Nicole M. Maddrey
Graham HoldingsAbout Nicole M. Maddrey
Nicole M. Maddrey, age 60, is Senior Vice President, General Counsel and Corporate Secretary of Graham Holdings Company (GHC). She has served in her current role since April 2015; she joined GHC in 2007 as Associate General Counsel, and previously served as Special Counsel in the Division of Corporation Finance at the U.S. Securities and Exchange Commission . Company performance during the last five reported years shows cumulative TSR rising from 84.68 to 144.19 (value of a fixed $100 investment), Net Income expanding from $300.0M to $732.6M, and Operating Income before Amortization and Impairments increasing from $187.4M to $302.4M, indicating stronger profitability over the period .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Graham Holdings Company | Senior Vice President, General Counsel and Secretary | 2015–Present | Lead enterprise legal and governance; corporate secretary responsibilities |
| Graham Holdings Company | Associate General Counsel | 2007–2015 | Corporate legal support; governance and disclosure oversight |
| U.S. Securities and Exchange Commission (Division of Corporation Finance) | Special Counsel | Prior to 2007 | Public company disclosure and regulatory expertise |
Fixed Compensation
| Metric | FY 2022 | FY 2023 | FY 2024 |
|---|---|---|---|
| Base Salary ($) | $650,000 | $650,000 | $700,000 |
| Target Bonus % of Salary | 40% | 40% | 40% |
| Actual Annual Bonus Paid ($) | $323,991 | $243,699 | $251,944 |
| Stock Awards ($, grant-date FV) | — | $350,187 | — |
| Option Awards ($, grant-date FV) | — | — | — |
| All Other Compensation ($) | $9,983 | $11,035 | $8,063 |
Performance Compensation
| Incentive | Metric | Weighting | Target | Actual/Result | Payout Outcome | Vesting/Payment |
|---|---|---|---|---|---|---|
| Annual Bonus (FY 2024) | Diluted EPS | 100% (NEOs except Rosen) | $61.88 | $59.40 (adjusted) | ~90% of target; Ms. Maddrey $251,944 | Paid March 2025 per program |
| Performance Units (2019–2022) | Four-year corporate/business unit scorecard | Various per plan | $100 target/unit | Plan ended 2022 | Ms. Maddrey $600,000 (FY 2022 payout) | Paid following cycle |
| Performance Units (2021–2024) | Seven criteria (Kaplan, GMG, Hoover/Dekko/Joyce/Forney, GHG, Framebridge, Multi-business group, Leaf Group) | Up to: 27.5%, 25%, 10%, 12.5%, 10%, 10%, 5% of max respectively | Notional $100 target/unit | Per-unit payouts: Kaplan $26.91; GMG $50; Hoover/Dekko/Joyce/Forney $9.81; GHG $25; Framebridge $0; Multi-business group $20; Leaf Group $0 | Unit value = $132; Ms. Maddrey held 5,000 units → $660,000 | Paid March 2025 |
Program design notes
- Annual bonus formula (NEOs other than Rosen) pays 0–200% of target; threshold at 80% of EPS target; Committee adjusted for specified budget variances and unusual items to align with operating performance .
- Performance Units are cash-based LTIP awards with four-year cycles, overlapping every two years; target $100, max $200 per unit .
Equity Ownership & Alignment
| Category | Detail |
|---|---|
| Total Beneficial Ownership | 4,223 Class B shares; less than 1% of outstanding |
| Vested vs Unvested | Unvested restricted stock: 1,172 shares, market value $1,021,890 at 12/31/2024; vest tranches: 597 shares on 1/2/2025, 575 shares on 1/4/2027 |
| Options | None outstanding (no exercisable or unexercisable options) |
| Pledging/Hedging | None of the securities are pledged; company policy prohibits hedging by directors and executive officers |
| Ownership Guidelines | Not disclosed in proxy; dividends on restricted stock recorded under “All Other Compensation” ($8,063 in 2024) |
Employment Terms
| Provision | Ms. Maddrey |
|---|---|
| Employment Start at GHC | 2007 (Associate GC); SVP, GC & Secretary since April 2015 |
| Contract/Letter Agreement | No specific executive employment or severance agreement disclosed for Ms. Maddrey |
| Severance/Change-in-Control | Company states it does not have change-in-control payment agreements for NEOs; no CIC benefits disclosed for Ms. Maddrey |
| Clawback | NYSE/Dodd-Frank compliant clawback policy administered by Compensation Committee for incentive-based compensation tied to financial reporting |
| Non-compete/Non-solicit | Not disclosed for Ms. Maddrey (non-compete noted for CEO and Mr. Rosen only) |
| Pension/Retirement | Present value of accumulated benefit under the Retirement Plan: $1,104,075 at 12/31/2024 |
Performance & Track Record (Company-level during reported periods)
| Metric | 2020 | 2021 | 2022 | 2023 | 2024 |
|---|---|---|---|---|---|
| Total Shareholder Return ($100 base) | 84.68 | 100.99 | 97.93 | 114.15 | 144.19 |
| Net Income ($USD millions) | 300.0 | 353.3 | 70.4 | 211.7 | 732.6 |
| Operating Income before Amortization & Impairments ($USD millions) | 187.4 | 168.2 | 271.7 | 218.5 | 302.4 |
Say-on-Pay & Shareholder Feedback
- Class A shareholders unanimously approved 2024 NEO compensation (Proposal 2) at the May 6, 2025 Annual Meeting: 964,001 For; 0 Against; 0 Abstain .
- Company maintains annual advisory votes; Compensation Committee reviews feedback and retained pay-for-performance framework emphasizing cash incentives and LTIPs .
Compensation Peer Group (Benchmarking)
- Committee references peers operating in Conglomerates, Education, Media with 0.5–2× GHC prior-year revenue, including Adtalem, Strategic Education, Nexstar, Tegna, Sinclair, News Corp, NY Times, Gray TV, Pearson, Wiley, iHeartMedia, E.W. Scripps, Gannett, Scholastic, Select Medical, AdaptHealth, Bright Horizons, AMC Networks, Laureate .
Risk Indicators & Red Flags
- Hedging prohibited for directors and executive officers; pre-clearance and blackout windows enforced; 10b5-1 plans permitted within governance controls .
- No securities pledged; no delinquent Section 16 filings reported for Ms. Maddrey (one late filing referenced for another officer) .
- Company discloses no change-in-control agreements for NEOs; clawback policy in place .
Investment Implications
- Strong alignment: Maddrey’s pay mix emphasizes performance—annual bonus tied to diluted EPS and material LTIP payouts based on multi-segment operating criteria; 2021–2024 unit value reached $132 per unit, signaling broad-based execution across segments .
- Retention risk appears limited: continuing unvested restricted stock through 2027, pension balance, and absence of CIC windfalls; no personal pledging and hedging barred reduces misalignment risks .
- Trading signals: absence of hedging/pledging, strict blackout/pre-clearance, and unanimous say-on-pay vote mitigate governance-driven sell pressure; watch future LTIP cycle structures and any adjustments to performance metrics/discretion that could alter pay-for-performance sensitivity .
Overall, Maddrey’s governance role and compensation structure align with long-term value creation through disciplined EPS and segment operating targets; continuing equity vesting and robust clawback/insider policies further support investor confidence .