UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): June 30, 2020
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Item 5.02 | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
On July 1, 2020, ViacomCBS Inc. (“ViacomCBS” or the “Company”) announced that Naveen Chopra has been appointed Executive Vice President, Chief Financial Officer, effective August 10, 2020, succeeding Christina Spade, currently Executive Vice President, Chief Financial Officer, who will transition to an advisory role to help ensure a smooth transition.
Mr. Chopra, age 46, most recently served as Vice President and Chief Financial Officer of Amazon Devices & Services, beginning in 2019. Prior to joining Amazon Devices & Services, Mr. Chopra served as Chief Financial Officer of Pandora Media from 2017 to 2019 and as its Interim Chief Executive Officer during part of this time, having previously served as Interim Chief Executive Officer of TiVo Inc. in 2016 and as its Chief Financial Officer from 2012 to 2016.
On June 30, 2020, the Company entered into an employment agreement (the “Agreement”) with Mr. Chopra, reflecting his appointment as Executive Vice President, Chief Financial Officer, from August 10, 2020 through August 9, 2023, on the following terms:
• | Base Salary. Mr. Chopra’s annual base salary will be $1,400,000 per year, subject to annual merit reviews by the Compensation Committee of the ViacomCBS Board of Directors (the “Compensation Committee”). |
• | Annual Performance-Based Cash Bonus. Mr. Chopra’s target annual cash bonus under the Company’s Senior Executive Short-Term Incentive Plan will be 150% of his annual base salary, or $2,100,000, subject to the achievement of performance goals established by the Compensation Committee. The target bonus amount is subject to annual merit reviews by the Compensation Committee. |
• | Annual Equity Awards. Mr. Chopra will be eligible to receive annual grants of equity compensation with a target value of $3,000,000. His annual equity award for 2021 will be made within 10 days of August 10, 2020. |
• | Sign-on Awards. Mr. Chopra will receive a one-time sign-on cash bonus of $2,000,000 and a one-time sign-on equity award of $4,500,000 within 10 days of August 10, 2020. |
• | Benefits. Mr. Chopra will be eligible to participate in the Company’s retirement and other employee benefit plans for which he qualifies pursuant to the terms of the applicable plans. |
• | Severance. The maximum amount payable with respect to salary and bonus in the event of Mr. Chopra’s termination without “cause” or resignation for “good reason” is two times his then current base salary and target bonus. In addition, the Agreement provides for acceleration of vesting of certain unvested equity awards in the event of his termination without “cause” or resignation for “good reason.” |
• | Restrictive Covenants. Mr. Chopra will be subject to certain restrictive covenants, such as non-competition and non-solicitation covenants, including following termination of employment. |
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
VIACOMCBS INC. | ||
By: | /s/ Christa A. D'Alimonte | |
Name: | Christa A. D'Alimonte | |
Title: | Executive Vice President, | |
General Counsel and Secretary | ||
Date: July 7, 2020