Pay vs Performance Disclosure - USD ($)
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12 Months Ended |
Jun. 30, 2023 |
Jun. 30, 2022 |
Jun. 30, 2021 |
Pay vs Performance Disclosure [Table] |
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Pay vs Performance [Table Text Block] |
PAY VERSUS PERFORMANCE
As required by Section 953(a) of the Dodd-Frank Act and Item 402(v) of Regulation S-K, we
are providing the following information about the relationship between “compensation actually paid” (“CAP”) to our principal executive officer (“PEO”) and other NEOs (“Non-PEO NEOs”), as calculated from total amounts reported in the “Summary
Compensation Table” (the “SCT Totals”) and certain financial performance of the Company and certain of our peers.
CAP and the SCT Totals are amounts determined in accordance with
Item 402 of Regulation S-K under the Exchange Act and DO NOT reflect the actual amount of compensation earned by or paid to our executives during the applicable fiscal years. See the “—CEO Realized Pay Table”
below for more information on actual compensation paid to the CEO. For further information on the Company’s pay for performance philosophy and how we align executive compensation with our performance, refer to the “Compensation
Discussion and Analysis,” which begins on page 32.
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2023
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$19,277,292
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$25,602,906
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$5,630,497
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$6,952,622
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$175
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$176
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$105
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$187
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$1,529
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2022
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$19,662,203
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$4,529,517
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$6,243,099
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$2,896,841
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$140
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$142
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$103
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$760
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$1,807
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2021
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$23,024,845
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$57,930,666
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$6,502,481
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$15,403,077
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$226
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$212
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$149
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$389
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$1,304
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(a)
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The PEO was Mr. Thomson
and the Non-PEO NEOs were Mr. K.R. Murdoch, Ms. Panuccio and Mr. Pitofsky for all fiscal years shown.
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(b)
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The following tables describe the adjustments made to calculate CAP from the SCT Totals. Pursuant to the applicable rules, the
amounts in the “Stock Awards” and “Change in Pension Value and Nonqualified Deferred Compensation Earnings” columns from the “Summary Compensation Table” (the “SCT”) are subtracted from the SCT Totals and the values reflected in the
tables below are added or subtracted, as applicable:
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SCT Total for PEO
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$19,277,292
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$19,662,203
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$23,024,845
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“Change in Pension Value and Nonqualified Deferred
Compensation Earnings” reported in the SCT
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—
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—
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(523,259)
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“Stock Awards” reported in the SCT
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(10,380,976)
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(8,031,023)
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(9,113,642)
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Change in fair value from prior fiscal year end to vesting
date of awards granted in prior fiscal years that vested during the fiscal year
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2,276,919
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(1,862,833)
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2,257,099
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Change in fair value from prior to current fiscal year end of
awards granted in prior fiscal years that were outstanding and unvested as of fiscal year end
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5,551,420
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(9,943,828)
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28,048,338
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Fair value as of fiscal year end of awards granted during
fiscal year that remain unvested
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8,878,251
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4,704,998
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14,237,285
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Total adjustments
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6,325,614
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(15,132,686)
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34,905,821
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CAP to PEO
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$25,602,906
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$4,529,517
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$57,930,666
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Average SCT Total for Non-PEO NEOs
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$5,630,497
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$6,243,099
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$6,502,481
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“Change in Pension Value and Nonqualified Deferred
Compensation Earnings” reported in the SCT
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—
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—
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(62,165)
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“Stock Awards” reported in the SCT
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(2,280,384)
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(2,114,546)
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(2,252,581)
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Change in fair value from prior fiscal year end to vesting
date of awards granted in prior fiscal years that vested during the fiscal year
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521,862
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(495,721)
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594,345
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Change in fair value from prior to current fiscal year end of
awards granted in prior fiscal years that were outstanding and unvested as of fiscal year end
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1,334,799
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(2,038,745)
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7,118,898
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Fair value as of fiscal year end of awards granted during
fiscal year that remain unvested
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1,745,848
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1,302,754
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3,502,099
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Total adjustments
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1,322,125
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(3,346,258)
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8,900,596
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Average CAP to Non-PEO NEOs
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$6,952,622
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$2,896,841
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$15,403,077
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(c)
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Reflects the cumulative TSR of a $100 investment in the Company’s Class A Common Stock on June 26, 2020, including the
reinvestment of all dividends.
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(d)
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Reflects the cumulative TSR of a $100 investment in the Company’s Class B Common Stock on June 26, 2020, including the
reinvestment of all dividends.
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(e)
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Reflects the cumulative TSR of a $100 investment in the S&P 1500 Media index on June 26, 2020, including the reinvestment of
all dividends (“Peer Group TSR”).
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(f)
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Reflects net income as reported in the Company’s audited financial statements in its Annual Report on Form 10-K for the applicable
fiscal year.
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Company Selected Measure Name |
Adjusted Total Segment EBITDA
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Named Executive Officers, Footnote [Text Block] |
(a)
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The PEO was Mr. Thomson
and the Non-PEO NEOs were Mr. K.R. Murdoch, Ms. Panuccio and Mr. Pitofsky for all fiscal years shown.
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Peer Group Issuers, Footnote [Text Block] |
(e)
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Reflects the cumulative TSR of a $100 investment in the S&P 1500 Media index on June 26, 2020, including the reinvestment of
all dividends (“Peer Group TSR”).
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PEO Total Compensation Amount |
$ 19,277,292
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$ 19,662,203
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$ 23,024,845
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PEO Actually Paid Compensation Amount |
$ 25,602,906
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4,529,517
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57,930,666
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Adjustment To PEO Compensation, Footnote [Text Block] |
(b)
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The following tables describe the adjustments made to calculate CAP from the SCT Totals. Pursuant to the applicable rules, the
amounts in the “Stock Awards” and “Change in Pension Value and Nonqualified Deferred Compensation Earnings” columns from the “Summary Compensation Table” (the “SCT”) are subtracted from the SCT Totals and the values reflected in the
tables below are added or subtracted, as applicable:
|
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SCT Total for PEO
|
|
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$19,277,292
|
|
|
$19,662,203
|
|
|
$23,024,845
|
|
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“Change in Pension Value and Nonqualified Deferred
Compensation Earnings” reported in the SCT
|
|
|
—
|
|
|
—
|
|
|
(523,259)
|
|
|
“Stock Awards” reported in the SCT
|
|
|
(10,380,976)
|
|
|
(8,031,023)
|
|
|
(9,113,642)
|
|
|
Change in fair value from prior fiscal year end to vesting
date of awards granted in prior fiscal years that vested during the fiscal year
|
|
|
2,276,919
|
|
|
(1,862,833)
|
|
|
2,257,099
|
|
|
Change in fair value from prior to current fiscal year end of
awards granted in prior fiscal years that were outstanding and unvested as of fiscal year end
|
|
|
5,551,420
|
|
|
(9,943,828)
|
|
|
28,048,338
|
|
|
Fair value as of fiscal year end of awards granted during
fiscal year that remain unvested
|
|
|
8,878,251
|
|
|
4,704,998
|
|
|
14,237,285
|
|
|
Total adjustments
|
|
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6,325,614
|
|
|
(15,132,686)
|
|
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34,905,821
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CAP to PEO
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$25,602,906
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|
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$4,529,517
|
|
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$57,930,666
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|
|
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Non-PEO NEO Average Total Compensation Amount |
$ 5,630,497
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6,243,099
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6,502,481
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Non-PEO NEO Average Compensation Actually Paid Amount |
$ 6,952,622
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2,896,841
|
15,403,077
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Adjustment to Non-PEO NEO Compensation Footnote [Text Block] |
(b)
|
The following tables describe the adjustments made to calculate CAP from the SCT Totals. Pursuant to the applicable rules, the
amounts in the “Stock Awards” and “Change in Pension Value and Nonqualified Deferred Compensation Earnings” columns from the “Summary Compensation Table” (the “SCT”) are subtracted from the SCT Totals and the values reflected in the
tables below are added or subtracted, as applicable:
|
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Average SCT Total for Non-PEO NEOs
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|
|
$5,630,497
|
|
|
$6,243,099
|
|
|
$6,502,481
|
|
|
“Change in Pension Value and Nonqualified Deferred
Compensation Earnings” reported in the SCT
|
|
|
—
|
|
|
—
|
|
|
(62,165)
|
|
|
“Stock Awards” reported in the SCT
|
|
|
(2,280,384)
|
|
|
(2,114,546)
|
|
|
(2,252,581)
|
|
|
Change in fair value from prior fiscal year end to vesting
date of awards granted in prior fiscal years that vested during the fiscal year
|
|
|
521,862
|
|
|
(495,721)
|
|
|
594,345
|
|
|
Change in fair value from prior to current fiscal year end of
awards granted in prior fiscal years that were outstanding and unvested as of fiscal year end
|
|
|
1,334,799
|
|
|
(2,038,745)
|
|
|
7,118,898
|
|
|
Fair value as of fiscal year end of awards granted during
fiscal year that remain unvested
|
|
|
1,745,848
|
|
|
1,302,754
|
|
|
3,502,099
|
|
|
Total adjustments
|
|
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1,322,125
|
|
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(3,346,258)
|
|
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8,900,596
|
|
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Average CAP to Non-PEO NEOs
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$6,952,622
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$2,896,841
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|
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$15,403,077
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Compensation Actually Paid vs. Total Shareholder Return [Text Block] |
In accordance with SEC rules, the following charts show graphically the relationships over
the past three fiscal years of CAP to our PEO and Non-PEO NEOs as compared to our cumulative TSR, Peer Group TSR, net income and adjusted Total Segment EBITDA, as well as the relationship between our TSR and Peer Group TSR:
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Compensation Actually Paid vs. Net Income [Text Block] |
In accordance with SEC rules, the following charts show graphically the relationships over
the past three fiscal years of CAP to our PEO and Non-PEO NEOs as compared to our cumulative TSR, Peer Group TSR, net income and adjusted Total Segment EBITDA, as well as the relationship between our TSR and Peer Group TSR:
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Compensation Actually Paid vs. Company Selected Measure [Text Block] |
In accordance with SEC rules, the following charts show graphically the relationships over
the past three fiscal years of CAP to our PEO and Non-PEO NEOs as compared to our cumulative TSR, Peer Group TSR, net income and adjusted Total Segment EBITDA, as well as the relationship between our TSR and Peer Group TSR:
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Total Shareholder Return Vs Peer Group [Text Block] |
In accordance with SEC rules, the following charts show graphically the relationships over
the past three fiscal years of CAP to our PEO and Non-PEO NEOs as compared to our cumulative TSR, Peer Group TSR, net income and adjusted Total Segment EBITDA, as well as the relationship between our TSR and Peer Group TSR:
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Tabular List [Table Text Block] |
Most Important Financial Performance Measures for Fiscal 2023
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Adjusted Total Segment EBITDA
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Cumulative adjusted earnings per share (EPS)
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Cumulative adjusted free cash flow (FCF)
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Relative TSR percentile
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Total Shareholder Return Amount |
$ 175
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140
|
226
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Total Shareholder Return Amount, Class B |
176
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142
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212
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Peer Group Total Shareholder Return Amount |
105
|
103
|
149
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Net Income (Loss) |
$ 187,000,000
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$ 760,000,000
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$ 389,000,000
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Company Selected Measure Amount |
1,529,000,000
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1,807,000,000
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1,304,000,000
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PEO Name |
Mr. Thomson
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Mr. Thomson
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Mr. Thomson
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Additional 402(v) Disclosure [Text Block] |
Analysis of the Information Presented in the Pay versus Performance
Table
As described in more detail in the “ Compensation Discussion and Analysis,”
the Company’s executive compensation program reflects a variable pay-for-performance philosophy. While the Company utilizes several performance measures to align executive compensation with Company performance, all of those Company measures are
not presented in the Pay versus Performance table. Moreover, the Company generally seeks to incentivize long-term performance, and therefore does not specifically align the Company’s performance measures with CAP.
CEO Realized Pay Table
The supplemental table and graph below compare the pre-tax amounts actually paid to
Mr. Thomson as detailed below (“realized pay”) to the disclosed SCT Total and CAP for the fiscal years indicated.
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2023
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$27,395,444
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$19,277,292
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|
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$25,602,906
|
|
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2022
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$25,694,939
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$19,662,203
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$4,529,517
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2021
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$20,324,321
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$23,024,845
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$57,930,666
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(a)
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Realized pay comprises base salary, annual cash incentive actually paid on account of performance during the applicable fiscal
year and actual payouts/settlements of long-term equity incentives during the applicable fiscal year, all of which amounts are pre-tax, as set forth in the following table:
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2023
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$3,000,000
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$5,426,667
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$18,968,777
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$27,395,444
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2022
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$3,057,692
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$8,133,333
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$14,503,914
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$25,694,939
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2021
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$3,000,000
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$10,000,000
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$7,324,321
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$20,324,321
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As disclosed in the adjustments to calculate CAP above, SEC rules require the Company to
include in the calculation of CAP the increase or decrease in the fair value of equity awards that are outstanding and unvested as of each fiscal year end, which can lead to significant volatility in CAP from year to year. As illustrated in the
graph above, the CEO’s realized pay and SCT Total for fiscal 2021 were significantly lower than CAP due to the significant increase in the year-end share price from fiscal 2020 to fiscal 2021. For fiscal
2022, the CEO’s realized pay and SCT Total exceeded CAP due to the significant decrease in
year-end share price from fiscal 2021 to fiscal 2022. For fiscal 2023, the CEO’s realized pay and CAP exceeded the SCT Total due to the mix of equity awards that vested during the fiscal year, as well as the more modest year-end share price
increase from fiscal 2022 to fiscal 2023.
On May 11, 2023, Mr. Thomson’s employment agreement was amended and restated. The Thomson
Agreement provided no increase whatsoever in target compensation in fiscal 2024, which will continue unchanged from the fiscal 2023 target compensation granted under his expiring four-year contract, with approximately 82% “at risk.” It provides
for (i) an annual base salary of $3,000,000; (ii) an annual bonus with a target of $5,000,000; and (iii) an annual long-term equity incentive with a target of $9,000,000 for fiscal 2024 and $10,500,000 beginning with fiscal 2025, with
approximately 84% “at risk.”
Mr. Thomson's base salary has remained unchanged since July 2018 at $3,000,000 as has his
target annual cash incentive at $5,000,000. Increases to Mr. Thomson’s target compensation from July 2018 to date have been solely in the form of his target long-term equity incentive, which is “at risk” for both Company financial performance
and stock price; it was increased by $1,000,000 and $2,000,000 for fiscal 2020 and fiscal 2023, respectively. Since July 2018, at least $1,000,000 of his target long-term equity incentive must be solely based on the achievement of TSR relative
to the individual companies comprising the S&P 1500 Media Index.
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Measure [Axis]: 1 |
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Pay vs Performance Disclosure [Table] |
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Measure Name |
Adjusted Total Segment EBITDA
|
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|
Non-GAAP Measure Description [Text Block] |
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Measure [Axis]: 2 |
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Pay vs Performance Disclosure [Table] |
|
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Measure Name |
Cumulative adjusted earnings per share (EPS)
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Measure [Axis]: 3 |
|
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Pay vs Performance Disclosure [Table] |
|
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Measure Name |
Cumulative adjusted free cash flow (FCF)
|
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Measure [Axis]: 4 |
|
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Pay vs Performance Disclosure [Table] |
|
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Measure Name |
Relative TSR percentile
|
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PEO [Member] | Total Adjustments [Member] |
|
|
|
Pay vs Performance Disclosure [Table] |
|
|
|
Adjustment to Compensation Amount |
$ 6,325,614
|
$ (15,132,686)
|
$ 34,905,821
|
PEO [Member] | Change in Pension Value and Nonqualified Deferred Compensation Earnings" Reported in the SCT [Member] |
|
|
|
Pay vs Performance Disclosure [Table] |
|
|
|
Adjustment to Compensation Amount |
0
|
0
|
(523,259)
|
PEO [Member] | Stock Awards Reported in the SCT [Member] |
|
|
|
Pay vs Performance Disclosure [Table] |
|
|
|
Adjustment to Compensation Amount |
(10,380,976)
|
(8,031,023)
|
(9,113,642)
|
PEO [Member] | Change in Fair Value From Prior Fiscal Year End to Vesting Date of Awards Granted in Prior Fiscal Years that Vested during the Fiscal Year [Member] |
|
|
|
Pay vs Performance Disclosure [Table] |
|
|
|
Adjustment to Compensation Amount |
2,276,919
|
(1,862,833)
|
2,257,099
|
PEO [Member] | Change in Fair Value from Prior to Current Fiscal Year End of Awards Granted in Prior Fiscal Years that were Outstanding and Unvested as of Fiscal Year End [Member] |
|
|
|
Pay vs Performance Disclosure [Table] |
|
|
|
Adjustment to Compensation Amount |
5,551,420
|
(9,943,828)
|
28,048,338
|
PEO [Member] | Fair Value as of Fiscal Year End of Awards Granted during Fiscal Year that Remain Unvested [Member] |
|
|
|
Pay vs Performance Disclosure [Table] |
|
|
|
Adjustment to Compensation Amount |
8,878,251
|
4,704,998
|
14,237,285
|
Non-PEO NEO [Member] | Total Adjustments [Member] |
|
|
|
Pay vs Performance Disclosure [Table] |
|
|
|
Adjustment to Compensation Amount |
1,322,125
|
(3,346,258)
|
8,900,596
|
Non-PEO NEO [Member] | Change in Pension Value and Nonqualified Deferred Compensation Earnings" Reported in the SCT [Member] |
|
|
|
Pay vs Performance Disclosure [Table] |
|
|
|
Adjustment to Compensation Amount |
0
|
0
|
(62,165)
|
Non-PEO NEO [Member] | Stock Awards Reported in the SCT [Member] |
|
|
|
Pay vs Performance Disclosure [Table] |
|
|
|
Adjustment to Compensation Amount |
(2,280,384)
|
(2,114,546)
|
(2,252,581)
|
Non-PEO NEO [Member] | Change in Fair Value From Prior Fiscal Year End to Vesting Date of Awards Granted in Prior Fiscal Years that Vested during the Fiscal Year [Member] |
|
|
|
Pay vs Performance Disclosure [Table] |
|
|
|
Adjustment to Compensation Amount |
521,862
|
(495,721)
|
594,345
|
Non-PEO NEO [Member] | Change in Fair Value from Prior to Current Fiscal Year End of Awards Granted in Prior Fiscal Years that were Outstanding and Unvested as of Fiscal Year End [Member] |
|
|
|
Pay vs Performance Disclosure [Table] |
|
|
|
Adjustment to Compensation Amount |
1,334,799
|
(2,038,745)
|
7,118,898
|
Non-PEO NEO [Member] | Fair Value as of Fiscal Year End of Awards Granted during Fiscal Year that Remain Unvested [Member] |
|
|
|
Pay vs Performance Disclosure [Table] |
|
|
|
Adjustment to Compensation Amount |
$ 1,745,848
|
$ 1,302,754
|
$ 3,502,099
|