Daniel E. Sanchez
About Daniel E. Sanchez
Daniel E. Sanchez (age 62) is an independent director of Warner Bros. Discovery and a member of the Audit Committee; he previously served on the Discovery, Inc. board (2017–2022) and rejoined the WBD Board effective October 1, 2024, with his current term up for election at the 2025 Annual Meeting . He is a career attorney focused on tax planning (private practice 1990–2021) with J.D. and LL.M. credentials, bringing legal, regulatory, and tax expertise relevant to board oversight in media and entertainment . The Board has affirmatively determined Sanchez is independent under Nasdaq rules; there are no related-party transactions requiring disclosure related to his appointment .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Private Law Practice | Attorney (tax planning; non-litigation) | 1990–2021 | Legal, regulatory and tax expertise applied to board oversight |
| Discovery, Inc. | Director | 2017–2022 | Institutional knowledge from legacy Discovery to current WBD |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Liberty Latin America Ltd. | Director | Since 2019 | Public company board service; media/telecom exposure |
| Liberty Global Ltd. | Director | Since 2022 | Public company board service; industry expertise |
| Lions Gate Entertainment Corp. | Director (prior) | 2018–2022 | Prior board experience in content studio |
Board Governance
- Committee assignments: Audit Committee member; Audit Committee met 7 times in 2024; Sanchez is listed on the Audit Committee report, evidencing engagement in financial reporting oversight .
- Independence status: Board deemed Sanchez independent under Nasdaq rules; independence also applies to committee service standards (SEC Rule 10A-3 for Audit) .
- Attendance: In 2024, the Board and committees held 38 meetings, and all incumbent directors serving during 2024 attended at least 90% of scheduled Board and committee meetings; Sanchez joined October 1, 2024 (partial-year) .
- Board leadership: Independent Board Chair model; independent directors meet at least twice per year in executive session per Corporate Governance Guidelines .
- Related-party review: The Nominating and Corporate Governance Committee oversees and approves any related-person transactions; the Board considered relationships with Liberty entities when assessing independence and concluded independence .
Fixed Compensation
| Component | 2024 Program | 2025 Program (approved Dec 2024) | Sanchez 2024 Actual (partial year) |
|---|---|---|---|
| Board cash retainer | $125,000 | $105,000 | $31,250 |
| Committee cash retainer – Audit member | $20,000 | $20,000 | Included in “Fees Earned” total; partial year |
| Committee cash retainer – Audit chair | $40,000 | $40,000 | N/A (not chair) |
| Equity (annual RSU grant) | $220,000 grant-date value | $240,000 grant-date value | $163,200 stock awards (grant-date fair value) |
| Meeting fees | None disclosed | None disclosed | None disclosed |
Notes:
- RSUs are granted under the Non-Employee Director Incentive Plan; annual grants for 2024 were made on June 5, 2024, with prorated equity for directors appointed after the annual meeting; RSUs vest 100% on the earlier of one-year anniversary or the next Annual Meeting; no dividends; individual director award cap $750,000 .
- Deferred compensation plan available for directors to defer cash and equity; Sanchez shows no deferred RSUs/notional shares in the beneficial ownership table for 2024 .
Performance Compensation
Directors’ equity is time-vested RSUs (not performance-conditioned). Terms and Sanchez’s grant are below.
| Equity Element | Vesting Schedule | Grant Mechanics | Sanchez 2024 RSUs |
|---|---|---|---|
| RSUs (non-employee directors) | 100% vest on earlier of one-year post-grant or date of next Annual Meeting, subject to continued service; no dividend rights | Dollar-denominated grant converted to RSUs using closing price prior to grant; prorated for mid-year appointments; annual grant cap $750,000 | 20,000 unvested RSUs at 12/31/2024 |
Other Directorships & Interlocks
| Counterparty | Nature | Potential Interlock/Exposure | Board View |
|---|---|---|---|
| Liberty Latin America Ltd. | Sanchez director since 2019 | Media/telecom distributor relationships in ecosystem | Board evaluated relationships with large distributors (including Liberty entities) in independence assessment; concluded independence |
| Liberty Global Ltd. | Sanchez director since 2022 | Media/telecom distributor relationships | Independence affirmed under Nasdaq rules and WBD Guidelines |
| Lions Gate Entertainment Corp. | Prior directorship (2018–2022) | Content studio | Historical; no current WBD related-party transaction disclosure linked to Sanchez |
Expertise & Qualifications
- Legal, regulatory, and tax expertise from 30+ years in practice, including LL.M. in tax; media industry board experience at content and distribution companies; prior Discovery board service supports institutional knowledge and continuity at WBD .
- Audit Committee service indicates financial reporting and risk oversight engagement; Audit Committee responsibilities include auditor appointment, audit scope, internal controls, cybersecurity, and sustainability reporting oversight .
Equity Ownership
| Metric | Value |
|---|---|
| Shares owned directly | 54 |
| Shares acquirable within 60 days | 20,000 |
| Total beneficially owned | 20,054 |
| Percent of class | Less than 1% |
| Deferred RSUs / notional shares (deferral accounts) | — (none indicated) |
| Unvested RSUs at 12/31/2024 | 20,000 |
| Stock ownership guidelines | 5x annual cash retainer; 5-year compliance window; directors counted unvested RSUs and deferred stock awards; all directors at 12/31/2024 had reached target or were on track |
Governance Assessment
- Strengths: Independent director with legal/tax expertise and sector experience; Audit Committee member appearing on the Audit Committee report; Board governance framework includes independent chair, robust executive sessions, clawback policies, and stock ownership guidelines .
- Compensation alignment: Director program weighted to equity; 2025 changes further tilt mix toward equity (cash down $20k; equity up $20k), improving shareholder alignment; Sanchez’s 2024 equity was prorated given October appointment .
- Attendance/engagement: Board and committees met frequently (38 total meetings in 2024; Audit met 7); all incumbent directors attended ≥90% of meetings; Sanchez had partial-year service from Oct 1, 2024 .
- Potential conflicts and mitigants: Sanchez is the nephew of John C. Malone, who transitions to Chair Emeritus post-2025 Annual Meeting; Board explicitly assessed independence, including Liberty-related relationships, and affirmed independence; related-person transactions require committee approval, and none involving Sanchez were disclosed .
- Red flags: Family relationship to Chair Emeritus could be perceived as an interlock risk; ongoing monitoring appropriate. No pledging/hedging or related-party transactions reported for Sanchez; ownership is de minimis (<1%) and primarily via RSUs, aligned with policy .
Overall governance signal: Independent, audit-focused, and equity-aligned director with legal/tax depth; family tie to Chair Emeritus requires diligence but is mitigated by formal independence determinations and related-party oversight processes .