Netflix Shareholders Reject 2023 Executive Compensation Packages

Netflix shareholders have taken the unusual step of voting against the streamer’s 2023 executive compensation plan for co-CEOs Ted Sarandos and Greg Peters, in addition to co-founder/executive chairman Reed Hastings, among others.

The largely symbolic vote during the June 1 annual shareholder meeting can be approved (or ignored) by Netflix’s board at its next meeting.

Sarandos and Peters could each receive $40 million and $34 million in total compensation, respectively, in the current fiscal year. Sarandos received $50 million in 2022, while Hastings earned $51 million.

The negative vote came after Meredith Stiehm, president of the Writers Guild of America West, wrote a letter to Netflix shareholders urging them to reject the proposed executive compensation packages due to the ongoing writers strike in Hollywood.

“While investors have long taken issue with Netflix’s executive pay, the compensation structure is more egregious against the backdrop of the strike,” Stiehm wrote in the letter. “If the company could afford to spend $166 million on executive compensation last year, it can afford to pay the estimated $68 million per year that writers are asking for in contract improvements and put an end to the disruptive strike.”

In reality, while the executive pay amounts seem extreme, the vast majority of the compensation is in the form of stock options, which are controlled by the market, not Netflix. In 2022, Netflix actually paid Hastings less $2 million of his total compensation. The streamer was on the hook for 40% of Sarandos’ compensation.

Regardless, Netflix has become a focal point in the labor unrest as it is one of the largest producers of original content, including movies and TV shows. The streamer reportedly enacted new industry practices that included shorter episodic seasons, smaller writers groups and disrupting legacy compensation agreements that some critics argue has turned screenwriting into gig work.

Netflix has spent around $17 billion on original content globally for the past couple of years. On the company’s most-recent fiscal call, co-CEO Ted Sarandos acknowledged the value writers bring to the table.

“We respect the writers and we respect the WGA, and we couldn’t be here without them,” Sarandos said on the call. “We don’t want a strike.”

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Departing GameStop Executives Eyeing Lottery-Winning Paydays

July 31 can’t come soon enough for several GameStop executives, including CEO George Sherman, who are slated to exit the video game retailer at that time in a management reorganization driven by incoming chairman of the board Ryan Cohen, co-founder/CEO of online pet supply service Chewy.com.

Sherman, CFO James Bell, chief customer officer Frank Hamlin, and chief merchandising officer Chris Homeister all have provisions in their contracts that call for expedited vesting of stock options, Wall Street-based restricted shares that can drive executive compensation into the stratosphere — with no tax liability for the company.

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For example, Netflix co-founder/co-CEO Reed Hastings exercised more than 1.33 million stock options in 2020 worth more than $612 million — taxes on which Hastings, not Netflix, is responsible for.

For Sherman & Co., the payday won’t be as large, but still significant considering they are being forced out at a time when GameStop shares are trading at atypical highs due in part to a third-party turf war between individual investors and established hedge funds.

Sherman, who through the middle of the month was the largest individual shareholder, inexplicably agreed to give up $47 million in stock options and $5 million in cash as part of a severance agreement that will enable him to exercise 1.1 million in stock options worth $169 million at market close on April 23.

Bell and Homeister each have restricted shares worth $43.6 million, while Hamlin’s stock options are worth $33.5 million on paper. All three executives reportedly could receive even more as a result of performance-based clauses in their employment contracts — performance that had little to do with their management, and much more to do with market manipulation and Wall Street politics.

GameStop shares traded at $19 per share at the end of 2020. But when Cohen — reportedly a darling among individual investors — began buying shares, online trading forums on Reddit caused a crowdsourcing of sorts among followers that saw the retailer’s shares reach of peak of $483 per share in late January. In the process, some hedge funds nearly went bankrupt betting the stock would decline, or short.

“In fairness, George may have asked for this,” said Wedbush Securities media analyst Michael Pachter. “He lost all of his hand-picked executive lieutenants [with Cohen’s arrival].”

Regardless, GameStop shares opened April 26 down at $149 per share. Bank of America values the stock at $10 per share. For Sherman & Co., the next 90+ days could be maddening.

Ex-CEO Joe Ianniello Exited CBS With $125 Million Golden Parachute

Who said losing your job has to hurt financially? Joseph Ianniello, the acting CEO of CBS in 2019, was paid $125.4 million in total compensation on Dec. 4, 2019, after being shown the door following the Viacom re-merger, according to a regulatory filing.

To put Ianniello’s golden parachute into perspective, it is more than the $100 million Netflix and WarnerMedia Entertainment each set aside for employees and production personnel fiscally affected by the industry shutdown due to the coronavirus pandemic.

Joe Ianniello

It’s also just $25 million less than the $150 million fund Comcast established for employees and related personnel financially impacted by the virus.

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Viacom CEO Bob Bakish, who also assumed Ianniello’s title following the re-merger, earned $8.4 million in total compensation, which included a $230,769 base salary, $5 million in stock options and $3.1 million bonus. He is set to earn $31 million in the current fiscal year.

ViacomCBS CFO Christina Spade was paid $9.4 million, which included $2 million base salary, $4.9 million in stock options and a $2.5 million bonus.

Ianniello, who was CFO of CBS prior to becoming interim CEO following the ouster of Les Moonves for inappropriate workplace behavior, was paid 2.85 million in base salary, $37.4 million in stock options and another $84.7 million in “other compensation” largely due to severance.

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Ex-CBS General Counsel Laura Franco was paid $5.7 in compensation, while in pay, former CBS Chief Legal Officer Lawrence Tu earned $7.2 million.

Disney Executives Forgo Salary, Perks During Pandemic

While some media companies have set aside tens of millions of dollars for displaced workers and production personnel, The Walt Disney Co. is cutting salaries and perks to senior executives as its business units get hammered from all directions due to the coronavirus pandemic.

With nearly all business segments either idled or severely curtailed due to shutdowns and consumer quarantines in major markets, Disney will subject its senior executives to significant payroll cuts and related perks, effective April 5.

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According to a regulatory filing, former CEO Bob Iger, who earlier this year transitioned to executive chairman, will forgo his entire $3 million salary, in addition to the use of a company car. Disney will still pay Iger his health care benefits.

Iger’s successor, Bob Chapek, will have his $2.5 million salary cut in half. In addition, general counsel Alan Braverman, CFO Christine McCarthy, human resources chief Jayne Parker, and head of corporate communications Zenia Mucha will see 30% cuts to their base salaries.

Disney said that except for the amount of compensation for paid time off, the salary reductions are not intended to reduce any company employee benefit provided to executives that is determined by reference to the base salary payable, except as may be required at law.

Chapek is still eligible for a bonus of “not less than 300% of the annual base salary,” according to a SEC filing. He is also in line for “a long-term incentive award having a target value of not less than $15 million” for each fiscal year of the agreement through Feb. 28, 2023.

The cuts come as Wall Street downgrades Disney’s fiscal estimates going forward. Credit Suisse analyst Doug Mitchelson, in a note, said his two-week old forecasts for Disney are moot.

“There remains virtually no visibility as to when sports and Hollywood content production will resume and re-openings for theme parks and theaters will take place — we assume beginning of June,” Mitchelson wrote. “As for the media business, the depth of ad declines is also uncertain.”

It should be noted that base salaries are what constitutes the majority of Disney’s payroll taxes and related employee costs. The bulk of senior executive compensation revolves around stock options, which are based on, and compensated by, the stock market.

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Indeed, Iger received total compensation in excess of $66 million in 2018 and $47.5 million in 2019 — the bulk of it stock options and bonuses, including a combined $18.5 million if he remained employed with the company past July 2, 2019, and closing of the Fox studio acquisition.

The Disney board  later rescinded the Fox bonus (after fiscal contributions plummeted) and Iger voluntarily forfeited the employment deadline perk.

Netflix Ups Executive Compensation Despite Shareholder Disapproval

Facing a swarm of new SVOD competition apparently requires hikes in executive compensation at Netflix. The SVOD behemoth Dec. 23 disclosed a lucrative 2020 senior executive compensation plan that shareholders largely voted against earlier this year.

In June, 158.66 million shareholders voted against the plan while 158.46 million voted for it. While the margin was only 190,862 votes against, Netflix said the vote was non-binding.

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As a result, co-founder/CEO Reed Hastings will see his base salary (what Netflix pays taxes on) decrease to $650,000 (from $700,000) while stock-based compensation increases to $34 million from $30.8 million. CCO Ted Sarandos, who reportedly once managed a small chain of video stores in Arizona in the 1980s, gets a $2 million salary increase to $20 million and $14.6 million in stock options (from $13.5 million).

First-year CFO Spencer Neumann will receive $6 million salary and $5.5 million in stock options, while chief product officer Greg Peters receives a salary boost to $12.9 million (from $10 million) and stock options of $6.9 million — up from $3.85 million.

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Netflix shares are down slightly at $332.07 per share. The company, which spent $15 billion on content in 2019 remains profitable on paper, despite generating $3 billion in negative free cash flows.

Pension Fund Sues Netflix Over Executive Bonuses

A Netflix shareholder has filed a lawsuit against the streaming video behemoth’s board of directors alleging performance bonuses paid to senior executives were rigged in favor of the company getting lower tax burdens.

The suit, filed by the City of Birmingham Relief and Retirement System in U.S. District Court in San Francisco, alleges performance-based bonuses totaling more than $18 million were awarded by the board to executives CEO Reed Hastings, CCO Ted Sarandos, CFO David Wells, Chief Product Officer Greg Peters and General Counsel David Hyman, among others, for easily-obtainable goals thereby enabling Netflix to reward senior management while also lowering its tax burden.

The plaintiff argues the monies should have been returned to shareholders.

“Through their conduct, defendants rigged the compensation process, guaranteeing Netflix officers huge cash payments while misleading investors into believing that these payments were justified by attainment of real performance goals,” read the complaint.

Netflix scrapped its executive bonus plan at the end of 2017 following the GOP-led tax overhaul. It now pays straight salary to executives as bonuses are no longer deductible under the new corporate tax structure.

Notably, while the suit bemoans “exorbitant, $1+ million per year compensation,” it makes no mention of stock options, which represent of the bulk of Netflix executives’ fiscal largess.

Hastings is slated to receive $28.7 million in stock options in 2018, which Netflix pays no taxes on. Indeed, only Hastings’ $700,000 base salary this year will affect Netflix’s taxes.