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Shareholders Push Back on Warner Bros. Discovery CEO’s $51.9M Pay Package

In a clear signal of growing investor dissatisfaction, Warner Bros. Discovery shareholders voted overwhelmingly to oppose CEO David Zaslav’s $51.9 million compensation package for 2024. The symbolic but telling vote took place during the company’s annual meeting on Tuesday and marks a stark shift in sentiment compared to last year.

Nearly 60% Vote “No” to Executive Payouts

According to the company’s regulatory filing, close to 60% of shareholders voted against the proposed executive compensation plans. While the vote is non-binding under current U.S. rules, it serves as a powerful advisory statement against how the company is rewarding its top brass.

This contrasts with 2023, when 53% of shareholders approved the executive pay proposals—highlighting a reversal in confidence from the investment community.

In response, Warner Bros. Discovery’s board stated:

“The Warner Bros. Discovery Board of Directors appreciates the views of all its shareholders and takes the results of the annual advisory vote on executive compensation seriously. The Compensation Committee of the Board looks forward to continuing its regular practice of engaging in constructive dialogue with our shareholders.”

Zaslav’s High Pay Amid Poor Stock Performance

CEO David Zaslav, who has led the company since its formation in 2022 following the merger of WarnerMedia and Discovery, Inc., received a total compensation package of $51.9 million last year. This includes base salary, stock options, and equity awards.

However, this high pay has drawn criticism given Warner Bros. Discovery’s poor stock performance:

• WBD shares fell 7% in 2024
• In contrast, Netflix (NFLX) shares surged over 80%
• Disney (DIS) stock climbed 24%
• The S&P 500 overall gained more than 23%

Zaslav’s pay appears especially disproportionate when benchmarked against his peers:

• Ted Sarandos and Greg Peters, co-CEOs of Netflix, earned $61.9 million and $60.3 million, respectively
• Bob Iger, Disney’s CEO, was paid $41.1 million

But unlike Netflix and Disney, Warner Bros. Discovery continues to struggle with declining linear TV revenues, a heavy debt load from its 2022 merger, and a streaming business that has yet to achieve sustained profitability.

The Bigger Picture: Executive Pay Under Scrutiny

This shareholder revolt is part of a broader trend in corporate governance, where investors are increasingly challenging high executive compensation, particularly when performance does not align with pay.

According to Equilar, a compensation analytics firm, median S&P 500 CEO pay rose to $16.3 million in 2023, even as several firms underperformed relative to the broader market.

Shareholders are signaling that "pay-for-performance" must be more than a talking point. As Warner Bros. Discovery works to streamline operations and grow its streaming and content divisions, the pressure is mounting to show results—both in the boardroom and on Wall Street.

What Happens Next?

While Tuesday’s vote won’t immediately alter Zaslav’s pay, it puts significant pressure on the Compensation Committee and Board of Directors to rethink future packages.

Warner Bros. Discovery will likely need to engage more directly with institutional investors and proxy advisors like Glass Lewis and ISS, who have previously flagged Zaslav’s high pay as a governance red flag.

If performance continues to lag, the company could face:

• Increased shareholder activism
• Board seat challenges
• Legal scrutiny under SEC executive compensation disclosure rules

Final Thoughts

The vote against Zaslav’s compensation underscores a growing demand for accountability from corporate leaders—especially those running legacy media empires navigating a digital transformation.

Investors appear to be saying: "Show us results before you show us the money."