NEW YORK — Viacom Monday announced sweeping changes to its board, adding three blue-chip directors: Carter administration health secretary Joseph Califano Jr., Clinton administration defense secretary William Cohen and Alan Greenberg, chairman of the executive committee of Bear Stearns.
CBS chief Leslie Moonves, former CSFB topper Ken Miller, Sumner Redstone’s son Brent Redstone and George Conrades, chairman of Akamai Technologies and a former CBS director, will step aside to make way for the new members.
Viacom unveiled the slate in a proxy statement filed Monday with the Securities & Exchange Commission. The shuffle, which was expected, comes several weeks after chairman and controlling shareholder Redstone tightened his operating grip on the company via a revised contract with chief operating officer Mel Karmazin.
The media conglom also disclosed rich 2002 pay packages for top execs, with Redstone and Karmazin each receiving a $3.6 million salary and bonuses of $16.5 million — up a hefty 37% from the year before.
Each also was granted a package of 600,000 new stock options, currently valued at $13.8 million.
The pair is likely to get an earful from shareholders at Viacom’s annual meeting, scheduled for May 21. Viacom’s stock, while it proved sturdier than many of its peers’, still slid about 14% last year. The proxy said the bonuses were based on operating income, not share price, and that the compensation committee considered a number of factors, “including the role played by Redstone and Karmazin in achieving record operating results in an extraordinarily difficult environment.”
A company spokesman also noted the duo received $15 million bonuses in 2000 — meaning the 2001 figure represented an unusually low base.
Chief financial officer Richard Bressler was awarded a base salary of $1.075 million last year plus a $5 million bonus.
In May, shareholders are set to approve the revamped board, which will shrink to 17 members from 18, and include 11 so-called independent directors not formally affiliated with Viacom. Karmazin will become the sole manager from Viacom on the board. Shari Redstone, Redstone’s daughter and head of movie theater chain National Amusements, will keep her board seat as well.
“The changes in the composition of our board reflect our deep commitment to good corporate governance,” Redstone said in a statement. Viacom, he said, had gone well beyond guidelines for independent directors established by the SEC and the New York Stock Exchange.
Redstone thanked the departing directors for their service to the company and vigorously praised Moonves. “I particularly want to express our thanks to Leslie Moonves, who graciously accepted our request to step down from the board to make room for new independent directors. Leslie is one of the most talented executives in the entertainment business and, in his continuing role — (at) CBS, he has led the network to the top spot among broadcasters and has greatly enhanced and expanded our television operations.”