Katherine Gill-Charest

About Katherine Gill-Charest

Katherine Gill-Charest is Executive Vice President, Controller and Chief Accounting Officer (principal accounting officer) of Paramount, overseeing accounting, financial reporting, and financial compliance; she assumed the EVP/Controller/CAO role in December 2019 and was appointed to Paramount’s Board of Directors on August 6–7, 2025 in connection with the Skydance-Paramount Transactions . She previously served as Viacom’s SVP Controller and Chief Accounting Officer (2010–2019) and joined Viacom in 2007 as VP Deputy Controller . Education: B.S. in Accounting (summa cum laude), Manhattan College; New York State CPA; member of AICPA, FASAC (appointed 2020), and FEI’s Committee on Corporate Reporting (2021) . Company performance context during her senior finance tenure: Paramount’s 2024 direct-to-consumer profitability improved by $1.2B, Paramount+ revenue increased 33% with 77.5M subs, and Adjusted OIBDA and FCF exceeded targets in the 2024 STIP framework .

Past Roles

External Roles

Fixed Compensation

Not disclosed. Gill-Charest was not a named executive officer (NEO) in the 2024 proxy; the Summary Compensation Table covers NEOs only .

Performance Compensation

Not disclosed for Gill-Charest individually. Company-wide executive STIP design (context for senior executives):

• STIP quantitative metrics and targets (80% weighting): Adjusted OIBDA ($3.1B target), Free Cash Flow ($250M), DTC OIBDA (−$837M), DTC Revenue ($7.8B); equal weighting across four metrics .
• Qualitative metrics (20%): Strategy & Execution (10%), Workforce Culture & Development (10%) .

Note: 2024 adjusted results achieved above target in Adjusted OIBDA, FCF, DTC Revenue; DTC OIBDA capped at 200% payout for risk balance .

Long-term incentives context:

• PSUs (2024 awards) based on relative TSR vs comparator group (25th→80%, 50th→100%, 75th→120% payouts; single 3-year period to Feb 28, 2027) .
• 2021 PSUs (all tranches) forfeited on below-threshold rTSR, evidencing pay-for-performance rigor .

Equity Ownership & Alignment

• Anti-pledging policy: Paramount prohibits pledging or holding in margin accounts by executive officers/Section 16 officers and those reporting to Co-CEOs; anti-hedging also prohibited .
• Clawback policy: Beyond Rule 10D-1, forfeiture/repayment/adjustment of incentive comp upon restatement, regardless of misconduct; employment agreements include further clawback provisions .
• Stock ownership guidelines: Senior executives must meet 1x–3x cash base multiples within five years; CEO at 6x; directors expected to own ≥5x annual retainer ($500,000) within three years; all directors subject to guidelines met them in 2024 .
• Beneficial ownership: The 2025 proxy table enumerates holdings for current directors/NEOs as of Feb 15, 2025; Gill-Charest was not yet a director and is not listed; no individual ownership amounts disclosed for her there .

Employment Terms

• Appointment and initial term: On Dec 4, 2019, ViacomCBS appointed Gill-Charest EVP, Controller & CAO; Paramount assumed an employment agreement dated Nov 18, 2019 providing service through the third anniversary of the merger closing (three-year term) .
• Current role: As of Aug 7, 2025, she is EVP, Controller & CAO (principal accounting officer) under the post-Transactions leadership structure .
• Severance/change-in-control economics: Not disclosed for Gill-Charest individually in the 2025 proxy or subsequent 8-K; 280G mitigation measures were applied to 2024 FYE NEOs (accelerations/preliminary bonus timing), not broadly to all executives .

Board Governance

• Board service: Appointed director in connection with the August 6–7, 2025 Transactions; board post-Closing comprised Jeff Shell (President), Andrew Warren (EVP & CFO), Andrew Brandon-Gordon (EVP, CSO & COO), and Katherine Gill-Charest .
• Independence: Under Nasdaq rules and Paramount’s Corporate Governance Guidelines, any current employee is not independent; as an executive officer, Gill-Charest would be non-independent .
• Committee roles: Not disclosed for the post-Transactions board at appointment; prior committees (Audit, Compensation, Nominating & Governance) were wholly independent under the 2025 proxy period .
• Director compensation: Only Outside Directors receive director compensation; employee directors do not receive Outside Director cash/RSU retainers .

Investment Implications

• Alignment and risk controls: Strong governance policies (clawbacks; anti-hedging/pledging; ownership guidelines) reduce misalignment and hedging/pledge-related risk for senior financial officers like the CAO .
• Execution credibility: As principal accounting officer since 2019 and now a director, Gill-Charest’s dual role enhances oversight continuity through the Skydance-Paramount integration, but it also means she is a non-independent director, concentrating influence among management (monitor independence safeguards at the committee level) .
• Performance-driven pay environment: Company-wide STIP/LTIP frameworks emphasize financial outcomes and rTSR; recent PSU forfeitures and above-target STIP factor achievements indicate both rigor and improving operations, supportive of disciplined capital allocation and reporting under her remit .
• Data gaps: No public disclosure of Gill-Charest’s specific salary/bonus/equity grants, severance/CIC terms, or ownership amounts; monitor future filings (annual report, Form 8-Ks) and Form 4s for insider activity to assess vesting-driven selling pressure and retention signals .