Viacom Creates Lead Independent Director Role for Frederic Salerno

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The exec is a board member of the conglomerate who is a retired CFO of Verizon.

Viacom has created a new position called "lead independent director" to be filled by Frederic Salerno, a board member of the conglomerate who is a retired CFO of Verizon.

In his new role, Salerno will coordinate the activities of the independent directors and be the liaison between them and CEO Philippe Dauman, who assumed the role of executive chairman when Sumner Redstone recently stepped down.

Viacom's board has come under criticism from some large shareholders, and observers see the creation of a lead independent director as a move to cool the fire. Salerno, though, probably isn't the least controversial choice, given he is chair of the compensation committee and was instrumental in awarding Dauman a hefty $54 million in fiscal 2015 while the stock sank 43 percent.

At Viacom's shareholder meeting Monday, all of the company's director nominees were easily elected, as was expected given that Redstone controls the majority of voting shares. Salerno, though, received more "withheld" votes than any other nominee. In the prior year, it was Inside Edition anchor Deborah Norville who received the most opposition to her re-election to the Viacom board.

Prior to Monday's vote, Independent Shareholder Services, a proxy advisory firm, recommended shareholders vote against re-electing Salerno to the Viacom board.

Since Dauman was elevated a month ago, many on Wall Street have been expecting the creation of a lead independent director, since that is common operating procedure for companies that have a CEO who is also the board chairman.

"Fred has been a strong leader as a member of our board and his judgment, broad perspective and experience will serve him and the board well as he undertakes his new role as lead independent director," said Dauman. "I am committed to strong governance practices that are thoughtful, focused and proactive, particularly in this time of transition for the company."

Said Salerno: “I look forward to greater involvement in representing Viacom’s shareholders. Philippe has set out a clear vision for Viacom that is focused on its unique strengths and global ambitions. I believe that we are poised for tremendous accomplishments and that Viacom’s management team will deliver even greater value in the years ahead.”

 

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