v3.25.2
Equity-Based Compensation
12 Months Ended
Jun. 30, 2025
Share-Based Payment Arrangement [Abstract]  
Equity-Based Compensation EQUITY-BASED COMPENSATION
The Company has equity-based compensation plans, including the Fox Corporation 2019 Shareholder Alignment Plan (the “SAP”), under which stock options (including performance-based stock options (“PSOs”), stock appreciation rights, restricted and unrestricted stock, RSUs, performance stock units “PSUs”) and other types of FOX or subsidiary equity awards may be granted.
2019 Shareholder Alignment Plan
The Company’s officers, directors and employees are eligible to participate in the SAP. The maximum number of shares of Class A Common Stock that may be issued under the SAP is 65 million shares. As of June 30, 2025, the remaining number of shares of Class A Common Stock available for issuance under the SAP was approximately 30 million.
Awards granted under the SAP (other than stock options or stock appreciation rights) entitle the holder to receive Dividend Equivalents (as defined in the SAP) for each regular cash dividend on the common stock underlying the award paid by the Company during the award period. Dividend equivalents granted with respect
to equity awards will be accrued during the applicable award period and such dividend equivalents will vest and be paid only if and when the underlying award vests.
The fair value of equity-based compensation under the SAP was calculated according to the type of award issued.
Restricted Stock Units
RSUs are awards that represent the potential to receive shares of Class A Common Stock at the end of the applicable vesting period, subject to the terms and conditions of the SAP, the applicable award documents and such other terms and conditions as the Compensation Committee of the Board (the “Compensation Committee”) may establish. RSUs awarded under the SAP are fair valued based upon the fair market value of Class A Common Stock on the grant date. Any person who holds RSUs has no ownership interest in the shares of Class A Common Stock to which such RSUs relate until and unless shares of Class A Common Stock are delivered to the holder.
RSUs generally vest in equal annual installments over a three-year period subject to the participants’ continued employment with the Company.
Performance Stock Units
PSUs are fair valued on the date of grant and expensed over the service period using a straight-line method as the awards cliff vest at the end of a three-year performance period. The Company also estimates the number of shares expected to vest which is based on management’s determination of the probable outcome of the performance conditions, which requires considerable judgment. The Company records a cumulative adjustment in periods in which the Company’s estimate of the number of shares expected to vest changes. Additionally, the Company ultimately adjusts the expense recognized to reflect the actual vested shares following the resolution of the performance conditions. The number of shares that will be issued upon vesting of PSUs can range from 0% to 200% of the target award, based on the Company’s three-year total shareholder return (“TSR”) as measured against the three-year TSR of the companies that comprise the Standard and Poor’s 500 Index and other performance measures. The fair value of the TSR condition is determined using a Monte Carlo simulation model.
PSUs have a three-year performance measurement period and are subject to the achievement of three pre-established objective performance measures determined by the Compensation Committee. The awards issued will be settled in shares of Class A Common Stock upon vesting and are subject to the participants’ continued employment with the Company. Any person who holds PSUs has no ownership interest in the shares of Class A Common Stock to which such PSUs relate until and unless shares of Class A Common Stock are delivered to the holder. All shares of Class A Common Stock underlying awards that are cancelled or forfeited become available for future grants. Certain of these awards have a graded vesting provision and the expense recognition is accelerated.
The following table summarizes the activity related to RSUs and target PSUs granted to the Company’s employees to be settled in stock (RSUs and PSUs in thousands):
Fiscal 2025
Fiscal 2024
Fiscal 2023
Number
of
shares
Weighted
average
grant-
date fair
value
Number
of
shares
Weighted
average
grant-
date fair
value
Number
of
shares
Weighted
average
grant-
date fair
value
RSUs and PSUs
Unvested units at beginning of the year4,801 $35.20 4,284 $33.72 5,052 $32.53 
Granted1,945 37.58 3,209 35.13 2,314 34.31 
Vested(1,685)34.68 (2,153)31.97 (2,092)31.75 
Cancelled(121)39.57 (539)35.28 (990)33.30 
Unvested units at the end of the year(a)
4,940 $36.75 4,801 $35.20 4,284 $33.72 
(a)
The intrinsic value of unvested RSUs and target PSUs as of June 30, 2025 was approximately $180 million.
Stock Options
Stock options are awards that entitle the holder to purchase a specified number of shares of Class A Common Stock at a specified price for a specified period of time and become exercisable over time, subject to the terms and conditions of the SAP, the applicable award documents and such other terms and conditions as the Compensation Committee of the Board may establish. There were no stock options granted during fiscal 2025, 2024 or 2023.
Performance-Based Stock Options
PSOs are awards that entitle the holder to purchase a specified number of shares of Class A Common Stock at a specified price for a specified period of time, contingent on the performance of the Class A Common Stock over a three-year period, subject to the terms and conditions of the SAP, the applicable award documents and such other terms and conditions as the Compensation Committee of the Board may establish. The PSOs granted under the SAP will vest in full only if the Company’s Class A Common Stock exceeds the exercise price of the PSO by a certain threshold over a certain period of time during the performance period (the “market condition”). The PSOs were fair valued using a Monte Carlo simulation model that uses the following assumptions: (i) expected volatility was generally based on historical volatility of the Company and the Company’s peer group over the expected term of the PSOs; (ii) expected term of PSOs granted was generally determined by analyzing historical data of the Company’s peer group and represented the period of time that PSOs granted were expected to be outstanding; (iii) risk-free interest rate was based on the U.S. Treasury yield curve in effect at the time of grant of the award for time periods approximately equal to the expected term of the award; and (iv) expected dividend yield. Compensation cost related to the PSO will be recognized even if the market condition is not met.
The PSOs granted during fiscal 2025, 2024 and 2023 will vest in full at the end of the applicable three-year performance period as the market condition has been met, and have a term of seven years thereafter.
The following table summarizes information about the Company’s stock options and PSOs granted under the SAP during fiscal 2025, 2024 and 2023 (options in thousands):
Fiscal 2025
Fiscal 2024
Fiscal 2023
Number of options Weighted average exercise priceNumber of options Weighted average exercise priceNumber of options Weighted average exercise price
Outstanding at the beginning of the year18,326 $33.75 17,048 $33.12 14,250 $32.90 
Granted3,386 38.98 3,927 34.77 4,314 33.40 
Exercised(a)
(5,243)32.67 (1,216)27.85 (234)28.76 
Cancelled(192)37.77 (1,433)34.30 (1,282)32.77 
Outstanding at the end of the year(b)
16,277 $35.14 18,326 $33.75 17,048 $33.12 
Exercisable at the end of the year(c)
5,907 $34.08 8,158 $32.95 5,282 $36.35 
Weighted average grant-date fair value of options granted$11.67 $10.30 $10.32 
Weighted average remaining contractual term of options outstanding at the end of the year6.35 years5.97 years6.51 years
Weighted average remaining contractual term of options exercisable at the end of the year3.51 years3.51 years2.96 years
(a)
During fiscal 2025, 2024 and 2023, the Company received approximately $171 million, $34 million and $7 million, respectively, in cash payments from the exercise of options.
(b)
The intrinsic value of options outstanding as of June 30, 2025, 2024 and 2023 was $340.2 million, $31.7 million and $37.1 million, respectively.
(c)
The intrinsic value of options exercisable as of June 30, 2025, 2024 and 2023 was $129.7 million, $28.7 million and $6.8 million, respectively.
The fair value of each PSO grant is estimated on the date of grant with the following weighted average assumptions used for grants during fiscal 2025, 2024 and 2023:
 
For the years ended June 30,
 202520242023
Expected volatility30.17 %31.63 %35.00 %
Risk-free interest rate3.86 %3.96 %2.83 %
Expected dividend yield1.39 %1.44 %1.40 %
Expected term7.15 years6.50 years5.30 years
The following table summarizes the Company’s equity-based compensation:
For the years ended June 30,
202520242023
(in millions)
Equity-based compensation
$135 $90 $74 
Intrinsic value of all settled equity-based awards$134 $78 $77 
Tax benefit on settled equity-based awards$24 $12 $14 
As of June 30, 2025, the Company’s total estimated compensation cost, not yet recognized, related to non-vested equity awards held by the Company’s employees was approximately $105 million and is expected to be recognized over a weighted average period between two and three years.