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Everyone Gets Paid in CBS-Viacom Except Shareholders

Joe Nocera

(Bloomberg Opinion) -- Is it just me, or does the $100 million “severance” being paid to Joe Ianniello, the acting chief executive officer of CBS Corp., stink to high heaven? For starters, you can make a pretty compelling Elizabeth Warren-esque argument that handing a $100 million “severance” to someone who is not, in fact, leaving the company is exactly why income inequality has become such a hot-button issue.

But let’s be old school about this. Let’s focus on the shareholders and how this is their money that’s being handed to Ianniello. It is also an unpleasant reminder of how the father-daughter combo of Sumner and Shari Redstone seemingly can’t resist throwing hundreds of millions of dollars at executives who have not done much for their stockholders.

The Redstones, of course, control CBS through their privately held film exhibition company, National Amusements Inc. They also control Viacom Inc., which Sumner Redstone bought for $3.4 billion in 1987. (Viacom acquired CBS in 1999.) Until 2016, Sumner Redstone, now 96, was the executive chairman of both companies, though he had largely disappeared from public view two years earlier amid allegations that he was in serious decline. Shari Redstone, 65, is the vice chairman of both companies.

In 2003, when CBS was still part of Viacom — and Sumner Redstone was still in charge — Les Moonves became its CEO, a position he retained when CBS was spun off in late 2005. Between 2007 and 2018, when Moonves was fired for sexual improprieties, the CBS board, led by the Redstones, paid him just shy of $700 million, according to figures compiled by Bloomberg. That’s an average of $63.6 million a year.

I happen to think that $63 million a year is an absurd amount to pay a manager to run a company. But even if you accept that entertainment companies pay their executives insane amounts — Discovery Inc. paid its CEO, David Zaslav $129.4 million last year, for crying out loud — it is reasonable to assume that such an outsized paycheck would be justified by outsized performance.

Not so. During the Moonves era at CBS, the S&P 500 Index returned an average of 9% a year. CBS returned 8.7% a year. In other words, the Redstones and the CBS board paid hundreds of millions of dollars of its shareholders’ money to a man who could barely keep pace with an index fund. (By comparison, the Walt Disney Co. returned 14.6%, and 21st Century Fox returned 10.5%.)

The situation at Viacom is even worse. Remember Philippe Dauman, the former CEO whom Sumner Redstone once called “the wisest man I know”? He ran Viacom for a decade, from 2006 to 2016. According to Equilar, a company that compiles executive compensation figures, his compensation during those 10 years was nearly $500 million — while the stock gained a paltry 2.7% a year on average. You may recall that Dauman wound up in a nasty court fight with the Redstones in 2016, trying to keep his job by contending that Sumner Redstone was no longer mentally competent to make key business decisions. After winning that battle, the Redstones still handed Dauman a parting gift as they pushed him out the door: a $75 million severance package.

Which brings us back to Ianniello. Although he has been acting CEO only since Moonves departed late last year, Ianniello has also been the recipient of the Redstones’ largesse: Between 2016 and 2018, as the company’s chief operating officer, his compensation averaged $27 million a year, according to Bloomberg. The stock? It dropped from the low 70s to the mid-40s during those three years. This is what’s known as “pay for pulse.”

So why did Shari Redstone feel the need to hand Ianniello an additional $100 million? The reasons are twofold. First, Redstone is recombining Viacom and CBS. She doesn’t want Ianniello to leave — at least not right away — but she also isn’t going to make him the top dog. Second, for legal reasons, she can’t ramrod this deal through by herself, even though she is the controlling shareholder. She needs the CBS board and senior management to support the bid.

“You need Joe to get the merger done,” Robin Ferracone, the CEO of executive compensation consulting firm Farient Advisors, told Bloomberg. “So you need to make him indifferent to whether he’s going to lose his job or not.”

Yes, $100 million is certainly likely to buy a whole lot of indifference. Then again, $10 million probably could have achieved the same result. And in any case, if Shari Redstone needs $100 million to, er, persuade one of her executives to support her merger plan, maybe that suggests the merger’s success is not exactly a slam dunk.

I have a hard time seeing how combining two underperforming media companies with a hodgepodge of assets will create a worthy competitor to powerhouses such as Disney, which rolled out its Disney+ streaming service on Tuesday morning, and AT&T, which next year will bundle its media assets into another streaming entrant, HBO Max.

But Shari Redstone wants to combine Viacom and CBS, and with the help of that $100 million, that’s what’s going to happen. When the companies are merged, which is expected to take place next month, the CEO of the combined entity will be Bob Bakish, who is Viacom’s CEO.

Since he took over Viacom, Bakish’s compensation has been surprisingly normal, at least by modern CEO standards. According to company filings, he received about $20 million a year in total pay in 2017 and 2018.

But fear not. Once the deal is done, Bakish’s pay is set to jump to more than $30 million. I predict that he’ll be in Moonves/Dauman territory in no time. After all, overpaying executives is the Redstone way.

To contact the author of this story: Joe Nocera at jnocera3@bloomberg.net

To contact the editor responsible for this story: Daniel Niemi at dniemi1@bloomberg.net

This column does not necessarily reflect the opinion of the editorial board or Bloomberg LP and its owners.

Joe Nocera is a Bloomberg Opinion columnist covering business. He has written business columns for Esquire, GQ and the New York Times, and is the former editorial director of Fortune. His latest project is the Bloomberg-Wondery podcast "The Shrink Next Door."

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