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ViacomCBS Paid Nearly $20 Million to Top Lawyers in 2019

April 8, 2020, 1:22 PM

ViacomCBS Inc., the media conglomerate created after the recent reunion of CBS Corp. and Viacom Inc., paid a handful of lawyers nearly $20 million in total compensation during 2019.

The New York-based company disclosed in an annual proxy statement filed April 3 that five lawyers were among its top paid executives last year. The $11.7 billion all-stock combination finalized in December 2019 saw CBS become the acquiring entity in the merger. As a result, ViacomCBS’ proxy details pay earned by executives working for the combined company or those from legacy CBS.

ViacomCBS’ highest-paid lawyer in 2019 no longer works for the company.

Lawrence Tu, who served as chief legal officer of CBS from 2014 until he left the company in early 2019, earned more than $7.23 million in total compensation last year. ViacomCBS’ proxy shows Tu received $543,462 in base salary, nearly $4 million in stock awards, and $2.73 million in “other compensation.”

Tu stepped down March 1, 2019, as CBS’ legal chief but acted as an adviser to the company’s CEO until April 30, 2019. His separation agreement calls for Tu to receive nearly $2.03 million in base salary continuation, $4.05 million in bonus payments, and nearly $4.5 million in accelerated vesting of stock.

Laura Franco, who succeeded Tu as general counsel of CBS, earned almost $5.71 million in total compensation last year. Her pay was comprised of $924,519 in salary, a $1 million cash bonus, and nearly $3 million in stock, according to ViacomCBS.

Franco, who now serves as legal chief for CBS-branded businesses under the ViacomCBS umbrella, entered into a new employment agreement with the company last year that calls for her to receive a $1 million base salary, an annual target bonus equivalent to that sum, and additional stock grants.

Bloomberg data shows that Franco currently owns about $472,000 in ViacomCBS stock.

New Legal Team

Christa D’Alimonte, a former Viacom general counsel who took over as head of the combined company’s law department in 2019, earned $483,097 in total compensation, almost all of which came in the form of salary and a cash bonus.

D’Alimonte’s pay while presiding over a significant merger—which has helped other law department leaders reap wage-earning windfalls—is somewhat of a misnomer since her pay from legacy Viacom is not included in the 2019 proxy filed by ViacomCBS.

D’Alimonte entered into a new employment agreement in August 2019 that gives her a $1.25 million base salary, an annual cash bonus equal to 125% of that base salary, and annual equity awards “with an aggregate target value” of nearly $2.2 million, according to securities filings last year by legacy Viacom.

Bloomberg data shows that D’Alimonte owns almost $231,000 in ViacomCBS stock, while Nancy Phillips, hired by ViacomCBS in November 2019 to serve as an executive vice president and chief people officer, owns shares in the combined company worth roughly $1.35 million.

Phillips, who began her career as an attorney, earned more than $3.12 million in total compensation last year from ViacomCBS, the bulk of that sum being a nearly $3 million stock award. While Phillips is a member of ViacomCBS’ senior leadership, she is not part of its legal and compliance department.

The fifth lawyer listed among ViacomCBS’ top paid executives last year is Richard Jones, who in December became an executive vice president, general tax counsel, and chief veteran officer for the company. Jones, an accountant and former U.S. Army Ranger, previously served in the same role at CBS, whose legal group he joined in 2005 after three years in-house at General Electric Co.’s NBC Universal.

ViacomCBS paid a little over $3.29 million in total compensation last year to Jones, who received $677,884 in salary; a $675,000 bonus; and nearly $1.5 million in stock awards, according to the company’s 2019 proxy.

Director Compensation

The board of directors for ViacomCBS is also well-stocked with high-powered lawyers.

A director compensation summary shows the company paid $487,621 in total cash-and-stock compensation to Hughes Hubbard & Reed senior partner Candace Beinecke; $322,542 to Hueston Hennigan partner Robert Klieger; $52,800 to former Sony Corp. general counsel Nicole Seligman; and $51,283 to New York Law School graduate Charles Phillips Jr., now CEO of enterprise software company Infor Inc.

Hughes Hubbard and Paul, Weiss, Rifkind, Wharton & Garrison advised CBS on its reunification with Viacom, while Klieger took over Harvard Law School graduate Sumner Redstone’s former board seat, having represented the Redstone family in its successful effort to remove former Viacom CEO Philippe Dauman. Redstone’s daughter, Shari Redstone, a former corporate lawyer, earned $456,130 last year in her role as a director at ViacomCBS, per the company’s 2019 proxy.

Martha Minow, a former dean of Harvard Law School who previously served on the board of CBS, earned $465,053 in total compensation from ViacomCBS. Minow stepped down from the board in December when the ViacomCBS merger was finalized. The completion of that deal also spelled the end of Joseph Ianniello’s time at CBS, where he took over as CEO from Leslie Moonves in 2018.

Ianniello was the highest-paid executive at ViacomCBS last year. He received more than $125.4 million in total compensation, nearly $85 million of which was in severance payments, according to ViacomCBS’ proxy.

To contact the reporter on this story: Brian Baxter in New York at bbaxter@bloomberglaw.com

To contact the editor responsible for this story: Seth Stern at sstern@bloomberglaw.com

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