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GRAHAM HOLDINGS CO filed this Form DEF 14A on 03/23/2017
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The Company adopts a holistic view on executive compensation. The Company compares its executive salaries, annual bonuses and long-term incentives to those of companies in similar industries and with comparable revenues and generally considers the compensation structures maintained by similarly situated companies, but does not target its executive compensation at a certain level or percentage based upon other companies’ arrangements. At least once a year, the Committee evaluates the individual compensation of the Company’s senior executives (including the named executive officers) against market data provided by outside surveys or public information (such as the proxy filings of peer companies). The Committee defines its peer group as companies operating in the same industries (Conglomerates, Education and Media) with one-half to two times the Company’s prior fiscal year revenue. In 2016, the Committee reviewed data from the Equilar Executive Compensation Survey and the U.S. Mercer Benchmark Database (“MBD”): Executive Survey. Where public data for comparable roles were available, the Committee also considered the compensation of its senior executives (including the named executive officers) in relation to the following peer companies:


Aerojet Rocketdyne Holdings

   Houghton Mifflin Harcourt Co.


   ITT Corporation

American Public Education, Inc.

   ITT Education Services, Inc.

Apollo Education Group, Inc.

   John Wiley & Sons Inc.

Career Education Corp.

   LeapFrog Enterprises Inc.

Carlisle Companies Incorporated

   MAXIMUS, Inc.

Clear Channel Outdoor Holdings Inc.

   Meredith Corporation

Cogeco Cable Inc.


Cogeco Inc.


Corinthian Colleges Inc.

   Scholastic Corporation

Crane Co.

   E. W. Scripps Company

DeVry Education Group Inc.

   Scripps Networks Interactive, Inc.

Dex Media, Inc.

   Strayer Education Inc.

Education Management Corporation

   Tegna Inc.

Franklin Covey, Co.

   Teleflex Incorporated

Gannett Co., Inc.

   The New York Times Company

Grand Canyon Education, Inc.

   Transcontinental Inc.

Harsco Corporation

   Tribune Media

As described below, a significant portion of the Company’s executive compensation is linked directly to business unit and corporate performance and stock price appreciation. The Committee intends to continue the policy of linking executive compensation to corporate performance and returns to shareholders. The Committee intends to provide that such compensation be paid under the 2012 ICP, which provides for the payment of compensation in accordance with the requirements of Section 162(m) of the Code, concerning the deductibility of executive compensation. The Committee may, however, establish compensation programs or grant compensation that do not meet the requirements under Section 162(m) of the Code and which, therefore, may not be deductible to the Company, if the Committee determines that such programs or the payment of such compensation are otherwise in the best interests of the Company and its shareholders.

Risk Assessment of Compensation Program

During 2016, the Compensation Committee met with Mr. O’Shaughnessy and Ms. Demeter 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.