Paramount Global

10/15/2024 | Press release | Distributed by Public on 10/15/2024 14:21

Management Change/Compensation Form 8 K

Item 5.02
Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
As previously disclosed in our Current Report on Form 8-K filed with the Securities and Exchange Commission (the "SEC") on May 3, 2024, on April 29, 2024, the Board of Directors (the "Board") of Paramount Global (the "Company") established the Company's Office of the Chief Executive Officer ("Office of the CEO"), effective as of May 1, 2024, consisting of the following three senior company executives: George Cheeks, President and Chief Executive Officer of CBS; Chris McCarthy, President and Chief Executive Officer, Showtime/MTV Entertainment Studios and Paramount Media Networks; and Brian Robbins, President and Chief Executive Officer of Paramount Pictures and Nickelodeon (each, a "co-CEO"). The Board also designated Mr. McCarthy as interim principal executive officer, effective as of May 1, 2024, for purposes of the rules and regulations of the SEC.
On October 8, 2024, the Compensation Committee (the "Committee") of the Company's Board approved the following changes to Mr. McCarthy's compensation in his capacity as co-CEO:
•The previously approved incremental increase in Mr. McCarthy's target annual cash bonus under the Company's Short-Term Incentive Plan by an additional 100% of his annual base salary, which became effective as of May 1, 2024 and had previously been set to continue only for so long as Mr. McCarthy remains a member of the Office of the CEO, will continue to apply for the duration of his employment with the Company, without regard to whether he continues to serve as a member of the Office of the CEO. This increased bonus opportunity, which was disclosed in our Current Report on Form 8-K/A filed with the SEC on June 10, 2024, will continue to apply only to the portion of the current fiscal year after which he was appointed co-CEO and will be the target bonus amount on which any future severance payments to Mr. McCarthy will be based. Mr. McCarthy's actual bonus payout will be determined based on achievement of the Committee's pre-established performance goals.
•Mr. McCarthy was awarded a grant of Restricted Share Units ("RSUs") under the Company's Amended and Restated Long-Term Incentive Plan on October 8, 2024 (the "Grant Date") having a grant date value of $3.0 million, with the number of RSUs determined on the basis of the closing price of one share of the Company's Class B Common Stock on the NASDAQ stock market on the Grant Date and rounded to the nearest whole share, and with the RSUs vesting ratably over a three-year period beginning on the first anniversary of the Grant Date.
•The assignment to Mr. McCarthy of duties or responsibilities substantially inconsistent with his position or duties as co-CEO, or a material reduction in such position or duties, will entitle him to resign for "good reason" and to receive corresponding severance payments.