A just-released proxy statement of Graham Holdings Co. (formerly The Washington Post Co.), provides some details on the compensation of Post Publisher Katharine Weymouth in relation to last year’s sale of the Post newspaper and some related properties to Amazon founder Jeff Bezos. The filing notes that Weymouth received a bonus of $1.2 million last month “based on the achievement of pre-established 2013 performance goals.” Pursuant to the sale of the Post, notes the document, Weymouth also received in October nearly $1.5 million for meeting other goals.
The filing also details a number of stock considerations involving Weymouth, a web of financialese that the Erik Wemple Blog is now deciphering. A rep for Graham Holdings tells us that the company doesn’t provide any guidance beyond the language of the statement.
Here is the full text of the Katharine Weymouth paragraph in the proxy statement:
Katharine Weymouth, a granddaughter of the late Mrs. Katharine Graham, a daughter of Mrs. Elizabeth G. Weymouth and a niece of Mr. Donald E. Graham, is Publisher of The Washington Post newspaper, Chief Executive Officer of The Washington Post and its affiliated publishing businesses and a member of the Company’s Board of Directors. WPM and its affiliated publishing businesses were sold in the WPM Transaction in October 2013. Prior to the WPM Transaction, Ms. Weymouth was paid $479,688 in base salary and received a bonus of $1,199,109 in February, 2014 based on the achievement of pre-established 2013 performance goals. As a result of the WPM Transaction, in October 2013, Ms. Weymouth received a payment of $562,500 for her 7,500 Performance Units in the 2011–2014 Award Cycle and a payment of $900,000 based on achieving certain pre-established goals under the WPM Three-Year Long-Term Incentive Plan. In addition, 15,250 shares of Restricted Stock and 750 Stock Options were accelerated to vest at the closing of the WPM Transaction. At the same time, Ms. Weymouth also forfeited 7,500 Performance Units from the 2013–2016 Award Cycle, 1,250 shares of Restricted Stock in the 2011–2014 cycle, 2,500 shares of Restricted Stock in the 2013–2016 cycle, 17,500 shares of Restricted Stock under a Special Award granted in June 2012 and 250 Stock Options. In 2013, Ms. Weymouth was re-elected to the Board of Directors. As an employee Director for three quarters of the year, she was ineligible for compensation for her service on the Board. In the fourth quarter, she received $20,000 for her services as a non-employee Director of the Board. In 2014, Ms. Weymouth is eligible for the same non-employee Director compensation as the Company’s other non-employee Directors. She also has 15,000 shares of Restricted Stock under the Special Award granted to her in June 2012 that was modified as part of the WPM Transaction, such that these shares will vest one-third each year on the anniversary of the closing of the WPM Transaction provided that she is a member of the Company’s Board of Directors on each applicable vesting date.
Correction: Due to an editing error, the headline on this post previously said incorrectly that Katharine Weymouth received $2.7 million in bonuses in 2013. As the proxy statement notes, Weymouth received some of that amount in February. The headline has been revised.