Comp committees under scrutiny (WBD, Snap)

Compensation committees at Warner Bros. Discovery and Snap are facing a fresh round of scrutiny after large executive pay decisions landed in public filings and drew investor attention. (sec.gov) At Warner Bros. Discovery, the company’s 2025 proxy said Chief Executive Officer David Zaslav received $51.9 million in total compensation for 2024, up from $49.7 million in 2023. The same filing said the median employee’s annual compensation was $130,316, producing a 398-to-1 chief executive pay ratio. (sec.gov) Warner Bros. Discovery’s board told shareholders in that April 23, 2025 proxy that they would vote on an advisory “say on pay” resolution at the June 2, 2025 annual meeting. Entertainment trade outlets, citing the filing, reported that Zaslav’s 2024 package included a $3 million salary and kept him among the highest-paid media chiefs. (sec.gov, variety.com) The next flashpoint came on June 12, 2025, when Warner Bros. Discovery disclosed a new employment agreement for Zaslav tied to its planned separation of Streaming and Studios from Global Networks. The company said the agreement replaced a legacy change-in-control setup and, in a separate 8-K excerpt, said it adopted a double-trigger cash severance provision effective June 12, 2026, eliminating a prior single-trigger provision after shareholder feedback. (sec.gov) That distinction is technical but central to the criticism. A single-trigger provision can accelerate payouts when a deal closes even if the executive keeps the job, while a double-trigger provision generally requires both the deal and a later job loss or comparable adverse change. (sec.gov) At Snap, the compensation debate has centered less on salary than on the scale of equity grants and stock-based pay. Snap reported $1.017 billion of stock-based compensation for 2025, after reporting $5.361 billion in 2024 revenue, $509 million in adjusted earnings before interest, taxes, depreciation and amortization, and a $698 million net loss for the year ended December 31, 2024. (macrotrends.net, snap.com) Snap’s governance structure also shapes how those pay decisions are received. In its 2025 annual report, Snap said co-founders Evan Spiegel and Robert Murphy controlled more than 99% of the company’s voting power as of December 31, 2025, and said Spiegel alone could exercise majority voting control. (sec.gov) That means compensation committee decisions at Snap can draw shareholder criticism without creating the same voting pressure seen at companies with one-share, one-vote structures. At Warner Bros. Discovery, by contrast, executive pay still goes through an annual advisory vote that can become a direct test of investor sentiment. (sec.gov, sec.gov) Both companies have defended their broader business plans in investor materials. Warner Bros. Discovery said its board backed the December 2024 reorganization into Global Linear Networks and Streaming and Studios, while Snap said it ended 2024 with 453 million daily active users and returned to quarterly net income in the fourth quarter. (sec.gov, snap.com) The immediate question is not whether executive pay will stop rising, but whether boards can keep selling those packages to investors as deal terms, vesting rules and billion-dollar equity programs get disclosed in plain numbers. (sec.gov, sec.gov)