Viacomcbs
VIA COM CBS’ FIRST proxy following CBS’ Dec .4 acquisition of Via com is the most creative of this year’s pack. Consider the imaginative way it calculated CEO Bakish’s compensation versus the median pay for a Viacomcbs employee — which it reported at 349-to-1. It arrived at that ratio in a roundabout way. Viacomcbs’ official report said he made $8.4 million for the roughly four weeks that he ran the new company. On top of that, Viacom said Bakish made $24.4 million for the 12 month period that ended on Sept. 30. Viacomcbs’ number lops off roughly a quarter of that because it was earned prior to its official fiscal year. The company figured that Bakish would have been eligible to receive $60.9 million in severance and other payments if he had not become CEO after the deal. But he received none of that amount. The company made another interesting call that further reduced the Ceo-to-employee pay ratio: It figured that the average Viacomcbs employee in 2019 made $104,791 — which it based solely on the pay for CBS’ 15,511 workers. Leaving out the 10,631 Viacom employees who joined Viacomcbs at the same time Bakish did makes a big difference. Viacom reported that its average employee made $39,110 in 2019, since about 30% were low-paid contract workers. Viacomcbs made another important judgment call by basing the ratio on the estimated pay for Bakish instead of on the compensation for Joseph Ianniello, who had been acting CEO for most of the year — and could have undermined the acquisition if he wanted. Don’t weep for Ianniello. The executive walked away with $125.4 million. That includes more than $20 million in cash and bonus guarantees CBS gave him in April 2019 to remain to the end of the year. And four months later, when Viacom and CBS reached an agreement, Ianniello won nearly $22 million in stock that CBS described as “an inducement” to stay and “further align his interests with those of our stockholders.” When the deal closed in December, directors signed him to a 15-month contract, with no cut in pay, to run CBS under Bakish. That paid off for the executive less than two months later when he left the company, collecting top-dollar severance terms, since Viacomcbs said he wasn’t terminated for cause. The proxy says that management is judged in part on its efforts to “build a workplace culture of dignity, transparency, respect, diversity and inclusion.” The board under controlling shareholder Redstone stands out as the only one in the group we monitor that’s majority female.