“We’ve seen increased opposition to pay packages.”Landis-Weaver cites the shareholder-friendly reforms of the past decade, in the wake of Wall Street’s mortgage meltdown of 2007 and 2008, that require companies to hold nonbinding shareholder advisory votes on CEO compensation — the Say on Pay rule. The rule was implemented in 2013, and the nonbinding results mean investors can’t block a board’s compensation decision. Elizabeth Gillies, Leon Thomas III, Matt Bennett, Avan Jogia, Daniella Monet and Eric Lange, as well as the show’s creator Dan Schneider, all participated in the call along with Grande and Justice. Zaslav’s 2018 compensation soared to … He has expanded linear and digital operations around the world through acquisitions, partnerships, channel launches and a steady stream of makeovers of underperforming assets.On Zaslav’s watch, Discovery has been innovative in business even as it has been philanthropic and socially conscious as a corporate entity and nimble in the face of enormous change. $129.5 million. After taking over the role of CEO of DISCA in 2007, Zaslav helped the company grow. In the SEC disclosure filing, the company noted that the vast majority of his compensation was considered “at risk,” meaning that Discovery has to achieve aggressive performance targets in the years ahead for him to earn that windfall. He was joined by Alfonso Ribeiro, DJ Jazzy Jeff, Tatyana Ali, Karyn Parsons, Daphne Maxwell Reid and Joseph Marcell.
It could spill over into lots of different areas — into the [2020] election, into regulation and government mandates on pay practices.”In the case of Viacom, the discordance between the company’s performance and Dauman’s paycheck was a sign of negligence by the board members responsible for monitoring the company’s health.“The compensation issue was symbolic of the biggest issue at the time with Viacom, which was that it was a rudderless company where you had a board that was captive to Philippe Dauman,” says Eric Jackson, founder and president of Toronto-based EMJ Capital. A consistently high rate of opposition from shareholders in Say on Pay to a board’s recommended CEO compensation package is becoming a tarnish that could affect a company’s bond rating, among other financial considerations.Just before Disney’s annual meeting on March 7, Iger agreed to reduce his salary for fiscal 2019 by $500,000 (to $3 million) and to cut another $13 million out of his potential bonuses. If the value of long-term stock awards — which represented the bulk of Zaslav’s $129.4 million — were subtracted, his remaining compensation of about $35.5 million would have been 414 times median compensation.“We know from history and sociology that the income gap gives rise to ill feelings and controversies. Although over 50% of the $4.4bn is attributable to one individual’s granted compensation (Elon Musk, Tesla: $2.28bn). The now-deposed leaders of Redstone’s empire, Viacom CEO Philippe Dauman and CBS CEO Leslie Moonves, consistently received sky-high pay packages during their respective tenures. “There is a focus on whether or not investors are getting the performance out of the CEO that is in line with what the CEO is paid. That incentive is magnified by the fact that lofty share prices only add to the value of stock options granted in employment contracts.Jason Schloetzer, associate professor at Georgetown University’s McDonough School of Business, says that the common factor cited as the driver of increased CEO pay “is the near-ubiquitous emphasis placed on shareholder returns as the only important goal of the executive team.”Experts say there’s no escaping that the widening income gap creates a politically charged scenario for the economy’s haves and have-nots.“When CEO salaries grow at double-digit rates annually while rank-and-file workers see pay increases that are less than inflation, the disconnect can only persist for so long until either employees or regulatory agencies will take action,” Schloetzer says.At Discovery, Zaslav’s compensation was 1,511 times the average median compensation for employees, which stood at $85,704 last year, per Discovery.
But even his admirers question how much is too much, and whether a Brinks truck’s worth of cash and stock is the best motivator for CEOs who are already extremely wealthy.“At the end of the day it’s the board and the shareholders who have to judge for themselves whether they think a particular person is going to be correctly incentivized,” says EMJ Capital’s Jackson, who is not an investor in Discovery. Though his salary was cut down, he signed a contract to remain with the company through 2019 and with that, he received stocks and options worth almost $94 million. We can take our menu of content around the world.”Zaslav’s nine-figure compensation haul was fueled by nearly $117 million in stock options and awards granted through a new employment contract signed last July that will keep the CEO at the helm of Discovery until 2023. Still, how can a board of directors with fiduciary responsibility to shareholders justify that kind of largesse?“It’s one of the questions that usually ends with ‘Because they can,’” says Rosanna Landis-Weaver, who studies CEO compensation for the Oakland-based nonprofit shareholder-advocacy group As You Sow.Zaslav has always had a much lower public profile than, say, Bob Iger or Rupert Murdoch. At the same time, he emphasizes, “it’s hard for anyone to say what that [ratio] should be.”Interest in CEO comp has increased for investors because the tougher disclosure rules offer a look at what a company’s board of directors values in CEO performance, Larcker says. Many of the stars are doing conversations for charity, while others are staging full remote episodes or special performances just to perk up a fan's day. Companies are also encouraged to look at the pay scales at rival businesses deemed to be peers — another factor that keeps Big Media paychecks so fat.“Consultants don’t get rehired by coming in and saying, ‘Everyone here needs to be paid less,’ ” says Landis-Weaver.In media and entertainment, Zaslav’s payday also stands out in part because of Discovery’s smaller size relative to its larger competitors.
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