News Corp directors: Half way out the door?

July 19, 2011: 2:22 PM ET

The media giant used to require board members to have a stake in the company's stock, but the requirement has since disappeared. And one board member has already shed his holdings.

By Eleanor Bloxham, contributor

FORTUNE -- As the Murdochs face questioning, concerns have arisen over what the News Corp board knew about the scandal and when it began to realize that these issues were serious.

Tom Perkins, a News Corp (NWS) director told the New York Times, "independent board members 'were stunned to discover the magnitude of the scandal over the last 10 days.'"

Although the magnitude stunned him in July, Perkins sold his shares in News Corp earlier this year after maintaining consistent holdings in the company's stock.

The News Corp 2008, 2009, and 2010 annual proxy filings showed that Perkins had consistent holdings in class A and class B stock: 6,000 shares of the company's class A stock and 21,750 shares of its class B stock.

But that changed this year -- he no longer holds those News Corp shares.

On February 8, Perkins sold half his class B shares and on May 19, he sold his remaining class A and class B shares, according to filings with the SEC.

Perhaps the board is so surprised about the scandal now, because as Perkins told the New York Times, there haven't been that many discussions about the hacking: "'The board did discuss this several times two or three years ago, maybe earlier,'" and "the board 'is fully supportive of the top management.'"

John Thornton, another News Corp board member, doesn't hold any shares in the company's stock and hasn't according to the last three annual proxies. Viet Dinh, another director, holds a relatively small number of shares.

Only time will tell whether support of the stock and support of the management go hand in hand. The company used to have "equity ownership requirements" for directors, according to the company's 2008 proxy. Those requirements were not included in the company's 2009 or 2010 proxy reports.

Keep your eyes on the SEC filings to see who will be buying or selling next.

Eleanor Bloxham is CEO of The Value Alliance and Corporate Governance Alliance (, a board advisory firm. 

Join the Conversation
About This Author
Eleanor Bloxham
Eleanor Bloxham
Contributor, Fortune

Eleanor Bloxham, an authority on governance and valuation, is CEO of The Value Alliance and Corporate Governance Alliance, an independent board and executive educational and advisory firm she founded in 1999. She is author of the books Value Led Organizations and Economic Value Management: Applications and Techniques, and publisher of the Corporate Governance Alliance Digest and her blog The Bloxham Voice.

Email Eleanor
Current Issue
  • Give the gift of Fortune
  • Get the Fortune app
  • Subscribe
Powered by VIP.