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ViacomCBS unveiled the 13 members of its board of directors and details of the new employment contracts of President and CEO Bob Bakish and CBS President and CEO Joe Ianniello.
The disclosure took place on Monday in a document filed with the Securities and Exchange Commission, six days after Viacom and CBS finally reached a merger deal worth about $ 30 billion.
The record reveals that Ianniello's asset management contract for the CBS brand includes a stipulation that it can only be terminated by the ViacomCBS board of directors, even though it is Bakish's. The Ianniello contract is concluded 15 months after the closing of the merger. The unusual term has led to speculation that its role is envisioned as part of a transition process as companies work on integration. But the wording of the employment contract makes it clear that the fate of Ianniello will be decided by a majority of the 10 independent members of the board of directors.
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"The Surviving Corporation's Board, with the required authorization, shall have the exclusive authority to remove Mr. Ianniello from office or to change his / her duties, authority or responsibilities, subject to the rights of Mr. Ianniello upon termination of employment. ", says the document.
The record also reveals that CBS will pay Viacom compensation of $ 560 million if it decides to cancel the merger before May 13, 2020. Viacom would pay CBS a $ 373 million commission if it reversed the merger. Companies that were together from 2000 to 2005 but split again in 2006. Such a decision is highly unlikely as the majority shareholder of Viacom and CBS, Shari Redstone, is in favor of the transaction. The companies indicated that they expected the agreement to be concluded by the end of the year.
The ViacomCBS Board of Directors includes six former CBS directors: Candace K. Beinecke, Barbara Byrne, Brian Goldner, Linda M. Griego, Susan Schuman and Frederick O. Terrell. Judith McHale, Ronald Nelson, Charles E. Phillips, Jr. and Nicole Seligman are both former Directors of Viacom. Redstone will assume the role of Chairman of the Board. Redstone's lawyer, Robert Klieger, also serves on the board of directors and represents the interests of the National Amusements holding company of the Redstone family.
Bakish's new contract runs four years after the closing date of the merger. It will earn $ 3.1 million a year with a target cash incentive of $ 12.4 million. It will also receive annual equity awards with a target value of $ 16 million.
Ianniello's agreement requires him to earn $ 3 million in annual salary, under the terms of his previous contract. It will receive a one-time purchase grant of approximately $ 19.9 million (based on the closing price of CBS on Monday) in connection with the new contract and the completion of the merger. Ianniello's new contract does not provide for severance pay, as it is already expected that Ianniello will receive up to $ 70 million under a previous contractual commitment.
Under the previous CBS scheme, Ianniello's contract required him to receive severance pay equal to three times his average salary and bonuses for the last three years if he were not promoted to the position of general manager after Leslie Moonves left CBS. Moonves was ousted in September 2018 following allegations of sexual misconduct in his past. Despite the changes in the merger agreement between CBS and Viacom, Ianniello is still entitled to this money, but his new 15-month contract taking effect at the closing of the merger does not involve severance pay .
Bakish's compensation in 2018 was approximately $ 19.9 million. Ianniello was online to earn at least $ 23 million this year under the extension of the short-term contract that he signed with CBS in April.
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