He saw $93 million in compensation for the fiscal year that ended in September, the company says in a proxy just filed at the SEC. The package included $3.6 million in salary, $13.8 million in stock awards, $7.5 million in option awards, $9.7 million in non-equity incentives, and $58.4 million in other compensation — which includes the previously disclosed termination benefits.
Dauman’s pay for the work he did was pro-rated to August 18 when he left. His 2015 package totaled $54.2 million.
Viacom will hold its annual shareholders’ meeting on February 6 at the corporate headquarters in New York. These are usually uneventful given that Sumner and Shari Redstone’s National Amusements controls about 80% of the voting shares.
But after that meeting, Sumner Redstone — who’s Chairman Emeritus — will “continue to participate in meetings of the Board in a non-voting role.” Dauman challenged the 93-year-old’s competence as part of his campaign to block Redstone’s decision to oust the then-CEO.
Viacom paid Redstone $1.3 million for his work as Chairman until May 20, when he stepped down.
The company issued a statement saying that it’s “indebted” to Redstone “for his decades of extraordinary leadership” and “grateful for his continued dedication to the company and his contributions as Chairman Emeritus.”
The board’s less charitable assessment of Dauman’s performance is evident in at least one number: His $9.7 million bonus was less than half of the $20 million target.
Still, the former CEO benefited from terms of a 2015 contract renewal designed to keep him on board to the end of 2018. It included performance related stock units that the proxy says were designed to “motivate his performance in the long-term interests of the company.” The vesting of that award “was accelerated upon Mr. Dauman’s separation from Viacom,” the document says.
His departure was deemed to have been a termination without “cause,” entitling him to the maximum payout. That included three times his base salary and target bonus, with adjustments for the time left on his contract.
The board’s Compensation Committee says that Viacom “managed through a challenging period of uncertainty and transition with mixed results” in the fiscal year — a period when Viacom’s stock price fell 12.5%.
Viacom execs benefited from the committee’s discretionary decision to increase short term incentive pools “to stabilize and engage employees given the uniquely challenging environment of uncertainty and transition during the year.”
Tom Dooley, who was COO until August 18 when he temporarily replaced Dauman as CEO, made $27.9 million in the fiscal year, down 5% from 2015. That does not include the $58.2 million exit fee awarded after the end of the fiscal year.
The board credits him with providing “strategic leadership and management for our company during a uniquely challenging time of uncertainty and transition.”
The Compensation Committee was chaired by former Discovery Communications CEO Judith McHale, who joined the board in August as part of the Redstone’s effort to wrest control from Dauman. She was joined by Eversource Energy Chairman Thomas May, another newcomer who also chairs the Viacom board; Inside Edition anchor Deborah Norville, who has been on the board since 2013; and former Sony Entertainment President Nicole Seligman, a newcomer.
Former Leadership for International Finance CEO Blythe McGarvie also was on the committee, but is not up for re-election to the board.
After the shareholder meeting, the board will consist of 10 members, down from the current 15. Others leaving: Dauman allies George Abrams and Frederic Salerno, and William Schwarz.