“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 wrote in its report to investors.
In addition to the special tax treatment for Zaslav, ISS found that the overall parachute payment for him is mostly the result of what are called single-trigger benefits. A single-trigger on an executive’s stock-based equity compensation means that the equity qualifies for accelerated vesting based on one event, which is usually when a company’s ownership changes. Most large-cap companies have double-trigger vesting, meaning there needs to be both a change-in-control of the company and that the executive loses their job. The awards for executives other than Zaslav are subject to double-trigger vesting, but most of Zaslav’s outstanding equity will just automatically accelerate based on the acquisition, ISS wrote.
Warner Bros. disclosed that if the deal were to take place in 2027, no excise tax payment would happen for Zaslav. However, Paramount Skydance and Warner Bros. are working to complete the merger as soon as possible and expect it to close by the end of the third quarter of 2026 in September.
Warner Bros shareholders will vote on the Paramount acquisition and on executives’ golden parachute payouts on April 23, though votes on the payouts are purely advisory and non-binding.
Warner Bros. did not respond to a request for comment on ISS’s recommendation.
