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The future annual pay package of David Zaslav, chief executive of Warner Bros Discovery, could drop by about 50 per cent after the company splits in 2026, following years of shareholder criticism of his remuneration.
Zaslav’s $52mn pay package for 2024, which exceeded that of his counterparts at Walt Disney and Comcast, was rejected by shareholders in a symbolic vote last month. Warner board members said his new remuneration package would be reconfigured following “shareholders’ feedback” in a statement released on Monday.
Warner Bros Discovery announced this month that it would split itself into two companies in a deal that is expected to close in mid-2026. The new pay formula will take effect after the split, which will leave Zaslav to run the company’s movie studio and streaming businesses, while chief financial officer Gunnar Wiedenfels will lead a business holding most of its cable TV assets. The lower pay also reflects the fact the companies will be smaller following the split.
If Zaslav hits 100 per cent of his operational and financial goals in the first year after the split, his target pay will be $16.5mn, compared with $37mn in the current contract. If he hits 200 per cent of the targets, it will be as high as $30mn, the company said on Monday.
However, the bulk of Zaslav’s future pay will be based on stock options after shareholders rebuked a model based on free cash flow generation.
The securities filing made late on Monday said the beleaguered media boss would receive about 24mn in WBD shares that could be purchased for the current $10.16 price.
If the share price were to double, the package could eventually be worth nearly $250mn. To be eligible for the full award, Zaslav must remain with the company for five years.
Shares of WBD have fallen more than 60 per cent since the merger of Time Warner and Discovery three years ago. Zaslav had engineered the combination as the Discovery chief and then took over the helm of the combined company. The shift towards streaming and a heavy debt load weighed on its stock price though Zaslav had long been richly paid.
“We structured the new compensation packages to address shareholders’ feedback by fostering pay-for-performance alignment, ensuring industry-standard pay structures, and incentivising contributions to position the two new leading media companies for success and shareholder value creation,” Samuel Di Piazza, chair of the board, said in a statement.
Zaslav’s pay last year climbed 4.4 per cent, even as the company posted an $11.5bn loss for 2024 and its bond rating was recently cut to junk. Both big proxy advisers criticised his pay.
He is to receive a $3mn base salary along with a chance to earn a $12mn cash bonus. Zaslav can also earn $15.5mn of shares through an “equity incentive plan” that is distinct from the stock option grant.
