The merger of Viacom Inc. and

CBS
Corp.


CBS.A 1.03%

will be rewarding for the prime executives of both equally companies.

Viacom Main Govt

Bob Bakish,

who will turn out to be president and CEO of the mixed firm, ViacomCBS, has signed a new contract ending 4 several years after the deal closes. The agreement lists wage, bonuses and other incentives worthy of about $31 million a calendar year, approximately fifty five% higher than Mr. Bakish’s complete payment in the most new fiscal calendar year, the organization mentioned in a securities filing.

Performing CBS Main Government

Joe Ianniello,

who will be chairman and CEO of CBS at ViacomCBS reporting to Mr. Bakish, will receive a payout of about $70 million when the deal closes. That payment resulted from a provision in his aged deal at CBS that entitled him to a lump sum if he wasn’t named CEO of the blended company in the function of a merger.

Viacom and CBS—codenamed “Venus” and “Comet” in the merger proposal—last week struck a offer to reunite the empire of media mogul

Sumner Redstone,

developing a conglomerate with a valuation of $27 billion. The deal will blend Viacom’s popular cable channels, which includes Nickelodeon and Comedy Central, as perfectly as its Paramount film and Tv set studio, with the CBS broadcast community and high quality cable channel Showtime.

Directors of Nationwide Amusements Inc., the holding firm that controls CBS and Viacom, voted to approve the merger before past 7 days, according to a human being common with the matter. The board, which consists of

Shari Redstone

and her father, Sumner, voted unanimously in favor of the deal, the man or woman explained.

Mr. Bakish’s new foundation salary is $3.1 million, an maximize of about 3% from his preceding wage of $three million, according to the submitting. He also is suitable for a reward of $twelve.four million, an raise of seventy seven% from his past goal bonus of $7 million, as properly as a prolonged-expression incentive bundle truly worth $16 million, an raise of about 60% in excess of his past incentive package worthy of $ten million.

Mr. Bakish will also be provided a just one-time stock grant of ViacomCBS shares worthy of $five million. A $31 million shell out package deal would make Mr. Bakish the twelfth maximum-paid CEO in the S&P 500, exactly where median total shell out previous calendar year was about $twelve.five million, in accordance to a Wall Avenue Journal examination of 2018 spend facts from MyLogIQ LLC, omitting businesses that adjusted CEOs all through the calendar year.

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It would rank him fifth amongst CEOs in the media-and-entertainment business team who have been on the work for at the very least a 12 months. The two highest-paid out media and leisure CEOs have been Discovery Inc.’s CEO

David Zaslav

and

Walt Disney
Co.

’s

Robert Iger,

whose full 2018 compensation—including overall performance incentives—was about $129 million and $sixty six million, respectively.

Mr. Bakish’s predecessors at Viacom and CBS have made significantly a lot more than what he is established to gain as chief of the put together company. CBS claimed paying out

Leslie Moonves

a lot more than $69 million each and every yr in 2017 and 2016, while Viacom claimed shelling out

Philippe Dauman

$ninety three million in 2016, his final year on the work. The two boards’ composition was significantly diverse at the time.

Mr. Bakish has helmed Viacom considering that late 2016 and has sought to support the enterprise rebound from decades of sinking Television scores and battles with main distributors. He has prioritized protecting carriage for the company’s channels on major cable and satellite providers—accepting lower fees as a trade-off—and has pushed to increase get to on digital shops and streaming services.

Ahead of the offer, Mr. Ianniello signed a agreement that keeps both of those his $three million income and his concentrate on bonuses flat. Mr. Ianniello is obtaining a 1-time grant of 450,000 ViacomCBS shares following the offer closes, in accordance to the submitting. The employment settlement states that grant is aimed at aligning Mr. Ianniello’s interests with those of shareholders and building up for the CBS stock grants that Mr. Ianniello is forgoing by signing a new agreement. That contract expires 15 months right after the offer closes.

Retaining Mr. Ianniello was a priority, in element, for the reason that of his deep expertise of the company’s broadcast operations, its conditions with distributors and its digital partnerships, according to men and women common with the matter. Mr. Ianniello’s work settlement stated only ViacomCBS administrators have the authority to hearth him or alter his compensation—aspects that the Journal claimed past 7 days.

In the two years next the deal’s near, National Amusements has agreed to contemplate in very good religion any presents that would be designed for the blended organization or any other mix that could be viewed as in shareholders’ ideal passions, according to the filing. The filing also stated Viacom would be needed to pay out CBS a break up price of $373 million if it terminates the deal, and CBS would be demanded to pay back Viacom $560 million if it does so.

Viacom and CBS also named the new administrators of ViacomCBS. The new board allots 6 seats for administrators from CBS, four for administrators from Viacom, two from National Amusements and just one for Mr. Bakish.

The directors from Countrywide Amusements are Ms. Redstone, who will be chair of ViacomCBS, and

Robert Klieger,

a current CBS director and an lawyer for Hueston Hennigan LLP. The administrators filling the board seats allotted for CBS are

Candace Beinecke,

Barbara Byrne,

Brian Goldner,

Susan Schuman,

Linda M. Griego

and

Frederick O. Terrell.

The Viacom administrators are

Nicole Seligman,

Ronald Nelson,

Judith McHale

and

Charles E. Phillips, Jr.

Strauss Zelnick,

the acting chairman of CBS and main executive of Take-Two Interactive Program Inc., will not be on the board of ViacomCBS.

The firms on Monday also mentioned payment specifics for CBS Main Fiscal Officer

Christina Spade,

who will be the CFO of ViacomCBS. Ms. Spade will have a foundation wage of $one.four million.

—Theo Francis contributed to this report.

Generate to Benjamin Mullin at Benjamin.Mullin@wsj.com

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