Amid a split of Warner Bros. Discovery and chatter it’s fielding bids from would-be buyers, David Zaslav’s pay package has been altered to ensure his stock options vest regardless of what happens to the company.
Earlier this month, Warner Bros. Discovery and Zaslav agreed to amend his stock option agreement, originally entered into in June during a period the company was focused on spinning off the company’s TV networks into a new, separate entity, according to a Thursday Securities and Exchange Commission filling. The move is intended to align the exec’s incentives with shareholder interests during the ongoing strategic review.
The agreement clarifies that if the company pursues something called a “reverse spinoff” by retaining Warner Bros. and spinning off Discovery Global, the transaction — as long as it’s completed before the end of 2026 — will be treated in the same manner as the originally planned separation for the purposes of Zaslav’s payout. It also widens the scope of qualifying events in a way that allows his stock options to vest if there’s a change in control of Warner Bros. Discovery, though it excludes any sale of Discovery Global.
The filing comes amid Paramount, Comcast and Netflix preparing bids for Warner Bros. Discovery ahead of a Nov. 20 deadline fielding first-round offers, reported The Wall Street Journal on Thursday.
If the company enters into such an agreement before Dec. 31, 2026 and a separation hasn’t been realized, Zaslav’s term will continue until at least 2030 rather than end in 2027 as would’ve been the case had the separation been completed.
“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,” the filing reads.
If there is a separation, Zaslav’s compensation will be modified to reduce his annual compensation and allocate a “significantly greater portion” of his pay to long-term incentives in order to achieve stronger “pay-for-performance alignment,” according to the document.
Warner Bros. Discovery has sent letters other execs, including CFO Gunnar Wiedenfels, Chief Revenue and Strategic Officer Bruce Campbell and JB Perrette, president and CEO of global streaming and games, who’ve entered into similar agreements that are contingent upon a separation.
Alex Weprin contributed to this report.