DEF 14A of Graham Holdings Co
Filed Mar 26, 2025 · FY20240001193125-25-063218
PROPOSAL 1: ELECTION OF DIRECTORS
PROPOSAL 1: ELECTION OF DIRECTORS
NOMINEES FOR BOARD OF DIRECTORS
NOMINEES FOR BOARD OF DIRECTORS The Company seeks Directors of the highest personal and professional ethics, integrity and business acumen who are committed to representing the long-term interests of the Company’s shareholders. In considering its composition, the Board considers the skills and experience of prospective nominees in the context of the needs of the Board and seeks Directors who are “independent” under applicable law and listing standards, despite being exempt from such requirement as a “controlled company.” The Company’s Corporate Governance Guidelines do not prescribe specific standards regarding the diversity of the Board, but the Board considers as a matter of practice the diversity of prospective nominees (including incumbent Directors), both culturally and in terms of the range of perspectives that the Board as a whole brings to its work. The following nominees for Director have established records of accomplishment in areas relevant to the Company’s strategy and operations and share characteristics identified in the Company’s Corporate Governance Guidelines and Statement of Ethical Principles as essential to a well-functioning deliberative body: honesty, integrity, independence, competence, diligence and commitment to the interests of all shareholders to build long-term shareholder value. The Company is a diversified holding company whose operations include: education; television broadcasting; online, print and local TV news; manufacturing; home health and hospice care and other healthcare businesses; automotive dealerships; and other businesses including a consumer internet company that builds creator-driven brands in lifestyle and home and art design categories, restaurants, a custom framing service company, a marketing solutions provider, and a customer data and analytics software company. The Company serves customers in a rapidly evolving, highly regulated, competitive and technologically advanced environment. The Directors’ expertise and experience encompass the areas of education, media, technology, marketing, international business and finance, journalism, law, government and public policy. All of the Directors have held senior positions as leaders of government, complex organizations (both for-profit and non-profit), and law firms and gained expertise in core management skills, such as strategy and business development, innovation, line operations, brand management, finance, compensation and leadership development, inclusion strategies, and compliance and risk management. They have significant experience in corporate governance and oversight through their positions as senior executives and as Directors (or Trustees) of public companies and other institutions, and as partners in law firms, and many have served as members of audit, compensation and governance committees at such companies or institutions, as well as at the Company. These skills and experience are pertinent to the Company’s current and evolving business strategies, as well as to the Board’s oversight role, and enable the Company’s Directors to provide diverse perspectives about the complex issues facing the Company. The following biographies highlight specific qualifications, skills and experience of each of the Director nominees.
NOMINEES FOR ELECTION BY CLASS A SHAREHOLDERS
NOMINEES FOR ELECTION BY CLASS A SHAREHOLDERS
Thomas S. Gayner
Thomas S. Gayner Mr. Gayner, age 63, has served as Chief Executive Officer of Markel Corporation, a publicly traded financial holding company headquartered in Glen Allen, VA, since January 2023. He was co-CEO from 2016-2023. Prior to that, he served as President and Chief Investment Officer of Markel Corporation since May 2010. Mr. Gayner has served as a Director of the Company since January 2007. He is Chairman of the Audit Committee and a member of the Finance Committee. Since 1990, he served as a Director of Markel Corporation from 1998 to 2003 and since 2016. Previously, he was a certified public accountant at PricewaterhouseCoopers LLP and a Vice President of Davenport & Company of Virginia. Mr. Gayner serves on the Board of Directors of The Coca-Cola Company and the Davis Series Mutual Funds. He also serves as a member of the Investment Advisory Committee of the Virginia Retirement System. Mr. Gayner brings to the Board the leadership, management oversight and financial skills gained in his role as a senior manager and Director of Markel Corporation. Through his educational background and experience as a senior officer of an asset management firm, Mr. Gayner has significant experience in public company financial reporting, accounting and financial control matters, as well as experience in the analysis of strategic investment opportunities.
Donald E. Graham
Donald E. Graham Mr. Graham, age 79, is Chairman Emeritus of the Company. He served as Chairman of the Board from September 1993 until May 2023, and served as Chief Executive Officer from May 1991 until November 2015. Mr. Graham served as President of the Company between May 1991 and September 1993. He also was Publisher of The Washington Post newspaper for 21 years, a position he held between 1979 and 2000. Mr. Graham has been a Director of the Company since 1974 and is a member of the Finance and Executive Committees of the Board. Mr. Graham was a Director of Facebook, Inc. from December 2008 until June 2015. Mr. Graham is a Trustee of the Federal City Council. He also serves as a Director of the Gates Policy Initiative and of the D.C. College Access Program, where he stepped down as Chairman of the Board in January 2015, and he is a co-founder of TheDream.US. As a result of his substantial and long-standing shareholdings in the Company and his tenure in various executive roles at the Company, Mr. Graham provides a unique perspective to the Board about the strategic and operational opportunities and challenges, economic and industry trends, and competitive and financial positioning of the Company and its businesses. Mr. Graham is the father-in-law of Timothy J. O’Shaughnessy and an uncle of Katharine Weymouth, both of whom serve as members of the Board.
Jack Markell
Jack Markell Mr. Markell, age 64, served from 2023 to 2025 as U.S. Ambassador to the Italian Republic and the Republic of San Marino. From 2022 to 2023, he served as U.S. Ambassador to the Organization for Economic Cooperation and Development. From 2009 to 2017, he served as Governor of Delaware. Before he was elected Governor, Mr. Markell served 10 years as Delaware’s State Treasurer. Mr. Markell served as a Director of the Company from May 2017 through December 2021, and served on the Audit Committee from January 2019 through September 2021. He rejoined the Board as a Director in February 2025. Prior to his public service, Mr. Markell held several executive leadership roles in corporate development, investor relations, strategic management and consulting with First Chicago Corporation, McKinsey & Company, Comcast Corporation and Nextel. Mr. Markell previously served on the boards of Upstream USA, Symbiont.io, FS Credit Real Estate Income Trust, Scientific Games Corporation, Vemo Education, Generation USA and High Resolves and on the National Board of Directors of Jobs for America’s Graduates. He also served as a Trustee of the Annie E. Casey Foundation, Strada Education Network and Delaware State University.
Anne M. Mulcahy
Anne M. Mulcahy Mrs. Mulcahy, age 72, served as Chairman of the Board of Directors of Xerox Corporation from 2002 until 2010 and served as Chief Executive Officer from 2001 through June 2009. From May 2000 through July 2001, she was President and Chief Operating Officer of Xerox. Mrs. Mulcahy has served as a Director of the Company since January 2008. She is Chair of the Board and Chair of the Compensation Committee. She also serves on the Executive Committee. Mrs. Mulcahy began her Xerox career as a field sales representative and assumed positions with increasing responsibility in sales and senior management. She was Vice President for Human Resources before becoming Chief Staff Officer and later Corporate Senior Vice President. She is a Director of Johnson & Johnson, LPL Financial, and was previously a Director of Williams Sonoma. As a result of the various leadership roles in which she has served at Xerox Corporation, Mrs. Mulcahy has experience in the core management skills relevant to a global branded organization, including matters relating to strategic oversight and execution. Her experience in compensation, benefits, human resource strategy and management development provides an important perspective to the Board’s deliberations about those matters, particularly given the significant size of the Company’s workforce. As a Director of other public companies, Mrs. Mulcahy also has experience in governance matters affecting organizations of comparable size and scope as the Company.
Timothy J. O’Shaughnessy
Timothy J. O’Shaughnessy Mr. O’Shaughnessy, age 43, is President and Chief Executive Officer of Graham Holdings Company. He has served as a Director of the Company since November 2014 and is a member of the Finance and Executive Committees of the Board. Previously, he served as Chief Executive Officer of LivingSocial, which he co-founded in 2007. During his tenure, the e-commerce and marketing company grew sales to nearly $2 billion. Mr. O’Shaughnessy also worked at several media and technology companies, including AOL and Revolution Health. He is a graduate of Georgetown University and is an officer of the Federal City Council. He is married to Laura Graham O’Shaughnessy, a daughter of Donald E. Graham. G. Richard Wagoner, Jr. Mr. Wagoner, age 72, retired from General Motors Corporation (“GM”) in August 2009 after a 32-year career. He has served as a Director of the Company since June 2010 and is a member of the Audit Committee. Mr. Wagoner served as Chairman and Chief Executive Officer of GM from May 2003 through March 2009 and had been President and Chief Executive Officer since June 2000. Other positions he held at GM include Executive Vice President and President of North American Operations; Executive Vice President, Chief Financial Officer and Head of Worldwide Purchasing; and President and Managing Director of General Motors do Brasil. Mr. Wagoner is Chair of the Board of Invesco Ltd., and privately held Excelitas Technologies, and a director of ChargePoint Holdings, Inc. In addition, he advises finance firms, start-ups and early-stage ventures. Mr. Wagoner is a member of the Duke University Health Systems Board of Directors and chairs the Duke Kunshan University Global Advisory Board. He is a Trustee Emeritus of Duke University and a former Board Chair, and served on the Virginia Commonwealth University Board of Visitors. He is an honorary member of the Mayor of Shanghai, China’s International Business Leaders Advisory Council. Through his leadership roles at GM and other activities, Mr. Wagoner has significant experience in general management, global business, marketing and advertising, finance, technology, procurement and management development, as well as with public company financial reporting obligations and corporate governance matters affecting organizations of comparable size and scope as the Company.
Katharine Weymouth
Katharine Weymouth Ms. Weymouth, age 58, is a Partner at Blu Ventures, an early stage venture capital group based in the DC area with a focus on cyber and innovation platforms. Ms. Weymouth has been a Director of the Company since 2010 and currently serves on the Finance Committee and the Compensation Committee of the Board. Ms. Weymouth is a niece of the Chairman Emeritus of the Board. Ms. Weymouth served as Publisher and Chief Executive Officer of The Washington Post, the newspaper division of The Washington Post Company, from 2008 through the end of 2014. Prior to becoming Publisher and Chief Executive Officer, Ms. Weymouth worked in various roles in the Post’s advertising department, including serving as vice president of the advertising department. She began her career as an attorney. Ms. Weymouth serves on the Board of Directors of Republic Services, Xometry, Sequoia Mutual Fund and Cable One. She serves as a Trustee of the Philip L. Graham Fund, the DC Volunteer Lawyer Project and Meadow Reproductive Health and Wellness. She is also a Professorial Lecturer of Media and Public Affairs at George Washington University.
NOMINEES FOR ELECTION BY CLASS B SHAREHOLDERS
NOMINEES FOR ELECTION BY CLASS B SHAREHOLDERS
Tony Allen
Tony Allen Dr. Allen, age 54, has served as the 12th President of Delaware State University, a public historically black land-grant research university founded in 1891, since January 2020. Prior to becoming President, Dr. Allen served as Provost beginning in June of 2017. Dr. Allen led the Biden Presidential Inaugural Committee and served on the Advisory Board of the Biden Transition Team. Previously, Dr. Allen served as Managing Director, Corporate Reputation, at Bank of America from January 2006 until August 2017. He began his financial services career as an Executive Vice President at MBNA America. Dr. Allen is a former member of the Economic and Community Advisory Council for the Federal Reserve Bank of Philadelphia, the founding President of the Metropolitan Wilmington Urban League, Principal Advisor to the James H. Gilliam Fund for Social Justice & Equity, Co-Founder of Public Allies Delaware, and Chair Emeritus of the National Urban Fellows and was a member of President Biden’s Board of Advisors on Historically Black Colleges & Universities. Dr. Allen is the recipient of numerous awards, including the Whitney M. Young Award for Advancing Racial Equality, the Excellence in Education Award given by the Delaware Barristers Association, and Lifetime Achievement Awards from the National Urban Fellows and Public Allies. Dr. Allen became a Director in February 2021. Dr. Allen brings an understanding of the higher education landscape, corporate operations and communications expertise and deep knowledge of the financial services sector to his work on the Board.
Danielle Conley
Danielle Conley Ms. Conley, age 46, is a partner in the law firm of Latham & Watkins LLP, where she advises companies, educational institutions, and other large organizations on challenging regulatory, enforcement, and internal matters that involve substantial reputational risk. Ms. Conley has served as a Director of the Company since September 2022. From January 2021 to June 2022, Ms. Conley served as Deputy Counsel to the President of the United States in the Office of the White House Counsel, where she advised the President, Vice President and other senior White House officials on legal matters pertaining to a wide array of domestic policy issues. She also worked closely with senior officials at the Department of Justice and agency general counsels on policy, regulatory matters, and litigation related to the administration’s equity agenda. From April 2017 to January 2021, Ms. Conley was a partner in the Washington, D.C. office of an international law firm where she led the firm’s anti-discrimination practice and represented multinational corporations and educational institutions in sensitive internal and government investigations and litigation matters. Prior to that, Ms. Conley served as Associate Deputy Attorney General at the United States Department of Justice, where she was a key advisor on civil rights litigation and enforcement matters. Ms. Conley’s significant experience in U.S. policy, litigation and investigatory challenges facing companies of comparable size and scope as the Company is highly valuable to the Company’s businesses which operate in highly regulated industries. Her deep experience conducting sensitive internal investigations, leading internal reviews and risk assessments on issues pertaining to racial and gender equity and counseling on best practices for developing and implementing anti-harassment compliance programs and corporate diversity, equity, and inclusion initiatives, serves to strengthen the Board’s role in risk oversight and its focus on ESG.
Christopher C. Davis
Christopher C. Davis Mr. Davis, age 59, has been a Director of Graham Holdings Company since January 2006 and is a member of the Audit and Executive Committees of the Board and Chairman of the Finance Committee. Mr. Davis is Chairman of Davis Selected Advisers, L.P., an independent investment management firm founded in 1969. The firm oversees approximately $25 billion in assets as of December 31, 2023. The firm employs a research-driven, long-term approach to investing. Mr. Davis joined Davis Selected Advisers, L.P. in 1989 as a financial analyst and became a portfolio manager of the firm’s flagship funds, Davis New York Venture Fund and Selected American Shares, in 1995, succeeding his father, Shelby M. C. Davis. Both the Davis New York Venture Fund and Selected American Shares receive high marks for stewardship and long-term results. The firm’s employees and their families are among the largest individual investors in the funds they manage. Mr. Davis is also a Director and officer of a number of mutual funds advised by Davis Selected Advisers, L.P., as well as other entities controlled by Davis Selected Advisers, L.P., and a Director of The Coca-Cola Company, and Berkshire Hathaway, Inc. Mr. Davis is a Director of the Hudson Highland Land Trust, The Hudson Highland Fjord Trail and a Trustee of the American Museum of Natural History, the Shelby Cullom Davis Charitable Fund and the Christopher C. Davis Fund. Mr. Davis also served as an assistant to his grandfather, Shelby Cullom Davis, and as a Research Analyst at Tanaka Capital Management. He began his career as an accountant at State Street Bank and Trust Company. Mr. Davis brings financial and investment experience to the work of the Board, including particular experience in evaluating strategic opportunities, transactions and investments. Mr. Davis also has experience in public company financial reporting, accounting and compliance matters, as well as significant leadership and institutional organizational experience from his service on the boards of several non-profit organizations. THE BOARD RECOMMENDS A VOTE “FOR” THE ELECTION OF EACH OF THE NOMINATED DIRECTORS.
Director Compensation
Director Compensation During 2024, non-employee Directors received the following:
Director Compensation
| • | $180,000 in cash or a combination of cash and shares of the Company’s Class B common stock; and |
Director Compensation
| • | reimbursement of out-of-pocket expenses for the meetings attended. |
Director Compensation
Each non-employee Chair of a Committee of the Board received an additional $20,000 annual retainer for such service. Members of the Audit Committee received an additional $20,000 annual retainer for such service. Employee Directors received no compensation for serving on the Board. Under the Company’s Director Share Purchase Program, Directors are eligible to elect to receive up to 50% of their quarterly Director fees in the form of fully vested shares of the Company’s Class B common stock. The Company does not otherwise provide equity-based compensation to non-employee Directors. The total 2024 compensation of non-employee Directors is shown in the following table:
DIRECTOR COMPENSATION
DIRECTOR COMPENSATION
DIRECTOR COMPENSATION
| Name | Fees Earned or Paid in Cash or Stock ($)(1) | Change in Pension Value and non-qualified Deferred Compensation Earnings ($) | All Other Compensation ($) | Total ($) | | Tony Allen | 180,000 | — | — | 180,000 | | Danielle Conley | 180,000 | — | — | 180,000 | | Christopher C. Davis | 220,000 | — | — | 220,000 | | Thomas S. Gayner | 220,000 | — | — | 220,000 | | Anne M. Mulcahy | 200,000 | — | — | 200,000 | | G. Richard Wagoner, Jr. | 200,000 | — | 4,000(2) | 204,000 | | Katharine Weymouth | 180,000 | — | — | 180,000 |
DIRECTOR COMPENSATION
| (1) Under the Director Share Purchase Program, Directors may elect to receive a portion of the quarterly fees received for service as a Director in stock in lieu of cash. The number of shares of common stock awarded in 2024 to each of the Directors under the Director Share Purchase Program in respect of each calendar quarter are as follows (with grant date fair values, determined in accordance with FASB ASC Topic 718, of $697, $761, $695, and $807, respectively): Ms. Conley 32, 29, 32, and 27 shares; Mr. Davis, 39, 36, 39, and 34 shares; Ms. Mulcahy, 35, 32, 35, and 30 shares; and Mr. Wagoner 35, 32, 35 and 30 shares. |
DIRECTOR COMPENSATION
| (2) Charitable contribution made pursuant to the Company’s matching gift program. |
DIRECTOR COMPENSATION
The Company has a voluntary Deferred Compensation Plan for Directors of the Company that was closed to new participants and new deferrals for existing participants as of December 2015. This plan provided an opportunity for participants to elect to defer the receipt of either all or a portion of the fees received for service as a Director. Deferred amounts earn investment credits in accordance with participant elections from a choice of investment funds (based on the funds available under the Company’s 401(k) plan), none of which provides above-market interest. Deferred amounts are payable upon separation from service or such other future date as specified by the participant at the time of election.
Overview of Compensation Program
Overview of Compensation Program The Committee has responsibility for establishing and continually monitoring adherence to the Company’s compensation philosophy—a philosophy designed to attract, retain and motivate qualified, talented and diverse employees who are enthusiastic about the Company’s mission and culture. The Committee, which is composed entirely of independent Directors, is chaired by Anne M. Mulcahy and also includes Tony Allen and Katharine Weymouth, seeks to establish total compensation packages that are attractive to employees and based on performance goals established to increase value for shareholders by facilitating the long-term growth of the Company. The Committee considers both the Company’s short-term and long-term plans in determining compensation in order to motivate and reward management for achieving specific yearly goals and cumulative long-term goals, both of which are expected to enhance the long-term value of the Company. The Company has historically favored cash compensation over non-cash compensation, as the Committee believes that cash incentives provide more targeted rewards for specific performance. However, the Committee will select the method of compensation thought most likely to lead to achievement of the particular goal. The named executive officers receive an annual salary and participate in both performance-based annual bonus plans and cash-based Long-Term Incentive Plans (“LTIPs”) with durations of three years or more. In certain circumstances, named executive officers receive restricted stock and/or stock options, as determined by the Committee on an individual basis. Mr. Rosen also receives benefits pursuant to the Supplemental Executive Retirement Plan (the “SERP”), which was closed to new participants in December 2015.
Setting Executive Compensation
Setting Executive Compensation The Company adopts a holistic view on executive compensation. The Company compares its named executive officer salaries, annual bonuses and long-term incentives to those of companies in similar industries and with comparable revenues. While the Committee generally considers the compensation structures maintained by similarly situated companies, it does not target executive compensation at a certain level or percentage based upon other companies’ arrangements. At least once a year, the Committee evaluates the individual compensation of the Company’s senior executives (including the named executive officers). The Committee separately reviews the named executive officers’ compensation against market data provided by outside surveys or public information (such as the proxy filings of peer companies). The Committee defines its peer group as companies operating in the same industries (Conglomerates, Education and Media) with one-half to two times the Company’s prior fiscal year revenue. The Committee reviews the peer group on an annual basis, and for 2024 the peer group consisted of the following companies:
Elements of Compensation
| • | Short-term cash incentive compensation in the form of performance-based annual bonuses; |
Elements of Compensation
| • | Long-term cash incentive compensation, typically based on performance over three or more years; |
Elements of Compensation
| • | Long-term equity-based incentive compensation in the form of restricted stock, restricted stock units and/or stock options; and |
Annual Bonuses
Annual Bonuses The Company provides key employees, including named executive officers, with the opportunity to earn annual incentive compensation awards based on the Company’s and its business units’ financial performance compared to goals set immediately prior to or at the beginning of the year in which the award is to be earned. The payout upon the achievement of such goals is equal to a percentage of base salary, determined on an individual basis, taking into account the responsibilities, prior experience and recent performance of the relevant employee, and set at the beginning of the year. The 2024 target annual bonus award for each of the named executive officers, as a percentage of base salary, was as follows: Mr. O’Shaughnessy, 100%; Mr. Rosen, 100%; Mr. Cooney, 50%; Mr. Maas, 50%; and Ms. Maddrey, 40%. There were no changes in annual bonus targets from 2023 to 2024 for any of the named executive officers. In 2024, the total annual bonus formula for the named executive officers, except for Mr. Rosen, was based on a diluted earnings per share target for the Company because the Committee believed that such a goal would align the interests of shareholders and the named executive officers in growing the value of the Company. Potential payouts ranged from 0% to 200% of target, with a threshold achievement of 80% of the diluted earnings per share target necessary for any amounts to be paid (which would be paid at a threshold level of 50%), and the maximum potential payout available in the event 140% of the diluted earnings per share target is attained. The Committee believes that the targets are challenging, but achievable, as evidenced by the fact that payouts have been at or above target in two out of the past five years. The diluted earnings per share goal for 2024 was $61.88. In evaluating performance achievement, the actual results are subject to adjustment for certain items, to the extent that actual amounts for such items varied from those in the 2024 annual budget (whether to the detriment or the benefit of the Company). Specifically, these adjustments included deductions for a pension budget variance, unbudgeted net gains on marketable and other equity securities, and foreign exchange gains. These deductions were offset by unbudgeted goodwill and other long-lived asset impairment charges, losses on unbudgeted new acquisitions and investments, and a Kaplan stock compensation expense variance. In addition, the Committee exercised its discretion to exclude certain unusual and unbudgeted items, including additions for an unbudgeted interest expense related to the fair value adjustment of the mandatorily redeemable noncontrolling interest at Graham Healthcare Group; unbudgeted impairments, losses and gains from equity and cost method investments, net; and unbudgeted costs at Hoover, Dekko, Saatchi Art and Code3. The Committee adjusted for these items as they do not relate to the regular operating results that are customarily considered by the Committee in determining bonus amounts. Page 54 of the Company’s 2024 Annual Report on Form 10-K, filed with the SEC on February 26, 2025, detailed $29.04 in diluted earnings per share additions, which comprise most of these discretionary items. Taking into account these adjustments, the Company’s 2024 diluted earnings per share, as adjusted for purposes of the bonus determination, was $59.40 (compared to reported diluted earnings per share of $163.40), resulting in the Company’s achievement of 96% of its earnings per share goal for 2024. As a result, the annual bonus payout was approximately 90% of target, based on the established annual formula. For Mr. Rosen, 25% of his bonus was based on Mr. Rosen’s performance of his responsibilities relating to Graham Holdings Company, with a potential payout of 0% to 200% of target, on the terms described above with respect to the other named executive officers, with the remaining 75% tied to Kaplan’s performance. For the portion tied to Kaplan’s performance, 80% was based on Kaplan’s enterprise operating income target of $128.9 million and 20% was based on Kaplan’s enterprise revenue target of $1,592 million. The potential payouts for the Kaplan components of Mr. Rosen’s bonus amount ranged from 0% to 200% of target, with a threshold achievement of 65% for the enterprise operating income target, and 90% for the enterprise revenue target. The maximum potential payouts were available upon achievement of 161% of the enterprise operating income target and 113% of the enterprise revenue target. When aggregating the potential payouts for all components of Mr. Rosen’s annual bonus, the potential payouts ranged from 0% to 193% of target. In calculating Kaplan’s enterprise operating income, on this basis, Kaplan achieved adjusted enterprise operating income of $139.1 million (adjusted for unbudgeted foreign exchange and new pension plan impact) versus a target of $128.9 million, or 108% achievement, which resulted in a 104% payout of the portion of Mr. Rosen’s bonus attributable to Kaplan’s enterprise operating income. Kaplan enterprise revenue totaled $1,672 million (adjusted for unbudgeted foreign exchange impact) versus a target of $1,592 million, or 105% achievement, which resulted in a 115% payout of Mr. Rosen’s bonus attributable to Kaplan’s enterprise revenue.
Restricted Stock and Restricted Stock Units
Restricted Stock and Restricted Stock Units To align the interests of the Company’s shareholders and management and to ensure that the full potential of an executive’s compensation package cannot be realized unless stock appreciation occurs over a number of years, the Company has granted awards under two equity plans, the 2012 Incentive Compensation Plan in May 2012 (the “Legacy Plan”) and the 2022 Incentive Compensation Plan (the “2022 Plan”). In granting individual equity awards, the Committee considers the estimated value of shares held by the employee, the level of contribution the employee has previously made and the potential of the employee to bring additional value to the Company. For restricted stock, the shares generally cliff vest at the conclusion of a four-year vesting period and do not have provisions providing for accelerated vesting. The named executive officers, excluding Mr. O’Shaughnessy, generally receive grants of restricted stock every other year. Restricted stock grants were made in January 2021, vesting in January 2025, and January 2023, vesting in January 2027. In connection with Mr. Mass’ promotion to executive vice president in 2022, he received a restricted stock unit award subject to price-based vesting conditions, the first tranche of which vested in 2024.
Performance Units
Performance Units To promote the attainment of specific long-term financial goals, the Company grants cash-based performance units (“Performance Units”). Performance-based goals relating to individual business unit performance of the Company’s operating divisions are determined at the beginning of each four-year award cycle, and the Committee believes that such goals are challenging, but achievable. Each Performance Unit has a target value of $100 and a maximum potential payout of $200. The payment of a total award to any individual at the end of an award cycle may not exceed $5 million. For each cycle under a Performance Unit Plan, the Committee establishes a valuation formula within 90 days of the beginning of the cycle and no later than the completion of the first quarter of the cycle. At the end of the cycle, the unit value is calculated, based on application of the formula, and payments are made to named executive officers in the year following the cycle. The formula used to calculate the payouts is determined by (i) a weighted combination of factors that relate to individual business unit performance of the Company’s operating divisions and (ii) subject to the discretion of the Committee. A new four-year cycle commences every two years, with the result that there are always two overlapping cycles in progress. At the end of 2024, Mr. O’Shaughnessy held 12,000 units in each cycle, Mr. Cooney held 6,500 units in each cycle, Ms. Maddrey held 5,000 units in each cycle, Mr. Maas held 5,000 units in the 2021–2024 cycle and 6,500 units in the 2023–2026 cycle, and Mr. Rosen held no units in either cycle. 2021–2024 Cycle Payouts under the 2021–2024 cycle were based on seven performance criteria consisting of: (1) Kaplan’s cumulative operating income, excluding amortization of intangibles, Kaplan stock compensation and restructuring charges (up to 27.5% of the maximum payout); (2) the value of a Performance Unit under the Graham Media Group (“GMG”) valuation, as described below (up to 25% of the maximum payout); (3) cumulative operating income excluding amortization of intangibles for Hoover, Dekko, Joyce and Forney (up to 10% of the maximum payout); (4) cumulative operating income excluding amortization of intangibles for Graham Healthcare Group (including equity in earnings of affiliates) (up to 12.5% of the total maximum payout); (5) Framebridge’s cumulative gross profit (up to 10% of maximum payout); (6) cumulative operating income excluding amortization of intangibles for Graham Automotive (excluding certain entities), Clyde’s Restaurant Group, Code3, Decile, Slate, Foreign Policy, Pinna and CyberVista (up to 10% of the maximum payout); and (7) cumulative operating income of Leaf Group, excluding amortization of intangibles (up to 5% of the maximum payout). In February 2023, the Committee approved an amendment to the 2021–2024 cycle to update business unit cumulative operating income goals to reflect acquisitions completed in 2021 and 2022. The performance criteria related to GMG’s business for the 2021–2024 cycle was GMG’s cumulative cash flow margin ranking compared to the cash flow margins of selected peer companies at the end of the award cycle. Cash flow margin is computed based on operating income before corporate allocation and before charges for interest, depreciation and amortization. Furthermore, the payout value tied to GMG will be reduced by 50% if GMG does not produce operating income (excluding amortization of intangible assets and impairments of long-lived assets) in one of the four years during the award cycle and there will be no payout tied to GMG if GMG does not produce operating income for at least two years in the cycle. For the 2021-2024 cycle: (1) Kaplan achieved cumulative operating income of $444.2 million over the four-year period, adjusted to exclude amortization of intangibles, Kaplan stock compensation and restructuring charges, resulting in a payout of $26.91 per unit with respect to the portion of the performance attributable to Kaplan; (2) GMG’s cash flow ranked number one overall for the four-year period and, in each of the four years during the cycle, GMG’s cash flow was 2% higher than the nearest competitor among the peer companies, resulting in a payout of $50 per unit with respect to the portion of performance attributable to GMG; (3) the performance measure during the four-year period for Hoover, Dekko, Joyce and Forney was based on cumulative operating income of $170.7 million, excluding amortization of intangibles, resulting in a payout of $9.81 per unit with respect to the portion of performance attributable to these businesses; (4) the performance measure during the four-year period for Graham Healthcare Group was based on cumulative operating income of $213.2 million, excluding amortization of intangibles, resulting in a payout of $25 per unit with respect to the portion of performance attributable to Graham Healthcare Group; (5) Framebridge’s performance measure during the four-year period of cumulative gross profit of $120.8 million was not achieved, resulting in a payout of $0 per unit with respect to the portion of the performance attributable to Framebridge; (6) the performance measure during the four-year period for Graham Automotive (excluding certain entities), Clyde’s Restaurant Group, Code3, Decile, Slate, Foreign Policy, Pinna and CyberVista, was based on cumulative operating income of $81.5 million, excluding amortization of intangibles, resulting in a payout of $20 per unit with respect to the portion of performance attributable to these businesses; and (7) the performance measure during the four-year period for Leaf Group of cumulative operating income of $12.8 million, excluding amortization of intangibles was not achieved, resulting in a payout of $0 per unit with respect to the portion of performance attributable to Leaf Group. Performance Units for the 2021-2024 award cycle were valued at $132 per unit, based on achievement of the above-described performance measures. Performance Unit payouts for the named executive officers for the 2021-2024 cycle were made in March 2025 and are included in the Summary Compensation Table. 2023–2026 Cycle Awards under the 2023–2026 cycle are based on seven performance criteria: (1) Kaplan’s cumulative operating income excluding amortization of intangibles, pension service cost, Kaplan stock compensation and restructuring charges (up to 25% of the maximum payout); (2) the value of a Performance Unit under the GMG valuation, as described below (up to 20% of the maximum payout); (3) cumulative operating income excluding amortization of intangibles and pension service cost for Hoover, Dekko, Joyce, and Forney (up to 10% of the maximum payout); (4) cumulative operating income excluding amortization of intangibles and pension service cost for Graham Healthcare Group (including equity in earnings of affiliates) (up to 15% of the maximum payout); (5) cumulative operating income excluding amortization of intangibles for Graham Automotive (excluding certain entities) (up to 10% of the maximum payout); (6) cumulative gross profit for Framebridge (up to 10% of the total maximum payout); and (7) cumulative operating income excluding amortization of intangibles for the Leaf Group, Clyde’s Restaurant Group, Code3, Decile, Slate, Foreign Policy, and Pinna, excluding any significant pension plan changes, (up to 10% of the maximum payout). In February 2025 the Committee approved an amendment to the 2023-2026 Corporate Performance Unit Plan to include material acquisitions completed in the first half of the plan period, as well as an update to the manner in which GMG’s performance criteria is structured.
Performance Units
For the 2023–2026 award cycle, the performance criteria related to GMG for the first three years of the plan–2023, 2024, and 2025–are based on three performance indicators: (1) 50% based on achieving operating income excluding retirement cost and credits, deferred compensation, and retransmission revenue and expense; (2) 25% based on net/net digital revenue (exclusive of programmatic) and new business goals; and (3) 25% based on achieving targeted net revenue growth (exclusive of retransmission and political revenue/expense). For the last year of the plan, 2026, the performance criteria related to GMG will be based on four performance indicators: (1) 40% based on achieving operating income less retransmission revenue and network expense; (2) 20% based on achieving core revenue growth (defined by local and national less political and new business); (3) 20% based on achieving net/net digital revenue (exclusive of agency commission, programmatic, cost of goods sold, allowances, and bad debt); and (4) 20% based on achieving new net business goals (exclusive of agency commission, revenue share, allowances, and bad debt).
Kaplan Long-Term Incentive Plans
Kaplan Long-Term Incentive Plans Mr. Rosen participates in the Kaplan Milestone Plan and was awarded 20% of the award pool. The award pool is based on separate awards for enterprise achievement of operating income milestones of $110 million, $120 million, $130 million and $140 million in a single year, as adjusted for acquisitions and unexpected changes in capital expenditures, foreign exchange impact, and excluding restructuring costs, amortization of intangible assets and impairments of long-lived assets. Award achievement is cumulative and each target can only be achieved once. Service conditions in respect of 100% of the award will be satisfied when the respective operating income milestone is achieved in a year and payouts will occur the following March. In 2024, Kaplan achieved adjusted enterprise operating income of $133.8 million (adjusted for milestone exchange rates), which surpassed the second adjusted milestone of $120.6 million (adjusted for acquisitions and new pension plan) and the third adjusted milestone of $130.6 million (adjusted for acquisitions and new pension plan). This resulted in a payout of Mr. Rosen’s milestones award of $2.4 million.
Stock Options
Stock Options The Committee grants stock options only when a key employee has made a significant contribution to the Company and demonstrates the ability to make additional contributions. The options generally vest over six years and expire 10 years from the grant date. No stock options were granted to the Company’s named executive officers in 2024. The Company does not have a formal policy relating to the timing of equity grants, but in practice seeks to avoid granting awards proximate to the release of material nonpublic information.
Qualified Defined Contribution and Defined Benefit Plan
Qualified Defined Contribution and Defined Benefit Plan Most employees of the Company, including certain named executive officers, are eligible to participate in the Company’s qualified defined contribution 401(k) savings plan and a defined benefit retirement plan. Benefits under these plans are determined on the basis of base salary only, exclusive of all bonuses, deferred compensation and other forms of remuneration. Effective January 2024, the Company consolidated most employer contributions into the Company Contribution Plan (“CC Plan”, formerly known as the Cash Balance Retirement Program). Eligible employees who were actively employed on or after January 1, 2024, participate in the CC Plan. This is a non-contributory defined benefit program expressed in the form of a hypothetical account balance that grows through monthly Company contribution credits and interest credits. Employees are eligible to participate in the CC Plan immediately upon hire, and pension benefits accrued under the CC Plan vest after one year of service or upon reaching age 65 while actively employed. The CC Plan replaces employer contributions employees may have previously received through the 401(k) savings plan, the Cash Balance Retirement Program (“CBRP”), and the Secure Retirement Account (“SRA”) which closed on December 31, 2023. Eligible employees hired prior to September 1, 2009, will continue to participate in the “Graham Schedule” as described below while also receiving new benefits through the CC Plan. Prior to January 1, 2024, eligible employees hired or rehired by the Company on or after September 1, 2009, participated in the Cash Balance Retirement Program, now known as the CC Plan. Eligible employees who were actively employed on or after August 1, 2012, also participated in the SRA. The SRA was closed on December 31, 2023, and although employees no longer earn pay-based credits, they continue to earn monthly interest credits. Both the CC Plan and the SRA are non-contributory defined benefit programs with benefits expressed in the form of hypothetical account balances. The CC Plan grows through monthly company contribution credits and monthly interest credits. Eligible employees hired prior to September 1, 2009, including certain named executive officers who are vested and who begin to take their pension benefit at age 65 or whose age and years of service when added together equal 90 (the “Rule of 90”), receive an annual pension equal to 1.75% of their highest average 60-month base salary annualized up to the limits permitted by the Internal Revenue Code, minus Social Security-covered compensation multiplied by the appropriate Social Security offset percentage and early retirement factor, multiplied by the number of years of credited service under the Graham Holdings Retirement Benefits Schedule (“Graham Schedule”). Cash pension supplements are also provided to assist in the payment of retiree medical coverage. The annual cash pension supplement is equal to $200 multiplied by the number of years of credited service under the Graham Schedule. An additional temporary Pre-Age 65 pension supplement of $250 per month ($2,075 per month for those participants who have attained age 50 with five years of vesting service as of September 1, 2018) is provided to participants under the Graham Schedule who retire and commence benefit payment at or after age 55, but prior to age 65, and who had 10 years of vesting service at retirement. The temporary Pre-Age 65 supplement is discontinued when the retiree qualifies for Medicare (the month prior to the 65th birthday).
Non-Qualified Deferred Compensation Plan
Non-Qualified Deferred Compensation Plan The Company also maintains a Deferred Compensation Plan, which has been closed to new participants and new deferrals for existing participants since December 2015. Mr. Rosen participates in this plan. The Deferred Compensation Plan is an unfunded plan that allowed a select group of senior executives and non-employee Directors the opportunity to voluntarily defer, on a non-qualified basis, the receipt of certain compensation payments or fees. For employee participants, including certain named executive officers, eligible compensation for deferral was limited to annual bonuses and certain long-term cash awards (including Performance Unit grants).
Employment Agreements and Severance Packages
Employment Agreements and Severance Packages
Mr. Rosen’s Agreement
Mr. Rosen’s Agreement The Company entered into a letter agreement with Mr. Rosen in April 2014 in connection with his becoming Chairman of Kaplan and Executive Vice President of the Company. If Mr. Rosen is terminated by the Company without cause, he will receive a one-time lump-sum cash payment of $3,500,000, payable on the 65th day following termination of employment, and prorated vesting of outstanding restricted stock and stock options held at the time of termination, provided that he signs a separation and release agreement that becomes irrevocable no later than 60 days following the date of his termination. Under the terms of Mr. Rosen’s letter agreement, and as consideration for the benefits provided in the agreement, Mr. Rosen agreed to non-competition, non-solicitation of customers and employees and no-hire restrictions for a one-year period following termination, as well as to maintain the confidentiality of certain information related to the Company and its businesses at all times following termination.
SUMMARY COMPENSATION TABLE
SUMMARY COMPENSATION TABLE
SUMMARY COMPENSATION TABLE
| Name and Principal Position (a) | Year (b) | Salary ($) (c)(1) | Bonus ($) (d) | Stock Awards ($) (e)(2) | Option Awards ($) (f)(2) | Non- Equity Incentive Plan Compensation ($) (g)(3) | Change in Pension Value of Accumulated Benefits and Non-Qualified Deferred Compensation Earnings ($) (h)(4) | All Other Compen- sation ($) (i)(5) | Total ($) (j) | | Timothy J. O’Shaughnessy | 2024 | 1,200,000 | — | — | — | 2,663,760 | 51,487 | — | 3,915,247 | | President and Chief Executive Officer | 2023 | 900,000 | — | — | — | 843,574 | 34,382 | 3,300 | 1,781,256 | | | 2022 | 900,000 | — | — | — | 2,561,506 | 22,908 | 3,050 | 3,487,464 | | Wallace R. Cooney | 2024 | 725,000 | — | — | — | 1,184,178 | 199,627 | 9,054 | 2,117,859 | | Senior Vice President–Finance and Chief | 2023 | 675,000 | — | 375,156 | — | 316,340 | 171,097 | 11,986 | 1,549,579 | | Financial Officer | 2022 | 675,000 | — | — | — | 1,200,565 | — | 11,266 | 1,886,831 | | Andrew S. Rosen | 2024 | 2,000,000 | — | — | — | 4,438,786 | 475,042 | 7,245 | 6,921,073 | | Chairman–Kaplan Inc. and Executive | 2023 | 1,625,000 | — | 300,247 | — | 3,182,007 | 1,188,072 | 49,100 | 6,344,426 | | Vice President–Graham Holdings Co. | 2022 | 1,625,000 | — | — | — | 1,578,343 | — | 51,372 | 3,254,715 | | Jacob M. Maas | 2024 | 750,000 | — | | — | 997,425 | 46,406 | 9,054 | 1,802,885 | | Executive Vice President | 2023 | 700,000 | — | 375,156 | — | 328,056 | 32,847 | 11,986 | 1,448,045 | | | 2022 | 700,000 | — | 3,494,076 | — | 1,036,141 | 22,834 | 11,266 | 5,264,317 | | Nicole M. Maddrey | 2024 | 700,000 | — | — | — | 911,944 | 139,647 | 8,063 | 1,759,654 | | Senior Vice President, General Counsel | 2023 | 650,000 | — | 350,187 | — | 243,699 | 140,573 | 11,035 | 1,395,494 | | and Secretary | 2022 | 650,000 | — | — | — | 923,991 | — | 9,983 | 1,583,974 |
SUMMARY COMPENSATION TABLE
| 1. | Amounts in this column represent base salary earned for each of the named executive officers. |
SUMMARY COMPENSATION TABLE
| 2. | The amounts shown in these columns represent the grant date fair value of stock and option awards computed in accordance with FASB ASC Topic 718 and reflect the grant date fair value of stock and option awards made through the close of the 2024 fiscal year, rather than amounts paid to or realized by the named executive officers. In 2022, the Company granted a restricted stock unit award to Mr. Maas that is subject to price-based vesting conditions. The award provides Mr. Maas with the right to receive 1,000 shares of the Company’s Class B common stock each time the Company’s closing share price meets or exceeds a certain share price target for a 90 consecutive day period; the award period expires on December 31, 2027. Mr. Maas’ award vests as follows: 1,000 shares will vest if the Company’s closing share price meets or exceeds $700 per share for 90 consecutive calendar days; and an additional 1,000 shares will vest following each incremental increase of $100 per share (above $700) in the Company’s share price for 90 consecutive calendar days. Each target can only be achieved once through the award’s expiration date. The grant date fair value of the stock award was estimated using a Monte Carlo simulation and is recognized over the derived service period of each tranche. The first tranche of this award vested in 2024. There can be no assurance that the amounts calculated will be realized, and amounts realized could ultimately exceed the amounts calculated. See Note 14 of the Notes to the Consolidated Financial Statements contained in the Company’s Annual Report on Form 10-K, filed on February 26, 2025, for a discussion of the assumptions used in the valuation of the stock awards. The Company did not grant any option awards for the years reported. Additional information regarding these awards can be found under “Compensation Discussion and Analysis: Performance-Based Incentive Compensation – Restricted Stock and Restricted Stock Units.” |
SUMMARY COMPENSATION TABLE
| 3. | Amounts in this column for 2024 represent payments under the 2024 annual bonus plan and the 2021–2024 Performance Unit Plan, and in the case of Mr. Rosen, the amount in this column for 2024 represents payments under the 2024 annual bonus plan and Kaplan’s long-term incentive plan as follows: Mr. O’Shaughnessy, $1,079,760 in annual bonus, $1,584,000 in Performance Units; Mr. Cooney, $326,178 in annual bonus, $858,000 in Performance Units; Mr. Rosen, $2,038,786 in annual bonus, $2,400,000 in Kaplan’s long-term incentive plan; Mr. Maas, $337,425 in annual bonus, $660,000 in Performance Units; Ms. Maddrey, $251,944 in annual bonus, $660,000 in Performance Units. Amounts in this column for 2023 represent payments under the 2023 annual bonus plan. In the case of Mr. Rosen, the amount in this column for 2023 represents payments under the 2023 annual bonus plan and Kaplan’s long-term incentive plan as follows: $1,982,007 in annual bonus, $1,200,000 in Kaplan’s long-term incentive plan. Amounts in this column for 2022 represent payments under the 2022 annual bonus plan and the 2019–2022 Performance Unit Plan as follows: Mr. O’Shaughnessy, $1,121,506 in annual bonus, $1,440,000 in Performance Units; Mr. Cooney, $420,565 in annual bonus, $780,000 in Performance Units; Mr. Rosen, $1,578,343 in annual bonus; Mr. Maas, $436,141 in annual bonus, $600,000 in Performance Units; Ms. Maddrey, $323,991 in annual bonus, $600,000 in Performance Units. Additional information can be found in “Compensation Discussion and Analysis: Performance-Based Incentive Compensation – Annual Bonuses.” |
SUMMARY COMPENSATION TABLE
| 4. | There were no above-market or preferential earnings on compensation deferred on a non-tax-qualified basis, and therefore, no such earnings are reflected in the amounts shown in this column. Therefore, the amounts in this column solely represent changes in the value of accumulated pension benefits. For purposes of calculating such value and the resulting changes, benefits were assumed to commence at the age when benefits under the SERP are first unreduced, or the age when benefits under the Retirement Plan for Graham Holdings Company (the “Retirement Plan”) are first unreduced if the named executive officer does not have a SERP benefit, and were discounted to the date as of which they were determined (either December 31, 2024, December 31, 2023 or December 31, 2022). Assumed benefit commencement ages are shown below, rounded to the nearest age: |
SUMMARY COMPENSATION TABLE
| O’Shaughnessy: | age 65 | | Cooney: | age 64 (will be eligible for unreduced benefits under the Rule of 90*) | | Rosen: | age 64 (is currently eligible for unreduced benefits under the Rule of 90*) | | Maddrey: | age 65 | | Maas: | age 65 |
SUMMARY COMPENSATION TABLE
* Age plus service is greater than 90, with age at least 55
SUMMARY COMPENSATION TABLE
| Changes in the present value of benefits in 2024 are attributable to The Retirement Plan and the corresponding benefit under the SERP are as follows. Mr. O’Shaughnessy – $51,487 Retirement Plan; Mr. Cooney – $199,627 Retirement Plan; Mr. Maas – $46,406 Retirement Plan; Mr. Rosen – $55,304 Retirement Plan, $419,738 the SERP; and Ms. Maddrey – $139,647 Retirement Plan. The values of accumulated plan benefits were determined using a discount rate of 5.80% (5.60% for SERP) at December 31, 2024, 5.20% (5.10% for SERP) at December 31, 2023, and 5.50% at December 31, 2022, with PRI-2012 Fully Generational Mortality Table for males and females using Scale MP-2021 with a 90% white-collar and 10% blue-collar blend (100% white-collar for Nonqualified benefits) at December 31, 2024, December 31, 2023 and December 31, 2022. In addition, 50% of the benefit accumulated under the relevant qualified Schedules are valued as a lump-sum, and 50% valued as an annuity payable for life. It is also assumed that benefits under the Company Contribution Plan and Secure Retirement Account Schedules will be taken as a lump-sum with a 90% probability and an annuity with a 10% probability. At December 31, 2024, the annuity was converted into a lump-sum value using the 2025 PPA combined unisex mortality for single-sum payments and interest rates of 4.50% for payments in the first 5 years, 4.96% for payments in years 5 through 20 and 5.40% for years thereafter. At December 31, 2023, the annuity was converted into a lump-sum value using the 2024 PPA combined unisex mortality for single-sum payments and interest rates of 5.45% for payments in the first 5 years, 5.52% for payments in years 5 through 20 and 5.43% for years thereafter. At December 31, 2022, the annuity was converted into a lump-sum value using the 2023 PPA combined unisex mortality for single-sum payments and interest rates of 3.79% for payments in the first 5 years, 4.62% for payments in years 5 through 20 and 4.69% for years thereafter. |
SUMMARY COMPENSATION TABLE
| 5. | For 2024, the amounts shown include the information detailed in the following table: |
GRANTS OF PLAN-BASED AWARDS
GRANTS OF PLAN-BASED AWARDS
GRANTS OF PLAN-BASED AWARDS
| | | | Estimated Future Payouts Under Non-Equity Incentive Plan Awards | | | Estimated Future Payouts Under Equity Incentive Plan Awards | | | | | | | | | Name (a) | Grant Date (b) | Non-Equity Incentive Plan Awards: Number of Units or Other Rights (#) (c) | Threshold ($) (d) | Target ($) (e) | Max ($) (f) | Threshold ($) (g) | Target ($) (h) | Max ($) (i) | All Other Stock Awards: Number of Shares of Stock or Units (#) (j) | All Other Option Awards: Number of Securities Underlying Options (#) (k) | Exercise or Base Price of Option Awards ($/ share) (l) | Closing Price on Date of Grant for Option Awards if Different ($) (m) | Grant Date Fair Value of Stock and Option Awards (n) | | Timothy J. O’Shaughnessy | | | | | | | | | | | | | | | Annual Incentive(1) | — | — | 600,000 | 1,200,000 | 2,400,000 | — | — | — | — | — | — | — | — | | Wallace R. Cooney | | | | | | | | | | | | | | | Annual Incentive(1) | — | — | 181,250 | 362,500 | 725,000 | — | — | — | — | — | — | — | — | | Andrew S. Rosen | | | | | | | | | | | | | | | Annual Incentive(1) | — | — | 745,000 | 2,000,000 | 3,850,000 | — | — | — | — | — | — | — | — | | Jacob M. Maas | | | | | | | | | | | | | | | Annual Incentive(1) | — | — | 187,500 | 375,000 | 750,000 | — | — | — | — | — | — | — | — | | Nicole M. Maddrey | | | | | | | | | | | | | | | Annual Incentive(1) | — | — | 140,000 | 280,000 | 560,000 | — | — | — | — | — | — | — | — |
GRANTS OF PLAN-BASED AWARDS
| 1. | Amounts shown are the threshold, target and maximum payouts under the annual bonus plan. The amount in column (d) represents the minimum payment level, which is 50% of the target; in the case for Mr. Rosen, it is 37.3%. The amount shown in column (f) represents the maximum payout level, which is 200% of the target; in the case for Mr. Rosen, it is 192.5% of the target. In the event that the threshold performance level with respect to the performance goals set by the Committee (i.e., 80% of the target performance goal; in the case of Mr. Rosen, for the Kaplan component, 65% of enterprise operating income target performance goal, 90% of enterprise revenue target performance goal) is not attained, no amount would be paid. Additional information can be found in “Compensation Discussion and Analysis: Performance-Based Incentive Compensation—Annual Bonuses.” |
GRANTS OF PLAN-BASED AWARDS
The following table shows the number of shares covered by exercisable and unexercisable options and unvested restricted stock and restricted stock units held by the Company’s named executive officers on December 31, 2024.
OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END
OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END
OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END
| | Option Awards(1) | | | | | Stock Awards(2) | | | | | Name (a) | Number of Securities Underlying Unexercised Options: Exercisable (#) (b) | Number of Securities Underlying Unexercised Options: Unexercisable (#) (c) | Equity Incentive Plan Awards: Number of Securities Underlying Unexercised Unearned Options (#) (d) | Option Exercise Price ($) (e) | Option Expiration Date (f) | Number of Shares or Units of Stock That Have Not Vested (#) (g)(2) | Market Value of Shares or Units of Stock That Have Not Vested ($) (h)(3) | Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested (#) (i) | Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested ($) | | Timothy J. O’Shaughnessy | 45,291 | 25,754 | — | 426.86 | 9/10/2030 | — | — | — | — | | | 22,742 | — | — | 872.01 | 11/12/2025 | — | — | — | — | | | | | — | | | | | | | | Wallace R. Cooney | 2,000 | — | — | 845.72 | 4/1/2027 | 1,316 | 1,147,447 | — | — | | Andrew S. Rosen | — | — | — | — | — | 1,053 | 918,132 | — | — | | Jacob M. Maas | 2,000 | — | — | 804.80 | 10/26/2025 | 1,316 | 1,147,447 | 1,000 | 3,494,076 | | Nicole M. Maddrey | — | — | — | — | — | 1,172 | 1,021,890 | — | — |
OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END
| 1. | Mr. O’Shaughnessy received an option grant in connection with his promotion to Chief Executive Officer and an option grant in 2020 that each vested or vests ratably over a six-year period. Mr. Cooney received an option grant in connection with his promotion to Chief Financial Officer and Mr. Maas received a special new-hire option grant; both grants vested ratably over a six-year period. The following are the vesting dates of outstanding options granted to the named executive officers: |
OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END
| | Number of Options | Year 1 Vest Date | | Year 6 Vest Date | Vested at 12/31/23 | Unvested | | Timothy J. O’Shaughnessy | 71,045 | 9/10/2021 | to | 9/10/2026 | 45,291 | 25,754 | | | 22,742 | 11/12/2016 | to | 11/12/2021 | 22,742 | — | | Wallace R. Cooney | 2,000 | 4/1/2018 | to | 4/1/2023 | 2,000 | — | | Jacob M. Maas | 2,000 | 10/26/2016 | to | 10/26/2021 | 2,000 | — |
OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END
| 2. | Stock awards, other than the 2022 grant of restricted stock units to Mr. Maas, have been granted in the form of restricted stock under the Company’s Legacy Plan and 2022 Plan as of December 31, 2024. All of the awards listed below vest 100% at the end of the relevant award cycle. The following are the vesting dates of the grants to the named executive officers: |
OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END
| | Number of Shares | Vest Date | | Wallace R. Cooney | 616 | 1/4/2027 | | | 700 | 1/2/2025 | | Andrew S. Rosen | 493 | 1/4/2027 | | | 560 | 1/2/2025 | | Jacob M. Maas | 616 | 1/4/2027 | | | 700 | 1/2/2025 | | Nicole M. Maddrey | 575 | 1/4/2027 | | | 597 | 1/2/2025 |
OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END
In 2022, Mr. Maas received a restricted stock unit award that is subject to price-based vesting conditions. Mr. Maas’ award vests as follows: 1,000 shares will vest if the Company’s Class B common stock’s closing share price meets or exceeds $700 per share for 90 consecutive calendar days; and an additional 1,000 shares will vest following each incremental increase of $100 per share (above $700) in the Company’s share price for 90 consecutive calendar days. Each target can only be achieved once through the award’s expiration date. The grant date fair value of the stock award was estimated using a Monte Carlo simulation and is recognized over the derived service period of each tranche. The first tranche of this award vested in 2024.
OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END
| 3. | Calculated using the closing price of a share of the Company’s Class B Common Stock as of December 31, 2024 ($871.92). |
OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END
The following table shows the number of Class B shares acquired upon the exercise of options and/or vesting of stock awards held by the named executive officers in fiscal year 2024 and the value realized upon such vesting.
OPTION EXERCISES AND STOCK VESTED
OPTION EXERCISES AND STOCK VESTED
OPTION EXERCISES AND STOCK VESTED
| Name (a) | Option Awards | | Stock Awards | | | | Number of Shares Acquired on Exercise (#) (b) | Value Realized on Exercise ($) (c) | Number of Shares Acquired on Vesting (#) (d) | Value Realized on Vesting ($) (e) | | Timothy J. O’Shaughnessy | 77,258 | 7,987,489 | — | — | | Wallace R. Cooney | — | — | — | — | | Andrew S. Rosen | — | — | — | — | | Jacob M. Maas | — | — | 1,000 | 855,990 | | Nicole M. Maddrey | — | — | — | — |
PAY VERSUS PERFORMANCE
PAY VERSUS PERFORMANCE The following table and supporting graphics provide information regarding the relationship between executive compensation actually paid (as defined by SEC rules) and the Company’s financial performance as required by Item 402(v) of Regulation For further information about how the Company aligns executive compensation with performance, see “Compensation Discussion and Analysis” in this Proxy Statement. The amounts in the table below are calculated in accordance with SEC rules and do not represent amounts actually earned or realized by the named executive officers (NEOs).
PAY VERSUS PERFORMANCE
| Year (a) | Summary Compensation Table Total for CEO ($) (b) | Compensation Actually Paid to CEO ($) (c) | Average Summary Compensation Table Total for Non-CEO NEOs ($) | Average Compensation Actually Paid to Non-CEO NEOs ($) (e) | Value of Initial Fixed $100 Investment Based On: | | Net Income ($ millions) (h) | Operating Income before Amortization and Impairments ($ millions) | | | | | | | Total Shareholder Return ($) (f) | Peer Group Total Shareholder Return ($) (g) | | | | 2024 | 3,915,247 | 7,648,942 | 3,045,433 | 3,476,494 | 144.19 | 97.93 | 732.6 | 302.4 | | 2023 | 1,781,256 | 4,259,793 | 2,684,386 | 2,909,823 | 114.15 | 91.38 | 211.7 | 218.5 | | 2022 | 3,487,464 | 4,277,957 | 2,997,459 | 3,254,318 | 97.93 | 80.53 | 70.4 | 271.7 | | 2021 | 2,272,461 | 7,665,501 | 2,438,194 | 2,712,613 | 100.99 | 66.93 | 353.3 | 168.2 | | 2020 | 9,652,756 | 16,264,685 | 2,815,080 | 1,824,204 | 84.68 | 132.43 | 300.0 | 187.4 |
PAY VERSUS PERFORMANCE
Column (b). Reflects compensation amounts reported in the “Summary Compensation Table” for our CEO, Timothy J. O’Shaughnessy, for the respective years shown. Column (c). “ Compensation actually paid” to the CEO in each of 2024, 2023, 2022, 2021 and 2020 reflects the respective amounts set forth in column (b) of the table above, adjusted as set forth in the table below, as determined in accordance with Item 402(v) of Regulation S-K. The dollar amounts reflected in the table above do not reflect the actual amount of compensation earned or paid to the CEO during the applicable year. The adjustments in the table below were made to Mr. O’Shaughnessy’s total compensation for each year to determine the compensation actually paid in accordance with SEC rules:
PAY VERSUS PERFORMANCE
| | Mr. O’Shaughnessy | | | | | | | 2024 | 2023 | 2022 | 2021 | 2020 | | Total Compensation as reported in Summary Compensation Table (SCT) | $3,915,247 | $1,781,256 | $3,487,464 | $2,272,461 | $9,652,756 | | Less: Change in Pension Value and Non-Qualified Deferred Compensation Earnings reported in SCT | (51,487) | (34,382) | (22,908) | (19,561) | (19,356) | | Plus: Pension value attributable to current year’s service cost and any change in pension value attributable to plan amendments made in the current year | 23,816 | 18,178 | 17,528 | 16,048 | 15,472 | | Less: Fair value of Stock and Option Awards reported in SCT during fiscal year | — | — | — | — | (7,245,719) | | Plus: Fair value of equity compensation granted in current year that are outstanding and unvested as of year-end | — | — | — | — | 14,125,853 | | Change in fair value from end of prior fiscal year to vesting date for awards made in prior fiscal years that vested during current fiscal year | 73,393 | (314,046) | (187,892) | 757,186 | (326,380) | | Change in fair value from end of prior fiscal year to end of current fiscal year for awards made in prior fiscal years that were unvested at end of current fiscal year | 3,687,973 | 2,808,787 | 983,765 | 4,639,367 | 62,059 | | Fair value of awards forfeited in current fiscal year determined at end of prior fiscal year | — | — | — | — | — | | Dividends or other earnings paid on stock or option awards in the current fiscal year prior to the vesting date that are not otherwise included in the total compensation for the current fiscal year | — | — | — | — | — | | Compensation Actually Paid to CEO | $7,648,942 | $4,259,793 | $4,277,957 | $7,665,501 | $16,264,685 |
PAY VERSUS PERFORMANCE
Equity Valuations: Stock option grant date fair values are calculated based on the Black-Scholes option pricing model as of date of grant. Adjustments have been made using stock option fair values as of each measurement date using the stock price as of the measurement date and updated assumptions (i.e., term , volatility, dividend yield, risk free rates) as of the measurement date. Column (d). The dollar amounts reported under Average Summary Compensation Total for non-CEO NEOs represent the average of the amounts reported for the Company’s named executive officers (NEOs) as a group (excluding any individual serving as the CEO for such year) in the “Total” column of the “Summary Compensation Table” for the respective years shown. The names of the NEOs included for purposes of calculating the average amounts in each applicable year are as follows: 2020: Wallace R. Cooney, Andrew S. Rosen, Nicole M. Maddrey, Denise M. Demeter 2021: Wallace R. Cooney, Andrew S. Rosen, Jacob M. Maas, Nicole M. Maddrey 2022: Wallace R. Cooney, Andrew S. Rosen, Jacob M. Maas, Nicole M. Maddrey 2023: Wallace R. Cooney, Andrew S. Rosen, Jacob M. Maas, Nicole M. Maddrey 2024: Wallace R. Cooney, Andrew S. Rosen, Jacob M. Maas, Nicole M. Maddrey
Analysis of the Information Presented in the Pay versus Performance Table
Analysis of the Information Presented in the Pay versus Performance Table The Company utilizes several performance measures to align executive compensation with performance; not all of which are not presented in the Pay versus Performance table. However, the Company generally seeks to incentivize executives for making decisions that will enhance the long-term value of the Company, and therefore does not specifically align the Company’s performance measures with compensation actually paid for a particular year as computed in accordance with Item 402(v) of Regulation S-K. The Company is providing the following graphic descriptions of the relationships between information presented in the Pay versus Performance table. “Compensation actually paid”, as required under Item 402(v) of Regulation S-K, reflects adjusted values to unvested and vested equity awards during the years shown in the table based on year-end stock prices and various accounting valuation assumptions, but does not necessarily reflect the actual amounts paid out for those awards. “Compensation actually paid” generally fluctuates due to stock price achievement. The graphical presentation below represents the cumulative total shareholder return (TSR) for the Company and custom peer group compared to “compensation actually paid” in accordance with Item 402(v) of Regulation The graphical presentation below represents the Company’s net income compared to “compensation actually paid” in accordance with Item 402(v) of Regulation S-K. The graphical presentation below represents the Company’s operating income before amortization and impairments compared to “compensation actually paid” in accordance with Item 402(v) of Regulation
PENSION BENEFITS
PENSION BENEFITS The Pension Benefits Table includes information related to the Company’s funded and tax-qualified defined benefit plan, the Retirement Plan, as well as the associated unfunded and non-qualified supplemental executive retirement plan, the SERP. This information reflects the plan provisions in effect as of December 31, 2024. As noted in the Retirement Benefits section above, certain changes were made to the tax-qualified Retirement Plan effective as of January 1, 2024. The Retirement Plan covers most employees of the Company and provides benefits that are based on formulas that take into account base salary and qualifying service. These formulas are outlined in individual affiliate benefits schedules, including the Graham Schedule, the Newsweek Schedule, the Kaplan Schedule and the Cash Balance Retirement Program (“CBRP”), Secure Retirement Account (“SRA”) which closed on December 31, 2023, and the CC Plan. Benefits under the Retirement Plan, except the CC Plan, vest after three years of service. Benefits under the CC Plan vest after one year of service. All of the named executive officers are fully vested in their benefits under the Retirement Plan. The SERP provides supplemental defined benefit retirement benefits that are calculated based on the formulas in the Retirement Plan, and includes in the calculation compensation from annual bonuses in the case of Mr. Rosen, rather than just base salary, without regard to (i) the salary limitation applicable to tax-qualified plans ($345,000 in 2024) or (ii) the benefit limitation applicable to tax-qualified plans ($275,000 in 2024, commencing at age 65). The SERP provides benefits only to the extent that the benefit described above exceeds the benefit in The Retirement Plan.
Retirement Plan Benefits Under the Graham Schedule
| • | A temporary Pre-Age 65 supplement of $2,075 per month payable until age 65 to certain eligible employees retiring at or after age 55 with 10 years of vesting service. This reflects an amendment made in 2018 increasing the supplement by $1,825 for certain eligible employees as of September 1, 2018. Employees not eligible for the increased supplement receive the plan’s existing Pre-Age 65 supplement of $250 per month. The change in the Pre-Age 65 supplement was made to help offset changes to the Company’s retiree medical plan. |
Pension Benefits
Pension Benefits
Pension Benefits
| Name (a) | Plan Name (b) | Number of Years of Credited Service (c)(1) | Present Value of Accumulated Benefit ($) (d)(2) | Payments During Last FY ($) (e) | | Timothy J. O’Shaughnessy | The Retirement Plan for Graham Holdings Company | 10 | 214,229 | — | | | Total Pension Plan Benefits | 10 | 214,229 | — | | Wallace R. Cooney | The Retirement Plan for Graham Holdings Company | 23 | 1,617,100 | — | | | Total Pension Plan Benefits | 23 | 1,617,100 | — | | Andrew S. Rosen | The Retirement Plan for Graham Holdings Company | 38 | 713,047 | — | | | Graham Holdings Company Supplemental Executive Retirement Plan | 38 | 25,607,299 | — | | | Total Pension Plan Benefits | 38 | 26,320,346 | — | | Nicole M. Maddrey | The Retirement Plan for Graham Holdings Company | 18 | 1,104,075 | — | | | Total Pension Plan Benefits | 18 | 1,104,075 | — | | Jacob M. Maas | The Retirement Plan for Graham Holdings Company | 9 | 192,032 | — | | | Total Pension Plan Benefits | 9 | 192,032 | — |
Pension Benefits
| 1. | Data in this column represents the number of years of credited service earned by the named executive officer as of December 31, 2024. Mr. Rosen has prior service with Kaplan, Newsweek and Graham Holdings Company. All are included in this column. |
Pension Benefits
| 2. | Amounts in this column represent the actuarial present value of the named executive officer’s accumulated benefits under the plan as of December 31, 2024. The benefits valued for Mr. O’Shaughnessy and Mr. Maas include benefits under the SRA and CC Plan. The benefits valued for Mr. Rosen include the Graham Schedule, Newsweek Schedule, Kaplan Schedule, SRA Schedule, CC Plan and SERP amounts. The value of Mr. Rosen’s accumulated benefits in this column are based on the assumption that he terminates and retires immediately at December 31, 2024. The benefits valued for Mr. Cooney and Ms. Maddrey include the Graham Schedule, SRA Schedule, and CC Plan. |
Pension Benefits
| The assumptions used in determining the present value of accumulated benefits are the PRI-2012 Fully Generational Mortality Table for males and females, using Scale MP-2021 with a 90% white-collar and 10% blue-collar blend (100% white-collar for Nonqualified benefits) and a discount rate of 5.80% (5.60% for SERP) at December 31, 2024. |
Pension Benefits
| The benefits valued reflect service and earnings through December 31, 2024, and are valued as payable on the earliest date at which the SERP benefits are unreduced, or the earliest date at which the Retirement Plan benefits are unreduced if the named executive officer does not have a SERP benefit. There can be no assurance that the amounts listed in this column will ever be fully paid out to the applicable named executive officer. In addition, 50% of the benefits under the relevant qualified Schedules are valued as a lump-sum payment and 50% as an annuity payable for life. It is also assumed that benefits under the CC Plan and Secure Retirement Account will be taken as a lump-sum payment with a 90% probability and an annuity with a 10% probability. The annuity was converted to a lump-sum value using the 2025 PPA combined unisex mortality for single-sum payments and interest rates of 4.50% for payments in the first five years, 4.96% for payments in years 5 through 20, and 5.40% for years thereafter. |
NON-QUALIFIED DEFERRED COMPENSATION
NON-QUALIFIED DEFERRED COMPENSATION The following table includes information related to the SERP and the Deferred Compensation Plan. Among the benefits provided under the SERP, closed to new participants since December 2015, is a supplemental defined contribution plan benefit wherein prior to January 1, 2024, the Company provided a matching contribution percentage up to 4% of the participating executive’s base salary in excess of the annual covered compensation limit applied to qualified plan benefits ($345,000 in 2024). Prior to January 1, 2024, the executive was required to make contributions to the SERP in order to receive the applicable matching Company credit each year. The Deferred Compensation Plan, closed to new and existing participants since December 2015, provided an opportunity for participants to voluntarily defer the receipt of all or a portion of annual bonuses and/or certain long-term cash awards made under the Legacy Plan. Deferred amounts under both plans will earn investment credits in accordance with the participant’s elections from a choice of investment indexes. Amounts deferred under the SERP are payable on the first day of the seventh month following termination of service. Amounts deferred under the Deferred Compensation Plan are payable on the first business day of the seventh month following the date of separation from service or such other future date as specified by the participant at the time of election. Effective for deferrals made on or after January 1, 2014, amounts deferred under the Deferred Compensation Plan are payable no later than the first business day of the seventh month following the date of separation of service.
NON-QUALIFIED DEFERRED COMPENSATION
| Name (a) | Executive Contributions in Last FY ($) (b)(1) | Registrant Contributions in Last FY ($) (c)(2) | Aggregate Earnings in Last FY ($) (d)(3) | Aggregate Withdrawals/ Distributions ($) (e) | Aggregate Balance at Last FYE ($) (f)(4) | | Timothy J. O’Shaughnessy | — | — | — | — | — | | Wallace R. Cooney | — | — | — | — | — | | Andrew S. Rosen | 49,650 | — | 1,056,422 | — | 9,003,962 | | Jacob M. Maas | — | — | — | — | — | | Nicole M. Maddrey | — | — | — | — | — |
NON-QUALIFIED DEFERRED COMPENSATION
| 1. | The amount in this column represents a contribution by Mr. Rosen of $49,650 to the SERP. It is included in the Salary column of the Summary Compensation Table. |
NON-QUALIFIED DEFERRED COMPENSATION
| 2. | The amount in this column represents a Company contribution of $0 to the SERP for Mr. Rosen. |
NON-QUALIFIED DEFERRED COMPENSATION
| 3. | Amounts in this column represent investment gains or losses to the SERP and to the Deferred Compensation Plan, based on Mr. Rosen’s investment elections as follows: $426,173 to the SERP and $630,249 to the Deferred Compensation Plan. These gains or losses are not included in the Summary Compensation Table; the gains or losses reflect market performance of investment indexes selected by Mr. Rosen. |
NON-QUALIFIED DEFERRED COMPENSATION
| 4. | The amount in this column represents Mr. Rosen’s balances at December 31, 2024, for the SERP and the Deferred Compensation Plan as follows: $3,661,376 in the SERP and $5,342,586 in the Deferred Compensation Plan. An amount of $292,463 was reported as compensation in the Summary Compensation Table for years beginning 2020 (excluding 2024). |
Potential Payments Upon Termination or Change in Control
Potential Payments Upon Termination or Change in Control General The Company does not have any agreements with any of the named executive officers that provide payments in conjunction with a change in control. A description and quantification of the estimated dollar value of potential severance payments and other benefits that would be provided to the named executive officers (or, in the case of death, to their respective estates or beneficiaries) under the named executive officer’s respective letter or employment agreements, option award agreements and other individual arrangements following a termination of their employment is described below, assuming, in accordance with the SEC regulations, all relevant events occurred on December 31, 2024. For purposes of the valuations below, the price of Class B Common Stock (to which all applicable equity awards relate) is assumed to be $871.92, which was the closing share price on December 31, 2024. Upon a termination of employment, each of Messrs. O’Shaughnessy, Cooney, Rosen, Maas and Ms. Maddrey would be entitled to pension and, in the case of Mr. Rosen, deferred compensation and SERP benefits in accordance with the terms of each plan in which they participate, as described above in “Executive Compensation: Pension Benefits” and “Executive Compensation: Non-Qualified Deferred Compensation.” In addition, in the case of a termination by the Company other than for cause, Mr. O’Shaughnessy would be entitled to accelerated vesting of the next tranche of options that is scheduled to vest following such termination. Assuming a termination of employment as of December 31, 2024, Mr. O’Shaughnessy would be entitled to accelerated vesting of 12,877 stock options (representing a value of $5,731,038 based on their exercise price of $426.86 per share), subject to his signing of a release of claims in favor of the Company that has become irrevocable. In the case of a termination by the Company other than for cause, Mr. Rosen would be entitled to (i) accelerated vesting of a pro rata portion of his outstanding and unvested restricted stock, which, assuming a termination of employment as of December 31, 2024, would result in accelerated vesting of 806 shares of Company restricted stock (representing a value of $702,768) and (ii) a severance payment of $3,500,000, payable in a lump-sum on the 65th day following such termination in accordance with the terms of his employment agreement, in each case, as described above in “Executive Compensation: Employment Agreements and Severance Packages,” and subject to his signing a release of claims in favor of the Company that has become irrevocable. Each of Messrs. O’Shaughnessy and Rosen are subject to restrictive covenants that apply following termination for any reason, as described above in “Executive Compensation: Employment Agreements and Severance Packages.”