Paramount CEO David Ellison is set to receive awards of $50 million in cash and $100 million in stock tied to the closing of the company’s pending $110 billion merger with Warner Bros. Discovery.
Meanwhile, the media giant’s Chief Strategy and Operating Officer Andy Gordon will receive a $15 million cash award and $23 million stock award, while Chief Legal Officer Makan Delrahim will receive a $12.5 million cash award and $12.5 million stock award.
The awards, which were disclosed in an amended 10-K filing with the U.S. Securities and Exchange Commission on April 24, will be paid in a lump sum amount within 30 days of the deal’s closing. The restricted stock units will vest in equal quarterly installments over a five-year period following the closing.
The cash and stock awards come as Ellison raked in $63.2 million in compensation for the period covering the Skydance merger closing on Aug. 7 to Dec. 31, 2025, while Gordon received $48.5 million and Delrahim received $63.6 million for the period.
The Paramount-WBD merger, which has secured shareholder approval but is still subject to regulatory approval, is expected to close by the third quarter.
Regulators in the U.K. are gearing up to begin their review of the deal, with its deadline for public comments closing just last week. Paramount has also asked the FCC to approve its foreign investment in the deal, with those investors accounting for 49.5% of the equity of the combined company, and says there’s “no statutory impediments” remaining after the Department of Justice’s Hart-Scott-Rodino review period expired, though the regulator can still get involved at anytime in the process.
In addition to federal and international regulators, a group of U.S. state attorneys general led by California’s Rob Bonta are also reviewing the deal and weighing whether to take legal action against the merger. Bonta previously told TheWrap that “red flags are everywhere when you have a merger of this type” and that the states are prepared to “act timely,” but declined to provide a specific timeline for when a decision could be made.
In a recent regulatory filing, Paramount disclosed that it has received subpoenas, or civil investigative demands, from various state AGs that focus on the investigation by the Department of Justice and the competitive effects of the merger. It does not disclose which or how many state AGs sent subpoenas.
“We have been cooperating with the state attorneys general in responding to their requests,” Paramount said.
If the deal is not closed 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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