Graham Holdings Co

To highlight specific long-term financial goals, the Company grants 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.

A new four-year cycle commences every two years, with the result that there are always two overlapping cycles in progress (currently 2021–2024 and 2023–2026). No executive is entitled to a payout until the end of a cycle, and the Committee retains discretion to modify the payout at the end of each cycle.

Currently, Mr. O’Shaughnessy holds 12,000 units in each cycle, Mr. Cooney holds 6,500 units in each cycle, Ms. Maddrey holds 5,000 units in each cycle, Mr. Maas holds 5,000 units in the 2021–2024 cycle and 6,500 units in the 2023–2026 cycle, and Mr. Rosen has no units in either cycle.