If David Zaslav steers Warner Bros. Discovery to a successful deal close, it will net the company’s shareholders a notable profit — especially if a bidding war escalates and drives Paramount’s hostile $30 per share offer even higher, or if Netflix needs to raise its offer.
The CEO, whose studio empire had been trading below $10 a share earlier this year, sparked an auction with multiple suitors after David Ellison approached the company for a takeover offer after closing his $8 billion deal to merge Paramount and Skydance in August.
As Warners’ board of directors formally rejected Ellison’s bid in favor of Netflix’s $82.7 billion, $27.75-per share offer, the company also revealed in a regulatory filing how much the CEO and his C-suite stand to personally benefit if a transaction closes to any suitor.
Zaslav will receive $30 million in “Golden Parachute” compensation along with $537 million in equity for a total of $567 million in a transaction-associated pay, per the Wednesday filing. Zaslav has led Warners since it formally merged with Discovery in 2022 following a $43 billion spinoff from then-owner AT&T.
Gunnar Wiedenfels, Zaslav’s longtime lieutenant, current CFO and soon-to-be CEO of spinoff firm Discovery Global (which would house CNN, TNT and more cable channels), will receive $5 million in cash and $138 million in equity. Chief revenue officer Bruce Campbell stands to net $17.6 million in cash and $120 million in equity while streaming chief JB Perrette will gain $17.1 million in cash and $150 million in equity. International chief Gerhard Zeiler will see $11.3 million in cash and $83.9 million in equity.
If a bidding war breaks out between Paramount and Netflix, Zaslav and his executives will see the value of their stock holdings rise accordingly. The filing indicated that the Ellisons had promised Zaslav a role as co-CEO and co-chairman worth “hundreds of millions of dollars,” with Zaslav alerting the WBD board about the offer, which he said was not appropriate.
The “Golden Parachute” compensation is in addition to the annual compensation for the C-suite of Warner Bros. Discovery. Zaslav earned $51.9 million in pay packages last year while Weidenfels saw a pay package of $17 million, Campbell received $19.7 million, Perrette made $19.7 million and Zeiler made $14.8 million, per an April filing of 2024 pay.
The latest regulatory disclosure follows a Dec. 5 filing from WBD outlining a transaction bonus plan to keep its C-suite intact during what could be a 12-18 month regulatory review towards a deal close. That will create a fund in which “designated employees may receive a cash bonus from a pool of $38.7 million” if top execs stay until a buyer seals the deal to own Warner Bros. assets.
As of today, that buyer is Netflix. Samuel A. Di Piazza, Jr., chair of the Warner Bros. Discovery board of directors, said of Ellison’s bid, “This offer once again fails to address key concerns that we have consistently communicated to Paramount throughout our extensive engagement and review of their six previous proposals.”
Read the full article here
