UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A INFORMATION

Proxy Statement Pursuant to Section 14(a) of

the Securities Exchange Act of 1934 (Amendment No. )

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x	Definitive Proxy Statement



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o	Soliciting Material Pursuant to §240.14a-12



THE NEW YORK TIMES COMPANY
(Name of Registrant as Specified In Its Charter)




(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

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620 Eighth Avenue

New York, NY 10018

tel 212-556-1234

Invitation to ~~2018~~2020 Annual Meeting of Stockholders



DATE:	~~Thursday,~~Wednesday, April ~~19, 2018~~22, 2020
TIME:	9:00 a.m.
PLACE:	The New York Times Building
	620 Eighth Avenue, 15th Floor, New York, NY 10018

March ~~7, 2018~~13, 2020

Dear Fellow Stockholder:

Please join me at our Annual Meeting on ~~Thursday,~~Wednesday, April ~~19, 2018,~~22, 2020, which will ~~again~~ be held at 9:00 a.m. on the 15th floor of the Company’s headquarters building. At the meeting, you will be asked to vote on the election of the Board of Directors, the adoption of a new incentive compensation plan and the ratification of the selection of auditors. In addition, our Class B stockholders will be asked to vote on an advisory resolution on executive compensation.

There are a few changes to the Board slate this year. Dara Khosrowshahi, who served on our Board since 2015, resigned in September 2017, when he became CEO of Uber. Michael Golden, a fellow fourth-generation member of the Ochs-Sulzberger family and a distinguished member of the Board since 1997, retired as director and Vice Chairman of the Board at the end of 2017. Finally, Raul Cesan, who has served on our Board with distinction since 1999, is retiring and, accordingly, is not standing for election at this year’s Annual Meeting. Each has provided invaluable advice and counsel during his tenure, and I speak for the entire Board when I say that we are grateful for their many contributions.

~~I am also very pleased that we have three new nominees for election at this year’s Annual Meeting: Arthur Gregg (“A.G.”) Sulzberger, Rachel Glaser and John W. Rogers, Jr.~~A.G., a fifth-generation member of the Ochs-Sulzberger family, joined the Board in January, when he succeeded me as Publisher of The New York Times. As one of the driving forces behind the Company’s digital transformation and subscription-first focus, he brings both a deep appreciation of the values of The New York Times and understanding of the Company’s business strategy. Rachel, the Chief Financial Officer of Etsy, Inc., also joined the Board in January. Her financial and strategic expertise, gained from her experience at digitally focused, consumer-facing public companies, provides the Board a valuable perspective as we continue to expand our digital strategy. Finally, John, the founder, Chairman, Chief Executive Officer and Chief Investment Officer of Ariel Investments, LLC, is nominated for election at the Annual Meeting. His extensive business, financial and risk management experience leading a large institutional money management firm, as well as his service on other public company boards, will bring valuable perspective to the Company.

You will have an opportunity at the meeting to ask questions and express your views to the senior management of the Company. Members of the Board of Directors will also be present.

We are furnishing our proxy materials to stockholders primarily electronically. On or about March ~~7, 2018,~~13, 2020, we will begin mailing a Notice of Internet Availability of Proxy Materials to stockholders informing ~~them~~you that the Proxy Statement, the ~~2017~~2019 Annual Report and voting instructions are available online. As more fully described in that Notice, stockholders also may request paper copies of the proxy materials.

As part of our precautions regarding the coronavirus (COVID-19), we are sensitive to the public health and travel concerns that our stockholders may have, as well as any protocols that federal, state and local governments may impose. In the event we determine it is necessary or appropriate to take additional steps regarding how we conduct our meeting, we will announce this decision in advance, and details will be posted on our website and filed with the SEC.

Whether or not you are able to attend the Annual Meeting in person, it is important that your shares be represented. Please vote your shares (i) electronically, (ii) by phone or (iii) by mail. Instructions on each of these voting methods are outlined in the enclosed Proxy Statement. Please vote as soon as possible.

I hope to see you on April ~~19th~~22nd.

ARTHUR SULZBERGER, JR.

Chairman of the Board

620 Eighth Avenue

New York, NY 10018

tel 212-556-1234

Notice of Annual Meeting of Stockholders

To be held ~~Thursday,~~Wednesday, April ~~19, 2018~~22, 2020

To the Holders of Class A and Class B

Common Stock of The New York Times Company:

The Annual Meeting of Stockholders of The New York Times Company will be held at 9:00 a.m., local time, on ~~Thursday,~~Wednesday, April ~~19, 2018~~22, 2020, at The New York Times Building, 620 Eighth Avenue, 15th Floor, New York, NY 10018, for the following purposes:


1.	To elect a Board of 1312 members;


2.	To act upon a proposal to adopt The New York Times Company 2020 Incentive Compensation Plan;


3.	To hold an advisory vote to approve executive compensation;


3.4.	To ratify the selection of Ernst & Young LLP, an independent registered public accounting firm, as auditors for the fiscal year ending December ~~30, 2018~~27, 2020; and


4.5.	To transact such other business as may properly come before the meeting.

Holders of the Class A and Class B common stock as of the close of business on February ~~23, 2018~~26, 2020, are entitled to notice of, and to attend, this meeting as set forth in the Proxy Statement. Class A stockholders are entitled to vote for the election of four of the 1312 directors. Class B stockholders are entitled to vote for the election of ~~nine~~eight of the 1312 directors and on the advisory resolution to approve executive compensation. Class A and Class B stockholders, voting together as a single class, are entitled to vote on the ~~proposal~~proposals to adopt The New York Times Company 2020 Incentive Compensation Plan and to ratify the selection of Ernst & Young LLP as auditors for the ~~2018~~2020 fiscal year. Class B stockholders are entitled to vote on any other matters presented at the meeting.

Your vote is important. Whether or not you plan to attend the meeting in person, please vote as promptly as possible using the internet or the designated toll-free telephone number, or by requesting a printed copy of the proxy materials and returning by mail the proxy card you receive in response to your request.

New York, NY

March ~~7, 2018~~13, 2020

By Order of the Board of Directors

DIANE BRAYTON

Executive Vice President, General Counsel and Secretary

Proxy Statement Summary

This summary highlights certain information contained in this proxy statement. You should read the entire proxy statement carefully before voting.

ANNUAL MEETING OF STOCKHOLDERS



Date:	April ~~19, 2018~~22, 2020
Time:	9:00 a.m.
Location:	The New York Times Building 620 Eighth Avenue, 15th Floor New York, NY 10018

VOTING MATTERS



Proposal		Board Recommendation	More Information
1. Election of Board of Directors of the Company		For	p. 1514
Class A stockholders	Class B stockholders
Robert E. Denham Rachel Glaser John W. Rogers, Jr. Rebecca Van Dyck	Amanpal S. Bhutani Hays N. Golden ~~Steven B. Green~~ ~~Joichi Ito~~ ~~James A. Kohlberg~~ Brian P. McAndrews David Perpich A.G. Sulzberger Arthur Sulzberger, Jr. Mark Thompson Doreen A. Toben
2. Adoption of The New York Times Company 2020 Incentive Compensation Plan (Class A and B stockholders)		For	p.63
3. Advisory vote to approve executive compensation (Class B stockholders)		For	~~p. 66~~p.73
3.4. Ratification of selection of Ernst & Young LLP as auditors for fiscal year ending December ~~30, 2018~~27, 2020 (Class A and B stockholders)		For	~~p. 67~~p.74

CORPORATE GOVERNANCE HIGHLIGHTS

The Company is committed to strong corporate governance, ~~which remains~~ a critical component of our corporate culture. Below are certain highlights of our governance practices. More information can be found beginning on page ~~21.~~20.



l	Annual election of all directors	l	Ethics policies for all directors and employees
l	Commitment to Board refreshment, with ~~six~~five new non-employee directors since the beginning of ~~2012, and one additional nominee for 2018~~2015.	l	Director/executive stock ownership requirements
l	Retirement policy for non-employee directors of the earlier of age 75 and 20 years of service	l	Robust director nominee selection process
l	Annual rotation of independent directors elected by Class A stockholders	l	~~Robust director nominee selection process~~No hedging/pledging of Company stock
l	Independent Audit, Compensation and Nominating & Governance Committees	l	~~No hedging/pledging of Company stock~~Clawback policy that applies to performance-based cash and equity compensation
l	Active lead independent director as Presiding Director	l	~~Clawback policy~~Comprehensive director orientation
l	Annual Board and Committee self-evaluation process	l	~~Comprehensive director orientation~~Regular outreach to significant Class A stockholders on various matters
l	Regular executive sessions of non-employee directors and independent directors	l	~~Regular outreach to significant Class A stockholders on various matters~~

EXECUTIVE COMPENSATION HIGHLIGHTS

The Company’s executive compensation program is designed to support business performance and drive long-term stockholder value. Below are certain highlights of our ~~2017~~2019 executive compensation program. More information can be found beginning on page ~~37.~~35.



Pay for Performance
l	Significant portion of named executive officers’ target compensation is performance-based – Approximately ~~80%~~79% for CEO – Approximately ~~70%~~66% for other NEOs	l	Under financial metric of annual incentive compensation, above-target compensation paid only for above-target Company performance
l	Significant portions of annual and long-term incentive compensation tied to performance against pre-established, measurable financial performance goals	l	Under total stockholder return metric of long-term incentive compensation, above-target compensation paid only for above-median Company performance and no payout for lower quartile performance



Executive Compensation Governance
What We Do
ü	Align pay and performance (see above)	ü	Set meaningful stock ownership guidelines for executive officers (2-5x annual base salary)
ü	Engage with significant Class A stockholders periodically on executive compensation matters	ü	Have a clawback policy ~~applicable~~that applies to performance-based cash and equity compensation paid to executive officers ~~in the event of financial statement restatement~~
ü	Annual Compensation Committee benchmarking review of compensation of Company executives with the Committee’s independent compensation consultant	ü	Perform annual risk assessment of executive compensation program
ü	Hold an annual “say-on-pay” advisory vote
What We Do Not Do
û	No tax “gross-ups” for executive officers	û	No employment agreements with named executive officers
û	No significant perks for executive officers	û	No individual change in control agreements
û	No hedging/pledging of Company stock

STOCKHOLDER OUTREACH

Management engages in regular outreach to representatives of significant holders of our Class A common stock to solicit their feedback on corporate governance and executive compensation matters. In fall 2019, we solicited feedback from investors representing approximately 75% of our outstanding Class A common stock, and engaged with institutional investors representing over 50% of our outstanding Class A common stock on a variety of topics, including the Company’s executive compensation program and corporate governance practices. Stockholder feedback was summarized and shared with the Board of Directors.

Table of Contents



	Page

VOTING ON MATTERS BEFORE THE ANNUAL MEETING	1
GLOSSARY OF CERTAIN TERMS	4
WHERE TO FIND MORE INFORMATION ON THE NEW YORK TIMES COMPANY	6
GENERAL INFORMATION	7
The 1997 Trust	7
PRINCIPAL HOLDERS OF COMMON STOCK	9
SECURITY OWNERSHIP OF MANAGEMENT AND DIRECTORS	1312
DELINQUENT SECTION 16(a) ~~BENEFICIAL OWNERSHIP REPORTING COMPLIANCE~~ REPORTS	1413
PROPOSAL NUMBER 1—ELECTION OF DIRECTORS	1514
PROFILES OF NOMINEES FOR THE BOARD OF DIRECTORS	1615
Class A Nominees	1615
Class B Nominees	1716
~~INTERESTS OF~~ RELATED ~~PERSONS IN CERTAIN~~PERSON TRANSACTIONS ~~OF THE COMPANY~~	2019
BOARD OF DIRECTORS AND CORPORATE GOVERNANCE	2120
BOARD MEETINGS AND ATTENDANCE	2625
BOARD COMMITTEES	2726
NOMINATING & GOVERNANCE COMMITTEE	2928
COMPENSATION COMMITTEE	3129
Compensation Committee Procedures	3129
Compensation Committee Interlocks and Insider Participation	3230
AUDIT COMMITTEE REPORT	3230
DIRECTORS’ COMPENSATION	3432
~~2017~~2019 Compensation of Non-Employee Directors	3432
Non-Employee Director Compensation Table	3533
DIRECTORS’ AND OFFICERS’ LIABILITY INSURANCE	3634
COMPENSATION OF EXECUTIVE OFFICERS	3735
Compensation Committee Report	3735
Compensation Discussion and Analysis	3735
Summary Compensation Table	5148
Grants of Plan-Based Awards	5451
Outstanding Equity Awards at Fiscal Year-End	5552
Option Exercises and Stock Vested	5653
Pension Benefits	5753
Nonqualified Deferred Compensation	6056
Potential Payments Upon Termination or Change in Control	58
CEO Pay Ratio	62
PROPOSAL NUMBER 2—ADOPTION OF THE NEW YORK TIMES COMPANY 2020 INCENTIVE COMPENSATION PLAN	63
Background	63
Certain Key Provisions	63
Determination of Shares to be Available for Issuance	64
Description of the 2020 Plan	66
U.S. Federal Income Tax Implications of the 2020 Plan	70



New Plan Benefits under the 2020 Plan	71
Equity Compensation Plan Information	71
Recommendation and Vote Required	72
PROPOSAL NUMBER 3—ADVISORY VOTE TO APPROVE EXECUTIVE COMPENSATION	6673
PROPOSAL NUMBER 3—4—SELECTION OF AUDITORS	6774
OTHER MATTERS	6875
Stockholder Proposals for the ~~2019~~2021 Annual Meeting	68 76
Certain Matters Relating to Proxy Materials	68 76
APPENDIX A—COMPUTATION OF ADJUSTED OPERATING PROFIT	69 A-1
APPENDIX B—THE NEW YORK TIMES COMPANY 2020 INCENTIVE COMPENSATION PLAN	B-1

The New York Times Company

Proxy Statement

Annual Meeting of Stockholders to be Held on April ~~19, 2018~~22, 2020

VOTING ON MATTERS BEFORE THE ANNUAL MEETING


Q:	What am I voting on?


A:	Stockholders are asked to vote on ~~three~~four items at the ~~2018~~2020 Annual Meeting:

Proposal 1: Election of the Board of Directors of The New York Times Company (the “Board”).

Proposal 2: Adoption of The New York Times Company 2020 Incentive Compensation Plan (the “2020 Incentive Plan”).

Proposal 3: Advisory vote to approve executive compensation (the “say-on-pay” vote).

Proposal 3:4: Ratification of the selection of Ernst & Young LLP as auditors for the fiscal year ending December ~~30, 2018~~27, 2020.


Q:	How does the Board of Directors recommend voting?


A:	The Board of Directors recommends voting:

FOR each nominee to the Board;

FOR the adoption of the 2020 Incentive Plan;

FOR the approval, on an advisory basis, of the executive compensation of our named executive officers; and

The Audit Committee of the Board recommends voting:

FOR ratification of Ernst & Young LLP as auditors for the fiscal year ending December 27, 2020.


Q:	Who is entitled to vote?

The New York Times Company has two classes of outstanding voting securities: Class A common stock, $.10 par value per share (“Class A stock”) and Class B common stock, $.10 par value per share (“Class B stock”). Stockholders of record of Class A stock or Class B stock as of the close of business on February ~~23, 2018~~26, 2020, may vote at the ~~2018~~2020 Annual Meeting. As of February ~~23, 2018~~26, 2020, there were ~~164,017,902~~165,852,671 shares of Class A stock and ~~803,763~~803,404 shares of Class B stock outstanding. Each share of stock is entitled to one vote.

Proposal 1: Class A stockholders vote for the election of four of the 1312 director nominees. Class B stockholders vote for the election of ~~nine~~eight of the 1312 director nominees.

Proposal 2: Class A and B stockholders, voting together as a single class, vote on this proposal.

Proposal 3: Class B stockholders vote on this proposal.

Proposal 3:4: Class A and B stockholders, voting together as a single class, vote on this proposal.


Q:	Why did I receive a notice in the mail regarding the Internet availability of the proxy materials instead of a paper copy of the proxy materials?

The Notice of Internet Availability of Proxy Materials (the “Notice”) that we mail to our stockholders (other than those who previously requested printed copies or electronic delivery) directs you to a website where you can access our proxy materials and view instructions on how to vote. By furnishing this Proxy Statement and our ~~2017~~2019 Annual Report to our stockholders by providing access to these documents on the Internet rather than mailing printed copies, we save natural resources and reduce printing and distribution costs, while providing a convenient way to access the materials and vote. If you would prefer to receive a paper copy of these materials, please follow the instructions included in the Notice.


Q:	How do I get electronic access to the proxy materials?


A:	The Notice provides instructions on how to view the proxy materials for our Annual Meeting on the Internet. In addition, this Proxy Statement is available at http://investors.nytco.com/investors/financials/proxy-statements, and the ~~2017~~2019 Annual Report is available at http://investors.nytco.com/investors/financials/annual-reports.

~~THE NEW YORK TIMES COMPANY - P. 1~~


Q:	How do I cast my vote?

You can vote your shares either by proxy or in person at the Annual Meeting. If you choose to vote by proxy, you may do so by using the Internet or the designated toll-free telephone number, or if you received a printed copy of the proxy materials, by mail. Whichever method you use, for your proxy to be counted, it must be received by 11:59 p.m. Eastern Time on April ~~18, 2018.~~21, 2020. Each of these procedures is more fully explained below.

Vote by Internet

You can vote your shares by Internet on the voting website, http://www.proxyvote.com. Internet voting is available 24 hours a day, seven days a week. Follow the instructions and have your Notice, proxy card or voting instruction form in hand, as you will need to reference your assigned Control Number(s).

~~Vote by Telephone~~The New York Times Company

Proxy Statement

~~You can also vote your shares by calling the toll-free telephone number provided on the voting website,~~ ~~http://www.proxyvote.com, and on the proxy card. Telephone voting is available 24 hours a day, seven days a week.~~

~~Vote by Mail~~

If you received a printed copy of the proxy materials, you can vote by completing and returning the proxy card or voting instruction form in the envelope provided. If you received a Notice, you can request a printed copy of the proxy materials by following the instructions in the Notice. If you voted by Internet or telephone, you do not need to return your proxy card or voting instruction form.

~~Voting in Person at the Annual Meeting~~

~~If you wish to vote in person, written ballots will be available at the Annual Meeting. If you are a beneficial or street name holder, while you are invited to attend the~~ Annual Meeting ~~you may only vote your shares in person at the Annual Meeting if you bring with you a legal proxy from your broker, bank or other nominee.~~of Stockholders to be Held on April 22, 2020

~~Even if you plan to attend the Annual Meeting, you may still cast your vote in advance using any of the methods described above.~~

~~If you are a registered holder and submit a proxy without giving instructions, your shares will be voted as recommended by the Board.~~

If you are a beneficial owner of shares, voting your shares is critical due to a New York Stock Exchange (“NYSE”) rule that prohibits your broker from voting your shares on Proposals 1 and 2 without your instructions. See “What is a broker non-vote?”

~~If you have any questions about this NYSE rule or the proxy voting process in general, the U.S. Securities and Exchange Commission (the “SEC”) has a website (~~VOTING ON MATTERS BEFORE THE ANNUAL MEETING~~http://www.sec.gov/spotlight/proxymatters.shtml) with more information about your rights as a stockholder.~~


Q:	What ~~is the difference between holding shares as a registered holder and as a beneficial owner of shares held in street name?~~am I voting on?


A:	~~Registered Holder.~~Stockholders are asked to vote on four items at the 2020 If your shares are registered directly in your name on the books of the Company maintained with the Company’s transfer agent, Computershare, Inc., you are considered the “registered holder” of those shares, and the Notice is sent directly to you by the Company.Annual Meeting:

~~Beneficial Owner~~Proposal 1: Election of ~~Shares Held in Street Name.~~the Board of Directors of The New York Times Company (the “Board”).

Proposal 2: ~~If your shares are held in a stock brokerage account or by a bank or other nominee, you are considered~~Adoption of The New York Times Company 2020 Incentive Compensation Plan (the “2020 Incentive Plan”).

Proposal 3: Advisory vote to approve executive compensation (the “say-on-pay” vote).

Proposal 4: Ratification of the ~~“beneficial owner~~selection of ~~shares held in street name” (also called a “street name holder”), and~~Ernst & Young LLP as auditors for the ~~Notice is forwarded to you by your broker, bank or other nominee. As a beneficial owner, you have the right to direct your broker, bank or other nominee on how to vote the shares held in your account.~~fiscal year ending December 27, 2020.


Q:	~~What are the procedures for attending the Annual Meeting?~~


A:	All stockholders as of the record date and members of their immediate families are welcome to attend the Annual Meeting. If you attend, please note that you will be asked to present government-issued identification (such as a driver’s license or passport) and evidence of your share ownership on the record date. This can be the Notice,

~~THE NEW YORK TIMES COMPANY - P. 2~~

your proxy card, a brokerage statement or letter from a bank or broker indicating ownership on February 23, 2018, your voting instruction form, or a legal proxy provided by your broker, bank or other nominee.

~~We will have in place customary security measures, which may include a bag search. The use of cameras, cellphones or other recording devices will not be allowed.~~

~~You do not need to attend the Annual Meeting to vote. See “How do I cast my vote?” above.~~


Q:	How does the Board of Directors recommend voting?


A:	The Board of Directors recommends voting:

FOR each nominee to the ~~Board~~Board;

FOR the adoption of ~~Directors;~~the 2020 Incentive Plan;

FOR the approval, on an advisory basis, of the executive compensation of our named executive officers; and

The Audit Committee of the Board recommends voting:

FOR ratification of Ernst & Young LLP as auditors for the fiscal year ending December ~~30, 2018~~27, 2020.


Q:	~~How will my stock be voted on other business brought up at the Annual Meeting?~~


A:	By submitting your proxy, you authorize the persons named as proxies to use their discretion in voting on any other matter brought before the Annual Meeting. The Company does not know of any other business to be considered at the Annual Meeting.


Q:	~~Can I change my vote or revoke my proxy?~~


A:	~~Yes. If you are a registered holder, you can change your vote or revoke your proxy at any time before it~~Who is voted at the Annual Meeting, subject to the voting deadlines that are described on the proxy card or voting instruction form, as applicable, by submitting a later-dated proxy (either by mail, telephone or Internet) or by voting by ballot at the Annual Meeting.

If you are a beneficial owner of shares, you can submit new voting instructions by contacting your broker, bank or other nominee. You can also vote in person at the Annual Meeting if you obtain a legal proxy as described above.


Q:	~~What is the quorum requirement for the Annual Meeting?~~

~~The holders of record of a majority of the Company’s shares of stock issued and outstanding on the record date and~~ entitled to vote, in person or by proxy, constitute a quorum for the transaction of business at the Annual Meeting. However, the Certificate of Incorporation of the Company provides that Class A stockholders, voting separately, are entitled to elect 30% of the Board of Directors (or the nearest larger whole number) and Class B stockholders, voting separately, are entitled to elect the balance of the Board of Directors. Accordingly, with respect to the election of directors, the holders of a majority of the shares of each of the Class A and Class B stock, respectively, constitute a quorum for the election of the Board of Directors. In addition, only Class B stockholders are entitled to vote on the advisory say-on-pay vote to approve executive compensation. Accordingly, the holders of a majority of the shares of Class B stock constitute a quorum for this proposal. Broker non-votes and abstentions (as described below) are counted as present for establishing a quorum.


Q:	~~What is the voting requirement to elect the directors and to approve each of the other proposals?~~


A:	~~The voting requirements are as follows:~~

~~Proposal 1:~~ ~~Directors are elected by a plurality of the votes cast. However, please see our policy described on page 21 regarding directors who do not receive more “for” votes than “withheld” votes.~~

~~Proposal 2:~~ The advisory say-on-pay vote to approve executive compensation requires, pursuant to the Company’s By-laws, the affirmative vote of a majority of the shares of Class B stock represented at the Annual Meeting, in person or by proxy, and entitled to vote on the proposal.

~~Proposal 3:~~ ~~Ratification of the selection of Ernst & Young LLP as auditors for the fiscal year ending~~ ~~December 30, 2018~~, requires, pursuant to the Company’s By-laws, the affirmative vote of a majority of the shares of Class A and Class B stock represented at the Annual Meeting, in person or by proxy, and entitled to vote on the proposal, voting together as a single class.

~~THE NEW YORK TIMES COMPANY - P. 3~~


Q:	~~What is a broker non-vote?~~vote?

The New York Times Company has two classes of outstanding voting securities: Class A common stock, $.10 par value per share (“Class A stock”) and Class B common stock, $.10 par value per share (“Class B stock”). Stockholders of record of Class A stock or Class B stock as of the close of business on February 26, 2020, may vote at the 2020 Annual Meeting. As of February 26, 2020, there were 165,852,671 shares of Class A stock and 803,404 shares of Class B stock outstanding. Each share of stock is entitled to one vote.

Proposal 1: Class A stockholders vote for the election of four of the 12 director nominees. Class B stockholders vote for the election of eight of the 12 director nominees.

Proposal 2: Class A and B stockholders, voting together as a single class, vote on this proposal.

Proposal 3: Class B stockholders vote on this proposal.

Proposal 4: Class A and B stockholders, voting together as a single class, vote on this proposal.


Q:	Why did I receive a notice in the mail regarding the Internet availability of the proxy materials instead of a paper copy of the proxy materials?

The Notice of Internet Availability of Proxy Materials (the “Notice”) that we mail to our stockholders (other than those who previously requested printed copies or electronic delivery) directs you to a website where you can access our proxy materials and view instructions on how to vote. By furnishing this Proxy Statement and our 2019 Annual Report to our stockholders by providing access to these documents on the Internet rather than mailing printed copies, we save natural resources and reduce printing and distribution costs, while providing a convenient way to access the materials and vote. If you ~~are~~would prefer to receive a ~~beneficial owner whose shares are held by a broker, bank or other nominee, you must instruct~~paper copy of these materials, please follow the ~~broker, bank or other nominee~~instructions included in the Notice.


Q:	How do I get electronic access to the proxy materials?

The Notice provides instructions on how to ~~vote your shares. If you do not provide voting instructions, your shares will not be voted~~view the proxy materials for our Annual Meeting on ~~proposals on which brokers do not have discretionary authority, namely: Proposal 1 (election of~~ the ~~Board of Directors)~~Internet. In addition, this Proxy Statement is available at http://investors.nytco.com/investors/financials/proxy-statements, and ~~Proposal 2 (advisory vote to approve executive compensation). This~~the 2019 Annual Report is ~~called a “broker non-vote.” Your shares will be counted as present~~available at ~~the meeting for quorum purposes but not present and entitled to vote for purposes of these specific proposals.~~ ~~Therefore, it is very important that beneficial owners instruct their broker, bank or other nominee how they wish to vote their shares.~~http://investors.nytco.com/investors/financials/annual-reports.

You can elect to receive all future stockholder communications (i.e., notices of Internet availability of proxy materials and other correspondence) electronically by email instead of in print, by choosing this delivery method in the “Investors” section of our website at http://investors.nytco.com/investors/investor-resources/annual-meeting-information. If you choose to receive future stockholder communications electronically, and we encourage you to do ~~not provide your broker, bank~~so, you will receive an email next year with instructions containing links to those materials and to the proxy voting site. Your election to receive stockholder communications by email will remain in effect until you terminate it or ~~other nominee with voting instructions with respect to Proposal 3 (ratification of~~for as long as the ~~selection of Ernst & Young LLP as auditors for the fiscal year ending~~ ~~December 30, 2018), your broker, bank or other nominee has discretion to vote your shares on this proposal, which~~email address you provided is ~~considered a “routine” management proposal.~~valid.


Q:	How ~~will broker non-votes, withheld votes and abstentions affect the voting results?~~do I cast my vote?


A:	Pursuant to the Company’s By-laws, withheld votes and broker non-votes will have no effect on the election of directors; broker non-votes will have no effect on advisory Proposal 2; and abstentions will have the same effect as votes against advisory Proposal 2 and Proposal 3.


Q:	~~Who pays for the solicitation of proxies and how are they solicited?~~

~~Proxies are solicited~~You can vote your shares either by ~~our Board of Directors. The Company bears the costs of the solicitation of the proxies on behalf of the Board of Directors. Our directors, officers~~proxy or ~~employees may solicit proxies~~ in person or by mail, telephone, facsimile or electronic transmission. The costs associated with the solicitation of proxies include the cost of preparing, printing and mailing our proxy materials, the Notice and any other information we send to stockholders.

We also pay banks, brokers and other persons representing beneficial owners of shares held in street name certain fees associated with forwarding our proxy materials and obtaining beneficial owners’ voting instructions. We reimburse those firms for their reasonable expenses in accordance with applicable rules. In addition, we have engaged Alliance Advisors, LLC to assist in soliciting proxies for an estimated fee of $9,000, plus out-of-pocket expenses and certain administrative fees.


Q:	~~Who will serve as inspector of election?~~

~~We have engaged Broadridge Financial Solutions, Inc. as the independent inspector of election to tabulate stockholder votes~~ at the Annual Meeting. If you choose to vote by proxy, you may do so by using the Internet or the designated toll-free telephone number, or if you received a printed copy of the proxy materials, by mail. Whichever method you use, for your proxy to be counted, it must be received by 11:59 p.m. Eastern Time on April 21, 2020. Each of these procedures is more fully explained below.

~~THE NEW YORK TIMES COMPANY - P. 4~~

Vote by Internet

~~GLOSSARY OF CERTAIN TERMS~~

~~To improve~~You can vote your shares by Internet on the readability of this Proxy Statement, we use certain shortened “defined terms” to refer to various terms that are used frequently. These defined terms are generally provided the first time the longer term appears in the text and, for your convenience, are also set forth below.

~~“1991 Incentive Plan” means the Company’s 1991 Executive Stock Incentive Plan;~~

“1997 Trust” means the trust created in 1997 by the four children of Iphigene Ochs Sulzberger (Marian S. Heiskell, Ruth S. Holmberg, Judith P. Sulzberger and Arthur Ochs Sulzberger (the latter three of whom are deceased) (the “Grantors”)) for the benefit of each of the Grantors and his or her family;

~~“2010 Incentive Plan” means The New York Times Company 2010 Incentive Compensation Plan;~~

~~“Class A stock” means the Company’s Class A Common Stock, $.10 par value per share;~~

~~“Class B stock” means the Company’s Class B Common Stock, $.10 par value per share;~~

~~“Company” means The New York Times Company;~~

~~“Company 401(k) Plan” means The New York Times Companies Supplemental Retirement and Investment Plan;~~

~~“Directors’ Deferral Plan” means the Company’s Non-Employee Directors Deferral Plan;~~

~~“NYSE” means the New York Stock Exchange;~~

~~“Pension Plan” means The New York Times Companies Pension Plan;~~

~~“Restoration Plan” means The New York Times Company Savings Restoration Plan;~~

~~“say-on-pay vote” means the advisory vote to approve executive compensation under Proposal 2;~~

~~“SEC” means the U.S. Securities and Exchange Commission;~~

~~“SERPs” means, collectively, The New York Times Company Supplemental Executive Retirement Plan (“SERP I”) and The New York Times Company Executive Unfunded Plan II (“SERP II”);~~

~~“SESP” means The New York Times Company Supplemental Executive Savings Plan; and~~

“Trustees” means the current trustees of the 1997 Trust: Theresa Dryfoos, David Golden, Gertrude A.L. Golden, Hays N. Golden, Steven B. Green, A.G. Sulzberger, Arthur Sulzberger, Jr. and Margot Golden Tishler.

~~IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR~~

~~THE ANNUAL MEETING OF STOCKHOLDERS TO BE HELD ON~~ ~~APRIL 19, 2018~~.

~~This Proxy Statement is available at~~voting website, http://~~investors.nytco.com/investors/financials/proxy-statements~~www.proxyvote.com~~, and the~~ ~~2017~~ ~~Annual Report~~. Internet voting is available at ~~http://investors.nytco.com/investors/financials/annual-reports~~24 hours a day, seven days a week. Follow the instructions and have your Notice, proxy card or voting instruction form in hand, as you will need to reference your assigned Control Number(s).

~~THE NEW YORK TIMES COMPANY - P. 5~~

~~WHERE TO FIND MORE INFORMATION ON THE NEW YORK TIMES COMPANY~~

~~Documents Filed with the Securities and Exchange Commission~~

~~This Proxy Statement is accompanied by our~~ ~~2017~~ ~~Annual Report, which includes our Annual Report on Form 10-K for the fiscal year ended December 31, 2017, which we have previously filed with the SEC and which includes audited financial statements.~~

You can obtain any of the documents we file with the SEC (including our Annual Report on Form 10-K for the fiscal year ended December 31, 2017) by contacting us or the SEC (see below for information on contacting the SEC). To obtain documents from us, please direct requests in writing or by telephone to:

The New York Times Company

Proxy Statement

Annual Meeting of Stockholders to be Held on April 22, 2020

VOTING ON MATTERS BEFORE THE ANNUAL MEETING


Q:	What am I voting on?


A:	Stockholders are asked to vote on four items at the 2020 Annual Meeting:

Proposal 1: Election of the Board of Directors of The New York Times Company (the “Board”).

Proposal 2: Adoption of The New York Times Company 2020 Incentive Compensation Plan (the “2020 Incentive Plan”).

Proposal 3: Advisory vote to approve executive compensation (the “say-on-pay” vote).

Proposal 4: Ratification of the selection of Ernst & Young LLP as auditors for the fiscal year ending December 27, 2020.


Q:	How does the Board of Directors recommend voting?


A:	The Board of Directors recommends voting:

FOR each nominee to the Board;

FOR the adoption of the 2020 Incentive Plan;

FOR the approval, on an advisory basis, of the executive compensation of our named executive officers; and

The Audit Committee of the Board recommends voting:

FOR ratification of Ernst & Young LLP as auditors for the fiscal year ending December 27, 2020.


Q:	Who is entitled to vote?

The New York Times Company has two classes of outstanding voting securities: Class A common stock, $.10 par value per share (“Class A stock”) and Class B common stock, $.10 par value per share (“Class B stock”). Stockholders of record of Class A stock or Class B stock as of the close of business on February 26, 2020, may vote at the 2020 Annual Meeting. As of February 26, 2020, there were 165,852,671 shares of Class A stock and 803,404 shares of Class B stock outstanding. Each share of stock is entitled to one vote.

Proposal 1: Class A stockholders vote for the election of four of the 12 director nominees. Class B stockholders vote for the election of eight of the 12 director nominees.

Proposal 2: Class A and B stockholders, voting together as a single class, vote on this proposal.

Proposal 3: Class B stockholders vote on this proposal.

Proposal 4: Class A and B stockholders, voting together as a single class, vote on this proposal.


Q:	Why did I receive a notice in the mail regarding the Internet availability of the proxy materials instead of a paper copy of the proxy materials?

The Notice of Internet Availability of Proxy Materials (the “Notice”) that we mail to our stockholders (other than those who previously requested printed copies or electronic delivery) directs you to a website where you can access our proxy materials and view instructions on how to vote. By furnishing this Proxy Statement and our 2019 Annual Report to our stockholders by providing access to these documents on the Internet rather than mailing printed copies, we save natural resources and reduce printing and distribution costs, while providing a convenient way to access the materials and vote. If you would prefer to receive a paper copy of these materials, please follow the instructions included in the Notice.


Q:	How do I get electronic access to the proxy materials?


A:	The Notice provides instructions on how to view the proxy materials for our Annual Meeting on the Internet. In addition, this Proxy Statement is available at http://investors.nytco.com/investors/financials/proxy-statements, and the 2019 Annual Report is available at http://investors.nytco.com/investors/financials/annual-reports.


Q:	How do I cast my vote?

You can vote your shares either by proxy or in person at the Annual Meeting. If you choose to vote by proxy, you may do so by using the Internet or the designated toll-free telephone number, or if you received a printed copy of the proxy materials, by mail. Whichever method you use, for your proxy to be counted, it must be received by 11:59 p.m. Eastern Time on April 21, 2020. Each of these procedures is more fully explained below.

Vote by Internet

Vote by Telephone

You can also vote your shares by calling the toll-free telephone number provided on the voting website, http://www.proxyvote.com, and on the proxy card. Telephone voting is available 24 hours a day, seven days a week.

Vote by Mail

Voting in Person at the Annual Meeting

If you wish to vote in person, written ballots will be available at the Annual Meeting. If you are a beneficial or street name holder, while you are invited to attend the Annual Meeting, you may only vote your shares in person at the Annual Meeting if you bring with you a legal proxy from your broker, bank or other nominee.

Even if you plan to attend the Annual Meeting, you may still cast your vote in advance using any of the methods described above.

If you are a registered holder and submit a proxy without giving instructions, your shares will be voted as recommended by the Board.

If you are a beneficial owner of shares, voting your shares is critical due to a New York Stock Exchange (“NYSE”) rule that prohibits your broker from voting your shares on Proposals 1, 2 and 3 without your instructions. See “What is a broker non-vote?”

If you have any questions about this NYSE rule or the proxy voting process in general, the U.S. Securities and Exchange Commission (the “SEC”) has a website (http://www.sec.gov/spotlight/proxymatters.shtml) with more information about your rights as a stockholder.


Q:	What is the difference between holding shares as a registered holder and as a beneficial owner of shares held in street name?


A:	Registered Holder. If your shares are registered directly in your name on the books of the Company maintained with the Company’s transfer agent, Computershare, Inc., you are considered the “registered holder” of those shares, and the Notice is sent directly to you by the Company.

Beneficial Owner of Shares Held in Street Name. If your shares are held in a stock brokerage account or by a bank or other nominee, you are considered the “beneficial owner of shares held in street name” (also called a “street name holder”), and the Notice is forwarded to you by your broker, bank or other nominee. As a beneficial owner, you have the right to direct your broker, bank or other nominee on how to vote the shares held in your account.


Q:	What are the procedures for attending the Annual Meeting?

All stockholders as of the record date and members of their immediate families are welcome to attend the Annual Meeting. If you attend, please note that you will be asked to present government-issued identification (such as a driver’s license or passport) and evidence of your share ownership on the record date. This can be the Notice, your proxy card, a brokerage statement or letter from a bank or broker indicating ownership on February 26, 2020, your voting instruction form, or a legal proxy provided by your broker, bank or other nominee.

We will have in place customary security measures, which may include a bag search. The use of cameras, cellphones or other recording devices will not be allowed.

You do not need to attend the Annual Meeting to vote. See “How do I cast my vote?” above.


Q:	How will my stock be voted on other business brought up at the Annual Meeting?


A:	By submitting your proxy, you authorize the persons named as proxies to use their discretion in voting on any other matter brought before the Annual Meeting. The Company does not know of any other business to be considered at the Annual Meeting.


Q:	Can I change my vote or revoke my proxy?


A:	Yes. If you are a registered holder, you can change your vote or revoke your proxy at any time before it is voted at the Annual Meeting, subject to the voting deadlines that are described on the proxy card or voting instruction form, as applicable, by submitting a later-dated proxy (either by mail, telephone or Internet) or by voting by ballot at the Annual Meeting.


Q:	What is the quorum requirement for the Annual Meeting?

The holders of record of a majority of the Company’s shares of stock issued and outstanding on the record date and entitled to vote, in person or by proxy, constitute a quorum for the transaction of business at the Annual Meeting. However, the Certificate of Incorporation of the Company provides that Class A stockholders, voting separately, are entitled to elect 30% of the Board of Directors (or the nearest larger whole number) and Class B stockholders, voting separately, are entitled to elect the balance of the Board of Directors. Accordingly, with respect to the election of directors, the holders of a majority of the shares of each of the Class A and Class B stock, respectively, constitute a quorum for the election of the Board of Directors. In addition, only Class B stockholders are entitled to vote on the advisory say-on-pay vote to approve executive compensation. Accordingly, the holders of a majority of the shares of Class B stock constitute a quorum for this proposal. Broker non-votes and abstentions (as described below) are counted as present for establishing a quorum.


Q:	What is the voting requirement to elect the directors and to approve each of the other proposals?


A:	The voting requirements are as follows:

Proposal 1: Directors are elected by a plurality of the votes cast. However, please see our policy described on page 21 regarding directors who do not receive more “for” votes than “withheld” votes.

Proposal 2: Approval of the 2020 Incentive Plan requires the affirmative vote of a majority of the shares of Class A and Class B stock represented at the Annual Meeting, in person or by proxy, and entitled to vote on the proposal, voting together as a single class.

Proposal 3: The advisory say-on-pay vote to approve executive compensation requires, pursuant to the Company’s By-laws, the affirmative vote of a majority of the shares of Class B stock represented at the Annual Meeting, in person or by proxy, and entitled to vote on the proposal.

Proposal 4: Ratification of the selection of Ernst & Young LLP as auditors for the fiscal year ending December 27, 2020, requires, pursuant to the Company’s By-laws, the affirmative vote of a majority of the shares of Class A and Class B stock represented at the Annual Meeting, in person or by proxy, and entitled to vote on the proposal, voting together as a single class.


Q:	What is a broker non-vote?

If you are a beneficial owner whose shares are held by a broker, bank or other nominee, you must instruct the broker, bank or other nominee how to vote your shares. If you do not provide voting instructions, your shares will not be voted on proposals on which brokers do not have discretionary authority, namely: Proposal 1 (election of the Board of Directors), Proposal 2 (approval of the 2020 Incentive Plan) and Proposal 3 (advisory vote to approve executive compensation). This is called a “broker non-vote.” Your shares will be counted as present at the meeting for quorum purposes but not present and entitled to vote for purposes of these specific proposals. Therefore, it is very important that beneficial owners instruct their broker, bank or other nominee how they wish to vote their shares.

If you do not provide your broker, bank or other nominee with voting instructions with respect to Proposal 4 (ratification of the selection of Ernst & Young LLP as auditors for the fiscal year ending December 27, 2020), your broker, bank or other nominee has discretion to vote your shares on this proposal, which is considered a “routine” management proposal.


Q:	How will broker non-votes, withheld votes and abstentions affect the voting results?


A:	Pursuant to the Company’s By-laws, withheld votes and broker non-votes will have no effect on the election of directors; broker non-votes will have no effect on Proposal 2 or advisory Proposal 3; and abstentions will have the same effect as votes against Proposal 2, advisory Proposal 3 and Proposal 4.


Q:	Who pays for the solicitation of proxies and how are they solicited?

Proxies are solicited by our Board of Directors. The Company bears the costs of the solicitation of the proxies on behalf of the Board of Directors. Our directors, officers or employees may solicit proxies in person or by mail, telephone, facsimile or electronic transmission. The costs associated with the solicitation of proxies include the cost of preparing, printing and mailing our proxy materials, the Notice and any other information we send to stockholders.

We also pay banks, brokers and other persons representing beneficial owners of shares held in street name certain fees associated with forwarding our proxy materials and obtaining beneficial owners’ voting instructions. We reimburse those firms for their reasonable expenses in accordance with applicable rules. In addition, we have engaged Alliance Advisors, LLC to assist in soliciting proxies for an estimated fee of $12,500, plus out-of-pocket expenses and certain administrative fees.


Q:	Who will serve as inspector of election?


A:	We have engaged Broadridge Financial Solutions, Inc. as the independent inspector of election to tabulate stockholder votes at the Annual Meeting.

GLOSSARY OF CERTAIN TERMS

To improve the readability of this Proxy Statement, we use certain shortened “defined terms” to refer to various terms that are used frequently. These defined terms are generally provided the first time the longer term appears in the text and, for your convenience, certain defined terms are also set forth below.

“1997 Trust” means the trust created in 1997 by the four children of Iphigene Ochs Sulzberger (Marian S. Heiskell, Ruth S. Holmberg, Judith P. Sulzberger and Arthur Ochs Sulzberger (the “Grantors”)) for the benefit of each of the Grantors and his or her family;

“2010 Incentive Plan” means The New York Times Company 2010 Incentive Compensation Plan;

“2020 Incentive Plan” means The New York Times Company 2020 Incentive Compensation Plan, which is proposed for approval under Proposal 2;

“Class A stock” means the Company’s Class A Common Stock, $.10 par value per share;

“Class B stock” means the Company’s Class B Common Stock, $.10 par value per share;

“Company” means The New York Times Company;

“Exchange Act” means the Securities Exchange Act of 1934, as amended;

“NYSE” means the New York Stock Exchange;

“say-on-pay vote” means the advisory vote to approve executive compensation under Proposal 3;

“SEC” means the U.S. Securities and Exchange Commission;

“Trustees” means the current trustees of the 1997 Trust: Theresa Dryfoos, David Golden, Gertrude A.L. Golden, Hays N. Golden, David Perpich, A.G. Sulzberger, Arthur Sulzberger, Jr. and Margot Golden Tishler; and their successors.

IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR

THE ANNUAL MEETING OF STOCKHOLDERS TO BE HELD ON APRIL 22, 2020.

This Proxy Statement is available at http://investors.nytco.com/investors/financials/proxy-statements, and the 2019 Annual Report is available at http://investors.nytco.com/investors/financials/annual-reports.

WHERE TO FIND MORE INFORMATION ON THE NEW YORK TIMES COMPANY

Documents Filed with the Securities and Exchange Commission

This Proxy Statement is accompanied by our 2019 Annual Report, which includes our Annual Report on Form 10-K for the fiscal year ended December 29, 2019, which we have previously filed with the SEC and which includes audited financial statements.

You can obtain any of the documents we file with the SEC (including our Annual Report on Form 10-K for the fiscal year ended December 29, 2019). To obtain documents from us, please direct requests in writing or by telephone to:

The New York Times Company

620 Eighth Avenue

New York, NY 10018

Phone: (212) 556-1234

Attention: Corporate Secretary

We will send you the requested documents without charge, excluding exhibits.

Additional Information

There are a number of other sources for additional information on The New York Times Company:

SEC. We file reports, proxy statements and other information with the SEC, which can be accessed through the SEC’s website (http://www.sec.gov) ~~or reviewed and copied at the SEC’s Public Reference Room at 100 F Street N.E., Washington, D.C. 20549. Please call (800) 732-0330 for further information on the Public Reference Room.~~.

NYSE. The Class A stock of The New York Times Company is listed on the NYSE, and reports and other information on the Company can be reviewed at the office of the NYSE at 11 Wall Street, New York, NY 10005.

The New York Times Company website. Our website at http://www.nytco.com provides ongoing information about the Company and its performance, including documents filed with the SEC. In addition, printable versions of the following materials can be found on the Corporate Governance section of our website at http://investors.nytco.com/investors/corporate-governance:

— Corporate Governance Principles

— Board Committee Charters:

•Audit Committee

•Compensation Committee

•Finance Committee

•Nominating & Governance Committee

•~~Technology & Innovation Committee~~

— Code of Ethics for the Executive Chairman, Chief Executive Officer and Senior Financial Officers

— Code of Ethics for Directors

— Business Ethics Policy

— Policy on Transactions with Related Persons

— Procedures Regarding Communications by Security Holders and Other Interested Parties to the Board of Directors

Please note that information contained on our website does not constitute part of this Proxy Statement.



IMPORTANT NOTE:
This Proxy Statement is dated March ~~7, 2018.~~13, 2020. You should not assume that the information contained in this Proxy Statement is accurate as of any date other than such date, and the furnishing of this Proxy Statement to stockholders shall not create any implication to the contrary.

~~THE NEW YORK TIMES COMPANY - P. 6~~

GENERAL INFORMATION

The 1997 Trust

Since the purchase of The New York Times newspaper by Adolph S. Ochs in 1896, control of The New York Times and related properties has rested with his family. Family members have taken an active role in the stewardship and management of The New York Times Company. The position of Publisher of The New York Times has been held by various family members, from Adolph S. Ochs to the current Publisher, A.G. Sulzberger, who also serves as a member of the Company’s Board.

In February 1990, on the death of Adolph S. Ochs’s daughter, Iphigene Ochs Sulzberger (“Mrs. Sulzberger”), control passed to her four children through the automatic termination of a trust established by Mr. Ochs. That trust held 83.7% of the Class B stock of the Company, which is not publicly traded. Holders of Class B stock have the right to elect approximately 70% of the Board of Directors. Mrs. Sulzberger’s four children, ~~are:~~all of whom are deceased, were: Marian S. Heiskell, Ruth S. Holmberg, Judith P. Sulzberger and Arthur Ochs Sulzberger ~~(the latter three of whom are deceased)~~ (each a “Grantor,” and collectively, the “Grantors”).

In 1997, the Grantors executed an indenture creating a trust (the “1997 Trust”) for the benefit of each Grantor and his or her family, and entered into a first amendment to the indenture on December 14, 2000 (the indenture and first amendment thereto are collectively referred to as the “Trust Indenture”). The Grantors transferred to the 1997 Trust all shares of Class B stock previously held by the trust established by Adolph S. Ochs, together with a number of shares of Class A stock. The 1997 Trust currently holds 738,810 shares of Class B stock and 1,400,000 shares of Class A stock. The primary objective of the 1997 Trust is to maintain the editorial independence and the integrity of The New York Times and to perpetuate it “as an independent newspaper, entirely fearless, free of ulterior influence and unselfishly devoted to the public welfare” (the “primary objective of the 1997 Trust”) in accordance with the wishes of Adolph S. Ochs as expressed in his will.

The current trustees of the 1997 Trust are Theresa Dryfoos, David Golden, Gertrude A.L. Golden, Hays N. Golden, ~~Steven B. Green,~~David Perpich, A.G. Sulzberger, Arthur Sulzberger, Jr. and Margot Golden Tishler (each a “Trustee,” and collectively, together with their successors, the “Trustees”).

The Trust Indenture is subject to the terms and provisions of a 1986 shareholders agreement (the “Shareholders Agreement”) among the Grantors, their children and the Company, which restricts the transfer of Class B stock that is held by the 1997 Trust by requiring, prior to any sale or transfer, the offering of those shares among the other family stockholders and then to the Company at the Class A stock market price then prevailing (or if the Company is the purchaser, at the option of the selling stockholder, in exchange for Class A stock on a share-for-share basis). The Shareholders Agreement provides for the conversion of such shares into Class A stock if the purchase rights are not exercised by the family stockholders or the Company and such shares of Class A stock are to be transferred to a person or persons other than family stockholders or the Company. There are certain exceptions for gifts and other transfers among the descendants of Adolph S. Ochs, provided that the recipients become parties to the Shareholders Agreement.

In addition, the Shareholders Agreement provides that, if the Company is a party to a merger (other than a merger solely to change the Company’s jurisdiction of incorporation), consolidation or plan of liquidation in which such Class B stock is exchanged for cash, stock, securities or any other property of the Company or of any other corporation or entity, each signing stockholder will convert his or her shares of such Class B stock into Class A stock prior to the effective date of such transaction so that a holder of such shares will receive the same cash, stock or other consideration that a holder of Class A stock would receive in such a transaction. Except for the foregoing, each signing stockholder has agreed not to convert any shares of such Class B stock received from a trust created under the will of Adolph S. Ochs into Class A stock. The Shareholders Agreement will terminate upon the expiration of 21 years after the death of the last remaining survivor of all descendants of Mrs. Sulzberger living on August 5, 1986.

The Trustees, subject to the limited exceptions described below, are directed to retain the Class B stock held in the 1997 Trust and not to sell, distribute or convert such shares into Class A stock and to vote such Class B stock against any merger, sale of assets or other transaction pursuant to which control of The New York Times passes from the Trustees, unless they determine that the primary objective of the 1997 Trust can be best achieved by the sale, distribution or conversion of such stock or by the implementation of such transaction. If, upon such determination, any Class B stock is distributed to the beneficiaries of the 1997 Trust, it must be distributed only to descendants of

~~THE NEW YORK TIMES COMPANY - P. 7~~

Mrs. Sulzberger, subject to the provisions of the Shareholders Agreement (if it is still in effect). Similarly, any sale by the 1997 Trust of Class B stock upon such determination can be made only in compliance with the Shareholders Agreement.

The Trustees are granted various powers and rights, including among others: (i) to vote all of the shares of Class A and Class B stock held by the 1997 Trust; (ii) to nominate the successor ~~trustees~~Trustees who may also serve on the Company’s Board of Directors; and (iii) to amend certain provisions of the Trust Indenture, but not the provisions relating to retaining the Class B stock or the manner in which such shares may be distributed, sold or converted. The Trust Indenture provides for eight Trustees. All actions of the Trustees require the affirmative vote of six of the eight Trustees. Any Trustee may be removed without cause by a vote of six Trustees. In general, the Trustees will appoint four of the Trustees and the beneficiaries of the 1997 Trust will elect the remaining four Trustees.

The 1997 Trust will continue in existence until the expiration of 21 years after the death of the last survivor of all of the descendants of Mrs. Sulzberger then living on December 14, 2000. Upon the termination of the 1997 Trust at the end of the stated term thereof, all of the trust property, including the shares of Class A and Class B stock held by the 1997 Trust, will be distributed to the descendants of Mrs. Sulzberger then living.

~~As of February 15, 2018, the 1997 Trust also controlled, through a limited liability company, an additional 4,300,197 shares of Class A stock.~~

~~We have~~The Company has been informed by representatives of the Ochs-Sulzberger family that, as of February ~~15, 2018,~~26, 2020, the aggregate holdings of the 1997 Trust and ~~the~~an additional entity controlled by descendants of Mrs. Sulzberger represented approximately 9%92 percent of the Company’s ~~total outstanding equity (i.e., Class A stock and~~ Class B stock and 3.4 percent of the ~~Company).~~Company’s Class A stock. These amounts do not include the personal holdings of the more than 80 individual members of the Ochs-Sulzberger family, many of which are sizable.

~~THE NEW YORK TIMES COMPANY - P. 8~~

PRINCIPAL HOLDERS OF COMMON STOCK

The following table sets forth the only persons who, to the knowledge of management, owned beneficially on February ~~15, 2018,~~26, 2020, more than 5% of the outstanding shares of either Class A stock or Class B stock:



Name and Address	Shares of Class A Stock	Percent of Class A Stock		Shares of Class B Stock	Percent of Class B Stock		Shares of Class A Stock	Percent of Class A Stock		Shares of Class B Stock	Percent of Class B Stock
1997 Trust^1,2 620 Eighth Avenue New York, NY 10018	6,439,007	3.9	%	738,810	91.9	%	2,138,810	1.3	%	738,810	92.0	%
Theresa Dryfoos^1,2,3 620 Eighth Avenue New York, NY 10018	6,439,007	3.9	%	738,810	91.9	%	2,153,234	1.3	%	741,780	92.3	%
David Golden^1,2,4 620 Eighth Avenue New York, NY 10018	6,446,054	3.9	%	738,810	90.9	%	2,145,857	1.3	%	738,810	92.0	%
Gertrude A.L. Golden^1,2,5 620 Eighth Avenue New York, NY 10018	6,550,979	4.0	%	739,928	92.1	%	2,230,812	1.3	%	740,521	92.2	%
Hays N. Golden^1,2,6 620 Eighth Avenue New York, NY 10018	6,506,787	4.0	%	738,810	91.9	%	2,221,511	1.3	%	738,810	92.0	%
Steven B. Green^1,2,7 620 Eighth Avenue New York, NY 10018	6,502,966	4.0	%	738,810	91.9	%
David Perpich^1,2,7 620 Eighth Avenue New York, NY 10018							2,273,864	1.4	%	741,615	92.3	%
A.G. Sulzberger^1,2,8 620 Eighth Avenue New York, NY 10018	6,478,572	4.0	%	738,810	91.9	%	2,184,787	1.3	%	738,810	92.0	%
Arthur Sulzberger, Jr.^1,2,9 620 Eighth Avenue New York, NY 10018	7,347,436	4.5	%	740,662	92.1	%	2,949,302	1.8	%	740,662	92.2	%
Margot Tishler^1,2,10 620 Eighth Avenue New York, NY 10018	6,496,327	4.1	%	738,810	92.1	%
Margot Golden Tishler^1,2,10 620 Eighth Avenue New York, NY 10018							2,196,130	1.3	%	738,810	92.0	%
Carlos Slim Helú¹¹ Paseo de las Palmas 736 Colonia Lomas de Chapultepec 11000 México, D.F., México	27,191,500	16.7	%				16,197,175	9.8	%
BlackRock, Inc.¹² 55 East 52nd Street New York, NY 10055	13,335,331	8.2	%
Darsana Capital Partners LP¹³ 40 West 57th Street, 15th Floor New York, NY 10019	14,524,335	8.9	%
Fairpointe Capital LLC¹⁴ One North Franklin Street, Suite 3300 Chicago, IL 60606	8,506,122	5.2	%
The Vanguard Group¹⁵ 100 Vanguard Boulevard Malvern, PA 19355	13,765,759	8.4	%
Wellington Management Group LLP¹⁶ 280 Congress Street Boston, MA 02210	8,126,059	5.0	%
The Vanguard Group¹²100 Vanguard Boulevard Malvern, PA 19355							13,960,892	8.4	%
Jackson Square Partners, LLC¹³101 California Street, Suite 3750 San Francisco, CA 94111							13,922,765	8.4	%
BlackRock, Inc.¹⁴ 55 East 52nd Street New York, NY 10055							13,195,727	8.0	%
Darsana Capital Partners LP¹⁵ 40 West 57th Street, 15th Floor New York, NY 10019							12,000,000	7.2	%
	Footnotes continue on following page.						Footnotes appear on following pages.

~~THE NEW YORK TIMES COMPANY - P. 9~~

Includes ~~(a)~~ 1,400,000 shares of Class A stock and 738,810 shares of Class A stock issuable upon the conversion of 738,810 shares of Class B stock directly owned by the 1997 Trust. Each of the Trustees of the 1997 Trust shares voting and ~~(b)~~investment power with respect to the shares owned by the 1997 Trust. Therefore, under SEC regulations, each may be deemed a beneficial owner of the shares held by the 1997 Trust. Such shares are therefore included in the amounts listed in this table for each Trustee. As a result of this presentation, there are substantial duplications in the number of shares and percentages shown in the table. By virtue of their being Trustees of the 1997 Trust, the Trustees could be deemed to comprise a “group” within the meaning of SEC regulations. Such group is the beneficial owner in the aggregate of ~~4,300,197~~3,383,827 shares of Class A stock, ~~indirectly owned~~representing approximately 2.0% of the outstanding shares of Class A stock. This amount includes those shares directly held by the 1997 Trust, ~~through its control~~as well as (i) 837,858 shares of ~~a limited liability company.~~Class A stock directly or indirectly held by individual Trustees; (ii) 9,338 shares of Class A stock issuable upon the conversion of 9,338 shares of Class B stock held directly or indirectly by individual Trustees; (iii) 24,224 shares of Class A stock underlying restricted stock units awarded under the Company’s 2010 Incentive Compensation Plan (the “2010 Incentive Plan”) that have vested or will vest within 60 days; and (iv) 373,597 shares of Class A stock that could be acquired within 60 days upon the exercise of options granted under the Company’s 2010 Incentive Plan.

Each of the Trustees of the 1997 Trust shares voting and investment power with respect to the shares owned by the 1997 Trust. Therefore, under SEC regulations, each may be deemed a beneficial owner of the shares held by the 1997 Trust. Such shares are therefore included in the amounts listed in this table for each Trustee. As a result of this presentation, there are substantial duplications in the number of shares and percentages shown in the table. By virtue of their being Trustees of the 1997 Trust, the Trustees could be deemed to comprise a “group” within the meaning of SEC regulations. Such group is the beneficial owner in the aggregate of 7,695,079 shares of Class A stock, representing approximately 4.7% of the outstanding shares of Class A stock. This amount includes those shares directly or indirectly held by the 1997 Trust, as well as (i) 583,355 shares of Class A stock directly or indirectly held by individual Trustees; (ii) 2,970 shares of Class A stock issuable upon the conversion of 2,970 shares of Class B stock held directly or indirectly by individual Trustees; (iii) 14,500 shares of Class A stock underlying restricted stock units awarded under the Company’s 2010 Incentive Compensation Plan (the “2010 Incentive Plan”) that have vested or will vest within 60 days; and (iv) 655,247 shares of Class A stock that could be acquired within 60 days upon the exercise of options granted under the Company’s 1991 Executive Stock Incentive Plan (the “1991 Incentive Plan”), its 2010 Incentive Plan or its 2004 Non-Employee Directors’ Stock Incentive Plan (the “Directors’ Incentive Plan”). In addition, the Company has been informed by representatives of the Ochs-Sulzberger family that the aggregate holdings of the 1997 Trust and the descendants of Mrs. Sulzberger represent approximately 9% of the Company’s total outstanding equity (i.e., Class A stock and Class B stock of the Company).

Class B stock is convertible into Class A stock on a share-for-share basis. Ownership of Class B stock is therefore deemed to be beneficial ownership of Class A stock under SEC regulations. For purposes of the presentation of ownership of Class A stock in this table, it has been assumed that each person listed therein as holding Class B stock has converted into Class A stock all shares of Class B stock of which that person is deemed the beneficial owner. Thus, all shares of Class B stock held by the 1997 Trust and by the Trustees have been included in the calculation of the total amount of Class A stock owned by each such person as well as in the calculation of the total amount of Class B stock owned by each such person. As a result of this presentation, there are substantial duplications in the number of shares and percentages shown in the table.

Includes the amounts of Class A and Class B stock described in footnotes 1 and 2. The holdings of Class A stock reported for Ms. Dryfoos exclude (i) 110,000 shares of Class A stock held in a trust, of which she is a co-trustee, (ii) 1,454 shares of Class A stock held by two trusts, of which she is a co-trustee, (iii) 10,000 shares of Class A stock held by a trust of which her husband is a trustee, and (iv) 11,554 shares held in an account for the benefit of her grandson of which her husband is the custodian. Ms. Dryfoos disclaims beneficial ownership of these shares.

In addition to the amounts of Class A stock and Class B stock described in footnotes 1 and 2, ~~David~~the holdings reported for Ms. Dryfoos include (i) 1,454 shares of Class A stock held by two trusts, of which she is a co-trustee, (ii) 10,000 shares of Class A stock held by a trust of which her husband is a trustee, and (iii) 2,970 shares of Class B stock held by a trust of which her husband is a co-trustee. Ms. Dryfoos disclaims beneficial ownership of these shares.


4.	In addition to the amounts of Class A stock and Class B stock described in footnotes 1 and 2, Mr. Golden is the direct beneficial owner of, and has sole voting and dispositive power with respect to, 7,047 shares of Class A ~~stock held solely.~~stock.

In addition to the amounts of Class A stock and Class B stock described in footnotes 1 and 2, the holdings of Ms. Golden include (a) ~~1,118~~1,711 shares of Class B stock indirectly held ~~jointly with~~through her husband, (b) ~~20,563 shares of Class A stock held by two trusts created for the benefit of her daughter, of which Ms. Golden is the sole trustee, (c)~~ 42,073 shares of Class A stock held by a trust of which Ms. Golden’s husband is a trustee, and ~~(d)~~(c) 48,218 shares of Class A stock held in a family trust, of which Ms. Golden is a co-trustee. ~~Ms. Golden disclaims beneficial ownership of all shares held by the trusts described in (b) above.~~ The holdings ~~of Class A stock~~ reported for Ms. Golden exclude 3,269 shares of Class A stock held by three trusts, of which her husband is a co-trustee, as to which Ms. Golden disclaims beneficial ownership.

In addition to the amounts of Class A stock and Class B stock described in footnotes 1 and 2, the holdings of Dr. Golden include (a) 19,563 shares of Class A stock held solely, (b) 14,921 restricted stock units for Class A stock (which will be distributed upon his cessation of service on the Board), including 3,461 unvested restricted stock units for Class A stock that will vest within 60 days, on the date of the 2020 Annual Meeting, and ~~(b)~~(c) 48,217 shares of Class A stock held by a trust, of which he is a co-trustee. The holdings of Class A stock reported for Dr. Golden exclude 3,450 shares of Class A stock held by a trust, of which his wife is the sole trustee and for which Dr. Golden disclaims beneficial ~~ownership, and~~ ~~6,883~~ ~~unvested restricted stock units for Class A stock that will vest on the date of the~~ ~~2018~~ ~~Annual Meeting.~~ownership.

In addition to the amounts of Class A stock and Class B stock described in footnotes 1 and 2, the holdings of Mr. ~~Green~~Perpich include (a) ~~13,959~~19,266 ~~vested~~shares of Class A stock held solely, (b) 112,000 shares of Class A stock and 2,805 shares of Class B stock held by two family trusts for which Mr. Perpich serves as a trustee, and (c) 983 shares of Class A stock held in two custodial accounts created for the benefit of his children, for which Mr. Perpich serves as a custodian. Mr. Perpich disclaims beneficial ownership of the shares described in (b) and (c) above. The amounts reported exclude 2,114 stock-settled restricted stock units for Class A stock ~~(which will be distributed upon his~~that are subject to vesting conditions.

~~THE NEW YORK TIMES COMPANY - P. 10~~

cessation of service on the Board) and (b) 50,000 shares of Class A stock held in two trusts created for the benefit of his children, of which Mr. Green is a co-trustee. Mr. Green disclaims beneficial ownership of the shares described in (b) above. The holdings of Class A stock reported for Mr. Green exclude (i) 120,000 shares of Class A stock and 1,852 shares of Class B stock held by Mr. Green’s wife, (ii) 984 shares of Class A stock held in each of two trusts for the benefit of his children, of which his wife is a co-trustee, and (iii) ~~6,883~~ unvested restricted stock units for Class A stock that will vest on the date of the 2018 Annual Meeting. Mr. Green disclaims beneficial ownership of the shares described in (i) and (ii) above. In addition to these holdings, ~~19,885~~ ~~cash-settled phantom Class A stock units have been credited to Mr. Green’s account under the Company’s Non-Employee Directors Deferral Plan (“Directors’ Deferral Plan”).~~

In addition to the amounts of Class A stock and Class B stock described in footnotes 1 and 2, the holdings ~~for~~of Mr. Sulzberger include (a) ~~39,024~~44,993 shares of Class A stock held solely and (b) ~~541 stock-settled restricted stock units for~~984 shares of Class A stock ~~that will vest within 60 days. The amounts reported do not include 2,312 unvested restricted stock units~~held in a custodial account for ~~Class A stock awarded under the 2010 Incentive Plan that are scheduled to vest on February 18, 2019.~~which Mr. Sulzberger serves as a custodian.

In addition to the amounts of Class A stock and Class B stock described in footnotes 1 and 2, the holdings of Mr. Sulzberger, Jr. include (a) ~~199,362~~374,756 shares of Class A stock and 1,852 shares of Class B stock held solely, (b) ~~655,247~~9,303 restricted stock units for Class A stock (which will be distributed upon cessation of service on the Board), including 3,461 unvested restricted stock units of Class A stock that will vest within 60 days, on the date of the 2020 Annual Meeting, (c) 373,597 shares that could be acquired within 60 days upon the exercise of options granted under the ~~1991 Incentive Plan and~~Company’s 2010 Incentive Plan and ~~(c)~~(d) ~~51,968~~50,984 shares of Class A stock held by four trusts of which Mr. Sulzberger, Jr. isserves as a co-trustee. Mr. Sulzberger, Jr. disclaims beneficial ownership of the shares described in ~~(c)~~(d) above. ~~In addition to these holdings, Mr. Sulzberger, Jr. has~~ ~~100,000~~ ~~cash-settled stock appreciation rights that were awarded under the 1991 Incentive Plan.~~


10.	In addition to the amounts of Class A stock and Class B stock described in footnotes 1 and 2, the holdings of Ms. Tishler include (a) 16,820 shares of Class A stock held ~~solely~~indirectly by a trust and (b) 40,500 shares of Class A stock held by a trust of which she is the sole trustee. Ms. Tishler disclaims beneficial ownership of the shares described in (b) above.

11.

According to information contained in a filing with the SEC pursuant to the Securities Exchange Act of 1934, as amended (the “Exchange Act”), as of December 31, ~~2017,~~2019, Inversora Carso, S.A. de C.V., formerly known as Inmobiliaria Carso, S.A. de C.V. (“Inversora Carso”), beneficially owns ~~19,241,500~~8,247,175 shares of Class A stock. In addition, Grupo Financiero Inbursa, S.A.B. de C.V. (“GFI”), as the parent company of Banco Inbursa, S.A., Institución de Banca Múltiple, Grupo Financiero Inbursa (“Banco Inbursa”), owns 7,950,000 shares of Class A stock.

According to the filing, ~~of the aformentioned shares,~~ (i) Inversora Carso pledged all 8,247,175 shares of Class A stock to the 2017 Mandatory Exchangeable Trust (the “Trust”) pursuant to certain forward agreements dated December 15, 2017, and (ii) GFI ~~has~~ pledged all 7,950,000 shares of Class A stock to the Trust pursuant to a certain forward agreement dated December 15, 2017. Inversora Carso and Banco Inbursa retain voting rights to the pledged shares and ~~now~~ share dispositive power with U.S. Bank National Association as collateral agent for the benefit of the Trust, which has been granted a security interest in the pledged shares pursuant to certain collateral agreements dated December 15, 2017.

According to the filing, Carlos Slim Helú, Carlos Slim Domit, Marco Antonio Slim Domit, Patrick Slim Domit, María Soumaya Slim Domit, Vanessa Paola Slim Domit and Johanna Monique Slim Domit (collectively, the “Slim Family”) are beneficiaries of a trust that in turn owns all of the outstanding voting securities of Inversora Carso and a majority of the outstanding voting equity securities of GFI. As a result, the Slim Family may be deemed to beneficially own indirectly ~~27,191,500 shares of Class A stock, consisting of: (a) the 19,241,500~~all 16,197,175 shares of Class A stock beneficially owned by Inversora Carso and ~~(b) the 7,950,000 shares of Class A stock owned by~~ GFI. In addition, according to filings with the SEC, to the best of the holders’ knowledge, the shares were not acquired for the purpose of or with the effect of changing or influencing the control of the Company.

12.

According to information contained in a filing with the SEC pursuant to the Exchange Act, as of December 31, ~~2017~~2019, ~~BlackRock, Inc.~~The Vanguard Group beneficially owned ~~13,335,331~~13,960,892 shares of Class A stock. The filing states that, to the best of the holder’s knowledge, the shares were not acquired for the purpose of or with the effect of changing or influencing the control of the Company.

13.

According to information contained in a filing with the SEC pursuant to the Exchange Act, as of December 31, 2019, Jackson Square Partners, LLC beneficially owned 13,922,765 shares of Class A stock. The filing states that, to the best of the holder’s knowledge, the shares were acquired in the ordinary course of such holder’s business and were not acquired for the purpose of or with the effect of changing or influencing the control of the Company.

~~13.~~

~~According to information contained in a filing with the SEC pursuant to the Exchange Act, as of December 31,~~ ~~2017~~, Darsana Capital Partners LP beneficially owned 14,524,335 shares of Class A stock. The filing states that, to the best of the holder’s knowledge, the shares were acquired in the ordinary course of such holder’s business and were not acquired for the purpose of or with the effect of changing or influencing the control of the Company.

~~THE NEW YORK TIMES COMPANY - P. 11~~

14.

According to information contained in a filing with the SEC pursuant to the Exchange Act, as of December 31, ~~2017~~2019, ~~Fairpointe Capital LLC~~BlackRock, Inc. beneficially owned ~~8,506,122~~13,195,727 shares of Class A stock. The filing states that, to the best of the holder’s knowledge, the shares were acquired in the ordinary course of such holder’s business and were not acquired for the purpose of or with the effect of changing or influencing the control of the Company.

15.

According to information contained in a filing with the SEC pursuant to the Exchange Act, as of December 31, ~~2017~~2019, ~~The Vanguard Group~~Darsana Capital Partners LP beneficially owned ~~13,765,759~~12,000,000 shares of Class A stock. The filing states that, to the best of the holder’s knowledge, the shares were not acquired for the purpose of or with the effect of changing or influencing the control of the Company.

~~16.~~

~~According to information contained in a filing with the SEC pursuant to the Exchange Act, as of December 29,~~ ~~2017, Wellington Management Group LLP beneficially owned 8,126,059~~ shares of Class A stock. The filing states that, to the best of the holder’s knowledge, the shares were acquired in the ordinary course of such holder’s business and were not acquired for the purpose of or with the effect of changing or influencing the control of the Company.

~~THE NEW YORK TIMES COMPANY - P. 12~~

SECURITY OWNERSHIP OF MANAGEMENT AND DIRECTORS

The following table shows the beneficial ownership, reported to the Company as of February ~~15, 2018,~~26, 2020, of Class A stock and Class B stock, including shares as to which a right to acquire ownership exists (by the exercise of stock options, the vesting of restricted stock units or the conversion of Class B stock into Class A stock) within the meaning of Rule 13d-3(d)(1) under the Exchange Act, of each director ~~and nominee~~ named in this Proxy Statement, the chief executive officer, the chief financial officer, the three other most highly compensated executive officers of the Company during ~~2017~~2019, and all directors and executive officers of the Company as a group. A portion of the shares reported below are held by the 1997 Trust, whose Trustees share voting and, in some cases, investment power with respect thereto. See “General Information—The 1997 Trust.” The table also shows, under “Class A Stock Units, ~~and SARs,~~” in the case of non-employee directors, cash-settled phantom stock units credited under the Directors’ Deferral ~~Plan and, in the case of Mr. Sulzberger, Jr., stock appreciation rights (“SARs”) awarded under the 1991 Incentive~~ Plan.

Class A Stock
Percent of
Class A Stock

Class A Stock Units and SARs
Class B Stock
Percent of
Class B Stock

Diane Brayton¹
Executive Vice President, General Counsel and Secretary
1,416
*
—
—

Raul E. Cesan²
Director
69,959
*
86,559
—

Robert E. Denham²
Director
44,959
*
36,522
—

James M. Follo¹
Executive Vice President and Chief Financial Officer
72,900
*
—
—

Rachel Glaser
Director —
*
—
—

Hays N. Golden^3,4
Director
6,506,787
4.0 % —
738,810
91.9 %
Steven B. Green^3,4
Director
6,502,966
4.0 % 19,885
738,810
91.9 %
Joichi Ito²
Director
17,179
*
16,092
—

James A. Kohlberg^2,5
Director
35,329
*
36,522
—

Meredith Kopit Levien¹
Executive Vice President and Chief Operating Officer
3,046
*
—
—

Brian P. McAndrews²
Director
17,119
*
16,092
—

John W. Rogers, Jr.⁶
Nominee for Director
20,000
*
—
—

A.G. Sulzberger^3,4
Publisher of The New York Times and Director
6,478,572
4.0 % —
738,810
90.9 %
Arthur Sulzberger, Jr.^3,4
Chairman of the Board
7,347,436
4.5 % 100,000
740,662
92.1 %
Mark Thompson¹
President and Chief Executive Officer and Director
668,319
*
—
—

Doreen A. Toben²
Director
14,459
*
78,907
—

Rebecca Van Dyck²
Director
13,959
*
—
—

All Directors and Executive Officers³
(17 Individuals)
8,537,832
5.2 % 390,579
740,662
92.1 %
*Indicates beneficial ownership of less than 1%.
Footnotes continue on following page.



	Class A Stock	Percent of Class A Stock		Class A Stock Units	Class B Stock	Percent of Class B Stock
Amanpal S. Bhutani¹ Director	5,653	*		—	—
Diane Brayton Executive Vice President, General Counsel and Secretary	25,194	*		—	—
Roland A. Caputo² Executive Vice President and Chief Financial Officer	51,227	*		—	—
Robert E. Denham¹ Director	53,392	*		37,023	—
Rachel Glaser¹ Director	9,169	*		—	—
Hays N. Golden^1,3,4 Director	2,221,511	1.3	%		738,810	92.0	%
Meredith Kopit Levien² Executive Vice President and Chief Operating Officer	38,355	*		—	—
Brian P. McAndrews¹ Director	32,210	*		16,313	—
David Perpich^3,4 Head of Standalone Products and Director	2,273,864	*		—	741,615	92.3	%
John W. Rogers, Jr.¹ Director	27,955	*		—	—
A.G. Sulzberger^3,4 Publisher of The New York Times and Director	2,184,787	1.3	%	—	738,810	92.0	%
Arthur Sulzberger, Jr.^1,2,3,4 Chairman of the Board	2,949,302	1.8	%	—	740,662	92.2	%
Mark Thompson² President, Chief Executive Officer and Director	788,125	*		—	—
Doreen Toben¹ Director	29,050	*		79,990	—
Rebecca Van Dyck¹ Director	29,050	*		—	—
All Directors and Executive Officers³ (15 Individuals)	4,209,262	2.6	%	133,326	743,467	92.5	%
*Indicates beneficial ownership of less than 1%.				Footnotes continue on following page.

~~THE NEW YORK TIMES COMPANY - P. 13~~

The amounts reported for this ~~executive officer~~director include (a) ~~385,604~~ ~~shares of~~3,461 unvested restricted stock units for Class A stock that could be acquired by Mr. Thompson within 60 days upon the exercise of stock options awarded under the 2010 Incentive Plan and (b) shares of Class A stock that could be issued under stock-settled restricted stock units that will vest within 60 days, ~~as follows: Mr. Follo, 11,623~~on the date of the 2020 Annual Meeting, and Mr. Thompson, 2,158. Mr. Thompson and Mr. Follo will receive a number of shares net of shares withheld to satisfy tax obligations. The amounts reported exclude the following: (a) stock-settled restricted stock units granted under the 2010 Incentive Plan, which are subject to vesting conditions: Mr. Follo, ~~11,623~~ ~~and Mr. Thompson,~~ ~~113,105~~ ~~and~~ (b) the shares of Class A stock issued under 2015-2017 long-term performance awards as of February 21, 2018: Mr. Sulzberger, Jr., 146,458; Mr. Thompson, 146,458; Mr. Follo, 38,567; Ms. Kopit Levien, 36,138; and Ms. Brayton, 7,323.

~~The amounts reported for this director include (a)~~ ~~13,959~~ vested restricted stock units for Class A stock (which will be distributed upon the director’s retirement from the Board) as follows: Mr. Bhutani, 2,192; Mr. Denham, 25,589; Ms. Glaser, 5,708; Dr. Golden, 11,460; Mr. McAndrews, 25,589; Mr. Rogers, 4,494; Mr. Sulzberger, Jr., 5,842; Ms. Toben, 25,589; and ~~(b)~~Ms. Van Dyck, 25,589.

The amounts reported include shares of Class A stock that could be acquired within 60 days upon the exercise of stock options awarded under the ~~Directors’~~2010 Incentive Plan, as follows: Mr. ~~Cesan,~~Caputo, ~~16,000~~11,640; Mr. ~~Denham,~~ ~~16,000~~;Sulzberger, Jr., 373,597; and Mr. ~~Kohlberg,~~Thompson, ~~16,000~~385,604. The amounts reported ~~do not include~~for Ms. Kopit Levien exclude ~~6,883~~34,042 ~~unvested~~stock-settled restricted stock units ~~for Class A stock~~granted under the 2010 Incentive Plan that ~~will vest on the date of the~~ ~~2018~~ ~~Annual Meeting.~~are subject to vesting conditions.

Class B stock is convertible into Class A stock on a share-for-share basis. Therefore, ownership of Class B stock is deemed to be beneficial ownership of Class A stock under SEC regulations. For purposes of the presentation of ownership of Class A stock in this table, it has been assumed that each director and executive officer has converted into Class A stock all shares of Class B stock of which that person is deemed the beneficial owner. Thus, all shares of Class B stock held by the directors and executive officers, including shares held by the 1997 Trust, have been included in the calculation of the total amount of Class A stock owned by such persons as well as in the calculation of the total amount of Class B stock owned by such persons. As a result of this presentation, there are duplications in the number of shares and percentages shown in this table. The amounts reported also include 1,122,441 shares of Class A stock that could be acquired within 60 days by all directors and executive officers as a group upon the exercise of stock options awarded under the 1991 Incentive Plan, the 2010 Incentive Plan and the Directors’ Incentive Plan.


4.	See “Principal Holders of Common Stock” and “General Information—The 1997 Trust” for a discussion of this person’s holdings.


5.	~~The holdings for Mr. Kohlberg include~~ ~~5,370~~ ~~shares of Class A stock indirectly held by a trust, of which Mr. Kohlberg is the trustee.~~


6.	Mr. Rogers currently holds 20,000 shares of Class A stock in a margin account. These shares were purchased and placed in a margin account prior to the Board’s nomination of Mr. Rogers for election as a director. Mr. Rogers has committed to close out this margin position over time if elected to the Board.

DELINQUENT SECTION 16(a) ~~BENEFICIAL OWNERSHIP REPORTING COMPLIANCE~~REPORTS

The Company’s directors and executive officers and the beneficial holders of more than 10% of the Class A stock are required to file reports with the SEC of changes in their ownership of Company stock. Based on its review of such reports, the Company believes that all such filing requirements were met during ~~2017~~2019.

On February 27, 2020, reports on Form 4 that were filed for Messrs. Sulzberger, Jr. and Sulzberger disclosed certain transactions in 2017 and 2018 that were inadvertently omitted from previous reports: (i) for Mr. Sulzberger, Jr., two gifts of Class A stock that he made in 2017; and (ii) for Mr. Sulzberger, the transfer of Class A stock in 2018 to an account for which he serves as custodian.

~~THE NEW YORK TIMES COMPANY - P. 14~~

PROPOSAL NUMBER 1—ELECTION OF DIRECTORS

~~Thirteen~~Twelve directors will be elected to the Board of The New York Times Company at the ~~2018~~2020 Annual Meeting. Nominees proposed for election as directors are listed below. Each of the nominees is a current director who was elected at the 2019 Annual Meeting for which proxies were solicited. Directors will hold office until the next annual meeting and until their successors are elected and qualified. Each of the nominees, except for John Rogers, Jr., is now a member of the Board of Directors, and other than Rachel Glaser and A.G. Sulzberger, each nominee was elected at the 2017 Annual Meeting for which proxies were solicited.

The Certificate of Incorporation of the Company provides that Class A stockholders have the right to elect 30% of the Board of Directors (or the nearest larger whole number). Accordingly, Class A stockholders will elect four of the 1312 directors; Class B stockholders will elect ~~nine~~eight directors. Directors are elected by a plurality of the votes cast. (Please see our policy described on page 21 regarding directors who do not receive more “for” votes than “withheld” votes.) Once elected, our directors have no ongoing status as “Class A” or “Class B” directors and have the same duties and responsibilities to all stockholders. Our Board serves as one Board with fiduciary responsibilities to all stockholders of the Company.

Proxies will be used to vote for the election of the nominees named below unless you withhold the authority to do so when you vote your proxy. Each person nominated for election has consented to being named in this Proxy Statement and has agreed to serve if elected. If any of the nominees become unavailable for election, all uninstructed proxies will be voted for such other person or persons designated by the Board. The Board has no reason to anticipate that this will occur.


Name	Age	Position with The New York Times Company	Director Since	Age	Position with The New York Times Company	Director Since
Class A Nominees (4)
Robert E. Denham¹	72	Independent Director	2008
Robert E. Denham				74	Independent Director	2008
Rachel Glaser	56	Independent Director	2018	58	Independent Director	2018
John W. Rogers, Jr.	59	Nominee for Independent Director	—	61	Independent Director	2018
Rebecca Van Dyck	48	Independent Director	2015	50	Independent Director	2015
Class B Nominees ~~(9)~~(8)
Hays N. Golden²	33	Non-Employee Director	2017
Steven B. Green³	53	Non-Employee Director	2012
Joichi Ito	51	Independent Director	2012
James A. Kohlberg	60	Independent Director	2008
Amanpal S. Bhutani				43	Independent Director	2018
Hays N. Golden¹				35	Non-Employee Director	2017
Brian P. McAndrews	59	Independent Director	2012	61	Independent Director	2012
A.G. Sulzberger⁴	37	Director and Publisher, The New York Times	2018
David Perpich²				42	Head of Standalone Products and Director	2019
A.G. Sulzberger³				39	Publisher of The New York Times and Director	2018
Arthur Sulzberger, Jr.	66	Chairman of the Board	1997	68	Chairman of the Board	1997
Mark Thompson	60	President, Chief Executive Officer and Director	2012	62	President, Chief Executive Officer and Director	2012
Doreen A. Toben	68	Independent Director	2004
Doreen Toben				70	Independent Director	2004

BOARD MEETINGS AND ATTENDANCE

Total Board Meetings in ~~2017~~2019: 5

~~Board Committees:Five standing Committees: Audit, Compensation, Finance, Nominating & Governance and Technology & Innovation. See “Board Committees” for Committee descriptions and membership.~~

Total Committee Meetings in ~~2017~~2019: 2824

~~2017~~2019 Board and Committee Meeting Attendance: All directors attended 75% or more of the total meetings of the Board and of the ~~Committees~~committees on which they served.

Annual Meeting Attendance: All directors are generally expected to attend the Company’s annual meeting of stockholders. All directors attended the Company’s 2019 Annual Meeting.

~~THE NEW YORK TIMES COMPANY - P. 26~~

BOARD COMMITTEES

The Board has four standing committees: Audit, Compensation, Finance and Nominating & Governance. In February 2020, the Board dissolved its Technology & Innovation Committee, which had assisted the Board in, among other things, reviewing the Company’s overall technology and innovation strategy, including objectives and strategic initiatives. Given the centrality of these matters to the Company’s strategy, this committee’s significant responsibilities were assumed by the Board.

The following chart summarizes the principle functions of each standing committee under its charter:



Name of Committee and Members	Principal Functions of the Committee		Meetings in ~~2017~~2019
Name of Committee and Members	Principal Functions of the Committee		Meetings in ~~2017~~2019
Audit Doreen A. Toben, Chair ~~Raul E. Cesan~~ Amanpal S. Bhutani Rachel Glaser ~~Joichi Ito~~	●	Engages the Company’s independent auditors, subject to ratification by the stockholders, and receives periodic reports from the auditors and management regarding the auditors’ independence and other matters. Recommends appropriate action to ensure the auditors’ independence.	6
	●	Reviews with management and the independent auditors the Company’s quarterly and annual financial statements and other financial disclosures, the adequacy of internal controls and disclosure controls and procedures and major issues regarding accounting principles and practices, including any changes resulting from amendments to the rules of any authoritative body affecting the Company’s financial disclosure.
	●	Meets regularly with the Company’s senior internal audit executive, representatives of management and the independent auditors in separate executive sessions.
	●	Reviews and approves the scope of the audit at the outset and reviews the performance of the independent auditors and any audit problems or difficulties encountered.
	●	Reviews the Company’s risk assessment and risk management ~~policies.~~policies and oversees risks related to, among others, financial reporting, internal controls and information security.
	●	Reviews the scope of the annual audit plan of the Company’s internal audit department, its progress and results. Reviews the responsibility, organization, resources, competence and performance of the Company’s internal audit department.
	●	Prepares the report to stockholders included in the annual Proxy Statement.



Name of Committee and Members	Principal Functions of the Committee			Meetings in 2019
Name of Committee and Members	Principal Functions of the Committee			Meetings in 2019
Compensation ~~Raul E. Cesan, Chair~~ Robert E. Denham, Chair Rachel Glaser John W. Rogers, Jr. Doreen A. Toben	●		In consultation with all non-employee directors, evaluates the performance of the Chief Executive Officer and the Publisher, and together with the other independent directors, approves their compensation arrangements.	65
	●		Approves compensation arrangements for the Company’s other executive officers, including base salaries, salary increases, participation in incentive compensation plans and equity awards.
	●		Reviews and approves and, when appropriate, recommends to the Board for approval, incentive compensation plans for all executive officers and broad-based equity-based plans, subject to stockholder approval if required.
	●		Advises the Board on the reasonableness and appropriateness of executive compensation plans and levels generally, including whether these effectively serve the interests of the Company and its stockholders by creating appropriate incentives for high levels of individual and Company performance.
	●		Has such responsibilities for administration of the Company’s employee benefit plans as may be delegated by the Board from time to time, and carries out such responsibilities in part by establishing and delegating responsibilities and authority to an ERISA Management Committee.
		●		Has sole authority to engage an executive compensation consultant.

~~THE NEW YORK TIMES COMPANY - P. 27~~



~~Name of Committee and Members~~	~~Principal Functions of the Committee~~		~~Meetings in 2017~~
~~Name of Committee and Members~~	~~Principal Functions of the Committee~~		~~Meetings in 2017~~
~~Compensation (continued)~~	●	Reviews and approves the Compensation Discussion and Analysis, considers the results of the most recent stockholder advisory vote on executive compensation and prepares the report to stockholders included in the annual Proxy Statement.
Finance John W. Rogers, Jr., Chair Robert E. Denham ~~Chair~~ Hays N. Golden ~~Steven B. Green~~ ~~James A. Kohlberg~~	●	Reviews, and makes recommendations to the Board regarding, the Company’s material financial policies, practices and matters, including, without limitation, its dividend policy, investment of cash, stock repurchases and issuances, short- and long-term financings, foreign currency, hedging and derivative transactions, material acquisitions and dispositions, capital expenditures and long-term commitments.	5
	●	Has such responsibilities for the management and investment of the Company’s employee benefit plan assets as may be delegated to it by the Board from time to time, and carries out such responsibilities in part by establishing and delegating responsibilities and authority to a Pension Investment Committee.
Nominating & Governance ~~James A. Kohlberg,~~Rebecca Van Dyck, Chair Robert E. Denham Brian P. McAndrews ~~Rebecca Van Dyck~~	●	Recommends director nominees for election to the Board.	74
	●	Makes recommendations to the Board regarding the structure and composition of the Board Committees, including size and qualifications for membership, director independence, and the designation of a presiding director.
	●	Advises the Board on appropriate compensation for non-employee directors. Assesses periodically the Company’s director stock ownership guidelines and the directors’ ownership relative to such guidelines, and makes recommendations as appropriate.
	●	Advises the Board on corporate governance matters.
	●	Reviews and approves or ratifies transactions with related persons if required in accordance with the Company’s policy.
	●	Oversees annual evaluation of the Board.
	●	Has sole authority to engage a search firm to identify director candidates.
~~Technology & Innovation~~ ~~Brian P. McAndrews, Chair~~ ~~Joichi Ito~~ ~~Rebecca Van Dyck~~	●	Reviews with management the Company’s overall technology and innovation strategy, including objectives, strategic initiatives, investments and research and development activities, and, as and when appropriate, makes recommendations to the Board.	4
	●	~~Reviews with management, as appropriate, major technology risks and opportunities for the Company, and emerging issues and trends in the broader marketplace.~~
	●	~~Periodically monitors and evaluates the performance of the Company’s initiatives in support of its technology and innovation strategy.~~
	●	Consults with the Finance Committee in connection with its review of material acquisitions, dispositions, capital expenditures and long-term commitments, to the extent such actions relate to the Company’s technology and innovation strategy.

~~THE NEW YORK TIMES COMPANY - P. 28~~

NOMINATING & GOVERNANCE COMMITTEE

Our Nominating & Governance Committee consists of ~~four~~three non-employee directors: ~~James A. Kohlberg,~~Rebecca Van Dyck, Chair; Robert E. ~~Denham;~~Denham and Brian P. ~~McAndrews; and Rebecca Van Dyck.~~McAndrews. Our Board has determined that each Committee member is “independent” under the corporate governance listing standards of the NYSE.

The Committee operates under a written charter adopted by the Board of Directors. The principal functions of the Committee include making recommendations to the Board regarding the composition of the Board and its Committees, including size and qualifications for membership, and the designation of a presiding director; recommending nominees to the Board for election; advising the Board on corporate governance matters; and overseeing the evaluation of the Board. The chart ~~under~~set forth in “Board Committees” beginning on ~~pages 27-28~~page 26 describes the principal functions of the Committee under its charter. A printable version of the charter is available on our website, as described on page 6.

The Committee assesses the Board’s composition each year and, as needed, identifies and evaluates potential director nominees. The Committee considers recommendations of management, stockholders and others. The Committee has sole authority to retain and terminate any search firm used to identify director candidates, including approving its fees and other retention terms. In this regard, from time to time, the Committee has retained a global executive recruiting firm, whose function is to bring specific director candidates to the attention of the Committee.

Consistent with the Company’s Corporate Governance Principles, the Committee considers various criteria in Board candidates, including, among others, independence, character, judgment and business experience, as well as their appreciation of the Company’s core purpose, core values and journalistic mission, and whether they have time available to devote to Board responsibilities.

The Committee also considers, as one factor among many, the diversity of Board candidates, which may include diversity of skills and experience as well as gender, age, ethnic and geographic diversity. The Committee does not, however, have a formal policy with regard to the consideration of diversity in identifying Board candidates.

The Committee also considers whether a potential nominee would satisfy:

the NYSE’s criteria of director “independence;”

the NYSE’s “financial literacy” and “financial management expertise” standards; and

the SEC’s definition of “audit committee financial expert.”

Director candidates are evaluated in light of the then-existing composition of the Board, including its overall size and structure, the backgrounds and areas of expertise of existing directors and the relative mix of independent and management directors. The Committee also considers the specific needs of the various Board committees. The Committee recommends potential director nominees to the Board, and final approval of a candidate is determined by the Board.

A.G. Sulzberger was appointed as a director by the Board effective January 1, 2018, and is standing for election by the stockholders for the first time at the 2018 Annual Meeting. He was elected to the Board concurrently with his appointment as Publisher of The New York Times, upon the recommendation of the Committee.

Rachel Glaser was appointed as a director by the Board on January 11, 2018 and is standing for election by the stockholders for the first time at the 2018 Annual Meeting. She was identified by a global executive recruiting firm retained by the Committee. After Ms. Glaser met with members of the Committee, including the Chair, and various other members of the Board, the Committee recommended to the Board that it appoint her as a director.

John Rogers, Jr. is standing for election by the stockholders for the first time at the 2018 Annual Meeting. He was identified by a global executive recruiting firm retained by the Committee. After Mr. Rogers met with members of the Committee, including the Chair, and various other members of the Board, the Committee recommended to the Board that it nominate Mr. Rogers for election as a director.

Each ~~other~~ individual who is standing for election to the Board at the ~~2018~~2020 Annual Meeting is currently a director and was elected by stockholders at the ~~2017~~2019 Annual Meeting.

~~THE NEW YORK TIMES COMPANY - P. 29~~

As discussed elsewhere in this Proxy Statement, the 1997 Trust, as holder of a majority of our Class B stock, has the right to elect 70% of our Board. The Committee considers, among other potential nominees, recommendations of the trustees of the 1997 Trust for nominees to be elected by the holders of the Class B stock.

In addition, the Committee will consider director candidates recommended by stockholders. Stockholders wishing to recommend director candidates for consideration by the Committee may do so by writing to the Corporate Secretary, The New York Times Company, 620 Eighth Avenue, New York, NY 10018, and providing the recommended nominee’s name, biographical data and qualifications, accompanied by the written consent of the recommended nominee. The evaluation process for director nominees who are recommended by our stockholders is the same as for any nominee.

~~THE NEW YORK TIMES COMPANY - P. 30~~

COMPENSATION COMMITTEE

Compensation Committee Procedures

Our Board of Directors has established a Compensation Committee and charged it with the responsibility to review and either act on behalf of the Board or make recommendations to the Board concerning executive compensation and employee benefits. The Compensation Committee consists of four non-employee directors: ~~Raul E. Cesan, Chair;~~ Robert E. ~~Denham;~~Denham, Chair; Rachel Glaser; John W. Rogers, Jr. and Doreen A. Toben.

Our Board has determined that each Committee member is “independent” under the corporate governance listing standards of the NYSE.

The Committee operates under a written charter adopted by the Board of Directors. A printable version of the charter is available on our website, as described on page 6. The chart set forth in “Board Committees” beginning on ~~pages 27-28~~page 26 describes the principal functions of the Committee under its charter.

Together with the other non-employee members of the Board, the Committee evaluates the performance of the Chief Executive Officer and Publisher and, together with the other independent directors, approves their compensation. Until Arthur Sulzberger, Jr.’s retirement as an executive officer on December 31, 2017, the Committee also evaluated his performance as Chairman and Publisher and, together with the other independent directors, approved his compensation. In addition, the Committee approves all compensation for our other executive officers and discusses with management in general terms the compensation of non-executive employees.

The Committee has delegated the authority to make equity grants in limited circumstances, such as to newly hired or recently promoted employees, to a three-member management committee authorized to grant a limited number of options and other equity awards under specified parameters.

Under its charter, the Committee has sole authority to retain and terminate a consulting firm to assist in its evaluation of executive compensation. In accordance with this authority, in preparation for its decision-making regarding ~~2017~~2019 compensation, the Committee directly engaged an independent compensation consultant, Exequity. Exequity reported on its review of target total compensation for executive officers in relation to ~~the average of the norms across the media industry~~a peer group of companies operating in the journalism, media and ~~general industry, size-adjusted~~digital industries, and survey data where ~~possible.~~applicable. Exequity also provided general advice on executive and director compensation trends and programs. In the course of advising the Committee, Exequity occasionally is asked to provide guidance and support to management in connection with matters that are reviewed by the Committee. These matters may pertain to, among other things, competitive analysis, program design recommendations, technical support and cost modeling.

During the Company’s ~~2017~~2019 fiscal year, Exequity did not provide any services to the Company other than those relating to its role as compensation adviser to the Committee. After considering the factors required by NYSE rules, the Committee is satisfied that Exequity is independent.

The Committee generally consults with management regarding executive compensation matters, and our Chief Executive Officer makes compensation recommendations for the executive officers ~~other than the Chief Executive Officer and Executive Chairman.~~who report to him. The Company’s human resources, legal, controller and treasury departments support the Committee in its work.

Throughout the year, the Committee meets to discuss the Company’s executive compensation and benefits programs and related matters. ~~In February of each~~Each year, the Committee generally takes the following actions:

together with the other independent directors of the Board, approves the compensation of the Chief Executive Officer and the Publisher, ~~and, until Arthur Sulzberger, Jr.’s retirement as an executive officer on December 31, 2017, approved the compensation of the Executive Chairman,~~ including setting salaries and approving annual and long-term incentive potentials;

approves compensation for the other executive officers;

sets financial targets for ~~the~~ annual incentive and long-term performance awards; and

approves awards of equity-based compensation for eligible employees.

~~THE NEW YORK TIMES COMPANY - P. 31~~

In addition, each February, the Committee meets to ~~certify~~determine the achievement of performance goals for the recently completed annual and long-term performance periods and approve the payment of those awards. Other meetings are scheduled throughout the year as the Committee deems appropriate.

The Committee has reviewed and discussed with Company management the section of this Proxy Statement titled “Compensation of Executive Officers—Compensation Discussion and Analysis,” and its report to stockholders stating that it has recommended the inclusion of such discussion and analysis appears below under “Compensation of Executive Officers” on page ~~37.~~35.

Compensation Committee Interlocks and Insider Participation

No member of the Committee is now, or was during ~~2017~~2019 or any time prior thereto, an officer or employee of the Company. No member of the Committee had any relationship with the Company during ~~2017~~2019 pursuant to which disclosure would be required under applicable SEC rules pertaining to the disclosure of transactions with related persons. None of our executive officers currently serves or ever has served as a member of the board of directors, the compensation committee, or any similar body, of any entity one of whose executive officers serves or served on our Board or the Committee.

AUDIT COMMITTEE REPORT

To the Stockholders of The New York Times Company:

The Audit Committee consists of ~~four~~three non-employee directors: Doreen A. Toben, Chair; ~~Raul E. Cesan;~~Amanpal S. Bhutani and Rachel ~~Glaser; and Joichi Ito.~~Glaser. The Board of Directors has determined that:

each Committee member is “independent” under the listing standards of the NYSE and is “financially literate” as defined by the NYSE;

Mss. Toben and Glaser ~~and Mr. Cesan~~ satisfy the “financial management expertise” standard, as required by the NYSE; and

Mss. Toben and Glaser ~~and Mr. Cesan~~ are “audit committee financial experts” as defined by the SEC.

The Committee operates under a written charter adopted by the Board of Directors and reviewed annually by the Committee. A printable version of the charter is available on our website, as described on page 6. The chart set forth in “Board Committees” on pages ~~27-28~~26-27 describes the principal functions of the Committee under its charter.

Management has the primary responsibility for the financial statements and the financial reporting process, including the system of internal control over financial reporting. Ernst & Young LLP (“Ernst & Young”), the Company’s independent registered public accounting firm, is responsible for performing an independent integrated audit of (i) the Company’s consolidated financial statements in accordance with the standards of the Public Company Accounting Oversight Board (United States) (the “PCAOB”), and (ii) the Company’s internal control over financial reporting, and for issuing its reports thereon.

The Committee is responsible for assisting the Board in monitoring (i) the integrity of the Company’s financial statements; (ii) the Company’s compliance with legal and regulatory requirements; (iii) the qualifications and independence of the Company’s independent registered public accounting firm; (iv) the performance of the Company’s internal audit function and independent registered public accounting firm; and (v) the Company’s systems of disclosure controls and procedures and internal control over financial reporting.

In addition, the Committee’s charter requires that the Committee review the Company’s policies with respect to risk assessment and risk management. As part of its responsibilities for oversight of the Company’s enterprise risk management program, the Committee annually reviews and discusses an assessment prepared by management of the critical risks facing the Company, their relative magnitude and management’s actions to mitigate them.

The Committee has also established procedures for the receipt, retention and treatment of complaints received by the Company regarding accounting, internal accounting controls or auditing matters or potential securities law violations, and the confidential and anonymous submission by Company employees of concerns regarding such matters.

~~THE NEW YORK TIMES COMPANY - P. 32~~

The Committee is responsible for the appointment, compensation and oversight of Ernst & Young. As part of its oversight function, the Committee has adopted certain policies to ensure that Ernst & Young’s provision of services does not impair the firm’s independence. Each year, the Committee considers whether to reappoint Ernst & Young, subject to stockholder ratification, to serve as the Company’s independent registered public accounting firm. As part of this process, the Committee considers, among other things, the continued independence of Ernst & Young, the depth of the firm’s and audit team’s experience, and the quality and efficiency of the services provided by Ernst & Young.

During ~~2017,~~2019, the Committee met six times and held separate discussions with management, the Company’s internal auditors and Ernst & Young. The full Committee reviews with management and Ernst & Young the earnings announcements and quarterly financial statements for each of the first three quarters. The Committee’s Chair, as the

representative of the Committee, discusses the Company’s fourth-quarter and full-year earnings announcement with the Company’s Chief Financial Officer, its ~~Controller~~Chief Accounting Officer and Ernst & Young prior to public release; other members of the Committee also generally participate in this discussion. In addition, the Committee reviews with management and Ernst & Young the Company’s annual financial statements. The Committee also reviews and discusses the Company’s compliance with the requirements of the Sarbanes-Oxley Act with respect to internal control over financial reporting.

Management has represented to the Committee that the Company’s ~~2017~~2019 annual consolidated financial statements were prepared in accordance with accounting principles generally accepted in the United States of America. The Committee reviewed and discussed with management, the Company’s internal auditors and Ernst & Young the Company’s ~~2017~~2019 annual consolidated financial statements and Ernst & Young’s audit report thereon, and Ernst & Young’s audit report on the effectiveness of the Company’s internal control over financial reporting. In addition, the Committee reviewed and discussed with management the annual report of management on the Company’s internal control over financial reporting.

The Committee has also discussed with Ernst & Young the matters required to be discussed by Statement on Auditing ~~Standards~~Standard No. ~~16,~~1301 (formerly No. 16), Communication with Audit Committees, as adopted by the PCAOB, including, among other items, matters related to the conduct of the audit of the Company’s ~~2017~~2019 annual consolidated financial statements.

In addition, the Committee has received and reviewed the written disclosures and the letter from Ernst & Young required by the PCAOB regarding Ernst & Young’s communications with the Committee concerning independence, and has discussed with Ernst & Young their firm’s independence from the Company and management.

In reliance on the reviews and discussions referred to above, the Committee recommended to the Board of Directors, and the Board has approved, that the audited consolidated financial statements be included in the Company’s Annual Report on Form 10-K for the fiscal year ended December ~~31, 2017,~~29, 2019, for filing with the SEC.

The Committee also has recommended, subject to stockholder ratification, the selection of Ernst & Young as the Company’s independent registered public accounting firm for the fiscal year ending December ~~30, 2018.~~27, 2020.

Doreen A. Toben, Chair

~~Raul E. Cesan~~Amanpal S. Bhutani

Rachel Glaser

~~Joichi Ito~~

~~THE NEW YORK TIMES COMPANY - P. 33~~

DIRECTORS’ COMPENSATION

~~2017~~2019 Compensation of Non-Employee Directors

Our goal in setting compensation for our non-employee directors is to remain competitive in attracting and retaining high quality directors. Compensation for our non-employee directors for ~~2017~~2019 had the following components: cash compensation, consisting of annual retainers for non-employee Board members, Committee Chairs, Committee members and the Presiding ~~Director,~~Director; and equity compensation in the form of restricted stock units for all non-employee Board members.

Each year, management reports to the Nominating & Governance Committee on non-employee director compensation and makes recommendations with respect to the amount and form of compensation for non-employee directors. In 2018, the Nominating & Governance Committee also received a report from Exequity, the Compensation Committee’s independent compensation consultant, analyzing prevailing trends in director compensation. Based on this review, the Nominating & Governance Committee recommended, and the Board approved, effective January 1, 2019, (i) an increase of the annual Board cash retainer from $50,000 to $60,000, (ii) an increase of the annual cash Presiding Director retainer from $20,000 to $25,000, and (iii) an increase in the grant date fair value of the annual grant of restricted stock units for Class A stock from $100,000 to $113,000.

The Nominating & Governance Committee and the Board believe that our non-employee director compensation program is appropriately aligned with long-term stockholder interests because directors are subject to stock ownership guidelines (four times the annual Board cash retainer), and the shares of Class A stock payable in respect of vested restricted stock units are not delivered until a director leaves the Board.

Cash Compensation. In ~~2017,~~2019, we paid an annual cash retainer (in quarterly installments) to non-employee Board members, Committee Chairs and Committee members and the Presiding Director as follows:

Annual cash Board retainer of ~~$50,000;~~$60,000;

Annual cash Committee Chair retainer of ~~$10,000 ($15,000 through April 19, 2017, for the Nominating & Governance Committee Chair);~~$10,000;

Annual cash Committee retainers in the following amounts:

— Audit—$20,000

— Compensation—$10,000

— Finance—$10,000

— Nominating & Governance—$6,000

— Technology & Innovation—$6,000; and

Annual cash Presiding Director retainer of ~~$20,000.~~$25,000.

~~In connection with the transition of Mr. Sulzberger, Jr. to Non-Executive~~Our Chairman ~~the Committee considered an appropriate retainer. Mr. Sulzberger, Jr. declined a retainer for service in this role and will receive~~receives the same compensation paid to other non-employee directors.

Restricted Stock Units. On the date of the ~~2017~~2019 Annual Meeting, the Company granted ~~6,843~~3,447 restricted stock units for Class A stock (with a grant date fair value of ~~$100,000)~~$113,000) to each non-employee director. These restricted stock units will vest on the date of the ~~2018~~2020 Annual Meeting (assuming continued service on the Board of Directors until that date), and the underlying shares of Class A stock will be distributed to each non-employee director upon his or her retirement from the Board. Each non-employee director’s account is credited with additional restricted stock units with a value equal to the amount of all dividends paid on the Company’s Class A stock.

Expenses. We reimburse reasonable expenses incurred for attendance at Board and Committee meetings and director orientation or other relevant educational programs.

~~THE NEW YORK TIMES COMPANY - P. 34~~

Non-Employee Director Compensation Table

The total ~~2017~~2019 compensation of our non-employee directors is shown in the following table.

Name
(a)
Fees Earned or Paid in Cash¹
($)
(b)

Stock
Awards^2,3
($)
(c)

Option
Awards⁴
($)
(d)

All Other Compensation
($)
(g)

Total
($)
(h)

Raul E. Cesan 90,000
100,000
—
—
190,000
Robert E. Denham 103,005
100,000
—
—
203,005
Hays Golden 42,033
100,000
—
—
142,033
Michael Golden⁵
50,000
130,000
—
—
180,000
Steven B. Green 60,000
100,000
—
—
160,000
Carolyn D. Greenspon 18,132
—
—
—
18,132
Joichi Ito 76,000
100,000
—
—
176,000
Dara Khosrowshahi⁵
57,000
100,000
—
—
157,000
James A. Kohlberg 73,005
100,000
—
—
173,005
Ellen R. Marram 27,500
—
—
10,000⁶

37,500
Brian P. McAndrews 72,000
100,000
—
—
172,000
Doreen A. Toben 90,000
100,000
—
—
190,000
Rebecca Van Dyck 63,225
100,000
—
—
163,225



Name (a)	Fees Earned or Paid in Cash¹ ($) (b)	Stock Awards^2,3 ($) (c)	Option Awards ($) (d)	All Other Compensation ($) (g)	Total ($) (h)
Amanpal S. Bhutani	86,000	113,000	—	—	199,000
Robert E. Denham	104,448	113,000	—	—	217,448
Rachel Glaser	90,000	113,000	—	—	203,000
Hays N. Golden	70,000	113,000	—	—	183,000
Steven B. Green⁴	23,654	—	—	10,000	33,654
Joichi Ito⁵	64,500	113,000	—	—	177,500
James A. Kohlberg⁴	29,060	—	—	10,000	39,060
Brian P. McAndrews	98,621	113,000	—	—	211,621
John W. Rogers, Jr.	86,648	113,000	—	—	199,648
Arthur Sulzberger, Jr.	60,000	113,000	—	—	173,000
Doreen Toben	100,000	113,000	—	—	213,000
Rebecca Van Dyck	82,000	113,000	—	—	195,000

Includes a Presiding Director retainer for ~~Mr.~~each of Messrs. Denham and McAndrews and a Committee Chair retainer for each of Mss. ~~Marram and~~ Toben and Van Dyck and Messrs. ~~Cesan,~~ Denham, ~~Kohlberg~~McAndrews and ~~McAndrews.~~Rogers. The cash retainers for ~~Dr. Golden, Mr. Khosrowshahi~~Messrs. Green, Ito and ~~Mss. Greenspon and Marram~~Kohlberg were prorated for partial year service, as applicable.

Included in the “Stock Awards” column is the aggregate grant date fair value of the discretionary grant of restricted stock units made to each non-employee director on ~~April 19, 2017~~May 2, 2019, under the 2010 Incentive Plan, computed in accordance with Financial Accounting Standards Board Accounting Standards Codification Topic 718, Stock Compensation (“FASB ASC Topic 718”). The grant date fair value of such awards is estimated as $100,000. In addition to this award, Michael Golden received a grant of 2,053 restricted stock units (valued at $30,000), a pro rata amount reflecting his Board service since his appointment in January 2017 to the date of the 2017 Annual Meeting (see footnote 5 below).$113,000.


3.	The following table shows the aggregate unvested restricted stock units and phantom stock units outstanding at December ~~31, 2017~~29, 2019, for each non-employee director:

Name
Aggregate Unvested Restricted Stock Units Outstanding at
December 31, 2017
(#)^a

Aggregate Phantom Stock Units
Outstanding at
December 31, 2017
(#)^b

Raul E. Cesan 6,871
86,559
Robert E. Denham 6,871
36,522
Hays Golden 6,871
—
Steven B. Green 6,871
19,885
Joichi Ito 6,871
16,092
James A. Kohlberg 6,871
36,522
Brian P. McAndrews 6,871
16,092
Doreen A. Toben 6,871
78,907
Rebecca Van Dyck 6,871
—



Name	Aggregate Unvested Restricted Stock Units Outstanding at December 29, 2019 (#)^a	Aggregate Phantom Stock Units Outstanding at December 29, 2019 (#)^b
Amanpal S. Bhutani	3,456	—
Robert E. Denham	3,456	37,023
Rachel Glaser	3,456	—
Hays N. Golden	3,456	—
Brian P. McAndrews	3,456	16,313
John W. Rogers, Jr.	3,456	—
Arthur Sulzberger, Jr.	3,456	—
Doreen Toben	3,456	79,990
Rebecca Van Dyck	3,456	—

(a)

Includes aggregate number of unvested restricted stock units, including unvested restricted stock units credited to each non-employee director’s account in respect of cash dividends paid on the Class A stock in ~~2017. An additional 12~~2019. Additional unvested restricted stock units were credited to each non-employee director’s account in January ~~2018~~2020 in respect of the Company’s fourth quarter cash dividend.

~~THE NEW YORK TIMES COMPANY - P. 35~~

(b)

Prior to 2015, a discretionary grant of phantom Class A stock units was credited to each non-employee director’s account under the Directors’ Deferral Plan on the date of the Company’s annual meeting. Aggregate phantom stock units outstanding reflect grants prior to the termination of the Directors’ Deferral Plan on December 18, 2014, and include amounts credited in 2017 in connection with dividend equivalents, which are initially held as cash and converted to phantom stock units as of the date of the Company’s next succeeding annual meeting. Cash accounts are also credited with interest at a market rate. Subsequent to a non-employee director’s resignation, we pay him or her the cash value of amounts accumulated in his or her account.

Deferral Plan in December 2014, and include amounts credited in 2019 in connection with dividend equivalents, which are initially held as cash and converted to phantom stock units as of the date of the Company’s next succeeding annual meeting. Cash accounts are also credited with interest at a market rate. Subsequent to a non-employee director’s resignation, we pay him or her the cash value of amounts accumulated in his or her account.

~~Prior~~The amount for each of Messrs. Green and Kohlberg represents a one-time $10,000 donation made in his honor to 2012, stock options were awarded under the Directors’ Incentive Plan annually to our non-employee directors on the date of the annual meeting. The following table shows these stock option awards outstanding as of ~~December 31, 2017, all of which are exercisable. These stock options have~~ a ~~term of 10 years~~nonprofit organization upon his retirement from the date of grant, and the option exercise prices for the awards are the average of the high and low stock prices as quoted on the NYSE on the date of the applicable annual meeting. The exercise prices of the stock options range from $4.92 to $19.875.

Name
Number of Securities Underlying
Unexercised Options (#)
In-the-money Amount of
Unexercised Options ($)^a
Raul E. Cesan 16,000 124,880
Robert E. Denham 16,000 124,880
James A. Kohlberg 16,000 124,880
Doreen A. Toben 8,000 30,840


~~(a)~~	~~Calculated using the closing price of the underlying Class A stock on the NYSE on~~ ~~December 29, 2017~~ (~~$18.50), the last trading day of our~~ ~~2017~~ ~~fiscal year, minus the option exercise price.~~ Board.


5.	Mr. Ito resigned from the Board in September 2019. Pursuant to the terms of the 2010 Incentive Plan, ~~each of~~ Mr. ~~Golden’s and Mr. Khosrowshahi’s~~Ito’s unvested ~~2017~~2019 restricted stock unit ~~awards were~~award was canceled as a result of ~~their~~his departure ~~from the Board~~ prior to the date of the ~~2018~~2020 Annual Meeting.


6.	~~The amount for Ms. Marram represents a one-time $10,000 donation made in her honor to a nonprofit organization upon her retirement from the Board.~~

DIRECTORS’ AND OFFICERS’ LIABILITY INSURANCE

The Company maintains directors’ and officers’ liability insurance effective July 1, ~~2017,~~2019, with an expiration date of July 1, ~~2018.~~2020. The program was purchased at an annual cost of ~~$716,557.~~approximately $870,000. The insurance companies providing directors’ and officers’ liability insurance are Zurich American Insurance Company, Chubb - ACE American Insurance Company, Travelers Casualty and Surety Company of America, Sompo - Endurance American Insurance Company, Swiss Re - North American Specialty Insurance Company, CNA - Continental Casualty Company, Nationwide - National Casualty Company, Allied World Assurance Company (U.S.), Inc., Great American Insurance Company and Berkley Insurance Company - ~~US and Federal Insurance Company.~~US.

~~THE NEW YORK TIMES COMPANY - P. 36~~

COMPENSATION OF EXECUTIVE OFFICERS

Compensation Committee Report

The Compensation Committee has reviewed and discussed with Company management the “Compensation Discussion and Analysis” appearing below, and based on this review and discussions, the Committee has recommended to the Board that the Compensation Discussion and Analysis be included in this Proxy Statement and incorporated by reference into the Company’s ~~2017~~2019 Annual Report on Form 10-K.

~~Raul E. Cesan, Chair~~

Robert E. Denham, Chair

Rachel Glaser

John W. Rogers, Jr.

Doreen A. Toben

Compensation Discussion and Analysis

We believe that our executive officers are critical to our success and to the creation of long-term stockholder value. We structure compensation for our executive officers based on the following objectives:

to drive performance through the achievement of short-term and long-term objectives;

to link our executives’ total compensation to the interests of our stockholders and to drive the creation of value for stockholders over the long term; and

to enable us to attract, retain and motivate the highest caliber of executives by offering competitive compensation and rewarding superior performance.

The discussion below analyzes ~~2017~~2019 executive compensation for the following executive officers whose compensation is set out in the Summary Compensation Table (our “named executive officers”):

~~Arthur Sulzberger, Jr., Chairman of the Board, and through December 31, 2017, Publisher, The New York Times;~~

Mark Thompson, President and Chief Executive Officer;

~~James M. Follo,~~A.G. Sulzberger, Publisher, The New York Times;

Roland Caputo, Executive Vice President and Chief Financial ~~Officer, through February 28, 2018;~~Officer;

Meredith Kopit Levien, Executive Vice President and Chief Operating Officer; and

Diane Brayton, Executive Vice President, General Counsel and Secretary.

Mr. Sulzberger, Jr. retired from his executive management position effective December 31, 2017. He continues to serve on the Company’s Board of Directors as Non-Executive Chairman, and since January 1, 2018, has been compensated in his capacity as a non-employee director. Mr. Follo retired from the Company on February 28, 2018.

Executive Summary

Executive Compensation Governance

Key executive compensation practices are summarized below. We believe these practices promote good governance and align the interests of our executive officers with the interests of our stockholders.

What we DO:

The Compensation Committee consists solely of independent directors, notwithstanding an exemption from NYSE rules available to us as a controlled company.

Each year, the Compensation Committee approves the compensation for the Company’s executive officers. For the ~~Publisher~~Chief Executive Officer and the ~~Chief Executive Officer,~~Publisher, the final compensation decisions are made by the independent members of our Board of Directors.

The Compensation Committee’s independent compensation consultant, Exequity, is retained directly by the Committee and performs services in support of the Committee. The Compensation Committee’s charter authorizes it to engage such consultants and advisors as it determines to be appropriate.

~~THE NEW YORK TIMES COMPANY - P. 37~~

~~The~~At the direction of the Compensation Committee, ~~directs~~ management ~~to reach~~reaches out to significant stockholders periodically to solicit comments on executive compensation matters, and the Committee takes this stockholder feedback into account in designing executive compensation.

Each year the Compensation Committee conducts a review of the Company’s executive compensation program to ensure that it does not create risks that are reasonably likely to have a material adverse effect on the Company.

Equity and performance-based cash awards to executives are made under the Company’s 2010 Incentive Plan, which:


◦	prohibits the repricing of any stock option or stock appreciation right without stockholder approval; and


◦	does not contain an “evergreen” share reserve, meaning that the shares of Class A stock reserved for awards are fixed by number rather than by reference to a percentage of the Company’s total outstanding shares.

Our proposed 2020 Incentive Plan places similar prohibitions on the repricing of stock options and stock appreciation rights, and does not contain an “evergreen” share reserve.

The Company has in place meaningful stock ownership guidelines for its named executive officers to further align their interests with those of our stockholders.

The Company’s executive officers are subject to a compensation recoupment or “clawback” policy.

What we DO NOT DO:

The Company’s executive officers may not engage in short-term, speculative trading in Company stock, including hedging or other derivative transactions, hold Company stock in a margin account or pledge Company stock as collateral for a loan.

The Company does not provide so-called tax “gross-ups” for its executive officers.

The Company does not have ~~current~~ individual employment agreements or change in control agreements with its named executive officers.

The Company does not provide significant perquisites for executive officers.

~~2017~~Compensation Highlights

In ~~2017,~~2019, the Company continued to focus on strategic goals intended to enhance long-term stockholder value, including ~~the continued expansion~~further growth of our digital subscription base ~~the launch~~and innovation of ~~innovative news and advertising~~our products, ~~and continued~~while maintaining our focus on cost ~~management efforts.~~management.

Our paid digital subscription model has created a meaningful revenue stream since it launched in 2011. We ended ~~2017~~2019 with ~~2.6~~4.4 million paid digital-only subscriptions, and revenues from our digital-only subscription packages increased ~~46%~~15% year-over-year to ~~$340~~$460 million. We had approximately ~~3.6~~5.3 million total subscriptions to our products as of December ~~31, 2017, and subscription revenue exceeded $1 billion,~~29, 2019, more than at any point in our history. We believe that the ~~significant~~continued growth in digital-only subscriptions ~~to our products over the last year~~ demonstrates the success of our strategy and willingness of our readers to pay for high-quality journalism.

During the year, we ~~also made a number of~~continued to make significant investments in our journalism, brand and ~~in our~~ products, while taking ~~further~~ steps to position our organization ~~to operate more efficiently in a digital environment.~~

for further growth. Management also continued to strengthen the Company’s liquidity position and debt profile in ~~2017. The~~2019 and as of December 29, 2019, the Company ~~ended the year with over $730 million in cash, cash equivalents and marketable securities, exceeding total debt and capital lease obligations by over $480 million.~~had no remaining debt.

These efforts took place while we continued to maintain the highest standards of journalism, highlighted by numerous awards and accolades.

Looking ahead, we will work to continue to grow and transform our business through further innovation of our products, strengthening of our engagement with readers both in the United States and around the world, and prudent fiscal management.

~~THE NEW YORK TIMES COMPANY - P. 38~~

Details of our ~~2017~~2019 financial results appear in the “Management’s Discussion and Analysis of Financial Condition and Results of Operations” section of our Annual Report on Form 10-K for the fiscal year ended December ~~31, 2017.~~29, 2019.

~~Key~~In 2019 and 2020, the key highlights ~~of 2017~~with respect to the Company’s executive compensation program were as follows:

~~Salaries:~~ ~~For~~ ~~2017~~, annual salary levels for Messrs. Sulzberger, Jr. and Thompson were unchanged from the prior year, and have not increased since 2006 and 2012 (when Mr. Thompson joined the Company), respectively. See “—Executive Compensation—Salaries.”

Annual Incentive Compensation: The portion of ~~2017~~2019 annual incentive awards for our executive officers based on financial performance (an adjusted operating profit target) was earned at ~~142%~~126% of target. See “—Executive Compensation—Annual Incentive Compensation.”

Long-Term Performance Award Program: Compensation for ~~2017~~2019 included a payout under the ~~2015~~2017-~~2017~~2019 long-term performance award program. The portion of the award based on cumulative adjusted operating profit (60% of the executives’ target award; half paid in Class A stock and half paid in cash) was earned at ~~85%~~152% of target, and the portion based on relative total stockholder return (40% of the executives’ target; payable in Class A stock) was earned at ~~143%~~200% of the target. See “—Executive Compensation—Long-Term Incentive Compensation.”

Proposed Incentive Plan: In February 2020, the Committee approved the 2020 Incentive Plan, which is intended to replace the current 2010 Incentive Plan that will expire in April 2020. Adoption of the 2020 Incentive Plan must be approved by the stockholders of the Company at the 2020 Annual Meeting. The 2020 Incentive Plan will enable the Committee to provide compensation for executives comparable to that now provided under the existing plan. See “Proposal 2— Adoption of The New York Times Company 2020 Incentive Compensation Plan.

Compensation-Setting Process

The Compensation Committee, which consists solely of independent directors, is primarily responsible for overseeing compensation for our executive officers, including the named executive officers. Each year, the Committee approves the compensation for the Company’s executive officers other than the Chief Executive Officer ~~the Publisher and, prior to Mr. Sulzberger, Jr.’s retirement as an executive officer, the Executive Chairman. For the Chief Executive Officer~~ and Publisher, ~~the~~for whom final compensation decisions are made by the independent members of our Board of Directors, in consultation with the other non-employee directors.

The Committee generally reviews employee compensation matters with management. Our human resources, legal, controller and treasury departments support the Committee in its work and help administer our compensation programs. The members of the Committee also familiarize themselves with compensation trends and competitive conditions through periodic consultations with compensation experts, including Exequity, the Committee’s independent compensation advisor, and the review of market data and other information about relevant market practices. In addition, the Committee has directed management to meet with representatives of significant stockholders to solicit their feedback on executive compensation matters.

A discussion of the composition and procedures of the Committee, including the role of Exequity, is set forth above under “Compensation Committee—Compensation Committee Procedures” on ~~pages 31-32.~~

~~THE NEW YORK TIMES COMPANY - P. 39~~

page 29.

Components of Compensation

To achieve our compensation objectives, the Committee structured ~~2017~~2019 executive compensation to have the following components, each of which is discussed in more detail below. The compensation structure is performance-oriented, with “at risk” compensation consisting of annual and long-term incentive programs designed to link the compensation of our named executive officers to the overall success of the Company and support the Company’s business strategy and performance.



Pay Component	Structure and Intended Purpose
Fixed
Salary	Fixed cash component designed to compensate individual for responsibility level of position held.
Variable or “at risk”
Annual incentive compensation, consisting of performance-based cash awards	Performance-based awards payable in cash designed to motivate and reward an individual’s contributions to the achievement of short-term objectives by linking compensation to the achievement of the Company’s budgeted adjusted operating profit objective for the year, as well as individual operational and strategic goals. Target payout is set as a percentage of salary, with higher percentages for individuals with greater responsibility. See “—Executive Compensation—Annual Incentive Compensation.”
Long-term incentive compensation, consisting of performance-based cash and stock awards	Performance-based awards payable in cash and shares of Class A stock designed to reinforce the relationship between pay and performance by linking compensation to the achievement of three-year performance goals based on adjusted operating profit and relative total stockholder return. Target payouts are set at specific amounts of cash and shares, with higher targets for individuals with greater responsibility.
Other benefits
	●	Employee benefit plans available to substantially all employees, including medical, life insurance and disability plans, and a Company 401(k) Plan that provides a match on employee contributions and discretionary ~~profit sharing~~profit-sharing contributions.
	●	Certain executives are participants in two unfunded non-qualified defined contribution plans, one of which was frozen as of December 31, 2013, and ~~in one of~~ two unfunded non-qualified defined benefit plans that were frozen as of December 31, 2009.

The following charts show the components of target compensation established for our CEO and our other named executive officers for ~~2017,~~2019 as well as the percentage of total variable or “at risk” compensation:



~~80%~~79% variable or “at risk” compensation		~~70%~~66% variable or “at risk” compensation

~~THE NEW YORK TIMES COMPANY - P. 40~~

Key Factors in Setting Compensation

In setting or recommending the amount of each component of an executive’s compensation and considering his or her overall compensation package, the Committee evaluates each of the following factors:

Benchmarking—Each year, the Committee reviews market data for executives in positions comparable to Company executives through a process developed with Exequity, its independent compensation consultant. In preparation for its decision-making regarding ~~2017~~2019 compensation levels, in 2018, the Committee re-examined its approach and developed a new peer group of 20 companies operating in the journalism, media and digital industries. The Committee believes this new peer group more closely aligns with the Company’s industry and relevant operating characteristics. This new peer group includes 12 common companies from the previous year, eight additions (marked with an asterisk) and three deletions. In December ~~2016~~2018, the Committee reviewed ~~target compensation in relation to~~data provided from the average of data from two benchmark groups, where data from both groups was available. The two benchmark groups were the media industry peer group and general industry. The media industry peer group consisted of the 19 media companies listed below. Data from these companies was collected from their participation in the ~~2016~~ Willis Towers Watson 2018 Media Executive Compensation Survey ~~or from~~and publicly disclosed compensation data in ~~their~~ annual proxy statements. The comparator group is the same as that used in connection with 2016 executive compensation decisions except that one media company in the prior year group did not participate in the Towers Watson ~~2016~~ ~~General Industry Executive Compensation Survey and accordingly was not included in the data reviewed by the Committee.~~statements of these peers. To the extent data was not available for ~~particular positions,~~companies within the peer group, the Committee reviewed ~~this~~broad media data ~~blended with a statistical summary of data adjusted to reflect the Company’s revenue size~~ from ~~the companies that participated in the~~ Willis Towers Watson ~~2016~~ ~~General Industry~~2018 Media Executive Compensation Survey, ~~(excluding~~which included 60 companies in the health-care, financial services, energy, not-for-profit and higher education industries). For certain positions where there was a lack of data in the media industry peer group and/or general industry, broad media data was referenced. Broad media data include 59 companies from Willis Towers Watson’s 2016 CDB Media Survey that fit within an all-media industry category.



~~A.H. Belo Corporation~~	~~Media General, Inc.~~	~~The McClatchy Company~~
~~AOL Inc.~~AMC Networks*	Meredith Corporation	~~Time Inc.~~The E.W. Scripps Company
~~Cablevision Systems Corporation~~Discovery Communications, Inc.	News Corporation	Tribune Media Company
~~Comcast Cable Communications~~Gannett Co., Inc.	~~Scholastic Corporation~~Nexstar Media Group*	Tribune Publishing Company
~~Discovery Communications,~~Hearst Corporation	Scholastic Corporation	Turner Broadcasting System, Inc.
IAC/InterActiveCorp*	Scripps Networks Interactive, Inc.	~~Yahoo! Inc.~~Yelp*
~~Gannett Co., Inc.~~John Wiley & Sons*	Sinclair Broadcast Group*	Zillow Group*
j2 Global*	TEGNA Inc.
~~Hearst Corporation~~	~~The E.W. Scripps Company~~

In setting compensation for executives, the Committee reviews, among other factors, target total compensation for the Company’s executives ~~against~~in relation to the ~~target total compensation of the average of the~~peer group’s 50th ~~percentile level of the benchmark groups.~~percentile. Individual total target compensation may be higher or lower than the 50th percentile based on a number of factors, including experience and tenure, retention and succession planning considerations, challenges in matching a particular role at the Company to commonly benchmarked positions and year-to-year swings in the market reference data.

Performance—The Committee ties a substantial portion of each named executive officer’s total potential compensation to Company performance, as well as a portion to individual performance. All executive officers, including the named executive officers, are eligible for annual and long-term incentive compensation that reinforces the relationship between pay and performance by linking compensation to the achievement of important short- and long-term Company performance targets. These targets are set by the Committee in advance based on the Company’s objectives as set out in ~~the~~its operating budget and long-term ~~projection.~~projections. To ensure that the executives ~~most~~more responsible for development of the Company’s strategic plan are held ~~most~~more accountable for its successful execution, the portion of total compensation delivered in variable, performance-based awards varies directly in relation to each executive’s level of responsibility and hierarchy among the leadership team.

~~In determining annual incentive compensation,~~For those executives who report to the Chief Executive Officer, the Committee ~~also considers~~takes into consideration Mr. Thompson’s review of their performance during the ~~individual achievement of each named executive officer against predetermined operational and strategic goals.~~year.

Internal Pay Equity—The Committee’s approach to compensation is that executives holding comparable positions of responsibility should have similar compensation opportunities, adjusted to reflect their responsibilities and role within the Company and recognizing that actual rewards earned should reflect achievement of individual objectives.

~~THE NEW YORK TIMES COMPANY - P. 41~~

In setting compensation for ~~2017~~2019, the Committee reviewed tally sheets detailing the total compensation of the named executive officers. These tally sheets identified all components of compensation for these executives, including the compensation such executives would be eligible to receive under different termination scenarios, as described in “—Payment Upon Termination or Change in Control Table.” At the completion of this review, the Committee concluded that the amounts of compensation to be paid were appropriate and reasonable in light of the factors discussed above.

Setting Performance Goals

A substantial portion of each named executive officer’s compensation depends on the achievement of specific incentive targets that are directly linked to short- or long-term performance objectives. Performance is measured against the Company’s annual operating budget and the Company’s long-term projections (with respect to the applicable three years), which are developed and submitted to the Board by management annually and are based on an assessment of the state of the business and the industry and expectations regarding annual and long-term performance. The annual budgets and long-term projections set financial performance objectives that management believes are aggressive but achievable based on the underlying strategic and operating assumptions regarding revenue, expense projections and ~~cost control~~investment initiatives. Historically, the Committee has set a target performance level for a 100% payout at the same level as the relevant objective. While future results cannot be predicted, the Committee believes that these performance targets are set at levels such that achievement of the target levels would reflect a strong performance on the part of the executive officers and that payment of the maximum amounts would occur only upon the achievement of results substantially in excess of internal and market expectations at the time the targets are set.

Operating budgets and long-term projections are created independent of, and therefore the financial performance targets generally exclude, the effect of certain non-recurring or non-operational events.

Executive Compensation

Salaries

Salaries for executive officers are reviewed annually and are intended to provide competitive compensation to each executive based on position, scope of responsibility, business and leadership experience and performance. For ~~2017, annual salary levels for Messrs. Sulzberger, Jr.~~2019, the Committee reviewed executive officer salaries and ~~Thompson were unchanged from~~made certain adjustments based on the ~~prior year, and have not increased since 2006 and 2012 (when Mr. Thompson joined~~Committee’s consideration of these factors. The salaries paid to our named executive officers during 2019 appear in column (c) of the ~~Company), respectively. In 2017, Mss. Kopit Levien and Brayton each received a pay increase in connection with their promotions to their current positions.~~Summary Compensation Table.

Annual Incentive Compensation

In February ~~2017,~~2019, the Compensation Committee set ~~2017~~2019 annual incentive targets for all executives, including the named executive officers, as a percentage of salary. In June 2017, the Committee also approved an additional annual incentive award for Ms. Kopit Levien in connection with her promotion to Chief Operating Officer so that her aggregate annual incentive target would be commensurate with her current position. The target percentages were set taking into account a number of factors, including prevailing external practices, the Committee’s consideration of the nature of the position and internal pay equity concerns. Generally, the more responsible the executive officer’s position, the higher the target percentage. For the named executive officers, target amounts ranged from ~~55%~~70% to 100% of base salary.

The Committee structured ~~2017~~2019 annual incentive compensation, payable in cash, for executives, including the named executive officers, as follows:



~~2017~~2019 Annual Incentive Compensation
Component	Measure	Percentage
Financial target	Adjusted ~~operating profit~~Operating Profit¹	75%
Individual target	Assessment of achievement measured against predetermined operational and strategic goals	25%


1.	Adjusted ~~operating profit~~Operating Profit is defined as (i) revenues less (ii) total operating costs (excluding severance, depreciation and amortization and ~~non-operating retirement~~multiemployer pension plan withdrawal costs), adjusted to exclude the effect of any acquisitions and dispositions.

~~THE NEW YORK TIMES COMPANY - P. 42~~

Financial Component

The Committee believes that adjusted operating profit is a ~~useful~~valuable measure of our performance for compensation purposes because it facilitates comparisons with historical operating performance on a consistent basis. In addition, adjusted operating profit is a measure often used by investors, analysts and others to assess Company performance, and thus serves to align the interests of our executives with those of our stockholders. See “—Tax Matters” for a description of certain provisions applicable to annual incentive compensation implemented by the Committee that were designed to achieve tax deductibility of 2017 executive compensation.

Our ~~2017~~2019 budget, and as a result, the performance targets, took into account, among other factors, a projected challenging print advertising environment and ~~the~~planned investment in various initiatives. The performance level for a 100% payout of the financial component was set at the operating budget objective, with potential payouts ranging from zero to 200% of target based upon a predetermined performance scale. The Company’s actual ~~2017~~2019 adjusted operating profit resulted in a payout of ~~142%~~126% for the portion of the annual incentive awards based on financial performance. The following table sets out the ~~2017~~2019 adjusted operating profit targets and achievement level.

2017 Financial Performance Component

2019 Financial Performance Component

(dollars in thousands)

2017 Financial Target for
100% Payout ($)

2017 Financial Target for Maximum (200%) Payout ($)

2017 Actual ($)

Resulting Payout Percentage

2019 Financial Target for Minimum (10%) Payout ($)

2019 Financial Target for
100% Payout ($)

2019 Financial Target for Maximum (200%) Payout ($)

2019 Actual ($)

Resulting Payout Percentage

Adjusted operating profit¹

251,640

301,640

275,380

142%

186,988

233,238

279,488

248,368

126%


1.	See Appendix A for the calculation of ~~2017~~2019 adjusted operating profit.

Individual Component

As noted above, 25% of annual incentive compensation depended upon an assessment of the executive’s individual achievement with respect to operational and strategic goals. In its review, the Committee took into account each executive’s responsibility for the Company’s overall performance, ~~recognizing considerable progress in certain key strategic areas. In addition,~~as well as, for Mr. ~~Follo,~~Caputo and Mss. Kopit Levien and Brayton, Mr. Thompson’s recommendation. In particular, the Committee took into account, with respect to (i) Messrs. Thompson and Sulzberger, their continued success in providing strategic direction for the ~~successful execution to date of the Company's headquarters building redesign~~Company; (ii) for Mr. Caputo and ~~consolidation, as well as significant achievements over his 11-year career. And for~~ Ms. Kopit Levien, their transformational contributions to the ~~Committee took into account~~success of the business in 2019; and (iii) for Ms. Brayton, her ~~performance in light of significantly increased responsibilities in connection with her June 2017 promotion.~~significant contributions as general counsel as the organization continues to evolve. The Committee assessed the individual achievement of each of the named executive officers as follows:



Name	Individual Achievement
~~Arthur Sulzberger, Jr.~~	~~125%~~
Mark Thompson	~~125%~~135%
~~James M. Follo~~A.G. Sulzberger	~~200%~~135%
Roland Caputo	150%
Meredith Kopit Levien	~~175%~~150%
Diane Brayton	125%

Resulting ~~2017~~2019 Annual Incentive Payouts

The following table sets out, for each named executive officer, the ~~2017~~2019 base annual salary and the ~~2017~~2019 target, potential maximum and actual annual incentive amounts, in dollars and as a percentage of the executive’s ~~2017~~2019 base salary.

Name 2017 Base Annual Salary($)
Target ($)
(% of base salary)

Potential Maximum ($)
(% of base salary)

Actual ($)
(% of base salary)

Arthur Sulzberger, Jr. 1,087,000
1,087,000
100 % 2,174,000 200 % 1,497,343 138 %
Mark Thompson 1,000,000
1,000,000
100 % 2,000,000 200 % 1,377,500 138 %
James M. Follo 573,558
401,491
70 % 802,982 140 % 628,333 110 %
Meredith Kopit Levien¹
750,000
612,571
82 % 1,225,142 164 % 920,388 123 %
Diane Brayton 425,000
233,750
55 % 467,500 110 % 321,991 76 %


1.	In connection with Ms. Kopit Levien’s promotion to Chief Operating Officer in June 2017, her base salary and incentive target increased. The table reflects her increased salary as of year-end and prorated incentive target amounts and percentages.



Name	Target ($) (% of base salary)			Potential Maximum ($) (% of base salary)			Actual ($) (% of base salary)
Mark Thompson	1,050,779	100	%	2,101,558	200	%	1,347,624	128	%
A.G. Sulzberger	564,682	94	%	1,129,364	188	%	724,205	121	%
Roland Caputo	409,774	69	%	819,548	138	%	540,902	90	%
Meredith Kopit Levien	788,084	100	%	1,576,168	200	%	1,040,271	131	%
Diane Brayton	394,090	69	%	788,180	138	%	495,569	86	%

~~THE NEW YORK TIMES COMPANY - P. 43~~

~~2018~~2020 Annual Incentive Compensation

~~In February~~ ~~2018, the~~The Committee structured ~~2018~~2020 annual cash incentive compensation for executives based on a similar allocation of 75% for financial performance and 25% for individual goals. Performance targets will again be based on adjusted operating profit, and the Committee has set target amounts for each executive officer as a percentage of base salary. Mr. Sulzberger, Jr., who retired from his executive management position effective December 31, 2017, is not participating in the 2018 annual incentive compensation program. Mr. Follo, who retired as Executive Vice President and Chief Financial Officer effective February 28, 2018, will participate in the program and receive a prorated portion of the payout based on the period he worked until his retirement, as and when the payouts are made to other executives.

Long-Term Incentive Compensation

The Committee makes annual awards under a long-term incentive compensation program that provides executives the opportunity to earn cash and shares of Class A stock at the end of three-year performance cycles based on the achievement of specified performance goals. The Committee believes this program aligns the interest of executives with the fulfillment of our long-term strategic objectives and rewards them in relation to the achievement of these goals.

In ~~2017~~2019, long-term incentive compensation consisted of the grant of long-term performance-based awards for the ~~2017-2019~~2019-2021 performance cycle and the payout of the ~~2015-2017~~2017-2019 long-term performance-based awards.

Long-Term Performance Awards for ~~2017-2019~~2019-2021

For the ~~2017-2019~~2019-2021 performance cycle, long-term awards are based on the achievement of specified goals under two performance measures:

Cumulative adjusted operating profit: represents 60% of an executive’s target award, with half paid in Class A stock and half paid in cash; and

Relative total stockholder return, or “TSR,” of the Company: represents 40% of an executive’s target award and is paid in Class A stock. This metric, referred to as “Relative TSR,” compares the Company’s TSR over the

three-year period relative to the TSR of the companies in the Standard & Poor’s 500 Stock Index as of the beginning of the performance period.

The components of the long-term performance awards are illustrated below:

~~THE NEW YORK TIMES COMPANY - P. 44~~

Adjusted Operating Profit Component

The Committee believes that adjusted operating profit is a strong reflection of the Company’s underlying operating performance. The selection of this financial measure for the three-year performance cycle is intended to focus management on normalized operating profit, which allows the Company to make critical investments in its long-term growth strategy. This metric is a ~~useful~~valuable measure of performance for compensation purposes because it facilitates comparisons of historical operating performance on a consistent basis and is often used by investors, analysts and others. See “—Tax Matters” for a description of certain provisions applicable to the adjusted operating profit component of long-term incentive compensation implemented by the Committee designed to achieve tax deductibility of executive compensation.

For the adjusted operating profit awards, potential payouts range from zero to 200% of each of the target cash and target shares based upon a predetermined performance scale.

Relative TSR Component

The Committee believes that the Relative TSR metric encourages management to focus on the Company’s overall performance and value creation for its stockholders over a longer-term (three-year) period and provides an appropriate balance to the internally focused adjusted operating profit metric. In ~~initially~~ selecting a performance peer group for the Company’s Relative TSR metric, the Committee considered several criteria, including the importance of measurement against companies that compete with the Company, the size and number of companies within the benchmarking group, the reputation and credibility of companies in the group, and the relevance of those companies to the Company’s business. The Committee concluded that the use of the Standard & Poor’s 500 Stock Index satisfies key criteria: the index itself is highly reputable, including the largest U.S. companies by market capitalization; information about index performance is widely available; it includes competitor companies; and the number of companies is large enough as to minimize the possibility that relative performance would be distorted by consolidation or unusual performance by a small number of companies.

For the Relative TSR awards, potential payouts range from zero to 200% of the target amount of shares ~~depending~~based on the percentile ranking of the Company’s TSR compared towith that of each company in the index, as follows:



TSR	Payout as Percentage of Target
75th percentile or above	200%
50th percentile	100%
25th percentile	30%
Below 25th percentile	0%

Payout percentages are interpolated between performance levels. If the Company’s TSR for the three-year performance period is below the 25th percentile, the participating executives will not receive any portion of the award based on TSR.

Notwithstanding the schedule above, the maximum payout cannot exceed 100% of the target number of shares if the Company’s TSR is negative over the performance period, regardless of the Company’s percentile ranking. Further, the total value of the award to be paid in Class A stock (i.e., the number of shares earned multiplied by the fair market value of the Class A stock on the date of the distribution) cannot exceed 400% of the dollar amount of the target award opportunity related to such share-based award.

~~THE NEW YORK TIMES COMPANY - P. 45~~

Potential Awards

The following table shows the target and maximum potential awards of cash and shares of Class A stock for the ~~2017-2019~~2019-2021 performance cycle for each of the named executive officers. The target share amounts were calculated by dividing the target dollar value by a fair value estimated using ~~a value derived from a Monte Carlo simulation model.~~the average stock price over the 20 trading days prior to the grant date.

Target Maximum
Name Metric Shares (#) Cash Value ($)
Total Target ($) Value
Shares (#)
Cash Value ($)
Total Target ($) Value
Arthur Sulzberger, Jr. Adjusted Operating Profit (Cash) 900,000
900,000
1,800,000
1,800,000
Adjusted Operating Profit (Shares) 41,822 900,000
83,644
1,800,000
Relative TSR Shares 55,762 1,200,000
111,524
2,400,000
Total $ Value 3,000,000
6,000,000
Mark Thompson Adjusted Operating Profit (Cash) 900,000
900,000
1,800,000
1,800,000
Adjusted Operating Profit (Shares) 41,822 900,000
83,644
1,800,000
Relative TSR Shares 55,762 1,200,000
111,524
2,400,000
Total $ Value 3,000,000
6,000,000
James M. Follo

Adjusted Operating Profit (Cash) 237,000
237,000
474,000
474,000
Adjusted Operating Profit (Shares) 11,013 237,000
22,026
474,000
Relative TSR Shares 14,684 316,000
29,368
632,000
Total $ Value 790,000
1,580,000
Meredith Kopit Levien¹
Adjusted Operating Profit (Cash) 272,904
272,904
545,808
545,808
Adjusted Operating Profit (Shares) 12,333 272,904
24,666
545,808
Relative TSR Shares 16,445 363,872
32,890
727,744
Total $ Value 909,680
1,819,360
Diane Brayton Adjusted Operating Profit (Cash) 90,000
90,000
180,000
180,000
Adjusted Operating Profit (Shares) 4,182 90,000
8,364
180,000
Relative TSR Shares 5,576 120,000
11,152
240,000
Total $ Value 300,000
600,000


1.	~~Reflects Ms. Kopit Levien’s prorated increased long-term incentive target amounts effective upon her promotion in June 2017.~~

Mr. Sulzberger, Jr. retired from his executive management position effective December 31, 2017, and Mr. Follo retired from the Company effective February 28, 2018. Under the terms of the 2017-2019 long-term performance awards, each of Messrs. Sulzberger, Jr. and Follo will be entitled to a prorated portion of the payouts, based on the period worked until his retirement, as and when payouts of 2017-2019 long-term performance awards are made to other executives.



		Target			Maximum
Name	Metric	Shares (#)	Cash Value ($)	Total Target Value ($)	Shares (#)	Cash Value ($)	Total Target Value ($)
Mark Thompson	Adjusted Operating Profit (Cash)		900,000	900,000		1,800,000	1,800,000
Mark Thompson	Adjusted Operating Profit (Shares)	30,952		900,000	61,904		1,800,000
	Relative TSR Shares	49,598		1,200,000	99,196		2,400,000
	Total $ Value			3,000,000			6,000,000
A.G. Sulzberger	Adjusted Operating Profit (Cash)		225,000	225,000		450,000	450,000
A.G. Sulzberger	Adjusted Operating Profit (Shares)	7,738		225,000	15,476		450,000
	Relative TSR Shares	11,705		300,000	23,410		600,000
	Total $ Value			750,000			1,500,000
Roland Caputo	Adjusted Operating Profit (Cash)		225,000	225,000		450,000	450,000
Roland Caputo	Adjusted Operating Profit (Shares)	7,738		225,000	15,476		450,000
	Relative TSR Shares	12,400		300,000	24,800		600,000
	Total $ Value			750,000			1,500,000
Meredith Kopit Levien	Adjusted Operating Profit (Cash)		300,000	300,000		600,000	600,000
Meredith Kopit Levien	Adjusted Operating Profit (Shares)	10,317		300,000	20,634		600,000
	Relative TSR Shares	16,533		400,000	33,066		800,000
	Total $ Value			1,000,000			2,000,000
Diane Brayton	Adjusted Operating Profit (Cash)		138,000	138,000		276,000	276,000
Diane Brayton	Adjusted Operating Profit (Shares)	4,746		138,000	9,492		276,000
	Relative TSR Shares	7,605		184,000	15,210		368,000
	Total $ Value			460,000			920,000

~~THE NEW YORK TIMES COMPANY - P. 46~~

~~2017 Special Equity Award to Meredith Kopit Levien~~

In June 2017, the Committee approved a grant of 56,736 restricted stock units for shares of Class A stock to Ms. Kopit Levien under the 2010 Incentive Plan in connection with her promotion to her current position. The restricted stock units will vest, subject to her continued employment, ratably over five years.

Long-Term Performance Awards for ~~2015-2017~~2017-2019

For the ~~2015-2017~~2017-2019 long-term performance cycle, potential payouts were based on the achievement of specified goals under the ~~following~~same two performance ~~measures:~~measures described above with respect to the 2019-2021 awards:

Cumulative adjusted operating profit: ~~represents~~represented 60% of an executive’s target award, with half paid in Class A stock and half paid in cash; and

Relative TSR: ~~represents~~represented 40% of an executive’s target award and ~~is paid~~payable in Class A stock.

Cumulative Adjusted Operating Profit Component

For this component, potential payouts could range from zero to 200% based upon performance against predetermined targets. The following table sets out the cumulative adjusted operating profit targets ~~set forth below:~~and achievement level for the 2017-2019 long-term performance cycle:



Measure	Cumulative ($) (in thousands)
Threshold adjusted operating profit (0% payout below threshold)	~~$739,800~~651,500
Target adjusted operating profit (100% payout)	~~$839,800~~751,500
Maximum adjusted operating profit (200% payout)	~~$939,800~~851,500
Actual adjusted operating profit¹	~~$809,910~~803,282


1.	See Appendix A for the calculation of adjusted operating profit for ~~2015~~2017-~~2017~~2019.

The Company’s achievement of ~~2015-2017~~2017-2019 cumulative adjusted operating profit resulted in a payout of the portion of the award based on adjusted operating profit at ~~85%~~152% of target.

Relative TSR Component

The Company’s TSR for ~~2015-2017~~2017-2019 was ~~45.13%~~147.79%, which ranked in the ~~61st~~96th percentile relative to the companies in Standard & Poor’s 500 Stock Index at the beginning of the period. As a result, the payout of the portion of the ~~2015-2017~~2017-2019 award based on Relative TSR was ~~143%~~at 200% of target.

~~THE NEW YORK TIMES COMPANY - P. 47~~

Resulting ~~2015-2017~~2017-2019 Long-Term Performance Payout

The following table shows the target potential payments and the actual awards earned based on results over the ~~2015-2017~~2017-2019 long-term performance cycle.


		Target			Actual				Target			Actual
Name	Metric	Shares (#)	Cash Value ($)	Total Target ($) Value¹	Shares (#)	Cash Value ($)	Total Award ($) Value²	Metric	Shares (#)	Cash Value ($)	Total Target Value¹($)	Shares (#)	Cash Value ($)	Total Award Value²($)
Arthur Sulzberger, Jr.	Adjusted Operating Profit (Cash)		900,000			765,000
Arthur Sulzberger, Jr.	Adjusted Operating Profit (Shares)	53,129		900,000	45,160		1,140,290
	Relative TSR Shares	70,838		1,200,000	101,298		2,557,775
	Total $ Value			3,000,000			4,463,065
Mark Thompson	Adjusted Operating Profit (Cash)		900,000			765,000		Adjusted Operating Profit (Cash)		900,000			1,368,000
Mark Thompson	Adjusted Operating Profit (Shares)	53,129		900,000	45,160		1,140,290	Adjusted Operating Profit (Shares)	41,822		900,000	63,569		2,440,414
	Relative TSR Shares	70,838		1,200,000	101,298		2,557,775	Relative TSR Shares	55,762		1,200,000	111,524		4,281,406
	Total $ Value			3,000,000			4,463,065	Total	97,584	900,000	3,000,000	175,093	1,368,000	8,089,820
James M. Follo	Adjusted Operating Profit (Cash)		237,000			201,450
James M. Follo	Adjusted Operating Profit (Shares)	13,991		237,000	11,892		300,273
A.G. Sulzberger								Adjusted Operating Profit (Cash)		45,000			68,400
A.G. Sulzberger								Adjusted Operating Profit (Shares)	2,091		45,000	3,178		122,003
								Relative TSR Shares	2,788		60,000	5,576		214,063
								Total	4,879	45,000	150,000	8,754	68,400	404,466
Roland Caputo								Adjusted Operating Profit (Cash)		90,000			136,800
Roland Caputo								Adjusted Operating Profit (Shares)	4,182		90,000	6,357		244,045
	Relative TSR Shares	18,654		316,000	26,675		673,544	Relative TSR Shares	5,576		120,000	11,152		428,125
	Total $ Value			790,000			1,175,267	Total	9,758	90,000	300,000	17,509	136,800	808,970
Meredith Kopit Levien	Adjusted Operating Profit (Cash)		220,667			187,567		Adjusted Operating Profit (Cash)		272,904			414,814
Meredith Kopit Levien	Adjusted Operating Profit (Shares)	13,109		220,667	11,143		281,361	Adjusted Operating Profit (Shares)	12,333		272,904	18,746		719,659
	Relative TSR Shares	17,479		294,222	24,995		631,124	Relative TSR Shares	16,445		363,872	32,890		1,262,647
	Total $ Value			735,556			1,100,052	Total	28,778	272,904	909,680	51,636	414,814	2,397,120
Diane Brayton	Adjusted Operating Profit (Cash)		45,000			38,250		Adjusted Operating Profit (Cash)		90,000			136,800
Diane Brayton	Adjusted Operating Profit (Shares)	2,656		45,000	2,258		57,015	Adjusted Operating Profit (Shares)	4,182		90,000	6,357		244,045
	Relative TSR Shares	3,542		60,000	5,065		127,891	Relative TSR Shares	5,576		120,000	11,152		428,125
	Total $ Value			150,000			223,156	Total	9,758	90,000	300,000	17,509	136,800	808,970

CEO Pay Ratio

~~THE NEW YORK TIMES COMPANY - P. 65~~Pursuant to rules adopted by the SEC, we present below the total 2019 annual compensation of Mark Thompson, our President and Chief Executive Officer, the total 2019 annual compensation of our median compensated employee and the ratio of the total 2019 annual compensation of Mr. Thompson to that of our median compensated employee, which we refer to as our “CEO pay ratio.”



2019 Total Annual Compensation
CEO	$6,144,106
Median Employee	$156,230
Ratio	40:1

Methodology Used to Calculate the CEO Pay Ratio

In 2018, we identified our median employee using our global employee population as of October 1, 2018. We determined that, as of October 1, 2018, our employee population consisted of approximately 4,500 employees working across the globe, which included all full-time, part-time, casual and temporary workers, but excluding Mr. Thompson. Applying the de minimis exemption under the SEC rules, we excluded 139 employees from 25 countries identified below, which together comprised less than 5% of our total employee population.



Country	Employees	Country	Employees	Country	Employees
Belgium	1	India	4	Japan	6
Brazil	1	Kenya	4	Canada	7
South Korea	1	Russia	4	Singapore	9
Lebanon	1	United Arab Emirates	4	Afghanistan	10
Netherlands	1	Egypt	5	Mexico	10
Philippines	1	Germany	5	Iraq	18
South Africa	1	Italy	5	China	23
Senegal	3	Australia	6
Switzerland	3	Israel	6

We then used total 2018 taxable wages for all non-excluded employees to identify the median compensated employee. We did not make any other assumptions, adjustments, or estimates with respect to compensation. For this purpose, we did not annualize the wages of any individuals who were employed less than the full calendar year.

As permitted under the SEC rules, we have used total 2019 annual compensation data for the median employee identified by the Company in 2018, given that there has been no change in our employee population or employee compensation arrangements that we believe would significantly impact pay ratio disclosure.

To determine the CEO pay ratio, we calculated our median employee’s total 2019 annual compensation using the same methodology we use to calculate total compensation for Mr. Thompson as it appears in the Summary Compensation Table.

PROPOSAL NUMBER 2—ADOPTION OF THE NEW YORK TIMES COMPANY 2020 INCENTIVE COMPENSATION PLAN

Background

We currently maintain The New York Times Company 2010 Incentive Compensation Plan (the “2010 Plan”), which was originally effective as of April 27, 2010. On February 25, 2020, on the recommendation of the Compensation Committee, the Board of Directors approved The New York Times Company 2020 Incentive Compensation Plan (the “2020 Plan”), subject to stockholder approval, and accordingly, the Board of Directors directed that the 2020 Plan be submitted to the Company’s stockholders for approval at the Annual Meeting. The date on which the Company’s stockholders approve the 2020 Plan is referred to as its Effective Date.

The 2020 Plan is a new equity compensation plan for our directors, officers and other employees pursuant to which we may grant awards payable in cash or shares of Class A Stock of the Company (“Shares”). It is intended that the 2020 Plan will replace the 2010 Plan, which will terminate by its terms on April 26, 2020.

As of December 29, 2019, 3,007,422 Shares were reserved for issuance under outstanding awards under the 2010 Plan (assuming maximum performance of performance-based awards), and an additional 7,475,010 Shares remained available for further grants thereunder. (In addition, as of December 29, 2019, 8,000 Shares were reserved for issuance under outstanding awards under the 2004 Non-Employee Directors’ Stock Incentive Plan (the “Directors’ Stock Plan”), and 3,775 Shares were reserved for issuance under outstanding awards under the 1991 Executive Stock Incentive Plan (the “1991 Incentive Plan”). No further awards may be granted under the Directors’ Stock Plan or the 1991 Incentive Plan.) If the 2020 Plan is approved by our stockholders, no further awards will be granted under the 2010 Plan, but awards outstanding under the 2010 Plan will remain outstanding in accordance with their terms and the 2010 Plan.

The 2020 Plan will enable the Company to continue its compensation program, which is intended to attract, retain and reward directors, officers and other employees and link compensation to measures of the Company’s performance.

Stockholder approval of the 2020 Plan is being sought in order to meet NYSE listing requirements. If our stockholders do not approve the 2020 Plan, we will not have the ability to make equity grants under a stockholder approved equity plan after April 26, 2020. This would significantly limit our ability to grant equity awards — a vital component of our compensation program — and align the interests of our directors, officers and other employees with those of our stockholders.

Certain Key Provisions

The 2020 Plan has several provisions designed to protect the interests of stockholders and to facilitate effective corporate governance. Specifically, the 2020 Plan:

prohibits the grant of stock options or stock appreciation rights with an exercise price or base price that is less than fair market value on the date of grant;

prohibits the repricing of any stock option or stock appreciation right without stockholder approval, other than in connection with certain corporate transactions;

prohibits dividend-equivalent rights with respect to stock options and stock appreciation rights, and prohibits the payment of dividends and dividend equivalents with respect to unvested share-based awards;

requires a one-year minimum vesting schedule for awards, except that up to 5% of the Shares reserved for issuance under the 2020 Plan (subject to certain adjustments) are available for grant without regard to this requirement, and awards granted to non-employee directors on the date of an annual stockholders’ meeting satisfy this requirement if they provide for vesting at the stockholders’ meeting immediately following the grant date;

limits the number of share-based and the value of cash-based awards that may be granted to participants in any year;

imposes an aggregate limit on the value of awards that may be granted, and cash fees that may be paid, to each of our non-employee directors in any year;

does not provide for automatic vesting of awards in the event of a change in control;

does not contain an “evergreen” share reserve, meaning that the Shares reserved for awards are fixed by number rather than by reference to a percentage of the Company’s total outstanding shares; and

will be administered by an independent committee of the Board.

Determination of Shares to be Available for Issuance

If this Proposal 2 is approved by our stockholders at the Annual Meeting, the maximum aggregate number of Shares that may be issued under the 2020 Plan will be 15,000,000 (all Share numbers are subject to adjustment in accordance with the terms of the 2020 Plan). In addition, the following Shares will be added to the Share reserve under the 2020 Plan: (i) Shares subject to outstanding awards under the 2010 Plan that are paid in cash, cancelled, forfeited, lapse or are otherwise terminated without an issuance of Shares thereunder after the Effective Date and (ii) any Shares tendered or withheld to satisfy the exercise price of an option to purchase Shares granted under the 2010 Plan or the tax withholding requirements with respect to any award granted under the 2010 Plan, to the extent tendered or withheld after the Effective Date.

The 15,000,000 Shares reserved for issuance under the 2020 Plan represents an increase of 7,524,990 Shares from the number of Shares available for awards under the 2010 Plan as of December 29, 2019. When deciding on the number of Shares to be available for awards under the 2020 Plan, the Board of Directors considered a number of factors, including the Company’s past Share usage (“burn rate”), the number of Shares needed for future awards, a dilution analysis, the current and future accounting expenses associated with the Company’s equity award practices, stated policies of shareholder advisory firms and input from our stockholders.

Dilution Analysis

As of December 29, 2019, the Company’s capital structure consisted of 166,175,271 shares of Class A and Class B common stock (collectively, “Common Stock”) outstanding. The proposed Share authorization is a request for 15,000,000 Shares to be available for awards under the 2020 Plan. As of December 29, 2019, 7,475,010 Shares were available for awards under the 2010 Plan. If the 2020 Plan is approved, no additional awards will be granted under the 2010 Plan, but awards outstanding under the 2010 Plan will remain outstanding in accordance with their terms and the 2010 Plan.

The table below shows our potential dilution (referred to as “overhang”) levels based on our fully diluted shares of Common Stock and our request for 15,000,000 Shares to be available for awards under the 2020 Plan. The 15,000,000 Shares represent 8.17% of fully diluted shares of Common Stock, including all Shares that will be authorized under the 2020 Plan, as described in the table below. The Board of Directors believes that this number of Shares under the 2020 Plan represents a reasonable amount of potential equity dilution, which will allow the Company to continue granting equity awards, and that equity awards are a vital component of our compensation program.

Potential Overhang with 15,000,000 Shares




Stock Options Outstanding as of December 29, 2019¹	969,128
Weighted Average Exercise Price of Stock Options Outstanding as of December 29,2019	$9.00
Weighted Average Remaining Term of Stock Options Outstanding as of December 29, 2019	2 Years
Outstanding Full Value Awards as of December 29, 2019²	1,364,742
Total Equity Awards Outstanding as of December 29, 2019³	2,333,870
Shares Available for Grant under the 2010 Plan, if the 2020 Plan is approved⁴	0
Shares Requested	15,000,000
Total Potential Overhang under the 2020 Plan⁵	17,333,870
Shares of Common Stock Outstanding as of December 29, 2019	166,175,271
Fully Diluted Shares of Common Stock⁶	183,509,141
Potential Dilution of 15,000,000Shares as a Percentage of Fully Diluted Shares of Common Stock	8.17%


1.	Represents the number of outstanding options under all equity plans.

“Full Value Awards” includes restricted stock units and performance-based restricted stock units. The 1,364,742Full Value Awards consist of (a) 547,548time-based restricted stock units granted to employees, (b) 685,327performance-based restricted stock units granted to employees (assuming target performance), and (c) 131,867time-basedrestricted stock units granted to non-employee directors. Depending on the applicable award terms, the number of Shares to be issued in settlement of performance-based restricted stock units varies from 0% to 200% of target, based upon achievement of the performance goals. All dividend-equivalent rights on outstanding awards to our employees are paid in cash, and all dividend-equivalent rights on outstanding awards to our non-employee directors are paid in Shares.


3.	Represents the sum of the Stock Options Outstanding as of December 29, 2019 and the Outstanding Full Value Awards as of December 29, 2019.


4.	No additional awards will be granted under the 2010 Plan if the 2020 Plan is approved, and the Shares that are not subject to awards under the 2010 Plan as of the Effective Date will not be available for issuance under the 2020 Plan. As of December 29, 2019, there were 7,475,010 Shares available for award under the 2010 Plan.

5. Represents the sum of the Total Equity Awards Outstanding as of December 29, 2019 and the Shares Requested.

6. “Fully Diluted Shares of Common Stock” consist of the Shares of Common Stock Outstanding as of December 29, 2019,plus the Total Potential Overhang under the 2020 Plan.

Burn Rate

Our burn rate for each of 2019, 2018 and 2017 was 0.31%, 0.35% and 0.51%, respectively, and our average burn rate over the last three years was 0.39%. We calculated our burn rate for each year by dividing the sum of (i) all stock options granted in the applicable year, (ii) all time-based restricted stock units granted in the applicable year, and (iii) all performance-based restricted stock units granted in the applicable year, divided by the weighted average number of shares of Common Stock outstanding for the applicable year. Because the number of Shares to be issued in settlement of performance-based restricted stock units varies from 0% to 200% of target, we have included these awards in the burn rate calculation in the year of grant, based on the target payout. All dividend-equivalent rights on outstanding awards to our employees are paid in cash, and all dividend-equivalent rights on outstanding awards to our non-employee directors are paid in Shares.

The burn rate means that we used an annual average of 0.39% of the weighted average number of shares of Common Stock outstanding for awards granted over the past three years under the 2010 Plan.

The Board of Directors believes that the Company’s executive compensation program, and particularly the granting of equity awards, allows us to align the interests of directors of the Company and officers and other employees of the Company and its subsidiaries who are selected to receive awards with those of our stockholders. The 2020 Plan is designed to enable us to formulate and implement a compensation program that will attract, motivate and retain these individuals who we expect will contribute to our financial success. The Board of Directors believes that awards granted pursuant to the 2020 Plan are a vital component of our compensation program and, accordingly, that it is important that an appropriate number of Shares be authorized for issuance under the 2020 Plan.

Description of the 2020 Plan

The following is a brief description of the material features of the 2020 Plan. This description is qualified in its entirety by reference to the full text of the 2020 Plan, a copy of which is attached to this proxy statement as Appendix B.

Administration. The Compensation Committee (or another committee appointed by the Company’s Board of Directors and generally consisting of persons who are non-employee directors, as defined under Rule 16b-3 under the Securities Exchange Act of 1934 (“Exchange Act”) (the “Committee”)) will administer the 2020 Plan. The Committee will have the authority to select award recipients, determine the type, size and other terms and conditions of awards, and make all other decisions and determinations as may be required under the terms of the 2020 Plan or as the Committee may deem necessary or advisable for the administration of the 2020 Plan. The Committee will be permitted to delegate to a sub-committee or to one or more officers of the Company all or any portion of its authority, to the extent consistent with applicable law, including Section 16 of the Exchange Act and the applicable NYSE rules. For grants to non-employee directors under the 2020 Plan, the Nominating & Governance Committee, which reviews and makes recommendations to the Board of Directors with respect to the compensation for non-employee directors, will continue to do so.

Eligibility. Officers and employees of the Company and its subsidiaries and non-employee directors of the Company are eligible to be selected as award recipients. The Company and its subsidiaries have approximately 4,500 employees (including all of the Company’s officers) and nine non-employee directors. As of December 29, 2019, approximately 400 current employees and nine current non-employee directors held outstanding awards under the 2010 Plan. Because our officers and non-employee directors are eligible to receive awards under the 2020 Plan, they may be deemed to have a personal interest in the approval of this Proposal 2.

Type of Awards. The Committee is authorized to grant awards payable in either Shares or cash, including stock options, stock appreciation rights (“SARs”), restricted stock, restricted stock units, performance stock, performance-based restricted stock units, performance-based cash awards, and dividend-equivalent rights. For purposes of the 2020 Plan, “Share-based Awards” are awards pursuant to which a participant receives, or has the opportunity to receive, Shares or cash, where the amount of cash is determined by reference to the value of a specific number of Shares, and “Cash-based Awards” are awards pursuant to which a participant receives, or has the opportunity to receive, cash, other than an award pursuant to which the amount of cash is determined by reference to the value of a specific number of Shares. Awards under the 2020 Plan may be granted alone or in combination with any other award granted under the 2020 Plan.

Terms and Conditions of Awards. The Committee will determine the size of each award to be granted (including, where applicable, the number of Shares to which an award will relate), and all other terms and conditions of each award (including any exercise price, grant price, or purchase price, any restrictions or conditions relating to transferability, forfeiture, exercisability, or settlement of an award, and any schedule or performance conditions for the lapse of such restrictions or conditions, and accelerations or modifications of such restrictions or conditions, any expiration date, any restrictive covenant obligations and any clawback or recoupment provisions). However, awards granted under the 2020 Plan shall be subject to the following conditions:

awards granted as stock options or SARs may not have an exercise price or base price, as applicable, that is less than 100% of the fair market value of the Shares on the date of grant;

no dividend-equivalent rights may be granted with respect to stock options or SARs;

dividend and dividend-equivalent rights will not be paid with respect to unvested Share-based Awards, and any amounts accruing on such awards will only be paid to the extent the awards become vested;

awards granted under the 2020 Plan will include vesting schedules under which no portion of the award may vest in less than one year from the date of grant; provided that, (i) awards granted to non-employee directors will be deemed to satisfy this minimum vesting requirement if they are granted on the date of our annual meeting of stockholders and vest on the date of our next annual meeting of stockholders following the date of grant and (ii) subject to adjustment, up to 5% of the Shares reserved for issuance under the 2020 Plan as of the Effective Date may be granted under awards that are not subject to this minimum vesting requirement;

the Committee has the authority to accelerate vesting in connection with a participant’s death, disability, retirement or other termination of employment, in the event of a change in control or certain other corporate transactions or events pursuant to which awards may be adjusted under the adjustment provisions of the 2020 Plan (as described below), or in other circumstances as the Committee deems appropriate.

The types of awards that may be granted under the 2020 Plan include the following:

Stock Options and Stock Appreciation Rights. A stock option is a right to purchase a specified number of Shares at an exercise price established at the date of grant. Stock options granted under the 2020 Plan, if any, will be non-qualified stock options. The exercise price of any stock option may not be less than the fair market value of a Share on the date of grant. A SAR entitles the recipient to receive, upon exercise of the SAR, an amount of cash or number of Shares having a fair market value equal to the positive difference, if any, between the fair market value of one Share on the date of exercise and the base price of the SAR (which base price shall not be less than the fair market value of a Share on the date of grant). The Committee will specify at the time an option or SAR is granted, when, and in what proportions, an option or SAR becomes vested and exercisable.

Restricted Stock and Restricted Stock Units. An award of restricted stock is an issuance of Shares that is subject to certain restrictions established by the Committee and to forfeiture to the Company if the holder does not satisfy certain requirements (including, for example, continued employment with the Company for a specified period of time). Recipients of restricted stock have limited rights to the Shares until the restrictions are satisfied but may be entitled to vote the Shares and to exercise other stockholder rights. Thus, upon grant, the Shares may be included in the Company’s total number of Shares outstanding. An award of restricted stock units entitles the recipient to receive Shares (or, if determined by the Committee, a cash payment equal in value to Shares) at a later date once the holder has satisfied certain requirements. At that time, for restricted stock units payable in Shares, the Shares will be delivered and the recipient will be entitled to all stockholder rights. Thus, upon grant, the Shares covered by the restricted stock units are not considered issued and are not included in the Company’s total number of Shares outstanding until all conditions have been satisfied.

Performance-Based Awards. The Committee may grant performance-based awards, the grant, exercise, and/or settlement of which will be based upon the achievement of performance goals. Performance-based awards may be paid in cash, Shares or other awards. The performance goals may consist of one or more business criteria and a targeted level or levels of performance with respect to each such criteria, as specified by the Committee. The Committee will set the performance goals applicable to the performance-based awards, determine the extent to which such performance goals are achieved, and determine the amount, if any, that is payable pursuant to each performance-based award. The Committee, in its sole discretion, may, after performance-based awards have been granted, make adjustments to the performance goals applicable to performance-based awards, the amounts payable in respect of the applicable performance goals, and performance results (including, but not limited to, adjustment of performance results to take into account transactions or other events occurring during the applicable performance period or changes in accounting principles or applicable law), to the extent consistent with the terms of the applicable award agreement. In establishing performance goals for performance-based awards, the Committee may use various business criteria, which may include, but is not limited to: earnings per share, adjusted earnings per share or growth in earnings per share; revenues or revenue growth, including revenue growth compared to expense growth; cash flow, free cash flow, operating cash flow, or operating cash flow margin; return on investment, return on assets, return on net assets, return on capital, return on stockholder's equity, return on invested capital, or return on sales; profitability; economic value added (as measured by the amount by which a business unit’s earnings exceed the cost of the equity and debt capital used by the business unit during the relevant performance period); operating margins, operating cash flow margins or profit margins; income or earnings before or after taxes, earnings before or after taxes, interest, depreciation and amortization; operating profit; adjusted operating profit; operating earnings; pretax operating earnings, before or after interest expense and before or after incentives; net income (before or after taxes),

adjusted net income, or net sales; total stockholder return, stockholder’s equity, or stock price; book value per share; cost, expense management, operating expenses, or operating expenses as a percentage of revenue; improvements in capital structure; working capital; and market share. Performance goals may be set based on consolidated Company performance and/or for specified subsidiaries, affiliates, divisions, or other business units, and may include comparison to performance of a published or special index or a group of companies selected by the Committee.

Aggregate Limitation on Awards. Subject to adjustments as described in the 2020 Plan, the aggregate number of Shares that may be issued under the 2020 Plan shall not exceed 15,000,000, plus Shares subject to outstanding awards under the 2010 Plan that are paid in cash, cancelled, forfeited, lapse, or are otherwise terminated without an issuance of Shares being made after the Effective Date and Shares tendered or withheld by the Company after the Effective Date in satisfaction of the exercise price of a stock option or the tax withholding requirements of any award granted under the 2010 Plan. If and to the extent that awards granted under the 2020 Plan are paid in cash or are cancelled, forfeited, lapse or are otherwise terminated without an issuance of Shares, the Shares reserved for such awards will again be available for grants under the 2020 Plan. If the exercise price of an option to purchase Shares granted under the 2020 Plan, or the tax withholding requirements with respect to any award, is satisfied by tendering Shares to the Company (by either actual delivery or by attestation) or withholding Shares otherwise to be delivered pursuant to an award, or if a SAR is exercised, only the number of Shares issued, net of the Shares tendered or withheld, if any, will be deemed issued for purposes of the 2020 Plan. If Shares are repurchased on the open market with the proceeds of the exercise price of stock options, such Shares may not again be available for issuance under the 2020 Plan.

Shares delivered under the 2020 Plan may be newly issued Shares, reacquired Shares, including Shares acquired on the market, or treasury shares. In the event of our acquisition of any company, outstanding equity grants with respect to stock of the acquired company may be assumed or replaced with awards under the 2020 Plan. Outstanding awards that are assumed or replaced by awards under the 2020 Plan in connection with an acquisition, referred to as “Substitute Awards,” will not reduce the Shares reserved for issuance under the 2020 Plan, consistent with applicable stock exchange requirements. The terms of any Substitute Award will be determined by the Committee and may include terms, including exercise prices or base prices, that are different from those otherwise described in the 2020 Plan. If the Company assumes a stockholder-approved equity plan from an acquired company, any shares of common stock available under the assumed plan (after appropriate adjustments, as required to reflect the transaction) may be issued pursuant to awards under the 2020 Plan and will not reduce the Shares reserved for issuance under the 2020 Plan.

Per Participant Limitations. The following limitations are set forth in the 2020 Plan:

In any calendar year, no participant may be granted any Share-based Awards (including stock options and SARs) for more than 1,000,000 Shares in the aggregate.

In any calendar year, no participant may be granted Cash-based Awards that are intended to be performance-based awards, with respect to which performance will be measured over a period that cannot exceed one year, that can be settled for more than $6,000,000 in the aggregate.

In any calendar year, no participant may be granted Cash-based Awards that are intended to be performance-based awards, with respect to which performance will be measured over a period that may exceed one year, that can be settled for more than $6,000,000 in the aggregate.

The maximum grant date value of Shares and cash subject to awards granted to any non-employee director during any one calendar year, taken together with any cash fees payable to such non-employee director for services rendered during the calendar year, will not exceed $600,000 in total value.

The foregoing limits do not apply to dividends or dividend-equivalent rights that accrue or are paid with respect to awards.

Adjustments. In the event of a stock dividend, spinoff, recapitalization, or stock split; combination or exchange of Shares; merger, reorganization, or consolidation; classification or change in par value; or other extraordinary or unusual event affecting the Company’s outstanding capital stock without the Company’s receipt of consideration, or if the value of outstanding Shares is substantially reduced as a result of a spinoff or the Company’s payment of an extraordinary dividend or distribution, the Committee shall equitably adjust the maximum number of Shares available for issuance under the 2020 Plan, the maximum number of Shares for which any individual may receive awards in any year, the kind and number of Shares covered by outstanding awards, the kind and number of Shares issued and to be issued under the 2020 Plan, the price per Share or applicable market value of such awards, and the

exercise price, grant price or purchase price relating to any award. The Committee is also authorized to adjust performance conditions and other terms of awards in response to these kinds of events or to changes in applicable laws, regulations, or accounting principles.

Effect of Change in Control. Unless otherwise provided pursuant to the terms of an award, if a change in control occurs in which the Company is not the surviving corporation (or the Company survives only as a subsidiary of another corporation), (i) all outstanding awards that are not exercised or paid at the time of the change in control will be assumed by, or replaced with awards that have comparable terms and value by, the surviving corporation (or a parent or subsidiary of the surviving corporation), and (ii) any performance-based awards will be deemed earned at the greater of target level and the actual performance level as of the date of the change in control with respect to all open performance periods, and will continue to be subject to time-based vesting following the change in control.

Unless the Committee determines otherwise or otherwise provided pursuant to the terms of an award, if an award is assumed by, or replaced with awards that have comparable terms by, the surviving corporation (or a parent or subsidiary of the surviving corporation) and a participant’s employment is terminated by us or, if applicable, the surviving corporation (or a parent or subsidiary of the surviving corporation) without cause (other than on account of disability) or by the participant for good reason, in either case, upon or within 12 months following the change in control, the participant’s outstanding awards will become fully vested as of the date of termination.

In addition, in the event of a change in control, the Committee, in its discretion, may take any of the following actions with respect to any or all outstanding awards, without the consent of any participant: (i) determine that participants will receive a payment in settlement of outstanding awards (other than stock options and SARs) in such amount and form as may be determined by the Committee; (ii) require that participants surrender their outstanding stock options and SARs in exchange for a payment, in cash or Shares as determined by the Committee, equal to the amount (if any) by which the fair market value of the Shares subject to the unexercised stock option and SAR exceed the stock option exercise price or base price; (iii) after giving participants an opportunity to exercise all of their outstanding stock options and SARs, the Committee may terminate any or all unexercised stock options and SARs at such time as the Committee deems appropriate, and (iv) modify the terms of awards to add events, conditions or circumstances upon which vesting of such awards or lapse of restrictions thereon will accelerate. Any such surrender, termination or payment will take place as of the date of the change in control or such other date as the Committee may specify. If the per Share fair market value of a Share does not exceed the per Share exercise price or base price, as applicable of a stock option or SAR, we will not be required to make any payment to the participant upon surrender of the stock option or SAR.

Under the 2020 Plan, “change in control” means:

A “person” or “group” within the meaning of Section 13(d) of the Exchange Act (other than any descendant, or any spouse thereof, of Iphigene Ochs Sulzberger or any beneficiary or trustee, as the same may change from time to time, of a trust over 50% of the individual beneficiaries of which are descendants, or any spouses thereof, of Iphigene Ochs Sulzberger) will have obtained the right or ability by voting power, contract or otherwise to elect or designate for election at least a majority of the Board of Directors; or

Consummation of any share exchange, consolidation or merger of the Company pursuant to which our Common Stock will be converted into cash, securities or other property or any sale, lease or other transfer in one transaction or a series of transactions of the consolidated assets of the Company and our subsidiaries substantially as an entirety to any “person” or “group” within the meaning of Section 13(d) of the Exchange Act, other than one of our subsidiaries; provided, however, that any such share exchange, consolidation, or merger will not be a change in control if the holders of our Common Stock immediately prior to such transaction collectively own, directly or indirectly, more than 50% of all classes of common equity of the continuing or surviving corporation or transferee or the parent thereof immediately after such transaction, in substantially the same proportion as such ownership immediately prior to such share exchange, consolidation, or merger.

Restrictions on Repricing. Without obtaining stockholder approval, we may not (i) amend the terms of outstanding stock options or SARs to reduce the exercise price of such outstanding stock options or base price of such SARs, (ii) cancel outstanding stock options or SARs in exchange for stock options or SARs with an exercise price or base price, as applicable, that is less than the exercise price or base price of the original stock options or SARs or (iii) cancel outstanding stock options or SARs with an exercise price or base price, as applicable, above the current Share

price in exchange for cash or other securities. However, such stockholder approval is not required in connection with a corporate transaction involving the Company or other actions with respect to our securities, such as a stock split, extraordinary cash dividend, recapitalization, change in control, reorganization, merger, consolidation, split-up, spin-off, combination, repurchase or exchange of shares.

Transferability. Awards granted under the 2020 Plan are generally not transferable by a participant except to a beneficiary in the event of the participant’s death, and, if exercisable, will be exercisable during a participant’s lifetime only by the participant or the participant’s guardian or legal representative. However, the Committee may permit awards to be transferred during a participant’s lifetime to one or more of the following: (i) a participant’s spouse, children, or grandchildren, parents, grandparents, or siblings; (ii) a trust for the benefit of one or more of the participant or the persons referred to in clause (i); (iii) to a partnership, limited liability company, or corporation in which the participant or the persons referred to in clause (i) are the only partners, members or stockholders; or (iv) for charitable donations to a charitable organization. Any transferee will be bound by and subject to all the terms and conditions of the 2020 Plan and the award agreement.

Clawback Policy. All awards made under the 2020 Plan will be subject to the applicable provisions of the Company’s clawback or recoupment policies, share trading policies, share holding and other policies that may be implemented and approved by the Board of Directors, as such policies may be in effect from time to time.

Amendment; Termination. The Board of Directors may amend, suspend, discontinue, or terminate the 2020 Plan, any provision of the 2020 Plan, any award granted under the 2020 Plan, or the Committee’s authority to grant awards under the 2020 Plan without stockholder approval, provided that any amendment to the 2020 Plan requiring stockholder approval pursuant to the Company’s Certificate of Incorporation or any applicable law, regulation or stock exchange rule will be subject to stockholder approval. No amendment, suspension, discontinuation or termination of the 2020 Plan or outstanding awards thereunder may materially impair the rights of a participant under any outstanding award without the participant’s consent. The Board of Directors may amend the 2020 Plan and awards in the event of changes in applicable law or regulations. Unless earlier terminated by the Board of Directors, the 2020 Plan will terminate on the day immediately preceding the tenth anniversary of the Effective Date. The Board of Directors or the Committee will also have the authority to establish separate sub-plans under the 2020 Plan with respect to participants resident in a particular jurisdiction (the terms of which will not be inconsistent with those of the 2020 Plan) if necessary or desirable to comply with the applicable laws of such jurisdiction.

U.S. Federal Income Tax Implications of the 2020 Plan

The U.S. federal income tax consequences arising with respect to awards granted under the 2020 Plan will depend on the type of award. From the recipients’ standpoint, as a general rule, ordinary income will be recognized at the time of payment of cash, or delivery of actual Shares. Future appreciation on Shares held beyond the ordinary income recognition event will be taxable at capital gains rates when the Shares are sold. The Company, as a general rule, will be entitled to a tax deduction that corresponds in time and amount to the ordinary income recognized by the recipient, and the Company will not be entitled to any tax deduction in respect of capital gain income recognized by the recipient.

Under current law, exceptions to these general rules may arise under the following circumstances: (i) if Shares, when delivered, are subject to a substantial risk of forfeiture by reason of failure to satisfy any employment or performance-related condition, ordinary income taxation and the Company’s tax deduction will be delayed until the risk of forfeiture lapses (unless the recipient makes a special election to ignore the risk of forfeiture); and (ii) an award may be taxable at 20 percentage points above ordinary income tax rates at the time it becomes vested, even if that is prior to the delivery of the cash or stock in settlement of the award, if the award constitutes “deferred compensation” under Section 409A of the Internal Revenue Code, and the requirements of Section 409A of the Internal Revenue Code are not satisfied.

In addition, Section 162(m) of the Internal Revenue Code imposes a $1 million limit on the amount a public company may deduct for compensation paid to a company’s chief executive officer, chief financial officer or any of the company’s three other most highly compensated executive officers (“covered employees”) or persons who were previously covered employees (for years after 2016). Historically, this limitation did not apply to compensation that met Internal Revenue Code requirements for “qualifying performance-based” compensation (i.e., compensation paid only if the individual’s performance meets pre-established objective goals based on performance criteria approved by stockholders, including stock options). The performance-based compensation exemption and an exemption for the chief financial officer from Section 162(m)’s deduction limit were repealed, among other changes, effective for taxable

years beginning after December 31, 2017. Compensation paid to our covered employees in excess of $1 million will not be deductible in future years, unless it qualifies for transition relief applicable to certain arrangements that were in effect as of November 2, 2017 and are not materially modified thereafter. As in prior years, while deductibility of executive compensation for federal income tax purposes is among the factors the Compensation Committee considers when structuring our executive compensation arrangements, it is not the sole or primary factor considered. We retain the flexibility to authorize compensation that may not be deductible if we believe it is in the best interests of the Company.

The foregoing provides only a general description of the application of current U.S. federal income tax laws to certain awards granted to U.S. taxpayers under the 2020 Plan. This discussion is intended for the information of stockholders considering how to vote at the Annual Meeting and not as tax guidance to participants in the 2020 Plan, as the tax consequences may vary with the types of awards made, the identity of the recipients and the method of payment or settlement. This summary does not address the effects of other federal taxes (including possible “golden parachute” excise taxes) or taxes imposed under state, local or foreign tax laws.

New Plan Benefits under the 2020 Plan

Future awards under the 2020 Plan generally will be granted at the discretion of the Committee. Therefore, the benefits and amounts that will be received or allocated under the 2020 Plan in the future are not currently determinable.

Equity Compensation Plan Information

The following table presents information regarding our existing equity compensation plans as of December 29, 2019.





	Number of Securities to be issued upon Exercise of Outstanding Options, Warrants and Rights		Weighted-Average Exercise Price of Outstanding Options, Warrants and Rights		Number of Securities Remaining Available for Future Issuance Under Equity Compensation Plans Excluding Securities Reflected in Column (a)
Plan category	(a)		(b)		(c)
Equity compensation plans approved by security holders
Stock-based awards	3,019,197	⁽¹⁾	$9.00	⁽²⁾	7,475,010	⁽³⁾
Total	3,019,197		—		7,475,010
Equity compensation plans not approved by security holders	None		None		None

(1) Includes (i) 969,128 Shares to be issued upon the exercise of outstanding stock options granted under the 1991 Incentive Plan, the 2010 Plan and the Directors’ Stock Plan, at a weighted-average exercise price of $9.00 per share, and with a weighted-average remaining term of 2 years; (ii) 547,548 shares of Class A stock issuable upon the vesting of outstanding stock-settled restricted stock units granted under the 2010 Plan; (iii) 131,867 Shares related to stock-settled restricted stock units granted under the 2010 Plan issuable to non-employee directors upon retirement from the Board; and (iv) 1,370,654, Shares that would be issuable at maximum performance pursuant to outstanding stock-settled performance awards under the 2010 Plan. Under the terms of the performance awards, Shares are to be issued at the end of three-year performance cycles based on the Company’s achievement against specified performance targets. The Shares included in the table with respect to performance awards represent the maximum number of Shares that would be issued under these awards; assuming target performance, the number of Shares that would be issued under the outstanding performance awards is 685,327.

(2) Excludes Shares issuable upon vesting of stock-settled restricted stock units and Shares issuable pursuant to stock-settled performance awards.

(3) Includes Shares available for future stock options to be granted under the 2010 Plan. As of December 29, 2019, the 2010 Plan had 7,475,010 Shares remaining available for issuance upon the grant, exercise or other settlement of stock-based awards. Stock options granted under the 2010 Plan must provide for an exercise price of 100% of the fair market value (as defined in the 2010 Plan) on the date of grant. The Directors’ Stock Plan terminated on April 30, 2014.

Recommendation and Vote Required

The Board of Directors recommends a vote FOR the following resolution, which will be presented at the Annual Meeting:

RESOLVED, that adoption of The New York Times Company 2020 Incentive Compensation Plan described in Proposal 2 in the Company’s 2020 Proxy Statement be, and the same hereby is, ratified, confirmed and approved.

The affirmative vote of the holders of a majority of the shares of Class A and Class B stock represented at the Annual Meeting, in person or by proxy, voting together as one class, is required for approval of this resolution. As a result, abstentions and broker non-votes will have the same effect as a vote against the proposal.

PROPOSAL NUMBER 3—ADVISORY VOTE TO APPROVE EXECUTIVE COMPENSATION

Public companies in the United States are required by Section 14A of the Exchange Act ~~as amended,~~ to provide stockholders a non-binding advisory vote to approve the compensation of the company’s named executive officers disclosed in the annual proxy statement (a “say-on-pay” vote). Under our Certificate of Incorporation, an advisory vote to approve compensation is not among the expressly enumerated items as to which the Class A stock has a vote. As a result, for the Company, the say-on-pay vote is reserved for a vote of the Class B stockholders. At the Company’s ~~2017~~2019 Annual Meeting, the Class B stockholders overwhelmingly supported the say-on-pay proposal. At the ~~2018~~2020 Annual Meeting, the Company is again providing Class B stockholders a ~~nonbinding~~non-binding advisory vote to approve the compensation of the Company’s named executive officers.

Say-on-Pay Vote

Executive compensation is an important matter for the Company. We structure compensation for our executive officers:

to drive performance through the achievement of short-term and long-term objectives;

to link our executives’ total compensation to the interests of our stockholders and to drive the creation of value for stockholders over the long term; and

to enable us to attract, retain and motivate the highest caliber of executives by offering competitive compensation and rewarding superior performance.

We believe our compensation program, as currently structured and as implemented for ~~2017,~~2019, is strongly aligned with the long-term interests of our stockholders. We urge you to read “Compensation of Executive Officers,” including the “Compensation Discussion and Analysis,” the compensation tables and the narrative discussion, beginning on page 3735 of this Proxy Statement, for details on our executive compensation.

Recommendation and Vote Required

The Board of Directors recommends that the Class B stockholders vote FOR the following resolution, which will be presented at the Annual Meeting:

RESOLVED, that the compensation paid to the Company’s named executive officers, as disclosed pursuant to Item 402 of Regulation S-K, including the “Compensation Discussion and Analysis,” compensation tables and narrative discussion, is hereby approved.

As an advisory vote, the result is non-binding on the Company and the Board of Directors. However, the Board of Directors and the Compensation Committee value the opinions of our stockholders and will consider the outcome of the vote when making future compensation decisions for our named executive officers.

The affirmative vote of a majority of the shares of Class B stock represented at the Annual Meeting, in person or by proxy, and entitled to vote on the proposal, is required pursuant to the Company’s By-laws for approval of this advisory proposal. Accordingly, broker non-votes will have no effect on this proposal and abstentions will have the same effect as votes against this proposal.

We expect that the next say-on-pay vote will occur at the Company’s ~~2019~~2021 Annual Meeting.

~~THE NEW YORK TIMES COMPANY - P. 66~~

PROPOSAL NUMBER 3—4—SELECTION OF AUDITORS

The Audit Committee has selected the firm of Ernst & Young LLP, an independent registered public accounting firm, as our auditors for the fiscal year ending December ~~30, 2018~~27, 2020, subject to ratification of such selection by the Class A and Class B stockholders voting together as one class.

Ernst & Young has informed us that the firm has no direct financial interest nor any material indirect financial interest in us or any of our affiliated companies. Ernst & Young has not had any connection during the past three years with us or any of our affiliated companies in the capacity of promoter, underwriter, voting trustee, director, officer or employee.

A representative of Ernst & Young will be present at the Annual Meeting and will be available to respond to appropriate questions from stockholders. The representative will also have the opportunity to make a statement if he or she decides to do so.

Audit Committee’s Pre-Approval Policies and Procedures

Our Audit Committee Charter requires the Audit Committee to pre-approve the rendering by our independent registered public accounting firm of all auditing services, internal control-related services and permitted non-audit services. The Chair of the Audit Committee may pre-approve the rendering of such services (other than internal control-related services) on behalf of the Committee, provided the matter is then presented to the full Committee at its next scheduled meeting.

Audit and Other Fees

The following table presents the aggregate fees incurred for audit and other services rendered by Ernst & Young during fiscal years ~~2017~~2019 and ~~2016,~~2018, all of which services were approved by the Audit Committee.


Service Type	Fiscal 2017		Fiscal 2016		Fiscal 2019		Fiscal 2018
Audit Fees	$	2,782,000	$	2,743,539	$	2,753,100	$	2,755,000
Audit-Related Fees	—		26,300		—		—
Tax Fees	176,000		111,800		195,200		52,000
All Other Fees	—		—		—		302,500
Total Fees Billed	$	2,958,000	$	2,881,639	$	2,948,300	$	3,109,500



Name and Principal Position	Fiscal Year	Salary ($)¹	Bonus ($)	Stock Awards ($)²	Option Awards ($)	Non-Equity Incentive Plan Compensation ($)³	Change in Pension Value and Nonqualified Deferred Compensation Earnings ($)⁴	All Other Compensation ($)⁵	Total ($)
(a)	(b)	(c)	(d)	(e)	(f)	(g)	(h)	(i)	(j)
Arthur Sulzberger, Jr., Chairman and Publisher, The New York Times⁶	2017	1,107,904	—	1,858,172	—	2,262,343	207,299	146,311	5,582,029
	2016	1,087,000	—	1,990,569	—	1,864,713	9,516	169,960	5,121,758
	2015	1,087,000	—	1,950,708	—	2,659,863	4,251	158,139	5,859,961
Mark Thompson, President and Chief Executive Officer	2017	1,019,231	—	1,858,172	—	2,142,500	6,828	135,708	5,162,439
	2016	1,000,000	—	1,990,569	—	1,775,000	4,093	158,508	4,928,170
	2015	1,000,000	—	4,950,716	—	2,556,000	1,237	147,308	8,655,261
James M. Follo, Executive Vice President and Chief Financial Officer⁷	2017	584,588	—	489,317	—	829,783	68,914	63,234	2,035,836
	2016	571,083	—	524,179	—	598,342	536,011	67,104	2,296,719
	2015	557,114	—	513,692	—	841,476	1,441	65,522	1,979,245
Meredith Kopit Levien, Executive Vice President and Chief Operating Officer⁸	2017	704,712	—	1,560,465	—	1,107,955	1,684	82,833	3,457,649
	2016	612,346	—	524,179	—	472,069	621	72,266	1,681,481
	2015	577,442	—	577,153	—	567,000	—	64,852	1,786,447
Diane Brayton, Executive Vice President, General Counsel and Secretary⁹	2017	431,731	—	185,810	—	360,241	20,466	39,808	1,038,056



Name and Principal Position	Fiscal Year	Salary ($)¹	Bonus ($)	Stock Awards ($)²	Option Awards ($)	Non-Equity Incentive Plan Compensation ($)³	Change in Pension Value and Nonqualified Deferred Compensation Earnings ($)⁴	All Other Compensation ($)⁵	Total ($)
(a)	(b)	(c)	(d)	(e)	(f)	(g)	(h)	(i)	(j)
Mark Thompson, President and Chief Executive Officer	2019	1,050,546	—	2,212,908	—	2,715,624	8,936	156,092	6,144,106
	2018	1,020,865	—	3,050,996	—	1,895,446	5,670	165,506	6,138,483
	2017	1,019,231	—	1,858,172	—	2,142,500	6,828	135,708	5,162,439
A.G. Sulzberger, Publisher, The New York Times⁶	2019	590,693		616,029		792,605	7,489	68,497	2,075,313
A.G. Sulzberger, Publisher, The New York Times⁶	2018	542,649	—	457,645	—	435,864	136	52,397	1,488,691
Roland Caputo, Executive Vice President and Chief Financial Officer⁷	2019	584,800		553,239		677,702	616,372	65,576	2,497,689
	2018	499,664	27,139	532,070	—	467,460	1,872	58,280	1,586,485
Meredith Kopit Levien, Executive Vice President and Chief Operating Officer	2019	787,909	—	737,634	—	1,455,085	3,255	128,010	3,111,893
	2018	765,649	—	1,016,976	—	1,162,519	1,688	122,147	3,068,979
	2017	704,712	—	1,560,465	—	1,107,955	1,684	82,833	3,457,649
Diane Brayton, Executive Vice President, General Counsel and Secretary	2019	562,417	—	339,313	—	632,369	43,264	64,068	1,641,431
	2018	487,677	—	406,802	—	428,992	760	53,684	1,377,915
	2017	431,731	—	185,810	—	360,241	20,466	39,808	1,038,056


Name	Perquisites^a		Contributions to Savings Plans^b		Life Insurance Premiums^c		Perquisites^a	Contributions to Savings Plans^b	Life Insurance Premiums^c
Arthur Sulzberger, Jr.	$	15,000	$	128,803	$	2,508
Mark Thompson	15,000		118,200		2,508		15,000	138,584	2,508
James M. Follo	—		61,794		1,440
A.G. Sulzberger							—	67,130	1,367
Roland Caputo							—	64,272	1,304
Meredith Kopit Levien	11,250		70,041		1,542		15,000	111,081	1,929
Diane Brayton	—		38,930		878		—	62,811	1,257



								All Other Stock Awards: Number of Shares of Stock or Units (#) (i)	Grant Date Fair Value of Stock and Option Awards ($) (l)⁵
		Estimated Future Payouts Under Non-Equity Incentive Plan Awards			Estimated Future Payouts Under Equity Incentive Plan Awards
Name (a)	Grant Date (b)	Threshold ($) (c)	Target ($) (d)	Maximum ($) (e)	Threshold (#) (f)	Target (#) (g)	Maximum (#) (h)
Arthur Sulzberger, Jr.⁶	2/16/17¹	0	1,087,000	2,174,000
	2/16/17²	450,000	900,000	1,800,000
	2/16/17³				37,640	97,584	195,168		1,858,172
Mark Thompson	2/16/17¹	0	1,000,000	2,000,000
	2/16/17²	450,000	900,000	1,800,000
	2/16/17³				37,640	97,584	195,168		1,858,172
James M. Follo⁶	2/16/17¹	0	401,491	802,982
	2/16/17²	118,500	237,000	474,000
	2/16/17³				9,912	25,697	51,394		489,317
Meredith Kopit Levien	2/16/17¹	0	612,571	1,225,142
	2/16/17²	118,500	237,000	474,000
	2/16/17³				9,912	25,697	51,394		489,317
	6/7/17²	17,952	35,904	71,808
	6/7/17³				1,188	3,081	6,162		71,148
	6/7/17⁴							56,736	1,000,000
Diane Brayton	2/16/17¹	0	233,750	467,500
	2/16/17²	45,000	90,000	180,000
	2/16/17³				3,764	9,758	19,516		185,810



								All Other Stock Awards: Number of Shares of Stock or Units (#) (i)	Grant Date Fair Value of Stock and Option Awards ($) (l)⁵
		Estimated Future Payouts Under Non-Equity Incentive Plan Awards			Estimated Future Payouts Under Equity Incentive Plan Awards
Name (a)	Grant Date (b)¹	Threshold ($) (c)	Target ($) (d)	Maximum ($) (e)	Threshold (#) (f)	Target (#) (g)	Maximum (#) (h)
Mark Thompson	2/21/19²	78,808	1,050,779	2,101,558
	2/21/19³	450,000	900,000	1,800,000
	12/31/18⁴				14,879	49,598	99,196
	2/21/19⁴				15,476	30,952	61,904
	Total				30,355	80,550	161,100		2,212,908
A.G. Sulzberger	2/21/19²	42,351	564,682	1,129,364
	2/21/19³	112,500	225,000	450,000
	12/31/18⁴				2,480	8,266	16,532
	2/21/19⁴				4,901	11,177	22,354
	Total				7,381	19,443	38,886		616,029
Roland Caputo	2/21/19²	30,733	409,774	819,548
	2/21/19³	112,500	225,000	450,000
	12/31/18⁴				3,720	12,400	24,800
	2/21/19⁴				3,869	7,738	15,476
	Total				7,589	20,138	40,276		553,239
Meredith Kopit Levien	2/21/19²	59,106	788,084	1,576,168
	2/21/19³	150,000	300,000	600,000
	12/31/18⁴				4,960	16,533	33,066
	2/21/19⁴				5,159	10,317	20,634
	Total				10,119	26,850	53,700		737,634
Diane Brayton	2/21/19²	29,557	394,090	788,180
	2/21/19³	69,000	138,000	276,000
	12/31/18⁴				2,282	7,605	15,210
	2/21/19⁴				2,373	4,746	9,492
	Total				4,655	12,351	24,702		339,313



	Class A Stock	Percent of Class A Stock		Class A Stock Units and SARs	Class B Stock	Percent of Class B Stock
Diane Brayton¹ Executive Vice President, General Counsel and Secretary	1,416	*		—	—
Raul E. Cesan² Director	69,959	*		86,559	—
Robert E. Denham² Director	44,959	*		36,522	—
James M. Follo¹ Executive Vice President and Chief Financial Officer	72,900	*		—	—
Rachel Glaser Director	—	*		—	—
Hays N. Golden^3,4 Director	6,506,787	4.0	%	—	738,810	91.9	%
Steven B. Green^3,4 Director	6,502,966	4.0	%	19,885	738,810	91.9	%
Joichi Ito² Director	17,179	*		16,092	—
James A. Kohlberg^2,5 Director	35,329	*		36,522	—
Meredith Kopit Levien¹ Executive Vice President and Chief Operating Officer	3,046	*		—	—
Brian P. McAndrews² Director	17,119	*		16,092	—
John W. Rogers, Jr.⁶ Nominee for Director	20,000	*		—	—
A.G. Sulzberger^3,4 Publisher of The New York Times and Director	6,478,572	4.0	%	—	738,810	90.9	%
Arthur Sulzberger, Jr.^3,4 Chairman of the Board	7,347,436	4.5	%	100,000	740,662	92.1	%
Mark Thompson¹ President and Chief Executive Officer and Director	668,319	*		—	—
Doreen A. Toben² Director	14,459	*		78,907	—
Rebecca Van Dyck² Director	13,959	*		—	—
All Directors and Executive Officers³ (17 Individuals)	8,537,832	5.2	%	390,579	740,662	92.1	%
*Indicates beneficial ownership of less than 1%.				Footnotes continue on following page.


1.	~~The Board has asked Robert E. Denham, who otherwise would be precluded by the Company’s Corporate Governance Principles from standing for re-election due to~~Hays N. Golden is A.G. Sulzberger’s cousin and his ~~age, to stand for re-election at the~~ ~~2018~~ ~~Annual Meeting.~~


2.	~~Hays Golden’s~~ father is a cousin of Arthur Sulzberger, Jr.


3.2.	~~Steven B. Green’s wife~~David Perpich is ~~Mr.~~A.G. Sulzberger’s cousin and Arthur Sulzberger, Jr.’s ~~sister and A.G. Sulzberger’s aunt.~~nephew.


4.3.	A.G. Sulzberger is ~~Mr.~~Arthur Sulzberger, Jr.’s son.



Name	Number of Securities Underlying Unexercised Options (#)	In-the-money Amount of Unexercised Options ($)^a
Raul E. Cesan	16,000	124,880
Robert E. Denham	16,000	124,880
James A. Kohlberg	16,000	124,880
Doreen A. Toben	8,000	30,840



Name	2017 Base Annual Salary($)	Target ($) (% of base salary)			Potential Maximum ($) (% of base salary)			Actual ($) (% of base salary)
Arthur Sulzberger, Jr.	1,087,000	1,087,000	100	%	2,174,000	200	%	1,497,343	138	%
Mark Thompson	1,000,000	1,000,000	100	%	2,000,000	200	%	1,377,500	138	%
James M. Follo	573,558	401,491	70	%	802,982	140	%	628,333	110	%
Meredith Kopit Levien¹	750,000	612,571	82	%	1,225,142	164	%	920,388	123	%
Diane Brayton	425,000	233,750	55	%	467,500	110	%	321,991	76	%


2.	The “Total Award $ Value” reflects the value of the Adjusted Operating Profit Shares and Relative TSR Shares at vesting (calculated using ~~$25.25,~~$38.39, the closing price on February ~~20, 2018)~~24, 2020).


1.	The fiscal year ended December 31, 2017, was a 53-week fiscal year, and the salary amounts for that year reflect an extra week of salary earned.


3.	The “Non-Equity Incentive Plan Compensation” column for ~~2017~~2019 reflects payments in connection with our annual incentive awards and the cash-settled portion of long-term performance awards as follows:


Name	Annual Incentive Awards (2017)		Long-Term Performance Cash Award (2015-2017 Cycle)		Annual Incentive Awards (2019)	Long-Term Performance Cash Award (2017-2019 Cycle)
Arthur Sulzberger, Jr.	$	1,497,343	$	765,000
Mark Thompson	1,377,500		765,000		1,347,624	1,368,000
James M. Follo	628,333		201,450
A.G. Sulzberger					724,205	68,400
Roland Caputo					540,902	136,800
Meredith Kopit Levien	920,388		187,567		1,040,271	414,814
Diane Brayton	321,991		38,250		495,569	136,800


5.	The table below shows the ~~2017~~2019 components of the “All Other Compensation” column, which include perquisites, Company contributions to the Company 401(k) Plan and the Company credit to each named executive officer’s account under the Restoration Plan (together with the Company 401(k) Plan, the “Savings Plans”) and life insurance premiums.


(a)	Amounts for ~~Messrs. Sulzberger, Jr. and~~Mr. Thompson and Ms. Kopit Levien consist of the incremental cost to the Company of financial planning services in ~~2017~~2019.


(b)	Amounts represent Company matching contributions (up to Internal Revenue Service limits) with respect to named executive officers’ deferrals to the Company 401(k) Plan, a discretionary profit-sharing contribution to the Company 401(k) Plan and our credits to the named executive officers’ accounts under the Restoration Plan. See “—Nonqualified Deferred Compensation—Restoration Plan.”


(c)	We pay premiums for basic life insurance for eligible employees, including our executive officers. Coverage is equal to an employee’s annual salary, with a minimum of $20,000 and a maximum of $1 million.


6.	Mr. Sulzberger ~~Jr. retired from his executive management position~~became Publisher effective ~~December 31, 2017. He continues to serve on the Company’s Board of Directors as Non-Executive Chairman.~~January 1, 2018.


8.	~~Ms. Kopit Levien became Executive Vice President and Chief Operating Officer effective June 7, 2017, having served as Executive Vice President and Chief Revenue Officer since April 17, 2015.~~


9.	~~Ms. Brayton became Executive Vice President, General Counsel and Secretary effective January 1, 2017.~~


4.	~~Ms. Kopit Levien received an award of restricted stock units on June 7, 2017, in connection with her promotion.~~



	Option Awards¹				Stock Awards
Name (a)	Number of Securities Underlying Unexercised Options Exercisable (#)(b)	Number of Securities Underlying Unexercised Options Unexercisable (#)(c)	Option Exercise Price ($) (e)	Option Expiration Date (f)	Number of Shares or Units of Stock That Have Not Vested² (#) (g)	Market Value of Shares or Units of Stock That Have Not Vested² ($) (h)	Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested³ (#)(i)	Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested⁴ ($)(j)
Arthur Sulzberger, Jr.	207,862		7.215	2/16/2022
	165,735		10.455	2/17/2021
	181,650		11.130	2/18/2020
	100,000		3.625	2/19/2019
	100,000		3.625	2/19/2019
							481,272	8,903,532
Mark Thompson	385,604		8.280	11/12/2022
					115,263	2,132,366
							677,994	12,542,889
James M. Follo	100,000		20.235	2/21/2018
					23,246	430,051
							126,734	2,344,579
Meredith Kopit Levien					56,736	1,049,616
							132,896	2,458,576
Diane Brayton					4,044	74,814
							33,820	625,670


1.	Stock options have a term of ten years from the date of grant.


2.	Market value at December ~~29, 2017~~27, 2019 ($~~18.50~~32.05 per share), the last trading day of our ~~2017~~2019 fiscal year. ~~The following table shows the~~Ms. Kopit Levien received a grant ~~and vesting dates~~ of ~~the restricted stock unit awards.~~



~~Name~~	~~Restricted Stock Units (#)~~	~~Grant Date~~	~~Vesting Date~~
~~Arthur Sulzberger, Jr.~~	—	—	—
~~Mark Thompson~~	~~4,316~~	~~2/20/2014~~	~~(a)~~
	~~110,947~~	~~12/17/2015~~	~~12/17/2018~~
~~James M. Follo~~^(b)	~~23,246~~	~~2/20/2014~~	~~(a)~~
~~Meredith Kopit Levien~~	~~56,736~~	~~6/7/2017~~	~~(a)~~
~~Diane Brayton~~	~~4,044~~	~~5/5/2016~~	~~5/5/2019~~


~~(a)~~	~~These~~ restricted stock units ~~vest~~on June 7, 2017, which vests ratably over five years from the ~~date of grant.~~


~~(b)~~	~~In connection with Mr. Follo’s retirement from the Company on February 28, 2018, 11,623 of these restricted stock units were canceled.~~grant date.


4.	Market value of the shares included in column (i) at December ~~29, 2017~~27, 2019 ($~~18.50~~32.05 per share), the last trading day of our ~~2017~~2019 fiscal year.


	Option Awards¹		Stock Awards²		Option Awards¹		Stock Awards²
Name (a)	Number of Shares Acquired on Exercise (#) (b)	Value Realized on Exercise ($) (c)	Number of Shares Acquired on Vesting (#) (d)	Value Realized on Vesting ($) (e)	Number of Shares Acquired on Exercise (#) (b)	Value Realized on Exercise ($) (c)	Number of Shares Acquired on Vesting (#) (d)	Value Realized on Vesting ($) (e)
Arthur Sulzberger, Jr.	240,000	3,336,168	146,458	3,698,065
Mark Thompson			155,414	3,836,435			177,251	6,790,790
James M. Follo	138,161	1,320,939	50,190	1,153,392
A.G. Sulzberger							11,066	410,119
Roland Caputo					11,580	239,466	21,442	797,869
Meredith Kopit Levien			36,138	912,485			62,983	2,357,551
Diane Brayton			7,323	184,906			21,553	808,129


Name (a)	Plan Name (b)	Number of Years Credited Service (#)¹ (c)	Present Value of Accumulated Benefit ($)² (d)	Payments During Last Fiscal Year ($) (e)	Plan Name (b)	Number of Years Credited Service (#)¹ (c)	Present Value of Accumulated Benefit ($)² (d)	Payments During Last Fiscal Year ($) (e)
Arthur Sulzberger, Jr.³	Pension Plan	31	1,194,860	0
	SERP I	31	11,534,283	0
James M. Follo⁴	Pension Plan	3	81,099	0
A.G. Sulzberger					Pension Plan	2	19,541	0
Roland Caputo					Pension Plan	24	1,123,660	0
	SERP I	3	582,831	0	SERP I	24	1,841,937	0
Diane Brayton	Pension Plan	6	116,912	0	Pension Plan	6	143,720	0
	SERP II	6	2,351	0	SERP II	6	2,922	0


1.	Because the Pension Plan, SERP I and SERP II were frozen effective December 31, 2009, years of credited service for purposes of calculating benefits for Mr. Caputo and Ms. Brayton are determined as of that date.


3.	Mr~~. Sulzberger, Jr. retired from his executive management position effective December 31, 2017. See~~ ~~“—Potential Payments Upon Termination or Change in Control.”~~