The new numbers are out, and they’re big. Warner Bros Discovery CEO David Zaslav is set to receive payments and benefits valued at well over $700 million at the close of the company’s planned sale to Paramount Skydance.
An SEC filing Monday laid out the bucks based on the $31-a-share cash deal and the severance agreement included in the chief executive’s current employment contract.
The bundle is composed of $34.2 million in a cash severance payment; equity valued at $517.2 million, reflecting the aggregate cash value of unvested WBD options, unvested WBD RSUs and unvested WBD PRSUs (restricted stock units and performance restricted stock units); and $44.2 million in perquisites.
The document also included a tax reimbursement of $334 million that was calculated based on a March 11 close for the purposes of the filing. The company said the tax reimbursement number will go down over time before the actual close as Zaslav’s options vest. Nonetheless, it did include the figure in his payout table, which brought the merger-related payout to $886.8 million.
The filing also separately noted $115.7 in stock options that have vested. Subtracting the $334 million — although some may still accrue to the CEO — and adding the $115.7 million, the minimum package Zaslav will exit with comes to $711.4 million.
The filing said the estimates are “based on multiple assumptions that may or may not actually occur or be accurate” and amounts may differ. For instance, the award will be larger if a so-called “ticking” consideration is triggered. That’s a daily fee Paramount added to sweeten if offer for WBD shareholders equal to $0.25 per share per quarter beginning after September 30, 2026 if the deal hasn’t closed, until it does. Paramount said it expects to close in the third quarter.
Several weeks ago, Zaslav sold stock worth north of $114 million.
WBD has yet to set the date of a special meeting where stockholders will vote on the the merger but it’s expected in April.
The extensive filing today explained the genesis of the transaction that saw WBD terminate a previous deal to sell its studios and streaming assets to Netflix. David Ellison’s Paramount, which had been aggressively pursing WBD since last fall, quickly paid the $2.8 billion breakup fee. The transaction values WBD at enterprise value of $110 billion.
WBD will alo hold its regular annual meeting this summer where shareholders can opine on executive compensation for 2025, numbers which have not yet been released but, for Zaslav, are never small and will be in addition to his merger-related payout.
Zaslav’s reported compensation totaled $51.9 million in 2024; $49.7 million in 2023 and $39.3 million in 2022. It was valued at $246 million in 2021, a massive package inflated by a large option grant.
