Viacom Inc. today (Nov. 22, 2005) announced the election of seven independent directors to the boards of the two new publicly traded companies that will be created following the separation of Viacom. Four directors join the board of CBS Corp. and three directors join the board of new Viacom, upon completion of the separation, is expected to occur by the end of 2005.
Charles K. Gifford, Bruce S. Gordon, Ann N. Reese and Judith A. Sprieser have been elected directors of CBS Corp. They join CBS board members David R. Andelman, Joseph A. Califano Jr., William S. Cohen, Philippe P. Dauman, Leslie Moonves and Robert D. Walter, as well as Sumner M. Redstone and Shari Redstone, who will serve as chairman and non-exec vice chair, respectively.
Thomas E. Dooley, Ellen V. Futter and Robert K. Kraft have been elected directors of new Viacom. They join new Viacom board members George S. Abrams, Philippe P. Dauman, Tom Freston, Alan C. Greenberg, Charles E. Phillips Jr., Frederic V. Salerno and William Schwartz, as well as Sumner Redstone and Shari Redstone, who will serve as chairman and non-exec vice chair, respectively.
The Audit, Compensation and Nominating and Governance Committees for the Boards of both companies will be comprised of the following independent directors:
CBS Corp.* Audit Committee: Charles K. Gifford (chair), Joseph A. Califano Jr., Ann N. Reese
* Compensation Committee: Judith A. Sprieser (chair), Bruce S. Gordon, Robert D. Walter
* Nominating and Governance Committee: Joseph A. Califano Jr. (chair), Charles K. Gifford, Judith A. Sprieser
New Viacom* Audit Committee: Frederic V. Salerno (chair), Thomas E. Dooley, Charles E. Phillips, Jr.* Compensation Committee: Robert K. Kraft (chair), Frederic V. Salerno, William Schwartz* Nominating and Governance Committee: William Schwartz (chair), Robert K. Kraft, Frederic V. Salerno
"We are extremely pleased and honored that these outstanding and accomplished individuals have agreed to join the CBS Corp. and new Viacom Boards, Sumner Redstone Each brings a strong record of accomplishment and discipline that will complement the capabilities of our current board members. CBS Corp. and new Viacom will each have strong independent boards that can work closely with Shari and me, and with Leslie Moonves and Tom Freston and their respective management teams, to set the right strategic courses for both companies."
CBS Corp.
Charles K. Gifford, 63, is chairman emeritus of Bank of America Corp., one of the world's largest financial institutions, and he continues to serve on the corporation's board of directors. Gifford was chairman/ceo of BankBoston prior to its 1999 merger with Fleet Financial Group, and was named president/coo of the combined companies. Gifford became ceo of FleetBoston Financial in 2001 and chairman in 2002, and helped steer the bank's 2003 merger with Bank of America. He is also a director of NSTAR.
Bruce S. Gordon, 59, was named president/ceo of the National Association for the Advancement of Colored People (NAACP) in June 2005. He began his career in 1968 at Bell of Pennsylvania and helped the company navigate through a string of mergers that led it to become Verizon Communications Inc. Gordon served in a number of operating and marketing roles, until he retired in December 2003 as president, Retail Markets. He is on the boards of Southern Co. and Tyco International Ltd.
Ann N. Reese, 52, is the co-founder/exec director of the Center for Adoption Policy, a New York-based non-profit organization focused on current legislation and practices governing adoption around the world. She previously spent more than 25 years in a career in finance, including serving as a principal of Clayton, Dubilier & Rice from 1999 to 2000, and evp/cfo of ITT Corp. from 1995 to 1998. Reese serves on the boards of Jones Apparel Group Inc., Merrill Lynch & Co. Inc., Sears Holdings Corp. and Xerox Corp.
Judith A. Sprieser, 51, served until March 2005 as ceo of Transora Inc., a technology software and services company, which she helped found in 2000. Previously, Sprieser was an executive with Sara Lee Corp. from 1987 to 2000, serving as ceo of Sara Lee's Food Group from 1999 to 2000, cfo of Sara Lee Corp. from 1995 to 1999, and other operating and financial positions prior to that. She is also a director of The Allstate Corp., InterContinentalExchange Inc., Kohl's Corp., Reckitt Benckiser Plc. and USG Corp.
New Viacom
Thomas E. Dooley, 49, is co-chairman/ceo of DND Capital Partners, a private equity firm specializing in the media and communications industries. Prior to co-founding DND Capital Partners in June 2000, Dooley held various corporate and divisional positions at Viacom Inc., which he joined in 1980, including deputy chairman, member of Viacom's Executive Committee, and evp, Finance, Corporate Development and Communications. He is a director of LaBranche & Co. Inc.
Ellen V. Futter, 56, is president of the American Museum of Natural History, a position she has held since November 1993. Previously, she served for 13 years as the president of Barnard College, where, at the time of her inauguration, she was the youngest person to assume the presidency of a major American college. She serves on the boards of American International Group, Inc., Consolidated Edison Inc. and JPMorgan Chase & Co.
Robert K. Kraft, 64, is chairman/ceo of The Kraft Group, which includes the New England Patriots, New England Revolution, Gillette Stadium, Rand-Whitney Group and International Forest Products Corp. Kraft has been the owner of the New England Patriots for the past 10 seasons, and has served as chairman of the NFL's Finance Committee since 1998. He is a director of the Dana-Farber Cancer Institute, the Federal Reserve Bank of Boston and The New England Patriots Charitable Foundation.
Viacom (www.viacom.com) is a leading global media company, with preeminent positions in broadcast and cable television, radio, outdoor advertising and online. With programming that appeals to audiences in every demographic category across virtually all media, the company is a leader in the creation, promotion and distribution of entertainment, news, sports, music and comedy. Viacom's well- known brands include CBS, MTV, Nickelodeon, Nick at Nite, VH1, BET, Paramount Pictures, Infinity Broadcasting, Viacom Outdoor, UPN, TV Land, Comedy Central, CMT: Country Music Television, King World, Spike TV, Showtime, Paramount Parks and Simon & Schuster.
Earlier this year, Viacom announced it would be separating its businesses into two publicly traded companies, and expects the transaction will likely be completed by the end of 2005. CBS Corp. will consist of the CBS Television Network, UPN, Infinity Broadcasting, Viacom Outdoor, Viacom Television Stations Group, Paramount Television, King World, Simon & Schuster, Showtime and Paramount Parks. The new Viacom will include MTV Networks (MTV, VH1, Nickelodeon, Nick at Nite, Comedy Central, CMT: Country Music Television, Spike TV, TV Land and many other networks around the world), BET, Paramount Pictures, Paramount Home Entertainment and Famous Music.
