EXCLUSIVE: This is exactly the kind of information that shareholders of Big Media need to know but rarely see. It’s considered a red flag when any public company pays one of its bigwigs – usually the CEO – three times more than the average for the four other top executives which the SEC requires them to list. So I’ve taken proxy statements and done the computations and discovered that at least 16 of 35 companies failed that test. Often miserably. Nearly half of the media company compensation packages disclosed so far for 2010 show a startling degree of hero-worship as boards of directors pay their top dogs sums that far exceed what the pay was for other top execs in the company.
Stock grants accounted for big chunks of the compensation for those who top this list, including Discovery Communications CEO David Zaslav, Viacom CEO Philippe Dauman, DirecTV CEO Michael White, Nielsen CEO David Calhoun, and CBS chief Les Moonves. Radio station owner Entercom was off the charts: CEO David Field’s $9.1 million compensation was modest by media company standards but still 25.4 times bigger than average for the company’s other four executives. It includes $7.9 million from stock grants that only pay off if Entercom shares rise to hit certain target prices.
Still, corporate governance experts who focus on what’s often called “CEO centrality” say that an out-of-whack pay package is bad news for shareholders. It indicates that the board of directors may be in the pocket of a CEO – or believes he or she has near super-human power to help the company succeed. In either case, the board is likely to give the CEO all the credit when things go well, and blame others when they go badly. Research shows that usually hurts the stock price over time.
I’ll track this and other measures of lop-sided pay as other media companies release information for 2010. But there are a few things to keep in mind: The SEC reporting rules only cover the top-paid executives of publicly traded U.S. companies. That means we probably won’t know how much privately held Hearst pays CEO Frank Bennack, or how much Japan’s Sony pays CEO Howard Stringer. It also means that we’ll miss a lot of highly paid people who work at subsidiaries of a big company; Universal Studios’ Ron Meyer may be a big deal in Hollywood, but he was a relatively small fish last year at parent company General Electric.
To make comparisons in our list here as fair as possible, we looked at the compensation for the five most highly paid employees for 2010. Sometimes companies report the pay for more than five people — for example, when a top executive is replaced during the year a corporation will include the incoming and outgoing person’s compensation. And the pay data given the SEC can spike in a year when an executive cashes in stock or collects deferred compensation. So here’s how the companies stack up, with the top paid executive’s 2010 reported compensation and comparison to the average (median) pay for the four other highest-paid honchos:
1. Entercom: David Field. The son of company founder Joseph Field became CEO in 2002, about 15 years after leaving his job as an investment banker at Goldman Sachs. Field made $9.1 million last year – the total of his $791,723 salary, $444,308 bonus, $7.9 million in stock, and $28,000 in other perks including medical insurance premiums. That’s a 348% raise in a year when company shares appreciated 53.2%. Though considered a strong operating executive, his salary stands out because it’s 25.4 times higher than the $358,692 average for the four other top executives listed in Entercom’s proxy statement. Field’s salary and the $3.9 million paid to CFO Stephen Fisher accounted for 93% of the $14 million that Entercom paid to its top five executives.
2. Discovery Communications: David Zaslav. The former head of NBC Universal’s cable channels, who became Discovery’s CEO in 2008, has impressed Wall Street by cutting costs as he turned Discovery Times into I.D., Discovery Home into Planet Green, Discovery Kids into The Hub, and forged a partnership with Oprah Winfrey to turn Discovery Health into OWN. But now the channels have to deliver, and the results have been mixed — with OWN off to a tumultuous and expensive birthing and then disappointing ratings since its January start. Last year, Discovery’s stock price rose 34% while Zaslav’s pay was up 265% to $42.6 million ($2 million salary, $20.3 million in stock awards, $15.4 million in options awards, $4.4 million in cash incentives, and $432,668 for ”other compensation”). His compensation includes $40,299 for personal security services after last September, when a deranged man with a pistol and explosive device held three people hostage at Discovery’s headquarters before being killed by police. Zaslav’s salary is 8.1 times higher than the average pay for Discovery’s four other top executives. His salary plus the $9.5 million that went to Discovery founder John Hendricks accounted for 78% of the pay that went to the top five executives.
3. Viacom: Philippe Dauman. Sumner Redstone controls most of Viacom’s stock, and takes care of his friends — no one more than Dauman, a former securities lawyer who was named Viacom’s CEO in 2006. The company’s shares rose 22.4% in the nine months that ended in September, the new wrap-up date for Viacom’s fiscal year that used to end in December. Investors paid more attention to the improving ad market and hits including MTV’s Jersey Shore than Paramount’s flop with The Last Airbender, or Dauman’s involvement with Redstone’s attempt to muscle a reporter into disclosing a confidential source in a story they found embarrassing. (“We’re not going to kill him. We just want to talk to him,” Redstone said in a voicemail.) That landed Dauman a 149% raise to $84.5 million ($2.6 million salary, $41.8 million in stock awards, $28.6 million in option awards, $11.3 million in cash and nearly $200,000 in other compensation including $118,000 for personal use of the Viacom plane). His pay was 7.9 times higher than the average for the four other top executives. Dauman and COO Tom Dooley, who made $64.7 million, accounted for 86% of the pay for the five executives listed in Viacom’s filing to the SEC. Add in Redstone’s $15 million, and it left the two other top executives with just 5% of the pie. Still, not bad for nine months of work.
4. DirecTV: Michael White. The former Pepsi executive was a surprise choice to become CEO of the No. 1 satellite company in January 2010. But he seemed to have adapted quickly, introducing discounts and programming initiatives to attract subscribers while the company benefited from its growing popularity in Latin America. DirecTV shares were up 17.5% while White collected $32.9 million (including $1.5 million in salary, $14.7 million in stock awards, $12.5 million in options, $4 million in cash incentives, and about $300,000 in other compensation including more than $26,000 for personal use of the company plane). White’s pay is 7.2 times higher than the average for DirecTV’s four other top executives.
5. Nielsen: David Calhoun. The former vice chairman of General Electric, and co-author of the book How Companies Win, became CEO of Nielsen in 2006. And he seems to have thrived as the company (whose often maligned TV ratings determine what shows survive, and how much advertisers will pay for them) prepared to go public — which happened this past January. His pay jumped 125% in 2010 to $14.2 million ($1.6 million in salary, $8 million bonus, $1.2 million in options, $3.4 million in cash incentives, and about $16,000 in other compensation.) His pay is 6.3 times higher than the average for Nielsen’s four other top executives.
6. CBS Corp: Les Moonves. Here’s another executive who has done well by pleasing Sumner Redstone, who controls CBS and named Moonves CEO in 2003. Company shares rose 37.3% last year — in part because of CBS’ success in maneuvering cable operators to pay cash for the programming on local TV stations that viewers with antennas can receive for free. CBS’ scripted procedural dramas including The Good Wife and CSI also performed well, although Moonves bewildering foray into motion pictures — CBS Films — didn’t. No matter. Moonves landed a 33.5% raise to $57.7 million ($3.5 million in salary, $27.5 million bonus, $8 million in stock awards, $14.9 million in stock options, $870,000 in improved pension benefits, and nearly $3 million in other compensation.) A Los Angeles resident, Moonves collects $2.5 million to make up for the extra tax that he has to pay New York for working there. His salary was 6.0 times higher than the average for CBS’ four other top executives.
7. Time Warner: Jeff Bewkes. Since he became CEO in 2008, Bewkes has been on a mission to simplify the once unwieldy media giant. But that’s also meant he has missed many opportunities for savvy acquisitions. Now that AOL, Time Warner Cable, and other businesses have been cut loose, Time Warner is largely a cable network owner and film studio that also publishes magazines. That hasn’t made the business easy: HBO lost subscribers last year. CNN trails Fox News. And the end of the company’s uber-blockbuster Harry Potter movie franchise is imminent. Still, with Time Warner shares up 9.9% last year, Bewkes landed a 34.4% raise to $26.3 million ($2 million in salary, $5.5 million in stock awards, $4.1 million in options, $14.4 million in cash incentives, about about $300,000 in improved pension and other benefits.) His pay was 4.7 times higher than the average for Time Warner’s four other highest-paid executives.
8. Rovi: Alfred Amaroso. The home video technology company was known as Macrovision in 2008 when it bought the decaying carcass of Gemstar-TV Guide. Amaroso, who became CEO in 2005, quickly sold properties including the TV Guide Network and TVGuide.com and changed his company’s name to Rovi. Its focus on digital entertainment, a hot business, contributed to a 96.4% increase in the stock price last year. But Amaroso’s compensation only rose 14.5% to $7.0 million ($550,000 salary, $440,250 bonus, $2.8 million stock awards, $2.5 million in stock options, $632,000 cash incentives, and more than $45,000 in other compensation). That’s still 4.5 times more than average pay for the three other people with positions that had to be listed in Rovi’s account of individual executives’ pay.
9. Martha Stewart Living Omnimedia: Martha Stewart. Last year she moved her TV show from NBC to the Hallmark Channel (which promptly went into a retransmission battle), her merchandise line from Kmart to Home Depot, and started selling products under her brand name at PetSmart. But the company’s future is unclear: Is the Chief Editorial Officer of this money-losing company also losing her cachet or preparing for a financial comeback? In any event, the company shares declined 13.2% last year and Stewart saw her pay drop 40% to $5.9 million ($2 million salary, $783,125 in options, and $3.1 million in other compensation). Don’t feel sorry for her. Her compensation includes $119,039 for security services, $55,725 for a weekend driver, and $29,538 for a trainer — and every time she films at or writes about her sumptuous homes, it makes them all tax deductible. The total also is 4.2 times more than the average for MSLO’s four other top executives.
10. AOL: Tim Armstrong. AOL is trying to become a dynamic ad-supported digital content company before it loses all of the subscription revenue from its Internet service, which mostly serves dial-up customers. Armstrong, who left Google to become AOL’s CEO in 2009, spent much of last year buying and selling Internet content companies and launching Patch, a collection of local news sites. Still, AOL shares declined 2.6%. And people question the wisdom of this new deal with leftist The Huffington Post amid whispers that AOL lost a lot of subscribers because it incited a right-wing boycott. Armstrong’s pay fell 40% to $15.3 million ($1 million salary, $4.9 million stock awards, $7.1 million options, $$2.3 million cash incentives, and nearly $16,000 in other compensation). That was 4.2 times higher than the average for the four other highest-paid executives.
11. Time Warner Cable: Glenn Britt. The professorial CEO of the No. 2 cable company was glad to repeat his lectures about the advantages of his core business last year as industry leader Comcast went after NBC Universal. The hysteria about cable TV subscribers cancelling their subscriptions to watch TV shows from Web services such as Netflix died down as the realization sank in that cable has a virtual monopoly in providing broadband services that are fast and reliable enough to handle Web video. Britt, who’s been CEO since 2001, saw the company’s stock price rise 57.8% while his pay increased 9.3% to $17.4 million ($1.3 million salary, $3.1 million stock awards, $4.4 million options, $8.3 million cash incentives, about about $400,000 in improved pension and other compensation). Britt’s pay was 4.1 times higher than the average for Time Warner Cable’s four other top executives.
12. Warner Music Group: Lyor Cohen. The music business stinks and Warner Music hasn’t found a way to fix it. The stock declined 2.9% last year and the company recently announced that it hired Goldman Sachs to study “strategic alternatives” — which is the way corporations put themselves on eBay. But you wouldn’t necessarily know that anything’s wrong from the 30% raise that the company gave its highest-compensated executive, Vice Chairman Lyor Cohen, who was promoted to his current position in 2008. He made $6.5 million ($3 million salary, and $3.5 million bonus). That’s 3.9 times higher than the average pay for the four other top executives. Cohen’s pay plus the $5 million that went to CEO Edgar Bronfman Jr. accounted for 71% of the pie for Warner Music’s top five.
13. Live Nation: Irving Azoff. Here’s another music executive who doesn’t seem to have suffered from the industry’s woes. In 2008, Barry Diller gave Azoff a lucrative package to run Ticketmaster. That included folding in Azoff’s management firm Front Line, whose clients include golden oldies The Eagles and Fleetwood Mac. Azoff made out like a rock star again last year when Ticketmaster and Live Nation merged — and Diller left the board. As Live Nation’s chairman, Azoff made $22.8 million ($1.9 million salary, $5 million bonus, $462,000 in stock awards, $1.7 million in options, and — amazingly — $13.8 million in other compensation). Azoff’s perks include $10 million in interest and other payments for his Front Line holdings as well as a $49,071 auto allowance. His pay is 3.5 times higher than the average for Live Nation’s four other top executives. With the $15.9 million that went to CEO Michael Rapino, the two executives accounted for 69% of the compensation for the company’s top five.
14. Lionsgate: Michael Burns. The vice chairman of Lionsgate since 2000 will remember 2010 as the year he helped fend off Carl Icahn’s hostile takeover attempt. But Burns, a former investment banker, failed in his own effort to merge the film and TV company with MGM. Most of that drama took place after March 31, when the company’s 2010 fiscal year ended. Stock prices for that 2009-2010 fiscal year rose 22.1%, while the pay for Burns jumped 138% to $6.9 million ($925,000 salary, $1.5 million bonus, $4.5 million in stock, and more than $17,000 in other compensation). The company paid more than $13,000 for his auto allowance. His pay is 3.5 times higher than the average for Lionsgate’s four other top executives.
15. Sirius XM: Mel Karmazin. The satellite radio company was dangerously close to going bankrupt in early 2009, and had nowhere to go but up last year. The good news for Karmazin, who became CEO in 2004, is that the auto business improved in 2010. The bulk of Sirius XM’s subscribers are people who buy cars that have the radios pre-installed and discover that they like having 130 or so channels to help them pass the time while stuck in traffic or on a long car ride. Karmazin also avoided a potential crisis by signing a new five-year deal with one of his best-known attractions: Howard Stern. Sirius XM shares appreciated 177% in 2010. But this year Karmazin didn’t have the $35.2 million in stock options that contributed to his $43.5 million take in 2009. (The company notes that only $1.6 million had to be reported on his W-2 for federal taxes that year.) He ended 2010 with $9.9 million ($1.5 million salary, $8.4 million bonus, and $7,350 in other compensation). That’s 3.2 times higher than the average for Sirius XM’s other four highest-paid executives.
16. Disney: Robert Iger. The fiscal year that ended in September was the best for Iger, who became CEO in 2005. Disney’s film studio had two $1 billion-plus grossing films: Toy Story 3 and Alice In Wonderland. ABC’s TV stations enjoyed a rush of political campaign ads. Cable channels including ESPN scored when the ad market began improving. And in this thawing economy, Disney was able to raise theme park admission prices and still see attendance grow. The stock price was up 21.6% in the year ending in September, while Iger’s salary rose nearly 24% to $29.6 million ($2 million salary, $7.4 million stock awards. $4.4 million opions, $13.5 million cash incentives, $1.6 million in pension improvements, and nearly $800,000 for other compensation). His pay is 3.1 times higher than the average for Disney’s four other highest-paid executives.