Debra L. Lee
About Debra L. Lee
Debra L. Lee (age 70) is an independent director of WBD, serving since 2022. She is the former Chairman and CEO of BET Networks and holds a BA from Brown University, an MA from Harvard Kennedy School, and a JD from Harvard Law School, bringing deep media leadership and governance experience to WBD’s board .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| BET Networks | EVP & General Counsel | 1986–1995 | Led legal function during growth phase |
| BET Networks | President & COO | 1995–2005 | Oversaw operations and strategy |
| BET Networks | President & CEO | 2005–2006 | Transition to digital/multiplatform offerings |
| BET Networks | Chairman & CEO | 2006–2018 | Drove content strategy aligned with changing consumer preferences |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| The Procter & Gamble Company | Director | Since 2020 | Public company governance; consumer brand expertise |
| Marriott International, Inc. | Director | Since 2004 | Global hospitality; consumer-facing insights |
| Burberry Group plc | Director | 2019–2024 (prior) | Luxury retail governance |
| AT&T Inc. | Director | 2019–2022 (prior) | Telecom/media oversight |
| Twitter, Inc. | Director | 2016–2019 (prior) | Digital/media platform governance |
| The Monarchs Collective | Co‑Founder & Partner | Since 2020 | Management consulting; leadership diversity |
| Leading Women Defined Foundation | Founder & Chair | Since 2009 | Nonprofit focused on education and advocacy |
Board Governance
- Committee assignments: Member, Compensation Committee (8 meetings in 2024; chair Paul A. Gould; all members independent) .
- Independence: Board determined Ms. Lee and all directors except the CEO are independent under Nasdaq Rules and WBD Guidelines .
- Attendance: Board/committees held 38 meetings in 2024; all incumbent directors attended at least 90% of meetings for their service periods .
- Board leadership and executive sessions: Independent Board Chair; independent directors meet at least twice per year in executive session per Corporate Governance Guidelines .
- Stockholder engagement: Independent directors participated in 100% of engagement meetings following the 2024 Annual Meeting; Board responded with governance and compensation program updates .
Fixed Compensation
| Component | 2024 Amount | Notes |
|---|---|---|
| Annual cash retainer (Board Member) | $125,000 | Paid quarterly; directors may elect stock in lieu of cash (none elected in 2024) |
| Compensation Committee member retainer | $20,000 | Annual retainer for committee membership |
| Annual equity grant (RSUs) | $220,000 grant date value | RSUs vest 100% on earlier of one-year anniversary or 2025 Annual Meeting; no dividends |
| 2025 program changes | Cash retainer reduced to $105,000; equity grant increased to $240,000 | Shift to equity to enhance alignment |
| Debra L. Lee – 2024 Director Compensation | Amount ($) |
|---|---|
| Fees Earned or Paid in Cash | 145,000 |
| Stock Awards (grant-date fair value) | 221,610 |
| All Other Compensation | 55,848 (Olympics Hospitality $30,716; tax reimbursement $25,132) |
| Total | 422,458 |
- Deferred compensation: WBD offers a Non-Employee Directors Deferral Plan for cash and equity; Ms. Lee did not disclose deferrals for 2024 in the table; plan allows elections prior to the plan year with notional WBD stock option among crediting choices .
Performance Compensation
- Directors’ equity compensation is time‑vested RSUs; no performance metrics (e.g., EBITDA, TSR) are tied to non‑employee director awards .
| Performance Metric | Applies to Director Compensation? | Details |
|---|---|---|
| TSR | No | Director RSUs are time‑vested only |
| Revenue/EBITDA/FCF | No | Not part of director pay design |
Other Directorships & Interlocks
| External Company | Overlap/Interlock Consideration |
|---|---|
| Procter & Gamble; Marriott | No WBD‑disclosed related-party transactions involving these companies; Board assessed director independence despite relationships with large distributors for some directors . |
| Prior boards (Burberry, AT&T, Twitter) | Historical context; no current WBD related-party transactions disclosed with these issuers . |
Expertise & Qualifications
- Media leadership: Former BET Chairman/CEO, experienced in content strategy and digital/multiplatform transitions .
- Governance and DEI: Founder of organizations focused on gender and race equity/human rights; adds perspective to culture and talent programs .
- Consumer brand and hospitality exposure: Public board roles at P&G and Marriott provide insights into global consumer dynamics .
Equity Ownership
| Category | Shares/Units |
|---|---|
| Shares beneficially owned (direct/indirect) | 16,345 |
| Shares acquirable within 60 days (e.g., vesting units/options) | 26,700 |
| Total beneficial ownership | 43,045; less than 1% of class |
| Deferred RSUs / Notional shares in deferral accounts | 16,106 |
| Unvested RSUs (at 12/31/2024) | 26,700 |
| Pledging/Hedging | No pledging disclosed for directors; covered by Insider Trading Policy . |
| Ownership guidelines | 5x annual cash retainer; directors count beneficial shares, unvested RSUs, and deferred stock; all directors at 12/31/2024 had met or were on track . |
Governance Assessment
- Strengths: Independent status; Compensation Committee membership with no interlocks or insider participation; strong attendance; equity‑heavy director pay structure with increased equity in 2025 enhances alignment; compliance with stock ownership policy .
- Potential conflicts/related party exposure: WBD disclosed that Ms. Lee’s daughter was engaged in 2024 as a writer/producer for a WBTV program with compensation above $120,000; compensation was based on WGA scale and consistent with peers. Related‑person transactions are overseen by the Nominating & Corporate Governance Committee under formal policies .
- Perquisites/red flags: 2024 Olympics Hospitality Program benefits and reimbursement of associated tax liabilities for directors (including Ms. Lee) were disclosed; while modest, tax reimbursements can be viewed unfavorably by some investors and should be monitored for recurrence .
- Shareholder responsiveness: Board enhanced governance (special meeting rights at 20% threshold) and tightened pay‑for‑performance features for executives after mixed say‑on‑pay feedback, evidencing engagement and responsiveness; independent directors led outreach .