Warner Bros Discovery Inc

The Committee generally makes decisions in the first 90 days of the calendar year regarding annual adjustments to base salary ("Annual Base Salary Review"), the payout amount for annual cash bonus awards with respect to the immediately preceding year ("Annual Bonus Review"), and annual LTI awards ("Annual LTI Review") for our executive officers. This annual process includes a review of the following factors, designed to align the Committee’s compensation actions with our compensation principles and objectives:

■executive compensation market data from our peer group (discussed below);

■relevant employment contract requirements;

■self-evaluation of each NEO’s annual performance;

■the CEO’s evaluation of each NEO’s annual performance (other than Mr. Zaslav himself);

■achievement of annual financial goals established by the Committee each year for the ICP, the annual cash bonus program that applies to the NEOs other than the CEO and CFO;

■achievement of financial and strategic goals established by the Committee each year for the annual cash bonus for the CEO and CFO; and

■achievement of annual financial goals established by the Committee for the PRSU awards to the NEOs and the financial and strategic goals established by the Committee for the PRSU awards to the CEO.

These factors are considered as a whole, with no specific weight given to any particular factor or factors.

Additional detail about the factors considered in the Committee’s compensation decisions is provided throughout this CD&A.

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