Viacom CEO Bob Bakish will earn $31 million as CEO of the newly-combined ViacomCBS, according to an SEC filing Monday.
That would represent a jump of 55% from his 2018 pay. Here’s how it breaks down:
Bakish’s base salary will be $3.1 million, and he’ll be eligible to receive annual grants of equity compensation with an aggregate target value of $16 million. Bakish’s target annual cash bonus under the ViacomCBS’ senior executive short-term incentive plan will be $12.4 million. He will also get a four-year contract extension upon the merger’s closing, with options for a one-year renewal after three years.
The $31.5 million package is less than half of what former CBS CEO Leslie Moonves made in 2017 ($69.1 million), his last full year on the job. Moonves only made $12.6 million in 2018 after forfeiting $34.5 million of his $42.5 million in stock awards as part of his separation agreement last year. He resigned following multiple sexual misconduct accusations in September.
Last week, Viacom and CBS announced their intentions to combine and form a new company called ViacomCBS. The deal puts the CBS broadcast network, Viacom’s stable of cable channels like MTV and Nickelodeon, and the Paramount film and TV studio under one roof. The transaction is subject to regulatory approvals and other customary closing conditions. It is expected to close by the end of this year.
The filing also stated that Joe Ianniello, who will become Chairman and CEO of CBS Networks and extended his contract through 2021, has a stipulation that he can only be fired or have his duties modified by the ViacomCBS board of directors, even though he reports to Bakish. The filing also clarified that Ianiello’s new contract is a 15-month fixed extension that kicks in after the merger’s closing.
While Ianniello compensation will remain the same, he will get a payout of nearly $70 million when the deal closes. He had a stipulation in his prior contract when he became acting CEO of CBS that entitled him to that amount if he wasn’t named CEO of the combined company following any potential merger.
ViacomCBS also revealed the board members under Shari Redstone, who will serve as chairman of the board:
Candace K. Beinecke, Barbara M. Byrne, Brian Goldner, Linda M. Griego, Susan Schuman and Frederick O. Terrell for CBS. For Viacom: Judith McHale, Ronald Nelson, Charles E. Phillips, Jr. and Nicole Seligman. Redstone attorney Robert Klieger is also on the board representing the interests National Amusements Inc, the Redstone-owned controlling stakeholder of both companies.
Strauss Zelnick, who took over as chairman of CBS’ board, will not be part of the ViacomCBS board.
The filing also stated that the merger agreement can be terminated by either company if it’s not closed by May 13, 2020. CBS would be on the hook for $560 million if it called off the merger, while Viacom would have to pay $373 million if it decided to cancel the deal.