Sector: Consumer Discretionary
GRAHAM HOLDINGS COMPANY CLASS B · Meeting: May 5, 2026
Directors FOR
10
Directors AGAINST
0
Say on Pay
FOR
Auditor
FOR
Election of Directors
Long-tenured director with strong financial expertise as CEO of Markel Corporation and former CPA; GHC's 3-year TSR of +90.6% outperforms the peer group median by +67.4pp, well above the 65pp threshold for strong-positive TSR, so no TSR trigger fires; no overboarding, attendance, or independence concerns.
Chairman Emeritus and long-standing insider director with deep strategic knowledge; TSR trigger does not fire given strong outperformance; while he is the father-in-law of CEO Timothy O'Shaughnessy, the policy flags familial relationships to senior management as a concern primarily when the director is classified as independent — Mr. Graham is not designated independent and serves as a non-independent insider, so no independence-based flag applies.
Rejoined the board in 2025 after prior service, bringing government, policy, and corporate development experience; as a director who rejoined within the past 24 months he is exempt from the TSR trigger; no overboarding or attendance concerns noted.
Independent Chair of the Board with extensive executive leadership experience from Xerox; TSR trigger does not fire given strong peer outperformance; no overboarding, attendance, or independence concerns.
CEO and executive director; subject to the same TSR trigger as other directors but the trigger does not fire given GHC's +90.6% 3-year TSR and +67.4pp outperformance versus the peer group median, which is above the 65pp threshold applicable to strong-positive TSR; note that he has a familial relationship with Donald Graham (his father-in-law) but this relationship is fully disclosed and does not affect his independence designation as an executive director.
Independent director with extensive executive and governance experience from his career at General Motors; TSR trigger does not fire; no overboarding, attendance, or independence concerns.
Independent director and niece of Donald Graham; the policy flags familial relationships to senior management as a concern, but Ms. Weymouth's relationship is to the Chairman Emeritus (a non-executive role) rather than to a current senior executive, and the board has designated her as independent after considering this relationship; TSR trigger does not fire; no overboarding or attendance concerns.
Independent Class B director with higher-education and financial services expertise; joined in February 2021 and tenure now exceeds 24 months so is subject to the TSR trigger, which does not fire given strong peer outperformance; no overboarding or attendance concerns.
Independent Class B director with legal and regulatory expertise; joined in September 2022 and her tenure is approximately 42 months, so the TSR trigger applies but does not fire given strong outperformance; no overboarding or attendance concerns.
Lead Independent Director and Chairman of Finance Committee with deep investment and financial expertise; long-tenured director and TSR trigger does not fire given GHC's strong peer outperformance; no overboarding, attendance, or independence concerns.
All ten director nominees pass the policy screens. GHC's 3-year total shareholder return of +90.6% outperforms the company-disclosed peer group median by +67.4 percentage points, which does not exceed the 65pp threshold required to trigger a AGAINST vote for strong-positive TSR performance. All directors meet attendance requirements (each attended at least 75% of meetings), no director is overboarded, and audit committee members have appropriate financial expertise. The one familial relationship flag (O'Shaughnessy/Graham) is fully disclosed and does not affect applicable independence designations.
CEO
Timothy J. O’Shaughnessy
Total Comp
$3,989,759
Prior Support
100%%
The CEO's total compensation of approximately $4.0 million is modest for a company with a $4.6 billion market cap, consisting primarily of base salary ($1.2 million) and performance-based incentive pay ($2.7 million in cash incentives tied to diluted earnings per share targets), with a pay mix heavily weighted toward variable compensation. GHC's stock returned +90.6% over three years, substantially outperforming the peer group median by +67.4 percentage points, meaning the above-benchmark incentive payouts are fully justified by shareholder outcomes. The company received unanimous (100%) Class A shareholder support on last year's say-on-pay vote, has a compliant clawback policy in place, and the compensation structure reflects appropriate pay-for-performance alignment.
Auditor
PricewaterhouseCoopers LLP
Tenure
N/A
Audit Fees
N/A
Non-Audit Fees
N/A
PricewaterhouseCoopers LLP is a Big 4 firm that is appropriate for a company of GHC's size and complexity; the proxy filing excerpt provided does not include an auditor fee table, so the non-audit fee ratio trigger cannot be evaluated, and per policy a FOR vote is maintained when fee data cannot be confirmed; auditor tenure is not disclosed in the available filing text, and per policy the tenure trigger requires confirmed data to fire so the default FOR vote stands with a minor negative note for the absence of tenure disclosure.
GHC's 2026 annual meeting presents a straightforward ballot with all three standard proposals: director elections, an advisory vote on executive pay, and auditor ratification. The company's strong 3-year total shareholder return of +90.6%, unanimous prior-year say-on-pay support, and modest CEO compensation relative to market cap support FOR votes across the entire slate.
27 companies disclosed in 2026 proxy filing
