ISS, an influential shareholder advisory firm, has recommended “withhold” votes for the three Discovery directors up for reelection at the April annual meeting “due to poor stewardship” in compensation.It cited longstanding concerns over pay at the company that most recently include a “problematic” severance arrangement and a $200 million stock option grant in CEO David Zaslav’s latest employment agreement. “Based on an evaluation of estimated cost, plan features, and grant practices, support for the equity plan proposal is not warranted,” ISS said.Zaslav’s total pay package came to more than $246 million for 2021, inflated by the option grants in the new contract awarded last year that extends him through 2027.
But ISS took issue with most elements of his compensation.ISS is a proxy advisory firm — proxies being documents companies send shareholders each year laying out executive compensation, board members up for election and other company proposals up for vote at the annual meeting.
Discovery’s is set for April 8. (It held a special shareholder meeting earlier this month to vote on its upcoming merger with WarnerMedia.)ISS analyses public data, scores companies on various metrics and make recommendations.
On a scale of one to 10, it rated Discovery’s board structure, compensation, shareholder rights and audit & risk oversight all tens, the highest risk.
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