Movies

Shareholders REJECT CEO’s $52 Million Pay

BBG News

This week, shareholders of Warner Bros. Discovery (WBD) expressed their discontent openly, effectively criticizing CEO David Zaslav and the upper management by rejecting their proposed compensation plans for the year 2024.

The recent outcome, disclosed on June 3rd in an SEC document, surfaces during a period when the multimedia corporation grapples with escalating financial difficulties and continuing job cuts within its cable television divisions.

Nearly 60% of Voting Shares Say “No” to Executive Pay

At WBD’s yearly shareholders gathering on June 2nd, a “say-on-pay” proposition didn’t pass, with approximately 1.06 billion votes cast against the executive compensation package compared to 724.5 million votes in its favor. This means that about 60% of the shareholders rejected the proposal. A further 5.69 million shares were abstained from voting, while 307.38 million were considered as broker non-votes.

In my humble opinion as a moviegoer, this year’s vote results show a dramatic shift compared to the previous one. A year ago, the same proposal sailed through with an impressive 54% approval. Yet here we are, witnessing a complete turnaround. The company’s 2025 proxy statement admitted that a substantial number of votes were cast against their executive compensation program in 2024. In response, they’ve claimed to have made amendments – among them, the shift from guaranteed bonuses for Zaslav towards performance-based metrics.

Although the vote indicates a strong disapproval from shareholders, it’s crucial to remember that the “say-on-pay” decision is merely advisory and non-binding. In simpler terms, Warner Bros. Discovery’s board doesn’t have a legal requirement to modify executive compensation based on the outcome of this vote. However, they are expected to give due consideration to these results and factor shareholder feedback into their future decisions regarding compensation.

Mounting Debt and Credit Downgrade Add Pressure

The growing discontent among shareholders regarding executive compensation arises as Warner Bros. Discovery grapples with escalating financial pressure. Saddled with a colossal debt of over $40 billion, much of which was assumed from the WarnerMedia-Discovery merger, the company finds it progressively challenging to manage this debt burden. The struggle intensifies as the revenue from its traditional TV networks dwindles and profitability in streaming remains hard to achieve.

In May 2025, S&P Global Ratings lowered the credit rating of WBD to a speculative grade, or “junk” status. The reason for this downgrade was ongoing revenue and cash flow decreases in its traditional TV business and a less optimistic earnings outlook through 2026. This downgrade will raise the cost of loans and further limit financial maneuverability, making large executive compensation packages even more questionable to numerous investors.

Under increasing scrutiny due to shareholders rejecting compensation packages, continued job cuts, and a growing lack of confidence from Wall Street, WBD’s management team now finds themselves under mounting expectations to show financial prudence, not only in their operational strategies but also in the way they remunerate their top executives.

Zaslav’s Pay Rose to $51.9 Million Amid Declining Business

As per the latest financial report from Warner Bros. Discovery, David Zaslav’s total compensation for the year 2024 amounted to approximately $51.9 million – a rise of around 4.4% compared to the $49.7 million he was paid in the previous year.

His compensation included:

  • $3 million base salary
  • $23.1 million in stock awards
  • $23.9 million in cash bonus
  • $1.9 million in other compensation

It appears that the bonus was linked to a performance structure where 70% of it depended on financial targets such as revenue, adjusted EBITDA, and subscriber growth, while the remaining 30% was tied to strategic milestones. Nevertheless, shareholders seem to believe that the overall compensation package was too generous, considering the company’s ongoing layoffs and business restructuring efforts.

In years past, I’ve faced criticism over my compensation package, particularly in 2022 when I earned $39.3 million and a whopping $246.6 million in 2021. The bulk of these earnings came from substantial stock option grants I received during the merger between WarnerMedia and Discovery.

Broader Executive Pay Also Scrutinized

Zaslav wasn’t the only executive under scrutiny. The rejected compensation package also included:

  • CFO Gunnar Wiedenfels – $17 million (flat year-over-year)
  • Chief Revenue and Strategy Officer Bruce Campbell – $19.8 million (up 8%)
  • CEO of Global Streaming & Games J.B. Perrette – $19.7 million (down 2%)
  • International President Gerhard Zeiler – $14.8 million (up 11%)

It seems that the compensation for WBD executives is similar to what’s found at other large media companies. However, WBD shareholders are growing less enthusiastic about high compensation packages as the company struggles with ongoing poor performance and challenges within the industry.

Board Promises “Constructive Dialogue”

In a statement provided to Variety, the Warner Bros. Discovery board said:

The Warner Bros. Discovery Board values the opinions of all its stockholders and gives careful consideration to the outcome of the annual non-binding vote on executive pay. The Compensation Committee is eager to maintain open, productive conversations with our shareholders moving forward.

Although the conversation was amicable, it’s clear that investors are growing increasingly discontented, not only over executive remuneration, but also about the overall trajectory of the company. This organization is currently dealing with a downturn in linear TV viewership, staff reductions at cable networks, a low credit rating, and slow financial progression.

In my perspective as a dedicated shareholder, it’s crystal clear that Warner Bros. Discovery’s current corporate reorganization faces persistent doubts on Wall Street. The underlying sentiment is loud and clear: prioritize performance over compensation.

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2025-06-05 17:58

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