Shareholders reject WBD chief’s $51.9 million compensation package

Warner Bros. Discovery shareholders have rejected the $51.9 million compensation package for CEO David Zaslav in an advisory vote.

In the so-called “Say-on-Pay” vote, 1,063,214,128 “no” votes were recorded compared to 724,453,004 yeses. 

Because such votes are non-binding and often seen as more symbolic, the WBD board’s compensation committee is not obligated to follow the vote’s result in finalizing Zaslav’s final compensation for 2024. In some cases, boards have made adjustments to CEO compensation based on “Say-on-Pay” votes.

It’s unknown if the board might take such an action. The company indicated that it “appreciates” the views of all shareholders and takes the yearly vote on pay “seriously.”

Under the proposal that shareholders voted on, Zaslav was scheduled to receive a $3 million base salary plus $23.9 million in stock awards and $23.9 million in incentives. Also included were $1.92 million in other compensation, which covers expenses such as life, disability and long-term care insurance. The company also proposed paying out $20,700 in 401(k) match payments.

Zaslav would also receive $17,446 for a car allowance and $991,179 for personal security.

He also received $813,990 in personal use of the company’s corporate aircraft, including family travel as well as $16,249 in travel costs for “business associate and spousal travel,” also on corporate aircraft that the company classifies as business use.

Zaslav is one of the highest-paid media executives, but was still out-earned by former Paramount Global CEO Bob Bakish, who received close to $87 million in total compensation in 2024, and Netflix co-CEOs Ted Sarandos and Greg Peters, who each received around $60 million.

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Like many highly-paid executives, Zaslav has been criticized for taking a total compensation package that is significantly higher than most employees — plus benefiting from perks such as personal travel that, when taken alone, are more than the average employee’s salary. 

These massive pay packages have often been awarded despite factors such as dipping revenue and profits, mass layoffs and often extreme cost-cutting. Many media companies, in particular, are seeing significant cuts, layoffs and reorganizations as the entire industry shifts.

Corporations often argue, however, that high compensation is necessary to attract and retain quality executives, who are often tasked with significant responsibilities. Expenses such as security can be seen as a way to protect the company’s investment in its leadership while also shielding execs from possible dangers spurred by corporate decisions and their public profiles. 

Covering personal expenses such as travel can be seen not only as a perk but as way to ensure that executives are still available for urgent company business even when away from the office. 

Zaslav was already facing challenges in 2024, and 2025 hasn’t delivered stellar results yet, either. For the first quarter of 2025, WBD reported revenues down in all of its business categories over the same period in 2024, though its net loss was slashed quarter-over-quarter.

S&P has also downgraded the company to “junk status” and likewise was not impressed by a move earlier in 2025 to break the company into to operating divisions: One for linear and one for studios and streaming, calling it “credit negative.” The reorganization, which is not the same as a spinoff, was largely responsible for speculation that an official spinoff could be coming.

There have also been reports that WBD might split into two separate companies, though no such plans have been announced. It is also not known how a potential spin-off might affect leadership and compensation.