“The business of movies as a traditional business has been challenged on many levels and it’s not a growth business,” said Jeffrey Katzenberg today at the Milken Institute’s Global Conference in Beverly Hills. “TV is a growth business. Short form content is a growth business. Movies are not a growth business,” he added of the shift in the industry in recent years. The DreamWorks Animation CEO was joined by Liberty Media CEO Greg Maffei on a panel at the annual boardroom confab on Entrepreneurial Leadership In the Corporate World. “The stakeholders are trapped in an enterprise that can’t get out of its own way,” Katzenberg added. “For it really to grow it needs to break out of the windows that have existed for many generations. And I think that’s 10 years away.”
John Malone’s company is the largest shareholder in Charter Communications whose hostile bid for Time Warner Cable was trumped when Comcast stepped in with its $45.2B stock offer. But while Liberty recognizes that the No. 1 cable company has the upper hand, it won’t “take any option off the table” including “if the Time Warner deal is not able to be completed,” CEO Greg Maffei told analysts today. The big question now is “how onerous the conditions will be, not only for Comcast but for the industry as a whole” to persuade Justice Department and FCC officials to approve the deal. He also noted that since Comcast is just offering stock, which has slightly declined in value since it reached terms with TWC, “we’ll see what price actually gets paid.” Meanwhile, Maffei rules nothing out saying execs will watch “with interest” how the Comcast deal proceeds. Liberty and Charter have engaged in “some talk of other forms of consolidation….We certainly learned in this process that there were many investors interesting in investing in consolidation.” The likely loss of TWC doesn’t diminish Liberty’s interest in buying the minority stake in SiriusXM that it doesn’t already own. The recent offer was “not driven” by a desire to harness the satellite radio company’s cash flow to help support a cable acquisition. The SiriusXM offer is “the right deal for Liberty and SiriusXM shareholders.” If independent directors disagree, …
Greg Maffei‘s comment today at an investor meeting sponsored by Citi resonates because his company is the leading shareholder in Charter Communications, which is preparing to make a bid for Time Warner Cable. It would be a risk, the Liberty CEO says, because “we’re being asked to pay for assumed synergies” including the possibility that Charter could reduce content and marketing costs. “Can they happen fast enough will be the real key.” But Maffei notes that “there’s also an opportunity to run the reported asset [TWC] better” adding that it “has not performed as well as Comcast and what [Charter CEO Tom Rutledge] and his team have been able to do.” Consolidation makes sense because “15, 20 years ago we did not have scaled national competitors [including satellite companies] and you didn’t have over the top [Internet competition].” Cable now faces those threats, as well as “a new set of reinvigorated cable opportunities [that] come from working together and building scale…Some of that is from consolidation and some of it is from confederation.” He acknowledged that Liberty’s new proposal to buy the 47% of Sirius XM that it doesn’t already own would give it access to the satellite radio company’s cash flow, and that could help if Charter goes after the much-larger TWC. “It says in the future there’s a lot more flexibility.” Liberty also wants to adjust its own strategy. “Eight years ago, when I joined, Liberty Media was a complete mish mash…We didn’t have controlling stakes in pretty much anything except for QVC and we had enormous tax problems trying to unwind some of those stakes.” Now that those problems have been fixed “we needed a new game.” The problem is finding an investment that makes sense in the digital age, where it’s hard to find businesses that look like they can continue to grow for a decade or more. “That may work for Coca Cola” — but it’s “unlikely that everything that sits in [Liberty] is going to be sitting there in 5 or 6 years because there’ll be change.”
The comments by Charter CEO Tom Rutledge and Liberty Media CEO Greg Maffei on CNBC this morning may account for the 2% dip today in Time Warner Cable’s stock price. Investors are betting that Charter will make a rich offer for the No. 2 cable company. But Rutledge says that while a TWC deal could make sense, “Charter doesn’t need to do any acquisitions to be a successful company.” That was echoed by Maffei, whose company owns 27% of Charter. Although a deal with TWC would make Charter “even more attractive,” it “is not the only one” that could help.
Sen. John McCain just picked up an unexpected ally in his seemingly quixotic effort to pass a law that would promote a la carte pay TV pricing. Liberty Media CEO Greg Maffei — whose company is the largest shareholder in Charter Communications, and usually opposes regulation — says “there are many positive attributes” to the bill, although he questions whether it can pass. Maffei’s comment stood out at the Goldman Sachs Communacopia Conference, where analysts have been asking execs what they think about McCain’s effort and the idea of breaking up the pay TV bundle. Programming execs at the event including Disney’s Bob Iger, Viacom’s Philippe Dauman, and Scripps Networks’ Ken Lowe all but scoffed at the idea, saying that consumers are satisfied with a system that serves them well. But Maffei says that programmers’ ambitious recent price hikes threatens what he calls the “wonderful ecosystem in the television business…When you see what’s going in on places like Los Angeles with eight regional sports networks, you threaten that benign feedback loop and it’s not a good thing.” If companies don’t solve the problem then “you risk some regulatory intervention.” Cable companies now find “scale and horizontal consolidation attractive” — in part to gain leverage in negotiations with programmers. He wasn’t pressed on the latest in Charter’s effort with Liberty to combine with other operators including Time Warner Cable, Cox, and Cablevision, although he offered that “I’m not sure we have to lead the [consolidation] charge.”
Don’t look for Liberty Media Chairman John Malone to add a cable company to his own portfolio. Although he believes the industry is ripe for consolidation, it’s “unlikely that we would participate in buying stakes in other cable companies other than helping Charter,” CEO Greg Maffei told analysts today. Liberty owns about 27% of Charter, and has been eyeing merger deals with companies including Time Warner Cable, Cox, and Cablevision. Maffei didn’t rule out a hostile deal, although he’d clearly prefer one to be friendly. “I don’t think we’re making a hard statement about where our future lies,” he says. “Ultimately you have to reach some kind of consensus.” He also echoed Charter CEO Tom Rutledge who said earlier today that he’s interested in a merger, but doesn’t consider it a must. A deal “may come to pass. It may not,” Maffei says. Liberty’s investment in Charter “wasn’t conditioned around that optionality.” Maffei says he’s upbeat about the opportunities to sell video programming, despite growing talk from execs including Cablevision CEO Jim Dolan about a future where cable companies just offer broadband — allowing others to provide video over the pipe. But Maffei says that operators will have to think more seriously about replacing today’s all-you-can-eat pricing for broadband with a model that charges people based on how much capacity they use. “There is a risk in a world where you have increasingly …
It’s natural to wonder whether Liberty Media Chairman John Malone’s new acquisition of 27.3% of Charter Communications is merely Step One in a plan to make him a U.S. cable titan — the role he played until 1999 when he sold Tele-Communications Inc to AT&T. And while Liberty CEO Greg Maffei doesn’t predict that, he also didn’t rule it out today in a quarterly earnings call with analysts. He says that cable “could be in for a round of consolidation” at a time when it’s so inexpensive to borrow money and large companies covet opportunities to cut costs — for example by negotiating lower prices from programmers. He cryptically adds that even though Charter can do just fine as a stand-alone entity, “we’ll see” whether it ends up being “a consolidator or condolidatee.” Liberty’s stock purchase agreement gives it the right over time to raise its stake to 40%. Will it do so? “We’ll see what time holds,” Maffei says.
No surprise about who topped the list of 2012′s highest paid CEOs at the media companies whose compensation practices I track most closely. (See here for an explanation). CBS’ Les Moonves returns to the head of the pack with $62.2M, even though his package was 11.1% smaller than it was in 2011. That was an anomaly: The top 20 collectively made $542.7M, up from $416.6M in 2011, according to company proxy statements filed at the SEC. It took $25.9M to crack the Top 10 — last year Time Warner Cable’s Glenn Britt made it with $16.4M. The most notable change in this year’s list vs 2011 is the jump by Liberty Media’s Greg Maffei to No. 2 from No. 28 as his company adjusted stock options just in case the feds change the corporate deduction this year for performance-based compensation.
Yahoo’s Marissa Mayer also joins the top 10 following her move there from Google. Her appearance also highlights a quirk in this year’s list which has more CEOs than companies: Yahoo had three CEOs last year (Mayer is still there) and there were two apiece at Sirius XM (James Meyer replaced Mel Karmazin) and Cinemark (Tim Warner is now in charge). Also, remember that this list just includes corporate CEOs, not division chiefs or board chairs. I’ll be back soon with a list of the highest-paid media execs. The numbers on the right are the amount in millions of dollars for the total compensation as reported by each company.
Here’s our list of 2012′s highest-paid media CEOs:
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.
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.)
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.)
No need to guess what accounted for the big increase. When Liberty Chairman John Malone calls the shots, big money decisions are almost always driven by a desire to minimize taxes. (One of SVP Albert Rosenthaler’s chief jobs last year was to “participate actively” in the Reforming America’s Taxes Equitably (RATE) Coalition, which lobbies for lower corporate tax rates, according to the Liberty proxy filed at the SEC today.) Liberty execs loaded up last year, the proxy says, because ”we wanted to avoid a potential loss of the compensation deduction” if tax laws changed this year, which seemed to be a real possibility late last year as the country approached the so-called fiscal cliff. That contributed to Maffei‘s lopsided compensation package which included $875,109 in salary, a whopping $53.9M in option awards, $2.2M in non-equity incentives, and $252,323 in other compensation. The total makes Maffei the second highest paid Big Media CEO for 2012 — behind CBS’s Les Moonves who made $62.2M — based on the proxies filed so far. Malone, who controls 43.1% of the company votes, defers most of his compensation and just collected $807,366, +50.7%. All of the other execs named in the proxy saw their packages increase anywhere from 589% to 706%.
Greg Maffei seems open to all kinds of possibilities for the properties his company controls. The newly anointed chairman of Sirius XM told CNBC’s David Faber today that Liberty “absolutely” might consider spinning off the satellite radio company, making it independent again. And he says that Starz is “on the right path” — but may benefit from an alliance with a bigger partner. He added in the wide-ranging conversation that it appears from sales at QVC that consumer spending became “surprisingly strong” beginning in February.
Liberty Media owns about 27% of the live entertainment power, so it’s not surprising to see its CEO at the head of the table. Live Nation CEO Michael Rapino says that Greg Maffei — a former CFO at Microsoft and Oracle — can help “as our team executes on the three-year plan, driving profitability and shareholder value.” This is the latest of several recent changes in the Live Nation board room. Irving Azoff, who had been executive chairman, resigned at year end and Cablevision CEO Jim Dolan followed in February. Live Nation shares are up 26.5% over the last 12 months, closing Thursday at a 52-week high of $11.88.
Starz shares are up 3.2% this morning after Liberty Media CEO Greg Maffei told investors that we’re entering a period of programming consolidation and “we’ll see whether there’s a partnership for Starz or not.” Some investors have looked at the premium cable networks operation as a takeover candidate after Liberty spun it off into a separate company. (Maffei remains Starz’ chairman.) Even if a deal doesn’t materialize, Maffei told the Deutsche Bank Media, Internet and Telecom conference that he likes Starz’ business model. The recent renewal of the film rights deal with Sony Pictures helps because Starz needs time to develop successful original series. “You probably couldn’t ramp up original programming fast enough” to compensate for the loss of Sony, he says. The value from the originals comes from Starz’ ability to raise the rates it charges pay TV distributors and “we’re not going to see rate increases for quite a while.” Indeed, some distributors demanded lower rates when Starz distributed its content through Netflix. Since that agreement expired last year, “I’m optimistic about our ability to move pricing going forward,” Maffei says. He also continues to believe that someone will introduce a premium-priced streaming service that could offer Starz’ programming. “Traditional distributors won’t be happy, but they’ll be understanding that they’ll be playing on a level playing field.”
Liberty Media CEO Greg Maffei, whose company owns about 17% of Barnes & Noble, doesn’t seem impressed by this week’s disclosure by the book store chain’s founder Leonard Riggio that he may try to buy its retail operation. “It’s very preliminary,” Maffei told analysts today. “We’ll see where Len goes with it.” Maffei speculated that Riggio may have been legally bound by SEC rules to express an interest in buying just to keep the option open. “It was very logical that he would want to be interested,” Maffei says. He adds that he’ll “wait to see what happens” before saying whether Liberty might support or oppose a takeover. Riggio’s disclosure sure looked serious. He said on Monday that his purchase price “would be negotiated with the Board” and its advisers and “is currently contemplated” to include cash and assumption of debt. The company turned the negotiations over to a special board committee and hired outside financial and legal advisers. Maffei doesn’t sound like he wants to sell (which would also be a smart way to help negotiate up the price). Barnes & Noble’s bricks-and-mortar stores have “probably performed better than most outside observers would have thought, and better than we have thought” since 2011 when Liberty first invested. “We’re of the view that there will be retail bookstores around for a long time,” he says. “We really thought of ourselves …
Liberty Media CEO Greg Maffei wasn’t trying to put down Mel Karmazin. ”Mel has done a great job” at the satellite broadcast company, Maffei told the Goldman Sachs Annual Communicopia Conference this morning. But he added that Sirius XM’s colorful chief also can be replaced once Liberty takes control — which could happen any day. “Graves are full of irreplaceable people,” Maffei says. “There are plenty of people who could do a great job…Without Mel the business will not fail.” The answer leaves open one of the key questions investors have about Sirius XM’s fate as Liberty prepares to take over. Liberty reported this week that it owns 49.5% of the stock, and is still buying. Karmazin said last week that he’s “open” to staying at Sirius XM. He added, though, that “my instincts are that Liberty does not need me,” noting that “I have historically been expensive…That’s OK with Mel.” One likely key to any discussion is whether Liberty will hold on to Sirius XM, or plans to spin it off — possibly as part of a tax-saving process known as a Reverse Morris Trust. Maffei was coy on the matter. He says that Liberty will decide later about the Reverse Morris Trust but added that “our history has been eventually to spin off these businesses.” Before anything happens, Liberty will press for Sirius XM to return cash to investors, probably by repurchasing shares. Sirius …
Do you believe that Liberty CEO Greg Maffei doesn’t know whether he’ll keep Sirius XM or spin it off if his takeover attempt works? Me neither. But that’s his story and he sticks to it in his interview this morning with CNBC’s David Faber. Maffei adds that he wants to keep Mel Karmazin as the satellite radio company’s CEO. On other matters, Maffei takes a swipe at the New York Post, praises Barnes & Noble, notes that consumers are “very nervous,” and says Liberty plans to keep the Atlanta Braves.
The satellite radio company’s shares are up 11.4% since early Thursday while other NASDAQ stocks collectively are down 4.4%. What’s going on? Well, it seems that many analysts who attended Liberty Media’s annual dog-and-pony show for them on Thursday came away convinced that Sirius XM is preparing to see John Malone lift his company’s 40% stake well past 50%. He has to wait until March to avoid taking a tax hit on such a move — and we all know how much Malone hates to pay taxes. After that there’d be a tax advantage: Sirius has $8B in net operating losses that could be used to shelter future payments. That’s great now, although the losses “sucked” when the company was racking them up, CEO Mel Karmazin told Liberty investors at last week’s gathering. So, is Liberty interested in buying Sirius? A lot of comments that Liberty CEO Greg Maffei made last week sure make it sound that way. “There are few businesses that I have as much confidence in,” he said. ”Boy, it’s got a heck of a tail wind behind it. Find me another business” with as much opportunity. Sirius’ first consumer rate hike, coming in January, ”is a great opportunity and there’s a potential for more…(Profit) margins will expand….It’s our kind of business.” He added that his company
It’s “more likely than not” that new online video streaming providers such as Amazon will offer some programming on a premium tier — a contrast with Netflix’s single-price package – Liberty Media CEO Greg Maffei said this morning at the Goldman Sachs Communicopia conference. He broadly hinted that his company’s desire to charge extra for Starz was a big reason why the premium channel recently ended negotiations to extend its carriage deal with Netflix. The current arrangement, he says, is “inconsistent” with the way consumers receive Starz on pay TV.
More broadly, Maffei says that Liberty is on track to split off its Liberty Capital and Liberty Starz tracking stocks by tomorrow now that it has beat back a court challenge by bondholders. The deal transfers some assets to the spun-off companies, violating some bond agreements. But the Delaware Supreme Court yesterday upheld a lower court decision that said the split-off is OK because it isn’t part of what it called an “overall scheme” to hurt bondholders. That likely won’t change the overall strategy for the company that’s controlled by the famously tax-averse former cable titan John Malone — and that some analysts say is little more than a portfolio of stock holdings. “Finding things to buy at attractive prices is the biggest chalenge we have today,” Maffei says.
In May, John Malone’s Liberty offered to buy all of Barnes & Noble for $1B. But the offer stalled and the book retailer said Thursday that the takeover talks had been ditched in light of the $204M investment agreement. Under the terms of the deal, Liberty Media bought preferred stock convertible into about 12 million Barnes & Noble shares at $17 apiece, giving it about a 17% stake in the company. The preferred shares will pay an annual dividend of 7.75%. Liberty will also get two seats on the company’s board of directors, which is being expanded to 11 members. It has nominated Greg Maffei, its president and CEO, and Mark Carleton, a senior vice president, to take the seats.
Barnes & Noble put itself up for sale last year in response to pressure from billionaire shareholder Ron Burkle, but the company didn’t strike a deal. Burkle, who has since stepped back and cut his stake, said Thursday in a statement that he had “grave concerns about the pricing and process.” Meanwhile, Barnes & Noble has continued to struggle along with other traditional book sellers — longtime rival Borders Group recently went out of business — facing tough competition from online retailers like Amazon.com and discounters like Wal-Mart. Leonard Riggio, chairman of Barnes & Noble, said the capital injection from Liberty will go toward expanding the company’s digital business.
Maffei said Liberty Media is …