Fox Corp (FOXA): GC Nicholas Trutanich appointed

Events in this filing

Item 5.02 as filed

Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
Departure of Adam Ciongoli
On October 19, 2026, Fox Corporation (the “Company”) announced that Adam Ciongoli will step down as Chief Legal and Policy Officer of the Company effective December 1, 2026. Concurrent with this change, Mr. Ciongoli will transition to serve as a special advisor to the Company pursuant to an Advisory Services Agreement (described below) for a period of eighteen months, commencing December 1, 2026.
In connection with Mr. Ciongoli’s departure, the Company and Mr. Ciongoli entered into a Transition and Separation Agreement, dated October 19, 2026, pursuant to which Mr. Ciongoli will receive (i) a separation payment equal to the sum of one year of his annual base salary plus his target annual bonus for fiscal year 2027; (ii) Company-paid COBRA coverage for Mr. Ciongoli and his eligible dependents through the earlier of June 1, 2028, the date he becomes eligible for healthcare coverage from a subsequent employer, and the maximum COBRA period; and (iii) cancellation of his outstanding equity awards in exchange for a cash payment of $12,595,784. Mr. Ciongoli’s outstanding vested stock options will remain exercisable for a period of three years following the separation date (but in no event beyond the original term of each such stock option).
The Company and Mr. Ciongoli also entered into an Advisory Services Agreement, dated October 19, 2026, effective December 1, 2026. Under the Advisory Services Agreement, Mr. Ciongoli will receive an annual consulting fee at the rate of $1,750,000 per annum, payable in monthly installments of $145,833.33, for the eighteen-month term of the agreement. Mr. Ciongoli will provide assistance and advice to the Company related to ongoing legal, policy, and regulatory matters.
The foregoing descriptions of the Transition and Separation Agreement and the Advisory Services Agreement do not purport to be complete and are qualified in their entirety by reference to the full text of the Transition and Separation Agreement and the Advisory Services Agreement, copies of which are filed as Exhibits 10.1 and 10.2 hereto and are incorporated herein by reference.
Appointment of Nicholas Trutanich
On October 19, 2026, the Company entered into an employment agreement (the “Employment Agreement”) with Nicholas Trutanich pursuant to which Mr. Trutanich will serve as General Counsel of the Company effective December 1, 2026. Mr. Trutanich currently serves as Executive Vice President and Deputy General Counsel of the Company. He formerly served as Executive Vice President and Chief Ethics & Compliance Officer of the Company and, prior to joining the Company, as United States Attorney for the District of Nevada.
Mr. Trutanich will receive a base salary of $1,400,000. He will be eligible to participate in the Company’s annual bonus program with a target bonus of $1,400,000. Mr. Trutanich will also be eligible to participate in the Fox Corporation 2019 Shareholder Alignment Plan, or other long-term incentive plan of the Company, with an annual target award of $2,200,000. Under the Employment Agreement, Mr. Trutanich will participate in all of the Company’s employee benefit plans to the extent applicable to other comparable executives of the Company, and will have the opportunity to receive severance and other post-termination benefits consistent with the Form of Employment Agreement filed as an exhibit to the Company’s Form 10-K.
The Company issued a press release on October 19, 2026 announcing Mr. Trutanich’s appointment.
The foregoing description of the Employment Agreement is qualified in its entirety by reference to the full text of the Form of Employment Agreement, filed with the Company’s Form 10-K and incorporated herein by reference.