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DEF 14A
GRAHAM HOLDINGS CO filed this Form DEF 14A on 03/31/1994
Entire Document
 
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     The key elements of the Company's executive compensation consist of base
salary, annual bonus, performance units, restricted stock and stock options. The
Compensation Committee's policies with respect to each of these elements,
including the bases for the compensation awarded to Mr. Graham, the Company's
chief executive officer, are discussed below. In addition, while the elements of
compensation described below are considered separately, the Compensation
Committee takes into account the full compensation package afforded by the
Company to an individual, including pension and savings plan benefits,
supplemental retirement benefits and other benefits as well.
 
BASE SALARIES
 
     Base salaries for new executive officers are initially determined by
evaluating the responsibilities of the position held and the experience of the
individual, and by reference to the competitive marketplace for executive
talent, including a comparison to base salaries for comparable positions at
other media companies.
 
     Salary adjustments are generally implemented on a twelve-to eighteen-month
cycle and upon promotion. Such adjustments are determined by evaluating the
performance of the Company and the individual executive officer, and may also
take into account new responsibilities. In the case of executive officers with
responsibility for a particular business unit, such unit's financial results are
also considered, including, depending on the business unit, revenue, operating
income and cash flow. The Compensation Committee, where appropriate, also
considers other measures. These may include, among other factors, increases in
market share, reduction or cost containment in operating expenses, journalistic
achievements, improvements in product quality and improvements in relations with
customers, suppliers and employees, and comparisons to basic salaries for
comparable positions at other media companies. In order to preserve flexibility
in setting compensation, the Compensation Committee has not established specific
elements of Company or business unit performance which must be evaluated or
assigned relative weights to such elements. Different factors are considered in
evaluating each executive officer's base salary depending on such officer's
position and business unit.
 
     With respect to the base salary granted to Mr. Graham in 1993, the
Compensation Committee took into account a comparison of base salaries of chief
executive officers of peer companies, the Company's results in 1992 and the
performance of the Company. The Compensation Committee also took into account
Mr. Graham's service to the Company, his performance since 1979 as publisher of
The Washington Post and Mr. Graham's recommendation. Mr. Graham's base salary in
1993 remained at $400,000, the level established in 1991 upon his promotion to
President and chief executive officer.
 
INCENTIVE COMPENSATION PLANS
 
     The Company has two incentive compensation plans--the Annual Incentive
Compensation Plan and the Long-Term Incentive Compensation Plan--under which
awards are made primarily
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