Four directors of Paramount Global will not standing for re-election at the annual meeting, an SEC filing has confirmed, paring the board down to seven directors.
Shareholders will vote on directors and other matters at the meet, which Paramount has set for June 4.
The proxy statement, which also lists the salaries of a company’s top five highest paid executives, said CEO Bob Bakish saw his compensation package dip slightly in 2023 to $31.3 million from $32 million in the prior year. He was by far the top-paid member of the senior management team, with the next-best-compensated being CFO Naveen Chopra, with a total package worth $8 million.
Bakish saw a $3.1 million base salary, stock awards worth $15.5 million and a cash incentive bonus of $12.4 million plus another $200+k for a total of $31.26 million.
Paramount is currently in an exclusive 30-day exclusive negotiating window with David Ellison’s Skydance Media for a deal that is so far deeply unpopular with most investors. The window ends May 3, a month before the annual meeting. Early reports of the exit of directors seemed certainly related to the talks but it wasn’t clear how. Many took the departures as a sign that the exiting board members, loyal to Redstone, couldn’t be seen rubber-stamping a deal that shareholders opposed and that, if approved, would lead to litigation.
The four board members who are not running for re-election include Redstone’s attorney, Robert Klieger; former Spotify and Condé Nast executive Dawn Ostroff; former Sony Pictures Entertainment President Nicole Seligman; and banking exec Frederick Terrell. The four departing directors each took home between $282k and $409k apiece last year for their time on the board.
“Why Would Four Directors Not Stand for Reelection?” wondered LightShed Partners’ Richard Greenfield in a note today. If it’s to leave before a final board vote on Skydance, which will lead to public shareholder lawsuits “why not just leave the Board today? Why wait for the annual meeting?” Since the Skydance exclusive window ends before the annual meeting, “a vote is possible before these members leave the board, which would negate saving them from lawsuits.”
“Know the Skydance deal will be approved and they are leaving to make room for new Skydance Board members, as Skydance would become the controlling shareholder of Paramount. This also makes no sense as the deal could take a full year to close.”
Or “Tired of the chaotic and dysfunctional Paramount Board and just want out, regardless of the strategic review.”
Skydance is said to have offered to pay $2 billion largely to Redstone to acquire NAI’s voting control of Paramount Global. NAI also owns the National Amusements theater chain but its not clear where that would land.
Apollo Global made a $26+ billion bid for all of Paramount but the company has not engaged with the private equity giant yet on the offer.
The seven nominees seeking re-election to Paramount Global’s board are Shari Redstone, Paramount’s non-executive chairwoman and head of the Redstone family holding NAI, which controls Paramount; Bakish; Barbara Byrne, Linda Griego, Judith McHale, Charles Phillips, Jr. and Susan Schuman.
