Paramount Confirms That Board Members Will Step Down at Annual Meeting Amid Skydance Deal Talks

Four board members at Paramount Global will step aside as talks continue with the David Ellison-led Skydance Media, the company confirmed Thursday in its proxy filing.

Dawn Ostroff, Nicole Seligman, Frederick Terrell and Rob Klieger will all depart the company’s board in the next few months, with Paramount telling shareholders in its annual proxy filing that they would not be standing for reelection. Paramount’s annual meeting has been scheduled for June 4, it is not immediately clear when the directors will leave the company.

Ostroff only joined the board a year ago. In the filing, the company said that the seven board nominees would be Robert M. Bakish, Barbara M. Byrne, Linda M. Griego, Judith A. McHale, Charles E. Phillips Jr., Shari E. Redstone and Susan Schuman.

Paramount — controlled by non-executive chair Redstone via her family’s National Amusements Inc. holding company — is in exclusive talks with Skydance about a sale that would see the Ellison company acquire NAI and subsequently merge with Paramount.

Paramount reportedly turned down an all-cash bid from private equity giant Apollo in favor of the Skydance talks, sparking concern from some third-party shareholders.

Seligman, Ostroff and Terrell all serve on the Paramount board’s independent committee tasked with evaluating offers. It is not clear if their departures will impact those talks, or were due to those talks.

In the proxy filing, Paramount simply noted that it was nominating seven people to be directors at this year’s annual meeting, and that “effective as of the Annual Meeting, the size of the Board will be reduced to seven directors” from the current 11.

The proxy filing also disclosed Paramount’s top executive pay packages, with CEO Bakish earning $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 comp. That was down slightly from $32 million a year earlier.

Bakish’s compensation package had totaled $20 million in 2021, followed by a jump in 2022 due to a $16 million stock awards grant.

CFO Naveen Chopra had a compensation package of $8 million in 2023, up slightly from $6.5 million the year prior.

Early this year, Bakish urged his staff to prioritize “managing costs” and earnings growth in 2024. The CEO later made things official, unveiling plans for job reductions in the U.S., an estimated 800 according to sources, and cuts abroad over time.

Paramount’s stock dropped in 2023 to the tune of 17 percent.