8-KLeadership Changes

Warner Bros. Discovery, Inc. 8-K Report, Executive Changes (Jan 9, 2012)

Filed January 9, 2012For Securities:WBD

Summary

This Form 8-K filing from Discovery Communications, Inc. (now part of Warner Bros. Discovery) reports on a significant executive appointment. Effective March 26, 2012, Andrew Warren was appointed as the new Chief Financial Officer (CFO). Mr. Warren brings extensive financial leadership experience from prominent companies such as Liz Claiborne, Inc. and General Electric, including notable finance roles at NBC Universal. The appointment includes a competitive compensation package with a base salary of $900,000, an annual incentive target of 100% of base salary, and potential equity awards. The filing details specific provisions for relocation assistance and transition benefits, including travel expense reimbursement, a corporate apartment, and a company car, all subject to Mr. Warren's relocation to the Washington, D.C. area. The agreement also outlines termination clauses, severance benefits, and non-competition/non-solicitation covenants, providing clarity on employment terms and potential outcomes for both the company and the executive.

Key Highlights

  • 1Appointment of Andrew Warren as Chief Financial Officer (CFO), commencing March 26, 2012.
  • 2Mr. Warren's prior experience includes CFO roles at Liz Claiborne, Inc., and various finance leadership positions at General Electric, including NBC Universal.
  • 3Base salary set at $900,000 per year.
  • 4Annual incentive compensation target is 100% of base salary, with no guaranteed bonus.
  • 5Potential for significant equity awards, including non-qualified stock options and restricted stock units valued at $1 million each during his initial employment period.
  • 6Comprehensive relocation and transition benefits package, including travel reimbursement, housing assistance, and a car allowance, contingent on relocating to the Washington, D.C. area.
  • 7Detailed provisions for termination for Cause, without Cause, or for Good Reason, including severance payments and adherence to non-competition/non-solicitation clauses.

Frequently Asked Questions

The new Chief Financial Officer is Andrew Warren. He has a strong financial background, having served as CFO at Liz Claiborne, Inc. and holding various senior finance roles at General Electric, including significant positions within NBC Universal.

Mr. Warren's compensation includes a base salary of $900,000, an annual incentive target of 100% of his base salary, and potential equity awards (stock options and RSUs) valued at $1 million each during his initial employment period. He will also be considered for annual equity grants from 2013 onwards, subject to relocation and company practices.

The company is providing significant relocation support, including reimbursement for travel expenses (up to $30,000 in 2012 and $20,000 in 2013), a corporate apartment in the Washington, D.C. area (not exceeding $5,000/month), and a company car (not exceeding $1,500/month) until August 31, 2013. These benefits are taxable and the company will 'gross up' the taxes.

If terminated without Cause or for Good Reason, Mr. Warren is entitled to severance pay including up to 52 weeks of salary, a prorated bonus, and an additional 12 months of bonus eligibility, contingent on signing a release. If the company declines to renew his contract, he may receive an additional 50% of his base salary for 12 months, provided he adheres to non-competition clauses.