Investor to Viacom: Get Rid of Sumner Redstone and the CEO

Photograph by Frazer Harrison—Getty Images

A presentation from New York-based fund manager SpringOwl Asset Management about how to fix Viacom is almost 100 pages long, but the heart of its argument can be summed up in a sentence: Replace the company’s chairman—aging founder Sumner Redstone—and Viacom’s over-paid CEO, Philippe Dauman. But is there any chance of that actually happening? Not really.

The fund made its presentation public on Tuesday (the whole thing is available on SlideShare), and much of it consists of slides and charts that take a hard look at Viacom’s under-performance relative to both the market as a whole and to media-industry peers such as 21st Century Fox (FOX), Disney, and Time Warner.

For example, SpringOwl notes that over the past three years, Disney’s share price (DIS) is up 122% and Time Warner’s (TWX) has climbed more than 46%. By comparison, Viacom’s shares have fallen almost 30% over the same period (VIAB). The company owns the Paramount Pictures movie studio as well as specialty channels such as BET and Comedy Central.

Viacom stock

According to SpringOwl—which hasn’t disclosed how much of Viacom’s stock it owns—Viacom’s management has “under-performed for years with no accountability,” and this is partly because the board is “too large, too cozy and too overpaid.” It says that 75% of the current board should be classified as not independent.

SpringOwl is an investment firm created in 2013 by former gaming-industry analyst Jason Ader and Andrew Wallach, the former CEO of activist hedge fund Cumberland Associates.

In many ways, the fund’s presentation on Viacom is similar to another recent 99-page presentation it published about the problems at Yahoo. In that case, SpringOwl managing director Eric Jackson also argued that the stock was underperforming, in part because of poor management by CEO Marissa Mayer and the board.

Watch how Alibaba is helping Disney expand in China

In Viacom’s case, the fund notes that over the past five years, the entertainment giant has paid CEO Philippe Dauman and COO Thomas Dooley a combined $432 million in compensation, far more than any other media company has paid two senior executives (Viacom announced Wednesday that both Dauman’s and Redstone’s compensation has been reduced).

Competitors such as Fox and Time Warner and even CBS—which is also controlled by Redstone, but as a standalone entity—have made moves to adapt to a digital world of cord cutting and streaming, SpringOwl argues, but Viacom has done little or nothing. The fund also says it has made some significant mistakes, such as selling an early stake in Vice Media back to the company (Vice is now estimated to be worth about $4 billion).

SpringOwl isn’t the only one getting restless when it comes to Viacom: High-profile investor Mario Gabelli, who owns 10% of the company’s voting stock, has also called on the company to make a number of moves, including buying the AMC theater chain and selling a stake in Paramount to Chinese holding company Alibaba.

Viacom stock2

As valid as the arguments made by both SpringOwl and Gabelli may be, unfortunately, they are mostly just window-dressing for the central problem with Viacom—namely, the uncertain future of founder and chairman Sumner Redstone and his controlling stake.

Redstone, who is 92, has been absent from Viacom conference calls for some time, and there have been reports that he is in failing health (although Viacom maintains that he “is mentally capable”). A former girlfriend, who at one point had authority over Redstone’s health matters, is suing the company and Dauman, claiming they have taken over his affairs improperly due to his alleged mental incapacitation.

Get Data Sheet, Fortune’s technology newsletter

In a very real sense, the recommendations made by SpringOwl and other investors like Gabelli are moot. While Gabelli may have 10% of the voting stock (unlike most shareholders, who own the non-voting B shares) Redstone controls about 80% of the voting shares through his holding company, National Amusements Inc. It’s unlikely he or anyone voting on his behalf would agree to his removal as chairman.

What happens to Viacom after Redstone passes away, meanwhile, remains a giant question mark. At one point, he planned to transfer the chairmanship of the company to his daughter Shari, but the two later had a falling out and the status of their relationship is unclear. Control over his stock is supposed to pass to a family trust, managed by his daughter and a number of close advisors, including Dauman. What happens after that is anyone’s guess.

In response to the SpringOwl presentation, a Viacom spokesman said the company’s current board and management team are “completely focused on delivering long-term value to shareholders,” and are “looking to the future, and the opportunities ahead.”

Subscribe to Well Adjusted, our newsletter full of simple strategies to work smarter and live better, from the Fortune Well team. Sign up today.

Read More

Artificial IntelligenceCryptocurrencyMetaverseCybersecurityTech Forward