Is David Zaslav eligible to receive more than $500 million in connection with the sale of Warner Bros. Discovery to David Ellison’s Paramount Skydance?
Influential shareholder advisory services firm ISS believes that the WBD CEO’s “golden parachute” dividend package is unjust because it includes “questionable” tax refunds and accelerated stock vesting for executives, and has recommended that WBD investors vote against the measure at the media outlet’s April 23 special general meeting.
Warner Bros. Discovery’s shareholder vote on the severance agreement with Zaslav and other executives is advisory only, meaning the board has the final say on whether to approve the payments. However, voting “no” on the golden parachute payment would be a move that symbolizes the unhappiness of WBD investors. We note that shareholders voted against the company’s executive remuneration package last year.
Meanwhile, in a report issued Wednesday, ISS recommended that Warner Bros. Discovery shareholders vote in favor of the Paramount merger, which would value the company at $111 billion. The transaction between the two companies is pending regulatory approval. Paramount and WBD said 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 estimated the maximum payout for Zaslav’s golden parachute at $886.8 million. However, this includes WBD’s estimated $335.4 million in Mr Zaslav’s tax refunds, which will “significantly decline over time.” For example, if the Paramount-WBD deal closes in 2027, no tax refund is expected for Zaslav. The executive’s package also includes a cash severance package of $34.2 million and estimated capital for the combined company of $517.2 million.
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“While the more than $886 million value disclosed in CEO Zaslav’s golden parachute table represents one of the highest estimated golden parachute values ever observed, the proxy notes that this value may be reduced depending on the timing of the merger,” ISS said.
ISS said Zaslav’s estimated total excise tax liability of $335 million, although that number is expected to decline, “represents extraordinary costs that are inconsistent with prevailing market practices, and most companies have abolished such rights as a matter of good governance.” The company also said that the single-trigger vesting acceleration of Zaslav’s unvested stock awards, including the most recent grant in January 2026, “is not a best practice, and the full vesting acceleration of the most recently granted shares covering multiple years is a windfall.”
ISS fully supports Paramount’s plan to acquire Warner Bros. Discovery.
“The proposed transaction is the result of a competitive sale process and public bidding war between (Netflix) and (Paramount Skydance) and provides reassurance to shareholders that the proposed transaction is the best available,” ISS said. “Additionally, support for the proposed transaction is justified given that shareholders receive a significant premium over the unaffected share price, there is a potential downside risk of non-approval, and the cash consideration provides liquidity and value certainty for shareholders.”
ISS, based in Rockville, Maryland, says it “provides independent, non-political research and recommendations according to criteria selected by the sophisticated institutional investors who freely utilize our services.”
