After Fox Corp agreed to settle defamation action brought by Dominion Voting Systems last April with an A$1.2 billion payout (US$787.5 million), you would think the company’s chief lawyer would disappear into the sunset without saying much or making too many demands.
Alas, when you’ve had a 20-year association with the Murdoch family and are godfather to Lachlan Murdoch’s son, as is the case with Viet Dinh, things tend to play out pretty well for you.
When Viet Dinh first joined the News Corp board as an independent director way back in 2004 at the age of 36, Rupert Murdoch was positively gushing with these words lodged with the ASX shortly before the move from Adelaide to Delaware:
“Viet Dinh has had a remarkable career that has earned him the respect and admiration of legal scholars, politicians and business leaders. Having arrived in America as a Vietnamese refugee at age 10, Viet’s academic brilliance and sheer hard work propelled him to the very top of his field. His work as a key adviser to the Bush administration in the war on terror has been invaluable to the security of the American people.”
The second Iraq war didn’t work out too well for the Americans, just as Dinh’s widely reported advice that Rupert Murdoch subject himself to a bruising and embarrassing deposition as opposed to speedily settling the Dominion case also proved fraught for Fox Corp shareholders.
So, why was he allowed to depart with a US$23 million payout of his contract, plus ongoing payments of US$2.5 million a year for the next two years?
Shouldn’t Fox Corp shareholders instead be clawing back some of the US$44 million that they paid him over the three years to June 30, 2023? Check out page 46 of last year’s Fox Corp proxy statement if you need proof of these staggering numbers. When when you add in the US$24.12 million (see page 42 of this proxy statement) he was paid in 2018-19 and the US$12.1 million in 2019-20, his total pay for less than six years work is going to top US$100 million.
Dinh’s LinkedIn profile claims that he is still in the Fox Corp head of legal and policy role today, even though he’s been wiped from the executive team on the Fox Corp website and replaced by Republican-connected Adam Ciongoli from Campbell Soup Company, effective December 1 last year.
The same LinkedIn profile also claims Dinh was on the board of 21st Century Fox for 14 years and nine months and this lengthy tenure included a stint as chair of the all-important nominating and corporate governance committee.
This is not strictly true because 21st Century Fox only came into being as a separate company in June 2013 when it was demerged out of News Corp after the UK phone hacking scandal.
It is quite rare and regarded as poor governance for an independent director to transition into an executive role and vice versa, as can be seen on these lists.
However, it is hard for the Murdochs to complain about Dinh’s payouts because he was one of the “independent” 21st Century Fox directors who agreed to more than US$100 million of exit and bonus payments to Murdoch men at the time of the $US71 billion 2018-19 Disney transaction, as can be seen on this list tracking 25 years of over-the-top Murdoch pay data.
Corporate pay is clearly pretty wild in America but there would be very few corporate lawyers who have been paid more by a public company than Dinh. When News Corp was listed in Australia up until 2004, the pay figures were all pretty constrained, but the male Murdochs have now taken around $1.84 billion in salary and bonus payments since 1998, whilst also dishing out much largesse to others in the executive ranks.
As evidence of this largesse, check out my new list tracking individuals who have the Murdochs to thank for a personal pile exceeding $20 million. With 40 names already on it, it’s clear that the Murdochs don’t show much restraint when it comes to paying their key executives.
However, this latest effort with Dinh is arguably the worst we’ve seen, because he wasn’t even the CEO, CFO or chief operating officer.
That said, there were reports last year that Dinh was effectively the CEO of Fox Corp given that Lachlan is a very hands-off executive chair, spending much of his time in Sydney and even devoting energy to bizarre side issues such as his failed defamation action against Private Media, publisher of Crikey.
Dinh pushed back against this “CEO in everything but name” thesis at the time as can be seen in this extract from an August 2023 Variety magazine piece:
“Dinh has long been perceived as having a role at Fox that is greater than his title. In January of 2021, then-New York Times media columnist Ben Smith called Dinh ‘a kind of regent who mostly runs the company day-to-day’. The FT subsequently reported that Dinh ‘is making decisions on behalf of Lachlan’. In a March interview that year with David Lat, writer of the Substack newsletter ‘Original Jurisdiction’, Dinh pushed back at the notion that he had undue control over Fox Corp affairs. ‘To ascribe any role to me other than my day job, which is overseeing legal, regulatory, and government affairs, is not only false, it would mean I have far more time than I actually do,’ Dinh said in the interview. ‘Lachlan hired me for what is very much a full-time job, which I can barely manage to do with 24 hours in the day.’
He’s now been abruptly exited from the executive suite with a payout that is simply breathtaking in the circumstances. It presumably helped being godfather to Lachlan’s son, a role which should have precluded Dinh from claiming to serve an an “independent director” of News Corp and 21st Century Fox for the following 12 years, let alone join the executive ranks of a slimmed-down Fox Corp in September 2018 on such a ridiculous salary package.
