Warner Bros. Discovery shareholders are being urged to vote against CEO David Zaslav’s $550 million-plus golden parachute payout tied to the company’s proposed merger with David Ellison’s Paramount Skydance, as concerns mount over what critics describe as an excessive executive “windfall.”

Influential proxy advisory firm Institutional Shareholder Services has recommended a “no” vote at the company’s April 23 special shareholder meeting, citing governance issues within the package.

In its report, ISS stated that the payout includes “problematic” elements such as tax reimbursements and accelerated stock vesting. The firm noted that “the estimated $335 million excise tax gross-up for Zaslav… represents an extraordinary cost that is inconsistent with common market practice, and most companies have eliminated such entitlements as a matter of good governance.”

The advisory firm also criticised the structure of Zaslav’s equity awards, saying the “single-trigger vesting acceleration… is not a best practice, and the full vesting acceleration of very recently granted equity intended to cover multiple years represents a windfall.”

According to filings by Warner Bros. Discovery, Zaslav’s total potential payout could reach $886.8 million, including $34.2 million in cash severance and $517.2 million in equity in the combined company.

Despite opposition to the payout, ISS backed the broader merger, valued at $111 billion, noting that “the proposed transaction is the result of a competitive sales process and public bidding war… which provides shareholders comfort that the proposed deal is the best available.”

While the shareholder vote is advisory, a rejection would signal growing investor dissatisfaction with executive compensation at the media giant.