G. Richard Wagoner, Jr.
Graham HoldingsAbout G. Richard Wagoner, Jr.
G. Richard Wagoner, Jr., age 72, is an independent director of Graham Holdings Company (GHC) who has served on the Board since June 2010; he is a member of the Audit Committee and brings extensive global operating and financial leadership from his 32-year career at General Motors, including service as Chairman and CEO (2003–2009) and President and CEO (2000–2003) . The Board has determined he is “independent” under NYSE standards; in 2024 he met the company’s attendance threshold (≥75% of Board and Committee meetings) and participated in a Board that met five times and an Audit Committee that met seven times .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| General Motors | Chairman & CEO | May 2003–Mar 2009 | Led global operations; prior roles included President & CEO (since Jun 2000), EVP & CFO/Head of Worldwide Purchasing, President North American Operations, President & Managing Director of GM do Brasil |
| General Motors | President & CEO | Jun 2000–May 2003 | Oversight of global performance and strategy |
| General Motors | EVP; CFO; Head of Worldwide Purchasing | Prior to 2000 (dates not individually specified) | Finance, procurement leadership |
| General Motors | President & Managing Director, GM do Brasil | Prior to 2000 (dates not individually specified) | International operating leadership |
External Roles
| Organization | Role | Type | Notes |
|---|---|---|---|
| Invesco Ltd. | Chair of the Board | Public | Asset management; Wagoner serves as Chair |
| Excelitas Technologies | Chair of the Board | Private | Privately held technology company |
| ChargePoint Holdings, Inc. | Director | Public | EV charging network company |
| Duke University Health Systems | Director | Non-profit/Healthcare | Board member |
| Duke Kunshan University | Chair, Global Advisory Board | Academic | Advisory leadership |
| Duke University | Trustee Emeritus; former Board Chair | Academic | Governance experience |
| Mayor of Shanghai IBLAC | Honorary Member | Advisory | International business council |
Board Governance
- Committee assignments: Audit Committee member (committee functions include oversight of financial reporting integrity, compliance, internal audit, outside auditor independence, and cybersecurity/information security) .
- Independence: Board determined Wagoner and a majority of directors are independent under NYSE rules despite controlled company status; audit committee members are independent and receive no compensatory fees beyond director service .
- Attendance: Board held 5 meetings; each director attended at least 75% of Board and relevant committee meetings. Audit Committee held 7 meetings in 2024 .
- Leadership/engagement: Chair of the Board is independent (Anne M. Mulcahy); Lead Independent Director is Christopher C. Davis; non-management directors met in executive session twice in 2024 .
- Nominating governance: As a “controlled company,” GHC does not have a nominating committee; director nominations are handled through consultation among the Chair and other directors .
Fixed Compensation (Director)
| Component (2024) | Amount |
|---|---|
| Annual director retainer (cash or cash/stock mix) | $180,000 |
| Audit Committee member retainer | $20,000 |
| Committee chair retainer | $0 (not a chair) |
| Meeting fees | $0 (not paid) |
| Total (Fees Earned/Paid in Cash or Stock) | $200,000 |
| All other compensation | $4,000 (charitable matching gift) |
| Total reported compensation | $204,000 |
- Program structure: Non-employee directors receive $180,000; Audit Committee members receive an extra $20,000; committee chairs receive $20,000; expenses reimbursed. No equity-based compensation other than elective share receipt under Director Share Purchase Program .
Performance Compensation (Director)
- Equity awards: GHC does not provide equity-based compensation (RSUs/PSUs/options) to non-employee directors beyond elective share receipt (fully vested) under the Director Share Purchase Program; no performance-conditioned director equity .
Director Share Purchase Program elections (2024):
| Quarter | Shares received | Grant date fair value per share |
|---|---|---|
| Q1 2024 | 35 | $697 |
| Q2 2024 | 32 | $761 |
| Q3 2024 | 35 | $695 |
| Q4 2024 | 30 | $807 |
- Program term: Directors may elect up to 50% of quarterly fees in fully vested Class B shares .
Other Directorships & Interlocks
| Company | Relationship to GHC | Potential interlock/conflict |
|---|---|---|
| Invesco Ltd. (Chair) | No disclosed transactions with GHC | Board considered commercial relationships of directors/family in independence review; no material relationships affecting independence |
| ChargePoint Holdings, Inc. (Director) | No disclosed transactions with GHC | None disclosed; independence affirmed |
| Excelitas Technologies (Chair) | Private; no disclosed transactions | None disclosed; independence affirmed |
- Related-party policy: Audit Committee reviews and approves related-party transactions above $100,000; only disclosed 2024 related-party transaction was compensation for Elizabeth G. Weymouth; no Wagoner-related transactions disclosed .
Expertise & Qualifications
- Deep expertise in general management, global operations, finance, procurement, marketing/advertising, technology, and management development; extensive public company reporting and corporate governance experience from GM and other boards .
- Audit Committee skills: All audit members financially literate; oversight includes cybersecurity and privacy program risks .
Equity Ownership
| Security | Beneficially owned | % Outstanding | Notes |
|---|---|---|---|
| Class A Common | 0 | — | No holdings disclosed |
| Class B Common | 1,416 shares | <1% | Shares held in a revocable trust; none pledged as security |
- Hedging/pledging: Company insider trading policy prohibits directors from engaging in hedging of company securities; table notes no securities pledged by directors/officers .
Governance Assessment
- Strengths: Independent audit committee membership and active oversight (7 meetings); independent Chair and Lead Independent Director structure; executive sessions held; director fees modest with optional share receipt that enhances alignment; prohibition on hedging and clawback policy for incentive-based pay (executives) indicative of conservative governance posture .
- Attendance/engagement: Met attendance threshold; Board met 5 times; structure supports risk oversight across financial reporting and cybersecurity .
- Controlled company considerations: Absence of a nominating committee due to controlled status, but Board remains majority independent and independence assessments consider commercial relationships; no material relationships affected Wagoner’s independence .
- Red flags: None disclosed specific to Wagoner—no related-party transactions, no compensatory fees, no pledging/hedging, and timely Section 16 filings (company reported only one late filing in 2024 for a different officer) .
Compliance and Insider Filings
- Section 16(a): Company reports all required filings in 2024 were timely except one Form 4 for Jacob Maas; no issues noted for Wagoner .