David Zaslav’s compensation for 2022 totaled nearly $39.3 million, hefty but well down from the previous year when the figure was swelled to $246 million by a large option grant.

According to the company’s proxy filed with the SEC today, the CEO of Warner Bros. Discovery, which merged a year ago, had a base salary of $3 million, stock and option awards of, respectively, $1.2 million and $1.4 million, and non-equity incentive plan compensation (like a cash bonus) of $21 million.

WBD also set May 8 for its annual meeting of shareholders.

The proxy lists the salaries of the top five highest-paid executives. CFO Gunnar Wiedenfels package rose to $13.5 million from $11.3 million; Chief Revenue and Strategy Officer Bruce Campbell’s total compensation of $13.7 million was up from $12.6 million; Jean-Briac Perettte, CEO of global streaming and games, saw pay of $14 million from $13.4 million; and International president Gerhard Zeiler’s pay was $10 million.

Zaslav frequently ranks among the highest paid CEOS not just in media, but across sectors. His total compensation was inflated by a $202 million stock option grant when his contract was extended ahead of the Discovery-Warner Media merger. The options do require the stock to hit certain metrics staggered over seven years before they’re in the money.

Earlier this month, Warner Bros. Discovery announced tweaks in Zaslav’s employment contract, granting a bigger pot of restricted stock units but linking them to free cash flow targets.

The exec who was entitled to annual performance-related restricted stock (PRSU) awards with an initial value of $12 million, could now double the number of shares underlying that if the company meets certain targets, and is also eligible to receive an additional PRSU award valued at $11.5 million a year.

WBD also set $27 million worth of PRSUs for other top executives and other employees related to cash cash flow. Boosting cash and reducing leverage is crucial for WBD, which has debt load of nearly $50 billion. The company has been shedding staff and programming and retooling its businesses. It will roll out its new streaming strategy at a press event next month.


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