Christopher C. Davis
Graham HoldingsAbout Christopher C. Davis
Independent Director; age 59; GHC director since January 2006; Lead Independent Director; Chair of the Finance Committee; member of the Audit and Executive Committees. Chairman of Davis Selected Advisers, L.P. (independent investment manager, ~$25B AUM as of Dec 31, 2023); prior roles include portfolio manager of Davis New York Venture Fund and Selected American Shares since 1995; began career as an accountant at State Street Bank & Trust; research analyst at Tanaka Capital; assistant to his grandfather, Shelby Cullom Davis .
Past Roles
| Organization | Role | Tenure/Years | Committees/Impact |
|---|---|---|---|
| Davis Selected Advisers, L.P. | Chairman; joined as Financial Analyst | Joined 1989; Chairman currently; Portfolio Manager since 1995 | Research-driven long-term investing; stewardship emphasis; employees/families among largest investors in firm’s funds |
| Tanaka Capital Management | Research Analyst | Not disclosed | Equity research experience |
| State Street Bank & Trust | Accountant | Not disclosed | Foundation in accounting and controls |
| Assistant to Shelby Cullom Davis | Assistant | Not disclosed | Exposure to investment principles and capital markets |
External Roles
| Organization | Role | Tenure/Years | Committees/Impact |
|---|---|---|---|
| The Coca-Cola Company | Director | Not disclosed | Public company board governance experience |
| Berkshire Hathaway Inc. | Director | Not disclosed | Oversight of diversified conglomerate; capital allocation perspective |
| Davis mutual funds (Davis New York Venture Fund; Selected American Shares; Davis Series Mutual Funds) | Director/Officer; Portfolio Manager | Portfolio Manager since 1995 | Long-term performance stewardship and alignment |
| Hudson Highland Land Trust; Hudson Highland Fjord Trail | Director | Not disclosed | Non-profit governance |
| American Museum of Natural History; Shelby Cullom Davis Charitable Fund; Christopher C. Davis Fund | Trustee | Not disclosed | Philanthropy oversight |
Board Governance
- Committees: Audit (member), Finance (Chair), Executive (member) .
- Lead Independent Director: Presides over executive sessions; liaison to CEO and independent directors; non-management directors met in executive session twice in 2024 .
- Independence: Board determined Davis is “independent” under NYSE rules; Audit Committee members (including Davis) are independent, financially literate, with no material relationships or compensatory fees beyond director service .
- Attendance: Board held five meetings in 2024; Audit 7; Finance 1; Executive 0; each director attended at least 75% of meetings of the Board and committees on which they served .
- Controlled company context: GHC is a “controlled company” under NYSE rules (Graham family), exempt from certain governance requirements (e.g., nominating committee), though majority of the Board is independent and chair is independent .
Fixed Compensation
| Component | Amount (USD) | Notes |
|---|---|---|
| Annual Director Fees (cash or cash+stock) | $180,000 | Standard non-employee director retainer |
| Committee Chair Retainer (Finance) | $20,000 | Non-employee chair retainer |
| Audit Committee Member Retainer | $20,000 | Annual retainer for Audit Committee members |
| Total 2024 Director Compensation (Davis) | $220,000 | Reported total fees earned/paid in cash or stock |
| Expense Reimbursement | — | Reimbursement of out-of-pocket meeting expenses |
Equity-based compensation: The Company does not otherwise provide equity-based compensation to non-employee directors beyond the elective Director Share Purchase Program .
Performance Compensation
- None. GHC does not use performance-based bonuses, RSUs, PSUs or options for non-employee directors; compensation is a fixed retainer with optional stock-in-lieu election via the Director Share Purchase Program .
Director Share Purchase Program (Equity-in-lieu detail, 2024)
| Metric | Q1 2024 | Q2 2024 | Q3 2024 | Q4 2024 |
|---|---|---|---|---|
| Shares elected (Davis) | 39 | 36 | 39 | 34 |
| Grant-date fair value per share | $697 | $761 | $695 | $807 |
| Stock value (shares × fair value) | $27,183 | $27,396 | $27,105 | $27,438 |
Other Directorships & Interlocks
| Company | Relationship to GHC | Potential Interlock/Conflict Risk |
|---|---|---|
| The Coca-Cola Company (Director) | No related-party transactions with Davis disclosed by GHC | None disclosed; Audit Committee affirms independence/no material relationships |
| Berkshire Hathaway Inc. (Director) | No related-party transactions with Davis disclosed by GHC | None disclosed; Audit Committee affirms independence/no material relationships |
| Davis Selected Advisers, L.P. (Chairman) | Independent investment manager (~$25B AUM) | No GHC-related transactions disclosed; Audit Committee independence maintained |
Expertise & Qualifications
- Financial and investment acumen; extensive public company board experience; capital allocation and M&A evaluation expertise; accounting and compliance familiarity; leadership of complex investment organization .
- Designated Audit Committee members are financially literate; committee has access to external experts and oversees cyber/privacy risks, internal controls, and compliance .
- Lead Independent Director responsibilities signal strong independent oversight and agenda-setting with management .
Equity Ownership
| Metric | Class A | Class B |
|---|---|---|
| Beneficial ownership (shares) | — | 5,462 |
| Ownership as % of shares outstanding | — | <1% |
| Pledged shares | None (Company states none of listed securities pledged) | |
| Hedging/Pledging policy | Hedging prohibited for directors and officers; insider trading policy in place | |
| Section 16 compliance (2024) | No delinquent filings noted for Davis; one late Form 4 was for a different officer (Maas) |
Governance Assessment
- Strengths: Long-tenured independent director with deep investment and capital allocation expertise; chairs Finance Committee and serves on Audit; appointed Lead Independent Director; majority-independent board despite controlled company status; strong committee oversight of financial reporting, risk, and cyber/privacy; consistent meeting attendance .
- Alignment: Elects a portion of fees in stock quarterly via the share purchase program, indicating skin-in-the-game; modest direct share ownership; hedging prohibited; no pledging; no related-party transactions involving Davis disclosed .
- Potential risks/red flags: Controlled company structure (family control of Class A) with exemptions from certain governance requirements; multiple external public boards (Coca-Cola, Berkshire Hathaway) may raise time-commitment considerations, though independence affirmed and no material relationships disclosed; absence of a formal nominating committee (board handles nominations directly) .
- Investor confidence signals: Lead Independent Director role and executive sessions indicate robust independent oversight; Audit Committee independence and literate membership; transparent director fee structure with limited ancillary pay; hotline for stakeholder communications to Lead Independent Director .
Related party transactions: 2024 disclosure lists compensation for Elizabeth G. Weymouth; no transactions involving Christopher C. Davis are disclosed .