Anthony J. Noto

About Anthony J. Noto

Anthony J. Noto (age 57) is an independent director of Warner Bros. Discovery, appointed in January 2025. He holds a BS from the United States Military Academy and an MBA from the University of Pennsylvania. Noto is currently CEO of SoFi Technologies and brings deep TMT finance and operating experience from senior roles at Twitter (CFO/COO) and Goldman Sachs (Global TMT Investment Banking) . The Board has affirmatively determined he is independent under Nasdaq rules .

Past Roles

Organization	Role	Tenure	Committees/Impact
Twitter (now “X”)	Chief Financial Officer; Chief Operating Officer	CFO: 2014–2017; COO: 2016–2017	Led finance and operations at a large-scale digital media network
Goldman Sachs	Partner; Co-Head Global TMT Investment Banking	2010–2014; Co-Head 2011–2014	Advising major tech/media transactions; strategic/financial expertise

External Roles

Organization	Role	Tenure	Notes
SoFi Technologies, Inc.	Chief Executive Officer; Director	CEO since 2018; Director since 2021	Fintech CEO; drives platform expansion and M&A
Franklin Resources, Inc.	Director	Since 2020	Asset management board experience

Board Governance

Committee assignments: Member, Nominating and Corporate Governance Committee (NGC) .
Independence: Board determined Noto (and all nominees except CEO) are independent under Nasdaq rules; committee members meet heightened independence standards .
Committee chair roles: NGC chaired by John C. Malone until the 2025 annual meeting; a new chair will be appointed thereafter .
Board operations: 38 Board and committee meetings held in 2024; all incumbent directors during 2024 attended at least 90% of their meetings; directors encouraged to attend annual meetings (2024 attendance was complete) .
Governance practices: Independent Board Chair; annual elections effective 2025; executive sessions of independent directors at least twice per year; annual Board/committee evaluations, including independent third-party review .

Fixed Compensation

Component	Amount	Details
Board member annual cash retainer (2025)	$105,000	Reduced cash, increased equity to align with stockholders
Annual equity grant (RSUs, 2025)	$240,000	RSUs under Director Incentive Plan; cap $750k; time-based vesting
Committee retainers	Audit Chair: $40,000; Audit Member: $20,000; Compensation Chair: $35,000; Compensation Member: $20,000; NGC Chair: $25,000; NGC Member: $10,000	No changes to committee fees in 2025
Deferral plan availability	Up to 100% of cash and/or equity	Non-Employee Directors Deferral Plan; options include notional WBD stock units
Charitable match	Up to $20,000/year	Eligible 501(c)(3) organizations; certain exclusions apply

Notes:

Directors may elect shares in lieu of cash retainers; RSUs typically vest 100% on the earlier of 1-year anniversary or next annual meeting; RSUs carry no dividend rights .

Performance Compensation

Equity Instrument	Performance Metric	Vesting/Distribution	Notes
Director RSUs	None (time-based)	100% vest at earlier of 1-year or next annual meeting	Annual grants; cap $750k; no dividend rights

Other Directorships & Interlocks

Entity	WBD Director(s)	Potential Interlock/Relationship	Governance Consideration
Franklin Resources, Inc.	Anthony J. Noto (since 2020); Geoffrey Y. Yang (since 2011)	Shared board service at Franklin	Information flow/network ties across WBD Board via Franklin Resources
SoFi Technologies, Inc.	Anthony J. Noto (CEO; Director since 2021)	WBD commercial relationship: SoFi purchases advertising; $20 million revenue to WBD in 2024	Reviewed under related person transactions; terms deemed customary; oversight by NGC

Expertise & Qualifications

Strategic leadership of a fintech at scale and digital platform operations (SoFi CEO; Twitter CFO/COO) .
Deep TMT capital markets/M&A background (Goldman Sachs Global TMT Investment Banking co-head) .
Oversight experience on public boards (Franklin Resources; SoFi) .
Fit with WBD Board skills matrix: public company executive management, technology/cyber, financial/accounting, strategic transactions; complements media/tech transformation oversight .

Equity Ownership

Director stock ownership policy: 5x annual cash retainer; 5 years to reach target; counts beneficially owned shares, unvested RSUs/deferred stock (not options) .
Compliance status: As of Dec 31, 2024, all serving directors had reached or were on track; Noto (appointed Jan 2025) will be subject to policy timeline .

Governance Assessment

Strengths:
- Independence and committee placement support conflict oversight (NGC reviews related-person transactions) .
- Relevant operational/financial expertise for WBD’s ongoing strategic transformation and digital priorities .
- Robust director compensation alignment (greater equity weighting) and stock ownership requirements enhance alignment with stockholders .
- Board responsiveness to shareholders (special meeting right proposal; enhanced pay-for-performance for executives) .
Potential conflicts and RED FLAGS:
- Related-party exposure: SoFi advertising relationship generated ~$20 million revenue to WBD in 2024; while disclosed as customary terms and reviewed per policy, ongoing transactions where Noto is CEO warrant continued monitoring by NGC for independence and fairness .
- Board interlocks: Dual service at Franklin Resources alongside Geoffrey Y. Yang creates interlock; not inherently problematic but should be tracked for information flow and potential influence vectors .
Other risk controls:
- Clawback policy; prohibition on hedging/short sales for directors and officers; comprehensive Code of Ethics and executive sessions .

Overall, Noto’s appointment adds financially sophisticated, technology-forward oversight to WBD’s board. The most material governance watchpoint is the related-party advertising with SoFi; continued transparent oversight and adherence to independence standards mitigate, but do not eliminate, perceived conflict risk .