This won’t satisfy activists who regularly thrash Viacom’s corporate governance practices — including the recent decision to give CEO Philippe Dauman the second job of Executive Chairman. But it’s something. The company said today that the board created a position of Lead Independent Director and gave the job to Frederic Salerno. He’ll be a liaison between Dauman and the independent directors.
“I am committed to strong governance practices that are thoughtful, focused and proactive, particularly in this time of transition for the company,” Dauman said. “I am delighted that Fred has agreed to take on this important new role that will help maintain a sharp focus on the interests of our entire shareholder base” — not just Chairman Emeritus Sumner Redstone, who controls 80% of Viacom’s voting shares.
Viacom Investors Support Board Despite Advisory Firms' Objections
Salerno was CFO of Verizon until 2002 and has been on the Viacom board since 1987. He also has been on the board of CBS — which Redstone also controls — since 2007 and serves on the boards of Akamai Technologies, IntercontinentalExchange, and FCB Financial Holdings.
At Viacom’s annual meeting this past Monday, he was re-elected to the board over the objections of two of the most prominent shareholder advisory firms: Institutional Shareholder Services and Glass Lewis.
Salerno chairs the Compensation Committee, and both groups say that it has supported unjustifiably large packages for top executives including Dauman. Last year, the CEO — helped by a contract renewal — received a pay package valued at $54.2 million. That was 22.2% more than he made in 2014, even though Viacom’s share price fell 42.5% in the fiscal year after factoring in dividends.
“Philippe has set out a clear vision for Viacom that is focused on its unique strengths and global ambitions,” Salerno says. “I believe that we are poised for tremendous accomplishments and that Viacom’s management team will deliver even greater value in the years ahead.”
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