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Pay vs Performance Disclosure - USD ($)

12 Months Ended

Dec. 31, 2023

Dec. 31, 2022

Dec. 31, 2021

Dec. 31, 2020

Pay vs Performance Disclosure

Pay vs Performance Disclosure, Table

PAY VERSUS PERFORMANCE

The following table and supporting graphics provide information regarding the relationship between executive compensation actually paid (as defined by SEC rules) and the Company’s financial performance as required by Item 402(v) of SEC Regulation

S-K.

For further information about how the Company aligns executive compensation with performance, see “Compensation Discussion and Analysis” in this Proxy Statement. The amounts in the table below are calculated in accordance with SEC rules and do not represent amounts actually earned or realized by the named executive officers (NEOs).


Year (a)	Summary Compensation Table Total for CEO ($) (b)		Compensation Actually Paid to CEO ($) (c)		Average Summary Compensation Table Total for Non-CEO NEOs ($) (d)		Average Compensation Actually Paid to Non-CEO NEOs ($) (e)		Value of Initial Fixed $100 Investment Based On:				Net Income ($ millions) (h)		Operating Income before Amortization and Impairments ($ millions) (i)
Year (a)	Summary Compensation Table Total for CEO ($) (b)		Compensation Actually Paid to CEO ($) (c)				Average Compensation Actually Paid to Non-CEO NEOs ($) (e)		Total Shareholder Return ($) (f)		Peer Group Total Shareholder Return ($) (g)		Net Income ($ millions) (h)
2023		1,781,256		4,259,793		2,684,386		2,909,823		114.15		91.38		211.7		218.5
2022		3,487,464		4,277,957		2,997,459		3,254,318		97.93		80.53		70.4		271.7
2021		2,272,461		7,665,501		2,438,194		2,712,613		100.99		66.93		353.3		168.2
2020		9,652,756		16,264,685		2,815,080		1,824,204		84.68		132.43		300.0		187.4

Column (b).

Reflects compensation amounts reported in the “Summary Compensation Table” for our CEO, Timothy J. O’Shaughnessy, for the respective years shown.

Column (c).

“Compensation actually paid” to the CEO in each of 2023, 2022, 2021 and 2020 reflects the respective amounts set forth in column (b) of the table above, adjusted as set forth in the table below, as determined in accordance with Item 402(v) of Regulation

S-K.

The dollar amounts reflected in the table above do not reflect the actual amount of compensation earned or paid to the CEO during the applicable year. The adjustments in the table below were made to Mr. O’Shaughnessy’s total compensation for each year to determine the compensation actually paid:


	Mr. O’Shaughnessy
	2023			2022			2021			2020
Total Compensation as reported in Summary Compensation Table (SCT)	$	1,781,256		$	3,487,464			$2,272,461			$9,652,756
Less: Change in Pension Value and Non-Qualified Deferred Compensation Earnings reported in SCT		(34,382	)		(22,908	)		(19,561	)		(19,356	)
Plus: Pension value attributable to current year’s service cost and any change in pension value attributable to plan amendments made in the current year		18,178			17,528			16,048			15,472
Less: Fair value of Stock and Option Awards reported in SCT during fiscal year		—			—			—			(7,245,719	)
Plus: Fair value of equity compensation granted in current year that are outstanding and unvested as of year-end		—			—			—			14,125,853
Change in fair value from end of prior fiscal year to vesting date for awards made in prior fiscal years that vested during current fiscal year		(314,046	)		(187,892	)		757,186			(326,380	)
Change in fair value from end of prior fiscal year to end of current fiscal year for awards made in prior fiscal years that were unvested at end of current fiscal year		2,808,787			983,765			4,639,367			62,059
Fair value of awards forfeited in current fiscal year determined at end of prior fiscal year		—			—			—			—
Dividends or other earnings paid on stock or option awards in the current fiscal year prior to the vesting date that are not otherwise included in the total compensation for the current fiscal year		—			—			—			—
Compensation Actually Paid to CEO	$	4,259,793		$	4,277,957		$	7,665,501		$	16,264,685

Column (d).

The dollar amounts reported under Average Summary Compensation Total for

non-CEO

NEOs represent the average of the amounts reported for the Company’s named executive officers (NEOs) as a group (excluding any individual serving as the CEO for such year) in the “Total” column of the “Summary Compensation Table” for the respective years shown. The names of the NEOs included for purposes of calculating the average amounts in each applicable year are as follows:

2020: Wallace R. Cooney, Andrew S. Rosen, Nicole M. Maddrey, Denise M. Demeter

2021: Wallace R. Cooney, Andrew S. Rosen, Jacob M. Maas, Nicole M. Maddrey

2022: Wallace R. Cooney, Andrew S. Rosen, Jacob M. Maas, Nicole M. Maddrey

2023: Wallace R. Cooney, Andrew S. Rosen, Jacob M. Maas, Nicole M. Maddrey

Column (e).

Average “compensation actually paid” for the

non-CEO

NEOs in each of 2023, 2022, 2021 and 2020 reflects the respective amounts set forth in column (d) of the table above, adjusted as set forth in the table below, as determined in accordance with Item 402(v) of Regulation

S-K.

The dollar amounts reflected in the table above do not reflect the actual amount of compensation earned or paid to the

non-CEO

NEOs during the applicable year. The adjustments in the table below were made to

non-CEO

NEOs total compensation for each year to determine the compensation actually paid:


	Non-CEO NEO Averages
	2023			2022			2021			2020
Total Compensation as reported in Summary Compensation Table (SCT)		$2,684,386			$2,997,459			$2,438,194			$2,815,080
Less: Change in Pension Value and Non-Qualified Deferred Compensation Earnings reported in SCT		(383,147	)		(5,709)			(53,904	)		(1,063,996	)
Plus: Pension value attributable to current year’s service cost and any change in pension value attributable to plan amendments made in the current year		165,774			221,244			219,571			215,268
Less: Fair value of Stock and Option Awards reported in SCT during fiscal year		(350,187	)		(873,519	)		(342,750	)		(9,439	)
Plus: Fair value of equity compensation granted in current year that are outstanding and unvested as of year-end		401,083			928,991			392,407			—
Plus: Fair value of equity compensation granted and vested in current year		—			—			—			106,699
Change in fair value from end of prior fiscal year to vesting date for awards made in prior fiscal years that vested during current fiscal year		1,210			688			2,363			(4,947	)
Change in fair value from end of prior fiscal year to end of current fiscal year for awards made in prior fiscal years that were unvested at end of current fiscal year		390,704			(14,836	)		56,732			(107,031	)
Fair value of awards forfeited in current fiscal year determined at end of prior fiscal year		—			—			—			(127,430	)
Dividends or other earnings paid on stock or option awards in the current fiscal year prior to the vesting date that are not otherwise included in the total compensation for the current fiscal year		—			—			—			—
Average Compensation Actually Paid to Non-CEO NEOs		$2,909,823			$3,254,318			$2,712,613			$1,824,204

Equity Valuations: Stock option grant date fair values are calculated based on the Black-Scholes option pricing model as of date of grant. Adjustments have been made using stock option fair values as of each measurement date using the stock price as of the measurement date and updated assumptions (i.e., term, volatility, dividend yield, risk free rates) as of the measurement date. Time-vested restricted stock award grant date fair values are calculated using the stock price as of date of grant. Adjustments to the restricted stock fair values have been made using the stock price as of year end and as of each date of vesting. The grant date fair value of Mr. Maas’ restricted stock unit award was estimated using a Monte Carlo simulation. An adjustment to Mr. Maas’ restricted stock unit award has been made using a Monte Carlo simulation as of year end 2023 and 2022 using the stock price as of the measurement date and updated assumptions (i.e., volatility, dividend yield, risk free rate) as of the measurement date.

Column (f).

The Total Shareholder Return (TSR) reflects the value as of each

measurement

date (December 31, 2023, 2022, 2021 and 2020) of an initial investment of $100 on December 31, 2019 in the Company’s Class B Common Stock. For purposes of the TSR, it has been assumed that quarterly dividends were reinvested.

Column (g).

The Peer Group TSR reflects the value as of each measurement date (December 31, 2023, 2022, 2021 and 2020) of an initial investment of $100 on December 31, 2019 in a custom peer group index comprised of a composite group of education and television broadcasting companies weighted by market capitalization, which includes Adtalem Global Education Inc., Chegg, Inc., The E.W. Scripps Company, Grand Canyon Education Inc., Nexstar Media Group Inc., Gray Television Inc., New Oriental Education & Technology Group Inc., Pearson plc and Tegna Inc. For purposes of the Peer Group TSR it has been assumed that dividends were reinvested on a quarterly basis.

Column (h).

Reflects “Net Income” in the Company’s Consolidated Statements of Operations included in the Company’s Annual Reports on Form

10-K

for each of the years ended December 31, 2023, 2022, 2021 and 2020, respectively.

Column (i).

The Company’s selected measure is “Operating Income before Amortization and Impairments” reported as Income (Loss) from Operations before Amortization of Intangible Assets and Impairment of Goodwill and Other Long-Lived Assets in Note 19. Business Segments of the Company’s Financial Statements included in the Annual Reports on Form

10-K

for each of the years ended December 31, 2023, 2022, 2021 and 2020, respectively.

Company Selected Measure Name

Operating Income before Amortization and Impairments

Named Executive Officers, Footnote

The names of the NEOs included for purposes of calculating the average amounts in each applicable year are as follows:

2020: Wallace R. Cooney, Andrew S. Rosen, Nicole M. Maddrey, Denise M. Demeter

2021: Wallace R. Cooney, Andrew S. Rosen, Jacob M. Maas, Nicole M. Maddrey

2022: Wallace R. Cooney, Andrew S. Rosen, Jacob M. Maas, Nicole M. Maddrey

2023: Wallace R. Cooney, Andrew S. Rosen, Jacob M. Maas, Nicole M. Maddrey

Peer Group Issuers, Footnote

Column (g).

PEO Total Compensation Amount

$ 1,781,256

$ 3,487,464

$ 2,272,461

$ 9,652,756

PEO Actually Paid Compensation Amount

$ 4,259,793

4,277,957

7,665,501

16,264,685

Adjustment To PEO Compensation, Footnote

Column (c).

S-K.


	Mr. O’Shaughnessy
	2023			2022			2021			2020
Total Compensation as reported in Summary Compensation Table (SCT)	$	1,781,256		$	3,487,464			$2,272,461			$9,652,756
Less: Change in Pension Value and Non-Qualified Deferred Compensation Earnings reported in SCT		(34,382	)		(22,908	)		(19,561	)		(19,356	)
Plus: Pension value attributable to current year’s service cost and any change in pension value attributable to plan amendments made in the current year		18,178			17,528			16,048			15,472
Less: Fair value of Stock and Option Awards reported in SCT during fiscal year		—			—			—			(7,245,719	)
Plus: Fair value of equity compensation granted in current year that are outstanding and unvested as of year-end		—			—			—			14,125,853
Change in fair value from end of prior fiscal year to vesting date for awards made in prior fiscal years that vested during current fiscal year		(314,046	)		(187,892	)		757,186			(326,380	)
Change in fair value from end of prior fiscal year to end of current fiscal year for awards made in prior fiscal years that were unvested at end of current fiscal year		2,808,787			983,765			4,639,367			62,059
Fair value of awards forfeited in current fiscal year determined at end of prior fiscal year		—			—			—			—
Dividends or other earnings paid on stock or option awards in the current fiscal year prior to the vesting date that are not otherwise included in the total compensation for the current fiscal year		—			—			—			—
Compensation Actually Paid to CEO	$	4,259,793		$	4,277,957		$	7,665,501		$	16,264,685

Non-PEO NEO Average Total Compensation Amount

$ 2,684,386

2,997,459

2,438,194

2,815,080

Non-PEO NEO Average Compensation Actually Paid Amount

$ 2,909,823

3,254,318

2,712,613

1,824,204

Adjustment to Non-PEO NEO Compensation Footnote

Column (e).

Average “compensation actually paid” for the

non-CEO

S-K.

The dollar amounts reflected in the table above do not reflect the actual amount of compensation earned or paid to the

non-CEO

NEOs during the applicable year. The adjustments in the table below were made to

non-CEO

NEOs total compensation for each year to determine the compensation actually paid:


	Non-CEO NEO Averages
	2023			2022			2021			2020
Total Compensation as reported in Summary Compensation Table (SCT)		$2,684,386			$2,997,459			$2,438,194			$2,815,080
Less: Change in Pension Value and Non-Qualified Deferred Compensation Earnings reported in SCT		(383,147	)		(5,709)			(53,904	)		(1,063,996	)
Plus: Pension value attributable to current year’s service cost and any change in pension value attributable to plan amendments made in the current year		165,774			221,244			219,571			215,268
Less: Fair value of Stock and Option Awards reported in SCT during fiscal year		(350,187	)		(873,519	)		(342,750	)		(9,439	)
Plus: Fair value of equity compensation granted in current year that are outstanding and unvested as of year-end		401,083			928,991			392,407			—
Plus: Fair value of equity compensation granted and vested in current year		—			—			—			106,699
Change in fair value from end of prior fiscal year to vesting date for awards made in prior fiscal years that vested during current fiscal year		1,210			688			2,363			(4,947	)
Change in fair value from end of prior fiscal year to end of current fiscal year for awards made in prior fiscal years that were unvested at end of current fiscal year		390,704			(14,836	)		56,732			(107,031	)
Fair value of awards forfeited in current fiscal year determined at end of prior fiscal year		—			—			—			(127,430	)
Dividends or other earnings paid on stock or option awards in the current fiscal year prior to the vesting date that are not otherwise included in the total compensation for the current fiscal year		—			—			—			—
Average Compensation Actually Paid to Non-CEO NEOs		$2,909,823			$3,254,318			$2,712,613			$1,824,204

Compensation Actually Paid vs. Total Shareholder Return

The graphical presentation below represents the cumulative total shareholder return (TSR) for the Company and custom peer group compared to “compensation actually paid” in accordance with Item 402(v) of Regulation

S-K.

Compensation Actually Paid vs. Net Income

The graphical presentation below represents the Company’s net income compared to “compensation actually paid” in accordance with Item 402(v) of Regulation

S-K.

Compensation Actually Paid vs. Company Selected Measure

The graphical presentation below represents the Company’s operating income before amortization and impairments compared to “compensation actually paid” in accordance with Item 402(v) of Regulation

S-K.