THE NEW YORK TIMES COMPANY
2003 Compensation Charter: NVT
COMPENSATION COMMITTEE CHARTER
Purpose of the Committee
The Board of Directors of The New York Times Company (the "Company") has established the
Compensation Committee (the "Committee") to review, and, as appropriate, act on behalf of the
Board or make recommendations to the Board concerning, executive compensation and
employee benefits for the Company. The Committee is also responsible for producing an annual
report on executive compensation for inclusion in the Company's proxy statement.
The business of the Company is managed under the direction of the Board of Directors and the
various committees thereof, including the Committee. The basic responsibility of the Committee
is to exercise its business judgment in carrying out the responsibilities described in this Charter
in a manner the Committee members reasonably believe to be in the best interest of the Company
and its stockholders. The Committee is not expected to assume an active role in the day to day
operation or management of the Company.
The Committee shall consist of no fewer than three members. Each member of the Committee
shall meet the independence requirements of the New York Stock Exchange.
In consultation with the Nominating & Governance Committee, the Board shall appoint the
members of the Committee and designate one member to be its Chair. Committee members may
be replaced, and the Chair may be changed, from time to time by the Board.
The Committee shall meet regularly at such time and place as the Committee shall determine.
Representatives of management shall attend meetings as necessary. A quorum for the
transaction of business at any meeting of the Committee shall consist of two Committee
The Chair, in consultation with other Committee members, shall set the agenda for, and preside
at, meetings of the Committee.
The Secretary, the Assistant Secretary or another designated individual shall record and keep
minutes of all Committee meetings.
Committee Responsibility and Authority
The responsibility and authority of the Committee include the following:
1. In consultation with all other non-management members of the Board, the
Committee shall evaluate, in such manner as it deems appropriate, the performance of the
Company's Chairman, Chief Executive Officer ("CEO") and Vice Chairman, including
reviewing and approving corporate goals and objectives relating to the compensation of such
officers and evaluating their performance in light of such goals and objectives. Based on this
evaluation and in consultation with the other non-management members of the Board, the
Committee shall set the compensation for the Chairman, the CEO and the Vice Chairman.
2. The Committee shall oversee in such manner it deems appropriate the periodic
evaluation of the performance of management. In connection therewith, the Committee shall
consider and approve base salary, salary increases and other remuneration arrangements for
executive officers and senior management of the Company, including participation in any
incentive-compensation plans and equity-based plans for executive officers and senior
3. The Committee shall adopt and oversee the administration of incentivecompensation
plans and equity-based plans for all executive officers and senior management.
4. The Committee shall appoint an ERISA Management Committee (which shall
consist of employees or such other persons designated by the Committee) to oversee benefit
administration in connection with the Company's retirement and health benefit plans.
5. The Committee shall have the sole authority to retain and terminate a consulting
firm to assist in the evaluation of executive compensation.
6. The Committee may delegate authority to individual Committee members or such
subcommittees as the Committee deems appropriate and shall review the actions of all such
individuals or subcommittees as appropriate.
7. The Committee may retain and terminate independent legal, financial or other
advisors as it may deem necessary.
8. The Committee shall report to the Board regularly on its actions and deliberations.
9. The Committee shall exercise such other powers and authority as the Board shall,
from time to time, confer upon it.
In carrying out its responsibilities, the Committee's practices and policies should remain flexible,
in order for the Committee to respond to changing facts and circumstances.
The Committee shall conduct an annual evaluation of its performance and shall report the results
of such review to the Board. In connection with the annual review, the Committee shall also
recommend to the Board any modifications to this Charter that the Committee deems necessary
or appropriate. The format of the self-assessment shall be determined by the Committee.