DEF 14A 1 d560962ddef14a.htm DEF 14A DEF 14A
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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A INFORMATION

Proxy Statement Pursuant to Section 14(a) of the

Securities Exchange Act of 1934

(Amendment No.     )

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Check the appropriate box:

 

Preliminary Proxy Statement

 

Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

 

Definitive Proxy Statement

 

Definitive Additional Materials

 

Soliciting Material under §240.14a-12

Discovery, Inc.

(Name of registrant as specified in its charter)

(Name of person(s) filing proxy statement, if other than the registrant)

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LOGO

March 28, 2018

Dear Stockholders,

You are cordially invited to attend our annual meeting of stockholders at 10:00 a.m. on Thursday, May 10, 2018 in the Henry Room at the Lotte Palace Hotel at 455 Madison Avenue, New York, New York 10022.

If you hold shares of Series A or Series B common stock or Series A-1 convertible preferred stock, you will be asked to vote on a number of important matters, which are listed in the Notice of Annual Meeting of Stockholders (the “Notice”). The Board of Directors recommends a vote FOR proposals 1, 2, and 3 and AGAINST proposal 4 in this Notice.

Your vote is very important, regardless of the number of shares you own. Whether or not you plan to attend the Annual Meeting, please vote as soon as possible to make sure that your shares are represented.

Thank you for your continued support and interest in our company, and I look forward to seeing you at the Annual Meeting.

Sincerely,

 

LOGO

Robert J. Miron

Chairman of the Board

Discovery, Inc.


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LOGO

DISCOVERY, INC.

a Delaware company

One Discovery Place

Silver Spring, Maryland 20910

(240) 662-2000

NOTICE OF ANNUAL MEETING OF STOCKHOLDERS

To Discovery Stockholders:

You are cordially invited to attend, and notice is hereby given of, the 2018 Annual Meeting of Stockholders of Discovery, Inc. to be held in the Henry Room at the Lotte Palace Hotel at 455 Madison Avenue, New York, New York 10022 on Thursday, May 10, 2018 at 10:00 a.m., local time, for the following purposes:

1. To elect six directors, three Class I directors to be voted on by the holders of our Series A common stock and Series B common stock, voting together as a single class, and three preferred stock directors to be voted on by the holders of our Series A-1 convertible preferred stock, voting separately as a class.

2. To ratify the appointment of PricewaterhouseCoopers LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2018.

3. To approve certain amendments to the Discovery Communications, Inc. 2013 Incentive Plan adopted by our Board of Directors on February 22, 2018, subject to approval by our stockholders.

4. To vote on a stockholder proposal requesting the Board of Directors to adopt a policy that the initial list of candidates from which new management-supported director nominees are chosen shall include qualified women and minority candidates.

The stockholders will also act on any other business that may properly come before the Annual Meeting or adjournments thereof.

The close of business on March 16, 2018 was the record date for determining the holders of shares of our Series A and Series B common stock and Series A-1 convertible preferred stock entitled to notice of and to vote at the Annual Meeting and any adjournment thereof. For a period of at least ten days prior to the Annual Meeting, a complete list of stockholders entitled to vote at the Annual Meeting will be open to the examination of any stockholder during ordinary business hours at our corporate headquarters located at One Discovery Place, Silver Spring, Maryland.

By Order of the Board of Directors,

 

LOGO

Stephanie D. Marks

Corporate Secretary

March 28, 2018


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TABLE OF CONTENTS

 

Section

   Page  

Questions and Answers

     1  

Corporate Governance

     6  

Corporate Governance Guidelines

     6  

Director Independence

     6  

Board Leadership Structure

     7  

Code of Ethics

     7  

Committees of the Board of Directors

     7  

Board Role in Risk Oversight

     11  

Board Meetings

     11  

Director Attendance at Board and Annual Meetings

     11  

Director Nomination Process

     11  

Stockholder Communication with Directors

     12  

Board Compensation

     13  

Proposal 1: Election of Directors

     16  

Proposal 2: Ratification of Appointment of Independent Registered Public Accounting Firm

     22  

Description of Fees

     22  

Policy on Audit Committee Pre-Approval of Audit and Permissible Non-Audit Services of Independent Registered Public Accounting Firm

     23  

Report of the Audit Committee

     24  

Proposal 3: Approval of Discovery Communications, Inc. 2013 Incentive Plan, as Amended

     25  

Report of the Compensation Committee

     36  

Compensation Discussion and Analysis

     37  

Executive Compensation

     65  

Risk Considerations in our Compensation Programs

     96  

Prohibition on Derivative Trading

     96  

Certain Relationships and Related Person Transactions

     96  

Policy Governing Related Person Transactions

     97  

Proposal 4: Stockholder Proposal on Board Diversity

     99  

Securities Authorized for Issuance Under Equity Compensation Plans

     101  

Security Ownership Information of Certain Beneficial Owners and Management of Discovery

     103  

Security Ownership of Certain Beneficial Owners of Discovery

     103  

Security Ownership of Discovery Management

     105  

Section 16(a) Beneficial Ownership Reporting Compliance

     108  

Availability of Annual Report

     108  

Stockholder Proposals

     108  

Householding

     109  

Solicitation by the Board; Expenses of Solicitation

     110  

Appendix A: Discovery Communications, Inc. 2013 Incentive Plan, as Amended

     A-1  

Appendix B: Use of Non-GAAP Financial Measures

     B-1  


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LOGO

2018 PROXY STATEMENT

QUESTIONS AND ANSWERS ABOUT

THE 2018 ANNUAL MEETING OF STOCKHOLDERS

Q:     Who is soliciting my vote?

A:     The Discovery, Inc. Board of Directors is soliciting your vote on proposals being submitted for consideration at our Annual Meeting of Stockholders to be held on May 10, 2018 (the “Annual Meeting”).

Q:     What is the Notice of Internet Availability of Proxy Materials?

A:     In accordance with the SEC’s proxy delivery rules, we intend to commence distribution on or about March 28, 2018 of a notice (the “Notice of Internet Availability of Proxy Materials”) indicating that this Notice of 2018 Annual Meeting of Stockholders and Proxy Statement, our Annual Report to Stockholders and our Annual Report on Form 10-K will be made available at www.proxyvote.com. This website will also provide holders of our Series A and Series B common stock and Series A-1 convertible preferred stock (“Series A-1 preferred stock”) with instructions on how to vote their shares. The Notice of Internet Availability of Proxy Materials also indicates how to request printed copies of these materials, including, for holders of Series A and Series B common stock and Series A-1 preferred stock, the proxy card or voting instruction card.

Q:     What matters will be voted on at the Annual Meeting?

A:     The principal business of the meeting will be the following matters:

 

   

the election of three Class I directors by the holders of our Series A common stock and Series B common stock, voting together as a single class, and the election of three preferred stock directors by the holders of our Series A-1 preferred stock, voting separately as a class;

 

   

the ratification of the appointment of PricewaterhouseCoopers LLP (“PwC”) to serve as our independent registered public accounting firm for the fiscal year ending December 31, 2018;

 

   

the approval of certain amendments to the Discovery Communications, Inc. 2013 Incentive Plan (“2013 Incentive Plan”) adopted by our Board of Directors on February 22, 2018, subject to approval by our stockholders; and

 

   

the consideration of a stockholder proposal requesting the Board of Directors to adopt a policy that the initial list of candidates from which new management-supported director nominees are chosen shall include qualified women and minority candidates.

We will also transact such other business as may properly be presented at the Annual Meeting or at any postponements or adjournments thereof. However, we are not aware of any other matters to be acted upon at the Annual Meeting.

Q:     Who is entitled to vote at the Annual Meeting?

A:     The close of business on March 16, 2018 was the record date for determining the holders of our Series A and Series B common stock and Series A-1 preferred stock entitled to notice of, and to vote at, the Annual Meeting and any adjournment thereof. The Notice of Internet Availability of Proxy Materials received by the

 

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holders of our Series A and Series B common stock and Series A-1 preferred stock will explain how they may vote their shares. Holders of our non-voting Series C common stock and Series C-1 convertible preferred stock (“Series C-1 preferred stock”) may access and receive this proxy statement and related materials but are not entitled to vote at the Annual Meeting or any adjournment thereof.

Q:     How many shares can vote at the Annual Meeting and how many votes does each share have?

A:     As of March 16, 2018, we had outstanding 156,020,584 shares of Series A common stock, with each of those shares being entitled to one vote, 6,512,379 shares of Series B common stock, with each of those shares being entitled to ten votes, and 358,026,724 shares of Series C common stock, which are not entitled to vote. We also had outstanding 7,852,582 and four-ninths (4/9ths) shares of Series A-1 preferred stock, with each of those shares being entitled to nine votes, which is equal to the number of votes such holder would have been entitled to cast had it converted its shares of Series A-1 preferred stock into shares of Series A common stock for each share of such stock held on the record date on other matters to be voted on at the Annual Meeting, other than the election of the preferred stock directors, and 6,017,473.5 shares of Series C-1 preferred stock, which are not entitled to vote.

Q:     How many shares must be present or represented at the Annual Meeting to conduct business at the meeting?

A:     With respect to Proposal 1, the presence, in person or by properly executed proxy, of the holders of a majority of the total voting power of the outstanding shares of (a) the Series A common stock and Series B common stock, voting together as a single class, entitled to a separate vote on the election of three Class I directors at the Annual Meeting will constitute a quorum for purposes of this class vote and (b) the Series A-1 preferred stock entitled to a separate class vote on three preferred stock directors at the Annual Meeting will constitute a quorum for purposes of this class vote. The presence, in person or by properly executed proxy, of the holders of a majority in voting power of the Series A common stock, Series B common stock and Series A-1 preferred stock, with the preferred stock considered on an as-converted to common stock basis, voting together as a single class, will constitute a quorum for the combined class votes on Proposals 2 through 4.

If a quorum is not present, the meeting will be adjourned until a quorum is obtained. Abstentions and broker non-votes (where a broker or nominee does not exercise discretionary authority to vote on a proposal) will be treated as present for purposes of determining the presence of a quorum.

Q:     What vote is required to elect directors?

A:     With respect to Proposal 1, three directors are to be elected by the holders of our Series A common stock and Series B common stock, voting together as a single class, and three directors are to be elected by the holders of our Series A-1 preferred stock, voting separately as a class. The Class I directors will be elected if they receive a plurality of the combined voting power of the outstanding shares of Series A common stock and Series B common stock present in person or by proxy and entitled to vote on the election of directors, voting together as single class. The Series A-1 preferred stock directors will be elected if they receive the written consent or the affirmative vote of the holders of a majority of the outstanding shares of the Series A-1 preferred stock.

 

   

If you submit a proxy card on which you indicated that you withhold your vote, it will have no effect on the election of directors; and

 

   

Broker non-votes are not considered shares entitled to vote and therefore will have no effect on the election of directors.

 

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Q:     What vote is required to ratify the appointment of the independent registered public accounting firm?

A:     The affirmative vote of a majority of the combined voting power of the outstanding Series A common stock, Series B common stock and Series A-1 preferred stock, voting as a single class, present in person or by proxy and entitled to vote, is required to ratify Proposal 2.

 

   

If you submit a proxy card on which you indicate that you abstain from voting, your abstention will have the same effect as a vote “AGAINST” this proposal; and

 

   

If you are a street name stockholder and do not vote your shares, your bank, broker or other holder of record can vote your shares at its discretion on this item.

Q:     What vote is required to approve the 2013 Incentive Plan, as amended?

A:     The affirmative vote of a majority of the combined outstanding Series A common stock, Series B common stock and Series A-1 preferred stock, voting as a single class, present in person or by proxy and entitled to vote, is required to approve Proposal 3.

 

   

If you submit a proxy card on which you indicate that you abstain from voting, your abstention will have the same effect as a vote “AGAINST” this proposal; and

 

   

Broker non-votes are not considered shares entitled to vote and therefore will have no effect on the outcome of this proposal.

Q:     What vote is required to approve the stockholder proposal?

A:     If properly presented at the Annual Meeting, the affirmative vote of a majority of the combined voting power of the outstanding Series A common stock, Series B common stock and Series A-1 preferred stock, voting as a single class, present in person or by proxy and entitled to vote, is required to approve Proposal 4.

 

   

If you submit a proxy card on which you indicate that you abstain from voting, your abstention will have the same effect as a vote “AGAINST” this proposal; and

 

   

Broker non-votes are not considered shares entitled to vote and therefore will have no effect on the outcome of this proposal.

Q:     How can I vote my shares at the Annual Meeting?

A:     If you are a holder of Series A or Series B common stock or Series A-1 preferred stock as of the record date, telephone and Internet voting is available 24 hours a day through 11:59 p.m. (Eastern Time) on May 9, 2018. If you are located in the United States or Canada and are a stockholder of record as of the record date, you can vote your shares by calling toll-free 1-800-690-6903. Whether you are a stockholder of record or a beneficial owner, you can also vote your shares on the Internet at www.proxyvote.com.

Both the telephone and Internet voting systems have easy-to-follow instructions on how you may vote your shares and allow you to confirm that the system has properly recorded your vote. If you are voting your shares by telephone or Internet, you should have on hand when you call or access the website, as applicable, the Notice of Internet Availability of Proxy Materials, the proxy card or voting instruction card (for those holders who have received, by request, a hard copy of the proxy card or voting instruction card). If you vote by telephone or Internet, you do not need to return your proxy card to us.

If you have received, by request, a hard copy of the proxy card or voting instruction card and wish to submit your proxy by mail, you must complete, sign and date the proxy card or voting instruction card and return it in the envelope provided so that it is received prior to the Annual Meeting.

 

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Properly completed proxies will be voted as you direct. Properly executed proxies that do not contain voting instructions will be voted “FOR” Proposals 1, 2, and 3 and “AGAINST” Proposal 4.

While we encourage holders of Series A and Series B common stock and Series A-1 preferred stock to vote by proxy, you also have the option of voting your shares of Series A and Series B common stock and Series A-1 preferred stock in person at the Annual Meeting. If your shares of Series A or Series B common stock or Series A-1 preferred stock are registered directly in your name with our transfer agent, you are considered the stockholder of record with respect to such shares of stock and you have the right to attend the Annual Meeting and vote in person, subject to compliance with the procedures described below. If your shares of Series A or Series B common stock or Series A-1 preferred stock are held in a brokerage account or by a bank or other nominee, you are the beneficial owner of such shares. As such, in order to vote in person, you must obtain and present at the time of admission a properly executed proxy from the stockholder of record (i.e., your broker, bank or other nominee) giving you the right to vote the shares of Series A or Series B common stock or Series A-1 preferred stock.

Q:     If my Discovery shares are held in “street name” by a broker, bank or other nominee, will the broker, bank or other nominee vote my shares on each of the annual business proposals?

A:     If you hold your shares in street name and do not give instructions to your broker, bank or other nominee, the broker, bank or other nominee will be able to vote your shares with respect to “discretionary items” but will not be able to vote your shares with respect to “non-discretionary items,” in which case your shares will be treated as “broker non-votes.” “Broker non-votes” are shares that are held in street name by a bank, broker or other nominee that indicates on its proxy that it does not have discretionary authority to vote on a particular matter. The auditor ratification proposal is a “discretionary item,” whereas the election of directors proposal, the 2013 Incentive Plan, as amended proposal and the stockholder proposal are “non-discretionary items.” Accordingly, if you hold your shares in street name and do not provide voting instructions to your broker, bank or other nominee, your shares may, in the discretion of the broker, bank or other nominee, be voted only on the ratification proposal. If you hold your shares in street name and do not provide voting instructions to your broker, bank or other nominee, your shares will NOT be voted to elect directors and to approve amendments to the 2013 Incentive Plan or the stockholder proposal.

Q:     May I change or revoke my vote after returning a proxy card or voting by telephone or over the Internet?

A:     Yes. Before your proxy is voted at the Annual Meeting, you may change or revoke your vote on the proposals by telephone or over the Internet (if you originally voted by telephone or over the Internet), by voting in person at the Annual Meeting or by delivering a signed proxy revocation or a new signed proxy with a later date to: Discovery, Inc., c/o Broadridge, 51 Mercedes Way, Edgewood, NY 11717.

Any signed proxy revocation or new signed proxy must be received before the start of the Annual Meeting. Your attendance at the Annual Meeting will not, by itself, revoke your proxy.

If your shares are held in an account by a broker, bank or other nominee whom you previously contacted with voting instructions, you should contact your broker, bank or other nominee to change your vote.

Q:     How do I obtain admission to the Annual Meeting?

A:     Stockholders of record as of the record date will be admitted to the Annual Meeting with photo identification and proof of stock ownership, such as the Notice of Internet Availability of Proxy Materials. If you hold Discovery stock in street name, you must bring a copy of an account statement reflecting your stock ownership as of the record date. If you plan to attend as the proxy of a stockholder, you must present valid proof of proxy. Cameras, recording devices and other electronic devices are not permitted at the Annual Meeting.

 

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Q:     Who will bear the cost of soliciting votes for the Annual Meeting?

A:     We will pay the cost of solicitation of proxies, including the preparation, website posting, printing and delivery of the Notice of Internet Availability of Proxy Materials, proxy statement and related materials. We will furnish copies of these materials to banks, brokers, fiduciaries, custodians and other nominees that hold shares on behalf of beneficial owners so that they may forward the materials to beneficial owners.

 

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CORPORATE GOVERNANCE

The corporate governance practices of Discovery, Inc. (“us,” “we,” the “Company” or “Discovery”) are established and monitored by our Board of Directors (the “Board”). The Board regularly assesses Discovery’s governance policies in light of legal requirements and governance best practices.

Corporate Governance Guidelines

Discovery’s corporate governance practices are embodied in a formal document that has been approved by our Board of Directors. These corporate governance guidelines (the “Guidelines”) are posted on our website at http://corporate.discovery.com. These Guidelines, which provide a framework for the conduct of the Board’s business, provide that:

 

   

the Board’s responsibility is to oversee the management of Discovery and to help ensure that the interests of the stockholders are served;

 

   

a majority of the members of the Board shall be independent directors;

 

   

the independent directors meet at least twice a year in executive session;

 

   

directors have unimpeded access to senior management and, as necessary and appropriate, independent advisors;

 

   

all directors are encouraged to participate in continuing director education on an ongoing basis; and

 

   

the Board and its committees will conduct self-evaluations to determine whether they are functioning effectively.

The Board periodically reviews the Guidelines and most recently updated them in March 2012. Printed copies of our Guidelines are available to any stockholder upon request to the Corporate Secretary, at the address specified below under “—Stockholder Communication with Directors.”

Director Independence

It is our policy that a majority of the members of our Board be independent. For a director to be deemed independent, a director must be independent as determined under Rule 5605(a)(2) of the Nasdaq Marketplace Rules and, in the Board’s judgment, the director must not have a relationship with Discovery that would interfere with the exercise of independent judgment in carrying out the responsibilities of a director.

Nasdaq Marketplace Rules require that, subject to specified exceptions, (i) each member of a listed company’s audit, compensation and nominating and governance committees be independent, (ii) audit committee members also satisfy independence criteria set forth in Rule 10A-3 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”) and (iii) compensation committee members also satisfy independence criteria set forth in Rule 5605(d)(2)(A) of the Nasdaq Marketplace Rules. The Board considered the relationships and affiliations, as set forth in their biographies below, to determine the directors’ independence. In addition, the Board further considered the directors’ relationships and positions with our large distributors, including Charter Communications, Inc. (“Charter”). The Board has determined that these relationships do not interfere with the directors’ independence. Discovery’s Board has determined that S. Decker Anstrom, Robert R. Beck, Robert R. Bennett, Paul A. Gould, John C. Malone, Robert J. Miron, Steven A. Miron, Daniel E. Sanchez, Susan M. Swain and J. David Wargo are independent directors. On March 6, 2018, following the completion of the acquisition with Scripps Networks Interactive, Inc. (“Scripps”), Kenneth W. Lowe joined our Board as a Class II director with a term that will expire at our 2019 annual meeting.

In order to be considered to be independent for purposes of Rule 10A-3, a member of an audit committee of a listed company may not, other than in his or her capacity as a member of the audit committee, the Board, or any other board committee: (1) accept any consulting, advisory, or other compensatory fee from the listed company,

 

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other than for board service; or (2) be an affiliated person of the listed company. Discovery’s Board has determined that S. Decker Anstrom, Paul A. Gould, Susan M. Swain and J. David Wargo are independent for purposes of Rule 10A-3.

In order to be considered to be independent for purposes of Rule 5605(d)(2)(A), a member of a compensation committee of a listed company may not, other than in his or her capacity as a member of the compensation committee, the Board or any other board committee: (1) accept any consulting, advisory, or other compensatory fee from the listed company, other than for board service; or (2) be an affiliated person of the listed company. Discovery’s Board has determined that Robert R. Beck, Paul A. Gould and Robert J. Miron are independent for purposes of Rule 5605(d)(2)(A).

Board Leadership Structure

Discovery historically has separated the roles of Chief Executive Officer (“CEO”) and Chairman of the Board in recognition of the differences between the two roles. The CEO is responsible for setting Discovery’s strategic direction, providing leadership and driving the performance of the Company, while the Chairman of the Board provides guidance to the CEO, sets the agenda for Board meetings and presides over meetings of the full Board. In light of the industry experience and management expertise of Robert J. Miron, our Chairman, and the dynamic leadership of David M. Zaslav, our CEO, the Board feels that this structure continues to be appropriate for Discovery.

Code of Ethics

We have a Code of Ethics (the “Code”) that is applicable to all of our directors, officers and employees. The Board approved the original Code in September 2008 and adopted a revised Code on April 25, 2012. The Code is available, and any amendments or waivers that would be required to be disclosed are posted, on our website at http://corporate.discovery.com. Printed copies of the Code are also available without charge upon request to the Corporate Secretary at the address specified below, under “—Stockholder Communication with Directors.”

Committees of the Board of Directors

Audit Committee

The Board has established an Audit Committee, whose members are Messrs. Gould (Chair), Anstrom and Wargo and Ms. Swain. The Board has determined that Paul A. Gould is an “Audit Committee Financial Expert” as defined under SEC rules. Pursuant to the Audit Committee Charter, the Audit Committee reviews and monitors the corporate accounting and financial reporting and the internal and external audits of Discovery. The committee’s functions include, among other things:

 

   

appointing or replacing our independent registered public accounting firm. The Audit Committee annually evaluates the performance of the Company’s independent registered accounting firm, including the senior engagement team, and determines whether to reengage the current accounting firm or consider other audit firms. The Audit Committee is involved in the selection of the lead engagement partner whenever a rotational change is required, normally every five years, or for any other reason. PwC has served as our independent auditors since September 17, 2008.

Factors considered by the Audit Committee in determining whether to retain the firm include:

 

   

The audit firm’s capabilities to handle the breadth and complexity of the Company’s global operations;

 

   

The audit firm’s technical expertise and knowledge of the Company’s industry and global operations;

 

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The quality and candor of the audit firm’s communications with the Audit Committee and management;

 

   

The audit firm’s independence;

 

   

The quality and efficiency of the services provided by the audit firm, including input from management on the audit firm’s performance, how effectively the audit firm demonstrated its independent judgment, objectivity and professional skepticism, and external data on the audit quality and performance including the PCAOB reports on the audit firm and its peers;

 

   

The appropriateness of the audit firm’s fees; and

 

   

The audit firm’s tenure as our independent auditor, including the benefits of the tenure, and the controls and processes in place (such as rotation of key partners) that help ensure the audit firm’s independence in the face of such tenure.

 

   

reviewing and approving in advance the scope of, and fees for, our annual audit and reviewing the results of our audits with our independent registered public accounting firm (see “Proposal 2: Ratification of Appointment of Independent Registered Public Accounting Firm” for further information);

 

   

reviewing and approving in advance the scope of, and the fees for, non-audit services of our independent registered public accounting firm (see “Proposal 2: Ratification of Appointment of Independent Registered Public Accounting Firm” for further information);

 

   

reviewing our audited financial statements with our management and independent registered public accounting firm and making recommendations regarding inclusion of such audited financial statements in certain of our public filings;

 

   

overseeing the performance of services by our independent registered public accounting firm, including holding quarterly meetings to review the quarterly written communications of our independent registered public accounting firm; discussing with our independent registered public accounting firm issues regarding the ability of our independent registered public accounting firm to perform such services; obtaining, annually, a written report from our independent registered public accounting firm addressing internal controls; reviewing with our independent registered public accounting firm any audit-related problems or difficulties and the response of our management; and addressing other general oversight issues;

 

   

reviewing compliance with, and the adequacy of, our existing major accounting and financial reporting policies;

 

   

overseeing the implementation and maintenance of an internal audit function; periodically reviewing the results and findings of the internal audit function; and coordinating with management to ensure that the issues associated with such results and findings are addressed;

 

   

establishing procedures for the receipt, retention and treatment of complaints received by the Company regarding accounting, internal accounting controls or audit matters, and the confidential, anonymous submission by employees of concerns;

 

   

reviewing and discussing any reports concerning material violations submitted by Company attorneys or outside counsel;

 

   

reviewing and overseeing compliance with, and establishing procedures for, the treatment of alleged violations of the Code; and

 

   

preparing the Audit Committee report required by SEC rules, which is included on page 24 of this proxy statement.

The Board has adopted a written charter for the Audit Committee, which is available on our website at http://corporate.discovery.com.

 

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Compensation Committee

The Board has established a Compensation Committee, whose members are Messrs. R. Miron (Chair), Beck and Gould. The committee’s functions include, among other things:

 

   

reviewing and approving corporate goals and objectives relevant to our CEO’s compensation;

 

   

evaluating our CEO;

 

   

determining our CEO’s compensation;

 

   

reviewing and approving the compensation of our other executive officers and certain other executives;

 

   

reviewing and making recommendations on stock compensation arrangements for all employees;

 

   

reviewing and making recommendations to the Board for compensation of non-employee directors for their service on the Board and its committees;

 

   

overseeing the structure of employee benefit programs and other compensation programs;

 

   

reviewing and discussing annually with management our “Compensation Discussion and Analysis,” which is included beginning on page 37 of this proxy statement; and

 

   

preparing the Compensation Committee report required by SEC rules, which is included on page 36 of this proxy statement.

The Compensation Committee reviews all forms of compensation provided to our executive officers and has approved the same.

The Board has adopted a written charter for the Compensation Committee, which is available on Discovery’s website at http://corporate.discovery.com.

The processes and procedures followed by our Compensation Committee in considering and determining executive compensation, including the use of consultants and other outside advisors, are described below in “Compensation Discussion and Analysis.”

Compensation Committee Interlocks and Insider Participation

No member of Discovery’s Compensation Committee is a current or former officer or, during 2017 was an employee, of Discovery or any of its subsidiaries. None of Discovery’s executive officers serves or, during 2017, served as a director or member of the compensation committee (or other committee serving an equivalent function) of any other entity whose executive officers served as one of our directors or a member of the Compensation Committee.

Nominating and Corporate Governance Committee

The Board of Directors has established a Nominating and Corporate Governance Committee, whose members are Messrs. Wargo (Chair), Gould, and S. Miron and Ms. Swain. In considering whether to recommend any candidate for inclusion in the Board’s slate of recommended director nominees, including candidates recommended by stockholders, the Nominating and Corporate Governance Committee applies the criteria set forth in our Guidelines. These criteria include the candidate’s integrity, business acumen, experience, commitment, diligence, conflicts of interest, diversity of background and the ability to act in the interests of all stockholders. Our Guidelines specify that the backgrounds and qualifications of the directors considered as a group should provide a significant breadth of experience, knowledge and abilities that will assist the Board in fulfilling its responsibilities. The Nominating and Corporate Governance Committee does not assign specific weights to particular criteria, and no particular criterion is necessarily applicable to all prospective nominees. The

 

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Nominating and Corporate Governance Committee does not have a formal policy with respect to diversity; however, the Board and the Nominating and Corporate Governance Committee believe that it is essential that the Board members represent diverse viewpoints.

The Nominating and Corporate Governance Committee’s primary functions are:

 

   

to oversee corporate governance matters generally, including reviewing and recommending changes to our Guidelines, and the independence standards and qualifications for Board membership set forth in the Guidelines;

 

   

to oversee the annual evaluation of the performance of the Board and each of its committees;

 

   

to identify individuals qualified to be members of the Board and to recommend Board nominees;

 

   

to review and make recommendations concerning the independence of Board members;

 

   

to review and approve related person transactions;

 

   

to review the membership qualifications of Board members under the Guidelines; and

 

   

to review and make recommendations concerning membership on Board committees and on committee structure and responsibilities.

The Board has adopted a written charter for the Nominating and Corporate Governance Committee, which is available on Discovery’s website at http://corporate.discovery.com.

Finance Committee

The Board has established a Finance Committee, whose members are Messrs. Bennett (Chair), S. Miron, Sanchez and Wargo. The committee’s authority and responsibilities include, among other things:

 

   

to review or oversee significant treasury matters such as capital structure and allocation, derivative policies, global liquidity, fixed income investments, borrowings, currency exposure and hedging, dividend policy, share issuances and repurchases, and capital spending;

 

   

to evaluate all significant projects requiring capital, including share repurchases, investments and acquisitions using their internal rate of return or other metrics that the Committee determines to be appropriate;

 

   

to evaluate and revise the Company’s approval policies for investment, acquisition, joint venture and divestiture transactions;

 

   

to review the scope, direction, quality, investment levels and execution of the Company’s investment, acquisition, joint venture and divestiture transactions;

 

   

to evaluate the execution, financial results and integration of the Company’s completed investment, acquisition, joint venture and divestiture transactions;

 

   

to oversee the Company’s loans and guarantees of third-party debt and obligations;

 

   

to review the activities of Investor Relations;

 

   

to review and approve, at least annually, the Company’s decision to enter into swaps and other derivative transactions that are exempt from exchange-execution and clearing under “end-user exception” regulations established by the Commodity Futures Trading Commission, and review and discuss with management applicable Company policies governing the Company’s use of swaps subject to the end-user exception; and

 

   

to consider other finance and investment matters regarding the Company.

 

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Executive Committee

The Board has established an Executive Committee, whose members are Messrs. R. Miron (Chair), Bennett, Malone and Zaslav. The primary function of the Executive Committee is to exercise powers of the Board on matters of an urgent nature that arise between regularly scheduled Board meetings, subject to certain limitations. For example, the Executive Committee may not exercise the Board’s powers to approve matters that must be submitted to the stockholders for their approval, appoint directors or officers, amend our Certificate of Incorporation or Bylaws or approve offerings of our capital stock.

Other Committees

The Board, by resolution, may from time to time establish certain other committees of the Board, consisting of one or more of the directors of Discovery. Any committee so established will have the powers delegated to it by resolution of the Board, subject to applicable law.

Board Role in Risk Oversight

The Board has an active role, as a whole and at the committee level, in overseeing management of Discovery’s risks. The Board routinely reviews information regarding our credit, liquidity and operations, as well as the risks associated with each. The Board regularly reviews information regarding our cybersecurity risks and is frequently updated by our Chief Information Security Officer on how we are determining and mitigating those risks. The Compensation Committee is responsible for overseeing the management of risks relating to our incentive compensation plans and arrangements. The Audit Committee oversees management of financial reporting risks. The Nominating and Corporate Governance Committee manages risks associated with the independence of the Board and potential conflicts of interest. While each committee is responsible for evaluating certain risks and overseeing the management of such risks, the entire Board is regularly informed through committee reports and management presentations to the full Board about such risks.

Board Meetings

During 2017, there were twelve meetings of the Board of Directors as whole, nine meetings of the Compensation Committee, six meetings of the Audit Committee, three meetings of the Nominating and Corporate Governance Committee, nine meetings of the Finance Committee and no meetings of the Executive Committee.

Director Attendance at Board and Annual Meetings

In 2017, each director of Discovery attended at least 75% of the aggregate number of Board and committee meetings on which he or she served, except for Robert J. Miron, who attended 52% of the aggregate Board and Compensation Committee meetings. Mr. R. Miron’s attendance in 2017 was limited due to health reasons. The Board encourages all members of the Board to attend each annual meeting of the Company’s stockholders. Six of our eleven directors at the time attended the May 2017 annual meeting in person.

Director Nomination Process

Under its charter, the Nominating and Corporate Governance Committee is responsible for recommending to the Board the slate of nominees to be proposed for election by the Series A and Series B common stockholders and the slate of nominees to be proposed for election by the Series A-1 preferred stockholders at our annual meeting and for reviewing proposals for nominations from stockholders that are submitted in accordance with the procedures summarized below.

 

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The Nominating and Corporate Governance Committee has the authority to employ a variety of methods for identifying and evaluating potential Board nominees. Candidates for vacancies on the Board may come to the attention of the committee through several different means, including recommendations from Board members, senior management, professional search firms, stockholder nominations and other sources.

The Nominating and Corporate Governance Committee considers all nominations submitted by stockholders that meet the eligibility requirements outlined in our Bylaws. As required by our Bylaws, stockholder nominations of candidates for election as directors must be submitted in writing to the Corporate Secretary, Discovery, Inc., One Discovery Place, Silver Spring, Maryland 20910, no later than the close of business on the 60th day nor earlier than the 90th day prior to the anniversary of the preceding year’s annual meeting. The deadline for stockholder nominations of candidates for election as directors was March 19, 2018. We did not receive any stockholder nominations of candidates for election as directors for the Annual Meeting. For information on what must be included in the written notice to nominate a candidate for election at the next annual meeting of stockholders, see “Stockholder Proposals” below.

In considering whether to recommend any particular candidate for inclusion in the Board’s slate of director nominees, the Nominating and Corporate Governance Committee applies the criteria set forth in our Guidelines. Under these criteria, a candidate:

 

   

should have a reputation for integrity, honesty and adherence to high ethical standards;

 

   

should have demonstrated business acumen, experience and ability to exercise sound judgment in matters that relate to the current and long-term objectives of the Company and should be willing and able to contribute positively to the decision-making process of the Company;

 

   

should have a commitment to understand the Company and its industry and to regularly attend and participate in meetings of the Board and its committees;

 

   

should have an understanding of the sometimes conflicting interests of the various constituencies of the Company, which include stockholders, employees, customers, regulatory authorities, creditors and the general public, and should act in the interests of all stockholders; and

 

   

shall not have, nor appear to have, a conflict of interest that would impair the nominee’s ability to represent the interests of all the Company’s stockholders and to fulfill the responsibilities of a director.

The Guidelines also provide that directors shall be selected on the basis of talent and experience and that diversity of background, including diversity of gender, race, ethnic or geographic origin, age, and experience in business, government and education and in media, entertainment and other areas relevant to the Company’s activities are factors in the selection process.

The Nominating and Corporate Governance Committee does not assign specific weights to particular criteria and no particular criterion is a prerequisite for each prospective nominee. In selecting candidates for election to the Board, the Board also considers a director’s independence. These independence standards incorporate the independence standards set forth in the Corporate Governance Rules of the Nasdaq Stock Market. Stockholder nominees for election to the Board will be evaluated by the Nominating and Corporate Governance Committee based on the criteria specified above and using the same process as a nominee recommended by the Board or management.

Stockholder Communication with Directors

Discovery’s stockholders may send communications to the Board or to individual directors by mail addressed to the Board of Directors or to an individual director c/o Discovery, Inc., One Discovery Place, Silver Spring, Maryland 20910. Communications from stockholders will be forwarded to Discovery’s directors on a timely basis.

 

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BOARD COMPENSATION

The Compensation Committee reviews compensation for our non-employee directors and recommends any changes to such compensation to the Board for approval. The components of our non-employee director compensation are cash fees and equity awards. The Board believes that appropriate compensation levels help attract and retain superior candidates for Board service and that director compensation should be weighted toward equity-based compensation to enhance alignment with the interests of our stockholders.

We do not have any pension or retirement plans for our non-employee directors. Employee directors do not receive any compensation for their Board service.

The following table shows the cash and equity compensation levels that were in effect in 2017.

 

Board Service

  

Cash Compensation

  

Annual Retainer

   $ 100,000  

Non-Employee Board Chair Retainer

   $ 202,500  

Initial and Annual Equity Compensation

  

Restricted Stock Units

   $ 150,000  

Committee Service Annual Retainers (cash)

  

Audit Committee

   $ 20,000  

Compensation Committee

   $ 27,500  

Finance Committee

   $ 15,000  

Nominating and Corporate Governance Committee

   $ 10,000  

Special Committee

   $ 27,500  

Audit Committee Chair

   $ 33,000  

Compensation Committee Chair

   $ 42,000  

Finance Committee Chair

   $ 25,000  

Nominating and Corporate Governance Committee Chair

   $ 17,500  

Special Committee Chair

   $ 42,000  

Cash Compensation. Cash compensation for non-employee directors consists solely of the annual retainers described above. Annual retainers are paid in quarterly installments. For the purpose of calculating these retainers and fees, the annual period commences with the election of directors at the Annual Meeting. The retainer paid to non-employee directors who are elected or appointed after the most recent annual stockholders’ meeting is prorated based on the quarter in which they join the Board.

Equity Compensation. Non-employee directors receive stock-based compensation under our 2005 Non-Employee Director Incentive Plan, as it may be amended from time to time. The Board determined for 2017 that the equity awards to directors should consist solely of restricted stock units (“RSUs”) of Series A common stock. Annual equity grants are made on the date of the annual stockholders’ meeting. Equity awards for directors who are elected or appointed after the most recent annual stockholders’ meeting are prorated based on when they join the Board. The number of RSUs is calculated by dividing the dollar amount of the award by the closing price of our Series A common stock on the last business day prior to the grant date. The Board has implemented a cap of $750,000 on individual director annual equity award grant date value. RSUs will vest 100% on the one-year anniversary of the grant date assuming continued service to such date. The RSUs granted to our directors do not include the right to receive cash dividends.

Board of Directors Stock Ownership Policy. In January 2013, the Board adopted a director stock ownership policy that requires each director to hold a specified amount of our stock, calculated as a multiple of three times the then-current annual retainer for Board service, exclusive of any additional retainer with respect to committee

 

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or other service. Each director is expected to reach the stock holding target within five years from May 15, 2013, the effective date the policy was adopted or five years after joining the Board, for those directors joining after May 2013. The Board determined that any shares of our stock beneficially owned by the director, as well as unvested awards of RSUs, but not shares underlying stock options, would be counted for purposes of meeting the stock holding target. Once a director meets the target, the director is expected to maintain holdings at the target for as long as he or she remains a Board member. The Board may take any appropriate action to support the intent of the policy, including requiring a director to retain a percentage of shares pursuant to stock option exercises or vesting events in future years. As of the date of this proxy statement, all directors have reached and maintained the stock holding target or are on track to do so.

Deferred Compensation. Discovery has a deferred compensation program that allows non-employee directors to defer the settlement of their RSU grants until their departure from our Board. If a director elects to defer settlement of his or her RSU grant, they must make an irrevocable election before the end of the year prior to the year in which the grant is made, and must do so for the entire amount of the grant. For example, for the grants made in May 2017, directors made their deferral elections before the end of 2016. Directors do not receive cash dividends on deferred RSUs. Messrs. Anstrom, Beck, Gould, R. Miron and Wargo and Ms. Swain elected to defer the settlement of their RSU grants made in 2017.

Expense Reimbursement. Non-employee directors are reimbursed for out-of-pocket costs for attending each meeting of the Board or any Board committee of which they are a member, including airfare, whether by commercial aircraft or private plane.

Director Education. Under the Guidelines, Discovery encourages the participation of all directors in continuing education programs, at Discovery’s expense, that are relevant to the business and affairs of Discovery and the fulfillment of the directors’ responsibilities as members of the Board and its committees.

Charitable Contribution Matching Program. Discovery provides a charitable contribution matching program through which we match contributions made by our non-employee directors to eligible charitable organizations up to a maximum of $20,000 for each director within a given fiscal year. The program is designed to match contributions to educational, arts and cultural institutions that have been approved by the Internal Revenue Service as tax-exempt institutions to which contributions are deductible for federal income tax purposes. Certain types of contributions and institutions would not be eligible for matching, such as tuition payments, contributions made to family foundations or other charitable foundations or organizations that are affiliated with a non-employee director, or membership or alumni association dues. In order to be matched, the contribution must be tax-deductible by Discovery, Inc. Matching contributions under this program are included in the following 2017 Non-Employee Director Summary Compensation Table under the “All Other Compensation” column.

 

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The following table summarizes the 2017 compensation provided to all persons who served as non-employee directors during 2017.

2017 Non-Employee Director Summary Compensation Table

 

Name

   Fees Earned or
Paid in Cash ($)
   Stock Awards ($)(1)    All Other
Compensation ($)(2)
   Total ($)

S. D. Anstrom

       120,000        147,245        0        267,245

R. Beck

       127,500        147,245        15,000        289,745

R. Bennett

       167,000        147,245        0        314,245

P. Gould

       189,000        147,245        0        336,245

J. Malone

       100,000        147,245        0        247,245

R. Miron

       244,500        147,245        0        391,745

S. Miron

       125,000        147,245        25,000        297,245

M. L. Robison(3)

       53,625        0        0        53,625

D. Sanchez(4)

       82,500        147,245        0        229,745

S. Swain

       120,000        147,245        0        267,245

J. D. Wargo

       180,000        147,245        0        327,245

 

(1) The aggregate grant date fair value of the RSU awards made to all non-employee directors in 2017 was $1,487,450, as calculated in accordance with FASB ASC Topic 718. At December 31, 2017, the following directors held stock options and RSUs:

 

Name

   Series A Common
Stock Options
   Series C Common
Stock Options
   Series A Common
Unvested or
Deferred RSUs
   Series C Common
Unvested or
Deferred RSUs

S. D. Anstrom

       9,123        9,123        16,840        1,533

R. Beck

       14,743        14,743        21,284        5,977

R. Bennett

       14,743        14,743        5,864        0

P. Gould

       14,743        14,743        15,083        3,977

J. Malone

       14,743        14,743        7,864        2,000

R. Miron

       14,743        14,743        22,349        7,042

S. Miron

       14,743        14,743        7,864        2,000

M. L. Robison

       14,743        14,743        0        0

D. Sanchez

       0        0        5,864        0

S. Swain

       0        0        8,383        0

J. D. Wargo

       14,743        14,743        20,349        5,042

 

  On May 16, 2014, the Board approved a share dividend (the “2014 Share Dividend”) of one share of the Company’s Series C common stock on each issued and outstanding share of Series A, Series B and Series C common stock. The 2014 Share Dividend took effect on August 6, 2014 for stockholders of record on July 28, 2014. As a result, the non-employee directors’ awards were retroactively adjusted to reflect the dividend.

 

(2) The amounts for Messrs. Beck and S. Miron reflect matching charitable contributions made by Discovery on behalf of Messrs. Beck and S. Miron.

 

(3) These amounts reflect partial year compensation due to Mr. Robison’s resignation from our Board effective May 17, 2017.

 

(4) These amounts reflect partial year compensation due to Mr. Sanchez’s May 17, 2017 appointment to our Board.

 

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PROPOSAL 1: ELECTION OF DIRECTORS

Nominees for Election

Our Board of Directors consists of nine common stock directors, divided among three classes, and three preferred stock directors. Our Class I directors, who are being nominated for reelection at the Annual Meeting for a term that will expire in 2021, are Robert R. Beck, Susan M. Swain and J. David Wargo. Our Class II director, who was reelected at the 2016 annual meeting for a term that will expire in 2019, is Paul A. Gould. Daniel E. Sanchez was appointed a Class II director in May 2017 and Kenneth W. Lowe was appointed a Class II director in March 2018, both with a term that will expire in 2019. Our Class III directors, who were reelected at the 2017 annual meeting for a term that will expire in 2020, are Robert R. Bennett, John C. Malone and David M. Zaslav. At each annual meeting, the successors of that class of directors whose terms expire at that meeting are elected to hold office for a term expiring at the annual meeting of Discovery stockholders held in the third year following the year of their election. The directors of each class will hold office until their respective death, resignation or removal and until their respective successors are elected and qualified.

Our Board of Directors also includes three preferred stock directors, S. Decker Anstrom, Robert J. Miron and Steven A. Miron, whose terms will expire at the Annual Meeting. Holders of our Series A-1 preferred stock vote on the election of each of the preferred stock directors, but do not vote on the election of any common stock director. At each annual meeting of stockholders, the preferred stock directors are elected to hold office for a term expiring at the following annual meeting of stockholders. The preferred stock directors will hold office until their respective death, resignation or removal and until their respective successors are elected and qualified.

Six director nominees will be voted on at the meeting. The three Class I director nominees will be voted upon and elected by the holders of shares of our Series A common stock and Series B common stock, voting together as a class. The three preferred stock director nominees will be voted upon and elected by the holders of shares of our Series A-1 preferred stock voting separately as a class.

Unless otherwise instructed on the proxy card, the persons named as proxies will vote the shares represented by each properly executed proxy “FOR” the election as directors of the persons named in this proxy statement as nominees. Each of the nominees has consented to serve if elected. However, if any of the persons nominated by the Board of Directors fails to stand for election, or declines to accept election, proxies will be voted by the proxy holders for the election of such other person or persons as the Board of Directors may recommend.

The following tables present information, including age, term of office and business experience, for each person nominated for election as a Discovery director and for those directors whose terms of office will continue after the Annual Meeting. Each member of our Board of Directors and each director nominee possesses skills and experience which make them an important component of the Board as a whole. While consideration of the information presented below regarding each director and director nominee’s specific experience, qualifications, attributes and skills led our Board to the conclusion that he or she should serve as a director, we also believe that all of our directors and director nominees have a reputation for integrity, honesty and adherence to high ethical standards. They each have demonstrated business acumen and an ability to exercise sound judgment, as well as a commitment of service to Discovery and our Board.

The Discovery Board of Directors recommends a vote “FOR” the election of the nominated directors.

 

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Director Nominees for Election by Holders of Shares of Series A Common Stock and Series B Common Stock as Class I Directors with Terms Expiring in 2021

 

Robert R. Beck

Born July 2, 1940

  

A common stock director of Discovery since September 2008. Since 2001, Mr. Beck has served as an independent consultant, advising on complex financial and business matters. Prior to 2001, Mr. Beck served as a Managing Director of Putnam Investments.

 

Mr. Beck applies his expertise in the financial markets to the Board’s deliberations. Mr. Beck’s deep experience in corporate finance is of great value to our Board.

Susan M. Swain

Born December 23, 1954

  

A common stock director of Discovery since December 2016. In March 2012, Ms. Swain was named Co-CEO and President of C-SPAN, a multichannel national distributor (TV, radio, internet) of public affairs content. She had served as President and Co-Chief Operating Officer of C-SPAN since December 2006. Ms. Swain also serves as an officer of National Cable Satellite Corporation, as a Director of the C-SPAN Education Foundation and as a member of the Executive Committee of the National Press Foundation. Ms. Swain served as a director of The Talbots, Inc. (“The Talbots”) from 2001 until The Talbots ceased to be a public company in 2012. Ms. Swain was Chairperson of The Talbots’ Corporate Governance and Nominating Committee and was a member of its Audit Committee. She was appointed as its Lead Independent Director in May 2010.

 

Ms. Swain brings her Board and committee work experience in the areas of national media, leadership of large organizations, and multichannel operations. Ms. Swain’s expertise in building and managing a national brand and in strategic planning, with a special emphasis on the national broadband transition, adds to the breadth of experience and expertise of our Board.

J. David Wargo

Born October 1, 1953

  

A common stock director of Discovery since September 2008. Mr. Wargo served as a director of Discovery Holding Company (“DHC”) from May 2005 to September 2008 when it merged with Discovery, Inc. (formerly named Discovery Communications, Inc. (“Discovery”)), creating a new public company. Mr. Wargo has served as President of Wargo & Company, Inc., a private investment company specializing in the communications industry, since January 1993. Mr. Wargo is a director of Liberty Global plc (“Liberty Global”), Liberty TripAdvisor Holdings (“Liberty TripAdvisor”), Liberty Broadband Corporation (“Liberty Broadband”), Strayer Education, Inc. and Vobile Holdings Limited. Mr. Wargo also serves on the Audit Committees of Liberty Global, Liberty TripAdvisor, Liberty Broadband, Strayer Education, Inc. and Vobile Holdings Limited.

 

Having an extensive career in public company finance, Mr. Wargo brings to the Board significant business development and financial experience related to the business and financial issues facing large corporations. Mr. Wargo’s expertise in public company finance is the result of over 35 years as a securities analyst.

 

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Director Nominees for Election by Holders of Series A-1 Preferred Stock

 

S. Decker Anstrom

Born August 2, 1950

  

A preferred stock director of Discovery since December 2012. Mr. Anstrom served as President of Landmark Communications and Chairman of The Weather Channel from 2002 until his retirement in 2008. From 2001 to September 2011, he served as a member of the Board of Directors and also as chair of the Governance Committee of Comcast Corporation.

 

Through his experience as a cable television executive, Mr. Anstrom has developed a deep understanding of our industry. Mr. Anstrom’s expertise in the cable television industry makes him a valued presence on our Board.

Robert J. Miron

Born July 7, 1937

  

A preferred stock director of Discovery since September 2008. Mr. Miron has served as Chairman of Discovery since May 2014. Mr. Miron served as Chairman of Advance/Newhouse Communications (“Advance/Newhouse”) and Bright House Networks, LLC (“Bright House”), both communications companies, from July 2002, retiring in December 2010. From July 2002 to May 2008, Mr. Miron served as Chief Executive Officer of Advance/Newhouse and Bright House.

 

Mr. Miron has extensive knowledge of the cable television industry, as evidenced by his professional background. Our Board benefits from Mr. Miron’s long experience in management roles within our industry.

Steven A. Miron

Born April 24, 1966

  

A preferred stock director of Discovery since September 2008. Mr. Miron has served as Chief Executive Officer of Advance/Newhouse since May 2008. Mr. Miron served as Chief Executive Officer of Bright House from May 2008 to May 2016, when it was acquired by Charter Communications, Inc. (“Charter”). He also served as President of Advance/Newhouse and Bright House from July 2002 to May 2008. Mr. Miron currently serves on the Board of Directors of Charter.

 

Through his experience as a cable television executive, Mr. Miron has developed a deep understanding of our industry. Mr. Miron’s expertise in the cable television industry makes him a valued presence on our Board.

Common Stock Directors:

Class II Directors with Terms Expiring in 2019

 

Paul A. Gould

Born September 27, 1945

   A common stock director of Discovery since September 2008. Mr. Gould served as a director of DHC from May 2005 to September 2008, when it merged with Discovery. Mr. Gould has served at Allen & Company Incorporated, an investment banking services company, since 1972, including as a Managing Director and Executive Vice President for more than the last five years. Mr. Gould has served as a financial advisor to many Fortune 500 corporations and advised on a number of large media company acquisitions. Mr. Gould is a director and serves on the Audit Committees of Ampco-Pittsburgh Corporation, Liberty Global and Liberty Latin America, Ltd.

 

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Mr. Gould brings to our Board a wealth of experience in matters relating to public company finance. Mr. Gould’s knowledge of our Company and our industry, combined with his expertise in finance, makes him an important part of our Board.

Kenneth W. Lowe

Born April 7, 1950

  

A common stock director of Discovery since March 2018. Mr. Lowe served as Chairman, President and Chief Executive Officer of Scripps Networks Interactive, Inc. (“Scripps”) from July 2008 until March 2018, when Scripps merged with a wholly-owned subsidiary of Discovery. Prior to that Mr. Lowe served as President and Chief Executive Officer of The E.W. Scripps Company from October 2000 to June 2008. Mr. Lowe served as President and Chief Operating Officer of The E.W. Scripps Company from January 2000 to September 2000.

 

Through his experience as a media executive, Mr. Lowe has developed a deep understanding of our industry. Mr. Lowe’s expertise in the media industry and experience as a public company executive makes him a valued addition to our Board.

Daniel E. Sanchez

Born February 8, 1963

  

A common stock director of Discovery since May 2017. Since January 2007, Mr. Sanchez has engaged in the private practice of law, representing individual and business clients in a variety of non-litigation areas. In 2012, Mr. Sanchez earned his master’s degree in tax law (LL.M.), and currently focuses his practice on the area of tax planning. He was a full member of the Board of Ethics of the City of Stamford, CT, which he was appointed to by the mayor in 2012. He served as a director of Starz from January 2013 until December 2016, when it merged with Lions Gate Entertainment Corp. (“Lionsgate”). Mr. Sanchez is the nephew of John Malone.

 

Mr. Sanchez brings a unique legal perspective to our Board, focused in particular on tax law. Mr. Sanchez’s perspective and expertise assists the Board in developing strategies that take into consideration a wide range of issues resulting from the application and evolution of tax laws and regulations.

 

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Class III Directors with Terms Expiring in 2020

 

Robert R. Bennett

Born April 19, 1958

  

A common stock director of Discovery since September 2008. Mr. Bennett served as President of DHC from March 2005 until September 2008 when it merged with Discovery. Mr. Bennett is the former President and Chief Executive Officer of Liberty Media Corporation (“Liberty Media”). He served in those positions from April 1997 until August 2005. He was one of the founding executives of Liberty Media and served as its Principal Financial Officer from its inception in 1991 until 1997. He currently is Managing Director of Hilltop Investments, LLC, a family investment company. Prior to his tenure at Liberty Media, Mr. Bennett worked with Tele-Communications, Inc. in a variety of financial positions and with The Bank of New York. Mr. Bennett was a director of Demand Media, Inc. from 2011 until February 2014. Mr. Bennett was a director and a member of the Audit Committee of Sprint Corporation from November 2006 until November 2016. He currently serves on the boards of Liberty Media and HP, Inc. Mr. Bennett also serves on the Audit Committee and chairs the Finance, Investment and Technology Committee of HP, Inc.

 

Mr. Bennett brings both industry knowledge and financial acumen to his role as a member of our Board of Directors. Mr. Bennett has served on the board of directors of multiple public and private companies over the past decade, which, combined with his considerable involvement with media companies, contributes to the knowledge base and oversight of our Board.

John C. Malone

Born March 7, 1941

   A common stock director of Discovery since September 2008. Mr. Malone served as Chief Executive Officer and Chairman of the Board of DHC from March 2005 to September 2008 and a director of DHC from May 2005 to September 2008. Mr. Malone has served as the Chairman of the Board and a director of Liberty Interactive Corporation (“Liberty Interactive”) (including its predecessors) since 1994, as Chairman of the Board of Liberty Media (including its predecessor) since August 2011 and as a director since December 2010, and as Chairman of the Board of Liberty Broadband since November 2014. Mr. Malone has served as the Chairman of the Board of Liberty Global since June 2013, having previously served as Chairman of the Board of Liberty Global’s predecessor, Liberty Global, Inc. from June 2005 to June 2013. Since November 2016, Mr. Malone has served as Chairman of the Board of Liberty Expedia Holdings, Inc. Mr. Malone has served as a director of Liberty Latin America, Ltd. since December 2017. Mr. Malone is a director of Charter and Lionsgate. Mr. Malone previously served as: (i) a director of Ascent Capital Group, Inc. from January 2010 to September 2012, (ii) a director of Live Nation Entertainment, Inc. from January 2010 to February 2011, (iii) a director of Sirius XM Radio Inc. from April 2009 to May 2013, (iv) Chairman of the Board of Liberty TripAdvisor from August 2014 to June 2015, and (v) a director of Expedia, Inc. from December 2012 to December 2017, having previously served as a director from August 2005 to November 2012.

 

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Mr. Malone has played a pivotal role in the cable television industry since its inception and is considered one of the preeminent figures in the media and telecommunications industry. Mr. Malone is well known for his sophisticated problem solving and risk assessment skills. His breadth of industry knowledge and unique perspective on our business make him an invaluable member of our Board.

David M. Zaslav

Born January 15, 1960

  

President, Chief Executive Officer and a common stock director. Mr. Zaslav has served as our President and Chief Executive Officer since January 2007 and as a common stock director since September 2008. Mr. Zaslav served as President, Cable & Domestic Television and New Media Distribution of NBC Universal, Inc. (“NBC”), a media and entertainment company, from May 2006 to December 2006. Mr. Zaslav served as Executive Vice President of NBC, and President of NBC Cable, a division of NBC, from October 1999 to May 2006. Mr. Zaslav is a member of the board of Sirius XM Radio Inc., Grupo Televisa S.A.B and Lionsgate.

 

As CEO, Mr. Zaslav sets our goals and strategies. His ability as director to add his views to the Board’s deliberations is of significant benefit to the Board.

Except for Steven A. Miron being the son of Robert J. Miron and Daniel E. Sanchez being the nephew of John C. Malone, there is no family relationship among any of Discovery’s executive officers or directors, by blood, marriage or adoption.

 

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PROPOSAL 2: RATIFICATION OF APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC

ACCOUNTING FIRM

As provided in its charter, the Audit Committee appoints our independent registered public accounting firm, reviews the scope of the annual audit and pre-approves all audit and non-audit services permitted under applicable law to be performed by the independent registered public accounting firm. The Audit Committee has evaluated the performance of PwC and has appointed them as our independent registered public accounting firm for fiscal 2018. You are requested to ratify the Audit Committee’s appointment of PwC. Representatives of PwC are expected to be present at the Annual Meeting and will be given the opportunity to make a statement, if they desire to do so, and to respond to appropriate questions from stockholders present at the meeting. Unless stockholders specify otherwise in their proxy, proxies solicited by the Board will be voted by the proxy holders at the Annual Meeting to ratify the appointment of PwC as our independent registered public accounting firm for fiscal 2018. The affirmative vote of a majority of the combined voting power of the outstanding shares of Series A common stock, Series B common stock and Series A-1 preferred stock present in person or represented by proxy at the meeting or by proxy and entitled to vote at the Annual Meeting on this proposal is required for ratification.

Even if the selection of PwC is ratified, the Audit Committee of Discovery’s Board in its discretion may direct the appointment of a different independent accounting firm at any time during the year if Discovery’s Audit Committee determines that a change would be in the best interests of Discovery and its stockholders. In the event Discovery stockholders fail to ratify the appointment of PwC, the Audit Committee will take this into consideration regarding the selection of another independent registered public accounting firm.

The Discovery Board of Directors recommends a vote “FOR” the ratification of the appointment of PwC as Discovery’s independent registered public accounting firm for the year ending December 31, 2018.

Description of Fees

 

     2017    2016

Audit fees(1)

     $ 9,100,100      $ 7,367,600

Audit related fees(2)

       584,950        174,400

Tax fees(3)

       2,340,333        2,329,750

All other fees(4)

       11,400        14,300
    

 

 

      

 

 

 

Total fees

     $ 12,036,783      $ 9,886,050
    

 

 

      

 

 

 

 

(1) Audit fees include fees for the audit of the consolidated financial statements of Discovery and statutory audits for certain of Discovery’s foreign subsidiaries and joint ventures as well as fees for services provided in connection with securities and debt offerings and business acquisitions.

 

(2) Audit-related fees include due diligence related to mergers and acquisitions, attest services not required by statute or regulation, and consultations regarding financial accounting standards.

 

(3) Tax fees consist of tax compliance and consultations regarding the tax implications of certain transactions, transfer pricing and consultation services. Tax compliance services relate to preparation of tax returns and claims for refunds. Tax consultation services relate to tax planning, assistance with tax audits, and tax advice related to acquisitions and structure. Transfer pricing services relate to advice and assistance with respect to transfer pricing matters, including the preparation of reports used to comply with taxing authority documentation requirements.

 

(4) Other fees consist of certain membership fees and access to Inform, PwC’s online accounting and research library.

 

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Discovery’s Audit Committee has considered whether the provision of services by PwC to Discovery other than auditing is compatible with PwC maintaining its independence and believes that the provision of such other services is compatible with PwC maintaining its independence.

Policy on Audit Committee Pre-Approval of Audit and Permissible Non-Audit Services of Independent Registered Public Accounting Firm

Discovery’s Audit Committee has adopted a policy regarding the pre-approval of all audit and permissible non-audit services provided by Discovery’s independent registered public accounting firm. Pursuant to this policy, Discovery’s Audit Committee has approved the engagement of Discovery’s independent registered public accounting firm to provide the following services (all of which are collectively referred to as “pre-approved services”):

 

   

audit services as specified in the policy, including (i) financial audits of Discovery and its subsidiaries and (ii) services associated with Discovery’s periodic reports, registration statements and other documents filed or issued in connection with securities offerings (including comfort letters and consents);

 

   

audit-related services as specified in the policy, including (i) due diligence services, (ii) financial audits of employee benefit plans, (iii) attestation services not required by statute or regulation, (iv) certain audits incremental to the audit of Discovery’s consolidated financial statements; (v) closing balance sheet audits related to dispositions; and (vi) consultations with management as to accounting or reporting of transactions; and

 

   

tax services as specified in the policy, including federal, state, local and international tax planning, compliance and review services and tax due diligence and advice regarding mergers and acquisitions.

Notwithstanding the foregoing general pre-approval, any individual project involving the provision of pre-approved services that is expected to result in fees in excess of $50,000 requires the specific pre-approval of Discovery’s Audit Committee. In addition, any engagement of Discovery’s independent registered public accounting firm for services other than the pre-approved services requires the specific approval of Discovery’s Audit Committee. Discovery’s Audit Committee has delegated the authority for the foregoing approvals to the chairman of the Audit Committee, subject to his subsequent disclosure to the entire Audit Committee of the granting of any such approval. All audit and non-audit services provided by PwC in 2017 were approved by the Audit Committee.

Discovery’s pre-approval policy prohibits the engagement of Discovery’s independent registered public accounting firm to provide any services that are subject to the prohibition imposed by Section 201 of the Sarbanes-Oxley Act.

 

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REPORT OF THE AUDIT COMMITTEE

Each member of the Audit Committee is an independent director as determined by the Board of Directors of Discovery, Inc., based on the rules of the Nasdaq Stock Market and the criteria of director independence adopted by the Board. Each member of the Audit Committee also satisfies the SEC’s independence requirements for members of audit committees.

The Audit Committee reviews Discovery’s financial reporting process on behalf of the Board of Directors. A description of the responsibilities of the Audit Committee is set forth above under the caption “Corporate Governance—Audit Committee.” PwC, Discovery’s registered public accounting firm for 2017, is responsible for expressing opinions on the conformity of Discovery’s audited consolidated financial statements with U.S. generally accepted accounting principles.

The Audit Committee has reviewed and discussed with management and PwC Discovery’s most recent audited consolidated financial statements. The Audit Committee has also discussed with PwC various communications that the Company’s registered public accounting firm is required to provide to the Audit Committee, including matters required to be discussed by the Public Company Accounting Oversight Board (“PCAOB”) Auditing Standard No. 16 (Communications with Audit Committees).

The Audit Committee has received the written disclosures and the letter from PwC required by PCAOB Rule 3526 (Communications with Audit Committees Concerning Independence), and has discussed with PwC their independence.

Based on the reviews and discussions referred to above, the Audit Committee recommended to the Board of Directors of Discovery that the audited financial statements be included in Discovery’s Annual Report on Form 10-K for the year ended December 31, 2017, filed on February 28, 2018 with the SEC.

This report is respectfully submitted by the members of the Audit Committee of the Board.

Paul A. Gould, Chair

S. Decker Anstrom

Susan M. Swain

J. David Wargo

 

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PROPOSAL 3: APPROVAL OF DISCOVERY COMMUNICATIONS, INC. 2013 INCENTIVE PLAN, AS AMENDED

Our Board of Directors believes that we must continue to offer a competitive equity incentive program if we are to continue to attract and retain the best possible employees and independent contractors. Our Compensation Committee and our Board periodically consider enhancement to our 2013 Incentive Plan in light of such belief. On February 22, 2018, our Board of Directors approved certain amendments to our 2013 Incentive Plan, subject to shareholder approval which are described below.

At this meeting, we are asking you to approve the amendments to the 2013 Incentive Plan , which include: an increase in the pool of shares available under the 2013 Incentive Plan from 48,124,434 shares, which reflects the adjustments made following the 2014 Share Dividend, to 60,000,000 shares; the reapproval of the performance criteria; an increase in the maximum number of shares of our common stock that may be granted under awards to any individual in any calendar year from six million to 15 million; and an increase in the maximum cash award for any individual in any calendar year from $10 million to $20 million per calendar year covered by the award. The Board has also amended the 2013 Incentive Plan to permit withholding of shares of common stock for taxes at a higher level, to reference our policies on clawbacks and stock ownership, and to make other noneconomic and housekeeping amendments.

As of March 16, 2018, we had the following outstanding awards under the 2013 Incentive Plan:

 

   

10,067,471 options to purchase shares of Series A common stock, the weighted average purchase price of all such options was $28.15, and the weighted average remaining term was five and a half years;

 

   

452,181 options to purchase shares of Series C common stock, the weighted average purchase price of all such options was $40.77, and the weighted average remaining term was three years;

 

   

there were no shares of restricted stock;

 

   

7,324,447 shares of restricted stock units with respect to Series A common stock;

 

   

298,607 shares of restricted stock units with respect to Series C common stock;

 

   

925,665 stock-settled stock appreciation rights with respect to Series A common stock;

 

   

925,665 stock-settled stock appreciation rights with respect to Series C common stock;

 

   

4,042,286 cash-settled stock appreciation rights with respect to Series A common stock; and

 

   

2,790,659 cash-settled stock appreciation rights with respect to Series C common stock.

In addition to these arrangements, as of March 16, 2018, we have our employee stock purchase plans, under which 8,885,649 shares of Series A common stock and no shares of Series C common stock remain available, and the Directors’ Plan, under which there were 131,001 outstanding options to purchase shares of Series A common stock, 131,001 outstanding options to purchase shares of Series C common stock, 131,744 restricted stock units outstanding with respect to Series A common stock, and 27,571 restricted stock units outstanding with respect to Series C common stock, with a remaining pool of 9,188,050 shares of Series A common stock and no shares of Series C common stock. Additionally, we had 717,051 outstanding options to purchase shares of Series A common stock, 737,909 outstanding options to purchase shares of Series C common stock, no restricted stock units outstanding with respect to Series A common stock, and no restricted stock units outstanding with respect to Series C common stock, We also had outstanding 11,905 cash-settled stock appreciation rights with respect to Series A common stock, and 11,905 cash-settled stock appreciation rights with respect to Series C common stock under the 2005 Stock Plan. On March 16, 2018, the last reported sales price of our Series A common stock on the Nasdaq Global Select Market was $23.21 and the last reported sales price of our Series C common stock on the Nasdaq Global Select Market was $21.58.

 

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Our Board of Directors believes that the amendments to the 2013 Incentive Plan are in the best interests of Discovery and its stockholders and recommends that you vote “FOR” the proposal to increase the number of shares available under the 2013 Incentive Plan from 48,124,434 to 60,000,000, approve the performance goals, and amend the individual grant limits under 2013 Incentive Plan.

Why You Should Vote for the Amendments to the 2013 Incentive Plan

Equity Incentive Awards Are an Important Part of Our Compensation Philosophy

Our Board of Directors believes that our success depends, in large part, upon our ability to maintain a competitive position in attracting, retaining and motivating key personnel and, as discussed in the “Compensation Discussion and Analysis” section of this proxy statement, our equity-based award program is the primary vehicle for offering long-term incentives to our executives.

As a media company, competing with many successful companies for a limited pool of talented people, we believe that we must continue our use of equity compensation to help retain our skilled employees and consultants and recruit new employees and consultants to continue to grow, develop new markets and services and deliver increased stockholder value. In connection with our acquisition of Scripps, we need to increase the pool of shares from which awards can be granted.

We Believe the 2013 Incentive Plan Combines Compensation and Governance Best Practices

We believe the 2013 Incentive Plan includes provisions that are designed to protect our stockholders’ interests and to reflect compensation and governance best practices, including:

 

   

Repricing is not allowed without stockholder approval. The 2013 Incentive Plan prohibits the repricing or other exchange of underwater stock options and stock appreciation rights without prior stockholder approval.

 

   

No discount stock options or stock appreciation rights. All stock options and stock appreciation rights will have a purchase or base price equal to at least the fair market value of our Series A common stock on the date the stock option or stock appreciation right is granted, except in certain situations in which we are assuming or replacing options granted by another company that we are acquiring.

 

   

Reasonable share counting provisions. In general, when awards granted under the 2013 Incentive Plan expire or are canceled without having been fully exercised, or are settled in cash, the shares reserved for those awards will be returned to the share reserve and be available for future awards. However, shares that are tendered by participants or withheld by us to pay the purchase price of an award or to satisfy tax withholding obligations will not be available for future awards. If a stock appreciation right is exercised for stock, we will subtract from the shares available under the 2013 Incentive Plan the full number of shares subject to the stock appreciation right multiplied by the percentage of the stock appreciation right actually exercised, regardless of the number of shares actually used to settle the stock appreciation right upon exercise.

 

   

No tax gross-ups. The 2013 Incentive Plan does not provide for any tax gross-ups.

 

   

Director Equity Compensation. Directors receive their equity-based compensation through the 2005 Director Plan. Directors would not, consequently, be interested parties with respect to the operation of the 2013 Incentive Plan.

Description of the 2013 Incentive Plan

The following is a summary of the 2013 Incentive Plan, as proposed to be amended. This summary is qualified in its entirety by reference to the 2013 Incentive Plan, a copy of which is attached as Appendix A to this proxy statement. You may also obtain a copy of the 2013 Incentive Plan by accessing the proxy statement as

 

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filed with the SEC on the Internet at www.sec.gov, by accessing the Investor Relations section of our website at http://corporate.discovery.com or by contacting our Corporate Secretary. References in this summary to common stock are to shares of Series A common stock or Series C common stock as applicable.

Effectiveness; Number of Shares Available for Issuance

The increased pool for grants, the reapproved performance goals and the increase in individual grant limits under the 2013 Incentive Plan will become effective upon approval of this Proposal 3 by our stockholders at the 2018 Annual Meeting of Stockholders.

As of March 16, 2018, 48,124,434 shares are reserved for issuance under the 2013 Incentive Plan, which number is subject to adjustment in the event of stock splits and other similar events. Shares issued under the 2013 Incentive Plan may consist in whole or in part of authorized but unissued shares or may be issued shares that we have reacquired (provided that open market purchases of shares using the proceeds from the exercise of awards do not increase the number of shares available for future grants).

If an award granted under the 2013 Incentive Plan (other than a Tandem SAR as defined below) expires or is terminated, surrendered or canceled without having been fully exercised or is forfeited in whole or in part (including as the result of shares of common stock subject to such award being repurchased by us) or otherwise results in any common stock not being issued (including as a result of a stock appreciation right that could have been settled either in cash or in stock actually being settled in cash), the unused common stock covered by such award will become available for issuance pursuant to a new award under the 2013 Incentive Plan. If we grant a SAR in tandem with an option for the same number of shares of common stock and provide that only one such award may be exercised, which we refer to as a Tandem SAR, only the shares covered by the option and not the Tandem SAR will be counted and the expiration of one in connection with the other’s exercise will not restore shares to the 2013 Incentive Plan. Shares that are tendered or withheld (including through net exercise) to pay the purchase price of an award or to satisfy tax withholding obligations will not be available for issuance pursuant to awards under the 2013 Incentive Plan.

We continue to expect to use stock appreciation rights only in connection with satisfying contractual obligations related to Mr. Zaslav (as described below in “Executive Compensation—Executive Compensation Arrangements—Zaslav Employment Agreement”), and in certain non-U.S. jurisdictions where cash-settled stock appreciation rights provide easier compliance with local law. The stock appreciation rights we have issued and expect to issue will be cash-settled, other than a portion of the awards to Mr. Zaslav. Under the 2013 Incentive Plan, all shares of common stock covered by stock-settled stock appreciation rights are counted against the number of shares available for the grant of awards under the 2013 Incentive Plan. If a stock-settled stock appreciation right is exercised, we will subtract from the shares available under the 2013 Incentive Plan the full number of shares subject to the stock appreciation right multiplied by the percentage of the stock appreciation right actually exercised, regardless of the number of shares actually used to settle such stock appreciation right upon exercise.

Types of Awards

The 2013 Incentive Plan provides for the grant of nonqualified stock options, stock appreciation rights, restricted stock, restricted stock units, other stock-based awards and cash-based awards, each of which is described below.

Nonqualified stock options. Optionees receive the right to purchase a specified number of shares of common stock at a specified purchase price, subject to such other terms and conditions as are specified in connection with the option grant. Options must be granted at a purchase price that will not be less than 100% of the fair market value of the common stock on the date of grant, except in connection with substitute awards relating to acquisitions. Options may not provide for the payment or accrual of dividends or dividend equivalents. The 2013

 

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Incentive Plan permits the following forms of payment of the purchase price of options, as determined by the Compensation Committee in connection with awards: (i) payment by cash, check or in connection with a “cashless exercise” through a broker, (ii) surrender to us of shares of common stock or attestation of ownership of sufficient shares, (iii) “net exercise” in which a portion of the shares to be issued on exercise are withheld to pay the purchase price, (iv) any other lawful means, or (v) any combination of these forms of payment.

Stock appreciation rights. A stock appreciation right is an award entitling the holder, upon exercise, to receive an amount in common stock or cash or a combination thereof determined by reference to appreciation, from and after the date of grant, in the fair market value of a share of common stock on the date of grant or as determined, consistent with the 2013 Incentive Plan, over the fair market value on the date of grant, which may be determined based on a single day’s price or using an average of prices around the date of grant. No stock appreciation right granted under the 2013 Incentive Plan may provide for the payment or accrual of dividends or dividend equivalents.

Restricted stock and restricted stock unit awards. Restricted stock awards entitle recipients to acquire shares of common stock, subject to our right to repurchase or cause the forfeiture of all or part of such shares from the recipient in the event that the conditions specified in the applicable award are not satisfied prior to the end of the applicable restriction period established for such award. Restricted stock unit awards entitle the recipient to receive shares of common stock to be delivered at or after the time such shares vest pursuant to the terms and conditions of the awards, as established by our Compensation Committee, although our Compensation Committee may provide that these awards will be settled in cash. The Compensation Committee may also provide for a supplemental cash payment, subject to such restrictions as the Compensation Committee designates, to be paid in connection with or after vesting.

Our Compensation Committee will determine the terms and conditions of each restricted stock or restricted stock unit award, including the conditions for vesting and repurchase (or forfeiture) and the issue price, if any.

We have not historically granted restricted stock awards, but the 2005 Stock Plan and the 2013 Incentive Plan permit such grants. Restricted stock will accrue ordinary cash dividends, but participants holding shares of restricted stock will only be entitled to such dividends if and after the restricted stock vests. Any dividend payment will be made no later than the later of the end of the calendar year in which the dividends are paid to stockholders of that series of stock or the 15th day of the third month following the date on which the restricted stock to which the dividends pertain vests, absent a further deferral permitted by the Compensation Committee that complies with Section 409A of the Code.

To the extent provided by our Compensation Committee, in its sole discretion, a grant of restricted stock units may provide participants with the right to receive dividend equivalents. Dividend equivalents may be settled in cash and/or shares of common stock and will be subject to the same restrictions on transfer and forfeitability as the restricted stock units with respect to which paid, as determined by our Compensation Committee in its sole discretion, subject in each case to such terms and conditions as our Compensation Committee may establish, in each case to be set forth in the applicable award agreement.

Other stock-based and cash-based awards. Under the 2013 Incentive Plan, our Compensation Committee or the Board has the right to grant other awards based upon our common stock or other property having such terms and conditions as our Compensation Committee or the Board may determine, including the grant of shares based upon certain conditions, the grant of awards that are valued in whole or in part by reference to, or otherwise based on, shares of our common stock, and the grant of awards entitling recipients to receive shares of our common stock to be delivered in the future. We may also grant under the 2013 Incentive Plan performance awards or other awards denominated in cash rather than shares of common stock.

Performance conditions. Our Compensation Committee or the Board may determine, at the time of grant, that a restricted stock award, restricted stock unit award or other stock-based award will vest or otherwise be

 

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earned solely upon the achievement of specified performance criteria. Cash-based awards under the 2013 Incentive Plan will always vest or otherwise be earned upon the achievement of specified performance criteria. For restricted stock awards, restricted stock unit awards or other stock-based awards designed to qualify for deduction under Section 162(m) of the U.S. Internal Revenue Code (“Section 162(m)”) and grandfathered from the repeal of the performance-based exception to such deduction limits, only our Compensation Committee may determine the extent to which the award will vest or otherwise be earned upon the achievement of specified performance criteria. The performance criteria for each such award will be based on one or more of the following measures, as applied to the recipient, one or more of our business units, our divisions or subsidiaries or applicable sector, or of us as a whole, and if so desired by the Compensation Committee, by comparison with a peer group of companies: increased revenue; net income measures (including income after capital costs and income before or after taxes); stock price measures (including growth measures and total stockholder return); price per share of common stock; market share; audience metrics (such as program ratings, web impressions, and subscribers); earnings per share (actual or targeted growth); earnings before interest, taxes, depreciation, and amortization (EBITDA); economic value added; market value added; debt to equity ratio; cash flow measures (including cash flow return on capital, cash flow return on tangible capital, net cash flow and net cash flow before financing activities); return measures (including return on equity, return on average assets, return on capital, risk-adjusted return on capital, return on investors’ capital and return on average equity); operating measures (including operating income, adjusted operating income before depreciation and amortization, funds from operations, cash from operations, after-tax operating income; sales volumes, production volumes and production efficiency); expense measures (including overhead cost and general and administrative expense); margins; stockholder value; total stockholder return; proceeds from dispositions; total market value and corporate values measures (including ethics compliance, environmental and safety). Unless otherwise stated, such a performance measure need not be based upon an increase or positive result under a particular business criterion and could include, for example, maintaining the status quo or limiting economic losses (measured, in each case, by reference to specific business criteria).

These performance measures may be adjusted to exclude any one or more of (i) non-recurring or unusual gains or losses, (ii) gains or losses on the dispositions of discontinued operations, (iii) the cumulative effects of changes in accounting principles, (iv) the write-down of any asset, (v) fluctuation in foreign currency exchange rates, and (vi) charges for restructuring and rationalization programs. Such performance measures: (x) may vary by participant and may be different for different awards; (y) may be particular to a participant or the department, branch, line of business, subsidiary or other unit in which the participant works and may cover such period as may be specified by our Compensation Committee; and (z) will be set by our Compensation Committee within the time period prescribed by, and will otherwise comply with the requirements of, Section 162(m), where applicable.

Our Compensation Committee may adjust downwards, but not upwards, the cash or number of shares payable pursuant to grandfathered performance-based awards designed to qualify for deduction under Section 162(m) of the Code.

Awards that are not intended to qualify as “performance-based compensation” under Section 162(m) may be based on these or such other performance measures and determined at such times as our Compensation Committee or the Board may select.

Under Section 162(m), reapproval of performance criteria has generally been required every five years for the criteria to remain usable for performance-based compensation. We are asking for reapproval as part of approving the amendments to the 2013 Incentive Plan out of an abundance of caution for the assistance, if any, such reapproval may provide with respect to the deductibility of grandfathered awards, but the reapproval will not make future awards exempt under the performance-based compensation exception.

 

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Eligibility to Receive Awards

Our employees, officers, consultants and advisors and those of our subsidiaries are eligible to be granted awards under the 2013 Incentive Plan. As of March 4, 2018, approximately 6,155 persons were eligible to receive awards under the 2013 Incentive Plan, including our five named executive officers. The granting of awards under the 2013 Incentive Plan is discretionary.

The maximum number of shares with respect to which awards may be granted to any participant under the 2013 Incentive Plan may not exceed 15,000,000 shares per calendar year. For purposes of this limit, the combination of an option with a Tandem SAR is treated as a single award. No person may be awarded cash awards during any calendar year that are designed to pay out in excess of $20,000,000 per calendar year covered by the cash award. We originally added individual limits for compliance with the performance-based compensation rules of Section 162(m), but are retaining the limits (at these increased levels) because we think that placing limits on the awards is part of good governance even though the limits, as applied to grants after November 2, 2017 (other than potentially with respect to awards under binding contracts), do not affect deductibility under Section 162(m).

Administration

The 2013 Incentive Plan is administered by our Compensation Committee. Our Compensation Committee has the authority to adopt, amend and repeal the administrative rules, guidelines and practices relating to the 2013 Incentive Plan and to interpret the provisions of the 2013 Incentive Plan. Subject to any applicable limitations contained in the 2013 Incentive Plan, our Compensation Committee, or any other committee to whom our Board delegates authority, as the case may be, selects the recipients of awards and determines the terms of such awards. The 2013 Incentive Plan provides limitations on liability with respect to persons acting on our behalf in connection with the Plan and also provides for indemnifying and holding harmless such persons.

Our Compensation Committee is required to make appropriate adjustments in connection with the 2013 Incentive Plan and any outstanding awards to reflect stock splits, stock dividends, recapitalizations, spin-offs and other similar changes in capitalization. In addition, if all shares of any series of Common Stock are redeemed, then each outstanding award under such series shall be adjusted to substitute for the shares of such series of Common Stock subject to the award the kind and amount of cash, securities or other assets issued or paid in the redemption of the equivalent number of shares of such series of Common Stock, with the other terms of the award remaining constant (including for this purpose the aggregate purchase price or aggregate base price, shall remain constant before and after the substitution (unless otherwise determined by the Compensation Committee). The Compensation Committee, in its sole discretion, may provide for a cash payment in connection with any of the foregoing adjustments.

Changes in Control

The 2013 Incentive Plan also contains provisions addressing the consequences of any mergers, certain changes in ownership, and certain changes in the composition of our Board of Directors. The description below is of the default rule under the 2013 Incentive Plan, but the Compensation Committee also imposes double trigger requirements on substantially all awards to executive officers, such that the occurrence of an event without a connected employment termination will not cause vesting unless the awards are not being assumed or replaced. If an Approved Transaction, Board Change or Control Purchase (each as defined below) occurs, unless the applicable agreement provides otherwise, any options or stock appreciation rights will immediately become exercisable in full in respect of the aggregate number of shares covered thereby and restricted stock and restricted stock units will vest, as will any unpaid dividends or dividend equivalents, while Cash Awards and Other Stock-Based Awards will have the treatment their agreements provide, in each case effective upon the Board Change or Control Purchase or immediately prior to consummation of the Approved Transaction. Notwithstanding the foregoing, unless otherwise provided in the applicable agreement, the Compensation Committee may, in its

 

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discretion, determine that any or all outstanding awards of any or all types granted pursuant to the Plan will not vest or become exercisable on an accelerated basis in connection with an Approved Transaction if effective provision has been made for the taking of such action which, in the opinion of the Compensation Committee, is equitable and appropriate to substitute a new award for such award or to assume such award and to make such new or assumed award, as nearly as may be practicable, equivalent to the prior award (before giving effect to any acceleration of the vesting or exercisability thereof), taking into account, to the extent applicable, the kind and amount of securities, cash or other assets into or for which the common stock may be changed, converted or exchanged in connection with the Approved Transaction. Notwithstanding any provision of the 2013 Incentive Plan to the contrary, in the event of a corporate merger, consolidation, acquisition of property or stock, separation, reorganization or liquidation, the Compensation Committee shall be authorized, in its discretion, (i) to provide, prior to the transaction, for the acceleration of the vesting and exercisability of, or lapse of restrictions with respect to, the award and, if the transaction is a cash merger, provide for the termination of any portion of the award that remains unexercised at the time of such transaction, or (ii) to cancel any such awards and to deliver to the participants cash in an amount that the Compensation Committee shall determine in its sole discretion is equal to the fair market value of such awards on the date of such event, which in the case of options or stock appreciation rights will be the excess of the fair market value of the common stock on such date over the purchase price of the options or the base price of the stock appreciation rights, as applicable.

Under the 2013 Incentive Plan, “Approved Transaction” means any transaction in which the Board of Directors (or, if approval of the Board of Directors is not required as a matter of law, our stockholders) approves (i) any consolidation or merger of us, or binding share exchange, pursuant to which shares of our common stock would be changed or converted into or exchanged for cash, securities, or other property, other than any such transaction in which our common stockholders immediately prior to such transaction have the same proportionate ownership of the common stock of, and voting power with respect to, the surviving corporation immediately after such transaction, (ii) any merger, consolidation or binding share exchange to which the Company is a party as a result of which the persons who are our common stockholders immediately prior thereto have less than a majority of the combined voting power of our outstanding capital stock ordinarily (and apart from the rights accruing under special circumstances) having the right to vote in the election of directors immediately following such merger, consolidation or binding share exchange, (iii) the adoption of any plan or proposal for our liquidation or dissolution, or (iv) any sale, lease, exchange or other transfer (in one transaction or a series of related transactions) of all, or substantially all, of our assets, provided that the “Approved Transaction” will not occur under any of the foregoing until the closing of the described event. “Board Change” means, during any period of two consecutive years, individuals who at the beginning of such period constituted the entire Board of Directors cease for any reason to constitute a majority thereof unless the election, or the nomination for election, of each new director was approved by a vote of at least two-thirds of the directors then still in office who were directors at the beginning of the period. “Control Purchase” means any transaction (or series of related transactions) in which any person (as such term is defined in Sections 13(d)(3) and 14(d)(2) of the Securities Exchange Act of 1933), corporation or other entity (other than the Company, any of our subsidiaries or any employee benefit plan sponsored by us or any of our subsidiaries) shall purchase any of our common stock (or securities convertible into our common stock) for cash, securities or any other consideration pursuant to a tender offer or exchange offer, without the prior consent of the Board of Directors, or (ii) any person (as such term is so defined), corporation or other entity (other than the Company, any of our subsidiaries, any employee benefit plan sponsored by us or any of our subsidiaries or any exempt person (as defined in the Stock Plan)) or any “Exempt Person” (as defined below) shall become the “beneficial owner” (as such term is defined in Rule 13d-3 under the Exchange Act), directly or indirectly, of our securities representing 30% or more of the combined voting power of our then outstanding securities ordinarily (and apart from the rights accruing under special circumstances) having the right to vote in the election of directors (calculated as provided in Rule 13d-3(d) under the Exchange Act in the case of rights to acquire the Company’s securities), other than in a transaction (or series of related transactions) approved by the Board of Directors. For purposes of this definition, “Exempt Person” means each of (a) the Chairman of the Board, the President and each of the directors of Discovery Holding Company as of the date Discovery Holding Company ceased to be a wholly-owned subsidiary of Liberty Media Corporation, and (b) the respective family members, estates and heirs of each of the persons referred to in clause (a) above and any

 

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trust or other investment vehicle for the primary benefit of any of such persons or their respective family members or heirs. As used with respect to any person, the term “family member” means the spouse, siblings and lineal descendants of such person.

Substitute Awards

In connection with a merger or consolidation of an entity with us or the acquisition by us of property or stock of an entity, our Board or the Compensation Committee may grant awards in substitution for any options or other stock or stock-based awards granted by such entity or an affiliate thereof. Substitute awards may be granted on such terms as our Board or the Compensation Committee deems appropriate in the circumstances, notwithstanding any limitations on awards contained in the 2013 Incentive Plan. Substitute awards will not count against the overall share limit of the 2013 Incentive Plan.

Restrictions on Repricing

Unless our stockholders approve such action (or it is appropriate under a change in capitalization), the 2013 Incentive Plan provides that we may not (1) amend any outstanding option or stock appreciation right granted under the 2013 Incentive Plan to provide a purchase price per share that is lower than the then-current purchase price or base price per share of such outstanding award, (2) cancel any outstanding option or stock appreciation right (whether or not granted under the 2013 Incentive Plan) and grant in substitution therefor new awards under the 2013 Incentive Plan (other than as substitute awards as described above) covering the same or a different number of shares of common stock and having a purchase price or base price per share lower than the then-current purchase price or base price per share of the cancelled award, (3) cancel in exchange for a cash payment any options or stock appreciation rights that have a purchase price per share above the then-current fair market value, or (4) take any other action that constitutes a “repricing” within the meaning of the rules of the Nasdaq Stock Market.

Clawback Policy

All awards are subject to recovery or clawback by us under any clawback policy we adopt in accordance with Securities and Exchange Commission regulations or other applicable law, as amended or superseded from time to time.

Stock Ownership Guidelines

All awards are subject to any applicable stock ownership guidelines we adopt, as amended or superseded from time to time.

Withholding

Our obligation to deliver shares of common stock or pay cash in respect of any award under the 2013 Incentive Plan is subject to applicable federal, state and local tax withholding requirements. The Compensation Committee or our Board may permit participants to pay applicable withholding in shares of the common stock already owned by the participant (either by delivery or attestation) or through the withholding of shares otherwise issuable to such participant; provided, however, except as otherwise provided by our Board, that the total tax withholding where stock is being used to satisfy such tax obligations cannot exceed our minimum statutory withholding obligations (based on minimum statutory withholding rates for federal and state tax purposes, including payroll taxes, that are applicable to such supplemental taxable income) except that, to the extent that we are able to retain shares of common stock having a fair market value that exceeds the statutory minimum applicable withholding tax without financial accounting implications or we are withholding in a jurisdiction that does not have a statutory minimum withholding tax, we may retain such number of shares of common stock (up to the number of shares having a fair market value equal to the maximum individual statutory rate of tax

 

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(determined by, or in a manner approved by, us)) as we may determine to satisfy the tax liability associated with any award. If the participant does not satisfy the tax withholding through one of those means, the Company may withhold from the same or other compensation.

Transferability of Awards

In general, awards may not be sold, assigned, transferred, pledged or otherwise encumbered by the person to whom they are granted, either voluntarily or by operation of law, except by will or the laws of descent and distribution or, other than in the case of an incentive stock option, pursuant to a qualified domestic relations order. During the life of the participant, awards are exercisable only by the participant. However, with our Compensation Committee’s or the Board’s consent, a participant can transfer an award without payment to an immediate family member, family trust, or certain other related entities (to the extent a Registration Statement on Form S-8 would cover the transferee).

Acceleration

Our Compensation Committee may at any time provide that any award will become immediately exercisable in whole or in part, free of some or all restrictions or conditions, or otherwise realizable in whole or in part, as the case may be, subject to certain restrictions under Section 162(m) for grandfathered awards.

Termination of Employment

The award agreements provide rules with respect to the treatment of awards when employment ends and may overrule the general principles in the 2013 Incentive Plan. If a participant dies or has a “Disability” (as defined in the 2013 Incentive Plan), unless the award agreement provides otherwise, any options or stock appreciation rights will immediately become exercisable in full in respect of the aggregate number of shares covered thereby and will remain exercisable for a year after death or Disability termination (unless the award expires earlier) and (ii) restricted stock and restricted stock units will vest, as will any unpaid dividends or dividend equivalents. On a termination for “cause,” as defined in the 2013 Incentive Plan, and unless the award agreement provides otherwise, all awards will terminate immediately. In addition, the Compensation Committee may determine retroactively, within one year after employment ends, that the Company had “cause” at the time of termination and may forfeit any still outstanding awards.

Provisions for Foreign Participants

Our Board may establish sub-plans for purposes of satisfying applicable securities, tax or other laws of various jurisdictions, by adopting supplements to the 2013 Incentive Plan that cover only a particular jurisdiction and contain such limitations or exercises of discretion as are not otherwise inconsistent the with 2013 Incentive Plan.

Amendment or Termination

No award may be made under the 2013 Incentive Plan after May 14, 2023 but awards previously granted may extend beyond that date. Our Compensation Committee may at any time amend, suspend or terminate the 2013 Incentive Plan, provided that such actions may not materially adversely affect a recipient with respect to a previously granted award without his or her consent, except as required for compliance with Section 409A of the Code.

If our stockholders do not approve the amendments to the 2013 Incentive Plan, the increase in the pool of shares available for grants and amendments to the individual grant limits under the 2013 Incentive Plan will not go into effect, and the performance goals will not be reapproved for purposes of Section 162(m). On the last point, we note that it is not clear that any reapproval is required for grandfathered awards intended to comply

 

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with the exemption from Section 162(m), nor, as discussed below, is it clear which of our awards that were granted (or, in some cases, subject to a binding agreement to be granted) actually are grandfathered.

Certain Material U.S. Federal Income Tax Consequences

The following is a summary of certain material United States federal income tax consequences that generally will arise with respect to awards granted under the 2013 Incentive Plan. This summary is based on the federal tax laws in effect as of the date of this proxy statement. In addition, this summary assumes that all awards are exempt from, or comply with, the rules under Section 409A of the Code regarding nonqualified deferred compensation. Changes to these laws could alter the tax consequences described below.

Nonqualified Stock Options

A participant will not have income upon the grant of a nonqualified stock option. A participant will have compensation income upon the exercise of a nonqualified stock option equal to the value of the stock on the day the participant exercised the option less the purchase price. Upon sale of the stock, the participant will have capital gain or loss equal to the difference between the sales proceeds and the value of the stock on the day the option was exercised. This capital gain or loss will be long-term if the participant has held the stock for more than one year and otherwise will be short-term.

Stock Appreciation Rights

A participant will not have income upon the grant of a stock appreciation right. A participant generally will recognize compensation income upon the exercise of a stock appreciation right equal to the amount of the cash and the fair market value of any stock received. Upon the sale of the stock, the participant will have capital gain or loss equal to the difference between the sales proceeds and the value of the stock on the day the stock appreciation right was exercised. This capital gain or loss will be long-term if the participant held the stock for more than one year and otherwise will be short-term.

Restricted Stock Awards

A participant will not have income upon the grant of restricted stock unless an election under Section 83(b) of the Code is made within 30 days of the date of grant. If a timely Section 83(b) election is made, then a participant will have compensation income equal to the value of the stock less the purchase price. When the stock is sold, the participant will have capital gain or loss equal to the difference between the sales proceeds and the value of the stock on the date of grant. If the participant does not make a Section 83(b) election, then when the stock vests the participant will have compensation income equal to the value of the stock on the vesting date less the purchase price. When the stock is sold, the participant will have capital gain or loss equal to the sales proceeds less the value of the stock on the vesting date. Any capital gain or loss will be long-term if the participant held the stock for more than one year and otherwise will be short-term.

Restricted Stock Units

A participant will not have income upon the grant of a restricted stock unit. A participant is not permitted to make a Section 83(b) election with respect to a restricted stock unit award. When the stock is distributed with respect to restricted stock unit, the participant will have income in an amount equal to the fair market value of the stock less the purchase price, if any. When the stock is sold, the participant will have capital gain or loss equal to the sales proceeds less the value of the stock previously taxed. Any capital gain or loss will be long-term if the participant held the stock for more than one year and otherwise will be short-term.

 

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Other Stock-Based Awards

The tax consequences associated with any other stock-based award granted under the 2013 Incentive Plan will vary depending on the specific terms of such award. Among the relevant factors are whether or not the award has a readily ascertainable fair market value, whether or not the award is subject to forfeiture provisions or restrictions on transfer, the nature of the property to be received by the participant under the award and the participant’s holding period and tax basis for the award or underlying common stock.

Tax Consequences to Us

There will be no tax consequences to us for any awards made under the 2013 Incentive Plan, except that we may be entitled to a deduction when a participant has compensation income. Any such deduction will be subject to the limitations of Section 162(m) of the Code. Under the recently enacted Tax Cuts and Jobs Act of 2017, awards made after November 2, 2017 will not be eligible for exclusion from the deduction limits of Section 162(m) of the Code (subject to some exceptions for awards made pursuant to binding contracts), and current guidance does not make clear the extent to which previously granted but unsettled awards are grandfathered in their exclusion for years beginning after December 31, 2017.

New Plan Benefits

As of March 4, 2018, approximately 6,155 persons were eligible to receive awards under the 2013 Incentive Plan, including our five named executive officers. The granting of awards under the 2013 Incentive Plan is discretionary.

We cannot now determine the number or type of awards to be granted in the future to any particular person or group.

 

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REPORT OF THE COMPENSATION COMMITTEE

The Compensation Committee has reviewed and discussed the Compensation Discussion and Analysis with management and, based on such review and discussion, has recommended that the Compensation Discussion and Analysis be included in this proxy statement.

This report is respectfully submitted by the members of the Compensation Committee of the Board.

Robert J. Miron, Chair

Robert R. Beck

Paul A. Gould

 

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COMPENSATION DISCUSSION AND ANALYSIS

COMPENSATION DISCUSSION AND ANALYSIS

This section analyzes and discusses our compensation programs and provides information about the compensation paid by Discovery to our Named Executive Officers, or “NEOs”:

 

   

David M. Zaslav, President and CEO;

 

   

Gunnar Wiedenfels, Chief Financial Officer (“CFO”) (beginning April 1, 2017);

 

   

Bruce L. Campbell, Chief Development, Distribution & Legal Officer;

 

   

Jean-Briac Perrette, President and CEO, Discovery Networks International;

 

   

Paul Guagliardo, former Chief Commercial Officer (until December 31, 2017); and

 

   

Andrew Warren, former CFO (until March 31, 2017).

On February 22, 2016, Mr. Warren notified us that he would be separating from employment and agreed to remain with the Company until the end of 2016. We entered into a transition agreement with Mr. Warren, which was subsequently amended to extend the transition period to March 31, 2017, when Mr. Warren separated from employment. Gunnar Wiedenfels joined the Company to become our Chief Financial Officer on April 1, 2017.

In addition, on November 16, 2017, Mr. Guagliardo notified us that he would be separating from employment. Mr. Guagliardo terminated his employment with the Company effective December 31, 2017.

For additional information regarding these changes, see “Executive Compensation—Executive Compensation Arrangements,” below.

Highlights

Discovery delivered strong operating and financial results in 2017.

Discovery is a leading global media and entertainment company, with operations that support our mission to empower people to explore their world and satisfy their curiosity. We had a strong year in 2017, reporting increases in revenue, adjusted operating income before depreciation and amortization (“OIBDA”), adjusted earnings per share (“Adjusted EPS”) and free cash flow:

 

   

Revenues increased 6% to $6,873 million (increased 4% excluding currency effects and the impact of certain transactions);

 

   

Adjusted OIBDA increased 5% to $2,531 million (increased 4% excluding currency effects and the impact of certain transactions) (see Appendix B to this proxy statement and Note 21 to our Annual Report on Form 10-K for year ended December 31, 2017 for a reconciliation of Adjusted OIBDA to Net Income (Loss);

 

   

Adjusted EPS, as defined in Appendix B and in the Form 10-K, increased 5% to $2.24 (increased 16% excluding currency effects); and

 

   

Free Cash Flow increased 16% to $1,494 million (increased 25% excluding currency effects and Scripps Networks Interactive, Inc. (“Scripps”) transaction-related costs).

We continued our strategy to invest in premier global intellectual property and brands, while accelerating investments in new growth areas such as digital and mobile, to engage consumers with our content across all screens and platforms, while maintaining disciplined operational results and revenue growth.

 

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We continue to pay for performance through our executive compensation program design.

We believe that our executive compensation program plays a key role in our operating and financial success. We place great importance on our ability to attract, retain, motivate and reward talented executives who can continue to grow our business and engage audiences around the world. Each of our NEOs (other than Messrs. Warren and Wiedenfels) received significant long-term incentive awards based on their performance in 2017.

Each of our NEOs, except Mr. Warren, also received an annual cash bonus based on Company and individual performance in 2017. These awards reflect the direct link between financial and operational success and compensation under our executive compensation programs. Our short- and long-term incentive compensation programs are structured to:

 

   

pay for performance by aligning and measurably varying the size of performance-based awards directly with key operational outcomes, as well as the executive’s individual performance;

 

   

align the interests of management with those of our stockholders through equity and equity-type incentive awards and stock ownership guidelines; and

 

   

inspire dynamic leadership while not encouraging excessive risk taking.

In general, we seek to design compensation packages for individual executives based on the scope of the executive’s responsibilities, the executive’s proven performance, and a determination of what is competitive compensation in the market for similar roles, if such data is available. We continue to refine our compensation programs to strengthen the link between executive and stockholder interests.

We use long-term contracts where appropriate to secure the services of senior executives and use our executive compensation programs to support extended contract terms.

We believe that entering into fixed-term employment contracts with our senior executives provides management stability and helps ensure that we can access their services to drive our strategic objectives. When permitted by local law, these agreements also include customary restrictive covenants that protect our business from unfair competition after an executive separates from employment. Each of our NEOs was subject to a fixed-term employment contract during 2017. Each of these agreements includes a number of provisions related to components of compensation during the term of the agreement, as further detailed in “Executive Compensation—Executive Compensation Arrangements,” below.

We entered into a new employment agreement with Mr. Zaslav in 2014 to secure his services through the end of 2019. The compensation provisions of the agreement are structured around performance-based long-term equity, tie the vast majority of his compensation to increases in stockholder value, require him to hold the majority of the equity distributed to him until the end of the term of his contract (absent an intervening change in control or termination of employment), and, through ownership of a significant number of shares, further align his interests with those of our stockholders.

Role of the Compensation Committee

Our Compensation Committee (referred to in this Compensation Discussion and Analysis as the “Committee”) operates pursuant to a written charter, a copy of which is posted on the Investor Relations section of our website, http://corporate.discovery.com. The Committee is responsible for developing, implementing and regularly reviewing adherence to our compensation philosophy. In the course of fulfilling these responsibilities, the Committee:

 

   

regularly reviews best practices and market trends in executive compensation and modifies our programs to support Discovery’s business goals and strategies;

 

   

conducts annual risk assessments of our compensation programs;

 

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aligns compensation decisions with our corporate objectives and strategies;

 

   

reviews and approves the amounts and elements of compensation and the terms of new employment agreements or extensions to existing employment agreements for our CEO and other NEOs, other executive officers and certain other key employees; and

 

   

approves the annual quantitative and qualitative goals relevant to the compensation of our CEO, and the bonus design and metrics for our NEOs and other executive officers.

The Committee regularly consults with the Board regarding compensation decisions for the CEO, and with the CEO regarding compensation decisions for the other NEOs.

Role of the CEO in Compensation Decisions

The CEO plays a significant role in the compensation decisions for the NEOs other than himself. The CEO makes annual recommendations to the Committee regarding base salary, annual cash bonus, and long-term incentive awards for each of his direct reports, including the other NEOs. The CEO also recommends to the Committee proposed terms of new employment agreements and amendments to existing agreements for the other NEOs, working closely with Adria Alpert Romm, our Chief Human Resources and Global Diversity Officer, to develop these recommendations. The CEO’s recommendations are based on:

 

   

his assessment of qualitative and quantitative factors, generally including the executive’s annual and long-term performance;

 

   

the performance of Discovery, as well as the department or group that the executive leads;

 

   

the executive’s compensation relative to that of our other executives (internal equity);

 

   

the executive’s compensation relative to that of executives in similar roles in the companies in our peer group (external competitiveness);

 

   

our overall approach to compensation for employees for the year;

 

   

achievement of applicable annual performance goals; and

 

   

contractual obligations under the individual’s employment agreement.

The CEO also provides the Committee with proposed goals for himself. The Committee reviews and modifies these goals to ensure that they align with the approved strategies and priorities set by the Board and then discusses the revised goals with the CEO, including the weightings to reinforce which goals have the greatest priorities for the year. The degrees to which the CEO achieves the goals are used, in part, to determine the annual bonus of the CEO. The CEO provides his own assessment of his performance and achievement of goals, but does not otherwise participate in the Committee’s deliberations or decisions regarding his compensation.

Relationship with and Role of the Compensation Consultant

The Committee has retained an independent compensation consultant, The Croner Company (“Croner”), to advise it on compensation matters generally and specifically on compensation decisions for our executive officers. Croner is retained directly by, and reports to, the Committee. Croner attended seven of the nine Committee meetings held in 2017. Croner assisted the Committee by providing the following services, among others:

 

   

assisting in peer group selection and competitive benchmarking for executive officers and other senior executives used in the annual salary review, bonus and long-term incentive decisions;

 

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advising the Committee on competitive practices, including executive compensation trends, performance measures, and annual cash bonus and long-term incentive plan designs;

 

   

advising on employee equity grants, executive employment agreements and other executive compensation matters;

 

   

assisting the Committee with the periodic review of its charter;

 

   

providing an evaluation and assessment of risk in compensation program design, policies and procedures;

 

   

reviewing this Compensation Discussion and Analysis; and

 

   

benchmarking director compensation for Board and committee service.

Prior to being engaged by the Committee, Croner historically had provided compensation survey data to the Company and performed custom surveys on industry compensation practices. In 2011, the Committee adopted a Compensation Consultant Independence Policy to address the ongoing need for this survey work and to determine the process under which work by Croner for the Company would be permitted. The Committee authorized Croner to provide survey services to management of up to $60,000 per year. Non-survey work, or survey work that exceeds $60,000 in the aggregate in a single year, requires pre-approval by the Committee. In 2017, the only services provided by Croner to management were the pre-authorized survey services. Total fees paid to Croner by Discovery in 2017 (other than fees for Croner’s services to the Committee) were less than $10,000.

The Committee annually reviews its relationship with Croner as an independent compensation consultant to determine if Croner has any conflict of interest in its services to the Committee. In the 2017 review, after considering the factors set forth in the applicable securities regulations and stock exchange rules, the Committee concluded that Croner did not have a conflict of interest with respect to the services it provides to the Committee. The Committee’s conclusion was based on the following:

 

   

Croner reports solely to the Committee. Discovery’s management is not involved in the negotiation of fees charged by Croner or in the determination of the scope of work performed by Croner. The Committee has the sole authority to hire and terminate the independent compensation consultant;

 

   

there are no business or personal relationships between Croner and any member of the Committee or any executive officer of the Company;

 

   

the Committee has a Compensation Consultant Independence Policy to address limited survey work performed by Croner for the Company, and any other non-survey services that are proposed to be performed by Croner for the Company;

 

   

the survey work performed by Croner was very limited, and no non-survey work was performed (other than Croner’s services for the Committee);

 

   

according to data provided by Croner, revenue from Discovery (other than fees for Croner’s services to the Committee) represented less than 1% of Croner’s total revenue for each of fiscal years 2013, 2014, 2015, 2016, and 2017;

 

   

Croner disclosed its conflicts of interest policy to the Committee. The Committee believes that this policy provides reasonable assurance that conflicts of interest with Croner will not arise; and

 

   

Croner has represented to the Committee that, per its conflicts of interest policy, neither Croner nor any Croner employee is a stockholder of Discovery.

Compensation Philosophy

Discovery’s compensation philosophy is to pay for performance, to encourage excellence and to reward executives who deliver. Our programs are designed to provide above-median total direct compensation when our

 

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executives deliver above-median performance, as evaluated against both internally set objectives and the peer group companies. We value fixed-term employment agreements when appropriate, and, in 2017, each of our NEOs was subject to a fixed-term employment agreement, as further described in “Executive Compensation—Executive Compensation Arrangements,” below. The terms of these agreements generally incorporate initial compensation elements, including an initial base salary, annual cash bonus target, and “sign on” or contract renewal equity awards. The Committee approves the terms of employment agreements consistent with our overall compensation philosophy, taking into account appropriate compensation elements to secure the services of our senior executives for multi-year terms. The Committee also assesses the elements of transition and separation agreements to determine what is needed to ensure a smooth transition, as was the case in the transition agreement entered into in connection with Mr. Warren’s separation.

Discovery’s compensation programs are designed to implement its pay for performance compensation philosophy, as follows:

 

   

ensure a strong alignment of the interests of Discovery’s stockholders, employees, and the Company;

 

   

pay for performance, both short-term and long-term;

 

   

pay competitively, across salary grades and geographies; and

 

   

apply compensation policies in an internally consistent manner.

As part of this design, the Committee is regularly provided with information regarding the program design, bonus targets and equity grant guidelines for our employees throughout the Company. The Committee reviews the results of the annual bonus and equity grant processes to assess whether the Company is implementing our pay for performance philosophy. The Committee determines the group of executives over which it will retain oversight, and includes senior executives other than Discovery’s NEOs in those reviews.

Elements of Compensation

Total direct compensation for each NEO consists of three basic components:

 

Element of Compensation

  

Key Features

  

Purpose

Base Salary    Fixed annual cash amount, generally reviewed annually.    Provide base salaries that are competitive to attract and retain high-performing executive talent. A competitive base salary is an important component of compensation providing a degree of financial stability for executives. Base salaries also form the basis for calculating other compensation opportunities, including, for example, the target amount of each NEO’s annual cash bonus as a percentage of base salary.
Annual Cash Bonus    Each NEO has a target bonus opportunity, set as a percentage of base salary (or in Mr. Zaslav’s case, as a specified dollar value). The actual amount paid/awarded for each year varies based on Company and individual performance.    Deliver a substantial portion of total direct compensation in annual cash bonus awards that are aligned with Company and individual performance to focus our executives on our financial and operational goals. Ensure that our compensation mix remains competitive with our labor market. We generally set bonus targets as a percentage of base salary so that this performance-based element remains a similar proportion to the fixed base salary and the value of the bonus target automatically adjusts as salary adjustments are made.

 

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Element of Compensation

  

Key Features

  

Purpose

Long-Term Incentive Awards   

 

Annual equity and equity-type awards, in the form of non-qualified stock options, performance-based restricted stock units, restricted stock units and stock appreciation rights. Each type of award instrument generally vests in tranches over multiple years.

  

 

Deliver a substantial portion of an executive’s total direct compensation in equity or equity-type awards to align our executives’ interests with those of our stockholders. We use long-term incentive awards as a tool to encourage an executive to enter into a new employment agreement or extend an existing agreement.

 

_____________

 

Awards of Stock Appreciation Rights (“SARs”) to our CEO align the CEO’s interests to those of our stockholders by tying the amount paid out (if any) directly to the increase in our stock price (if any) during the measurement period.

 

_____________

 

Performance-based Restricted Stock Units (“PRSUs”) incent our NEOs to achieve longer-term Company financial goals that are expected to lead to increased stockholder value. The multi-year service requirements also serve as a retention tool. Both the financial metrics and the longer-term vesting schedules are designed to discourage excessive risk-taking.

 

_____________

 

Restricted stock units (“RSUs”) also may be used in certain contract renewals, and the multi-year service requirements serve as a retention tool. In early 2018, the Committee determined to use RSUs in lieu of PRSUs for the annual awards made in February 2018 to NEOs other than Mr. Zaslav. This change in practice is further discussed in “Changes to Executive Compensation Programs and Arrangements in 2018,” below.

 

_____________

 

The Committee has adopted executive stock ownership guidelines (discussed below) and implemented more extensive holding and share purchase requirements for the CEO under his 2014 agreement. These provisions are designed to further align the interests of our NEOs with those of our stockholders.

Performance-Based Pay

The Committee seeks to deliver the majority of target total direct compensation for each NEO in performance-based pay, with the balance between the annual cash bonus and long-term incentive awards determined by the Committee as appropriate for each role. More than 75% of the total direct compensation for each NEO other than Messrs. Warren and Wiedenfels for 2017 was performance-based. Mr. Warren announced his intention to separate from the Company in February 2016 and the Committee did not approve a long-term incentive award for him in 2017. Mr. Wiedenfels joined the Company in April 2017 and received a new hire award that included time-based RSUs; Mr. Wiedenfels did not participate in the annual long-term incentive award cycle in 2017. These factors resulted in a lower proportion of performance-based compensation for these two executives for 2017.

 

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We believe the mix of compensation for our NEOs is competitive with the compensation practices specific to our industry and appropriately balanced to benefit the Company in both the short- and long-term so as not to encourage our NEOs to take undue risks. Annual cash bonus awards are more fully described in “—2017 Compensation Decisions—Annual Cash Bonus Awards,” below, and our long-term incentive compensation programs are more fully described in “—2017 Compensation Decisions—Long-Term Incentive Compensation,” below.

Compensation Decisions Framework

The Committee generally makes decisions in the first 90 days of the calendar year regarding annual adjustments to base salary (“Annual Base Salary Review”), the payout amount for annual cash bonus awards with respect to the immediately preceding year (“Annual Bonus Review”), and annual long-term incentive (“LTI”) awards (“Annual LTI Review”) for our executive officers. This annual process includes a review of the following factors, designed to align the Committee’s compensation actions with our compensation principles and objectives:

 

   

executive compensation market data from the Company’s peer group (discussed below);

 

   

relevant employment contract requirements;

 

   

self-evaluation of each NEO’s annual performance;

 

   

the CEO’s evaluation of each NEO’s annual performance (other than Mr. Zaslav himself);

 

   

achievement of annual quantitative goals for the Incentive Compensation Plan (“ICP”), the annual cash bonus program that applies to the NEOs other than the CEO;

 

   

achievement of quantitative and qualitative goals that are set by the Committee each year for the annual bonus for the CEO; and

 

   

Discovery’s Total Shareholder Return (“TSR”) and other comparative financial measures relative to the peer companies, as discussed below.

These factors are considered as a whole, with no specific weight given to any particular factor or factors.

Additional detail about the factors considered in the Committee’s compensation decisions is below.

Peer Group Analysis and Comparative Financial Review

The Committee annually reviews data from a group of publicly-traded peer companies to support compensation decisions for the NEOs. The peer companies are chosen to best match our Company’s scope of business in terms of revenues, free cash flow, market capitalization and enterprise value, complexity of operations and global scope, as well as proximity to the sectors of the media and entertainment industry in which we operate. The peer group also represents meaningful competition for us in the executive labor market. The Committee reassesses this list annually and considers the inclusion of new, relevant peers, and the elimination of companies from the peer group that no longer provide a strong basis for comparison (including removing peers that have been acquired or otherwise materially have changed their corporate structure). The Committee used the following peer group for compensation decisions made in December 2016 and 2017 (the “2017 Peer Group”) after concluding that the group provided a good mix of companies with a strong focus on content and international reach:

21st Century Fox

AMC Networks Inc.

CBS Corporation

Charter Communications, Inc.

Netflix, Inc.

Scripps Networks Interactive, Inc.

Time Warner Inc.

Viacom Inc.

 

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The Committee considered market data from the 2017 Peer Group in the Annual Base Salary Review and Annual LTI Review, and used this data in determining base salary adjustments and long-term incentive awards as applicable for Messrs. Campbell, Guagliardo, Perrette and Warren. With respect to Mr. Zaslav, his employment agreement provided that he was not eligible for a base salary increase in 2017, and specified the amount of his LTI award.

The Committee also reviewed data from international companies, in an effort to identify relevant market data for Mr. Perrette’s role as leader of our international division. The Committee reviewed a group of media and content companies publicly traded in the UK and determined that a mix of traditional media, broadcasting, and publishing companies would be relevant comparators. The Committee selected WPP Group, Sky PLC, RELX Group, Pearson, ITV PLC, Informa, and UBM (the “International Peers”) to serve as a reference point in assessing Mr. Perrette’s compensation and reviewed compensation data for the CEOs of that group, applying a 30% discount to factor in Mr. Perrette’s role as a division president rather than CEO of a standalone entity. The Committee determined that 30% was a reasonable amount to discount the market data given the difference between leading a division and a company as a whole.

Mr. Wiedenfels joined the Company on April 1, 2017, pursuant to an employment agreement that was executed in September 2016. Mr. Wiedenfels was not considered in the Annual Base Salary Review or Annual LTI Review in 2017. The Committee reviewed market data in assessing the compensation terms in Mr. Wiedenfels’ employment agreement, using data from the peer group in effect at that time (the “2016 Peer Group”). The 2016 Peer Group consisted of:

AMC Networks Inc.

Cablevision Systems Corporation

CBS Corporation

Charter Communications, Inc.

DIRECTV

Netflix, Inc.

Scripps Networks Interactive, Inc.

Viacom Inc.

Yahoo, Inc.

In September 2016, after determining the compensation terms for Mr. Wiedenfels, the Committee assessed the 2016 Peer Group to address the merger of DIRECTV with AT&T and the acquisitions of Yahoo, Inc. and Cablevision Systems Corporation. The Committee determined to remove these three companies from the peer group and added Time Warner Inc. and 21st Century Fox, both of which are global media companies and competitors in the market for executive talent. This resulted in the 2017 Peer Group, described above.

Each year, the Committee reviews comparative TSR and other financial measures for the peer group. In December 2016, the Committee reviewed revenue, Adjusted OIBDA, free cash flow, enterprise value, earnings per share and TSR for the Company (the “Comparative Financial Measures”) as compared to the applicable peer group. The Committee conducted this review in December 2016, in preparation for the 2017 Annual Base Salary Review, Annual Bonus Review, and Annual LTI Review, and in December 2017 for the 2018 reviews. In December 2016, the Committee assessed performance against the 2017 Peer Group, and again in December 2017. In both reviews, the Committee concluded that the Company had performed at or above the median of the relevant peer group for operational metrics but lagged peers in measures related to stock price.

 

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Comparative Financial Measures Reviewed in December 2016

 

    Affiliate
Revenues
    Advertising
Revenues
    Total
Revenues
    Adjusted
OIBDA
    Free Cash
Flow
    Enterprise
Value
    Earnings
Per Share
    TSR  
    CAGR(1)     CAGR(1)     CAGR(1)     CAGR(1)     CAGR(1)     CAGR(1)     CAGR(1)     3
Year
 

Median (excluding Discovery)

    7.5     .7     2.5     0     .9     -6.2     6.2     -17.5

Discovery Communications, Inc.

    7.8     2.8     5.3     0     5.0     -15.1     6.4     -38.3

Discovery Percentile Rank Among Peers

    52     63     56     50     66     6     51     8

 

(1) CAGR = Compound Annual Growth Rate. Utilizes December 31, 2013 data for starting data point and TTM for the end data point. TTM = Trailing Twelve Months (October 1, 2015 – September 30, 2016). TTM was utilized because year end 2016 data was not yet available.

Comparative Financial Measures Reviewed in December 2017

 

    Affiliate
Revenues
    Advertising
Revenues
    Total
Revenues
    Adjusted
OIBDA
    Free Cash
Flow
    Enterprise
Value
    Earnings
Per Share
    TSR  
    CAGR(1)     CAGR(1)     CAGR(1)     CAGR(1)     CAGR(1)     CAGR(1)     CAGR(1)     3
Year
 

Median (excluding Discovery)

    6.6     1.7     8.9     2.3     6.9     4.2     6.6     10.1

Discovery Communications, Inc.

    6     -1     2.2     .2     9.9     -12.2     4.9     -45.1

Discovery Percentile Rank Among Peers

    33     18     32     48     56     6     48     5

 

(1) CAGR = Compound Annual Growth Rate. Utilizes December 31, 2014 data for starting data point and TTM for the end data point. TTM = Trailing Twelve Months (October 1, 2016 – September 30, 2017). TTM was utilized because year end 2017 data was not yet available.

The Committee used these reviews as a reference in determining that it was appropriate to make equity awards in the 2017 Annual LTI Review and in determining not to adjust downward, in accordance with their terms, the payout amount of PRSU awards made to Messrs. Campbell and Perrette in February 2015 that vested in February 2018. The CEO’s recommendations to the Committee, and the Committee’s approvals, factored in the results of the review in generally reducing the performance pool amounts for the 2017 bonus in consideration of the Company’s performance against some of the Comparative Financial Measures.

Target Pay Positioning

The Committee generally targets executive compensation to be between the median and 75th percentile of the compensation paid by our peer group companies, identified above under “—Peer Group Analysis.” The Committee uses the applicable peer group benchmark and survey data as a reference rather than as a strict guide for compensation decisions and retains flexibility in setting individual target total direct compensation.

In December 2016 and again in February 2017, the Committee reviewed market data for each NEO, except Mr. Wiedenfels, as compared to our 2017 peer group with respect to 2016 total direct compensation, both at target and actual, spreading the value of any one-time contractual equity award over the term of the applicable contract. In this review, the Committee compared each executive’s compensation to that of the corresponding

 

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position in the applicable peer group. The Committee undertook the review in setting total direct compensation for 2017, and at that time, the comparison to our peer group was as follows:

 

NEO

  

Target Pay Against 2017 Peer Group

(Before 2017

Compensation Actions)

  

Actual Pay Against 2017 Peer Group

(Before 2017

Compensation Actions)

Mr. Zaslav

   Above 75th percentile    Above 75th percentile

Mr. Campbell

   At median    Between median and 75th

Mr. Perrette

   Between median and 75th    Between median and 75th

Mr. Guagliardo

   Above 75th percentile    Above 75th percentile

Mr. Warren

   Below 25th percentile    Below 25th percentile

Tally Sheets

The Committee regularly reviews tally sheets prepared for each of the NEOs to allow consideration of both current and historical compensation. The tally sheets allow the Committee to review an integrated snapshot of the individual and aggregated elements of each NEO’s compensation.

Tax Deductibility of Executive Compensation

Section 162(m) of the Internal Revenue Code of 1986 (“Section 162(m)”) generally limits to $1 million the U.S. federal income tax deductibility of compensation paid in one year to “covered employees.” Performance-based compensation paid through calendar year 2017 was not subject to the limits on deductibility of Section 162(m), provided such compensation met specified requirements, including shareholder approval of material terms of compensation. Deductibility of performance-based compensation under Section 162(m) was eliminated by the Tax Cuts and Jobs Act of 2017 effective January 1, 2018, subject to transition rules. In addition, the definition of “covered employees” under Section 162(m) was amended to expand the definition of “covered employees.” As such, effective January 1, 2018 “covered employees” include any person who was the chief executive officer or chief financial officer at any time during the tax year, as well as the next three most highly paid NEOs as of the last day of the taxable year. In addition, any person who was a covered employee as of January 1, 2017 or becomes a covered employee thereafter will remain a covered employee in perpetuity.

As a result, for taxable years beginning after December 31, 2017, all compensation in excess of $1 million paid to each of the executives described above (other than certain grandfathered compensation) will not be deductible by us. The Committee considers tax deductibility in making compensation decisions, to the extent deductibility is reasonably practicable and consistent with our other compensation objectives. These considerations were a factor in determining the general long-term incentive program for our senior executives and the use of PRSU and SAR awards for our senior executives, and the change in law was a factor in the Committee’s determining to make awards of RSUs to NEOs other than the CEO in the February 2018 Annual LTI Review, as further discussed in “Changes to Executive Compensation Programs and Arrangements in 2018,” below. The Committee continues to believe that shareholder interests are best served by not restricting its discretion and flexibility in structuring compensation programs, even though such programs will result in non-deductible compensation expenses.

NEO Responsibilities and Accomplishments

Company performance and/or individual achievements play a strong role in many of the compensation decisions for our NEOs, as further described below. The Committee considered Discovery’s overall strong results, as well as each of the NEOs’ responsibilities and 2017 accomplishments in making compensation decisions. We have summarized each NEO’s overall performance and accomplishments below.

 

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Mr. Zaslav: Mr. Zaslav serves as CEO and reports directly to the Board. In 2017, Mr. Zaslav led the Company in achieving our overall strong performance. In addition to operating performance, other significant accomplishments included significantly increasing ad-supported direct-to-consumer streaming in our U.S. GO applications and the ProSieben joint venture in Germany; driving strong ratings in our TLC, Investigation Discovery, and OWN networks; negotiating the Scripps transaction, which closed in March 2018; and driving growth in our international business through investments in sports rights.

Mr. Wiedenfels: Mr. Wiedenfels is our Chief Financial Officer and reports to our CEO. Mr. Wiedenfels joined the Company on April 1, 2017 and made strong contributions in 2017, building key relationships internally and externally, establishing himself as a trusted advisor to the leadership team and the Board, and making key contributions to the negotiation of the Scripps transaction and the integration planning process.

Mr. Campbell: Mr. Campbell is our Chief Development, Distribution & Legal Officer and reports to our CEO. Mr. Campbell successfully led a number of significant acquisitions and other transactions and investments in 2017, including the Scripps transaction and the formation of the MotorTrend joint venture. Mr. Campbell also led our Domestic Distribution division in 2017, with strong renewals of key affiliate agreements and expanding carriage for our bundle of channels onto new platforms. Mr. Campbell also provided outstanding legal support for the Company and leadership of business affairs, production management, and our internal studios.

Mr. Perrette: Mr. Perrette serves as CEO and President of Discovery Networks International and reports to our CEO. Mr. Perrette drove strong performance and long-term value in our international division in 2017, including investment in digital businesses, negotiation of important affiliate agreement renewals, and effective cost management. Mr. Perrette drove robust operational planning for distribution of the Olympic Games in Europe beginning in February 2018. In addition, Mr. Perrette was a key leader in the negotiation of strategic sports rights acquisitions and sublicenses in international markets.

Mr. Guagliardo: Mr. Guagliardo was our Chief Commercial Officer until December 31, 2017 and reported to our CEO. Mr. Guagliardo delivered strong performance in 2017 in support of our U.S. Digital Media, Advertising Sales, and licensing businesses.

Mr. Warren: Until March 31, 2017, Mr. Warren was our CFO, reporting to our CEO. Mr. Warren made solid contributions in 2017, including managing the transition to a new CFO.

2017 Compensation Decisions

The following chart summarizes the compensation decisions for 2017 with respect to each NEO’s base salary, annual cash bonus and long-term incentive awards, other than Mr. Wiedenfels. Detailed discussion of the decisions made with respect to each element is contained in the discussion immediately below the chart.

 

Element of Compensation

  

2017 Compensation Decisions

Base Salary   

Maintained base salary for Mr. Zaslav, consistent with the terms of his employment agreement, which keeps his base salary the same for its six-year term.

 

Increased base salary for Messrs. Campbell, Guagliardo and Perrette in the 2017 Annual Base Salary Review described above.

 

Maintained Mr. Warren’s base salary, consistent with the terms of his employment agreement as amended in light of his transition.

 

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Element of Compensation

  

2017 Compensation Decisions

Annual Cash Bonus    Paid annual bonuses to each of the NEOs, under a program originally designed to exempt the bonus from the deduction limits of the then-applicable provisions of Section 162(m), in the Annual Bonus Review (see discussion above under “Tax Deductibility of Executive Compensation”). The bonus payouts reflected strong Company performance in 2017, as well as the assessment of each NEO’s individual performance.
Long-Term Incentive Awards   

Awarded SARs and PRSUs to Mr. Zaslav, in amounts as agreed in his employment agreement.

 

Awarded stock options and PRSUs to Messrs. Campbell, Guagliardo and Perrette in the Annual LTI Review described above.

 

Awarded stock options and RSUs to Mr. Wiedenfels, in amounts as agreed for the new hire awards under his employment agreement.

 

Did not make an equity award to Mr. Warren, given his decision to leave the Company.

Base Salary

Mr. Zaslav: Under the terms of Mr. Zaslav’s agreement, Mr. Zaslav’s base salary was set at $3 million for 2014 and remains the same for the remainder of the six-year term of the agreement. The employment agreement is further described in “Executive Compensation—Executive Compensation Arrangements,” below.

Mr. Campbell: The Committee increased Mr. Campbell’s base salary by 3%, to $1,599,075 in the 2017 Annual Base Salary Review. The Committee based this decision on the CEO’s recommendation and Mr. Campbell’s strong performance, with reference to the 2017 Peer Group market data.

Mr. Perrette: The Committee increased Mr. Perrette’s base salary by 3% to £1,210,250 in the 2017 Annual Base Salary Review. The Committee based this decision on the CEO’s recommendation and Mr. Perrette’s strong performance, with reference to the 2017 Peer Group market data.

Mr. Guagliardo: The Committee increased Mr. Guagliardo’s base salary by 4% to $1,456,000 in the 2017 Annual Base Salary Review. The Committee based this decision on the CEO’s recommendation, Mr. Guagliardo’s strong performance and the exceptional performance of the divisions he led, with reference to the 2017 Peer Group market data.

The Committee did not increase Mr. Warren’s base salary in the 2017 Annual Base Salary Review, consistent with the terms of his employment agreement and due to his impending separation. For more information about Mr. Warren’s employment agreement and separation agreement, please see “Executive Compensation—Executive Compensation Arrangements,” below.

Annual Cash Bonus Awards

We made annual cash bonus awards to each of the NEOs with respect to 2017 in the Annual Bonus Review in February 2018. The annual bonus target amount for each NEO other than Mr. Zaslav is set as a percentage of base salary. This percentage generally is set in the negotiation of each executive’s employment agreement and is determined by the Committee based on external market data, internal equity, and, if the executive is leaving other employment to join our Company, an assessment of what level of compensation is needed to encourage the individual to accept our offer of employment. If an executive works only part of the year, the bonus amount generally is subject to proration based the period of employment; the bonus amounts for 2017 for Messrs. Warren and Wiedenfels both were prorated based on their service in 2017.

 

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Each of the NEOs other than Mr. Zaslav participated in the ICP in 2017, our annual bonus plan that applies broadly to employees around the world. As discussed below, the determination of the actual cash bonus under the ICP is based on achievement of annual financial targets and individual performance, as applied to the target value.

The bonus structure for Mr. Zaslav was designed by the Committee to meet specific objectives. As discussed below, the annual bonus for the CEO is based 50% on achievement of financial targets and 50% on qualitative goals. Unlike the ICP design, which is calculated first based on performance against financial measures and then finalized based on an assessment of individual performance, the bonus for Mr. Zaslav is based 50% on qualitative goals determined without reference to the Company’s performance against financial targets. Given the CEO’s role in setting the annual financial targets used for the ICP, the Committee concluded that it would be appropriate to have a substantial part of his bonus based on separate qualitative measures.

This combination of financial targets and qualitative goals allows the Committee to incentivize and reward appropriate setting of financial targets by the CEO (and as needed, the CFO); the Committee adopted this design as a result of its ongoing risk assessment of our executive compensation programs.

The annual bonus target may be changed in the course of an executive’s employment or in the negotiation of a new or extended employment agreement. The following chart summarizes the 2017 bonus target amount and actual payout for each NEO:

 

NEO

 

2017 Target Amount

 

2017 Metrics

 

2017 Bonus Award

David M. Zaslav,

CEO

 

$8.4 million

 

(equivalent of 280% of base salary)

 

50% qualitative goals

 

50% quantitative goals

  $8,141,565, based on achievement of 99.9% of the quantitative goals and 94% of the qualitative goals. The aggregate payout amount was 97% of target after application of the Committee’s downward discretion.

Gunnar Wiedenfels,

CFO

 

$994,520

 

120% of prorated base salary

 

100% ICP calculation

 

100% of ICP assigned to achievement of Company-wide financial metrics

 

Individual performance factored into ICP calculation with allocation of performance pool

  $1,570,378, based on calculation of the ICP payout. ICP calculation based on Company performance and allocation of the performance pool. The aggregate payout amount was 158% of target, reflecting Mr. Wiedenfels’ strong individual performance and contributions in 2017.

Bruce L. Campbell,

Chief Development, Distribution & Legal Officer

 

$2,078,798

 

130% of base salary

 

100% ICP calculation

 

100% of ICP assigned to achievement of Company-wide financial metrics

 

Individual performance factored into ICP calculation with allocation of performance pool

  $3,307,846, based on calculation of the ICP payout. ICP calculation based on Company performance and allocation of the performance pool. The aggregate payout amount was 159% of target, reflecting Mr. Campbell’s strong individual performance and contributions in 2017.

 

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NEO

 

2017 Target Amount

 

2017 Metrics

 

2017 Bonus Award

Jean-Briac Perrette,

President and Chief Executive Officer, Discovery

Networks International

 

£1,815,375

 

150% of base salary

 

100% ICP calculation

 

60% of ICP assigned to achievement of international division financial metrics

 

20% of ICP assigned to Eurosport Digital

 

20% of ICP assigned to Company-wide financial metrics

 

Individual performance factored into ICP calculation and allocation of performance pool

  £2,238,214, based on calculation of the ICP payout. ICP calculation based on Company and international division performance and allocation of the performance pool. The aggregate payout amount was 123% of target, reflecting Mr. Perrette’s impactful contributions and individual performance in 2017.

Paul Guagliardo,

Former Chief Commercial Officer

 

$1,674,400

 

115% of base salary

 

100% ICP calculation

 

40% of ICP assigned to U.S. Advertising Sales line of business

 

20% of ICP assigned to U.S. Digital Media line of business

 

20% of ICP assigned to Eurosport Digital

 

20% of ICP assigned to Company-wide financial metrics

 

Individual performance factored into ICP calculation with allocation of performance pool

  $1,674,400, based on calculation of the ICP payout. ICP calculation based on Company performance and allocation of the performance pool. The aggregate payout amount was 100% of target, consistent with the terms of Mr. Guagliardo’s separation agreement.

Andrew Warren,

Former CFO

 

$358,102

 

120% of prorated base salary

 

100% ICP calculation

 

100% of ICP assigned to achievement of Company-wide financial metrics

 

  $367,412, based on an aggregate payout percentage of 103% of target. Under the terms of Mr. Warren’s employment agreement (as amended to address his transition) and separation agreement, he was entitled to a prorated 2017 annual bonus payout.

Annual bonus compensation for the NEOs is paid under the Discovery Communications, Inc. 2013 Incentive Plan (the “2013 Incentive Plan”) and has been intended to qualify as performance-based compensation under Section 162(m). At the beginning of 2017, the Committee set Adjusted OIBDA as the Company’s performance criterion and established a maximum annual bonus amount for each NEO and certain other senior executives as the initial step in structuring the bonus awards as performance-based under Section 162(m). If the

 

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performance criterion for the year is met, the actual bonus award for each NEO is subject to the Committee’s negative discretion (“downward discretion”). Mr. Zaslav’s annual bonus opportunity was capped at a maximum of 300% of base salary, and each of the remaining NEOs’ annual bonus opportunity was capped at a maximum of 250% of base salary. As discussed above under “Tax Deductibility of Executive Compensation,” the performance-based exception from Section 162(m) does not apply to years beginning after December 31, 2017, and any payments for prior years made after December 31, 2017 will be deductible under the amended Section 162(m) only in accordance with “grandfathering” rules for which only limited guidance is currently available.

The Committee exercises its downward discretion based on each executive’s individual performance and Company performance, calculated against target bonus amounts for each executive that are expressed as a percentage of base salary. With respect to Mr. Zaslav, the Committee considered the achievement of quantitative and qualitative goals set by the Committee. For the remaining NEOs, the Committee considered the achievement of the applicable financial metrics of the ICP and their individual performance. Finally, with respect to Mr. Warren, the Committee considered the requirements of his employment agreement.

For 2017, the Committee set the performance threshold at $1,241 million of Adjusted OIBDA for purposes of determining eligibility to receive payouts of the annual cash bonus opportunity for all NEOs.

In the Annual Bonus Review, the Committee determined that the Adjusted OIBDA performance threshold was met for 2017 and exercised its downward discretion to determine each NEO’s specific bonus payment amount as discussed below.

Annual Cash Bonus Awards for Mr. Zaslav

The annual cash bonus for Mr. Zaslav is based on achievement of Company financial and individual qualitative goals. The Committee approved goals for Mr. Zaslav in March 2017, with goals based 50% on quantitative financial achievement and 50% on qualitative goals related to individual accomplishments. This bonus design is intended to tie Mr. Zaslav’s annual bonus to overall Company performance as well as qualitative measures, to moderate the amount of the incentive based on purely financial measures. The Committee determined this was appropriate given Mr. Zaslav’s significant role in setting the Company’s annual plan based on these financial measures.

The quantitative goals were based on:

 

   

Net Revenue;

 

   

Adjusted Free Cash Flow (as defined in the next table); and

 

   

Further Adjusted OIBDA (as defined in the next table).

The Committee determined that including all three measures was appropriate for the CEO given the scope of his responsibilities and direct impact on resource allocation decisions.

The Committee annually reviews potential adjustments to performance against these measures. The principle applied in deriving the adjustments is to ensure that the calculation reflects the impact of operational decisions taken by management, excludes the impact of events over which management has little or no influence, and excludes the impact of items that were not considered at the time the targets were set. Adjustments for currency fluctuations are made to ensure that the results are currency-neutral. The Committee groups adjustments into three categories:

 

   

unplanned acquisitions and divestitures (and related expenses and revenues);

 

   

unplanned programming or new business investments; and

 

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corporate transactions and legal expenses (including corporate debt transactions, accounting or legal changes that resulted in unforeseen changes, and significant legal and consulting fees for unbudgeted matters).

The table below provides the definition of each of the three financial metrics and describes at a high level the 2017 adjustments:

 

Financial Metric

  

Definition

  

2017 Adjustments

Net Revenue    Revenue from ordinary business operations.    Adjustments in the following two areas: acquisitions (and related expenses), based on international and domestic acquisitions and divestitures in 2017, and unplanned new programming or new business investments (including adjustments for unplanned investment in kids programming on digital platforms and unbudgeted revenue in licensing content on new platforms).
Adjusted Free Cash Flow   

Cash provided by operations less acquisitions of property and equipment, adjusted for long-term incentive payments.

  

Adjustments on the same bases described above, as well as adjustments for reclassification of debt refinancing costs, restructuring activities and legal fees incurred in several litigation and compliance matters.

Further Adjusted OIBDA   

Revenues less costs of revenues and selling, general and administrative expenses excluding: (i) mark-to-market share-based compensation, (ii) depreciation and amortization, (iii) amortization of deferred launch incentives, (iv) exit and restructuring charges, (v) impairment charges and (vi) gains (losses) on business and asset dispositions.

  

Adjustments on the same bases described above for Adjusted Free Cash Flow.

The quantitative goals were weighted to reflect equal emphasis on the three measures. The Committee approved the targets in early 2017. For 2017, the quantitative targets, weighting and results were:

 

     Weighting   Threshold    Target    Actual
Achievement

Net Revenue ($ in millions)

       33.3 %     $ 5,412      $ 6,765      $ 6,759

Adjusted Free Cash Flow ($ in millions)

       33.3 %     $ 1,098      $ 1,372      $ 1,541

Further Adjusted OIBDA ($ in millions)

       33.3 %     $ 1,985      $ 2,481      $ 2,605

The Committee set the individual qualitative goals for Mr. Zaslav related to areas of strategic priority for the Company. The Committee sets new goals each year based on the changing priorities of the Company, and there is significant variation from year to year in annual goals and weighting. For 2017, Mr. Zaslav’s qualitative goals, with weighting, were to:

 

   

outperform peers in growth across domestic and international networks, drive strategic allocation of assets for long term growth and return on investment and further develop and curate viewer allegiance to our networks worldwide (20%);

 

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drive revenue through strong affiliate sales on cable, free to air, and digital platforms to outperform domestic and international peers (20%);

 

   

further develop and integrate our overall digital and “over the top” strategy (15%);

 

   

drive international expansion, growing Eurosport and local markets (20%);

 

   

drive strong Olympics deals across Europe and prepare plan for Olympic coverage on all platforms (15%); and

 

   

develop robust succession plans for key operational roles, while continuing to attract, retain, mentor and reward exceptional talent (10%).

The weighting was based on the Committee’s determination of the relative priority of each of these goals and reflects areas of focus for the year. The Committee historically has set Mr. Zaslav’s goals with a significant degree of “stretch” and has evaluated his achievement against the goals by requiring a significant degree of over-performance to meet the goal.

In early 2018, the Committee reviewed the achievement of these quantitative and qualitative goals, considering Mr. Zaslav’s self-assessment and the input of the Board. The Committee determined that the Company achieved 99.9% of the Net Revenue metric, 112% of the Adjusted Free Cash Flow metric, and 105% of the Further Adjusted OIBDA metric. The metrics were designed to provide 100% achievement only upon 100% performance for each of the three quantitative goals. The threshold for a payout was achievement of more than 80% of the metric (performance at 80% or less would result in no payout based on the scale), and for prorated payout for performance between 80% and 100% of the metrics. Based on the performance against the three metrics, the overall calculation of the payout amount was 99.8% of the target amount.

With respect to the qualitative goals, the Committee, in consultation with the Board, determined that Mr. Zaslav had achieved his qualitative goals at the 94% level.

Based on these assessments, the Committee certified achievement of the performance criteria and exercised its downward discretion from the maximum bonus to determine that a bonus payment of $8,141,565 to Mr. Zaslav (97% of the overall target amount, based on achievement of 99.9% of the quantitative and 94% of the qualitative goals) was appropriate.

Annual Cash Bonus Payments for Messrs. Wiedenfels, Campbell, Perrette, Guagliardo and Warren

The 2017 annual cash bonus for the remaining NEOs was based on the terms of the ICP. The ICP specifies various financial metrics depending on an employee’s role and business alignment. The financial metrics that applied to each executive’s bonus are reflected in the chart above.

The aggregate amount payable to an individual under the ICP is calculated by:

 

   

first, determining the target bonus of each employee (the pre-established percentage of the employee’s base salary);

 

   

second, establishing the amount payable due to the achievement of Discovery as a whole and any applicable line of business performance measures, as applied to the target bonus amount; and

 

   

third, adding to the total payout amount a specific dollar amount that is an allocation of the “performance pool.” The performance pool is a total amount of money that is available to allocate to high performers, with the amount available to allocate varying based on financial performance.

 

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The calculation of the amount of the ICP award for each of the participating NEOs was as follows:

(Base salary) X (Target bonus percentage) X (percentage based on achievement of applicable financial metrics)] + (allocation of any available performance pool funds based on individual performance)

Each of the NEOs other than the CEO was eligible to receive a portion of his bonus in the form of a performance pool component. The CEO recommended a performance pool award to each of the NEOs based on individual performance, as further described below.

2017 ICP, Paid in March 2018

In the first quarter of 2017, the Committee established threshold (20% payout), target (100% payout) and maximum (110% payout) amounts for each of the ICP financial metrics, a ceiling beyond which higher payments would only be made relating to such metric at the Committee’s discretion and a scale that determined the amount payable for achievement of results between the minimum and the over-achievement amounts.

The 2017 ICP performance targets for the Company as a whole are set forth in the following table:

 

Discovery Communications

   Weighting   Threshold    Target    Maximum    Actual
Achievement

Net Revenue ($ in millions)

       40 %     $ 6,089      $ 6,765      $ 7,442      $ 6,759

Adjusted Free Cash Flow ($ in millions)

       60 %     $ 1,068      $ 1,372      $ 1,730      $ 1,541

The 2017 ICP performance targets for Discovery Networks International (the metric used for 60% of Mr. Perrette’s 2017 bonus) and Eurosport Digital (the metric used for 20% of Mr. Perrette’s 2017 bonus and 20% of Mr. Guagliardo’s 2017 bonus) are set forth in the following table:

 

Discovery Networks International

   Weighting   Threshold    Target    Maximum    Actual
Achievement

Net Revenue ($ in millions)

       30 %     $ 2,955      $ 3,283      $ 3,612      $ 3,186

Further Adjusted OIBDA ($ in millions)

       50 %     $ 646      $ 876      $ 1,106      $ 925

 

Eurosport Digital

   Weighting   Threshold    Target    Maximum    Actual
Achievement

Net Revenue ($ in millions)

       70 %     $ 35.6      $ 44.5      $ 53.4      $ 47.4

Further Adjusted OIBDA ($ in millions)

       30 %     $ -8.8      $ -0.8      $ 7.2      $ -8.7

The 2017 ICP performance targets for U.S. Advertising Sales (the metrics used for 40% of Mr. Guagliardo’s 2017 bonus) and U.S. Digital Media (the metric used for 20% of Mr. Guagliardo’s 2017 bonus) are set forth in the following table:

 

U.S. Advertising Sales

   Weighting   Threshold    Target    Maximum    Actual
Achievement

Net Revenue ($ in millions)

       70 %     $ 1,490      $ 1,655      $ 1,821      $ 1,727

Further Adjusted OIBDA ($ in millions)

       30 %     $ 1,388      $ 1,537      $ 1,686      $ 1,606

 

U.S. Digital Media

   Weighting   Threshold    Target    Maximum    Actual
Achievement

Net Revenue ($ in millions)

       70 %     $ 44      $ 55      $ 66      $ 80

Further Adjusted OIBDA ($ in millions)

       30 %     $ 0      $ 17      $ 33      $ 36

The Net Revenue and Adjusted Free Cash Flow measures for the Company-wide metrics are the same measures used with respect to the annual cash bonus for Mr. Zaslav, and were subject to the same adjustments

 

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discussed above. The Committee also adjusted the performance against the metrics for U.S. Advertising Sales and U.S. Digital Media, within the same categories used for the adjustments to the annual cash bonus for Mr. Zaslav.

In addition to the calculation of the ICP performance targets, the Committee determined whether to allocate performance pool amounts to each NEO other than the CEO. The performance pool has been available only if the Company met the threshold Section 162(m) performance criterion originally set for exemption from Section 162(m)’s deduction limits and allows the Committee to award up to the maximum bonus amount based on individual performance, through exercise of downward discretion.

The determination as to whether the 2017 financial performance measures were met was made in the Annual Bonus Review during the first quarter of 2018, following review of the full-year 2017 financial statements. Mr. Zaslav recommended a performance pool award to each of the NEOs other than himself. The Committee reviewed this recommendation, each of the NEOs’ self-assessment of individual performance for 2017, and Mr. Zaslav’s review of each executive’s 2017 performance. With respect to Mr. Warren’s prorated bonus, the Committee considered the CEO’s recommendation and its own assessment of Mr. Warren’s performance. The Committee certified achievement of the performance threshold and exercised its downward discretion from the maximum bonus to determine a bonus payment of $1,570,378 for Mr. Wiedenfels (158% of the target amount), $3,307,846 for Mr. Campbell (159% of the target amount), $1,674,400 for Mr. Guagliardo (100% of target amount), £2,238,214 for Mr. Perrette (123% of the target amount) and $367,412 for Mr. Warren (103% of the target amount). The bonus amounts for Messrs. Wiedenfels and Campbell included particular consideration of their contributions in entering into and supporting the pending acquisition of Scripps.

Please refer to the “Estimated Future Payouts Under Non-Equity Incentive Plan Awards” column of the Grants of Plan Based Awards Table for more information regarding the range of 2017 payouts available to these NEOs and the “Non-Equity Incentive Plan Compensation” column of the Summary Compensation Table for the actual amounts paid to them with respect to their 2017 awards.

Long-Term Incentive Compensation

We believe that delivering a substantial portion of an executive’s total direct compensation in equity or equity-type awards helps to align our executives’ interests with those of our stockholders. In 2017, we made long-term equity or equity-type awards to each of the NEOs, other than Mr. Warren, which we believe serves to focus their attention on increasing the Company’s value over time.

Annual LTI Review and New Hire/Contract Renewal Awards. The Committee generally considers LTI awards to the NEOs in two categories: annual awards, in the same process used for executive-level employees early each year in the Annual LTI Review, and special awards for newly-hired executives or in conjunction with the renewal of an existing fixed-term contract. The Committee made awards to Messrs. Campbell, Guagliardo and Perrette as part of the Annual LTI Review. With respect to the remaining NEOs:

Mr. Zaslav’s LTI awards for each year are specified in his employment agreement, although the Committee determines financial metrics for each performance-based award at the time the award is made. Mr. Zaslav’s 2017 LTI awards were consistent with his employment agreement (described in “Executive Compensation—Executive Compensation Arrangements,” below);

Mr. Wiedenfels was hired in April 2017 and his employment agreement provided for new hire equity awards. Mr. Wiedenfels’ LTI award in 2017 was based on the terms of the agreement; he is eligible for consideration in the Annual LTI Review beginning in 2018 (described in “Executive Compensation—Executive Compensation Arrangements,” below); and

 

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Mr. Warren announced his transition from the Company in February 2016; given his impending separation, the Committee determined not to make an LTI award to Mr. Warren in 2017.

In the Annual LTI Review, as an initial matter, the Committee reviews market data for similar roles in the peer group and determines a target amount for the LTI awards that is expressed as a dollar value. With respect to each NEO other than the CEO, the CEO then reviews the target value approved by the Committee and recommends a dollar value for the award based on each NEO’s individual performance. The Committee approves the overall award value, which is then converted into a number of units, as further described below.

For new hire and contract renewal awards, the Committee follows a similar process, referring to market data, as well as internal equity and the overall compensation terms of the agreement. The Committee determines a target amount expressed as a dollar value, which is then converted into a number of units, as further described below.

For 2017, as in prior years, the awards to Messrs. Campbell, Guagliardo and Perrette (the three NEOs who received awards in the Annual LTI Review) were in the form of stock options and PRSUs (50% of the target value in stock options with respect to the Company’s Series A common stock, 50% in PRSUs with respect to the Company’s Series A common stock (as described under “Executive Compensation—Defined Terms—2013 Incentive Plan,” below)). The approved value is converted into a number of stock options based on the Black-Scholes value of the stock option and PRSUs using the closing price of the Company’s Series A common stock on the Nasdaq Global Select Market. In 2017, the Committee continued the practice of using the Black-Scholes valuation of the stock options as of the last trading day of the month prior to the date of grant and the closing price of the Series A common stock as of the trading day before the date of grant with respect to these calculations. This administrative practice allows more efficient processing of equity grants and, with respect to stock options, the ability of the Committee to review the actual number of units at the time the grant is made.

The new hire award to Mr. Wiedenfels was made in the form of stock options and RSUs, pursuant to the terms of his employment agreement. The Committee approved an award of stock options and RSUs in May 2017. The terms of Mr. Wiedenfels’ employment agreement (including the new hire equity awards) are described in “Executive Compensation—Executive Compensation Arrangements,” below.

Timing of Awards. The Committee’s intent is to make equity awards annually in late February or early March of each year, with new hire, promotion, and contract grants made throughout the year in the Committee’s regular meetings. In 2017, this resulted in the practice of holding regularly-scheduled Committee meetings and making awards every two to three months, with the exercise price based on the closing price per share of the Company’s Series A common stock on the Nasdaq Global Select Market on the date the awards were granted. On occasion for administrative convenience, the Committee may make a grant with a future effective date, with the grant price set on the future effective date, as was the case with Mr. Zaslav’s SAR grants, approved in December 2016 with a grant date of January 2, 2017, as required by his employment agreement.

Our practice of setting regular equity award grant dates based on scheduled Committee meetings is designed to avoid the possibility that the Company could grant stock awards prior to the release of material, non-public information which is likely to result in an increase in its stock price, or to delay the grant of stock awards until after the release of material, non-public information that is likely to result in a decrease in the Company’s stock price.

Stock Plan. The Committee makes LTI awards under the 2013 Incentive Plan, an equity-based long-term incentive plan that was approved by our stockholders in 2013.

 

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2017 LTI Awards

The following chart summarizes the equity awards made in 2017 to each NEO. As discussed above, because of Mr. Warren’s transition, he was not granted any new equity awards in 2017. Further, because the awards for Mr. Zaslav were specified in his employment agreement as a number of units rather than an overall target value, we have included the fair market value as of the date of grant for that award in the column that specifies the 2017 target amount for the other NEOs. In addition, because the number of units was specified in Mr. Zaslav’s employment agreement, which predated our 2014 Share Dividend, the SAR award for Mr. Zaslav was made in Series A and Series C common stock, to preserve the intrinsic value of the award as contemplated by the agreement. Mr. Zaslav’s employment agreement is further described in “Executive Compensation—Executive Compensation Arrangements,” below.

 

NEO

  

2017 Target
Amount or FMV

  

2017 LTI Awards

David M. Zaslav,

CEO

   $30.6 million (fair market value at time of grant)   

508,303 Series A PRSUs

1,446,351 SARs Series A

1,446,351 SARs Series C

Gunnar Wiedenfels,

CFO

   $2,500,000   

160,001 stock options

48,319 RSUs

Bruce L. Campbell,

Chief Development, Distribution & Legal Officer

   $2,750,000   

174,678 stock options

46,595 PRSUs

Jean-Briac Perrette,

President and CEO, Discovery Networks International

   $3,250,000   

206,437 stock options

55,067 PRSUs

Paul Guagliardo,

Former Chief Commercial Officer

   $2,750,000   

174,678 stock options

46,595 PRSUs

LTI Awards to NEOs other than the CEO

Stock Options. The stock option awards have a four-year vesting schedule, become exercisable (while the holder remains employed) in equal tranches of 25% on the first four anniversaries of the date of grant, expire on the seventh anniversary of the date of grant, assuming continued employment, and are otherwise consistent with the terms of the applicable plan and award agreement.

PRSUs. The PRSU awards made to the NEOs other than Mr. Zaslav have a four-year vesting schedule, but vest in two equal tranches, the first 50% on the third anniversary of the date of grant and the remaining 50% on the fourth anniversary, assuming continued employment, and are otherwise consistent with the terms of the applicable plan and award agreement. Vesting of the PRSU awards is contingent on meeting Company financial performance metrics for Net Revenue, Adjusted OIBDA, and Adjusted Free Cash Flow, for a three-year performance period.

RSUs. The RSU award made to Mr. Wiedenfels as part of his new hire awards has a four-year vesting schedule, vesting in three substantially equal tranches, the first 33% on the second anniversary of the date of grant and the remaining 33% and 34% on the third and fourth anniversaries, assuming continued employment, and are otherwise consistent with the terms of the applicable plan and award agreement.

 

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The Committee adopted the long-term incentive design for NEOs after reviewing market trends and best practices and concluding that the awards would:

 

   

provide appropriate incentives;

 

   

link the interests of our senior executives to those of our stockholders, focusing our senior executives on longer-term Company financial goals;

 

   

serve as a retention tool; and

 

   

allow for tax deductibility of the equity awards as performance-based.

The PRSU awards have been intended to qualify as performance-based compensation under Section 162(m) and follow a similar structure to that of the annual bonus design (see discussion above under “Tax Deductibility of Executive Compensation” and the discussion of Section 162(m) under “Annual Bonus”). At the beginning of each year, the Committee sets a Company performance threshold and a maximum number of PRSUs for each NEO and certain other senior executives as the initial step in structuring the awards. If the performance threshold for the three-year performance period is met, the actual number of PRSUs distributed to each NEO is subject to the Committee’s downward discretion. The maximum amount of the PRSU award is the target amount. There is no upside for over-performance, which the Committee determined was appropriate to discourage excessive risk-taking by our senior executives.

Once the Committee determines the performance threshold is met, the Committee exercises its downward discretion based on Company performance against the Net Revenue, Adjusted OIBDA, and Adjusted Free Cash Flow targets. As part of the Committee’s downward discretion, the awards also provided that the Committee may determine, for the awards to the NEOs other than those made to Mr. Zaslav, based on the Company’s performance relative to peers, to (i) reduce the number of vesting shares by up to 25% or (ii) increase the number of vesting shares by up to 25% (but not beyond 100% of the target amount for each PRSU award).

The performance metrics to be used by the Committee in its exercise of downward discretion are based on Net Revenue, Adjusted OIBDA, and Adjusted Free Cash Flow. Over-performance on the Adjusted OIBDA or Adjusted Free Cash Flow measures may offset under-performance by any of the other two metrics, but over-performance on the Net Revenue metric cannot offset under-performance on the other two metrics. The metrics and weighting for the awards of PRSUs made in 2017 are as follows:

 

           Performance Against Target ($ in millions)  
     Weight     120%      110%      100%      95%      90%      85%      81%      80%  

Revenue

     20     22,956        21,043        19,130        18,174        17,217        16,261        15,495        15,304  

Adjusted OIBDA

     40     7,991        7,325        6,659        6,326        5,993        5,660        5,394        5,327  

Adjusted Free Cash Flow

     40     4,327        3,967        3,606        3,426        3,245        3,065        2,921        2,885  
    

 

 

    

 

 

    

 

 

    

 

 

    

 

 

    

 

 

    

 

 

    

 

 

 

Maximum Vesting

       100%        100%        100%        95%        90%        75%        50%        0%  

Zaslav PRSUs and Special SARs

The Committee made special awards of PRSUs and stock appreciation rights (“Special SARs”) to Mr. Zaslav as provided by his employment agreement. The agreement provided for the following awards in 2017, each of which was made early in the year:

 

   

an award of 508,303 PRSUs in Series A common stock, which vest after three years, assuming achievement of three-year performance metrics; and

 

   

a grant of 1,446,351 Special SARs in Series A common stock and 1,446,351 in Series C common stock.

 

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The awards were made in Series A and Series C common stock because the awards were specified as a number of units in Mr. Zaslav’s employment agreement and the Committee adjusted the awards and units to preserve the intrinsic value of the awards contemplated by the employment agreement following the 2014 Share Dividend.

One-half of the PRSUs will be distributed in the year after the end of the performance period, and the remaining one-half will be distributed in two equal parts in the second and third years after the end of the performance period, unless Mr. Zaslav has validly elected to further defer distribution of the shares.

The Special SARs mature and pay out in four equal tranches, 25% each year, as of the first four anniversaries of the date of grant. The Special SARs are 25% stock-settled and 75% cash-settled. The amount of the payout for the Special SARs, if any, is based on the appreciation in our stock price from the grant date to the applicable anniversary. Both the base price and the exercise price are calculated based on a 20-day average closing price, for the ten trading days preceding and including the date for which valuation is occurring and the ten trading days following the date for which valuation is occurring. These Special SARs are designed to auto-exercise; Mr. Zaslav does not choose the timing of exercise and each tranche exercises automatically on the relevant anniversary grant date. All of the units are exercised by the fourth anniversary of the date of grant.

The design of Mr. Zaslav’s compensation in his employment agreement emphasizes stockholder alignment through requiring substantial stock holdings. Under the employment agreement, Mr. Zaslav is required to hold at least 60% of the net shares delivered to him under the PRSU awards and the stock-settled portion of the Special SAR award until the end of the term of the agreement. In addition, Mr. Zaslav is required to purchase shares in the Company with 35% of the net cash proceeds of the cash-settled Special SAR award, and similarly to hold the shares purchased until the end of the term of the agreement.

The Committee determined that these awards were appropriate as part of the overall agreement to secure Mr. Zaslav’s services in a long-term agreement, to structure an agreement under which the vast majority of compensation is performance-based compensation, primarily in the form of LTI awards, tie his compensation to increases in stockholder value, and require Mr. Zaslav to hold the majority of the equity distributed to him to the end of the term of the agreement.

Payouts under PRSU Awards for Measurement Periods 2014-2016 and 2015-2017

In February 2018, the Committee reviewed achievement of the performance thresholds for the measurement period that ran from January 1, 2015 through December 31, 2017, with respect to the awards made in February 2015 to Messrs. Campbell and Perrette. In May 2017, the Committee also reviewed achievement of the performance threshold for the 2.5 year measurement period from July 1, 2014 through December 31, 2016, with respect to the award made in September 2014 to Mr. Campbell.

For the 2015 PRSU awards, the performance threshold was set at $3,435 million in Adjusted OIBDA over the three-year performance period. For Mr. Campbell’s 2014 PRSU award, the performance threshold was set at $3,434 million in Adjusted OIBDA over the three-year performance period. The Committee determined that the Company had met or exceeded the performance thresholds for these awards.

As an initial matter, as discussed above, the Committee reviewed the Company’s performance relative to the applicable peer group during the three-year performance and determined that the Company’s performance was strong relative to its peers. Accordingly, the Committee decided not to exercise its discretion to reduce the number of shares payable upon settlement of these awards.

The Committee then reviewed the Company’s performance against the three financial metrics and concluded that the Company had met or exceeded the Net Revenue, Adjusted OIBDA, and Adjusted Free Cash Flow metrics during the performance periods when measured on a currency-neutral basis. The multi-year

 

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performance metrics are set based on foreign exchange rates prevailing at the time the metrics are established. In 2017, the Committee determined to measure the results using the same constant foreign exchange rates, so that the comparison would not be influenced by fluctuations in the foreign exchange environment. The Committee concluded that it was appropriate to measure performance without the effect of currency fluctuation as management has little or no control over the impact of foreign exchange rates. This adjustment increased the performance against the metrics by less than 1%.

For the 2015 PRSU awards to the NEOs, 50% of the shares vested and were distributed in 2018, and 50% will be distributed in 2019, based on each executive’s continued employment and the other terms and conditions of the award. Based upon the Company’s cumulative performance for each of these periods, the overall payout for the PRSU awards was 100%.

For the 2014 PRSU award to Mr. Campbell, 50% of the shares vested and were distributed in 2017, and 50% will be distributed in 2018 based on his continued employment and the other terms and conditions of the award. Based upon the Company’s cumulative performance for each of these periods, the overall payout for the PRSU awards was 100%.

The performance against each of the three metrics was as follows:

 

3-Year PRSU Performance
($ in millions)
         
     Target    Performance     
     Target
Weighting
  Cumulative
PRSU
Target
   2015    2016    2017    Cumulative    Performance
against
Target

Revenue ($ in millions)

       20 %       18,783        6,525        6,762        7,124        20,410        108.7 %

Adjusted OIBDA ($ in millions)

       40 %       6,883        2,467        2,555        2,637        7,659        111.3 %

Adjusted Free Cash Flow ($ in millions)

       40 %       3,739        1,239        1,378        1,577        4,194        112.2 %

 

2.5-Year PRSU Performance
($ in millions)
    
     Target    Performance     
     Target
Weighting
  Cumulative
PRSU
Target
   2014    2015    2016    Cumulative    Performance
against
Target

Revenue ($ in millions)

       20 %       16,828        3,300        7,040        7,293        17,633        104.8 %

Adjusted OIBDA ($ in millions)

       40 %       6,868        1,294        2,683        2,793        6,770        98.6 %

Adjusted Free Cash Flow ($ in millions)

       40 %       3,710        883        1,364        1,542        3,789        102.1 %

The metrics for the 2014 PRSUs and 2015 PRSUs were based on the Company’s long-range plans as constructed in the year of grant. These long-range plans were developed on a constant currency basis, accordingly target amounts may vary.

Severance Payments Made to Mr. Warren

Mr. Warren notified the Company in February 2016 that he would be separating from employment with the Company, and we entered into subsequent amendments to his employment agreement, with Mr. Warren’s employment terminating on March 31, 2017. The terms of Mr. Warren’s employment agreement, as amended, are summarized under “Executive Compensation—Executive Compensation Arrangements—Warren Employment Agreement,” below. Under the terms of his amended employment agreement and his subsequent separation agreement, Mr. Warren was eligible to receive the following severance payments after March 31, 2017: (i) his annual base salary for a period of twelve months following his date of separation and (ii) a lump

 

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sum cash payment equal to the unprorated portion of his 2017 cash bonus at the target amount equal to 120% of his base salary. These amounts are in addition to the base salary received by Mr. Warren until his date of separation, and a prorated amount equal to his earned 2017 cash bonus, which was paid in March 2018. For additional information regarding the amounts paid to Mr. Warren in 2017, see the Summary Compensation Table below.

Retirement Benefits

The NEOs generally participate in the same benefit plans and on the same terms as are offered to other U.S.-based full-time employees. We offer a 401(k) defined contribution plan as well as a non-qualified Supplemental Deferred Compensation Plan (the “SRP”) that is available to U.S.-based senior employees, including all of the NEOs other than Mr. Perrette. The eligible NEOs participate in these plans on the same terms and conditions as other eligible employees.

To encourage participation in the 401(k) plan, the Company makes a matching contribution of (i) 100% of the employee’s first 3% of salary contributions to the defined contribution plans and (ii) 50% of the employee’s next 3% of salary contributions, up to a maximum amount of 4.5% of eligible base salary in the form of Company matching contributions, subject to certain limits under applicable tax regulations. Until 2018, we also made a supplemental contribution into the SRP for those employees whose base salary exceeded the IRS compensation limit under the 401(k) regulations. This Company contribution used the same formula applied for the 401(k) match (4.5%) and that is applied to the base salary in excess of the IRS limit (for 2017, this was $270,000), up to a maximum of $1 million in base salary. This SRP supplement contribution applied in 2017 but was eliminated effective January 1, 2018. In addition to base salary deferrals, participants in the SRP are also permitted to defer portions of ICP awards into their SRP accounts. These amounts are not included in the calculation of the supplemental Company contribution into the SRP. The 401(k) and SRP accounts offer the same investment options, with the amounts actually invested for the 401(k) plan and with earnings measured hypothetically for the SRP.

We believe the SRP is necessary to allow employees who would otherwise be limited by IRS restrictions on the amount of compensation that may be considered in participation in the Company’s 401(k) plan to save a proportionate amount for retirement and support the goals of providing competitive compensation packages to our employees.

Mr. Perrette is employed in the United Kingdom and participates in the Company’s benefit plans and programs as offered to other UK-based Company employees. These benefits include a defined contribution pension plan.

For more information about the SRP, please refer to the Non-Qualified Deferred Compensation Table below.

Health, Welfare and Other Personal Benefits

The NEOs are eligible to participate in the health, welfare and fringe benefits generally made available by the Company to its U.S.-based regular full-time employees, such as basic and supplemental life insurance, short and long-term disability, commuter reimbursement, fitness reimbursement and access to legal resources. Mr. Perrette was eligible to participate in the health, welfare and fringe benefits generally made available by the Company to its UK-based regular full-time employees, such as life insurance benefits, short- and long-term disability, and an employer pension scheme.

 

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In addition, we provide the following perquisites and other personal benefits to our NEOs:

Relocation Expenses and International Assignment Benefits; Related Gross-Up. Consistent with our objective to attract and retain a high-performing executive management team for senior roles in our global business, we place top-notch executives on international assignments to fill key roles in the places where we do business. We provide relocation and international assignment benefits consistent with our international long-term assignment policies, including reimbursing relocation costs, offering education and other allowances, providing tax equalization benefits, which are intended to maintain the executive’s out of pocket tax liabilities at the same level they would have been had the executive not been assigned to a foreign jurisdiction and, for some benefits, paying the executive an amount equal to the tax resulting from the reimbursement or allowance (a “gross-up”). After his localization in June 2016, Mr. Perrette no longer retains any international assignment-related benefits, other than his continuing eligibility for ongoing tax preparation assistance, and repatriation benefits in the event Mr. Perrette’s employment is terminated without Cause (as defined in his employment agreement) or due to the Company’s decision not to renew the employment agreement at the end of the term. Mr. Wiedenfels received relocation benefits associated with his relocation to the United States in 2017, including travel and moving of household goods, temporary furniture, tax preparation and filing assistance, immigration assistance and a gross-up for taxable income related to relocation.

Aircraft Usage; Related Gross-Up. We lease a dedicated corporate aircraft and also have an agreement with NetJets Inc. pursuant to which we lease the right to a specified amount of travel each calendar year on NetJets’ aircraft. We allow Mr. Zaslav to use a portion of our allotted travel time on our corporate aircraft, or NetJets aircraft, for personal use.

Mr. Zaslav is permitted to use up to 200 hours of flight time for personal use. The first 100 hours are provided to him by the Company; with respect to the second 100 hours, Mr. Zaslav is required to reimburse the Company at a rate of two times fuel cost, under a time sharing agreement entered into simultaneously with Mr. Zaslav’s employment agreement. For details regarding Mr. Zaslav’s employment agreement, please see “Executive Compensation—Executive Compensation Arrangements—Zaslav Employment Agreement.”

Family members may accompany Mr. Zaslav on authorized business flights on corporate aircraft or NetJets flights at no aggregate incremental cost to the Company. For 2017, we provided a gross-up to Mr. Zaslav to cover taxes for imputed income arising when a family member accompanied him on business travel at the request of the Company (e.g., when Mr. Zaslav’s spouse accompanied him to a business event in which attendance by a spouse is customary and serves our business interests).

Home Office Expenses. We reimburse Mr. Zaslav for limited home office expenses, including Internet access.

Car Allowance. We provide Mr. Zaslav with a monthly car allowance as provided in his employment agreement.

For more information regarding the perquisites provided in 2017 to each NEO, please refer to the “All Other Compensation” column of the Summary Compensation Table.

 

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Executive Stock Ownership Policy

In 2012, the Committee adopted an executive stock ownership policy that applies to the NEOs and certain other senior executives. The policy requires each covered executive to hold a specified amount of our stock, calculated as a multiple of the executive’s base salary, as described in the table below. In 2015, the Committee increased the stock ownership requirement for Mr. Zaslav from five times base salary to six times base salary.

 

Position

   Requirement
(multiple of base salary)
   Timeframe to reach
(from later of effective
date or becoming
covered by policy)

CEO and Chairman

       6X        5 years

Covered executive with LTI target grant value > 1X of base salary

       2X        5 years

Covered executive with LTI target grant value <1X of base salary

       1X        6 years

The Committee determined that any shares of our stock beneficially owned by the covered executive, as well as unvested awards of PRSUs and RSUs, but not shares underlying unvested stock options, would be counted for purposes of meeting the stock holding target. Once an executive meets the target, the executive is expected to maintain holdings at the target for as long as he or she remains in a role that is identified as a covered executive under the policy.

The Committee may consider failure to meet the requirements of the policy in making compensation decisions for a covered executive and may take any other action appropriate to support the intent of the policy, including requiring an executive to retain a percentage of shares pursuant to stock option exercises or vesting events in future years.

In mid-2017, the Committee reviewed the NEOs’ progress toward meeting the executive stock ownership policy as adopted in 2012. Each of the NEOs had already met the stock holding requirement, except Mr. Wiedenfels who is on track to meet his stock holding requirement in the timeframe required by the policy.

Clawback Policy

All employees are subject to a “clawback” policy, adopted by the Committee in 2010. Under this policy, in addition to any other remedies available to the Company (but subject to applicable law), if the Board, or the Committee, determines that any employee has engaged in fraud or misconduct that resulted in a financial restatement, the Company may recover, in whole or in part, any bonus or other incentive-based or equity-based compensation, received by the employee from the Company in the 12 months after the filing of the financial statement that was found to be non-compliant. The Committee determined that it was appropriate to adopt the policy to provide a further deterrent to fraudulent activity.

Say on Pay

At the Company’s Annual Meeting of Stockholders held on May 18, 2017, we held an advisory vote on executive compensation. A majority of stockholders voted in favor of the Company’s executive compensation. The Committee considered the results of the vote and determined not to make any changes to our executive compensation programs. The Company will solicit, in its proxy materials, an advisory vote on say on pay, every three years. The next advisory vote will be at the 2020 Annual Meeting.

 

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Hedging

Hedging of Company stock is permitted with the prior approval of our General Counsel. However, our Insider Trading Policy prohibits short sales and transactions in puts, calls, or other derivative securities on an exchange or in any other organized market. In 2017, none of our NEOs engaged in any hedging transactions.

Changes to Executive Compensation Programs and Arrangements in 2018

In the 2018 Annual LTI Review, the Committee determined to make RSU awards to the NEOs other than Mr. Zaslav. The Committee determined that it was appropriate to award RSUs rather than PRSUs based on the planned acquisition of Scripps, which the merger agreement had been entered into in July 2017 and was anticipated to close at the end of the first quarter of 2018. The Committee determined to use time-based RSUs for the 2018 Annual LTI Review for NEOs other than Mr. Zaslav, and to make an award of PRSUs to Mr. Zaslav, as required by Mr. Zaslav’s employment agreement. The Committee considered the need to finalize integration planning for the Scripps acquisition to be able to set financial metrics for a three-year period as well as the recent change to Section 162(m), as discussed in “—Tax Deductibility of Executive Compensation,” above. The Committee intends to return to making PRSU awards to NEOs in the 2019 Annual LTI Review.

On February 9, 2018, the Company entered into an amendment to Mr. Campbell’s employment agreement. The terms of the amended agreement are summarized in “Executive Compensation—Executive Compensation Arrangements—Campbell Employment Agreement,” below.

 

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EXECUTIVE COMPENSATION

The following tables set forth compensation information for our Chief Executive Officer, our Chief Financial Officer, our former Chief Financial Officer and our three other most highly compensated executive officers (computed in accordance with the SEC’s rules) who were serving as executive officers as of December 31, 2017.

Summary Compensation Table

 

Name and Principal Position

  Year     Salary
($)(1)
    Stock
Awards
($)(2)
    Option
Awards
($)(3)
    Non-Equity
Incentive
Plan
Compensation
($)(4)
    All Other
Compensation
($)(5)
    Total
($)
 

David M. Zaslav

    2017       3,000,000       14,994,939       15,606,127       8,141,565       505,353 (6)      42,247,984  

President and Chief Executive Officer

    2016       3,000,000       15,120,582       11,142,690       7,486,550       442,532       37,192,354  
    2015       3,115,385       11,274,628       10,487,784       6,906,878       592,671       32,377,346  

Gunnar Wiedenfels

    2017     803,846       1,266,441       1,155,207       1,570,378       1,202,432 (7)      5,998,304  

Chief Financial Officer

             

Bruce L. Campbell

    2017       1,591,910       1,374,553       1,432,360       3,307,846       49,953       7,756,622  

Chief Development, Distribution and Legal Officer

    2016       1,544,423       1,209,659       1,113,363       2,750,000       50,288       6,667,733  
    2015       1,557,692       1,202,434       1,269,277       2,767,765       50,123       6,847,291  
             

Jean-Briac Perrette

    2017       1,549,356 (8)      1,624,477       1,692,783       2,879,328 (9)      486,127 (10)      8,232,071  

President and Chief Executive Officer, Discovery Networks International

    2016       1,381,557       5,567,676       1,391,699       2,864,120       387,702       11,592,754  
    2015       1,093,365       1,411,544       1,490,022       2,012,522       1,417,663       7,425,116  
             
             

Paul Guagliardo

    2017       1,447,385       1,374,553       1,432,360       1,674,400       51,727       5,980,425  

Former Chief Commercial Officer

    2016       1,400,000       1,008,040       —         2,185,670       52,157       4,645,866  
             

Andrew Warren

    2017     349,111       —         —         367,412       2,212,874 (11)      2,929,397  

Former Chief Financial Officer

    2016       1,183,135       —         —         1,763,362       50,397       2,996,894  
    2015       1,220,192       1,202,434       1,269,277       1,257,720       53,090       5,002,713  

 

* Partial year. Mr. Wiedenfels joined the Company on April 1, 2017 and Mr. Warren departed from the Company effective March 31, 2017.

 

(1) The dollar amounts in this column represent the actual salary amount that each NEO earned in 2017. In converting the amounts for Mr. Perrette from British pounds to United States dollars, we used the average of the monthly Bloomberg spot rate as of the second business day prior to each month end. The average rate for 2017 is 1.28644 British pounds per United States dollar.

 

(2) The amounts in this column represent the grant date fair value, computed in accordance with FASB ASC Topic 718, of performance restricted stock units awards (“PRSUs”) for each of the applicable fiscal years. For each of the PRSU awards, the grant date fair value is calculated using the closing price of our Series A or Series C common stock on the grant date as if these awards were fully vested and issued on the grant date. See Note 13 to our Annual Report on Form 10-K for information regarding the value determination of the PRSU awards. There can be no assurance that these grant date fair values will ever be realized by any NEO. See the “Grants of Plan-Based Awards in 2017” table below for information on PRSU awards made in 2017.

 

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(3) The amounts in this column reflect the grant date fair value computed in accordance with FASB ASC Topic 718 with respect to the cash- and stock-settled stock appreciation rights and option awards granted to our NEOs for each of the applicable fiscal years. For stock options, we calculate the grant date fair value using the Black-Scholes model, using the assumptions described in Note 13 to our Annual Report on Form 10-K. For the cash- and stock-settled stock appreciation rights, we also calculate the grant date fair value using the Black-Scholes model, using the assumptions described in Note 13 to our Annual Report on Form 10-K. These amounts do not reflect actual payments made to our NEOs. There can be no assurance that the full grant date fair value will ever be realized by any NEO.

 

(4) These amounts reflect the cash performance awards earned by the applicable NEO under Discovery’s 2013 Incentive Plan for 2017, 2016 and 2015, which are more fully described under “Compensation Discussion and Analysis—Compensation Decisions-2017 ICP, Paid Out in March 2018” above. The 2017 award amounts were determined and paid out during the first quarter of 2018, the 2016 award amounts were determined and paid out during the first quarter of 2017 and the 2015 awards were determined and paid out during the first quarter of 2016.

 

(5) We offer executives basic life insurance as well as executive level disability and long-term care coverage. We also offer matching contributions to an executive’s 401(k) plan and contributions to the SRP, subject to certain limitations. Below are the payments made on behalf of the NEOs to the foregoing plans in 2017:

 

     Basic Life ($)    Disability/Long
Term Care ($)
   Matching
Contributions
           401(k) ($)    SRP ($)

Mr. Zaslav

       696        5,920        12,150        32,850

Mr. Wiedenfels

       535        1,714        6,438        24,023

Mr. Campbell

       696        4,447        11,960        32,850

Mr. Perrette

       —          —          3,131        —  

Mr. Guagliardo

       870        6,008        12,000        32,850

Mr. Warren

       187        1,139        11,965        2,513

In addition to the U.S. benefits described above, under the benefits we provide to executives based in the U.K., we made payments on behalf of Mr. Perrette as follows: £2,115 for U.K. life assurance, £2,250 for disability insurance and £6,344 for the U.K. pension plan. These amounts were converted from British pounds into United States dollars at the rate of 1.28644 dollars per British pound.

For more information regarding these benefits, please see “Compensation Discussion and Analysis—Retirement Benefits” and “—Health, Welfare and Other Personal Benefits” above.

 

(6) This amount includes $392,676 for personal use of aircraft (including family travel for which Mr. Zaslav is not provided a tax gross-up) and $26,940 for tax gross-ups for business associate and spouse travel at the request of the Company that is considered business use. See “Compensation Discussion and Analysis—Health, Welfare and Other Personal Benefits—Aircraft Usage; Related Gross-Up” above for more information regarding our policies for Mr. Zaslav’s use of our allotted travel on our corporate aircraft. The table also includes $16,800 for a car allowance, $837 in respect of home office expenses and $16,485 for personal security services.

 

(7) This amount includes $1 million for the Company’s discretionary contribution made to Mr. Wiedenfels SRP account, as provided in his employment agreement. This amount also includes $25,000 in miscellaneous expense allowance, $2,392 for tax services, $12,889 for immigration services and $77,307 in relocation expenses. The relocation expenses include $25,780 for move transportation fees, $18,915 for furniture rental and $9,800 for school search fees for Mr. Wiedenfels’ children, pursuant to the Company’s relocation policy. Additionally, this amount includes $52,133 in associated tax gross-ups, pursuant to the Company’s relocation policy. See “Executive Compensation Arrangements—Wiedenfels Employment Agreement” below for more information on the relocation benefits provided to Mr. Wiedenfels.

 

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(8) Under the terms of Mr. Perrette’s employment agreement, he is to be paid in British pounds. For 2017, Mr. Perrette was paid in the amount of £1,204,375. In converting the amounts from British pounds to United States dollars, we used the average of the monthly Bloomberg spot rate as of the second business day prior to each month end. The average rate for 2017 is 1.28644 British pounds per United States dollar.

 

(9) Mr. Perrette’s bonus was calculated using his salary, which is denominated and paid in British pounds. After the financial performance of Mr. Perrette’s lines of business was established and Mr. Perrette’s bonus payout and performance pool amounts were determined (see “Compensation Discussion and Analysis – 2017 ICP, Paid in March 2018” for more information on the determination of Mr. Perrette’s bonus payout), those amounts were then converted into United States dollars at the rate of 1.28644 dollars per British pound.

 

(10) This amount includes $25,548 for tax services, pursuant to the Company’s relocation policy. Discovery also provided tax equalization payments for Mr. Perrette (see “Compensation Discussion and Analysis—Health, Welfare and Other Personal Benefits—Relocation Expenses and International Assignment Benefits; Related Gross-Up”), which resulted in Company expenses of $443,462. See “Executive Compensation Arrangements—Perrette Employment Agreement” below for more information on the relocation benefits provided to Mr. Perrette. In converting the amounts from British pounds to United States dollars, we used the average of the monthly Bloomberg spot rate as of the second business day prior to each month end. This may not have been the exchange rate in effect at the time the payments in respect of the amounts described in this paragraph were made. The average rate for 2017 is 1.28644 British pounds per United States dollar.

 

(11) This amount includes $2,197,069 in severance payments, made up of $1,452,300 by reference to bonus amounts and $744,769 by reference to his salary. See “Compensation Discussion and Analysis—Severance Payments made to Mr. Warren” above and “Executive Compensation Arrangements—Warren Employment Agreement” below for more information on the severance benefits provided to Mr. Warren.

Pay Ratio Disclosure

In August 2015, pursuant to a mandate in the Dodd-Frank Wall Street Reform and Consumer Protection Act (the “Dodd-Frank Act”), the Securities and Exchange Commission (“SEC”) adopted a rule requiring annual disclosure of the ratio of the annual total compensation of the Company’s median employee to the annual total compensation of its Principal Executive Officer (“PEO”). For 2017, the Company’s PEO was David M. Zaslav, our President and CEO. The purpose of the disclosure is to provide shareholders with a company-specific metric to assist in their evaluation of the Company’s executive compensation practices. As required by Item 402(u) of Regulation S-K, we are providing the following information for 2017:

 

   

the annual total compensation of the median employee of our company was $80,858; and

 

   

the annual total compensation of Mr. Zaslav, our CEO, was $42,247,984.

Based on the above, the ratio of the annual total compensation of our PEO to the median of the annual total compensation of all employees is 522 to 1.

We identified our median employee by using the annual cash compensation as of December 31, 2017, which consisted of actual base salary, target bonus and target sales commission for all employees as of November 30, 2017. For purposes of determining the median employee, “employee” is defined as any full-time, part-time or temporary individual employed and paid by the Company or any of its consolidated subsidiaries. This did not include any freelance workers, temporary employees who were employed and paid by a third party or independent contractors. For purposes of this disclosure, we calculated annual foreign exchange rates by averaging the 2017 Bloomberg monthly spot rates as of the second business day prior to each month end for the applicable currencies of regions and countries in which we have employees. These annual foreign exchange rates were applied for employees paid in non-U.S. dollar currencies, as appropriate. After we converted the total cash compensation of our employees, we sorted the employees from lowest to highest (excluding our CEO) and

 

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determined our median employee based on annual total cash compensation. After identifying the median employee, we calculated the annual total compensation for such employee using the same methodology we use for our named executive officers as set forth in the 2017 Summary Compensation Table in this proxy statement.

Given the global profile of our workforce, in which approximately 60% of our employees are located outside of the United States, the factors that influence the level of compensation of our CEO vary significantly from the factors that influence the compensation arrangements of our other employees. For employees in our international offices, we use various pay structures that reflect the compensation practices in those regions, which may differ greatly from that of our U.S. based pay programs. The form and amount of Mr. Zaslav’s annual total compensation is consistent with that stated in his employment agreement, which is influenced by the prevailing compensation practices for CEOs in the United States, as well as the competitive market for senior executive talent in our industry. Another factor that affects the ratio of our median employee’s annual total compensation to our CEO’s annual total compensation is that employees are hired at various times of the year, skewing the data, as we have not annualized the compensation of any employees. Therefore, the amounts used to determine our median employee may not represent the amount of compensation that an employee would have received in a full year. Due to the numerous job functions within our company, the pay structure will differ greatly between departments, experience levels and location, which will have a significant effect on the ratio. We believe that our employees are fairly compensated and appropriately incentivized under our current pay practices.

 

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Grants of Plan-Based Awards in 2017

 

Name

  Grant
Date
   

 

Estimated Future Payouts
Under Non-Equity Incentive
Plan Awards

   

 

Estimated Future Payouts
Under Equity Incentive
Plan Awards

    All Other
Option

Awards:
Number of
Securities
Underlying
Options
(#)
    Exercise
or Base
Price of
Option
Awards
($/Sh)
    Grant Date
Fair Value
of Stock
and Option
Awards($)
 
    Threshold
($)
    Target
($)
    Maximum
($)
    Threshold
(#)
    Target
(#)
    Maximum
(#)
       

David M. Zaslav

    (1)         8,400,000       10,000,000              

Series A Common Stock

    01/02/2017                   1,446,351 (2)      27.69       8,056,175  
    02/23/2017             254,152 (3)      508,303 (3)          —         14,994,939  

Series C Common Stock

    01/02/2017                   1,446,351 (2)      27.03       7,549,952  

Gunnar Wiedenfels

    (1)         994,520       2,486,300              

Series A Common Stock

    05/22/2017                   160,001 (4)      26.21       1,155,207  
    05/22/2017             —         48,319 (5)          —         1,266,441  

Bruce L. Campbell

    (1)         2,078,798       3,997,688              

Series A Common Stock

    02/23/2017                   174,678 (6)      29.50       1,432,360  
    02/23/2017             23,978 (7)      46,595 (7)          —         1,374,553  

Jean-Briac Perrette

    (1)         2,335,371 (8)      3,892,285 (8)             

Series A Common Stock

    02/23/2017                   206,437 (6)      29.50       1,692,783  
    02/23/2017             27,534 (7)      55,067 (7)          —         1,624,477  

Paul Guagliardo

    (1)         1,674,000       3,640,000              

Series A Common Stock

    02/23/2017                   174,678 (6)      29.50       1,432,360  
    02/23/2017             23,978 (7)      46,595 (7)          —         1,374,553  

Andrew Warren

    (9)         358,102       746,045              

 

(1) These amounts reflect the possible payouts with respect to awards of annual cash bonus under the 2013 Incentive Plan for performance in 2017. Each NEO is assigned a target bonus amount and is eligible to receive an annual cash bonus award of up to 300% of base salary for Mr. Zaslav and 250% of base salary for all other NEOs, subject in each case to the Committee’s authority to exercise “downward discretion” and the 2013 Incentive Plan’s $10 million limit. The amounts of annual cash bonus awards actually paid for performance in 2017 are disclosed in the Non-Equity Incentive Plan Compensation column of the Summary Compensation Table above. For more information regarding the terms of these annual cash bonus awards and the factors used by the Committee in exercising its downward discretion, please see “Compensation Discussion and Analysis—2017 Compensation Decisions—Annual Cash Bonus Awards.”

 

(2) These amounts reflect the number of cash- and stock-settled stock appreciation rights (“Special SARs”) granted. The awards automatically vest and pay out 25% on each anniversary of the grant date and are payable in 75% cash and 25% stock in connection with the vesting.

 

(3) These amounts represent PRSU awards. The PRSUs vest if we achieve certain three-year performance targets. Of the grant, 50% will be distributed on the third anniversary of the grant date and 25% will be distributed on each of the fourth and fifth anniversaries of the grant date, assuming achievement of the three-year performance targets. For more information regarding these awards, please see “Compensation Discussion and Analysis—Long-Term Incentive Compensation.”

 

(4) This amount represents stock options that will vest 25% per year for four years beginning on the anniversary of the grant date and expire on May 22, 2024.

 

(5) These amounts represent restricted stock units that will vest 33% on the second and third anniversaries and 34% on the fourth anniversary of the grant date.

 

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(6) These amounts represent stock options that will vest 25% per year for four years beginning on the anniversary of the grant date and expire on February 23, 2024.

 

(7) These amounts represent PRSU awards. The PRSUs vest if we achieve certain three-year performance targets. Of the grant, 50% will be distributed on each of the third and fourth anniversaries of the grant date, assuming the achievement of the three-year performance targets. For more information regarding these awards, including the performance targets, please see “Compensation Discussion and Analysis—Long-Term Incentive Compensation.”

 

(8) Mr. Perrette’s target bonus was calculated using his salary, which is denominated and paid in British pounds. These amounts were then converted into USD at the rate of 1.28644 dollars per British pound, for purposes of this table.

 

(9) Mr. Warren terminated his employment effective March 31, 2017 and did not receive any grants of equity awards in 2017. However, Mr. Warren was eligible to receive a prorated cash bonus based on his employment in 2017.

 

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Outstanding Equity Awards at Fiscal Year-End

 

    Option Awards     Stock Awards  

Name

  Number of
Securities
Underlying
Unexercised
Options (#)
Exercisable
    Number of
Securities
Underlying
Unexercised
Options (#)
Unexercisable
    Option
Exercise
Price
($)
    Option
Expiration
Date
    Equity
Incentive
Plan
Awards:

Number
of
Unearned
Shares,
Units or
Other
Rights
That
Have Not
Vested
(#)(1)
    Equity
Incentive
Plan
Awards:
Grant Date
Market
Value or
Payout
Value of
Unearned
Shares,
Units or
Other Rights
That Have
Not Vested
($)
 

David M. Zaslav

           

Series A Common Stock

    —         925,665       43.92       (2 )       602,894 (3)(4)      15,120,582  
    —         462,833       33.17       (2 )      508,303 (3)(5)      14,994,939  
    —         867,811       26.38       (2 )     
    —         1,446,351       27.69       (2 )     

Series C Common Stock

    —         925,665       42.60       (2 )      
    —         462,833       32.28       (2 )     
    —         867,811       25.17       (2 )     
    —         1,446,351       27.03       (2 )     

Gunnar Wiedenfels

           

Series A Common Stock

    —         160,001       26.21       05/22/2024 (6)      48,319 (7)      1,266,441  

Bruce L. Campbell

           

Series A Common Stock

    31,462       —         24.30       03/15/2019 (8)      7,002 (14)      296,153  
    49,605       —         38.01       03/01/2020 (9)      25,215 (15)      992,210  
    39,643       13,215       42.30       02/28/2021 (10)      37,181 (16)(17)      1,202,248  
    74,140       74,140       32.34       02/23/2022 (11)      48,232 (4)(17)      1,209,659  
    40,106       120,321       25.08       02/26/2023 (12)      46,595 (5)(17)      1,374,553  
    —         174,678       29.50       02/23/2024 (13)     

Series C Common Stock

    31,462       —         23.57       03/15/2019 (8)      7,002 (14)      287,253  
    49,605       —         36.87       03/01/2020 (9)     
    39,643       13,215       41.02       02/28/2021 (10)     

Jean-Briac Perrette

           

Series A Common Stock

    25,976       —         21.33       11/15/2018 (18)      8,524 (14)      360,527  
    12,585       —         24.30       03/15/2019 (8)      43,647 (16)(17)      1,411,326  
    9,706       —         38.01       03/01/2020 (9)      60,290 (4)(17)      1,512,073  
    8,618       2,873       42.30       02/28/2021 (10)      158,732 (17)(19)      4,055,603  
    87,034       87,034       32.34       02/23/2022 (11)      55,067 (5)(17)      1,624,477  
    50,133       150,400       25.08       02/26/2023 (12)     
    —         206,437       29.50       02/23/2024 (13)     

Series C Common Stock

    25,976       —         20.68       11/15/2018 (18)      8,524 (14)      349,692  
    12,585       —         23.57       03/15/2019 (8)     
    9,706       —         36.87       03/01/2020 (9)     
    8,618       2,873       41.02       02/28/2021 (10)     

 

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    Option Awards     Stock Awards  

Name

  Number of
Securities
Underlying
Unexercised
Options (#)
Exercisable
    Number of
Securities
Underlying
Unexercised
Options (#)
Unexercisable
    Option
Exercise
Price
($)
    Option
Expiration
Date
    Equity
Incentive
Plan
Awards:

Number
of
Unearned
Shares,
Units or
Other
Rights
That
Have Not
Vested
(#)(1)
    Equity
Incentive
Plan
Awards:
Grant Date
Market
Value or
Payout
Value of
Unearned
Shares,
Units or
Other Rights
That Have
Not Vested
($)
 

Paul Guagliardo

           

Series A Common Stock

    71,123       71,124       28.83       10/13/2022 (20)      40,193 (4)(17)      1,008,040  
    —         174,678       29.50       02/23/2024 (13)      46,595 (5)(17)      1,374,553  

Andrew Warren(21)

           

 

(1) For RSUs and PRSUs, the value is calculated based on the grant amount, assuming target performance for PRSUs.

 

(2) These awards represent Special SARs that vest 25% on each anniversary of the grant date and are automatically payable in 75% cash and 25% stock in connection with the vesting.

 

(3) These amounts represent PRSUs granted pursuant to the terms of Mr. Zaslav’s employment agreement. The vesting of the PRSUs is subject to the achievement of certain performance metrics. For details regarding vesting and performance criteria for these PRSUs, please see “Executive Compensation Arrangements—Zaslav Employment Agreement.”

 

(4) These PRSU amounts relate to the February 26, 2016 PRSU grant, with a performance period that expires December 31, 2018.

 

(5) These PRSU amounts relate to the February 23, 2017 PRSU grant, with a performance period that expires December 31, 2019.

 

(6) These stock options vest in four equal installments beginning May 22, 2018.

 

(7) These RSU amounts vest 33% on the second and third anniversary and 34% on the fourth anniversary of the May 22, 2017 grant date.

 

(8) These stock options vested in four equal annual installments beginning March 15, 2013.

 

(9) These stock options vested in four equal annual installments beginning March 1, 2014.

 

(10) These stock options vest in four equal annual installments beginning February 28, 2015.

 

(11) These stock options vest in four equal annual installments beginning February 23, 2016.

 

(12) These stock options vest in four equal annual installments beginning February 26, 2017.

 

(13) These stock options vest in four equal annual installments beginning February 23, 2018.

 

(14) These PRSU amounts relate to the unvested portion of the February 28, 2014 PRSU grant, with a performance period that expired on December 31, 2016. In February 2017, the Compensation Committee certified that the performance metrics had been met.

 

(15) These PRSU amounts relate to the unvested portion of the September 15, 2014 PRSU grant, with a performance period that expired on December 31, 2016. In February 2017, the Compensation Committee certified that the performance metrics had been met.

 

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(16) These PRSU amounts relate to the February 23, 2015 PRSU grant, with a performance period that expires December 31, 2017.

 

(17) The PRSU vesting is dependent on the achievement of three-year performance metrics. If performance targets are met, the award vests 50% after the third year and 50% after the fourth year. For more information regarding these awards, please see “Compensation Discussion and Analysis—Long-Term Incentive Compensation.”

 

(18) These stock options vested in four equal annual installments beginning November 15, 2012.

 

(19) These PRSU amounts relate to the June 16, 2016 PRSU grant, with a performance period that expires December 31, 2018.

 

(20) These stock options vest in four equal annual installments beginning October 13, 2016.

 

(21) Mr. Warren has no outstanding equity awards due to his termination effective March 31, 2017.

Option Exercises and Stock Vested in 2017

 

    Option Awards     Stock Awards  

Name

  Number of
Shares Acquired
on Exercise
(#)
    Value
Realized on
Exercise
($)(1)
    Number of
Shares Acquired
on Vesting
(#)
    Value
Realized on
Vesting
($)(2)
 

David M. Zaslav

       

Series A Common Stock

    289,270 (3)      378,944       1,319,582 (4)      38,503,841 (4) 

Series C Common Stock

    289,270 (3)      538,042       1,319,582 (5)      37,383,046 (5) 

Gunnar Wiedenfels

       

Series A Common Stock

    —         —         —         —    

Series C Common Stock

    —         —         —         —    

Bruce L. Campbell

       

Series A Common Stock

    7,988 (6)      18,567       40,056 (7)      1,045,238  

Series C Common Stock

    7,988 (6)      15,302       14,842 (8)      415,046  

Jean-Briac Perrette

       

Series A Common Stock

    —         —         10,057 (9)      288,871  

Series C Common Stock

    —         —         10,057 (9)      281,993  

Paul Guagliardo

       

Series A Common Stock

    —         —         —         —    

Series C Common Stock

    —         —         —         —    

Andrew Warren

       

Series A Common Stock

    —         —         13,065 (10)      374,440  

Series C Common Stock

    57,775 (11)      2,821       13,065 (10)      365,644  

 

(1) Represents the value of cash and stock actually received with respect to Special SAR units (the difference between the award grant price and the fair market value, which is calculated based on the average closing price of a share of Discovery’ Series A or Series C common stock (as applicable) for the ten trading days preceding and including the date of exercise and the ten trading days following the date of exercise) and stock options from exercises listed in the corresponding column of the table.

 

(2) Represents the value realized upon RSU and PRSU vestings and distributions listed in the corresponding column of the table, using the closing market value of the shares on the vesting or distribution date.

 

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(3) Represents the vesting and automatic exercise of Mr. Zaslav’s January 2, 2016 Special SAR grant.

 

(4) Represents the distribution and vesting of the following Series A common stock PRSUs for Mr. Zaslav. The table below shows the grant date of each award that vested or distributed in 2017, the number of shares that vested or distributed in 2017, the number of shares for the undistributed portion of each award that will distribute on future dates, and the value realized upon vesting and distribution of each award in 2017:

 

Grant Date

  Shares Vested in
2017
    Shares
Distributed in
2017
    Remaining
Undistributed
Shares
    Value of Shares
Vested in 2017
    Value of Shares
Distributed in
2017
 
03/15/2010     —         83,704       —         —       $ 2,340,364  
03/16/2011     —         69,836       —         —       $ 1,919,093  
03/15/2012     —         70,544       —         —       $ 1,938,549  
2/28/2014     —         5,622       —         —       $ 154,493  
2/28/2014     910,000       455,000       455,000     $ 26,845,000     $ 13,422,500  
2/23/2015     179,876       89,938       89,938     $ 5,306,342     $ 2,653,171  

 

  Where an award has shares that have both vested and distributed in 2017, the amount reported in the “Value Realized on Vesting” column in the table above includes only the value of the shares vested in 2017 for the corresponding award. For example, the $26.8 million value for the vesting of the 2/28/2014 award is included in the “Value Realized on Vesting” column, whereas the $13.4 million value for the distribution of the 2/28/2014 award is not included in the “Value Realized on Vesting” column above.

 

(5) Represents the distribution and vesting of the following Series C Common Stock PRSUs for Mr. Zaslav. The table below shows the grant date of each award that vested or distributed in 2017, the number of shares that vested and distributed in 2017, the number of shares for the undistributed portion of each award that will distribute on future dates, and the value realized upon vesting and distribution of each award in 2017:

 

Grant Date

  Shares Vested in
2017
    Shares
Distributed in
2017
    Remaining
Undistributed
Shares
    Value of Shares
Vested in 2017
    Value of Shares
Distributed in
2017
 
03/15/2010     —         83,704       —         —       $ 2,290,978  
03/16/2011     —         69,836       —         —       $ 1,875,795  
03/15/2012     —         70,544       —         —       $ 1,894,812  
2/28/2014     —         5,622       —         —       $ 151,007  
2/28/2014     910,000       455,000       455,000     $ 26,026,000     $ 13,013,000  
2/23/2015     179,876       89,938       89,938     $ 5,144,454     $ 2,572,227  

 

  Where an award has shares that have both vested and distributed in 2017, the amount reported in the “Value Realized on Vesting” column in the table above includes only the value of the shares vested in 2017 for the corresponding award.

 

(6) Represents the aggregate exercises of Mr. Campbell’s March 16, 2011 stock option.

 

(7) Represents the aggregate vesting of Mr. Campbell’s March 1, 2013, February 28, 2014 and September 15, 2014 PRSUs.

 

(8) Represents the aggregate vesting of Mr. Campbell’s March 1, 2013 and February 28, 2014 PRSUs.

 

(9) Represents the aggregate vesting of Mr. Perrette’s March 1, 2013 and February 28, 2014 PRSUs.

 

(10) Represents the aggregate vesting of Mr. Warren’s March 1, 2013, February 28, 2014 and March 27, 2014 PRSUs.

 

(11) Represents the value realized from the exercise of Mr. Warren’s April 12, 2012 stock option grant.

 

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Nonqualified Deferred Compensation(1)

 

Name

   Executive
Contributions
in last
fiscal year
($)
  Registrant
Contributions
in last
fiscal year
($)(2)
  Aggregate
Earnings
in last
fiscal year
($)
   Aggregate
Withdrawals/
Distributions
($)
   Aggregate
Balance at
12/31/17
($)

David M. Zaslav

       —         32,850       8,372,704        —          64,522,845

Gunnar Wiedenfels

       —         1,024,023 (3)       110,954        —          1,134,977

Bruce L. Campbell

       651,286 (4)       32,850       785,264        —          5,226,227

Jean-Briac Perrette

       —         —         630,004        —          2,942,753

Paul Guagliardo

       419,742 (5)       32,850       153,590        —          1,081,664

Andrew Warren

       —         2,513       191,448        43,993        1,127,803

 

(1) This table provides information with respect to the SRP for senior employees. For more information regarding the SRP, please see “Compensation Discussion and Analysis—Retirement Benefits” above.

 

(2) These amounts are reported under “All Other Compensation” for 2017 in the Summary Compensation Table.

 

(3) This amount includes the Company’s discretionary contribution of $1 million to Mr. Wiedenfels under the SRP, as provided in his employment agreement and $24,023, which represents the Company’s annual SRP contribution to Mr. Wiedenfels as reported under “All Other Compensation” for 2017 in the Summary Compensation Table.

 

(4) This amount includes $238,786, which relates to salary that is reported under “Salary” for 2017 in the Summary Compensation Table and $412,500, which relates to deferral of a portion of his ICP paid in 2017 for 2016 performance that was reported under “Non-Equity Incentive Plan Compensation” in 2016.

 

(5) This amount is related to the salary that is reported under “Salary” for 2017 in the Summary Compensation Table.

Executive Compensation Arrangements

Provided below are summaries of the employment agreements that we have entered into with our NEOs. For specific information regarding amounts paid to our NEOs in 2017, please see “—Summary Compensation Table” above. In addition, in each of these agreements, our NEOs are subject to customary restrictive covenants, including those relating to non-solicitation, non-interference, non-competition and confidentiality, during the term of the agreement and, depending on the circumstances of termination, for a period thereafter.

Zaslav Employment Agreement

We have an employment agreement with David M. Zaslav, our President and Chief Executive Officer. We entered into the original agreement for a term of five years when Mr. Zaslav commenced employment with us in 2007. We amended the original employment agreement in 2009 and 2011, including extending the term of the employment agreement through February 1, 2015. On January 2, 2014, we entered into a new employment agreement with Mr. Zaslav, which replaced his prior employment agreement, as amended, with a term commencing January 2, 2014 and continuing through December 31, 2019 (the “2014 Zaslav Agreement”).

Under the terms of the 2014 Zaslav Agreement, Mr. Zaslav was entitled to and did receive a salary of $3,000,000 in 2017. Mr. Zaslav’s base salary remains $3,000,000 per annum for the duration of the agreement. Mr. Zaslav’s target annual bonus under the agreement for 2017 was $8,400,000. The target annual bonus increases by $600,000 each year until 2018. For 2018 and 2019, Mr. Zaslav’s target annual bonus will be $9,000,000. There is no guaranteed bonus amount and the actual amount paid to Mr. Zaslav will depend on the achievement of qualitative and quantitative performance objectives, which will be determined each year by the Compensation Committee in consultation with Mr. Zaslav.

 

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Pursuant to the 2014 Zaslav Agreement, Mr. Zaslav is also entitled to receive equity awards each year from 2015 to 2018, conditioned on his employment on the grant date of each award. Two types of equity awards are required by the agreement: PRSUs, earned based on achievement of financial performance metrics, and Special SARs, which pay out based on growth in Company stock price.

Under the terms of the 2014 Zaslav Agreement, the PRSUs in each grant from 2016 to 2018 are determined by dividing $15 million by the closing price of the Company’s Series A common stock on the trading date prior to grant. In 2017, consistent with the requirements of that agreement, Mr. Zaslav received 508,303 PRSUs of the Company’s Series A common stock. The PRSUs granted in 2017 will be earned based on the achievement of performance metrics measured over a three-year performance period and the PRSUs granted in 2018 will be earned based on the achievement of performance metrics measured over a two-year performance period. The Compensation Committee will set the performance metrics for applicable performance period at the time of grant in consultation with Mr. Zaslav. The PRSUs will be paid as follows: 50% shall be paid in the calendar year immediately following the last calendar year of the applicable performance period, as soon as practicable following the Compensation Committee’s determination of performance for such performance period, and the remaining 50% shall be paid one-half as soon as practicable after the beginning of the second calendar year following the last calendar year of the applicable performance period and one-half as soon as practicable after the beginning of the third calendar year following the last calendar year of the applicable performance period.

Mr. Zaslav may elect to defer receipt of the shares issuable pursuant to his PRSU awards, consistent with the deferral terms authorized by the Company. Mr. Zaslav has agreed to defer and/or hold at least 60% of the shares issued in settlement of the PRSUs awarded under the 2014 Zaslav Agreement until 2020 or beyond, unless there is an earlier “Separation From Service” (as defined in the agreement) or “Change in Control” (as defined in the agreement).

Under the 2014 Zaslav Agreement, Mr. Zaslav will no longer receive replenishment grants of cash-settled stock appreciation rights (“CS-SARs”) upon the maturity of any payouts under the Discovery Appreciation Plan or CS-SAR awards made to Mr. Zaslav prior to the execution of the 2014 Zaslav Agreement. Mr. Zaslav will receive grants of Special SARs under the 2013 Incentive Plan, as described below. The Special SARs will vest in four equal annual installments. Under the 2014 Zaslav Agreement, based on the adjustments approved by the Compensation Committee as a result of the 2014 Share Dividend approved by the Board in 2014, the Special SARs will be paid out 25% in Series A and Series C common stock, and the remaining 75% in cash, automatically after vesting. The base price of the Special SARs will be based on the average closing stock price of our Series A (for the Series A Special SARs) and Series C (for the Series C Special SARs) common stock over the ten trading days before and including the grant date and the ten trading days after the grant date; the payout on maturity will be determined using a similar average of the closing stock prices around the applicable vesting date. Mr. Zaslav received his first grant of 3,702,660 Special SARs on January 2, 2014 (as subsequently adjusted by the Compensation Committee to address the 2014 Share Dividend), and will receive subsequent Special SAR replenishment grants upon the payment of Special SARs in connection with scheduled payment dates until the final replenishment grant in 2018, provided Mr. Zaslav remains a full-time employee of the Company. Mr. Zaslav will, within 18 months of the date the cash-settled portion of a Special SAR is paid, use 35% of the net after-tax proceeds therefrom to invest in the Company’s stock, unless there is an earlier “Separation From Service” (as defined in the agreement) or “Change in Control” (as defined in the agreement). Mr. Zaslav will also use reasonable efforts to hold the shares so acquired plus the net shares he receives from the stock-settled portion of the Special SARs for the term of his employment, unless there is an earlier “Separation From Service” (as defined in the agreement) or “Change in Control” (as defined in the agreement), provided that he may liquidate his holdings to finance a transaction that would result in a net increase in his exposure to the Company’s equity. If Mr. Zaslav’s employment is terminated without Cause or for Good Reason (as defined in the agreement), all of the Special SARs, as well as CS-SARs granted prior to the 2014 Zaslav Agreement, will become fully vested and payable in accordance with the terms of such agreement and the applicable awards.

 

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Mr. Zaslav is eligible to participate in all employee benefit plans and arrangements sponsored by the Company for the benefit of its senior executive group, including insurance and retirement plans. Mr. Zaslav is entitled to four weeks of vacation each year. Mr. Zaslav receives a car allowance of $1,400 per month and is entitled to use the Company’s aircraft for up to 200 hours of personal use per year. The Company shall pay for the first 100 hours of personal use and Mr. Zaslav shall reimburse the Company for personal use in excess of 100 hours, in accordance with the Aircraft Time Sharing Agreement between Mr. Zaslav and Discovery Communications, LLC entered into in connection with the 2014 Zaslav Agreement (the “Time Sharing Agreement”). Under the Time Sharing Agreement, the reimbursement rate is two times the actual fuel cost for the airplane, in accordance with FAA-permitted reimbursement methods. Under the Time Sharing Agreement, if the Company requests that a family member or guest accompany Mr. Zaslav on a business trip, such use shall not be considered