Fox Discloses Big Pay Packages for Two Legal, Policy Chiefs

Fox Corp. gave nearly $36.5 million in total compensation to two key lawyers—longtime legal and policy chief Viet Dinh and his successor Adam Ciongoli—during fiscal 2024, according to a proxy statement filed late Thursday.

Ciongoli joined Fox in December 2023 following the departure of the New York-based media giant’s former top lawyer Viet Dinh. Ciongoli is a former US Supreme Court clerk with politically conservative credentials who most recently was general counsel and head of ESG efforts for the Campbell Soup Co.

Fox gave Ciongoli a pay package valued at almost $9.2 million, with the bulk of that sum comprised of $4.6 million in stock awards granted to “offset the value of awards forfeited from his prior employer,” per the proxy filing. In his position at Fox, Ciongoli oversees legal, compliance, and regulatory matters, in addition to directing its government affairs function.

Ciongoli also earned about $3.8 million in cash—including $2.8 million in non-equity incentive plan compensation—and $750,000 in option awards. His prorated $1 million base salary will going forward be roughly $1.8 million.

Dinh’s total haul from Fox amounted to more than $27.3 million, although $23 million from that sum was itemized as severance payments, according to the proxy. Fox initially disclosed that cash payment last year when it announced Dinh would step down. Dinh also received $1.5 million in salary and a $1.5 million bonus in 2024. He will remain a special adviser to Fox through June 2025.

The dueling legal chief paydays come amid the conclusion this week of a trial in Reno, Nevada, which could determine the heir to control of Rupert Murdoch’s media empire. Several prominent litigators, including former US Attorney General William Barr, have landed roles in that probate case, which is one of several key pieces of litigation that will figure into Fox’s future.

Another major matter on Fox’s docket is a $2.7 billion defamation lawsuit filed against it by voting technology company Smartmatic Corp. that is slated for trial next year. Newsmax Media Inc., a competitor to Fox News in the conservative television broadcast space, settled Thursday with Smartmatic to avoid a trial over claims related to its coverage of the 2020 US presidential election.

Kirkland & Ellis and Mintz & Gold are representing Fox in the Smartmatic saga, while Wachtell, Lipton, Rosen & Katz and Delaware’s Richards, Layton & Finger are advising the company in securities derivative litigation in Delaware.

Legal Leaders

Dinh receives an annual consulting fee of $2.5 million from Fox, which described his advisory duties as assisting on “all ongoing litigation” and being available to “devote the time and resources necessary” to assist the company’s legal and policy function, including a “smooth transition” of his former services.

For Dinh, a godfather to one of Fox executive chair and CEO Lachlan Murdoch’s children, the transition of his job comes in a new locale—a $25.4 million home in Los Angeles that he and his wife acquired in June after selling their former abode in the city for $40 million to the rapper Kendrick Lamar.

Dinh received $10.7 million from Fox in 2023, his last year as legal and policy leader. The end of that tenure was marred by a $787 million defamation settlement by Fox over its subsidiary Fox News’ coverage of the 2020 US election that Dinh criticized as a blow to First Amendment freedoms.

Fox News recently recruited former Gibson, Dunn & Crutcher partner Katherine Moran Meeks to be its new general counsel. She succeeded Bernard Gugar, who resigned from the network. Jeffrey Taylor, a former federal prosecutor who was general counsel for Fox itself, also recently left to become general counsel for Exxon Mobil Corp. Taylor was not replaced, with Ciongoli absorbing his duties.

The proxy filed Thursday by Fox states that last year its board retained Cleary Gottlieb Steen & Hamilton to counsel it on risk oversight governance and practice. A report submitted by the law firm this past February recommended no major changes, Fox said. Cleary has previously advised Fox and its management.

Fox’s board includes two lawyers, former media industry executive and Harvard Law School graduate Roland Hernandez and Quinn Emanuel Urquhart & Sullivan co-managing partner Bill Burck. Fox said that Quinn Emanuel doesn’t do any work for the company. Burck received almost $329,900 in total compensation. Hernandez earned almost $345,000 for his services to Fox.