Thursday 28 April 2022

Hollywood Reporter; Hollywood CEO Pay: The Year of the Nine-Figure Club

Story from Hollywood Reporter:

Many Hollywood CEOs saw their paydays increase in 2021, but a few — Endeavor mogul Ari Emanuel, Warner Bros. Discovery CEO David Zaslav and Amazon chief Andy Jassy — ended up in rarefied air by joining the nine-figure club.

“Nine-figure CEO compensation is unusual, even in 2021, when median total compensation increased by 31 percent,” notes Nathan Grantz, research specialist at corporate leadership data firm Equilar.

Special circumstances contributed to each of these cases. Zaslav oversaw the recently closed merger that created Warner Bros. Discovery and last year was awarded options valued at $202.9 million — with $246.6 million in total pay — thanks to a new employment agreement that keeps him in charge of the combined company.

Emanuel received $293.7 million in stock awards as Endeavor went public last April as part of a $308.2 million package. The agency boss “fits into a broader trend of large equity awards around IPOs (e.g. Airbnb, Eventbrite), though they are not often as large as these,” Grantz points out.

Jassy saw nearly all of his $212.7 million pay package arrive via a stock grant tied to his elevation to CEO in July. The Amazon chief is “an interesting case, since while I’m sure Amazon’s media branch is doing well, they consider themselves a technology company and benchmark against other technology companies where mid-eight-figure compensation is more common,” Grantz says. “Furthermore, he only became CEO in the last year, and received a substantial award to go with that promotion.”

Zaslav got big options awards from the Discovery board long before the merger with AT&T’s entertainment assets. “He has also been in the nine-figure club before, [earning $129.4 million] in 2018, after he oversaw the acquisition of the Scripps Networks and changed the company from Discovery Communications to Discovery Inc.,” Grantz notes. “Their say on pay vote in 2020 [they vote every three years] passed with 61 percent of the vote, so there may be some pushback on this practice,” he surmises, though shareholder votes are only advisory, not binding.

Nearly all entertainment executives on The Hollywood Reporter’s annual chart again came in above the median $20 million pay seen in the annual Equilar 100 study, which looks at compensation disclosures from companies across all sectors. Observers are not surprised. “Pay in other sectors is generally lower,” Hal Vogel, CEO of Vogel Capital Management and a former Wall Street analyst, says of media-telecom sector exec pay. “But the top hedge and private equity fund leaders make much more in a good year. They also risk easily having a really bad year. Seems that in media and entertainment, this rarely happens. The media CEOs often just risk taking a relatively modest 10 percent or 20 percent cut.”

The only top exec on the list taking a double-digit cut (49 percent) and hitting the Equilar 100 study’s exact median pay is Paramount Global CEO Bob Bakish, who received $20 million in 2021, after earning $38.9 million in 2020. But adjusting for stock awards pulled forward into 2020, his pay was little changed, the company says.

In contrast, the paydays of Disney’s bosses more than doubled. In the fiscal year ended in October, before his exit from the conglomerate at the end of 2021, Bob Iger’s compensation package trumped pay for Netflix co-CEOs Reed Hastings and Ted Sarandos for the calendar year. And Bob Chapek, in his first full fiscal year as CEO, crossed the $30 million mark.

One notable year-to-year change: Former WarnerMedia CEO Jason Kilar, whose $52.2 million pay package in 2020 topped the scorecard, is out. Why? Kilar was the highest-paid media executive in 2020. But in 2021, AT&T opted not to include him at all in its proxy statement, despite the fact that he was still a senior executive at the company when it was filed.

So what happened? AT&T never mentioned Kilar by name in its proxy, but reading between the lines, the picture becomes clear. Kilar’s compensation package appeared to be a source of contention between the company and some key institutional investors. And its structure was such that much of his pay was front-loaded (at least for accounting purposes), giving AT&T an excuse to leave him off the proxy this year. 

In the filing, AT&T noted that “one-time grants were made in 2020 in connection with business and leadership transitions in order to recruit and retain talent, but only after the Committee determined that such grants were necessary given the competitive market for the qualified executive talent needed and essential to transforming the company.”

Kilar is the only executive to fit that bill. The executive (who had a salary of $2.5 million and a target cash bonus of $2.5 million, per a copy of his offer letter) received a huge tranche of AT&T stock valued at $48 million, and it would vest based on time served, rather than on performance. Other AT&T executives received stock based on performance. After meeting with shareholders, the company wrote that “one-time grants should not be common practice and should only be used in rare circumstances.”

At the same time, AT&T wrote in the proxy that the company included the pay for the CEO, John Stankey, the CFO, Pascal Desroches (and their predecessors who worked for part of the year), “and the other three most highly compensated Executive Officers.”

That extra line meant that AT&T could leave out any executive earning less than $7.5 million, which was how much Lori Lee, the CEO of AT&T Latin America and the company’s global marketing officer, earned last year. With Kilar’s stock grant disclosed in last year’s proxy, his total pay in 2021 was likely around $5 million, give or take.

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