One reason for the increase is that the DreamWorks Animation CEO collected $365,386 in salary, up from his traditional $1 — an amount that many tech entrepreneurs take to illustrate that they want to help their new companies conserve cash while they make most of their wealth from the large amount of stock that they own in their companies. (Katzenberg controls 61% of the voting shares.) The new contract Katzenberg signed in October will guarantee him a $2.5M annual salary and a bonus of as much as $4M, according to the proxy filed today at the SEC. The board says the change recognizes that it’s no longer a young company — it went public in 2004 — and “determined that Mr. Katzenberg should receive a more traditional overall compensation package.” The DWA chief still did well in the stock department last year, collecting $4.5M, up from $4M in 2011, along with other compensation of $375,331 The “other” benefits largely went to security services for the CEO which the company says it doesn’t consider to be compensation but includes “in accordance with SEC guidance on this issue.” Katzenberg’s compensation was 1.8 times higher than the median for his company’s other top executives, well below the level (3 times) that corporate governance watchdogs consider to be out of whack.

DreamWorks Animation will hold its annual meeting May 29 in Hollywood. Investors will vote on a shareholder proposal to end the two-tiered stock system that gives the shares Katzenberg controls 15 votes apiece vs public shares that have one vote. ”Without a voice, shareholders cannot hold management accountable,” the proposal notes. The board opposes the change saying that the “dual-class voting structure has been adopted by many other companies because it is generally recognized that founding stockholders bring a unique long-term perspective to company performance.” DWA’s stock price fell 1.5% in 2012.

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