In a striking display of discontent, Warner Bros. Discovery (WBD) shareholders have sent a clear message to the company’s leadership: CEO David Zaslav’s lavish compensation doesn’t match the company’s dismal performance.
At the annual stockholders meeting held on June 2, 2025, nearly 60% of voting shareholders rejected a non-binding “say-on-pay” advisory measure to approve the 2024 compensation packages for Zaslav and other top executives. The vote, detailed in an SEC filing, saw 1.06 billion shares cast against the measure compared to 724.5 million in favor, with Zaslav’s $51.9 million pay package at the center of the controversy.
Zaslav’s 2024 compensation, which marked a 4% increase from the previous year, includes a $3 million base salary, $23.1 million in stock awards, a $23.9 million bonus, and $1.9 million in other perks, such as personal security and corporate jet use.
This pay bump comes despite WBD’s ongoing struggles, fueling investor frustration.
The company reported a staggering $11.5 billion loss in 2024, with its stock declining 7% over the year—a stark contrast to competitors like Netflix, whose stock soared over 80%, and Disney, which gained 24%. WBD’s revenue also fell 10% in the first quarter of 2024, and the company’s debt was recently downgraded to junk status by S&P Global, reflecting flatlining cash flow projections into 2028.
Shareholders are particularly irked by the disconnect between Zaslav’s bonuses and the company’s performance. The board’s compensation committee justified Zaslav’s payout by citing strategic achievements, such as $1.8 billion in cost savings (partly through layoffs) and a rebound in Warner Bros. Television production post-strike.
They also highlighted his role in negotiating a leaner deal with the NBA, retaining some international rights despite losing U.S. game broadcasts. However, these accomplishments ring hollow for investors when the company’s core businesses — especially its declining linear TV networks like CNN and TNT — continue to hemorrhage value, with a $9.1 billion writedown last year underscoring the diminishing prospects of cable.
The “say-on-pay” vote, while symbolic, reflects a growing unease among shareholders about WBD’s direction under Zaslav, who has led the company since its 2022 merger of WarnerMedia and Discovery, Inc.
Since then, the stock has plummeted nearly 60%, and strategic missteps — like the chaotic rebranding of streaming service Max — have only deepened skepticism about his leadership.
Posts on X echo this sentiment, with users calling the vote a “rebuke” and questioning whether Zaslav’s cost-cutting and streaming efforts justify his pay given the company’s broader failures.
Yet, the non-binding nature of the vote means Zaslav is likely to keep his millions. The WBD board issued a statement saying it “appreciates the views of all its shareholders and takes the results of the annual advisory vote on executive compensation seriously,” but history suggests such votes rarely lead to immediate change.
For instance, while Netflix adjusted its compensation model after a similar shareholder rejection in 2023, WBD has faced criticism over Zaslav’s pay for years — his 2021 package reached a jaw-dropping $246.6 million — without significant reform.
The bigger question looming over WBD is what happens if shareholder discontent pushes Zaslav out. At 65, he’s a polarizing figure, often criticized for decisions like shelving completed films such as Coyote vs. Acme for tax write-offs, which he called a move requiring “real courage.” Replacing him could be risky.
Zaslav has been a fixture in the media industry for decades, mentored by cable titan John Malone, who recently stepped down as a voting board member but remains chair emeritus. Finding a successor with the experience to navigate WBD’s complex challenges —balancing a shrinking cable empire, a growing but unprofitable streaming service, and a massive debt load — would be no small feat.
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For now, Zaslav remains entrenched, but the shareholder revolt signals a tipping point. Investors are fed up with a leadership that seems to prioritize executive payouts over tangible success.
As WBD faces increasing pressure to restructure—potentially spinning off its cable networks — Zaslav’s ability to deliver results, not just cost cuts, will be under intense scrutiny.
The message from shareholders is clear: no more candy for the CEO until the business starts to thrive.
