That compares with $37 million the year before and was inflated by a large $202 million option grant awarded last year when his contract was extended through 2027.
Zaslav’s base salary of $3 million was unchanged. His stock award of $13 million was up from $12 million and his non-equity incentive plan compensation — like a bonus — was set at $22 million vs. $12 million, according to Discovery’s proxy statement filed with the SEC today. The total also included a special bonus of $4.4 million awarded a week ago for the executive’s “exceptional leadership” through Covid, launching Discovery+ and securing the WarnerMedia deal.
The total is a record even for a CEO known for drawing in big compensation packages. Breaking it out, the proxy noted that the option amounts reflect the grant date fair value of the options, not “actual payments” and “there can be no assurance that the full grant date fair value will ever be realized.” That’s because the options require the stock to hit certain metrics over seven years before they’re in the money. (Discovery stock, now at $23, would need to hit $35, for instance, for the first tranche to be exercised, the company noted.)
The idea is that Zaslav will be incentivized to create value for shareholders. Shareholder rights groups meanwhile have been pushing back on large packages, questioning if they should really be necessary for a good CEO to do a good job.
Discovery stockholders voted on Friday to approve the combination with WarnerMedia. AT&T is now in the process of spinning off the media company and the deal is expected to close next month.
Proxies, which set out the salaries of a public company’s top five highest compensated executives, are also required to provide a pay ratio of the annual total compensation of the CEO to the annual total compensation of the median-paid employee. Last year, it was s 2,972 to 1. Stripping out the option grant, his salary of $43.6 million would have resulted in a ratio of 527 to 1.
For the other execs listed: CFO Gunnar Wiedenfels saw his pay rise to $11.3 million from $6.9 million. Chief Development, Distribution and Legal Officer Bruce Campbell went to $12.6 million from $9.1 million. Chief Corporate Operating Officer David Leavy’s pay rose to $6.4 million from $5.2 million. And Jean-Briac (JB) Perrette, President and Chief Executive Officer, Discovery International, saw his package rise to $13.4 million from $10.4 million.