Danielle Conley
Graham HoldingsAbout Danielle Conley
Danielle Conley, age 46, has served as an independent Director of Graham Holdings Company since September 2022. She is a partner at Latham & Watkins LLP, advising large organizations on complex regulatory, enforcement, and internal matters with reputational risk. Conley previously served as Deputy Counsel to the President (Office of White House Counsel) from January 2021 to June 2022, was a partner at an international law firm from April 2017 to January 2021 where she led the anti-discrimination practice, and earlier was Associate Deputy Attorney General at the U.S. Department of Justice focused on civil rights litigation and enforcement. Her background emphasizes internal investigations, equity-related risk assessments, anti-harassment compliance, and DEI initiatives, bolstering the Board’s risk oversight and ESG focus .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Office of the White House Counsel | Deputy Counsel to the President | Jan 2021 – Jun 2022 | Advised senior White House officials on legal matters across domestic policy; coordinated with DOJ and agency GCs on policy, regulatory matters, and litigation related to the administration’s equity agenda . |
| International Law Firm (Washington, D.C.) | Partner; Leader of anti-discrimination practice | Apr 2017 – Jan 2021 | Led internal and government investigations; litigation for multinational corporations and educational institutions . |
| U.S. Department of Justice | Associate Deputy Attorney General | Prior to 2017 | Key advisor on civil rights litigation and enforcement matters . |
External Roles
| Organization | Role | Tenure | Focus/Expertise |
|---|---|---|---|
| Latham & Watkins LLP | Partner | Current | Regulatory/enforcement matters; internal investigations; risk assessments on racial/gender equity; anti-harassment compliance; corporate DEI . |
Board Governance
- Independent director determination: The Board designated Danielle Conley as “independent” under NYSE Section 303A.02, despite GHC’s “controlled company” status .
- Committee structure and membership: Standing committees are Audit, Compensation, Finance, and Executive; 2024 membership lists do not include Ms. Conley among committee members, indicating no disclosed committee assignment in 2024 .
- Attendance and engagement: The Board held 5 meetings in 2024, and each Director attended at least 75% of Board and committee meetings of the committees on which they served .
- Board leadership: Independent Chair (Anne M. Mulcahy) and a Lead Independent Director (Christopher C. Davis) who chairs executive sessions; non-management directors met in executive session twice in 2024 .
- Controlled company context: The Graham family controls voting for 70% of the Board via Class A shares; while exempt from certain NYSE governance requirements (e.g., nominating committee), the Board maintains a majority of independent directors and reviews commercial relationships when assessing independence .
Fixed Compensation
| Component | Amount | Notes |
|---|---|---|
| Annual retainer (cash or stock mix) | $180,000 | Non-employee director standard; Ms. Conley’s total director compensation for 2024 was $180,000 . |
| Committee chair retainer | — | $20,000 for non-employee committee chairs; not applicable to Ms. Conley based on 2024 memberships . |
| Audit Committee member retainer | — | $20,000 for Audit Committee members; not applicable to Ms. Conley based on 2024 memberships . |
| Expense reimbursement | As incurred | Reimbursement of out-of-pocket meeting expenses . |
| Deferred compensation plan | Closed to new participants since 2015 | Deferred fees earn investment credits tied to 401(k) plan funds; no above-market interest; payable post-separation or per election . |
Performance Compensation
| Metric Category | Disclosure for Directors | Evidence |
|---|---|---|
| Equity awards (RSUs/PSUs/options) | None for non-employee directors (outside of share purchase program) | The Company does not otherwise provide equity-based compensation to non-employee directors . |
| Performance metrics tied to director pay (TSR/EBITDA/ESG) | Not disclosed/Not applicable | No performance-linked director compensation metrics disclosed in the proxy . |
Under the Director Share Purchase Program, directors may elect up to 50% of quarterly fees in fully vested Class B shares. For 2024, Ms. Conley received 32, 29, 32, and 27 shares per quarter; grant date fair values per quarter (for all participating directors) were $697, $761, $695, and $807 respectively .
| Quarter | Shares Received (Conley) | Grant Date Fair Value (Program) |
|---|---|---|
| Q1 2024 | 32 | $697 |
| Q2 2024 | 29 | $761 |
| Q3 2024 | 32 | $695 |
| Q4 2024 | 27 | $807 |
Equity Ownership
| Security | Shares Beneficially Owned | % Outstanding | Form of Ownership | Pledged? |
|---|---|---|---|---|
| Class B Common | 336 | <1% | Revocable trust | None pledged |
Other Directorships & Interlocks
- No other public company directorships are disclosed for Ms. Conley in the 2025 proxy biography section .
- Independence evaluation considered commercial relationships of directors/family members with companies; Board concluded independence for Ms. Conley .
Expertise & Qualifications
- Legal and policy expertise: Senior roles at DOJ and White House Counsel; deep experience in civil rights litigation, enforcement, and sensitive investigations .
- Compliance and ESG: Advises on anti-harassment compliance and corporate DEI initiatives; strengthens Board’s risk oversight and ESG focus .
- Regulated industries exposure: Experience aligned with GHC’s operations in highly regulated sectors .
Governance Signals
- Shareholder support: Class B election results for Ms. Conley—For: 1,905,178; Against: 565,838; Abstain: 12,439 (May 6, 2025 Annual Meeting) .
- Board oversight context: Audit (7 meetings in 2024), Compensation (6 meetings in 2024), Finance (1 meeting in 2024), Executive (0 meetings in 2024), with risk oversight distributed across committees and the Lead Independent Director facilitating executive sessions .
Governance Assessment
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Strengths:
- Independent director in a controlled company structure; legal/regulatory depth and ESG oversight contributions are directly relevant to GHC’s risk profile .
- Demonstrated engagement via election support and participation standards (≥75% attendance) .
- Alignment: elected to take a portion of fees in stock each quarter under the Director Share Purchase Program .
-
Watch items:
- No disclosed committee assignments in 2024, which may limit direct involvement in committee-level oversight (Audit, Compensation, Finance, Executive) .
- Ownership alignment is modest (336 Class B shares, <1%), albeit with no pledging and optional fee-to-stock elections providing incremental alignment .
-
Conflicts/Related-party exposure:
- No related-party transactions involving Ms. Conley disclosed; none of her securities are pledged .
- Company’s controlled status and family relationships on the Board are disclosed and considered in independence determinations; Ms. Conley remains classified as independent .