| Name and Principal Position (a) | Year(b) | Salary($) (c)(1) | Bonus($) (d) | StockAwards($) (e)(2) | OptionAwards($) (f)(2) | Non-EquityIncentivePlanCompensation($) (g)(3) | Change inPension ValueofAccumulatedBenefits andNon-QualifiedDeferredCompensationEarnings ($)(h)(4) | AllOtherCompen-sation($) (i)(5) | Total ($)(j) |
|---|
| Timothy J. O’Shaughnessy | 2023 | 900,000 | — | — | — | 843,574 | 34,382 | 3,300 | 1,781,256 |
|---|
| President and Chief Executive Officer | 2022 | 900,000 | — | — | — | 2,561,506 | 22,908 | 3,050 | 3,487,464 |
|---|
| 2021 | 750,000 | — | — | — | 1,500,000 | 19,561 | 2,900 | 2,272,461 |
| Wallace R. Cooney | 2023 | 675,000 | — | 375,156 | — | 316,340 | 171,097 | 11,986 | 1,549,579 |
|---|
| Senior Vice President–Finance and Chief | 2022 | 675,000 | — | — | — | 1,200,565 | — | 11,266 | 1,886,831 |
|---|
| Financial Officer | 2021 | 620,000 | — | 375,323 | — | 620,000 | 104,382 | 10,752 | 1,730,457 |
|---|
| Andrew S. Rosen | 2023 | 1,625,000 | — | 300,247 | — | 3,182,007 | 1,188,072 | 49,100 | 6,344,426 |
|---|
| Chairman–Kaplan Inc. and Executive | 2022 | 1,625,000 | — | — | — | 1,578,343 | — | 51,372 | 3,254,715 |
|---|
| Vice President–Graham Holdings Co. | 2021 | 1,625,000 | — | 300,258 | — | 2,995,846 | 18,074 | 51,285 | 4,990,463 |
|---|
| Jacob M. Maas | 2023 | 700,000 | — | 375,156 | — | 328,056 | 32,847 | 11,986 | 1,448,045 |
|---|
| Executive Vice President | 2022 | 700,000 | — | 3,494,076 | — | 1,036,141 | 22,834 | 11,266 | 5,264,317 |
|---|
| 2021 | 620,000 | — | 375,323 | — | 496,000 | 19,511 | 10,752 | 1,521,586 |
| Nicole M. Maddrey | 2023 | 650,000 | — | 350,187 | — | 243,699 | 140,573 | 11,035 | 1,395,494 |
|---|
| Senior Vice President, General Counsel | 2022 | 650,000 | — | — | — | 923,991 | — | 9,983 | 1,583,974 |
|---|
| and Secretary | 2021 | 615,000 | — | 320,096 | — | 492,000 | 73,647 | 9,526 | 1,510,269 |
|---|
| 1. | Amounts in this column represent base salary earned for each of the named executive officers. |
| 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 grants made through the close of the 2023 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. No portion of this award vested in 2022 or 2023. 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 23, 2024, 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.” |
| 3. | 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. Amounts in this column for 2021 represent payments under the 2021 annual bonus plan. In the case of Mr. Rosen, the amount in this column for 2021 represents payments under the 2021 annual bonus plan and Kaplan’s long-term incentive plan as follows: $2,456,889 in annual bonus, $538,957 in Kaplan’s long-term incentive plan. Additional information can be found in “Compensation Discussion and Analysis: Performance-Based Incentive Compensation – Annual Bonuses.” |
| 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, 2023, December 31, 2022 or December 31, 2021). Assumed benefit commencement ages are shown below, rounded to the nearest age: |
| O’Shaughnessy: | age 65 |
|---|
| Cooney: | age 64 (will be eligible for unreduced benefits under the Rule of 90*) |
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| Rosen: | age 63 (is currently eligible for unreduced benefits under the Rule of 90*) |
|---|
| Maddrey: | age 65 |
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| Maas: | age 65 |
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| * | Age plus service is greater than 90, with age at least 55 |
Changes in the present value of benefits in 2023 are attributable to the Retirement Plan and the corresponding benefit under the SERP are as follows: Mr. O’Shaughnessy – $34,282 Retirement Plan; Mr. Cooney – $171,097 Retirement Plan; Mr. Maas – $32,847 Retirement Plan; Mr. Rosen – $49,386 Retirement Plan, $1,138,686 the SERP; and Ms. Maddrey – $140,573 Retirement Plan. The values of accumulated plan benefits were determined using a discount rate of 5.20% (5.10% for SERP) at December 31, 2023, 5.50 at December 31, 2022 and 2.90% at December 31, 2021, 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, 2023, December 31, 2022 and December 31, 2021. In addition, 50% of the benefit accumulated under the qualified Graham Schedule is valued as a lump-sum, and 50% valued as an annuity payable for life. It is also assumed that benefits under the Cash Balance 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, 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. At December 31, 2021, the annuity was converted into a lump-sum value using the 2022 PPA combined unisex mortality for single-sum payments and interest rates of 0.66% for payments in the first 5 years, 2.50% for payments in years 5 through 20 and 3.12% for years thereafter.
| 5. For | 2023, the amounts shown include the information detailed in the following table: |
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