Board Justification

Our compensation philosophy is to pay for performance, encourage excellence, retain our high-performing executive talent across the blended organization and reward executives who deliver.

Board Justification

The CEO does not have a guaranteed bonus, the bonus is based on the company's performance against preset financial and strategic goals.

Board Justification

The amount reported includes $17,446 for a car allowance and $991,179 for costs related to personal security for Mr. Zaslav at his residences and during personal travel. The amount reported also includes $813,990 for personal use of corporate aircraft (including family travel for which Mr. Zaslav is not provided a tax gross-up) and $16,249 for tax gross-ups associated with business associate and spousal travel on corporate aircraft at the request of the Company that is considered business use. In addition, in connection with the Company's role as media partner to the 2024 Olympic Games, our NEOs attended the Games to help host key WBD business partners and clients and enhance those business relationships. Our NEOs, including Mr. Zaslav, had the option to bring a guest whose flights and other expenses were paid for by the Company (the "Olympics Hospitality Program"). The amount reported also includes $22,876 for the Olympics Hospitality Program and $28,300 for reimbursement of tax liabilities associated with the Olympics Hospitality Program.

Board Justification

The amount represents the distribution of Mr. Zaslav’s 56,572 shares of WBD common stock from his March 1, 2021 PRSU grant; 126,322 shares of WBD common stock from his March 1, 2022 PRSU grant; and 2,106,274 shares of WBD common stock from his March 8, 2023 PRSU grant.