EXCLUSIVE: Here’s information you need to know if you’re a Big Media investor, or simply want to understand how power works in this star-obsessed industry. This is Deadline’s second annual list of CEOs whose pay is most out of whack — meaning that the company board pays him or her far more than other top execs. The metric can tell you a lot about the dynamics of power at a company. Corporate governance watchdogs say that it’s a red flag when directors pay the CEO more than three times the median compensation for other leaders named in the annual proxy statements filed at the SEC. By that measure, 18 out of 30 media companies that I tracked and that have filed 2011 data fail the test — in many cases miserably.
What does it mean when there’s a gross imbalance? When it persists over time, then it could indicate that directors are in the chief executive’s pocket and don’t ask tough questions. But it’s still worrisome even if they honestly believe the top dog has skills that can’t be easily replaced. Talented up-and-comers usually split from companies where the CEO is treated as a demigod. Researchers also find that at companies with lop-sided pay, people are more likely to give the chief all the credit when things go well, and find others to scapegoat when they don’t. Sooner or later, the blend of unchecked power and groupthink damage the company’s performance — and the stock price.
I’ve made a few changes in this year’s list. I decided to focus just on the major and well known players in infotainment; last year I included some smaller broadcasters and technology firms. (The CEO with the most out-of-whack pay last year, Entercom’s David Field, would have taken 12th place on this year’s list.) I’ve also included information about the changes in employment over the fiscal year to see whether these fabulously rich CEOs have been 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 noted the CEO’s 2011 compensation rank among all other Media chiefs, and among all Media executives listed in their company proxies. (I combined Viacom and CBS Chairman Sumner Redstone’s compensation from each company to avoid having him counted twice.)
A few things to keep in mind: The SEC reporting rules only cover the top-paid executives of publicly traded U.S. companies. So you’re out of luck if you want to know how much privately held Hearst pays CEO Frank Bennack, or how much Japan’s Sony paid former 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 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 list to be a starting point to judge whether a CEO was paid fairly — not a final verdict.
I’ll be back soon with 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 2011, with reported compensation compared to the average (median) pay for the other highest-paid honchos:
1, Discovery Communications: David Zaslav. The cable networks company has been on a ratings hot streak despite the dismal start for the CEO’s highest-profile project: OWN, the joint venture cable channel with Oprah Winfrey. Zaslav made $52.4M last year, a 23% raise as his company’s shares slid 2.8%. (The package: nearly $3M in salary, $20.3M in stock awards, $23.9M in option awards, $4.8M in non-equity incentives, and $430,379 in other compensation.) His total stands out because it was 10.2 times the median for Discovery’s other top executives, up from 8.1 in 2010. He also had 69% of the pie, up from 64%. Discovery reports that it employed 4,600 people in 2011, up 400. Pay Rank: Among Media CEOs, 2; Among All Listed Media Execs, 2.
2. AMC Networks: Joshua Sapan. The company formerly known as Rainbow Media has been a critics’ favorite with thought-provoking shows including Mad Men, The Killing, and The Walking Dead. But Wall Street has been mixed about AMC Networks since June, when Cablevision spun it off. Hit shows are expensive to license, although the ratings and ad sales have been strong — and AMC is widely seen as a likely take-over target at some point. As a result, AMC shares appreciated 5.9% to the end of 2011. CEO Sapan did much better, netting an 85% raise in compensation to $11.5M, (The package: $1.3M salary, $6.1M stock awards, $4.0M in non-equity incentives, and $139,269 in other compensation.) That’s 8.3 times the median compensation for other AMC Networks execs and 62% of the total pay for the top execs. The company had 929 full time employees and 27 part time ones in 2011; AMC wasn’t public in 2010 and didn’t file a report with a comparable number. Pay Rank: Among Media CEOs, 15; Among All Listed Media Execs, 31.
3. Dish Networks: Joseph Clayton. Much of the compensation package includes the incentives that Chairman Charlie Ergen provided to lure the former chairman of Sirius Satellite Radio and president of Global Crossing North America, who joined the company in July. Clayton has been trying to reshape Dish’s image from a satellite video company into a multi-faceted digital services provider that includes Blockbuster Video — which Dish bought last year out of bankruptcy. Clayton made $9.8M. (The package: $467,307 salary, $306,700 stock awards, and $9.1M in options.) That’s 8.0 times the median compensation for other execs, and 69% of the total for the top five. The company shares rose 47.5% last year. The Blockbuster acquisition probably accounts for the fact that Dish had 34,000 employees, up from 22,000 in 2010. Pay Rank: Among Media CEOs, 19; Among All Listed Media Execs, 40.
4. Martha Stewart Living Optimedia: Martha Stewart. There’ve been a lot of changes in the executive suite as investors wonder whether the domestic diva will revive her broadcast, publishing, and merchandise company — or sell it. Shares fell nearly 5% last year, and would have been worse if J.C. Penney hadn’t invested $38.5M for a 17% stake, with an agreement to sell the Martha Stewart merchandise in its stores. Stewart, who’s technically Chief Editorial Officer, made $5.5M, down 7%. (The package: $2M salary, $266,362 in option awards, and $3.2M in other compensation which included security, a weekend driver, personal fitness, and a charitable contribution.) That’s 6.6 times the average for the other execs, up from 4.2 times last year, and 31% of the total. The company has 582 employees, down from 615. Pay Rank: Among Media CEOs, 24; Among All Listed Media Execs, 64.
5. CBS: Leslie Moonves. Chairman Sumner Redstone takes care of his pals. Moonves’ $69.9M compensation, a 21% raise, made him the industry’s top paid exec. (The package: $3.5M salary, $27.5M bonus, $8.5M in stock awards, nearly $27.3M in option awards, $1.5M change in pension value, and $1.6M in other compensation.) But shareholders won’t complain about the 40% increase in CBS’ market value in 2011 as it benefited from hit shows, a rebounding ad market, syndication agreements with digital providers, and new revenues from pay TV retransmission consent deals. Moonves’ compensation was 6.2 times the average for the other execs, up from last year when he made 6.0 times the average. It also represented 60% of the company’s total pay for its top five execs. CBS employed 20,915, down 4,465. Pay Rank: Among Media CEOs, 1; Among All Listed Media Execs, 1.
6. Time Warner Cable: Glenn Britt. The chief of the No. 2 cable operator (after Comcast) was one of the strongest advocates for the industry to develop more affordable packages to keep video subscribers from cord cutting. But he showed his continued faith in the maturing business by agreeing to pay $3B for Insight Communications. He made $16.4M, a 5.7% drop from 2010, in a year when Time Warner Cable stock fell 2.8%. (The package: $1.3M salary, $3.2M stock awards, $4.2M option awards, $7.2M non-equity incentives, $111,910 change in pension value, and $439,456 in other compensation.) His take was 5.9 times the median pay for other top execs, an improvement from last year when his pay was 6.9 times higher. He had 43% of this year’s total. Time Warner Cable employed 48,500 people in 2011, up from 47,500 in 2010. Pay Rank: Among Media CEOs, 10; Among All Listed Media Execs, 21.
7. Disney: Robert Iger. The fiscal year that ended in September was tough for the entertainment giant. Its stock fell 10.2% as it grappled with the earthquake that temporarily closed Tokyo Disney, growing concerns that pay TV providers would relegate cash cow ESPN to a separate sports programming tier, ratings challenges at ABC, and disappointing results for films such as Cars 2. (Things have picked up since then, especially after January when a long-term video carriage deal with Comcast eased some of the fears about ESPN.) Despite the stock drop, CEO Iger’s compensation was up 12.9% to $33.4M. (The package: $2M salary, $8.1M in stock awards, $4.8M in option awards, $15.5M in incentive compensation, and additional pension value of $2.1M.) He collected 56% of the pie for Disney’s top execs, making 5.7 times more than the median for his colleagues — up from last year’s 3.4 times. The company employed 156,000 people, an increase of 7,000. Pay Rank: Among Media CEOs, 4; Among All Listed Media Execs, 7.
8. Gannett: Craig Dubow. The proxy says that Dubow, who resigned as CEO in October due to a disability, took a 6% salary cut as the No. 1 owner of NBC affiliates and publisher of USA Today dealt with furloughs and other hardships — in a year when its stock price fell 13.4%. But he probably didn’t feel it. Dubow’s total payout increased 30.3% to $12.3M. (The package: $650,000 salary, $1.8M option awards, $3.3M in deferred compensation, and $6.5M in other compensation.) That was 5.6 times the median pay for Gannett’s other chiefs — including the current CEO Gracia Martore who made $4.7M — up from 3.2 times the average in 2010. Dubow’s take amounted to 49% of the 2011 total for the top execs. The company employed 31,000 people last year, down 1,600. Dubow’s compensation included a company-supplied lunch during working hours; Martore ended that. Pay Rank: Among Media CEOs, 13; Among All Listed Media Execs, 26.
9. Live Nation: Michael Rapino. Total attendance at the company’s concerts fell 9.7% last year, to 46.8M, leaving many investors skeptical that the business will ever rebound. The value of Live Nation shares dropped 29.6%. And CEO Rapino took a 24.7% haircut in his salary — inflated in 2010 by rewards for helping to engineer the merger with Ticketmaster. He ended up with $11.9M in 2011. (The package: $2M salary, $2.3M stock awards, $2.4M option awards, $4.8M non-equity incentives, and $37,219 in other compensation.) That was 5.5 times the median for Live Nation’s other execs, up from 2.5 last year. But Rapino only had 21% of the total compensation for Live Nation execs. Here’s why: The tally for the other execs includes Live Nation Chairman Irving Azoff who raked in $34.6M, up 51.6%. The company had 6,600 full time employees in 2011, an increase of 100 from the previous year. Pay Rank: Among Media CEOs, 14; Among All Listed Media Execs, 28.
10. New York Times: Janet Robinson. Here’s another newspaper company CEO who left at the end of last year, seemingly unable to figure out how to keep the enterprise thriving in the digital age. Even though the stock fell 22.4%, her reported compensation leaped 113% to $11.3M. (The package: $1M salary, $767,533 in stock awards, $797,185 in option awards, $3.6M in non-equity incentives, $523,898 change in pension value, and $4.6M in other compensation including a sweet consulting arrangement.) That was 47% of the total amount paid to the top execs, and 4.7 times the median for everyone else — up from 2.3 times in 2010. Her official compensation number understates the actual benefit: Robinson’s retirement package also includes $11.4M in pension benefits, $5.4M in performance awards, and $1.1M in restricted stock. The company had 7,273 full time employees at the end of 2011, down 141. Pay Rank: Among Media CEOs, 17; Among All Listed Media Execs, 34.
11. Time Warner: Jeffrey Bewkes. The CEO continued to preach that Content Is King in the digital era, not surprising considering that his company is primarily in the cable networks and TV production business. Investors, though, are split with skeptics saying that it will be hard to grow as properties including TNT, TBS, and HBO deal with digital competitors such as Netflix and Google’s YouTube. In any event, Time Warner stock ended a volatile year up 11.9% — while Bewkes’ compensation fell 1.4% to $25.9M. (The package: $2M salary, $6.1M stock awards, nearly $4M option awards, $13.5M non equity incentives, 253,280 change in pension value, and $97,966 for other compensation.) His total amounted to half of all the pay for the top execs and was 4.6 times the median for everyone else — an improvement from 2010 when it was 5.4 times. The company employed 34,000 people, up 3,000. Pay Rank: Among Media CEOs, 7; Among All Listed Media Execs, 11.
12. IMAX: Richard Gelfond. Wall Street had qualms about Imax in a year of diminishing enthusiasm over 3D, anemic overall box office sales, and growing challenges from rival large-screen services including Regal’s “RPX: Regal Premium Experience.” Shares fell 29.1%. But Gelfond regrouped — focusing more on movies that appeal to fanboys instead of families, signing deals with overseas theaters, and snapping up rights to Kodak’s coveted laser projection patents. His $5.5M in compensation was down 58% from 2010. (The package: $750,000 salary, $500,000 bonus, $3.2M option awards, $929,871 change in pension value, $127,545 other compensation.) Still, it was 51% of the total pay to top execs — and 4.3 times the median for the others, down from 9.6 times. Imax had 442 employees, up from 361, not counting workers paid hourly. Pay Rank: Among Media CEOs, 25; Among All Listed Media Execs, 65.
13. Nielsen: David Calhoun. The ratings and analysis giant showed last year that it’s determined to remain relevant in a world of digital media. It unveiled its Online Campaign Ratings, which provides Internet advertisers with gross ratings point data — although Nielsen is still figuring out how to measure iPad usage. Calhoun also made peace with Walmart, which now shares sales info with Nielsen. The developments contributed to an 18.8% jump for the stock in 2011 — Nielsen went public in January as part of a $1.8B stock and bond offering to pay off debt and take out private-equity owners. Calhoun, a former GE exec, collected $14.5M, up 2%. (The package: $1.6M salary, $2M bonus, $7.1M option awards, $3.8M non-equity incentives, and $38,153 in other compensation.) Calhoun accounted for 48% of the reported exec pay, making 4.1 times the median for everyone else down from 6.3 times as other execs enjoyed big raises. Nielsen had 35,000 employees worldwide, up 1,000. Pay Rank: Among Media CEOs, 12; Among All Listed Media Execs, 25.
14. Charter Communications: Michael Lovett. The No. 4 cable company emerged from bankruptcy protection in late 2009 and has been struggling to catch up to the technological advancements its peers have made over the last few years. Charter found its groove by promoting the hell out of broadband and phone services. It also added HD channels, and struck a deal with TiVo to provide its feature-packed DVRs to Charter customers. The moves impressed investors, who bid the stock price up 49.4% last year. Meanwhile Lovett — who said in October that he planned to step down — ended the year with $20.5M, up 88%. (The package: $1.3M salary, $16.1M option awards, $$3.1M non-equity incentives, $36,750 other compensation.) That was 47% of the total, and 3.5 times the average for his colleagues — down from 4.2 times in 2010. Charter had 16,800 full time employees, up 200. In December former Cablevision COO Tom Rutledge replaced Lovett as CEO. Pay Rank: Among Media CEOs, 9; Among All Listed Media Execs, 17.
15. Sirius XM: Mel Karmazan. The CEO had a lot of questions to answer last year. Could the satellite radio company beat back online competitors such as Pandora? (The consensus: probably.) Would it have to pay shock jock Howard Stern a ton of cash from his suit claiming he was entitled to more compensation for the subscribers he believed he attracted? (A New York judge just threw out the case.) And would subscribers rebel against the 12% price increase this past January, to $14.49 a month? (Apparently not.) But the company stock appreciated 13% last year largely because investors grew more confident about the prospects for auto sales — the main source of new subscribers. Karmazin didn’t do badly either, with an 8.1% raise to $10.7M. (The package: $1.5M salary, $9.2M bonus.) That was just 23% of the pie for the top execs: CFO David Frear was the highest paid employee with $20.8M due to $18.9M in stock options. Still, Karmazin’s take was 3.5 times the median for everyone else, down slightly from 3.6 last year. Sirius XM had 1,526 full time employees last year, up 47. Pay Rank: Among Media CEOs, 18; Among All Listed Media Execs, 37.
16. Scripps Networks Interactive: Kenneth Lowe. The economy strengthened last year, but the housing market didn’t — which was bad news for the owner of lifestyle channels including HGTV and Food Network. Ratings softened even as HGTV featured more shows about flipping houses, instead of making them beautiful. Investors drove Scripps shares down 19.5%. But CEO Lowe ended the year with $9.7M, a 17.2% raise. (The package: $1.2M salary, $2.9M stock awards, $1.5M option awards, $1.5M non-equity incentives, $2.1M change in pension value, and $517,635 other compensation.) That was 46% of the total compensation for top execs, and was 3.5 times the median for his colleagues. up from last year’s 1.9 times. The company had 1,800 full time employees, down 200. Pay Rank: Among Media CEOs, 20; Among All Listed Media Execs, 41.
17. Lionsgate: Jon Feltheimer. The fiscal year ended last March — long before the company was transformed by its acquisition of Summit and the success of The Hunger Games. (They’ve contributed to a nearly 44% stock jump since the beginning of 2012.) Lionsgate was in the final stages of out-maneuvering activist investor Carl Icahn’s takeover attempt. And investors worried about the cost of launching premium channel EPIX, and declining DVD sales. Lionsgate’s shares were down 1.6% for the fiscal year — and Feltheimer’s compensation was up nearly 117%, to $7.9M. (The package: $1.2M salary, $1.9M bonus, and $4.8M stock awards.) His compensation was 46% of the total, and 3.4 times the median for his colleagues — up from 1.9 times. The company had 486 full time employees, down 11. Pay Rank: Among Media CEOs, 22; Among All Listed Media Execs, 47.
18. Viacom: Philippe Dauman. Last year’s $84.5M man had to settle for a mere $43.1M in 2011, even though Viacom stock was up 7.7% for the fiscal year that ended in September. (The package: $3.5M salary, $13.3M stock awards, $6M option awards, $20M non-equity incentives, $45,610 change in pension value, and $262,636 in other compensation.) That came to 3.0 times the median for Viacom’s other named leaders, down from 7.9 last year. It’s also 40% of the total payment to the top execs. But the average is based on a wide pay range. The remaining four include Chairman Sumner Redstone (who made $21M) and COO Tom Dooley (with $34.1M). The other two named officials made far less. Oh, and here’s an interesting footnote: If you add the compensation totals from 2010 and 2011 for Dauman and for CBS’ Les Moonves, you get almost exactly the same number: $127.6M. Who thinks that’s a coincidence? Viacom had 10,580 full and part time employees last year, down 320. Pay Rank: Among Media CEOs, 3; Among All Listed Media Execs, 3.