Warner Bros. Discovery boss David Zaslav could see a whopping $800 million payout if Paramount Skydance’s acquisition of the media firm closes, according to a new securities filing.
The sum includes severance and an eye-popping $335 million reimbursement for Zaslav if the total is taxed, Warner Bros. said in a filing late Monday.
It also revealed that Zaslav was offered “several hundred million dollars” by Paramount CEO David Ellison and his billionaire father Larry Ellison in September, when the company made several unsolicited bids for WBD against Netflix, according to the document.
Zaslav told Warner’s board that “he informed the Ellisons that it would be inappropriate to discuss any such arrangements at that time,” the media firm claimed in the filing.
The eye-popping payout revealed Monday does not include the more than $20 million that Zaslav is likely to rake in from shares he owns outright, according to the Wall Street Journal.
David Ellison’s Paramount has said it expects to close the deal this fall, at which point Zaslav would instantly earn about $504 million.
Other parts of the pay package will only be triggered under certain conditions, like roughly $47 million that Zaslav would see if he is fired or leaves the company under specific circumstances within a year of the deal’s closing.
A $335 million payment would only kick in if Zaslav faces a 20% federal tax on his severance package, in which case the additional payment would reimburse him for that tax.
In the filing, the company argued that the total payment figure accounted for tax rules “that are expected to cause it to significantly decline with the passage of time” – adding that Paramount will cover the cost of the tax reimbursement after the deal closes.
Warner argued that without the reimbursement, “Mr. Zaslav would be at a substantial disadvantage in terms of excise tax exposure relative to the previously proposed transaction with Netflix,” which would not have resulted in the same tax.
It’s likely to be a more controversial part of the payout, since investors tend to push back on companies that opt to reimburse taxes for executives.
If the deal closes in 2027, however, the payout would not be subject to the federal tax and Paramount would save millions. In that case, Zaslav’s pay package would be roughly $667 million, the Journal said.
About $116 million in equity has already vested, the company said in its filing.
Paramount Skydance in February emerged victorious with a $111 billion offer to take over Warner Bros. and its assets following a brutal monthslong bidding war with Netflix.
The deal – which still needs regulatory approval – would create a behemoth media empire under the Ellison family including Paramount, CBS, CNN, HBO and thousands of film titles.
Zaslav’s reported payout is based on several assumptions, including Zaslav having departed the company this month – which he has not – so it could stand to change, Warner Bros. said in its filing Monday.
The media firm’s top executive sold more than a third of his shares for $113.2 million earlier this month, leaving him with roughly 7.2 million shares, according to Verity Platform data.
