Tuesday, March 21, 2017

CBS CEO, COO To Join Entercom Board

Entercom has proposed that CBS CEO Les Moonves and COO Joseph Ianniello would become members of thew board of directors when the Entercom-CBS Radio merge closes.

According to RadioInk, Monday afternoon CBS and Entercom filed the needed applications with the FCC to move forward with the merger that was announced back in February.

Entercom is asking the FCC for a six-month temporary waiver for Moonves and Ianniello because of the FCC’s rules restricting radio-television cross-ownership which will affect four markets where Entercom will own radio stations and CBS owns Television stations. Moonves and Ianniello will agree to resign from the board of directors of Entercom six months after closing, the day prior to the first annual meeting of Entercom.

While Entercom will only be required to divest fourteen stations to get under the current FCC market caps, it is seeking permission to assign the licenses of 43 different stations into the trust. This will give Entercom flexibility to choose which stations it will seek to keep and which ones it will spin-off. Among the stations being filed for placement into the divestiture trust are all of CBS Radio and Entercom’s stations in the Boston, Sacramento, San Francisco, and Seattle markets.

Entercom will be required to spin-off 2 FMs in Boston, 1 FM in Los Angeles, 3 FMs in Sacramento, 1 FM in San Diego, 4 FMs in San Francisco, 2 FMs in Seattle, and 1 FM in Wilkes-Barre PA where it will lose its grandfathered status, reports RadioInsight.

If any stations are not divested by closing CBS and Entercom will transfer the stations to a divestiture trustee, who will be charged with operating and divesting the stations following the closing of the Merger.

David Fields
Meanwhile InsideRadio reports Entercom CEO  David Fields' annual base salary was $974,853 in 2016 with an annual cash performance-based bonus target of 150% of his annual base salary. Field was given a $1 million signing bonus last year along with 225,000 restricted stock awards, which vest over a period of four years. He also received 450,000 additional restricted stock awards, which would vest around May 2019 if certain performance targets were met. And in recognition of his work in 2016, Entercom awarded Field a $1.5 million bonus. All told, the CEO’s total compensation package totaled $9.36 million in 2016, more than double that of the previous year.

Filings show that executive VP and chief financial officer Steve Fisher’s 2016 compensation totaled $1.19 million—$641,658 in salary and a $515,000 bonus paid on Jan. 20 2017. Fisher had planned on stepping down in Feb. 2017 when his contract expired. But after the merger with CBS was announced, he agreed to stay on as CFO through April 30, 2017 and then provide transitional services until Jan. 31, 2018. Fisher’s deal includes a $650,000 bonus in 2018 for services performed during 2017 in place of his annual incentive bonus and his annual equity compensation grant.

COO Weezie Kramer received a total package of $1.57 million. That included a base salary of $561,000, an annual cash performance-based bonus target of $350,000 and a cash bonus of $175,000 paid on Jan. 20 2017. Kramer received a total $136,091 in quarterly bonuses per her employment agreement.

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