David Zaslav received compensation valued at about $165 million for 2025, according to Warner Bros. Discovery’s 2026 proxy statement. The package drew a sharp shareholder response in June 2026, when most votes cast opposed the company’s executive compensation plan in a non-binding advisory vote.
Key Takeaways
- David Zaslav received $165,009,366 in 2025 compensation, according to Warner Bros. Discovery’s 2026 proxy statement.
- The largest part of the package came from option awards valued at about $109.6 million.
- Warner Bros. Discovery shareholders voted against the company’s executive compensation plan at the June 2026 annual meeting.
- The vote was advisory, meaning it does not automatically change the compensation package.
- The pay dispute comes as Warner Bros. Discovery reviews major structural options for its studio, streaming, and cable assets.
Why Is David Zaslav’s CEO Pay Drawing Attention?
David Zaslav is facing renewed scrutiny after Warner Bros. Discovery reported that its chief executive received compensation valued at $165,009,366 for 2025.
The figure appeared in the company’s 2026 proxy statement and marked a sharp increase from the prior year. In 2024, Zaslav’s compensation was listed at $51.9 million.
The 2025 package included a $3 million salary, stock awards valued at about $22.6 million, option awards valued at about $109.6 million, non-equity incentive plan compensation of about $25.7 million, and roughly $4.1 million in other compensation.
The size of the package placed Zaslav among the highest-paid leaders of major U.S. public companies, according to compensation data cited by the Los Angeles Times. It also arrived during a sensitive period for Warner Bros. Discovery, which has been reviewing its corporate structure and the future of key business units.
The attention around the package is tied not only to the total amount, but also to timing. Warner Bros. Discovery has been dealing with pressure from the shift away from linear television, rising streaming competition, and questions about how best to organize its studio, streaming, and global networks operations.
What Did Warner Bros. Discovery Say About The Pay Structure?
Warner Bros. Discovery described the 2025 compensation structure as part of broader executive compensation shifts aimed at retaining leadership and connecting a larger share of pay to long-term equity performance.
The company’s filing said the board’s compensation committee considered several factors, including stockholder feedback, peer-company practices, strategic priorities, and potential value creation tied to the company’s restructuring plans.
The largest part of the package came from option awards linked to Zaslav’s amended employment agreement, which was reached in June 2025.
A Package Built Around Option Awards
Under that agreement, Warner Bros. Discovery granted signing stock options. The company said 40% of those options were time-based and scheduled to vest in annual installments over five years.
The remaining 60% were performance-vesting options tied to stock price hurdles. According to the company filing, those stock price hurdles were achieved by October 8, 2025, though the options remained subject to time-based vesting terms beginning in June 2026.
The proxy statement also said most of the signing options were subject to forfeiture if Warner Bros. Discovery did not meet specific goals connected to its strategic review before the end of 2026. Those goals included completing a proposed separation, completing a change-in-control transaction, or entering into an agreement for such a transaction.
For Warner Bros. Discovery, the focus on stock-based executive incentives placed emphasis on equity-based compensation during a period of corporate change. For many shareholders, the total value of the package became the central issue.
How Did Shareholders Respond To The Executive Pay Plan?
Warner Bros. Discovery shareholders rejected the company’s executive compensation plan in a non-binding advisory vote disclosed in a June 12, 2026, filing.
The vote showed about 244.5 million shares in favor and about 1.31 billion shares against. The filing also listed roughly 7.2 million abstentions and about 342.9 million broker non-votes.
The outcome does not automatically revise Zaslav’s compensation. Say-on-pay votes are advisory, which means the board is not legally required to change the pay package based on the result.
Still, the size of the opposition gave the company a clear signal from shareholders. Advisory pay votes can affect how boards explain compensation decisions, revise future pay structures, and respond to governance concerns.
The vote also stood out because shareholders approved other matters at the same annual meeting, including director elections and auditor ratification. That split suggests the opposition was directed primarily at executive compensation rather than the full board slate.
Why Does The Vote Matter For Warner Bros. Discovery?
Warner Bros. Discovery is navigating a major corporate review while managing pressure across several parts of the media business.
In June 2025, the company announced plans to separate into two publicly traded companies. One business would focus on streaming and studios, including HBO, Warner Bros. Pictures, Warner Bros. Television, and DC Studios. The other would focus on global networks, including CNN, TNT Sports, Discovery, and other cable and international assets.
Later, the board began reviewing strategic alternatives. Those options included the planned separation, a transaction involving the full company, or separate transactions involving major divisions.
That review placed executive compensation under added attention. Shareholders were being asked to assess leadership pay while the company was considering decisions that could reshape its future structure.
The advisory vote does not stop Warner Bros. Discovery from moving forward with its corporate review. It does, however, add pressure on the board to explain how executive pay aligns with shareholder interests during a period of uncertainty.
