All articles tagged with #golden parachute
The Institutional Shareholder Services urged Warner Bros. Discovery to scrutinize or curb CEO David Zaslav’s proposed $886 million golden parachute tied to the Paramount sale, calling the excise tax gross-up and large equity awards a governance red flag even as ISS approved the sale’s competitive process.
Warner Bros. Discovery CEO David Zaslav could collect up to $887 million in a severance package if the company is acquired by Paramount Skydance in a $111 billion deal, including about $335 million to reimburse excise taxes. The compensation vote is nonbinding while shareholders vote on the sale, which is expected to trigger layoffs and cost cuts as the two studios and TV networks are consolidated. The arrangement has drawn criticism from ISS, highlighting the vast portion of the payout coming from stock vesting and the tax gross-up, amid broader concerns about debt and regulatory scrutiny surrounding the deal.
Proxy adviser ISS recommends Warner Bros. Discovery shareholders vote against CEO David Zaslav’s golden-parachute payout tied to the Paramount Skydance sale, citing a non-market tax gross-up and aggressive equity vesting as windfall risks, even as ISS backs the Paramount merger itself (enterprise value about $111B, closing anticipated in Q3 2026).
Institutional Shareholder Services urged Warner Bros. Discovery shareholders to vote down CEO David Zaslav’s golden parachute, calling the package extraordinary and problematic largely due to an excise tax gross-up; while ISS backs the Paramount Skydance sale, the pay is advisory and could still be paid depending on merger timing, with the eventual value likely closer to $600 million as vesting progresses, underscoring governance concerns about executive compensation in big M&A deals.
David Zaslav is slated to receive more than $550 million in merger-related pay tied to Paramount Skydance’s takeover of Warner Bros. Discovery, including $34.2 million in cash severance and about $517.2 million in equity, plus roughly $335 million in potential tax reimbursements that would decline over time; the filing also lists seven-figure packages for other WBD executives. The total is contingent on deal timing (closing targeted for 2026) and contingencies such as a ticking fee if the merger delays, and WBD cautions that these amounts are estimates that could differ materially. Zaslav recently sold about $114 million of WBD stock, and there was a previously unverified Nobelis Capital bid mentioned in the filing.