Warner Bros. Discovery CEO David Zaslav pushed back against a proposed compensation package tied to the initial Paramount bid for the company, calling the discussions “inappropriate,” according to a newly disclosed SEC filing. The revelation adds another layer of controversy to the increasingly hostile battle for one of Hollywood’s most powerful media empires.
The filing, released Wednesday, shows that Paramount’s first offer to acquire Warner Bros. Discovery included a compensation package for Zaslav worth “several hundred million dollars.” Zaslav informed Warner Bros. Discovery’s board of the offer and told the Ellison family that it would be “inappropriate” to discuss executive compensation arrangements at that stage of negotiations.
Paramount’s Initial Offers and Executive Incentives
The conversations took place in late September, following Paramount’s first formal bid to purchase Warner Bros. Discovery. That proposal consisted of $11.40 per share in cash and 0.404 shares of Paramount Skydance Class B stock for each outstanding Warner Bros. Discovery share.
David Ellison in an interview with Bloomberg – YouTube, Bloomberg Podcasts
A second offer followed on September 30, increasing the cash portion to $14.67 per share and 0.376 Paramount Skydance shares, and proposing that Zaslav serve as co-Chief Executive Officer and co-Chairman of the combined company. While the deal structure evolved, the SEC filing indicates that compensation discussions were viewed internally as premature and inappropriate given the fiduciary responsibilities involved.
Golden Parachute Figures Raise Eyebrows
The same filing also details the potential “golden parachute” payouts that would be triggered if Warner Bros. Discovery accepted Paramount’s latest all-cash offer—and if Paramount subsequently removed current leadership.
WBD CEO David Zaslav Speaks at a New York Times event – YouTube, New York Times Events
Under Paramount’s most recent proposal—an all-cash bid of $30 per share valued at $108.4 billion—Zaslav could receive more than $567 million in total compensation.
That figure includes:
- $30 million in cash
- More than $537 million in equity
- Approximately $44,000 in benefits and perquisites
Other senior executives would also be eligible for significant payouts under the same conditions, including:
- CFO Gunnar Wiedenfels: more than $144 million
- Chief Revenue and Strategy Officer Bruce L. Campbell: $138 million
- Global Streaming and Games President JB Perrette: $167 million
- International President Gerhard Zeiler: $95 million
All of these payments would only occur if Warner Bros. Discovery accepted Paramount’s offer and Paramount Skydance terminated the executives after the merger.
Netflix Deal Accepted, Paramount Goes Hostile
Despite Paramount’s escalating offers, Warner Bros. Discovery’s board accepted Netflix’s bid on December 5th, following three rounds of bidding that also included Comcast. Netflix’s agreement values the transaction at $72 billion, placing Warner Bros. Discovery’s enterprise value at $82.7 billion and offering shareholders $27.75 per share.
A graphic showing the Netflix and Warner Bros. Logos – Netflix
Unlike Paramount, Netflix and Comcast were interested only in acquiring Warner Bros., the upcoming spinoff entity that will house Warner Bros. Discovery’s studio and streaming assets—not the entire company.
Three days after the Netflix deal was announced, Paramount countered with its $30-per-share all-cash hostile bid, bypassing Warner Bros. Discovery’s board and appealing directly to shareholders.
Board Rejects Paramount’s Bid
In response, Warner Bros. Discovery’s board issued a press release and SEC filing advising shareholders to ignore Paramount’s offer, calling it “inadequate” and “illusory.” The board also stated that Paramount failed to resolve key concerns, including whether $40.7 billion in equity financing was fully backed by the Ellison family and whether Paramount would cover the $2.8 billion breakup fee Warner Bros. Discovery would owe Netflix if it abandoned the deal.
WBD CEO David Zaslav Speaks at a New York Times event – YouTube, New York Times Events
As the battle continues, the disclosure of executive compensation discussions—and Zaslav’s refusal to engage in them—highlights the intense scrutiny now surrounding corporate governance, fiduciary duty, and the future of Hollywood’s major studios.
Whether Paramount’s aggressive strategy will sway shareholders remains an open question, but for now, Warner Bros. Discovery leadership appears firmly aligned behind the Netflix deal.
Do you agree with Zaslav calling the initial Paramount payout offer “inappropriate?” Sound off in the comments and let us know!
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