Whether the buyer is Paramount Skydance, Netflix or Comcast, one thing appears to be certain: Warner Bros. Discovery is getting sold. There's still a question of how exactly WBD will be acquired—whether it will be as a whole, or in parts. But, regardless of how the transaction will happen, WBD CEO David Zaslav will get an impressive compensation package.
According to a Securities and Exchange Commission filing obtained by The Hollywood Reporter and Variety, Zaslav and Warner Bros. entered a stock-option agreement on June 12, when the company announced it would split into two separate entities. Now, the CEO and the company have agreed to ammend his deal.
As explained by THR, if the company performs a "reverse spinoff"—which means selling off its Discovery Global components and retaining Warner Bros.—and the sale is completed before the end of 2026, Zaslav's payout will be the same one he would have gotten if the company had separated as it originally planned to do by April 2026.
The auction process Warrner Bros. Discovery was announced to have entered also comes into play in this new amendment. Paramount, Comcast and Netflix are said to be preparing a first round of non-binding bids before their November 20 deadline. Overall, WBD expects to have the sale process completed by the start of 2026.
According to the filing, if the company enters into a deal with any of the three companies interested before December 31, 2026, and the split hasn't happened, Zaslav's term as CEO will continue until "at least" 2030, instead of ending in 2027, as it would if the split were to happen. The document submitted states (via Variety):
"This extension is intended to secure Mr. Zaslav’s leadership of WBD for the same period that we had contracted to have him serve as the Chief Executive Officer of Warner Bros. following a Separation. This ensures that, if the Strategic Review leads to our entering into a [qualifying change in control agreement] before [Dec. 31, 2026], Mr. Zaslav will have the same opportunity to vest in, and incentives from, the Signing Options that he would have received had a Separation been completed in 2026."
Furthermore, if the split does go through, Zaslav's target annual compensation and annual cash compensation opportunity will be "significantly" reduced. However, said subtracted amount will then be "re-oriented" to increase the CEO's long-term incentives. Per the filing (via Variety), this re-orientation will, "foster a stronger alignment with stockholders and incentivize sustained, long-term value creation."
According to Variety, David Zaslav's total compensation in 2024 was $51.9 million. The compensation included $23.1 million in restricted stock grants based on performance, and $23.9 million in cash bonuses. Per his new deal, Zaslav's base annual salary will continue to be of $3 million (as it currently is) until the end of his term as CEO. If a separation happens, his annual cash bonus opportunity will go down from $22 million to $6 million. However, the final payout will be determined by performance goals reached.
Furthermore, if a company split goes through, thanks to Warner Bros. Discovery's new equity incentive plan, the CEO will be eligible for annual equity awards, the first of which would be a targeted $15.5 million (his current equity award target is reported as $23.5 million). The bonus would then be reduced to a targeted $7.5 million the following year as long as he remains employed at the company.