Business Context and Reporting Period
This Form 8-K Current Report, dated December 30, 2025, and signed January 6, 2026, discloses significant executive leadership and Board of Directors changes for McGraw Hill, Inc. (NYSE: MH). The report details the retirement of the current CEO and the appointment of a successor, effective February 9, 2026.
Key Financial Metrics
This filing does not contain operational financial results such as revenue, profit, cash flow, margins, debt, or liquidity metrics. The financial data presented is limited to executive compensation arrangements and transition costs.
- CEO Transition Supplement (Simon Allen): Quarterly cash supplement of $42,500 through December 31, 2028.
- CEO Base Salary (Philip Moyer): Not less than $1,200,000 annually.
- CEO Target Bonus (Philip Moyer): $1,800,000 annually.
- CEO Sign-On Bonus (Philip Moyer): $2,500,000 total, payable in two installments.
- CEO Initial Equity Award (Philip Moyer): Restricted Stock Units (RSUs) with a fair market value of $8,000,000.
- CEO Housing Stipend (Philip Moyer): $8,000 per month.
- Director Compensation (Simon Allen): Annual cash retainer of $100,000 and annual RSU award valued at $185,000.
Material Changes Versus Prior Period
The primary material change is the succession of the Chief Executive Officer and an expansion of the Board of Directors.
- CEO Departure: Simon Allen notified the Board of his intention to retire as President and CEO, effective February 9, 2026. He will remain with the Company as Chair of the Board.
- CEO Appointment: Philip Moyer was appointed President and CEO, effective February 9, 2026.
- Board Expansion: The Board size increased from nine to 11 directors effective February 9, 2026.
- New Directors: Philip Moyer (Class II) and Eric Worley (Class I) were appointed to the Board to fill vacancies created by the expansion.
Guidance, Outlook, and Risks
The filing contains no specific financial guidance, revenue outlook, or management commentary regarding future operational performance. It includes standard forward-looking statement disclaimers noting that actual results may differ materially from expectations due to various risks.
Compensation Risks and Contingencies:
- Clawback Provisions: Mr. Moyer's $2.5 million sign-on bonus is repayable if he is terminated for "cause" or voluntarily resigns without "good reason" within 12 and 24 months of the transition date.
- Performance Vesting: 50% of Mr. Moyer's $8 million equity award is tied to performance-based vesting conditions (PSUs) based on the Company's volume-weighted average share price (VWAP) hitting targets of $28.00, $32.00, $38.00, or $40.00 by the third anniversary of the transition.
- Severance: Mr. Moyer is eligible for 18 months of base salary and pro-rated bonus in the event of a "Qualifying Termination."
Investor Verification Checklist
- Verify the exact transition date of February 9, 2026, for the change in CEO leadership.
- Review the full text of the Transition Agreement (Exhibit 10.1) and Employment Agreement (Exhibit 10.2) for detailed terms regarding Mr. Allen's and Mr. Moyer's compensation.
- Confirm the specific performance metrics (VWAP targets) required for Mr. Moyer's performance-based equity vesting.
- Monitor the Company's stock price relative to the $28.00–$40.00 range to assess potential equity dilution or vesting outcomes for the new CEO.
- Check subsequent filings for the formal election of Mr. Moyer and Mr. Worley at the 2026 and 2027 annual meetings of stockholders.