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The long run annual pay bundle of David Zaslav, chief government of Warner Bros Discovery, might drop by about 50 per cent after the corporate splits in 2026, following years of shareholder criticism of his remuneration.
Zaslav’s $52mn pay bundle 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 mentioned his new remuneration bundle can be reconfigured following “shareholders’ suggestions” in an announcement launched on Monday.
Warner Bros Discovery introduced this month that it could break up itself into two corporations in a deal that’s anticipated to shut in mid-2026. The brand new pay method will take impact after the break up, which is able to go away Zaslav to run the corporate’s film studio and streaming companies, whereas chief monetary officer Gunnar Wiedenfels will lead a enterprise holding most of its cable TV belongings. The decrease pay additionally displays the actual fact the businesses can be smaller following the break up.
If Zaslav hits 100 per cent of his operational and monetary targets within the first yr after the break up, his goal pay can be $16.5mn, in contrast with $37mn within the present contract. If he hits 200 per cent of the targets, it will likely be as excessive as $30mn, the corporate mentioned on Monday.
Nevertheless, the majority of Zaslav’s future pay can be primarily based on inventory choices after shareholders rebuked a mannequin primarily based on free money stream era.
The securities submitting made late on Monday mentioned the beleaguered media boss would obtain about 24mn in WBD shares that could possibly be bought for the present $10.16 worth.
If the share worth have been to double, the bundle might ultimately be price practically $250mn. To be eligible for the complete award, Zaslav should stay with the corporate for 5 years.
Shares of WBD have fallen greater than 60 per cent for the reason that merger of Time Warner and Discovery three years in the past. Zaslav had engineered the mix because the Discovery chief after which took over the helm of the mixed firm. The shift in the direction of streaming and a heavy debt load weighed on its inventory worth although Zaslav had lengthy been richly paid.
“We structured the brand new compensation packages to deal with shareholders’ suggestions by fostering pay-for-performance alignment, making certain industry-standard pay constructions, and incentivising contributions to place the 2 new main media corporations for achievement and shareholder worth creation,” Samuel Di Piazza, chair of the board, mentioned in an announcement.
Zaslav’s pay final yr climbed 4.4 per cent, whilst the corporate posted an $11.5bn loss for 2024 and its bond ranking was lately lower to junk. Each large proxy advisers criticised his pay.
He’s to obtain a $3mn base wage together with an opportunity to earn a $12mn money bonus. Zaslav may also earn $15.5mn of shares via an “fairness incentive plan” that’s distinct from the inventory possibility grant.
