Warner Bros. Discovery CEO David Zaslav will see his pay package take a haircut after the proposed separation of the company next year — although WBD also just granted him stock options that could be worth tens of millions of dollars as an “inducement” to remain with the company.
The media conglomerate last week said it would split into two companies: WBD Streaming & Studios, to be led by Zaslav, and WBD Global Networks, which will be headed by CFO Gunnar Wiedenfels. The separation is expected to be completed by mid-2026.
A new employment agreement WBD entered into with Zaslav on June 12 will, following the successful break-up of the company, “significantly reduce his target annual compensation, including lowering his annual cash compensation opportunity and reorienting the total pay mix toward long-term incentives,” according to an SEC filing Monday. The WBD board’s compensation committee said it believes the new structure “will foster a stronger alignment with stockholders and incentivize sustained, long-term value creation.”
The change comes after WBD shareholders earlier this month expressed disapproval with the pay packages of Zaslav and other top execs, with 59% of shares voted at the 2025 annual meeting rejecting their pay packages in a symbolic rebuke.
“As we plan for the proposed separation of Warner Bros. Discovery, the Board prioritized retaining and incentivizing the continued contributions of David Zaslav and Gunnar Wiedenfels,” Warner Bros. Discovery chair Samuel A. Di Piazza Jr. said in a statement. “We structured the new compensation packages to address shareholders’ feedback by fostering pay-for-performance alignment, ensuring industry-standard pay structures, and incentivizing contributions to position the two new leading media companies for success and shareholder value creation.”
In 2024, Zaslav’s pay package increased 4.4% to total compensation of $51.9 million, including a cash bonus of $23.9 million and $23.1 million in performance-based restricted stock grants.
Once the WBD split is completed, Zaslav will become the CEO of Streaming & Studios with a term of employment that runs through Dec. 31, 2030. He will have a base salary of $3 million per year for the duration of the term, as he does now.
Following the separation, Zaslav’s target annual cash bonus opportunity will be reduced to $6 million, with the actual payout based on the achievement of performance goals — down from a cash bonus target of $22 million under his previous agreement.
Zaslav will also be eligible to receive annual equity awards following the separation under WBD Streaming & Studios’ equity incentive plan with a target value of $15.5 million the first year that he receives an equity grant from the company; that will be reduced to an annual target value of $7.5 million per year thereafter during the term of his employment. According to Zaslav’s previous Warner Bros. Discovery agreement, his equity bonus target value per year was $23.5 million.
At the same time, Zaslav on June 12 received a one-time “inducement” that the board’s compensation committee believes “will incentivize the successful completion of the Separation and stockholder value creation.” That award consists of 20,898,776 stock options in the form of 60% performance-vesting stock options and 40% time-based stock options.
Note that Zaslav may not receive all of those options.
The 60% performance-based options will vest if “a performance goal related to the price of our common stock relative to each Signing Option’s exercise price of $10.16 is achieved,” the WBD filing says. Those options are divided into three equal tranches of 4,179,755 stock options each with the following performance goals, which must be achieved before June 12, 2030 (or earlier in the case of certain transactions or terminations): Tranche A will be granted in the event of a period of 30 consecutive days of a volume-weighted average stock price equal to or exceeding 120% of the exercise price ($12.19); Tranche B will be granted with the achievement of a volume-weighted average stock price equal to or exceeding 150% of the exercise price ($15.24); and Tranche C will be granted if the volume-weighted average price is equal to or exceeds 165% of the exercise price ($16.76).
In addition, Zaslav is set to receive 3,052,734 stock options on Jan. 2, 2026, which will be subject to the same split of performance-vesting and time-based vesting conditions (and provided that he remains employed on that date).
Prior to the separation, Zaslav will continue to serve as Warner Bros. Discovery’s CEO with the same annual base salary, cash bonus opportunity and grants of performance based restricted stock units under his prior agreement. If the company separation does not occur prior to Dec. 31, 2026, those terms will continue as long as Zaslav remains CEO through Dec. 31, 2027.
Wiedenfels’ new compensation package, which will take effect only upon successful completion of the Warner Bros. Discovery separation, was “designed to reflect his expanded responsibilities as the go-forward CEO of Global Networks, market practices and peer group benchmarks for new CEO compensation packages,” the WBD board’s compensation committee said in the filing.
In 2024, Wiedenfels had a compensation package totaling $17.1 million, flat with the year prior. That included base salary of $2.1 million, stock awards worth $8.3 million, stock options valued at $1.75 million, $4.8 million in a cash bonus under the long-term incentive plan.
Under the new employment agreement, as CEO of WBD Global Networks, Wiedenfels will receive a base salary of $2.5 million per year and he will be eligible for an annual cash bonus opportunity with a target of $8.75 million (with the actual payout based on achievement of performance goals established by Global Networks’ compensation committee).
Wiedenfels will also be eligible to receive annual equity awards under WBD Global Networks’ equity incentive plan with an annual target value of $16 million; 50% of the value of any annual equity award will be made in the form of time-based restricted stock units and the remaining 50% will be a form “determined by Global Networks’ compensation committee.”
Following the separation, Wiedenfels will also be granted a one-time inducement equity award under the WBD Global Networks plan with a target grant-date value of $15 million; the award will vest ratably over a five-year period. That is “intended to reward Mr. Wiedenfels for post-Separation value creation and provide enhanced retention,” the WBD board’s compensation committee said.
