After the shareholders rejected the remuneration package of $ 51.9 million from David Zaslav for 2024, Warner Bros. Discovery’s said that it would “considerably reduce” the annual remuneration of the CEO of the CEO Zaslav following the distribution of its global linear network and companies and streaming businesses in mid-2026.
According to a Monday depositing with the American Commission for Securities and Exchange, WBD will reduce the annual opportunity for Zaslav’s cash remuneration and transfere the mixture of its salary to long -term incentives. Within the framework of this change, there will no longer be any metric performance weights which applies to annual cash incentive opportunities, awards in annual performance actions or performance periods for annual prices on performance actions.
Zaslav will also receive a unique incentive designed to “encourage the success of the separation and creation of the value of shareholders”. In addition, the remuneration committee also adopted a provision of “double trigger cash start” for Zaslav in the event of a change of control transaction.
“We have structured the new remuneration packages to respond to shareholders ‘comments by promoting compensation alignment for performance, guaranteeing standard remuneration structures and encouraging contributions to position the two new leading media companies to succeed and the creation of shareholders’ value,” said the chairman of the board of directors of WBD, Samuel A. Jr.
At the end of the separation, Zaslav will become CEO of streaming & studios. Under his contract which takes place until December 31, 2030, he will receive a basic salary of $ 3 million per year and his annual opportunity as a cash premium will be reduced to $ 6 million, the real payment based on the achievement of the performance objectives set by the remuneration committee. Annual payment of premiums is subject to a 200% ceiling of the target amount.
Zaslav will also be eligible for annual stocks in equity of a target value of $ 15.5 million in the first year and will be reduced to an annual target value of $ 7.5 million per year.
Half of the value of any annual stock subsidy will be in the form of performance -based restrictive action units, while the other half will be in the form of restrictive action -based action units. During the first year of the separation, the annual target bonus will be in Prrata and Zaslav will receive only one annual price for the year.
On June 12, he received an option for a share option made up of 20,898,776 shares in the form of share purchase options to 60% performance and 40% of time -based share options. Performance -based options, divided into three sections of 4,179,755 shares each, will be based on the following objectives achieved by June 12, 2030:
- Trange A: Realization over a period of 30 consecutive days of an average balanced stock market according to the volume (a “VWAP price”) equal or exceeding 120% of the exercise price ($ 12.19)
- Branch B: production of an equal VWAP price or exceeding 150% of the exercise price ($ 15.24)
- TROUCH C: Creation of an equal VWAP price or exceeding 165% of the exercise price ($ 16.76)
In addition, he will receive an option compensation for 3,052,734 shares on January 2, 2026, which will be subject to the same distribution of performance and time accident conditions, provided that he remains employed on this date. 92% of the subsidy of the purchase option option is subject to confiscation if a separation or a qualification transaction does not occur before December 31, 2026. If the WBD share price exceeds $ 10.16 per share on January 2, Zaslav will receive additional prices to meet the lost economic value attributable to the higher exercise price.
Under the new agreement, Zaslav will no longer have a “right walk”, which allows him to voluntarily terminate his job between 30 and 60 days after a change in control and receive substantial dismissal services.
Zaslav will continue to have 1.5 million WBD actions to separation and an equivalent number of streaming and studios actions after separation.
Before separation, Zaslav will be eligible for the same social benefits to which he was entitled under the previous agreement. These advantages include four weeks of vacation per year, insurance and retirement plans, a car allowance of $ 1,400 per month and the use of a private plane provided by the company for up to 125 hours of personal use per year. If the separation does not occur, these advantages will be available until December 31, 2027.
