Warner Music Group Corp.
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934
Filed by the Registrant ☒
Filed by a Party other than the Registrant
Check the appropriate box:

Preliminary Proxy Statement

Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)

Definitive Proxy Statement

Definitive Additional Materials

Soliciting Material under Rule 14a-12
WARNER MUSIC GROUP CORP.
(Name of Registrant as Specified in Its Charter)
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January 19, 2023
Dear WMG Shareholder:
I am delighted to be writing to you as Warner Music Group's new CEO. I'm grateful to our valued shareholders, our Board of Directors, my predecessor Steve Cooper, and our teams, artists, and songwriters around the world for giving me such a warm welcome.
It is my pleasure to invite you to our annual meeting, taking place on February 28, 2023. The attached proxy statement contains key information about the meeting’s agenda, as well as voting instructions.
We appreciate your important votes on the issues contained in this proxy statement.
The strength of the company's recent performance is testament to the originality of its artists and songwriters, the expertise of our global teams, and our ongoing investment in an innovative, inclusive work culture. We believe Warner Music Group is uniquely positioned in a thriving and diversifying music business. We look forward to keeping you updated on our progress, evolution, and growth.
On behalf of our Board of Directors, and our entire company, thank you for your support of WMG.
Sincerely,
 
 
 

 
 
 
Robert Kyncl
 
Co-Chief Executive Officer
 
Warner Music Group Corp.
 

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Notice of Annual Meeting of Stockholders
On behalf of the Board of Directors (the “Board”), I cordially invite you to attend the 2023 Annual Meeting of Stockholders (the “Annual Meeting”) of Warner Music Group Corp.
Date and Time
Tuesday, February 28, 2023 at 12:00 p.m., Eastern Time
Location
www.virtualshareholdermeeting.com/WMG2023
We have adopted this technology to expand access to the meeting, improve communications and lower the cost to our stockholders, the Company and the environment. We believe that the virtual Annual Meeting should enable increased stockholder participation from locations around the world.
Agenda
At the meeting, stockholders will consider and vote on the following matters:
1.
Proposal 1: Election of eleven directors for a one-year term ending at the 2024 Annual Meeting of Stockholders;
2.
Proposal 2: Ratification of the appointment of KPMG LLP as the Company’s independent registered public accounting firm for fiscal year 2023; and
3.
Any such other business as may properly come before the Annual Meeting or any adjournments or postponements thereof.
The Board recommends that you vote “FOR” the election of each of the nominees named in Proposal 1 and “FOR” Proposal 2. Information about the matters to be acted upon at the Annual Meeting is contained in the accompanying Proxy Statement.
Voting Your Shares
Stockholders of record holding shares of Class A common stock, par value $0.001 per share (the “Class A Common Stock”) and shares of Class B common stock, par value $0.001 per share (the “Class B Common Stock”), of the Company (together, the “Shares”) as of the close of business on January 6, 2023 (the “Record Date”) are entitled to vote at the Annual Meeting.

Internet
Please log on to www.proxyvote.com and submit a proxy to vote your Shares by 11:59 p.m., Eastern Time, on February 27, 2023.

Telephone
Please call the number on your proxy card until 11:59 p.m., Eastern Time, on February 27, 2023.

Mail
If you received printed copies of the proxy materials, please complete, sign, date and return your proxy card by mail to Vote Processing c/o Broadridge, 51 Mercedes Way, Edgewood, New York 11717 so that it is received by the Company prior to the Annual Meeting.

In Person
You may attend the virtual Annual Meeting and cast your vote.
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Beneficial owners whose Shares are held at a brokerage firm or by a bank or other nominee should follow the voting instructions that they received from the nominee.
This notice is being delivered to the holders of Shares as of the close of business on January 6, 2023, the record date fixed by the Board for the purposes of determining the stockholders of the Company entitled to receive notice of and to vote at the Annual Meeting, and constitutes notice of the Annual Meeting under Delaware law. Proxy materials or a Notice of Internet Availability were first made available, sent or given to the Company’s stockholders on or about January 19, 2023.
By Order of the Board of Directors,
 
 
 

 
Trent Tappe
 
Senior Vice President, Deputy General Counsel,
 
Chief Compliance Officer and Secretary
 
Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting of Stockholders to Be Held on February 28, 2023.
The accompanying Proxy Statement, our 2022 Annual Report to Stockholders and directions on how to participate in the Annual Meeting are available at https://investors.wmg.com/investor-overview.
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Certain Important Terms
As used in this Proxy Statement, “we,” “us,” “our” and the “Company” mean Warner Music Group Corp. and its consolidated subsidiaries, unless the context refers only to Warner Music Group Corp. as a corporate entity. We also use the following terms:
“Access” means Access Industries, LLC, a Delaware limited liability company, and its affiliates, certain of which are our controlling stockholders.
“Acquisition Corp.” means WMG Acquisition Corp., a Delaware corporation, and a direct wholly owned subsidiary of Holdings.
“common stock” means our Class A Common Stock and our Class B Common Stock, together.
“Holdings” means WMG Holdings Corp., a Delaware corporation, and a direct wholly owned subsidiary of WMG.
“SEC” means the U.S. Securities and Exchange Commission.
“Warner Music Group” or “WMG” means Warner Music Group Corp., a Delaware corporation, without its consolidated subsidiaries.
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Proxy Summary
This section summarizes important information contained in this Proxy Statement and in our 2022 Annual Report to Stockholders (the “Annual Report”), but does not contain all the information that you should consider when casting your vote. Please review the entire Proxy Statement and the Annual Report carefully before voting.
Proposals for Your Vote
Proposal
Board
Recommendation
Page(s)
1.
Proposal 1: Election of eleven directors for a one-year term ending at the 2024 Annual Meeting of Stockholders
FOR each of the
nominees
2.
Proposal 2: Ratification of the appointment of KPMG LLP as the Company’s independent registered public accounting firm for fiscal year 2023
FOR
Board of Directors Composition
The fundamental duty of the Board is to oversee the Company for the benefit of our stockholders. It is essential that the Board be composed of directors who are qualified to oversee the development and execution by our management of our business strategies. The Board seeks directors who possess a broad range of skills, expertise and perspectives. The composition of the Board, as reflected in the tables and charts below, demonstrates our commitment to these principles.
Board Composition Summary
Below is our current Board as of January 19, 2023.
Name
Age
Principal Professional
Experience
Expiration of
Current
Term
Independent
Stephen Cooper(1)
76
Co-Chief Executive Officer of WMG
2023
No
 
 
 
 
 
Lincoln Benet
59
Chief Executive Officer of Access
2023
No
 
 
 
 
 
Alex Blavatnik
58
Executive Vice President and
Vice Chairman of Access
2023
No
 
 
 
 
 
Len Blavatnik
65
Founder and Chairman of Access
2023
No
 
 
 
 
 
Mathias Döpfner
60
Chairman and CEO of Axel
Springer SE
2023
Yes
 
 
 
 
 
Nancy Dubuc
54
Chief Executive Officer of VICE Media Group
2023
Yes
 
 
 
 
 
Noreena Hertz
55
Visiting Professor
at the Institute for
Global Prosperity at
University College London
2023
Yes
 
 
 
 
 
Ynon Kreiz
57
Chairman and CEO of Mattel, Inc.
2023
Yes
 
 
 
 
 
Ceci Kurzman
53
Founder and President of Nexus Management Group, Inc.
2023
Yes
 
 
 
 
 
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Name
Age
Principal Professional
Experience
Expiration of
Current
Term
Independent
Michael Lynton
63
Chairman of the Board of Snap, Inc.
2023
Yes
 
 
 
 
 
Donald A. Wagner
59
Senior Managing Director of Access
2023
No
(1)
As previously disclosed, Stephen Cooper will retire from the Board on February 1, 2023 and Robert Kyncl will be appointed at such time. As a result, Robert Kyncl will be running for re-election at the Annual Meeting.
Corporate Governance Highlights
Corporate Governance Profile
Our corporate governance profile aligns with that of other controlled public companies and reflects the influence and control of Access. However, we have the following structures in place that we believe contribute to more effective corporate governance, all of which are not requirements for controlled public companies:
Independent chairman
Majority independent board of directors
Majority independent Nominating and Corporate Governance Committee
Annual election of directors
Board Skills and Experience
The Board seeks directors who possess a broad range of skills, experience, expertise and perspectives that position the Board to effectively oversee the Company’s strategies and risks. Our directors were carefully selected for their mix of skills and expertise, which align with, and facilitate effective oversight of, the Company’s strategy. Our directors possess substantive skills and experience in the following key areas, which are relevant to the Board’s oversight of the Company, including the music and entertainment industries; senior management; audit and accounting; public company board service; capital markets and corporate finance and strategic business planning.
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Board Diversity
The Board believes that a diverse Board is better able to effectively oversee our management and strategy and position the Company to deliver long-term value for our stockholders. The Board considers diversity, including gender and ethnic diversity, as adding to the overall mix of perspectives of the Board as a whole. With the assistance of the Nominating and Corporate Governance Committee, the Board regularly reviews trends in board composition, including on director diversity and, in fiscal year 2021, the Board increased its gender diversity.
Board Diversity Matrix (As of January 6, 2023)
Total Numbers of Directors
11
 
Female
Male
Non-
Binary
Did not
Disclose
Gender
Part 1: Gender Identity
 
 
 
 
Directors
3
6
2
Part 2: Demographic Background
 
 
 
 
African American or Black
1
Alaskan Native or Native American
Asian
Hispanic or Latinx
1
Native Hawaiian or Pacific Islander
White
2
5
Two or More Races or Ethnicities
LGBTQ+
1
Did Not Disclose Demographic Background
2
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PROPOSAL 1
Election of Directors
The Board has nominated each of our eleven directors, Robert Kyncl, Lincoln Benet, Alex Blavatnik, Len Blavatnik, Mathias Döpfner, Nancy Dubuc, Noreena Hertz, Ynon Kreiz, Ceci Kurzman, Michael Lynton and Donald A. Wagner, for election at the Annual Meeting to serve until the 2024 annual meeting or until their successors are elected or have been qualified. The Board believes that each of these nominees has the necessary skills and experience to effectively oversee our business. As of the date of this Proxy Statement, each of these nominees currently serves as a director other than Robert Kyncl. Each nominee has consented to being named in this Proxy Statement and has agreed to serve if elected. As previously disclosed, Robert Kyncl and Stephen Cooper currently serve as Co-CEOs of the Company. Robert Kyncl will become sole CEO and will be appointed to the Board on February 1, 2023, at which time Stephen Cooper will retire from the Board. As a result, Robert Kyncl will be running for re-election at the Annual Meeting.
The Board recommends that you vote FOR the election of each of Robert Kyncl, Lincoln Benet, Alex Blavatnik, Len Blavatnik, Mathias Döpfner, Nancy Dubuc, Noreena Hertz, Ynon Kreiz, Ceci Kurzman, Michael Lynton and Donald A. Wagner.
The Board is currently composed of eleven directors. A biography of each director nominee and a description of each director’s skills and qualifications follow this proposal.
All director nominees will stand for election for a one-year term that expires at the following annual meeting.
Unless otherwise instructed, the proxyholders will vote proxies FOR the nominees of the Board. The Board has no reason to believe that any of its nominees will be unable or unwilling to serve if elected. However, if any of the Board’s nominees should become unable for any reason or unwilling for good cause to serve as a director at any point before the Annual Meeting or any adjournment or postponement of the meeting, the Board may reduce the size of the Board or nominate another candidate for election as a director. If the Board nominates a new candidate, unless otherwise provided, the form of proxy attached to this Proxy Statement permits the proxyholders to use their discretion to vote for that candidate.
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The Board of Directors
Nominees for Election as Directors for a Term Expiring in 2024

Robert Kyncl
 
Age: 52
Director since: 2023
 
Professional Experience: Mr. Kyncl joined the Company on January 1, 2023 as Co-CEO and, effective as of February 1, 2023, Mr. Kyncl will become the Company’s sole CEO and will be appointed to the Board. Mr. Kyncl previously served as the Chief Business Officer of YouTube, a division of Alphabet Inc., where he was responsible for YouTube’s creative and commercial partnerships, as well as its product operations and marketing. Mr. Kyncl drove the development of YouTube’s creator ecosystem and original content initiatives while helping lead the launch of its paid subscription services, YouTube Music and YouTube Premium. Prior to joining YouTube in 2010, Mr. Kyncl spent seven years at Netflix, Inc., where he led the company’s push into film and television content, playing an instrumental role in the company’s evolution as a streaming giant. Mr. Kyncl runs the Kyncl Family Foundation, which provides financial assistance to students from underrepresented communities pursuing STEM degrees. Mr. Kyncl holds an MBA from Pepperdine University and a B.S. in International Relations from SUNY New Paltz.
 
Skills and Qualifications: Mr. Kyncl brings beneficial experience and attributes to the Board, including his experience as a Chief Business Officer of YouTube leading commercial partnerships and marketing initiatives. Among Mr. Kyncl’s responsibilities at YouTube was music, including the licensing of recorded music and music publishing rights to digital service providers.
 
 
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Lincoln Benet
 
Age: 59
Director since: 2011
Committee memberships: Compensation (chair), Nominating and Corporate Governance (chair), Executive
 
Professional Experience: Mr. Benet has served as a director since July 20, 2011. Mr. Benet is the Chief Executive Officer of Access. Prior to joining Access in 2006, Mr. Benet spent 17 years at Morgan Stanley, most recently as a Managing Director. His experience spans corporate finance, mergers and acquisitions, fixed income and capital markets. Mr. Benet is a member of the Board of Directors for LyondellBasell Industries N.V. and a member of the board of DAZN Group Limited and, until 2019, Clal Industries Ltd. Mr. Benet graduated summa cum laude with a B.A. in Economics from Yale University and received his M.B.A. from Harvard Business School.
 
Skills and Qualifications: Mr. Benet brings beneficial experience and attributes to the Board, among which are his extensive experience advising companies, in particular as the Chief Executive Officer of Access, in his role as a director of LyondellBasell Industries N.V. and in his former role as director of Clal Industries Ltd. In addition, Mr. Benet possesses experience in advising and managing publicly traded and privately held enterprises and has significant expertise with corporate finance and strategic business planning activities.
 
 

Alex Blavatnik
 
Age: 58
Director since: 2011
Committee memberships: Compensation, Finance
 
Professional Experience: Mr. Blavatnik has served as a director since July 20, 2011. Mr. Blavatnik is Executive Vice President and Vice Chairman of Access. A 1993 graduate of Columbia University, Mr. Blavatnik joined Access in 1996. Currently, he oversees Access’s operations out of its New York-based headquarters and serves as a director of various companies in the Access global portfolio. In addition, Mr. Blavatnik is engaged in numerous philanthropic pursuits and sits on the boards of several educational and charitable institutions. Mr. Blavatnik is the brother of Len Blavatnik.
 
Skills and Qualifications: Mr. Blavatnik brings beneficial experience and attributes to the Board, among which is his extensive experience advising companies, particularly as Vice Chairman of Access, as a director of Clal Industries Ltd. and, previously, as a director of OGIP Ventures, Ltd. In addition, Mr. Blavatnik possesses experience in advising and managing publicly traded and privately held enterprises and has significant expertise with corporate finance and strategic business planning activities.
 
 
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Len Blavatnik
 
Age: 65
Director since: 2011
Committee memberships: Executive
 
Professional Experience: Mr. Blavatnik has served as a director and as Vice Chairman of the Board of the Company since July 20, 2011. Mr. Blavatnik is the founder and Chairman of Access, a privately held U.S. industrial group with global strategic investments. He previously served as a member of the Board from March 2004 to January 2008. Mr. Blavatnik provides financial support to, and remains engaged in, many educational pursuits. Mr. Blavatnik is a board member at Oxford University and Tel Aviv University and is a member of Harvard University’s Committee on University Resources, Global Advisory Council and the Task Force on Science and Engineering. In 2010, the Blavatnik Family Foundation committed £75 million to establish the Blavatnik School of Government at the University of Oxford. Mr. Blavatnik and the Blavatnik Family Foundation have also been generous supporters of other leading educational, scientific, cultural and charitable institutions throughout the world. Mr. Blavatnik is a member of the Board of Directors of the 92nd Street Y in New York, The Mariinsky Foundation of America, The Carnegie Hall Society, Inc. and The Center for Jewish History in New York. He is also a Trustee of the State Hermitage Museum in St. Petersburg, Russia. Mr. Blavatnik emigrated to the U.S. in 1978 and became a U.S. citizen in 1984. He received his Master’s degree from Columbia University in 1981 and his M.B.A. from Harvard Business School in 1989. Mr. Blavatnik is the brother of Alex Blavatnik.
 
Skills and Qualifications: Mr. Blavatnik brings beneficial experience and attributes to the Board, among which is his extensive experience advising companies, particularly as founder and Chairman of Access and in his role as a former director of UC Rusal plc and TNK-BP Limited. In addition, Mr. Blavatnik possesses experience in advising and managing publicly traded and privately held enterprises and has significant expertise with corporate finance and strategic business planning activities.
 
 
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Mathias Döpfner
 
Age: 60
Director since: 2014
Committee memberships: Compensation
 
Professional Experience: Mr. Döpfner has served as a director since May 1, 2014. Mr. Döpfner is Chairman and CEO of Axel Springer SE. Holding a stake of about 22%, Mr. Döpfner is also one of Axel Springer’s largest shareholders. Axel Springer is one of the leading digital publishers in the US with brands such as INSIDER, MORNING BREW, and POLITICO. And the largest European media outlet with publications like WELT, BILD, and Upday. He has been CEO since January 2002 and focused on the digital transformation of the company ever since. Under his leadership, Axel Springer introduced paid content models and diversified revenue streams through strategic investments. Today, over 80% of the group’s revenues come from its digital activities. Mr. Döpfner is also a member of the Board of Directors of Netflix, Inc.
 
Skills and Qualifications: Mr. Döpfner brings beneficial experience and attributes to the Board, including his extensive experience in the media industry. In addition, through his positions as Chairman and CEO of Axel Springer, he has a profound understanding of the challenges and developments of today’s business, such as content creation and monetization or distribution and digital platforms.
 
 

Nancy Dubuc
 
Age: 54
Director since: 2021
Committee memberships: Audit (chair), Executive
 
Professional Experience: Ms. Dubuc has served as a director since July 13, 2021. Ms. Dubuc is Chief Executive Officer of VICE Media Group, today’s largest independent youth media company. Since joining VICE in 2018, she has directed the expansion and transformation of the company’s global businesses and has also initiated a cultural transformation driven by processes to vastly increase communication, transparency and accountability. Prior to joining VICE, Ms. Dubuc served as President and Chief Executive Officer of A+E Networks. Ms. Dubuc currently serves on the Boards of Directors of Vice Media LLC and Flutter Entertainment PLC. Ms. Dubuc has a reputation as a powerful creative with an additional history of overwhelming programmatic success.
 
Skills and Qualifications: Ms. Dubuc’s more than 25 years of media experience, proven track record of successfully diversifying revenue through new business models, distinct ability to build effective leadership teams and financial/operational transformations give her the qualifications and skills to serve as a director of Warner Music Group.
 
 
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Noreena Hertz
 
Age: 55
Director since: 2017
Committee memberships: Audit, Nominating and Corporate Governance
 
Professional Experience: Professor Hertz has served as a director since September 15, 2017. Professor Hertz advises some of the biggest organizations and most senior figures in the world on strategy, decision-making, ESG and global economic, technological and geo-political risks and trends. Her best-selling books, Eyes Wide Open, The Silent Takeover, IOU: The Debt Threat and The Lonely Century have been published in over 20 countries. Professor Hertz served as a member of Citigroup’s Politics and Economics Global Advisory Board between 2007 and 2008 and as a member of the Advisory Group steering McKinsey CEO Dominic Barton’s Inclusive Capitalism Taskforce between 2012 and 2013. A much sought-after commentator on television and radio, Hertz contributes to a wide range of publications and networks including The BBC, CNN, CNBC, CBS, ITV, The New York Times, The Wall Street Journal, The Daily Beast, The Financial Times, The Guardian, The Washington Post, The Times of London, Wired, and Nature. She has given Keynote Speeches at TED and The World Economic Forum, as well as for leading global corporations, and has shared platforms with such luminaries as President Bill Clinton and James Wolfensohn. An influential economist on the international stage, Professor Hertz also played a pivotal role in the development of (RED), an innovative commercial model to raise money for people with AIDS in Africa, having inspired Bono (co-founder of the project) with her writings. Professor Hertz has been described by the Observer as “one of the world’s leading young thinkers,” by Vogue as “one of the world’s most inspiring women” and was featured on the cover of Newsweek’s September 30, 2013 issue in Europe, Asia and the Middle East. She has an M.B.A. in Finance and Marketing from the Wharton School of the University of Pennsylvania and a Ph.D. from the University of Cambridge. Having spent 10 years at University of Cambridge as Associate Director of the Centre for International Business and Management, in 2014, she moved to University College London, where she is a Visiting Professor at the Institute for Global Prosperity.
 
Skills and Qualifications: Professor Hertz brings beneficial experience and attributes to the Board, including over 25 years of experience in advising companies and governments in a variety of sectors and geographies on macro economic, political and regulatory risk, strategy and policy, M&A, intelligence gathering and analysis, millennials and post-millennials and ESG. In addition, Ms. Hertz has also held senior academic positions where her research has focused on AI, decision-making, risk assessment and management, globalization, innovation, the post-millennials, community building and ESG.
 
 
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Ynon Kreiz
 
Age: 57
Director since: 2016
Committee memberships: Audit, Nominating and Corporate Governance
 
Professional Experience: Mr. Kreiz has served as a director since May 9, 2016. Mr. Kreiz is Chairman and Chief Executive Officer of Mattel (NASDAQ: MAT), a leading global toy company and owner of one of the strongest portfolios of children and family entertainment franchises in the world. He joined the company as CEO in April 2018 and was appointed Chairman of the Board of Directors in May 2018. From May 2013 to January 2015, Mr. Kreiz served as CEO of Maker Studios, a global leader in online short-form video and one of the largest content networks on YouTube. Mr. Kreiz also served as Chairman of the company from June 2012 to May 2014. From June 2008 to June 2011, Mr. Kreiz was Chairman and CEO of Endemol Group, one of the world’s largest independent television production companies. From 2005 to 2007, Mr. Kreiz was a General Partner at Balderton Capital (formerly Benchmark Capital Europe). From 1996 to 2002, Mr. Kreiz was co-founder, Chairman and CEO of Fox Kids Europe N.V., a leading pay-TV channel in Europe and the Middle East, broadcasting in 54 countries. Mr. Kreiz holds a B.A. in Economics and Management from Tel Aviv University and an M.B.A. from UCLA’s Anderson School of Management, where he currently serves on the Board of Advisors.
 
Skills and Qualifications: Mr. Kreiz brings beneficial experience and attributes to the Board, including his extensive experience advising and managing companies, having served as Chairman and CEO of Mattel, Maker Studios, Endemol Group and Fox Kids Europe, and also as a general partner at Balderton Capital (formerly Benchmark Capital Europe).
 
 
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Ceci Kurzman
 
Age: 53
Director since: 2020
Committee memberships: Compensation, Nominating and Corporate Governance
 
Professional Experience: Ms. Kurzman is founder and President of Nexus Management Group, Inc., a former talent management and current investment company. Ms. Kurzman currently serves on the Board of Directors, Audit Committee, and Compensation Committee of Revlon, Inc., as well as on the Board of Directors of various organizations including Man Group, Spring Studios, Cirque du Soleil and Hornblower Holdings. An accomplished investor and entrepreneur, Ms. Kurzman also achieved numerous business and marketing successes as an executive at Arista Records and Sony Music’s Epic Records, before founding Nexus and managing an impressive roster of superstar artists. Today, Ms. Kurzman continues to combine her strategic business leadership with her ability to anticipate trends and drive revenue growth from an investment portfolio of trailblazing companies, in partnership with established private equity partners.
 
Skills and Qualifications: Ms. Kurzman’s various experiences in the entertainment industry and advising and managing companies, among other qualifications described above, give her the qualifications and skills to serve as a director of the Company.
 
 
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Michael Lynton
 
Age: 63
Director since: 2019
Committee memberships: Executive Committee (chair)
 
Professional Experience: Mr. Lynton has served as Chairman of the Board of the Company since February 7, 2019. Mr. Lynton also currently serves as Chairman of the Board of Snap, Inc., a position he has held since 2016 after joining Snap Inc.’s board in 2013. Mr. Lynton also currently serves as Chairman of the Board of Directors of Schrödinger, Inc., a position he has held since October 2018 after joining the Board of Directors of Schrödinger, Inc. in January 2018, and is a member of the Board of Directors of Ares Management, L.P. Previously, Mr. Lynton served as the CEO of Sony Entertainment from April 2012 until August 2017, overseeing Sony’s global entertainment businesses, including Sony Music Entertainment, Sony/ATV Music Publishing and Sony Pictures Entertainment. Mr. Lynton also served as Chairman and CEO of Sony Pictures Entertainment from January 2004 until May 2017. Prior to joining Sony Pictures, Mr. Lynton worked for Time Warner, and from 2000 to 2004, he served as CEO of AOL Europe, President of AOL International and President of Time Warner International. From 1996 to 2000, Mr. Lynton served as Chairman and CEO of Pearson plc’s Penguin Group, where he oversaw the acquisition of Putnam, Inc. and extended the Penguin brand to music and the Internet and was a director of Pearson plc from January 2018 to April 2021. Mr. Lynton joined The Walt Disney Company in 1987, and from 1992 to 1996, he served as President of Disney’s Hollywood Pictures. Mr. Lynton also serves on the boards of the Tate and The Boston Beer Company, Inc. Mr. Lynton holds a B.A. in History and Literature from Harvard College and received his M.B.A. from Harvard University.
 
Skills and Qualifications: Mr. Lynton brings beneficial experience and attributes to the Board, including his various experiences in the entertainment industry and advising and managing companies.
 
 
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Donald A. Wagner
 
Age: 59
Director since: 2011
Committee memberships: Finance (chair), Executive, Nominating and Corporate Governance
 
Professional Experience: Mr. Wagner has served as a director since July 20, 2011. Mr. Wagner is a Senior Managing Director of Access, having been with Access since 2010. He oversees Access’s North America direct investing activities. From 2000 to 2009, Mr. Wagner was a Senior Managing Director of Ripplewood Holdings L.L.C., responsible for investments in several areas and heading the industry group focused on investments in basic industries. Previously, Mr. Wagner was a Managing Director of Lazard Freres & Co. LLC and had a 15-year career at that firm and its affiliates in New York and London. He is a board member of Calpine Corporation and BMC Software and was on the board of several publicly traded and privately held companies in the past. Mr. Wagner graduated summa cum laude with an A.B. in physics from Harvard College.
 
Skills and Qualifications: Mr. Wagner brings beneficial experience and attributes to the Board, among which is his experience serving as a director of various companies, including public companies, and over 25 years of experience in investing, banking and private equity. In addition, Mr. Wagner possesses experience in advising and managing publicly traded and privately held enterprises and has significant expertise with corporate finance and strategic business planning activities.
 
 
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SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND
MANAGEMENT AND RELATED STOCKHOLDER MATTERS
The following table sets forth certain information concerning the beneficial ownership of the Company’s common stock as of January 6, 2023 by (i) each person known to own beneficially more than five percent of our common stock; (ii) each of our directors; (iii) each of our named executive officers; and (iv) all of our current executive officers and directors as a group. Except as otherwise indicated, the business address of each stockholder listed on the table below is c/o Warner Music Group Corp., 1633 Broadway, New York, New York 10019.
The amounts and percentages of shares beneficially owned are reported on the basis of regulations of the SEC governing the determination of beneficial ownership of securities. Under SEC rules, a person is deemed to be a “beneficial owner” of a security if that person has or shares voting power or investment power, which includes the power to dispose of or to direct the disposition of such security. A person is also deemed to be a beneficial owner of any securities of which that person has a right to acquire beneficial ownership within 60 days. Securities that can be so acquired are deemed to be outstanding for purposes of computing such person’s ownership percentage, but not for purposes of computing any other person’s percentage. Under these rules, more than one person may be deemed to be a beneficial owner of the same securities, and a person may be deemed to be a beneficial owner of securities as to which such person has no economic interest.
Percentage computations are based on 138,288,424 shares of our Class A Common Stock and 377,650,449 shares of our Class B Common Stock outstanding as of January 6, 2023.
Name of Beneficial Owner
Number of
shares of Class A
Common Stock
beneficially
owned
Number of
shares of Class B
Common Stock
beneficially
owned
Ownership
Percent of
Class A
Common
Stock(1)
Ownership
Percent of
Class B
Common
Stock(1)
AI Entertainment Holdings LLC
365,701,589
96.8%
FMR LLC(2)
17,447,714
12.6%
Sands Capital Management, LLC(3)
11,553,443
8.4%
The Vanguard Group(4)
8,535,823
6.2%
Caledonia (Private) Investments Pty Limited(5)
7,045,758
5.1%
Lincoln Benet(6)
399,341
*
Alex Blavatnik
127,084
583,061
*
*
Len Blavatnik(7)
376,787,388
99.8%
Mathias Döpfner(8)
14,754
*
 
Nancy Dubuc(8)
7,833
*
Noreena Hertz(8)
14,754
*
Ynon Kreiz(8)
14,754
*
Ceci Kurzman(8)
12,110
*
Michael Lynton(8)
21,497
*
Donald A. Wagner(6)
251,817
*
Stephen Cooper
6,141,401
4.4%
Louis Dickler
Robert Kyncl
Eric Levin
Max Lousada(9)
3,655,810
2.6%
Carianne Marshall
Guy Moot
All Directors, Director Nominees and Executive Officers as a group (22 persons)(7)
10,661,155
377,370,449
7.7%
99.9%
*
Less than one percent.
(1)
The holders of our Class B Common Stock are entitled to 20 votes per share, and holders of our Class A Common Stock are entitled to one vote per share.
(2)
Based on a Schedule 13G/A filed with the SEC on February 10, 2022 by FMR LLC, reporting beneficial ownership as of January 31,
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2022, with FMR LLC having sole voting power with respect to 1,518,608 shares of our Class A Common Stock, shared voting power with respect to 0 shares of our Class A Common Stock, sole dispositive power with respect to an additional 17,447,714 shares of our Class A Common Stock and shared dispositive power with respect to 0 shares of our Class A Common Stock. FMR LLC has its principal business office at 245 Summer Street, Boston, MA 02210.
(3)
Based on a Schedule 13G/A filed with the SEC on February 14, 2022 by Sands Capital Management, LLC, reporting beneficial ownership as of December 31, 2022, with sole voting power with respect to 8,756,819 shares of our Class A Common Stock, shared voting power with respect to 0 shares of our Class A Common Stock, sole dispositive power with respect to 11,553,443 shares of our Class A Common Stock and shared dispositive power with respect to 0 shares of our Class A Common Stock. Sands Capital Management, LLC has its principal business office at 1000 Wilson Blvd., Suite 3000, Arlington, VA 22209.
(4)
Based on a Schedule 13G filed with the SEC on February 10, 2022 by The Vanguard Group, reporting beneficial ownership as of December 31, 2022, with The Vanguard Group having sole voting power with respect to 0 shares of our Class A Common Stock, shared voting power with respect to 16,283 shares of our Class A Common Stock, sole dispositive power with respect to an additional 8,482,572 shares of our Class A Common Stock and shared dispositive power with respect to an additional 53,251 shares of our Class A Common Stock. The Vanguard Group has its principal business office at 100 Vanguard Boulevard, Malvern, PA 19355.
(5)
Based on a Schedule 13G filed with the SEC on February 16, 2021 by Caledonia (Private) Investments Pty Limited, reporting beneficial ownership as of December 31, 2020, with sole voting power with respect to 7,045,758 shares of our Class A Common Stock, shared voting power with respect to 0 shares of our Class A Common Stock, sole dispositive power with respect to 7,045,758 shares of our Class A Common Stock and shared dispositive power with respect to 0 shares of our Class A Common Stock. Caledonia (Private) Investments Pty Limited has its principal business office at Level 10, 131 Macquarie Street, Sydney, NSW, 2000, Australia
(6)
Does not reflect shares of the Company’s common stock that may be attributable to the beneficial owners of limited partnership interests in certain entities affiliated with Access and controlled by Len Blavatnik. Messrs. Benet and Wagner disclaim any beneficial ownership of shares of the Company’s common stock represented by such limited partnership interests.
(7)
Represents shares held by entities over which Len Blavatnik either exercises or may be deemed to exercise direct or indirect control as of the date of this proxy statement.
(8)
For Mr. Döpfner, represents 9,922 shares of Class A Common Stock and 4,832 shares of unvested restricted stock, in each case received as compensation for service as a director. For Ms. Hertz, represents 9,922 shares of Class A Common Stock and 4,832 shares of unvested restricted stock, in each case received as compensation for service as a director. For Mr. Kreiz, represents 9,922 shares of Class A Common Stock and 4,832 shares of unvested restricted stock, in each case received as compensation for service as a director. For Ms. Kurzman, represents 7,278 shares of Class A Common Stock and 4,832 shares of unvested restricted stock, in each case received as compensation for service as a director. For Mr. Lynton, represents 14,457 shares of Class A Common Stock and 7,040 shares of unvested restricted stock, in each case received as compensation for service as a director. For Ms. Dubuc, represents 3,001 shares of Class A Common Stock and 4,832 shares of unvested restricted stock received as compensation for service as a director.
(9)
Includes shares of Class A Common Stock represented by 1,048,784 Class B Units of Management LLC (as defined herein) pursuant to the terms of, and subject to the limitations and restrictions set forth in, the Second Amended and Restated Limited Liability Company Agreement of Management LLC, as amended, which Class B Units are redeemable for a number of shares of Class B Common Stock equal to 1,048,784 less a number of shares of Class B Common Stock having a value equal to $3,343,758 on the date of such redemption (the “Benchmark Shares”), which is the sum of the benchmark amounts of the Class B Units. Any shares of Class B Common Stock issued to Mr. Lousada upon a redemption of Class B Units will immediately and automatically convert to shares of Class A Common Stock on a one-for-one basis, and the corresponding Class B Units will be cancelled. Mr. Lousada expressly disclaims beneficial ownership of the Benchmark Shares. Also includes vested Deferred Equity Units issued under the Pre-IPO Plan (as defined herein). These Deferred Equity Units will be settled for shares of the Company’s Class A Common Stock on a one-for-one basis by no later than December 31, 2025. Upon such settlement, the corresponding Deferred Equity Units will be cancelled.
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PROPOSAL 2
Ratification of Appointment of Independent Registered Public Accounting Firm
The Audit Committee is responsible for the appointment, compensation, retention and oversight of our independent registered public accounting firm (“independent auditor”) and annually evaluates the independent auditor’s qualifications, performance and independence.
The Audit Committee has appointed KPMG LLP (“KPMG”) as our independent auditor for fiscal year 2023. KPMG has served as the independent auditor for the Company since 2015. KPMG’s background knowledge of the Company, combined with its industry expertise, has enabled it to carry out its audits of our financial statements with effectiveness and efficiency. The members of the Audit Committee believe that the continued retention of KPMG as our independent auditor is in the best interest of the Company and its stockholders. In determining whether to reappoint KPMG, the Audit Committee considered factors such as:
KPMG’s independence and objectivity;
KPMG’s and the lead engagement partner’s capability and expertise in handling the breadth and complexity of our operations;
KPMG’s tenure as independent auditor for the Company;
historical and recent performance of KPMG, including the extent and quality of communications with members of the Audit Committee; and
the impact of a change in the independent auditor.
The Audit Committee is involved in the selection of KPMG’s lead engagement partner and ensures that the lead partner’s engagement is limited to no more than five consecutive years of service in that role (in accordance with SEC rules). The current lead KPMG engagement partner is eligible to serve in that capacity through the end of the fiscal year 2027 audit.
We request that our stockholders ratify the appointment of KPMG as our independent auditor for fiscal year 2023. If the stockholders do not ratify such appointment, the Audit Committee will take note and may reconsider its retention of KPMG. If such appointment is ratified, the Audit Committee will still have the discretion to replace KPMG at any time during the year. Representatives of KPMG are expected to be present at the Annual Meeting and will have the opportunity to make a statement. They will also be available to respond to questions from stockholders regarding their audit of our consolidated financial statements and their audit of our internal control over financial reporting for fiscal year 2022.
The Board recommends that stockholders vote FOR the ratification of the appointment of KPMG as our independent registered public accounting firm for fiscal year 2023.
Fees Paid to KPMG LLP
The following table sets forth the aggregate fees incurred to KPMG LLP for services rendered in connection with the consolidated financial statements, and reports for the fiscal years ended September 30, 2022 and September 30, 2021 on behalf of the Company and its subsidiaries, as well as all out-of-pocket costs incurred in connection with these services (in thousands):
 
Year Ended
September 30,
2022
Year Ended
September 30,
2021
Audit Fees
$8,046
$7,777
Audit-Related Fees
3
8
Tax Fees
20
All Other Fees
220
350
Total Fees
$8,289
$8,135
These fees exclude out-of-pocket costs of approximately $0.06 million and $0.04 million for the periods ended September 30, 2022 and September 30, 2021, respectively.
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Audit Fees: Consists of fees billed for professional services rendered for the audit of the Company’s consolidated financial statements, the audit of the Company’s internal control over financial reporting, the review of the interim condensed consolidated financial statements included in quarterly reports, employee benefit plan audits and services that are normally provided by KPMG LLP in connection with statutory and regulatory filings or engagements and attest services, except those not required by statute or regulation.
Audit-Related Fees: Consists of fees billed for assurance and related services that are reasonably related to the performance of the audit or review of the Company’s consolidated financial statements and are not reported under “Audit Fees.” These services include attest services that are not required by statute or regulation, consultations concerning financial accounting and reporting standards and implementation of new accounting standards.
Tax Fees: Consists of work performed in connection with tax compliance and advisory services.
All Other Fees: Consists of audit work performed in connection with the Company’s SEC-registered transactions and debt offerings.
Audit Committee Pre-Approval Policy
The Audit Committee has adopted the Audit Committee Pre-Approval Policy (the “Pre-Approval Policy”), which requires its pre-approval of all audit and permitted non-audit services to be provided to the Company by the independent auditor to ensure that the provision of such services does not impair the auditor’s independence. The Pre-Approval Policy sets forth pre-approval procedures. Pursuant to the Pre-Approval Policy, the Audit Committee will pre-approve the audit, audit-related, tax and permissible non-audit services that it believes would not impair the independence of the auditor. In addition, the Pre-Approval Policy delegates authority to the Audit Committee Chairperson, and may delegate to one or more of its other members, authority to pre-approve audit and permitted non-audit services. The Chairperson and any other member or members to whom such authority is delegated will report any pre-approval decisions to the Audit Committee at its next scheduled meeting. Pre-approval fee levels for services to be provided by the independent auditor are established or revised quarterly by the Audit Committee. The Audit Committee approved all audit and other permitted non-audit services provided by KPMG for fiscal year 2022 and the costs of those services.
Audit Committee Report
The Audit Committee operates under a written charter adopted by the Board. The Audit Committee currently consists of three directors, all of whom are independent directors under The Nasdaq Stock Market LLC (“Nasdaq”) rules (Nancy Dubuc, Noreena Hertz and Ynon Kreiz).
The Board has determined that all three members of the Audit Committee have the requisite experience to be designated an audit committee financial expert as such term is defined under Item 407(d)(5) of Regulation S-K under the Securities Act of 1933, as amended (the “Securities Act”) and the applicable standards of Nasdaq.
Management is responsible for the preparation and presentation of the Company’s financial statements and the reporting process, for its accounting policies and procedures, and for the establishment of effective internal controls and procedures.
The primary duties of the Audit Committee are (i) to assist the Board’s oversight of (a) the accounting, internal controls, financial and external reporting policies and practices of the Company; (b) the quality and integrity of the Company’s financial statements and related disclosure; (c) the independent auditor’s qualifications and independence; (d) the evaluation and management of the Company’s financial risks; (e) the performance of the Company’s internal audit function and independent auditor; and (f) the Company’s compliance with legal and regulatory requirements; and (ii) the preparation of the report of the Committee required to be included in the Company’s annual proxy statement under the rules of the SEC.
The independent auditor is responsible for performing an independent audit of the Company’s financial statements and internal control over financial reporting in accordance with standards established by the PCAOB, and the independent auditor issues a report with respect to the audit. The independent auditor must express an opinion as to the conformity of our financial statements with U.S. generally accepted accounting principles and the effectiveness of our internal controls over financial reporting. The independent auditor regularly affirms to the Audit Committee that it remains independent from the Company.
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The Audit Committee regularly meets with the independent auditor, both in general session and in executive session, to discuss the Company’s financial reporting processes, internal control over financial reporting, disclosure controls and procedures, required communications to the Audit Committee, fraud risks and any other matters that the Committee or the independent auditor deem appropriate.
More information on the Audit Committee and its responsibilities is included in the Audit Committee Charter available on the Company’s website at https://investors.wmg.com/corporate-governance/committee-composition.
In the performance of its oversight function, the Audit Committee has reviewed and discussed the Company’s audited consolidated financial statements for fiscal year 2022 with each of management and the independent auditor. The Audit Committee and the independent auditor have also discussed the matters required to be discussed by them under the applicable rules of the PCAOB.
The Audit Committee has received from our independent auditor the written disclosures and the letters required by the applicable rules of the PCAOB, as currently in effect, regarding the firm’s communications with the Audit Committee relating to independence, and it has discussed the independent auditor’s independence with the independent auditor. The Audit Committee has also considered whether the provision of non-audit services by KPMG is compatible with maintaining the firm’s independence.
Based on the review and discussions described in this Audit Committee Report, the Audit Committee recommended to the Board that the audited financial statements for fiscal year 2022 be included in the Annual Report on Form 10-K for fiscal year 2022 as filed with the SEC.
Audit Committee
Nancy Dubuc (chair)
Noreena Hertz
Ynon Kreiz
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EXECUTIVE COMPENSATION
COMPENSATION DISCUSSION AND ANALYSIS
Introduction
This compensation discussion and analysis provides information about the material elements of compensation that are paid, awarded to, or earned by our “named executive officers,” who consist of our principal executive officer, principal financial officer and our three other most highly compensated executive officers for fiscal year 2022. Our named executive officers (“NEOs”) for fiscal year 2022 are:
Stephen Cooper, Chief Executive Officer (“CEO”)
Eric Levin, Executive Vice President and Chief Financial Officer (see “Executive Officers” below)
Louis Dickler, Senior Vice President & Corporate Controller, Former Acting Chief Financial Officer
Max Lousada, Chief Executive Officer, Recorded Music
Carianne Marshall, Co-Chair and Chief Operating Officer, Warner Chappell Music
Guy Moot, Co-Chair and Chief Executive Officer, Warner Chappell Music
As previously disclosed, Mr. Louis Dickler served as our Acting Chief Financial Officer from November 11, 2021 to February 15, 2022 in connection with a temporary medical leave of absence taken by our Executive Vice President and Chief Financial Officer, Eric Levin. On February 15, 2022, Mr. Levin resumed his role as Executive Vice President and Chief Financial Officer of the Company, and Mr. Dickler resumed his role of Senior Vice President & Corporate Controller of the Company.
Appointment of Robert Kyncl as CEO Beginning in Fiscal Year 2023
On June 22, 2022, the Company announced that it had begun planning for the succession of our CEO and director, Stephen Cooper. On September 21, 2022, the Board announced that Mr. Robert Kyncl was selected to succeed Mr. Cooper as CEO and a director of the Company.
Mr. Kyncl joined the Company on January 1, 2023, following the end of fiscal year 2022. From January 1, 2023 to January 31, 2023, Mr. Cooper and Mr. Kyncl will serve as Co-CEOs of the Company. On January 31, 2023, Mr. Cooper will retire from the Company and resign from the Board. Following his retirement, Mr. Cooper has agreed to provide consulting services to the Company through January 31, 2024. Effective as of February 1, 2023, Mr. Kyncl will become the Company’s sole CEO and will be appointed to the Board. On September 20, 2022, the Company entered into an employment agreement with Mr. Kyncl. See “Summary of NEO Employment Arrangements—Employment Arrangements with Stephen Cooper” below.
To support the leadership transition, Mr. Cooper has agreed to provide consulting services to the Company, pursuant to a separation and consulting agreement with Mr. Cooper on January 17, 2023. See “Summary of NEO Employment Arrangements—Employment Agreement with Robert Kyncl” below.
Role of the Compensation Committee
The Compensation Committee is responsible for overseeing our compensation programs. As part of that responsibility, the Compensation Committee determines all compensation for the Company’s executive officers. For executive officers other than the CEO, the Compensation Committee considers the recommendation of the CEO and the Executive Vice President and Chief People Officer in making its compensation determinations. The Committee interacts regularly with management regarding our executive compensation initiatives and programs. The Compensation Committee has the authority to engage its own advisors. During fiscal year 2022, the Compensation Committee retained a compensation consultant, Frederic W. Cook & Co. (“FW Cook”), to provide recommendations on the amount and form of compensation regarding Mr. Kyncl’s employment agreement. During fiscal year 2022, the Compensation Committee retained a compensation consultant, Frederic W. Cook & Co. (“FW Cook”), to provide independent advice on executive pay matters. During fiscal year 2022, this included recommendations on the amount and form of compensation provided under Mr. Kyncl’s employment agreement, as well as advice and recommendations regarding new employment agreements with other executive officers, including Maria Osherova, Paul Robinson and James Steven. The Compensation
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Committee has assessed the independence of FW Cook pursuant to SEC and Nasdaq rules and has determined that FW Cook does not have any economic interest or other relationship that would create a conflict with its services to the Compensation Committee.
Our executive team consists of individuals with extensive industry expertise, creative vision, strategic and operational skills, in-depth company knowledge, financial acumen and high ethical standards. We are committed to providing competitive compensation packages to ensure that we retain these executives and maintain and strengthen our position as a leading global music entertainment company.
Our executive compensation programs and the decisions made by the Compensation Committee are designed to achieve these goals. For fiscal year 2022, the compensation for the Company’s NEOs (the executive officers for whom disclosure of compensation is provided in the tables below) consisted of base salary, annual bonuses and equity incentives. Our NEOs (other than Mr. Lousada, who continued to participate in the Pre-IPO Plan described below) were granted initial equity awards under the Warner Music Group Corp. 2020 Omnibus Incentive Plan (the “Omnibus Incentive Plan”) pursuant to which we grant long-term equity incentive compensation to our directors, officers and other employees. Mr. Lousada participated, based on his individual election, in the Second Amended and Restated Warner Music Group Corp. Senior Management Free Cash Flow Plan (the “Pre-IPO Plan”) during fiscal year 2022, which is further described below. Beginning with the Company’s 2023 fiscal year, Mr. Lousada will no longer be entitled to receive cash bonuses under the Pre-IPO Plan. Our NEOs do not receive any other compensation or benefits other than standard benefits available to all U.S. employees, which primarily consist of health plans, the opportunity to participate in the Company’s 401(k) and deferred compensation plans, basic life insurance and accidental death insurance coverage. Additionally, because Mr. Lousada is located in the United Kingdom, he participates in our defined contribution pension scheme for our U.K. employees, and he also receives a car allowance and is reimbursed for certain tax preparation costs.
For fiscal year 2022, in determining the compensation of our NEOs, the Compensation Committee sought to establish a level of compensation that is (a) appropriate for the size and financial condition of the Company; (b) structured so as to attract and retain qualified executives; and (c) tied to annual financial performance and long-term shareholder value creation.
The Company’s employment arrangements with each of our NEOs during fiscal year 2022 (other than Mr. Cooper) established each executive’s base salary as well as, for Mr. Levin, his discretionary or target annual equity incentive award and, in the case of Messrs. Levin and Moot and Ms. Marshall, their discretionary or target annual bonus.
During fiscal year 2022, the terms of Mr. Cooper’s employment included a base salary, target annual bonus and an annual grant of long-term incentive awards, as further described below. Following fiscal year 2022, the Company entered into a separation and consulting agreement with Mr. Cooper on January 17, 2023, covering the provision of consulting services following his retirement. See “Summary of NEO Employment Arrangements—Employment Arrangements with Stephen Cooper” below.
Executive Compensation Objectives and Philosophy
We design our executive compensation programs to attract talented executives to join the Company and to motivate them to position us for long-term success, achieve superior operating results and increase stockholder value, and we are continuing to do this as a public company. To realize these objectives, the Compensation Committee and management focus on the following key factors when considering the amount and structure of the compensation arrangements for our executives:
Alignment of executive and stockholder interests by providing incentives linked to operating performance and achievement of cash flow and strategic objectives. We are committed to creating stockholder value and believe that our executives and employees should be provided incentives through our compensation programs that align their interests with those of our stockholders. Accordingly, we provide our executives with annual cash bonus incentives linked to our operating performance. In addition, in 2020, we adopted our Omnibus Incentive Plan, pursuant to which we made grants of long-term equity incentive compensation to our directors, certain of our officers and other employees beginning in fiscal year 2021, as described below. In 2013, we adopted the Pre-IPO Plan, which, also as described below, is an incentive compensation program that pays annual bonuses based on our free
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cash flow and offers participants the opportunity to share in appreciation of our common stock. For information on the components of our executive compensation programs and the reasons why each is used, see “Components of Executive Compensation” below.
A clear link between an executive’s compensation and company-wide performance. Our NEOs have incentive compensation that is tied to company-wide performance. In fiscal year 2022, one of our NEOs (Mr. Lousada) participated in the Pre-IPO Plan (Mr. Cooper had participated in the Pre-IPO Plan prior to fiscal year 2021). Beginning with the Company’s 2023 fiscal year, Mr. Lousada will no longer be entitled to receive cash bonuses under the Pre-IPO Plan. As further discussed below, the Pre-IPO Plan was designed to reward our executives’ contributions to our free cash flow and long-term value. For other executives, their annual incentive bonus is discretionary and designed to reward their achievement of specified key goals, which include, among other things, the successful implementation of strategic initiatives, realizing superior operating and financial performance, and other factors that we believe are important, such as the promotion of an ethical work environment and teamwork within the Company. In addition, our Omnibus Incentive Plan, our equity-based compensation plan, allows us to grant a variety of awards. We believe that our Omnibus Incentive Plan allows us to provide strong long-term performance and retention incentives for executives and increase their vested interest in the performance of the Company and the value of our common stock. We believe our compensation structure motivates our executives to achieve these goals and rewards them for their significant efforts and contributions to the Company and the results they achieve.
The extremely competitive nature of the media and entertainment industry, and our need to attract and retain the most creative and talented industry leaders. We compete for talented executives in relatively high-priced markets, and the Compensation Committee takes this into consideration when making compensation decisions. For example, we compete for executives with other recorded music and music publishing companies, other entertainment, media and technology companies, law firms, private ventures, investment banks and many other companies that offer high levels of compensation. We believe that our senior management team is among the best in the industry and is the right team to lead us to long-term success. Our commitment to ensuring that we are led by the right executives is a high priority, and we make our compensation decisions accordingly.
Components of Executive Compensation
Employment Arrangements
With the exception of Mr. Cooper as described above, in fiscal year 2022, we had employment arrangements with all of our NEOs, the key terms of which are described below under “Summary of NEO Employment Arrangements.” We believe that having employment arrangements with certain of our executives can be beneficial to us because it provides retentive value, requires them to comply with key restrictive covenants, and may give us some competitive advantage in the recruiting process over a company that does not offer employment arrangements. Our employment arrangements set forth the terms and conditions of employment and establish the components of an executive’s compensation, which generally include the following:
Base salary;
Participation in the free cash flow bonus pool of the Pre-IPO Plan or a discretionary or target annual cash bonus;
Severance payable upon a qualifying termination of employment; and
Benefits, including participation in a defined contribution plan and health, life insurance and disability insurance plans.
Mr. Levin’s employment agreement also provides for a target annual grant of long-term incentive awards. Mr. Cooper was not party to an employment agreement during fiscal year 2022. Following fiscal year 2022, the Company entered into a separation and consulting agreement with Mr. Cooper on January 17, 2023. The terms of Mr. Cooper’s employment are summarized below under “Summary of NEO Employment Arrangements.”
Key Considerations in Determining Executive Compensation
The following describes the components of our NEO compensation arrangements and why each is included in our executive compensation programs.
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Base Salary
The cash base salary an NEO receives is determined by the Compensation Committee after considering the individual’s compensation history, the range of salaries for similar positions, the individual’s expertise and experience, and other factors the Compensation Committee believes are important, such as whether we are trying to attract the executive from another opportunity. The Compensation Committee believes it is appropriate for executives to receive a competitive level of guaranteed compensation in the form of base salary and determines the initial base salary by taking into account recommendations from management and, if deemed necessary, the Compensation Committee’s independent compensation consultant.
Each of our NEOs (other than Mr. Cooper) was paid base salary in accordance with the terms of their respective employment arrangement for fiscal year 2022. Mr. Cooper was paid annual base salary of $3,000,000 for fiscal year 2022. Following fiscal year 2022, the Company entered into a separation and consulting agreement with Mr. Cooper setting forth the terms of his compensation during the consulting period following his retirement from the Company on January 31, 2023. See “Summary of NEO Employment Arrangements—Employment Arrangements with Stephen Cooper” below.
Annual Cash Bonus
The Compensation Committee directly links the amount of the annual cash bonuses we pay to our financial performance for the particular year.
Annual Free Cash Flow Bonus Pool
During fiscal year 2022, Mr. Lousada participated in the Pre-IPO Plan, which is also a non-qualified deferred compensation plan that allows the participants to defer receipt of all or a portion of their annual bonuses (up to maximum amounts) until future dates prescribed by the Pre-IPO Plan. The Compensation Committee adopted the Pre-IPO Plan to, among other reasons, reinforce a partnership culture with our executives, by allowing them to participate in our short-term performance (in the form of annual free cash flow bonuses) and long-term performance (in the form of deferred compensation that is indexed to the value of our common stock and with grants of Profits Interests, as described below under “Long-Term Equity Incentives”). In addition, the Compensation Committee considered that the Pre-IPO Plan offered our executives the opportunity for tax-efficient wealth management creation based on our performance.
For fiscal year 2022, Mr. Lousada participated in the Pre-IPO Plan with a fixed percentage of free cash flow of 1.0%. The Company’s free cash flow for fiscal year 2022 for the Pre-IPO Plan was $426 million. Accordingly, for fiscal year 2022, Mr. Lousada earned a free cash flow bonus under the Pre-IPO Plan of $4,260,000. Because he had already deferred his maximum allocation under the Pre-IPO Plan prior to the 2022 fiscal year, Mr. Lousada was not entitled to defer any of his free cash flow bonus payable for the 2022 fiscal year and all of it was paid to him in cash. The amount paid in cash to Mr. Lousada for his free cash flow bonus under the Pre-IPO Plan for fiscal year 2022 is set forth below under the “Non-Equity Incentive Plan Compensation” column in the Summary Compensation Table. Beginning with the Company’s 2023 fiscal year, Mr. Lousada will no longer be entitled to receive cash bonuses under the Pre-IPO Plan.
Discretionary Bonuses
Messrs. Cooper, Dickler, Levin, and Moot and Ms. Marshall did not participate in the Pre-IPO Plan during fiscal year 2022. For fiscal year 2022, Mr. Cooper had an annual target bonus amount of $7,000,000, payable in the form of fully-vested shares of our Class A Common Stock; Mr. Dickler had an annual target bonus amount of $350,000 set forth in his employment agreement; Mr. Levin had an annual target bonus amount of $1,000,000 set forth in his employment agreement; Mr. Moot had an annual target bonus amount of $1,750,000 set forth in his employment agreement; and Ms. Marshall had an annual target bonus amount of $1,750,000 set forth in her employment agreement. The actual amount of the annual bonuses for Messrs. Cooper, Dickler, Levin and Moot and Ms. Marshall are determined by the Compensation Committee in its sole discretion and may be higher or lower than their target amounts. The amounts of the annual bonuses for Messrs. Cooper, Dicker, Levin and Moot and Ms. Marshall for fiscal year 2022 are set forth below under the “Bonus” column in the Summary Compensation Table. Because he participated in the Pre-IPO Plan during fiscal year 2022, Mr. Lousada did not have a target annual bonus for fiscal year 2022. Beginning with the Company’s 2023 fiscal year, Mr. Lousada
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will no longer be entitled to receive cash bonuses under the Pre-IPO Plan, and will instead be eligible to receive a discretionary annual bonus with a target amount of £4,109,000, with the actual amount to be determined by our CEO.
Mr. Cooper’s annual bonus was determined by the Compensation Committee. For the annual bonuses for Messrs. Dickler, Levin and Moot and Ms. Marshall, the Compensation Committee considered the recommendation of the CEO and the Executive Vice President and Chief People Officer in making its bonus determinations. The annual bonuses for Messrs. Cooper, Levin and Moot and Ms. Marshall were based on their target bonuses, corporate performance and other discretionary factors, including achievement of strategic objectives and other goals. A variety of qualitative and quantitative factors that vary by year and are given different weights in different years depending on facts and circumstances considered, with no single factor predominant in the overall bonus determination. The factors considered by the Compensation Committee in connection with fiscal year 2022 bonuses for Messrs. Cooper, Dickler, Levin and Moot and Ms. Marshall are discussed in more detail below.
For fiscal year 2022, after considering the factors described above and management’s recommendations, the Compensation Committee determined that the annual bonuses for Messrs. Cooper, Dickler, Levin and Moot and Ms. Marshall would be set at amounts equal to $7,567,000, $388,600, $1,081,000, $2,530,675 and $2,530,675, respectively. In addition, Mr. Dickler received a special discretionary bonus of $100,000. The bonus amounts reflected the Compensation Committee’s and management’s assessment of the Company’s overall corporate performance and an evaluation of the contributions by these executives to the Company’s performance during the fiscal year. Specifically, the Compensation Committee set the amount of Mr. Cooper’s annual bonus after considering the quality of his individual performance in establishing strategic direction, building a management team and leading effectively as well as the performance of the Company. The Compensation Committee set the amount of Mr. Levin’s annual bonus after considering the quality of his individual performance in running the company-wide finance function, and taking into account other qualitative factors including performance in internal and public financial reporting, budgeting and forecasting processes, compliance and infrastructure and investment and cost-savings initiatives as well as the performance of the Company. The Compensation Committee set the amount of Mr. Dickler’s annual bonus after considering the quality of his individual performance in helping manage the company-wide finance function and taking into account other qualitative factors including performance in internal and public financial reporting, budgeting and forecasting processes, compliance and infrastructure and investment and cost-savings initiatives as well as the performance of the Company. The amount of Mr. Dickler’s special discretionary bonus was determined by the CEO and the Compensation Committee based on the quality of his individual performance and the additional demands on his time during his service as Acting Chief Financial Officer, as well as the performance of the Company. The Compensation Committee set the amounts of Mr. Moot’s and Ms. Marshall’s annual bonuses after considering the quality of their individual performance as co-leaders of Warner Chappell Music, as well as the performance of the Company.
Other non-financial factors taken into account by the Compensation Committee in setting these bonus amounts for fiscal year 2022 included, among other items, providing strategic leadership and direction for the Company, including corporate governance matters, managing the strategic direction of the Company and communicating to investors and other important constituencies.
Long-Term Equity Incentives
Warner Music Group Corp. Senior Management Free Cash Flow Plan
As noted above, for fiscal year 2022, Mr. Lousada elected to participate in the Pre-IPO Plan. In addition to providing an annual bonus that is based on a percentage of the Company’s free cash flow, as described above, the Pre-IPO Plan provides its participants with the opportunity to defer all or a portion of their free cash flow bonuses and receive grants of equity interests, within prescribed limits. Mr. Cooper participated in the Pre-IPO Plan prior to fiscal year 2021. Beginning with the Company’s 2023 fiscal year, Mr. Lousada will no longer be entitled to receive cash bonuses under the Pre-IPO Plan.
Deferral of Compensation under the Pre-IPO Plan
Subject to prescribed limits under the Pre-IPO Plan (including on an individualized participant basis), deferred amounts, if any, will be credited to a participant’s account as and when a deferred bonus is earned and indexed to the fair market value of a share of our common stock (as determined from time to time by the Compensation Committee),
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except that the initial value of deferred amounts at the time of deferral was based on our fair market value as of January 1, 2013 for the Pre-IPO Plan’s initial participants, including Mr. Cooper, and as of the grant date for other participants who joined the Pre-IPO Plan at a later date, including Mr. Lousada. As noted above, Mr. Lousada was not entitled to defer any of his fiscal year 2022 free cash flow bonus because he had previously deferred his maximum allocation under the Pre-IPO Plan, and Mr. Cooper no longer participates in the Pre-IPO Plan.
Equity Interests under the Pre-IPO Plan
Each participant in the Pre-IPO Plan became a member of WMG Management Holdings, LLC (“Management LLC”), a limited liability company formed in connection with the Pre-IPO Plan’s adoption, and was granted “profits interests” in Management LLC (“Profits Interests”) in amounts equal to the maximum number of shares of our common stock available for issuance to the participants in settlement of his or her deferred accounts. These Profits Interests represent an economic entitlement to future appreciation in our common stock above the fair market value on the grant date. Terms and conditions of the Pre-IPO Plan with respect to the Profits Interests are described below in the narrative accompanying the “Grants of Plan-Based Awards in Fiscal Year 2022” table and under “Potential Payments upon Termination or Change In Control.”
All outstanding deferred equity units and vested Profits Interests will be in the case of Mr. Lousada, settled in or redeemed with shares of our common stock. All such shares of common stock distributed by Management LLC to the Pre-IPO Plan participants convert to Class A Common Stock from shares of Class B Common Stock that are currently outstanding and owned by Management LLC. Generally, a portion of each participant’s vested Profits Interests becomes eligible for redemption in December of each of the sixth, seventh and eighth years following the participant’s initial deferral of compensation under the plan.
As of the end of fiscal year 2022, assuming that all remaining interests under the Pre-IPO Plan were vested, a maximum of 5,214,051 shares of our common stock would have been issuable in redemption of outstanding deferred equity units, and a maximum of 2,521,194 shares of our common stock would have been distributable in redemption of outstanding Profits Interests (ignoring any Benchmark Amount of Profits Interests).
On each of December 1, 2021, March 1, 2022, June 1, 2022 and September 1, 2022, we paid a cash dividend to our stockholders on all the issued and outstanding shares of our common stock. In fiscal year 2022, our NEOs other than Mr. Lousada received dividend equivalents for cash dividends paid on our common stock in respect of their outstanding restricted stock units (“RSUs”), and Mr. Lousada received dividend equivalents in respect of his outstanding interests under the Pre-IPO Plan.
Omnibus Incentive Plan
Our directors and employees, including our NEOs, are eligible to receive awards under our Omnibus Incentive Plan.
Long-Term Incentive Awards Granted to NEOs in Fiscal Year 2022
In January 2022, the Compensation Committee made a grant of long-term incentives to certain of our NEOs, referred to below as the “FY 2022 Awards.”
The FY 2022 Awards consist of RSUs, each representing the right to acquire on vesting one share of our common stock. The RSUs vest on the fourth anniversary of the date of grant, subject to the grantee’s continued employment with the Company. Following a qualifying retirement, the RSUs will remain outstanding and will settle into shares of our common stock on the scheduled vesting dates subject to the grantee’s continued noncompetition with the Company.
The number of RSUs granted to our NEOs was determined based on an evaluation of the overall mix of base pay and long-term incentives for these NEOs following the IPO and an assessment of compensation data among similarly situated executives at our competitors. We believe that the RSUs and their accompanying vesting schedule will align the interests of the NEOs and shareholders, and help us retain executives who are critical to the successful execution of our business strategy.
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The FY 2022 Awards granted to Messrs. Cooper, Levin and Moot and Ms. Marshall consisted of the number of RSUs set forth in the following table:
Name
RSUs
Grant Date
Fair Value
of RSUs
Stephen Cooper(1)
165,796
$6,842,401
Eric Levin
23,685
$ 977,480
Louis Dickler
6,869
$ 283,484
Carrianne Marshall
11,843
$ 488,761
Guy Moot
11,843
$ 488,761
(1)
In addition to his FY 2022 Award, Mr. Cooper received a grant of 214,965 RSUs in January 2022 under our Omnibus Incentive Plan, representing his annual discretionary bonus for fiscal year 2021. These RSUs have the same terms and conditions as the FY 2022 Awards.
Mr. Lousada did not receive FY 2022 Awards because he continued to participate in the Pre-IPO Plan during fiscal year 2022.
Long-Term Incentive Awards Granted to NEOs in Fiscal Year 2023
In January 2023, following the end of fiscal year 2022, the Compensation Committee made grants of long-term incentives to certain of our NEOs, referred to below as the “FY 2023 Awards.”
The FY 2023 Awards consist of restricted stock units (“RSUs”), having terms substantially consistent with the FY 2022 awards described above.
The FY 2023 Awards granted to Messrs. Cooper, Levin, Lousada and Moot and Ms. Marshall consisted of the number of RSUs set forth in the following table:
Name
RSUs
Grant Date
Fair Value
of RSUs
Stephen Cooper(1)
203,785
$7,440,190
Eric Levin
36,390
$1,328,599
Max Lousada
145,560
$5,014,542
Carianne Marshall
21,834
$ 797,159
Guy Moot
21,834
$ 797,159
(1)
In addition to his FY 2023 Award, Mr. Cooper received a grant of 215,033 fully-vested shares of our Class A Common Stock granted in January 2023 under our Omnibus Incentive Plan, representing his annual discretionary bonus for fiscal year 2022, based on a gross value of $7,567,000 at a per share price of $35.19, which is equal to the average closing price of a share of our Class A Common Stock during fiscal year 2022.
Tax Deductibility of Compensation and Other Tax Considerations
Where appropriate, and after taking into account various considerations, including that certain incentives may have competing advantages, we structure our executive employment arrangements and compensation programs to allow us to take deductions to the greatest extent possible for the compensation we pay to our executives.
Section 162(m) of the U.S. Internal Revenue Code of 1986, as amended (the “Code”), limits tax deductions relating to executive compensation of certain executives of publicly held companies. For fiscal year 2022, the Compensation Committee reviewed and considered the deductibility of executive compensation under Section 162(m) of the Code. However, it is expected that the Compensation Committee will authorize compensation payments that are not deductible for federal income tax purposes when the Committee believes that such payments are appropriate to attract, retain and incentivize executive talent.
Benefits
Our NEOs also receive health coverage, life insurance, disability benefits and, generally, other similar benefits in the same manner as our U.S. employees and, in the case of Mr. Lousada, U.K. employees of equivalent status.
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Retirement Benefits
We offer a tax-qualified 401(k) plan to our U.S. employees and we offer a non-qualified deferred compensation plan to select employees of the Company as determined by the Compensation Committee. All of our NEOs were eligible to participate in the non-qualified deferred compensation plan during fiscal year 2022, but none elected to do so.
In accordance with the terms of the Company’s 401(k) plan, the Company matches, in cash, 50% of the first 8% of each plan participant’s contributions to the plan, up to 4% of eligible pay, with a limit of up to $12,200 in 2022, whichever is less. Employees can contribute up to the maximum IRS pre-tax deferral of $20,500 in 2022 (with a catch up of $6,500 in 2022 in the case of participants age 50 or greater), whichever occurs first. The matching contributions made by the Company begin immediately upon the participant’s enrollment in the plan and are subject to vesting, based on continued employment, with one third scheduled to vest on each of the first, second, and third anniversaries of the employee’s date of hire.
Additionally, the Company offers a defined contribution pension scheme for U.K. employees, including, in fiscal year 2022, Mr. Lousada.
Perquisites
We generally do not provide perquisites to our NEOs, although, in fiscal year 2022, Mr. Lousada received a car allowance and employer contributions with respect to private medical insurance, life assurance and income protection, and Messrs. Lousada and Moot were reimbursed for certain tax preparation costs. See the Summary Compensation Table below for a summary of compensation received by our NEOs, including any perquisites received in fiscal year 2022.
Compensation Committee Report
The Compensation Committee has reviewed and discussed the CD&A included in this Proxy Statement with members of management, and based on such review and discussions, the Compensation Committee recommended to the Board of Directors that the CD&A be included in this proxy statement.
The Compensation Committee
Lincoln Benet (chair)
Alex Blavatnik
Mathias Döpfner
Ceci Kurzman
Summary Compensation Table
The following table provides summary information concerning compensation paid or accrued by us to or, on behalf of, our NEOs, for services rendered to us during the specified fiscal year.
Name and Principal Position
Year
Salary
Bonus(1)
Stock
Awards(2)
Non-Equity
Incentive Plan
Compensation(3)
Change in
Pension Value
and
Nonqualified
Deferred
Compensation
Earnings
All Other
Compensation(4)
Total
Stephen Cooper
CEO
2022
$3,000,000,
$16,075,148
$ 290,962
$ 19,366,110
2021
$ 3,000,000
$ 6,627,873
$ 1,116,854
$10,744,727
2020
$ 1,000,000
$8,225,000
$6,749,945
$15,974,945
Eric Levin
Executive Vice
President and Chief
Financial Officer
2022
$ 1,000,000
$1,081,000
$ 977,480
$ 38,698
$ 3,097,177
2021
$ 1,000,000
$1,219,300
$ 999,988
$ 18,270
$ 3,237,558
2020
$ 850,000
$8,892,840
$ 8,550
$ 9,751,390
Louis Dickler(5)
Senior Vice President &
Corporate Controller,
Former Acting Chief
Financial Officer
2022
$ 550,000
$ 488,600
$ 283,484
$ 18,207
$ 1,340,291
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Name and Principal Position
Year
Salary
Bonus(1)
Stock
Awards(2)
Non-Equity
Incentive Plan
Compensation(3)
Change in
Pension Value
and
Nonqualified
Deferred
Compensation
Earnings
All Other
Compensation(4)
Total
Max Lousada(6)
CEO, Warner
Recorded Music
2022
$5,132,000
$4,260,000
$4,260,000
$ 2,351,118
$ 16,003,118
2021
$5,476,000
$2,400,000
$2,358,487
$10,234,487
2020
$5,100,000
$1,538,219
$2,072,353
$ 8,710,572
Carianne Marshall(7)
Co-Chair and COO,
Warner Chappell
Music
2022
$1,250,000
$2,530,675
$488,761
$ 23,970
$ 4,293,406
2021
$1,250,000
$1,950,200
$499,994
$ 13,989
$ 3,714,183
2020
$1,250,000
$1,870,400
$ 8,550
$ 3,128,950
Guy Moot
Co-Chair and CEO,
Warner Chappell
Music
2022
$1,750,000
$2,530,675
$488,761
$ 34,491
$ 4,803,926
2021
$1,750,000
$1,950,200
$499,994
$ 27,446
$ 4,227,640
2020
$1,750,000
$1,870,400
$ 390,571
$ 4,010,971
(1)
For fiscal year 2022, represents discretionary cash bonuses for each of Messrs. Dickler, Levin and Moot and Ms. Marshall. Mr. Cooper’s bonus for fiscal year 2022 was $7,567,000, payable in the form of 215,033 fully-vested shares of our Class A Common Stock granted under our Omnibus Incentive Plan, based on the 52-week average daily closing price of our common stock for fiscal year 2022, which was $35.19. These shares were granted in January 2023, following the end of fiscal year 2022, and will be reported in the “Stock Awards” column of the Summary Compensation Table for fiscal year 2023.
(2)
The amounts reported in the “Stock Awards” column for 2021 and 2022 reflect the aggregate grant date fair value of the FY 2021 and FY 2022 Awards, respectively. The amount reported for Mr. Cooper for fiscal year 2022 also includes the value of his discretionary cash bonus for fiscal year 2021, which was payable in the form of 214,965 RSUs granted in January 2022. The amounts in this column are computed in accordance with Financial Accounting Standards Board Accounting Standards Codification Topic 718 (“FASB ASC Topic 718”). See Note 13 of the consolidated financial statements in the Company’s Annual Report on Form 10-K for fiscal year 2022 for additional detail regarding assumptions underlying the valuation of equity awards.
(3)
For fiscal year 2022, the amount for Mr. Lousada reflects a free cash flow bonus of $4,260,000 under the Pre-IPO Plan. All of Mr. Lousada’s 2022 and 2021 free cash flow bonus amounts under the Pre-IPO Plan were paid in cash because he had acquired all of his deferred equity unit allocation. All of Mr. Cooper’s fiscal year 2020 free cash flow bonus amounts, and a portion of Mr. Lousada’s fiscal year 2020 free cash flow bonus amount, were also paid in cash.
(4)
Fiscal year 2022 includes 401(k) matching contributions of $11,258 for Mr. Levin, $10,250 for Mr. Dickler, $10,250 for Mr. Moot and $10,250 for Ms. Marshall, and defined contribution pension contributions of $23,982 (£18,692) for Mr. Lousada. Additionally, fiscal year 2022 for Mr. Lousada includes $2,230,044 in cash dividends paid to him under the Pre-IPO Plan in respect of his then-outstanding deferred equity units and Profits Interests in cash dividends paid and, for Messrs. Cooper, Dickler, Levin and Moot and Ms. Marshall, includes $290,962, $7,957, $27,440, $13,720 and $13,720, respectively, in cash dividends paid to them in respect of outstanding equity awards under our Omnibus Incentive Plan. Mr. Lousada received a car allowance of $19,245 (£15,000) and an employer life assurance contribution of $17,018 (£13,264) as well as employer contributions with respect to private medical insurance and income protection. Messrs. Lousada and Moot were also reimbursed for certain tax preparation costs.
(5)
Mr. Dickler was not an NEO in fiscal years 2020 and 2021.
(6)
The amounts reported for Mr. Lousada have been converted from British pound sterling to U.S. dollars using a conversion factor of 1.283, 1.369 and 1.275 for fiscal years 2022, 2021 and 2020, respectively.
(7)
Ms. Marshall became an NEO in fiscal year 2021.
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Fiscal Year 2022 Grants of Plan-Based Awards Table
The following table sets forth information concerning grants of plan-based awards to each of our Named Executive Officers during fiscal year 2022. In January 2022, the Compensation Committee granted RSUs to certain of our NEOs. See “Compensation Discussion & Analysis - Long-Term Equity Incentives.”
Name
Grant Date
Award
Type
All Other
Stock
Awards;
Number of
Shares of
Stock or
Units
(#)
Grant Date
Fair Value
of Stock
and Option
Awards
($)(1)
Mr. Cooper
01/03/2022
RSU
214,965
$9,232,747
01/04/2022
RSU
165,796
$6,842,401
Mr. Levin
01/04/2022
RSU
23,685
$ 977,480
Mr. Dickler
01/04/2022
RSU
6,869
$ 283,484
Ms. Marshall
01/04/2022
RSU
11,843
$ 488,761
Mr. Moot
01/04/2022
RSU
11,843
$ 488,761
(1)
The grant date fair value for the RSUs granted on January 3, 2022 is based on a price per share of $42.95, which was the closing price of our Class A Common Stock on January 3, 2022. The grant date fair value for the RSUs granted on January 4, 2022 is based on a price per share of $41.27, which was the closing price of our Class A Common Stock on January 4, 2022. Mr. Lousada did not receive FY 2022 Awards because he continued to participate in the Pre-IPO Plan during fiscal year 2022.
Under the Pre-IPO Plan as in effect prior to the IPO, deferred accounts and vested Profits Interests were to be settled, in shares of our common stock or with a cash payment equal to the then fair market value of the shares. Any shares received on settlement of deferred accounts were required to be immediately exchanged for fully vested equity units (“Acquired LLC Units”) in Management LLC. In fiscal year 2020, the Pre-IPO Plan and the LLC Agreement associated with the Pre-IPO Plan were amended to provide that, following the IPO, the Pre-IPO Plan participants no longer have the option to settle deferred accounts or Profits Interests in cash or to be paid in cash for redemption of their vested interests in Management LLC. As a result, all deferred equity units and vested Profits Interests and Acquired LLC Units were, in the case of Mr. Cooper, and will be, in the case of Mr. Lousada, settled in or redeemed with shares of our common stock, which were converted in the case of Mr. Cooper, or will convert in the case of Mr. Lousada, to shares of Class A Common Stock from shares of outstanding Class B Common Stock then owned by Management LLC.
Mr. Cooper’s outstanding Profits Interests and Acquired LLC Units were redeemed in December 2020. Mr. Lousada’s remaining Profits Interests will be redeemed in December 2025, or in 2023 and 2024 at his election.
As a condition to the grant of Profits Interests to our NEOs who elected to participate in the Pre-IPO Plan, each of them agreed to restrictive covenants in the LLC Agreement associated with the Pre-IPO Plan, including non-competition with the businesses of the Company and its subsidiaries during the participant’s term of employment, non-solicitation of certain artists, labels and employees during the participant’s term of employment and for one year afterwards, as well as obligations of non-disparagement and confidentiality.
In addition to his FY 2022 Award, Mr. Cooper received a grant of 215,033 fully-vested shares of our Class A Common Stock, representing his annual discretionary bonus for fiscal year 2022. See “Summary of NEO Employment Arrangements-Employment Arrangements with Stephen Cooper” below.
Summary of NEO Employment Arrangements
This section describes employment arrangements in effect for our NEOs during fiscal year 2022. Potential payments under the severance agreements and arrangements described below are provided in the section entitled “Potential Payments upon Termination or Change In Control.” In addition, for a summary of the meanings of “cause” and “good reason” as discussed below, see “Termination for ‘Cause”’ and “Resignation for ‘Good Reason’ or without ‘Good Reason”’ below.
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Employment Agreement with Robert Kyncl
As previously disclosed, On September 21, 2022, the Board announced that Mr. Robert Kyncl was selected to succeed Mr. Cooper as CEO and a director of the Company. On September 20, 2022, the Company entered into an employment agreement with Mr. Kyncl. Mr. Kyncl’s employment agreement has an indefinite term, subject to termination by Mr. Kyncl or the Company on nine months’ advance written notice, and includes non-competition covenants during Mr. Kyncl’s employment and non-solicitation covenants applicable during and for 12 months following Mr. Kyncl’s employment. The employment agreement provides for a base salary of $2,000,000, a target annual cash bonus of $3,000,000 (with the actual award value to be determined by the Compensation Committee in its sole discretion based on factors including the strength of Mr. Kyncl’s performance and the performance of the Company) and an annual grant of performance share units with an aggregate pre-tax, grant date value of $10,000,000 (the “PSUs”), with the first grant in January 2023. The January 2023 grant was prorated based on 10.5 out of 12 months of service. Each subsequent annual grant of PSUs will be prorated based on the length of Mr. Kyncl’s employment with the Company during such fiscal year. Each annual grant of PSUs will vest over a three-fiscal-year performance period subject to Mr. Kyncl’s continued employment and the achievement of performance goals set by the Committee. In addition, in January 2024, Mr. Kyncl will be eligible to receive a one-time award of options to purchase the Company’s stock with a target pre-tax, grant date value of $10,000,000, with the actual award value determined by the Committee in its sole discretion based on factors including the strength of Mr. Kyncl’s performance and the performance of the Company. The options will vest in annual installments over four years from the grant date subject to Mr. Kyncl’s continued employment with the Company. The PSUs and options are granted under the Company’s Omnibus Incentive Plan, and will be subject to the terms and conditions of the Plan. The employment agreement also provided that Mr. Kyncl will be employed in the greater New York metropolitan area and was eligible for reimbursement of his relocation expenses up to $500,000 (excluding a tax gross-up for any reimbursement which is taxable to him) as well as a one-time payment of $60,000.
Mr. Kyncl’s employment agreement further provides that, if Mr. Kyncl’s employment is terminated by the Company without “cause” or by Mr. Kyncl for “good reason,” subject to his execution of a release of claims in favor of the Company, he will receive a severance payment of $15,000,000 (which corresponds to the value of his total annual target cash and equity compensation), a pro rata annual bonus for the year of termination, an amount equal to the Company’s good faith estimate of Mr. Kyncl’s out-of-pocket cost for COBRA health plan continuation coverage for 12 months including a tax gross-up, and pro rata vesting of his outstanding PSUs and options, with any remaining unvested options to remain outstanding and subject to vesting on their original vesting schedule provided, for the options, that Mr. Kyncl continues to comply with the non-competition and non-solicitation terms of the option award agreement. If Mr. Kyncl’s employment is terminated by the Company without “cause” or by Mr. Kyncl for “good reason” within one year following a “change in control” of the Company, all of Mr. Kyncl’s outstanding, unvested equity awards will become fully vested. If Mr. Kyncl resigns voluntarily and provides at least nine months’ advance written notice to the Company, he will receive a pro rata bonus for the year of termination and pro rata vesting of his outstanding PSUs, but will not receive additional severance payments.
Employment Arrangements with Stephen Cooper
As noted above, Mr. Cooper was not party to an employment agreement during fiscal year 2022. Mr. Cooper’s employment terms with the Company during fiscal year 2022 provided for, among other terms, annual long-term incentive awards intended to preserve alignment between Mr. Cooper’s compensation and the Company’s performance. Mr. Cooper’s employment terms included (i) an annual base salary of $3,000,000; (ii) a target annual bonus of $7,000,000, with the actual amount to be determined by the Compensation Committee, payable in the form of a number of RSUs based on the average daily closing price of our common stock during the preceding fiscal year, which will be granted after completion of each fiscal year (i.e., when other NEO bonuses are paid); and (iii) an annual grant of RSUs having a grant date value of $7,000,000 (see “Long-Term Equity Incentives—Long-Term Incentive Awards Granted to NEOs in Fiscal Year 2022”). The RSUs granted to Mr. Cooper in respect of his annual bonus and annual long-term incentive awards have the same vesting conditions and other terms as the FY 2022 Awards described above. For purposes of determining Mr. Cooper’s eligibility for a qualifying retirement with respect to his RSUs, his service and employment with the Company includes his service as a director and consultant. Mr. Cooper’s employment continues to be at-will.
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As described above, on January 31, 2023, Mr. Cooper will retire from the Company and resign from the Board. Following his retirement, Mr. Cooper has agreed to provide consulting services to the Company through January 31, 2024. On January 17, 2023, following the end of fiscal year 2022, the Company entered into a separation and consulting agreement with Mr. Cooper. Under the agreement, Mr. Cooper will receive continued payment of his most recent base salary of $3,000,000 through the end of fiscal year 2023, and an amount equal to the Company’s good faith estimate of Mr. Cooper’s out-of-pocket cost for COBRA health plan continuation coverage for 18 months following his resignation on January 31, 2023. In addition, Mr. Cooper received an equity award under our Omnibus Plan in respect of fiscal year 2024 in January 2023 (see “Long-Term Equity Incentives— Long-Term Incentive Awards Granted to NEOs in Fiscal Year 2022” above) and will be entitled to receive an equity award under the Omnibus Plan in respect of fiscal year 2023 in January 2024. Each of these two awards will consist of restricted stock units having a grant date value of $7,000,000, vesting in a single installment on the fourth anniversary of the grant date subject to Mr. Cooper’s continued compliance with the non-competition and non-solicitation provisions of the award agreements. In addition, Mr. Cooper had a target annual bonus of $7,000,000 for fiscal year 2022 and will have a target annual bonus of $7,000,000 for fiscal year 2023, payable in a number of fully-vested shares of our Class A Common Stock based on the 52-week average daily closing price of our common stock for fiscal year 2022 and 2023, respectively.
Employment Agreement with Eric Levin
During fiscal year 2022, Mr. Levin was party to an employment agreement with us that provided, among other things, for the following:
(1)
the term of Mr. Levin’s employment agreement ends on September 30, 2025;
(2)
Mr. Levin’s base salary for fiscal year 2022 was $1,000,000 and his target bonus was $1,000,000; and
(3)
Mr. Levin is eligible for an annual grant of long-term incentive awards with a target value of $1,000,000 per year.
In the event we terminate his employment for any reason other than for cause (as defined in his employment agreement), Mr. Levin will be entitled to cash severance benefits equal to his annual base salary, as well as a portion of his annual target bonus, pro-rated in good faith for the year of his termination, except that if we elect to not renew his employment agreement at the end of its term, he will be paid $600,000.
Mr. Levin’s employment agreement also contains standard covenants relating to confidentiality and a one-year post-employment non-solicitation covenant.
Employment Agreement with Louis Dickler
During fiscal year 2022, Mr. Dickler was party to an employment agreement with us that provided, among other things, for the following:
(1)
the term of Mr. Dickler’s employment agreement ends on November 30, 2025; and
(2)
Mr. Dickler’s base salary for fiscal year 2022 was $550,000 and his target bonus was $350,000.
In the event we terminate his employment for any reason other than for “cause” (as defined in his employment agreement), death or disability, Mr. Dickler will be entitled to cash severance benefits equal to his annual base salary or the severance that would be payable to him under our severance policy if he did not have an employment agreement, whichever is greater. However, if we elect to not renew his employment agreement at the end of its term, he will be paid the severance that would be payable to him under our severance policy if he did not have an employment agreement, up to a maximum of $500,000.
Mr. Dickler’s employment agreement also contains standard covenants relating to confidentiality and a one-year post-employment non-solicitation covenant.
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Employment Agreement with Max Lousada
During fiscal year 2022, Mr. Lousada was party to an employment agreement with us that provided, among other things, for the following:
(1)
the term of Mr. Lousada’s employment agreement ended on September 30, 2022;
(2)
Mr. Lousada’s base salary for fiscal year 2022 was $5,132,000 (£4,000,000);
(3)
eligibility to participate in the Pre-IPO Plan; and
(4)
eligibility to participate in the defined contribution pension plan for U.K. employees, along with company matching contributions of up to 10% of Mr. Lousada’s base salary.
In the event we terminate his employment for any reason other than “cause” (as defined in his employment agreement) or he is constructively dismissed, Mr. Lousada will be entitled to cash severance benefits equal to $7,698,000 (£6,000,000).
Mr. Lousada’s employment agreement also contained covenants relating to confidentiality, a six-month post-employment non-compete and a one-year post-employment non-solicitation covenant.
On January 12, 2023, following the end of fiscal year 2022, Warner Music International Services Limited, a subsidiary of the Company, entered into a new employment agreement (the “New Agreement”) with Mr. Lousada. The term of the New Agreement is effective retroactively to October 1, 2022, and ends on September 30, 2025, but will remain in effect indefinitely thereafter unless terminated upon six months’ notice by us or Mr. Lousada.
Under the terms of the New Agreement, Mr. Lousada has a base salary of £4,109,000 and an annual target bonus of £4,109,000. Mr. Lousada is also entitled to a one-time signing bonus payment of £82,180. The New Agreement also provides that Mr. Lousada is eligible to receive an annual grant of long-term incentive awards under our Omnibus Incentive Plan having a target value of $5,000,000 per fiscal year, with the first such grant made in January 2023 (see “Long-Term Equity Incentives—Long-Term Incentive Awards Granted to NEOs in Fiscal Year 2023”). The actual amounts of Mr. Lousada’s bonus and long-term incentive awards with respect to any fiscal year during the term of the New Agreement will be determined in the sole discretion of our CEO and the Compensation Committee, based on factors that may include Mr. Lousada’s individual performance as well as corporate and divisional performance. The New Agreement further provides that, beginning with the Company’s 2023 fiscal year, Mr. Lousada will no longer be entitled to receive cash bonuses under the Pre-IPO Plan.
In the event we terminate Mr. Lousada’s employment for any reason other than “cause” (as defined in the New Agreement) or he is constructively dismissed, the New Agreement provides that Mr. Lousada will be entitled to cash severance benefits equal to 18 months’ base salary and a pro rata bonus for the year of termination, subject to Mr. Lousada’s execution of a release of claims in favor of the Company and its affiliates. The New Agreement also contains covenants relating to confidentiality, a six-month post-employment non-compete and a one-year post-employment non-solicitation covenant.
The foregoing summary description of the New Agreement does not purport to be complete and is subject to, and is qualified in its entirety by reference to, the full text of the New Agreement, a copy of which will be filed as an exhibit to the Company’s Quarterly Report on Form 10-Q for the period ended December 31, 2022.
Employment Agreement with Carianne Marshall
For fiscal year 2022, Ms. Marshall was party to an employment agreement with us that provided, among other things, for the following:
(1)
the term of Ms. Marshall’s employment agreement ends on March 31, 2024; and
(2)
Ms. Marshall’s base salary for fiscal year 2022 was $1,250,000, and her target bonus was $1,750,000.
Her employment agreement also provides that Ms. Marshall will be offered the opportunity to participate in any long-term incentive plan of the Company, including our Omnibus Incentive Plan.
In the event we terminate her employment for any reason other than for “cause” (as defined in her employment agreement), death or disability or if Ms. Marshall terminates her employment for “good reason” (as
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defined in her employment agreement), Ms. Marshall will be entitled to severance benefits equal to 15 months of her annual base salary plus a discretionary pro-rated bonus (as determined by the Company in good faith) and continued participation in the Company’s group health and life insurance plans for the month of termination. However, if we elect to not renew her employment agreement at the end of its term, she will be paid the severance that would be payable to her under our severance policy if she did not have an employment agreement.
Ms. Marshall’s employment agreement also contains standard covenants relating to confidentiality and a one-year post-employment non-solicitation covenant.
Employment Agreement with Guy Moot
For fiscal year 2022, Mr. Moot was party to an employment agreement with us that provided, among other things, for the following:
(1)
the term of Mr. Moot’s employment agreement ends on March 31, 2024; and
(2)
Mr. Moot’s annual base salary was $1,750,000, and his target bonus was the same amount.
His employment agreement also provides that Mr. Moot will be offered the opportunity to participate in any long-term incentive plan of the Company, including our Omnibus Incentive Plan.
In the event we terminate his employment for any reason other than for “cause” (as defined in his employment agreement), death or disability or if Mr. Moot terminates his employment for “good reason” (as defined in his employment agreement), Mr. Moot will be entitled to severance benefits equal to 18 months of his annual base salary plus a discretionary prorated bonus (as determined by the Company in good faith), up to $75,000 in relocation assistance to move from Los Angeles, California to London, U.K. and continued participation in the Company’s group health and life insurance plans for the month of termination. However, if we elect to not renew his employment agreement at the end of its term, he will be paid 12 months of annual base salary.
Mr. Moot’s employment agreement also contains standard covenants relating to confidentiality and a one-year post-employment non-solicitation covenant.
Outstanding Equity Awards at 2022 Fiscal Year-End
Name
Grant
Award
Date
Number of Shares or Units of Stock
That Have Not Vested (#)
Market Value of Shares or Units of Stock
That Have Not Vested ($)(1)
Stephen Cooper
01/04/2022
165,796
$3,848,125
01/03/2022
214,965
$4,989,338
01/12/2021
189,856
$4,406,558
Eric Levin
01/04/2022
23,685
$ 549,729
01/04/2021
27,122
$ 629,502
Louis Dickler
01/04/2022
6,869
$ 159,429
01/04/2021
7,865
$ 182,547
Carianne Marshall
01/04/2022
11,843
$ 274,876
01/04/2021
13,561
$ 314,751
Guy Moot
01/04/2022
11,843
$ 274,876
01/04/2021
13,561
$ 314,751
(1)
The amounts in this column are based on a price per share of $23.21, which was the closing price of our common stock on September 30, 2022, the last business day of fiscal year 2022.
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Nonqualified Deferred Compensation
The following table provides information concerning the deferred accounts of our NEOs under the Pre-IPO Plan for fiscal year 2022:
Name
Executive
Contributions in
Last FY ($)
Registrant
Contributions in
Last FY ($)
Aggregate
Earnings in
Last FY ($)(1)
Aggregate
Withdrawals /
Distributions ($)
Aggregate
Balance at Last
FYE ($)
Max Lousada
$—
$—
$(54,747,539)
$—
$60,509,066
(1)
Reflects the decrease in value of vested deferred equity units outstanding as of September 30, 2022 since September 24, 2021
Potential Payments upon Termination or Change In Control
We have entered into employment arrangements that, by their terms, will require us to provide compensation and other benefits to our NEOs if their employment terminates or they resign under specified circumstances. In addition, the Pre-IPO Plan provides for certain payments upon a participant’s termination of employment or a change in control of the Company.
The following discussion summarizes the potential payments upon a termination of employment in various circumstances. The amounts discussed apply the assumption that employment terminated on September 30, 2022 and the NEO does not become employed by a new employer or return to work for the Company, or that a change in control occurred on September 30, 2022. The discussion that follows addresses each of our NEOs. See “Summary of NEO Employment Arrangements” above for a description of their respective agreements. The value of a share of our common stock applied to this discussion was $23.21, which was the closing price of our common stock on September 30, 2022, the last business day of fiscal year 2022.
Estimated Benefits upon Termination for “Cause” or Resignation Without “Good Reason”
In the event an NEO is terminated for “cause,” or resigns without “good reason” as such terms are defined below, the NEO is only eligible to receive compensation and benefits accrued through the date of termination. Therefore, no amounts other than accrued amounts would be payable to Messrs. Dickler, Lousada, Levin and Moot and Ms. Marshall in this instance pursuant to their employment arrangements. Mr. Cooper does not have an employment arrangement with the Company that provides for benefits from the Company if he is terminated for “cause” or he resigns without “good reason” (except under our Omnibus Incentive Plan as described below).
Estimated Benefits upon Termination without “Cause” or Resignation for “Good Reason”
Upon termination without “cause” or resignation for “good reason,” Messrs. Lousada and Moot and Ms. Marshall are entitled to contractual severance benefits payable on termination plus, in the case of Ms. Marshall and Mr. Moot, a pro-rated annual bonus for the year of termination. Upon a termination without “cause”, Messrs. Dickler and Levin are entitled to contractual severance benefits payable on termination and, in Mr. Levin’s case, a portion of his annual target bonus, pro-rated in good faith for the year of his termination.
The terms of the FY 2022 Awards granted to our NEOs provide that if the grantee’s employment is terminated by the Company without “cause” or, if the grantee is party to an employment agreement or offer letter with the Company that contains a “good reason” definition, by the grantee for “good reason,” then, to the extent then unvested, a pro rata portion of the FY 2022 Awards will vest based on the portion of the vesting period that has elapsed as of the date of the termination, and the participant’s remaining unvested FY 2022 Awards will remain outstanding and will become vested on their originally scheduled vesting date subject to the participant’s compliance with the restrictive covenants set forth in their award agreement, or if sooner, upon the occurrence of a change in control or the participant’s disability or death. If the participant’s employment terminates in a “qualifying retirement,” then, subject to the participant’s compliance with the restrictive covenants set forth in their award agreement, all of the participant’s outstanding unvested FY 2022 Awards will remain outstanding and will become vested on their originally scheduled vesting date, or if sooner, upon the occurrence of a change in control or the participant’s disability or death. For purposes of the FY 2022 Awards, a “qualifying retirement” means a termination of employment after the participant has attained age 60 and completed at least 10 years of service with the company.
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Although annual free cash flow bonuses under the Pre-IPO Plan are generally contingent upon the participant being employed with the Company on the date of payment, if, after the first quarter of a fiscal year, the employment of a Pre-IPO Plan participant (including, in fiscal year 2022, Mr. Lousada) is terminated by the Company without “cause”, by the participant for “good reason” or due to death or “disability,” the participant will be entitled under the Pre-IPO Plan to a pro rata free cash flow bonus in respect of the year in which such event occurs (as such terms are defined in the Pre-IPO Plan).
None of our NEOs is entitled to any additional severance upon a termination in connection with a change in control.
Name
Salary (other
than accrued
amounts)(1)
Bonus(2)
Value of
Deferred
Compensation(3)
Acceleration
of
Profits
Interests(4)
Acceleration
Of
Restricted
Stock Units(5)
Benefits
Total
Stephen Cooper
$13,244,021
$13,244,021
Eric Levin
$1,000,000
$1,081,000
$ 374,388
$ 2,455,388
Louis Dickler
$ 550,000
$ 108,570
$ 658,570
Max Lousada(6)
$7,698,000
$4,260,000
$60,509,066
$72,467,066
Carianne Marshall
$1,562,500
$2,530,675
$ 187,196
$ 4,280,371
Guy Moot
$2,625,000
$2,530,675
$ 187,196
$ 5,342,871
(1)
For Messrs. Dickler, Levin, Lousada and Moot and Ms. Marshall, the amount represents the severance payable to them on such a qualifying termination.
(2)
For Messrs. Levin and Moot and Ms. Marshall, represents the actual fiscal year 2022 annual bonus paid assuming the Company in its good-faith discretion determined to pay that amount. For Mr. Lousada, represents a pro rata amount of the annual free cash flow bonus payable under the Pre-IPO Plan (or, since the termination date is assumed to be September 30, 2022, his full fiscal year 2022 annual free cash flow bonus, which was $4,260,000).
(3)
Reflects the value of vested deferred equity units that would be settled on a termination of employment without “cause” or by the NEO for “good reason.”
(4)
Profits Interests will not accelerate on a termination of employment that is not in connection with a change in control of the Company. This table does not include vested Profits Interests held by our NEOs.
(5)
Reflects the value of unvested RSUs that would accelerate on a termination of employment without “cause” or by the NEO for “good reason” on September 30, 2022, the last business day of fiscal year 2022, based on a price per share of $23.21, which was the closing price of our common stock on that date. For Mr. Cooper, reflects the value of all of his outstanding unvested RSUs (including those granted in payment of his fiscal year 2021 bonus) as of September 30, 2022, because his termination on such date would represent a “qualifying retirement” under the terms of his awards. For each other NEO, the amount reflects a pro rata portion of the NEO’s outstanding FY 2021 and FY 2022 Awards based on the portion of the vesting period that had elapsed as of September 30, 2022. Upon an NEO's termination by the Company without “cause” or by the NEO for “good reason,” unvested FY 2022 Awards will remain outstanding and will become vested on their originally scheduled vesting date subject to the participant's compliance with the restrictive covenants set forth in their award agreement, or if sooner, upon the occurrence of a change in control or the participant's disability or death.
(6)
The amounts reported for Mr. Lousada have been converted from British pound sterling to U.S. dollars using a conversion factor of 1.283.
Estimated Benefits in Connection with a Change in Control
As a participant in the Pre-IPO Plan during fiscal year 2022, Mr. Lousada was entitled to additional payments upon a change in control in respect of the amounts deferred under the Pre-IPO Plan and the Profits Interests granted to him.
Name
Value of Deferred
Compensation(1)
Acceleration of
Profits Interests
Total
Max Lousada
$60,509,066
$—
$60,509,066
(1)
Represents the value of Mr. Lousada’s deferred equity units that were vested and outstanding on September 30, 2022, based on the value of our common stock as of such date.
Upon a change of control of the Company and upon certain sales of shares of our common stock underlying Profits Interests and Acquired LLC Units, distributions will be made in respect of Profits Interests (to the extent of their liquidation value) and Acquired LLC Units.
Vesting of awards granted under our Omnibus Incentive Plan will not be accelerated upon a change in control of the Company if the awards are assumed or replaced with substitute awards that have the same or better terms and conditions and provide for full acceleration on a participant’s involuntary termination of
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employment without “cause” or for “good reason” within 12 months following the change in control. The amounts shown above assume that all outstanding awards granted under our Omnibus Incentive Plan were assumed or replaced by economically equivalent alternative awards of the successor to the Company in the change in control and were therefore not accelerated. Therefore, no amount is included in the table above with respect to awards granted under our Omnibus Incentive Plan. If a change in control occurred on September 30, 2022 in which these awards were not assumed or replaced by economically equivalent awards, the outstanding RSUs would accelerate fully as of the date of the change in control, resulting in benefit amounts of $13,244,021 for Mr. Cooper, $341,976 for Mr. Dickler, $1,179,230 for Mr. Levin, $589,627 for Ms. Marshall and $589,627 for Mr. Moot.
Estimated Benefits upon Death or Disability
The table below sets forth the amounts payable to our NEOs as a result of death or disability.
Death. Outstanding unvested RSUs become fully vested upon the grantee’s death. For each of our NEOs, other than accrued benefits and, in the case of Mr. Lousada under the Pre-IPO Plan, no other benefits are provided in connection with such NEO’s death. Also, for Ms. Marshall and Mr. Moot, the amount shown in this table represents the actual fiscal year 2022 bonus paid assuming the Company in its good-faith discretion determined to pay that amount.
Disability. Outstanding unvested RSUs become fully vested upon the grantee’s disability. For each of our NEOs, other than accrued benefits and short-term disability amounts and, in the case of Mr. Lousada under the Pre-IPO Plan, no other benefits are provided in connection with such NEO’s disability. Also, for Ms. Marshall and Mr. Moot, the amount shown in this table represents the actual fiscal year 2022 bonus paid assuming the Company in its good-faith discretion determined to pay that amount.
Name
Bonus(1)
Value of Deferred
Compensation(2)
Acceleration of
Profits Interests(3)
Acceleration
of RSUs(4)
Total
Stephen Cooper
$13,244,021
$13,244,021
Eric Levin
$ 1,179,230
$ 1,179,230
Louis Dickler
$ 341,976
$ 341,976
Max Lousada
$4,260,000
$60,509,066
$64,769,066
Carianne Marshall
$2,530,675
$ 589,627
$ 3,120,302
Guy Moot
$2,530,675
$ 589,627
$ 3,120,302
(1)
For Ms. Marshall and Mr. Moot, represents the actual fiscal year 2022 annual bonus paid assuming the Company in its good-faith discretion determined to pay that amount. For Mr. Lousada, represents a pro rata amount of the annual free cash flow bonus payable under the Pre-IPO Plan (or, since the termination date is assumed to be September 30, 2022, his full fiscal year 2022 annual free cash flow bonus, which was $4,260,000).
(2)
Represents the value of deferred equity units that were vested and outstanding on September 30, 2022, based on the value of our common stock as of such date.
(3)
This table does not include vested Profits Interests held by Mr. Lousada. Profits Interests will not accelerate on a termination of employment that is not in connection with a change in control of the Company.
(4)
Reflects the value of unvested RSUs that would accelerate upon the NEO’s termination of employment as a result of death or disability on September 30, 2022 based on a price per share of $23.21, which was the closing price of our common stock on that date.
Relevant Provisions of Employment Arrangements
Upon termination of employment for any reason, all of our employees, including our NEOs, are entitled to unpaid salary and vacation time accrued through the termination date.
Termination for “Cause”
Under the terms of his employment agreement as in effect during fiscal year 2022, as well as his new employment agreement in effect following fiscal year 2022 (and for purposes of the Pre-IPO Plan), we generally would have “cause” to terminate the employment of Mr. Lousada in any of the following circumstances: (1) serious or repeated breach of any of his material obligations; (2) refusing to carry out any lawful and reasonable order given to him or failing to attend to his duties; (3) committing any financially dishonest or fraudulent act relating to the Company or its affiliates; (4) conviction of a crime that is punishable by imprisonment; (5) guilty of gross misconduct or of any other conduct which brings or is likely to bring serious professional discredit to the Company; (6) inability to perform his duties by reason of ill-health or accident for a
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specified period; (7) becoming of unsound mind and a patient for the purpose of any statute relating to mental health; (8) a petition or application for an order in bankruptcy is presented by or against him or any person becomes entitled to petition or apply for any such order; (9) a disqualification order (as defined in Section 1 of the Directors Disqualification Act 1986) is made against him or he otherwise becomes prohibited by law from being a member of the board of directors of Warner Music International Services Limited; and (10) if he voluntarily resigns as a member of the board of directors of Warner Music International Services Limited. In the event of (1) or (2) that is curable, we are required to notify Mr. Lousada of such circumstances and give him a reasonable opportunity to cure.
Under the terms of their employment agreements, we generally would have “cause” to terminate the employment of Messrs. Levin or Moot or Ms. Marshall in any of the following circumstances: (1) repeated and continual refusal to perform his or her duties under the employment agreement; (2) engaging in willful malfeasance that has a material adverse effect on Warner Music Inc. or its affiliates, including the Company; (3) breach of his or her covenants in his or her employment agreement; and (4) conviction of a felony or entering a plea of nolo contendere to a felony charge.
Resignation for “Good Reason” or without “Good Reason”
For purposes of the Pre-IPO Plan, Mr. Lousada generally would have “good reason” to terminate employment in any of the following circumstances: (1) if his salary or annual bonus percentage under the Pre-IPO Plan is materially reduced; (2) if we fail to pay him any salary which has become payable and due to him; or (3) our failure to pay him any entitlement that has become payable and due under the Pre-IPO Plan. Mr. Lousada is required to notify us within 30 days after becoming aware of the occurrence of any event that constitutes “good reason,” and in general we have 30 days to cure the event, but failing a cure, he must terminate his employment within 30 days after the cure period expires.
Our employment agreements with Mr. Moot and Ms. Marshall provide that he or she generally would have “good reason” to terminate employment in any of the following circumstances: (1) if we assign duties inconsistent with his or her current positions, duties or responsibilities or if we change the parties to whom he or she reports; (2) if we fail to pay any amounts due under the employment agreement; (3) if we relocate him or her beyond a specified area; and (4) if we assign the Company’s obligations under the employment agreement to a non-affiliate (except, in Ms. Marshall’s case, if the assignment is in connection with a sale, transfer or disposition of all or a substantial portion of the stock or assets of Warner Chappell Music, Inc. or its direct or indirect parent). Our employment agreement with Mr. Levin does not include “good reason” termination provisions.
Restrictive Covenants
Our agreements with our NEOs contain several important restrictive covenants with which an executive must comply following termination of employment. For example, Mr. Lousada’s entitlement to payments under the Pre-IPO Plan during fiscal year 2022 were conditioned on his compliance with covenants not to solicit certain of our artists and employees. This non-solicitation covenant continues in effect during a period that will end one year following his termination of employment.
Messrs. Levin’s, Lousada’s and Moot’s and Ms. Marshall’s employment agreements and, for Mr. Lousada, the Pre-IPO Plan, also contain covenants regarding non-disclosure of confidential information.
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DIRECTOR COMPENSATION
The following table provides summary information concerning compensation paid or accrued by, or on behalf of, our non-employee directors for services rendered to us during fiscal year 2022.
Our non-employee director compensation program for fiscal year 2022 included a mix of cash and equity compensation as set forth in the table below.
Compensation Item
Amount
Annual Cash Retainer
$100,000
Annual Equity Award
$175,000 restricted stock grant with one-year vesting
Board Chair Additional Retainer
$80,000 restricted stock grant with one-year vesting and $45,000 in cash
Committee Chair Annual Cash Retainer Fee
Audit Committee: $15,000
Compensation Committee: $15,000
Nominating and Corporate Governance
Committee: $15,000
Executive Committee: $15,000
Finance Committee: $15,000
Committee Member Annual Cash Retainer Fee
Audit Committee: $5,000
Compensation Committee: $5,000
Nominating and Corporate Governance
Committee: $5,000
Executive Committee: $5,000
Finance Committee: $5,000
Directors are also entitled to reimbursement of their expenses incurred in connection with travel to meetings. In addition, the Company reimburses directors for fees paid to attend director education events.
Non-employee directors who are affiliated with Access will not be entitled to compensation for service as a director or committee member during any period in which Access owns more than 50% of the value of the Company’s outstanding equity.
Fiscal Year 2022 Director Compensation Table
Name
Fees Earned
or Paid in
Cash ($)
Stock
Awards
($)(1)
Option
Awards
($)
Non-Equity
Incentive Plan
Compensation
($)
Change in
Pension Value
and
Nonqualified
Deferred
Compensation
Earnings
All Other
Compensation
($)
Total
($)
Michael Lynton
$160,000
$ 254,989
$ 414,989
Lincoln Benet
Alex Blavatnik
Len Blavatnik
Mathias Döpfner
$105,000
$ 175,015
$ 280,015
Noreena Hertz
$ 110,000
$ 175,015
$ 285,015
Nancy Dubuc
$120,000
$ 175,015
$ 295,015
Ynon Kreiz
$ 110,000
$ 175,015
$ 285,015
Ceci Kurzman
$ 110,000
$ 175,015
$ 285,015
Donald A. Wagner(2)
$6,714,000
$6,714,000
(1)
The amounts reported in the “Stock Awards” column reflects the aggregate grant date fair value of awards granted under our Omnibus Incentive Plan, computed in accordance with FASB ASC Topic 718.
(2)
The amount reported for Mr. Wagner includes a one-time grant made on November 17, 2021 under our Omnibus Incentive Plan of 150,000 shares of our common stock, which the Board approved in recognition of his significant contributions to the Company, including with respect to our financing arrangements, capitalization and our IPO.
Thomas H. Lee, who resigned from our Board in 2021, continued to serve as Director Emeritus to the Company during fiscal year 2022. Mr. Lee’s compensation for his service as Director Emeritus during fiscal year 2022 consisted of cash payments of $50,000 and a grant of restricted stock with a vesting period of one year and a value of $87, 508.
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Stock Ownership
We have implemented a stock ownership policy under which our non-employee directors who are not affiliated with Access are required to hold four times the value of their annual cash retainer in Company stock (which includes unvested restricted stock). The directors are required to retain 100% of any net shares (after the payment of taxes) received as compensation until the ownership requirement is achieved.
COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION
None of the Compensation Committee’s members is or has been a Company officer or employee during the last fiscal year. During fiscal year 2022, none of the Company’s executive officers served on the board of directors, the compensation committee or any similar committee of another entity of which an executive officer served on the board of directors or the compensation committee.
Equity Compensation Plan Information
The following table summarizes our equity plan information as of September 30, 2022.
Plan Category
Number of securities
to be issued upon
exercise of
outstanding options,
warrants and rights
(a)
Weighted-
average exercise price
of outstanding
options, warrants
and rights
(b)
Number of securities
remaining available
for future issuance
under equity
compensation plans
(excluding securities
reflected in column (a))
(c)
Equity compensation plans approved by security holders(1)
N/A
N/A
30,640,706
Equity compensation plans not approved by security holders(2)
7,388,923
N/A
Total
7,388,923
N/A
30,640,706
(1)
Shares of our Class A Common Stock issuable under the Warner Music Group Corp. 2020 Omnibus Incentive Plan. Includes 1,891,275 shares of our Class A Common Stock issuable in respect of outstanding RSUs.
(2)
Shares of our Class A Common Stock represented by (x) 5,214,051 deferred equity units under the Second Amended and Restated Warner Music Group Corp. Senior Management Free Cash Flow Plan; and (y) 2,521,194 Class B Units of WMG Management Holdings, LLC, (“Management LLC”). Pursuant to the terms of the Second Amended and Restated Limited Liability Company Agreement of Management LLC, as amended, the Class B Units are redeemable for a number of shares of our Class B Common Stock equal to 2,521,194 less a number of shares of our Class B Common Stock having a value equal to $8,038,130, which is the sum of the benchmark amounts of the Class B Units. Shares of Class B Common Stock issued in redemption of Class B Units will immediately and automatically convert to shares of our Class A Common Stock on a one-for-one basis. The total number of shares of our Class B Common Stock issuable in respect of outstanding Class B Units as reflected in column (a) above is based on the closing price for a share of our Class A Common Stock on the last day of fiscal year 2022.
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CEO PAY RATIO
As required by Section 953(b) of the Dodd-Frank Wall Street Reform and Consumer Protection Act, and Item 402(u) of Regulation S-K, we are providing the following information about the relationship of the annual total compensation of our employees and the annual total compensation of our CEO:
To determine the estimated ratio of CEO pay to median employee pay in accordance with Item 402(u) of Regulation S-K, we considered our entire global employee population of approximately 6,200 employees who were on the payroll as of September 30, 2022. We then used base salary paid during fiscal year 2022 as the form of compensation to determine our median employee. We identified our median employee, whose total compensation, calculated in accordance with the rules applicable to the Summary Compensation Table as provided in Item 402(u)(2) of Regulation S-K, was $62,800 in fiscal year 2022 (this amount was converted from British pound sterling to U.S. dollars using a conversion factor of 1.283).
The CEO pay used for purposes of calculating this pay ratio is $19,366,110, which is the annual total compensation of our CEO as reported in the Summary Compensation Table. As a result, the reasonable estimated ratio of CEO pay to median employee pay, calculated in a manner consistent with Item 402(u) of Regulation S-K is 308 to 1.
The SEC’s pay ratio disclosure rules permit the use of estimates, assumptions and adjustments. As such, the pay ratio reported by other companies may not be comparable to the pay ratio reported above. Pay ratios vary from one company to another due to a variety of factors, including differences in the geographic distribution of their workforces, the breadth of work functions performed by company employees, and the relative share of salaried versus hourly employees.
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Board and Corporate Governance Practices
We believe that effective corporate governance policies and practices help the Company deliver sustainable, long-term value to our stockholders.
These policies and practices are contained in our governance documents, including our Fourth Amended and Restated Certificate of Incorporation (the “Certificate of Incorporation”), Fourth Amended and Restated Bylaws (the “Bylaws”), Corporate Governance Guidelines and Committee charters. This section describes the key features of the Board practices and corporate governance program.
Board Leadership Structure
The Board is currently composed of eleven directors. Our directors will be elected annually to serve until the next annual meeting of stockholders or until their successors are duly elected and qualified, or until his or her earlier death, resignation or removal. The Board is led by our non-executive Chairman, Michael Lynton.
Subject to the provisions of the Stockholder Agreement, the number of directors on the Board may be fixed by majority vote of the members of the Board. Any vacancy in the Board that results from (x) the death, disability, resignation or disqualification of any director shall be filled by an affirmative vote of at least a majority of the directors then in office, even if less than a quorum, or by a sole remaining director; and (y) an increase in the number of directors or the removal of any director shall be filled (a) until the first date on which Access ceases to beneficially own more than 50% of the total combined voting power of our common stock, solely by an affirmative vote of the holders of at least a majority of the total combined voting power of our outstanding common stock entitled to vote in an election of directors; and (b) from and after the first date on which Access ceases to beneficially own more than 50% of the total combined voting power of our common stock, by an affirmative vote of at least a majority of the directors then in office, even if less than a quorum, or by a sole remaining director.
Director Nominations
Nominations for election as a director at our annual meetings of stockholders may be made by the Board in the Company’s notice of meeting or any supplement thereto, or by a stockholder or stockholders in compliance with the advance notice provisions set forth in the Company’s Bylaws. The Nominating and Corporate Governance Committee recommends director nominees and may identify potential nominees through a variety of means, including referrals from current directors, executive officers and stockholders or recommendations from professional search firms. In recommending candidates for nomination by the Board, the Nominating and Corporate Governance Committee takes into consideration the candidate’s skills and qualifications, Nasdaq listing requirements, the ability of candidates to enhance the diversity of the Board as a whole and any other criteria the Board may establish from time to time. The Nominating and Corporate Governance Committee will consider candidates recommended by stockholders.
Director Independence
As required by Nasdaq rules, the Board considers annually whether each of its members is “independent” for purposes of Nasdaq rules. Those rules provide that a director is “independent” if the Board determines that the director does not have any direct or indirect material relationship with the Company.
The Board has affirmatively determined, after considering all of the relevant facts and circumstances, that Messrs. Lynton, Döpfner and Kreiz and Mses. Dubuc, Hertz and Kurzman are “independent” as defined under Nasdaq listing standards. This determination was based, in part, on detailed information provided by each director regarding his or her business and professional relationships, and those of his or her family members, with the Company and those entities with which we have significant business or financial interactions.
We are a “controlled company” within the meaning of Nasdaq corporate governance standards. Under Nasdaq rules, a company of which more than 50% of the voting power is held by an individual, group or another company is a “controlled company” and may elect not to comply with certain Nasdaq corporate governance standards, including:
the requirement that a majority of the members of the board of directors be independent directors;
the requirement that we have a compensation committee that is composed entirely of independent directors;
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the requirement that the nominating and corporate governance committee be composed entirely of independent directors; and
the requirement for an annual performance evaluation of the nominating and corporate governance and compensation committees.
We use some of these exemptions. The “controlled company” exception does not modify audit committee independence requirements of Rule 10A-3 under the Exchange Act and Nasdaq rules.
Executive Sessions
Executive sessions, which are meetings of the non-management members of the Board, are regularly scheduled. In addition, at least once a year, the independent directors are afforded the opportunity to meet in a private session that excludes management and non-independent directors. At each of these meetings, the non-management and independent directors in attendance, as applicable, will determine which member will preside at such session. Committees of the Board, as described more fully below, also meet periodically in executive session.
Oversight of Risk Management
On behalf of the Board, the Audit Committee is responsible for oversight of the Company’s risk management and assessment guidelines and policies. We are exposed to a number of risks including financial risks, operational risks and risks relating to regulatory and legal compliance. The Audit Committee discusses with management and the independent auditors the Company’s major financial risk exposures and the steps management has taken to monitor and control such exposures, including the guidelines and policies to govern the process by which risk assessment and risk management are undertaken. The Company’s Chief Compliance Officer and Head of Internal Audit are responsible for the Company’s risk management function and regularly work closely with the Company’s senior executives to identify risks material to the Company. Both the Chief Compliance Officer and the Head of Internal Audit report regularly to the Chief Financial Officer, the Chief Executive Officer and the Audit Committee regarding the Company’s risk management policies and procedures. In that regard, both the Chief Compliance Officer and the Head of Internal Audit regularly meet with the Audit Committee to discuss the risks facing the Company, highlighting any new risks that may have arisen since they last met. The Audit Committee also reports to the Board to apprise them of their discussions with the Chief Compliance Officer and the Head of Internal Audit regarding the Company’s risk management efforts. In addition, the Board receives management updates on our business operations, financial results and strategy and, as appropriate, discusses and provides feedback with respect to risks related to those topics.
Information about the Board Committees
The Board has designated five standing Board Committees to assist the Board in carrying out its duties: Audit; Compensation; Executive; Finance; and Nominating and Corporate Governance. Each of the Audit, Compensation and Nominating and Corporate Governance Committees has a Board-approved, written charter, which describes that Committee’s role and responsibilities. Current, printable copies of the charters of the Audit, Compensation and Nominating and Corporate Governance Committees, are posted on our website at https://investors.wmg.com/corporate-governance/committee-composition. The Committee Chairs approve the meeting agendas for their respective Committees.
Each Committee regularly reports on the matters discussed during its meetings to the full Board and presents recommendations on actions requiring Board approval. On an annual basis, each Committee will conduct an evaluation of its performance and will review the adequacy of and propose changes to its charter for Board approval. The process for annual evaluation is considered and determined each year by the Nominating and Corporate Governance Committee and generally includes a review of significant Board and Committee matters over the past year, discussions held in executive sessions regarding Board and Committee performance and development of an action plan for future implementation. From time to time, the Nominating and Corporate Governance Committee may engage an external third-party resource to facilitate the annual evaluation. Each Committee has full authority to retain, at the Company’s expense, independent advisors or consultants. The table below provides additional information about the Committees, including their composition, number of meetings held in fiscal year 2022 and their primary roles and responsibilities, including their roles in the oversight of risk management.
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Audit Committee
 
 
Members:
Nancy Dubuc (Chair)
Noreena Hertz
Ynon Kreiz
 
 
All Audit Committee members are independent under applicable Exchange Act and Nasdaq rules and regulations. In addition, each Audit Committee member is “financially literate” under Nasdaq rules and regulations. The Board has determined that all Audit Committee members are “audit committee financial experts” under SEC rules and regulations.
 
 
Number of Meetings in fiscal year 2022: 4
 
 
Key Roles and Responsibilities:
 
 
Oversee the quality and integrity of our financial statements;
Review the qualifications, independence and performance of our independent auditor;
Assist in the evaluation and management of the Company’s financial risks;
Assist with our accounting, financial and external reporting policies and practices;
Oversee the performance of our internal audit function;
Maintain our compliance with legal and regulatory requirements, including without limitation any requirements promulgated by the Public Company Accounting Oversight Board and the Financial Accounting Standards Board; and
Prepare the report of the Audit Committee required to be included in our annual proxy statement.
 
 
Role in Risk Oversight
 
 
The Audit Committee’s role in risk oversight includes oversight of the integrity of the Company’s financial statements, internal controls and legal and regulatory compliance.
 
 
Compensation Committee
 
 
Members:
Lincoln Benet (chair)
Alex Blavatnik