10-K/A: Paramount Global Amends 10-K to Detail Director, Executive Compensation and Governance

Paramount Global files an amendment to its 2024 annual report, providing detailed information on directors, executive compensation, corporate governance, and related matters.

Summary

• Paramount Global has filed an amendment to its Annual Report on Form 10-K for the year ended December 31, 2024.
• The amendment focuses on Part III, Items 10, 11, 12, 13, and 14, providing detailed information on directors, executive compensation, security ownership, related transactions, and principal accountant fees.
• The company's Board of Directors currently consists of five members: Barbara M. Byrne, Linda M. Griego, Judith A. McHale, Shari E. Redstone, and Susan Schuman.
• The Compensation Committee is made up entirely of independent directors and is currently composed of Barbara M. Byrne, Linda M. Griego, Judith A. McHale (Chair) and Susan Schuman.
• In 2024, the Committee continued to strengthen the pay-for-performance linkage.
• The company's executive compensation programs are designed to motivate and reward business success and increases in shareholder value.
• The company uses a mix of cash and equity incentives to reward executives for short-term and long-term performance.
• The company has established stock ownership guidelines for NEOs and other senior executives.
• The company has anti-hedging and anti-pledging policies in place.
• The company has a clawback policy that covers current and former executive officers.
• The company maintains retirement and deferred compensation plans for eligible employees.
• The company provides other compensation to participating employees by making employer contributions in 401(k) and excess 401(k) plans and by providing company-paid life insurance.
• 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 CIC Plan.
• The company's principal executive officer's annual total compensation was $19,495,713, and the median employee's annual total compensation was $129,102, resulting in a pay ratio of 151 to 1.
• As of February 15, 2025, there were 40,702,683 shares of Class A Common Stock outstanding and 630,007,633 shares of Class B Common Stock outstanding.
• National Amusements owns 31,500,087 shares of Class A Common Stock (77.4%) and 32,012,190 shares of Class B Common Stock (5.1%).
• The Board has determined that four of its five directors are independent: Mses. Byrne, Griego, McHale and Schuman.
• PricewaterhouseCoopers LLP (PwC) provided audit services for fees of $20,608,951 in 2024.
• All audit and non-audit services provided by PwC for 2024 were pre-approved by the Audit Committee.

Sentiment

Score: 7

Explanation: The document is factual and informative, providing detailed information on executive compensation and governance. The sentiment is neutral to slightly positive, reflecting a well-structured and transparent approach to these matters.

Positives

• The company has a majority of independent directors on its Board and entirely independent Board committees.
• The company's executive compensation programs are designed to align with shareholder value and reward performance.
• The company has stock ownership guidelines, anti-hedging, anti-pledging, and clawback policies in place.
• The company maintains retirement and deferred compensation plans for eligible employees.
• All audit and non-audit services provided by PwC for 2024 were pre-approved by the Audit Committee.

Future Outlook

The document contains forward-looking statements related to future results and performance, which are subject to risks, uncertainties, and other factors.

Management Comments

• The Committee recognizes the importance of having long-term performance incentives as a meaningful portion of our NEOs total long-term incentive compensation.
• 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 our business and operational strategy.

Industry Context

The document provides insights into Paramount Global's executive compensation practices, which are designed to be competitive within the media industry and align with shareholder interests.

Comparison to Industry Standards

• The Committee reviews the peer group to be used for considering NEO and other senior executive compensation packages with ClearBridge annually.
• The Committee seeks to include companies with which we compete for executive and creative talent and with a business of similar scope and/or complexity.
• The Committee also seeks to ensure that the number of companies in the peer group is sufficient to provide a degree of continuity year-over-year to avoid statistical distortion.
• Following the Committees annual review of the compensation peer group in 2024, the Committee determined to replace DISH Network Corp. with EchoStar Corporation, due to EchoStar Corporations acquisition of DISH Network Corp. at the end of 2023 and the similarities in size and business of the combined company to our other peers.
• The companies comprising the 2024 PSU Comparator Group are set forth below.
• The Committee concluded that utilizing data from this peer group would allow it to appropriately evaluate our NEO compensation to attract, retain and compensate talented executives, while preserving sufficient year-over-year continuity of our peer group.
• The Committee used the publicly reported NEO compensation data from companies in this group as reference points in assessing the compensation levels for our NEOs.
• Consistent with its past practice and overall compensation philosophy, the Committee does not target a benchmark level of compensation and intends to continue to refrain from doing so.
• The Committee will also maintain its practice of considering the scope of each NEOs responsibility and his or her length of time in the role, in addition to other factors.

Management Changes

Corporate Governance

Related Party Transactions

• National Amusements licenses films in the ordinary course of business for its motion picture theaters from all major studios, including Paramount Pictures.
• Payments made to us in connection with these licenses for fiscal year 2024 amounted to approximately $7,213.544 and are continuing in fiscal year 2025 as a result of this ongoing relationship.
• National Amusements also licenses films from a number of unaffiliated companies, and Paramount Pictures expects to continue to license films to National Amusements on similar terms in the future.
• In addition, National Amusements and Paramount Pictures have had co-op advertising arrangements and occasionally engage in other ordinary course transactions ( e.g., movie ticket purchases and various promotional activities) from time to time; Paramount Pictures paid National Amusements approximately $424,967 in connection with these arrangements in fiscal year 2024.
• In November 1995, we entered into an agreement with GAMCO pursuant to which GAMCO manages certain assets for qualified U.S. pension plans sponsored by us.
• For 2024, we paid GAMCO approximately $216,500 for such investment management services.

Stakeholder Impact

• The document provides transparency to shareholders regarding executive compensation and corporate governance practices.
• The document outlines the company's commitment to aligning executive compensation with shareholder value.
• The document details the company's policies and procedures for related party transactions, ensuring fairness and transparency.

Key Dates

Keywords

executive compensation, corporate governance, directors, security ownership, related transactions, audit fees, Paramount Global, NEOs, stock options, equity awards