Board Members, Management Contracts, Plus – Deadline

Viacom and CBS have been following the news of last week's merger with regulatory filings published on Monday, which set out some key details of their long-awaited meeting, including executive compensation, board composition and dissolution costs. .

Breaking fees are still part of the mix of mergers, but forgive the skeptics of the media and Wall Street if they find this clause particularly relevant in the case of CBS and Viacom. In SEC filings, if Viacom were to terminate the transaction by May 13, 2020, CBS would owe $ 373 million to CBS. If CBS were to withdraw before that date, it would have to pay $ 560 million to Viacom.

Bob Bakish, who heads Viacom as CEO since 2016 and is able to lead the new entity, has signed a four-year contract paying him a base salary of $ 3.1 million a year. He will be eligible to receive stock compensation with an aggregate target value of $ 16 million, plus a target annual cash bonus of $ 12.4 million, the actual bonus being determined based on a set of formulas.

Joe Ianniello, who will chair the CBS President and CEO under Bakish, also resumed operations, but only in early 2021. Under his contract with CBS, Ianniello will receive a lump sum payment of $ 70 million of dollars the end of the merger because it's not seen to award the top job.

Asked in an interview with CNBC last week about the payment to Ianniello, Bakish said, "His contract is his contract." Highlighting the 20 years of connection between the two leaders, which began when CBS and Viacom were part of the same company, Bakish "We are excited to be moving forward together. We will create a lot of value here. And we are eager to continue. "

The total amount of more than 31 million USD represents a significant increase for Bakish, who made 20 million USD in 2017 and 2018. Bakish's predecessor, Philippe Dauman, turned his head by pocketing $ 93 million in 2016 after leading years of society's decline. Behind the scenes at CBS, the former CEO, Les Moonves, had received nearly $ 70 million in salaries in recent years.

Christina Spade, who became CFO of CBS last fall, will be the CFO of the combined company for a base salary of $ 1.4 million. Viacom's CFO, Wade Davis, will step down after closing the merger.

The ViacomCBS Board of Directors will consist of six directors of CBS: Candace K. Beinecke, Barbara Byrne, Brian Goldner, Linda M. Griego, Susan Schuman and Frederick O. Terrell; and four Viacom directors: Judith McHale, Ronald Nelson, Charles E. Phillips, Jr. and Nicole Seligman. The directors appointed by National Amusements, the majority shareholder of Viacom and CBS, will include NAI chief Shari Redstone, who will serve as non-executive chairman, Robert N. Klieger, and Bakish.

Strauss Zelnick, head of media and video games who has been acting chairman of CBS for the past few months, will not be part of the ViacomCBS board of directors.

The $ 30 billion merger, fully composed of shares, is expected to get endorsed by the federal regulators by the end of 2019.