Warner Brothers Discovery: David Zaslav’s Overpaid Sequel

Annual Meeting: May 8

David Zaslav has the dubious distinction of being on our list of Overpaid CEOs in each of the years we have done the report, first at Discovery and now at Warner Brothers.

This year his total reported compensation was $39,288,458. This is actually a lower figure than last year only because he did not receive a mega-grant that led to eye popping numbers in the summary compensation table. In fact, under the new and mis-named “actually paid” figure he is reported to have (40,926,334) in negative pay, based on how poorly the stock has performed over the prior year.

What makes his package so notable this year is the percentage of his total compensation that is in cash. He received an exorbitant salary of $3,00,000, (guaranteed through the end of 2027) and has a target cash bonus of $22,000,000. The filing below notes that Zaslav’s 2023 bonus is guaranteed at target. That is a spectacularly large amount of guaranteed cash. It is noteworthy that all the other executives have cash bonuses established as a percentage of their salary, ranging from 175 percent to 200 percent.

In an 8k filing on March 6, the company announced that it would make $11.75 million of “one-time, non-recurring grants of performance-based restricted stock units” with a goal of “increasing free cash flow and reducing leverage.”  

The company's status as a controlled company, with multiple classes of stock that grant disproportionate power to a select few shareholders, permits them to disregard shareholder votes, regardless of what they proclaim in the proxy statement.