\n<\/p>\n
\n\tWarner 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. <\/p>\n
\n\tA merger with Paramount is pending, instead, which will result in a fat golden parachute payout to Zaslav if and when it closes. <\/p>\n
\n\t\u201cCertain of the Committee\u2019s 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,\u201d according to WBD\u2019s proxy statement filed with the SEC Thursday.<\/p>\n
\n\t\u201cIn 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\u2019s 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,\u201d the proxy said \u2014 including the option grant.<\/p>\n
\n\tThe proxy said board and management\u2019s 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 \u201ca 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\u2019s unaffected closing stock price of $12.54 on September 10, 2025.\u201d<\/p>\n
\n\tPara and WBD expect the deal to close in third quarter pending regulatory approvals.<\/p>\n
\n\tThe 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 \u201cother\u201d pay of $4.1 million.<\/p>\n
\n\tShareholders <\/p>\n
\n\tAside from the giant signing bonus, if the split had happened, Zaslav \u2013 one of the highest paid CEOs in media and sometimes across industries \u2013 would have seen generally reduced annual compensation as head of a pared down Warner. Bros. under his amended employment agreement.<\/p>\n