The majority of Warner Bros. Discovery shareholders who voted at the company’s 2025 annual meeting evidently believe CEO David Zaslav and other top execs are earning too much.
At WBD’s annual stockholders meeting held June 2, investors voted down a non-binding “advisory” measure to approve the 2024 compensation packages of Zaslav and the company’s other named executive officers, according to an SEC filing. Such a measure is referred to as a “say-on-pay” vote, designed to give shareholders a voice in expressing their approval — or disapproval — of exec compensation.
Per the WBD-reported tallies, there were 724.5 million shares voted “for” the executive compensation package advisory and 1.06 billion shares voted “against” the measure — meaning almost 60% of the votes cast were against the pay packages. In addition, there were 5.69 million shares that did not vote (abstentions) and 307.38 million broker non-votes.
In a statement to Variety, Warner Bros. Discovery’s board said: “The Warner Bros. Discovery Board of Directors appreciates the views of all its shareholders and takes the results of the annual advisory vote on executive compensation seriously. The Compensation Committee of the Board looks forward to continuing its regular practice of engaging in constructive dialogue with our shareholders.”
At WBD’s 2024 annual meeting, the majority of shares voted on the “say-on-pay” advisory were in favor of the executive compensation program, by a 54% to 46% margin. Given that “a significant number of votes were cast against our executive compensation program,” the board’s compensation committee “took additional steps to further enhance our program,” the company said in its 2025 proxy filing. For Zaslav’s comp package, a change it made was that it “transitioned away from guaranteed bonus to ensure outcomes are solely driven by company performance against preset financial and strategic goals.”
For 2024, Zaslav’s pay package rose 4.4% to $51.9 million, according to the company’s latest proxy statement. His base salary was $3 million and he received stock awards worth $23.1 million, bonus compensation of $23.9 million and “all other” compensation of $1.9 million. According to Warner Bros. Discovery, Zaslav’s cash bonus was determined based on a weighted formula with 70% of the sum based on hitting three financial metrics (revenue, adjusted EBITDA and year-end paid streaming subscribers) and 30% based on performance against “strategic measures.”
Zaslav had a 2023 pay package worth $49.7 million, up 26.5% from the year prior. His compensation totaled $39.3 million in 2022, after he received an astonishing $246.6 million (which included $203 million in stock option grants) in 2021.
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The 2024 pay packages for Warner Bros. Discovery’s other top executives were: CFO Gunnar Wiedenfels, $17 million (flat with his 2023 compensation); chief revenue and strategy officer Bruce Campbell, $19.8 million (up 8%); global streaming and games CEO and president J.B. Perrette, $19.7 million (down 2%); and international president Gerhard Zeiler, $14.8 million (up more than 11%).
From Variety US