Moonves’ compensation was disclosed Friday in CBS’ annual proxy filing with the Securities and Exchange Commission. The filing also revealed that former Time Warner head Richard Parsons has been nominated to join the CBS board of directors, replacing producer Arnold Kopelson. CBS has set May 18 as the date for its annual shareholders meeting, where Parsons is likely to be easily approved.
The annual disclosures come at a time when Moonves and the CBS Corp. board are in the spotlight because of the contentious effort to formally reunite CBS Corp. with Viacom, its corporate cousin that is also controlled by Sumner Redstone’s National Amusements holding company. CBS made a low-ball initial all-stock offer for Viacom assets on March 30 that has rankled Shari Redstone, who has been nudging the two companies back to the altar in her role as president of National Amusements.
Moonves’ earnings for the company’s 2017 fiscal year included a $20 million bonus and $43.7 million in stock awards and options. In fiscal 2016 he raked in a $32 million bonus after signing a new employment contract. Moonves’ high rate of compensation has been a source of criticism from corporate watchdog groups for some time. It is also believed to be a concern of Shari Redstone that could become part of the larger public tussle over the fate of CBS and Viacom if Redstone decides to take proactive steps to reshape the board governance and management of CBS. This scenario has emerged as a possibility in the past week amid signs of a stalemate in the merger negotiations. It’s no secret that CBS Corp. would prefer to stay independent of Viacom, as evidenced by the lack of a premium in its initial stock offer for Viacom.
As of Friday afternoon, CBS was still waiting for a counteroffer from Viacom to their opening bid. The lack of response has raised speculation that Redstone may table the merger effort — for the second time in less than two years — rather than try to fight through a stalemate between the boards of CBS and Viacom. In this context, the decision to bring on Parsons could be an olive branch by CBS to Redstone given Parsons’ strong reputation and experience as a corporate leader.
CBS’ proxy filing also disclosed the 2017 salary for CBS Corp. chief operating officer Joe Ianniello, who took in $22.1 million in 2017 compared to $29 million in 2016. Ianniello has also been in the spotlight amid the CBS-Viacom negotiations. Moonves wants to maintain his core corporate team as the top managers if the companies are to be combined under his leadership as CEO, with Ianniello remaining in his role as COO. Viacom’s board is pushing for a large role for Viacom CEO Bob Bakish.
CBS’ chief legal officer Lawrence Tu ($8.1 million) and communications boss Gil Schwartz ($4.7 million) saw their 2017 take-home pay drop from 2016. Anthony Ambrosio, chief administrative officer and head of human resources was up to $5.7 million, from $5.3 million in 2016.
(Pictured: Leslie Moonves)