UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of the

Securities Exchange Act of 1934

Filed by the Registrant  ☒                             Filed by a Party other than the Registrant  ☐

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ViacomCBS Inc.

(Name of Registrant as Specified In Its Charter)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

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Message To Our Stockholders

You are cordially invited to attend the 2020 Annual Meeting of Stockholders (the “Annual Meeting”) of ViacomCBS Inc. (“we,” “us,” “our,” “ViacomCBS” or the “Company”), which is scheduled to be held at the Company’s corporate headquarters at 1515 Broadway, New York, New York, at 9:00 a.m., Eastern Daylight Time, on Monday, May 18, 2020. Holders of ViacomCBS Inc. Class A Common Stock are being asked to vote on the matters listed in the attached Notice of 2020 Annual Meeting of Stockholders.

As part of our precautions regarding COVID-19, we are planning for the possibility that the Annual Meeting may be held solely by means of remote communication for the health and safety of our stockholders, directors and employees. In that event, the Annual Meeting would be conducted on the above date and time through live audio webcast. If we take this step, we will publicly announce the decision by press release, which we will post on www.viacbs.com (Investors) and file with the SEC, as soon as practicable before the meeting. The press release will include details on how you can participate in and, if you hold shares of Class A Common Stock, vote your shares at the virtual meeting. As always, we encourage holders of Class A Common Stock to submit your proxy and vote your shares prior to the Annual Meeting.

If you hold shares of the Company’s Class A Common Stock, please cast your vote promptly to ensure that your shares will be voted at the Annual Meeting. You may vote by telephone or through the Internet by following the instructions on the Notice of Internet Availability of Proxy Materials or in the 2020 Proxy Statement. You may also submit your vote by returning a proxy card or voting instruction card, if you received a printed copy of proxy materials by request. If you attend the Annual Meeting, you may vote your shares in person.

National Amusements, Inc., which as of March 23, 2020, beneficially owned shares of the Company’s Class A Common Stock representing approximately 79.4% of the voting power of ViacomCBS’s common stock, has advised us that it intends to vote all of its shares of the Company’s Class A Common Stock in accordance with the recommendations of the Board of Directors on Items 1, 2 and 3 in the attached Notice. Therefore, the approval of those matters in accordance with the Board’s recommendations is assured.

If you wish to attend the Annual Meeting in person, you must be a holder of our common stock as of the record date (March 23, 2020) and request an admission ticket in advance. If you are a record holder of the Company’s Class A Common Stock, you can request a ticket when you vote by telephone or through the Internet, or by marking the appropriate box on the proxy card (if you requested a printed copy of proxy materials). If you are a record holder of the Company’s Class B Common Stock or you hold shares of the Company’s Class A or Class B Common Stock in a brokerage account, you can request a ticket by sending a written request along with proof of ownership, such as your brokerage firm account statement as of the record date (March 23, 2020), to Director, Shareholder Relations, ViacomCBS Inc., 1515 Broadway, New York, New York, 10036-5794.

Upon arrival at the Annual Meeting, you will be asked to present an admission ticket, and all meeting attendees will be asked to present a current government-issued picture identification (such as a driver’s license or passport) to enter the meeting. We may implement security procedures as we deem appropriate to ensure the safety of meeting attendees.

If you have elected to receive paper copies of our proxy statements, annual reports and other materials relating to the Annual Meeting and want to elect to receive these documents electronically next year

instead of by mail, please go to http://enroll.icsdelivery.com/viac and follow the instructions to enroll. We highly recommend that you consider electronic delivery of these documents as it helps to lower our costs and reduce the amount of paper mailed to your home.

We appreciate your interest in and support of ViacomCBS Inc. and look forward to seeing you at the Annual Meeting.

Sincerely,

Robert M. Bakish

President and Chief Executive Officer

Notice of 2020 Annual Meeting of Stockholders

To ViacomCBS Inc. Stockholders:

The 2020 Annual Meeting of Stockholders (the “Annual Meeting”) of ViacomCBS Inc. (“we,” “us,” “our,” “ViacomCBS” or the “Company”) will be held at the date, time and place noted below. The close of business on March 23, 2020 has been fixed as the record date for determining the holders of shares of ViacomCBS Inc. Class A Common Stock entitled to notice of and to vote at the Annual Meeting and any adjournment or postponement thereof.

As part of our precautions regarding COVID-19, we are planning for the possibility that the Annual Meeting may be held solely by means of remote communication for the health and safety of our stockholders, directors and employees. In that event, the Annual Meeting would be conducted on the above date and time through live audio webcast. If we take this step, we will publicly announce the decision by press release, which we will post on www.viacbs.com (Investors) and file with the Securities and Exchange Commission, as soon as practicable before the meeting. The press release will include details on how you can participate in and, if you hold shares of Class A Common Stock, vote your shares at the virtual meeting. As always, we encourage holders of Class A Common Stock to submit your proxy and vote your shares prior to the Annual Meeting.

The principal business of the Annual Meeting will be the consideration of the following matters:

For a period of at least 10 days prior to the Annual Meeting, a complete list of stockholders entitled to vote at the Annual Meeting will be open to the examination of any stockholder during ordinary business hours at our corporate headquarters located at 1515 Broadway, New York, New York 10036, or through an alternative method publicly disclosed in advance.

By order of the Board of Directors,

Christa A. D’Alimonte

Executive Vice President, General Counsel and Secretary

April 3, 2020

Table of Contents

ViacomCBS Inc.

2020 Proxy Statement

Proxy Statement Highlights

This summary highlights information contained elsewhere in this proxy statement. This summary does not contain all of the information you should consider, and you should read the entire proxy statement before voting.

2020 ANNUAL MEETING OF STOCKHOLDERS

As part of our precautions regarding COVID-19, we are planning for the possibility that the Annual Meeting may be held solely by means of remote communication for the health and safety of our stockholders, directors and employees. In that event, the Annual Meeting would be conducted on the above date and time through live audio webcast. If we take this step, we will publicly announce the decision by press release, which we will post on www.viacbs.com (Investors) and file with the Securities and Exchange Commission (“SEC”), as soon as practicable before the meeting. The press release will include details on how you can participate in and, if you hold shares of Class A Common Stock, vote your shares at the virtual meeting. As always, we encourage holders of Class A Common Stock to submit your proxy and vote your shares prior to the Annual Meeting.

HOW TO VOTE

If you are a stockholder of record, you may vote in person at the Annual Meeting or by proxy using any of the following methods:

Votes submitted by Internet or phone must be received by 11:59 p.m., Eastern Daylight Time, on May 17, 2020. Votes submitted by mail must be received prior to the Annual Meeting. Please see “Voting and Solicitation of Proxies” for detailed voting instructions.

VOTING MATTERS AND BOARD RECOMMENDATIONS

PROXY STATEMENT HIGHLIGHTS

RECENT COMPANY AND LEADERSHIP DEVELOPMENTS

On December 4, 2019, Viacom Inc. (“Viacom”) merged with and into CBS Corporation (“CBS”), with CBS continuing as the surviving company (the “Merger”), pursuant to an Agreement and Plan of Merger dated as of August 13, 2019, as amended October 19, 2019 (the “Merger Agreement”). At the effective time of the Merger (the “Effective Time”), the combined company changed its name to “ViacomCBS Inc.” A more detailed description of the Merger can be found in the Current Report on Form 8-K that we filed with the SEC on December 4, 2019.

In connection with the Merger, the board of directors of CBS appointed each of Robert M. Bakish, Judith A. McHale, Ronald L. Nelson, Charles E. Phillips, Jr. and Nicole Seligman to the ViacomCBS Board, and Gary L. Countryman, Martha L. Minow and Strauss Zelnick resigned from the board of directors of CBS and any committees thereof, each effective as of the Effective Time. Also as of the Effective Time, the ViacomCBS Board appointed Shari E. Redstone to serve as Non-Executive Chair of the Board and reconstituted each of its standing committees.

As a result of these changes, following the Effective Time, the ViacomCBS Board has consisted of the 13 directors set forth below.

BOARD AND GOVERNANCE HIGHLIGHTS

Our 13 nominees, as a group, have extensive and diverse leadership and subject matter experience and knowledge that is important to the Company, and include 10 independent directors.

Board of Directors: Nominees for Election

PROXY STATEMENT HIGHLIGHTS

Director Nominee Composition

EXECUTIVE COMPENSATION HIGHLIGHTS

Compensation Philosophy and Objectives

We designed our executive compensation programs to motivate and reward business success and to increase shareholder value, based on the following core objectives:

PROXY STATEMENT HIGHLIGHTS

Pay for Performance

We believe that those executives with significant responsibility and a greater ability to influence our results should have a significant portion of their total compensation tied directly to business results, and we have continued to shift our executive compensation packages to further emphasize performance-based compensation that is aligned with the Company’s business and operational strategy. Accordingly, a high percentage of our senior executives’ total target compensation, including that of our named executive officers’ (“NEOs”), is “at risk” – meaning that we do not intend for them to receive targeted pay amounts if performance does not meet expectations.

Consistent with this philosophy, our performance-based compensation programs provide for the opportunity to reward NEOs and other senior executives for contributing to annual financial and operational performance (through annual bonus programs) and stock price appreciation (through long-term equity incentives). The only fixed component of pay is base salary. Generally, annual cash incentive awards and long-term equity incentive awards are subject to company performance and/or stock price performance. However, as discussed in more detail below, given the unique and transformative nature of the Merger, certain components of compensation for 2019 that were designed to be based on performance were ultimately delivered at their respective target levels.

As illustrated below, approximately 90% of Mr. Bakish’s total target compensation as of December 31, 2019 was pay at risk and thus strongly linked to our results.

Voting and Solicitation of Proxies

SOLICITATION OF PROXIES

A proxy is being solicited by the Board of Directors of ViacomCBS Inc., a Delaware corporation (“we,” “us,” “our,” “ViacomCBS” or the “Company”), for use at the 2020 Annual Meeting of Stockholders (the “Annual Meeting”) to be held on Monday, May 18, 2020, at 9:00 a.m., Eastern Daylight Time. The close of business on March 23, 2020 is the record date for determining the record holders of the Company’s Class A Common Stock, par value $0.001 per share, entitled to notice of and to vote at the Annual Meeting and any adjournment or postponement thereof. Holders of the Company’s non-voting Class B Common Stock, par value $0.001 per share, are not entitled to vote at the Annual Meeting or any adjournment or postponement thereof.

As of March 23, 2020, we had outstanding 52,267,640 shares of our Class A Common Stock, each of such shares being entitled to one vote, and 562,716,753 non-voting shares of our Class B Common Stock (together with our Class A Common Stock, our “Common Stock”).

INTERNET AVAILABILITY OF PROXY MATERIALS

In accordance with SEC rules, instead of mailing to stockholders a printed copy of our proxy statement, annual report and accompanying letter to stockholders (the “proxy materials”), we intend to mail to stockholders a Notice of Internet Availability of Proxy Materials (the “Notice of Internet Availability”), which advises that the proxy materials are available on the Internet. We intend to commence our distribution of the Notice of Internet Availability on or about April 8, 2020. Stockholders receiving a Notice of Internet Availability by mail will not receive a printed copy of proxy materials, unless they so request. Instead, the Notice of Internet Availability will instruct stockholders as to how they may access and review the proxy materials on the Internet.

Stockholders who receive a Notice of Internet Availability by mail who would like to receive a printed copy of our proxy materials, including a proxy card or voting instruction card, should follow the instructions for requesting these materials included in the Notice of Internet Availability. Stockholders who currently receive printed copies of proxy materials who would like to receive future copies of these documents electronically instead of by mail should follow the instructions for requesting electronic delivery set forth in the “Other Matters” section in this proxy statement.

SUBMISSION OF PROXIES

Each of Robert M. Bakish, our President and Chief Executive Officer, and Christa A. D’Alimonte, our Executive Vice President, General Counsel and Secretary (the “proxy holders”), individually and with the power to appoint his or her substitute, has been designated by our Board of Directors to vote the shares represented by proxy at the Annual Meeting. They will vote the shares represented by each valid and timely received proxy in accordance with the stockholder’s instructions, or if no instructions are specified, in accordance with the recommendations of the Board of Directors as described in this proxy statement. If any other matter properly comes before the Annual Meeting, the proxy holders will vote on that matter in their discretion.

Holders of record of the Company’s Class A Common Stock as of March 23, 2020 may submit a proxy in the following ways:

VOTING AND SOLICITATION OF PROXIES

“Beneficial holders” (defined below) will receive voting materials, including instructions on how to vote, directly from their broker or other nominee as the holder of record.

Shares Held in our 401(k) Plans. Voting instructions relating to shares of the Company’s Class A Common Stock held in the Company’s 401(k) plans must be received no later than 11:59 p.m., Eastern Daylight Time, on May 13, 2020, so that the trustees of the plans (who vote the shares on behalf of the respective plan participants) have adequate time to tabulate the voting instructions. Shares held in the 401(k) plans that are not voted or for which the trustees do not receive timely voting instructions will be voted by the trustees in the same proportion as the shares held in the plan that are timely voted.

Voting Other than by Proxy. While we encourage holders of the Company’s Class A Common Stock to vote by proxy, holders of the Company’s Class A Common Stock (other than shares held in the 401(k) plans) also have the option of voting their shares in person at the Annual Meeting. Some holders of the Company’s Class A Common Stock hold their shares in “street name” through a broker or other nominee and are therefore known as “beneficial holders.” If shares of Class A Common Stock are held for a beneficial holder in a brokerage, bank or other institutional account, then the beneficial holder must obtain a proxy from the broker, bank or other institution and bring it to the Annual Meeting in order to vote the shares at the Annual Meeting.

REVOCATION OF PROXIES

A proxy may be revoked before the voting deadline by sending written notice, or by timely submission (including telephonic or Internet submission) of a proxy bearing a later date than the proxy being revoked, to Proxy Services, P.O. Box 9111, Farmingdale, NY 11735-9543. Revocations made by telephone or through the Internet must be received by 11:59 p.m., Eastern Daylight Time, on May 17, 2020. A holder may also revoke a proxy by voting in person at the Annual Meeting.

Shares Held in our 401(k) Plans. Voting instructions relating to shares of the Company’s Class A Common Stock held in our 401(k) plans may be revoked prior to 11:59 p.m., Eastern Daylight Time, on May 13, 2020, by timely submission (including telephonic or Internet submission) of revocation or of voting instructions bearing a later date than the voting instructions being revoked to Proxy Services, P.O. Box 9111, Farmingdale, NY 11735-9543.

QUORUM

Under our Amended and Restated Bylaws, the holders of a majority of the aggregate voting power of the Company’s Class A Common Stock outstanding on the record date, present in person or represented by proxy at the Annual Meeting, shall constitute a quorum. Abstentions and broker non-votes will be treated as present for purposes of determining the presence of a quorum.

MATTERS TO BE CONSIDERED AT THE ANNUAL MEETING

The Board of Directors recommends a vote FOR each of the following matters:

The affirmative vote of the holders of a majority of the aggregate voting power of the Company’s Class A Common Stock present in person or represented by proxy at the Annual Meeting (“majority vote”) is required to elect each of the 13 nominated directors and to approve Item 2 and Item 3 above. Item 3 is an advisory vote only and is non-binding on the Company and on the Company’s Board of Directors (the “Board”). Notwithstanding the advisory nature of this vote, as discussed more fully in the presentation of “Item 3” below, the Board will consider the voting outcome when making determinations regarding these matters. An abstention with respect to any matter will have the effect of a vote against such matter.

VOTING AND SOLICITATION OF PROXIES

Under the Nasdaq listing standards, a broker or other nominee holding shares of the Company’s Class A Common Stock on behalf of a beneficial holder may not be permitted to exercise voting discretion with respect to some matters to be acted upon at stockholders’ meetings. Therefore, if a beneficial holder does not give the broker or nominee specific voting instructions, the holder’s shares may not be voted on those matters and a broker non-vote will occur. Under the Nasdaq listing standards, brokers or nominees may vote on Item 2, but not on Items 1 and 3, if they do not receive instructions from the beneficial holder of the shares held in street name. A broker non-vote will therefore have no effect on the voting results for Items 1 and 3.

As of March 23, 2020, National Amusements, Inc. (“National Amusements”) beneficially owned, directly and indirectly through a wholly owned subsidiary, approximately 79.4% of the Company’s outstanding Class A Common Stock and approximately 10.2% of the Company’s outstanding Class A Common Stock and Class B Common Stock on a combined basis. Sumner M. Redstone, the controlling stockholder of National Amusements, is our Chairman Emeritus, and Ms. Redstone, President and a director of National Amusements, is our non-executive Board Chair. National Amusements has advised us that it intends to vote all of its shares of the Company’s Class A Common Stock in favor of each of Items 1, 2 and 3. Such action by National Amusements will be sufficient to constitute a quorum and to approve each of Items 1, 2 and 3.

COST OF PROXY SOLICITATION AND INSPECTOR OF ELECTION

The Company will pay the cost of the solicitation of proxies, including the preparation, printing and mailing of the Notice of Internet Availability and, as applicable, the proxy materials. We will furnish copies of the Notice of Internet Availability and, if requested, the proxy materials to banks, brokers, fiduciaries and custodians that hold shares on behalf of beneficial holders so that they may forward the materials to the beneficial holders. American Election Services, LLC will serve as the independent inspector of election for the Annual Meeting.

MAILING ADDRESS

The Company’s mailing address is 1515 Broadway, New York, NY 10036-5794.

Corporate Governance

Our corporate governance practices are established and reviewed by our Board of Directors. The Board, with assistance from its Nominating and Governance Committee, regularly assesses our governance practices in light of legal and regulatory requirements, input from our stakeholders and governance best practices. In several areas, our practices go beyond the requirements of the Nasdaq listing standards. For example, despite being a “controlled company” (i.e., a company of which more than 50% of the voting power is held by an individual or another company), we have a majority of independent directors on our Board and have an independent Compensation Committee and an independent Nominating and Governance Committee (along with an independent Audit Committee), which are not required for controlled companies under the Nasdaq listing standards.

Our principal governance documents are as follows:

These documents are available on our public website at www.viacbs.com, and copies of these documents may also be requested by writing to Investor Relations, ViacomCBS Inc., 1515 Broadway, New York, New York 10036. We encourage our stockholders to read these documents, as we believe they illustrate our commitment to good governance practices. Certain key provisions of these documents are summarized below.

CORPORATE GOVERNANCE GUIDELINES

Our Corporate Governance Guidelines (the “Guidelines”) set forth our corporate governance principles and practices on a variety of topics, including the responsibilities, composition and functioning of the Board, director qualifications, and the roles of the Board Committees. The Guidelines are periodically reviewed and updated as needed. The Guidelines provide, among other things, that:

CORPORATE GOVERNANCE

BOARD COMMITTEE CHARTERS

Each standing Board Committee operates under a written charter that has been adopted by the Board. We have three standing Committees: the Audit Committee, the Compensation Committee and the Nominating and Governance Committee. The Committee charters set forth the purpose, objectives and responsibilities of the respective Committee and discuss matters such as Committee membership requirements, number of meetings and the setting of meeting agendas. The charters are required to be assessed annually, in accordance with the Guidelines, and are updated as needed. More information on the Committees, their respective roles and responsibilities and their charters can be found under “Our Board of Directors — Board Committees.”

BUSINESS CONDUCT STATEMENT

Our Business Conduct Statement (“BCS”) sets forth our standards for ethical conduct required of all of our directors and employees. The BCS is available on our website at www.viacbs.com and on our intranet sites. As part of our compliance and ethics program, we distribute the BCS to our employees and directors and administer an online BCS training program. Directors and full-time employees are required to certify as to their compliance with the BCS and, on an ongoing basis, to disclose any potential conflicts of interest. The BCS addresses, among other things, topics such as:

The BCS provides numerous avenues for employees to report violations of the BCS or matters of concern, whether anonymously or with attribution, to the appropriate officers of the Company and/or the Audit Committee, or to government human rights agencies. These avenues include a telephone hotline, email contacts or direct communication with our compliance officers. The BCS also provides that we will protect anyone who makes a good faith report of a violation of the BCS and that retaliation against an employee who makes a good faith report will not be tolerated.

Waivers of the BCS for our executive officers or directors will be disclosed on our website at www.viacbs.com or by Form 8-K filed with the SEC.

SUPPLEMENTAL CODE OF ETHICS FOR SENIOR FINANCIAL OFFICERS

The Supplemental Code of Ethics is applicable to our President and Chief Executive Officer, Chief Financial Officer and Chief Accounting Officer. The Supplemental Code of Ethics, which is available on our website at www.viacbs.com, addresses matters specific to those senior financial positions in the Company, including responsibility for the disclosures made in our filings with the SEC, reporting obligations with respect to certain matters and a general obligation to promote honest and ethical conduct within the Company. The senior financial officers are also required to comply with the BCS. Amendments to or waivers of the Supplemental Code of Ethics for these officers will be disclosed on our website at www.viacbs.com or by Form 8-K filed with the SEC.

Our Environmental, Social and Governance (ESG) Strategy

We are committed to responsible and sustainable business practices, which strengthen our ability to innovate and better serve our partners, audiences and shareholders. We are proactively identifying, measuring and mapping the environmental, social and governance (“ESG”) impacts of our global operations and working to manage and report these ESG impacts transparently with and to our stakeholders.

We are committed to implementing and tracking progress against goals that will position ViacomCBS as a leader in ESG and sustainability. From our LEED^®-Certified headquarters in New York City to our company-wide diversity and inclusion initiatives, this commitment informs our work to integrate ESG into the way we do business and better understand our economic, environmental and social impacts as a company and across our global brands.

HOW WE MANAGE ESG

Our commitment to ESG starts at the top, with our Board of Directors and senior leadership. The Nominating and Governance Committee of the Board has direct oversight over our ESG strategy and reporting.

We have assembled a new team dedicated to driving our ESG strategy forward and overseeing our annual reporting and responses to ESG inquiries and assessments. We will prioritize transparency and disclosure, particularly of our most material impacts.

OUR ESG COMMUNICATIONS

In 2020, we conducted our first companywide ESG analysis for the combined company to identify the most important risks and opportunities across our business globally. The results of this ESG assessment are informing our ESG strategy and goals, which we are developing and plan to release later in 2020 as part of our first annual comprehensive ESG Report. In that report, we will provide the public with more detail about our commitment and approach to managing ESG strategically across ViacomCBS.

Our Board of Directors

Our Board is currently comprised of 13 members: Robert M. Bakish, Candace K. Beinecke, Barbara M. Byrne, Brian Goldner, Linda M. Griego, Robert N. Klieger, Judith A. McHale, Ronald L. Nelson, Charles E. Phillips, Jr., Shari E. Redstone, Susan Schuman, Nicole Seligman and Frederick O. Terrell.

MEETINGS OF THE BOARD

During 2019, the Board held 12 meetings, 11 meetings prior to the Merger and one meeting subsequent to the Merger, and also acted by unanimous written consent. Each incumbent director attended at least 75% of the meetings of the Board and Board Committees on which such director served during 2019 and that were held during the period for which he or she served as a director except for Mr. Nelson, who was unable to attend the one Board and Audit Committee meeting subsequent to the merger, which was the only meeting of the Board and Audit Committee held during the period for which he served as a director. Mr. Nelson attended at least 75% of the meetings of the Viacom board of directors and board committees on which he served in 2019.    

In addition to Board and Committee meetings, directors are expected to attend the Annual Meeting and all of the directors who stood for election in 2019 attended our 2019 Annual Meeting of Stockholders.

In accordance with the Guidelines and, with respect to the independent director sessions, the Nasdaq listing standards, the non-management directors meet separately without directors who are Company employees, and the independent directors meet separately without directors who are not independent as determined by the Board – in each case, at least two times each year and at such other times as they deem appropriate. Prior to the Merger, the non-executive Interim Chairman of the Board presided at meetings of the non-management directors and independent directors, and following the Merger, the independent Chair of the Nominating and Governance Committee has presided at meetings of the independent directors. During 2019, the non-management directors held executive sessions following five of the six regularly scheduled Board meetings, and the independent directors held separate executive sessions following each of the six regularly scheduled Board meetings.

DIRECTOR INDEPENDENCE

Our Guidelines provide that a majority of our directors must be independent of the Company, as “independence” is defined in the Nasdaq listing standards and in the Guidelines. The Nasdaq listing standards set forth six “bright-line” tests that require a finding that a director is not independent if the director fails any of the tests. A ViacomCBS director will not be independent if any of the following relationships exist:

OUR BOARD OF DIRECTORS

For this purpose, “family member” means the director’s spouse, parents, children and siblings, whether by blood, marriage or adoption, or anyone residing in the director’s home.

In addition, the Nasdaq listing standards provide that a director is not independent unless the Board affirmatively determines that the director has no relationship that would impair his or her independence, which we refer to as a “material relationship.” 

The Guidelines set forth categorical standards to assist the Board in determining what constitutes a “material relationship” with the Company. Generally, under these categorical standards, the following relationships are deemed not to be material:

For relationships that exceed the thresholds in (ii) and (iii) described above, the determination of whether the relationship is material or not, and therefore whether the director would be independent or not, is made by the directors who are independent. In addition, the Guidelines state that, generally, the types of relationships not addressed by the Nasdaq listing standards or described in the Guidelines will not, by themselves, cause an otherwise independent director to be considered not independent. However, the Board may determine that a director is not independent for any reason it deems appropriate.

The full text of the Guidelines is available on our website at www.viacbs.com.

In December 2019 and again in March 2020, the Nominating and Governance Committee reviewed the independence of the Company’s 13 directors, all of whom are nominees standing for election at the Annual Meeting, to determine its recommendation regarding which of them meet the independence standards outlined above. The Board, based on its review and the recommendation of the Nominating and Governance Committee, determined that 10 of the 13 directors are independent. The independent directors are Mses. Beinecke, Byrne, Griego, McHale, Schuman and Seligman and Messrs. Goldner, Nelson, Phillips and Terrell.

During its review, in determining that the directors named above are independent, the Board considered that we have, in the ordinary course of business, during the past three years, sold products and services to, and/or purchased products and services from, companies and other entities, of which certain directors are executive officers or principals, and made contributions to a tax-exempt organization of which a director’s immediate family member is an executive officer; the Board determined that all of these transactions met the threshold for relationships deemed to be immaterial under the Guidelines.

BOARD LEADERSHIP STRUCTURE

Our Board of Directors is currently comprised of the following:

OUR BOARD OF DIRECTORS

Our Non-Executive Chair of the Board, Shari E. Redstone, presides at all meetings of the Board. Under the Guidelines, her responsibilities also include, together with the Chief Executive Officer and the independent Chair of the Nominating and Governance Committee, developing and approving agendas for Board meetings. The Board believes that Ms. Redstone’s role appropriately reflects both her breadth of experience in the entertainment industry and her ownership position in and role at National Amusements. In support of the independent oversight of management, the non-management directors and, separately, the independent directors routinely meet and hold discussions without management present. A majority of the directors on the Board are independent, and the Audit, Compensation and Nominating and Governance Committees are composed entirely of independent directors.

BOARD RISK OVERSIGHT

Our Board of Directors has overall responsibility for the oversight of our risk management process. The Board carries out its oversight responsibility directly and through the delegation to its Committees of responsibilities related to the oversight of certain risks, as follows:

Each of these Committees reports regularly to the Board on these risk-related matters, among other items within its purview. On a regular basis, the Board engages in discussions (which include both internal and external experts) that assist the Board and management in preparing and implementing strategic initiatives. In addition, the Board and Committees receive regular reports from management that include matters affecting our risk profile, including, among others, operations reports from the Chief Executive Officer and from division heads, all of which include strategic and operational risks; reports from the Chief Financial Officer and the Chief Accounting Officer on credit and liquidity risks and on the integrity of internal controls over financial reporting; reports from the General Counsel on legal risks and material litigation; and reports on internal audit and compliance activities from the Chief Audit Executive and Chief Compliance Officer. The Audit Committee also receives periodic reports from our Chief Information Security Officer on our information security program and the management of cybersecurity risk; and from our Chief Audit Executive on our internal audit plan for the upcoming fiscal year, the scope of which is to determine the adequacy and function of our risk management, control and governance processes. Outside of formal meetings, Board members have regular access to executives, including the Chief Executive Officer, the Chief Financial Officer, the Chief Accounting Officer and the General Counsel. The Committee and management reports and real-time management access collectively provide the Board with integrated insight on the Company’s management of its risks.

OUR BOARD OF DIRECTORS

BOARD COMMITTEES

The following chart sets forth the membership of each standing Board Committee as of the date of this proxy statement. The Board reviews and determines the membership of the Committees at least annually.

During 2019, the Audit Committee held six meetings, the Compensation Committee held seven meetings and the Nominating and Governance Committee held seven meetings. Information about these Committees, including their respective roles and responsibilities and charters, is set forth below.

Audit Committee

The Audit Committee Charter provides that the Audit Committee will be comprised of at least three members, except that the Committee is deemed to be properly constituted with at least two members in the event of a vacancy until the Board fills the vacancy. The Charter also provides that all of the members on the Committee must be independent directors. The Committee must have at least one “audit committee financial expert” (as described below), and all Committee members must be “financially sophisticated.” The Committee holds at least five regular meetings each year, and it regularly meets separately at these meetings with the independent auditor, our Chief Financial Officer, our Chief Accounting Officer, our General Counsel, our Chief Compliance Officer and Chief Audit Executive and other members of our senior management. The Committee is responsible for the following, among other things:

For additional information on the Committee’s role and its oversight of the independent auditor during 2019, see “Report of the Audit Committee.”

Audit Committee Financial Experts. The Board has determined that all of the members of the Audit Committee are “financially sophisticated” under Nasdaq listing standards. In addition, the Board has determined that each member of the Audit Committee, including Ms. Byrne, the Chair of the Audit Committee, qualifies as an “audit committee financial expert,” as that term is defined in the regulations promulgated under the Securities Act of 1933, as amended (the “Securities Act”).

OUR BOARD OF DIRECTORS

Compensation Committee

The Compensation Committee Charter provides that the Compensation Committee will be comprised of at least three members, except that the Committee is deemed to be properly constituted with at least two members in the event of a vacancy until the Board fills the vacancy. The Charter also provides that all of the members on the Committee must be independent directors and also “non-employee directors” pursuant to rule 16b-3 of the Securities Exchange Act of 1934 (the “Exchange Act”). The Committee holds at least four regular meetings each year and is responsible for the following, among other things:

Consideration and Determination of Executive Compensation. The Compensation Committee reviews all components of the senior executives’ compensation, including base salary, annual and long-term incentives and severance arrangements. In approving compensation for the senior executives, the Committee considers the input and recommendations of the Chief Executive Officer, the Chief People Officer and certain other executive officers to whom those senior executives report.

The Committee reviews and approves goals and objectives relevant to the compensation of the President and Chief Executive Officer and, together with the Nominating and Governance Committee, annually evaluates his performance in light of those goals and objectives, after considering the input of the non-management directors. The results of this evaluation are then reported to the non-management directors. The Compensation Committee sets the compensation of our President and Chief Executive Officer, taking this evaluation into account, and reports to the Board on this process.

Our processes and procedures for the consideration of executive compensation and the role of our executive officers in determining or recommending the amount or form of executive compensation are more fully described in the “Compensation Discussion and Analysis” section.

The Compensation Committee has the power to delegate its authority and duties to subcommittees or individual members of the Committee as it deems appropriate and in accordance with applicable laws and regulations. The Committee has delegated to the President and Chief Executive Officer limited authority (with respect to executives who are not senior executives) to grant long-term incentive awards under the Company’s long-term incentive plan to such executives in connection with their hiring, promotion or contract renewal and to modify certain terms of outstanding equity grants in some post-termination scenarios, as discussed in the “Compensation Discussion and Analysis” section.

The Committee is empowered to retain compensation consultants having special competence to assist the Committee in evaluating executive officer and employee compensation. The Committee has the sole authority to retain and terminate such consultants and to review and approve such consultants’ fees and other retention terms. The Committee currently retains independent compensation consulting firm ClearBridge Compensation Group LLC (“ClearBridge”) to advise the Committee in its review of senior executive compensation. The Compensation Committee has a policy providing that the independent compensation consulting firm will not be considered as a provider of any other services to the Company and ClearBridge does not perform any such services. In furtherance of the Committee’s review of senior executive compensation, the independent consultant examines the compensation practices at companies with which we compete for senior executive talent, including those companies engaged in similar business activities and other publicly traded U.S. companies, and provides other analysis, as more fully described in the “Compensation Discussion and Analysis” section. The Compensation Committee assessed the independence of ClearBridge and determined that the firm’s work for the Committee did not raise any conflicts of interest.

OUR BOARD OF DIRECTORS

Nominating and Governance Committee

The Nominating and Governance Committee’s Charter provides that the Nominating and Governance Committee will be comprised of at least three members, except that the Committee is deemed to be properly constituted with at least two members in the event of a vacancy until the Board fills the vacancy. The Charter also provides that all of the members on the Committee must be independent directors. The Committee holds at least three regular meetings each year and is responsible for the following, among other things:

Consideration and Determination of Director Compensation. The Committee annually reviews and recommends for the Board’s consideration the form and amount of compensation for Outside Directors. “Outside Directors” are directors who are not employees of the Company or any of its subsidiaries. Only Outside Directors are eligible to receive compensation for serving on the Board, as more fully described in “Director Compensation.”

In accordance with the Guidelines and its Charter, the Committee is guided by three principles in its review of Outside Director compensation: Outside Directors should be fairly compensated for the services they provide to us, taking into account, among other things, the size and complexity of our business and compensation paid to directors of comparable companies; Outside Directors’ interests should be aligned with the interests of stockholders; and Outside Directors’ compensation should be easy for stockholders to understand. Final director compensation determinations are made by the Board.

2020 Director Nomination Process. In connection with the 2020 director nomination process, the Nominating and Governance Committee reviewed the current composition of the Board in light of the considerations set forth in its Charter and our Guidelines and the terms of the Governance Agreement (described below) related to Board composition. In addition, the Committee considered input received from other directors on Board member qualifications, Board composition and any special circumstances that the Committee deemed to be important in its determination. After taking these considerations into account, the Committee determined to recommend to the Board that each of the nominees set forth in “Item 1 — Election of Directors” be nominated to stand for election at the 2020 Annual Meeting.

Board Diversity. The Committee considers diversity as part of its review of the composition of the Board. The Committee considers diversity to be a broadly defined concept that takes into account professional experience, gender and ethnicity, among other characteristics. Multiple industries are represented on the Board, including the entertainment and media, banking, legal, technology, and management consulting industries, among others. Additionally, distinguished contributors to governmental and not-for-profit organizations also serve on the Board. Multiple professions are represented among the directors, including current and past experience as principal executive officers, principal financial officers, attorneys, high-ranking government officials, entrepreneurs and television, film and record executives, among others. The Committee assesses the effectiveness of its consideration of diversity as part of its annual nomination process, when it reviews the composition of the Board as a whole.

OUR BOARD OF DIRECTORS

Governance Agreement. On August 13, 2019, concurrently with the execution of the Merger Agreement, CBS, Viacom, National Amusements and NAI Entertainment Holdings LLC (together with National Amusements, the “NAI Parties”) and certain other persons affiliated or associated with National Amusements entered into a governance agreement (the “Governance Agreement”), which became effective at the Effective Time of the Merger. The Governance Agreement governs, among other things, the composition of the Company’s Board until December 4, 2021. The Governance Agreement is filed with the SEC as Exhibit 10.2 to our Current Report on Form 8-K filed on August 13, 2019.

Under the Governance Agreement, unless the Board determines otherwise in accordance with the Merger Agreement, the current directors will constitute the only members of the Board until December 4, 2021 and in the event of any vacancy on the Board prior to that date due to a director’s removal, death, retirement or resignation, (i) if such vacancy results from the departure of Ms. Redstone or Mr. Klieger, such vacancy will be filled by an individual designated by the NAI Parties, (ii) if such vacancy results from the departure of Mr. Bakish, such vacancy will be filled by the new Chief Executive Officer of the Company and (iii) any other vacancy will be filled by an independent director in accordance with the Merger Agreement.

The Governance Agreement also provides, among other things, that the NAI Parties will not take actions that would result in the Board being comprised of less than a majority of independent directors, either of the Compensation Committee or Nominating and Governance Committee not being comprised entirely of independent directors or the Company availing itself of any “controlled company” exemption under the Nasdaq listing standards.

Stockholder Recommendations for Director. The Committee will consider candidates for director recommended by our stockholders. All recommendations by stockholders for potential director candidates, which shall include written materials with respect to the potential candidate, should be sent to Christa A. D’Alimonte, Executive Vice President, General Counsel and Secretary, ViacomCBS Inc., 1515 Broadway, New York, NY 10036-5794. Our Guidelines and Nominating and Governance Committee Charter set forth certain criteria for director qualifications and Board composition that stockholders should consider when making a recommendation. These criteria include an expectation that directors have substantial accomplishments in their professional backgrounds, are able to make independent, analytical inquiries, and exhibit practical wisdom and mature judgment. Our directors should also possess the highest personal and professional ethics, integrity and values and be committed to promoting the long-term interests of our stockholders. Director candidates recommended by stockholders who meet the director qualifications, which are described more fully in our Guidelines and Nominating and Governance Committee Charter, will be considered by the Chair of the Committee, who will present the information on the candidate to the entire Committee. Subject to the terms of the Governance Agreement, director candidates recommended by stockholders will be considered by the Committee in the same manner as any other candidate.

STOCKHOLDER OUTREACH

Our management, including through its investor relations program, conducts stockholder outreach throughout the year to inform our management and Board about the issues that matter most to stockholders. The stockholder outreach efforts include management meetings with individual and group investors in person or by telephone and management presentations at investor and industry conferences, including question-and-answer sessions, on a regular basis. The investor relations group also responds to retail investor email and telephone inquiries, providing access to our representatives and a forum for providing feedback. Our investor relations team, certain named executive officers and/or other members of management and operating executives meet with our largest investors throughout the year.

COMMUNICATIONS WITH DIRECTORS

Stockholders and other parties interested in contacting our non-management directors may send an email to nonmanagementdirectors@viacomcbs.com or write to ViacomCBS Inc., 1515 Broadway, New York, NY 10036-5794, Attention: Non-Management Directors – 52^nd Floor. The non-management directors’ contact information is also available on our website at www.viacbs.com. The non-management directors have approved the process for handling communications received in this manner.

Stockholders should also use the email and mailing address for the non-management directors to send communications to the Board. The process for handling stockholder communications to the Board received in this manner has been approved by the independent directors of the Board. Correspondence relating to accounting or auditing matters will be handled in accordance with procedures established by the Audit Committee for such matters.

OUR BOARD OF DIRECTORS

COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION

None of the members of the Compensation Committee during fiscal year 2019 was, or has ever been, an officer or employee of the Company, and, during fiscal year 2019, no executive officer of the Company served on the board and/or compensation committee of any company that employed as an executive officer any member of the Company’s Board and/or Compensation Committee.

Security Ownership of Certain Beneficial Owners and Management

The table below sets forth as of March 17, 2020, unless otherwise indicated, information concerning the beneficial ownership of the Company’s Class A and Class B Common Stock by (i) each current director and director nominee, (ii) each named executive officer and (iii) the current directors and executive officers of the Company as a group. Each person has sole voting and investment power over the shares reported, except as noted. Also set forth below is information concerning the beneficial ownership by each person, or group of affiliated persons, who is known by the Company to beneficially own more than 5% of the Company’s Class A Common Stock. As of March 17, 2020, there were 52,267,640 shares of the Company’s Class A Common Stock outstanding and 562,716,753 shares of the Company’s Class B Common Stock outstanding. Information set forth below for Ms. Franco and Mr. Ianniello is as of December 4, 2019; and for Mr. Tu, as of March 29, 2019.

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

Related Person Transactions

REVIEW, APPROVAL OR RATIFICATION OF TRANSACTIONS WITH RELATED PERSONS

The Board has a written policy whereby the Nominating and Governance Committee reviews and approves, ratifies or takes other actions it deems appropriate with respect to related person transactions, as defined under the rules of the SEC. Under the policy, the Committee shall approve only related person transactions that are in, or are not inconsistent with, the best interests of the Company and its stockholders, as the Committee determines in good faith. In its review, the Committee considers the related person’s relationship with the Company and interest in the transaction; the material terms of the transaction, including the dollar amount involved; the importance of the transaction to the Company and the related person; whether the transaction would impair the judgment of the related person; the impact on a director’s independence if the transaction involves a director; the availability of other sources of comparable products or services; whether the transaction is on terms that are comparable to the terms available to an unrelated third party or to employees generally; and any other information the Committee deems appropriate.

Any member of the Committee who is a related person with respect to a transaction under review may not participate in the review or vote respecting the transaction; however, that person may be counted in determining the presence of a quorum at a meeting of the Committee that considers the transaction.

Under the policy, management is primarily responsible for determining whether a related person has a direct or indirect material interest in a transaction with the Company. The determination will be made after a review of information obtained from the related person and information available from our records. Our legal and controller’s groups are responsible for establishing and maintaining policies and procedures to ensure implementation of the policy across the Company.

TRANSACTIONS RELATED TO VIACOM INC.

On December 4, 2019, Viacom merged with and into CBS, with CBS continuing as the surviving company and changing its name to ViacomCBS Inc. See “Proxy Statement Highlights – Recent Company and Leadership Developments” for a more detailed discussion of the Merger.

National Amusements, our controlling stockholder, was also, prior to the Merger, the controlling stockholder of Viacom. Sumner M. Redstone, the controlling stockholder, chairman of the board of directors and chief executive officer of National Amusements, serves as Chairman Emeritus of the Company and, prior to the Merger, served as Chairman Emeritus of Viacom. Shari E. Redstone is President and a director of National Amusements, and serves as our non-executive Board Chair.

During 2019, prior to the Merger, CBS and its subsidiaries, as part of its normal course of business, entered into transactions with Viacom and its subsidiaries. CBS licensed its television content and sold advertising spots to various subsidiaries of Viacom. Viacom also distributed certain of CBS’ television programs in the home entertainment market. Viacom leased production facilities, licensed its theatrical content and sold advertising spots to various subsidiaries of CBS. CBS’ total revenues recognized for the year ended December 31, 2019 from these transactions, which were accounted for as intercompany eliminations in the Company’s Annual Report on Form 10-K, filed with the SEC on February 20, 2020 (the “2019 Annual Report”), were $72.4 million. Viacom’s total revenues recognized for the year ended December 31, 2019 from these transactions, which were accounted for as intercompany eliminations in the 2019 Annual Report, were $43.8 million.

We believe that the terms of all such transactions prior to the Merger were no more or less favorable to CBS and its businesses, on the one hand, and Viacom and its businesses on the other, than it would have obtained from unrelated parties.

OTHER TRANSACTIONS

National Amusements licenses films in the ordinary course of business for its motion picture theaters from all major studios, including Paramount. Payments made to us in connection with these licenses for fiscal year 2019 amounted to approximately $6.8 million and are continuing in fiscal year 2020 as a result of this ongoing relationship. National Amusements also licenses films from a number of unaffiliated companies, and Paramount expects to continue to license films to National Amusements on similar terms in the future. In addition, National Amusements and Paramount have co-op advertising arrangements, which are continuing in fiscal year 2020, and occasionally engage in other ordinary course transactions (e.g., movie ticket purchases and various promotional activities) from time to time. In connection with these arrangements and transactions, Paramount paid National Amusements a total of approximately $96,000 in fiscal year 2019. We believe that the terms of these transactions between National Amusements and Paramount were no more or less favorable to Paramount than transactions between unaffiliated companies and National Amusements.

RELATED PERSON TRANSACTIONS

In November 1995, we entered into an agreement with Gabelli Asset Management Company (“GAMCO”) pursuant to which GAMCO manages certain assets for qualified U.S. pension plans sponsored by us. For 2019, we paid GAMCO approximately $198,900 for such investment management services. We believe that the terms of the agreement with GAMCO are no more or less favorable to us than we could have obtained from unrelated parties. Entities that are affiliated with GAMCO collectively own 5,375,384 shares of the Company’s Class A Common Stock, according to a Schedule 13D/A filed with the SEC on December 15, 2019 by such entities (the latest filing available), which shares, as of March 23, 2020, represented approximately 10.3% of the outstanding shares of the class.

Matthew Jafar, the brother-in-law of Julia Phelps, our Executive Vice President, Chief Communications and Corporate Marketing Officer, is employed by the Company as Director of Global Consumer Insights. Mr. Jafar served in his position prior to Ms. Phelps’ appointment to her current role, and Ms. Phelps was not involved in Mr. Jafar’s hiring. Mr. Jafar has never served in Ms. Phelps’ reporting line, and Ms. Phelps is not involved with decisions regarding Mr. Jafar’s compensation. Mr. Jafar received compensation in 2019 in an amount consistent with the compensation paid to other employees at his level.

Item 1 — Election of Directors

The Board of Directors proposes the election of 13 directors, all of whom are current members of our Board. Each director elected at the Annual Meeting will hold office, in accordance with our Amended and Restated Certificate of Incorporation and Amended and Restated Bylaws, until the next annual meeting or until his or her successor is duly elected and qualified. The Board’s nominees for election are: Robert M. Bakish, Candace K. Beinecke, Barbara M. Byrne, Brian Goldner, Linda M. Griego, Robert N. Klieger, Judith A. McHale, Ronald L. Nelson, Charles E. Phillips, Jr., Shari E. Redstone, Susan Schuman, Nicole Seligman and Frederick O. Terrell. All of the nominees were elected at our 2019 Annual Meeting of Stockholders, except for Messrs. Bakish, Nelson and Phillips and Mses. McHale and Seligman, all of whom were appointed by the Board in connection with the Merger.

For a description of certain arrangements relating to nominations of directors and the future composition of the Board, see “Our Board of Directors — Board Committees — Nominating and Governance Committee.”

In accordance with the Board’s recommendation, the proxy holders will vote the shares of the Company’s Class A Common Stock covered by the respective proxies for the election of each of the 13 director nominees set forth below, unless the stockholder gives instructions to the contrary. If, for any reason, any of the director nominees become unavailable for election, the proxy holders may exercise discretion to vote for substitute nominees proposed by the Board. Each of the director nominees has indicated that he or she will be able to serve if elected and has agreed to do so.

Each director nominee for our Board brings a diversity of skills and experiences to his or her service on the Board, as listed below.

Information about each director nominee is set forth below.

ITEM 1 — ELECTION OF DIRECTORS

ITEM 1 — ELECTION OF DIRECTORS

ITEM 1 — ELECTION OF DIRECTORS

ITEM 1 — ELECTION OF DIRECTORS

ITEM 1 — ELECTION OF DIRECTORS

ITEM 1 — ELECTION OF DIRECTORS

Director Compensation

OUTSIDE DIRECTOR COMPENSATION DURING 2019

The following table sets forth information concerning the compensation of the Company’s Outside Directors for 2019.

DIRECTOR COMPENSATION

DESCRIPTION OF DIRECTOR COMPENSATION

Directors of the Company who are not employees of the Company or any of its subsidiaries are “Outside Directors” as defined in the director plans described below. Outside Directors receive compensation for their service on the Board and are eligible to participate in these director plans. All of the current and former directors identified in the “Outside Director Compensation During 2019” table above were deemed Outside Directors during 2019. Mr. Bakish was not compensated for serving on the Board and was not eligible to participate in any director plans, other than the Matching Gifts Program for Directors.

Cash Compensation

The Company pays the following cash compensation to Outside Directors:

Deferred Compensation Plan

The Company maintains deferred compensation plans for Outside Directors (the “Director Deferred Compensation Plans”). Under the Director Deferred Compensation Plans, Outside Directors may elect to defer their Board and Committee chair retainers and Committee meeting fees. Deferred amounts are credited during a calendar quarter to an interest-bearing income account or a stock unit account in accordance with the director’s prior election. Amounts credited to an income account bear interest at the prime rate in effect at the beginning of each calendar quarter. Amounts credited to a stock unit account are deemed invested in phantom units for shares of the Company’s Class A Common Stock and Class B Common Stock on the first day of the calendar quarter following the quarter in which the amounts are credited, with the number of shares calculated based on the closing market prices on that first day. Until the amounts credited to the stock unit account are converted into phantom units, these credited amounts bear interest at the prime rate in effect at the beginning of the relevant calendar quarter.

Upon a director’s leaving the Board, the amounts deferred under the Director Deferred Compensation Plans are paid in cash in a lump sum or in three or five annual installments, based on the director’s prior elections, with the lump sum or initial annual installment becoming payable on the later of six months after the director leaves the Board or January 15th of the following year. The value of a stock unit account is determined by reference to the average of the respective closing market prices of the Company’s Class A Common Stock and Class B Common Stock on Nasdaq on each trading date during the four-week period ending five business days prior to the initial payment date. Amounts paid in installments accrue interest until the final installment is paid.

Equity Compensation

The Company maintains the 2015 Equity Plan for Outside Directors (the “Director Equity Plan”).

Outside Directors receive the following awards under the Director Equity Plan:

DIRECTOR COMPENSATION

RSUs are payable to Outside Directors in shares of the Company’s Class B Common Stock upon vesting unless the director elects to defer the settlement to a future date. Outside Directors are entitled to receive dividend equivalents on the RSUs in the event the Company pays a regular cash dividend on its Class B Common Stock. Dividend equivalents will accrue on the RSUs (including RSUs for which settlement has been deferred) until the RSUs are settled.

Matching Gifts Program for Directors

All directors are eligible to participate in the Company’s Matching Gifts Program for Directors. Under the program, the Company matches donations made by a director to eligible tax-exempt organizations at the rate of one dollar for each dollar donated up to $25,000 for each fiscal year. The purpose of the program is to recognize the interest of the Company and its directors in supporting eligible organizations.

Director Stock Ownership Requirement

Under our Corporate Governance Guidelines, directors are expected to own shares of ViacomCBS stock worth five times the standard annual Board retainer (or $500,000) within three years of becoming a director. Class A Common Stock phantom units and Class B Common Stock phantom units credited pursuant to the Director Deferred Compensation Plans, and RSUs received under the Director Equity Plan and the Viacom Inc. 2011 RSU Plan for Outside Directors, count toward the requirement; unvested RSUs are counted at 50%.

Other

Expenses: Directors are reimbursed for reasonable expenses incurred in attending Board, committee and stockholder meetings (including travel and lodging) in accordance with the Company’s normal travel policies and administrative expenses that may be approved by the Board from time to time.

Director Attendance at Certain Other Events: ViacomCBS believes it is in its best interest for directors to participate in certain Company events and other events to meet with management, customers, talent and others important to the Company’s business. The Board has established a policy on director attendance at these events. Under the policy, tickets to events that are designated as having a business purpose are allocated to directors. In addition, the Company reimburses directors for travel and related expenses in accordance with the Company’s normal travel policies. Occasionally, a director’s spouse or partner may accompany him or her to ViacomCBS events at our request. This policy involves a de minimis or no incremental cost to us, and we believe it serves a legitimate business purpose.

Item 2 — Ratification of the Appointment of the Independent Registered Public Accounting Firm

The Audit Committee has appointed PricewaterhouseCoopers LLP (“PwC”) as our independent registered public accounting firm for the year ending December 31, 2020, subject to stockholder ratification. The Audit Committee has reviewed PwC’s independence from the Company as described in the “Report of the Audit Committee.” In appointing PwC as our independent registered public accounting firm for the year ending December 31, 2020, and in recommending that our stockholders ratify the appointment, the Audit Committee has considered whether the non-audit services provided by PwC were compatible with maintaining PwC’s independence from the Company and has determined that such services do not impair PwC’s independence.

Representatives of PwC are expected to be present at the Annual Meeting and will be given an opportunity to make a statement if they desire to do so. They will also be available to respond to questions at the Annual Meeting.

Report of the Audit Committee

The following Report of the Audit Committee does not constitute soliciting material and shall not be deemed filed or incorporated by reference into any filing under the Securities Act or the Exchange Act, except to the extent the Company specifically incorporates such information by reference.

The Audit Committee Charter states that the purpose of the Audit Committee is to oversee our accounting and financial reporting processes and the audit of our consolidated financial statements. The Audit Committee also assists the Board of Directors’ oversight of:

Under the Audit Committee Charter, the Audit Committee’s authorities and duties include, among other things:

The Audit Committee also discusses certain matters with the independent auditor on a regular basis, including our critical accounting policies, certain communications between the independent auditor and management, and the qualifications of the independent auditor.

The full text of the Audit Committee Charter is available on our website at www.viacbs.com. The Audit Committee assesses the adequacy of its Charter at least annually, or more frequently as the Committee may determine.

Our management is responsible for the preparation of our consolidated financial statements, the financial reporting processes and maintaining effective internal control over financial reporting. The independent auditor is responsible for performing an audit of the consolidated financial statements in accordance with the standards of the Public Company Accounting Oversight Board (“PCAOB”) and expressing an opinion on the conformity of the audited consolidated financial statements to U.S. generally accepted accounting principles. The independent auditor also expresses an opinion on the effectiveness of our internal control over financial reporting. The Audit Committee monitors and oversees these processes.

As part of its oversight role, the Audit Committee has reviewed and discussed with management and our independent auditor, PricewaterhouseCoopers LLP (“PwC”), our audited consolidated financial statements for the year ended December 31, 2019, our disclosures under “Management’s Discussion and Analysis of Results of Operations and Financial Condition” in our 2019 Annual Report on Form 10-K and matters relating to the effectiveness of our internal control over financial reporting as of December 31, 2019.

The Audit Committee has also discussed with PwC all required communications, including the matters required to be discussed by the applicable requirements of the PCAOB and the SEC. In addition, the Audit Committee has received the written disclosures and the letter from PwC required by applicable requirements of the PCAOB regarding the independent accountant’s communications with the Audit Committee concerning independence and has discussed with PwC the firm’s independence from the Company.

REPORT OF THE AUDIT COMMITTEE

Based on this review and these discussions, the Audit Committee recommended to the Board of Directors that the audited consolidated financial statements be included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2019.

Audit Committee

Barbara M. Byrne, Chair

Judith A. McHale

Ronald L. Nelson

Frederick O. Terrell

Fees for Services Provided by the Independent Registered Public Accounting Firm

The following table sets forth fees for professional services rendered by PwC to the Company and its subsidiaries for each of the years ended December 31, 2019 and 2018.

AUDIT COMMITTEE PRE-APPROVAL OF SERVICES PROVIDED BY PWC

All audit and non-audit services provided to us by PwC for 2019 were pre-approved by either the full Audit Committee or the Chair of the Audit Committee. Under the Audit Committee’s pre-approval policies and procedures in effect during 2019, the Chair of the Audit Committee was authorized to pre-approve the engagement of PwC to provide certain specified audit and non-audit services, and the engagement of any accounting firm to provide certain specified audit services, up to a maximum amount of $200,000 per engagement, with the total amount of such authorizations outstanding that have not been reported to the Audit Committee not to exceed an aggregate of $1,000,000. The Audit Committee receives regular reports on the engagements approved by the Chair pursuant to this delegation. For 2020, the Audit Committee has adopted the same pre-approval policies and procedures that were in effect for 2019, which permit the Chair to pre-approve the specified audit and non-audit services up to a maximum amount of $200,000 per engagement, with the total amount of such authorizations outstanding that have not been reported to the Audit Committee not to exceed an aggregate of $1,000,000.

Compensation Discussion and Analysis

This Compensation Discussion and Analysis (CD&A) describes our executive compensation philosophy and objectives and the decisions of the Compensation Committee of our Board of Directors regarding the fiscal 2019 compensation of our named executive officers (also referred to as “NEOs”) included in the compensation tables that appear after this CD&A. As we experienced a number of leadership transitions in 2019, as more fully described below, the following eight current and former executive officers are our NEOs for fiscal 2019:

RECENT COMPANY AND LEADERSHIP DEVELOPMENTS IN 2019

As discussed above, on December 4, 2019, Viacom merged with and into CBS, with CBS continuing as the surviving company, and at the Effective Time of the Merger, the combined company changed its name to ViacomCBS Inc (“ViacomCBS”). Effective upon the closing of the Merger, Mr. Bakish became the President and Chief Executive Officer of ViacomCBS, Ms. Spade continued as our Executive Vice President, Chief Financial Officer, Ms. D’Alimonte became our Executive Vice President, General Counsel and Secretary and Ms. Phillips became our Executive Vice President, Chief People Officer. Also effective upon closing of the Merger, Mr. Ianniello, who served as President and Acting Chief Executive Officer of CBS until the closing of the Merger, became Chairman and Chief Executive Officer of the CBS business of ViacomCBS, and Ms. Franco, who served as Executive Vice President, General Counsel of CBS until the closing of the Merger, became Executive Vice President, General Counsel of the CBS business of ViacomCBS.

This CD&A focuses on the compensation programs of ViacomCBS (formerly known as CBS Corporation), for the 2019 fiscal year and does not include the compensation programs of stand-alone legacy Viacom. Similarly, the information provided in the executive compensation tables following this CD&A includes only compensation earned for services rendered at ViacomCBS. Thus, the information presented for the legacy CBS executives (Messrs. Ianniello, Jones and Tu and Mses. Spade and Franco) reflects compensation for the full-year period, and the information presented for the legacy Viacom executives (Mr. Bakish and Mses. D’Alimonte and Phillips) reflects compensation for the period commencing with the Effective Time of the Merger through the end of fiscal year 2019, unless stated otherwise.

A New Compensation Committee

During fiscal year 2019 until the Effective Time of the Merger, the Compensation Committee was composed of current directors Brian Goldner (Chair) and Linda M. Griego, and former director Strauss Zelnick, each of whom was an independent director. Mr. Zelnick resigned from the Board effective December 4, 2019 in connection with the Merger. As of the Effective Time of the Merger, the ViacomCBS Board appointed independent directors Judith A. McHale and Ronald L. Nelson to the Committee, with Mr. Goldner continuing as Chair of the Committee and Ms. Griego continuing as a member of the Committee. In this CD&A, we refer to the Compensation Committee, however constituted at the relevant time, as the “Committee.”

COMPENSATION DISCUSSION AND ANALYSIS

The Committee reviews and approves our compensation arrangements with our named executive officers and our other senior executives. For 2019, the Committee reviewed all elements of legacy CBS NEO compensation, including base salary, annual and long-term incentives, severance arrangements and benefit programs, to ensure that they adhere to our core compensation philosophy and objectives. In doing so, the Committee utilized a rolling 12-month calendar to schedule its review of actions that the Committee is required to consider with respect to each senior executive’s compensation (i.e., salary increase, annual bonus payout, long-term incentive award determination, and other compensation actions). In connection with the Merger, ViacomCBS assumed certain contractual and other compensation and benefits-related arrangements covering legacy Viacom employees, including arrangements with the legacy Viacom NEOs, Mr. Bakish and Mses. D’Alimonte and Phillips. These arrangements (with the exception of the arrangements with Ms. Phillips, who joined Viacom after the Merger Agreement was executed), while considered as part of the terms of the Merger, were not designed by our Compensation Committee.

EXECUTIVE SUMMARY

This CD&A describes our executive compensation philosophy and objectives and provides context for the 2019 compensation actions approved by the Committee for the legacy CBS NEOs and, as applicable, the legacy Viacom NEOs. In addition to reviewing and approving the compensation arrangements for our NEOs and other senior executives, the Committee, which is made up entirely of independent directors, adopts and periodically reviews our compensation philosophy, strategy and principles, and oversees the administration of our incentive compensation and equity plans.

Pay for Performance

We believe that those executives with significant responsibility and a greater ability to influence our results should have a significant portion of their total compensation tied directly to business results, and we have continued to shift our executive compensation packages to further emphasize performance-based compensation that is aligned with the Company’s business and operational strategy. Accordingly, a high percentage of our senior executives’ (including the NEOs’) total target compensation is “at risk” – meaning that we do not intend for them to receive targeted pay amounts if performance does not meet expectations.

Consistent with this philosophy, our performance-based compensation programs provide for the opportunity to reward NEOs and other senior executives for contributing to annual financial and operational performance (through annual bonus

programs) and stock price appreciation (through long-term equity incentives). The only fixed component of pay is annual base salary. Generally, annual cash incentive awards and long-term equity incentive awards are subject to company performance and/or stock price performance. However, as discussed in more detail below, given the unique and transformative nature of the Merger, certain components of compensation for 2019 that were designed to be based on performance were ultimately delivered at their respective target levels.

COMPENSATION DISCUSSION AND ANALYSIS

As illustrated below, approximately 90% of Mr. Bakish’s total target compensation as of December 31, 2019 was at risk and thus strongly linked to our results. Similarly, on average, approximately 77% of total target compensation for the other 2019 FYE NEOs as of December 31, 2019 was at risk.

Note: The amounts shown in these graphs reflect target level compensation for the 2019 FYE NEOs and may differ from actual compensation amounts reflected in the Summary Compensation Table in this Proxy Statement. The target level compensation included in the percentages shown above reflects the target compensation package for the 2019 FYE NEOs in effect on December 31, 2019.

In selecting the financial performance metrics and goals for the performance-based compensation programs each year, the Committee considers our annual operating budget for the upcoming year, as approved by the Board. Our budgeting process reflects aggressive goal setting and takes into account the expected performance of the media industry for that year, as determined by media industry analysts. The Committee believes that this goal-setting process results in challenging, yet realistic, financial and operational goals that, if achieved, will lead to a successful return of value for shareholders.

For fiscal 2019, the Committee determined that budgeted Operating Income (“OI”) and Free Cash Flow (“FCF”) continued to be the appropriate metrics to use in setting performance goals to reflect our core pay for performance philosophy. (See “Bonus Awards” and “Long-Term Incentive Programs—Performance Goals for LTMIP Awards for Fiscal 2019 Grants” for additional discussion of these goals.)

COMPENSATION DISCUSSION AND ANALYSIS

COMPENSATION PHILOSOPHY AND OBJECTIVES

We designed our executive compensation programs to motivate and reward business success and to increase shareholder value, based on the following core objectives:

In determining our compensation policies and decisions for fiscal 2019, we considered the results of the previous vote held on the compensation of our named executive officers as disclosed in the 2017 proxy statement relating to the 2017 Annual Meeting of Stockholders and, as a result, continued to base our compensation programs on the above-listed core objectives.

The Compensation Committee has oversight over the design and administration of our compensation programs, including to ensure that such programs do not promote an environment that encourages unnecessary and excessive risk taking by our employees. Based on management’s assessment, the Committee does not believe that our employee compensation policies and practices create risks that are reasonably likely to have a material adverse effect on the Company.

Our Strategies

We use a mix of cash and equity incentives. The Committee believes that both cash and equity incentives are important to an effective compensation structure. Annual cash incentives reward executives for short-term financial and operating results, while equity incentives motivate executives to execute on long-term financial and strategic objectives in order to increase shareholder value.

We consider multiple factors when structuring compensation packages. In determining the amount of cash and equity incentives our senior executives (including the NEOs) receive, the Committee does not use rigid guidelines in determining the mix of compensation elements (i.e., short-term versus long-term compensation and cash versus non-cash compensation) for each senior executive. The Committee considers a multitude of factors, including the executive’s total target compensation, the amount of compensation that is delivered in fixed versus “at risk” elements of compensation, the tax impact of various elements, external market data, internal pay parity, our succession planning needs, the scope of the executive’s role and the executive’s performance and length of time in the role.

We choose performance metrics and establish performance goals that are intended to further our long-term strategic goals. The Committee believes that a significant portion of our executives’ compensation should be subject to the achievement of performance goals that are objectively measurable and that represent aggressive performance standards that are reasonably attainable, and that any performance goals are based on easily understood metrics intended to drive shareholder value creation. Each year, the Committee selects the financial performance metrics and goals for the performance-based compensation programs and, in order to avoid distorted performance goals, approves adjustments to the calculation of those goals, which adjustments generally are pre-approved. The Committee believes this process results in performance goals that are challenging, yet realistic, and that will not encourage senior executives to engage in overly risky business activities in order to achieve unattainable goals or overcome lower results caused by unforeseen events.

COMPENSATION DISCUSSION AND ANALYSIS

Elements of Our Executive Compensation Program

The table below outlines the key elements of the compensation arrangements with our NEOs and other senior executives, and describes their purpose, key characteristics and, if applicable, the type of performance measured and how we deliver the compensation.

Total Target Compensation:

The table below sets forth the total target compensation packages for our 2019 FYE NEOs in effect at December 31, 2019.

Other Forms of Compensation:

COMPENSATION DISCUSSION AND ANALYSIS

Role of Compensation Consultants

The Committee retains an independent compensation consultant to advise the Committee in its review of senior executive compensation. For fiscal 2019, the independent compensation consultant was ClearBridge Compensation Group. The Committee has the sole authority to retain and terminate the independent compensation consultant and to review and approve the firm’s fees and other retention terms. The Committee adopted a policy in 2008 requiring that its independent compensation consultant not provide services to the Company other than its services to the Committee, and ClearBridge did not provide any such services in 2019.

PEER GROUP COMPOSITION

Fiscal 2019 Peer Group

In reviewing senior executive compensation, the Committee considers data regarding the competitive market for senior executive talent. In November 2018, the Committee instructed ClearBridge to review the peer group to be used for benchmarking senior executive, including named executive officer, compensation packages on an ongoing basis, beginning with fiscal 2019. In reviewing the peer group for fiscal 2019, the Committee sought to include companies with which we competed for executive and creative talent and that were of a similar scope and complexity and used similar compensation models, and to ensure that the number of companies in the peer group was sufficient to provide a degree of continuity year-over-year to avoid statistical distortion. As a result of the review, for fiscal 2019, the Committee evaluated senior executive compensation packages based on publicly available compensation data from the following two groups:

Based on the above criteria, the following companies comprised our compensation peer groups for fiscal 2019:

For compensation decisions made in fiscal 2019, the Committee believed that using data from each of the two groups enabled the evaluation of the relevant named executive officers’ compensation in relation to both directly comparable media industry peers and against a broader group of media and entertainment companies that, collectively as a group, were of a similar size to CBS when measured by revenue and enterprise value. The Committee used peer compensation

COMPENSATION DISCUSSION AND ANALYSIS

data from companies in each of these groups, as available, as reference points in assessing the compensation levels for our named executive officers. In addition to market data, the Committee considered the scope of each named executive officer’s responsibility and his or her length of time in the role, in addition to other factors. The Committee does not target a benchmark level of compensation.

Fiscal 2020 Peer Group

Given the transformative impact of the Merger and further consolidation and evolution within the media and entertainment industry, following the Merger, the Committee undertook a comprehensive review with ClearBridge to identify an appropriate peer group for our newly combined company. In developing the list of potential peer companies, ClearBridge noted that ViacomCBS has a limited number of directly comparable media peers and needed to source the potential peers using several criteria. ClearBridge used the following approach to identify potential peer companies:

Following this review, the Committee determined, with input from ClearBridge, to utilize the following companies as peers following March 2020:

The Committee believes that utilizing data from this peer group will allow it to evaluate our named executive officer compensation to attract, retain and appropriately compensate our executives. The Committee plans to use the publicly reported named executive officer compensation data from companies in this group as reference points in assessing the compensation levels for our named executive officers. The Committee will continue to consider the scope of each named executive officer’s responsibility and his or her length of time in the role, in addition to other factors, and there will continue to be no targeted benchmark level of compensation. The Committee will review the above peer group on an ongoing basis and adjust the composition of the peer group as appropriate to ensure its continued relevance.

FISCAL 2019 COMPENSATION

Changes in NEOs’ Compensation Arrangements in 2019

While fiscal 2019 was a year of transformation for the Company and its leadership as a result of the Merger, it also presented unique challenges as we considered the impact of entering into a transformative strategic transaction and the resources necessary to execute it. In April 2019, as we were considering the terms of a potential merger, we determined it was desirable to have consistent leadership, and, in particular, continuity in the role of our President and Acting Chief Executive Officer. Accordingly, in April 2019 we took steps to extend Mr. Ianniello’s leadership by entering into an amendment to his employment agreement set to expire on June 30, 2019, providing for his continued service as our President and Acting Chief Executive Officer through December 31, 2019. Pursuant to the amendment, Mr. Ianniello’s base salary was increased to $3 million, effective as of April 15, 2019, and his target annual bonus was increased to 500% of base salary. For calendar year 2019, Mr. Ianniello was to receive a bonus no less than such target bonus. He also received a cash payment of $5 million in connection with entering into the amendment.

On February 22, 2019, Mr. Tu resigned from his position as Senior Executive Vice President, Chief Legal Officer, effective as of March 1, 2019. We entered into a separation agreement with Mr. Tu, which provided for his continuing employment as a senior advisor to Mr. Ianniello until April 30, 2019 and for severance payments and benefits consistent with his then-current employment agreement.

COMPENSATION DISCUSSION AND ANALYSIS

On March 1, 2019, Ms. Franco became our Executive Vice President, General Counsel. In connection with her new role, we entered into an employment agreement on March 1, 2019 providing for a base salary of $1,000,000, a target annual bonus of 100% of base salary and a target long-term annual incentive award of $1,200,000, beginning with the long-term annual incentive award for fiscal 2020. As an inducement to entering into the agreement, Ms. Franco was granted a long-term equity incentive award with a $950,000 grant date value, which, together with the long-term incentive award previously granted to Ms. Franco in February 2019, aligned Ms. Franco’s total long-term incentive award value for fiscal 2019 to her new target level. In determining the compensation terms for Ms. Franco’s agreement, the Committee considered compensation arrangements for executives with a similar scope of responsibility at media industry peers and at other leading U.S. companies, as well as the core objectives set forth in the “Compensation Philosophy and Objectives” discussion, above.

In connection with entering into the Merger Agreement, we entered into new employment arrangements with each of Mses. Spade and Franco and Mr. Ianniello, and shortly prior to the Effective Date of the Merger, we entered into a new employment agreement with Mr. Jones. In evaluating changes to our NEO compensation arrangements related to the Merger, we considered the role that the executive would have during the transition and integration period, the role the executive would have in the combined company, and the impact that a transformative strategic transaction would have on our ability to retain and incentivize our executives during uncertain and challenging times typically associated with a merger and related integration matters.

Concurrently with the execution of the Merger Agreement, on August 13, 2019 the CBS Senior Executive Retention Plan (the “CBS retention plan”) became effective. All of the legacy CBS NEOs other than Mr. Ianniello are participants in the CBS retention plan. Pursuant to the CBS retention plan, each participating executive is entitled to receive certain severance payments and benefits upon a “qualifying termination of employment,” which includes a termination of employment by the Company without cause (as defined in the participating executive’s employment agreement), a resignation for good reason (as defined in the participating executive’s employment agreement), or a nonrenewal by the Company following the expiration of the term of the participating executive’s employment agreement under circumstances that would entitle such participating executive to the payment of severance benefits during the CBS retention plan term. Upon a qualifying termination of employment during the retention plan term, each participating executive would be entitled to certain severance payments and benefits, as discussed under “Executive Compensation – Potential Payments Upon Termination and Certain Other Events.”

On August 13, 2019, concurrently with the execution of the Merger Agreement, we entered into a letter agreement with Mr. Ianniello to extend the term of his employment as our President and Acting Chief Executive Officer through the estimated closing date of the Merger and also provide for his execution of a new employment agreement, to be effective as of the closing of the Merger, memorializing the terms of Mr. Ianniello’s continued employment with us as Chairman and Chief Executive Officer of the CBS business of ViacomCBS. This letter agreement reflected our determination that it was desirable to have consistent leadership, and, in particular, continuity in the role of our President and Acting Chief Executive Officer, during the transition and integration period following the execution of the Merger Agreement. As an inducement for Mr. Ianniello to enter into this letter agreement and to further align his interests with those of our stockholders, under the terms of the letter agreement, he was awarded a one-time grant of 450,000 restricted stock units in lieu of any additional equity awards under the letter agreement and the new agreement to be entered into upon the closing of the Merger. The letter agreement also provided that this new employment agreement would preserve certain payments and benefits that would have otherwise been payable under his pre-existing employment agreement upon a termination of his employment by us without “cause” or by Mr. Ianniello for “good reason” (which we refer to as the “deemed termination payments”).

As contemplated by the letter agreement, in connection with the closing of the Merger, Mr. Ianniello entered into a new employment agreement effective December 4, 2019. Under the new employment agreement, Mr. Ianniello became the Chairman and Chief Executive Officer of our CBS business. The new employment agreement provided for an employment term of fifteen months, with no change to his base salary and annual incentive target from his previous agreement. The new agreement did not provide for any additional equity incentive awards to be granted to Mr. Ianniello. In connection with entering into the new agreement, Mr. Ianniello received the deemed termination payments.

On January 31, 2020, we entered into a separation agreement with Mr. Ianniello pursuant to which his employment ceased effective as of January 31, 2020. The separation agreement provided for, among other things, the separation payments and benefits set forth in his new employment agreement. The deemed termination payments and the severance payments and benefits provided in the new employment agreement are set forth in further detail in “Executive Compensation – Summary Compensation Table For Fiscal Year 2019” and the narrative which follows.

COMPENSATION DISCUSSION AND ANALYSIS

On August 13, 2019, we entered into a new employment agreement with Ms. Spade pursuant to which she continues to serve as our Executive Vice President, Chief Financial Officer. Under the new agreement, Ms. Spade’s base salary increased to $1,400,000 per year with a target annual cash bonus of 200% of her base salary. Beginning with equity incentive grants for the 2020 fiscal year, her annual target incentive for equity-based awards was increased to $3,400,000. The new agreement also provided for Ms. Spade’s continuing participation in the CBS retention plan.

On August 13, 2019, we entered into a new employment agreement with Ms. Franco pursuant to which she serves as the Executive Vice President, General Counsel of our CBS business. Under the new agreement, Ms. Franco’s base salary was increased to $1,100,000 per year with a target annual cash bonus of 100% of her base salary. Beginning with equity incentive grants for the 2020 fiscal year, her annual target incentive for equity-based awards was increased to $1,800,000. The new agreement also provided for Ms. Franco’s continuing participation in the CBS retention plan.

Effective November 19, 2019, we entered into a new employment agreement with Mr. Jones pursuant to which he continues to serve as our Executive Vice President, General Tax Counsel and Chief Veteran Officer. Pursuant to the new agreement, Mr. Jones’ base salary was increased to $750,000 per year with a target annual cash bonus of 100% of his base salary, except that, for purposes of the 2019 calendar year, his target annual cash bonus was based on a base salary of $675,000. Mr. Jones’ annual equity incentive target remained unchanged. The new agreement also provided for Mr. Jones’ continuing participation in the CBS retention plan.

Also in connection with the Merger, we assumed the employment agreements of each of Mr. Bakish and Mses. D’Alimonte and Phillips relating to their employment with ViacomCBS. The employment agreement for each of Mr. Bakish and Ms. D’Alimonte provide for their respective participation in the Viacom Inc. Executive Retention Plan for Section 16 Officers, which was also assumed in the Merger. The Viacom Inc. Executive Retention Plan for Section 16 Officers provides for severance payments and benefits in connection with certain terminations of employment which occur within two years of the Effective Time of the Merger. For a discussion of certain key terms of each of these agreements and arrangements, see “Executive Compensation – Employment Agreements for 2019” and “– Potential Payments Upon Termination and Certain Other Events.”

Fiscal 2019 Compensation Elements

The Committee’s decisions with respect to fiscal year 2019 compensation are discussed below.

Base Salary

In reviewing proposals for changes to base salary for NEOs, the Committee considers the following:

Each of the legacy CBS NEOs received increases in base salaries, as described under “Changes in NEO Compensation Arrangements in 2019.”

Bonus Awards

We use annual cash bonuses to reward achievement of financial performance and individual strategic and operational objectives under our short-term incentive program, all of which the Committee believes align with the creation of shareholder value. In establishing the bonus program for 2019, the following process was utilized:

Determination of Senior Executive STIP Participants. Cash bonuses for our NEOs have generally been awarded under the Company’s Senior Executive Short-Term Incentive Plan (the “Senior Executive STIP”). The Senior Executive STIP was designed to permit awards that would comply with the now-eliminated exception for performance-based compensation under Section 162(m) of the Code (“Section 162(m)”), and our stockholders

COMPENSATION DISCUSSION AND ANALYSIS

previously approved this plan. Legislation signed into law in December 2017, the Tax Cuts and Jobs Act, eliminated the exception for performance-based compensation for taxable years beginning after December 31, 2017, except for otherwise qualified compensation payable pursuant to a written binding contract in effect on November 2, 2017 that is not subsequently materially modified. See “Tax Considerations” for additional information. Senior Executive STIP participants are determined in the first quarter of the fiscal year. For fiscal 2019, the Committee determined that Messrs. Ianniello and Jones and Ms. Spade would participate in the Senior Executive STIP. Ms. Franco, whom we promoted to Executive Vice President, General Counsel effective March 1, 2019, did not participate in the Senior Executive STIP for 2019, but instead was eligible for a 2019 annual bonus award under our short-term incentive program that provides for a company-wide bonus pool (the “company-wide bonus pool”), as described below.

If the Committee determines that we met the applicable performance goal set for the Senior Executive STIP, the plan’s terms establish for each participant a maximum bonus that may be paid, subject to the Committee’s negative discretion. Under the Senior Executive STIP, the plan provides that we can pay awards, in whole or in part, in cash, in the form of stock-based awards issued under our long-term incentive plan or in any other form prescribed by the Committee. While the Committee considers the deductibility of bonus compensation under tax laws, the Committee retains the flexibility to determine bonus amounts in excess of amounts that may be deductible under tax laws. See “Tax Considerations.”

Setting the Senior Executive STIP Performance Goal. The Committee established the financial performance goal applicable to the Senior Executive STIP at the beginning of the 2019 fiscal year, which goal is not certain of achievement at the time it is set. In setting the Senior Executive STIP financial performance goal for 2019, the Committee took into account the performance goal from the previous year and sought to establish a financial performance goal that was meaningful, challenging and designed to motivate performance, without encouraging senior executives to engage in risky business activities in order to achieve unattainable goals or overcome lower results caused by unforeseen events. For 2019, the financial performance goal established for the Senior Executive STIP was the achievement during 2019 of an 80% or greater level of the weighted average performance of

The “OI Metric Target” is calculated by starting with our 2019 budget for the OI metric (as defined below) and then taking into account items approved by the Committee that may otherwise distort the calculation of the performance goal, and the “FCF Metric Target” is calculated by starting with our 2019 budget for the FCF metric (as defined below) and then taking into account the same items.

The following chart explains the Committee’s rationale in selecting OI and FCF as the applicable performance metrics and the manner in which each such metric is calculated:

Approval of the Company-Wide Bonus Pool Design. The Committee also approves a company-wide bonus pool that funds bonuses for all CBS bonus-eligible employees, including, for the 2019 fiscal year, the legacy CBS NEOs and other Senior Executive STIP participants. Funding is determined based on (i) the Committee’s evaluation of our financial performance relative to a pre-established financial performance goal set by the Committee that is derived from budget determinations for the relevant year, as well as (ii) performance against qualitative factors established by the Committee for the year, which are set forth below. The aggregate amount of awards provided to the NEOs, as

COMPENSATION DISCUSSION AND ANALYSIS

well as to other Senior Executive STIP participants and all other CBS bonus-eligible employees, is limited by the funding pool resulting from the Committee’s assessment of our financial and qualitative performance.

Setting the Company-Wide Bonus Pool Performance Goal. At the beginning of each year, the Committee also establishes the financial performance goal applicable to the company-wide bonus pool, which goal is not certain of achievement at the time it is set, and the qualitative performance factors for the year. For 2019, the Committee determined to base the funding of the company-wide bonus pool on the following structure:

Strengthening our financial position;

Producing more premium content;

Increasing our fee-based revenues;

Expanding the reach of our streaming product offerings;

Enhancing viewership monetization opportunities; and

Continuing to build a workplace culture of dignity, transparency, respect, diversity and inclusion.

Determination of Bonuses in the Event of a Transformative Transaction During 2019. In considering the objectives of our short-term incentive program, the Committee determined that it would be important and consistent with these objectives to provide bonus amounts to bonus-eligible employees, including the NEOs, at their respective target levels in the event that a transformative transaction was consummated during the 2019 calendar year, to incentivize achievement of the Company’s broader strategic goals. Accordingly, the Committee determined that, in such event, the financial targets for the 2019 short-term incentive program (including the Senior Executive STIP) would be deemed to have been met at target level and bonus amounts to the NEOs and other bonus-eligible employees would be paid at their respective target levels.

As a result of the successful consummation of the Merger in 2019, bonus amounts paid to the NEOs participating in the CBS short-term incentive program for 2019 (Messrs. Jones and Ianniello and Mses. Spade and Franco) were paid at the target levels set forth in their respective employment agreements.

In February 2020, we paid, pursuant to the terms of the Merger, prorated target bonuses to legacy Viacom NEOs Mr. Bakish and Mses. D’Alimonte and Phillips, as well as to other bonus-eligible employees, covering the period October 1, 2019 through December 31, 2019. This period reflects the difference in the fiscal year end for the Company and legacy Viacom, effectively integrating legacy Viacom employees into the bonus cycle of the Company.

FISCAL 2020 BONUS PROGRAM

Following a review of our short-term incentive compensation program and the ongoing applicability of transition rules under Section 162(m) (see “Tax Considerations”), for 2020 the Committee determined to discontinue the practice of determining annual cash incentive awards for our executives under two plans, the Senior Executive STIP and the company-wide bonus pool, and instead make annual cash incentive awards under a single short-term incentive program (the “2020 STIP”).

Annual incentive awards for our named executive officers under the 2020 STIP will continue to be performance-based, with the payout of awards tied to our achievement of specific financial performance measures for fiscal 2020, as well as to certain qualitative and individual performance factors. However, the method the Committee will use to determine individual bonuses will change with the determination of 2020 bonuses. For the named executive officers, the Committee’s determination of individual bonuses will first begin with an assessment of our degree of achievement against financial, synergy and qualitative performance goals set for fiscal 2020 (with the financial component having a 70%

COMPENSATION DISCUSSION AND ANALYSIS

weighting, the synergy component having a 10% weighting and the qualitative component having a 20% weighting), which will provide a preliminary bonus amount for determining the incentive award payout. For the financial goal, bonus amounts will be assessed in relation to pre-established threshold, target and maximum goals. Following the determination of the preliminary bonus amount, the Committee may modify the preliminary bonus amount for each named executive officer based upon the Committee’s assessment of each named executive officer’s individual performance after consideration of management’s recommendation. This two-step approach reflects the Committee’s view that company-wide financial, qualitative and individual performance should be the primary factor when determining bonuses for named executive officers.

Long-Term Incentive Program

Long-Term Management Incentive Program (“LTMIP”)

The LTMIP is designed as a “pay for performance” vehicle to encourage executives to make decisions that will create and sustain long-term value for shareholders. It is also a vehicle used to retain talent and build executive ownership. Through our total compensation design, a significant portion of the total compensation opportunity for the NEOs is directly linked to stock price performance, with the goal of creating alignment with our shareholders. Eligibility to participate in the LTMIP is generally limited to executives who have management responsibility.

The type and mix of equity-based vehicles used to deliver value varies primarily by an executive’s level in the organization and our business needs. The Committee considers the following objectives in determining the appropriate type and mix of equity-based vehicles:

The Committee discusses with management and ultimately approves the values, mix and type of annual grants for senior executives, subject to the terms of an executive’s employment agreement. In determining the value, mix and type of awards, the Committee takes into consideration the above objectives and the competitive assessment of total compensation reviewed by the independent compensation consultant, and reviews the LTMIP with its independent compensation consultant and senior management.

CBS Pre-Merger Fiscal 2019 LTMIP Awards

Prior to the completion of the Merger, for fiscal 2019, Messrs. Ianniello, Jones and Tu and Mses. Franco and Spade received LTMIP awards based on their then-current contractual target values that took into account the compensation assessment and the relative impact of the executive’s position on our performance. For Messrs. Ianniello, Jones and Tu and Ms. Spade, the Committee determined to deliver their 2019 LTMIP awards 50% in performance-based restricted share awards (“PRSUs”) and 50% in time-based restricted share units (“TRSUs”). Ms. Franco, who had not yet been appointed as our Executive Vice President, General Counsel at the time she received her LTMIP award for 2019, received her 2019 LTMIP award entirely in TRSUs. Upon her appointment to such position on March 1, 2019, Ms. Franco received an additional LTMIP grant with a grant date value equal to $950,000, which was delivered in 50% PRSUs and 50% TRSUs. As an inducement for Mr. Ianniello to enter into an amendment to his employment agreement on August 13, 2019 and to further align his interests with those of our stockholders, Mr. Iannielo was awarded a one-time grant of 450,000 TRSUs on August 13, 2019 scheduled to vest as to one-fifth of the award on the three-month anniversary of the closing of the Merger and as to the remaining four-fifths of the award ratably (on a daily basis) over the succeeding 12 months thereafter.

Performance Goals for LTMIP Awards for Fiscal 2019 Grants

Performance Goals for 2019. At the beginning of each year, the Committee reviews performance goals for the annual awards of PRSUs and considers which metrics offer the best measure of company performance to reflect our core objective of pay for performance. In setting the performance goal for the 2019 PRSUs, the Committee took into account the performance goal from the previous year and sought to establish a performance goal that was meaningful, challenging and designed to motivate performance, without encouraging senior executives to engage in risky business activities in order to achieve unattainable goals or overcome lower results caused by unforeseen events.

The pre-established performance goal for PRSUs granted in 2019 for the most senior levels of management, including the relevant NEOs, was the achievement during 2019 of a 95% or greater level (increased from 90% which was the goal

COMPENSATION DISCUSSION AND ANALYSIS

for the 2018 PRSUs) of the weighted average performance of (i) the percentage of an OI Metric Target of $2.915 billion actually achieved (75% weighting) and (ii) the percentage of an FCF Metric Target of $860 million actually achieved (25% weighting). See “Fiscal 2019 Compensation Elements—Bonus Awards” for a description of these performance metrics.

The number of target shares was determined at the time of grant based on the closing price of a share of CBS Class B Common Stock on the NYSE on the date of grant (February 21, 2019). The vesting of an annual award of PRSUs is subject to the Committee’s determination of the level of achievement against a pre-determined performance goal set by the Committee and is subject to ratable annual vesting over the four-year period following the date of grant. See “Grants of Plan-Based Awards During 2019—Description of Plan-Based Awards” for vesting schedules. The number of shares earned upon vesting of the PRSUs was to be determined in accordance with the following schedule:

For achievement at intermediate points between 80% and 100% and between 100% and 120%, the number of shares to be delivered was to be linearly interpolated. Dividend equivalents accrue on the target number of shares and equal the value of regular cash dividends paid on the shares of the Company’s Class B Common Stock. Dividend equivalents are paid in cash, less applicable withholdings, when the PRSUs vest, but only up to the amount payable with respect to the target number of shares. If the PRSUs do not vest, then the dividend equivalents accrued on those PRSUs are forfeited.

Determination of Performance in the Event of a Transformative Transaction During 2019; Payout under PRSU Awards for 2019. In considering the objectives of the LTMIP program, the Committee determined that it would be important and consistent with objectives of the program to provide PRSU awards, at their respective target levels in the event that a transformative transaction was consummated during the 2019 calendar year to incentivize achievement of the Company’s broader strategic goals. Accordingly, the Committee determined that, in such event, the financial targets for the 2019 PRSU awards would be deemed to have been earned at target level and PRSUs would be deemed to have been earned at the target level of shares. As a result of consummation of the Merger in 2019, the 2019 PRSUs were deemed earned at target level and were converted into TRSUs and continued to be subject to their original vesting terms (ratable annual vesting over a four-year period following the date of grant).

CBS Pre-Merger 2020 Fiscal Year Awards

In anticipation of the consummation of the Merger, the Committee considered long-term incentive grant practices at Viacom with a view towards harmonizing grant practices and dates for the combined company. On September 24, 2019, the Committee determined to accelerate the grant date for its 2020 fiscal year awards to legacy CBS executives from February 2020 to November 1, 2019, so as to align with the date that Viacom granted its fiscal 2020 long-term incentive awards. In considering the types of awards to be granted, the Committee realized the complexities in establishing a meaningful performance goal to be achieved following a transformative transaction such as the Merger. As a result, the 2020 LTMIP awards were granted 100% in the form of TRSUs, with annual ratable vesting over a four-year period from the date of grant, consistent with Viacom’s fiscal 2020 long-term incentive awards. Mses. Franco and Spade and Mr. Jones received 2020 LTMIP awards at the target level specified in their respective employment agreements. Mr. Ianniello did not receive a 2020 LTMIP award. The Committee intends to re-introduce long-term incentive grants with performance vesting criteria in the future.

ViacomCBS Post-Merger Special LTMIP Awards

In December 2019, each of Mr. Bakish and Ms. Phillips received grants under the Viacom long-term management incentive plan pursuant their respective employment agreements, as approved prior to the Merger by the Viacom compensation committee. Thus, on December 5, 2019, following the closing of the Merger, Mr. Bakish, pursuant to Mr. Bakish’s employment agreement assumed by us in the Merger, received a special transaction bonus grant with a

COMPENSATION DISCUSSION AND ANALYSIS

value of $5 million in the form of TRSUs. The special transaction bonus grant vests over four years in equal annual installments. Ms. Phillips received a one-time special equity award in the form of TRSUs on December 16, 2019, with a value of $1.75 million, in connection with commencement of her employment. This one-time special equity award vests over four years in equal annual installments. Also on December 16, 2019, Ms. Phillips received her fiscal 2020 LTMIP grant in the form of TRSUs with a value of $1.25 million, which is 125% of the annual long-term equity incentive target provided for in Ms. Philips’ employment agreement. The terms of the Merger Agreement provided for legacy Viacom employees — including the legacy Viacom NEOs — to receive their fiscal 2020 LTMIP awards at up to 125% of their target awards to compensate for the fact that their fiscal 2021 grant would be three months later than the expected grant date if the Merger had not occurred.

Equity Award Grant Date Procedures

The grant date for equity awards is the date on which the Committee approves awards under the LTMIP or, if so determined by the Committee, a future grant date, or a date specified in an employment agreement. The Committee may approve an award that will have a future grant date, with the exercise price of any stock option not to be less than the closing price of a share of our Class B Common Stock on the date of grant. We do not set grant dates intentionally to precede the release of material non-public information. We provide communications regarding individual grant awards, including the terms and conditions, to recipients as soon as administratively feasible. The Committee approved annual management grants awarded in 2019 on February 21, 2019, with a grant date of the same date, and the Committee approved fiscal 2020 annual management grants on September 24, 2019 with a grant date of November 1, 2019.

Other Terms for RSUs

RSUs are generally subject to annual ratable vesting over the four-year period following the date of grant. For a description of certain other material terms of the RSUs, see “Grants of Plan-Based Awards During 2019—Description of Plan-Based Awards.”

Delegation of Authority with Respect to Awards

The Committee has delegated to the Chief Executive Officer limited authority, with respect to executives who are not senior executives, to grant long-term incentive awards under our long-term incentive plan to such executives in connection with their hiring, promotion or contract renewal or for any other reason and to modify certain terms of outstanding equity grants in some post-termination circumstances. The Committee delegated this authority in order for the Chief Executive Officer to have the ability to (i) act in a timely manner in a competitive environment in connection with the hiring of new executives or the compensation of an existing executive being given a significant increase in responsibility and (ii) maintain flexibility to manage compensation in post-termination circumstances when mutually beneficial to us and the executive. The Committee’s delegation specifies the circumstances in which the authority may be used, and limits the amount that may be awarded to an individual, the total amount that may be awarded in a given period and, in certain circumstances, the aggregate incremental expense we may incur as a result of modifications to the terms of outstanding equity grants. The delegation also requires that the Chief Executive Officer report to the Committee periodically on his exercise of this delegated authority.

Stock Ownership Guidelines

In order to further align the senior executives’ interests with those of our shareholders, we have established stock ownership guidelines. The guidelines that were in place in 2019 provide that, within five years, starting in fiscal year 2007 or, if later, in the year in which a senior executive first becomes subject to the guidelines, certain senior executives are expected to acquire and establish holdings in our stock equal in value to a multiple of their cash base (base salary less mandatory deferrals, if applicable), depending upon their positions as follows:

COMPENSATION DISCUSSION AND ANALYSIS

All types of equity holdings, with the exception of stock options, are included in determining ownership. The Committee monitors compliance with these guidelines by receiving an annual progress report from senior management. During 2019, senior management reported to the Committee that all of NEOs subject to the guidelines met the guidelines as applied to each of them at that time. The Committee determined to continue to periodically monitor compliance with the guidelines.

HEDGING POLICY

We believe that engaging in short-term speculation in ViacomCBS securities or personally profiting from a decline in our stock price would be, or may appear to be, inconsistent with the interests of our stockholders and the long-term value of ViacomCBS. Therefore, all employees, including our named executive officers, are prohibited from (1) engaging in “short” sales of ViacomCBS securities that they beneficially own and from buying or selling beneficial ownership of any ViacomCBS-based derivative securities (such as “puts” and “calls”) that would result in receiving any gain or benefit if the price of the security declines, and (2) entering into any derivative transactions with respect to beneficial ownership of ViacomCBS securities (including unvested equity compensation), including any short sale, forward, equity swap, option or collar that is based on ViacomCBS’s stock price.

OTHER BENEFITS AND PROGRAMS

Retirement and Deferred Compensation Plans

We provide active, eligible employees with the opportunity to build financial resources for retirement through our broad-based tax-qualified defined benefit and/or defined contribution plans. In addition, eligible executives participate in our nonqualified defined benefit and/or deferred compensation plans. In some instances, participants in these qualified and nonqualified plans may also have frozen benefits in other qualified and nonqualified plans. Information regarding the retirement and deferred compensation plans applicable to our NEOs is set forth in the narrative after the Pension Benefits in 2019 table and the Nonqualified Deferred Compensation in 2019 table.

All Other Compensation

We provide other compensation to participating employees by making employer contributions in 401(k) and excess 401(k) plans and by providing company-paid life insurance. Compensation paid to the NEOs in relation to these programs is included in the “All Other Compensation” column of the Summary Compensation Table for Fiscal Year 2019.

In certain instances, we provide executives with additional benefits that we believe are reasonable and typical for executives in similar industries and help us to attract and retain these executives. Among these benefits are transportation-related benefits, which we believe provide security, travel flexibility and efficiencies that result in a more productive use of the executive’s time, given the demands of his or her position. For 2019, we also required that certain NEOs based on the East Coast provide extended services at our West Coast operations (and vice versa with respect to certain NEOs who are West Coast-based), for which we provided an expense allowance; executives were reimbursed for taxes on imputed income associated with certain expenses. Information regarding the benefits described in this paragraph is included in footnote 6 to the “All Other Compensation” column of the Summary Compensation Table for Fiscal Year 2019.

Post-Termination Arrangements

Each of the NEOs is entitled to post-termination payments and benefits upon the occurrence of a termination without “cause” or a resignation for “good reason” and upon death or disability, as set forth in their respective employment agreements, and, if applicable, the relevant retention plan.

The terms of these payments and benefits, and the estimated potential payments that would be made to each NEO if his or her employment terminated as of the 2019 fiscal year end for the applicable reasons noted above are described under “Potential Payments upon Termination and Certain Other Events.” In assessing post-termination payments and benefits in connection with senior executive employment arrangements, the Committee considers competitive practice with respect to comparable executives at peer companies as well as prevailing practice and trends with respect to other public companies that are relevant in terms of size and complexity. The objective of these payments and benefits is to recruit and retain talent in a competitive market and, as applicable, compensate executives for restrictive covenants and other obligations following a termination without “cause” or a resignation for “good reason,” and, in the event of certain corporate transaction such as the Merger, provide enhanced payments to secure talent during uncertain and challenging times typically associated with a merger and related integration matters.

COMPENSATION DISCUSSION AND ANALYSIS

As described earlier in this CD&A, Messrs. Ianniello and Tu are no longer employed by us. See “Potential Payments Upon Termination and Certain Other Events” for more information concerning the separation payments and benefits paid or payable to Messrs. Ianniello and Tu.

Employment Contracts

All of the 2019 FYE NEOs have employment contracts with us, as the Committee has considered it to be in our best interests, and as the best means, to secure the employment of each of these executives. The terms and provisions of these contracts are more fully described in “Executive Compensation – Employment Agreements for 2019,” the narrative section after the Summary Compensation Table for Fiscal Year 2019 and in “Changes in NEOs’ Compensation Arrangements in 2019.” Generally, the Committee approves all employment arrangements with senior executives; however, as discussed above, certain employment arrangements with legacy Viacom NEOs were not approved by our Committee, but were approved by the Viacom compensation committee and assumed by us as part of the terms of the Merger.

TAX CONSIDERATIONS

As it previously existed, Section 162(m) generally limited to $1 million the federal tax deductibility of some forms of compensation paid in one year to the chief executive officer and the three other most highly compensated executive officers employed by us at the end of the year (other than our chief financial officer) and provided that performance-based compensation may qualify for an exception to the limit on deductibility, if among other requirements, the plan under which such compensation is paid met certain requirements, including stockholder approval. Each of the Senior Executive STIP and our long-term incentive plan were designed to permit awards that would comply with this Section 162(m) exception for performance-based compensation, and our stockholders previously approved both of these plans.

Legislation signed into law in December 2017, the Tax Cuts and Jobs Act, expanded the number of individuals covered by Section 162(m) and eliminated the exception for performance-based compensation for taxable years beginning after December 31, 2017, except for otherwise qualified compensation payable pursuant to a written binding contract in effect on November 2, 2017 that is not subsequently materially modified (so-called “grandfathered arrangements”). Prior to the Merger, in order to provide appropriate compensation, the Committee historically approved compensation exceeding the $1 million limitation under Section 162(m), including with respect to a portion of base salary and long-term incentives.

Because all of the 2019 FYE NEOs entered into new employment agreements in connection with the Merger, following the Merger, the Committee no longer considers Section 162(m) when structuring pay packages for our executives, and no assurance can be given that compensation for 2019 or future years will be deductible under applicable transition relief rules. The Committee intends to continue to implement compensation programs that it believes are competitive and in the best interests of ViacomCBS and our shareholders, even if not fully deductible.