DEF 14A of Warner Music Group Corp., Jan 18, 2024

DEF 14A of Warner Music Group Corp.

Filed Jan 18, 2024 · FY20230001140361-24-002637

Open on EDGAR

  1. Election of Directors

    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.

  2. The Board of Directors

    The Board of Directors

  3. Nominees for Election as Directors for a Term Expiring in 2025

    Nominees for Election as Directors for a Term Expiring in 2025

  4. Nominees for Election as Directors for a Term Expiring in 2025

    | | 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. |

  5. Nominees for Election as Directors for a Term Expiring in 2025

    | | 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. |

  6. Nominees for Election as Directors for a Term Expiring in 2025

    | | 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. |

  7. Nominees for Election as Directors for a Term Expiring in 2025

    | | 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. | | | 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. |

  8. Nominees for Election as Directors for a Term Expiring in 2025

    | | 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. |

  9. Nominees for Election as Directors for a Term Expiring in 2025

    | | 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. |

  10. Nominees for Election as Directors for a Term Expiring in 2025

    | | 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). |

  11. Nominees for Election as Directors for a Term Expiring in 2025

    | | 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. |

  12. Nominees for Election as Directors for a Term Expiring in 2025

    | | 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. |

  13. Nominees for Election as Directors for a Term Expiring in 2025

    | | 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. |

  14. Components of Executive Compensation

    | • | Discretionary or target annual cash bonus; |

  15. Components of Executive Compensation

    | • | Discretionary or target annual equity incentive award; |

  16. Components of Executive Compensation

    | • | Severance payable upon a qualifying termination of employment; and |

  17. Annual Cash Bonus

    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 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.

  18. Long-Term Equity Incentives

    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. 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:

  19. Long-Term Equity Incentives

    | 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 |

  20. Long-Term Equity Incentives

    | (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. |

  21. Long-Term Equity Incentives

    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.” 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:

  22. Long-Term Equity Incentives

    | 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 |

  23. Long-Term Equity Incentives

    | (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. |

  24. Long-Term Equity Incentives

    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 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.

  25. Tax Deductibility of Compensation and Other Tax Considerations

    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. 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.

  26. Summary Compensation Table

    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.

  27. Summary Compensation Table

    | 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 |

  28. Summary Compensation Table

    | (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.” |

  29. Summary Compensation Table

    | (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. |

  30. Summary Compensation Table

    | (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. |

  31. Summary Compensation Table

    | (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. |

  32. Summary Compensation Table

    | (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. |

  33. Summary Compensation Table

    | (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. |

  34. Fiscal Year 2023 Grants of Plan-Based Awards Table

    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.”

  35. Fiscal Year 2023 Grants of Plan-Based Awards Table

    | | | | 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 |

  36. Fiscal Year 2023 Grants of Plan-Based Awards Table

    | (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. |

  37. Outstanding Equity Awards at 2023 Fiscal Year-End

    Outstanding Equity Awards at 2023 Fiscal Year-End

  38. 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 |

  39. Outstanding Equity Awards at 2023 Fiscal Year-End

    | (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. |

  40. Outstanding Equity Awards at 2023 Fiscal Year-End

    | (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. |

  41. Nonqualified Deferred Compensation

    Nonqualified Deferred Compensation The following table provides information concerning the deferred accounts of our NEOs under the Pre-IPO Plan for fiscal year 2023:

  42. Nonqualified Deferred Compensation

    | 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 |

  43. Nonqualified Deferred Compensation

    | (1) Reflects the increase in value of vested deferred equity units outstanding as of September 30, 2023 since September 30, 2022. |

  44. Potential Payments upon Termination or Change In Control

    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.

  45. Estimated Benefits upon Termination without “Cause” or Resignation for “Good Reason”

    | 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 |

  46. DIRECTOR COMPENSATION

    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.

  47. DIRECTOR COMPENSATION

    | 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 |

  48. DIRECTOR COMPENSATION

    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

  49. DIRECTOR COMPENSATION

    | 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 | — | — | — | — | $420,000 | | Lincoln Benet | — | — | — | — | — | — | — | | Alex Blavatnik | — | — | — | — | — | — | — | | Len Blavatnik | — | — | — | — | — | — | — | | Valentin Blavatnik | — | — | — | — | — | — | — | | Mathias Döpfner | $105,000 | $175,000 | — | — | — | — | $280,000 | | Noreena Hertz | $110,000 | $175,000 | — | — | — | — | $285,000 | | Nancy Dubuc | $120,000 | $175,000 | — | — | — | — | $295,000 | | Ynon Kreiz | $110,000 | $175,000 | — | — | — | — | $285,000 | | Ceci Kurzman | $110,000 | $175,000 | — | — | — | — | $285,000 | | Donald A. Wagner | — | — | — | — | — | — | — |

  50. DIRECTOR COMPENSATION

    | (1) The amounts reported in the “Stock Awards” column reflects the aggregate grant date fair value of awards granted under our Omnibus Incentive Plan, computed in accordance with FASB ASC Topic 718. |

  51. DIRECTOR COMPENSATION

    Thomas H. Lee, who resigned from our Board in 2021, continued to serve as Director Emeritus to the Company for a portion of fiscal year 2023. Mr. Lee’s compensation for his service as Director Emeritus during fiscal year 2023 consisted of cash payments of $20,090. Stock Ownership We have implemented a stock ownership policy under which our non-employee directors who are not affiliated with Access are required to hold four times the value of their annual cash retainer in Company stock (which includes unvested restricted stock). The directors are required to retain 100% of any net shares (after the payment of taxes) received as compensation until the ownership requirement is achieved.

  52. CEO PAY RATIO

    CEO PAY RATIO As required by Section 953(b) of the Dodd-Frank Wall Street Reform and Consumer Protection Act, and Item 402(u) of Regulation S-K, we are providing the following information about the relationship of the annual total compensation of our employees and the annual total compensation of our CEO: To determine the estimated ratio of CEO pay to median employee pay in accordance with Item 402(u) of Regulation S-K, we considered our entire global employee population of approximately 5,900 employees who were on the payroll as of September 30, 2023. We then used base salary paid during fiscal year 2023 as the form of compensation to determine our median employee. We identified our median employee, whose total compensation, calculated in accordance with the rules applicable to the Summary Compensation Table as provided in Item 402(u)(2) of Regulation S-K, was $62,200 in fiscal year 2023 (this amount was converted from Chinese yuan to U.S. dollars using a conversion factor of 0.142). The CEO pay used for purposes of calculating this pay ratio is $20,426,385, which is the annual total compensation of our CEO as reported in the Summary Compensation Table. As a result, the reasonable estimated ratio of CEO pay to median employee pay, calculated in a manner consistent with Item 402(u) of Regulation S-K is 328 to 1. The SEC’s pay ratio disclosure rules permit the use of estimates, assumptions and adjustments. As such, the pay ratio reported by other companies may not be comparable to the pay ratio reported above. Pay ratios vary from one company to another due to a variety of factors, including differences in the geographic distribution of their workforces, the breadth of work functions performed by company employees, and the relative share of salaried versus hourly employees.

  53. PAY VERSUS PERFORMANCE

    PAY VERSUS PERFORMANCE In accordance with SEC rules, this section presents information about the relationship between the compensation paid to our executives and certain Company financial performance metrics. For information about the Company’s compensation philosophy and objectives, please refer to the compensation discussion and analysis above, under the heading “Executive Compensation Objectives and Philosophy.”

  54. PAY VERSUS PERFORMANCE

    | | Summary Compensation Table Total for PEO | | Compensation Actually Paid to PEO | | Average Summary Compensation Table Total for Non-PEO NEOs(2) | Average Compensation Actually Paid to Non-PEO NEOs(3) | Value of Initial Fixed $100 Investment Based On: | | Net Income (millions)(5) | Adjusted OIBDA (millions)(6) | | Year | Mr. Cooper(1) | Mr. Kyncl(1) | Mr. Cooper(3) | Mr. Kyncl(3) | | | WMG Total Shareholder Return | Peer Group Total Shareholder Return(4) | | | | 2023 | $18,006,190 | $20,426,385 | $21,638,202 | $21,075,967 | $7,848,931 | $7,843,724 | $111 | $133 | $439 | $1,235 | | 2022 | $19,075,148 | $— | $12,523,840 | $— | $5,896,608 | $5,606,281 | $95 | $92 | $555 | $1,149 | | 2021 | $10,670,683 | $— | $10,004,288 | $— | $5,348,178 | $5,273,999 | $149 | $164 | $307 | $1,018 |

  55. PAY VERSUS PERFORMANCE

    | (1) Reflects the amount of total compensation reported in the Summary Compensation Table (“SCT”) for our Principal Executive Officer (“PEO”) for the applicable year. See “Director and Executive Compensation—Summary Compensation Table.” |

  56. PAY VERSUS PERFORMANCE

    | (2) Reflects the average of the total compensation reported in the SCT for the Company’s NEOs as a group (excluding the PEOs) for the applicable year. The NEOs included in this calculation for 2021 are Eric Levin, Max Lousada, Carianne Marshall, and Guy Moot. The NEOs included in this calculation for 2022 are Eric Levin, Louis Dickler, Max Lousada, Carianne Marshall, and Guy Moot. The NEOs included in this calculation for 2023 are Eric Levin, Max Lousada, Carianne Marshall, and Guy Moot. See “Director and Executive Compensation—Summary Compensation Table.” |

  57. PAY VERSUS PERFORMANCE

    | (3) Amounts reported in this column represent the amount of compensation actually paid (“CAP”) to the PEO or the non-PEO NEOs, as applicable, computed in accordance with Item 402(v) of Regulation S-K. The dollar amounts do not reflect the actual amount of compensation earned by or paid during the applicable year. In accordance with the requirements of Item 402(v) of Regulation S-K, the CAP reported for the PEOs and the non-PEO NEOs reflects the following adjustments to the total compensation reported in the SCT to determine the applicable CAP: |

  58. PAY VERSUS PERFORMANCE

    | SCT to CAP Reconciliation | 2023 | | | 2022 | | | 2021 | | | | | PEO | | Average Non-PEO NEOs | PEO | | Average Non-PEO NEOs | PEO | | Average Non-PEO NEOs | | | Mr. Cooper | Mr. Kyncl | | Mr. Cooper | Mr. Kyncl | | Mr. Cooper | Mr. Kyncl | | | Reported SCT Total Compensation: | $18,006,190 | $20,426,385 | $7,848,931 | $19,075,148 | $— | $5,896,608 | $10,670,683 | $— | $5,348,178 | | Value of RSUs and PSUs reported in SCT | $(15,006,190) | $(15,347,525) | $(1,984,365) | $(16,075,148) | $— | $(447,697) | $(6,627,873) | $— | $(499,994) | | Year-end fair value of unvested RSUs and PSUs granted in the current fiscal year | $6,398,849 | $15,997,107 | $1,771,101 | $11,955,895 | $— | $329,376 | $5,961,478 | $— | $425,815 | | Year-over-year difference of year-end fair values for unvested awards granted in prior years | $4,673,353 | $— | $208,057 | $(2,432,055) | $— | $(172,006) | | $— | $— | | Fair value as of the vesting date for awards that are granted and vest in the same covered fiscal year. | $7,566,000 | | | | | | | | | | CAP: | $21,638,202 | $21,075,967 | $7,843,724 | $12,523,840 | $— | $5,606,281 | $10,004,288 | $— | $5,273,999 |

  59. PAY VERSUS PERFORMANCE

    | (4) Represents the weighted peer group total shareholder return (“TSR”), weighted according to the respective companies’ stock market capitalization at the beginning of each period for which a return is indicated. The peer group used for this purpose is the S&P 500 Media & Entertainment Index. |

  60. PAY VERSUS PERFORMANCE

    | (5) Reflects “Net Income” in the Company’s Consolidated Financial Statements included in the Company’s Form 10-K for the applicable fiscal year. |

  61. PAY VERSUS PERFORMANCE

    | (6) We evaluate our operating performance based on several factors, including our primary financial measure of operating income (loss) before non-cash depreciation of tangible assets and non-cash amortization of intangible assets, adjusted to exclude the impact of certain items that affect comparability including but not limited to gains or losses on divestitures and expenses related to restructuring, transformation initiatives and non-cash stock-based compensation and other related expenses (“Adjusted OIBDA”). We believe that Adjusted OIBDA provides relevant and useful information for investors because it clarifies our actual operating performance, makes it easier to compare our results with those of other companies in our industry and allows investors to review performance in the same way as our management. |

  62. Information about the Board Committees

    Information about the Board Committees The Board has designated five standing Board Committees to assist the Board in carrying out its duties: Audit; Compensation; Executive; Finance; and Nominating and Corporate Governance. Each of the Audit, Compensation and Nominating and Corporate Governance Committees has a Board-approved written charter, which describes that Committee’s role and responsibilities. Current, printable copies of the charters of the Audit, Compensation and Nominating and Corporate Governance Committees, are posted on our website at https://investors.wmg.com/corporate-governance/committee-composition. The Committee Chairs approve the meeting agendas for their respective Committees. Each Committee regularly reports on the matters discussed during its meetings to the full Board and presents recommendations on actions requiring Board approval. On an annual basis, each Committee will conduct an evaluation of its performance and will review the adequacy of and propose changes to its charter for Board approval. The process for annual evaluation is considered and determined each year by the Nominating and Corporate Governance Committee and generally includes a review of significant Board and Committee matters over the past year, discussions held in executive sessions regarding Board and Committee performance and development of an action plan for future implementation. From time to time, the Nominating and Corporate Governance Committee may engage an external third-party resource to facilitate the annual evaluation. Each Committee has full authority to retain, at the Company’s expense, independent advisors or consultants. The table below provides additional information about the Committees, including their composition, number of meetings held in fiscal year 2023 and their primary roles and responsibilities, including their roles in the oversight of risk management.

  63. Information about the Board Committees

    | Audit Committee | | | Members: | | | Nancy Dubuc (Chair) | | | Noreena Hertz | | | Ynon Kreiz | | | All Audit Committee members are independent under applicable Exchange Act and Nasdaq rules and regulations. In addition, each Audit Committee member is “financially literate” under Nasdaq rules and regulations. The Board has determined that all Audit Committee members are “audit committee financial experts” under SEC rules and regulations. | | | Number of Meetings in fiscal year 2023: 4 | | | Key Roles and Responsibilities: | | | • | Oversee the quality and integrity of our financial statements; | | • | Review the qualifications, independence and performance of our independent auditor; | | • | Assist in the evaluation and management of the Company’s financial risks; | | • | Assist with our accounting, financial and external reporting policies and practices; | | • | Oversee the performance of our internal audit function; | | • | Maintain our compliance with legal and regulatory requirements, including without limitation any requirements promulgated by the Public Company Accounting Oversight Board and the Financial Accounting Standards Board; and | | • | Prepare the report of the Audit Committee required to be included in our annual proxy statement. | | Role in Risk Oversight | | | The Audit Committee’s role in risk oversight includes oversight of the integrity of the Company’s financial statements, internal controls and legal and regulatory compliance. | | | Compensation Committee | | | Members: | | | Lincoln Benet (Chair) | | | Val Blavatnik | | | Mathias Döpfner | | | Ceci Kurzman | | | As a controlled company, we are not required to have a fully independent Compensation Committee. Mr. Döpfner and Ms. Kurzman are the independent members of the Compensation Committee. | | | Number of Meetings in fiscal year 2023: 2 | | | Key Roles and Responsibilities: | | | • | Be responsible for general oversight of compensation and compensation-related matters; | | • | Prepare any report on executive compensation required by the rules and regulations of the SEC for inclusion in our annual proxy statement; and | | • | Take such other actions relating to our compensation and benefits structure as the Compensation Committee deems necessary or appropriate. |

  64. Information about the Board Committees

    | Role in Risk Oversight | | | The Compensation Committee’s role in risk oversight includes oversight of compensation and other related matters. | | | Executive Committee | | | Members: | | | Michael Lynton (Chair) | | | Len Blavatnik | | | Val Blavatnik | | | Lincoln Benet | | | Nancy Dubuc | | | Donald A. Wagner | | | Number of Meetings in fiscal year 2023: 0 | | | Key Roles and Responsibilities | | | • | Exercise the authority of the Board in oversight of the Company between meetings of the Board to the fullest extent permitted by applicable law. | | Finance Committee | | | Members: | | | Donald A. Wagner (Chair) | | | Michael Lynton | | | Robert Kyncl | | | Number of Meetings in fiscal year 2023: 0 (The Finance Committee or a subcommittee thereof acted numerous times during fiscal year 2023 by unanimous written consent) | | | Key Roles and Responsibilities | | | • | Assist the Board in fulfilling its oversight of management’s responsibilities with respect to financial matters and the Company’s capital structure, including declaration of dividends and strategies that bear upon our long-term financial sustainability. | | Role in Risk Oversight | | | The Finance Committee oversees risks related to liquidity and capital management. | | | Nominating and Corporate Governance Committee | | | Members: | | | Lincoln Benet (Chair) | | | Noreena Hertz | | | Ynon Kreiz | | | Ceci Kurzman | | | Donald A. Wagner | |

  65. Information about the Board Committees

    | As a controlled company, we are not required to have a fully independent Nominating and Corporate Governance Committee. Mr. Kreiz and Mses. Hertz and Kurzman are the independent members of the Nominating and Corporate Governance Committee. | | | Number of Meetings in fiscal year 2023: 2 | | | Key Roles and Responsibilities | | | • | Identify individuals qualified and suitable to become members of the Board and recommend to the Board the director nominees for each annual meeting of stockholders; | | • | Develop and recommend to the Board a set of corporate governance principles applicable to us; | | • | Oversee and guide environmental, social and governance (“ESG”) matters; and | | • | Take a leadership role in shaping our corporate governance policies. | | Role in Risk Oversight | | | The Nominating and Corporate Governance Committee oversees risks related to Board governance, succession planning for the Board and its Committees and the Company’s corporate governance framework. | |