CBS announces new independent board members to strengthen company leadership at a turbulent time

CBS Corp. announced a sweeping changing of the guard late Sunday, installing an acting chief executive and six new board members with impressive credentials who will help oversee the media company as it transitions to a new era of leadership.

The move came simultaneously with the departure of CBS’ longtime leader, Leslie Moonves, who resigned, effective immediately, as chief executive. He served as CEO since 2006 and chairman of the board since early 2016. The chairman role will be left open as board members search for a chief executive, CBS said in a statement.

Joseph Ianniello, who until Sunday served as CBS’ chief operating officer, becomes president and acting chief executive while the search for a new leader proceeds. In his new role, Ianniello will oversee all operations of the company, including its various business units — the CBS broadcast network, the CBS television production studio, a chain of television stations, premium cable channel Showtime, CBS Films as well as the company’s interest in the CW television network.

“I am honored to have this responsibility, and I’m excited to take on a greater role,” Ianniello wrote in an email to CBS staff on Monday morning. “I have been with this company for 21 years, and I look forward to providing continuity and stability, while at the same time fostering our culture of innovation.”

CBS shares were down about 3% to around $54 a share in Monday morning trading. The company’s stock is down about 8% this year amid the corporate turmoil.

The board makeover doubles the number of female directors serving to six. There will be 13 board members, with 11 designated as independent. Previously, there were 14 board members.

Many of the longest-serving directors, including Moonves, television producer Leonard Goldberg, film producer Arnold Kopelson, music executive Doug Morris, former banking executive Charles Gifford, former government official Joseph Califano and attorney David Andelman, retired from the board.

The six new board members are:

• Candace Beinecke. One of the first women to chair a major New York law firm, Beinecke now is a senior partner at the Hughes Hubbard & Reed law firm. Her specialty is corporate governance and mergers.
• Barbara Byrne. Former vice chair of Barclays investment bank, Bryne has more than 37 years of experience in the financial sector. Before Barclays, she worked at Lehman Bros., where she was the first woman to serve as vice chairman.
• Brian Goldner. As chairman and CEO of Hasbro, Goldner has been trying to turn the toy company into an entertainment brand. Before stepping into the CEO role, Goldner was the company’s chief operating officer.
• Susan Schuman. The longtime consultant serves as CEO of SYPartners, which works with corporations undergoing change. Schulman has advised executives at such organizations as AARP, Coach, Kohl’s, IBM, EBay, Facebook, General Electric, Target, Viacom and Starbucks.
• Strauss Zelnick. The founder of Zelnick Media Capital also serves as CEO of Take-Two Interactive Software, the company behind video games such as “Grand Theft Auto” and “NBA2K.” Zelnick is the former chief of BMG Entertainment as well as a former executive at the 20th Century Fox film studio and Columbia Pictures.
• Richard Parsons. The former chairman and CEO of Time Warner Inc. helped that media company recover from its disastrous union with internet pioneer AOL. He is co-founder and partner of Imagination Capital, a venture capital firm launched in November. He also has served as a senior advisor for private equity firm Providence Equity Partners since 2009. He also was interim CEO of the Los Angeles Clippers basketball team for a few months in 2014.

Parsons played an important role in identifying the new slate of directors over the last few weeks, with input from National Amusements’ Shari Redstone, according to a person familiar with the matter. The goal was to strengthen CBS’ board with independent directors with broad expertise.

Redstone keeps her seat on the board, along with Robert Klieger, a lawyer who is the designate of her family’s investment firm, National Amusements. Klieger, a Los Angeles attorney, represented Sumner Redstone in a courtroom battle over the 95-year-old mogul’s mental competency. Klieger continues to represent the elder Redstone.

The 11 other board members will be independent of National Amusements. Several of the existing independent board members remain, including Martha Minow, William Cohen, Gary Countryman, Linda Griego and the lead independent director, Bruce Gordon, who was instrumental in working out a settlement with Moonves and a proposed resolution of a lawsuit against National Amusements.

As part of CBS’ proposed settlement with National Amusements, the family firm has agreed that it will not propose a merger between CBS and Viacom, the other company the family controls, for at least two years.

National Amusements also confirmed that CBS board members could entertain a sale of the venerable broadcaster to another company — should the new board favor such a transaction — even if it means the Redstone family would relinquish control.

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UPDATES:

7:30 a.m.: This article was updated with a comment from Acting CEO Joseph Ianniello.

This article was originally published at 3 a.m.