Warner Bros. Discovery CEO David Zaslav saw his 2025 pay package triple to $165 million from $51.9 million the year before on option awards valued at $109.6 million. The grant was part of an amended employment agreement with the chief executive last year as a one-time bonus tied to a plan to split WBD in two, and the company opted to keep it in place although the separation never happened.
A merger with Paramount is pending, instead, which will result in a fat golden parachute payout to Zaslav if and when it closes.
“Certain of the Committee’s actions in 2025 were designed to support retention and incentivize our pursuit of other strategic options. Although the separation was not completed and the Paramount merger was subsequently approved, certain of these compensation actions remain in effect,” according to WBD’s proxy statement filed with the SEC Thursday.
“In connection with the strategic actions described above that were taken in 2025 to unlock stockholder value, the Committee took several compensation actions intended to align the incentives of our NEOs with the outcomes of such actions. Many of the actions, such as entering into new employment agreements with certain of our NEOs, would only have been effective upon a corporate separation and, with the Board’s decision to abandon the proposed separation transaction in favor of a merger with Paramount, are moot. The compensation actions that remain in effect notwithstanding the fact that we have abandoned the separation are described below,” the proxy said — including the option grant.
The proxy said board and management’s evaluation of strategic options leading to the plan to split, followed by a sale process and culminating in $31-a-share cash merger agreement with Paramount, created significant shareholder value. That included “a 164% increase in our stock price from the beginning of 2025 to the time of signing the merger agreement with Paramount, and consideration of $31.00 per share (plus any applicable ticking fee) from Paramount, representing a 147% premium to WBD’s unaffected closing stock price of $12.54 on September 10, 2025.”
Para and WBD expect the deal to close in third quarter pending regulatory approvals.
The rest of Zaslav 2025 compensation includes a base salary of $3 million, stock awards valued at $22.6 million, non-equity incentive plan compensation (cash bonus) of $25.7 million, and “other” pay of $4.1 million.
Shareholders
Aside from the giant signing bonus, if the split had happened, Zaslav – one of the highest paid CEOs in media and sometimes across industries – would have seen generally reduced annual compensation as head of a pared down Warner. Bros. under his amended employment agreement.
More to come
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