David Zaslav’s $887 Million Golden Parachute Rejected as ‘Problematic’ in Shareholder Advisory Firm’s Paramount-WB Assessment

Proxy advisory firm Institutional Shareholder Services is recommending that shareholders vote in favor of Paramount’s merger with Warner Bros. Discovery, but is rejecting David Zaslav’s “extraordinary” and “problematic” $887 million golden parachute compensation package in connection with the transaction.

The firm notes that the $110 billion deal is the result of a “competitive sales process and public bidding war between NFLX and PSKY, which provides shareholders comfort that the proposed deal is the best available.” It also said that shareholders are receiving a “meaningful premium to the unaffected share price” and that there’s a “potential downside risk of non-approval.”

However, it argues that the Warner Bros. Discovery CEO’s payout “represents one of the highest golden parachute estimates ever observed” due to a “problematic” $335.4 million tax reimbursement and “single trigger vesting acceleration” for the vast majority of the package’s unvested equity awards, meaning that Zaslav would be paid as soon as a change in control occurs.

Under the terms of the package, Zaslav will receive $34,219,178 in cash, $517,204,781 in equity, $44,195 in “perquisites and benefits.” The cash component includes $6 million in salary severance and $28.2 million in bonus severance. Meanwhile, the equity component includes $443,131,800 in options, 60,867,415 in restricted stock units and 13,205,566 in performance-based restricted stock units.

ISS argued that “auto-acceleration of unvested equity is not a best practice, and the full vesting acceleration of very recently-granted equity intended to cover multiple years represents a windfall.”

Additionally, Zaslav is eligible to receive a tax reimbursement, though the actual amount will “significantly decline with the passage of time” under IRS rules depending on when the deal closes. Had it closed on March 11, Zaslav would’ve been eligible for a $335.4 million tax reimbursement, bringing his estimated total compensation package to $887 million.

“Excise tax gross-ups represent an extraordinary cost that are inconsistent with common market practice, and most companies have eliminated such entitlements as a matter of good governance,” ISS added.

Based on current estimates from WBD’s outside tax advisers, if the Paramount-WBD closing were to occur in 2027, no tax reimbursement payment would be expected to be made to Zaslav.

ISS is one of the most influential proxy advisory firms, with many institutional shareholders following its recommendations. Its recommendations, which are updated through an annual survey with institutions, public companies and other stakeholder to gauge their views, aligned with management approximately 96% of the time for S&P500 companies during the 2025 proxy season.  

The Paramount-Warner Bros. merger is expected to close by the third quarter, subject to regulatory and shareholder approval. A shareholder vote is slated for April 23. The advisory vote on executive pay is non-binding.

In the event the transaction does not close by Sept. 30, WBD shareholders will receive a 25 cent per share “ticking fee” for each quarter until closing. In the event that the deal does not close at all due to regulatory matters, Paramount will pay WBD a $7 billion termination fee.

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