Fazal F. Merchant
Director at WBD
Board
About Fazal F. Merchant
Independent director at Warner Bros. Discovery (WBD) since 2022; age 52. Merchant holds a BA from the University of Texas at Austin and an MBA from Indiana University. He brings three decades of corporate finance and investment banking experience, with CFO roles at media and technology companies, and currently serves as President and CFO at Wiz (cloud security) since 2025; he is also designated an Audit Committee Financial Expert by WBD’s Board .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Wiz, Inc. | President & Chief Financial Officer | 2025–present | Technology/cybersecurity oversight experience strengthens Board risk oversight |
| Sixth Street Partners | Senior Advisor | 2023–present | Global investment perspective |
| Tanium, Inc. | Co-CEO; COO & CFO | Co-CEO 2019–2020; COO & CFO 2017–2019 | Cybersecurity and IT management expertise relevant to WBD oversight |
| DreamWorks Animation SKG | Chief Financial Officer | 2014–2016 | Media CFO experience |
| DirecTV | SVP Corporate Development; Corporate Treasurer; CFO Latin America | 2012–2014 | Capital markets and strategy background |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Ryman Hospitality Properties | Director | 2017–present | Public company board service |
| Meritor, Inc. | Director (prior) | 2020–2022 | Prior public board service |
Board Governance
- Committee assignments: Audit Committee member; Nominating & Corporate Governance Committee member .
- Audit Committee Financial Expert designation: Paula A. Price, Samuel A. Di Piazza, Jr., Kenneth W. Lowe, and Fazal F. Merchant qualify under SEC rules .
- Committee meeting cadence (2024): Audit Committee met 7 times; Nominating & Corporate Governance Committee met 10 times .
- Independence and attendance: Board determined Merchant is independent; all incumbent directors attended at least 90% of Board and committee meetings in 2024 .
- Audit Committee Report signatory: Merchant is listed among members submitting the report, confirming active oversight of financial reporting .
Fixed Compensation
| Component (2024) | Amount ($) | Detail |
|---|---|---|
| Board annual cash retainer | 125,000 | Standard non-employee director retainer |
| Audit Committee member retainer | 20,000 | Committee service fee |
| Nominating & Corporate Governance Committee member retainer | 10,000 | Committee service fee |
| Total cash fees earned | 155,000 | Sum of retainers |
| Annual RSU grant (grant-date fair value) | 221,610 | RSUs granted June 5, 2024; vest 100% on earlier of one-year anniversary or 2025 Annual Meeting; cap $750,000 per director; no dividends |
| Unvested RSUs at 12/31/2024 (units) | 26,700 | Merchant holdings |
| All other compensation | 80,514 | Olympics hospitality ($46,819 for two guests) and tax reimbursement ($33,695) |
| Total 2024 director compensation | 457,124 | Cash, stock, other |
- 2025 program changes: Board reduced annual cash retainers and increased annual equity grants to further align with stockholder interests. Board Member cash retainer $105,000; Board Member annual equity grant $240,000 (RSUs) .
Performance Compensation
- Not applicable. WBD non-employee director equity is time-based RSUs; no disclosed performance metrics (e.g., revenue/EBITDA/TSR) tied to director compensation .
Other Directorships & Interlocks
| Company | Relationship | Potential Interlock/Transaction |
|---|---|---|
| Ryman Hospitality Properties | Current public company directorship | Governance interlock only; no WBD transaction disclosed in proxy |
| Meritor, Inc. | Prior public company directorship | None currently |
| Wiz, Inc. | Officer (President & CFO) | WBD purchases cybersecurity SaaS from Wiz on customary rates and terms; approximately $2.3 million anticipated in 2025. Reviewed under related-person transaction policy . |
Expertise & Qualifications
- Financial reporting, controls, capital markets, and corporate finance expertise from CFO and investment banking background .
- Technology and cybersecurity oversight experience (Tanium, Wiz) enhances Board oversight of cyber and IT risks .
- Audit Committee Financial Expert designation evidences technical proficiency in financial reporting oversight .
Equity Ownership
| Metric | Value |
|---|---|
| Shares beneficially owned | 79,839 |
| Shares acquirable within 60 days | 26,700 |
| Total beneficial ownership | 106,539 |
| Percent of class | <1% |
| Unvested RSUs at 12/31/2024 | 26,700 |
| Director ownership guideline | 5x annual cash retainer; five years to comply; all directors at 12/31/2024 had reached or were on track |
Governance Assessment
- Strengths: Independent director with high attendance; dual committee service (Audit; Nominating & Corporate Governance); designated Audit Committee Financial Expert; deep finance and cybersecurity experience aligned to WBD’s risk oversight needs .
- Alignment: Director pay weighted toward equity; 2025 changes increased equity and reduced cash, improving alignment with stockholders. RSU vesting ties service continuity to equity accumulation under robust ownership guidelines .
- Potential conflicts (RED FLAG): Related-person transaction involving Wiz (Merchant serves as President & CFO) with ~$2.3M anticipated 2025 spend. Mitigants: transactions on customary rates/terms and subject to review/approval under WBD related-person policy by the Nominating & Corporate Governance Committee .
- Optics risk: 2024 “All Other Compensation” includes Olympics hospitality and tax reimbursements ($80,514 total for Merchant), which may draw investor scrutiny on perquisites. This was disclosed; similar benefits applied to other directors per program terms .
- Committee engagement: Active participation evidenced by Audit Committee report signatory and service on two key committees; committee meetings (Audit: 7; NCGC: 10) support robust oversight cadence .