*Courtesy of PATRICK T. FALLON/AFP/Getty Images.*

With Warner Bros. Discovery weighing a potential breakup and fielding interest from prospective buyers, the company has restructured CEO David Zaslav’s compensation to ensure his stock options vest no matter how the situation unfolds.

In a Securities and Exchange Commission filing released Thursday, the company disclosed that Zaslav and Warner Bros. Discovery amended his stock option agreement earlier this month. The original deal, struck in June, was crafted as the company explored spinning off its TV networks into a separate entity. The revision is designed to keep Zaslav’s incentives aligned with shareholders during the ongoing strategic review.

The updated agreement clarifies that a reverse spinoff — in which Warner Bros. remains with the parent company while Discovery Global is spun off — will be treated the same as the previously envisioned separation, provided the transaction is completed before the end of 2026. It also expands the types of transactions that would allow Zaslav’s options to vest in the event of a change in control at Warner Bros. Discovery, though it specifically excludes any sale of Discovery Global.

The filing comes as Paramount, Comcast and Netflix prepare first-round bids for Warner Bros. Discovery ahead of a Nov. 20 deadline, according to The Wall Street Journal.

If the company enters into such a deal by Dec. 31, 2026 and no separation has taken place, Zaslav’s contract will be extended through at least 2030. Without that provision, his current term would have ended in 2027 following a completed separation.

If a separation ultimately occurs, Zaslav’s pay structure would shift: his annual compensation would be reduced and a “significantly greater portion” of his earnings would be tied to long-term incentives to strengthen “pay-for-performance alignment.”

Warner Bros. Discovery has also issued similar letters to other top executives — including CFO Gunnar Wiedenfels, Chief Revenue and Strategic Officer Bruce Campbell, and JB Perrette, president and CEO of global streaming and games — outlining comparable arrangements that would go into effect if a separation moves forward.

TRENDING NEWS