Form 4: Brian P. McAndrews Reports Changes in Beneficial Ownership of New York Times Co. Stock

Brian P. McAndrews, a director of The New York Times Company, reported the acquisition of restricted stock units and phantom stock units.

Summary

• On April 30, 2025, Brian P. McAndrews, a director of The New York Times Company, reported changes in his beneficial ownership of the company's stock.
• He acquired 3,589 shares of Class A Common Stock through a grant of stock-settled restricted stock units under the company's 2020 Incentive Compensation Plan.
• These restricted stock units vest on the date of the following Annual Meeting of Stockholders, and vested shares will be delivered within 90 days following the cessation of his board membership.
• Additionally, he acquired 202.0985 phantom stock units credited to his account in respect of dividend equivalent payments and accumulated interest on previously granted phantom stock units under The New York Times Company Non-Employee Directors Deferral Plan.
• The phantom stock units were credited based on the average closing price of Class A Common Stock for the 30 trading days prior to April 30, 2025.
• Distribution in cash for the phantom stock units is generally made following the cessation of his board membership.
• Following these transactions, McAndrews beneficially owns 57,095 shares of Class A Common Stock and 17,170.5256 phantom stock units.

Sentiment

Score: 7

Explanation: The document reflects standard executive compensation practices. The acquisition of stock units is generally viewed positively as it aligns the director's interests with those of the shareholders. There are no overtly negative aspects presented.

Positives

• The acquisition of restricted stock units aligns the director's interests with those of the shareholders.
• The accumulation of phantom stock units through dividend equivalents and interest provides additional deferred compensation.

Future Outlook

Vested shares from the restricted stock units will be delivered within 90 days following the cessation of the reporting person's membership on the Board of Directors, and cash distribution for phantom stock units is generally made following the cessation of his board membership.

Industry Context

This filing is a routine disclosure related to executive compensation and stock ownership, common among publicly traded companies. It reflects standard practices for aligning director incentives with shareholder value through equity-based compensation.

Comparison to Industry Standards

• Equity compensation for board members is a common practice across publicly traded companies.
• Companies like Gannett, News Corp, and Lee Enterprises also utilize restricted stock units and deferred compensation plans for their directors.
• The specific amounts and vesting schedules vary based on company size, performance, and compensation philosophy.

Stakeholder Impact

• Shareholders: The acquisition of restricted stock units aligns the director's interests with those of the shareholders, potentially leading to better corporate governance and decision-making.
• Employees: The filing itself has minimal direct impact on employees.
• The compensation plan under which the stock units were granted may have broader implications for employee compensation and incentives.

Next Steps

• The restricted stock units will vest on the date of the following Annual Meeting of Stockholders.
• Vested shares will be delivered within 90 days following the cessation of the reporting person's membership on the Board of Directors.
• Distribution in cash for the phantom stock units is generally made following the cessation of the reporting person's membership on the Board of Directors.

Key Dates

Keywords

beneficial ownership, Form 4, restricted stock units, phantom stock units, director, McAndrews, New York Times Company, NYT