Just about all of the top News Corp execs took a cut for the year that ended in June, even though the stock appreciated 33.2%. (The notable exception in the group is Fox News chief Roger Ailes, who was +35.4% to $21.1M including $4.1M in stock awards.) The company says in a proxy just filed at the SEC that in determining compensation the board considered the UK hacking and bribery scandals “including the closure of The News of the World, costs and expenses for the investigations, litigation and civil settlements, and the withdrawal of the proposal to acquire BSkyB.” But it also decided to base bonuses on a profit figure that doesn’t include the $224M in company payments to deal with the investigations. And for Deputy COO James Murdoch the Compensation Committee was “mindful” of his “decision to decline his entire fiscal 2011 annual bonus in light of the issues surrounding The News of the World and acknowledged that he was already adversely economically impacted by the U.K. and related investigations.”
Rupert Murdoch‘s $30M package includes $8.1M salary, $10.4M bonus, $3.5M in stock awards, $7.6M for pension and deferred compensation, and $384,611 in other compensation. COO Chase Carey follows with $24.8M, -17.9%. On paper, James Murdoch’s $16.8M is -6% — but since he didn’t take his $6M bonus, it’s actually +41%. Ailes’ package includes $67,773 for personal security and $155,091 for personal use of a corporate car — far more than any other exec received.
In addition to the compensation information, the company says that it will ask shareholders at the October 16 annual meeting in Los Angeles to elect two new directors: Elaine Chao, who was Secretary of Labor under President George W. Bush, and the former President of Columbia, Alvaro Uribe. They will replace Andrew Knight and John Thornton, who will retire from the board. Former General Counsel Arthur Siskind will become Director Emeritus, enabling him to attend meetings but without a vote. The company will classify Uribe and Chao as “independent” directors — even though Chao was a paid Fox News contributor and the News America-FOXPAC political action committee and some company officers made relatively minor donations over the last three years to Chao’s husband, Senate Minority Leader Mitch McConnell.