Donald A. Wagner
Director at WMG
Board
About Donald A. Wagner
Donald A. Wagner (age 61) has served on WMG’s Board since July 20, 2011 and is Senior Managing Director at Access Industries, overseeing North American direct investing; he previously spent nine years at Ripplewood Holdings and 15 years at Lazard Freres in New York and London . He holds an A.B. in physics from Harvard College and brings more than 25 years of investing, banking, and private equity experience to WMG . Wagner is classified as non-independent on WMG’s Board due to his Access affiliation .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Access Industries | Senior Managing Director | Since 2010 | Oversees North American direct investing |
| Ripplewood Holdings L.L.C. | Senior Managing Director | 2000–2009 | Led industry group focused on basic industries |
| Lazard Freres & Co. LLC | Managing Director | 15-year career (pre-2000) | Investment banking in New York and London |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Calpine Corporation | Director | Current | Not disclosed in WMG proxy |
| BMC Software | Director | Current | Not disclosed in WMG proxy |
| RSC Holdings (NYSE-listed) | Director | 2006–2009 | Not disclosed in WMG proxy |
Board Governance
| Item | Detail |
|---|---|
| Independence status | Non-independent (Access-affiliated) |
| Board tenure | Director since 2011 |
| Committee assignments | Finance Committee (Chair), Executive Committee (member), Nominating & Corporate Governance Committee (member) |
| Committee activity FY2024 | Finance: 0 meetings (acted numerous times by unanimous written consent) ; Executive: 0 meetings ; Nominating & Corporate Governance: 1 meeting |
| Board meetings & attendance | Board held 6 meetings; each director attended ≥75% of Board and committee meetings |
| Controlled company structure | WMG is a “controlled company” under Nasdaq, with Access holding majority voting power and designating directors; Access retains consent rights over major corporate actions (M&A, capital structure, dividends, debt >$25mm, board size/committee changes, CEO/CFO/GC appointments, auditor changes, etc.) |
Fixed Compensation
| Component | Standard Non-Employee Director Program | Wagner FY2024 |
|---|---|---|
| Annual cash retainer | $100,000 | Not entitled (Access-affiliated) |
| Equity award | $175,000 restricted stock grant, one-year vesting | Not entitled (Access-affiliated) |
| Board Chair additional | $80,000 restricted stock + $45,000 cash | N/A |
| Committee chair fee | $15,000 (Audit, Compensation, Nominating & CG, Executive, Finance) | Not entitled (Access-affiliated) |
| Committee member fee | $5,000 per committee | Not entitled (Access-affiliated) |
| FY2024 reported compensation | — | — (no fees or stock awards) |
Non-employee directors affiliated with Access receive no director or committee compensation while Access owns >50% of WMG’s equity value .
Performance Compensation
No director performance-based incentives are disclosed; WMG’s non-employee director compensation is cash retainers and time-vested restricted stock (Wagner is excluded as Access-affiliated) .
Other Directorships & Interlocks
| Relationship | Description | Potential Conflict Signal |
|---|---|---|
| Access control & rights | Access designates directors and holds broad consent rights over major actions (capital issuances, dividends, debt, M&A, auditor changes, CEO/CFO/GC appointments) | Concentrated control; potential influence over Finance Committee decisions Wagner chairs |
| Related-party leases | WMG leases HQ properties from Access affiliates; ~$14mm FY2024 rent at Ford Factory LA; UK lease extended to 2030; Access also licensed office space within WMG HQ | Ongoing related-party transactions requiring Audit Committee oversight |
| Deezer licenses | Access holds equity/board representation at Deezer; WMG recorded ~$41mm, ~$40mm, ~$36mm in FY2024–FY2022 royalties; additional ~$2mm publishing per year | Streaming partner with controller ties; recurring RPT exposure |
| Mattel distribution | WMG has digital/physical distribution for Mattel music catalog; revenue ~$2.2mm FY2024, ~$1.7mm FY2023; WMG director Ynon Kreiz is Mattel CEO; Noreena Hertz is on Mattel’s board | Interlock via board members; oversight via RPT policy |
| Val Blavatnik employment | WMG employed director Val Blavatnik as Special Advisor to WMG’s CEO; ~$150k total comp | Controller family member employment; governance sensitivity |
Expertise & Qualifications
- Capital markets, corporate finance, strategic planning, and private equity investing experience (Lazard, Ripplewood, Access) .
- Prior public company directorships (Calpine, RSC Holdings) and technology/software oversight (BMC Software) .
- Physics degree from Harvard; global banking experience in New York and London .
Equity Ownership
| Holder | Class A Shares | Class B Shares | % of Class A | % of Class B | Notes |
|---|---|---|---|---|---|
| Donald A. Wagner | 251,817 | — | <1% (*) | — | Disclaims beneficial ownership attributable to certain Access-affiliated LP interests |
| Access (AI Entertainment Holdings LLC / EH II LLC) | — | 372,600,227 (AIEH) | — | 99.3% (AIEH Class B) | A significant portion of EH II LLC Class B shares pledged under a loan facility (pledge disclosure) |
WMG prohibits hedging, pledging, and short sales by directors under its Insider Trading Policy, but Access-affiliate EH II LLC discloses a pledge of Class B shares, a governance risk given controller concentration .
Governance Assessment
- Committee leadership: Wagner chairs the Finance Committee, which oversees capital structure, dividends, and long-term financial sustainability; the committee met via numerous unanimous written consents in FY2024, indicating active decision-making outside formal meetings . His Access role creates potential conflicts on capital allocation aligned with controller interests; strong Audit Committee oversight of related-party transactions is essential .
- Independence and alignment: Non-independent director affiliated with controller; excluded from director pay and equity grants, reducing direct equity-based alignment through annual director awards (unlike independent directors who receive restricted stock) . Personal beneficial ownership of Class A shares is 251,817 (<1%), with broader controller ownership via Access; Class B pledge at EH II LLC is a red flag for investor protection due to potential forced sales risk under stress .
- Attendance and engagement: Board met 6 times and all directors attended ≥75% of combined Board/committee meetings; Finance/Executive Committee activity primarily via written consents suggests responsiveness between meetings .
- Controlled-company risks: Access’s broad consent rights over major corporate actions (including board structure, capital issuance, debt, dividends, auditor changes, and key executive appointments) materially concentrate governance power; investors should weigh the robustness of independent committee oversight and executive sessions against controller influence .
- Related-party exposure: Multiple recurring transactions with Access affiliates (HQ leases) and Access-linked partners (Deezer), plus interlocks (Mattel) and employment of controller family member, all within WMG’s RPT policy framework; ongoing transparency and Audit Committee approvals are critical mitigants .
RED FLAGS: Non-independence with Finance Committee chair role ; Access consent rights and director designation power ; pledge of Class B shares at EH II LLC ; recurring related-party transactions (leases, Deezer, controller family employment) . Positive mitigants include documented RPT review process, independent Audit Committee, and majority independent board framework even as a controlled company .