Media CEO Compensation 2012EXCLUSIVE: 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, herehere, here, and here.)

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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 RapinoThe 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.)

2. Liberty Media: Greg Maffei. The CEO stepped out of Chairman John Malone’s shadow as Liberty took over Sirius XM, spun off Starz, and played a big role at Barnes & Noble and Live Nation — preludes to the recent agreement to pay $2.6B for 27% of Charter Communications. But Maffei’s staggering 1,692.5% raise to $57.2M was largely engineered to help Liberty avoid paying higher taxes if the feds — hoping to avoid the so-called “fiscal cliff” — tinkered with the corporate deduction for performance-based compensation. (The package: $875,109 salary, $53.9M option awards, $2.2M non-equity incentives, $252,323 other compensation.) Maffei’s total was 13.7 times more than the median for Liberty’s other top execs, up from 5.6 times in 2011. Liberty shares appreciated about 48% last year. The company and the properties it controlled (which included Starz last year) had about 2,100 full and part time employees, unchanged from 2011. But the number isn’t very helpful: Liberty’s annual tally often changes as it buys and sells co. (Pay rank among media CEOs: 2. Among all media execs: 2. Average annual pay over last three years: $22.3M.)

3. Discovery Communications: David Zaslav. The 51% rise in the stock price is a testament to how big a year 2012 was for the company and its CEO. OWN:Oprah Winfrey Network  began to connect with Winfrey’s fans, quieting many who criticized Zaslav’s decision to forge a joint venture with the talk show host. In addition, Investigation Discovery was cable’s fastest growing network, and TLC continued to capitalize on its hit Here Comes Honey Boo-Boo. (“TLC used to stand for The Learning Channel,” comic Jimmy Kimmel observed. “Now it stands for the opposite of that.”) Zaslav seized the opportunity to expand overseas, agreeing to pay $1.7B for Prosiebensat.1 Media’s Nordic TV and radio properties, and $264M for a 20% stake in pay TV properties owned by France’s TF1 including Eurosport. Discovery handsomely rewarded Zaslavr: He made $49.9M, which was down 4.7% vs 2011. (The package: $3M salary, $25.3M stock awards, $15.8M option awards, $5.3M non-equity incentives, and $432,986 in other compensation.) That’s 13.4 times the median for Discovery’s four other highest paid execs, up from last year when he led our Out-of-Whack list at 10.2 times.  Discovery ended the year with 4,500 full and part time employees, down 100. (Pay rank among media CEOs: 3. Among all media execs: 4. Average annual pay over last three years: $48.3M.)

4. Starz: Chris Albrecht. Liberty Media owned the company until January when it turned Starz into a separate, publicly traded entity. (Liberty Chairman John Malone now controls about 43% of Starz’ voting shares.) The big question is whether Starz will continue to go it alone — or be acquired by another company that wants access to about 56M pay TV subscribers who receive Starz or Encore. Albrecht appears prepared to stay independent, although his job became a little harder in December when Disney said that beginning in 2016 its theatrical releases will go to Netflix instead of Starz in the premium cable window. The company says that’s OK; it wants to devote more airtime and energy to original series. So, did Albrecht receive a 132.1% raise to $12.9M because the CEO did such a great job in 2012? Not really. Liberty accelerated execs’ stock options to avoid a possible tax hit if the government changed the corporate deduction for performance-based compensation. (The package: $1M salary, $100,000 bonus, $11M option awards, $750,000 non-equity incentive, and $25,834 other compensation.) Albrecht’s compensation was 6.7 times the median for the four next highest paid Starz execs, and equaled 62.5% of the total compensation for the top five. Starz had 926 full time employees at year end.  (Pay rank among media CEOs: 17. Among all media execs: 34. Average annual pay over last three years: NA.)

5. Disney: Bob Iger. The company’s shares appreciated 75.3% in the fiscal year that ended in September, an impressive rebound from the previous year which included the earthquake that temporarily closed Tokyo Disney. Box office hits led by Marvel’s The Avengers and Brave helped many to forget the dismal performance of John Carter. Meanwhile ESPN continued to raise rates, and attendance grew at the theme parks. Shortly after the fiscal year ended, Iger announced his agreement to pay $4.1B for Lucasfilm and produce at least three additional Star Wars films. It all translated to a 20.3% raise for Iger, whose compensation came to $40.2M — a source of controversy among corporate governance watchdogs who say that the board was pre-disposed to shower him with cash, especially after it made him chairman as well as CEO. (The package: $2.5M salary, $9.5M stock awards, $7.8M option awards, $16.5M non-equity incentives, $3.1M change in pension value, and $800,700 other compensation.) That was 6.4 times the median for his four chief lieutenants, up from last year’s 5.7 times, and came to 58.4% of the total paid to all five. The company ended the year with 166,000 employees, up 10,000 vs fiscal 2011. (Pay rank among media CEOs: 4. Among all media execs: 5. Average annual pay over last three years: $34.4M.)

6. CBS: Les Moonves. Broadcasting’s happy warrior should have warm memories from 2012. CBS’ stock price rose 35.8% in a year when it benefited from election year advertising and strong demand for reruns of prime time shows including NCIS: Los Angeles and The Good Wife. Shares continued to appreciate this year after the company upped its stock repurchase effort and unveiled plans to unload its billboard operation. Moonves’ $62.2M compensation was big enough to return him to the top of our list of Big Media’s highest paid execs in 2012, even though his total was down 11.1% vs. 2011. (The package: $3.5M salary, $27.5M bonus, $11.5M stock awards, $16.3M option awards, $1.9M change in pension value, $1.4M other compensation.) Moonves’ take was 5.4 times the median for CBS’ next four highest paid execs, and 51.5% of the total for the top five. The numbers are slightly skewed by the inclusion of CBS Chairman Sumner Redstone who made $31.3M, far more than other execs. Still, Moonves’ ratio was an improvement from last year’s 6.2 times. The company had 20,930 full and part time employees at year end, an increase of 15. (Pay rank among media CEOs: 1. Among all media execs: 1. Average annual pay over last three years: $63.3M.)

7. Sirius XM: Mel Karmazan. The satellite radio company seemed to be in good shape in December when Karmazin resigned and Liberty Media formally took control. Subscriptions were up, despite a price hike early in the year. With auto sales growing, firm plans in place to roll out Sirius XM Personalized Radio, a $2B stock repurchase plan and a dividend — and Liberty’s take over — investors ignored Sirius XM’s huge debt and propelled shares +58.8%. Karmazin can’t complain. His stock options were worth $74.4M, the company says. And his compensation for 2012 came to $11M, +2.8%. (The package: $1.5M salary, $9.5M bonus, and $7,500 in other compensation.) That was 5 times the median for Sirius XM’s four other highest paid execs, and 53.7% of the amount allocated to the five highest paid. Karmazin’s ratio was up from last year’s 3.5 times. The company ended the year with 1,596 employees, +70. (Pay rank among media CEOs: 19. Among all media execs: 40. Average annual pay over last three years: $10.5M.)

8. AMC Networks: Josh Sapan. The company’s best known for AMC hits including Mad Men, Walking Dead, and Breaking Bad. But the more riveting corporate drama last year involved the $2.4B breech of contract suit that AMC and its former parent Cablevision filed against Dish Network following its 2008 decision to drop the now-defunct VOOM HD channels. Dish Chairman Charlie Ergen dropped AMC’s channels for four months before bringing them back as part of a $700M deal to settle the case. AMC shares ended the year +30.9%, although Sapan’s compensation fell 22.6% to $8.9M with a smaller slug of stock awards than he had in 2011 when Cablevision spun AMC off as an independent company. (The package: $1.3M salary, $2.1M stock awards, $5.5M non equity incentives, and $83,647 in other compensation.) That was 4.9 times the median for AMC’s four other top execs — 48.9% of the pie — an improvement from last year’s 8.3 times. The company added 51 full time employees, to end the year with 980, and three part timers for a total of 30. (Pay rank among media CEOs: 20. Among all media execs: 48. Average annual pay over last three years: $8.9M.)

9. Time Warner: Jeff Bewkes. The entertainment company grappled last year with soft ratings at CNN and continued declines in magazine ads and subscriptions. (Time Warner said in March that it will spin off publishing.) But the year had more successes than failures as ratings stabilized at TBS, subscriptions grew at HBO, and the movie studio pumped out hits including The Dark Knight Rises and The Hobbit: An Unexpected Journey. Time Warner shares appreciated 29.9%. That’s not directly reflected in Bewkes’ 2012 compensation after he signed a new contract that takes him through 2017 and boosts his rewards if the company’s profits rise over several years vs the previous 12 months. His take at $25.9M was essentially flat with 2011. (The package: $2M salary, $6.9M stock awards, $3M option awards, $13.6M non equity incentives, $219,560 change in pension value, and $167,943 other compensation.) That’s 4.5 times the median for his four top colleagues — 47.9% of the pie for all five — down slightly from last year’s 4.6 times. Time Warner had 34,000 employees, unchanged. (Pay rank among media CEOs: 10. Among all media execs: 16. Average annual pay over last three years: $26M.)

10. Nielsen: David Calhoun. Nielsen had a challenging year as it introduced a ratings service that includes Internet video views, dealt with lost local ratings data in the northeast cities hit by Hurricane Sandy, and announced a $1.3B agreement to buy Arbitron. The efforts to secure its role as the gold standard for audience measurement in the digital age sent shares on a roller coaster ride, ending 2012 up just 1.9%. Calhoun’s compensation fell 3.9% to $13.9M. (The package: $1.6M salary, $2M bonus, $6.6M option awards, $3.7M non-equity incentives, and $22,250 other compensation.) That’s 49.7% of the total paid to the top five execs, and comes to 4.0 times the median for the four below him — down slightly from last year’s 4.1 times. Nielsen employed 35,000 people worldwide at the end of 2012, unchanged from 2011.  (Pay rank among media CEOs: 16. Among all media execs: 32. Average annual pay over last three years: $14.2M.)

11. Time Warner Cable: Glenn Britt. He became cable operators’ de facto chief warrior against rising programming costs after Comcast’s acquisition of NBCUniversal made it too dangerous for Brian Roberts to take sides. Britt frequently attacked pay TV network rate hikes, and ended 2012 dropping Ovation and Current (following its sale to Al Jazeera). But don’t feel sorry for Time Warner Cable. It paid $1.3B for Insight Communciations, collected $1.1B from its share of a cable industry spectrum sale to Verizon Wireless, and launched a regional sports network that carries the Los Angeles Lakers. Time Warner Cable shares appreciated 49.7% while Britt’s compensation increased 5.6% to $17.4M. (The package: $1.3M salary, $3.7M stock awards, $5.2M option awards, $$6.6M non-equity inventives, $141,250 change in pension value, and $512,813 in other compensation.) That’s 44.6% of the total paid to the top five execs in the proxy, and 4.0 times the median for the other four — down from last year’s 5.9 times. Time Warner Cable ended the year with 51,000 employees, up 2,500. (Pay rank among media CEOs: 13. Among all media execs: 27. Average annual pay over last three years: $17.1M.)

12. AOL: Tim Armstrong. Longtime stockholders in the beleaguered Internet company were finally rewarded last year as shares appreciated 94.9%. Gains from ad sales at web sites including The Huffington Post began to outpace the losses from AOL’s dial-up subscription business. And Armstrong secured his power by beating back a proxy fight led by Starboard Value’s Jeffrey Smith — after agreeing to sell a collection of patents to Microsoft for $1.1B, earmarking $400M to repurchase AOL shares. It paid off for Armstrong who signed a new contract loaded with incentives to boost the stock price and received a 275.3% raise to $12.1M. (The package: $1M salary, $500,000 bonus, $2.8M stock awards, $5.1M option awards, $2.8M non-equity incentives, and $12,684 in other compensation.) The large size of the raise mostly reflects the restoration of the bonus, stock and option awards that Armstrong did not collect for 2011. The 2012 total equals 38.7% of the compensation for the five highest paid execs, and is 3.9 times the median for his four next highest paid colleagues, up from 1.6 times for 2011. AOL had 5,600 employees at year end including 1,200 with its local Patch news services; that’s down from 2011 when it had 5,660 employees including 1,410 at Patch. (Pay rank among media CEOs: 18. Among all media execs: 38. Average annual pay over last three years: $10.2M.)

13. Scripps Networks: Ken Lowe. The home of lifestyle channels including HGTV and Food Network is walking a tightrope now that its core market — U.S. pay TV subscribers — has plateaued and it faces potentially potent competition from Web video providers. It’s investing in programming and overseas expansion, but also must keep outlays under control to avoid frightening Wall Street. The effort is working for the most part, even as the company paid $107M for the Travel Channel. Shares appreciated 33.5% last year, helped in part by Scripps’ decision to boost its stock repurchase effort by $1B — and persistent speculation that someone (Disney perhaps?) will swoop in and buy the company. Lowe’s compensation rose 46.7% in 2012 to $14.2M. (The package: $1.3M salary, $7.4M stock awards, $1.4M option awards, $1.7M non-equity incentives, $2M change in pension value, and $441,155 in other compensation.) Lowe made 46.3% of the total for the five highest paid execs, and 3.1 times more than the median for the four just below him — down from 3.5 times in 2011. The company had 2,100 full time employees at year end, +300. (Pay rank among media CEOs: 15. Among all media execs: 31. Average annual pay over last three years: $10.7M.)

14. DirecTV: Michael White. The No. 1 satellite distributor had two stories to tell last year: There’s one of rapid subscription and profit growth in Latin America. Then there’s the U.S., where subscriptions were up just 1% — and programming costs grew about 10%. White made a bold effort to control costs in July when he challenged Viacom’s contract demands. It resulted in a 10-day period during which 17 channels went dark for DirecTV’s 20.1M subscribers. The conventional wisdom holds that Viacom prevailed in the settlement. Still, DirecTV shares ended the year +15.6%, while White’s compensation was +203.9% to $18.0M. (The package: $1.6M salary, $12M option awards, $4M non equity incentives, $163,421 change in pension value, and $323,957 in other compensation.) That equaled 40.6% of the total for the top five execs, and 3.1 times the median for the four other leaders on White’s team up from 1.2 times in 2011. DirecTV had 15,000 full time and 500 part time employees in the U.S. last year, down from 15,900 and 300 in 2011.  (Pay rank among media CEOs: 12. Among all media execs: 25. Average annual pay over last three years: $19.0M.)