Len Blavatnik
Vice Chairman and Director at WMG
Board
About Len Blavatnik
Len “Sir Leonard” Blavatnik, 67, is Vice Chairman of the Board and a director of Warner Music Group (WMG) since July 20, 2011, and previously served on the Board from March 2004 to January 2008 . He is the founder and former Chairman of Access Industries, WMG’s controlling stockholder, and is not considered independent under Nasdaq rules . He holds an M.S. from Columbia University (1981) and an M.B.A. from Harvard Business School (1989), and has been recognized for philanthropy (knighted in 2017; Chevalier of the French Legion d’Honneur in 2013) .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Warner Music Group (WMG) | Vice Chairman & Director | 2011–present | Executive Committee member; Board leadership influence via Access control |
| Warner Music Group (WMG) | Director | Mar 2004–Jan 2008 | Board service prior to Access-led take-private/ownership period |
| Access Industries | Founder; former Chairman | Not disclosed (founder) | Principal of controlling stockholder; extensive corporate finance and strategic planning experience |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Tel Aviv University | Board of Governors | Current | University governance and philanthropy engagement |
| Carnegie Hall | Board of Trustees | Current | Cultural institution governance |
| 92NY | Board of Directors | Current | Non-profit governance |
| Center for Jewish History | Board of Directors | Current | Non-profit governance |
| Council on Foreign Relations | Life Member | Current | Policy network participation |
Board Governance
- Independence status: Not independent; WMG has designated six independent directors and Blavatnik is not among them .
- Committee assignments: Executive Committee member (alongside Michael Lynton (Chair), Val Blavatnik, Lincoln Benet, Nancy Dubuc, Donald A. Wagner) . Number of Executive Committee meetings in FY2024: 0 (acted by unanimous written consent where applicable) .
- Attendance and engagement: The Board held six meetings in FY2024; each director attended at least 75% of the aggregate of Board and committees on which they served .
- Controlled company status: WMG is a “controlled company” under Nasdaq rules and uses certain exemptions (e.g., Compensation and Nominating committees not fully independent), though Audit Committee remains fully independent and financially literate/audit committee financial experts .
- Access designation rights: Stockholder Agreement grants Access rights to designate directors (up to all directors while >50% voting power) and to have an Access-designated director serve as Board Chair while Access holds ≥35% of voting power .
- Executive sessions: Non-management and independent directors regularly meet in executive session; at least annually independent directors meet privately .
2025 Annual Meeting – Director Vote Outcome (Len Blavatnik)
| For | Against | Abstain | Broker Non-Vote |
|---|---|---|---|
| 7,599,562,079 | 15,927,991 | 59,905 | 7,143,685 |
Note: The 2025 annual meeting included only two proposals—director elections and auditor ratification; no say‑on‑pay advisory vote was presented .
Fixed Compensation
WMG’s FY2024 non-employee director program (for directors not affiliated with Access) comprises the following :
| 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 (one-year vesting) + $45,000 cash |
| Committee Chair Annual Cash Retainer | $15,000 (Audit; Compensation; Nominating & Corporate Governance; Executive; Finance) |
| Committee Member Annual Cash Retainer | $5,000 (Audit; Compensation; Nominating & Corporate Governance; Executive; Finance) |
- Access-affiliated directors are not entitled to director/committee compensation during any period in which Access owns >50% of the value of WMG’s outstanding equity .
FY2024 Director Compensation (Selected)
| Name | Fees Earned or Paid in Cash ($) | Stock Awards ($) | Option Awards ($) | Non-Equity Incentive ($) | All Other ($) | Total ($) |
|---|---|---|---|---|---|---|
| Len Blavatnik | — | — | — | — | — | — |
Performance Compensation
- For non-Access directors, the annual equity award is time-based restricted stock with one-year vesting; the proxy does not disclose performance-conditioned director equity or cash incentives .
- For Access-affiliated directors (including Blavatnik), no director compensation—fixed or performance-based—was paid in FY2024 under the policy above .
Other Directorships & Interlocks
| Category | Details |
|---|---|
| Current public company boards | None disclosed for Len Blavatnik in WMG’s proxy biography . |
| Access interlocks on WMG Board | Access executives/directors on WMG’s Board include Lincoln Benet (CEO of Access) and Donald A. Wagner (Senior Managing Director of Access); both are non-independent directors . |
| Family relationships | Son, Valentin (“Val”) Blavatnik, is a WMG director and serves on the Executive and Compensation Committees; in 2024 WMG entered an at‑will employment arrangement for Val as Special Advisor to the CEO with ~$150,000 total annual compensation (base $125,000; target bonus $25,000) . |
| Related-party transactions (Access affiliates) | - Lease of WMG’s LA HQ from an Access affiliate; FY2024 rent ≈$14 million; lease term ≈6 years remaining with 10‑year extension option .<br>- London HQ lease with an Access affiliate at £3,460,250 per year; extended to Dec 24, 2030 .<br>- License arrangements with Deezer (Access-owned/board-represented); WMG received ≈$41M (FY2024), $40M (FY2023), $36M (FY2022) for recordings; plus ≈$2M annually for Warner Chappell publishing (FY2024–FY2022) . |
| Other relationships | Distribution agreement with Mattel (CEO: WMG director Ynon Kreiz); WMG earned ≈$2.2M (FY2024) and $1.7M (FY2023) . |
Expertise & Qualifications
- Founder and former Chairman of Access Industries; extensive experience advising/managing public and private enterprises, with significant expertise in corporate finance and strategic business planning .
- Academic credentials: M.S. (Columbia University, 1981) and M.B.A. (Harvard Business School, 1989) .
- Philanthropy and recognition: Knighted (2017); Chevalier of the French Legion d’Honneur (2013) .
Equity Ownership
| Holder | Class A Shares | Class B Shares | % of Class A | % of Class B | Notes |
|---|---|---|---|---|---|
| Len Blavatnik | — | 374,517,252 | — | 99.8% | Represents shares held by entities over which he exercises or may be deemed to exercise control . |
| AI Entertainment Holdings LLC | — | 372,600,227 | — | 99.3% | Access-controlled entity; beneficial owner >50% voting power . |
| Entertainment Holdings II LLC | — | 125,000,000 | — | 33.3% | Significant portion of Class B shares pledged under a loan facility (RED FLAG) . |
- Voting structure: Class B carries 20 votes per share; Class A carries one vote per share, cementing Access/Blavatnik voting control .
- Director stock ownership guidelines apply only to non-Access directors (4x annual cash retainer); Access-affiliated directors (including Blavatnik) are exempt .
Governance Assessment
-
Strengths
- Deep strategic finance and capital allocation expertise as Access founder; sustained board tenure and continuity with corporate strategy .
- Audit Committee remains fully independent and financially expert despite controlled-company exemptions; independent directors regularly meet in executive session .
- High director attendance threshold met (≥75% for all directors in FY2024) .
-
Risks and RED FLAGS
- Controlled company governance: Compensation and Nominating committees not fully independent; Access retains extensive board designation and chair rights, limiting minority shareholder influence .
- Related-party exposure with Access affiliates: material headquarters lease payments (~$14M in FY2024), London lease obligations (£3.46M/year), and significant commercial flows with Deezer (≈$41M in FY2024) .
- Family/insider dynamics: Son (Val) serves on the Board and Compensation Committee and holds a paid advisory role at WMG (~$150k), intensifying perceived conflicts .
- Pledged shares: A significant portion of Class B held by an Access affiliate (EH LLC) is pledged—this is a common governance concern due to potential forced sales under stress .
Overall implication: Blavatnik’s dominant voting control and Access-linked transactions/board composition create elevated related‑party and entrenchment risks, partially mitigated by an independent Audit Committee, regular executive sessions, and transparent disclosure of related‑party dealings .