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It turns out that a press release issued a few days ago disclosing Viacom CEO Philippe Dauman’s compensation was $17 million light.
In a regulatory filing Friday, Dauman’s total pay was $54.15 million, which includes $17 million for “contract renewal.”
His salary for fiscal 2015, therefore, is 22 percent higher than it was the year earlier, when he was paid $44.33 million and was one of the highest-paid executives in the country, despite his management of a company whose stock has been woefully underperforming.
Viacom’s stock in the latest fiscal year fell 43 percent.
Viacom on Friday also explained in its regulatory filing that a previously announced 85 percent pay cut for Sumner Redstone is due to “reduced responsibilities” for the ailing executive chairman.
Viacom has said that Redstone remains mentally competent, while former companion Manuela Herzer has questioned that premise.
After disclosing mid-week that Dauman made at least $36.9 million in fiscal year 2015, Viacom clarified Friday that his compensation for the year amounted to $37.15 million — but only if you inexplicably strip out the extra $17 million the company paid him for his contract renewal.
Redstone was paid a salary of $2 million in the fiscal year and received an additional $1,950 for his 401(k) profit-sharing plan and another $7,759 for a car service. The massive pay cut is owed mostly to the fact that Redstone received nothing in “non-equity incentive plan compensation” while a year earlier he received $10 million in that category.
“In light of Mr. Redstone’s reduced responsibilities for fiscal year 2015, no target bonus was set and no award was made for fiscal year 2015,” Friday’s filing says.
Dauman’s salary, bonus and stock awards were first disclosed in a Wednesday statement. On Friday, the company’s annual proxy statement revealed not only an additional $17 million but also compensation of $220,361 for personal use of Viacom’s aircraft, $18,208 for a car service plus money for his 401(k) and life insurance.
In response to an inquiry about the discrepancy between Wednesday’s press release and Friday’s filing, Viacom emailed the following: “The contractual award was a previously disclosed discreet equity award associated with the extension of Mr. Dauman’s employment agreement that is presented as a lump sum in the 2016 proxy, but will not vest to Mr. Dauman until 2017, 2018 and 2019. The ultimate value of the award will depend on the stock price at vesting.”
Dauman’s contract runs through the end of 2018. His latest contract extension contained a new clause that gives him the right to resign if someone other than Redstone or himself becomes executive chairman.
COO Thomas Dooley was paid $29.4 million in the fiscal year, down from $35 million the year before, while CFO Wade Davis made $6 million, up from $4.7 million, according to Friday’s filing.
The regulatory filing disclosing the executive pay details also confirmed that, as expected, Viacom shareholders will get to vote at the company’s annual meeting on whether to extend voting rights to all shareholders. Redstone controls about 80 percent of Viacom’s Class A voting shares, while Class B shares have no voting power.
Viacom has said that its dual-class stock structure allows it to focus on long-term goals. The proposal is widely expected to fail due to the majority vote of Redstone’s holding company, but the vote will be seen as a way to gauge investor sentiment towards the company and Redstone’s continued stewardship.
In Friday’s filing, Viacom says Redstone will remain in his current role, despite the diminished responsibilities.
“The board of directors believes it is appropriate for Mr. Redstone to be chairman of the board because of his position as our controlling stockholder, his role in founding Viacom, including managing it for many years, his extensive experience in and understanding of the media and entertainment industry and his relationships in the business community,” the filing reads.
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