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DEF 14A
GRAHAM HOLDINGS CO filed this Form DEF 14A on 03/23/2017
Entire Document
 


NON-QUALIFIED DEFERRED COMPENSATION

The following table includes information related to the SERP and the Deferred Compensation Plan. Among the benefits provided under the SERP is a supplemental defined contribution plan benefit wherein the Company provides a matching contribution percentage up to 4% of the participating executive’s base salary in excess of the annual covered compensation limit applied to qualified plan benefits. The executive is required to make contributions to the SERP in order to receive the applicable matching Company credit each year. The Deferred Compensation Plan provides an opportunity for participants to voluntarily defer the receipt of all or a portion of annual bonus and/or certain long-term cash awards made under the 2012 ICP. Elections to defer must be filed in advance of earning such awards. The Company closed the SERP and the Deferred Compensation Plan to new participants as of December 2015. Deferred amounts under both plans will earn investment credits in accordance with the participant’s elections from a choice of investment indexes. Amounts deferred under the SERP are payable on the first day of the seventh month following termination of service. Amounts deferred under the Deferred Compensation Plan are payable on the first business day of the seventh month following the date of separation from service or such other future date as specified by the participant at the time of election. Effective for deferrals made on or after January 1, 2014, amounts deferred under the Deferred Compensation Plan are payable no later than the first business day of the seventh month following the date of separation of service. Each of Messrs. Jones, Rosen and Rosberg received individual deferred compensation arrangements pursuant to his respective letter agreement with the Company, as described above under “Compensation Discussion and Analysis: Employment Agreements and Severance Packages.”

 

Name

(a)

 

 Executive Contributions 
in Last FY ($)

(b)1

 

 Registrant Contributions 
in Last FY ($)

(c)2

 

 Aggregate Earnings 
in Last FY ($)

(d)3

 

 Aggregate Withdrawals/ 
Distributions ($)

(e)4

 

 Aggregate Balance 
at Last FYE ($)

(f)5

Timothy J. O’Shaughnessy

         

Hal S. Jones

  21,800   28,340   205,011     4,096,149

Andrew S. Rosen

  40,800   40,800   333,906     4,212,053

Wallace R. Cooney

         

Nicole M. Maddrey

         

Gerald M. Rosberg

  483   628   89,988   (1,725,351)  

 

1. Amounts in this column represent contributions by the named executive officer to the SERP as follows: Mr. Jones, $21,800; Mr. Rosen, $40,800; and Mr. Rosberg, $483. Executive contributions to the SERP are included in the Salary, Bonus and Non-Equity Incentive Plan Compensation columns of the Summary Compensation Table.

 

2. Amounts in this column represent Company contributions to the SERP as follows: Mr. Jones, $28,340; Mr. Rosen, $40,800; and Mr. Rosberg, $628.

 

3. Amounts in this column represent investment gains or losses to the SERP and to the Deferred Compensation Plan, based on the named executive officer’s investment elections as follows: Mr. Jones, $(11,540) to the SERP and $216,551 to the Deferred Compensation Plan; Mr. Rosen, $112,334 to the SERP and $221,572 to the Deferred Compensation Plan; and Mr. Rosberg, $89,988 to the SERP. These gains and losses are not included in the Summary Compensation Table; the gains and losses reflect market performance of investment indexes selected by the named executive officer.

 

4. The amount in this column represents the payments to Mr Rosberg in 2016 of $725,351 from the SERP and $1,000,000 from the Rosberg Individual Deferred Compensation Arrangement.

 

5. Amounts in this column represent balances at December 31, 2016, for the SERP and the Deferred Compensation Plan as follows: Mr. Jones, $575,732 in the SERP, $2,120,417 in the Deferred Compensation Plan and $1,400,000 attributable to the Jones Individual Deferred Compensation Arrangement; and Mr. Rosen, $1,450,201 in the SERP, $2,761,852 in the Deferred Compensation Plan. The following amounts were reported as compensation to the named executives in the Summary Compensation Table for years beginning 2012 (excluding 2016): Mr. Jones, $178,020 and Mr. Rosberg, $136,551; and for years beginning 2014 (excluding 2016): Mr. Rosen, $163,500.

Potential Payments Upon Termination or Change in Control

General

The Company does not have any agreements with any of the named executive officers that provide payments in conjunction with a change in control. A description and quantification of the estimated dollar value of potential severance payments and other benefits that would be provided to the named executive officers (or, in the case of death, to their respective estates or beneficiaries) under the named executive officer’s respective letter or employment agreements, option award agreements and individual arrangements following a termination of their employment is described below, assuming, in accordance with the SEC regulations, all relevant events occurred on December 31, 2016. For purposes of the valuations below, the price of Class B Common Stock (to which all applicable equity awards relate) is assumed to be $516.78, which was the average of the high and low share price on December 31, 2016.

Upon a termination of employment, each of Messrs. Jones, Rosen and Cooney and Ms. Maddrey would be entitled to pension and, if applicable, deferred compensation plan benefits in accordance with the terms of the pension and deferred compensation plans and arrangements in which they may participate, as described above in “Executive Compensation: Pension Benefits” and “Executive Compensation: Non-Qualified Deferred Compensation.”

 

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