Deadline David Zaslav

EXCLUSIVE: Big Media companies don’t tell you when something’s rotten with the corporate culture. But this list should help you begin your search. This is Deadline’s third annual tally of out-of-whack CEO compensation. It’s an account of chiefs who not only make vastly more than you and me, but also collect far more than their closest colleagues at their own companies. Corporate governance experts become concerned when a CEO consistently makes at least three times more than the median for the four other highest-paid execs that the SEC requires companies to list in the annual proxy statement. That’s the standard I use, and it indicates that 14 out of 31 media companies that I tracked and that have already filed 2012 data failed the test — in many cases miserably.

Related: Big Media Pay: Who Were 2012′s Highest Paid CEOs?

Out of whack CEO pay can send a poisonous message to employees, including others in the C-suite. Internal pay parity “is critical to ensuring fairness and encouraging a collaborative team effort,” News Corp says in its proxy. Huge disparities also can tip you off to troublesome boardroom beliefs. It might indicate that directors lack faith in the business or leadership team — and fear that things will unravel if the top dog leaves. It may be a symptom of corporate groupthink where people give the chief credit for everything that goes well, and seek scapegoats for everything that doesn’t. Or it might mean that directors are beholden to the CEO — or share a cynical and grandiose sense of entitlement — and see nothing wrong with helping him (it’s almost always “him”) stuff his pockets with shareholders’ money, even where there’s little danger that he might leave if paid less. Whatever the case, researchers find that all too often the damage from such obeisance to the CEO eventually hurts a company’s performance and stock price. (For example, here, here, here, and here.)

Related:
Out Of Whack — 2011
Out Of Whack — 2010

This list looks at the biggest and best known infotainment providers. I include Web-based companies such as AOL and Yahoo that produce and sell their own content, and added Facebook which depends on ad sales. But I left out ones including Apple and Verizon that generate most of their revenues from hardware or personal communications services. (I’ve also left out Google, where the top execs benefit from stock performance and only collect a symbolic $1 in compensation.) For context, I’ve also noted how many people the company employs, and how that’s changed since the last fiscal year, to see whether these fabulously rich CEOs were job creators. The data isn’t nearly as revealing as it ought to be. For example, the SEC doesn’t require companies to specify how many jobs are based in the U.S., or even how many are full time. I’ve also included the CEO’s 2012 compensation rank among other media chiefs in our list, as well as among all media executives listed in their company proxies, and the average compensation over the last three years. (To avoid having them counted twice, I combined the compensation that Sumner Redstone collects as chairman of  CBS and Viacom, and that Charles Dolan collects at Cablevision and AMC Networks.)

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’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 didn’t make the top echelon at his corporate parent Comcast. Also, the pay data given to the SEC can spike in a year when an executive cashes in stock or collects deferred compensation. Averages also can be skewed when people on the list come and go in the middle of the year. So consider this to be a starting point to judge whether a CEO was paid fairly — not a final verdict.

I’ll be back soon with additional information including a similar list showing CEOs whose pay was more in line with his or her colleagues. Here’s how the out-of-whack CEOs stack up for 2012:

1. Live Nation: Michael Rapino. The concert and ticketing giant had a so-so year generating higher revenues but even higher costs — and a net loss. Last year’s big tours included Madonna, Lady Gaga, Coldplay, Roger Waters, and Bruce Springsteen & the E Street Band. Company shares appreciated 8.1% in 2012, lagging the benchmark Standard & Poor’s 500 which was +12.7%. But the big excitement took place at year-end with the surprising departure of Chairman Irving Azoff, taking performers he represents including Eagles, Van Halen, and Christina Aguilera. That left Rapino clearly in charge — but under the watchful eye of Liberty Media, which owns nearly 27% of the stock. With a flood of option awards, the CEO’s compensation rose 138.4% to $28.5M (The package: $2.2M salary, $243,281 bonus, $2.6M stock awards, $19M option awards, $4.4M non-equity compensation, $46,408 other compensation.) That was a whopping 17.0 times more than the median for the four other highest paid execs — up from last year’s 5.5 times — and 46% of the pie. Even these numbers underplay the disparity in executive pay: The group of other execs includes Azoff who made $27.4M. The company had 7,100 full time employees at year end, up 500. (Pay rank among media CEOs: 9. Among all media execs: 11. Average annual pay over last three years: $18.7M.) READ MORE »