DEF 14A of Warner Music Group Corp., Jan 21, 2025

DEF 14A of Warner Music Group Corp.

Filed Jan 21, 2025 · FY20240001140361-25-001453

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 2026 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 2026 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 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 2026

    Nominees for Election as Directors for a Term Expiring in 2026

  4. Nominees for Election as Directors for a Term Expiring in 2026

    | | Robert Kyncl Age: 54 Director since: 2023 Committee memberships: Finance Professional Experience: Mr. Kyncl joined the Company on January 1, 2023 as Chief Executive Officer, and serves as 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 the administration of music IP rights, including the licensing of recorded music and music publishing rights for use on the platform. |

  5. Nominees for Election as Directors for a Term Expiring in 2026

    | | Lincoln Benet Age: 61 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 Supervisory Board of Directors for LyondellBasell Industries N.V. and a member of the boards 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 2026

    | | Len Blavatnik Age: 67 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 former Chairman of Access Industries, a privately held company headquartered in New York with investments across a range of sectors, including strategic equity, global media and entertainment, real estate, and biotechnology. 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. He made the largest single gift in Harvard Medical School's history and funded the establishment of the Blavatnik School of Government at Oxford University. Mr. Blavatnik and the Blavatnik Family Foundation are generous supporters of many of the world's leading educational, scientific, cultural and charitable institutions. He is on the Board of Governors for Tel Aviv University, serves on the Board of Trustees at Carnegie Hall, and is a member of the Board of Directors at 92NY and The Center for Jewish History. He is also a life member of the Council on Foreign Relations. Mr. Blavatnik emigrated from the Soviet Union to the U.S. in 1978 and became a U.S. citizen in 1984 and a UK citizen in 2010. In 2017, Mr. Blavatnik was knighted by Queen Elizabeth II for his service to philanthropy. He was appointed Chevalier of the French Legion d'Honneur for his support of education in 2013. 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 of Access Industries. He 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 2026

    | | Valentin (“Val”) Blavatnik Age: 27 Director since: 2023 Committee memberships: Executive, Compensation Professional Experience: Mr. Blavatnik has been a director since April 27, 2023. From 2023 to 2024, Mr. Blavatnik served as Senior Director, Business Development of Warner Chappell Music and since 2024 has served as Special Advisor to the CEO at Warner Music Group. 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. In addition, he is a member of the Executive Committee at Access Industries. 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. Mr. Blavatnik graduated cum laude with a B.A. in Cinematic Arts from the University of Southern California. He is currently pursuing his M.B.A. at Harvard University. 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. |

  8. Nominees for Election as Directors for a Term Expiring in 2026

    | | Mathias Döpfner Age: 62 Director since: 2014 Committee memberships: Compensation Professional Experience: Mr. Döpfner has served as a director since May 1, 2014. Mr. Döpfner is the Chairman, CEO and an approximately 22% shareholder of Axel Springer SE in Berlin. Axel Springer is one of the leading digital publishers in the U.S. with brands such as INSIDER, MORNING BREW and POLITICO, and the largest European media outlet with publications like WELT, BILD and UPDAY. Mr. Döpfner studied German literature, theater, and musicology in Frankfurt and Boston. He started his career as a journalist in 1982 and joined Axel Springer SE in 1998, initially as editor-in-chief of WELT. He has been CEO of Axel Springer since January 2002 and focused on the digital transformation of the company ever since. Under his leadership, Axel Springer introduced paid content models and diversified revenue streams through strategic investments. Today, over 85% of the group’s revenues come from its digital activities. Mr. Döpfner is also a member of the Board of Netflix Inc. Skills and Qualifications: Mr. Döpfner brings beneficial experience and attributes to the Board, including his extensive experience in the media industry. In addition, through his positions as Chairman and CEO of Axel Springer, he has a profound understanding of the challenges and developments of today’s business, such as content creation and monetization or distribution and digital platforms. |

  9. Nominees for Election as Directors for a Term Expiring in 2026

    | | Nancy Dubuc Age: 56 Director since: 2021 Committee memberships: Audit (chair), Executive Professional Experience: Ms. Dubuc has served as a director since July 13, 2021. Ms. Dubuc is the former Chief Executive Officer of VICE Media Group (“VICE”). Ms. Dubuc directed the expansion and transformation of VICE’s global businesses and initiated a cultural transformation driven by processes to vastly increase communication, transparency and accountability while serving as company CEO. 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. |

  10. Nominees for Election as Directors for a Term Expiring in 2026

    | | Noreena Hertz Age: 57 Director since: 2017 Committee memberships: Audit, Nominating and Corporate Governance Professional Experience: Professor Hertz has served as a director since September 15, 2017 and previously served as a director from May 1, 2014 through May 22, 2016. Professor Hertz advises some of the biggest organizations and most senior figures in the world on strategy, decision-making, ESG and global economic and geo-political macro 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 Board of Directors, Audit Committee, and Compensation Committee of the HR technology company Workhuman and on the Board of Directors and Governance and Social Responsibility Committee of 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 decision-making, risk assessment and management, globalization, innovation, the post-millennials, community building and ESG. |

  11. Nominees for Election as Directors for a Term Expiring in 2026

    | | Ynon Kreiz Age: 59 Director since: 2016 Committee memberships: Audit, Nominating and Corporate Governance Professional Experience: Mr. Kreiz has served as a director since May 9, 2016. Since May 2018, Mr. Kreiz has been the Chairman and CEO of Mattel, Inc., one of the world’s largest toy companies. From May 2013 to January 2016, Mr. Kreiz served as the Chairman and CEO of Maker Studios, a global leader in online short-form video and one of the largest content networks on YouTube. 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 56 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, the Endemol Group and Fox Kids Europe, and also as a general partner at Balderton Capital (formerly Benchmark Capital Europe). |

  12. Nominees for Election as Directors for a Term Expiring in 2026

    | | Ceci Kurzman Age: 55 Director since: 2020 Committee memberships: Compensation, Nominating and Corporate Governance Professional Experience: Ms. Kurzman has served as a director since October 1, 2020. Ms. Kurzman is the founder of Nexus Management Group, Inc., a former music talent management and current investment company. Ms. Kurzman currently serves on the Board of Directors of publicly listed companies, including Man Group plc and Lanvin Group. Ms. Kurzman recently finished twelve years as a board member at Revlon. In addition, she is a board member of various privately held companies, including United Talent Agency, FC3 and Tortoise media. An accomplished investor and entrepreneur, Ms. Kurzman also achieved numerous business and marketing successes as a music executive at BMG 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 20 years of experience in the entertainment industry includes overseeing music labels and building the careers of music talent. She also has extensive experience investing in, growing/managing and overseeing companies from consumer products to sports to technology. Taken as a whole, her business experience gives her the qualifications and skills to serve as a director of the Company. |

  13. Nominees for Election as Directors for a Term Expiring in 2026

    | | Michael Lynton Age: 64 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. Mr. Lynton has also served on the board 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. |

  14. Nominees for Election as Directors for a Term Expiring in 2026

    | | Donald A. Wagner Age: 61 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 NYSE-listed RSC Holdings from November 2006 until August 2009. Mr. Wagner graduated summa cum laude with an A.B. in physics from Harvard College. Skills and Qualifications: Mr. Wagner brings deep experience and valuable 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 has extensive experience in advising and managing publicly traded and privately held enterprises and has significant expertise with corporate finance and strategic business planning activities. |

  15. Role of the Compensation Committee

    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, but did not do so during fiscal year 2024. 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 2024, 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) plan and deferred compensation plans, basic life insurance and accidental death insurance coverage. Additionally, Mr. Lousada participated in our defined contribution pension scheme for our U.K. employees, and he also received a car allowance and was reimbursed for certain tax preparation costs. For fiscal year 2024, 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 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.

  16. Components of Executive Compensation

    | • | Discretionary or target annual cash bonus; |

  17. Components of Executive Compensation

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

  18. Components of Executive Compensation

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

  19. 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 2024, Mr. Kyncl had an annual target bonus amount of $3,000,000, Mr. Castellani had an annual target bonus amount of $1,100,000, Mr. Lousada had an annual target bonus amount of $5,210,212 (£4,109,000), Ms. Marshall had an annual target bonus amount of $2,187,500, and Mr. Moot had an annual target bonus amount of $2,187,500, in each case as set forth in the NEO’s employment agreement. 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. In connection with his departure, Mr. Levin received a pro rata portion of his annual target bonus of $1,000,000 pursuant to the terms of his employment agreement. The amounts of the annual bonuses for fiscal year 2024 are set forth below under the “Bonus” column in the Summary Compensation Table. Mr. Kyncl’s annual bonus was determined by the Compensation Committee. For the annual bonuses for Messrs. Castellani, 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 2024 bonuses are discussed in more detail below. Mr. Levin’s annual bonus was prorated for his partial year of service during fiscal year 2024, in accordance with the terms of his employment agreement, as further described below. For fiscal year 2024, after considering the factors described above and management’s recommendations, the Compensation Committee determined that the annual bonuses for Messrs. Kyncl, Castellani, Lousada, Moot, and Ms. Marshall would be set at amounts equal to $3,102,300, $1,337,510, $5,587,284, $2,322,031, and $2,322,031, 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. Castellani’s annual bonus upon the recommendation of our CEO 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 2024 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.

  20. 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 2024 In January 2024, the Compensation Committee made grants of long-term incentives under our Omnibus Incentive Plan to our NEOs, referred to below as the “FY 2024 Awards.” Under his employment agreement as in effect during fiscal year 2024, Mr. Kyncl was entitled to receive an annual grant of performance share units (“PSUs”) having a target value of $10,000,000 determined based on the average closing share price of our common stock for the six months preceding the grant date. Accordingly, the FY 2024 Awards granted to Mr. Kyncl consist of 310,849 PSUs, representing an aggregate pre-tax value of $10,000,000 at “target” levels of achievement based on a price per share of $32.17, which was the average closing price per share of our common stock over the six months 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 0-621,697 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 TKO Group Holdings, Inc. (successor to World Wrestling Entertainment, Inc.). The number of shares earned will be 200% of the target amount (621,697 shares) if our cumulative TSR is at or above the 75th percentile of the comparison group, 100% of the target amount (310,849 shares) if our TSR is at the 50th percentile of the comparison group, and 50% of the target amount (155,424 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 bankruptcy, merger, or other events affecting the composition of the comparison group, the Compensation Committee may make adjustments as necessary 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 2024 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 2024 (the “FY 2024 RSUs”) 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. 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 2024 Awards granted to our NEOs other than Mr. Kyncl consisted of the number of RSUs set forth in the following table:

  21. Long-Term Equity Incentives

    | Name | RSUs | Grant Date Fair Value of RSUs | | Bryan Castellani | 68,387 | $2,340,887 | | 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 |

  22. Long-Term Equity Incentives

    Long-Term Incentive Awards Granted to NEOs in Fiscal Year 2025 On January 2, 2025, the Company entered into an amendment to Mr. Kyncl’s employment agreement. The amendment provides that, beginning with the Company’s 2025 fiscal year, in lieu of an annual PSU Award (as described above under “Long-Term Incentive Awards Granted to NEOs in Fiscal Year 2024”), Mr. Kyncl will receive an annual grant of RSUs having a target value of $10,600,000. The actual award value will be determined each year by the Board in its sole discretion based on factors including the strength of Mr. Kyncl’s performance and the performance of the Company. The grant date value of any annual Award of RSUs may be higher or lower than the target, and will be determined by the Board in its sole discretion based on factors including the strength of Mr. Kyncl’s performance and the performance of Company. The terms and conditions of each RSU award will be consistent with the RSUs granted to the Company’s other senior executives, unless otherwise agreed with Mr. Kyncl and approved by Compensation Committee. In January 2025, following the end of fiscal year 2024, the Compensation Committee made grants of long-term incentives to certain of our NEOs, referred to below as the “FY 2025 Awards.” The FY 2025 Awards consist of RSUs having terms substantially consistent with the FY 2024 RSUs. The FY 2025 Awards granted to our NEOs consisted of the number of RSUs set forth in the following table:

  23. Long-Term Equity Incentives

    | Name | RSUs | Grant Date Fair Value of RSUs | | Robert Kyncl | 344,156 | $10,675,719 | | Bryan Castellani | 76,857 | $2,384,104 | | Carianne Marshall | 48,701 | $1,510,705 | | Guy Moot | 48,701 | $1,510,705 |

  24. Long-Term Equity Incentives

    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 2024, one of our NEOs (Mr. Lousada) participated in the Pre-IPO Plan. 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 continued to hold deferred equity units, representing the right to receive shares of the Company’s Class A Common Stock, and vested Profits Interests (as defined below) earned under the Pre-IPO Plan prior to fiscal year 2024, 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”). These Profits Interests represented an economic entitlement to future appreciation in our common stock above the fair market value on the grant date. All of Mr. Lousada’s outstanding and vested Profits Interests were redeemed with shares of our common stock during fiscal year 2024 in accordance with their previously disclosed terms. His outstanding and vested deferred equity units will be settled in shares of our common stock by no later than December 31, 2025, also in accordance with their terms. Dividend Equivalents On each of December 1, 2023, March 1, 2024, June 3, 2024 and September 4, 2024, we paid a cash dividend to our stockholders on all of the issued and outstanding shares of our common stock. In fiscal year 2024, 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 Profits Interests and deferred equity units 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 Financial Accounting Standards Board Accounting Standards Codification Topic 718 (“FASB ASC 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 2024, 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 2024, 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 $13,800 in 2024, whichever is less. Employees can contribute up to the maximum IRS pre-tax deferral of $23,000 in 2024 (with a catch up of $7,500 in 2024 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 2024, Mr. Lousada. Perquisites We generally do not provide perquisites to our NEOs, although, in fiscal year 2024, 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 2024. 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 | 2024 | $2,000,000 | $3,102,300 | $13,518,806 | — | — | $11,500 | $18,632,606 | | | 2023 | $2,000,000 | $2,289,610 | $15,347,525 | — | — | $789,250 | $20,426,385 | | Bryan Castellani CFO | 2024 | $1,100,000 | $2,437,510 | $2,340,887 | — | — | $15,308 | $5,893,705 | | Eric Levin Former Chief Financial Officer | 2024 | $350,000 | $259,938 | $989,315 | — | — | $782,711 | $2,381,964 | | | 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 | $3,069,738 | | Max Lousada(6) Former CEO, Warner Recorded Music | 2024 | $5,210,212 | $5,587,284 | $5,320,164 | — | — | $1,980,340 | $18,098,000 | | | 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 | | Carianne Marshall Co-Chair and COO, Warner Chappell Music | 2024 | $1,562,500 | $2,322,031 | $1,596,042 | — | — | $11,500 | $5,492,073 | | | 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 | | Guy Moot Co-Chair and CEO, Warner Chappell Music | 2024 | $2,187,500 | $2,322,031 | $1,596,042 | — | — | $13,266 | $6,118,839 | | | 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 | $4,790,207 |

  28. Summary Compensation Table

    | (1) For Mr. Levin, the amount reported for 2024 reflects his salary paid through his separation date on October 16, 2023, as well as payment for consulting services he provided to the Company from October 16, 2023 to January 15, 2024. See “Summary of NEO Employment Arrangements—Employment Agreement with Eric Levin.” |

  29. Summary Compensation Table

    | (2) For fiscal year 2024, represents discretionary cash bonuses for each of our NEOs. See “Components of Executive Compensation—Annual Cash Bonus.” For Mr. Levin, the amount represents a pro rata portion of his annual target bonus of $1,000,000 for his partial year of service during fiscal year 2024 pursuant to the terms of his employment agreement. In addition, for Mr. Castellani, the amount reported includes a one-time signing bonus payment of $1,100,000. See “Summary of NEO Employment Arrangements—Employment Agreement with Bryan Castellani.” |

  30. Summary Compensation Table

    | (3) The amounts reported in the “Stock Awards” column reflect the aggregate grant date fair value of the FY 2022, FY 2023 and FY 2024 Awards, respectively. The amounts in this column are computed in accordance with FASB ASC Topic 718. See Note 14 of the consolidated financial statements in the Company’s Annual Report on Form 10-K for fiscal year 2024 for additional detail regarding assumptions underlying the valuation of equity awards. |

  31. Summary Compensation Table

    | (4) The amount reported in the Non-Equity Incentive Plan Compensation for Mr. Lousada reflects his 2022 free cash flow bonus amount under the Pre-IPO Plan, which was paid in cash. |

  32. Summary Compensation Table

    | (5) Fiscal year 2024 includes 401(k) matching contributions of $11,500 for Mr. Kyncl, $15,308 for Mr. Castellani, $11,500 for Ms. Marshall and $10,096 for Mr. Moot, and defined contribution pension contributions of $12,680 (£10,000) for Mr. Lousada. For Mr. Levin, fiscal year 2024 includes severance benefits representing a pro-rata portion of his annual base salary of $1,000,000 which is payable in equal installments over a 1-year period commencing at the end of his consulting services on January 15, 2024. Additionally, fiscal year 2024 for Mr. Lousada includes $1,881,843 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, a car allowance of $19,020 (£15,000) and an employer life assurance contribution of $1,475 (£1,163) as well as employer contributions with respect to private medical insurance of $61,145 (£48,222) and income protection. Messrs. Lousada and Moot were also reimbursed for certain tax preparation costs. During fiscal year 2024, Messrs. Castellani, Levin, Lousada and Moot and Ms. Marshall also received $35,561, $53,289, $181,257, $56,840 and $56,840, 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 ASC Topic 718, these amounts are not reflected in the Summary Compensation Table. |

  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 1.268, 1.226, and 1.283 for fiscal years 2024, 2023, and 2022, respectively. |

  34. Fiscal Year 2024 Grants of Plan-Based Awards Table

    Fiscal Year 2024 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 2024. In January 2024, the Compensation Committee granted RSUs and PSUs to certain of our NEOs. See “Compensation Discussion & Analysis—Long-Term Equity Incentives.”

  35. Fiscal Year 2024 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 (#) | Maximum (#) | | | | Mr. Kyncl | 04/03/2024 | PSU | 155,424 | 310,849 | 621,697 | | $13,518,806 | | Mr. Castellani | 01/04/2024 | RSU | | | | 68,387 | $2,340,887 | | Mr. Levin | 01/04/2024 | RSU | | | | 28,902 | $989,315 | | Mr. Lousada | 01/04/2024 | RSU | | | | 155,424 | $5,320,164 | | Ms. Marshall | 01/04/2024 | RSU | | | | 46,627 | $1,596,042 | | Mr. Moot | 01/04/2024 | RSU | | | | 46,627 | $1,596,042 |

  36. Fiscal Year 2024 Grants of Plan-Based Awards Table

    | (1) The grant date fair value for the RSUs granted on January 4, 2024 is based on a price per share of $34.23, which was the closing price of our Class A Common Stock on January 4, 2024. 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 2024 Fiscal Year-End

    Outstanding Equity Awards at 2024 Fiscal Year-End

  38. Outstanding Equity Awards at 2024 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 | 04/03/2024 | 155,424 | $4,864,781 | | | 01/04/2023 | 254,731 | $7,973,071 | | Bryan Castellani | 01/04/2024 | 68,387 | $2,140,513 | | Eric Levin | 01/04/2024 | 28,685 | $897,841 | | | 01/04/2023 | 27,025 | $845,883 | | | 01/04/2022 | 11,672 | $365,334 | | | 01/04/2021 | 6,590 | $206,267 | | Max Lousada | 01/04/2024 | 155,424 | $4,864,771 | | | 01/12/2023 | 145,560 | $4,556,028 | | Carianne Marshall | 01/04/2024 | 46,627 | $1,459,425 | | | 01/04/2023 | 21,834 | $683,404 | | | 01/04/2022 | 11,843 | $370,686 | | | 01/04/2021 | 13,561 | $424,459 | | Guy Moot | 01/04/2024 | 46,627 | $1,459,425 | | | 01/04/2023 | 21,834 | $683,404 | | | 01/04/2022 | 11,843 | $370,686 | | | 01/04/2021 | 13,561 | $424,459 |

  39. Outstanding Equity Awards at 2024 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. With respect to the awards granted April 3, 2024 the number of shares was determined assuming the threshold level of performance is achieved. With respect to the awards granted January 4, 2023 the number of shares was determined assuming the target 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 2024 Fiscal Year-End

    | (2) The amount in this column for Mr. Kyncl represents the value of his outstanding PSUs determined as of September 30, 2024, the last business day of fiscal year 2024, based on a price per share of $31.30, which was the closing price of our common stock on September 30, 2024, multiplied by the number of shares underlying the PSUs determined assuming the threshold level of performance is achieved with respect to the awards granted April 3, 2024, and assuming target level of performance is achieved with respect to the awards granted January 4, 2023. For the other NEOs, the amounts shown are based on a price per share of $31.30, which was the closing price of our common stock on September 30, 2024, 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 2024:

  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 | $— | $— | ($173,802) | $— | $54,399,936 |

  43. Nonqualified Deferred Compensation

    | (1) Reflects the change in value of vested deferred equity units outstanding as of September 30, 2024 since September 30, 2023. |

  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, 2024 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, 2024. 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 $31.30, which was the closing price of our common stock on September 30, 2024, the last business day of fiscal year 2024.

  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) | Benefits(5) | Total | | Robert Kyncl | $15,000,000 | $3,102,300 | — | $3,371,892 | — | $21,474,192 | | Bryan Castellani | $1,100,000 | $1,337,510 | — | $395,577 | — | $2,833,087 | | Eric Levin | $1,000,000 | $259,938 | — | $1,514,044 | — | $2,773,982 | | Max Lousada(6) | $7,815,318 | $— | $54,399,936 | $2,879,238 | — | $65,094,492 | | Carianne Marshall | $2,343,750 | $2,322,031 | — | $1,217,029 | — | $5,882,810 | | Guy Moot | $3,281,250 | $2,322,031 | — | $1,217,029 | $75,000 | $6,895,310 |

  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 2024. Our non-employee director compensation program for fiscal year 2024 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 2024 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 | $255,004 | — | — | — | — | $420,004 | | Lincoln Benet | — | — | — | — | — | — | — | | Len Blavatnik | — | — | — | — | — | — | — | | Valentin Blavatnik | — | — | — | — | — | — | — | | Mathias Döpfner | $105,000 | $175,001 | — | — | — | — | $280,001 | | Noreena Hertz | $110,000 | $175,001 | — | — | — | — | $285,001 | | Nancy Dubuc | $120,000 | $175,001 | — | — | — | — | $295,001 | | Ynon Kreiz | $110,000 | $175,001 | — | — | — | — | $285,001 | | Ceci Kurzman | $110,000 | $175,001 | — | — | — | — | $285,001 | | 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

    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 5,800 employees who were on the payroll as of September 30, 2024. We then used base salary paid during fiscal year 2024 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 $72,592 in fiscal year 2024. The CEO pay used for purposes of calculating this pay ratio is $18,632,606 , 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 257 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: | | | | | Year | Mr. Cooper(1) | Mr. Kyncl(1) | Mr. Cooper(3) | Mr. Kyncl(3) | | | WMG Total Shareholder Return | Peer Group Total Shareholder Return(4) | Net Income (millions)(5) | Adjusted OIBDA (millions)(6) | | 2024 | $— | $18,632,606 | $— | $5,096,835 | $7,596,916 | $7,427,567 | $113 | $189 | $478 | $1,432 | | 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.” Both Stephen Cooper and Robert Kyncl served as our CEO during fiscal year 2023. |

  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. The NEOs included in this calculation for 2024 are Bryan Castellani, 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

    | | 2024 | | | 2023 | | | 2022 | | | 2021 | | | | | PEO | | Average Non-PEO NEOs | PEO | | Average Non-PEO NEOs | PEO | | Average Non-PEO NEOs | | | | | SCT to CAP Reconciliation | Mr. Cooper | Mr. Kyncl | | Mr. Cooper | Mr. Kyncl | | Mr. Cooper | Mr. Kyncl | | Mr. Cooper | Mr. Kyncl | Average Non-PEO NEOs | | Reported SCT Total Compensation: | $— | $18,632,606 | $7,596,916 | $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 | $— | $(13,518,806) | $(2,368,490) | $(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 | $— | $ — | $2,164,395 | $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 | $— | $(16,965) | $(5,706) | $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. | $— | $— | $1,560 | $7,566,000 | $— | $— | $— | $— | $— | $— | $— | $— | | Change in fair value from the end of the prior fiscal year to the vesting date for awards granted in prior years that vest in the covered fiscal year. | $— | $— | $38,892 | $— | $— | $— | $— | $— | $— | $— | $— | $— | | CAP: | $— | $5,096,835 | $7,427,567 | $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 non-cash stock-based compensation and other related expenses and certain items that affect comparability including but not limited to gains or losses on divestitures and expenses related to |

  62. PAY VERSUS PERFORMANCE

    restructuring and transformation initiatives (“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.

  63. 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 2024 and their primary roles and responsibilities, including their roles in the oversight of risk management.

  64. 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 2024: 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. |

  65. Information about the Board Committees

    | 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 2024: 3 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. 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 2024: 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. |

  66. Information about the Board Committees

    | Finance Committee Members: Donald A. Wagner (Chair) Michael Lynton Robert Kyncl Number of Meetings in fiscal year 2024: 0 (The Finance Committee or a subcommittee thereof acted numerous times during fiscal year 2024 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 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 2024: 1 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. |