Proxy Firm ISS Denounces David Zaslav’s $887 Million Golden Parachute in Warner Bros.-Paramount Merger

Proxy firm ISS urges investors to vote against David Zaslav’s "extraordinary" $887 million golden parachute in the Warner Bros.-Paramount Skydance merger.

By: AXL Media

Published: Apr 9, 2026, 4:57 AM EDT

Source: Information for this report was sourced from Fortune and Warner Bros. Discovery Proxy Filings

The Magnitude of the Paramount-Warner Bros. Merger

The media landscape is bracing for a monumental shift as Warner Bros. Discovery moves toward a $77.7 billion acquisition by Paramount Skydance. This massive consolidation aims to create a dominant entertainment entity capable of competing with global streaming giants. While Institutional Shareholder Services (ISS) supports the strategic rationale of the deal, it has voiced strong opposition to the compensation framework accompanying it. The merger, expected to close by September 2026, would unite two of Hollywood’s most storied studios, yet the focus of institutional investors has shifted toward the "unprecedented" scale of the executive exit packages.

Deconstructing Zaslav’s $887 Million Payout

David Zaslav’s potential $886.8 million golden parachute stands as one of the largest ever recorded in corporate history. ISS reports that over 94% of this value is derived from two controversial mechanisms: an excise tax gross-up and the automatic acceleration of equity. Unlike most modern executive contracts, which utilize "double-trigger" provisions requiring both a change in control and a loss of employment, Zaslav’s package features "single-trigger" benefits. This means his stock-based compensation vests immediately upon the deal's closure, regardless of whether he continues to serve as a co-CEO or chairman of the combined entity.

The Controversy of the Excise Tax Gross-Up

A primary point of contention for ISS is a $335 million "excise tax gross-up" earmarked for Zaslav. This rare payment is designed to cover a 20% IRS penalty triggered when executive compensation exceeds three times their average pay during a merger. By providing a gross-up, the company effectively pays the executive’s taxes for them, ensuring they receive the full intended windfall. ISS described this cost as "extraordinary" and inconsistent with current market standards, noting that other Warner Bros. executives are not receiving similar tax protections.