NEW YORK TIMES CLASS A (NYT)
Sector: Communication
2026 Annual Meeting Analysis
NEW YORK TIMES CLASS A · Meeting: April 22, 2026
Directors FOR
13
Directors AGAINST
0
Say on Pay
FOR
Auditor
FOR
Director Elections
Election of Directors
Independent director with strong technology and digital business expertise; no overboarding, attendance, or TSR concerns — NYT's 3-year return of +124% outperforms the sector ETF by about 4 percentage points, well below any underperformance trigger.
Independent director with extensive financial and public policy experience from nearly 40 years at Ernst & Young; no policy triggers fire and the company's stock performance during her tenure since 2021 has been strong.
Independent director and Compensation Committee chair with deep digital media and CEO experience; long-tenured since 2012 with no overboarding issue (two outside boards) and stock performance well above the underperformance threshold.
Independent director with strong financial and investment management expertise; serves on two other public boards (Nike and Ryan Specialty Group) which is within the policy limit, and no TSR trigger fires.
Independent director with deep product and technology experience; joined in 2021 and the company has significantly outperformed its sector benchmark during his tenure.
Independent director, Presiding Director, and Audit Committee chair with substantial CFO-level financial expertise; strong qualifications and no policy triggers fire.
Non-independent, non-employee director and Ochs-Sulzberger family trustee; no overboarding, attendance, or TSR triggers apply, and his family alignment with long-term stewardship of the company is the stated basis for his appointment.
Non-independent director who joined in 2024 and is therefore exempt from the TSR trigger under the 24-month new-director exemption; her qualifications are primarily tied to family stewardship of the Ochs-Sulzberger Trust.
CEO and executive director since 2020; the company's 3-year total return of +124% slightly outperforms the sector ETF benchmark (+120%), so the TSR underperformance trigger does not fire, and her operational leadership has delivered strong subscriber and revenue growth.
Non-independent employee director and Ochs-Sulzberger family member serving as Vice Chair and Publisher of The Athletic; no TSR trigger fires and his deep operational knowledge of the company's digital products is a relevant qualification.
Independent director with strong CFO-level financial expertise at consumer and media companies; joined in 2023 and is within the 24-month new-director exemption window, and her audit committee financial expert designation is well-supported.
Chairman, Publisher, and Ochs-Sulzberger family member serving as an executive director since 2018; the company's 3-year TSR of +124% outperforms the sector ETF, so no TSR trigger fires, and his role in driving the company's digital subscription strategy is a clear qualitative contribution.
Independent director since 2015 with extensive digital consumer marketing expertise; no overboarding, attendance, or TSR underperformance triggers apply.
All 13 directors are recommended FOR. The company's 3-year total return of approximately +124% outperforms the Communication Services sector ETF benchmark by roughly 4 percentage points, so no TSR underperformance trigger fires for any director. All directors met the 75% meeting attendance threshold in 2025. No director holds four or more public board seats. The board includes several Ochs-Sulzberger family members who are non-independent, which reflects the company's controlled dual-class structure, but the board maintains a majority of independent directors and fully independent audit, compensation, and nominating committees.
Say on Pay
✓ FORCEO
Meredith Kopit Levien
Total Comp
$8,862,362
Prior Support
N/A
CEO Meredith Kopit Levien received total compensation of approximately $8.9 million in 2025, which is reasonable for the CEO of a $12.9 billion market cap media company. The pay structure is strongly performance-oriented — approximately 88% of the CEO's target compensation is variable, well above the 50-60% minimum threshold, and incentive awards are tied to measurable financial metrics including adjusted operating profit, total revenue, and relative total shareholder return over multi-year periods. The company's 3-year stock return of +124% modestly outperforms the sector benchmark, and above-target incentive payouts at 149% of target reflect genuine above-target financial performance, including 156% payout on the financial component of annual incentives and strong long-term performance award results — all consistent with pay-for-performance alignment.
Auditor Ratification
✓ FORAuditor
Ernst & Young LLP
Tenure
N/A
Audit Fees
$2,760,525
Non-Audit Fees
$531,542
Non-audit fees (tax fees of $451,542 plus other fees of $80,000, totaling $531,542) represent approximately 19% of audit fees of $2,760,525, which is well below the 50% threshold that would raise independence concerns. No material restatements were disclosed, and Ernst & Young is a Big 4 firm appropriate for a company of NYT's size and complexity. Auditor tenure was not disclosed in the filing, so per policy the tenure trigger does not fire.
Overall Assessment
The 2026 NYT annual meeting ballot contains three proposals: election of 13 directors, ratification of Ernst & Young as auditor, and an advisory say-on-pay vote. All three proposals receive a FOR recommendation — the company has delivered strong stock performance over the past three years, pay is well-structured with meaningful performance conditions, and the auditor fee ratio raises no independence concerns.