Item 5.02 |
Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers |
On July 9, 2022 and July 11, 2022, respectively, Discovery Communications, LLC (“DCL”), a wholly owned subsidiary of Warner Bros. Discovery, Inc. (“we,” “us,” “our” or the “Company”), entered into employment agreements with Bruce Campbell, our Chief Revenue and Strategy Officer, and Gunnar Wiedenfels, our Chief Financial Officer (individually, the “Campbell Agreement” and the “Wiedenfels Agreement,” and collectively, the “Agreements”).
The following summary descriptions of certain provisions of the Agreements do not purport to be complete, and are qualified in their entirety by the actual text of the respective Agreements, which have been filed with this Current Report as Exhibits 10.1 and 10.2, respectively, and are incorporated herein by reference.
Campbell Agreement
Pursuant to the Campbell Agreement, Mr. Campbell will continue to serve as our Chief Revenue and Strategy Officer. In this role, Mr. Campbell will continue to have responsibility for advertising sales, distribution revenue and content licensing in the United States, while globally leading our corporate development and strategy, streaming platform agreements, legal affairs and consumer products and experiences. The term of the Campbell Agreement is effective as of July 9, 2022 and runs through July 8, 2025. The parties may agree to renew the Campbell Agreement at the end of the term. If we desire to renew the Campbell Agreement, Mr. Campbell must be notified to that effect, in writing, no later than 120 days prior to the end of the term of the Campbell Agreement. If a “qualifying renewal offer” (as described below) is not made to Mr. Campbell, Mr. Campbell will be eligible for severance payments in connection with his termination. If a qualifying renewal offer is made to Mr. Campbell, but Mr. Campbell declines such offer, Mr. Campbell would be eligible for a payment of (i) 50% of his base salary for the twelve (12) months following his termination and (ii) a prorated portion of his annual bonus at target for the year of termination (the “Campbell Noncompetition Payment”). The Campbell Noncompetition Payment would be contingent upon Mr. Campbell’s continued compliance with the noncompetition and nonsolicitation covenants in the Campbell Agreement and executing a release of claims.
For purposes of the Campbell Agreement, a “qualifying renewal offer” is an offer to renew the Campbell Agreement with a meaningful increase in base salary and a bonus target that is at least the same level as in effect under the Campbell Agreement at the end of his term of employment, and with other material terms that are as favorable in the aggregate as the material terms of the Campbell Agreement.
Under the Campbell Agreement, Mr. Campbell’s base salary was increased from $1.8 million per annum to $2.5 million per annum, effective as of April 8, 2022 (the same day as the closing of the transaction whereby the Company acquired the business, operations and activities that constituted a portion of the WarnerMedia segment of AT&T Inc. (the “Closing”)). Future salary increases will be reviewed and decided in accordance with the Company’s standard practices and procedures for similarly situated executives. Mr. Campbell’s target annual bonus was increased from 150% of his base salary to 200% of his base salary, effective as of the Closing. There is no guaranteed annual bonus amount. Mr. Campbell will also be considered for annual equity grants under the Warner Bros. Discovery, Inc. Stock Incentive Plan (the “Plan”) in accordance with our normal executive compensation processes and practices. Beginning in 2023, and subject to approval from our Compensation Committee, such annual equity grants will have a target grant date value of $8.5 million per annum. Mr. Campbell will also be