Shareholders of a New York-based office REIT rejected a multimillion-dollar golden parachute for its embattled CEO while also greenlighting a $1.6B merger with a mortgage lender.

Paramount Group shareholders voted to go forward with the company’s sale to New York-based Rithm Capital for $1.6B, or $6.60 per share, according to documents filed Tuesday with the Securities and Exchange Commission.

But the shareholders, who represented a supermajority of Paramount’s outstanding common stock, rejected a severance package for CEO Albert Behler estimated to be worth $34M, Crain’s New York Business reported.

Paramount, which owns 13M SF of office buildings in New York and San Francisco, indicated it will pay Behler the severance package if the company’s sale officially goes through, as the vote was nonbinding, Crain’s reported.

Stockholders have grown frustrated with Paramount’s performance under Behler. A majority last year voted against doubling Behler’s annual compensation to about $20M amid a decline in stock price, but the board raised his compensation anyway.

Behler, who has been Paramount’s CEO since 1991, took the company public on the New York Stock Exchange in 2014.

Mounting shareholder frustrations came to a head earlier this year when Paramount disclosed it had spent millions of dollars on companies independently controlled by Behler. Such expenses included $3M to charter private planes with an aviation company half-owned by Behler, $1.6M on a consulting firm affiliated with the CEO, and $12K for wine from his commercial winery in Germany.

Paramount also paid fees to Kramer Design Services, a design and branding services firm owned by Robin Kramer, Behler’s wife.

In August, Paramount disclosed that the SEC had opened an investigation into whether the company’s public filings adequately detailed executive compensation, conflicts of interest, transactions with related parties, perks and use of corporate assets.

Paramount posted a net loss of more than $56M on $512M in revenues for the first nine months of 2025, according to its last quarterly report. The company tallied $544M in revenue and a nearly $10M profit for the same period in 2024.