Andrew Brandon-Gordon

About Andrew Brandon-Gordon

Andrew Brandon-Gordon (“Andy Gordon”) was appointed Executive Vice President, Chief Strategy Officer and Chief Operating Officer (principal operating officer) of Paramount on August 7, 2025, and simultaneously joined the Board of Directors . He previously served as a Partner at RedBird Capital Partners, leading the Los Angeles office and TMT investment team, and spent a 35‑year career at Goldman Sachs in senior investment banking roles; he holds a B.A. from Wesleyan University and studied at the London School of Economics . Company performance context prior to his appointment: direct‑to‑consumer profitability improved by $1.2B in 2024, Paramount+ revenue rose 33% with subscribers reaching 77.5M, and CBS maintained the #1 U.S. primetime network status .

Past Roles

External Roles

Fixed Compensation

• Executive compensation details for Andrew Brandon‑Gordon have not been disclosed in the available filings and press releases. He serves as an executive officer and director; per Company policy, only outside directors receive Board fees, implying he would not receive director cash retainers/equity grants while serving as a management director .

Performance Compensation

• No Andrew‑specific annual incentive design or LTIP values have been disclosed. Company‑wide STIP metrics used for 2024 (context for executive pay design) were Adjusted OIBDA, Free Cash Flow, DTC OIBDA and DTC Revenue (80% weighting), with qualitative Strategy/Execution and Workforce Culture (20%), and payouts capped to mitigate risk .

Equity Ownership & Alignment

• Beneficial ownership for Andrew Brandon‑Gordon is not disclosed in the 2025 proxy (as of Feb 15, 2025 he was not listed among directors/NEOs). Company stock ownership guidelines for senior executives require holdings equal to 1x–3x cash base within five years (stock options excluded) . Company policies include an executive clawback (beyond SEC Rule 10D‑1), anti‑hedging, and anti‑pledging (applies to executive officers), all relevant to alignment and risk controls .

Employment Terms

• Appointment and role: Named Executive Vice President, Chief Strategy Officer and Chief Operating Officer (principal operating officer) on August 7, 2025; concurrently appointed to the Board .
• Treatment of outstanding awards at closing (Company‑wide): At the August 2025 closing, all Paramount options/RSUs/PSUs were assumed by Paramount Skydance Corporation. PSUs with performance periods not completed were converted into time‑based RSUs at target; converted awards retained vesting terms and qualifying termination acceleration provisions (performance conditions removed) .
• Governance/indemnification framework post‑closing: Amended and restated bylaws include indemnification rights aligned with parent guarantees; bylaws set committee formation and director compensation policies .

Board Governance

• Service and composition: Appointed as a director on August 7, 2025, alongside Jeffrey Shell, Andrew Warren, and Katherine Gill‑Charest (Ms. Groce ceased as director thereafter) . Pre‑close press release outlined a future 10‑member board (including Andy Gordon as CSO/COO and director‑designee) with three independent directors, subject to completion of the merger .
• Independence and dual‑role implications: Under Nasdaq rules and Company guidelines, employees are not independent directors; as a management director, Andrew Brandon‑Gordon would be non‑independent, impacting committee eligibility and governance balance unless committees remain entirely independent as stated .

Director Compensation

• Policy: Only outside directors receive Board cash retainers and annual RSU grants; annual RSU grant value for Outside Directors was $200,000 and cash retainer for non‑executive Chair $300,000, with committee chair fees and meeting fees as applicable . As an executive officer, Andrew Brandon‑Gordon would not be eligible for Outside Director compensation .

Compensation & Incentives Structure Analysis

• Conversion of PSUs to time‑based RSUs at target upon transaction closing reduces performance linkage and can increase near‑term vesting visibility—this may elevate medium‑term selling pressure if executives diversify post‑vesting (subject to insider trading windows and anti‑hedging/pledging policies) .
• Company maintains clawback and ownership guidelines, mitigating misalignment risks; absence of tax gross‑ups in CIC context for executives is shareholder‑friendly (Company policy noted in CD&A) .

Risk Indicators & Red Flags

• Dual role (executive + director) reduces board independence; employees are not independent, which can raise governance scrutiny unless committees remain fully independent per guidelines .
• Recharacterization of PSUs to time‑based RSUs at target for uncompleted performance periods reduces pay‑for‑performance rigor in the short term .

Investment Implications

• Governance: Andrew’s dual role (COO + director) implies non‑independence per Nasdaq standards; continued adherence to fully independent committees will be critical to investor confidence .
• Incentives and potential supply: Transaction‑driven conversion of PSUs to time‑based RSUs and the assumption of equity awards could create scheduled vesting events and potential selling pressure; monitoring Form 4 filings post‑vesting will be important .
• Execution: His capital markets and TMT operating background (RedBird; Goldman Sachs) aligns with Paramount’s transformation agenda; effectiveness should be assessed against Company KPI trends (DTC profitability, FCF, content performance) and strategic restructuring milestones disclosed in future filings .

Notes

• Compensation, severance, and CIC terms specific to Andrew Brandon‑Gordon were not disclosed in the available 8‑K and proxy filings. Future disclosures (employment agreements, 8‑K Item 5.02 updates, or next proxy) should be reviewed when filed.