Item 10. Directors, Executive Officers and Corporate Governance

Our Board of Directors

Our Board of Directors (“Board”) is currently comprised of ten members, each serving until the next annual meeting or until his or her successor is duly elected and qualified: David Ellison, Andrew Brandon-Gordon, Barbara M. Byrne, Andrew Campion, Gerald Cardinale, Safra A. Catz, Justin G. Hamill, Sherry Lansing, Paul Marinelli and John L. Thornton. The Board has three standing committees: the Audit Committee, the Compensation Committee and the Nominating and Governance Committee.

The following are biographies describing the backgrounds of our directors:

Chairman of the Board and Chief Executive Officer Age: 43 Director since: 2025 Committees: N/A		DAVID ELLISON Mr. Ellison has served as our Chairman and Chief Executive Officer since August 2025. Prior to becoming Chief Executive Officer of Paramount, Mr. Ellison served as founder and Chief Executive Officer of Skydance Media, LLC (“Skydance”) since 2010. Mr. Ellison is also on the board of advisors of the Ellison Institute, LLC and the board of directors of Harbor Lights Entertainment, Inc. We believe Mr. Ellison is qualified to serve as a member of our Board because of his significant experience in the entertainment and media industry and deep knowledge of Skydance’s business as founder and Chief Executive Officer of Skydance.
Chief Strategy Officer, Chief Operating Officer and Director Age: 61 Director since: 2025 Committees: N/A		ANDREW BRANDON-GORDON Mr. Brandon-Gordon has served as our Chief Strategy Officer and Chief Operating Officer and as a member of our Board since August 2025. He also currently serves on the board of directors of Harbor Lights Entertainment, Inc. Prior to becoming Chief Strategy Officer and Chief Operating Officer of Paramount, Mr. Brandon-Gordon served as a Partner of RedBird Capital Partners Management LLC since 2020, where he led the firm’s Technology, Media & Telecom investment vertical and its capital markets activities. Mr. Brandon-Gordon previously served as the Global Chairman of Investment Banking Services, Head of the West Region, Global Head of Media and Telecommunications for the Technology, Media and Telecom Group and Co-Head of the One Goldman Sachs Family Office of Goldman Sachs where he was employed from 1986 to 2020, and as a Partner of Goldman Sachs from 1998 until his retirement in 2020. We believe Mr. Brandon-Gordon is qualified to serve as a member of our Board because of his extensive management experience specifically in the sports, media, entertainment and financial services industries, his 35 years of investment banking experience and his extensive experience serving in a role as director.

III-1

Table of Contents

Director Age: 71 Director since: 2025 Committees: • Audit Committee (Chair) • Nominating and Governance Committee		BARBARA M. BYRNE Ms. Byrne has served as a member of our Board since August 2025. Ms. Byrne is a former Vice Chairman of Investment Banking at Barclays PLC and a former Vice Chairman of Lehman Brothers. Ms. Byrne served as a member of the boards of Paramount Global and its predecessor CBS Corporation since 2018 when she retired from investment banking. Ms. Byrne has served as a director of LanzaTech NZ Inc since 2023 and of Carta, Inc. since 2021. She previously served on the boards of Power School Holdings, Inc., Hennessy Capital Investment Corp. V and Slam Corp. She is also a Lifetime Member of the Council on Foreign Relations and the Audit Committee Leadership Network. She previously served as an Executive in Residence at Columbia Business School, a Trustee of the Institute of International Education, a Trustee of Mount Holyoke College and a member of the Investment Committee of Catalyst. We believe Ms. Byrne is qualified to serve as a member of our Board because of her more than 40 years of financial services experience and extensive business and financial expertise in complex transactions, risk management, strategy and other financial matters.
Director Age: 54 Director since: 2026 Committees: • Audit Committee		ANDREW CAMPION Mr. Campion has served as a member of our Board since January 2026. Mr. Campion currently serves as Chairman of Unrivaled Sports. Previously, Mr. Campion held executive leadership roles at Nike, including Chief Operating Officer, Chief Financial Officer and head of global strategy. Prior to Nike, Mr. Campion spent over 11 years with The Walt Disney Company, most recently serving as Senior Vice President of Corporate Development after prior leadership and management roles across global strategic planning, mergers and acquisitions, financial planning and analysis, operations planning, investor relations, and tax. Mr. Campion also currently serves on the boards of directors of Starbucks, Williams-Sonoma, Inc., Vuori, the Los Angeles 2028 Olympic and Paralympic Games, and the UCLA Anderson School of Management. He also founded, serves as a professor, and is the Director of UCLA’s Sports Leadership and Management Program. Mr. Campion and his wife are minority owners of the Real Salt Lake and Utah Royals professional soccer teams. We believe Mr. Campion is qualified to serve as a member of our Board because of his extensive experience in the public company sector, including expertise in business growth strategies and enterprise financial management.

III-2

Table of Contents

Director Age: 58 Director since: 2025 Committees: • Compensation Committee (Chair)		GERALD CARDINALE Mr. Cardinale has served as a member of our Board since August 2025. Mr. Cardinale is the founder of RedBird Capital Partners Management LLC and has served as its Managing Partner and Chief Investment Officer since 2014. Prior to founding RedBird Capital Partners Management LLC, Mr. Cardinale spent over 20 years at Goldman Sachs where he was a Partner from 2004 to 2012. We believe Mr. Cardinale is qualified to serve as a member of our Board because of his extensive investment and management experience specifically in the sports, media and entertainment industries and his extensive experience serving in a role as director.
Director Age: 64 Director since: 2025 Committees: • Compensation Committee		SAFRA CATZ Ms. Catz has served as a member of our Board since August 2025. Ms. Catz has been the Executive Vice Chair of Oracle Corporation since September 22, 2025, and has been a member of Oracle’s board of directors since 2001. At Oracle, Ms. Catz previously served as Chief Executive Officer, President, Chief Financial Officer, Executive Vice President, and Senior Vice President. Ms. Catz also previously served on the board of directors of The Walt Disney Company from 2018 to 2024. Prior to joining Oracle, Ms. Catz developed deep technology industry experience as a managing director with the investment banking firm Donaldson, Lufkin & Jenrette covering the technology industry. We believe Ms. Catz is qualified to serve as a member of our Board because of her extensive experience serving as an executive and director of large, complex global organizations and her valuable insight regarding the technology industry generally.

III-3

Table of Contents

Director Age: 48 Director since: 2025 Committees: • Audit Committee • Compensation Committee		JUSTIN HAMILL Mr. Hamill has served as a member of our Board since August 2025. Mr. Hamill is a Managing Director and the Chief Legal Officer at Silver Lake, a leading global technology investment firm. Prior to joining Silver Lake, Mr. Hamill served as Global Chair of M&A at Latham & Watkins LLP (“Latham”), a leading global law firm, where he advised public and private companies, investment funds, and financial institutions in negotiated and contested M&A transactions, leveraged buyouts, joint ventures, public and private investments, and restructurings. We believe Mr. Hamill is qualified to serve as a member of our Board because of his significant knowledge and expertise in advising public companies and their board rooms gained over years of representing clients in high-stakes transactions.
Director Age: 81 Director since: 2025 Committees: • Nominating and Governance Committee (Chair)		SHERRY LANSING Ms. Lansing has served as a member of our Board since August 2025. Ms. Lansing currently serves as Chairman of the board of directors of Universal Music Group. Ms. Lansing spent almost 30 years in the motion picture business, playing a key role in the production, marketing, and distribution of more than 200 films, including Academy Award winners Forrest Gump, Braveheart, and Titanic. In 1980, Ms. Lansing became the first woman to head a major film studio when she was appointed President of 20th Century Fox. Later, as an independent producer, Ms. Lansing was responsible for successful films such as Fatal Attraction, The Accused, School Ties, Indecent Proposal, and Black Rain. Returning to the executive ranks in 1992, she was named Chairman and CEO of Paramount Pictures and began an unprecedented tenure in that role that lasted more than 12 years (1992-2005). As a dedicated philanthropist, Ms. Lansing founded the Sherry Lansing Foundation, where she acts as Chief Executive Officer, in 2005, supporting vital initiatives that support cancer research, health, public education, and encore career opportunities. We believe Ms. Lansing is qualified to serve as a member of our Board because of her knowledge of Paramount’s studio and extensive experience in creative, executive and leadership roles, including as a director, at entertainment, media and content production companies.

III-4

Table of Contents

Director Age: 59 Director since: 2025 Committees: • Nominating and Governance Committee		PAUL MARINELLI Mr. Marinelli has served as a member of our Board since August 2025. Mr. Marinelli has served as President of Lawrence Investments, LLC, an investment firm owned by Lawrence J. Ellison, since 2015, and as Vice President from 2004 to 2015. From 1994 to 2004, he held various corporate development and finance positions at Cadence Design Systems, Inc., an electronic design automation software and services company, PricewaterhouseCoopers, a global professional services firm, and Emcon Services, Inc., an environmental engineering firm. Mr. Marinelli serves or has served as a director of several companies, including Skydance, Imagene AI Ltd., a precision oncology company using artificial intelligence to support personalized cancer treatment, Sensei Farms, a sustainable agriculture and innovative farming company, Autonomous Medical Devices Inc., a medical diagnostics company, LeapFrog Enterprises, a developer of educational entertainment for children, and Harbor Lights Entertainment, Inc. We believe that Mr. Marinelli is qualified to serve as a member of our Board because of his extensive experience in finance and business development.
Director Age: 72 Director since: 2025 Committees: • Nominating and Governance Committee		JOHN L. THORNTON Mr. Thornton has served as a member of our Board since August 2025. Mr. Thornton has served as Chairman of RedBird Capital Partners Management LLC since August 2023. Mr. Thornton is also Chairman of Barrick Mining Corporation and non-executive Chairman of Heron View Investments, L.P., a global investment firm. Mr. Thornton also serves as lead independent director on the boards of Ford Motor Company and Lenovo Group Limited. Mr. Thornton is a professor and director of Tsinghua University’s Global Leadership Program, and an advisory board member of Tsinghua’s School of Economics and Management and its School of Public Policy and Management. Mr. Thornton is co-chair of the Asia Society, chairman emeritus of the Brookings Institution in Washington, D.C., and is also on the advisory boards or board of trustees of African Leadership Academy, China Investment Corporation (CIC), China Securities Regulatory Commission, King Abdullah University of Science and Technology, McKinsey Advisory Council and Schwarzman Scholars. Mr. Thornton joined Goldman Sachs in 1980 and retired as president and director of The Goldman Sachs Group, Inc. in 2003. He also previously served as chairman of Goldman Sachs Asia and as co-chief executive of Goldman Sachs International, overseeing the firm’s business in Europe, the Middle East, and Africa. Mr. Thornton has also served as a director on the boards of BSkyB, China Unicom, DirecTV, HSBC, ICBC, IMG, Intel and News Corp. We believe Mr. Thornton is qualified to serve as a member of our Board because of his extensive investment and management experience and his extensive experience serving in a role as director.

Audit Committee

Our Audit Committee is comprised of Ms. Byrne and Messrs. Campion and Hamill. Ms. Byrne is the Chair of the Audit Committee.

The Audit Committee Charter provides that the Audit Committee will be comprised of at least three members. The Committee must have at least one “audit committee financial expert” (as described below), and all Audit Committee members must be able to read and understand fundamental financial statements. The Audit Committee holds at least four regular meetings each year, and it meets separately throughout the year with the independent auditor and the internal auditor, and members of management.

III-5

Table of Contents

The Audit Committee has the power to delegate its authority and duties to subcommittees or individual members of the Audit Committee, as well as to retain outside advisors, in its sole discretion. The Audit Committee has the sole authority to retain and terminate the services of any such advisors and to review and approve such advisors’ fees and other retention terms.

The Audit Committee is responsible for the following, among other things:

	•	Reviewing our processes and policies with respect to risk assessment and risk management, and oversee the management of financial risks, including with respect to information technology risks, including cybersecurity and data privacy risks;

	•	The appointment, retention, direction, termination, compensation and oversight of our independent auditor and any other registered accounting firm engaged by us, including reviewing with the independent auditor and management the scope of the audit plan and audit fees;

	•	Reviewing our financial statements and related disclosures, including with respect to internal control over financial reporting;

	•	Oversight of our internal audit function;

	•	Reviewing, approving and overseeing related person transactions and reviewing proposed transactions for potential conflicts of interest under our Global Business Conduct Statement; and

	•	Oversight of our compliance with legal and regulatory requirements.

The Board has determined that each of Ms. Byrne and Messrs. Campion and Hamill is “financially sophisticated” under the listing rules of the Nasdaq stock market (“Nasdaq”) and qualifies as “independent” for Audit Committee purposes pursuant to applicable Nasdaq and SEC rules, and that each of Ms. Byrne and Mr. Campion qualifies as an “audit committee financial expert” as defined in the regulations promulgated under the Securities Act of 1933, as amended.

Our Executive Officers

Our executive officers as of the date hereof are as follows:

	Name		Age		Position
	David Ellison (1)		43		Chairman and Chief Executive Officer
	Dennis Cinelli		42		Chief Financial Officer
	Andrew Brandon-Gordon (2)		61		Chief Strategy Officer, Chief Operating Officer and Director
	Makan Delrahim		56		Chief Legal Officer

	(1)	See biography on page III-1 of this Amendment.

	(2)	See biography on page III-1 of this Amendment.

The following are biographies of certain of our executive officers:

Dennis Cinelli has served as our Chief Financial Officer since January 2026 and served as a member of the Board from September 2025 until January 2026. Prior to his appointment as our Chief Financial Officer, Mr. Cinelli served as Chief Financial Officer of Scale AI, Inc., a private technology company, since June 2022. From 2016 to June 2022, Mr. Cinelli held senior leadership roles at Uber Technologies, Inc., including Vice President of Global Strategic Finance and, most recently, Vice President & Head of Mobility for the U.S. & Canada. Prior to that, Mr. Cinelli served as Chief Financial Officer for GE Ventures, General Electric’s corporate venture capital arm, and held various finance leadership roles across General Electric’s portfolio.

Makan Delrahim has served as our Chief Legal Officer since October 2025. Prior to that, he was a Partner at Latham beginning in April 2022 and served as Assistant Attorney General for the Antitrust Division of the U.S. Department of Justice from 2017 to 2021. Mr. Delrahim has held senior roles across government and private practice, including positions at the White House, the U.S. Senate Judiciary Committee and the Office of the U.S. Trade Representative.

III-6

Table of Contents

Corporate Governance

Our corporate governance practices are established and reviewed by our Board. The Board, with assistance from its Nominating and Governance Committee, assesses our governance practices in light of legal and regulatory requirements, input from our stakeholders and governance best practices.

Our principal governance documents are as follows:

	•	Corporate Governance Guidelines

	•	Board Committee Charters:

	o	Audit Committee Charter

	o	Compensation Committee Charter

	o	Nominating and Governance Committee Charter

	•	Global Business Conduct Statement

These documents are available on the “Investors” page of our website under the tab “Governance” at paramount.com, and copies of these documents may be requested, without charge, by writing to Investor Relations, Paramount Skydance Corporation, 1515 Broadway, New York, New York 10036. Certain key provisions of these documents are summarized below.

CORPORATE GOVERNANCE GUIDELINES

Our Corporate Governance Guidelines (the “Guidelines”) set forth our corporate governance principles and practices on a variety of topics, including the responsibilities, composition and functioning of the Board, director qualifications and the roles of the Board Committees. The Guidelines are annually reviewed and updated as needed. The Guidelines provide, among other things, that:

	•	Except for so long as the Company qualifies as a “controlled company” and as otherwise permitted under applicable Nasdaq rules, the Board will be comprised of a majority of directors who qualify as independent directors under Nasdaq rules;

	•	Except as otherwise permitted by applicable Nasdaq rules, each of our Committees must be comprised entirely of independent directors;

	•	The independent directors will meet in regularly scheduled executive sessions, at least two times each year;

	•	Director compensation will be established in light of the principles set forth in the Guidelines;

	•	Director tenure and retirement will be considered on a case-by-case basis depending on factors such as the director’s age, experience, qualifications, performance and history of service on the Board;

	•	Each of the Board and its Committees will hold a periodic self-evaluation to assess its effectiveness; and

	•	The Board, or one of its committees, will review, at least annually, succession planning for the Chief Executive Officer to discuss his or her recommendations and evaluations of potential successors to his or her position, along with a review of any development plans recommended for such individuals.

GLOBAL BUSINESS CONDUCT STATEMENT

Our Global Business Conduct Statement (“BCS”) sets forth our standards for ethical conduct required of all of our directors and employees, including our principal executive officer, principal financial officer, principal accounting officer or controller or persons performing similar functions. The BCS is available on the “Investors” page of our website under the tab “Governance” at paramount.com and on our intranet sites. As part of our compliance and ethics program, we distribute the BCS to our employees and directors and administer an online BCS training program. Directors and full-time employees are required to certify as to their compliance with the BCS and, on an ongoing basis, disclose any potential conflicts of interest. The BCS addresses, among other things, topics such as:

	•	Compliance with laws, rules and regulations, including the Foreign Corrupt Practices Act;

	•	Conflicts of interest, including the disclosure of potential conflicts to the Company;

	•	Confidentiality, insider information and trading, and fair disclosure;

	•	Financial accounting and improper payments;

	•	Our commitment to providing a discrimination- and harassment-free workplace environment;

	•	Fair dealing and relations with competitors, customers and suppliers;

III-7

Table of Contents

	•	Health, safety and the environment; and

	•	Political contributions and payments.

The BCS provides numerous avenues for employees to report potential violations of the BCS or other matters of concern, whether anonymously or with attribution. These avenues include domestic and international telephone hotlines and an affiliated website, as well as providing for direct submission of reports to our compliance officers and lawyers. The BCS also provides that we prohibit retaliation against anyone who makes a good faith report of a potential violation of the BCS.

We intend to post on our website all disclosures that are required by law or Nasdaq rules concerning any amendments to, or waivers from, any provisions of the BCS.

INSIDER TRADING POLICY

Our Board has adopted an Insider Trading Policy governing the purchase, sale and other dispositions of our securities by our directors, officers and employees, as well as by the Company. We believe our Insider Trading Policy is reasonably designed to promote compliance with insider trading laws, rules and regulations, and with the exchange listing standards applicable to us. The Insider Trading Policy was filed as Exhibit 19 to the Initial Form 10-K.