EXCLUSIVE: It’s hard to imagine a group more out of touch with the national zeitgeist than the 82 people who sit on the boards of Big Media companies.
At a time when three out of four adults believe CEOs are overpaid, the directors of CBS, Comcast, Discovery, Disney, Fox, Time Warner, and Viacom continued last year to lavish their chiefs with some of corporate America’s largest salaries — often way out of whack with their company’s performance — we find in Deadline’s sixth annual examination of CEO compensation in media and entertainment.
The most egregious example: Viacom’s Philippe Dauman received a 22.2% increase in his compensation, part of a contract renewal, even though his company’s market value declined 42.5%. Compare that to Disney where Bob Iger’s take fell 3.4% although his company was the only one in the group whose stock value increased (+19% including dividends in the fiscal year). Or Time Warner where Jeff Bewkes renewed his contract without extravagant inducements.
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The chiefs collectively made $283.8 million, down 28.9% from 2014, company SEC filings show. The median package was $36.2 million, down 18.2%. Only two (Dauman and Comcast’s Brian Roberts) made more in their 2015 fiscal years than they did in 2014.
But bulk of the group’s decline came from one person: The package for Discovery’s David Zaslav fell 79.3% from the eye-popping $156.1 million he received in 2014 — an unusual jump due to one-time stock options awarded as part of a contract renewal.
Take him out of the tally, and the 2015 total comes to $251.5 million — up 3.4% vs 2014, and the biggest amount for the group since 2010. The median grows 5.0% to $40.6 million, the highest since 2011.
Our objective here isn’t just to tell you how much people made. It’s to help you understand how the secretive boards that control Hollywood think, and provide some metrics so you can decide whether their outlays were justified.
The compensation information the SEC requires publicly traded companies to disclose provide the clearest windows we have into a world where cronyism often supersedes the interests of employees, shareholders, and the public.
But the directors — 83% of them men, and with a median age of 65 — don’t like public scrutiny. They often bury important information in lengthy footnotes, or impenetrable jargon.
Corporate governance watchdogs give Big Media companies some of the nation’s worst grades. Three of the seven companies here earned lowest-possible score (10 out of 10) in investor advisory firm Institutional Shareholder Services’ ISS QuickScore. Two others scored a still-bad 8.
Critics most frequently ding the companies for their lack of transparent compensation metrics, and tendency to give CEOs too much credit for successes without blame for failures. The halfhearted efforts to hold chiefs accountable may reflect the fact that Disney and Time Warner are the only Big Media companies here not dominated by a single family or shareholder.
Here’s how the Big Media chiefs line up, listed by compensation size. Look below this list for explanations about the information.
1. Les Moonves, CBS, $56.8 million, -0.7% (5-year average: $62.2 million). This was the smallest package Moonves has seen since 2009, but it was still big enough to put him at the top of our list. His take fell 0.7% while the value of CBS shares (including dividends) dropped 13.9%.
If the board saw a problem, it wasn’t evident in the company proxy. It gives him credit for just about everything that happened at CBS last year that it liked including “driving ratings successes,” repurchasing CBS shares and maintaining the dividend. Indeed, directors figure that the company exceeded its target goals for 2015, awarding Moonves and other execs 105.7% of the shares underlying their performance restricted stock units.
Moonves benefited from a February 2015 amendment to his contract that raised his target bonus by two-thirds to $20 million. Why? The board doesn’t say, although it notes that it was “advised by its independent compensation consultant.”
Still, his actual bonus for 2015 was $19 million, down 24% from 2014. The board did not repeat the special payments it made that year which included $18 million “for the successes in his role as President and Chief Executive Officer of the Company” as well as a $7 million “special cash payment…for his contributions to the creative successes across the Company’s portfolio of businesses.”
But no matter: His stock awards increased nearly 75.9% to $25.5 million in 2015. Apparently a huge salary isn’t enough to ensure that the CEO does his job: the Compensation Committee says it “used its discretion” to give him a stock options valued at $7.2 million “to motivate him to continue his efforts to create shareholder value.”
- Out of whack calculation: CBS slashed then-Chairman Sumner Redstone’s compensation, which helped to increase Moonves’ share of the pie for the five highest paid executives. The CEO accounted for 57.6% of the $98.6 million total. His package was 9.8 times bigger than the median for his closest colleagues, up from 5.2 in 2014.
- Odds and ends: CBS paid $513,218 to protect Moonves’ security. Outlays for life insurance increased 79% to $234,564. But transportation benefits, including personal use of the company aircraft, fell 47% to $371,351.
- Financial performance: CBS revenues increased 0.6% $13.9 billion and net income fell 52.2% to $1.4 billion following the spin off of CBS Outdoor Americas. Net income from continuing operations increased 3.6% to $1.4 billion.
- Returns to shareholders: Stock repurchases $2.8 billion, -21.8%. Dividends $300 million, +2.7%
- Employees: 16,260 full and part time, -6.1%
- Board: 12 men, 2 women. Median age: 76
- ISS Governance QuickScore: 10 (highest risk on scale of 1-to-10)
- Return on Invested Capital: 10.2% (from 10.0% in 2014)
2. Philippe Dauman, Viacom, $54.2 million, +22.1% (5-year average: $42.4 million). The company realized it had a PR problem with Dauman’s extravagant package for the fiscal year that ended on September 30 – a period when its stock price fell 42.5%. In January it issued a press release disclosing that the CEO’s bonus declined 30% vs 2014. Two days later the proxy revealed something the statement neglected to note: He had also received $17 million worth of stock awards when he renewed his contract. That made 2015 his most lucrative year since 2010, which also included a contract renewal.
The board seem pleased about Viacom’s condition, despite the declining stock price, revenues and profits. It based its pay-for-performance calculations on a judgement that Viacom “continued to perform well in light of a challenging economic environment” and remained “well positioned to capitalize on future opportunities and successfully address future challenges.” Directors figured that Dauman deserved 90% of his compensation tied to its targets. The company achieved 75% of its operating income goals, 75% of its free cash flow goals – but 100% of its “qualitative” goals.
- Out of whack calculation: Like with Moonves, Dauman’s share of the executive compensation pie increased as Viacom slashed Redstone’s pay. The CEO accounted for 53.2% of the $101.9 million that Viacom awarded its top five executives. His compensation was 8.8 times greater than the median for the next four highest paid execs, up from 3 times in 2014.
- Odds and ends: Viacom contributed $220,361 for Dauman’s personal use of the company aircraft, down nearly 52%, and $18,208 for a car service, up 4.3%. The proxy notes that the compensation tally doesn’t include small items including “meals provided by our corporate kitchen upon an executive’s request (we do not have an executive dining room), access to the executive fitness room (nonstaffed) and occasional receipt of tickets, DVDs and other merchandise related to our businesses.”
- Financial performance: Viacom revenues fell 3.71% to $13.3 billion in the fiscal year that ended in September. Net income declined 19.6% to $1.9 billion.
- Returns to shareholders: Stock repurchases fell 56.1% to $1.5 billion while dividend payments increased 4.3% to $564 million.
- Employees: Viacom had 9,200 full and part time employees at the end of the fiscal year, down 7.1%.
- Board: 7 men, 4 women. Median age: 61
- ISS Governance QuickScore: 10 (highest risk on a scale of 1-to-10)
- Return on Invested Capital: 9% (from 14.3%)
3. Bob Iger, Disney, $44.9 million, -3.4% (5-year average: $39.9 million). Think you do well if you achieve 100% of your goals? When Disney’s board computed Iger’s performance based bonus for the fiscal year that ended October 3, it figured he deserved 186% of the target. And that was down from 2014 when he was awarded 200%. The board gave Iger credit for just about everything that worked at the company, including Avengers: Age of Ultron, Disney Junior’s Doc McStuffins, ESPN’s College Football Playoff, and the company’s new flexible work arrangements.
Shareholders didn’t seem to mind paying Iger the equivalent of 0.5% of Disney’s net income. The company’s shares appreciated 19% –as the S&P 500 declined 1.6%.
Even though the board pays Iger extravagantly, directors decided he needed a special sweetener “to provide an incentive for Mr. Iger to agree to extend his tenure and stay through the end of the term.” He could pick up as much as $60 million if he stays to the end of September 2018, and the company’s five-year cumulative adjusted operating income tops $76.01 billion. Investor advisory firm Glass, Lewis says it’s “not convinced that this award to Mr. Iger is fully appropriate.”
- Out of whack calculation: Iger’s percentage of the compensation for the top executives fell after the company gave Tom Staggs a big raise on his promotion to COO. (That didn’t work out: He decided to leave this year when the board wouldn’t formally say he’d be the next CEO.) Iger’s package accounted for 45.5% of the $98.7 million given to the top five, down from 55.5% in 2014. He made 3.5 times the median of the other four, down from 5.7 times.
- Odds and ends: Disney provided $277,489 for Iger’s personal air travel, down 29%, and $683,245 for his security, up 11%.
- Financial performance: Disney revenues increased 7.5% to $52.5 billion in the fiscal year. Net income grew 22.2% to $7.5 billion.
- Returns to shareholders: Stock repurchases $6.1 billion, -6.6%. Dividends $3.1 billion, +103.1%
- Employees: 185,000 full time, +2.8%
- Board: 7 men, 4 women. Median age: 61
- ISS Governance QuickScore: 4 (mid-level risk on scale of 1-to-10)
- Return on Invested Capital: 6% (from 12.3%)
4. Brian Roberts, Comcast, $36.2 million, +10.0% (5-year average: $31.3 million). The most interesting part of Comcast’s compensation plan isn’t so much the high annual outlays. It’s the deferred compensation retirement plan that pays interest rates well above what most people would see for their 401Ks. How high? The cable giant guarantees 12% a year for amounts made before 2014, and 9% for those made afterward.
That adds up: Roberts had $109.3 million in his account at the end of 2015. His closest colleague, NBCUniversal chief Steve Burke, had $81.0 million in the retirement account. The company’s contributions, included in each executive’s compensation tally, will grow by 5% a year.
The guaranteed increases, and interest rates, helped Roberts’ compensation package to grow even as the value of Comcast shares dropped 1.1%. Directors credited Roberts, who controls a third of the voting shares, with being “instrumental in continuing to shape the strategic vision of our company” – the same terms it used in 2014. They also describe 2015 as “a terrific year strategically, financially and operationally.”
What about Comcast’s aborted effort to buy Time Warner Cable, and failure to stop the FCC from passing tough net neutrality rules? Those were “unexpected challenges,” the board says.
The CEO wasn’t Comcast’s biggest earner last year: The new CFO, Michael Cavanagh, made $40.6 million with a package that included $16.5 million in stock awards and $11.9 million for the lucrative deferred compensation retirement plan. The board describes these as “signing bonuses in large part to make him whole for compensation he forfeited” by leaving private equity firm Carlyle Group – where he worked for less than a year after stunning Wall Street by jumping from JPMorgan where he was once seen as a potential successor to CEO Jamie Dimon. His future compensation, Comcast’s proxy says, “will be significantly lower.”
The cable company also made big outlays to the family of Ralph Roberts, the company founder who passed away last year. Comcast paid his wife, who’s 94, $326 million this year and $30 million in 2015 to satisfy spousal life insurance obligations the family patriarch built into his contracts for about 25 years. It paid an additional $164 million this year, and $4.2 million in 2015 in life insurance benefits to family trusts. After subtracting the cash value of the policies, Comcast figures the combined cost of the transactions came to about $154 million.
- Out of whack calculation: With the unusually high allocation for Cavanagh, Roberts accounted for 22.8% of the $158.7 million paid to the five highest paid executives. He made 1.2 times the median for the other execs, down from 1.6 times.
- Odds and ends: Comcast spent $299,618, down 13.6%, for the CEO’s personal use of its aircraft which gave him and other execs “greater security” and opportunities to use their time “productively.”
- Financial performance: Comcast revenues increased 6.4% to $74.5 billion, with net income up 22.9% to $8.2 billion.
- Returns to shareholders: Stock repurchases up 58.8% to $6.8 billion, and dividends up 6.5% to $2.4 billion.
- Employees: Full and part time up 10.1% to 153,000
- Board: 10 men, 1 woman. Median age: 67.
- ISS Governance QuickScore: 8 (moderately high risk on a scale of 1-to-10)
- Return on Invested Capital: 8% (from 8.5%)
5. David Zaslav, Discovery Communications, $32.4 million, -79.3% (5-year average: $64.8 million). Zaslav was bound to see a huge decline in his compensation following his $156.1 million package in 2014, part of a contract renewal designed to keep him through 2019. Even so, his 2015 amount represents a big come-down in a year when the value of Discovery shares depreciated 22.6%. It’s the smallest total Zaslav has seen since 2009.
Much of the drop from the norm was due to the falling value of Zaslav’s stock awards.
The board, for its part, seemed to think that things were fine. It lauded Zaslav’s “dynamic leadership” contributing to “our overall strong performance” despite “challenging conditions.” It gave the CEO 96% of his target bonus, calculating that he achieved “99.9% of the quantitative goals and 92% of the qualitative ones.”
Liberty Media’s John Malone controls 28.6% of Discovery’s voting shares.
Investor advisory firms Glass Lewis gives Discovery’s compensation policies an “F” grade, saying that it “has consistently failed to adequately align pay with performance.” It specifically considers the latest equity grants to Zaslav as “excessive.”
Discovery is the only Big Media company that doesn’t have a female director. Shareholders just voted down a resolution asking the board to prepare a report on steps it’s taking to promote diversity in its ranks. The company opposed the measure, saying that the Nominating and Corporate Governance Committee considers candidates “based on merit, without regard to gender, race, religion or ethnicity” and would find a report “distracting and time consuming, without any corresponding benefit to our shareholders.”
- Out of whack calculation: Zaslav’s makes a lot more than his colleagues at Discovery, although last year’s unusual contract exaggerated the differences. He made 59.8% of the $54.1 million total that Discovery allocated for its top five execs in 2015. That came to 5.5 times the median for the others, down from 23.3.
- Odds and ends: Compensation included $446,037 for personal use of the corporate aircraft, up 50.2%, plus a $16,800 car allowance (unchanged), $1,631 for home office expenses (down 54.9%), and $14,298 for personal security (down 14%).
- Financial performance: Discovery revenues increased 2.1% to $6.39 billion in 2015. Net income was -9.2% to $1.0 billion.
- Returns to shareholders: Stock repurchases $951 million, -33.1%. Discovery doesn’t offer a dividend.
- Employees: 7,000 full time, +2.9%
- Board: 10 men, 0 women. Median age: 68.
- ISS Governance QuickScore: 10 (highest risk on scale of 1-to-10)
- Return on Invested Capital: 5.2% (from 6.1%)
6. Jeffrey Bewkes, Time Warner, $31.5 million, -4.3% (5-year average: $29.7 million). Investors who remembered the company’s growth promises in 2014 when it rejected Fox’s unsolicited $80 billion takeover bid grit their teeth last year as Time Warner shares lost 22.9% of their value.
Should Bewkes be penalized for that? The board seemed to want to have it both ways when it came to determining his bonus, which it set at 133% of the target.
On one hand that reflects “financial performance in excess of the challenging goals set for 2015.” Overall, directors say the company had “a successful year” and “made significant progress on achieving its long-term strategic objectives.”
But the board also notes that it “exercised negative discretion” to offer a smaller amount than he received in 2013 and 2014. The decision recognizes that “primarily as a result of unfavorable foreign exchange rates, the Company is expected to take longer to achieve the long-range Adjusted EPS growth objectives that had been communicated to investors and that the Company’s stock price had underperformed during the second half of the year.”
Directors also seemed to want to temper the message in their decision in January to extend Bewkes’ contract three years through 2020. They cited his “strong performance over his tenure as CEO” in explaining the move. But they pointedly note that they didn’t change his compensation. Also, they will begin “a process to select his successor prior to the end of the term of his employment agreement.”
- Out of whack calculation: Bewkes accounted for 50.6% of the $62.2 million awarded to the top five. He made 4.3 times the median pay for the other four, down from 5.2.
- Odds and ends: Time Warner paid $165,625, up 59.9%, for Bewkes’ personal use of the company plane and a car — needed “for security and efficiency reasons.”
- Financial performance: Revenues were up 2.8% to $28.1 billion, and net income rose 0.2% to $3.8 billion.
- Returns to shareholders: Share repurchases were down 34.0% to $3.6 billion, while dividends were up 3.7% to $1.2 billion.
- Employees: Time Warner ended the year with 24,800 employees, down 3.1%.
- Board: 10 men, 2 women. Median age: 67.
- ISS Governance QuickScore: 3 (low risk on a scale of 1-to-10)
- Return on Invested Capital: 8.0% (from 8.5%)
7 Rupert Murdoch, Fox, $27.9 million, -4.6% (5-year average: $29.9 million).
Fox’s board says that Murdoch’s pay is “closely and appropriately linked to performance, including stock price performance” which declined 6.7% in a period when the S&P 500 increased 5,2%.
In computing his bonus, the board figured that the company met 90% of its financial goals – down from 96% in 2014 — but once again concluded that Murdoch met 100% of its “qualitative” ones.
Directors credited Murdoch, who controls nearly 40% of the voting shares, with Fox’s “immense financial flexibility, solid strategic positioning, vigorous operating momentum and a strong succession plan that will drive future growth.”
This was his last year as CEO. When the new fiscal year began he and his son Lachlan became Executive Chairmen while another son, James, became CEO. Directors say the appointments followed a “multi-year succession planning process” in which the paterfamilias “provided guidance to the Board.”
Critics say that the company doesn’t provide enough information about performance targets. Fox says it doesn’t strictly benchmark pay against competitors but seeks to offer packages “that are competitive with prevailing practices in our industry” while retaining flexibility “to respond to and adjust for specific circumstances and our evolving business environment.” Fox also stands out for making it a goal to keep Murdoch’s pay in line with his colleagues. That’s “critical to ensuring fairness and encouraging a collaborative team effort” among top execs.
- Out of whack calculation: Murdoch took 33.6% of the nearly $83.0 million compensation pie for the top five execs. He made 4 times the median for his colleagues, up from 2.1 times.
- Odds and ends: Fox allocated $110,235, down 47%, for his personal use of the corporate aircraft — which the company requires for “safety and security reasons.” He also received a $14,922 allowance for personal car services.
- Financial performance: Fox revenues declined 9.0% to nearly $29.0 billion with the November 2014 sale Sky Italia and Sky Deutschland to Sky. Factoring out those deals, revenue would have increased 3%. Net earnings at $8.3 billion grew 84.0% mostly due to the nearly $5.0 billion gain from the sale of the satellite businesses.
- Returns to shareholders: Stock repurchases +57.4% to $5.9 billion, while dividends increased 10.9% to $878.0 million.
- Employees: 20,500 full time, -24.1%.
- Board: 12 men, 1 woman. Median age: 56
- ISS Governance QuickScore: 8 (moderately high risk on a scale of 1-to-10).
- Return on Invested Capital: 22.3% (up from 9.5%)
Here are a few things to keep in mind about our examination of seven Big Media companies:
Most of the data come from proxy statements and annual reports that the SEC requires publicly traded U.S. companies to file. Regulators say that companies must disclose pay figures for the top execs, usually the top 5. We don’t have compensation info from some media powers including Sony (based in Japan) or MGM (privately held).
We lead each profile with the CEO’s total 2015 compensation as disclosed in the company proxy for its fiscal year, and the percent change from 2014. For perspective, we’ve added the exec’s average annual compensation over the last five years.
We cite the change in each company’s “adjusted share price.” That factors in dividends and stock splits.
Our “Out of Whack Calculation” looks at how much the board pays the CEO vs the company’s other top executives. Corporate watchdogs say that it can be a sign of dangerous hero-worshiping when directors regularly give the CEO more than 3 times the median for his or her closest colleagues.
The “Employees” bullet offers each company’s year-end tally and the change from the previous year. It’s the best we can do with the SEC-mandated disclosures. But the numbers are not useful for comparing companies against each other. Some include part-timers, others don’t. Also, the figures may not provide a meaningful year-over-year comparisons since the numbers can rise when a company buys properties and fall when it sells.
Our numbers about the Board members and ages come from company proxies and reflect the current status.
The “ISS Governance Quickscore” comes from proxy research firm Institutional Shareholder Services. The number represents its assessment of a company’s governance policies compared to what it deems best practices. A high number on the 1-to-10 scale is bad — it means ISS believes the policies pose a lot of risk to investors. Find out more about it here.
Our “Return on Invested Capital” numbers also come from ISS. This is a popular metric for investors who want to know how effectively companies make use of their funds.
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