Who is Lori Locke and what is her role at Warner Bros. Discovery?

Lori Locke has been appointed as the new Chief Accounting Officer (CAO) for Discovery Communications, LLC, a subsidiary of the Company, effective June 1, 2019. She previously held senior accounting roles at Gannett Co., Inc. and Leidos, Inc.

What is the compensation package for Lori Locke?

Ms. Locke's compensation includes a base salary of $550,000, an annual incentive compensation target of 50% of her base salary, and equity awards. These equity awards include an initial grant of RSUs valued at $220,000 and Enhanced RSUs valued at $110,000, both subject to Compensation Committee approval and specific vesting schedules. She will also receive a $300,000 contribution to a deferred compensation plan, which vests over four years.

What are the terms for severance payments if Ms. Locke's employment is terminated?

If Ms. Locke's employment is terminated by the Company without Cause, or by her for Good Reason, she is eligible for severance. This includes continued salary payments for a defined period (up to the remainder of the employment term or 26 weeks), a prorated bonus (subject to performance metrics), continued health coverage under COBRA for 12 months, and immediate vesting of any unvested portion of her Special SRP Contribution. These payments are contingent on her executing a release agreement and could be offset by other employment income.

What constitutes 'Cause' or 'Good Reason' for termination according to the agreement?

'Cause' for termination by the Company generally involves serious misconduct such as felony conviction, fraud, embezzlement, material breach of ethics, or willful disclosure of confidential information. 'Good Reason' for termination by Ms. Locke includes material reduction in duties, demotion, change in reporting structure, failure of the board or compensation committee to approve key appointments or awards, relocation of the office, or a material breach of the agreement by the Company that is not cured. Ms. Locke must provide notice and allow the company an opportunity to cure for 'Good Reason' terminations.

WBD 8-K: Leadership Changes

Summary

This 8-K filing from Warner Bros. Discovery, Inc. (filed under its subsidiary Discovery Communications, LLC on this date) announces the appointment of Lori Locke as Chief Accounting Officer (CAO), effective June 1, 2019. Ms. Locke brings prior experience as VP, Corporate Controller, and CAO from Gannett Co., Inc. Her employment agreement outlines a base salary of $550,000, with potential for annual incentives and equity grants, including restricted stock units (RSUs) and Enhanced RSUs, subject to Board approval. The filing details the terms of her employment, including a three-year initial term, provisions for renewal, and specific severance packages in cases of termination without Cause or by Ms. Locke for Good Reason. It also defines 'Cause' for termination and outlines Ms. Locke's eligibility for benefits, relocation assistance, and a special contribution to a deferred compensation plan. Investors should note the comprehensive compensation structure and the specific conditions for severance and equity vesting, which provide insight into the company's executive retention strategies.

Key Highlights

1Appointment of Lori Locke as Chief Accounting Officer (CAO) effective June 1, 2019.
2Ms. Locke previously served as VP, Corporate Controller, and CAO at Gannett Co., Inc.
3Initial base salary set at $550,000, with a target annual incentive of 50% of base salary.
4Entitled to restricted stock units (RSUs) valued at $220,000 and Enhanced RSUs valued at $110,000, subject to Compensation Committee approval and vesting over four years.
5Receives a $300,000 special contribution to the Supplemental Deferred Compensation Plan (SRP), vesting over four years.
6Employment agreement includes provisions for severance pay, continued health coverage (COBRA), and immediate vesting of remaining SRP contributions upon termination without Cause or by Ms. Locke for Good Reason.
7Defines 'Cause' for termination and specifies conditions for 'Good Reason' termination, along with non-competition and non-solicitation clauses.

Warner Bros. Discovery, Inc. 8-K Report, Executive Changes (May 1, 2019)

Summary

Key Highlights

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