Dive Brief:

• Newly-minted Paramount Skydance CFO Dennis Cinelli will receive an annual base salary of “no less than” $2.6 million, as well as an annual target bonus of $1.1 million, in association with his appointment to the role effective Thursday, according to a securities filing. In association with the appointment, he resigned from the company’s board and audit committee where he has served since September with Paramount tapping Andrew Campion as a new director, according to a Wednesday press release.
• The CFO appointment comes just days after the Los Angeles-based entertainment company filed suit against Warner Bros in a Delaware Chancery Court, escalating an already fraught bidding war for the media company which in December agreed to a $82.7 billion stock-and-cash offer from streaming service Netflix.
• The suit accuses Warner Bros. Discovery of failing to provide adequate information to company stockholders regarding the details of the Netflix acquisition, and is asking the court for “disclosure of basic information to enable WBD shareholders to make informed decisions,” according to a Paramount letter addressed to Warner Bros shareholders made public Monday.

Dive Insight:

Cinelli will lead tax, accounting and investor relations at the entertainment business as its CFO, according to the release. He is taking over the CFO seat from Andrew Warren, who has served in the role on an interim basis since June — when former finance chief Naveen Chopra departed to take the top finance seat at gaming company Roblox, CFO Dive previously reported. Warren will continue to serve at Paramount on an advisory basis, the company said.

An alum of the rideshare giant Uber and General Electric, Cinelli most recently served as CFO for private AI business Scale AI, according to his LinkedIn profile. He previously logged a six-year span at Uber beginning in 2016, serving in such roles as VP, global head of strategic finance, and also previously was CFO of GE Ventures — the venture arm of General Electric — for two years.

Cinelli is also set to receive a one-time signing bonus of $500,000, subject to repayment in full should his employment be terminated before his first year as CFO, “for any reason other than by the Company without ‘cause’ or by Mr. Cinelli for ‘good reason,’” according to the filing with the Securities and Exchange Commission.

In a statement included in the Wednesday release, Paramount CEO David Ellison praised Cinelli’s chops as a financial leader, noting he has “enormous respect for his financial acumen and tremendous track record of guiding high-growth technology companies, including G.E. Ventures, Uber, and Scale AI, through periods of scale and transformation.”

The Uber alum is taking the CFO seat as Paramount increases the pressure on Warner Bros.’ shareholders. Paramount has made repeated efforts to acquire Warner Bros, including a $77.9 billion hostile takeover bid to shareholders December following the Netflix announcement. On Dec. 22, the company announced amendments to its tender offer of $30 per share which includes a personal guarantee by its controlling shareholder and Oracle founder Larry Ellison, who agreed to provide $40.4 billion of the equity financing for the offer, as well as any damages claims.

On Monday, Paramount reiterated its statement that Warner Bros’ board had failed to meaningfully engage with its tender offer, noting it is “surprised by the lack of transparency on WBD's part regarding basic financial matters,” The company also doubled down on its assertion that it’s offer is superior to Netflix’s.

“WBD has provided increasingly novel reasons for avoiding a transaction with Paramount, but what it has never said, because it cannot, is that the Netflix transaction is financially superior to our actual offer,” the company wrote in its Monday press release.

As well as asking the court to disclose further details, Paramount also announced its intent to kick off a proxy battle at Warner Bros’ next shareholder meeting. The company plans to “nominate a slate of directors who, in accordance with their fiduciary duties, will exercise WBD's right under the Netflix Agreement to engage on Paramount's offer and enter into a transaction with Paramount,” according to the Monday letter.

Warner Bros. board unanimously rejected Paramount’s tender offer, noting in a letter to shareholders last January that it “is inferior given significant costs, risks and uncertainties as compared to the Netflix merger.”

On Thursday, Delaware Chancery Judge Morgan Zurn reportedly rejected a bid by Paramount to expedite its suit, stating the entertainment company had failed to show it would ‘suffer irreparable harm’ from the lack of adequate information it is accusing Warner Bros of sharing in its disclosures, accoridng to a report by Bloomberg.

Paramount declined to comment on Cinelli’s appointment beyond its press release.