Andrew S. Rosen
Chairman – Kaplan, Inc. and Executive Vice President – Graham Holdings Company at 
Graham Holdings
Graham HoldingsExecutive
About Andrew S. Rosen
Chairman & CEO of Kaplan, Inc. and Executive Vice President of Graham Holdings Company. Rosen joined Kaplan in 1992, became Chairman & CEO in November 2008, and was appointed EVP of GHC in April 2014; he holds an A.B. from Duke University and a J.D. from Yale Law School . Company performance context during the latest year: GHC’s TSR value of an initial $100 investment rose to $144.19 in 2024, with net income of $732.6M and operating income before amortization and impairments of $302.4M, framing strong pay-for-performance linkage across the enterprise . Rosen’s 2024 bonus was 75% tied to Kaplan’s operating income and revenue targets (achieved 108% and 105% respectively), and he received a $2.4M payout from Kaplan’s milestone LTIP after surpassing adjusted operating income milestones; 25% of his bonus was tied to corporate objectives on the same terms as other NEOs .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| The Washington Post | Staff Attorney | 1986–1992 | Legal counsel experience prior to Kaplan . |
| Newsweek | Assistant Counsel | Pre-1992 | Media legal/operations foundation . |
| Kaplan, Inc. | Executive (joined), then Chairman & CEO | Joined 1992; CEO since Nov-2008 | Led expansion from test prep to global education; pioneered online and competency-based learning; oversaw Purdue Global creation . |
| Graham Holdings Company | Executive Vice President | Since Apr-2014 | Senior leadership at parent company (NYSE:GHC) . |
External Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| Knewton | Board Member | n/a | Education technology advisory role . |
| Author | “Change.edu” | 2011 | Policy/leadership thought leadership in higher education . |
Fixed Compensation
| Metric | 2022 | 2023 | 2024 |
|---|---|---|---|
| Base Salary ($) | 1,625,000 | 1,625,000 | 2,000,000 |
| Stock Awards ($) | — | 300,247 | — |
| Option Awards ($) | — | — | — |
| Change in Pension Value ($) | — | 1,188,072 | 475,042 |
| All Other Compensation ($) | 51,372 | 49,100 | 7,245 |
| Total Compensation ($) | 3,254,715 | 6,344,426 | 6,921,073 |
All Other Compensation detail:
- 2024: Restricted stock dividends $7,245
- 2023: 401(k) contributions $3,300; SERP contributions $38,850; restricted stock dividends $6,950; total $49,100
Retirement/Deferred balances (alignment/retention):
- Pension present value (Retirement Plan + SERP) at 12/31/2024: $26,320,346; credited service 38 years
- Deferred comp balances at 12/31/2024: SERP $3,661,376; Deferred Compensation Plan $5,342,586; aggregate $9,003,962; 2024 executive contribution $49,650; aggregate earnings $1,056,422
Performance Compensation
Annual Bonus – Kaplan Components (75% of Rosen’s bonus)
| Metric | Weight % | 2023 Target | 2023 Actual | 2023 Payout | 2024 Target | 2024 Actual | 2024 Payout |
|---|---|---|---|---|---|---|---|
| Kaplan Enterprise Operating Income | 80% of Kaplan component | $104.4M | $126.8M (adjusted) | 129% | $128.9M | $139.1M (adjusted) | 104% |
| Kaplan Enterprise Revenue | 20% of Kaplan component | $1,432M | $1,592M (adjusted) | 142% | $1,592M | $1,672M (adjusted) | 115% |
Notes:
- Thresholds: 65% of operating income target; 90% of revenue target. Max payouts at 161% OI and 113% revenue (Kaplan component) .
- Rosen’s total annual bonus potential aggregated 0%–193% of target; 25% of bonus based on his GHC responsibilities on same terms as other NEOs (0%–200%) . For 2023, company diluted EPS (adjusted) achieved 97.5% → ~93.7% payout of target for the CEO’s plan; Rosen’s 25% was based on those terms .
Rosen’s 2024 non-equity incentive payments:
- Annual bonus paid: $2,038,786
- Kaplan LTIP/Milestone Plan payout: $2,400,000
Kaplan Milestone Long-Term Incentive Plan
| Feature | Terms | 2024 Outcome |
|---|---|---|
| Award Pool | Operating income milestones in a single year: $110M, $120M, $130M, $140M (adjusted for FX, acquisitions, capex; excludes restructuring, amortization, impairments). Rosen awarded 20% of pool . | Kaplan achieved adjusted enterprise operating income of $133.8M; surpassed adjusted $120.6M and $130.6M milestones → Rosen payout $2.4M . |
| Service/Vesting | Service condition satisfied upon annual milestone achievement; payout following March . | Paid in 2025 for 2024 achievements . |
Equity Ownership & Alignment
| Item | Value | Notes |
|---|---|---|
| Beneficial Ownership – Class B shares | 40,773 (≈1.1% of Class B) | Includes 3,000 in family trust; Rosen disclaims beneficial ownership of trust shares . |
| Unvested Restricted Stock (12/31/2024) | 1,053 shares | Market value $918,132 at $871.92 closing price . |
| RS Vesting Schedule | 560 shares vest 1/2/2025; 493 shares vest 1/4/2027 | 100% cliff vest at cycle end; no acceleration provisions in plan . |
| Options | None outstanding | |
| Pledging/Hedging | None pledged; hedging prohibited for directors and executive officers | |
| Stock Ownership Guidelines | Not disclosed | — |
Ownership of Kaplan stock: 7,206 shares (<1% of Kaplan, Inc.) .
Employment Terms
| Provision | Terms |
|---|---|
| Employment agreement | Letter agreement entered April 2014 upon becoming Kaplan Chairman & EVP of GHC . |
| Severance (termination without cause) | Lump-sum $3,500,000 payable on 65th day post-termination; pro rata vesting of outstanding restricted stock and any stock options, subject to separation and release becoming irrevocable within 60 days . |
| Accelerated vesting estimate (as of 12/31/2024) | Pro rata vesting of 806 RS shares valued at $702,768 (assuming $871.92 price) if terminated by Company other than for cause . |
| Non-compete/non-solicit/no-hire | One-year post-termination restrictions; confidentiality obligations continue . |
| Change-in-control | No arrangements providing payments in conjunction with a change in control for NEOs . |
| Clawback | Recoupment of incentive-based compensation based on financial reporting measures in the event of an accounting restatement (Dodd-Frank/NYSE compliant) . |
| Deferred compensation | SERP and Deferred Compensation Plan participation; SERP balances payable on first day of seventh month post-termination; Deferred Plan payable per election, no later than seventh month post-separation (post-2014 deferrals) . |
Compensation Structure Analysis
- Cash-heavy incentives vs. equity: Rosen’s 2024 comp was driven by cash bonus ($2.04M) and Kaplan LTIP ($2.4M) with no new option grants and modest equity outstanding (1,053 RS). This lowers near-term insider selling pressure from vesting and emphasizes operational performance-based cash awards .
- Annual bonus metrics remain challenging: Kaplan component thresholds and max payouts require substantial overachievement; both operating income and revenue achieved >100% in 2024, driving above-target payouts for those components .
- Peer benchmarking: Committee compares to conglomerate/education/media peers (½–2× GHC revenue) but does not target a percentile, reducing ratcheting risk; 2024 peer group includes AdaptHealth, Adtalem, AMC Networks, Bright Horizons, E.W. Scripps, Gannett, Gray TV, iHeartMedia, John Wiley, Laureate Education, News Corp, Nexstar, Pearson, Scholastic, Select Medical, Sinclair, Strategic Education, Tegna, NYT Co. .
- Say-on-pay: Class A Shareholders unanimously approved 2023 NEO compensation; 2024 compensation presented for advisory vote in 2025 proxy .
- Risk mitigants: Hedging prohibited; clawback policy in place; no change-in-control payouts; one-year post-termination covenants .
Performance & Track Record
- Kaplan growth and strategic initiatives: Led Kaplan’s transformation to a diversified global education enterprise; oversaw transfer creating Purdue University Global; sustained expansion in university and corporate partnerships and online learning .
- Kaplan operational execution: Achieved adjusted enterprise operating income of $139.1M vs. $128.9M target (108% achievement) and adjusted revenue of $1,672M vs. $1,592M target (105%), supporting Rosen’s 2024 bonus payouts on Kaplan components .
- Prior LTIP success: 2019–2021 Kaplan Higher Education LTIP payout of $538,956 reflecting overachievement vs. baseline three-year operating income target .
- Company financials linkage: 2024 TSR value $144.19 and net income $732.6M demonstrate robust enterprise performance used in pay-versus-performance context .
Equity Ownership & Trading Signals
- Near-term vesting events: 560 RS shares vested January 2, 2025; 493 RS shares vest January 4, 2027—manageable size relative to total ownership (40,773 shares), and no options outstanding, implying limited mechanical selling pressure from vesting .
- Alignment/skin-in-the-game: 1.1% of Class B beneficial ownership; none pledged; hedging prohibited—alignment supported by meaningful legacy equity plus sizable pension/SERP balances (retention incentive), though cash-heavy incentive mix reduces equity sensitivity .
Director/Committee Context (Compensation Oversight)
- Compensation Committee: Independent directors (Chair Anne M. Mulcahy; members Tony Allen, Katharine Weymouth) oversee goal-setting, plan structure, and succession; program emphasizes long-term growth and performance-based payouts .
Investment Implications
- Pay-for-performance linkage is strong: Rosen’s bonus tied predominantly to Kaplan’s operating income and revenue with clear thresholds and caps; 2024 overachievement drove above-target payouts, and milestone LTIP paid out only upon exceeding adjusted operating income targets—signals disciplined performance orientation .
- Low equity grant intensity and no options minimize dilution and mechanical selling pressure; combined with hedging prohibitions and no pledging, insider-driven sell signals appear limited near term; watch RS vest dates and any Form 4s for opportunistic sales around milestones .
- Retention risk mitigated by sizable pension/SERP value and explicit severance economics ($3.5M plus pro rata RS vesting), but one-year restrictive covenants and absence of change-in-control benefits suggest balanced protections without golden parachutes—limited shareholder-unfriendly features .
- Benchmarking approach (no target percentile) and unanimous say-on-pay support from controlling Class A shareholders reduce pay inflation risk; continued monitoring of Kaplan LTIP amendments and enterprise performance criteria (e.g., GMG updates) advisable for forward pay structure shifts .