Jack Markell - Director | Graham Holdings (GHC) Executive Profile & Compensation

About Jack Markell

Jack Markell, age 64, is an independent director of Graham Holdings Company (GHC). He rejoined the Board in February 2025 after previously serving from May 2017 through December 2021 (Audit Committee member January 2019–September 2021). Markell’s background spans senior U.S. government roles (Governor of Delaware; U.S. Ambassador appointments) and corporate strategy/finance roles at First Chicago, McKinsey, Comcast, and Nextel. The Board has determined he is independent under NYSE rules.

Past Roles

Organization	Role	Tenure	Committees/Impact
U.S. Department of State	U.S. Ambassador to the Italian Republic and the Republic of San Marino	2023–2025	Senior diplomatic leadership
U.S. Department of State	U.S. Ambassador to the OECD	2022–2023	U.S. economic policy coordination at OECD
State of Delaware	Governor	2009–2017	Led state executive branch
State of Delaware	State Treasurer	10 years prior to governorship	State financial management
GHC	Director	May 2017–Dec 2021	Audit Committee member (Jan 2019–Sep 2021)
First Chicago, McKinsey, Comcast, Nextel	Corporate development, investor relations, strategy/consulting roles	Prior to public service	Corporate finance/strategy expertise

External Roles

Organization	Role	Status
Upstream USA	Director	Prior service
Symbiont.io	Director	Prior service
FS Credit Real Estate Income Trust	Director	Prior service
Scientific Games Corporation	Director	Prior service (public company)
Vemo Education	Director	Prior service
Generation USA	Director	Prior service
High Resolves	Director	Prior service
Annie E. Casey Foundation	Trustee	Prior service
Strada Education Network	Trustee	Prior service
Delaware State University	Trustee	Prior service

Board Governance

Independence and status: GHC is a “controlled company,” but the Board determined a majority of directors, including Jack Markell, are independent under NYSE rules.
Committee assignments: 2024 committee rosters (Audit; Compensation; Finance; Executive) did not include Markell, as he rejoined the Board in February 2025. He previously served on the Audit Committee (Jan 2019–Sep 2021).
Board leadership and oversight: Chair is independent (Anne Mulcahy); a Lead Independent Director (Christopher C. Davis) presides over executive sessions (held twice in 2024). The Board separates Chair/CEO roles and operates with active risk oversight via committees, notably Audit for financial reporting, compliance, privacy and cybersecurity risks.
Meeting cadence: The Board held five meetings in 2024 (attendance threshold disclosure applies to 2024 incumbents).

Fixed Compensation (Director)

Component	Amount/Terms
Annual director retainer (non‑employee)	$180,000 (cash or combination of cash and Class B shares)
Audit Committee member retainer	Additional $20,000 per year
Committee chair retainer	Additional $20,000 per year
Meeting fees	None disclosed; out‑of‑pocket expenses reimbursed
Equity	No standard equity grants; optional Director Share Purchase Program allows up to 50% of quarterly fees in fully vested Class B shares

Performance Compensation (Director)

Performance-based elements	Metrics/Plan Details
None for non‑employee directors	GHC does not provide performance‑based equity/bonuses to non‑employee directors; compensation is primarily fixed cash with optional share purchase election.

Other Directorships & Interlocks

Current public company directorships: None disclosed for Markell in the 2025 proxy.
Prior public company directorships: Scientific Games Corporation (prior service).
Compensation Committee interlocks: None—Company disclosure states no executive officer of GHC served on the compensation committee of another entity that had reciprocating executives on GHC’s Board.

Expertise & Qualifications

Public policy, regulatory, and international economic diplomacy (Governor of Delaware; U.S. Ambassador roles).
Corporate finance/strategy and operating experience (First Chicago, McKinsey, Comcast, Nextel).
Audit oversight experience (prior GHC Audit Committee service).

Equity Ownership

Holder	Class A Shares	Class B Shares	Notes
Jack Markell	0	0	Listed with 0 beneficial ownership as of Feb 1, 2025; table footnote states, unless indicated, no pledging of securities. GHC policy prohibits director/executive hedging.

Section 16 reporting: Company states all 2024 filings were timely except a single late Form 4 for another officer; Markell was not on the Board in 2024.

Governance Assessment

Positives:
- Independence affirmed; reappointment adds regulatory and policy depth valuable to a diversified, regulated portfolio (education, media, healthcare).
- Prior Audit Committee service supports financial oversight and risk governance.
- Board structure features independent Chair, Lead Independent Director, and regular executive sessions; Audit Committee oversees cybersecurity and compliance.
- Say‑on‑pay environment stable (Class A shareholders unanimously approved 2023 NEO pay in 2024), supporting overall governance credibility.
Watch items:
- Ownership alignment: Markell reported 0 GHC shares as of Feb 1, 2025. While directors can elect to take fees in stock, the program is elective and there is no disclosed standard equity grant for directors, which may limit automatic ownership buildup.
- Committee role for 2025 not yet disclosed; monitoring for assignment (e.g., Audit or Compensation) will clarify his governance impact post‑return.
Conflicts/related‑party exposure:
- No related‑party transactions disclosed for Markell; Board independence determination considered commercial relationships and found no material relationships affecting independence.

Notes on Board Context (for investors evaluating governance quality):

Committees and cadence in 2024: Audit (7 meetings), Compensation (6), Finance (1), Executive (0); all directors met ≥75% attendance threshold (applies to 2024 incumbents).
Controlled company exemption acknowledged; nonetheless, majority‑independent board and independent Chair mitigate control risk.