Andrew Warren

About Andrew Warren

Andrew “Andy” C. Warren is Paramount Global’s Executive Vice President and Chief Financial Officer (principal financial officer) and, since the Skydance transaction, a member of the Paramount board of directors. He joined Paramount as Strategic Advisor to the Office of the CEO in 2024, became Interim CFO effective June 27, 2025 (age 58), and was appointed EVP & CFO and director upon closing of the Skydance transactions on August 6–7, 2025 . Warren previously served as CFO of Discovery Communications (2012–2017), CFO of STX Entertainment (2017–2023), and as CFO of the NBCU Television Group and Liz Claiborne (prior roles) . For context on Paramount’s recent performance levers used in incentive plans, the company reported 2024 adjusted OIBDA of $3.18B, FCF $560M, DTC OIBDA $(413)M, DTC revenue $7.82B against 2024 STIP targets, and Class B stock price performance of -30.09% for 2024; Warren assumed CFO responsibilities in 2025 .

Past Roles

External Roles

• No additional public company board roles disclosed beyond Paramount board appointment at transaction close .

Fixed Compensation

• As of the latest filings, Paramount has not disclosed Andrew Warren’s specific base salary, target bonus, or 2025/2026 equity award values. His appointment as Interim CFO (June 2025) and subsequent EVP & CFO (Aug 2025) were disclosed without individual compensation terms .

Performance Compensation

Paramount’s senior executive incentives (applicable to NEOs and expected to cover the CFO role) emphasize pay-for-performance via annual cash (STIP) and long-term equity (TRSUs/PSUs):

• STIP design and 2024 results (Company framework and outcomes)

• LTI program structure

• Pay-for-performance philosophy: For 2024, ~80% of non-CEO NEO target pay and ~81% of Co-CEO pay were “at risk,” with metrics selected from budgeted Adjusted OIBDA, FCF, DTC OIBDA, and DTC Revenue to emphasize profitability and streaming economics .

Equity Ownership & Alignment

Employment Terms

Note: The CFO is typically a Named Executive Officer; however, Warren’s own agreement and CIC enrollment were not disclosed. The above summarizes Paramount’s disclosed NEO frameworks as context .

Board Governance (including Director Compensation and Dual-Role Implications)

• Board service: Warren was appointed to the Paramount board effective August 6, 2025, concurrent with the Skydance closing (board reconstitution listed four directors) .
• Committee roles: No committee assignments for Warren were disclosed at appointment; Paramount’s Corporate Governance Guidelines require all Board committees to be comprised entirely of independent directors .
• Dual-role implications: Warren is both an executive officer (CFO) and a director. Company policy provides that only “Outside Directors” (non-employees) receive director compensation; as an executive, Warren would not receive outside director fees .
• Director compensation (policy levels in 2024):
  • Cash retainers: Non-Executive Chair $300,000; other Outside Directors $100,000; committee chairs $20,000; $2,000 per committee meeting .
  • Annual equity: $200,000 in RSUs granted at the annual meeting; pro-rata RSUs for mid-year joiners; one-year vest (earlier of first anniversary or next annual meeting) .
  • Director stock ownership: 5x standard annual Board retainer ($500,000) within three years .

Performance & Track Record

• Background/education: Finance & Economics degree (James Madison University); began career in GE’s Financial Management Program; senior roles at GE and NBCU before CFO roles at Liz Claiborne, Discovery Communications, and STX Entertainment .
• Company performance context (pre-CFO): Paramount disclosed 2024 Class B stock price performance of -30.09% and negative net income, alongside 2024 STIP outperformance on adjusted OIBDA, FCF, and DTC metrics (DTC OIBDA capped at 200%) . Warren’s CFO tenure began in 2025.

Say-on-Pay & Shareholder Feedback

• 2023 advisory say-on-pay support: 96% of voting shares; 75% excluding controlling shareholder .
• Governance practices noted: independent compensation consultant (ClearBridge) with no conflicts; robust clawback; anti-hedging/anti-pledging; no excise tax gross-ups; no single-trigger CIC .

Additional Disclosures (Transactions/Structure)

• Skydance combination and board/officer transitions were completed on Aug 6–7, 2025; Warren named EVP & CFO and appointed to board; Jeff Shell named President (PEO). Paramount executed supplemental indentures and credit agreement joinder at close (Warren appears as signatory on multiple exhibits) .

Investment Implications

• Compensation alignment: Paramount’s CFO compensation framework is expected to be governed by a highly performance-weighted plan (STIP metrics tied to OIBDA/FCF/DTC profitability plus rTSR-oriented PSUs), improving pay-for-performance alignment; watch the first disclosed package for Warren to confirm risk-reward balance and ownership guidelines adherence .
• Retention and CIC risk: Paramount’s NEO CIC plan (2x cash + full equity vesting at target; 24 months benefits) can be significant in strategic change scenarios; clarity on Warren’s specific CIC eligibility would refine retention and parachute risk assessment .
• Dual-role governance: Warren’s seat on the board alongside executive duties raises standard independence considerations; guidelines require independent-only committees, mitigating committee-level conflicts. Monitor any future committee assignments and governance disclosures post-integration .
• Trading signals: Absence of accessible recent Form 4s prevents evaluation of near-term insider buying/selling pressure around the CFO transition and transaction close. Monitor upcoming Form 4s for any new equity grants, tax withholdings, or open-market activity to gauge alignment and liquidity needs.
• Execution lens: Warren’s prior CFO roles in large-scale media/entertainment (Discovery, NBCU; later STX) suggest experience with integration and portfolio optimization—key as Paramount targets DTC profitability and balance sheet resilience under the new structure .

References:

• EVP & Interim CFO appointment and biography (age, prior roles): SEC 8-K (June 9, 2025) and company press release .
• Board appointment and post-close officer slate: SEC 8-K (Aug 7, 2025) .
• STIP metrics, targets and 2024 results; program design: 2025 DEF 14A .
• LTI structure and rTSR framework: 2024/2025 DEF 14A .
• Executive ownership, anti-hedging/pledging, clawback: 2025 DEF 14A .
• CIC and non-CIC severance frameworks for NEOs: 2025 DEF 14A .
• Director compensation and independence constructs: 2025 DEF 14A .
• Pay versus performance/stock performance: 2025 DEF 14A .
• Education background: Crunchbase (degree and GE FMP) .