Katharine Weymouth

About Katharine Weymouth

Katharine Weymouth, age 58, has served as an independent Director of Graham Holdings Company (GHC) since 2010. She is currently a Partner at Blu Ventures, an early-stage VC focused on cyber and innovation platforms, and previously served as Publisher and CEO of The Washington Post from 2008–2014, having begun her career as an attorney. She is the niece of the Company’s Chairman Emeritus, and serves on GHC’s Finance and Compensation Committees; the Board has determined she is “independent” under NYSE rules despite family ties given arm’s-length relationships reviewed by the Board .

Past Roles

External Roles

Board Governance

• Committee assignments: Compensation Committee member; Finance Committee member; not a chair .
• Committee activity: Compensation Committee met 6 times in 2024; Finance Committee met once in 2024 .
• Board attendance: Board held 5 meetings in 2024; each Director attended at least 75% of Board and relevant committee meetings .
• Independence: Board has determined Weymouth is independent under NYSE rules; company is a “controlled company,” exempt from having a nominating/governance committee, and does not maintain one .
• Executive sessions: Non-management Directors met in executive session twice in 2024; Lead Independent Director is Christopher C. Davis .
• Interlocks: Compensation Committee comprised Anne M. Mulcahy (Chair), Tony Allen, and Katharine Weymouth; disclosure notes Weymouth’s past employment at The Washington Post and no cross-compensation committee interlocks with other companies’ executives .

Fixed Compensation

• Directors may elect up to 50% of quarterly fees in fully vested Class B shares under the Director Share Purchase Program; GHC does not otherwise provide equity-based compensation to non-employee Directors .

Performance Compensation

The company does not provide equity-based (e.g., RSUs/PSUs/options) or performance-tied awards to non-employee Directors beyond optional share fee elections; no performance metrics apply to Director pay .

Other Directorships & Interlocks

Expertise & Qualifications

• Operating leadership: Former Publisher & CEO of The Washington Post; senior advertising leadership experience .
• Investment acumen: Partner at Blu Ventures focused on cyber/innovation platforms .
• Legal background: Began career as an attorney .
• Governance breadth: Current director roles across multiple public companies; academic teaching in media/public affairs .

Equity Ownership

The beneficial ownership table indicates Weymouth holds 1,615 Class B shares (less than 1%), with no pledging; percentages are calculated by the company and annotated “(b) Less than 1%” .

Governance Assessment

• Strengths:

  • Determined independent by the Board under NYSE standards; active participation via Compensation and Finance Committees; adequate attendance; non-management executive sessions held with an appointed Lead Independent Director .
  • No director-specific equity awards or options create undue incentives; straightforward fixed retainer structure for non-employee Directors .

• Potential risks and RED FLAGS:

  • Controlled company status: Graham family descendants and related trusts control Class A stock and 70% of Board voting, and GHC does not maintain a nominating/governance committee—reducing standard independent nomination safeguards .
  • Family ties: Weymouth is the niece of the Chairman Emeritus, and her mother (Elizabeth G. Weymouth) is employed by GHC as Editor-at-Large with $300,000 compensation in 2024 (base $300,000 for 2025), a related-party transaction subject to Audit Committee policy; while reviewed, it presents a perceived conflict risk for investors .
  • Ownership alignment: Very small personal stake (1,615 Class B shares, <1%); while directors can elect stock via fee conversions, low “skin in the game” may weaken alignment optics relative to more substantial director holdings .

• Net view:

  • Committee roles and independent designation support board effectiveness; however, controlled company exemptions and familial relationships warrant monitoring for potential conflicts and nomination rigor. Investor confidence hinges on continued transparency in related-party oversight, robust executive session practice, and clear articulation of director independence judgments in light of family ties .