Charles Phillips Jr., who led the Paramount Global board’s special committee that ultimately approved an $8 billion merger with David Ellison’s Skydance Media, is exiting his position at the end of October.
The Infor chairman, who at times raised concerns about the Skydance deal, is resigning to focus more of his time on Recognize, an investment firm he co-founded and launched back in 2020.
“As my firm Recognize launches a second fund next month, the expansion and growth unfortunately leave less time for outside commitments,” the former Infor CEO wrote in his resignation later filed with the U.S. Securities and Exchange Commission on Friday. “It’s been an honor to serve on the Viacom, ViacomCBS, and Paramount boards in a dynamic industry. I wish the company and its many talented employees well in the future.”
Phillips Jr. originally joined the Viacom board back in 2004 and stayed on following the company’s merger with CBS in 2019. In addition to serving on Paramount Global’s special committee, he was a member of the media giant’s audit, nominating and governance committees.
He previously served as Infor’s CEO from 2010 to 2019. Prior to Infor, he was president of Oracle Corporation – the software giant co-founded by David’s father and new Paramount’s controlling shareholder Larry Ellison – from 2003 to 2010 and served as a member of its board and executive management committee from 2004 to 2010. He also served on Morgan Stanley’s board of directors and was a managing director of the bank’s technology group.
In addition to being Infor chairman, Phillips is a board member of the Federal Reserve Bank of New York, the Apollo Theater, Business Executives for National Security and the New York Police Foundation. He also served on President Obama’s Economic Recovery Board led by Paul Volcker and is a member of the Council on Foreign Relations.
Paramount’s merger with Skydance, which will see the Ellison family and Gerry Cardinale’s RedBird Capital Partners acquire Redstone’s controlling stake through her holding company National Amusements, is expected to close in the first half of 2025.
The months-long saga had several twists and turns, including rival offers from Sony Pictures Entertainment and Apollo Global Management and former Warner Music Group CEO Edgar Bronfman Jr., as well as interest from Barry Diller and Byron Allen. In June, negotiations with Skydance briefly ended all together as Paramount shareholders expressed concern that the deal was prioritizing Redstone at the expense of the rest of the investor base, with some threatening to sue.
Mario Gabelli, the largest Paramount class A shareholder behind Redstone whose GAMCO Investors Inc. represents clients that own 5 million class A shares and 1 million class B shares, has filed a books and records request seeking more information about the specifics of the deal.
Meanwhile, the Employees’ Retirement System of Rhode Island has asked a Delaware court to order Paramount to turn over documents and communications related to its talks with Skydance, citing concerns that Redstone was interfering with the board’s ability to find the best deal for shareholders.
Additionally, Paramount investor Scott Baker has filed a proposed class-action lawsuit, arguing the Skydance deal is a breach of Redstone and the Paramount board’s fiduciary responsibilities and that non-NAI class B shareholders will suffer $1.65 billion in damages from the transaction.
In addition to Phillips Jr., three other board members who were on the special committee — Dawn Ostroff, Nicole Seligman and Frederick Terrell — as well as board member and controlling shareholder Shari Redstone’s longtime attorney Rob Klieger departed their positions following the company’s annual meeting in June.
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