ViacomCBS has unveiled the 13 board members and details of new employment contracts for President-CEO Bob Bakish and CBS Chairman Joe Ianniello.
The disclosure came Monday in a filing with the Securities and Exchange Commission six days after Viacom and CBS finally struck a $ 30 billion merger agreement with all shares.
The filing reveals that Ianniello's contract to operate assets with the CBS mark includes a provision that he can only be fired or have his duties changed by the ViacomCBS board, even though he reports to Bakish. Ianniello's contract runs 15 months after the merger closes. The unusual expression has led to speculation that his role is thought of as part of a transition process as companies work on integration. But the language of the employment agreement makes it clear that Ianniello's fate will be decided by a majority of the 1
“The Surviving Corporation Board, by required approval, will have the exclusive authority to remove Mr. Ianniello from his position or change his duties, authority or responsibility, subject to Mr. Ianniello's termination rights, "the filing states.
The filing also reveals that CBS will pay Viacom a $ 560 million settlement fee if it decides to terminate the merger before May 13, 2020. Viacom would pay CBS a fee $ 373 million if it makes a face on the remuneration of the companies that were together from 2000 to 2005 but split again in 2006. Such a move is highly unlikely as Viacom and CBS controlling shareholder Shari Redstone are in favor of the deal. they expect the agreement to close by the end of the year.
The ViacomCBS Board includes six former CBS directors: Candace K. Beinecke, Barbara M. Byrne, Brian Goldner, Linda M. Griego, Susan Schuman and Frederick O. Terrell. Four former Viacom directors are on the panel: Judith McHale, Ronald Nelson, Charles E. Phillips, Jr. and Nicole Seligman. Redstone will serve as chairman of the board. Redstone lawyer Robert Klieger is also on the board representing the interests of the Redstone family's National Entertainment holding company.
Bakish's new contract runs for four years after the end of the merger. He will earn $ 3.1 million a year with a cash target bonus of $ 12.4 million. He will also receive annual share premiums with a target value of $ 16 million.
Ianniello's agreement requires him to earn $ 3 million in annual salary, according to the terms of his previous contract. He will receive a one-time grant worth around $ 19.9 million (based on CBS & # 39; closing price on Monday) in connection with the new contract and the merger. Ianniello's new contract has no provisions for any severance pay, because Ianniello is already scheduled to receive as much as $ 70 million as part of a previous contract obligation.
According to the previous CBS regime, Ianniello's contract asked him for a severance payment. equals three times the average salary and bonus for the previous three years if he was not promoted to the top manager job after Leslie Moonves left CBS. Moonves was removed in September 2018, amid charges of sexual abuse in his past. Despite the changes in the merger agreement between CBS and Viacom, Ianniello is still entitled to that money, but in return his new 15-month contract, which comes into effect when the merger is closed, does not include a final package.
Bakish's 2018 compensation was about $ 19.9 million. Ianniello was in line to earn at least $ 23 million this year according to the short-term contract extension he signed with CBS in April.