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  ☐

Check the appropriate box:

CBS Corporation

(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 2019 Annual Meeting of Stockholders (the “Annual Meeting”) of CBS Corporation (“we,” “us,” “our” or the “Company”), which will be held at The Museum of Modern Art, The Ronald S. and Jo Carole Lauder entrance, 11 West 53rd Street (between Fifth and Sixth Avenues), New York, New York 10019, at 10:30 a.m., Eastern Daylight Time, on Wednesday, May 29, 2019. Holders of CBS Corporation Class A Common Stock are being asked to vote on the matters listed in the attached Notice of 2019 Annual Meeting of Stockholders.

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 2019 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 April 1, 2019, beneficially owned shares of the Company’s Class A Common Stock representing approximately 78.6% of the voting power of CBS Corporation’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 and 2 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 (April 1, 2019) and request an admission ticket in advance. Each such holder eligible to attend the Annual Meeting may bring one guest. 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 (April 1, 2019), to Director, Shareholder Relations, CBS Corporation, 51 West 52nd Street, New York, New York 10019.

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/cbs 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 CBS Corporation and look forward to seeing you at the Annual Meeting.

Sincerely,

Joseph R. Ianniello

President and Acting Chief Executive Officer, CBS Corporation

Notice of 2019 Annual Meeting of Stockholders

To CBS Corporation Stockholders:

The 2019 Annual Meeting of Stockholders (the “Annual Meeting”) of CBS Corporation (“we,” “us,” “our” or the “Company”) will be held at the date, time and place noted below. The close of business on April 1, 2019 has been fixed as the record date for determining the holders of shares of CBS Corporation Class A Common Stock entitled to notice of and to vote at the Annual Meeting and any adjournment or postponement thereof.

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 51 West 52nd Street, New York, New York 10019.

By order of the Board of Directors,

Jonathan H. Anschell

Secretary

April 12, 2019

Table Of Contents

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.

2019 ANNUAL MEETING OF STOCKHOLDERS

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 28, 2019. Votes submitted by mail must be received prior to the Annual Meeting. Please see the “Voting and Solicitation of Proxies” section for detailed voting instructions.

VOTING MATTERS AND BOARD RECOMMENDATIONS

PROXY STATEMENT HIGHLIGHTS

BOARD AND GOVERNANCE HIGHLIGHTS

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

Board of Directors: Nominees for Election

PROXY STATEMENT HIGHLIGHTS

Director Nominee Composition

2018 PERFORMANCE HIGHLIGHTS

We continued to execute on our long-term strategic objectives during 2018, which better positioned us for success. We continued to focus on growing revenues from non-advertising sources through arrangements with new and existing distribution partners, expanding our global reach and presence and capitalizing on the growing demand for our top-tier content. Our full-year results included the following highlights:

A reconciliation of fiscal 2017 and 2018 non-GAAP financial measures to GAAP financial measures is located in Annex A at the end of this proxy statement.

PROXY STATEMENT HIGHLIGHTS

 

Other key accomplishments for fiscal 2018 included:

 

Achieving record-setting adjusted diluted earnings per share and revenues, bolstered by 2018 being our best year ever for political spending, eclipsing the 2016 presidential election year and surpassing the 2014 mid-term cycle by more than 50%;

 

Increasing retransmission and station affiliation revenues by 18% over the prior year, and building for future success by finalizing several key multi-year retransmission compensation and station affiliation arrangements;

 

Continuing to grow the number of subscribers and revenues from our direct-to-consumer digital streaming subscription services, CBS All Access® and Showtime OTT™;

 

Launching three new direct-to-consumer digital streaming services – CBS Sports HQ®, ET Live™ and CBSN® New York;

 

Enhancing our global content footprint and brand awareness by completing new or renewed licensing agreements around the world, including in Europe (with Sky U.K. and RTL Belgium), in the Middle East and Africa (with Digiturk and Fox Networks Group Africa), in Canada (with Corus) and in South America (with Globoplay), and by expanding our CBS All

Access direct-to-consumer digital streaming subscription service to new markets in Australia and Canada;

 

Significantly increasing revenues derived from the inclusion of our content in “skinny bundles” and positioning for future success by executing multiple agreements, including with Hulu and Sony’s PlayStation Vue;

 

Preserving our reputation for top-tier content across our businesses — e.g., the CBS Television Network finished as the #1 most-watched network for the 15th time in 16 seasons (including for the 10th consecutive season), and remains on pace to finish the 2018/19 season as the most-watched network;

 

Successfully pursuing opportunities to divest or exit non-core properties and businesses, including CBS Television City®; and

 

Reassessing our organizational culture and core values, and committing resources to build a workplace culture of dignity, transparency, respect, diversity and inclusion.

 

RECENT LEADERSHIP DEVELOPMENTS

During fiscal 2018, we announced a number of changes to our leadership.

Six new independent directors were elected to our Board of Directors, one of whom, Strauss Zelnick, was elected as the Non-Executive Interim Chairman of the Board pursuant to the Board’s decision at that time to split the Chairman and CEO roles. The Board’s standing committees were also re-constituted during 2018, and the Board elected new independent Chairs for the Compensation Committee and the Nominating and Governance Committee.

Additionally, effective September 9, 2018, Joseph R. Ianniello became our President and Acting Chief Executive Officer after serving as our Chief Operating Officer since June 4, 2013, following the resignation of our former Chairman, President and Chief Executive Officer. Christina Spade, who previously served as Showtime’s Chief Financial Officer, assumed the role of Executive Vice President, Chief Financial Officer on October 18, 2018 following Mr. Ianniello’s appointment as President and Acting Chief Executive Officer.

We also appointed, during the fourth quarter of 2018, a Chief People Officer, a newly created position, a new Chief Administrative Officer, and a new Chief Communications Officer, following the departures of our former Senior Executive Vice President, Chief Administrative Officer and Chief Human Resources Officer, and former Senior Executive Vice President and Chief Communications Officer, both effective November 1, 2018.

Continuing into 2019, effective March 1, 2019, Laura Franco, a 20-year veteran of the Company, became our Executive Vice President, General Counsel. Effective on the same date, Lawrence P. Tu stepped down from his position as Senior Executive Vice President and Chief Legal Officer. Also effective March 1, 2019, we appointed a Chief Business Ethics and Compliance Officer.

PROXY STATEMENT HIGHLIGHTS

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:

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. Accordingly, a high percentage of our senior executives’ (including our named executive officers’) total target compensation is “at risk” – meaning that they will not 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 named executive officers 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. Annual cash incentive awards and long-term equity incentive awards are subject to company performance and/or stock price performance.

As illustrated below, approximately 90% of the 2018 total target compensation of our President and Acting Chief Executive Officer, Joseph R. Ianniello, was pay at risk and thus strongly linked to our results.

CBS Corporation

2019 Proxy Statement

Voting and Solicitation of Proxies

SOLICITATION OF PROXIES

A proxy is being solicited by the Board of Directors of CBS Corporation, a Delaware corporation (“we,” “us,” “our,” “CBS Corporation” or the “Company”), for use at the 2019 Annual Meeting of Stockholders (the “Annual Meeting”) to be held on Wednesday, May 29, 2019, at 10:30 a.m., Eastern Daylight Time. The close of business on April 1, 2019 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 April 1, 2019, we had outstanding 22,866,113 shares of our Class A Common Stock, each of such shares being entitled to one vote, and 351,786,811 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 Securities and Exchange Commission (“SEC”) rules, instead of mailing to stockholders a printed copy of our proxy statement, annual report and other materials relating to the Annual Meeting (“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 12, 2019. 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 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 the persons named in the proxy card and on our voting website at www.proxyvote.com (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. The proxy holders are officers of CBS Corporation. 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, the shares represented by the proxy will be voted 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 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 the holder of record.

Shares Held in our 401(k) Plan. Voting instructions relating to shares of the Company’s Class A Common Stock held in the Company’s 401(k) plan must be received no later than 11:59 p.m., Eastern Daylight Time, on May 23, 2019, so that the trustee of the plan (who votes the shares on behalf of plan participants) has adequate time to tabulate the voting instructions. Shares held in the 401(k) plan that are not voted or for which the trustee does not receive timely voting instructions will be voted by the trustee 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) plan) 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 that entity 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 to Jonathan H. Anschell, Secretary, CBS Corporation, 51 West 52nd Street, New York, NY 10019, 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 28, 2019. A holder may also revoke a proxy by voting in person at the Annual Meeting.

Shares Held in our 401(k) Plan. Voting instructions relating to shares of the Company’s Class A Common Stock held in our 401(k) plan may be revoked prior to 11:59 p.m., Eastern Daylight Time, on May 23, 2019, by sending written notice to Jonathan H. Anschell, Secretary, CBS Corporation, 51 West 52nd Street, New York, NY 10019, or by timely submission (including telephonic or Internet submission) 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 11 nominated directors and to approve Item 2 set forth above. An abstention with respect to any matter will have the effect of a vote against such matter.

Under the rules of the New York Stock Exchange (“NYSE”), 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 rules of the NYSE, brokers or nominees may vote on the matter listed as Item 2 above, but not on the matter listed as Item 1 above, if they do not receive instructions from the beneficial holder of the shares held in street name. A broker non-vote will have no effect on the voting results for Item 1 above.

VOTING AND SOLICITATION OF PROXIES

As of April 1, 2019, National Amusements, Inc. (“National Amusements”) beneficially owned, directly and indirectly through a wholly owned subsidiary, approximately 78.6% of the Company’s outstanding Class A Common Stock and approximately 10.4% 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. 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 both of Items 1 and 2 above. Such action by National Amusements will be sufficient to constitute a quorum and to approve both of Items 1 and 2 above.

COST OF PROXY SOLICITATION AND INSPECTOR OF ELECTION

CBS Corporation will pay the cost of the solicitation of proxies, including the preparation, printing and mailing of the Notice of Internet Availability and, as applicable, this proxy statement and the related materials. We will furnish copies of the Notice of Internet Availability and, if requested, this proxy statement and related 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 51 West 52nd Street, New York, NY 10019.

Corporate Governance

Our corporate governance practices are established and monitored by our Board of Directors (the “Board”). The Board, with assistance from its Nominating and Governance Committee, regularly assesses our governance practices in light of legal requirements and governance best practices. In several areas, our practices go beyond the requirements of the NYSE corporate governance listing standards (the “NYSE 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, none of which is required for controlled companies under the NYSE listing standards.

Our principal governance documents are as follows:

These documents are available on our public website at www.cbscorporation.com, and copies of these documents may also be requested by writing to Investor Relations, CBS Corporation, 51 West 52nd Street, New York, NY 10019. 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 assessed at least every other year, or more frequently as the applicable Committee may determine, and are updated as needed. More information on the Committees, their respective roles and responsibilities, and their charters can be found under “CBS Corporation’s 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.cbscorporation.com and on our intranet sites and also has been distributed to our employees and directors. As part of our compliance and ethics program, directors and full-time employees are required to certify as to their compliance with the BCS and, on an ongoing basis, must disclose any potential conflicts of interest. We have also implemented an online BCS training program. 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.cbscorporation.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 Acting Chief Executive Officer, Chief Financial Officer and Chief Accounting Officer. The Supplemental Code of Ethics, which is available on our website at www.cbscorporation.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.cbscorporation.com or by Form 8-K filed with the SEC.

Commitment to Our People and to Our Community

CBS is committed to the issues and causes that are important to our community and that our employees care about. From using the power of the CBS Television Network to drive awareness through our CBS Cares^® public service announcements (“PSAs”), to supporting our employee resource groups and business divisions in their volunteer and philanthropic efforts, to working with our divisions to conserve energy, CBS takes seriously its role as a socially responsible corporate citizen.

Our CBS employees are at the heart of this effort. We want to attract and retain the best and brightest and are committed to promoting a strong workplace culture where people at all levels of our Company feel valued, respected and empowered. Our common goal is to come together to make a positive impact in our workplace and in our community, and we continue to use the immense power of our media platforms, particularly the CBS Television Network, to heighten social awareness on important issues through our CBS Cares PSA campaigns.

In 2018, the CBS Television Network scheduled CBS Cares PSAs with an estimated value of $237 million. They featured a wide array of CBS talent on a variety of important topics, including heritage and history months, child advocacy, support for the military, veterans and their families, and awareness of health issues. A few examples include:

In addition, as part of the Company’s separation agreement with its former chief executive officer, in December 2018, CBS announced grants totaling $20 million to 18 organizations that support the #MeToo movement and equality for women in the workplace. The organizations, which include Catalyst, Girls for Gender Equity/me too. movement, National Women’s Law Center, and TIME’S UP Entertainment, represent different approaches to eliminating sexual harassment, including efforts to improve gender equity in the workplace and provide victims with services and support.

We view diversity and inclusion as integral components of our workplace culture initiatives as well as our overall business strategy. The CBS Diversity Council assists the Company in helping to build representation of diverse groups across our divisions. In addition, we have programs that aim to encourage diversity in our programming, both in front of and behind the camera, as well as in our supplier base. We also have a number of employee resource groups that offer support and professional development for underrepresented groups. These include RAD, our diversity employee resource group that was founded under the principles of Respect, Appreciation and Development to promote an environment of inclusion at CBS that is reflective of the community at large; the Women’s Networking Group, which seeks to strengthen connections and foster professional growth for women who work across our Company; the CBS Veterans Network, which offers much-needed support for veterans and their families who work at the Company, mentoring and career counseling for transitioning veterans through internships and our supplier diversity program, and guidance to CBS productions to help ensure that the military and veteran communities are accurately, authentically and respectfully portrayed; and ANGLE, which seeks to foster career development for gay, lesbian, bisexual, transgender and queer employees and support LGBTQ youth in our community. Our employee resource groups, along with many of our business divisions and television stations, all participate in volunteer and fundraising efforts for programs and nonprofits that are important to them. A few examples from 2018 include:

COMMITMENT TO OUR PEOPLE AND TO OUR COMMUNITY

In addition, in February 2018, CBS launched “EYE Speak,” a program designed to promote female empowerment and help forge a path of growth and opportunity for women at CBS and in the entertainment industry as a whole. The launch event in Los Angeles featured a panel of some of the strongest female voices in front of and behind the camera, including Maria Bello (“NCIS”), Sonequa Martin-Green (“Star Trek: Discovery”), Sara Ramirez (“Madam Secretary”) and Gina Rodriguez (“Jane the Virgin”). It was held in concert with the Association of National Advertisers (“ANA”) and its #SeeHer campaign.

In 2017-2018, as part of the Company’s ongoing partnership with ANA, CBS delivered on-air, online and behind-the-scenes opportunities in support of the ANA’s #SeeHer initiative to accurately portray girls and women in media. Our plan is to expand CBS’ commitment to #SeeHer even further in 2019.

Another important cause to our Company and our employees is reducing our carbon footprint. We are committed to implementing a strategy to lower energy consumption by monitoring energy use, collecting and measuring consumption data and managing corporate sustainability activities, among other actions. Our Executive Sustainability Council plays a key part in these efforts.

Our goal in 2019 is to continue to build on all of these socially responsible initiatives, with a particular focus on continuing our efforts to strengthen our workplace culture. We believe our people are our greatest asset. We are committed to unlocking the immense talents of our employees who are integral to our success today and to our growth for the future.

CBS Corporation’s Board of Directors

Our Board of Directors is currently comprised of 11 members: Candace K. Beinecke, Barbara M. Byrne, Gary L. Countryman, Brian Goldner, Linda M. Griego, Robert N. Klieger, Martha L. Minow, Shari Redstone, Susan Schuman, Frederick O. Terrell and Strauss Zelnick. All of the current members of the Board were elected at our 2018 Annual Meeting of Stockholders.

MEETINGS OF THE BOARD

During 2018, the Board held 15 meetings 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 2018 that were held during the period for which he or she served as a director. 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 2018 attended our 2018 Annual Meeting of Stockholders.

In accordance with the Guidelines and the NYSE listing standards, the non-management directors meet separately, without directors who are our employees, at least two times each year, and at such other times as they deem appropriate. The independent directors also meet separately, without those directors who are not independent as determined by the Board, at least two times each year, and at such other times as they deem appropriate. The non-executive Interim Chairman of the Board, since his election on October 21, 2018, has presided at meetings of the non-management directors and independent directors; prior to that time, the members of the Nominating and Governance Committee presided at meetings of the non-management directors and independent directors on a rotating basis. During 2018, the non-management directors and the independent directors each held executive sessions following each of 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 NYSE listing standards and in the Guidelines. The NYSE listing standards set forth five “bright-line” tests that require a finding that a director is not independent if the director fails any of the tests. In addition, the NYSE listing standards provide that a director is not independent unless the Board affirmatively determines that the director has no “material relationship” with the Company. 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 NYSE listing standards or described in the Guidelines will not 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.cbscorporation.com.

CBS CORPORATION’S BOARD OF DIRECTORS

In February of 2019, the Nominating and Governance Committee reviewed the independence of the Company’s current 11 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 9 of the 11 directors are independent. The independent directors are Mses. Beinecke, Byrne, Griego, Minow and Schuman and Messrs. Countryman, Goldner, Terrell and Zelnick.

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. In addition, the Board considered our employment of a director’s family member in a non-executive officer role, which the Board determined did not impair the director’s independence.

BOARD LEADERSHIP STRUCTURE

Our Board of Directors is currently comprised of the following:

Our Non-Executive Interim Chairman of the Board, Strauss Zelnick, presides at all meetings of the Board and at the meetings of the non-management directors and independent directors. Under the Guidelines, his responsibilities also include, together with the Chief Executive Officer, developing and approving agendas for Board meetings. Ms. Redstone serves as the non-executive Vice Chair of the Board, whose responsibilities include the duties set forth in the Company’s Bylaws. The Board believes that her role appropriately reflects both her breadth of experience in the entertainment industry and her ownership position in and role at National Amusements. The Board believes that this leadership structure, in which an independent director serves as Interim Chairman of the Board, is appropriate and in the best interests of the stockholders under current circumstances. 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.

Our Acting Chief Executive Officer is not a member of the Board. Pursuant to the terms of the Settlement Agreement, as described in the “Nominating and Governance Committee” section below, the individual who is selected by the Board to serve as our permanent Chief Executive Officer may also be elected as a director.

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:

CBS CORPORATION’S BOARD OF DIRECTORS

Each of these Committees reports regularly to the Board on these risk-related matters, among other items within its purview. On an annual basis, the Board conducts strategy sessions, which include presentations from economic, political and industry experts, among others, on matters affecting the Company, to assist the Board and management in preparing and implementing strategic initiatives, including risk management. 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 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 activities from the Senior Vice President, Internal Audit. The Audit Committee also receives periodic reports from our Chief Business Ethics and Compliance Officer on our compliance program; Chief Information Security Officer on our information security program and the management of cybersecurity risk; and Senior Vice President, Internal Audit 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, strategy sessions and real-time management access collectively provide the Board with integrated insight on the Company’s management of its risks.

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 2018, the Audit Committee held 5 meetings, the Compensation Committee held 5 meetings and the Nominating and Governance Committee held 11 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 and that all of the members on the Committee must be independent directors. Also, the Committee must have at least one “audit committee financial expert” (as described below), and all Committee members must be “financially literate.” The Committee holds at least five regular meetings each year, and it regularly meets separately at these meetings with the independent auditor, our General Counsel, our Senior Vice President, Internal Audit and other members of our senior management. The Committee is responsible for the following, among other things:

CBS CORPORATION’S BOARD OF DIRECTORS

For additional information on the Committee’s role and its oversight of the independent auditor during 2018, 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 literate,” as that term is interpreted by the Board in its business judgment. In addition, the Board has determined that each member of the Audit Committee, including Mr. Countryman, 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”).

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 that the Committee shall also satisfy the relevant requirements established pursuant to regulations promulgated under Section 162(m) of the Internal Revenue Code of 1986, as amended (the “Code”). 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 and certain other executive officers with respect to those senior executives who report directly to him or her. With respect to the Chief Executive Officer, the Committee reviews and approves goals and objectives relevant to his compensation and, together with the Nominating and Governance Committee, annually evaluates his performance in light of those goals and objectives. The results of this evaluation are then reported to the non-management directors. The Compensation Committee sets his compensation, 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 below. Director compensation is approved by the Board, based on recommendations from the Nominating and Governance Committee, as more fully described in the “Nominating and Governance Committee” section below.

The Compensation Committee has the power to delegate its authority and duties to subcommittees or individuals 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 the terms of outstanding equity grants in certain post-termination scenarios, as discussed in the “Compensation Discussion and Analysis” section below.

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 retains an independent compensation consulting firm, currently ClearBridge Consulting Group (“ClearBridge”), to advise the Committee in its review of senior executive compensation. During 2018, the Committee had engaged Exequity LLP, until

CBS CORPORATION’S BOARD OF DIRECTORS

the engagement of ClearBridge in November 2018. The Compensation Committee adopted a policy in 2008 providing that the independent compensation consulting firm will not be considered as a provider of services to the Company, other than for services provided to the Compensation Committee. Accordingly, other than these services provided to the Committee, ClearBridge does not perform any administrative or consulting services for the Company. 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 below. The Compensation Committee assessed the independence of Exequity and subsequently ClearBridge and determined that the work of both firms for the Committee did not raise any conflict of interest.

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 our 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 the “Director Compensation” section below. In connection with its 2019 review and recommendation, the Committee received advice from the independent compensation consulting firm retained by the Compensation Committee (ClearBridge Consulting Group) regarding market practice for director compensation.

In accordance with the Guidelines and its Charter, the Committee is guided by three principles in its review of Outside Director compensation and benefits: 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 and benefits 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.

The recommendations of the Committee with respect to director compensation are subject to approval by the Board.

2019 Director Nomination Process. In connection with the 2019 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 Settlement Agreement (described below) related to Board nominations and 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 below in “Item 1-Election of Directors” be nominated to stand for election at the 2019 Annual Meeting.

CBS CORPORATION’S BOARD OF DIRECTORS

Board Diversity. As part of its review, the Committee considers diversity, among other factors. The Committee considers diversity to be a broadly defined concept which 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, insurance, education, 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, attorneys, higher education 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.

Settlement Agreement. On September 9, 2018, the Company entered into a settlement and release agreement (the “Settlement Agreement”) with National Amusements, NAI Entertainment Holdings LLC (“NAI-EH” and together with National Amusements, the “NAI Entities”), the Sumner M. Redstone National Amusements Trust (the “SMR Trust”), Sumner Redstone, Shari Redstone, other members of the Redstone family and related parties, the other then-members of our Board of Directors, each of the trustees of the SMR Trust, and certain other parties. Pursuant to the Settlement Agreement, among other matters, the parties dismissed with prejudice all claims in the litigation that had been pending in the Delaware Chancery Court among the Company, the NAI Entities, the then-members of the Company’s Board of Directors and certain other parties. The Settlement Agreement prescribes arrangements relating to nominations of directors and the future composition of the Board of Directors and Committees of the Board. In the Settlement Agreement, the Company and National Amusements agreed that the directors comprising the Board immediately after the execution of, and in accordance with the terms of, the Settlement Agreement would continue to constitute the members of the Board at least until our 2020 annual meeting of stockholders and further agreed to take all actions necessary to recommend such persons for election to the Board and to cause such persons to be elected and/or appointed to the Board, except that the individual who is selected by the Board to serve as our chief executive officer may be elected as a director, and if any Board member’s service as a director ceases as a result of such director’s removal, death, retirement or resignation, such vacancy will be filled (i) if the director is either Ms. Redstone or Mr. Klieger, by an individual designated by the NAI Entities, (ii) if the director is the chief executive officer, with the new chief executive officer upon appointment by the Board, and (iii) for any other vacancy, with an “unaffiliated independent director” (as defined under the Settlement Agreement and noted below) approved by the Board upon the recommendation of the Nominating and Governance Committee. Each of the NAI Entities agreed in the Settlement Agreement that it would not take action that would result in (i) the Board being comprised of less than a majority of unaffiliated independent directors, (ii) the Compensation Committee or the Nominating and Governance Committee not being comprised of all unaffiliated independent directors, or (iii) the Company availing itself of the “controlled company” exception under the NYSE listing standards. The Settlement Agreement defines “unaffiliated independent director” as any member of the Board (i) who is not affiliated or associated with Mr. Redstone, Ms. Redstone, the NAI Entities, the SMR Trust and the other trustees of the SMR Trust, and (ii) who is independent under applicable stock exchange and SEC rules. The Settlement Agreement is filed with the SEC as Exhibit 10(a) to our Current Report on Form 8-K filed on September 10, 2018.

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 Jonathan H. Anschell, Secretary, CBS Corporation, 51 West 52nd Street, New York, NY 10019. 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 Settlement 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

CBS CORPORATION’S BOARD OF DIRECTORS

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. During 2018, our investor relations team, certain named executive officers and/or other members of management and operating executives met with 20 of our 30 largest investors, representing 65% of our outstanding shares of Class A and Class B Common Stock, and with stockholders representing 76% of our outstanding shares of Class A and Class B Common Stock.

COMMUNICATIONS WITH DIRECTORS

Stockholders and other parties interested in contacting our non-management directors may send an email to nonmanagementdirectors@cbs.com or write to Non-Management Directors, CBS Corporation, 51 West 52nd Street, 35th Floor, New York, NY 10019. The non-management directors’ contact information is also available on our website at www.cbscorporation.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.

COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION

None of the members of the Compensation Committee during fiscal year 2018 was, or has ever been, an officer or employee of the Company, and, during fiscal year 2018, 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 29, 2019, 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 29, 2019, there were 22,866,113 shares of the Company’s Class A Common Stock outstanding and 351,726,085 shares of the Company’s Class B Common Stock outstanding. Information set forth below for Mr. Moonves is as of September 9, 2018, the date of his separation from the Company. Information set forth below for Messrs. Ambrosio and Schwartz is as of November 1, 2018, the date on which each separated from the Company.

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

Section 16(a) Beneficial Ownership Reporting Compliance

Section 16(a) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), requires the Company’s executive officers and directors, and persons who own more than 10% of a registered class of the Company’s equity securities, to file reports of ownership and changes in ownership with the SEC and the NYSE and to furnish the Company with copies of all Section 16(a) forms they file. Based upon the Company’s compliance program, a review of the forms furnished to the Company and written representations, the Company believes that during 2018 its executive officers, directors and greater than 10% beneficial owners complied with all applicable Section 16(a) filing requirements, except that Mr. Jones and former officer Lawrence Liding each filed a late Form 4 to report the vesting of a tranche of a restricted stock unit award.

Related Person Transactions

REVIEW, APPROVAL OR RATIFICATION OF TRANSACTIONS WITH RELATED PERSONS

The Board of Directors adopted a written policy whereby the Nominating and Governance Committee reviews and approves, ratifies or takes other actions it deems appropriate with respect to a related person transaction that, under the rules of the SEC, is required to be disclosed in our proxy statement. In its review, the Committee considers the related person’s interest in the transaction; the material terms of the transaction, including the dollar amount involved; the importance of the transaction to the related person and the Company; whether the transaction would impair the judgment of the related person; 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, our legal staff is primarily responsible for determining whether a related person has a direct or indirect material interest in a transaction with us that is required to be disclosed. The determination will be made after a review of information obtained from the related person and information available from our records. The staff is responsible for establishing and maintaining policies and procedures to obtain relevant information to allow it to make the determination.

AGREEMENTS RELATED TO VIACOM INC.

National Amusements, our controlling stockholder, is also the controlling stockholder of Viacom Inc. (“Viacom”). Mr. Sumner M. Redstone, the controlling stockholder, chairman of the board of directors and chief executive officer of National Amusements, serves as Chairman Emeritus for both the Company and Viacom.

During 2018, we, as part of our normal course of business, entered into transactions with Viacom and its subsidiaries. We license our television content, lease production facilities and sell advertising spots to various subsidiaries of Viacom. Viacom also distributes certain of our television programs in the home entertainment market. Our total revenues from these transactions were $88 million for the year ended December 31, 2018. In addition, we lease production facilities, license feature films and purchase advertisement spots from various subsidiaries of Viacom. The total amounts from these transactions were $30 million for the year ended December 31, 2018. As of December 31, 2018, Viacom owed us approximately $61 million, and we owed Viacom approximately $5 million in connection with our various normal course of business transactions with Viacom.

We believe that the terms of all such transactions were no more or less favorable to us and our businesses than we would have obtained from unrelated parties. We expect for the foreseeable future to continue to have transactions with Viacom.

OTHER TRANSACTIONS

The National Center on Addiction and Substance Abuse (“CASA”) sponsors an annual “Family Day” event, the purpose of which is to encourage families to eat dinner together. During 2018, Mr. Joseph A. Califano, Jr. (who served as a director of the Company until September 9, 2018) served as Founder and Chairman Emeritus of CASA. In 2018, certain divisions of our Company and its subsidiaries supported the “Family Day” event by airing public service announcements (PSAs). It is anticipated that divisions of the Company and its subsidiaries will from time to time continue to promote Family Day. In addition, in 2018, we made contributions totaling $50,000 to CASA.

Pursuant to an agreement between one of our subsidiaries and Panda Productions, a television and film production company owned 50% by Mr. Leonard Goldberg (who served as a director of the Company until September 9, 2018), Mr. Goldberg serves as an Executive Producer of CBS Network’s television series, “Blue Bloods.” In connection with this agreement, during 2018, we paid to Panda Productions fees per episode for Mr. Goldberg’s executive producer services, which are consistent with fees paid to other executive producers at Mr. Goldberg’s level. We have previously paid, and may also in the future pay, additional contingent compensation to Panda Productions based upon its negotiated participation in net revenues received by us in connection with the “Blue Bloods” series, consistent with industry practice. We believe that the terms of the agreement with Panda Productions are no more or less favorable to us than we could have obtained from unrelated parties.

Julie Chen, the wife of Mr. Leslie Moonves (who served as our Chairman of the Board, President and Chief Executive Officer until September 9, 2018), is the host of the CBS Television Network show “Big Brother” and was a host of the CBS Television Network show “The Talk” until September 2018. Ms. Chen’s compensation is comparable to on-air

RELATED PERSON TRANSACTIONS

talent in similar positions at the CBS Television Network, and we believe it is comparable to on-air talent in such positions generally.

Pursuant to the terms of an agreement between Simon & Schuster, a subsidiary of the Company, and Gil Schwartz (who served as our Senior Executive Vice President and Chief Communications Officer until November 1, 2018), Mr. Schwartz is entitled to receive an advance, a portion of which was paid in 2018, on royalties otherwise payable to him in connection with his grant to Simon & Schuster of the exclusive rights to publish a new book authored by him, payable over time subject to certain milestones. The formula for determining royalties payable under Mr. Schwartz’ agreement is consistent with such formulas for determining royalties payable to other authors at his level. We believe that the terms of the agreement with Mr. Schwartz are no more or less favorable to us than we could have obtained from unrelated parties.

Pursuant to the terms of the Settlement Agreement (as described under the “CBS Corporation’s Board of Directors—Board Committees—Nominating and Governance Committee” section above), which agreement was approved by the then-current Board of Directors, we paid $30 million for professional fees incurred by National Amusements during 2018 relating to the legal proceedings.

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 2018, we paid GAMCO approximately $209,600 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 3,124,634 shares of the Company’s Class A Common Stock, according to a Schedule 13D/A filed with the SEC on February 26, 2019 by such entities (the latest filing available), which shares, as of March 29, 2019, represented approximately 13.7% of the outstanding shares of the class.

Item 1 — Election of Directors

The Board of Directors proposes the election of 11 directors, all of whom are serving as a director as of the date of this proxy statement. 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: Candace K. Beinecke, Barbara M. Byrne, Gary L. Countryman, Brian Goldner, Linda M. Griego, Robert N. Klieger, Martha L. Minow, Shari Redstone, Susan Schuman, Frederick O. Terrell, and Strauss Zelnick. All of the nominees are current members of our Board who were elected at our 2018 Annual Meeting of Stockholders.

For a description of certain arrangements relating to nominations of directors and the future composition of the Board of Directors, see “CBS Corporation’s 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 11 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

Director Compensation

OUTSIDE DIRECTOR COMPENSATION DURING 2018

The following table sets forth information concerning the compensation of the Company’s Outside Directors for 2018.

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 2018” table above were deemed Outside Directors during 2018. Mr. Moonves 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 (90 days after the director leaves the Board in the case of amounts deferred before January 1, 2005) 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 the NYSE 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 Outside 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 (prior to January 1, 2019, $7,500 for each fiscal year). The purpose of the program is to recognize the interest of the Company and its directors in supporting eligible organizations.

Other

Expenses: Directors are reimbursed for 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: CBS Corporation 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.

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, 2019, 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, 2019, 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.cbscorporation.com. The Audit Committee assesses the adequacy of its Charter at least every other year, 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, 2018, our disclosures under “Management’s Discussion and Analysis of Results of Operations and Financial Condition” in our 2018 Annual Report on Form 10-K and matters relating to the effectiveness of our internal control over financial reporting as of December 31, 2018.

The Audit Committee has also discussed with PwC all required communications, including the matters required to be discussed pursuant to PCAOB Auditing Standard No. 1301 (Communications with Audit Committees). In addition, the Audit Committee has received the written disclosures and the letter from PwC required by applicable requirements of the

REPORT OF THE AUDIT COMMITTEE

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.

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, 2018.

Audit Committee

Gary L. Countryman, Chair

Barbara M. Byrne

Susan Schuman

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, 2018 and 2017.

AUDIT COMMITTEE PRE-APPROVAL OF SERVICES PROVIDED BY PWC

All audit and non-audit services provided to us by PwC for 2018 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 2018, 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 2019, the Audit Committee adopted the same pre-approval policies and procedures that were in effect for 2018, 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 the CBS Board of Directors regarding the fiscal 2018 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 2018, as more fully described in this CD&A below, the following eight current and former executive officers are our NEOs for fiscal 2018:

RECENT LEADERSHIP DEVELOPMENTS IN 2018

During fiscal 2018, we announced a number of changes to our leadership.

Effective September 9, 2018, Joseph R. Ianniello became our President and Acting Chief Executive Officer after serving as our Chief Operating Officer since June 4, 2013, following the resignation of our former Chairman, President and Chief Executive Officer. Christina Spade, who previously served as Showtime’s Chief Financial Officer, assumed the role of Executive Vice President, Chief Financial Officer on October 18, 2018, following Mr. Ianniello’s appointment as President and Acting CEO.

Both Anthony G. Ambrosio and Gil Schwartz separated from the Company, effective November 1, 2018. Each of their respective roles was assumed by other executives within the company, reflecting the Board’s commitment to succession planning. See “Potential Payments Upon Termination and Certain Other Events” following this CD&A for more information concerning the separation payments and benefits paid or payable to Messrs. Ambrosio, Schwartz and Moonves.

Additionally, during 2018, six new independent directors were elected to the Board, one of whom, Strauss Zelnick, was elected as the Non-Executive Interim Chairman of the Board pursuant to the Board’s decision at that time to split the Chairman and CEO roles. The Board’s standing committees were also re-constituted during 2018, and the Board elected new independent Chairs for the Compensation Committee and the Nominating and Governance Committee.

A New Compensation Committee and Advisor

During the majority of fiscal year 2018, the Compensation Committee was composed of former directors Bruce M. Gordon (Chair), William S. Cohen and Doug Morris and current director Linda M. Griego, each of whom was an

COMPENSATION DISCUSSION AND ANALYSIS

independent director. Mr. Morris resigned from the Board on September 9, 2018, and Messrs. Gordon and Cohen subsequently resigned on September 23, 2018. In this CD&A, we refer to the Compensation Committee, however constituted, at the relevant time, as the “Committee.”

Following the resignations, the Board appointed independent directors Brian Goldner and Strauss Zelnick to the Committee, with Mr. Zelnick serving as Chair of the Committee. The Board subsequently appointed Mr. Goldner as Chair of the Committee upon Mr. Zelnick’s appointment as Interim Chairman of the Board.

Prior to November 2018, the Committee’s independent compensation consultant was Exequity LLP. In November 2018, the Committee retained a new independent compensation consultant, ClearBridge Compensation Group (“ClearBridge”). The Committee assessed the independence of ClearBridge prior to its engagement and determined that its work for the Committee would not raise any conflict of interest. See “Compensation Philosophy and Objectives – Role of Compensation Consultants” for additional detail regarding ClearBridge’s role.

EXECUTIVE SUMMARY

This CD&A describes our executive compensation philosophy and objectives and provides context for the 2018 compensation actions approved by the Committee for our NEOs. The Committee, which is made up entirely of independent directors, adopts and periodically reviews our compensation philosophy, strategy and principles; oversees the administration of our incentive compensation and equity plans; and reviews and approves the compensation arrangements for senior executives, including the NEOs.

Overview of Fiscal 2018 Performance

We continued to execute on our long-term strategic objectives during 2018, which better positioned us for success. We continued to focus on growing revenues from non-advertising sources through arrangements with new and existing distribution partners, expanding our global reach and presence and capitalizing on the growing demand for our top-tier content.

Our full-year results included the following highlights:

A reconciliation of fiscal 2017 and 2018 non-GAAP financial measures to GAAP financial measures is located in Annex A at the end of this proxy statement.

COMPENSATION DISCUSSION AND ANALYSIS

 

Other key accomplishments for fiscal 2018 included:

 

Achieving record-setting adjusted diluted earnings per share and revenues, bolstered by 2018 being our best year ever for political spending, eclipsing the 2016 presidential election year and surpassing the 2014 mid-term cycle by more than 50%;

 

Increasing retransmission and station affiliation revenues by 18% over the prior year, and building for future success by finalizing several key multi-year retransmission compensation and station affiliation arrangements;

 

Continuing to grow the number of subscribers and revenues from our direct-to-consumer digital streaming subscription services, CBS All Access® and Showtime OTT™;

 

Launching three new direct-to-consumer digital streaming services – CBS Sports HQ®, ET Live™ and CBSN® New York;

 

Enhancing our global content footprint and brand awareness by completing new or renewed licensing agreements around the world, including in Europe (with Sky U.K. and RTL Belgium), in the Middle East and Africa (with Digiturk and Fox Networks Group Africa), in Canada (with Corus) and in South America (with Globoplay), and by expanding our CBS All Access direct-to-consumer digital streaming subscription service to new markets in Australia and Canada;

 

Significantly increasing revenues derived from the inclusion of our content in “skinny bundles” and positioning for future success by executing multiple agreements, including with Hulu and Sony’s PlayStation Vue;

 

Preserving our reputation for top-tier content across our businesses:

 

The CBS Television Network finished as the #1 most-watched network for the 15th time in 16 seasons (including for the 10th consecutive season), and remains on pace to finish the 2018/2019 season as the most-watched network;

We hold an ownership position in more than 80% of the shows that aired on the Network’s fall 2018/2019 primetime schedule;

 

“The Late Show” with Stephen Colbert finished the 2017/2018 television season as the most-watched late night program for the second consecutive season;

 

CBS News’ “60 Minutes” remains the #1 most-watched news magazine and “CBS Sunday Morning” remains #1 in its news genre;

 

CBS delivered high viewership on significant live events, including NFL games, with viewership increasing by 6% over the prior season, and Showtime’s boxing programming, with viewership rising to its highest levels since 2014;

 

Showtime® continues to provide high quality original programming to its subscribers, with 4 of the top 6 hour-long scripted premium cable series (excluding limited series);

 

WCBS-TV®, New York was America’s most-watched television station, and several of our owned-and-operated television stations were #1 in their respective markets;

 

CBS Interactive ranked as #7 on the list of Top 10 Multi-Platform Internet Properties during every month of 2018 (in unique users), according to comScore; and

 

Simon & Schuster® maintained its reputation as a top publisher by continuing to produce bestsellers in hardcover, paperback and multi-formats, 206 of which appeared on the New York Times bestseller lists and 28 of which held the #1 position during 2018;

 

Successfully pursuing opportunities to divest or exit non-core properties and businesses, including CBS Television City®; and

 

Reassessing our organizational culture and core values, and committing resources to build a workplace culture of dignity, transparency, respect, diversity and inclusion.

 

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. Accordingly, a high percentage of our senior executives’ (including the NEOs’) total target compensation is “at risk” – meaning that they will not 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

COMPENSATION DISCUSSION AND ANALYSIS

programs) and stock price appreciation (through long-term equity incentives). The only fixed component of pay is base salary. Annual cash incentive awards and long-term equity incentive awards are subject to company performance and/or stock price performance.

As illustrated below, approximately 90% of Mr. Ianniello’s total target compensation for 2018 was pay at risk and thus strongly linked to our results. Similarly, the average percentage of total target compensation for the other 2018 FYE NEOs for 2018 delivered in pay at risk was approximately 73%.

Note: The amounts shown in these graphs reflect target level compensation and may differ from actual compensation amounts reflected in the Summary Compensation Table in this Proxy Statement. For Ms. Spade, the target level compensation included in the percentages shown above reflects her new compensation package for her role as our Chief Financial Officer.

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 2018, 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 additional discussion on the calculation 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 2018, 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.

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 operating results, while equity incentives motivate executives to execute on long-term 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 senior executives, including the NEOs, 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 2018 FYE NEOs in effect at December 31, 2018:

Other Forms of Compensation:

COMPENSATION DISCUSSION AND ANALYSIS

Role of Compensation Consultants

The Committee reviews and approves our compensation arrangements with the NEOs and our other senior executives. The Committee reviews all elements of their 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 utilizes 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). All final determinations relating to the employment compensation of our Chief Executive Officer (i.e., Mr. Ianniello, following his promotion to the role of President and Acting Chief Executive Officer, and Mr. Moonves) were made by the Committee in executive session, with advice from the Committee’s independent compensation consultant.

The Committee retains an independent compensation consultant to advise the Committee in its review of senior executive compensation. 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 us other than its services to the Committee. Neither Exequity nor ClearBridge provided any services to us other than the services provided to the Committee.

PEER GROUP COMPOSITION

Fiscal 2018 Peer Group

In reviewing senior executive compensation, the Committee considers data regarding the competitive market for senior executive talent. For 2018, at the Committee’s request, Exequity (the Committee’s independent compensation consultant at the time) reviewed and approved a competitive assessment of the compensation practices at companies with which CBS competes for senior executive talent. The 2018 assessment included information regarding total compensation packages at those companies engaged in similar business activities (media industry peers) and, for more general reference, an index of total compensation packages at other applicable primarily publicly-traded U.S. companies (general industry), all as described below. Relevant comparisons among executives at these companies are identified and are then compared to the comparable executive at CBS.

In 2018, for our former CEO, Mr. Moonves, the Committee considered the compensation arrangements for similarly-situated chief executive officer roles at peer diversified media companies (i.e., Discovery Communications, Inc., Time Warner Inc. (subsequently acquired by AT&T Inc.), Twenty-First Century Fox, Inc. (now known as Fox Corporation), Viacom Inc. and The Walt Disney Company) and other media peers (i.e., Comcast Corporation). With respect to fiscal 2018 compensation actions, the Committee considered these companies our “media industry peers.”

The competitive assessment for all other NEOs included the compensation data of companies in the media industry peer group and data regarding general compensation levels primarily at publicly-traded U.S. companies included in the general industry index from which we may source, or to which we may lose, executive talent (i.e., American Broadcasting Company (ABC), Amazon.com, Inc., AT&T Inc., Cablevision Systems Corporation (subsequently acquired by Altice NV), Charter Communications Inc., Cisco Systems, Inc., Comcast Corporation, Discovery Communications, Inc., General Electric Company, Google LLC, International Business Machines Corporation, Lions Gate Entertainment Corp., NBCUniversal LLC, PepsiCo, Inc., Sprint Corporation, TEGNA, Inc., Time Warner Inc. (subsequently acquired by AT&T Inc.), Verizon Communications Inc., Viacom Inc., and The Walt Disney Company).

The Committee does not evaluate total compensation amounts for any senior executive based on a specific benchmark or percentile positioning. Rather, the Committee considers the compensation levels from the competitive assessment as one factor in determining the total compensation amount for each senior executive. For senior executives other than our former CEO, Mr. Moonves, the 2018 assessment considered multiple reference points, including at the 65^th percentile, of relevant market data; and for Mr. Moonves, the Committee considered the full range of market data from our media industry peers. In addition to market data, the Committee considered numerous other factors when making pay decisions, including individual and company performance, the scope of each individual’s responsibility and his or her length of time in the role.

COMPENSATION DISCUSSION AND ANALYSIS

Fiscal 2019 Peer Group

In November 2018, the Committee instructed ClearBridge (the Committee’s independent compensation consultant at that time) to review the peer group that we will use for benchmarking named executive officer compensation packages on an ongoing basis, beginning with fiscal 2019. In reviewing the peer group for fiscal 2019, the Committee had two primary objectives:

With which we compete for executive and creative talent;

That are companies of a similar scope and complexity; and

That use similar compensation models (including the mix of cash, equity and short- and long-term incentives).

Using these objectives and given the limited number of directly comparable media companies in the market, the Committee determined, based on the advice of ClearBridge, that the Committee’s use of multiple peer groups remained appropriate. Accordingly, for fiscal 2019 the Committee determined to evaluate compensation packages based on publicly available compensation data from the following two groups:

The Committee believes this approach will allow it to evaluate our 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, are of a similar size to CBS when measured by revenue and enterprise value. Based on the above criteria, the Committee determined that the following companies would make up our compensation peer groups for fiscal 2019.

COMPENSATION DISCUSSION AND ANALYSIS

The Committee will use the publicly reported named executive officer compensation data from companies in each of these groups 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. There will be no targeted benchmark level of compensation. The Committee will review the above peer groups on an ongoing basis and adjust the composition of the peer groups as appropriate to ensure their continued relevance.

FISCAL 2018 COMPENSATION

Changes in NEOs’ Compensation Arrangements in 2018

Fiscal 2018 was a year of transformation for the senior leadership of CBS. We took steps to extend and bolster the stability of our senior leadership team by entering into an amendment to Mr. Ianniello’s employment agreement, providing for his service as our President and Acting Chief Executive Officer, and entering into a new employment agreement with Ms. Spade to serve as our new Chief Financial Officer effective October 18, 2018. Related to changes in senior leadership, we entered into separation agreements with each of Messrs. Ambrosio, Schwartz and Moonves. Please see “Potential Payments upon Termination and Certain Other Events” for information related to the separation payments and benefits for Messrs. Ambrosio, Schwartz and Moonves. Our compensation arrangements with Mr. Tu were not changed during 2018.

On September 27, 2018, we entered into a letter agreement, effective as of September 9, 2018, with Mr. Ianniello, which modified his existing employment agreement. Pursuant to the letter agreement, Mr. Ianniello serves as our President and Acting Chief Executive Officer. The letter agreement updates the “good reason” definition to reflect Mr. Ianniello’s new role as Acting Chief Executive Officer and includes the failure of CBS to appoint a permanent Chief Executive Officer on or before June 30, 2019, or the appointment of a person other than Mr. Ianniello as Chief Executive Officer of CBS. The letter agreement further states that Mr. Ianniello will not receive any additional compensation for his role as Acting Chief Executive Officer. We filed Mr. Ianniello’s letter agreement with the SEC as Exhibit 10(a) to our Current Report on Form 8-K filed on September 27, 2018.

In October of 2018, the Committee approved a new employment agreement for Ms. Spade, effective October 18, 2018, providing for her employment as our Executive Vice President, Chief Financial Officer. In determining the compensation terms of Ms. Spade’s agreement, the Committee considered compensation arrangements for executives with similar scopes of responsibility at industry peers and at other leading U.S. companies, as well as the core objectives set forth in the “Compensation Philosophy and Objectives” section above. The compensation assessment included an evaluation of annualized base salary, target bonus, annualized expected value of upfront and ongoing long-term incentives, and termination provisions. As a result, under her employment agreement, the Committee set Ms. Spade’s base salary at $1,250,000 and her target bonus for each calendar year at 200% of her base salary as in effect on November 1^st of the calendar year. The agreement provides for an annual long-term incentive award target of $1,500,000 for each year during the term of the agreement. The new agreement also provides that if we terminate Ms. Spade’s employment without “cause” or if she resigns her employment for “good reason” during the term of the agreement, Ms. Spade will be entitled to receive severance payments and benefits, and provides for additional termination payments in certain circumstances following her termination of employment, in each case as described following this CD&A under “Potential Payments upon Termination and Certain Other Events.” Ms. Spade will be subject to certain restrictive covenants, such as non-competition and non-solicitation covenants, including for specified periods following termination of employment. We filed Ms. Spade’s new employment agreement with the SEC as Exhibit 10 to our Current Report on Form 8-K filed on October 19, 2018.

In order to secure the continued service of Messrs. Anschell and Jones beyond the scheduled expiration of their respective employment agreements, the Committee in 2018 approved a new employment agreement for each of Messrs. Anschell and Jones, both effective as of January 1, 2019. In determining the compensation terms for each of the new agreements with Messrs. Anschell and Jones, the Committee considered compensation arrangements for executives with similar scopes 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” section above. These new agreements supersede their prior agreements scheduled to expire on December 31, 2018, and extend their employment with us through December 31, 2021 in their current roles. Messrs. Anschell and Jones first became NEOs with respect to fiscal year 2018, and we filed their employment agreements with the SEC as Exhibits 10(q) and 10(r) to our Annual Report on Form 10-K for the fiscal year ended December 31, 2018.

COMPENSATION DISCUSSION AND ANALYSIS

Fiscal 2018 Compensation Elements

The Committee’s decisions with respect to fiscal year 2018 compensation are discussed below.

Base Salary

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

In reviewing base salary during 2018 for the NEOs, the Committee continued to consider their level of base salary as it relates to the allocation of guaranteed versus variable, at-risk compensation, as well as the factors listed above. As a result, none of the NEOs received base salary increases effective in 2018, other than Ms. Spade in connection with her promotion to Executive Vice President, Chief Financial Officer.

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. The Committee determined the 2018 FYE NEOs’ bonuses for fiscal 2018 using a multi-step process.

Determination of Senior Executive STIP Participants. Cash bonuses for our NEOs are generally awarded under the CBS Corporation Senior Executive Short-Term Incentive Plan (the “Senior Executive STIP”). The Senior Executive STIP was designed to permit awards that would comply with the exception for performance-based compensation under Section 162(m) of the Code (“Section 162(m)”), and our stockholders previously approved this plan. Legislation signed into law in December 2017, the Tax Cuts and Jobs Act (the “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” below for additional information.) Senior Executive STIP participants are determined in the first quarter of the fiscal year. For fiscal 2018, the Committee determined that Messrs. Ianniello, Tu, Anschell, Ambrosio, Schwartz and Moonves would participate in the Senior Executive STIP. (Ms. Spade, whom we promoted to Executive Vice President, Chief Financial Officer on October 18, 2018, and Mr. Jones did not participate in the Senior Executive STIP for 2018, but instead were eligible for a 2018 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 Section 162(m), the Committee retains the flexibility to determine bonus amounts in excess of amounts that may be deductible under tax laws. See “Tax Considerations” below.

Setting the Senior Executive STIP Performance Goal. The Committee establishes the financial performance goal applicable to the Senior Executive STIP at the beginning of each 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 2018, 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 2018, the financial performance goal established for the Senior Executive STIP was the achievement

COMPENSATION DISCUSSION AND ANALYSIS

during 2018 of an 80% or greater level of the weighted average performance of (i) the percentage of an OI Metric Target (as defined below) of $2.858 billion actually achieved (75% weighting) and (ii) the percentage of an FcF Metric Target (as defined below) of $1.187 billion actually achieved (25% weighting).

The “OI Metric Target” is calculated by starting with our 2018 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 2018 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 the 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 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 2018, the Committee determined to base the funding of the company-wide bonus pool on the following structure:

Strengthening our financial position;

Providing continuous flow of top-tier content;

Continuing to drive growth through our strategic transformation;

Maintaining and building our reputation as one of the most desirable organizations for top “talent”;

Continuing to ensure a high degree of focus on the importance of a diverse workforce; and

Positioning us for long-term success.

COMPENSATION DISCUSSION AND ANALYSIS

Certification of the Senior Executive STIP performance goal. In January 2019, the Committee reviewed and discussed CBS’s 2018 performance against the Senior Executive STIP 2018 performance goal. Actual performance with respect to the OI metric was $2.770 billion and with respect to the FcF metric was $1.260 billion, the weighted average achievement for which was above the targeted level. Therefore, the Committee determined that participating NEOs were eligible to receive the maximum bonus award under the terms of the plan, subject to the Committee’s negative discretion.

Determining Actual Bonus Payments. In January 2019, the Committee evaluated our actual performance for 2018 against the pre-established financial and qualitative performance goals for purposes of determining the aggregate level of funding available under the company-wide bonus pool for bonus payouts to all bonus-eligible employees, including the NEOs. (For participating NEOs, the difference between the maximum payout authorized under the Senior Executive STIP and their respective actual payouts reflected the Committee’s exercise of negative discretion.)

When making its 2018 bonus determinations, the Committee considered the input and recommendations of Mr. Ianniello with respect to NEOs other than himself. With respect to Mr. Ianniello, for 2018, the Committee took into account his performance evaluation conducted by the Committee, together with the Nominating and Governance Committee, after the close of the fiscal year. The Committee’s determination of the NEOs’ annual bonus amounts, as set forth in the Summary Compensation Table for Fiscal Year 2018 following this CD&A, took into account each NEO’s contributions toward the qualitative performance factors described above as well as a variety of factors it deemed appropriate, with no pre-determined emphasis on any individual factor, and, as applicable, utilized negative discretion to award an appropriate bonus. The Committee also considered each NEO’s target bonus amount, which amounts are based on competitive practice. See “Employment Agreements for 2018” for a discussion of the NEOs’ target bonus amounts for 2018. The differences in the target bonus amounts set forth in the NEOs’ agreements reflect the level of relative impact of each of their positions on our performance.

Because of our NEOs’ performance, we continued to deliver on our long-term strategy and positioned CBS to return value to its shareholders. In addition to the accomplishments and other considerations discussed earlier in this CD&A, the Committee noted the following accomplishments within this context:

COMPENSATION DISCUSSION AND ANALYSIS

Pursuant to the terms of his separation from the Company, Mr. Moonves did not receive a bonus for fiscal year 2018. Mr. Ambrosio received a fiscal year 2018 bonus that reflects a prorated target bonus through his November 1, 2018 resignation date, plus an additional amount determined by Mr. Ianniello in his discretion in recognition of Mr. Ambrosio’s contributions as a consultant, including his contributions in negotiating the sale of our CBS Television City asset, all in accordance with the provisions of his separation agreement. Mr. Schwartz received a fiscal year 2018 bonus at a level consistent with his fiscal year 2017 bonus, prorated to reflect his November 1, 2018 separation date, in accordance with the provisions of his separation agreement.

Long-Term Incentive Programs

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 CBS’s 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.

For fiscal 2018, Messrs. Ianniello, Tu, Anschell, Jones, Ambrosio and Schwartz and Ms. 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, Tu, Anschell, Jones, Ambrosio and

COMPENSATION DISCUSSION AND ANALYSIS

Schwartz, the Committee determined to deliver their 2018 LTMIP awards 40% in stock options, 30% in performance-based restricted share awards (“PRSUs”) and 30% in time-based restricted share units (“TRSUs”). Ms. Spade, who at the time she received her LTMIP award for 2018 was not in her current role, received her 2018 LTMIP award in TRSUs. Mr. Tu also received a TRSU award under our Fund-the-Future Program (“FtF”), which provides equity compensation to eligible employees, excluding those actively participating in certain pension plans and employees otherwise subject to a collectively bargained agreement that does not provide for participation in the FtF. Other than Mr. Tu, the NEOs are not, or were not as of the applicable date, eligible for the FtF, as they actively participate or participated in certain pension plans.

The annual grant of PRSUs and TRSUs for 2018 to our former Chief Executive Officer, Mr. Moonves, was awarded in accordance with the terms set forth in his employment agreement. Mr. Moonves subsequently forfeited his 2018 grant pursuant to the terms of his separation agreement with us. In addition, during 2018, as part of Mr. Moonves’ bonus for 2017, the Committee granted to Mr. Moonves shares of the Company’s Class B Common Stock having a grant date value of $8 million. (See the “Grants of Plan-Based Awards During 2018” table following this CD&A.)

Performance Goals for LTMIP Awards

Performance Goals for 2018. 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 2018 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. See “Executive Summary—Pay for Performance” above for more information regarding the selection of our performance metrics and goals for 2018.

The pre-established performance goal for PRSUs granted in 2018 for the most senior levels of management, including the relevant NEOs, was the achievement during 2018 of a 90% or greater level of the weighted average performance of (i) the percentage of an OI Metric Target of $2.858 billion actually achieved (75% weighting) and (ii) the percentage of an FcF Metric Target of $1.187 billion actually achieved (25% weighting). See “Fiscal 2018 Compensation Elements—Bonus Awards” above for a description of these performance metrics.

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. See “Grants of Plan-Based Awards During 2018—Description of Plan-Based Awards” following this CD&A for vesting schedules. 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 22, 2018). The number of shares earned upon vesting of the PRSUs was 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 will 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.

Payout under PRSU Awards for 2018. In February 2019, the Committee reviewed and discussed our 2018 performance against the 2018 performance goal. The Committee certified that 2018 actual performance with respect to the OI metric was $2.770 billion and with respect to the FcF metric was $1.260 billion. Thus 110.2% of the target number of shares underlying the PRSUs granted in February 2018 to the NEOs (except for Mr. Moonves, whose awards were forfeited pursuant to the terms of his separation agreement, and Ms. Spade, who did not receive PRSUs in 2018) vested in accordance with their respective schedules.

COMPENSATION DISCUSSION AND ANALYSIS

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 the Company’s Class B Common Stock on the NYSE 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 2018 on February 22, 2018, with a grant date of the same date. The exercise price of stock options granted on February 22, 2018 was the closing price of the Company’s Class B Common Stock on the NYSE on that date (i.e., $54.32).

Other Terms for RSUs/Stock Options

For a description of certain other material terms of the RSU and stock option grants, see “Grants of Plan-Based Awards During 2018—Description of Plan-Based Awards” following this CD&A.

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 and to modify the terms of outstanding equity grants in certain 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 compensating 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; limits the amount that may be awarded to an individual, the total amount that may be awarded in any period, and, in certain circumstances, the aggregate incremental expense we may incur as a result of modifications to the terms of outstanding equity grants; and specifies the method for establishing the grant date. 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 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 CBS stock equal in value to a multiple of their cash base (base salary less mandatory deferrals, if applicable), depending upon their positions as follows:

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 2018, 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 monitor compliance with the guidelines. During his tenure as President and Acting Chief Executive Officer, Mr. Ianniello met the guidelines applicable to the Chief Executive Officer role.

COMPENSATION DISCUSSION AND ANALYSIS

FISCAL 2019 COMPENSATION

2019 Bonus Program

Following a review of our short-term incentive compensation program, for 2019 the Committee determined to continue the practice of determining annual cash incentive awards for our executives under two plans, the Senior Executive STIP and the company-wide bonus pool.

Annual incentive awards will continue to be performance-based, with payout of awards tied to our achievement of specific financial performance measures for fiscal 2019, as well as individual performance for the year. However, the method the Committee will use to determine individual bonuses will change for the determination of 2019 bonuses. For our named executive officers, the Committee’s determination of individual bonuses will first begin with an assessment of our degree of achievement against financial and qualitative performance goals set for fiscal 2019, which will provide a preliminary baseline bonus amount for determining the incentive award payout. Following the determination of the baseline bonus amount, the Committee may modify the baseline 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 corporate financial and qualitative performance should be the primary factor when determining bonuses for named executive officers.

Different Mix for 2019 Long-Term Incentive Awards

In fiscal 2018 and recent prior years, our named executive officers generally received their long-term incentive awards in a mix of stock options (40%), PRSUs (30%) and TRSUs (30%). Following a review of our LTMIP, for 2019 the Committee determined to discontinue the use of stock options and deliver long-term incentive awards to the 2018 FYE NEOs and certain other senior executives in an equal mix of PRSUs (50%) and TRSUs (50%). The new mix of award types reflects the Committee’s view that long-term incentive awards for our named executive officers should primarily reward financial performance and create alignment with shareholders in up and down markets while also providing a valuable retention incentive.

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 each of the Pension Benefits in 2018 tables and the Nonqualified Deferred Compensation in 2018 table following this CD&A.

All Other Compensation

We provide other compensation to participating employees by making matching contributions in the CBS 401(k) and 401(k) excess 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 2018 following this CD&A.

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. In addition, we provided security services to our former Chief Executive Officer, Mr. Moonves, at our request, due to the significance of the chief executive to CBS and the security issues that surround such an executive, in representing a high-profile company with multinational interests. For 2018, 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 2018 following this CD&A.

COMPENSATION DISCUSSION AND ANALYSIS

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. The employment agreements for Messrs. Ianniello, Tu, Anschell and Jones and Ms. Spade also provide enhanced severance payments and benefits in the event of a termination without “cause” or a resignation for “good reason” within twenty-four months following certain corporate events.

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 2018 fiscal year end for the applicable reasons noted above are described under “Potential Payments upon Termination and Certain Other Events” following this CD&A. 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 media industry peers 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.”

As described earlier in this CD&A, certain NEOs separated from us during 2018. See “Potential Payments Upon Termination and Certain Other Events” following this CD&A for more information concerning the separation payments and benefits paid or payable to Messrs. Ambrosio, Schwartz and Moonves.

Employment Contracts

All of the 2018 FYE NEOs had during 2018, and continue to have, employment contracts with us, as the Committee has considered it to be in our best interest, 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 2018” the narrative section after the Summary Compensation Table for Fiscal Year 2018 following this CD&A and in “Changes in NEOs’ Compensation Arrangements in 2018” above. The Committee approves all employment arrangements with senior executives.

TAX CONSIDERATIONS

In approving compensation, the Compensation Committee takes into account Section 162(m). 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 the Company at the end of the year (other than the Company’s 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 the Company’s long-term incentive plan was designed to permit awards that would comply with this Section 162(m) exception for performance-based compensation, and the Company’s stockholders previously approved both of these plans. Legislation signed into law in December 2017, the Tax Cuts and Jobs Act (the “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.

In order to provide appropriate compensation, the Compensation Committee has 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, and compensation exceeding the maximum bonus amount provided for under the Senior Executive STIP, and the Compensation Committee may continue to approve compensation exceeding the $1 million limitation under Section 162(m) going forward. Because of the uncertainties in the interpretation of Section 162(m) as amended by the Act, including applicable transition relief rules, no assurance can be given that compensation for 2018 will be deductible under those transition relief rules. The Committee intends to continue to implement compensation programs that it believes are competitive and in the best interests of CBS and our shareholders, even if not deductible.

Compensation Committee Report

The following Compensation Committee Report 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 Compensation Committee of the Board of Directors of CBS Corporation has reviewed and discussed with the Company’s management the Compensation Discussion and Analysis (“CD&A”) included in this proxy statement. Based on this review and these discussions, the Compensation Committee has recommended to the CBS Corporation Board of Directors that the CD&A be included in this proxy statement and incorporated by reference from this proxy statement into the Company’s Annual Report on Form 10-K, which was filed with the Securities and Exchange Commission on February 15, 2019.

Members of the Compensation Committee

Brian Goldner, Chair

Linda M. Griego

Strauss Zelnick

Executive Compensation

SUMMARY COMPENSATION TABLE FOR FISCAL YEAR 2018

The following table sets forth information concerning total compensation for the Company’s last three completed fiscal years for the Company’s principal executive officers, principal financial officers, the three other most highly compensated executive officers of the Company for fiscal year 2018 who were serving as executive officers at the end of fiscal year 2018 and two additional individuals for whom disclosure is required under SEC rules (the “named executive officers”).