David Zaslav
About David Zaslav
David M. Zaslav is President and CEO of Warner Bros. Discovery (since April 8, 2022), Director since 2008, age 65, with a BS from Binghamton University and JD from Boston University School of Law . 2024 performance metrics used in his incentive plans included Net Revenue, Adjusted EBITDA, Free Cash Flow (FCF), and Year-End Paid DTC Subscribers; WBD reported Adjusted EBITDA of $9,032 million in 2024 (non-GAAP), generated $4.4 billion FCF prior to adjustments used for PRSU certification, and ended 2024 with 116.9 million paid DTC subscribers used for the CEO/CFO cash bonus calculations . The board’s pay-versus-performance disclosure ties “compensation actually paid” to TSR, Net Income, and Adjusted EBITDA, noting 2021 option grants to the CEO are struck above current trading price, reinforcing stock-price alignment .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Warner Bros. Discovery | President & CEO | 2022–present | Led creation of WBD and enterprise transformation priorities . |
| Discovery, Inc. | President & CEO | 2007–2022 | Drove strategic growth, operational efficiency, and pivot to direct-to-consumer . |
| NBCUniversal | EVP; President, NBC Cable; President, Cable & Domestic TV and New Media Distribution | 1999–2006; 2006 | Cable leadership and distribution strategy at scale . |
External Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| Grupo Televisa S.A.B. | Director | 2015–present | Public company directorship . |
| Sirius XM Holdings Inc. | Director | 2013–present | Public company directorship . |
| Lions Gate Entertainment Corp. | Director | 2015–2021 | Prior public company directorship . |
Fixed Compensation
| Metric | 2022 | 2023 | 2024 |
|---|---|---|---|
| Base Salary ($) | 3,057,692 | 3,000,000 | 3,000,000 |
| Target Cash Bonus (per agreement) | — | — | 22,000,000 |
| Non-Equity Incentive Paid ($) | 21,831,456 | 22,000,000 | 23,897,060 |
| Stock Awards ($ grant-date fair value) | 12,025,683 | 23,078,769 | 23,098,980 |
| All Other Compensation ($) | 925,489 | 1,623,777 | 1,922,523 |
| Total Compensation ($) | 39,288,458 | 49,702,546 | 51,918,563 |
- CEO base salary is contractually set at $3,000,000 through December 31, 2027 .
Performance Compensation
2024 Annual Cash Bonus – Metrics and Outcome (CEO)
| Metric | Weight | Threshold | Target | Above Target | Actual Achievement | Payout Scaling |
|---|---|---|---|---|---|---|
| Net Revenue ($mm) | 30% | 28,279 | 40,399 | 44,439 | 39,589 | Drives 105.9% weighted financial payout with other metrics . |
| Adjusted EBITDA ($mm) | 60% | 6,300 | 9,000 | 9,900 | 9,324 | See above . |
| Year-End Paid DTC Subs (mm) | 10% | 71.8 | 102.6 | 112.9 | 116.9 | See above . |
- Financial metric portion paid at 105.9% of target; strategic goals portion approved at 115% of target based on integration, $1.8B incremental cost savings, $4.4B FCF (non-GAAP) and $4.4B debt retired, and Max expansion to 70 markets .
2024 Annual PRSUs (CEO) – Certification and Vesting
| Metric | Threshold | Target | Above Target | Actual | Payout | Vesting/Distribution |
|---|---|---|---|---|---|---|
| Free Cash Flow ($mm) | 2,625 | 3,750 | 4,031 | 4,626 | 200% | Certified Feb 2025; 70% distributed Feb 24, 2025; 30% to be distributed Jan 6, 2028, subject to continued employment . |
- CEO Annual PRSUs are 100% PRSUs, weighted 25% on financial (FCF) and 75% on strategic goals; over-achievement of FCF allowed 200% vest .
2024 Supplemental PRSUs (CEO)
- A separate 2024 Supplemental PRSU award (based solely on 2024 FCF) vested at 200%; 70% distributed Feb 24, 2025; remaining 30% scheduled Jan 6, 2028, subject to continued employment .
Equity Ownership & Alignment
- Stock ownership policy: CEO must hold 6x base salary and maintain ownership, and is additionally required to hold 1,500,000 shares during his employment term; all NEOs and directors are in compliance or on track .
- Hedging/derivative trading prohibited without approval; no NEO hedging in 2024; robust clawback compliant with SEC/Nasdaq and additional equity clawback language .
Beneficial Ownership (as of April 4, 2025)
| Holder | Shares Owned | Shares Acquirable Within 60 Days | Total Beneficial Ownership | % of Class |
|---|---|---|---|---|
| David M. Zaslav | 4,210,913 | 15,391,287 | 19,602,200 | “*” <1% (based on 2,473,835,609 shares outstanding) |
- No footnote indicates pledging by Mr. Zaslav; pledging disclosure in the proxy pertains to another director (John C. Malone, 3,650,000 shares pledged) .
Outstanding Equity and Vesting Overhang (as of 12/31/2024)
- 2024 PRSUs (certified 200% in Feb 2025): units appeared as unvested at FYE and then distributed 70% in Feb 2025; 30% scheduled Jan 2028: 682,594; 2,047,782; 2,616,610 (tranches) .
- 2023 PRSUs (one-year performance, certified 200% in Feb 2024): 30% scheduled Jan 2027 distribution .
- Options: Large legacy option blocks exercisable with 7/16/2025 expirations and strikes $27.35–$33.24; additional 2028 expiries with strikes $35.65–$43.33 (mix of exercisable/unexercisable) . 2021 CEO options are all struck above current trading price per PVP narrative .
Selected option tranches (as of 12/31/2024):
| Options (exercisable/unexercisable) | Strike | Expiry |
|---|---|---|
| 2,435,655 / 0 | $27.35 | 7/16/2025 |
| 2,211,344 / 0 | $28.72 | 7/16/2025 |
| 2,155,404 / 0 | $30.15 | 7/16/2025 |
| 2,393,454 / 0 | $31.66 | 7/16/2025 |
| 1,571,489 / 0 | $33.24 | 7/16/2025 |
| 1,226,463 / 408,821 | $35.65 | 5/16/2028 |
| 759,706 / 759,708 | $37.43 | 5/16/2028 |
| 514,036 / 1,043,649 | $39.30 | 5/16/2028 |
Implication: significant 2025-2028 option expirations have strikes materially above the 12/31/2024 close used for termination valuations ($10.57), which moderates near-term monetization pressure; scheduled 30% PRSU distributions in Jan 2027 and Jan 2028 are future supply events .
Employment Terms
- Current CEO agreement (pre-Separation): term through Dec 31, 2027; base salary $3,000,000; target cash bonus $22,000,000; annual equity 100% PRSUs; restrictive covenants include non-compete, non-solicit, and confidentiality .
- In June 2025, WBD entered new agreements contemplating a potential separation of Streaming & Studios vs Global Networks: post-Separation, CEO target annual pay reduced and more at-risk (bonus target $6,000,000; equity target $15.5M first year then $7.5M per year), adoption of double-trigger cash severance upon change in control; one-time inducement stock options largely forfeitable if no Separation/Qualifying Transaction by 12/31/2026 . In November 2025, terms were amended to accommodate alternative structures (e.g., Reverse Spinoff) and Qualifying CIC agreements, with provisions to extend term and maintain incentive alignment if a Qualifying CIC Agreement is signed by 12/31/2026 .
Severance and Change-in-Control Quantification (as of 12/31/2024)
| Scenario | Base Salary | Bonus | PRSUs | COBRA | Total |
|---|---|---|---|---|---|
| Voluntary Termination | 0 | 23,897,060 | 0 | 0 | 23,897,060 |
| Death | 0 | 23,897,060 | 66,059,096 | 44,195 | 90,000,351 |
| Disability | 0 | 23,897,060 | 66,059,096 | 71,203 | 90,027,359 |
| Involuntary Without Cause | 6,000,000 | 47,897,060 | 66,059,096 | 44,195 | 120,000,351 |
| Good Reason | 6,000,000 | 47,897,060 | 66,059,096 | 44,195 | 120,000,351 |
| CIC + Involuntary/Good Reason (Double Trigger) | 6,000,000 | 47,897,060 | 113,059,096 | 44,195 | 167,000,351 |
| Voluntary after 31st Day Post-CIC Window | 6,000,000 | 47,897,060 | 113,059,096 | 0 | 166,956,156 |
- Footnote: If CIC due solely to Majority Board Change and no termination within 60 days, PRSUs vest at 150% (not 200%); total would be $155,206,156 . CEO “Cause” and “Good Reason” definitions disclosed . Non-CEO NEOs have double-trigger requirements; RSUs/PRSUs vesting treatment outlined by separation reason (death, disability, retirement) .
Board Governance
- Board service: Director since 2008; not a member of standing committees; not independent (as CEO) .
- Governance: Independent Board Chair (Samuel A. Di Piazza Jr.); 12 of 13 directors independent; Audit, Compensation, and Nominating/Governance Committees are fully independent .
- Employee directors (including the CEO) receive no director compensation . Director ownership guideline is 5x cash retainer; all directors on track or in compliance .
Compensation Peer Group (for benchmarking)
Peer group used in 2024 included: Charter, Comcast, EA, Fox, Liberty Global, Meta, Netflix, Paramount, Disney, and Sirius XM (added in 2024; Activision removed after acquisition) . Independent consultant Pay Governance advises the committee and is independent of management .
Say‑on‑Pay & Shareholder Feedback
- 2024 Say-on-Pay: majority approval but significant opposition; WBD engaged extensively and made program changes . Actions include: eliminated CEO guaranteed bonus (2025), revamped ICP to 100% financial factor plus an individual multiplier (2025), strengthened TSR modifier, and eliminated supplemental NEO equity grants effective 2026 . 2024 CEO pay ratio was 398:1 (CEO total $51,918,563 vs median employee $130,316) .
Related Party Transactions and Perquisites
- Related parties: CEO’s daughter employed as a CNN producer since 2019; compensation exceeded $120,000 in 2024 and was consistent with peers in similar roles; disclosed and reviewed under related person policy .
- Perquisites: Up to 250 hours of personal aircraft use (first 125 hours at company expense; second 125 reimbursed at 2x fuel cost); typical gross-up for spousal business travel; enhanced personal security program (2024 included ~$285,553 one-time equipment) .
Performance & Track Record Highlights (2024 context)
- Delivered $4.4B FCF and retired $4.4B debt in 2024; reduced net leverage below 4.0x Adjusted EBITDA by year-end 2024 (non-GAAP) .
- Achieved incremental $1.8B cost savings in 2024; expanded Max to 70 markets; DTC engagement improved vs 2023 .
- Adjusted EBITDA $9,032 million for 2024; Net loss available to WBD $(11,311) million (GAAP) .
Compensation Structure Analysis
- Alignment positives: CEO equity 100% PRSUs; cash bonus tied 70% to financials (revenue, EBITDA, DTC subs) and 30% to preset strategic goals; FCF-based PRSUs with 200% cap; strengthened TSR modifier (non-CEO NEOs) and shift to double-trigger severance post-Separation .
- Pressure points: Large “other compensation” line includes security and aircraft-related benefits with tax gross-up in certain cases; significant termination/change-in-control values; sizeable PRSU distributions scheduled in 2027/2028 create known supply; prior 2021 options deeply out-of-the-money but large counts persist .
Investment Implications
- Pay-for-performance linkage has been tightened (elimination of guaranteed CEO bonus, TSR emphasis, and 2026 elimination of supplemental equity), which should better align outcomes with shareholder returns; FCF outperformance drove maximum PRSU payout in 2024, signaling high sensitivity to cash generation targets .
- Near-term insider selling pressure appears limited by underwater legacy option strikes and deferred PRSU distributions (30% in Jan 2027/Jan 2028); however, those deferred tranches represent identifiable future supply events .
- Retention risk is mitigated by long-dated employment protections and significant equity overhang with multi-year vesting; 2025 amendments around potential separation/CIC aim to preserve leadership continuity through strategic alternatives while reducing CEO target annual pay post-Separation and adopting double-trigger severance .
- Governance safeguards (independent chair, fully independent committees, clawback/hedging limits, stock ownership rules) moderate dual-role risks of CEO/director; related-party employment is monitored under policy and disclosed .