Graham Holdings Co

Mr. Rosen participates in the Kaplan Milestone Plan, which provides for an award pool that is funded based on the achievement of annual operating income milestones, 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. Mr. Rosen’s share of the award pool is 20%. A participant must remain employed through the date a milestone is achieved, with payouts occurring the following March. In 2023, Kaplan achieved adjusted enterprise operating income of $124.2 million (adjusted for milestone exchange rates), which surpassed the first adjusted milestone of $113.4 million (adjusted for acquisitions). This resulted in a payout of Mr. Rosen’s first milestone award of $1.2 million.