Netflix Inc.’s monumental $72 billion acquisition of Warner Bros. Discovery Inc. is proving to be a massive financial win for the selling company’s stockholders, whose shares are being bought for more than three times their value from April of this year. However, the largest individual winner is poised to be Warner Bros. Discovery Chief Executive Officer, David Zaslav, who is expected to become a billionaire if the deal successfully closes.
The Controversial Compensation History
Zaslav, 65, has long been one of the highest-paid executives in the media industry, having earned more than $200 million in salary and cash bonuses over his nearly two-decade tenure leading the New York-based studio. His large pay packages have drawn significant criticism, particularly as the company simultaneously conducted extensive layoffs and endured widely criticized strategic missteps.
A large portion of Zaslav’s existing wealth tied to equity had not performed to expectations. Stock options awarded around the time of the merger between Discovery and Warner Bros. (valued at over $200 million in 2021) remain out of the money—meaning their exercise price was too high—and would have been worthless even with this latest deal.
The Contract Renegotiation That Changed Everything
Earlier this year, Zaslav’s outsize compensation became a flashpoint for shareholders. With the stock down more than 60% from its April 2022 peak, the studio disclosed paying Zaslav almost $52 million in compensation in 2024. This led to a majority of shareholders rejecting his pay package in an advisory vote at the company’s annual meeting in June. Former ESPN President John Skipper publicly labeled the pay package “shockingly high” given the performance.
Despite the board’s statement that it took the advisory vote “seriously,” just one week later, Zaslav signed a new contract extending his employment through 2030 and granting him approximately 23 million new stock options.
- The Hurdle: Zaslav’s older, worthless options had an exercise price of at least $35 per share. The new batch of options came with a far more attainable hurdle of just over $10 per share.
- The Catch (and Tweak): Initially, the majority of the new options were redeemable only if Zaslav guided Warner Bros. through a planned spinoff of its cable networks before the end of 2026. However, in early November, the company amended the agreement, clarifying that the options would vest if the studio entered any change-in-control transaction—regardless of whether Netflix or another bidder won the war.
The Final Financial Windfall
This crucial contract tweak meant that the new options would be valuable immediately upon the announcement of Netflix’s acquisition.
Once the deal closes, Zaslav’s options tied to his 2025 employment agreement will be worth about $420 million, based on Netflix’s $27.75 per share cash-and-stock offer price.
The acquisition is also expected to trigger change-in-control terms that will accelerate the vesting of nearly 6.3 million performance restricted stock units, adding over $170 million to his wealth.
In addition to these equity awards, Zaslav currently owns Warner Bros. stock worth about $186 million at the offering price, positioning him to become one of the rare non-founder executives in the media industry to achieve a net worth of $1 billion.
Netflix’s acquisition of the streaming arm is expected to close within 12 to 18 months, pending an antitrust review that is anticipated to attract intense scrutiny.