Wallace R. Cooney
Graham HoldingsAbout Wallace R. Cooney
Wallace R. Cooney is Senior Vice President–Finance and Chief Financial Officer (principal financial officer) of Graham Holdings Company. He is 62 and has served as CFO since April 2017, following roles as Vice President–Finance & Chief Accounting Officer (2008–2017) and Controller (joined in 2001) . He signs SOX 302/906 certifications and the 10-K on behalf of GHC, indicating direct oversight of disclosure controls, ICFR, and fair presentation of financial results . Company performance in 2024 included consolidated revenues of $4,790.9 million, operating income of $215.5 million, and net income attributable to shareholders of $724.6 million; the pay-versus-performance table shows 2024 TSR value of $144.19 vs peer group $97.93, with operating income before amortization/impairments used as a key performance measure .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Graham Holdings Company | Controller | 2001–2008 | Financial reporting leadership; foundation for later principal financial officer responsibilities |
| Graham Holdings Company | Vice President–Finance & Chief Accounting Officer | 2008–2017 | Oversight of accounting policy and controls; prepared to assume principal financial officer role |
| Graham Holdings Company | SVP–Finance & Chief Financial Officer | 2017–present | Principal financial officer signing SOX 302/906 certifications; responsible for disclosure controls and ICFR |
External Roles
No external directorships or outside roles disclosed for Mr. Cooney in company filings .
Fixed Compensation
| Metric | 2022 | 2023 | 2024 |
|---|---|---|---|
| Base Salary ($) | 675,000 | 675,000 | 725,000 |
| Target Bonus % of Salary | 50% | 50% (no change vs 2024) | 50% |
| Target Bonus $ | 337,500 | — (percent disclosed) | 362,500 |
| Actual Annual Bonus Paid ($) | 420,565 | 316,340 | 326,178 |
| All Other Compensation ($) | 11,266 | 11,986 | 9,054 |
| Pension Value Change ($) | — | 171,097 | 199,627 |
| Total Compensation ($) | 1,886,831 | 1,549,579 | 2,117,859 |
Notes:
- Annual bonus targets for NEOs (excluding Mr. Rosen) were based on diluted EPS; 2024 EPS target was $61.88, adjusted actual was $59.40 (96% of target), yielding ~90% of target payout; Cooney’s target was 50% of salary and actual bonus was $326,178 vs $362,500 target .
Performance Compensation
| Incentive Type | Metric | Weighting/Structure | Target | Actual/Result | Payout | Vesting |
|---|---|---|---|---|---|---|
| Annual Bonus (2024) | Company Diluted EPS | NEOs (ex-Rosen) 100% EPS; payouts from 0–200%, threshold 80% of target | $61.88 | Adjusted EPS $59.40; 96% of goal; Committee adjustments described | $326,178 (≈90% of target $362,500) | Cash paid for FY 2024 performance |
| Performance Units (2021–2024 cycle) | Multi-metric across divisions (Kaplan, GMG TSR/cash flow ranking, Manufacturing cluster, Healthcare, Automotive/Other, Framebridge, Leaf Group) | Unit valued by weighted criteria; unit maximum $200; overlapping cycles every two years | Business-unit cumulative targets (e.g., Kaplan $444.2m OI-adjusted; GMG top cash flow margin; others per plan) | Achievements produced $132 value per unit for the cycle | $858,000 (6,500 units × $132) | Cash payout in March 2025 for 2021–2024 cycle |
| Performance Units (2023–2026 cycle) | Updated criteria incl. Kaplan OI, GMG operating/digital/new business, Manufacturing, Healthcare, Automotive, Framebridge GP, Other Businesses OI | Criteria/weights set (e.g., Kaplan up to 25%, GMG components 20% etc.) | Not disclosed per executive | In-progress; no payout disclosed | — | Cycle runs through 2026 |
| Restricted Stock | Company Class B RS awards under 2012 and 2022 plans; cliff vest after 4 years, no accelerated vesting | Alignment via multi-year appreciation | Grants in Jan 2021 (vest Jan 2025) and Jan 2023 (vest Jan 2027) | Holding until vest dates | — (time-based) | 700 shares vest 1/2/2025; 616 shares vest 1/4/2027 |
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Total Beneficial Ownership | 5,524 Class B shares; includes 2,000 shares underlying options; less than 1% of Class B |
| Shares Pledged | None of the securities pledged as security |
| Options | 2,000 options, exercise price $845.72, expiration 4/1/2027; fully vested (6-year ratable vest completed 2018–2023) |
| Unvested Restricted Stock | 1,316 shares unvested at 12/31/2024; market value $1,147,447 at $871.92 per share |
| Upcoming Vesting | 700 shares vest 1/2/2025; 616 shares vest 1/4/2027 |
| Ownership Guidelines | Not disclosed; NEO grants generally every other year (excluding CEO) |
Employment Terms
- Change-in-control: Company does not have agreements with NEOs that provide payments in conjunction with a change in control .
- Termination/severance: Historical disclosure indicates Cooney’s option agreement provided accelerated vesting of the next tranche upon termination without cause (as of 12/31/2022 scenario); options are now fully vested, and no separate severance cash is disclosed for Cooney .
- Non-compete/non-solicit: Restrictive covenants were disclosed for O’Shaughnessy and Rosen; no specific post-termination covenants are disclosed for Cooney .
- Pension and retirement: Present value of accumulated retirement benefit $1,617,100 with 23 credited years; unreduced benefits eligibility at age 64 (Rule of 90) . As of 2024, Cooney receives a 10% company contribution under the Company Contribution Plan given 10+ years of service; SRA Schedule closed to new pay credits but continues monthly interest credits .
Investment Implications
- Pay-for-performance alignment: Cooney’s annual bonus is fully tied to company diluted EPS with a rigorous threshold and capped at 200%; the 2024 adjusted EPS miss vs target (96% achievement) led to ~90% payout, supporting formulaic discipline . Long-term cash performance units are diversified across segments and media peer comparisons, with significant 2021–2024 payout tied to achieved operating metrics and GMG outperformance .
- Retention risk: With fully vested options and significant pension accruals (Rule of 90 eligibility at 64), retention risk appears moderate; lack of CIC protections and no disclosed severance cash for Cooney reduces “golden parachute” concerns .
- Insider selling pressure: Watch time-based restricted stock vesting dates (Jan 2025 and Jan 2027) for potential liquidity events; no pledge risk disclosed .
- Governance signals: No Section 16 filing issues for Cooney; say-on-pay received unanimous Class A shareholder approval for prior year compensation, indicating investor acceptance of pay design .
- Performance context: Company 2024 revenue growth (+9% y/y to $4,790.9m), strong TSR vs peer group, and improved operating income underpin bonus outcomes; EPS-based bonus adjustments excluded material non-operating items, suggesting emphasis on core operations .
Supplemental: Key Company Performance Figures (context for incentives)
| Metric | 2022 | 2023 | 2024 |
|---|---|---|---|
| Consolidated Revenues ($000s) | 3,924,493 | 4,414,877 | 4,790,904 |
| Income from Operations ($000s) | 83,898 | 69,393 | 215,504 |
| Net Income ($000s) | 70,434 | 211,704 | 732,610 |
| TSR – Value of $100 | 97.93 | 114.15 | 144.19 |
| Peer Group TSR – Value of $100 | 80.53 | 91.38 | 97.93 |
Notes on Data Coverage
- Stock ownership, options, and vesting schedules are per the 2025 Proxy as of 12/31/2024 .
- Bonus plan design and targets are per 2025 Proxy (2024 program); 2022 plan details per 2023 Proxy; 2023 target % unchanged vs 2024 .
- Pension details and CC Plan participation as disclosed; SERP participation applies to Rosen, not Cooney .
Investment Implications
- Compensation levers: Cooney’s pay mix emphasizes at-risk cash tied to EPS and multi-year performance units, aligning with shareholder outcomes while limiting equity grant frequency for NEOs other than CEO; absence of CIC protections reduces entrenchment risk .
- Watchlist catalysts: Monitor EPS guidance/calibration given bonus sensitivity; GMG peer-relative metrics and segment operating income drive long-term unit payouts through 2026; restricted stock vestings (Jan 2025 and Jan 2027) may precede Form 4 activity .
- Alignment/risks: No pledging and formal ownership disclosed; sizable pension accrual indicates long tenure and institutional knowledge; lack of disclosed severance and CIC benefits for Cooney implies lower shareholder risk from parachutes, but could increase external recruitment vulnerability .