Zaslav 2025 Pay Hits $165M; $109.6M Bonus Tied to Dead Split
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- Zaslav's 2025 compensation tripled to $165M from $51.9M the prior year, driven by $109.6M in option awards from an amended employment agreement as a one-time bonus tied to WBD's planned corporate split
- WBD's Compensation Committee kept the split-linked awards in effect even though the separation was abandoned in favor of a pending $31-per-share merger with David Ellison's Paramount, according to the company's SEC proxy filing
- The Paramount merger will trigger a golden parachute for Zaslav worth up to $886M if it closes — $517M in equity, $34M in cash severance, $44M in perquisites, and a $334M tax reimbursement to cover his tax hit on the package
- Shareholders voted by a large margin to reject Zaslav's parachute at a special meeting last week while overwhelmingly approving the merger; the pay vote is non-binding, and a separate say-on-pay vote on his 2025 compensation is set for the June 9 annual meeting
- WBD's stock rose 164% from the start of 2025 to the merger signing, with the $31-per-share Paramount offer representing a 147% premium to the $12.54 unaffected closing price on September 10, 2025 — the day before reports surfaced of Ellison's bid
- Other WBD NEOs saw varied pay changes — CFO Gunnar Wiedenfels at ~$17M (flat), Bruce Campbell at $22.3M, Jean-Briac Perette at $22.5M, and new Chief Legal Officer Priya Aiyar at $23.3M — with Wiedenfels signing a new contract through April 2028 that includes a $2M signing bonus
Why it matters: Zaslav is collecting full retention awards for a corporate split that was never executed and stands to walk away with up to $886M from a merger that shareholders approved but also voted overwhelmingly to reject his golden parachute on. The non-binding protest leaves the package intact unless the board intervenes, and California Attorney General Rob Bonta is weighing whether to challenge the deal itself — the only remaining check on the payout.
