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. The company opted to keep it in place although the separation never happened.
A merger with David Ellison’s Paramount is pending, instead, which will result in a hefty 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, referring to the board’s Compensation Committee.
“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 … 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.
It noted WBD’s surging stock as the board and management evaluated strategic options leading to the plan to split, followed by a sale process and culminating in $31-a-share cash merger agreement with Paramount. There was “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.”
That was right before reports first appeared that Ellison was preparing a bid for WBD.
WBD shares are currently trading at about $27, down from a $52-week high of $30 but more than triple a 52-week low of eight bucks.
Para and WBD expect the merger to close in third quarter pending regulatory approvals. There’s been an outcry across the entertainment industry against further consolidation. It’s not clear if California Attorney General Rob Bonta and others will move to block the deal.
The rest of Zaslav’s 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.
Aside from the hefty one-time 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. Now the CEO is set for a payout of up to $886 million when the Par merger is completed. That’s equity valued at $517 million, $34 million in in cash severance and perquisites worth $44 million. It includes a tax reimbursement of up to $334 million to cover Zaslav’s tax hit on the package.
That set off alarm bells at leading proxy advisory services and shareholders voted by a large margin to reject the parachute at a special meeting last week. They voted overwhelmingly in favor of the merger.
Shareholder votes on executive pay are non-binding. Stockholders will vote on Zaslav’s 2025 compensation separately at the company’s regularly scheduled annual meeting set for June 9.
Proxies detail the pay of a company’s top five executive officers.
CFO Gunnar Wiedenfels’ 2025 compensation was about flat at $17 million. Chief Revenue and Strategy Officer Bruce Campbell’s $22.3 million package was up from $19.8 million. Jean-Briac Perette’s was $22.5 million, up from $19.7 million. Chief Legal Officer Priya Aiyar, who joined WBD in February of 2025, saw total pay of $23.3 million.
In a separate filing, WBD said it signed a new employment agreement with Wiedenfels starting July 11 – when his current contract from 2022 is set to expire — and running through April of 2028. It includes a base salary of $2.5 million, annual equity awards with a target value of $10 million, and a one-time signing bonus of restricted stock units valued at $2 million.
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