Peter Liguori’s compensation package was unusually high in 2014 as the Tribune Media board rewarded him with stock options and incentives for his work in splitting his company from newspaper publishing — and began to benchmark his pay against the higher levels enjoyed by other CEOs in TV.
Even so, the proxy filed at the SEC this morning shows that in 2015 — while Tribune Media’s shares lost 36.4% of their value after adjusting for dividends — Liguori made $8.1 million, a step down from the $8.8 million he made in 2013.
His latest bundle includes: $1.6 million in salary, $3.9 million in stock awards, $1.1 million in option awards, $1.5 million in non-equity incentives, and $10,600 in other compensation.
Last year the company ended up with a net loss of nearly $320 million, down from a profit of $476.7 million in 2014, on revenues of $2.0 billion, up 3.1%. Expenses included a $74 million non-cash impairment charge from WGN America’s syndication of Person of Interest and Elementary. Programming costs for the cable network and Tribune’s TV stations also increased.
Still, the board took care of Liguori and other execs as the company looks to reshape its strategy — which could include a sale. The new terms, which took effect at the beginning of this year, would keep the CEO in place to the end of 2017.
To “motivate maximum shareholder value creation over the next two years” (because a big salary isn’t enough for him to do his job?) Liguori received 130,042 performance share units tied to Tribune Media’s stock hitting or exceeding $44. It closed on Wednesday at $36.23.
If there’s a change in control that causes him to lose his job within a year afterward, he can immediately vest all of his unvested equity awards. The company estimates that he’d see nearly $13.3 million if there’s a change in control.
Tribune Media shareholders will have a chance to offer their view of the compensation agreements in an advisory vote at the annual meeting scheduled to take place on May 5 in Los Angeles.
The board’s compensation committee was chaired last year by lawyer Craig Jacobson. It also included New York Public Radio CEO Laura Walker, and Oaktree Capital co-founder Bruce Karsh.