Former Spotify, Conde Nast and CW executive Dawn Ostroff is set to join the board of directors for Paramount Global in May.
Ostroff is poised to join the board as an independent director at Paramount Global’s annual meeting on May 8. Incumbent board members Candace Beinecke and Ronald Nelson will not stand for re-election at that meeting, which will bring the number of board members to 11, including Ostroff.
Meanwhile, in the annual proxy statement filed Friday with the Securities and Exchange Commission, Paramount disclosed that the 2022 compensation for CEO Bob Bakish climbed to $32 million last year, from $20 million in 2021. Bakish’s haul last year was inflated by $16 million in stock awards. The cash bonus portion of his 2022 compensation was $12.9 million, down from 2021’s $16.8 million. He also earned $3.1 million in regular salary.
“We are thrilled to welcome Dawn to Paramount’s Board at such an exciting moment in our evolution,” said Paramount Global chair Shari Redstone. “We believe her leadership, diverse expertise in content strategy and her long track record of driving transformation will prove invaluable as we seek to continue building on the success of Paramount’s global multiplatform strategy.”
The appointment of Ostroff as an independent director comes on the heels of Paramount having to pay a $122 million to settle a shareholder lawsuit in connection with the 2019 merger of Viacom and CBS Corp. (the successor company was renamed Paramount Global in 2022). Paramount Global has also faced criticism that its board of directors did not have enough seasoned executives with deep media experience. Ostroff has a deep resume in TV and digital and she has familiarity with Paramount after having led the CW and its predecessor network, UPN, for nearly 10 years before her exit in mid-2011.
With Ostroff, Paramount’s board will include eight independent directors. However, control of the company is still firmly rooted with Redstone, who controls about 80% of voting rights for Paramount through preferred shares owned by her family holding company, National Amusements. This ensures that Ostroff will be elected to the board at the annual meeting.
Beinecke had served on the Paramount and Viacom board since 2018; Nelson joined Viacom’s board in 2016 amid a massive shakeup at the company that led to Bakish’s appointment as CEO.
“We are deeply grateful to Candace and Ron for their years of dedicated service and partnership,” Redstone continued. “Their guidance and expertise were instrumental in navigating key milestones and evolving the Company to compete and lead in today’s media landscape.”
After Bakish, the highest-paid corporate executive at Paramount Global is chief financial officer Naveen Chopra, whose 2022 compensation reached $6.5 million. About half of that came in stock awards valued at $3 million, in addition to $2.6 million in cash bonuses and $1.4 million in salary.