Jacob M. Maas
Graham HoldingsAbout Jacob M. Maas
Executive Vice President of Graham Holdings Company (GHC), promoted in 2022 following a 2015 appointment as Senior Vice President–Planning & Development via letter agreement . 2024 total pay was $1,802,885, with salary of $750,000 and performance-based pay driven by a company-wide diluted EPS bonus formula and four-year Performance Unit plan . GHC’s pay-versus-performance panel shows 2024 company TSR index of 144.19 (vs. peer group 97.93), net income of $732.6M, and operating income before amortization/impairments of $302.4M, illustrating strong absolute performance during the latest year of his tenure . In 2024, the EPS goal was $61.88; adjusted EPS of $59.40 yielded ~90% of target bonus funding, evidencing a formulaic pay-for-performance link .
Past Roles
| Organization | Role | Years | Evidence |
|---|---|---|---|
| Graham Holdings Company (Corporate Office) | Senior Vice President–Planning & Development | 2015–2022 | Letter agreement on appointment in Aug 2015 |
| Graham Holdings Company | Executive Vice President | 2022–present | Promotion noted in 2022 (linked to RSU grant) |
External Roles
- None disclosed in the 2025 DEF 14A for Mr. Maas .
Fixed Compensation
| Metric | 2022 | 2023 | 2024 |
|---|---|---|---|
| Base Salary ($) | 700,000 | 700,000 | 750,000 |
| Target Bonus % of Salary | — | 50% | 50% |
| Pension – Present Value ($) | 145,626 (8 yrs credited) | 145,626 (8 yrs credited) | 192,032 (9 yrs credited) |
| All Other Compensation ($) | 11,266 | 11,986 | 9,054 |
Notes:
- Target bonus unchanged from 2023 to 2024 (Maas at 50%) .
Performance Compensation
Annual Bonus Structure and Outcomes
| Element | 2023 Plan | 2024 Plan |
|---|---|---|
| Metric | Company diluted EPS (NEOs except Rosen) | Company diluted EPS (NEOs except Rosen) |
| Goal | $41.47 EPS | $61.88 EPS |
| Payout Curve | 0–200% of target; threshold at 80% of goal (50% payout at threshold) | 0–200% of target; threshold at 80% of goal (50% payout at threshold) |
| Adjustments | Budget variances; FX; gains/losses; discretion for unusual items | Budget variances; FX; gains/losses; discrete items (+$29.04 EPS in additions) |
| Actual/Adjusted | Not summarized in proxy; paid per SCT | Adjusted EPS $59.40; achievement 96% of goal → ~90% payout |
Annual Bonus – Individual Results
| Year | Salary ($) | Target ($) | Actual Bonus ($) |
|---|---|---|---|
| 2022 | 700,000 | — | 436,141 |
| 2023 | 700,000 | 350,000 (50% of salary) | 328,056 |
| 2024 | 750,000 | 375,000 (50% of salary) | 337,425 |
Long-Term Incentives – Performance Units (Cash)
- Units held: 5,000 (2021–2024 cycle) and 6,500 (2023–2026 cycle) at 12/31/2024 .
- 2021–2024 cycle metrics and weights: Kaplan cumulative operating income (up to 27.5%), GMG cash flow margin ranking (up to 25%), operating income targets for industrial and other units (various weights), Framebridge gross profit (10%), Graham Automotive and other units (10%), Leaf Group operating income (5%) .
- 2021–2024 outcomes: Per-unit value $132; Maas payout $660,000 = 5,000 units × $132 (paid March 2025, recorded in 2024 SCT under non-equity incentive) .
- 2023–2026 cycle metrics: Kaplan cumulative OI (up to 25%), GMG valuation factors (up to 20%) with detailed 2023–2025 and 2026 indicators, industrials OI (10%), Graham Healthcare Group OI (15%), Graham Automotive OI (10%), Framebridge gross profit (10%), and other units OI (10%); criteria amended in Feb 2025 to reflect early-cycle acquisitions .
Equity Awards – Structure and Vesting
| Award Type | Grant / Terms | Vesting / Status | 12/31/2024 Outstanding |
|---|---|---|---|
| Restricted Stock (time-based) | 700 sh (1/2/2025 vest); 616 sh (1/4/2027 vest) | 100% cliff at end of 4-year cycles | 1,316 RS unvested; market value $1,147,447 (at $871.92) |
| RSU (price-based, 2022 promo grant) | 1,000 sh vest if 90 consecutive days ≥ $700; plus 1,000 sh per +$100 increment above $700; award period through 12/31/2027; first 1,000 vested in 2024 | Price hurdles; Monte Carlo at grant for accounting | “Unearned” 1,000 sh shown; “payout value” $3,494,076 (per table) |
| Stock Vested in 2024 | — | RSU tranche vested: 1,000 sh; value realized $855,990 | — |
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Beneficial Ownership | 6,287 Class B shares; includes 2,000 shares underlying options |
| Ownership % | <1% of Class B |
| Pledging | None of the securities of directors/officers have been pledged as security |
| Options | 2,000 options exercisable; strike $804.80; expire 10/26/2025; fully vested (six-year ratable vest completed in 2021) |
| Potential ITM Value (12/31/24) | Approx. $134,240 = (871.92 – 804.80) × 2,000 (calc using prices in proxy) |
| Unvested Equity | 1,316 RS (time-based); RSU price-based award with future tranches possible through 12/31/2027 |
Employment Terms
- Letter agreement (Aug 2015) upon becoming SVP–Planning and Development; Mr. Maas’s letter agreement does not provide any severance compensation or benefits .
- Company states it has no agreements with NEOs that provide payments in conjunction with a change in control; standard termination benefits limited to pension/plan entitlements; CEO and Mr. Rosen have certain post-termination provisions not applicable to Mr. Maas .
- Qualified/defined benefit arrangements: Mr. Maas participates in the Company Contribution (CC) Plan (8% of base salary contribution for <10 years of service) and has SRA legacy balance; benefits parameters summarized in proxy .
Compensation Mix and Multi-Year Detail
| Component ($) | 2022 | 2023 | 2024 |
|---|---|---|---|
| Salary | 700,000 | 700,000 | 750,000 |
| Stock Awards (FASB ASC 718 grant-date value) | 3,494,076 (2022 RSU grant) | 375,156 (616 RS) | — |
| Option Awards (FASB ASC 718) | — | — | — |
| Non-Equity Incentive (Annual Bonus + Performance Units) | 1,036,141 (436,141 bonus; 600,000 PUs) | 328,056 (bonus) | 997,425 (337,425 bonus; 660,000 PUs) |
| Change in Pension Value | 22,834 | 32,847 | 46,406 |
| All Other Compensation | 11,266 | 11,986 | 9,054 |
| Total | 5,264,317 | 1,448,045 | 1,802,885 |
Vesting Schedules and Potential Selling Pressure
- Time-based restricted stock cliff vests: 700 shares on 1/2/2025 and 616 shares on 1/4/2027, creating defined liquidity events that can influence near-term supply upon vest and tax withholding transactions .
- Price-based RSU award: first 1,000-share tranche vested in 2024; additional 1,000-share tranches vest upon achieving 90-day average price thresholds at $800, $900, $1,000 before 12/31/2027, potentially clustering future vesting/sales if thresholds are met .
- Options (2,000 sh at $804.80) expire 10/26/2025; proximity to expiration can drive exercise/sale decisions if sufficiently in the money .
Governance, Controls, and Risk Indicators
- Section 16 compliance: one Form 4 for Jacob Maas was filed one day late on Nov 8, 2024, to report RSU vesting-related acquisition; otherwise timely for 2024 .
- Pledging: none pledged for directors/officers, reducing alignment risk concerns from collateralized positions .
- Say-on-pay: Class A shareholders unanimously approved NEO compensation at the 2024 Annual Meeting (covering 2023 pay), evidencing governance support of the program design; the Board recommends approval again for 2024 pay .
Equity Ownership Detail (as of Feb 1, 2025 or 12/31/2024 where noted)
| Category | Shares/Units | Notes |
|---|---|---|
| Class B Beneficial Ownership | 6,287 | <1% of Class B; includes 2,000 options |
| Options (exercisable) | 2,000 | Strike $804.80; expire 10/26/2025 |
| Restricted Stock (unvested) | 1,316 | Market value $1,147,447 at $871.92 |
| RSUs (unearned potential) | 1,000 displayed; further tranches possible | Price-based through 12/31/2027; first 1,000 vested in 2024 |
| 2024 Stock Vested | 1,000 | Value realized $855,990 |
Employment Terms (Severance and Change-of-Control Economics)
| Provision | Terms |
|---|---|
| Severance | None under Mr. Maas’s 2015 letter agreement |
| Change-in-Control | Company states no CoC payment agreements for NEOs; standard plan/option/RSA terms apply; no special CoC payouts disclosed for Maas |
| Restrictive Covenants | CEO and Mr. Rosen have post-termination covenants; no similar disclosure for Maas |
Investment Implications
- Pay-for-performance alignment: Maas’s annual bonus is formulaic on diluted EPS with a 0–200% range and explicit targets/adjustments; 2024 paid at ~90% of target on 96% goal achievement, and long-term Performance Units tied to diversified divisional outcomes delivered $132/unit for 2021–2024—indicators of robust performance linkage .
- Retention and supply dynamics: Material unvested equity through 2027 (time-based RS vesting in 2025 and 2027; price-based RSUs through 2027) and option expiry in 2025 suggest periodic vesting/exercise events that can create modest, time-bound insider selling pressure if price hurdles are met/in-the-money .
- Alignment and risk: No pledging and relatively modest severance (none) reduce entrenchment concerns and align equity outcomes with shareholder returns; however, lack of severance could marginally elevate retention risk in adverse cycles relative to peers offering protection .
- Governance signal: Unanimous say-on-pay support (Class A) and transparent performance frameworks reduce compensation-related overhang for investors monitoring incentive integrity and potential pay controversies .