2024 wasn’t a great year for Warner Bros. Discovery as indicated by several indicators. Their revenue decreased by 4.8%, landing at $39.3 billion. The company reported a significant net loss of $11.5 billion, primarily due to a $9.1 billion goodwill impairment charge that reflected the reduced value of its linear TV networks. As a result, WBD’s shares dropped approximately 7% over the year.
Last year, Warner Bros. Discovery decided to give me, David Zaslav, a 4.4% raise, bumping up my total compensation to an impressive $51.9 million. This figure includes a cash bonus worth $23.9 million and performance-based restricted stock grants amounting to $23.1 million. As per Warner Bros. Discovery, I managed to hit 108.6% of my 2024 cash bonus target, and even exceeded the target by a whopping 200% for my stock grants.
How exactly did Zaslav get a pay hike amid Warner Bros. Discovery’s financial decline?
At the 2025 annual shareholder meeting, I, along with many other investors, chose to cast my votes against an advisory resolution suggesting approval for Zaslav and other top executives’ pay packages. This was more of a symbolic gesture, as the outcome doesn’t directly influence WBD’s approach to structuring its compensation plans. Despite this, the WBD board’s compensation committee has expressed their intention to carry on with their regular practice of open dialogue with us shareholders.
Just as many other publicly-traded corporations do, Warner Bros. Discovery structurs compensation for top executives such as Zaslav to ensure that their objectives correspond with those of shareholders, as stated in their most recent annual report.
The detailed explanation in WBD’s 2025 proxy document clearly lays out the reasons why Zaslav received his compensation, as determined by the board.
Initially, Zaslav received a cash bonus, thankfully not linked to the company’s overall profitability. Warner Bros. Discovery revealed that this bonus was calculated using a blend of factors, with 70% derived from three financial indicators: revenue, adjusted EBITDA, and the number of subscribers at the end of the year who were actively streaming. The remaining 30% was assessed based on his achievements against strategic targets.
In 2024, WBD’s revenue fell short of the $40.4 billion required threshold for their compensation committee to award a certain portion of Zaslav’s cash bonus. However, another significant factor in determining his bonus was adjusted EBITDA, which was $9.032 billion for 2024 – a decrease of 11% compared to the previous year, but still surpassing the $9 billion threshold necessary for a full payout. Moreover, WBD exceeded their target of 112.9 million streaming subscribers by the end of the year, earning Zaslav a 125% bonus payout as they finished with 116.9 million streaming subscribers.
In a different context, Zaslav’s bonus was influenced by strategic objectives that leaned more towards quality rather than quantity. One such objective for Zaslav was to finalize the integration pipeline and introduce cost-cutting measures in response to the decrease in linear [TV] revenue. On this particular point, Zaslaw exceeded expectations, saving an additional $1.8 billion in 2024, a significant overachievement compared to the set internal goal, as reported by the WBD compensation committee. Notably, these savings were partially accomplished through substantial workforce reductions. The committee concluded that Zaslav successfully achieved the defined strategic goals at 115% of his target.
In 2024, Zaslav received stock grants worth approximately $23.1 million as part of Warner Bros. Discovery’s long-term incentive compensation plan. The company’s compensation committee stated that this equity award was given to ensure the interests of executives are aligned with those of shareholders, by making a significant portion of their total remuneration dependent on stock performance.
The stock awards given to Zaslav last year weren’t tied to the overall performance of the stock (like changes in price over time). Instead, they were connected to personal strategic objectives, much like those used to determine his cash bonus. For instance, one such objective was that he “successfully revived WBTV following a strike, resulting in an increase in episodes in 2024 as compared to 2023.
25% of Zaslav’s stock-grant was contingent on his performance regarding Free Cash Flow (FCF). In 2024, Warner Bros. Discovery’s Free Cash Flow dropped by 28%, amounting to $4.4 billion. Despite this decline, the figure surpassed the required “above target” threshold of $4.03 billion FCF for determining his long-term incentive pay, causing a clause in Zaslav’s contract to activate. This clause resulted in the awards vesting at double the target amount. The committee stated that 70% of these vested shares would be granted immediately, with the remaining 30% due in 2028, contingent on Zaslav’s continued employment and other award conditions.
The reason why Zaslav’s stock grants aren’t tied to an increase in WBD’s stock price is explained by the compensation committee. They stated that Zaslav received a substantial amount of stock options at a premium when he signed his employment contract in 2021, and for these options to be valuable, there needs to be significant appreciation in the stock price. The committee believes that with this already substantial grant, Zaslav’s compensation is aligned with WBD’s stock performance and he is motivated enough by this arrangement to take actions that will boost the stock price.
Incidentally, the WBD board’s compensation committee viewed the setback of losing U.S. NBA game rights favorably. The committee highlighted Zaslav’s achievements in 2024, stating that he successfully negotiated with the NBA, leading to a more advantageous long-term partnership for WBD. This deal enabled WBD to maintain valuable international NBA game rights and global access to NBA digital highlights through Bleacher Report.
Media CEO Pay Packages in 2024: The Air Up There
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2025-06-05 15:18