That’s quite a golden parachute: David Zaslav is set to receive at least $550 million in compensation with the closing of Paramount Skydance‘s deal to buy Warner Bros. Discovery.
On Monday, WBD disclosed the estimated amounts of compensation for each of WBD’s named executive officers related to Paramount’s $111 billion takeover of Warner Bros. Discovery, also referred to as “golden parachute” compensation.
Zaslav, president and CEO of Warner Bros. Discovery, is set to receive $34.2 million in cash severance; $517.2 million in equity in the combined company; and $44,195 in continued health coverage reimbursement benefits, per a WBD filing with the SEC.
In addition, Zaslav could receive additional payments for tax reimbursements under his agreement with Warner Bros. Discovery. WBD put an estimate of $335.4 million for Zaslav’s tax reimbursement. However, that figure was calculated assuming an effective deal closing on March 11, 2026. Under IRS rules, the actual amount will “significantly decline with the passage of time.” For example, based on current estimates from WBD’s outside tax advisers, if the Paramount-WBD closing were to occur in 2027, no tax reimbursement payment would be expected to be made to Zaslav.
Last month, Zaslav sold $114 million worth of WBD stock after Paramount won the bidding war for the company.
The company also outlined estimated merger-related compensation for other top Warner Bros. Discovery execs.
J.B. Perrette, CEO and president of global streaming and games, is set to receive $142 million (including $18.2 million in cash severance payments and $123.9 million in equity); chief revenue and strategy officer Bruce Campbell will get an estimated $121.5 million (including $18.8 million in severance and $102.7 million in equity); CFO Gunnar Wiedenfels’ package is valued at $120 million (including $6.6 million cash severance payments and $113.1 million in equity); and Gerhard Zeiler, president of international, is set to receive $82.6 million ($11.9 million in severance and $70.7 million in equity).
WBD said the amounts quantified in the section outlining the golden parachute compensation “are estimates based on multiple assumptions” and that “the actual amounts, if any, that may be paid or become payable to directors and executive officers may materially differ from such estimates.”
For example, Paramount has said it expects the WBD deal to close in the third quarter of 2026. The company has agreed to pay a “ticking fee” of 25 cents per share to shareholders for every quarter the deal isn’t completed after that. In that event, the value of the equity Zaslav and the other named executives receive in the combined company would be higher.
In the SEC filing, WBD disclosed payments to financial advisers Allen & Co. and J.P. Morgan.
The company agreed to pay Allen & Co. an aggregate cash fee of $100 million (of which $20 million was payable in connection with the Netflix deal prior to its termination; $10 million was payable upon delivery of Allen & Co.’s opinion to the WBD board in connection with the Paramount merger agreement; $30 million is payable no later than Dec. 1, 2026; and $40 million is payable contingent upon consummation of the Paramount merger). It is paying J.P. Morgan $90 million (of which $45 million was for the now-terminated Netflix merger; $5 million was payable upon delivery of J.P. Morgan’s opinion to the WBD board in connection with the Paramount merger agreement; and $40 million is payable upon closing of the Paramount deal).
WBD also disclosed that on Feb. 18, 2026, it received an electronic communication from Singapore-based company called Nobelis Capital Pte. Ltd., “purporting to submit a ‘binding offer’ to acquire 100% of the WBD Common Stock for $32.50 per share in cash.” But Nobelis’ proposal “did not include any evidence of equity or debt financing, nor a definitive transaction agreement.” Nobelis indicated it had deposited $7.5 billion into an escrow account with J.P. Morgan to cover the “regulatory termination fee,” but WBD’s legal and financial advisers “were unable to verify that Nobelis owned or controlled any material assets, and could not find the purported deposit at J.P. Morgan,” per the WBD filing.
“Unable to verify the bona fides of the Nobelis Proposal, and taking into account the limitations in the [amended and revised] Netflix Merger Agreement, WBD took no further action with respect to the Nobelis Proposal,” the company said.
On March 9, Nobelis Capital “sent further communication to WBD which, among other things, threatened various legal actions against WBD” unless Warner Bros. Discovery entered into a “settlement framework” within 48 hours, according to WBD’s filing. But “WBD took no further action with respect to the Nobelis communication, and WBD has received no further communication from Nobelis as of the date of this proxy statement.”
