An advisory firm that counsels the largest institutional investors on how to vote at shareholder meetings is recommending investors support Warner Bros. Discovery’s $77.7 billion acquisition by Paramount Skydance but is against a golden-parachute proposal that would see executives collect a total of $1.35 billion after the deal goes through.
In a report issued on Wednesday, Institutional Shareholder Services (ISS) said support for the “extraordinary golden parachute” proposal, which it valued at $886.8 million in payments for Warner Bros. CEO David Zaslav and $466.2 million for the other executives, wasn’t warranted. ISS took issue with an “excise tax grossup” estimate of $335 million for Zaslav and hundreds of millions he stands to collect just because the deal between the two companies is happening.
It’s unclear if Zaslav will have a future role at the combined entity or with one of its affiliates or if he will continue on in a senior role. When Warner Bros. was weighing rival offers from David Ellison’s Paramount Skydance and Netflix last year, Ellison and his father, Oracle co-founder Larry Ellison, dangled a compensation package worth “several hundred million dollars” to Zaslav, according to the deal disclosures. David Ellison also floated Zaslav becoming chairman of the combined company’s board, and then upped it to a co-CEO and co-chairman title.
As of Warner Bros. proxy report filed last month, none of the executive officers have made an employment deal with Paramount, the combined company, or any of its affiliates. If Zaslav stepped into a chairman or CEO role, his golden parachute pay wouldn’t be consolation for losing a job, as is common, since he would be moving into another role at the combined company.
“The value disclosed in the golden parachute table for CEO Zaslav at over $886 million represents one of the highest golden parachute estimates ever observed, though the proxy notes that this value may decline depending on merger timing,” ISS wrote in its report to investors.
The proxy advisory firm said it had “significant concerns” about the $335 million agreement to cover an excise tax Zaslav will incur as a result of the acquisition, describing the so-called grossup agreement as “an extraordinary cost” inconsistent with common market practice. An excise tax gross-up payment from a company to an executive is rare. The payments cover a 20% additional tax burden triggered by the IRS when an executive collects more than three times their average total compensation. The excise gross-up payment gives the executive enough additional cash so that they’re left as if the excise tax never hit them. The other Warner Bros. executives are not getting an excise tax, ISS noted.
In addition to the special tax treatment for Zaslav, ISS found that the overall parachute payment for him is mostly the result of what are called single-trigger benefits. A single-trigger on an executive’s stock-based equity compensation means that the equity qualifies for accelerated vesting based on one event, which is usually when a company’s ownership changes. Most large-cap companies have double-trigger vesting, meaning there needs to be both a change-in-control of the company and that the executive loses their job. The awards for executives other than Zaslav are subject to double-trigger vesting, but most of Zaslav’s outstanding equity will just automatically accelerate based on the acquisition, ISS wrote.
That includes awards the Warner Bros. board gave Zaslav in January, including more than 3 million stock options and 2 million restricted stock units that ISS valued at a total of $107 million, although the options could potentially be worth less. ISS’s report states that more than 94% of the value of Zaslav’s $887 million in payments was because of the tax gross-up payment and equity that will automatically accelerate just because of the deal.
Warner Bros. disclosed that if the deal were to take place in 2027, no excise tax payment would happen for Zaslav. However, Paramount Skydance and Warner Bros. are working to complete the merger as soon as possible and expect it to close by the end of the third quarter of 2026 in September.
Warner Bros shareholders will vote on the Paramount acquisition and on executives’ golden parachute payouts on April 23, though votes on the payouts are purely advisory and non-binding.
Warner Bros. did not respond to a request for comment on ISS’s recommendation.
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