Warner Bros. Discovery CEO David Zaslav’s Pay Package Undergoes Changes Amid Company Split
Warner Bros. Discovery CEO David Zaslav is set to experience a shift in his pay package following the planned separation of the company next year. The media conglomerate recently announced its decision to divide into two separate entities: WBD Streaming & Studios, which will be overseen by Zaslav, and WBD Global Networks, to be led by CFO Gunnar Wiedenfels. The separation process is anticipated to be finalized by mid-2026.
A new employment agreement was entered into with Zaslav by WBD on June 12, which will result in a significant reduction in his target annual compensation post-separation. This includes a decrease in his annual cash compensation opportunity and a reorientation of the total pay mix towards long-term incentives, as per a recent SEC filing. The aim of this restructuring, as stated by the WBD board’s compensation committee, is to enhance alignment with stockholders and encourage sustained, long-term value creation.
This adjustment comes in response to the disapproval voiced by WBD shareholders earlier this month regarding the pay packages of Zaslav and other top executives. At the 2025 annual meeting, 59% of shares voted rejected their pay packages, signaling a symbolic rebuke.
Chairman of Warner Bros. Discovery, Samuel A. Di Piazza Jr., emphasized the importance of incentivizing Zaslav and Wiedenfels to continue their contributions towards the company’s success. The newly structured compensation packages aim to address shareholder feedback by promoting pay-for-performance alignment, ensuring industry-standard pay structures, and motivating efforts to position the two upcoming leading media companies for prosperity and shareholder value enhancement.
In 2024, Zaslav’s pay package saw a 4.4% increase, amounting to total compensation of $51.9 million, which included a cash bonus of $23.9 million and $23.1 million in performance-based restricted stock grants.
Upon the completion of the WBD split, Zaslav will assume the role of CEO of Streaming & Studios with a term of employment extending through December 31, 2030. His base salary will remain at $3 million per year throughout the term. However, his target annual cash bonus opportunity will be reduced to $6 million, with the actual payout contingent on the achievement of performance objectives – a decrease from the previous cash bonus target of $22 million under his existing agreement.
Zaslav will also be eligible to receive annual equity awards under WBD Streaming & Studios’ equity incentive plan, with a target value of $15.5 million in the initial year of receiving an equity grant, decreasing to $7.5 million per year thereafter during the term of his employment. This contrasts with his previous agreement, where his equity bonus target value per year was $23.5 million.
Additionally, on June 12, Zaslav was granted a one-time “inducement” award consisting of 20,898,776 stock options, comprising 60% performance-vesting stock options and 40% time-based stock options, aimed at stimulating the successful completion of the Separation and stockholder value creation.
The performance-based options will vest based on specific price-related performance goals relative to the exercise price, with three equal tranches each linked to varying stock price milestones. Furthermore, Zaslav is scheduled to receive 3,052,734 stock options on January 2, 2026, subject to similar performance and time-based vesting conditions.
Until the separation takes place, Zaslav will continue to serve as Warner Bros. Discovery’s CEO under the same terms as his prior agreement. In the event that the company split does not occur before December 31, 2026, these terms will persist as long as Zaslav remains CEO until December 31, 2027.
Wiedenfels’ new compensation package, contingent on the successful completion of the Warner Bros. Discovery separation, is designed to reflect his expanded responsibilities as the future CEO of Global Networks, aligning with market practices and peer group benchmarks for CEO compensation packages.
In 2024, Wiedenfels received a compensation package totaling $17.1 million, consistent with the previous year, which included base salary, stock awards, stock options, and a cash bonus under the long-term incentive plan.
As CEO of WBD Global Networks, Wiedenfels will be entitled to a base salary of $2.5 million per year and an annual cash bonus opportunity with a target of $8.75 million, subject to performance goals set by the Global Networks’ compensation committee. He will also be eligible for annual equity awards with a target value of $16 million, split between time-based restricted stock units and other forms determined by the committee.
Following the separation, Wiedenfels will receive a one-time inducement equity award under the WBD Global Networks plan, valued at $15 million, which will vest over a five-year period. This award aims to reward Wiedenfels for post-Separation value creation and enhance retention efforts, according to the WBD board’s compensation committee.
