{"id":133834,"date":"2025-11-14T00:33:08","date_gmt":"2025-11-14T00:33:08","guid":{"rendered":"https:\/\/www.newsbeep.com\/nz\/133834\/"},"modified":"2025-11-14T00:33:08","modified_gmt":"2025-11-14T00:33:08","slug":"amid-sales-review-warner-bros-discovery-clarifies-that-ceo-david-zaslavs-employment-agreement-will-let-him-retain-stock-options-in-the-event-of-a-change-in-control","status":"publish","type":"post","link":"https:\/\/www.newsbeep.com\/nz\/133834\/","title":{"rendered":"Amid Sales Review, Warner Bros. Discovery Clarifies That CEO David Zaslav\u2019s Employment Agreement Will Let Him Retain Stock Options in the Event of a \u2018Change in Control\u2019"},"content":{"rendered":"

\n\tWarner Bros. Discovery<\/a> is reassuring president and CEO David Zaslav<\/a> and other top execs that they will be able to retain their stock options even if the company is sold.<\/p>\n

\n\tWBD last month announced that it had received in-bound acquisition interest from \u201cmultiple parties\u201d and has\u00a0commenced a process to review such offers<\/a>. David Ellison\u2019s Paramount Skydance is known to have submitted bids for WBD in its entirety, while Comcast and Netflix have been putting together bids for the company\u2019s streaming and studio operations. The deadline for \u201cnonbinding first-round bids\u201d is Nov. 20, as Warner Bros. Discovery is looking to have the process wrapped up by the end of the year, the Wall Street Journal reported<\/a>.<\/p>\n

\n\tThe potential bidding war for WBD emerged after Warner Bros. Discovery started a process of splitting in two. In June, the media conglomerate said it would separate into two companies<\/a>: one entity called Warner Bros. (comprising HBO Max streaming and studios), to be led by Zaslav as CEO, and the other called Discovery Global (TV networks and Discovery+), which will be headed by current CFO Gunnar Wiedenfels. The separation is expected to be completed by April 2026.<\/p>\n

\n\tWith the strategic review process, WBD\u2019s board said it will consider a deal structure that would enable a merger of Warner Bros. with a third-party acquirer alongside a spin-off of Discovery Global to shareholders. <\/p>\n

\n\tThe original plan for the separation was to spin off Warner Bros. as an independent company, with Discovery Global the remaining entity. In an SEC filing Thursday, Warner Bros. Discovery said it was clarifying that if there\u2019s a \u201creverse spinoff\u201d \u2014 in which Warner Bros. is the remaining entity and Discovery Global gets spun off \u2014 the same terms of Zaslav\u2019s employment agreement will apply. The amendment specifies that a \u201creverse spinoff\u201d that occurs before Dec. 31, 2026, will be treated the same way as the originally planned separation for purposes of the forfeiture condition that applies to Zaslav\u2019s signing options. <\/p>\n

\n\tIn addition, the amendment to Zaslav\u2019s employment agreement says his signing options will remain \u201coutstanding and eligible to vest and be exercised\u201d following Dec. 31, 2026, not only if there\u2019s a reverse spinoff but also if WBD or the new Warner Bros. enters into a \u201cdefinitive agreement for a transaction that would, upon completion, constitute a \u2018change in control\u2019 of WBD, but excluding any sale of Discovery Global or all or substantially all of its assets.\u201d<\/p>\n

\n\tIf WBD enters into a \u201cqualifying change in control agreement\u201d before Dec. 31, 2026, and has not completed a separation (or reverse spinoff) by then, the amendment to Zaslav\u2019s employment agreement provides that the term of his employment agreement will continue until Dec. 31, 2030 (as would have been the case had the separation been completed prior to the December 2026 end date) rather than ending Dec. 31, 2027. \u201cThis extension is intended to secure Mr. Zaslav\u2019s 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,\u201d Warner Bros. Discovery explained. \u201cThis 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.\u201d<\/p>\n

\n\tThe amendment also clarifies that \u201ccertain internal restructuring transactions necessary to effect any of the strategic alternatives that we are reviewing will not constitute a \u2018Change in Control\u2019 or \u2018Qualifying Transaction\u2019 for purposes of the Zaslav arrangements, and will not result in accelerated vesting or the release of any forfeiture conditions on the Signing Options.\u201d<\/p>\n

\n\tIn the SEC filing Thursday, Warner Bros. Discovery said it also has sent letters to its other executive officers who have entered into new employment agreements that are subject to (and contingent on) a separation, \u2014 including Wiedenfels, chief revenue officer Bruce Campbell and head of streaming and games JB Perrette<\/a> \u2014 similarly clarifying that a \u201creverse spinoff\u201d will be treated the same way as a \u201cseparation\u201d for all purposes of such agreements.<\/p>\n

\n\tThe new WBD employment agreement that Zaslav entered into June 12 will \u201csignificantly reduce his target annual compensation, including lowering his annual cash compensation opportunity and reorienting the total pay mix toward long-term incentives,\u201d according to an SEC filing. The WBD board\u2019s compensation committee said it believes the new structure \u201cwill foster a stronger alignment with stockholders and incentivize sustained, long-term value creation.\u201d<\/p>\n

\n\tIn 2024, Zaslav\u2019s total compensation was $51.9 million, up 4.4% year over year, including a cash bonus of $23.9 million and $23.1 million in performance-based restricted stock grants. <\/p>\n

\n\tUnder the new agreement, as CEO of Warner Bros. Zaslav will have a base salary of $3 million per year for the duration of the term, as he does now. Following the separation (or \u201creverse spinoff\u201d), Zaslav\u2019s target annual cash bonus opportunity will be reduced to $6 million, with the actual payout based on the achievement of performance goals \u2014 down from a cash bonus target of $22 million under his current agreement. Zaslav will also be eligible to receive annual equity awards following the separation or reverse spin under a new Warner Bros. 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\u2019s current Warner Bros. Discovery agreement, his equity bonus target value per year is $23.5 million. <\/p>\n

\n\tOn June 12, Zaslav also received a one-time \u201cinducement\u201d that the board\u2019s compensation committee believes \u201cwill incentivize the successful completion of the Separation and stockholder value creation.\u201d That award consists of 20,898,776 stock options in the form of 60% performance-vesting stock options and 40% time-based stock options. 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). Depending on various scenarios and contingencies, Zaslav may not be able to exercise all of those stock options.<\/p>\n

\n\tPrior to the separation or reverse spinoff, Zaslav will continue to serve as Warner Bros. Discovery\u2019s CEO with the same annual base salary, cash bonus opportunity and grants of performance-based restricted stock units under his prior agreement.<\/p>\n","protected":false},"excerpt":{"rendered":"Warner Bros. Discovery is reassuring president and CEO David Zaslav and other top execs that they will be…\n","protected":false},"author":2,"featured_media":133835,"comment_status":"","ping_status":"","sticky":false,"template":"","format":"standard","meta":{"footnotes":""},"categories":[29],"tags":[16650,156,111,139,69,437,3204],"class_list":{"0":"post-133834","1":"post","2":"type-post","3":"status-publish","4":"format-standard","5":"has-post-thumbnail","7":"category-tv","8":"tag-david-zaslav","9":"tag-entertainment","10":"tag-new-zealand","11":"tag-newzealand","12":"tag-nz","13":"tag-tv","14":"tag-warner-bros-discovery"},"_links":{"self":[{"href":"https:\/\/www.newsbeep.com\/nz\/wp-json\/wp\/v2\/posts\/133834","targetHints":{"allow":["GET"]}}],"collection":[{"href":"https:\/\/www.newsbeep.com\/nz\/wp-json\/wp\/v2\/posts"}],"about":[{"href":"https:\/\/www.newsbeep.com\/nz\/wp-json\/wp\/v2\/types\/post"}],"author":[{"embeddable":true,"href":"https:\/\/www.newsbeep.com\/nz\/wp-json\/wp\/v2\/users\/2"}],"replies":[{"embeddable":true,"href":"https:\/\/www.newsbeep.com\/nz\/wp-json\/wp\/v2\/comments?post=133834"}],"version-history":[{"count":0,"href":"https:\/\/www.newsbeep.com\/nz\/wp-json\/wp\/v2\/posts\/133834\/revisions"}],"wp:featuredmedia":[{"embeddable":true,"href":"https:\/\/www.newsbeep.com\/nz\/wp-json\/wp\/v2\/media\/133835"}],"wp:attachment":[{"href":"https:\/\/www.newsbeep.com\/nz\/wp-json\/wp\/v2\/media?parent=133834"}],"wp:term":[{"taxonomy":"category","embeddable":true,"href":"https:\/\/www.newsbeep.com\/nz\/wp-json\/wp\/v2\/categories?post=133834"},{"taxonomy":"post_tag","embeddable":true,"href":"https:\/\/www.newsbeep.com\/nz\/wp-json\/wp\/v2\/tags?post=133834"}],"curies":[{"name":"wp","href":"https:\/\/api.w.org\/{rel}","templated":true}]}}