Does David Zaslav deserve to receive more than half a billion dollars in connection with the sale of Warner Bros. Discovery to David Ellison’s Paramount Skydance?
Influential shareholder advisory services firm ISS believes the WBD CEO’s “golden parachute” payout package is unwarranted — because it includes “problematic” tax reimbursements and accelerated stock vesting for the exec — and has recommended that WBD investors vote against the measure at the media company’s April 23 special shareholder meeting.
The Warner Bros. Discovery shareholder vote on the severance agreements with Zaslav and other executives is only an advisory measure — meaning the board has the final say about whether to approve the payouts. But a “nay” vote on the golden parachute payouts would be a symbolic gesture representing unhappiness by WBD investors; note that shareholders last year voted against the company’s executive compensation packages.
Meanwhile, ISS, in the report issued Wednesday, recommended that Warner Bros. Discovery shareholders vote in favor of the Paramount merger, which carries an enterprise value of $111 billion. The companies’ deal is pending regulatory approvals. Paramount and WBD say they expect the deal to close in the third quarter of 2026.
A WBD spokesperson declined to comment on the ISS report.
In its SEC disclosure, Warner Bros. Discovery put a top value of $886.8 million on Zaslav’s golden parachute payouts. However, that includes WBD’s estimate of $335.4 million for Zaslav’s tax reimbursement, which will “significantly decline with the passage of time”; for example, if the Paramount-WBD closing were to occur in 2027, no tax reimbursement payment would be expected to be made to Zaslav. The exec’s package also includes $34.2 million in cash severance and an estimated $517.2 million in equity in 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 said.
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ISS said the estimated $335 million excise tax gross-up for Zaslav, even though that figure is expected to decline, “represent an extraordinary cost that are inconsistent with common market practice, and most companies have eliminated such entitlements as a matter of good governance.” The firm also said the single-trigger vesting acceleration of Zaslav’s unvested equity awards, including grants recently made in January 2026, “is not a best practice, and the full vesting acceleration of very recently granted equity intended to cover multiple years represents a windfall.”
Regarding the proposed Paramount takeover of Warner Bros. Discovery, ISS is all for it.
“The proposed transaction is the result of a competitive sales process and public bidding war between [Netflix] and [Paramount Skydance], which provides shareholders comfort that the proposed deal is the best available,” ISS said. “Further, shareholders are receiving a meaningful premium to the unaffected share price, there is a potential downside risk of non-approval, and the cash consideration provides liquidity and certainty of value to shareholders. Given these factors, support for the proposed transaction is warranted.”
ISS, based in Rockville, Maryland, says it “provides independent and apolitical research and recommendations that are responsive to the criteria selected by sophisticated institutional investors who freely choose to use our offerings.”
From Variety US