U.S. media CEOs are top paid even in year when stock prices lagged

By Reuters

May 12, 2015 08:01 AM EDT

Investors in some top U.S. media companies have had a rough ride as their shares have lagged the rest of the market. You just wouldn't know it if you looked at the bank accounts of their top executives.

The CEOs of 11 major media companies were given median compensation of $32.9 million for 2014, much higher than any other industry group in the Standard & Poor's 500 index, according to regulatory filings posted in the first four months of this year and analyzed by executive pay consulting firm Farient Advisors for Reuters. Food & staples retailers came in a distant second at $24.5 million.

It is set to be the seventh successive year media industry executives come out on top - figures before 2008 are not comparable because of the way pensions and stock options are disclosed.

In many of the years, media company stocks were outperforming the broader market as revenue and earnings surged. Last year, though, the median total return of the 11 companies was 10.76 percent against 13.69 percent for the S&P 500 as a whole.

The weakness reflects more challenging times in much of the business, with advertising growth stuttering and the increasing amounts of video delivered and viewed over the Internet upsetting a cozy business model for program makers and the traditional pay-TV distributers, such as cable companies.

Many companies justify big awards by stressing difficulty retaining top talent in a competitive market.

But some compensation experts say there is another explanation - a number of the major media companies are controlled by top executives and their families, which means boards don't have to worry much about objections from other shareholders.  CEOs at companies with less family influence benefit anyway because boards tend to benchmark pay against their major rivals.

Robert McCormick, chief policy officer of proxy adviser Glass Lewis & Co, said the controlling shareholders "can pay whatever they want," and disregard views of other shareholders.

For example, Sumner Redstone, 91, controls about 80 percent of the voting shares in CBS and Viacom through a holding company.

So far this year, the CEOs of  Discovery Communications Inc, CBS, Walt Disney Co and Viacom accounted for the first, third, fourth and fifth spots among the five highest-paid CEOs across the S&P 500. The only non-media CEO in that group was Steven Mollenkopf of telecom technology company Qualcomm Inc, who was second.

Often in the media industry, "the pay is not reflecting the performance," said Michael McCauley, senior officer for the Florida State Board of Administration, which manages pension assets for Florida state and other local authority employees, and holds shares in all four of these media companies.

The Florida agency earlier this year cast its advisory votes "against" Disney's executive compensation even though Disney's shares have been climbing. McCauley cited concerns about a feature that would award Disney CEO Robert Iger as much as an additional $60 million if Disney hits certain targets through 2018. Iger received $46.5 million in the year ended Sept 27.

Disney spokesman David Jefferson said 92 percent of Iger's pay is performance-based. He also noted the company's shares are trading near record highs and that the company has returned more than $51 billion to stockholders through share repurchases and dividends on Iger's watch since 2005.

To be sure, not all major U.S. media companies gave their CEOs big pay rises even when their shares did well. For example, Time Warner Inc's total return for shareholders was around 30 percent in 2014 but compensation for CEO Jeffrey Bewkes rose 1 percent to $32.9 million.

Such sober raises helped to bring the increase in median CEO compensation to 5 percent in 2014 for the 11 companies. That was still higher than the 0.8 percent U.S. inflation rate, but lower than some industry groups in the S&P 500 such as Pharma, Biotech and Life Sciences, where median CEO compensation rose 46 percent to $19.8 million after 16 companies reported, according to Farient Vice President Eric Hoffmann.


Known for its cable networks like Discovery Channel and Animal Planet, Discovery is smaller than most of the companies in this survey, and its share price fell 25 percent in 2014.

And yet its CEO David Zaslav, has - at least for now - become the  best-paid CEO in the S&P 500 with $156 million in compensation, more than four times what he got in 2013. It is more than twice the $75 million Forbes estimated the best-paid U.S. actor Robert Downey Jr earned in the year to June 2014.

The company's board gave CEO Zaslav a new six-year contract at the start of 2014, citing "outstanding business success" under his leadership such as a quadrupling of market capitalization to $20 billion since he became CEO in 2007. The deal gave Zaslav stock and options valued at $145 million, tied to performance goals and meant to align his interests with shareholders.

In an advisory vote held at the company's annual meeting last May, the executive compensation plan won support from only 59 percent of votes cast. The company said its board decided not to make changes in light of the result.

The 2014 awards were front-loaded, Discovery said in the filing, meaning Zaslav is unlikely to make as much in future years.

Included in Zaslav's pay was a $1.5 million contribution the company made to his retirement plan. It also included $296,930 for personal use of company aircraft.

A Discovery official declined to comment.

Pay for Viacom CEO Philippe Dauman rose 19 percent to $44.3 million for the year to September 30, despite an 8 percent drop in its shares in that year.

Such increases at a time when net income and revenue were little changed was one reason proxy adviser Institutional Shareholder Services recommended investors withhold support from the five members of Viacom's compensation committee at its  annual meeting in March. All the directors easily won election, reflecting Redstone's control.

None of the media CEOs named in this story were available for comment, according to spokespeople for their companies.


Given the media industry's hoopla, including star-studded awards and top sports events, there are other perks for the CEOs. Top executives at Viacom "receive occasional tickets to company events, DVDs and merchandise related to our businesses" and their spouses also get to go, the company says in a filing. The company says this comes at little or no cost.

Viacom spokesman Jeremy Zweig said via e-mail that executive compensation practices are consistent with peers and align "management's interests with those of our stockholders."

At CBS, CEO Leslie Moonves saw his compensation cut as its shares dropped 13 percent. He was awarded $57.2 million in 2014 against $66.9 million in 2013. His transport benefits last year totaled $702,855, up from $533,527 in 2013.

Moonves has one of the best golden parachutes in America if he quits or loses his job. In some circumstances, he will be owed three times his base salary and bonus, plus payments like the accelerated vesting of equity awards. As of Dec 31, the proxy states, these would have been worth a combined $225 million.

He is likely to have an option to continue as a "senior advisor"  for five years, a position that would reward him with $35 million over that period.

A CBS spokeswoman declined to comment. In its proxy CBS said Moonves "delivered key strategic results" during 2014 such as securing deals for retransmission, station affiliation and streaming.

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