The board credited the CEO with helping to “provide strategic leadership and management” that helped Viacom generate fiscal 2014 results that it describes as “solid,” in a proxy just filed at the SEC. Philippe Dauman’s package consisted of $3.9 million in salary, $12.4 million in stock awards, $7.5 million in option awards, $20 million in non equity incentives, $44,866 change in pension value, and $500,313 in other compensation. The last category included $457,564 for personal use of the company aircraft, and $17,458 for a car service.
Dauman’s compensation accounted for 42.4% of the total paid to the five execs named in the proxy. He made 4.3 times the median for the other four, a group that includes Executive Chairman Sumner Redstone. Corporate governance watchdogs believe that a a ratio of more than three can be a signal that the CEO has too much power.
Viacom shares depreciated 8.6% in the fiscal year that ended in September.
Redstone — who controls 79.5% of the voting shares — was the only executive of the five named in the proxy whose compensation fell since 2013. He made $13.2 million, a 63.6% drop without the boost he saw last year from a change in the value of his pension.
The board’s Compensation Committee is chaired by former Verizon CFO Frederic Salerno — who’s also on the board of CBS, which Redstone also controls. Other members include Blythe McGarvie (former CEO of Leadership for International Finance), Deborah Norville (anchor of Inside Edition), Charles Phillips Jr. (CEO of Infor Global Solutions), and William Schwartz (a lawyer and former law school professor).
The annual meeting, to be held March 16 in Miami Beach, likely will be pretty dull. There are no shareholder proposals in the proxy. And Viacom won’t ask investors to offer an advisory vote on whether they approve of the executive compensation arrangements; the next such vote is scheduled for the 2017 gathering. The board says that the current plans “provide a competitive pay-for-performance package that effectively incentivizes our [executives] and encourages long-term retention.”