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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)
Payment of Filing Fee (Check the appropriate box):
No fee required.
Fee paid previously with preliminary materials.
Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11.

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January 18, 2024
Dear WMG Shareholder:
It is my pleasure to invite you to our annual meeting, taking place on March 5, 2024. 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.
As the future of music will be forged at the intersection of creativity and technology, we’ve been working hard to build a WMG that will excel in the music industry of tomorrow. We’re carving out a distinctive proposition through the combination of our iconic catalog and new releases, global scale, and the ability to use technology as a force multiplier. In a proactive, fiscally responsible way, we're investing in the artists, songwriters, team, and technology that will deliver continued growth and long-term success and we are excited about the opportunities that lie ahead for WMG to drive shareholder value.
On behalf of our Board of Directors, and our entire company, thank you for your support of WMG.
Sincerely,
 
 
 
graphic
 
 
 
Robert Kyncl
 
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 2024 Annual Meeting of Stockholders (the “Annual Meeting”) of Warner Music Group Corp.
Date and Time
Tuesday, March 5, 2024 at 12:00 p.m., Eastern Time
Location
www.virtualshareholdermeeting.com/WMG2024
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 2025 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 2024;
3.
Proposal 3: Advisory vote to approve the compensation paid to the Company’s named executive officers;
4.
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 (Robert Kyncl, Lincoln Benet, Len Blavatnik, Val Blavatnik, Mathias Döpfner, Nancy Dubuc, Noreena Hertz, Ynon Kreiz, Ceci Kurzman, Michael Lynton and Donald A. Wagner) and “FOR” each of Proposals 2 and 3. 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 8, 2024 (the “Record Date”) are entitled to vote at the Annual Meeting.
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Internet
Please log on to www.proxyvote.com and submit a proxy to vote your Shares by 11:59 p.m., Eastern Time, on March 4, 2024.
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Telephone
Please call the number on your proxy card until 11:59 p.m., Eastern Time, on March 4, 2024.
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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.
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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 8, 2024, 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 18, 2024.
By Order of the Board of Directors,
 
 
 
graphic
 
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 March 5, 2024.
The accompanying Proxy Statement, our 2023 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 2023 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 2025 Annual Meeting of Stockholders

FOR each of the
nominees
4
2.
Proposal 2: Ratification of the appointment of KPMG LLP as the Company’s independent registered public accounting firm for fiscal year 2024

FOR
3.
Proposal 3: Advisory vote to approve the compensation paid to the Company’s named executive officers

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 18, 2024.
Name
Age
Principal Professional
Experience
Expiration of
Current
Term
Independent
Robert Kyncl
53
Chief Executive Officer of WMG
2024
No
 
 
 
 
 
Lincoln Benet
60
Chief Executive Officer of Access
2024
No
 
 
 
 
 
Len Blavatnik
66
Founder and Chairman of Access
2024
No
 
 
 
 
 
Valentin Blavatnik
26
Senior Director, Business Development of Warner Chappell Music
2024
No
 
 
 
 
 
Mathias Döpfner
61
Chairman and CEO of Axel
Springer SE
2024
Yes
 
 
 
 
 
Nancy Dubuc
55
Former Chief Executive Officer of VICE Media Group
2024
Yes
 
 
 
 
 
Noreena Hertz
56
Visiting Professor
at the Institute for
Global Prosperity at
University College London
2024
Yes
 
 
 
 
 
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Name
Age
Principal Professional
Experience
Expiration of
Current
Term
Independent
Ynon Kreiz
58
Chairman and CEO of Mattel, Inc.
2024
Yes
 
 
 
 
 
Ceci Kurzman
53
Founder and President of Nexus Management Group, Inc.
2024
Yes
 
 
 
 
 
Michael Lynton
63
Chairman of the Board of Snap, Inc.
2024
Yes
 
 
 
 
 
Donald Wagner
60
Senior Managing Director of Access
2024
No
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.
Board Diversity Matrix (As of January 8, 2024)
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, Len Blavatnik, Val 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 2025 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. Each nominee has consented to being named in this Proxy Statement and has agreed to serve if elected.
The Board recommends that you vote FOR the election of each of Robert Kyncl, Lincoln Benet, Len Blavatnik, Val 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 2025 Annual Meeting of Stockholders.
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 2025
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Robert Kyncl
 
Age: 53
Director since: 2023
Committee memberships: Finance
 
Professional Experience: Mr. Kyncl joined the Company on January 1, 2023 as Co-CEO and effective as of February 1, 2023, Mr. Kyncl became the Company’s sole CEO and a director of 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: 60
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.
 
 
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Len Blavatnik
 
Age: 66
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 father of Val 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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Valentin (“Val”) Blavatnik
 
Age: 26
Director since: 2023
Committee memberships: Executive, Compensation
 
Professional Experience: Mr. Blavatnik has served as a director since April 27, 2023. Since 2023, Mr. Blavatnik has served as Senior Director, Business Development of Warner Chappell Music. From 2021 to 2023, Mr. Blavatnik served on the investment team at LionTree LLC, focused on the media and technology industries. From 2020 to 2023, he was also a production executive at Eden Productions, a TV and film production company founded by Richard Plepler. From 2016 to 2019, Mr. Blavatnik worked in the music industry, primarily as an artist manager. Since its founding in 2020, Mr. Blavatnik has served on the Board of Directors of the Warner Music Group/Blavatnik Family Foundation Social Justice Fund, which supports organizations working in historically underserved and marginalized communities. In addition, Mr. Blavatnik is a member of the Executive Committee at Access. Mr. Blavatnik graduated cum laude with a B.A. in Cinematic Arts from the University of Southern California. Mr. Blavatnik is the son of Len Blavatnik.
 
Skills and Qualifications: Mr. Blavatnik brings beneficial attributes to the Board, including his experience working with the above companies, and his background working directly with music artists. His work in the entertainment field and at LionTree LLC and Access in the field of investments and finance has given him knowledge and perspective that make him a valuable member of the Board.
 
 
graphic
Mathias Döpfner
 
Age: 61
Director since: 2014
Committee memberships: Compensation
 
Professional Experience: Mr. Döpfner has served as a director since May 1, 2014. Mr. Döpfner is a German journalist, book author, and the chairman and CEO of Axel Springer SE, owner of the U.S. media brands Politico, Insider, and Morning Brew. Axel Springer is the largest digital publisher in Europe and active in over 40 countries. Mr. Döpfner joined Axel Springer in 1998 as editor-in-chief of the German daily Welt and became CEO in 2002. Ever since, he has led the digital transformation of the company. Today, over 85% of the group’s revenues and 95% of its profits come from its digital business. Mr. Döpfner is also a member of the Board of Directors of Netflix, Inc., serves on the steering committee of the Bilderberg Conference, and holds an honorary office on the American Jewish Committee.
 
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.
 
 
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graphic
Nancy Dubuc
 
Age: 55
Director since: 2021
Committee memberships: Audit (chair), Executive
 
Professional Experience: Ms. Dubuc has served as a director since July 13, 2021. Ms. Dubuc was Chief Executive Officer of VICE Media Group, today’s largest independent youth media company, from 2018 until March 2023. After joining VICE in 2018, she had directed the expansion and transformation of the company’s global businesses and had 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 Board of Directors of 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: 56
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. She currently serves on the Boards of Directors of Workhuman and Mattel Inc. (NASDAQ: MAT) (“Mattel”). 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: 58
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, 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 and Compensation Committee of Man Group PLC, as well as on the Board of Directors of various organizations including Lanvin Group and United Talent Agency. 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), Finance
 
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 has been a member of the Board of Directors of Ares Management Corporation since May 2014. 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. 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, Channel 4, The Smithsonian, Condé Nast, and The RAND Corporation. 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: 60
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’ North American 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 8, 2024 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 140,757,474 shares of our Class A Common Stock and 377,103,200 shares of our Class B Common Stock outstanding as of January 8, 2024.
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(2)
374,352,210
99.3%
Entertainment Holdings II LLC(3)
125,000,000
33.1%
FMR LLC(4)
17,181,450
12.2%
The Vanguard Group(5)
10,421,289
7.4%
Robert Kyncl
Lincoln Benet(6)
349,341
*
Len Blavatnik(7)
376,240,139
99.8%
Val Blavatnik
96,494
*
Mathias Döpfner(8)
18,849
*
Nancy Dubuc(8)
13,378
*
Noreena Hertz(8)
18,849
*
Ynon Kreiz(8)
20,299
*
Ceci Kurzman(8)
17,655
*
Michael Lynton(8)
29,577
*
Donald A. Wagner(6)
251,817
*
Bryan Castellani
Max Lousada(9)
2,786,802
2.0%
Carianne Marshall
Guy Moot
All Current Directors, Director Nominees and Executive Officers as a group (20 persons)(6)
3,603,061
376,240,139
2.6%
99.8%
Stephen Cooper(10)
6,260,317
4.4%
Eric Levin(11)
*
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)
Entertainment Holdings II LLC (“EH”) is a wholly-owned subsidiary of AI Entertainment Holdings LLC (“AIEH”). Shares of Class B Common Stock directly owned by EH are included in the number of shares of Class B Common Stock beneficially owned by AIEH, which may be deemed to beneficially own the shares of Class B Common Stock directly owned by EH.
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(3)
A significant portion of the shares of Class B Common Stock owned by Entertainment Holdings II LLC have been pledged under a loan facility.
(4)
Based on a Schedule 13G/A filed with the SEC on February 9, 2023 by FMR LLC, reporting beneficial ownership as of December 30, 2022, with FMR LLC having sole voting power with respect to 15,239,984 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 17,181,450 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.
(5)
Based on a Schedule 13G filed with the SEC on February 9, 2023 by The Vanguard Group, reporting beneficial ownership as of December 30, 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 0 shares of our Class A Common Stock, sole dispositive power with respect to 10,377,619 shares of our Class A Common Stock and shared dispositive power with respect to 43,670 shares of our Class A Common Stock. The Vanguard Group has its principal business office at 100 Vanguard Boulevard, Malvern, PA 19355.
(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 13,304 shares of Class A Common Stock and 5,545 shares of unvested restricted stock, in each case received as compensation for service as a director. For Ms. Hertz, represents 13,304 shares of Class A Common Stock and 5,545 shares of unvested restricted stock, in each case received as compensation for service as a director. For Mr. Kreiz, represents 14,754 shares of Class A Common Stock and 5,545 shares of unvested restricted stock, in each case received as compensation for service as a director. For Ms. Kurzman, represents 12,110 shares of Class A Common Stock and 5,545 shares of unvested restricted stock, in each case received as compensation for service as a director. For Mr. Lynton, represents 21,497 shares of Class A Common Stock and 8,080 shares of unvested restricted stock, in each case received as compensation for service as a director. For Ms. Dubuc, represents 7,833 shares of Class A Common Stock and 5,545 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.
(10)
Mr. Cooper ceased to be an executive officer on January 31, 2023.
(11)
Mr. Levin ceased to be an executive officer on October 16, 2023.
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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 2024. 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 2024. 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 2023.
The Board recommends that stockholders vote FOR the ratification of the appointment of KPMG as our independent registered public accounting firm for fiscal year 2024.
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, 2023 and September 30, 2022 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,
2023
Year Ended
September 30,
2022
Audit Fees
$9,071
$8,046
Audit-Related Fees
16
3
Tax Fees
15
20
All Other Fees
220
Total Fees
$9,102
$8,289
These fees exclude out-of-pocket costs of approximately $0.07 million and $0.06 million for the periods ended September 30, 2023 and September 30, 2022, 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 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 2023 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 2023 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 2023 be included in the Annual Report on Form 10-K for fiscal year 2023 as filed with the SEC.
Audit Committee
Nancy Dubuc (chair)
Noreena Hertz
Ynon Kreiz
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PROPOSAL 3
Advisory Vote on Executive Compensation
In accordance with Section 14A of the Exchange Act, we are providing our stockholders with a non-binding advisory vote on the compensation paid to our named executive officers. This advisory vote is also referred to as the “say-on-pay” advisory vote. This vote is not intended to address any specific item of compensation, but rather the overall compensation of our named executive officers and the philosophy, policies and practices described in this Proxy Statement. Details on our compensation approach are described in the Compensation Discussion and Analysis (“CD&A”) and the accompanying compensation tables and the narrative discussion.
We provided stockholders with a say-on-frequency vote at our 2021 Annual Meeting of Stockholders, where the majority of votes cast voted, on an advisory basis, for say-on-pay votes every three years.
The Board and the Compensation Committee have implemented an executive compensation program that is intended to align the interests of our executive officers with those of our stockholders. A substantial majority of our named executive officers’ compensation is in the form of variable, at-risk compensation that requires us to achieve performance objectives that are intended to create long-term stockholder value. Furthermore, we align our executives’ interests with those of our stockholders by utilizing metrics in our short- and long-term incentive programs that are tied to performance outcomes that will enhance stockholder value.
We believe it is important to understand the views of our stockholders with respect to how we compensate our named executive officers.
We are asking stockholders to approve the following resolution:
RESOLVED, that the compensation paid to the Company’s named executive officers, as disclosed pursuant to Item 402 of Regulation S-K, including the Compensation Discussion and Analysis, compensation tables and narrative disclosure, is hereby APPROVED.
Although this vote is advisory, the Board and the Compensation Committee intend to consider the results of the vote, as well as other relevant factors, as we continue to develop our executive compensation program.
The Board recommends that stockholders vote FOR the approval of the compensation of our named executive officers, as disclosed in this Proxy Statement.
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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, our former principal executive officer, our former principal financial officer and our three other most highly compensated executive officers for fiscal year 2023. Our named executive officers (“NEOs”) for fiscal year 2023 are:
Robert Kyncl, Chief Executive Officer (“CEO”)
Stephen Cooper, Former CEO
Eric Levin, Former 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. Cooper retired from his position as CEO of the Company and resigned from the Board on January 31, 2023. Mr. Cooper and Mr. Kyncl served as Co-CEOs of the Company from January 1, 2023 to January 31, 2023, and Mr. Kyncl became the sole CEO and a director of the Company effective as of February 1, 2023. Mr. Cooper will continue to provide consulting services to the Company through January 31, 2024.
Also as previously disclosed, on October 16, 2023, Bryan Castellani was appointed as our Executive Vice President, Chief Financial Officer (“CFO”), succeeding Mr. Levin (see “Executive Officers” below). From October 16, 2023 to January 15, 2024, Mr. Levin served as a senior advisor to the Company.
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 2023, the Compensation Committee retained a compensation consultant, Frederic W. Cook & Co. (“FW Cook”), to provide independent advice on executive pay matters. During fiscal year 2023, this included advice and recommendations regarding new employment agreements with Mr. Castellani, Ms. Marshall and Mr. Moot. The Compensation 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 2023, 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 were granted 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. 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
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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 2023, 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 (other than Mr. Cooper) establish each executive’s base salary as well as a discretionary or target annual equity incentive award and a discretionary or target annual bonus, as further described under “Summary of NEO Employment Arrangements” below.
During his employment as CEO, 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. On January 17, 2023, the Company entered into a separation and consulting agreement with Mr. Cooper, 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 financial 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. 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. 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.
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Components of Executive Compensation
Employment Arrangements
With the exception of Mr. Cooper as described above, in fiscal year 2023, we had employment agreements with all of our NEOs, the key terms of which are described below under “Summary of NEO Employment Arrangements.” We believe that having employment agreements 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 agreements. Our employment agreements set forth the terms and conditions of employment and establish the components of an executive’s compensation, which generally include the following:
Base salary;
Discretionary or target annual cash bonus;
Discretionary or target annual equity incentive award;
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. Cooper was not party to an employment agreement during his employment as our CEO. On January 17, 2023, the Company entered into a separation and consulting agreement with Mr. Cooper, the terms of which 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.
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 a base salary in accordance with the terms of their respective employment arrangement for fiscal year 2023. Mr. Cooper was paid a salary at a rate of $3,000,000 for fiscal year 2023 through his separation date on January 31, 2023, and continued payment of his base salary through September 30, 2023, during which time Mr. Cooper provided consulting services to the Company pursuant to his separation agreement. 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.
Discretionary Bonuses
For fiscal year 2023, Mr. Kyncl had an annual target bonus amount of $3,000,000, Mr. Levin had an annual target bonus amount of $1,000,000, Mr. Lousada had an annual target bonus amount of £4,109,000, Ms. Marshall had an annual target bonus amount of $1,750,000, and Mr. Moot had an annual target bonus amount of $1,750,000, in each case as set forth in the NEO’s employment agreement. 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. The
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actual amount of the annual bonuses are determined in the discretion of the Compensation Committee and may be higher or lower than their target amounts. The amounts of the annual bonuses for fiscal year 2023 are set forth below under the “Bonus” column in the Summary Compensation Table.
Messrs. Kyncl’s and Cooper’s annual bonuses were determined by the Compensation Committee. For the annual bonuses for Messrs. Levin, Lousada 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 our NEOs were based on their bonus targets, 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 the 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 2023 bonuses are discussed in more detail below.
For fiscal year 2023, after considering the factors described above and management’s recommendations, the Compensation Committee determined that the annual bonuses for Messrs. Kyncl, Cooper, Levin, Lousada, Moot, and Ms. Marshall would be set at amounts equal to $2,289,610, $7,142,800, $1,020,400, $4,991,145, $2,351,300 and $2,351,300, respectively. 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. Kyncl’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. 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. Lousada’s annual bonus after considering the quality of his individual performance as the leader of Warner Recorded Music, 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 2023 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
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 2023
In January 2023, the Compensation Committee made grants of long-term incentives under our Omnibus Incentive Plan to our NEOs, referred to below as the “FY 2023 Awards.”
Under his employment agreement, Mr. Kyncl is entitled to receive an annual grant of performance share units (“PSUs”) with an aggregate pre-tax, grant date target value of $10,000,000 determined based on the average closing share price of our common stock for the 20 trading days preceding the grant date. For fiscal year 2023, the award of PSUs was prorated based on 10.5 out of 12 months of service. Accordingly, the FY 2023 Awards granted to Mr. Kyncl consist of 254,731 PSUs, representing an aggregate pre-tax value of $8,750,000 at “target” levels of achievement based on a price per share of $34.35, which was the average closing price per share of our common stock over the 20 trading days prior to the grant date.
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The PSUs vest over a three-fiscal-year performance period subject to Mr. Kyncl’s continued employment. If Mr. Kyncl resigns voluntarily and provides at least nine months’ advance written notice to the Company, he will receive pro rata vesting of his outstanding PSUs. The PSUs will settle into a number of shares equal to 0-509,462 shares of our Class A Common Stock, representing 0%-200% of the target amount, determined at the end of the performance period based on the Company’s cumulative total shareholder return (“TSR”) compared to the cumulative TSR of a group of publicly-traded companies in industries related to that of the Company, consisting of Electronics Arts Inc., Endeavor Group Holdings, Inc., Formula One Group, Live Nation Entertainment, Inc., Match Group Inc., Spotify Technology SA, Take-Two Interactive Software, Inc., Universal Music Group N.V., and World Wrestling Entertainment, Inc. (succeeded by TKO Group Holdings, Inc.). The number of shares earned will be 200% of the target amount (509,462 shares) if our cumulative TSR is at or above the 75th percentile of the comparison group, 100% of the target amount (254,731 shares) if our TSR is at the 50th percentile of the comparison group, and 50% of the target amount (127,366 shares) if our TSR is at the 25th percentile of the comparison group. If our TSR falls between any of these specified percentiles, the number of shares earned will be determined using straight-line interpolation. No shares will be earned in respect of the PSUs if our TSR is below the 25th percentile of the comparison group. In the event of bankrupty, merger, or other events affecting the composition of the comparison group, the Compensation Committee may make adjustments as necesary to preserve the intended incentives of this PSU Award. We believe that the performance targets and vesting period of the PSUs encourage and reward performance and align Mr. Kyncl’s interests with those of our shareholders.
For our NEOs other than Mr. Kyncl, the FY 2023 Awards consist of restricted stock units (“RSUs”), each representing the right to acquire on vesting one share of our common stock. The RSUs granted in January 2023 (the “FY 2023 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. If the grantee’s employment is terminated by the Company without “cause” or by the grantee for “good reason,” a pro rata portion of the award will vest and the unvested portion of the award 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. See “Potential Payments upon Termination or Change in Control” below.
The number of RSUs granted to our NEOs other than Mr. Kyncl 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 with those of our shareholders, and help us retain executives who are critical to the successful execution of our business strategy.
The FY 2023 Awards granted to our NEOs other than Mr. Kyncl 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 215,003 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 $7,566,000 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.
Long-Term Incentive Awards Granted to NEOs in Fiscal Year 2024
In January 2024, following the end of fiscal year 2023, the Compensation Committee made grants of long-term incentives to certain of our NEOs, referred to below as the “FY 2024 Awards.”
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The FY 2024 Awards consist of RSUs having terms substantially consistent with the FY 2023 RSUs, except that the RSUs granted as FY 2024 Awards will vest in four equal installments of 25% on each of the first four anniversaries of the grant date, subject to the grantee’s continued employment with the Company. The FY 2024 Awards granted to our NEOs other than Mr. Kyncl consisted of the number of RSUs set forth in the following table:
Name
RSUs
Grant Date
Fair Value
of RSUs
Stephen Cooper(1)
202,312
$6,925,140
Eric Levin
28,902
$989,315
Max Lousada
155,424
$5,320,164
Carianne Marshall
46,627
$1,596,042
Guy Moot
46,627
$1,596,042
(1)
In addition to his FY 2024 Award, Mr. Cooper received a grant of 234,498 fully-vested shares of our Class A Common Stock in January 2024 under our Omnibus Incentive Plan, representing his annual discretionary bonus for fiscal year 2023, based on a gross value of $7,142,800 at a per share price of $30.46, which is equal to the average closing price of a share of our Class A Common Stock during fiscal year 2023.
As provided in his employment agreement, Mr. Kyncl is entitled to receive an annual award of PSUs having an aggregate pre-tax, grant date target value of $10,000,000 determined based on the average closing share price of our common stock for the 20 trading days preceding the grant date, vesting over a three-fiscal-year performance period subject to Mr. Kyncl’s continued employment with the Company. In addition, in fiscal year 2024, Mr. Kyncl is 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 Compensation Committee in its sole discretion based on certain factors including the strength of Mr. Kyncl’s performance and the performance of the Company.
Warner Music Group Corp. Senior Management Free Cash Flow Plan
In 2013, we adopted the Second Amended and Restated Warner Music Group Corp. Senior Management Free Cash Flow Plan (the “Pre-IPO Plan”), an incentive compensation program that paid annual bonuses based on our free cash flow and offered participants the opportunity to share in the appreciation of our common stock. Prior to fiscal year 2023, 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 was no longer entitled to receive cash bonuses under the Pre-IPO Plan, but he continues to hold deferred equity units and vested Profits Interests (as defined below) earned under the Pre-IPO Plan prior to fiscal year 2023, which are further discussed below.
Each participant in the Pre-IPO Plan, including Mr. Lousada, 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. Certain terms and conditions of the Profits Interests are described below under “Potential Payments upon Termination or Change In Control.”
All of Mr. Lousada’s outstanding deferred equity units and vested Profits Interests will be 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.
Dividend Equivalents
On each of December 1, 2022, March 1, 2023, June 1, 2023 and September 1, 2023, we paid a cash dividend to our stockholders on all of the issued and outstanding shares of our common stock. In fiscal year 2023, our NEOs other than Mr. Kyncl received cash dividend equivalent payments in respect of their outstanding RSUs, and Mr. Lousada
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received cash dividend equivalent payments in respect of his outstanding interests under the Pre-IPO Plan. In addition, Mr. Kyncl’s PSUs include dividend equivalent rights, which provide that the number of his outstanding PSUs will be increased based on the amount of cash dividends paid on shares of our common stock during the performance period of the PSUs. The value of dividends and dividend equivalents payable on our RSU and PSU awards is reflected in the grant date fair value in accordance with FASB topic 718.
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 2023, 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.
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 selected by the Company each year. All of our NEOs were eligible to participate in the non-qualified deferred compensation plan during fiscal year 2023, 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 $13,200 in 2023, whichever is less. Employees can contribute up to the maximum IRS pre-tax deferral of $22,500 in 2023 (with a catch up of $7,500 in 2023 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 2023, Mr. Lousada.
Perquisites
We generally do not provide perquisites to our NEOs, although, in fiscal year 2023, 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 2023.
Policies and Practices Regarding Equity Grants
The Compensation Committee makes annual equity awards at approximately the same time each year. Equity awards are not granted when the Company has material nonpublic information. In addition, pursuant to the terms of our Omnibus Incentive Plan, the exercise price of a stock option must be greater than or equal to the closing market price of our common stock on the date of grant.
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Prohibition on Hedging, Pledging and Short Sales
The Company has adopted an Insider Trading Policy. Through this policy, we prohibit our directors, executive officers and employees from engaging in hedging, pledging or short sales with respect to Company securities.
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)
Valentin 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(1)
Bonus(2)
Stock
Awards(3)
Non-Equity
Incentive Plan
Compensation(4)
Change in
Pension Value
and
Nonqualified
Deferred
Compensation
Earnings
All Other
Compensation(5)
Total
Robert Kyncl
CEO
2023
$2,000,000
$2,289,610
$15,347,525
$789,250
$20,426,385
Stephen Cooper
Former CEO
2023
$3,000,000
$15,006,190
$18,006,190
2022
$3,000,000
$16,075,148
$19,075,148
2021
$3,000,000
$6,627,873
$1,042,810
$10,670,683
Eric Levin
Former Chief
Financial Officer
2023
$1,000,000
$1,020,400
$1,328,599
$1,011,250
$4,360,249
2022
$1,000,000
$1,081,000
$977,480
$11,258
$3,069,737
2021
$1,000,000
$1,219,300
$999,988
$7,692
$3,226,980
Max Lousada(6)
CEO, Warner
Recorded Music
2023
$5,037,634
$4,991,145
$5,014,542
$2,660,439
$17,703,760
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
Carianne Marshall
Co-Chair and
COO, Warner
Chappell Music
2023
$1,250,000
$2,351,300
$797,159
$11,250
$4,409,709
2022
$1,250,000
$2,530,675
$488,761
$10,250
$4,279,686
2021
$1,250,000
$1,950,200
$499,994
$8,700
$3,708,894
Guy Moot
Co-Chair and
CEO, Warner
Chappell Music
2023
$1,750,000
$2,351,300
$797,159
$23,547
$4,922,006
2022
$1,750,000
$2,530,675
$488,761
$20,771
$4,790,206
2021
$1,750,000
$1,950,200
$499,994
$22,157
$4,222,351
(1)
For Mr. Cooper, the amount reported for 2023 reflects his salary paid through his separation date on January 31, 2023, as well as continued payment of his base salary through September 30, 2023, during which time Mr. Cooper provided consulting services to the Company pursuant to his separation agreement. See “Summary of NEO Employment Arrangements—Employment Arrangements with Stephen Cooper.”
(2)
For fiscal year 2023, represents discretionary cash bonuses for each of our NEOs other than Mr. Cooper. Mr. Cooper’s bonus for fiscal year 2023 was $7,142,800, payable in the form of 234,498 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 2023, which was $30.46. These shares were granted in January 2024, following the end of fiscal year 2023.
(3)
The amounts reported in the “Stock Awards” column reflect the aggregate grant date fair value of the FY 2021, FY 2022 and FY 2023 Awards, respectively. The amounts reported for Mr. Cooper for fiscal years 2022 and 2023 also include 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) and fiscal year 2022 (which was payable in the form of 215,003 fully-vested shares of our Class A Common Stock granted in January 2023), respectively. 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 2023 for additional detail regarding assumptions underlying the valuation of equity awards.
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(4)
The amounts reported in the Non-Equity Incentive Plan Compensation for Mr. Lousada reflect his 2022 and 2021 free cash flow bonus amounts under the Pre-IPO Plan, which were paid in cash.
(5)
Fiscal year 2023 includes 401(k) matching contributions of $11,250 for Mr. Kyncl, $11,250 for Mr. Levin, $11,250 for Ms. Marshall and $11,250 for Mr. Moot, and defined contribution pension contributions of $12,260 (£10,000) for Mr. Lousada. The amounts shown for Mr. Kyncl include $689,000 in relocation expenses, including a gross up of $189,000 and a one-time payment of $89,000, including a gross up of $29,000, in each case pursuant to the terms of his employment agreement (see “Summary of NEO Employment Arrangements—Employment Arrangements with Robert Kyncl”). Additionally, fiscal year 2023 for Mr. Lousada includes $2,376,276 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, as well as a one-time signing bonus payment of $100,753 (£82,180) pursuant to his 2023 employment agreement, a car allowance of $18,390 (£15,000) and an employer life assurance contribution of $4,163 (£3,396) 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. The amounts shown for Mr. Levin include severance payments of $1,000,000, representing an amount equal to his annual base salary, which will be payable pursuant to his employment agreement and separation agreement following his separation from the Company (see “Summary of NEO Employment Arrangements—Employment Arrangements with Eric Levin”). During fiscal year 2023, Messrs. Cooper, Levin, Lousada and Moot and Ms. Marshall also received $576,107, $50,856, $71,342, $27,211 and $27,211, respectively, in cash dividends paid to them in respect of outstanding equity awards under our Omnibus Incentive Plan. Because the value of dividends and dividend equivalents payable on our RSU awards is reflected in the grant date fair value in accordance with FASB topic 718, these amounts are not reflected in the Summary Compensation Table. The amounts reported in the All Other Compensation column of the Summary Compensation Table of our Proxy Statements for fiscal years 2021 and 2022 included the value of dividends received during fiscal 2021 and 2022 respectively; the amounts shown above for fiscal years 2021 and 2022 have been adjusted to remove the amount of these dividend payments.
(6)
The amounts reported for Mr. Lousada have been converted from British pound sterling to U.S. dollars using a conversion factor of 1.226, 1.283, and 1.369 for fiscal years 2023, 2022, and 2021, respectively.
Fiscal Year 2023 Grants of Plan-Based Awards Table
The following table sets forth information concerning grants of plan-based awards to each of our NEOs during fiscal year 2023. In January 2023, the Compensation Committee granted RSUs and PSUs to certain of our NEOs. See “Compensation Discussion & Analysis - Long-Term Equity Incentives.”
 
 
 
Estimated Future Payouts
Under Equity Incentive
Plan Awards
All Other Stock
Awards; Number
of Shares of Stock
or Units (#)
Grant Date Fair
Value of Stock
Awards ($)(1)
Name
Grant Date
Award
Type
Thresh-
hold (#)
Target (#)
Maxi-
mum (#)
Mr. Kyncl
01/04/2023
PSU
127,366
254,731
509,462
 
$15,347,525
Mr. Cooper
01/04/2023
RSU
 
 
 
203,785
$7,440,190
 
01/04/2023
Class A Common
Stock
 
 
 
215,003
$7,566,000
Mr. Levin
01/04/2023
RSU
 
 
 
36,390
$1,328,599
Mr. Lousada
01/12/2023
RSU
 
 
 
145,560
$5,014,542
Ms. Marshall
01/04/2023
RSU
 
 
 
21,834
$797,159
Mr. Moot
01/04/2023
RSU
 
 
 
21,834
$797,159
(1)
The grant date fair value for the RSUs granted on January 4, 2023 is based on a price per share of $36.51, which was the closing price of our Class A Common Stock on January 4, 2023. The grant date fair value for the RSUs granted on January 12, 2023 is based on a price per share of $34.45, which was the closing price of our Class A Common Stock on January 12, 2023. The grant date fair value for the PSUs is determined using a Monte Carlo simulation valuation performed by an independent third party.
Summary of NEO Employment Arrangements
This section describes employment arrangements in effect for our NEOs during fiscal year 2023. 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.
Employment Agreement with Robert Kyncl
During fiscal year 2023, Mr. Kyncl was party to an employment agreement with the Company. 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.
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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 PSUs with an aggregate pre-tax, grant date value of $10,000,000, with the first grant in January 2023. The January 2023 grant was prorated based on 10.5 out of 12 months of service (see “Long-Term Equity Incentives—Long-Term Incentive Awards Granted to NEOs in Fiscal Year 2023”). In addition, in fiscal year 2024, Mr. Kyncl is 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 Compensation 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.
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.
Mr. Kyncl’s employment agreement also provided for reimbursement of relocation expenses up to $500,000 (excluding a tax gross-up for any reimbursement which is taxable to him) and an additional one-time payment of $60,000.
Employment Arrangements with Stephen Cooper
As noted above, Mr. Cooper was not party to an employment agreement during fiscal year 2023. Mr. Cooper’s employment terms with the Company during fiscal year 2023 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, to 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 2023”).
As described above, on January 31, 2023, Mr. Cooper retired from the Company and resigned 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, the Company entered into a separation and consulting agreement with Mr. Cooper. Under the agreement, Mr. Cooper received continued payment of his previous base salary of $3,000,000 through the end of fiscal year 2023, and was entitled to receive 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 equity awards under our Omnibus Incentive Plan in respect of fiscal years 2022 and 2023 in January 2023 and January 2024, respectively (see “Long-Term Equity Incentives—Long-Term Incentive Awards Granted to NEOs in Fiscal Year 2023” and “Long-Term Equity Incentives—Long-Term Incentive Awards Granted to NEOs in Fiscal Year 2024” above). Each of these two awards consisted 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
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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 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 2023.
Employment Agreement with Eric Levin
During fiscal year 2023, 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 2023 was $1,000,000 and his target bonus was $1,000,000; and
(3)
Mr. Levin was eligible for an annual grant of long-term incentive awards with a target value of $1,000,000 per year.
Mr. Levin’s agreement also provided that, in the event we terminate his employment for any reason other than for “cause” (as defined in his employment agreement), Mr. Levin would 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 elected to not renew his employment agreement at the end of its term, he would be paid $600,000.
Mr. Levin’s employment agreement also contained standard covenants relating to confidentiality and a one-year post-employment non-solicitation covenant.
As previously disclosed, pursuant to a separation agreement between the Company and Mr. Levin entered on May 4, 2023, Mr. Levin’s employment with the Company will continue through January 15, 2024. Following his employment, he will receive the severance benefits described above, including cash severance benefits equal to his annual base salary. From October 16, 2023 to January 15, 2024, Mr. Levin will serve as a senior advisor to the Company.
Employment Agreement with Max Lousada
On January 12, 2023, an affiliate of the Company entered into an employment agreement with Mr. Lousada, which was effective retroactively to the beginning of fiscal year 2023. Mr. Lousada’s employment agreement provided for a one-time signing bonus payment of $100,753 (£82,180), which was paid in February 2023. During fiscal year 2023, Mr. Lousada’s employment agreement provided, among other things, for the following:
(1)
the term of Mr. Lousada’s employment agreement ends on September 30, 2025, but will remain in effect indefinitely thereafter unless terminated upon six months’ notice by the Company or Mr. Lousada;
(2)
Mr. Lousada’s base salary for fiscal year 2023 was $5,037,634 (£4,109,000), and his target annual bonus was $5,037,634 (£4,109,000);
(3)
Mr. Lousada is eligible for an annual grant of long-term incentive awards with a target value of $5,000,000 per year; and
(4)
Mr. Lousada is eligible 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.
Mr. Lousada’s employment agreement also provides that, 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 $7,556,451 (£6,163,500).
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.
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Employment Agreement with Carianne Marshall
For fiscal year 2023, 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 2023 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 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.
On September 12, 2023, we entered into a new employment agreement with Ms. Marshall, which became effective on October 1, 2023, following the end of fiscal year 2023, as further described below.
Employment Agreement with Guy Moot
For fiscal year 2023, 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.
On September 12, 2023, an affiliate of the Company entered into new employment agreements with Mr. Moot and Ms. Marshall, extending the terms of their employment through March 31, 2028. Effective as of October 1, 2023, the new agreements increase the base salary for Mr. Moot from $1,750,000 to $2,187,500 and the base salary for Ms. Marshall from $1,250,000 to $1,562,500. Beginning with the Company’s 2024 fiscal year, the new agreements provide for discretionary annual long-term incentive awards having a grant date target value of $1,500,000 for each of Mr. Moot and Ms. Marshall, and increases in annual discretionary bonus targets from $1,750,000 to $2,187,500 for each of Mr. Moot and Ms. Marshall. The annual long-term incentive awards will have the same terms as those granted to other executives of the Company. All other material terms of Mr. Moot’s and Ms. Marshall’s employment remain unchanged from their previously disclosed terms.
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Outstanding Equity Awards at 2023 Fiscal Year-End
Name
Grant
Award Date
Number of Shares or Units of Stock
That Have Not Vested (#)(1)
Market Value of Shares or Units of Stock
That Have Not Vested ($)(2)
Robert Kyncl
01/04/2023
509,462
$15,997,107
Stephen Cooper
01/04/2023
203,785
$6,398,849
01/04/2022
165,796
$5,205,994
01/03/2022
214,965
$6,749,901
01/12/2021
189,856
$5,961,478
Eric Levin
01/04/2023
36,390
$1,142,646
01/04/2022
23,685
$743,709
01/04/2021
27,122
$851,631
Max Lousada
01/12/2023
145,560
$4,570,584
Carianne Marshall
01/04/2023
21,834
$685,588
01/04/2022
11,843
$371,870
01/04/2021
13,561
$425,815
Guy Moot
01/04/2023
21,834
$685,588
01/04/2022
11,843
$371,870
01/04/2021
13,561
$425,815
(1)
The number in this column for Mr. Kyncl represents a number of PSUs subject to vesting over a three year performance period, determined assuming the maximum level of performance is achieved. The numbers reported in this column for the other NEOs represent outstanding RSUs subject to vesting on the fourth anniversary of the grant date.
(2)
The amount in this column for Mr. Kyncl represents the value of his outstanding PSUs determined as of September 29, 2023, the last business day of fiscal year 2023, based on a price per share of $31.40, which was the closing price of our common stock on September 29, 2023, multiplied by the number of shares underlying the PSUs determined assuming the maximum level of performance was achieved. For the other NEOs, the amounts shown are based on a price per share of $31.40, which was the closing price of our common stock on September 29, 2023, multiplied by the number of shares underlying the RSUs.
Nonqualified Deferred Compensation
The following table provides information concerning the deferred accounts of our NEOs under the Pre-IPO Plan for fiscal year 2023:
Name
Executive
Contributions
in Last FY ($)
Registrant
Contributions
in Last FY ($)
Aggregate
Earnings in
Last FY ($)(1)
Aggregate
Withdrawals /
Distributions ($)
Aggregate
Balance at Last
FYE ($)
Max Lousada
$—
$—
$21,351,540
$—
$81,860,606
(1)
Reflects the increase in value of vested deferred equity units outstanding as of September 30, 2023 since September 30, 2022.
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, 2023 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, 2023. 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 $31.40, which was the closing price of our common stock on September 29, 2023, the last business day of fiscal year 2023.
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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 the NEOs in this instance pursuant to their employment arrangements.
Estimated Benefits upon Termination without “Cause” or Resignation for “Good Reason”
Upon termination without “cause” or resignation for “good reason,” Messrs. Kyncl, Cooper, Lousada and Moot and Ms. Marshall were entitled to contractual severance benefits payable on termination plus, in the case of Mr. Kyncl, Ms. Marshall and Mr. Moot, a pro-rated annual bonus for the year of termination and, in the case of Mr. Kyncl, a severance payment of $15,000,000, and 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. Upon a termination without “cause,” Mr. Levin was entitled to contractual severance benefits payable on termination and a portion of his annual target bonus, pro-rated in good faith for the year of his termination.
The terms of the RSU awards granted to our NEOs (other than Mr. Kyncl) 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 award 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 award 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 (and, in the case of awards granted prior to fiscal year 2022, the Company’s consent), all of the participant’s outstanding unvested RSUs 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 RSU 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.
The terms of the PSUs granted to Mr. Kyncl provide that, if Mr. Kyncl’s, and the options to which Mr. Kyncl is entitled to be granted during fiscal year 2024, 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 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. 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.
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
Equity Awards(4)(5)
Benefits(6)
Total
Robert Kyncl
$15,000,000
$2,289,610
$4,303,222
$21,592,832
Stephen Cooper
$24,316,223
$24,316,223
Eric Levin
$1,000,000
$1,020,400
$1,115,443
$3,135,843
Max Lousada(7)
$7,556,451
$81,860,606
$841,538
$90,258,595
Carianne Marshall
$1,562,500
$2,351,300
$578,767
$4,492,567
Guy Moot
$2,625,000
$2,351,300
$578,767
$75,000
$5,630,067
(1)
For Messrs. Kyncl, Levin, Lousada and Moot and Ms. Marshall, the amount represents the severance payable to them on such a qualifying termination.
(2)
For Messrs. Kyncl, Levin and Moot and Ms. Marshall, represents the actual fiscal year 2023 annual bonus paid assuming the Company in its good-faith discretion determined to pay that amount.
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(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 (or, in the case of Mr. Kyncl, PSUs) that would accelerate on a termination of employment without “cause” or by the NEO for “good reason” on September 29, 2023, the last business day of fiscal year 2023, based on a price per share of $31.40, 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 as of September 30, 2023, 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 equity based on the portion of the vesting period that had elapsed as of September 30, 2023. Upon an NEO’s termination by the Company without “cause” or by the NEO for “good reason,” unvested FY 2023 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 amount reported for Mr. Moot reflects the value of relocation benefits payable in the event his employment is terminated by the Company without “cause” or by the NEO for “good reason.”
(7)
The amounts reported for Mr. Lousada have been converted from British pound sterling to U.S. dollars using a conversion factor of 1.226.
Estimated Benefits in Connection with a Change in Control
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 employment without “cause” or for “good reason” within 12 months following the change in control. Upon a change in control of the Company, the PSUs granted to Mr. Kyncl will be converted into a number of time-vesting awards based on achievement of the performance goals applicable to the PSUs as of the close of the last trading day on or before the change in control, which will become vested on the original vesting date subject to Mr. Kyncl’s continued employment. 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, 2023 in which these awards were not assumed or replaced by economically equivalent awards, the outstanding awards would have accelerated fully as of the date of the change in control, resulting in benefit amounts of $15,997,107 for Mr. Kyncl, $24,316,223 for Mr. Cooper, $4,570,584 for Mr. Lousada, $2,737,986 for Mr. Levin, $1,483,273 for Ms. Marshall and $1,483,273 for Mr. Moot.
Mr. Lousada was also entitled to payments upon a change in control in respect of the amounts deferred under the Pre-IPO Plan.
Name
Value of Deferred
Compensation(1)
Acceleration of
Profits Interests
Value of Deferred
Compensation(1)
Max Lousada
$81,860,606
$—
$81,860,606
(1)
Represents the value of Mr. Lousada’s deferred equity units that were vested and outstanding on September 30, 2023, based on a price per share of $31.40, which was the closing price of our common stock on September 29, 2023, the last business day of fiscal year 2023.
Upon a change of control of the Company and upon certain sales of shares of our common stock underlying Profits Interests and vested equity units of Management LLC, distributions will be made in respect of Profits Interests (to the extent of their liquidation value) and Management LLC units.
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. The PSUs held by Mr. Kyncl would vest following the grantee’s death based on actual achievement at the end of the performance period, pro rated by the number of months employed in the three-fiscal year performance period plus an additional 12 months. 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.
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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 2023 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
RSUs(3)
Acceleration of
PSUs(4)
Total
Robert Kyncl
$15,997,107
$15,997,107
Stephen Cooper
$24,316,233
$24,316,223
Eric Levin
$2,737,986
$2,737,986
Max Lousada(5)
$81,860,606
$4,570,584
$86,431,190
Carianne Marshall
$2,351,300
$1,483,273
$3,834,573
Guy Moot
$2,351,300
$1,483,273
$3,834,573
(1)
For Ms. Marshall and Mr. Moot, represents the actual fiscal year 2023 annual bonus paid assuming the Company in its good-faith discretion determined to pay that amount.
(2)
Represents the value of deferred equity units that were vested and outstanding on September 30, 2023, based on a price per share of $31.40, which was the closing price of our common stock on September 29, 2023, the last business day of fiscal year 2023.
(3)
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, 2023 based on a price per share of $31.40, which was the closing price of our common stock on September 29, 2023, the last business day of fiscal year 2023.
(4)
Reflects the value of unvested PSUs that would accelerate upon the NEO’s termination of employment as a result of death or disability on September 30, 2023, resulting in the maximum level of achievement, based on a price per share of $31.40, which was the closing price of our common stock on September 29, 2023, the last business day of fiscal year 2023.
(5)
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.
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 their employment agreements, we generally would have “cause” to terminate the employment of Mr. Kyncl, Mr. Moot or Ms. Marshall in any of the following circumstances: the NEO’s (1) willful or intentional act or omission having the foreseeable effect of injuring, to an extent that is not de minimis, the reputation, business, business relationships or employment relationships of Company or its affiliates; (2) conviction of a felony or a misdemeanor involving theft, fraud, forgery, embezzlement or the sale or possession of illicit substances; (3) breach of any material representation, warranty or covenant contained in the employment agreement; (4) violation of Company policies; and (5) repeated or continuous failure, neglect or refusal to perform material duties under the employment agreement.
Under the terms of his employment agreement as in effect during fiscal year 2023, we generally would have “cause” to terminate Mr. Lousada’s employment 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 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.
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Under the terms of his employment agreement, we generally would have “cause” to terminate Mr. Levin’s employment in any of the following circumstances: (1) repeated and continual refusal to perform his 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 covenants in his 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”
Our employment agreement with Mr. Kyncl provides that he generally would have “good reason” to terminate employment in any of the following circumstances: (1) if we materially reduce his title, authority or responsibilities; (2) if we fail to pay amounts due under the employment agreement, including the annual grant of PSUs; (3) if we relocate him beyond a specified area; (4) if we require him to report to anyone other than the Board; or (5) if we assign the Company’s obligations under the employment agreement to a non-affiliate.
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. Each of our NEO’s employment agreements, as well as the award agreements under our Omnibus Incentive Plan, 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 2023.
Our non-employee director compensation program for fiscal year 2023 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: $5,000
Directors are also entitled to reimbursement of their expenses incurred in connection with travel to meetings. In addition, the Company reimburses directors for fees paid to attend director education events.
Non-employee directors who are affiliated with Access will not be entitled to compensation for service as a director or committee member during any period in which Access owns more than 50% of the value of the Company’s outstanding equity.
Fiscal Year 2023 Director Compensation Table
Name
Fees Earned
or Paid in
Cash ($)
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
$165,000
$255,000