The functions of the Compensation Committee include (i) reviewing and approving the compensation of the Companys Chief Executive
Officer and President and other members of senior management (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 Companys compensation plans; and (iii) preparing any report on executive compensation required by the rules and regulations of the SEC. A current copy of the Compensation Committees Charter is
available on the Companys 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, Barry Diller, Anne M. Mulcahy (Chairman) and Larry D. Thompson served on the Compensation
Committee in 2016. 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
The Compensation Committee held six meetings in 2016.
of the Finance Committee include (i) reviewing with management the capital needs of the Company and (ii) considering and making recommendations to the Board related to dividend policy, major acquisitions and dispositions of businesses,
incurrence of indebtedness, selection of managers of defined benefit plan assets, stock repurchase programs and certain other financial matters.
Christopher C. Davis (Chairman), Barry Diller, Thomas S. Gayner, Donald E. Graham, Timothy J. OShaughnessy and Katharine Weymouth served
on the Finance Committee in 2016.
The Finance Committee held one meeting in 2016.
Executive Committee has 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, Barry Diller, Donald E. Graham (Chairman), Anne M. Mulcahy, Ronald L. Olson and Timothy J. OShaughnessy serve on
the Executive Committee.
The Executive Committee held no meetings in 2016.
The Board held a
total of five meetings in 2016. Each Director attended at least 75% of the meetings of the Board and the committees of the Board on which the Director served with the exception of Mr. Diller.
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. In addition to the Chairman, nine Directors attended the 2016 Annual Meeting of Shareholders.
non-employee Directors received the following annual payments:
||$150,000 as a cash retainer; and |
||reimbursement of out-of-pocket expenses for the meetings they attended. |
Chair of a committee of the Board received an additional $20,000. 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.