. employees. https://www.foxcorporation.com/eeo-1-data.

Recruitment and Diversity

We are committed to diversity from the very top of the Company. Our Board of Directors requires that minority and the awards we have receivedfemale candidates are presented for our commitment to our workers.

consideration with each Director vacancy. We believe that the more voices in the room and the more diverse the experiences of our colleagues, the better FOX’s internal culture and external programming are. Our diversity enables us to be more reflective of the audiences we reach and enhances

			2020 Proxy Statement				17

CORPORATE CULTURE AND SOCIAL RESPONSIBILITY

We also offer paid internships to build a diverse pipeline of early-career talent and emerging leaders. The FOX Internship Program offers students an exciting opportunity to gain practical experience, participating in real-world projects and seminars on the media industry, technology and professional development. This internship program, which promotes an inclusive environmentruns for 8-10 weeks three times per year, welcomed over 380 students in calendar year 2021 and culture for our colleagueswas listed on Vault’s 2022 “100 Best Internships.” We also partner with disabilities through advocacythe Emma Bowen Foundation, the T. Howard Foundation, the International Television and allyship.

CORPORATE CULTURE AND SOCIAL RESPONSIBILITY

Offeringeligible family members in navigating a wide range of health and insurance-related issues. In addition, we have onsite fitness centers in our New York and Los Angeles worksites. To provide additional support during COVID-19, we paid our full-time employees’ medical insurance premiums from March 2020 through December 2021.

Full-time employees are eligible to receive paid holidays, paid floating holidays, paid vacation, paid sick and safe time, life insurance, accidental death and dismemberment insurance, business travel accident insurance, full salary replacement for up to 26 weeks of short-term disability, basic long-term disability insurance, charitable gift matching, cybersecurity and malware protection for personal devices and an employee assistance program that offers onsite counseling in New York and Los Angeles, as well as smoking cessation and weight management programs. The FOX 401(k) Savings Plan provides employees with a company contribution, and it offers a company match, Roth and post-tax contribution options and catch-up contributions. Finally, FOX also offers employees group discounts in various voluntary benefits such as critical illness insurance, group universal life insurance, auto and home insurance, access to legal services, pet insurance, supplemental long-term disability insurance and student loan refinancing.

Work-Life Balance and Workplace Flexibility

We believe offering our employees flexibility and support tothe tools necessary for a healthy work-life balance work and personal demands empowers them to thrive in our modern workforce. To that end, FOX allows eligible individuals the opportunity to work remotelyon a partially remote (i.e., “hybrid”) or fully remote basis in appropriate circumstances. Our workplaces have lactation roomsWe support these working arrangements by deploying online collaboration tools, offering e-learning courses on effective remote work, providing reasonable office supplies and reimbursing business expenses. The Company also reimburses employees who work on a fully remote basis with a monthly stipend for our new mothersbusiness expenses (including mobile or other devices, Internet and ourelectricity). Where appropriate, we provide technology and mobile communication devices, tailored to employee duties.

Our parental leave policy allows eligible new parents to bond with their children for a substantial period with full pay.pay, and our workplaces have lactation rooms for our new mothers. We provide onsite subsidized childcare to full-time employees at the Los Angeles FOX Child Care Center. In addition, we offer backup child, adult, and elder care, as well asand return-to-work care. For calendar years 2021 and 2022, we doubled the number of days that employees may use the backup care service from 20 to 40 days per year, and we also allow employees to use their backup care benefits for virtual tutoring.

Learning and Development

FOX offers employees multiple learning and development programs, including tuition reimbursement, management and leadership development, online and on-demand e-learning, live webinars and assessment tools. Our annual MentorMatch program provides junior employees with the tools and resources to grow their careers through relationship-building and networking. We also provides reasonable accommodations toidentify key individuals for ongoing talent management, retention and succession planning. Within FOX News Media and FOX Television Stations, we deliver specialized training on the basisFirst Amendment, defamation, privacy, infringement and other newsgathering and reporting topics to educate employees on these principles and provide advice on best practices.

Health and Safety

FOX is committed to protecting the health, safety and working environment of disability, pregnancy, childbirth,our employees, clients and neighbors. Our Environmental Health and Safety (“EHS”) Management Program manages risks by implementing proactive, practical and feasible controls into daily work activities. FOX’s EHS program works to continuously improve its performance through preventive measures, correcting hazards or related medicaldangerous conditions religious beliefs, and victimsminimizing the environmental impact of domestic violence, sexual assaultour activities. The FOX Global Security team oversees the Company’s security and stalking.emergency response efforts. The team proactively monitors, reports and responds to potential and actual threats to people, physical assets, property, productions and events using a number of tools, including advanced technology, active training programs and risk assessment and management processes.

Promoting and MaintainingWorkplace Civility and Respect in the WorkplaceInclusion

Trust begins in the workplace every single day. We are committed to fostering a working environment of trust for our colleagues, in which people do their best work. Harassment, discrimination, retaliation and threats to health and safety all undermine our working environment of trust and make it harder for people to excel. Therefore, it is our policy to provide a safe work environment free from this or any other unlawful conduct.

Creating and maintaining an environment free of discrimination orand harassment begins at the highest leadership level of the Company and is embedded throughout theour policies and practices at FOX.practices. The FOX Standards of Business Conduct together withand the Preventing Harassment, Discrimination and Retaliation Policy, provide the Company with awhich are posted on our website, create our framework for handling discrimination and harassmentaddressing complaints and taking remedial measures ifas needed. These policies offer multiple complaint channels, including a

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CORPORATE CULTURE AND SOCIAL RESPONSIBILITY

third-party managed hotline that allows for anonymous reporting of concerns. In addition, all new hires must complete training on the Preventing Harassment, Discrimination and Retaliation Policy, as well as compliance and business ethics, and existing employees must complete the training periodically.

FOX also facilitates nine Employee Resource Groups, which are formed around shared identity, interests or pursuits for the purpose of advancing careers, forming a more inclusive workplace community and fostering a sense of belonging:

Maintaining a work environment where employees can thrive, advance and feel included is one of our top priorities at FOX. To that end, FOX developed and launched BE INCLUDED, a toolkit-building series of learning modules and open forum discussions to enable employees to create deeper workplace connections and support colleagues in cultivating an inclusive workplace.

As a result of these and other efforts, many outside organizations have recognized FOX for our deep commitment to inclusion and diversity. For example:

Community Impact

FOX employees are deeply engaged in their communities. Nowhere is that more evident than through the commitment and involvement of our colleagues who volunteer their time, share their talents and contribute to worthy causes through our philanthropic platform, FOX Forward. Through volunteer opportunities and service projects, FOX employees support community groups, veterans services organizations, local schools and families in need, and we encourage our colleagues to donate their time and resources to change-making organizations. Over the course of fiscal 2022, across all FOX businesses, our giving programs generated over $8 million in impact to local communities.

Among this year’s initiatives, FOX and its employees across the Company determines that there has been a violationsupported military veterans, first responders and their families by partnering with U.S. VETS to champion their Make Camo Your Cause campaign, the Tunnel to Towers Foundation and the Elizabeth Dole Foundation’s Hidden Heroes campaign. FOX continued to serve as an Annual Disaster Giving Program partner for the American Red Cross, while also making two additional donations of $1 million each to the Company’s policies against such conduct.

Our Standards of Business Conduct expressly state that FOX seeks to ensure that the workplace “is free of bullyingSouthern and harassment, whether the harassment is sexualMidwest Tornadoes Campaign and humanitarian relief efforts in nature, or is based on an employee’s sex, race, religion, disability, or any other characteristic protected by applicable law.” It further makes clear that it is our policy to “investigate promptly and thoroughly any FOX colleague complaint of discrimination or harassment, and to take remedial measures, if FOX determines that there has been a violation of FOX’s policy against such conduct.”

We are also committed to maintaining a workplace that treats all employees with dignity and respect, and is free from all forms of harassment, discrimination, and retaliation. Our anti-discrimination policy prohibits discrimination against and harassment of individuals on the basis of a person’s actual or perceived race, religious creed, color, national origin, ancestry, citizenship, age, physical disability, mental disability, medical condition, genetic information, marital status, family status, caregiver status, sex (including pregnancy status, childbirth, breastfeeding, and related medical conditions), gender, gender identity, gender expression, sexual orientation, sexual and reproductive health choices, hair texture or hairstyles, military or veteran status, political affiliation, arrest or conviction record, union membership, unemployment status, credit history, status as a victim of domestic violence, stalking, or sexual offenses, or any other legally protected characteristic.Ukraine.

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CORPORATE CULTURE AND SOCIAL RESPONSIBILITY

Investment inFOX also sponsored the Communities We ServeLos Angeles Food Bank’s Backpack Program for underserved students experiencing food insecurity, while supplementing the arts and media education at twelve local Los Angeles public schools through the FOX for Students program. In December 2021 alone, the FOX Forward Holiday giving program raised over $450,000 to lift up our local community members during an especially difficult year.

FOX is deeply engaged inAs part of the Company’s commitment to give back to the communities in which we operateits employees live and in whichwork, our FOX Giving program matches contributions made by regular full-time employees live. FOX’s media portfolio serves as a unique asset that allows us to amplify our impact and focus our mission. FOX approaches community involvement in several ways, including volunteering, employee engagement and community outreach, philanthropy and partnerships, and programming and amplification.

During fiscal 2020,Heroes, Los Angeles County High School for the Company conducted impactful work acrossArts Foundation, The Emma Bowen Foundation and the Boys & Girls Clubs of America, while also creating additional impact in our platforms to give back to our audiencescommunities through efforts such as FOX Sports Supports, FOX Entertainment’s #TVForAll, FOX Television Stations’ Holiday Community Giving Campaigns and communitiesFOX News Media’s support of Answer the Call, the New York Police and provide our viewers with the information to better understand the COVID-19 pandemicFire Widows’ and its impact on a national and local level. For a description of these many efforts, please see “Executive Summary – Our Dedication to Helping Those Impacted by COVID-19.”Children’s Benefit Fund.

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PROPOSAL NO. 2: RATIFICATION OF SELECTION OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

Subject to stockholder ratification, the Audit Committee has selected Ernst & Young LLP (“EY”) as the Company’s independent registered public accounting firm to audit the books and accounts of the Company for the fiscal year ending June 30, 2021.2023. EY alsohas audited the books and records of the Company in the fiscal year ended June 30, 2020 and audited the books and records of 21CF since the fiscal year ended June 30, 2002.2018. A representative of EY is expected to be present at the Annual Meeting to respond to appropriate questions and will be given the opportunity to make a statement if the representative desires to do so.

Fees Paid to Independent Registered Public Accounting Firm

The Audit Committee is responsible for the appointment, compensation, retention and oversight of the independent registered public accounting firm. Accordingly, the Audit Committee has appointed EY to perform audit and other permissible non-audit services for the Company and its subsidiaries. The Company has formal procedures in place for the pre-approval by the Audit Committee of all services provided by EY. These pre-approval procedures are described below under “Audit Committee Pre-Approval Policies and Procedures.”

The description of the fees for professional services rendered to the Company and its subsidiaries by EY for the fiscal years ended June 30, 20202022 and June 30, 20192021 is set forth below.

Audit Committee Pre-Approval Policies and Procedures

The Audit Committee has established policies and procedures under which all audit and non-audit services performed by the Company’s independent registered public accounting firm must be approved in advance by the Audit Committee. The Audit Committee’s policy provides for pre-approval of audit, audit-related, tax and certain other services specifically described by the Audit Committee on an annual basis. In addition, individual engagements anticipated to exceed pre-established thresholds, as well as certain other services, must be separately approved. The policy also provides that the Audit Committee can delegate pre-approval authority to any member of the Audit Committee provided that the decision to pre-approve is communicated to the full Audit Committee at its next meeting. The Audit Committee has delegated this responsibility to the Chair of the Audit Committee. Management has also implemented internal procedures to ensure compliance with this policy. As required by the Sarbanes-Oxley Act, all audit and non-audit services provided in the fiscal years ended June 30, 20202022 and June 30, 20192021 have been pre-approved by the Audit Committee in accordance with these policies and procedures. The Audit Committee also reviewed the non-audit services provided by EY during the fiscal years ended June 30, 20202022 and June 30, 2019,2021, and determined that the provision of such non-audit services was compatible with maintaining the auditor’s independence.

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REPORT OF THE AUDIT COMMITTEE

The following Report of the Audit Committee shall not be deemed to be soliciting material or to be filed with the SEC under the Securities Act or the Exchange Act or incorporated by reference in any document so filed.

In accordance with its written charter, the Audit Committee assists the Board in its oversight of:

The Audit Committee provides an avenue of communication among management, the independent registered public accounting firm, the corporate auditors and the Board. Management has the primary responsibility for the preparation of the Company’s financial statements and the reporting process, including the system of internal control over financial reporting. The independent registered public accounting firm has the responsibility for the audit of those financial statements and internal control over financial reporting. The Audit Committee is directly responsible for the appointment and oversight of our independent registered public accounting firm, including review of their qualifications, independence and performance and their compensation.

A discussion of the Audit Committee’s composition is included in this proxy statement in the section titled “Committees and Meetings of the Board of Directors.”

In discharging its oversight responsibility as to the audit process, the Audit Committee (i) obtained from the independent registered public accounting firm a report describing all relationships between the independent registered public accounting firm and the Company that might bear on the independent registered public accounting firm’s independence and affirming its independence consistent with applicable requirements of the Public Company Accounting Oversight Board regarding the independent accountant’s communications with the Audit Committee concerning independence, (ii) discussed with the independent registered public accounting firm, which documented the discussion, any relationships that may impact the firm’s objectivity and independence, and (iii) considered whether the non-audit services provided to the Company by EY are compatible with maintaining the accountants’ independence. The Audit Committee reviewed with both the independent registered public accounting firm and the corporate auditors their identification of audit risks, audit plans and audit scope. The Audit Committee discussed with management, the independent registered public accounting firm and the corporate auditors the corporate audit function’s organization, responsibilities, budget and staffing.

The Audit Committee also discussed and reviewed with the independent registered public accounting firm all communications required by generally accepted auditing standards, including those described in Auditing Standards No. 1301, “Communication with Audit Committees,” as adopted by the Public Company Accounting Oversight Board. The Audit Committee met with each of the independent registered public accounting firm and the corporate auditors, both with management present and separately with each in private sessions without management present, to discuss and review the results of the independent registered public accounting firm’s audit of the financial statements, including the independent registered public accounting firm’s evaluation of the accounting principles, practices and judgments applied by management, the results of the corporate audit activities and the quality and adequacy of the Company’s internal controls.

The Audit Committee discussed the interim financial information contained in each of the quarterly earnings announcements with Company management and the independent registered public accounting firm. The Audit Committee also reviewed the audited financial statements of the Company as of and for the fiscal year ended June 30, 20202022 with management and the independent registered public accounting firm.

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REPORT OF THE AUDIT COMMITTEE

The Audit Committee met with members of management, the independent registered public accounting firm and the corporate auditors to review the fiscal 20202022 certifications provided by the Chief Executive Officer and the Chief Financial Officer under the Sarbanes-Oxley Act, the respective rules and regulations of the SEC and the overall certification process. At these meetings, management reviewed with the Audit Committee each of the Sarbanes-Oxley Act certification requirements including whether

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CERTAIN RELATIONSHIPS AND RELATED-PARTY TRANSACTIONS

Arrangements between the Company and Directors or Director-Related Persons or Entities

Directors of the Company and Directors of its related parties, or their Director-related entities, conduct transactions with subsidiaries of the Company that occur within a normal employee, customer or supplier relationship on terms and conditions that are believed to be no more favorable than those with which it is reasonable to expect the entity would have adopted if dealing with the Director or Director-related entity in the ordinary course of business.

Pursuant to the stockholders agreement entered into on November 6, 2019 by and between the Company and the Murdoch Family Trust, the Company paid fees and expenses incurred by the Murdoch Family Trust in connection with the agreement, in the aggregate amount of $843,000. The payments were approved by the independent Directors.

Policy for Evaluating Related Party Transactions

The Audit Committee has established written procedures for the review, approval or ratification of related party transactions. Pursuant to these procedures, the Audit Committee reviews and approves (i) all related party transactions when and if required to do so by applicable rules and regulations, (ii) all transactions between the Company or any of its subsidiaries and any of the Company’s executive officers, Directors, Director nominees, Directors emeritus or any of their immediate family members and (iii) all transactions between the Company or any of its subsidiaries and any security holder who is known by the Company to own more than 5% of any class of the Company’s voting securities or any immediate family members of such security holder, other than transactions (i) that have an aggregate dollar amount or value of less than $120,000 (either individually or in combination with a series of related transactions) or (ii) where a related party has an indirect interest solely as a result of being (a) a Director or, together with all other related parties, a less than 10% beneficial owner of an equity interest in another entity, or both, or (b) a limited partner in a partnership in which the related party, together with all other related parties, has an interest of less than 10%. All of the transactions described in this section that are subject to the Audit Committee’s policies and procedures described above are reviewed and approved or ratified by the Audit Committee of the Board in accordance with such policies and procedures.

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PROPOSAL NO. 3: ADVISORY VOTE TO APPROVE NAMED EXECUTIVE OFFICER COMPENSATION

As required pursuant to Section 14A of the Exchange Act, the Company provides our stockholders the opportunity to vote, on an advisory, nonbinding basis, on whether to approve named executive officer compensation.

As described in detail in the “Compensation Discussion and Analysis,” the Compensation Committee seeks to closely align the interests of our named executive officers with the interests of the Company’s stockholders. The Company’s executive compensation program is designed to attract, retain and motivate top executive talent, and support both short-term and long-term growth for stockholders.

The Board recommends that stockholders indicate their support for the Company’s compensation of its named executive officers. The vote on this resolution, commonly known as a “say on pay” resolution, is not intended to address any specific element of compensation but rather the overall named executive officer compensation program as described in this proxy statement. Although this vote is advisory and not binding on the Company or the Board, the Compensation Committee, which is responsible for developing and administering the Company’s executive compensation philosophy and program, will consider the results as part of its ongoing review of the Company’s executive compensation program.

Accordingly, we ask our stockholders to vote on the following resolution:

“RESOLVED, that the Company’s stockholders approve, on an advisory basis, the compensation of the Company’s named executive officers, as disclosed in the Company’s proxy statement for the 20202022 Annual Meeting of Stockholders pursuant to the compensation disclosure rules of the SEC, including the Compensation Discussion and Analysis, the fiscal year ended June 30, 20202022 Summary Compensation Table and the other related tables and disclosure.”

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COMPENSATION DISCUSSION AND ANALYSIS

FOX became a standalone publicly traded company on March 19, 2019, when 21CF distributed, on a pro rata basis, all the issued and outstanding common stock of the Company to 21CF stockholders. In connection with the Transaction, the Company was formed with a focused portfolio of domestic media assets in live news, sports and entertainment programming, including leading brands FOX News Media, FOX Sports, FOX Entertainment and FOX Television Stations. The remaining 21CF assets were acquired by Disney in connection with the Disney Merger.

Named Executive Officers

To lead the CompanyThe Board and Compensation Committee believe FOX is best served by relying on a pathlean group of growthexecutives that have significant cross-functional responsibilities and success,are charged with performing multiple roles. To that end, the Board and the Compensation Committee recruited an accomplished group of senior executives to manage the growth of one of the country’s leading news, sports and entertainment companies in a fast-changing competitive environment. Each of our named executive officers brings institutional knowledge, breadth of expertise and unique leadership talent to the Company. Additionally, our named executive officers have significant cross functional responsibilities.

This Compensation Discussion and Analysis, together with the tables and accompanying descriptions that follow, provides a comprehensive explanation of our compensation design principles and the compensation awarded to or earned by the individuals listed below, who are our named executive officers for fiscal 2020:2022:

Engagement with Stockholders and Compensation Committee’s Annual Review of its Compensation Practices

At the 2019 Annual Meeting of Stockholders, the Company’s stockholders voted to approve, on an advisory basis, the compensation of our named executive officers as described in the Company’s 2019 proxy statement. The Company’s 2019 executive compensation program received the support of 70.9% of the votes cast. Our Board and our Compensation Committee carefully considered the results of the 2019 say-on-pay vote and senior management engaged with every stockholder who accepted an invitation to speak with us.

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COMPENSATION DISCUSSION AND ANALYSIS

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COMPENSATION DISCUSSION AND ANALYSIS

The table above represents amounts approved by the Compensation Committee for fiscal 2022. The aggregate cost of our fiscal 2022 target total direct named executive officer compensation is approximately the 51^st percentile of our Peer Group (as defined below), which the Compensation Committee believes appropriately balances our need to engage an elite group of executives and our need to provide value to our stockholders. For further information, please see “Use of Information on Peer Companies and Industry Trends” below.

Fiscal 2022 Business and Management Review

FOX once again delivered strong operational and financial results for its third consecutive full fiscal year as a standalone, publicly traded company. FOX focuses on producing and distributing quality live news, sports and entertainment content that engages and informs audiences, deepens consumer relationships and creates more compelling product offerings through its primary iconic brands, including FOX News Media, FOX Sports, FOX Entertainment and FOX Television Stations, and leading AVOD service TUBI. FOX also continued to focus on its growth in fiscal 2022, investing in both organic initiatives and inorganic opportunities, while delivering meaningful returns of capital to stockholders.

During the fiscal year, FOX continued to reach and, in some cases, exceed its strategic goals, all pursuant to its fundamental priorities of delivering quality live and on-demand programming to large and engaged audiences, securing value for its market-leading brands and content and positioning itself for long-term growth. Fiscal 2022 highlights include:

Other fiscal 2020 highlights include the following actions and initiatives:

Despite the impact of COVID-19 on our business, the performance of our brands and content reinforce our belief that we will emerge from the pandemic in a position of strength. We believe that our brands’ achievements combined with our strong balance sheet provide the financial strength to navigate through the near-term impacts of the pandemic and provide us with a strong financial and operating platform to invest in growth in the years ahead.

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COMPENSATION DISCUSSION AND ANALYSIS

Our Dedication to Helping Those Impacted by COVID-19

The outbreak of the COVID-19 pandemic has resulted in widespread and continuing negative impacts on the macroeconomic environment and our businesses. FOX is mindful of the impact of the pandemic not only on our company but all our stakeholders, including our stockholders, our employees, our viewers, our business partners and the communities we serve.

We believe that as a company we have a responsibility to help each other and those in need and have conducted impactful work across our platforms to give back to our audiences and communities and provide our viewers with the information to better understand the COVID-19 pandemic and its impact on a national local level:

Other fiscal 2022 highlights include the following actions and initiatives:

In addition to these efforts, we are also working closely with our business partners to provide them with flexibility to navigate the economic effects of the COVID-19 pandemic. We value these long-term business relationships and are working to help ensure the health and sustainability of their businesses and brands.

FOX is focused on protecting the health of our employees, providing essential news, information and entertainment to our audiences, giving back to our communities and supporting our business partners, all while bolstering the strength of our company in order to best address the challenges ahead. We are monitoring the evolving impact of the COVID-19 pandemic on our business, adjusting the way we operate in the near-term, communicating with our partners, and evaluating our longer-term models, to ensure that we maintain the strength of FOX for the future.

Use of Information on Peer Companies and Industry Trends

A competitive compensation program is essential to attract and retain talented executives with the requisite skills and experience to successfully manage the Company’s businesses. The Company competes to recruit and retain executives against a relatively small number of large, complex, diversified and publicly traded broadcasting, cable and satellite, and movie and entertainment companies. The Compensation Committee considers the compensation practices of a peer group of companies (the “Peer Group”), FOX’s performance relative to the performance of members of the Peer Group, as well as evolving broad market practices to ensure that it remains informed when making compensation decisions. Because of the complex mix of industries and markets in which the Company operates, the Compensation Committee does not target any element of compensation or total compensation to a specific range within the Peer Group. The goal of the Compensation Committee is to provide total compensation packages that are competitive with prevailing practices in our industry and in the geographic markets in which the Company conducts business andare reflective of FOX’s performance in our industry relative to the Peer Group.

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COMPENSATION DISCUSSION AND ANALYSIS

In addition, the Compensation Committee approvedconsidered the following changescost to FOX for the compensation provided to our named executive officers in the aggregate, relative to the aggregate cost of the top five executives of our Peer Group:Group. In light of FOX’s unique named executive officer structure, the replacement of CBS and Viacom with ViacomCBS Inc. following their merger; the removal of Activision, Electronic Arts and Omnicom;cross-functional roles assumed by each named executive officer and the additionsignificant tenure and history of Live Nation Entertainment, Inc. (“Live Nation”) and AMC Networks Inc. (“AMC”). As a resultmany of these changes,our named executive officers, the Compensation Committee believes that evaluating the aggregate cost of compensation paid to our named executive officers relative to the aggregate cost borne by the Peer Group appropriately assesses FOX’s compensation expenditures while avoiding comparisons among individual named executive officers that may not align with their roles or contributions to our business. While the Compensation Committee does not target the aggregate cost of named executive officer compensation to a specific range within the Peer Group, the aggregate cost of our fiscal 2022 target total direct named executive officer compensation is comprisedapproximately the 51^st percentile of AMC, Charter, Comcast, Discovery, Disney, Liberty Global, Live Nation, MSG, Netflix, Nexstar, Sinclair, Sirius XMour Peer Group, which the Compensation Committee believes appropriately balances our need to recruit, retain and ViacomCBS Inc.motivate an elite group of executives and our need to provide value to our stockholders.

Elements of Compensation

The key elements of our executive compensation program for our named executive officers consist ofare base salary; annual incentive compensation that is based on an evaluation of Company, individual and group performance; long-term incentive awards that are broadly consistent with peer practice; and retirement benefits. In establishing the elements of our named executive officers’ compensation, the Compensation Committee considered each named executive officer’s management experience, cross-functional duties and responsibilities with the Company; each named executive officer’s duration of service to the Company and 21CF,21CF; the industry and peer group in which the Company competes for talent; and, in certain instances, the compensation required to recruit and retain the named executive officer into a role with the Company. For fiscal 2020, 87%2022, 85% of the Chief Executive Officer’s target total direct compensation and over 80%78% of all named executive officers’ target total direct compensation was “at risk.”

Base Salary

One element of compensation needed to attract and retain an employee in any organization is base salary. Base salary is the fixed element of a named executive officer’s annual cash compensation and does not vary with performance. The base salary provided for by the respective employment agreements of Messrs. L.K. Murdoch, Nallen, Dinh and Tomsic, and the base salary for Mr. K.R. Murdoch, were approved by the Compensation Committee in the context of each named executive officer’s particular position; the responsibilities associated with that position; his experience, expertise, knowledge and qualifications; market factors; the industry in which we operate and compete; recruitment and retention factors; and the Company’s overall compensation principles.

As part of the Company’s actions to address the COVID-19 pandemic and the resulting effect on its business, operations and employees, on April 22, 2020, the named executive officers voluntarily agreed to forgo 100% of their base salaries from May 1, 2020 until September 30, 2020. This action reduced their aggregate base salaries by $6 million ($2.3 million during fiscal 2020) and reduced their aggregate total target compensation by 9% (4% during fiscal 2020).

Set forth below are the base salaries for each of the named executive officers for fiscal 2020.2022.

The Compensation Committee annually reviews the base salary of each of the named executive officers, subject to the terms of any applicable employment agreements. Base salary may be adjusted if the Compensation Committee determines that an adjustment is warranted or that a different mix of compensation elements may more appropriately compensate the individual named executive officer in light of the Company’s compensation objectives. Other than the Voluntary Base Salary Reductions described above, thereThere were no base salary changes for our named executive officers infor fiscal 2020.

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COMPENSATION DISCUSSION AND ANALYSIS

The Compensation Committee approved the framework forthoroughly reviewed the fiscal 20202022 annual non-equity incentive compensation program (the “Annual Incentive Compensation”). The and, following this review, the Compensation Committee elected not to change the performance metrics under which the fiscal 2022 Annual Incentive Compensation would be assessed. Consistent with the prior fiscal year, the Compensation Committee determined that 75% of the fiscal 2022 Annual Incentive Compensation would be based on the Company’s achievement of Adjusted EBITDA¹² versus the budgeted Adjusted EBITDA goal, and 25% of the Annual Incentive Compensation would be based on qualitative factors, including each named executive officer’s contributions to the Company’s financial and non-financial objectives, individually and as a group. The Compensation Committee believes that Adjusted EBITDA is widely used by investors and stockholders to measure the Company’s performance and is a material driver in stockholder returns and therefore is the appropriate quantitative metric against which our named executive officers’ performance should be assessed. The target range of the Adjusted EBITDA metric established by the Compensation Committee is designed to drive total stockholder return for our stockholders by providing our named executive officers with rigorous, but achievable, short-term Company performance metrics.

In connection with the increased ability to forecast the Company’s Adjusted EBITDA metrics following the pandemic-related uncertainty in fiscal 2021, the Compensation Committee reverted to the pre-pandemic threshold and maximum performance goals for the fiscal 2022 target Adjusted EBITDA. The Compensation Committee also determinedCommittee’s determination of the following performance levels for the achievement of the financial performance metric are reflected in the table below, with performance that falls between the specified performance levels to be calculated on a linear basis:

The Compensation Committee approved the following target and maximum Annual Incentive Compensation opportunities for each named executive officer for fiscal 2020.2022.