Key insights
- Proxy adviser ISS is urging Warner Bros Discovery shareholders to reject executive pay packages tied to the proposed merger with Paramount Skydance, citing misalignment between pay and performance and excessive potential payouts for CEO David Zaslav. This, coupled with potential lawsuits from US states and an EU review, introduces significant uncertainty around the merger's completion, which could negatively impact WBD's stock if the deal falters or is significantly altered.
June 8 (Reuters) - Proxy adviser ISS on Monday urged Warner Bros Discovery shareholders to vote against executive pay and exit packages for CEO David Zaslav and other top executives tied to the company’s merger with Paramount Skydance.
Warner Bros shareholders in April backed the proposed $110 billion merger, but cast an advisory vote against executive compensation plans tied to the deal.
Here are some details:
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ISS said Zaslav’s base salary of $3 million and target short-term bonus of $22 million were both significantly above peer medians.
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Under the pay packages proposed to executives, CEO David Zaslav could receive up to $887 million if the sale is completed. ISS had said Zaslav’s potential payout was "extremely large."
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ISS said its analysis indicates a "misalignment between CEO pay and company performance."
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According to ISS, the compensation committee’s response to the failure in last year’s annual pay vote was poor. The pay proposals had received only 40.5% of votes cast.
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The adviser recommended shareholders withhold support for five compensation committee members - Paul Gould, Richard Fisher, Debra Lee, Kenneth Lowe and Geoffrey Yang - citing their failure to respond to shareholder concerns following the failed pay vote.
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California, New York and other U.S. states are preparing a lawsuit to block the merger, sources familiar with the matter told Reuters last week.
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The European Union will decide by July 7 whether to clear the deal. Critics, including some Hollywood stars, have said it could endanger film and television jobs.
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