Nearly a week after striking a deal to merge, media giants Viacom Inc. and CBS Corp. set out the combined company’s board of directors and newly minted contracts for top brass Bob Bakish and Joe Ianniello.
Details of the reunion were disclosed Monday (Aug. 19) in a filing with the U.S. Securities and Exchange Commission.
The filing stipulates breakup fees for the companies, which first merged in 1999 and subsequently split in 2006. Should CBS pull the plug on the deal before May 2020, it will be required to pay Viacom a US$560 million breakup fee. If Viacom pulled out, the youth-focused media company would pay a $373 million fee.
Bakish (pictured left), formerly the president and CEO of Viacom, enters a four-year agreement to helm ViacomCBS Inc. as president and CEO, earning an annual base salary of $3.1 million. He will also receive equity compensation with a target value of $16 million and a target annual cash bonus totaling $12.4 million.
Ianniello’s (right) contract as CBS chairman and CEO runs 15 months from the merger’s closing. The former CBS president and acting CEO will report to Bakish, though the filing states ViacomCBS board members will have “exclusive authority” to remove the CBS executive from the position or modify his duties.
Alongside Bakish, the ViacomCBS board of directors is comprised of four Viacom executives: Judith McHale, Ronald Nelson, Charles Phillips, Jr. and Nicole Seligman.
CBS directors joining the board include: Candace Beinecke, Barbara Byrne, Brian Goldner, Linda Griego, Susan Schuman and Frederick Terrell. Representing National Amusements Inc., controlling shareholder of the combined company, are Shari Redstone, serving as the non-executive chair, and Robert Klieger.
Christina Spade, EVP and chief financial officer of CBS, and Christa D’Alimonte, EVP, general counsel and secretary at Viacom, will hold the same titles at ViacomCBS.