Although Discovery Communications eliminated CEO David M. Zaslav’s guaranteed bonus for 2009 (a slight governance improvement), significant concerns remain. The dual class structure, classified board, and poison pill combine with charter and bylaw provisions that make it difficult or impossible for shareholders to achieve control. Additionally, media mogul John C. Malone, beneficial owner of more than 23%, is a director and sits on the Executive Committee with Mr. Zaslay, Executive Chairman John S. Hendricks, and former senior executive Robert R. Bennett. Mr. Malone is also a director on 10 other boards, including four where he serves with Paul A. Gould, three with Mr. Bennett and three with LaVoy M. Robison. These four are directors of Liberty Interactive Group and Liberty Entertainment Group, all part of Mr. Malone’s Liberty Media holding company.
In terms of executive compensation, Mr. Zaslav’s base salary is among the top 10 highest for CEOs of S&P 500 companies that The Corporate Library has seen so far this proxy season. In September 2009, the Compensation Committee extended Mr. Zaslav’s employment term to 2014, increased his base salary from $2 million to $3 million in 2011 and increased the target bonus from $3.5 million to $4 million in 2009. This makes up for the loss of the minimum bonus mentioned above.
For more details, purchase Discovery Communications' governance profile, available in The Corporate Library's online store.
Hoang Nguyen - Ratings Manager
