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SEC Filings

GRAHAM HOLDINGS CO filed this Form DEF 14A on 03/31/1994
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     The Company's executive compensation program is based on the premise that
compensation should be competitive and linked to corporate performance. To that
end, the Company has developed an overall compensation strategy and compensation
plans that tie a significant portion of executive compensation to the Company's
success in meeting specified short-term and long-term performance goals and to
long-term appreciation in the Company's stock price. The strategy also supports
an environment that rewards Company and business unit achievement as compared to
that of industry performance levels over a number of years. The overall
objectives of this strategy are to attract and retain key executive talent
critical to the long-term success of the Company, to motivate these executives
to achieve goals inherent in the Company's business strategy, to link executive
and shareholder interests through equity-based plans and finally to provide a
compensation package that recognizes individual contributions as well as overall
business results.
     Each year the Compensation Committee conducts a full review of the
Company's executive compensation program. This review includes a comprehensive
report from the Company's Vice President of Human Resources assessing the
effectiveness of the Company's compensation program and comparing the Company's
executive compensation, corporate performance and total return to shareholders
to a group of corporations that represent the Company's most direct competitors
for executive talent. The Compensation Committee reviews the selection of peer
companies used for compensation purposes. Certain information about compensation
levels in other media companies included in this report is collected by
independent consultants. The Compensation Committee uses the median executive
compensation range of such peer companies as a guideline in setting the
compensation of the Company's executives. The peer companies used for
compensation purposes are constructed on a division by division basis and, thus,
are not necessarily identical to the peer group index in the Performance Graph
included in this proxy statement. For example, in determining the companies by
which to measure the Company's cable divison, the comparison is made with purely
cable companies or cable divisions within multimedia companies; in contrast the
peer group selected for comparison purposes in the Performance Graph consists of
companies with multimedia holdings. The annual compensation reviews permit an
ongoing evaluation of the link between the Company's and its business units'
performance and its executive compensation in the context of the compensation
programs of other companies and of the Company's total return to shareholders.
     The Compensation Committee determines the compensation of approximately the
40 most highly compensated corporate and divisional executives, including the
chief executive officer and the other individuals whose compensation is detailed
in this proxy statement (the "named executives"). In reviewing the individual
performance of the named executives, the Compensation Committee takes into
account the views of Mr. Graham and Mr. Spoon.