David Zaslav Deal Pay Could Top $800 Million After Last-Minute Tax Benefit

The sum includes cash and payments for options and restricted stockholdings, as well as a newly adopted tax reimbursement

March 16, 2026 9:59 pm ET

David Zaslav waving to the camera at the 2026 Vanity Fair Oscar Party.

David Zaslav at the 2026 Vanity Fair Oscar Party in Los Angeles on Sunday. Christopher Polk/Variety/Getty Images

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Warner Bros. Discovery Chief Executive David Zaslav could receive over $800 million in severance and other payments if Paramount acquires the media company.View more

Warner Bros. Discovery Chief Executive David Zaslav could collect more than $800 million in severance and other payments after rival Paramount PSKY -1.76%decrease; red down pointing triangle acquires the media company, Warner said in a securities filing.

The sum includes cash and payments for options and restricted stockholdings, as well as a newly adopted tax reimbursement for Zaslav, Warner WBD 1.36%increase; green up pointing triangle said in a securities disclosure filed late Monday. The total doesn’t include more than $20 million he is likely to get for shares he owns outright.

About $504 million is due to Zaslav if the deal closes, the company said in the securities filing, while about $47 million would be triggered if he is fired or leaves under certain circumstances within a year of the close. The company said $116 million more in equity has already vested.

Some $335 million would only kick in if the other payments trigger a 20% federal excise tax on “golden parachute” severance payments he receives.

The ultimate value of the payment is based on tax-code rules “that are expected to cause it to significantly decline with the passage of time,” the company said in a filing. Without the tax payment, the total would be about $667 million.

Companies typically try to keep severance at or below three times salary and target annual bonus to avoid or minimize the tax, and investors often criticize companies for reimbursing, or “grossing up,” executives for the tax.

The company said Zaslav wouldn’t have to pay the excise tax if the deal closes in 2027, which would save the company the cost of the tax gross-up. Paramount has said it expects to close the deal this fall.

Warner also said the tax reimbursement applies to a mix of payments, some triggered just by the merger and others that would only apply upon his departure within a year.

Warner’s board agreed to pay the tax gross-up on March 10. The board’s compensation committee said the cost of the tax reimbursement would be borne by Paramount after the deal closes, not by Warner’s shareholders. Without it, Warner said, “Mr. Zaslav would be at a substantial disadvantage in terms of excise tax exposure relative to the previously proposed transaction with Netflix,” which wouldn’t have triggered the tax.

The figures are based on a number of assumptions—including Zaslav having departed this month, which he hasn’t—making it a ballpark figure that is likely to change before the deal closes, the company noted in its securities filings.

Zaslav sold more than a third of his shares for $113.2 million early this month, leaving him with around 7.2 million shares, according to data from Verity Platform, which tracks insider stakes for investors.

Warner said Zaslav was offered “several hundred million dollars” by Paramount CEO David Ellison and his father Larry Ellison in September, when Paramount first made several unsolicited bids for Warner.

Zaslav told Warner’s board “he informed the Ellisons that it would be inappropriate to discuss any such arrangements at that time,” Warner said in the Monday filing.

Appeared in the March 17, 2026, print edition as ‘Zaslav Deal Pay Could Surpass $800 Million After Tax Benefit’.

Theo Francis covers how U.S. companies work behind the scenes for The Wall Street Journal, from Washington: executive pay, perks, workplace and retirement, accounting, disclosure — the nuts and bolts most people don’t see.

He draws on a wide range of data, securities filings and other public documents to dig into the significant financial, business, economic, legal and regulatory issues that affect Americans’ lives. He also writes about the intersection of business and government.

Theo joined WSJ’s Texas Journal edition in Dallas in 2000 and went on to cover mutual funds, pensions, insurance, hospitals and the healthcare industry for the Journal from New York and Florida. He covered financial regulation and the financial crisis from Washington for BusinessWeek in 2008 and 2009. He returned to the Journal in 2013 and wrote the Journal’s Election + Business newsletter from late 2019 through early 2021. He began writing about business at the Petersburg Pilot in Petersburg, Alaska, and has also written for the New York Times, Quartz, footnoted.com, National Public Radio, Bloomberg News, the Arkansas Democrat-Gazette and other publications.

He has taught reporting at the University of Maryland and data journalism at American University. He is a graduate of the University of Illinois and the Columbia University Graduate School of Journalism.Follow

Joe Flint is a media and entertainment reporter for The Wall Street Journal based in the Los Angeles bureau covering everything from broadcast networks and sports to cable and streaming. He writes about companies such as Netflix, Apple, Warner Bros. Discovery, Walt Disney Co. and Amazon. Joe first joined The Wall Street Journal in 1999 in New York and left in 2006. He rejoined The Wall Street Journal in 2014 after several years with the Los Angeles Times.

Joe has also been a senior writer at Variety and Entertainment Weekly. With more than three decades of experience, Joe is considered the dean of media reporters.Follow