Paul A. Gould
Director at WBD
Board
About Paul A. Gould
Paul A. Gould is an independent director of Warner Bros. Discovery (WBD), serving since 2008, age 79, with a BA from Farleigh Dickinson University. He chairs the Compensation Committee and sits on the Nominating & Corporate Governance Committee, bringing decades of investment banking and risk management experience as Executive Vice President and Managing Director at Allen & Company Incorporated (various roles since 1972) . The Board has affirmatively determined he is independent under Nasdaq rules and WBD’s Corporate Governance Guidelines .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Allen & Company Incorporated | Executive Vice President & Managing Director | Various roles since 1972 | Managed expansion of investment portfolio through financial and risk management strategies; enhances oversight of WBD capital allocation and international expansion |
| Discovery Holding Company | Director (prior to merger with Discovery, Inc.) | Former | Provides industry perspective on multi-faceted brands and operations |
External Roles
| Organization | Role | Since | Notes |
|---|---|---|---|
| Liberty Global Ltd. | Director | 2005 | Independence evaluated given distributor relationships; Board concluded no interference with independence |
| Liberty Latin America Ltd. | Director | 2017 | Public company directorship |
| Radius Global Infrastructure, Inc. | Director | 2020–2023 | Prior public company directorship |
| International Monetary Fund | Advisory Committee Member | 2006 | External advisory role |
| Weill Cornell Medical College | Board of Fellows & Business and Finance Committee Member | 2011 | External non-profit governance |
| Wildlife Conservation Society | Chair, Investment Committee | 2017 | External non-profit investment oversight |
Board Governance
- Committees: Compensation Committee Chair; Nominating & Corporate Governance Committee member .
- Independence: Board determined Gould (and all nominees except the CEO) are independent; audit/comp/nom committees fully independent .
- Attendance: In 2024, the Board/committees held 38 meetings; all incumbent directors attended at least 90% of Board and committee meetings; directors attend annual meetings .
- Committee activity: Compensation Committee held 8 meetings; Nominating & Corporate Governance Committee held 10 meetings in 2024 .
- Executive sessions: Corporate Governance Guidelines provide independent directors meet at least twice per year in executive session .
Fixed Compensation
| Component (Director) | 2024 Amount | Detail |
|---|---|---|
| Board Member Annual Cash Retainer | $125,000 | Standard board retainer |
| Compensation Committee Chair Retainer | $35,000 | Chair fee |
| Nominating & Corporate Governance Committee Member Retainer | $10,000 | Member fee |
| Total Cash Fees (Gould Actual) | $170,000 | Reported 2024 cash fees |
| Annual Equity Grant (RSUs) | $221,610 | Grant-date fair value; RSUs vest by earlier of 1-year anniversary or 2025 Annual Meeting |
| Unvested RSUs at 12/31/2024 | 26,700 | Outstanding unvested RSUs |
| 2025 Board Member Cash Retainer | $105,000 | Program change adopted Dec 2024 (reduce cash, increase equity) |
| 2025 Annual Equity Grant (RSUs) | $240,000 | Program change adopted Dec 2024 |
| Deferral Elections | — | Gould elected to defer 2024 cash retainer receipt; deferred settlement of 2024 RSU grant |
Performance Compensation
WBD follows a pay-for-performance program overseen by the Compensation Committee (chaired by Gould). Key metrics for 2024 annual bonuses and long-term incentives:
| Metric | Weight | Threshold | Target | Above Target | Actual Achievement |
|---|---|---|---|---|---|
| Adjusted EBITDA ($mm) | 60% | $6,300 | $9,000 | $9,900 | $9,324 |
| Net Revenue ($mm) | 30% | $28,279 | $40,399 | $44,439 | $39,589 |
| Year-End Paid DTC Subscribers (mm) | 10% | 71.8 | 102.6 | 112.9 | 116.9 |
| PRSU Financial Metric | Target ($mm) | Above Target ($mm) | Actual Achievement ($mm) | Payout |
|---|---|---|---|---|
| Free Cash Flow | $3,750 | $4,031 | $4,626 | 200% of target (CEO PRSUs) |
| Relative TSR Modifier | 100th Percentile | 75th | 50th | 25th | 0th |
|---|---|---|---|---|---|
| 2024–2026 PRSUs (non-CEO NEOs) | 150% | 110% | 100% | 90% | 50% |
| 2025–2027 PRSUs (non-CEO NEOs) | 135% | 125% | 100% | 75% | 65% |
Compensation program changes enacted after stockholder outreach include eliminating supplemental PRSUs effective 2026 and strengthening the TSR payout curve; 2025 ICP shifts to 100% financial goals with an Individual Performance Multiplier .
Other Directorships & Interlocks
| Company | Role | Since | Independence/Conflict Note |
|---|---|---|---|
| Liberty Global Ltd. | Director | 2005 | Board specifically evaluated distributor relationships (incl. Liberty Global) and concluded directors’ independence not impaired |
| Liberty Latin America Ltd. | Director | 2017 | Ongoing public company board service |
| Radius Global Infrastructure, Inc. | Director | 2020–2023 | Prior public company service |
Expertise & Qualifications
- Finance, risk management, and capital allocation expertise from long tenure in investment banking; extensive media M&A counsel .
- Industry perspectives from Discovery lineage and global media board experience; supports oversight of multi-segment operations .
- External advisory and investment committee leadership roles (IMF Advisory Committee; Weill Cornell; Wildlife Conservation Society) evidencing stewardship and fiduciary discipline .
Equity Ownership
| Item | Value |
|---|---|
| Total Beneficial Ownership (shares) | 717,198 |
| Ownership as % of Shares Outstanding | Less than 1% |
| Unvested RSUs at 12/31/2024 | 26,700 |
| Deferred RSUs/Notional Shares in Deferral Accounts | 103,159 |
| Deferral Elections | Deferred 2024 cash retainer receipt; deferred settlement of 2024 RSU grant |
| Director Stock Ownership Guideline | 5x annual Board cash retainer; count beneficial shares, unvested RSUs, deferred stock awards (excl. options) |
| Compliance Status | All directors as of Dec 31, 2024 had reached and maintained the target or were on track |
| Hedging/Pledging Policy | Insider Trading Policy prohibits directors/employees from public puts/calls, other derivatives, and short sales; hedging only with prior approval (none by NEOs in 2024) |
Governance Assessment
-
Strengths:
- Seasoned Compensation Committee Chair who personally led investor engagement with the independent Board Chair following 2024 Say-on-Pay concerns; disclosed responsive changes to enhance pay-for-performance linkage .
- Strong governance infrastructure: fully independent key committees, robust clawback policy, and executive/director stock ownership guidelines .
- Ownership alignment: meaningful personal shareholding and use of deferrals; complies with ownership policy .
-
Watch items / potential red flags:
- 2024 performance adjustments increased revenue/EBITDA/FCF for bonus calculations, resulting in higher payouts versus reported results—investors may scrutinize methodology and consistency of adjustments .
- Significant opposition in 2024 Say-on-Pay despite majority approval; indicates sensitivity around executive pay decisions overseen by the Compensation Committee .
- Long tenure (director since 2008) can raise refreshment concerns; however, WBD has added many new independent directors since 2022 and maintains independent leadership .
- External interlocks (Liberty Global/Liberty Latin America) warrant continued monitoring for related-party exposure; Board’s independence evaluation found no interference and no Gould-related transactions disclosed .
Overall, Gould’s financial acumen and compensation governance leadership are positives for board effectiveness and alignment; continued transparency on performance adjustments and responsiveness to shareholder feedback will be key to sustaining investor confidence .