Samuel A. Di Piazza, Jr.
Independent Board Chair at WBD
Board
About Samuel A. Di Piazza, Jr.
Samuel A. Di Piazza, Jr. (age 74) is the Independent Board Chair of Warner Bros. Discovery (WBD) and has served on the Board since 2022. He is a member of the Audit Committee and has been designated an Audit Committee Financial Expert. He holds a BS from the University of Alabama and an MS from the University of Houston. Prior roles include Global CEO of PwC (2002–2009) and Vice Chairman of Citigroup’s Global Corporate and Investment Bank (2011–2014) .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| PricewaterhouseCoopers International Limited (PwC) | Global CEO | 2002–2009 | Led global audit, tax and advisory firm, bringing deep financial reporting, accounting, tax and risk management expertise to WBD . |
| PwC (formerly Coopers & Lybrand) | Various leadership roles incl. Senior Partner | 1973–2002 | Extensive global management experience applicable to WBD’s international operations . |
| Citigroup | Vice Chairman, Global Corporate & Investment Bank | 2011–2014 | Advised large global clients on significant financial transactions and risk mitigation . |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| ProAssurance Corporation | Director | 2014–present | Current public company directorship . |
| Regions Financial Corporation | Director | 2016–2023 | Prior public company directorship (within last five years) . |
| Jones Lang LaSalle Incorporated | Director | 2015–2023 | Prior public company directorship (within last five years) . |
| AT&T Inc. | Director | 2015–2022 | Prior public company directorship; industry-adjacent to WBD legacy assets . |
Board Governance
- Roles: Independent Board Chair; Audit Committee member; designated Audit Committee Financial Expert .
- Independence: Board determined all directors other than the CEO are independent under Nasdaq rules; this includes Mr. Di Piazza .
- Attendance: In 2024, the Board and committees held 38 meetings; all incumbent directors attended at least 90% of their scheduled Board and committee meetings. All directors at the time attended the 2024 Annual Meeting .
- Engagement: As Independent Board Chair, Mr. Di Piazza co-led post–2024 meeting shareholder outreach (offered to 46% of shares; engaged holders of 36%; independent directors participated in 100% of meetings) .
- Leadership structure: WBD separates the CEO and Board Chair roles; the Board explicitly reaffirmed this structure with Mr. Di Piazza as Chair .
- Executive sessions: Guidelines provide that independent directors meet at least twice per year in executive session .
Committee Memberships and Meetings (2024)
| Committee | Mr. Di Piazza’s Role | Meetings (2024) | Notes |
|---|---|---|---|
| Audit Committee | Member | 7 | Audit Committee Financial Expert; oversees ERM, cybersecurity, sustainability reporting, and auditor oversight . |
| Compensation Committee | Not a member | 8 | Committee composition and responsibilities disclosed for context . |
| Nominating & Corporate Governance Committee | Not a member | 10 | Oversees governance, director nominations, related-person transactions . |
Fixed Compensation
| Component | 2024 Amount | Structure/Notes |
|---|---|---|
| Board Chair annual cash retainer | $300,000 | 2024 Board service cash retainer for Chair . |
| Audit Committee member retainer | $20,000 | 2024 Audit Committee member cash retainer . |
| Total cash fees earned (reported) | $320,000 | Matches retainer math above . |
| Meeting fees | None | Cash compensation consists solely of annual retainers; no meeting fees . |
| 2025 changes (Board Chair) | Cash $280,000; Equity $240,000 | Shift reduces cash by $20,000 and increases equity by $20,000 to further align with shareholders . |
Additional fixed-comp details:
- Deferral elections: Mr. Di Piazza elected to defer 100% of his 2024 cash retainer into notional WBD shares under the Non-Employee Directors Deferral Plan (to settle in stock), resulting in 37,098 notional shares to be distributed at settlement; he also elected to defer settlement of his 2024 RSU grant .
Performance Compensation
| Component | 2024 Amount/Structure | Vesting/Terms |
|---|---|---|
| Annual equity grant (non-employee directors) | RSUs with grant date fair value of $221,618 (Mr. Di Piazza) | RSUs granted June 5, 2024; vest 100% on the earlier of the one-year anniversary or the 2025 Annual Meeting; no dividend rights . |
| Unvested RSUs at 12/31/2024 | 26,700 units (Mr. Di Piazza) | Subject to vesting terms noted above . |
| Performance metrics tied to director equity | None | Director equity is time-based; no performance metrics apply . |
Other Directorships & Interlocks
| Company | Relationship to WBD | Potential Interlock/Notes |
|---|---|---|
| ProAssurance Corporation (current) | Unrelated sector (insurance) | Current public board; no WBD related-party disclosure . |
| AT&T Inc. (prior) | Former parent of WarnerMedia (pre-2022) | Service ended in 2022; WBD independence affirmed afterwards . |
| Regions Financial; Jones Lang LaSalle (prior) | Unrelated sectors | Prior boards; no WBD related-party disclosure . |
WBD-related person transactions disclosed in 2024/2025 involve entities related to other directors (SoFi, Angi, Wiz) and two family employment items; none involve Mr. Di Piazza .
Expertise & Qualifications
- Financial reporting, accounting, tax, and risk management expertise from leading PwC; global operational experience matches WBD’s multi-geo footprint .
- Capital markets and transaction advisory experience from Citigroup; Audit Committee Financial Expert designation by the Board .
- Prior board experience in telecom/media (AT&T, DirecTV) and large public companies augments industry and governance oversight .
Equity Ownership
| Metric | Amount | Notes |
|---|---|---|
| Beneficially owned shares | 41,886 | Includes 3,443 shares held by spouse . |
| Shares acquirable within 60 days | — | None reported for Mr. Di Piazza . |
| Deferred RSUs and notional shares (deferral accounts) | 128,479 | Represents director deferred equity and notional shares (separate from beneficial ownership) . |
| Ownership as % of outstanding | <1% | “Percent of class” indicated as less than 1% . |
| Shares pledged as collateral | None disclosed | Pledging footnote applies to Dr. Malone (3,650,000 pledged); no pledge footnote for Mr. Di Piazza . |
| Ownership guideline compliance | In compliance/on track | Directors must hold 5× annual cash retainer within 5 years; all directors met or on track as of 12/31/2024 . |
Insider Trades
| Date (Filing) | Form | Summary | Source |
|---|---|---|---|
| July 3, 2025 (period end June 30, 2025) | Form 4 | Reported changes in beneficial ownership; details in filing | |
| 2025 (additional Form 4) | Form 4 | Additional 2025 Form 4 on EDGAR for Mr. Di Piazza (see index) |
Note: Beneficial ownership and director equity deferrals are disclosed in the 2025 proxy; specific trade details are in Form 4s linked above .
Governance Assessment
-
Positives
- Independent Board Chair with deep financial/audit expertise; also designated an Audit Committee Financial Expert, strengthening financial oversight .
- Strong engagement leadership: Chair co-led post–2024 shareholder outreach; broad outreach and high participation by independent directors signals responsiveness (46% offered; 36% engaged; 100% independents participated) .
- Alignment with shareholders: Elected to defer 100% of cash retainers into notional WBD shares and deferred settlement of RSUs; no “All Other Compensation” for him in 2024, and the 2025 program shifts more director pay into equity .
- Independence and attendance: Board independence robust (12 of 13 independent in 2024), and all directors met ≥90% attendance; Board separates Chair/CEO roles .
- No related-party transactions or pledging disclosed for Mr. Di Piazza .
-
Watch items
- Historical relationship to PwC (Global CEO through 2009) while serving on Audit Committee, and PwC is WBD’s auditor. The Board has affirmed director independence and the Audit Committee conducts independence reviews of PwC; continue monitoring auditor independence and any recusals as appropriate .
- Broader Board-related transactions exist with companies linked to other directors (SoFi, Angi, Wiz); continue oversight of related-person transactions via the Nominating & Corporate Governance Committee .
Director Compensation (Detail)
| Metric | 2024 | Notes |
|---|---|---|
| Fees Earned or Paid in Cash | $320,000 | Board Chair ($300,000) + Audit Committee member ($20,000); Mr. Di Piazza elected to defer 100% into notional WBD shares . |
| Stock Awards (grant-date fair value) | $221,618 | Annual RSU award; RSUs vest at earlier of 1-year from grant (June 5, 2024) or 2025 AGM; he elected to defer settlement . |
| All Other Compensation | — | No other compensation reported for him in 2024 . |
| Unvested RSUs at 12/31/2024 | 26,700 | Outstanding director RSUs . |
Director compensation framework and changes:
- 2024 program: Board Chair cash $300,000; Board Member cash $125,000; annual RSUs $220,000; committee retainers as disclosed .
- 2025 program: Board Chair cash $280,000; Board Member cash $105,000; annual RSUs $240,000 (shift toward equity); committee retainers unchanged .
- No meeting fees; equity awards under the Director Incentive Plan; directors can defer cash/equity via the Deferral Plan .
Potential Conflicts & Related-Party Exposure
- No related-person transactions disclosed for Mr. Di Piazza in 2024–2025 proxy; WBD discloses certain commercial relationships with SoFi (Noto), Angi (Levin) and Wiz (Merchant), and two family employment items unrelated to Mr. Di Piazza .
- Auditor relationship: PwC is WBD’s auditor; Mr. Di Piazza is a former PwC Global CEO (ended 2009). The Board reaffirmed his independence under Nasdaq rules; the Audit Committee reports on and monitors auditor independence .
Say-on-Pay & Shareholder Feedback (Chair Involvement)
- Following the 2024 Annual Meeting, the Independent Board Chair sought direct shareholder feedback on special meeting rights (investors favored a 20–25% threshold with a one-year holding period), leading to a proposal to permit 20% holders (with 1-year holding) to call special meetings (Proposal Four) .
- The Chair co-led broader executive compensation engagement with investors in 2024–2025 .
Summary Signals for Investors
- Strong alignment: Significant deferral of director cash fees into WBD stock, equity-heavy 2025 director pay structure, and compliance with robust 5× retainer ownership guideline .
- Effective oversight posture: Independent chairmanship, financial expertise designation, and high participation in shareholder engagement bolster confidence in board effectiveness .
- No apparent personal conflicts: No RPTs or pledging tied to Mr. Di Piazza; continue to monitor auditor independence given historical PwC leadership .