A prominent proxy advisory firm is calling on Warner Bros Discovery investors to reject compensation packages for top company executives linked to the media giant’s proposed Paramount Skydance deal.
ISS delivered its recommendation Monday, targeting CEO David Zaslav and other senior leadership’s pay arrangements connected to the massive corporate merger. Warner Bros investors already gave their approval to the $110 billion deal back in April, though they voted against the executive pay plans in an advisory capacity.
The proxy adviser highlighted several concerning aspects of the compensation structure:
ISS pointed out that Zaslav’s $3 million base salary and $22 million target short-term bonus both exceed what comparable executives typically earn. Should the sale move forward, the CEO stands to collect as much as $887 million under the proposed pay structure, which ISS characterized as “extremely large.”
The advisory firm’s review found evidence of a “misalignment between CEO pay and company performance.” ISS also criticized how the compensation committee handled last year’s failed annual pay vote, where only 40.5% of votes supported the proposals.
The firm is advising shareholders to withhold their backing from five compensation committee members: Paul Gould, Richard Fisher, Debra Lee, Kenneth Lowe and Geoffrey Yang. ISS cited their inadequate response to investor concerns following the unsuccessful pay vote.
The merger faces additional hurdles beyond shareholder approval. Sources told Reuters last week that California, New York and other states are preparing legal action to stop the deal. The European Union has until July 7 to make its decision on whether to approve the transaction.
Some Hollywood celebrities have spoken out against the merger, expressing concerns it could eliminate jobs in the film and television industry.
