Tony Allen - Director | Graham Holdings (GHC) Executive Profile & Compensation

About Tony Allen

Dr. Tony Allen, age 54, has served as an independent director of Graham Holdings Company since February 2021. He is President of Delaware State University (since January 2020) and previously served as Provost (June 2017–January 2020); earlier, he held corporate roles including Managing Director, Corporate Reputation at Bank of America (January 2006–August 2017) and began his financial services career as Executive Vice President at MBNA America. The proxy identifies him as “Dr. Allen” but does not detail degree information; he brings higher education leadership, corporate operations and communications expertise, and financial services knowledge to the Board .

Past Roles

Organization	Role	Tenure	Committees/Impact
Delaware State University	President (12th President)	Jan 2020–present	Leads a public HBCU; strategic leadership in higher education
Delaware State University	Provost	Jun 2017–Jan 2020	Academic leadership prior to presidency
Biden Presidential Inaugural Committee	Committee Lead	Not disclosed	Led the Presidential Inaugural Committee
Biden Transition Team	Advisory Board Member	Not disclosed	Advisory role on transition team
Bank of America	Managing Director, Corporate Reputation	Jan 2006–Aug 2017	Corporate operations and communications oversight
MBNA America	Executive Vice President	Not disclosed	Began financial services career; executive leadership

External Roles

Organization	Role	Tenure	Notes
Federal Reserve Bank of Philadelphia	Economic and Community Advisory Council – Former Member	Not disclosed	External advisory experience
Metropolitan Wilmington Urban League	Founding President	Not disclosed	Community leadership
James H. Gilliam Fund for Social Justice & Equity	Principal Advisor	Not disclosed	Social justice & equity advisory
Public Allies Delaware	Co-Founder	Not disclosed	Non-profit leadership
National Urban Fellows	Chair Emeritus	Not disclosed	Governance in non-profit sector
President’s Board of Advisors on HBCUs	Member	Not disclosed	Federal advisory experience
Various awards	Recipient	Not disclosed	Whitney M. Young Award; Excellence in Education; Lifetime Achievement awards

Board Governance

Independence: Board determined Tony Allen is “independent” under NYSE rules (despite controlled company exemption) .
Committee assignments (2024): Compensation Committee member (Chair: Anne M. Mulcahy; members: Katharine Weymouth, Tony Allen) .
Attendance: The Board held five meetings in 2024; each Director attended at least 75% of Board and applicable committee meetings .
Executive sessions: Non-management directors met in executive session twice in 2024; Lead Independent Director is Christopher C. Davis .
Committee meeting cadence (2024): Audit (7), Compensation (6), Finance (1), Executive (0) .

Fixed Compensation

Component	Amount (USD)	Notes
Annual Director Retainer (non-employee director)	$180,000	Paid in cash or mix of cash/Class B shares via Director Share Purchase Program
Committee Chair Retainer (if applicable)	$0	Only committee chairs receive $20,000; Allen not a chair in 2024
Audit Committee Member Retainer (if applicable)	$0	Only Audit Committee members receive $20,000; Allen is not on Audit
Meeting Fees	$0	Not disclosed/none specified; out-of-pocket expenses reimbursed
2024 Total (Tony Allen)	$180,000	As reported in Director Compensation table

Notes

Director Share Purchase Program allows election of up to 50% of quarterly fees in fully vested Class B shares; 2024 share elections were disclosed for certain directors (Conley, Davis, Mulcahy, Wagoner), not for Allen; Allen’s compensation line shows $180,000 with no separate equity line items .

Performance Compensation

GHC does not otherwise provide equity-based compensation to non-employee directors beyond elective share purchases; no performance-based equity (RSUs/PSUs/options) or metrics tied to director pay are disclosed for directors .

Other Directorships & Interlocks

Category	Detail
Current public company boards	None disclosed for Tony Allen in the proxy .
Committee interlocks	Compensation Committee comprised of independent, non-employee directors; no interlocks disclosed with other entities’ executive officers serving on GHC Board .
Private/non-profit/academic boards	Multiple roles listed under External Roles (non-profit, academic, federal advisory) .

Expertise & Qualifications

Higher education leadership (President and former Provost at DSU), corporate communications and operations (Bank of America), and financial services experience (MBNA) .
Recognized with awards for advancing racial equality and education; broad civic and advisory experience .
Board brings diverse perspectives; majority independent; risk oversight through committees (Audit, Compensation, Finance) .

Equity Ownership

Holder	Class A Shares	Class B Shares	Ownership % of Class B	Vested vs Unvested	Pledged
Tony Allen	0	15	Less than 1%	Not applicable (no options/RSUs disclosed)	None; “None of the securities has been pledged”

Reference data: 3,375,982 Class B shares outstanding as of Feb 1, 2025 (basis for percentage; proxy reports “less than 1%”) .

Governance Assessment

Strengths
- Independent director with cross-sector expertise (education, financial services, corporate communications); serves on Compensation Committee, aligning oversight with executive pay decisions .
- Board maintains majority independence, Lead Independent Director structure, and regular executive sessions; robust committee oversight (Audit 7 meetings; Compensation 6) .
- Company-level policies managed by committees: insider trading prohibitions (including hedging), Dodd-Frank/NYSE-compliant clawback recoupment administered by Compensation Committee .
Potential concerns and investor watch-items
- Alignment: Tony Allen’s beneficial ownership is minimal (15 Class B shares), reflecting GHC’s structure where non-employee directors receive cash retainers and can optionally purchase shares; low “skin-in-the-game” compared to companies that grant annual director equity could be viewed as an alignment gap, albeit consistent with GHC policy .
- Controlled company dynamics: While the board is majority independent, GHC is a “controlled company” with significant family ownership and exemptions from certain governance requirements (e.g., no nominating committee); investors should monitor independent oversight quality over time .
- Bandwidth: As sitting university president, Allen holds substantial external responsibilities; while 2024 attendance met minimum thresholds (≥75%), ongoing engagement depth should be assessed through future attendance and committee participation disclosures .
Signals from Compensation Committee oversight (context for Allen’s committee role)
- Executive annual bonus design linked to diluted EPS with defined thresholds and caps; 2024 payout ~90% of target after adjustments (EPS goal $61.88; adjusted actual $59.40 vs reported EPS $163.40) .
- Long-term cash Performance Units with multi-division metrics; 2021–2024 cycle paid $132 per unit based on business achievements across Kaplan, GMG, manufacturing, healthcare and other segments .
- Peer group used for benchmarking (conglomerates, education, media with revenues 0.5x–2.0x GHC): includes Adtalem, Nexstar, Pearson, Sinclair, Strategic Education, Tegna, NYT, etc. (see proxy list) .
- 2024 Say-on-Pay (for 2023 compensation) was unanimously approved by Class A shareholders, signaling support for current pay practices .
Related-party transactions and red flags
- No related-party transactions disclosed involving Tony Allen; Section 16(a) delinquency note references only Jacob Maas (one late filing), not Allen .
- Company’s policy addresses approval of related-party transactions above $100,000 via Audit Committee oversight .

THE INFORMATION ABOVE IS DRAWN FROM THE COMPANY’S 2025 DEF 14A PROXY STATEMENT AND CITED ACCORDINGLY: