Warner Bros. Discovery has clarified and amended elements of CEO David Zaslav’s employment agreement as it seems a planned separation of the company may becomes something else, like a spinoff or sale, amid a strategic review process not initially envisioned.
“While we are continuing to advance our plans to separate our Streaming & Studios business (Warner Bros.) from our Global Networks business (Discovery Global), our Board of Directors has initiated a review of strategic alternatives to maximize shareholder value. We commenced the strategic review in response to unsolicited interest from multiple parties and intend to evaluate a broad range of options, including a transaction for the entire company and separate transactions for Warner Bros. and/or Discovery Global,” the company said in an SEC filing Thursday.
“In connection with the strategic review, WBD and CEO David Zaslav agreed to clarify and amend his employment agreement and his nonqualified stock option agreement, both of which were originally entered into on June 12, 2025 back when we were focused on a separation of Warner Bros. from Discovery Global and intended to secure Zaslav’s leadership of WBD through the separation, and, following that, as CEO of Warner Bros.”
Meaning, the amendment ensures Zaslav’s signing options remain outstanding and eligible to vest and be exercised. “If the Strategic Review leads to our entering into a Qualifying Agreement before the Outside Date, Mr. Zaslav will have the same opportunity to vest in, and incentives from, the Signing Options that he would have received had a Separation been completed in 2026.” The outside date is Dec. 31, 2026.
The June employment agreement also included a significant reduction in Zaslav’s target annual compensation.
And the June contract called for his term as CEO of an eventually standalone Warner Bros. to run through 2030. His amended contract also runs through 2030 if no deal has been consummated by year end 2026. “This extension is intended to secure Zaslav’s leadership of WBD for the same period that we had contracted to have him serve as the Chief Executive Officer of Warner Bros. following a Separation.”
The company said it sent letters to other executive officers who have entered into agreements with subject to, and contingent upon, the separation to clarify certain terms.
Zaslav said last week that there is an active process underway. David Ellison’s Paramount has made several offers for WBD. Comcast and Netflix have hired bankers to explore an offer for the streaming and studios business.
