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DEF 14A
GRAHAM HOLDINGS CO filed this Form DEF 14A on 03/31/1994
Entire Document
 
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per share growth by other media companies and final unit valuation. In May 1993,
the Compensation Committee determined that the final unit valuation, in
accordance with the Plan, was $90 per unit and the balance of the earned awards
was paid. Mr. Graham received a final payment of $79,642 for the balance due on
the Performance Units awarded to him for the 1989-92 Award Cycle. Payouts in
1993 to the named executives are shown in the column headed "LTIP Payouts" in
the Summary Compensation Table shown on page 13.
 

     In December 1992, executive officers were granted new Performance Units,
effective January 4, 1993, for the 1993-96 Award Cycle based on the same formula
for determining the number of Performance Units used in prior years. At that
time 5,928 Performance Units were granted to Mr. Graham. The number of Units
Awarded is determined by dividing an amount not exceeding 120% of the
individual's plan grad mid-point by $100. The payout opportunities for the
1993-1996 award cycle for Performance Units granted Mr. Graham will be based on
a weighted average of the earned payouts for the major operating divisions*
(subject to the Company achieving a minimum average return on equity). Awards to
the named executives are referenced on page 14. No additional awards of
Performance Units were granted during the balance of 1993.

 
     Restricted Stock.
 
     In December 1992, executive officers and other key employees were granted
new Restricted Stock for the 1993-96 Award Cycle, effective January 4, 1993,
based on the same formula for determining the number of shares of Restricted
Stock used in prior years, including 551 shares of Restricted Stock awarded to
Mr. Graham. The number of shares of Restricted Stock awarded is determined by
dividing an amount equal to 25% of the individual's Long-Term Incentive
Compensation Plan grade mid-point by the actual market value of the Company's
Class B Stock on the trading day immediately preceding the date on which such
awards are approved. Awards to the named executives are referenced in the
Summary Compensation Table shown on page 13. No additional awards of Restricted
Stock were granted during the balance of 1993.
 
     On January 4, 1993, the restrictions terminated on shares of Restricted
Stock awarded to Mr. Graham and the other named executives for the 1989-92 Award
Cycle. On that date, Mr. Graham received unrestricted title to 360 shares having
a fair market value of $82,373 on January 4, 1993.
 
     Special Incentives.
 
     From time to time the Compensation Committee adopts special targeted
incentive plans for key executives. These plans provide a one-time special
incentive opportunity based on the achievement of special quantifiable operating
objectives. In 1992 the Committee adopted a special incentive program for
Messrs. Ryan and Smith. In each case, a special incentive may be earned at the
end of a three-year period if certain financial goals relating to average annual
operating
- ---------------
 
     * The payout opportunities for the 1993-1996 award cycle for the payout
units granted to the executive officers with responsibility for the major
operating divisions will be based on the financial performance of such
individuals' operating division as compared to that of peer companies.
 
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