Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

(c) On May 9, 2023, the Board of Directors of The New York Times Company (the "Company") appointed William Bardeen as Executive Vice President and Chief Financial Officer, effective July 1, 2023. As Chief Financial Officer, Mr. Bardeen will serve as the Company's principal financial officer. Mr. Bardeen, 48, is currently the Company's Senior Vice President and Chief Strategy Officer, a position he has held since November 2018. He previously served as Senior Vice President, Strategy and Development from 2013 to 2018 and in various other roles with the Company since he joined in 2004. Mr. Bardeen will succeed Roland A. Caputo, who announced his planned retirement in December 2022. Mr. Caputo will remain with the Company through September 30, 2023, in the role of Special Advisor to the CEO to assist in the transition of responsibilities.

A copy of the Company's press release dated May 10, 2023, announcing Mr. Bardeen's appointment, is attached as Exhibit 99.1 to this Current Report on Form 8-K and incorporated by reference herein.

(e) In light of his increased duties and responsibilities as Executive Vice President and Chief Financial Officer, the Compensation Committee of the Company's Board of Directors (the "Committee") approved increases in Mr. Bardeen's compensation. The Committee set Mr. Bardeen's annual base salary at $450,000, effective July 1, 2023, and set his targeted 2023 annual incentive compensation at 100% of base salary and the total targeted value of his 2023-2025 long-term incentive compensation award at $1,000,000, in each case, prorated from July 1, 2023. The incremental 2023 annual incentive compensation and 2023-2025 long-term incentive compensation awarded to Mr. Bardeen are on the same terms as those granted to Company executives in February 2023, including Mr. Bardeen, as part of the Company's annual incentive grants. The 2023-2025 long-term incentive compensation consists of performance shares with a grant date fair market value equal to 80% of the total targeted value and restricted stock units with a grant date fair market value equal to 20% of the total targeted value.

Item 9.01 Financial Statements and Exhibits.



(d) Exhibits

Exhibit Number    Description

Exhibit 99.1        The New York Times Company Press Release, dated May 10, 2023

Exhibit 104       Cover Page Interactive Data File (embedded within the Inline XBRL
                  document)

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