UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A INFORMATION

Proxy Statement Pursuant to Section 14(a) of the

Securities Exchange Act of 1934

Filed by the Registrant  ☒                            Filed by a Partyparty other than the Registrant  ☐

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GRAHAM HOLDINGS COMPANYGraham Holdings Company

(Name of registrantRegistrant as specifiedSpecified in its charter)Charter)

Not applicable.

(Name of person(s) filing proxy statement,Person(s) Filing Proxy Statement, if other than the registrant)Registrant)

Payment of Filing Fee (Check the appropriate box)all boxes that apply):

Form, Schedule or Registration Statement No.:

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Date Filed:

1300 NORTH 17TH STREET | ARLINGTON, VA 22209 | (703) 345-6300

March 25, 202124, 2022

TO OUR SHAREHOLDERS:

You are cordially invited to the 20212022 Annual Meeting of Shareholders of Graham Holdings Company (the “Company”), which will be held virtuallyat The Hamilton, 600 14th Street, N.W., Washington, DC 20005, on Thursday, May 6, 2021,5, 2022, at 8:30 a.m., Eastern Daylight Saving Time. In order to be able to access the virtual meeting, please retain the 15-digit control number set forth on your proxy card or voting instruction form in order to verify your identity when accessing the virtual meeting. Details on how to participate are more fully described in the enclosed Proxy and are posted on our website at www.ghco.com. As always, we encourage you to vote your shares prior to the Annual Meeting.

Shareholders of record on March 17, 2021 can access the live webcast of the Annual Meeting on the day of the meeting by logging in at www.meetingcenter.io/243294754 using their control number and the password “GHC2021”. The 15-digit control number is located on the proxy card or voting instruction form. Measures are in place to enable the vast majority of shareholders who hold shares through a brokerage firm, bank or other entity to fully participate at the Annual Meeting using the control number on their voting instruction form and the password “GHC2021”. This option is provided as a convenience to such beneficial holders, and there is no guarantee that this option will be available for every type of beneficial holder. Those shareholders who hold shares through a brokerage firm, bank or other entity are advised to provide their voting instructions to these firms and register in advance to participate in the Annual Meeting no later than May 3, 2021.

At the Company’s 20212022 Annual Meeting of Shareholders (the “Meeting”), there will be a report on the Company’s activities, and Directors will be elected for the ensuing year. Shareholders will also vote to approve the Company’s 2022 Incentive Compensation Plan. In addition, the Class A Shareholders will have an advisory vote on whether to approve the compensation paid to the Company’s named executive officers for 2020.2021.

It is important that your shares are represented at the Meeting. Please sign the accompanying Proxy and return it promptly in the envelope provided. If you plan to attend, kindly so indicate in the space provided on the Proxy. You may also vote your shares by telephone or on the internet. If you choose to vote your shares by telephone or on the internet, please follow the instructions in the enclosed Proxy.

Important Information About the Location of the Meeting

We expect the Meeting to take place in person, but if conditions relating to COVID-19 change as the time of the Meeting nears, we may conduct a virtual Annual Meeting. If we decide to take this step, we will announce it in advance as promptly as practicable. Details on how to participate will be issued by press release, posted on our website at www.ghco.com and filed with the U.S. Securities and Exchange Commission. Please monitor our website for updated information concerning the location of the Meeting and be sure to check the website prior to attending the Meeting. In the event the Meeting is held virtually, it will be important to retain the 15-digit control number set forth on your proxy card or voting instruction form in order to verify your identity when accessing the virtual Meeting. As always, we encourage you to vote your shares prior to the Annual Meeting.

Sincerely yours,

DONALD E. GRAHAM

Chairman

GRAHAM HOLDINGS COMPANY

Notice of Annual Meeting of Shareholders — May 6, 2021

The 2021 Annual Meeting of Shareholders of Graham Holdings Company will be held virtually on Thursday, May 6, 2021, at 8:30 a.m., Eastern Daylight Time, for the following purposes:

The Board of Directors of the Company (the “Board”) has fixed the close of business on March 17, 2021, as the record date for the determination of shareholders entitled to notice of and to vote at the Meeting.

It is important that your shares are represented and voted at the Meeting. Please sign and return your Proxy at your earliest convenience. You may also vote your shares by telephone or on the internet. If you choose to vote your shares by telephone or on the internet, please follow the instructions in the enclosed Proxy. You may revoke your Proxy at any time before it has been voted at the Meeting. You may vote at the Meeting even if you returned a Proxy, provided that you first revoke your previously voted Proxy.

In order to be able to access the virtual meeting, please retain the 15-digit control number set forth on your proxy card or voting instruction card. Shareholders of record on March 17, 2021 can access the live webcast of the Annual Meeting on the day of the meeting by logging in at www.meetingcenter.io/243294754 using their control number and the password “GHC2021”. Measures are in place to enable the vast majority of shareholders who hold shares through a brokerage firm, bank or other entity to fully participate at the Annual Meeting using the control number on their voting instruction form and the password “GHC2021”. This option is provided as a convenience to such beneficial holders, and there is no guarantee that this option will be available for every type of beneficial holder. Those shareholders who hold shares through a brokerage firm, bank or other entity are advised to provide their voting instructions to these firms and register in advance to participate in the Annual Meeting no later than May 3, 2021. Additional details on how to participate are described more fully in the enclosed Proxy and are posted on our website at www.ghco.com.

By Order of the Board of Directors,

NICOLE M. MADDREY

Secretary

March 25, 2021

Arlington, VA

GRAHAM HOLDINGS COMPANY

1300 North 17th Street, Suite 1700, Arlington, VA 22209

March 25, 202124, 2022

This Proxy Statement contains information relating to the 20212022 Annual Meeting of Shareholders of Graham Holdings Company to be held virtuallyat The Hamilton, 600 14th Street, N.W., Washington, DC 20005, on Thursday, May 6, 2021,5, 2022, at 8:30 a.m., Eastern Daylight Saving Time, or any adjournments thereof, for the purposes set forth in the accompanying Notice of the 20212022 Annual Meeting of Shareholders. This Proxy Statement and the accompanying forms of Proxy and voting instructions are being delivered to shareholders on or about March 25, 2021.24, 2022. The Board of Directors of the Company is making this Proxy solicitation.

Important notice regarding the availability of Proxy materials for the Annual Meeting of Shareholders to be held on May 6, 2021.5, 2022. This Proxy Statement and the Annual Report to Shareholders are available at www.ghco.com.

QUESTIONS AND ANSWERS

Q:    How can I participate inWhat happens if a change to the virtual Meeting?

A:    Shareholders of record on March 17, 2021 can access the live webcastlocation of the Annual Meeting is necessary due to exigent circumstances?

A:    As part of the Company’s precautions regarding COVID-19, we are planning for the possibility that we will conduct a virtual Annual Meeting. If we take this step, we will announce the decision to do so in advance as promptly as practicable. Details on how to participate will be issued by press release, posted on the dayCompany’s website at www.ghco.com and filed with the U.S. Securities and Exchange Commission. Please monitor the Company’s website for updated information concerning the location of the meeting by logging in at www.meetingcenter.io/243294754 using their control numberMeeting and be sure to check the password “GHC2021”. Thewebsite prior to attending the Meeting. In the event the Meeting is held virtually, it will be important to retain the 15-digit control number is locatedset forth on theyour proxy card or voting instruction form. Shareholdersform in order to verify your identity when accessing the virtual Meeting. In the event the Meeting is held virtually, the proxy card included with the proxy materials previously distributed will not be updated to reflect the change in location and may alsocontinue to be used to vote by one ofyour shares in connection with the other means described in these materials.

Measures are in place to enable the vast majority of shareholders who hold shares through a brokerage firm, bank or other entity to fully participate at the Annual Meeting using the control number on their voting instruction form and the password “GHC2021”. This option is provided as a convenience to such beneficial holders, and there is no guarantee that this option will be available for every type of beneficial holder. Those shareholders who hold shares through a brokerage firm, bank or other entity are advised to provide their voting instructions to these firms and register in advance to participate in the Annual Meeting no later than May 3, 2021. To register, shareholders must submit proof of proxy power (legal proxy) reflecting ownership of Graham Holdings Company stock along with your name and email address to Computershare. Proof of legal proxy may be submitted either by forwarding an email from your broker or by attaching an image of the legal proxy. Requests for registration should be directed to Computershare at legalproxy@computershare.com, labeled as “Legal Proxy” and must be received no later than 11:00 p.m. (EDT) on or before May 3, 2021. Requests for registration may also be mailed to Computershare at GHC Legal Proxy, P.O. Box 43001, Providence, RI 02940-3001. A registration confirmation email from Computershare will be sent to shareholders.

Participants in one of the Company’s 401(k) plans with Graham Holdings Company Class B Common Stock allocated to their account(s) (the Savings Plan for Graham Holdings Company, the Kaplan, Inc. Tax Deferred Savings Plan for Salaried Employees and the Kaplan, Inc. Tax Deferred Savings Plan for Hourly Employees) may join the Annual Meeting but may not vote their shares at the Meeting. Plan participants may vote by providing their voting directions to the plan trustee no later than 11:00 p.m. (EDT) on May 3, 2021.

Q:    What am I voting on?

A:    You are voting on the election of Directors for a term of one year. A Board of nineeight Directors is to be elected, sixfive by the holders of Class A Common Stock, voting separately as a class, and three by the holders of Class B Common Stock, voting separately as a class. All Directors will hold office until the next Annual Meeting or until their respective successors shall have been elected and shall have qualified or as otherwise provided in the bylawsby-laws of the Company.

In the event that any nominee withdraws or for any reason is not able to serve as a Director and you have submitted a Proxy, Timothy J. O’Shaughnessy, Wallace R. Cooney, Jacob M. Maas and Nicole M. Maddrey, acting as your proxies, may vote for such other person as the Board of Directors may nominate.

In addition, ifyou are voting to approve the Company’s 2022 Incentive Compensation Plan.

If you are a holder of Class A Common Stock, you are also voting on whether to approve the compensation paid to the Company’s named executive officers for 2020.2021. In accordance with rules of the U.S. Securities and Exchange Commission (the “SEC”), this vote is advisory in nature and non-binding.

Each of your shares entitles you to one vote with respect to each matter on which you may vote.

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Q:    Will any other matters be voted on?

A:    We are not aware of any matters to be voted on other than the election of Directors, the approval of the Company’s 2022 Incentive Compensation Plan and the Class A Shareholder advisory vote on compensation paid to the Company’s named executive officers for 2020.2021. If any other matter is properly brought before the Meeting and you have submitted a Proxy, Timothy J. O’Shaughnessy, Wallace R. Cooney, Jacob M. Maas and Nicole M. Maddrey, acting as your proxies, will vote for you at their discretion.

Q:    How do I vote?

A:    There are four ways to vote:

If you vote by internet or telephone, your vote must be received beforeby 5 p.m., Eastern Daylight Saving Time, on the polls are closed atday before the Annual Meeting. Your shares will be voted as you indicate. If you are a Class B Shareholder (other than as a participant in one of the Company’s 401(k) plans with Graham Holdings Company Class B Common Stock allocated to your account) and do not indicate your voting preferences, Timothy J. O’Shaughnessy, Wallace R. Cooney, Jacob M. Maas and Nicole M. Maddrey, acting as your proxies, will vote your shares in favor of the applicable nominated Directors.Directors and to approve the Company’s 2022 Incentive Compensation Plan. If you are a participant in one of the Company’s 401(k) plans with Graham Holdings Company Class B Common Stock allocated to your account, please see the Question below, “How do I vote if I participate in one of the Company’s 401(k) plans?” Please note that for participants in these plans, your voting direction must be received no later than 11:00 p.m., Eastern Daylight Saving Time, on May 3, 2021,2, 2022, which is earlier than the time at which votes must be received for shares held outside of these plans.

If you are a Class A Shareholder and do not indicate your voting preferences, Timothy J. O’Shaughnessy, Wallace R. Cooney, Jacob M. Maas and Nicole M. Maddrey, acting as your proxies, will vote your shares in favor of the applicable nominated Directors and for approval of the compensation paid to the Company’s named executive officers for 2020.2021.

Q:    How do I vote if I participate in one of the Company’s 401(k) plans?

A:    As a participant in one of the Company’s 401(k) plans with Graham Holdings Company Class B Common Stock allocated to your account, you can direct the plan trustee how to vote Graham Holdings Company Class B Common Stock allocated to your account(s) on a proxy voting direction card, electronically through the internet or by telephone. These plans are the Savings Plan for Graham Holdings Company, the Kaplan, Inc. Tax Deferred Savings Plan for Salaried Employees and the Kaplan, Inc. Tax Deferred401(k) Savings Plan for Hourly EmployeesGHC Affiliates (the “Plan(s)”). Vanguard Fiduciary Trust Company serves as the trustee (the “Plan Trustee”) with respect to the Class B Common Stock allocated to accounts in the Plans. If you do not provide timely direction to the Plan Trustee or if you submit a proxy voting direction card and do not indicate your voting preferences, shares allocated to your account(s) will be voted by the Plan Trustee in the same proportion to those shares allocated to accounts of participants for which timely direction was received, unless contrary to the Employee Retirement Income Security Act of 1974, as amended (“ERISA”). Plan participants may join the Annual Meeting, but may not vote Plan shares at the Annual Meeting. If you wish to vote, whether you plan to join the virtual Annual Meeting or not, you should direct the Plan Trustee how you wish to vote your Plan shares no later than 11:00 p.m., Eastern Daylight Saving Time, on May 3, 2021.2, 2022.

Q:    Who can vote?

A:    You can vote if you were a shareholder of record as of the close of business on March 17, 202116, 2022 (the “Record Date”). If you hold shares in street name, your broker, bank or other nominee will instruct you as to how your shares may be voted by proxy,

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If you are a participant in one of the Company’s 401(k) plans with Graham Holdings Company Class B Common Stock allocated to your account, you will be eligible to vote Class B Common Stock allocated to your account on Proposal 1: Election of Directors.Directors and Proposal 2: Approval of the 2022 Incentive Compensation Plan.

Q:    Can I change my vote?

A:    Yes. You can change your vote or revoke your Proxy at any time before the Meeting:

If you are a participant in one of the Company’s 401(k) plans with Graham Holdings Company Class B Common Stock and wish to change your vote or revoke your Proxy, you must do so no later than 11:00 p.m., Eastern Daylight Saving Time, on May 3, 2021,2, 2022, by instructing the Plan Trustee in a manner described in the Question “How do I vote if I participate in one of the Company’s 401(k) plans?” above.

Q:    What vote is required to approve a proposal?

A:    Directors will be elected by a plurality of the votes cast at the Meeting. This means that the sixfive Class A Shareholder nominees receiving the highest number of votes cast and the three Class B Shareholder nominees receiving the highest number of votes cast shall be elected. You do not have the right to cumulate votes in the election of Directors. A properly executed Proxy marked “WITHHELD” with respect to the election of one or more Directors will not be voted with respect to the Director or Directors indicated, although it will be counted for purposes of determining whether a quorum is present at the Meeting.

WhileThe effectiveness of Proposal 2 to approve the 2020Graham Holdings Company 2022 Incentive Compensation Plan requires only the favorable vote of a majority of the holders of Class A Common Stock present or represented at the Meeting. Nevertheless, the Board of Directors of the Company has determined to condition the effectiveness of the proposal on the favorable vote of a majority of the holders of Class A Common Stock present or represented at the Meeting and a majority of the holders of Class B Common Stock present or represented at the Meeting, voting as separate classes.

While Proposal 3 to approve the 2021 compensation awarded to the Company’s named executive officers is non-binding and advisory in nature, it will be approved only on the favorable vote of a majority of the Class A Shareholders present or represented at the Meeting.

Broker non-votes will have no impact on the voting results for any of the proposals presented at the Meeting, and abstentions will have the effect of a vote against Proposal 2 to approve the 2020Company’s 2022 Incentive Compensation Plan and Proposal 3 to approve the 2021 compensation awarded to the Company’s named executive officers. Abstentions will be counted for purposes of determining whether a quorum is present. For participants in one of the Company’s 401(k) plans with Graham Holdings Company Class B Common Stock allocated to your account, if no timely voting direction is received or if the proxy voting direction card is returned unsigned or if you submit a proxy voting direction card and do not indicate your voting preferences, the Plan Trustee will vote the shares allocated to the accounts in the same proportion to those shares allocated to accounts of participants for which timely direction was received, unless contrary to ERISA.

Q:    Who will count the vote?

A:    Computershare, the Company’s transfer agent and registrar, will count the vote. One of its representatives will be included among the persons authorized to certify the vote.

Q:    Who can attend the Meeting?

A:    All shareholders of record as of the close of business on March 17, 202116, 2022 can attend.

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Q:    What do I need to do to attend the Meeting?

A:    To attend the Meeting, please follow these instructions:

Seating at the Annual Meeting using the control number on their voting instruction form and the password “GHC2021”. This option is provided as a convenience to such beneficial holders, and there is no guarantee that this option will be available for every type of beneficial holder.

Q:    What other information about Graham Holdings Company is available?

A:    The following information is available:

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PROPOSAL 1: ELECTION 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 education and media company whose operations include educational services; television broadcasting; online, print and local TV news; manufacturing; home health and hospice care; manufacturing;automotive dealerships; and other businesses including automotive dealerships,a consumer internet company that builds creator-driven brands in lifestyle and home and art design categories, restaurants, a custom framing service company, a cybersecurity training 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 or complex organizations (both for-profit and non-profit) and gained expertise in core management skills, such as strategy and business development, innovation, line operations, brand management, finance, compensation and leadership development, 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 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

Thomas S. Gayner

Mr. Gayner, age 59,60, has served as Co-Chief Executive Officer of Markel Corporation, a publicly traded financial holding company headquartered in Glen Allen, VA, since January 2016. 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, heHe 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 Colfax Corporation, Cable ONE, Inc. and the Davis Series Mutual Funds.Funds and will serve until March 31, 2022, on the Board of Colfax Corporation. 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

Mr. Graham, age 75,76, has served as Chairman of the Board of the Company since September 1993 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 Chairman of the Executive

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Committee and a member of the Finance Committee of the Board. By virtue of his ownership of 55.9%56.7% of the outstanding Class A Stock of the Company and additional voting rights as a trustee of a family trust, Mr. Graham

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beginning in June of 2017. Dr. Allen led the Biden Presidential Inaugural Committee and servesserved 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 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. 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.

Christopher C. Davis

Mr. Davis, age 55,56, serves as Chairman of Davis Selected Advisers, NY, Inc., an investment counseling firm that oversees more than $26$27 billion in assets as of December 31, 2020,2021, including mutual funds and institutional separate accounts. The firm employs a research-driven, long-term approach to investing. He has served as a Director of the 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 became lead independent Director in May 2011. Mr. Davis is also a Director and officer of a number of mutual funds advised by Davis Selected Advisers, LP, as well as other entities controlled by Davis Selected Advisers, LP, and a Director of The Coca-Cola Company.Company, and Berkshire Hathaway Inc. Mr. Davis is a Director of the Hudson HighlandHighlands Land Trust, the Hudson Highlands Fjord Trail and a Trustee of the American Museum of Natural History, the Shelby Cullom Davis Charitable Fund and the Christopher and ElizabethC. Davis Fund. 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.

Anne M. Mulcahy

Mrs. Mulcahy, age 68,69, served as Chairman of the Board 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 Chairman of the Compensation Committee and 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 Williams Sonoma.Williams-Sonoma, Inc. 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.

THE BOARD OF DIRECTORS RECOMMENDS A VOTE “FOR” THE ELECTION OF EACH OF THE NOMINATED DIRECTORS.

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Audit Committee

The functions of the Audit Committee include overseeing (i) management’s conduct of the Company’s financial reporting process (including the development and maintenance of systems of internal accounting and financial controls); (ii) the integrity of the Company’s financial statements; (iii) the Company’s compliance with legal and regulatory requirements; (iv) the qualifications and independence of the Company’s outside auditor; (v) the performance of the Company’s internal audit function; (vi) the outside auditor’s annual audit of the Company’s financial statements; and (vii) the preparation of certain reports required by the rules and regulations of the SEC. A current copy of the Audit Committee’s Charter is available on the Company’s website, www.ghco.com; a copy of such Charter will be furnished without charge to any shareholder upon written request addressed to the Treasurer, Graham Holdings Company at 1300 North 17th Street, Suite 1700, Arlington, VA 22209.

Christopher C. Davis, Thomas S. Gayner (Chairman), G. Richard Wagoner, Jr. and Jack A. Markell (served until September 2021) served on the Audit Committee in 2020.2021. The Board of Directors has determined that all members of the Audit Committee are non-employee, “financially literate,” “independent” Directors within the meaning of the New York Stock Exchange listing standards. None of the members of the Audit Committee has accepted, other than in his capacity as a Committee or Board member, any consulting, advisory or other compensatory fee from the Company or its affiliates, and none of the members of the Audit Committee has a material relationship with the Company.

The Board has determined that Thomas S. Gayner has the requisite background and experience to be (and is) designated an “audit committee financial expert” within the meaning of Item 407(d)(5)(ii) of Regulation S-K due to his extensive experience, as discussed under “Proposal 1: Election of Directors.” In addition, the Board has determined that all of the members of the Audit Committee are well grounded in financial matters and are familiar with generally accepted accounting principles. All of the members of the Audit Committee have a general understanding of internal controls and procedures for financial reporting, as well as an understanding of audit committee functions. To the extent that matters come before the Audit Committee that involve accounting issues, the members of the Audit Committee consult with and rely on management, in addition to external experts, such as the Company’s independent registered public accountants, PricewaterhouseCoopers LLP. In addition, the Audit Committee has authority to obtain advice from internal or external legal or other advisors.

The Audit Committee held seven meetings in 2020.2021.

Compensation Committee

The functions of the Compensation Committee include (i) reviewing and approving the compensation of the Company’s Chief Executive Officer and President and other members of senior management and the Board (including, among other elements of compensation, annual base salary, annual incentive opportunities and long-term incentive opportunities); (ii) overseeing the administration and determination of awards under the Company’s compensation plans; (iii) preparing any report on executive compensation required by the rules and regulations of the SEC; (iv) reviewing the Company’s Diversity, Equity and (iv)Inclusion (DEI) strategy and initiatives to provide oversight and advice as the Company seeks to carry out its DEI goals; and (v) performing a risk assessment of the Company’s compensation plans. A current copy of the Compensation Committee’s Charter is available on the Company’s website, www.ghco.com; a copy of such Charter will be furnished without charge to any shareholder upon written request addressed to the Treasurer, Graham Holdings Company at 1300 North 17th Street, Suite 1700, Arlington, VA 22209.

Lee C. Bollinger, Anne M. Mulcahy (Chairman), Larry D. Thompson and Katharine Weymouth served on the Compensation Committee in 2020.2021, along with Tony Allen beginning in September 2021, and Lee Bollinger and Larry Thompson until their retirement in May 2021. All members of the Compensation Committee are non-employee Directors and have been determined to be “independent” within the meaning of the listing requirements of the New York Stock Exchange applicable to service on compensation committees.

The Compensation Committee held six meetings in 2020.2021.

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The Finance Committee held one meeting in 2020.2021.

Executive Committee

The Executive Committee has exercised and may exercise all of the powers of the Board that may be delegated by law in the management of the business and affairs of the Company and exercises the authority of the Board between meetings.

Christopher C. Davis, Donald E. Graham (Chairman), Anne M. Mulcahy and Timothy J. O’Shaughnessy served on the Executive Committee in 2020.2021.

The Executive Committee held no meetings in 2020.2021.

Meeting Attendance

The Board held a total of six meetings in 2020.2021. Each Director attended at least 75% of the meetings of the Board and the Committees of the Board on which the Director served.

The Board does not have a policy of requiring Directors to attend annual meetings of shareholders and leaves it at the discretion of each Director as to whether he or she will attend the meeting.Meeting. In addition to the Chairman, nine Directors attendedjoined the 20202021 Annual Meeting of Shareholders.

Director Compensation

During 2020,2021, non-employee Directors received the following annual payments:

Each non-employee Chair of a Committee of the Board received an additional $20,000.$20,000 annual retainer for such service. Members of the Audit Committee received an additional $20,000 annually for their service on that committee. Employee Directors received no compensation for serving on the Board. In response to the potential impacts of COVID-19 on the business of the Company, each of the Company’s directors took a voluntary reduction in his or her quarterly payments of 20% effective April 1, 2020. Those reductions were restored in the fourth quarter of 2020, following improved clarity of the impact of COVID-19 on the Company’s business and annual performance.

The total 20202021 compensation of non-employee Directors is shown in the following table:

DIRECTOR COMPENSATION

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“Controlled Company”

The descendants of Katharine Graham (including the Company’s Chairman of the Board) and trusts for the benefit of those descendants own the majority of the shares of Class A Common Stock and have the right to vote for 70% of the Board of Directors; thus the Company is a “controlled company” for purposes of Section 303A.00 of the New York Stock Exchange Listed Company Manual. As a “controlled company,” the Company is exempt from certain governance requirements, including the requirement that it have a nominating/corporate governance committee, and the Company does not deem it necessary to have such a committee. The Company does not have a procedure by which shareholders may recommend nominees to the Board, given the Company’s ownership structure. Notwithstanding the fact that as a “controlled company,” the Company is not required to have a Board of Directors that comprises a majority of “independent” directors, the Board has determined that current members Tony Allen, Lee C. Bollinger, Christopher C. Davis, Thomas S. Gayner, Anne M. Mulcahy, Jack A. Markell, Larry D. Thompson, G. Richard Wagoner, Jr. and Katharine Weymouth (who, together, constitute a majority of the Board) are “independent” within the meaning of Section 303A.02 of the New York Stock Exchange Listed Company Manual. In reaching this conclusion, the Board considered commercial relationships with companies at which Directors or their family members served as outside directors or executive officers. These relationships involved the Company’s purchases of services in the ordinary course of business that were made on arm’s-length terms under circumstances and in amounts that did not affect the relevant Directors’ independence.

Meetings of the Non-Management Directors

The listing requirements of the New York Stock Exchange call for the non-management Directors of the Company to meet regularly in executive session without management. The Board has appointed Christopher C. Davis as Lead Independent Director and has authorized him to preside at the executive sessions. The non-management Directors met in executive session two times in 20202021 and expect to meet in executive session in 20212022 as appropriate.

Compensation Committee Interlocks and Insider Participation

Lee C. Bollinger, Anne M. Mulcahy Larry D. Thompson and Katharine Weymouth served as members of the Compensation Committee in 2020. Ms.2021. Dr. Allen joined the Committee in September 2021. Mrs. Mulcahy and Messrs. Bollinger and ThompsonDr. Allen have never been employees of the Company. Katharine Weymouth was employed at The Washington Post as CEO and Publisher until its sale on October 1, 2013. No executive officer of the Company serves on the compensation committee of any other entity that has, or has had, one or more of its executive officers serving on the Company’s Board of Directors.

Board Leadership Structure and Role in Risk Oversight

While as a “controlled company,” the Company is not legally required to have a majority of independent Directors, the majority of the Board, in fact, comprises independent Directors who act as an effective counterbalance to Mr. Graham, Chairman of the Board, and Mr. O’Shaughnessy, President and Chief Executive Officer. The Board also appoints a Lead Independent Director and Christopher C. Davis serves in this capacity. The Lead Independent Director typically chairs executive sessions of Board meetings and consults with Messrs. Graham and O’Shaughnessy and senior management regarding issues to be included in Board meeting agendas. The Lead Independent Director is also expected to collaborate with Mr. O’Shaughnessy in reviewing key operational and other matters and to act as a liaison between Messrs. Graham and O’Shaughnessy and the independent Directors.

The Board as a whole actively considers strategic decisions proposed by management, including matters affecting the business strategy and competitive and financial positions of the Company, and monitors the Company’s risk profile. Board meetings are focused on strategic matters affecting major areas of the Company’s business, including operational, execution and competitive risks and risk management initiatives. The Board fulfills certain risk oversight functions through its standing committees. For example, the Finance Committee reviews and makes recommendations to the Board related to major

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Communicating with Directors

Interested parties may communicate concerns to the Lead Independent Director or to the other Directors of the Company through NavexNAVEX Global, the Company’s third-party-managed hotline, via telephone at 1-866-687-8972 or online at https://www.compliance-helpline.com/GHCo.jsp.ghco.ethicspoint.com.

STOCK HOLDINGS OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

The information in the following two tables relates to each person who, on February 1, 2021,2022, was a “beneficial owner” (as defined under the proxy rules of the Securities and Exchange Commission) of more than 5% of the Company’s Class A or Class B Stock and to the stock holdings of Directors and officers. Under the proxy rules, a person is deemed to be the “beneficial owner” of stock if such person has (or shares) either investment power or voting power over such stock or has (or shares) the right to acquire such stock within 60 days by any of a number of means, including the conversion of another security that is convertible into such stock. A substantial number of shares of the Company’s Class A and Class B Common Stock are held in trusts or subject to other agreements that provide for the sharing of investment power, voting power or both among several persons, each of whom is deemed by the Securities and Exchange Commission to be a “beneficial owner” of the shares so held. Furthermore, in many cases, such persons do not include the beneficiary of the trust who, although not deemed to be a “beneficial owner” in the absence of voting or investment power over the shares, is nevertheless shown below as a “beneficial owner” because of the beneficiary’s economic interest in the shares. In addition, since all of the shares of Class A Stock are convertible at the option of the holder into Class B Stock on a share-for-share basis, each “beneficial owner” of shares of Class A Stock is deemed by the Securities and Exchange Commission to be a “beneficial owner” of the same number of shares of Class B Stock. In indicating below a person’s “beneficial ownership” of shares of Class B Stock, it has been assumed that such person has converted into Class B Stock all shares of Class A Stock of which such person is a “beneficial owner.” For these reasons, there is substantial duplication in the numbers of shares and percentages shown in the following table.

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The table below, which is based on information furnished to the Company by its Directors and officers, shows as of February 1, 2021,2022, for each person nominated for election as a Director, each named executive officer and for all Directors and executive officers of the Company as a group, the number of shares of each class of Common Stock “beneficially owned” (as defined in the Securities and Exchange Commission proxy rules) and, in the case of each nominee for election as a Director, the nature of such “beneficial ownership.” For the reasons set forth in the first paragraph of this section of the Proxy Statement, there is substantial duplication in the numbers of shares and percentages shown in the following table.

Holdings of Directors and Officers*

*  Unless otherwise indicated, the Directors and officers listed have sole voting and investment power with respect to such securities. None of the securities has been pledged as security.

Delinquent Section 16(a) Reports

Section 16(a) of the Securities Exchange Act of 1934 requires the Company’s Directors, officers and persons who own more than 10% of a registered class of the Company’s equity securities to file with SEC initial reports of ownership and

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PROPOSAL 2: APPROVAL OF THE GRAHAM HOLDINGS COMPANY 2022 INCENTIVE COMPENSATION PLAN

The Board adopted, subject to shareholder approval, the Graham Holdings Company 2022 Incentive Compensation Plan (the “2022 Plan”) on February 27, 2020.23, 2022. The Board believes that the 2022 Plan is integral to the Company’s compensation strategies and programs and promotes the interests of the Company and its shareholders by:

The following is a summary of the material terms of the 2022 Plan, which is qualified in its entirety by reference to the provisions of the 2022 Plan, attached hereto as Appendix A.

Key Features of the 2022 Plan

Eligibility

Employees of the Company and its affiliates, as well as Directors, who are selected by the Board, the Compensation Committee or any of their authorized designees from time to time are eligible to receive awards under the 2022 Plan. There are at present approximately 146 employees and six non-employee Directors who are participants in the Legacy Plan (as defined below) and who would be eligible participants under the 2022 Plan.

Administration

The 2022 Plan is administered by the Compensation Committee, which has the authority to select eligible employees and non-employee Directors to whom awards may be granted, determine the number of shares covered by those awards and set the terms, conditions and other provisions of those awards. Subject to any legal restrictions, the Compensation Committee may delegate to a subcommittee of one or more Directors or one or more officers of the Company the ability to grant awards under the 2022 Plan and to make all necessary and appropriate decisions and determinations in connection with such grants. The Compensation Committee will have complete authority to establish rules and regulations for the administration of the 2022 Plan. As a general matter, the Directors and employees of the Company will not be liable for actions taken or not taken, or for determinations made, in connection with the 2022 Plan, and such individuals will be indemnified by the Company in furtherance of the foregoing, except where such action, omission or determination was made in bad faith, through fraud or willful criminal act or omission, or where such indemnification would be prohibited by law or the Company’s by-laws.

Shares Authorized

The maximum number of shares of common stock that may be covered by awards granted under the 2022 Plan will not exceed 500,000 shares of Class B Common Stock in the aggregate, which we currently expect to be sufficient for the entire 10-year term of the 2022 Plan. This share limit will be subject to adjustments as provided under the 2022 Plan. Shares issued under the 2022 Plan may be either authorized and unissued shares, treasury shares, shares reacquired by the Company or any combination of the foregoing. On March 16, 2022, the closing price of a share of Class B Common Stock was $597.90.

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Shares covered by awards under the 2022 Plan will only be counted against the share limit to the extent they are actually issued and delivered. Accordingly, if an award is forfeited, canceled or settled, in whole or in part, for cash or if shares are withheld to pay the exercise price of an option or to satisfy any tax withholding requirement in connection with an award, only the shares issued (if any) will be deemed delivered for purposes of determining the number of shares that remain available for delivery under the 2022 Plan. Shares of Class B Common Stock covered by awards granted pursuant to the 2022 Plan in connection with the assumption, replacement, conversion or adjustment of outstanding equity-based awards in the context of a corporate acquisition or merger shall not count as delivered under the 2022 Plan for these purposes.

Effect on Existing Plan

The ability to grant awards under the Graham Holdings Company 2012 Incentive Compensation Plan (the “Legacy Plan”) expired in accordance with the terms of the Legacy Plan on February 23, 2022. Therefore, no new awards may be granted under the Legacy Plan, however, the Legacy Plan will continue in full force and effect for purposes of administering any outstanding awards under the Legacy Plan made prior to February 23, 2022.

Non-Employee Director Limits

The 2022 Plan provides that no non-employee Director may be paid or granted, in any fiscal year and in connection with such services, cash compensation and equity awards with an aggregate value greater than $750,000 ($1,000,000 in the case of the Chairman of the Board). The foregoing does not apply to compensation or awards provided for services other than those of a Director (e.g., for services provided as an employee or consultant).

Adjustments

In the event the shares of Class B Common Stock are affected by any extraordinary dividend, distribution, recapitalization, rights offering, stock split, reverse stock split, split-up or spin-off, the Compensation Committee shall equitably adjust (1) the number of shares with respect to which awards may be granted under the 2022 Plan and (2) the terms of any outstanding award, including the number of shares subject to the award and the exercise price, if any, so as to prevent the enlargement or diminishment of the benefits provided thereunder.

In addition, in the event of any reorganization, merger, consolidation, combination, repurchase or exchange of shares or other similar transaction affecting the shares of Class B Common Stock, the Compensation Committee may make any equitable adjustment described under the preceding paragraph and may also provide that (1) outstanding awards will be canceled in exchange for a cash payment (or no payment in the case of out-of-the-money options and SARs) and (2) options and SARs will expire if not exercised prior to a specified date.

Award Types

The 2022 Plan allows for grants of the following types of incentive awards: (1) options; (2) SARs; (3) restricted shares; (4) restricted stock units (“RSUs”); (5) deferred stock units (“DSUs”); (6) cash incentive awards; and (7) other equity-based or equity-related awards. Subject to the terms and limitations set forth in the 2022 Plan, awards may be settled in cash, stock or a combination of the foregoing.

Options and SARs

Options granted under the 2022 Plan may only be “non-qualified stock options”, i.e., options that do not qualify as “incentive stock options” under the Internal Revenue Code. SARs may also be granted, which are awards that entitle the participant to receive the excess of the fair market value of a share of Class B Common Stock on the date of exercise over the exercise price. The exercise price of an option or SAR is determined by the Compensation Committee, but may not be less than the fair market value of a share of Class B Common Stock on the date of grant. The maximum term of each option or SAR will be 10 years. In connection with the exercise of an option, the participant must pay the exercise price in cash or in any other method approved by the Compensation Committee.

Restricted Shares and RSUs/DSUs

Prior to the end of the restricted period, shares granted as restricted stock may not be sold, and will be forfeited in the event of termination of employment in specified circumstances. Aside from the risk of forfeiture and non-transferability, an award of restricted stock entitles the participant to the rights of a shareholder of the Company, including the right to vote the shares and to receive dividends, unless otherwise determined by the Compensation Committee.

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RSUs and DSUs give a participant the right to receive shares at the end of a specified vesting and/or deferral period. Prior to settlement, RSUs and DSUs carry no voting or dividend rights or other rights associated with stock ownership, but dividend equivalents may accrue and become payable, if authorized by the Compensation Committee.

Cash Incentive Awards

Payment of cash incentive awards may be subject to any performance criteria or other payment conditions that are imposed by the Compensation Committee.

Other Stock-Based Awards

The Compensation Committee is permitted to grant other types of awards based upon the Class B Common Stock, including fully vested stock and dividend equivalent rights.

Duration and Amendment

The Board may at any time suspend or terminate the 2022 Plan or revise or amend it in any respect whatsoever, except that shareholder approval will be required to (1) increase the share limit or director pay limit (other than increases pursuant to the adjustment provisions of the 2022 Plan), (2) expand the class of individuals eligible to participate in the 2022 Plan, (3) extend the expiration date of the 2022 Plan or (4) allow for the repricing of options or SARs. No such amendment or termination may, without the consent of the affected participant, materially and adversely affect the rights of such participant with respect to a previously granted award.

The 2022 Plan will be effective if and when it is approved by shareholders, and will remain in effect until the tenth anniversary of such approval, provided that the 2022 Plan will remain in effect past such date solely for the purposes of administering previously granted awards that remain outstanding.

United States Federal Income Tax Consequences

The following discussion is a general summary of the principal U.S. federal income tax consequences under U.S. law relating to awards granted to employees under the 2022 Plan. This summary is not intended to be exhaustive and, among other things, does not describe state, local or foreign income and other tax consequences. The federal income tax law and regulations are frequently amended, and participants should rely on their own tax counsel for advice regarding federal income tax treatment under the 2022 Plan.

Options and SARs

The grant of an option or SAR will create no tax consequences for the participant or the Company. Upon exercise of an option, a participant generally must recognize ordinary income equal to the aggregate fair market value of the shares acquired minus the aggregate exercise price. Upon exercise of a SAR, a participant generally must recognize ordinary income equal to the value of the cash received (generally the difference between the fair market value of a share of Class B Common Stock and the exercise price of the SAR). A participant’s disposition of shares acquired upon the exercise of an option generally will result in only capital gain or loss.

Other Awards

Other awards under the 2022 Plan generally will result in ordinary income to the participant at the later of the time of delivery of cash, shares or other property underlying such awards, and the time that either the risk of forfeiture or restriction on transferability lapses on previously delivered cash, shares or other awards.

Company Deduction

Except as discussed below, the Company will generally be entitled to a tax deduction equal to the amount recognized as ordinary income by the participant in connection with options, SARs or other awards. The Company’s ability to claim a deduction will be contingent on applicable reporting requirements having been met and that the income is not an “excess parachute payment” within the meaning of Section 280G of the Internal Revenue Code and is not disallowed by reason of the $1 million limitation on certain executive compensation under Section 162(m) of the Internal Revenue Code.

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Section 409A

Section 409A of the Internal Revenue Code provides special tax rules applicable to certain compensation arrangements that provide for a deferral of compensation. Failure to comply with those requirements will result in accelerated recognition of income for tax purposes along with an additional 20% penalty tax. The 2022 Plan and awards thereunder are generally intended to be designed and administered so that any awards that are considered to be deferred compensation will not give rise to any negative tax consequences to the recipient under these provisions.

Plan Benefits

All future awards to directors, executive officers and employees will be made at the discretion of the Compensation Committee, the Board or any Directors or officers to whom authority to grant awards has been delegated under the 2022 Plan. Therefore, the Company cannot determine future benefits under the 2022 Plan at this time. Information regarding the Company’s recent practices with respect to equity-based compensation under the Legacy Plan is presented elsewhere in this Proxy Statement and in the Company’s Annual Report on Form 10-K, filed on February 25, 2022.

Legacy Plan Use and Net Burn Rate

The following table provides an overview of the Company’s grant history and burn rate calculation during the past three fiscal years. As shown in the table, the number of awards the Company granted under the Legacy Plan as a percentage of the Company’s shares of Class B Common Stock outstanding, which is commonly referred to as the “burn rate,” averaged 0.9% over the last three fiscal years.

Equity Compensation Plan Information

The following table and the footnotes thereto set forth certain information as of December 31, 2021, concerning compensation plans of the Company under which equity securities of the Company are authorized to be issued. All equity awards are with respect to shares of Class B Common Stock.

Vote Required

The effectiveness of this proposal requires only the favorable vote of a majority of the holders of Class A Common Stock present or represented at the Meeting. Nevertheless, the Board of Directors of the Company has determined to condition the effectiveness of the proposal on the favorable vote of a majority of the holders of Class A Common Stock present or

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represented at the Meeting and a majority of the holders of Class B Common Stock present or represented at the Meeting, voting as separate classes. For this purpose, broker non-votes will have no impact on the voting results and abstentions will have the effect of a negative vote.

THE BOARD OF DIRECTORS RECOMMENDS A VOTE “FOR” APPROVAL OF THE 2022 INCENTIVE COMPENSATION PLAN.

PROPOSAL 2:3: ADVISORY VOTE TO APPROVE 20202021 COMPENSATION AWARDED TO

NAMED EXECUTIVE OFFICERS

As required by Section 14A of the Securities Exchange Act of 1934 and the corresponding SEC rules, the Company is seeking an advisory, non-binding shareholder vote from its Class A Shareholders with respect to compensation awarded to its named executive officers for 2020.2021. On May 4, 2017, the Company’s Class A Shareholders voted unanimously in favor of an annual, non-binding shareholder advisory vote on executive compensation and, in consideration of the outcome of the frequency vote, the Board determined to hold such advisory vote each year. The Company’s executive compensation program and compensation paid to its named executive officers are described under the heading “Executive Compensation” in this Proxy Statement. The Compensation Committee oversees the program and compensation awarded, adopting changes to the program and awarding compensation as appropriate to reflect the Company’s circumstances and to promote the main objective of the program: to motivate talented employees in order to increase value for shareholders by facilitating long-term growth of the Company. If you are a Class A Shareholder, you may vote for or against the following resolution, or you may abstain. The Compensation Committee will consider the outcome of the vote, along with other relevant factors, in evaluating its executive compensation program.

Resolved, that the compensation paid to the Company’s named executive officers for 2020,2021, as disclosed pursuant to the compensation disclosure rules of the SEC, including the Compensation Discussion and Analysis, the compensation tables, narrative discussion and related material included in this Proxy Statement, is hereby APPROVED.

THE BOARD OF DIRECTORS RECOMMENDS THAT CLASS A SHAREHOLDERS VOTE “FOR” THE APPROVAL OF THE FOREGOING RESOLUTION.

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EXECUTIVE COMPENSATION

Compensation Discussion and Analysis

This Compensation Discussion and Analysis describes the Company’s executive compensation principles and programs, with a focus on the decisions of the Compensation Committee of the Board of Directors (the “Committee”) regarding 20202021 compensation for the Company’s named executive officers. The named executive officers for 20202021 were as follows:

Overview of Compensation Program

The Committee has responsibility for establishing and continually monitoring adherence to the Company’s compensation philosophy–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, chaired by Anne M. Mulcahy and including Lee C. Bollinger, Larry D. ThompsonDr. Tony Allen and Katharine Weymouth, seeks to establish total compensation packages that are attractive to employees and comparable to, but not dramatically different from, those offered by peer companies with comparable revenue in similar industries. Through regular meetings and discussions with management, the Committee ensures that the total compensation paid to all executives, including named executive officers of the Company, is fair, reasonable 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. Annual plans are used to motivate and reward management for achieving specific yearly goals. Long-term plans, typically three or more years in duration, are designed to reward cumulative long-term goals. All performance criteria, however, including those in annual or relatively short-term plans, are designed to reward executives for making decisions that will enhance the long-term value of the Company. Compensation paid pursuant to these plans may be cash or stock-based compensation. The Company has historically favored cash compensation over non-cash compensation, as management and the Committee believe that cash incentives provide more targeted rewards for specific performance. However, the Company does not apply a specific formula for allocating between cash and non-cash compensation or short- and long-term compensation. Instead, management and the Committee 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 performance-based annual bonus plans and three- or four-year cash-based Long-Term Incentive Plans (“LTIPs”) (including the Performance Unit Plan and/or the Kaplan LTIP in the case of Mr. Rosen) and, in certain circumstances, have received 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.

COVID-19 Impact On Compensation

The COVID-19 pandemic made 2020 a year of profound societal and economic disruption globally. Despite these challenges, the Company demonstrated continued resiliency and worked aggressively to keep its employees and customers safe with improved cost structures at many of its businesses. The contributions of the Company’s executive leadership through the COVID-19 pandemic over the last year were a key component to the strength and durability of our strategy. We took the following actions with respect to our compensation program, among others, in 2020:

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Director, President and Chief Executive Officer or senior management compensation and has sole authority to approve the consultant’s fees and other retention terms. The Committee also has authority to obtain advice and assistance from internal or external legal, accounting or other advisors. In 2020, the Committee retained Semler BrossyNo external consultants were engaged to review theadvise on executive compensation package of Mr. O’Shaughnessy in relation to a stock option grant made in September 2020. The Committee reviews the performance, independence and conflict of interests of its compensation consultant in accordance with applicable standards, and no independence or conflict of interest issues were identified in connection with Semler Brossy.2021.

During 2020,2021, the Committee met six times. A copy of the Company’s Compensation Committee Charter is available under the “Investor Relations–Corporate Governance” tab at www.ghco.com.

Role of Executive Officers in Compensation Decisions

Mr. O’Shaughnessy, President and Chief Executive Officer, and Ms. Denise Demeter,Sandra Stonesifer, the former Vice President–Chief Human Resources Officer and secretary of the Committee, attended all six Committee meetings. Ms. Sandra Stonesifer, the current Vice President–Chief Human Resources Officer, attended the last three Committee meetings of 2020.in 2021.

Mr. O’Shaughnessy and the Chief Human Resources Officer recommend to the Committee the size of each component of compensation for each of the executive officers (other than their own) and for all employees earning annual salaries of $400,000 or more or bonuses of $250,000 or more. Recommendations may be based on a discussion with the employee’s division head, a review of his or her performance and a comparison of any available compensation survey data for that position and geographic area. The Committee examines each of the suggested compensation actions and, in its sole discretion, may modify the awards when appropriate to better reflect the goals of the Company. The Committee makes all compensation decisions for the executive officers of the Company and relevant employees, except with respect to any perquisites under $200,000 per named executive officer that may be approved by Mr. O’Shaughnessy.

Mr. O’Shaughnessy wasand Ms. Stonesifer were not present during the portion of the Committee meetings when his or her compensation, or that of his wife, Laura O’Shaughnessy,as applicable, was discussed by the Committee. Laura O’Shaughnessy retired from the Company in August 2020 following 10 years as Chief Executive Officer of SocialCode.

Setting Executive Compensation

To meet the Committee’s objectives, at its request, the President and Chief Executive Officer and the secretary of the Committee draft annual and long-term incentive-based cash and non-cash executive compensation plans. The Committee

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Risk Assessment of Compensation Program

During 2020,2021, the Compensation Committee met with Mr. O’Shaughnessy and Ms. DemeterStonesifer to review and discuss the impact of executive compensation programs on organizational risk. The Compensation Committee determined that compensation programs have sufficient risk mitigation features in each of the plans and do not encourage or reward employees for taking excessive or unnecessary risk. The Compensation Committee believes that the Company’s compensation programs constitute an appropriate mix of short- and long-term incentive compensation that rewards employees, while balancing risks through the delayed payment of long-term awards. As a result of the compensation risk review, the Compensation Committee determined that the overall risk of compensation programs exposing the organization to unnecessary or excessive risks that threaten the value of the Company is low. In addition, the Company’s insider trading policy, which prohibits directors and executive officers from engaging in hedging transactions with respect to the Company’s securities in order to hedge the economic risk of owning the Company’s securities, is intended to enhance the Company’s efforts at risk mitigation.

Elements of Compensation

As described below, a significant portion of the Company’s executive compensation is linked directly to business unit and corporate performance and stock appreciation. The compensation package offered by the Company to its executive officers comprises the following components:

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earned. The payout upon the achievement of such goals is equal to a percentage of base salary, which is also set at the beginning of the year. Those percentages are determined on an individual basis, taking into account the responsibilities, prior experience and recent performance of the relevant employee. The 20202021 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%; Ms. Maddrey,Mr. Maas, 40%; and Ms. Demeter,Maddrey, 40%. None of the target bonuses for the named executive officers changed in 2020.2021.

In 2020,2021, 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. For details regarding Mr. Rosen’s annual bonus, see below. The potential payouts for the annual bonus range from 0% to 200% of target, based on actual Company or business unit financial performance, with a threshold achievement of 80% of the diluted earnings per share target for the Company necessary for any amounts to be paid with respect to the 20202021 annual bonus for the applicable named executive officers (which would be paid at a threshold level of 50% of target bonus), and the maximum potential payout available in the event 140% of the diluted earnings per share target for the Company is attained (which would be paid at a maximum level of 200% of the target bonus). Management and the Committee believe that they have designed the targets to be challenging, but achievable. The Company has achieved its financial goals and paid out at or above target in the annual bonus portion of the 2012 ICPLegacy Plan in two of the past five years; in 2020, 2019 and 2017, the Company achieved less than 100% of its earnings per share goal, as adjusted to exclude certain items.

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unbudgeted foreign exchange impact) versus a target of $97.4$89.6 million, or 51%125% achievement, which did not resultresulted in anya 149% payout of the portion of Mr. Rosen’s bonus attributable to Kaplan’s enterprise operating income. Kaplan enterprise revenue totaled $1,307.1$1,280.5 million (adjusted for unbudgeted foreign exchange impact) versus a target of $1,477.2$1,267.0 million, or 88%101% achievement, which did not resultresulted in anya 105% payout of the portion of Mr. Rosen’s bonus attributable to Kaplan’s enterprise revenue. Kaplan Languages Group’s operating loss totaled $38.7 million versus a target of $30.0 million, or 71% achievement, which resulted in a 71% payout of Mr. Rosen’s bonus attributable to Kaplan Languages Group’s operating loss. Kaplan Languages Group’s weeks sold totaled 145,000 versus a target of 90,000, or 161% achievement, which resulted in a 150% payout of Mr. Rosen’s bonus attributable to Kaplan Languages Group’s weeks sold.

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 2012 ICPLegacy Plan also provides for grants of restricted stock and restricted stock units of the Company. To determine the number of shares to be granted, the Committee considers on an individual basis the estimated value of shares already held, the level of contribution the employee has previously made and the potential of the employee to bring additional value to the Company. TheFor restricted stock, the shares generally cliff vest at the conclusion of a four-year vesting period and accelerate vesting only at the discretion of the Committee.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 20172019 and January 2019.2021. The 20172019 grants vestedvest in January 20212023 and the 20192021 grants will vest in January 2023.2025. In connection with Ms. Demeter’s retirement,Mr. Maas’ promotion to executive vice president in January 2022, the Compensation Committee approved the acceleratedgrant of restricted stock units with performance-based vesting effective on December 31, 2020, of Ms. Demeter’s 2019 grant, which consisted of 400 shares.conditions. For additional information regarding the restricted stock and restricted stock unit awards, see the Outstanding Equity Awards at Fiscal Year-End table.

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Awards under the 2021–2024 cycle are based on a six-pronged formula consisting of (1) the value of Kaplan’s cumulative operating income during the four-year period excluding amortization of intangibles, Kaplan stock compensation and restructuring charges (up to 30% of the total $200 maximum payout per unit); plus (2) the value of a Performance Unit under the Graham Media Group valuation during the four-year period, as set forth below (up to 25% of the total $200 maximum payout per unit); plus (3) the value of cumulative operating income excluding amortization of intangibles during the four-year period for Hoover, Dekko, Joyce and Forney (up to 10% of the total $200 maximum payout per unit); plus (4) the value of the cumulative operating income excluding amortization of intangibles during the four-year period for Graham Healthcare Group (including equity in earnings of affiliates) (up to 12.5% of the total $200 maximum payout per unit); plus (5) the value of Framebridge’s cumulative gross profit during the four-year period (up to 12.5% of the total $200 maximum payout per unit); plus (6) the value of the cumulative operating income excluding amortization of intangibles for Graham Automotive (excluding CarCare To Go), Clyde’s Restaurant Group, Code3, Decile, Slate, Foreign Policy and CyberVista (up to 10% of the total $200 maximum payout per unit).

The Committee selected these targets because they reflected the key priorities for the Company on the grant date (or the amendment date, as applicable) for the applicable time periods. The values of Performance Units in the 2017–20202019–2022 and the 2019–20222021–2024 cycles are determined at the conclusion of those cycles based on the performance criteria described below.

For the 2017–2020 cycle, the performance measure used for Kaplan was the cumulative operating income over the four-year period of $500 million, adjusted to exclude amortization of intangibles, Kaplan stock compensation and restructuring charges.

For the 2019–2022 cycle, the performance measure used for Kaplan is a two-pronged formula consisting of (1) Kaplan Higher Education’s cumulative operating income of $65 million during the four-year period excluding amortization of intangibles and restructuring charges; and (2) the value of Kaplan Other Businesses’ (Total Kaplan excluding Kaplan Higher Education) cumulative operating income of $431 million, excluding amortization of intangibles, Kaplan stock compensation and restructuring charges.

For the 2021–2024 cycle, the performance measure used for Kaplan is the total Kaplan cumulative operating income of $438 million during the four-year period excluding amortization of intangibles, Kaplan stock compensation and restructuring charges. The Committee will determine the cumulative achievement of Kaplan no later than Spring 2025 or as soon as practical after the results are approved.

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Unit Plan to include cumulative operating income goals for newly acquired companies: Clyde’s Restaurant Group (acquired by the Company in the third quarter of 2019), Clarus Care and CSI Pharmacy (Graham Healthcare Group acquired a majority stake in both companies in the fourth quarter of 2019), and Framebridge (acquired by the Company in the second quarter of 2020).

For the 2017–20202021–2024 cycle, Kaplan’sthe performance measure for Healthcare (including equity in earnings of affiliates) is cumulative operating income of $500$122 million excluding amortization of intangibles. For the 2021–2024 cycle, the performance measure for Framebridge is cumulative gross profit of $151 million over the four-year period, adjusted to exclude amortization of intangibles, Kaplan stock compensation and restructuring charges was not achieved, resulting in a payout of $0 per unit with respect to the portion of the performance attributable to Kaplan.period.

For the 2017–2020 cycle, GMG’s cash flow ranked number one overall for the four-year period. In addition, in each of the four years during the cycle, GMG’s cash flow was 2% higher than that of the nearest competitor among the peer companies, resulting in a payout of $60 per unit with respect to the portion of the performance attributable to GMG.

For the 2017–2020 award2021–2024 cycle, the performance measure duringfor the four-year period for SocialCode (excluding LTIP), Slate, Megaphone (including Megaphone LTIP costs and the non-operating pre-tax gain and retained costs associated with the sale of Megaphone) Foreign Policy, Graham Healthcare Group (including equity in earnings), Group Dekko, Forney Corporation, Joyce/Dayton Corp. and Hoover Treated Wood Products was based on adjustedManufacturing Business is cumulative operating income of $375$172 million, excluding amortization of intangibles. The Manufacturing Businesses include Hoover, Dekko, Joyce and Forney. In addition, the performance measure for the following other businesses is cumulative operating loss of $5 million excluding amortization of intangibles, resulting in a payout of $66.63 per unit with respect to the portion of performance attributable to these businesses.

Performance Units for the 2017–2020 award cycle were valued at $127 per unit, based on achievement of the above-described performance measures. Performance Unit payouts for the named executive officers for the 2017–2020 award cycle were made in March 2021Graham Automotive (excluding CarCare To Go), Clyde’s Restaurant Group, Code3, Decile, Slate, Foreign Policy, Pinna and are included in the Summary Compensation Table.CyberVista.

Because the performance measures that compose the valuation formula for Performance Units in both the 2019–2022 cycle includesand 2021–2024 cycles include cumulative measures applicable to Kaplan, GMG and the other applicable business units, it is not possible to

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Eligible Corporate employees hired or rehired by the Company on or after September 1, 2009, participate in the Cash Balance Retirement Program (“CBRP”). Eligible Corporate employees who were actively employed on or after August 1, 2012, also participate in the Secure Retirement Account (“SRA”). Both the CBRP and the SRA are non-contributory defined benefit programs expressed in the form of hypothetical account balances that grow through quarterly pay-based credits and quarterly interest credits. Corporate 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 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 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 Supplemental Executive Retirement Plans

The Company maintains an unfunded SERP that was designed to retain and recruit key executives. Mr. Rosen participates in the SERP. Participants in the SERP were selected by management as employees whom management most wanted to retain because of their superior performance and were approved for participation by the Committee. The Company closed the plan to new participants as of December 2015.

To offset limitations placed on the income that can be considered in the formulas of retirement plans and benefits that can be payable from the plans, the SERP provides a “supplemental retirement benefit.” This benefit is calculated under the rules of the qualified defined benefit retirement plan, but without reference to such income and benefit limitations, and includes in the calculation compensation from annual bonuses in the case of Mr. Rosen. In any instance in which a retiring executive’s supplemental retirement benefit exceeds the benefit payable by the qualified defined benefit plan or plans, the Company will pay the excess to him or her as a supplemental retirement benefit.benefit under the SERP. Benefits provided under the SRA of the qualified retirement plan are not covered by the SERP.

The SERP also provides key executives, including Mr. Rosen, with tax deferred accruals of amounts proportionate to the benefits available to non-highly compensated participants in the Company’s 401(k) savings plan, to the extent that such accruals exceed those under the Company’s basic plans because of the tax law limitations (currently $58,000)$61,000). The executive is required to defer compensation to the SERP savings plan in order to receive the applicable matching Company contribution each year.

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Under the terms of Mr. O’Shaughnessy’s letter agreement, and as consideration for the benefits provided in the agreement, Mr. O’Shaughnessy 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.

Mr. Rosen’s Agreement

The Company entered into a letter agreement with Mr. Rosen in April 2014 to incentivize him to accept the position of 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 an irrevocable separation and release agreement 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.

Ms. Demeter’sMr. Maas’ Agreement

To ensure business continuity, theThe Company entered into a consultingletter agreement effective January 1, 2021, with Ms. Demeter under which Ms. Demeter provides consulting servicesMr. Maas in August 2015 to incentivize him to accept the Company as an independent contractor for a periodposition of six months following her retirement asSenior Vice President–Chief Human Resources OfficerPlanning and Development in the Corporate Office of theGraham Holdings Company. Pursuant to her consultinghis letter agreement, Ms. Demeter isMr. Maas was entitled to receive compensationa grant of $19,792 per month3,500 Performance Units in the 2015–2018 cycle. He was also granted a new-hire option award of 2,000 (post Cable ONE spin-off) stock options. In addition, pursuant to reimbursementMr. Maas’ letter agreement, if he is terminated for business expenses. The consultingany reason other than cause while his new-hire option award remains outstanding, subject to the execution of a separation and release agreement may be terminated atwithin 30 days following his termination, he will vest in the next tranche of options that is scheduled to vest after his termination, and he will have up to three months (or shorter if through the expiration date of the award) following termination to exercise any time by either party.vested options.

Results of Shareholder Advisory Votes on Executive Compensation

At the 20202021 Annual Meeting of Shareholders, the Company’s Class A Shareholders unanimously approved the overall 20192020 compensation for its named executive officers, including the policies and practices related thereto. The Company believes this vote reflected Class A Shareholder approval of its pay-for-performance philosophy and the absence of pay practices that shareholdersClass A Shareholders consider problematic. Accordingly, the Committee generally continued to apply the same principles in determining the amounts and types of executive compensation for 20202021 as outlined in its compensation philosophy and framework. The Committee values the shareholder feedback provided through the vote and will consider the results of the vote, as well as future votes, in refining the development of the Company’s compensation program and goal setting in the future.

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The following table shows the compensation paid by the Company during the most recent three years to our named executive officers.

SUMMARY COMPENSATION TABLE

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ALL OTHER COMPENSATION

The following table provides information on awards made under the 2012 ICPLegacy Plan to each of the named executive officers in 2020.2021. Awards granted to the named executive officers under the 2012 ICPLegacy Plan in 20202021 include annual incentive awards, performance units and restricted stock options awards.

GRANTS OF PLAN-BASED AWARDS

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The following table shows the number of shares covered by exercisable and unexercisable options and unvested restricted stock held by the Company’s named executive officers on December 31, 2020.2021.

OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END

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