Viacom disclosed some of the executive compensation numbers for the 2015 fiscal year earlier this week. But the just-filed proxy at the SEC shows it left out a big component of CEO Philippe Dauman’s package — $17 million in stock awards for his contract renewal — that enabled him to do quite well in a year of brutal losses for shareholders.
The contract renewal benefits brought his total to $54.2 million. That’s up 22.2% from 2014 and is the most he has reported since 2010, when he pulled down $84.5 million. The package includes $4 million in salary, $28.4 million in stock awards (including the contract renewal), $7.5 million in option awards, $14 million in non-equity incentives, $13,803 change in pension value, and $263,525 in other compensation.
The “other” category includes $220,361 for personal use of the Viacom aircraft plus $18,208 for a car service.
The board says that the company’s results in the last fiscal year were “solid in a challenging environment.” That “solid” performance included a 42.5% drop in Viacom’s stock price after factoring in dividends while revenues fell 3.7% to $13.3 billion and net income dropped 19.6% to $1.9 billion.
To be sure, the compensation tally for Dauman (and most top executives) includes stock and options that pay out or vest over time. If the share price doesn’t rise, then they may be less lucrative than the proxy indicates.
But SEC has strict rules governing these disclosures. They’re designed to help shareholders compare results at different companies. They also prevent boards from escaping embarrassment for outsized executive pay packages by leaving out or underestimating not-yet realized potential gains.
As Viacom previously reported, Redstone was awarded his $2 million salary but no bonus “in light of Mr. Redstone’s reduced responsibilities for the year.”
Some shareholders might argue that even that was too much: It’s not clear how much the 92-year-old, who controls 80% of the company votes, was able to contribute. A former companion, in a bitter court dispute over his care, described him as a “living ghost” — a claim that Dauman denies.
The board says that “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.”
Viacom plans to have its next annual meeting March 14 in Miami.
Shareholders will have a chance to vote on a resolution calling on Viacom to get rid of its dual class stock, the source of Redstone’s power.
“By allowing certain stock to have more voting power than other stock our company takes our public shareholder money but does not give us an equal voice in our company’s management,” the resolution says. “Without a voice, shareholders cannot hold management accountable.”
It adds that the board’s corporate governance practices resulted in a worst-possible score of 10 from proxy advisory firm ISS and an “F” from GMI.
Viacom, of course, opposes the resolution. It says that the current structure “has contributed, and continues to contribute, to our stability and long-term stockholder returns.”
To the charges against the board, the company says that it “pays great attention to its governance and its responsibilities to all of our stockholders and believes that its governance is excellent.”
The proxy shows that the Compensation Committee was chaired by Frederic Salerno, who’s also on the CBS board. Other members included Blythe McGarvie (also a director of Accenture, LKQ Corp. and Sonoco Products and a former director of The Pepsi Bottling Group and The Travelers Companies), Inside Edition anchor Deborah Norville, Infor Global Solutions CEO Charles Phillips Jr., and former law professor William Schwartz.