Greedy Much? Warner Bros. Discovery Shareholders Barely Approve David Zaslav’s $39 Million Pay

Shareholders signal their disapproval by narrowly approving executive pay plans, a vote that typically gets wide support

David Zaslav
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Nearly half of Warner Bros. Discovery shareholders have an issue with CEO David Zaslav’s paycheck.

More than 40% of shareholders in the company formed last year cast votes against the media giant’s executive compensation plan at its annual meeting on Monday, according to regulatory filings submitted late Wednesday.

Zaslav, who also holds the title of president, took home $39.3 million last year, after receiving a pay package in 2021 that soared to $246 million in 2021 thanks to a hefty $203 million stock options that was tacked on to his pay. Shareholders appear to be unhappy with the pricey package he’s receiving.

The debt-laden company said in an SEC filing that just over half of the shareholder votes cast on the question of the 2022 executive compensation plan — commonly known as a “say on pay” vote — were in favor, while 49.2% voted against the proposal.

The vote is an advisory one, and is non-binding, but the SEC requires such votes at least once every three years. And it’s rare for shareholders to say no to the planned executive pay.

Research done by Harvard University found that such votes are cast in favor of the plans 97.7% of the time, with roughly 93% receiving yes votes of 70% or more.

That means that while Warner Bros. Discovery shareholders approved the pay plan, it got far less support than most publicly traded companies garner. One-third of S&P 500 companies, which includes Warner Bros. Discovery, received less than 70% support at least once from 2011 to 2020, the Harvard study found.

Just 8% of the companies in the S&P 500 held say-on-pay votes that failed since 2011, the study found said.

The executive compensation plan also showed that CFO Gunnar Wiedenfels took home $13.5 million in 2022, while Chief Revenue and Strategy officer Bruce Campbell earned $13.7 million.

Meanwhile and Jean-Bric Perrette, CEO and president of Global Streaming and Games, pocketed $14.1 million and Gerhard Zeller, president, International, took home $10.3 million. All of the executives received a combination of salary, stock and options awards, cash bonuses and perks like use of the company aircraft.

Shareholders also overwhelmingly approved a proposal to hold a say-on-pay vote annually, with more than 98% of votes in favor.

The pricey pay packages came during a hear of significant cost-cutting at Warner Bros. Discovery, including eyebrow-raising moves like shelving the nearly completed “Batgirl” film and pulling streaming originals from the HBO Max service.

Also at the shareholder meeting, stockholders approved the reappointments of Li Haslett Chen, CEO of Planet Howl, former Scripps Networks CEO Kenneth Lowe, former Macy’s CFO Paula Price and Zaslav to the company’s board.

In morning trading, Warner Bros. Discovery shares fell 3.3% to $12.61 as the broader market dropped sharply.