Paramount Global Announces Departure of Four Board Members Amid Talks with Skydance Media

In a recent proxy filing, Paramount Global confirmed that four board members will be stepping aside as the company continues to engage in discussions with Skydance Media, led by David Ellison. The departing board members include Dawn Ostroff, Nicole Seligman, Frederick Terrell, and Rob Klieger, who will not be standing for reelection. While the exact departure dates have not been disclosed, Paramount's annual meeting has been scheduled for June 4.

Notably, Dawn Ostroff, who joined the board just a year ago, will be among those stepping down. The company stated in the proxy filing that Robert M. Bakish, Barbara M. Byrne, Linda M. Griego, Judith A. McHale, Charles E. Phillips Jr., Shari E. Redstone, and Susan Schuman have been nominated as the seven board members for the upcoming annual meeting.

Paramount, under the control of non-executive chair Shari E. Redstone and her family's National Amusements Inc. holding company, is currently in exclusive talks with Skydance regarding a potential sale. If finalized, the deal would involve Skydance acquiring National Amusements Inc. and subsequently merging it with Paramount.

Reports suggest that Paramount chose the Skydance talks over an all-cash bid made by private equity giant Apollo. This decision has raised concerns among some third-party shareholders. It remains uncertain whether the departures of Seligman, Ostroff, and Terrell, who are members of the independent committee responsible for evaluating offers, will affect the ongoing discussions or if their departures were prompted by them.

Paramount's proxy filing also outlined the executive pay packages of the company's top leaders. CEO Robert M. Bakish earned a total of $31.3 million in 2023, including a $3.1 million salary, $15.5 million in stock awards, and $12.4 million in non-equity incentive compensation. This amount slightly decreased from the $32 million he earned the previous year. In 2021, Bakish's compensation package amounted to $20 million, but it saw a significant increase in 2022 due to a $16 million stock awards grant.

Furthermore, CFO Naveen Chopra's compensation package for 2023 rose to $8 million from $6.5 million in the previous year. These figures were disclosed alongside Bakish's pay package in the proxy filing. Earlier this year, Bakish urged his staff to prioritize cost management and earnings growth in 2024, and later announced plans for job reductions, estimating around 800 layoffs in the U.S. and additional cuts internationally over time.

Paramount's stock experienced a decline of 17 percent in 2023, reflecting the challenges faced by the company during the year. As talks with Skydance progress, Paramount aims to navigate these changes and ensure a successful future for the company.