The acquisition of Warner Bros. Discovery by Netflix for $72 billion is a huge bargain for shareholders, whose shares are being purchased for more than three times what they were worth in April of this year. Another big winner: CEO David Zaslav, who is on track to become a billionaire if the deal goes through.
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For many years one of the highest-paid executives in the media industry, Zaslav, 65, earned more than $200 million in salary and cash bonuses during nearly two decades running the New York-based studio.
That drew criticism because he racked up huge salaries while the company laid off hundreds of employees and faced a series of embarrassing strategic changes.
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Much of Zaslav’s compensation hasn’t worked out as planned in recent years. The options granted to him during the merger between Discovery and Warner Bros. were valued at more than $200 million in the company’s 2021 annual report.
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But given the entertainment company’s poor stock performance, those options remain worthless today — and will remain so even after the new deal.
However, a controversial contract renegotiation earlier this year gave the CEO another chance to increase his fortune: He received new stock options valued at more than $400 million based on the Netflix acquisition price, placing him among the few non-founder executives with the potential to reach a billion-dollar net worth.
» said a spokesperson for Warner Bros. did not respond to a request for comment.
Zaslav’s high compensation was the target of shareholder criticism earlier this year. With shares from Warner Bros. traded at around US$10, the value was more than 60% below the peak recorded in April 2022.
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Yet the studio revealed in its annual report that it paid Zaslav nearly $52 million in 2024, including more than $21 million in performance awards — for the sixth year in a row.
A majority of shareholders rejected Zaslav’s pay package in an advisory vote at the company’s annual meeting in June. “It’s an incredibly high salary for what cannot be considered a successful performance thus far,” former ESPN president John Skipper said in reference to the vote during an episode of the Pablo Torre Finds Out podcast.
At the time, the board of directors of Warner Bros. had said in a statement that it “values the opinions of all of its shareholders and takes seriously the results of the annual advisory vote on executive compensation.”
Barely a week later, Zaslav signed a new contract that extended his term until 2030 and granted him approximately 23 million stock options.
His previous option package granted years ago had a strike price of at least $35 per share, meaning it wouldn’t be worth anything unless he managed to more than triple the company’s stock price.
The new batch of options faced a much simpler hurdle: just over $10 per share, which would allow it to generate value with only a modest increase in stock price. But there was one condition: most of these options could only be exercised if Zaslav managed to lead Warner Bros. in a planned process of spinning off its cable television networks by the end of 2026.
In early November, the company revised the agreement to expand this definition. It was clarified that Zaslav’s options would remain eligible for vesting if the studio underwent a change of control transaction.
This change meant that the options would vest regardless of how a potential deal was structured – and whether Paramount Skydance, Netflix or another buyer won the dispute.
After receiving several additional offers this week, Netflix announced Friday that it has acquired the company’s streaming assets. Once the deal closes, Zaslav’s options tied to his 2025 employment contract are worth about $420 million, based on Netflix’s $27.75 per share cash and stock offer.
In addition to his options, salary, and bonuses, Zaslav currently owns stock in Warner Bros. valued at approximately $186 million at the offering price.
The acquisition is also expected to trigger change of control provisions that accelerate the vesting of nearly 6.3 million performance stock units awarded to Zaslav, valued at more than $170 million at the offering price.
Completion of Netflix’s acquisition of the streaming division is expected to occur within 12 to 18 months, with antitrust scrutiny expected to come under scrutiny.
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