Lincoln Benet

About Lincoln Benet

Lincoln Benet (61) has served on WMG’s board since July 20, 2011 and is Chief Executive Officer of Access Industries, the Company’s controlling stockholder; he holds a B.A. in Economics from Yale (summa cum laude) and an M.B.A. from Harvard Business School, and previously spent 17 years at Morgan Stanley as a Managing Director across corporate finance, M&A, fixed income, and capital markets . He is not independent under Nasdaq rules, and his current board term expires at the 2025 annual meeting; he chairs the Compensation Committee and the Nominating & Corporate Governance Committee and sits on the Executive Committee .

Past Roles

External Roles

Board Governance

• Committee assignments: Compensation (Chair), Nominating & Corporate Governance (Chair), Executive Committee (Member) .
• Independence: Not independent; WMG is a “controlled company” under Nasdaq, using exemptions for Compensation and Nominating committees (not fully independent), while Audit Committee remains fully independent .
• Committee activity: FY2024 meetings—Audit 4; Compensation 3; Nominating & Corporate Governance 1; Executive 0; Finance 0 (acted by unanimous written consent) .
• Attendance: Board held 6 meetings in FY2024; each director attended at least 75% of Board and committee meetings on which they served .
• Board leadership: Non-executive Chairman Michael Lynton; annual director elections; Access retains designation rights for directors and Chairman while above ownership thresholds .

Fixed Compensation

WMG’s standard non-employee director program provides: $100,000 cash retainer; $175,000 restricted stock (1-year vesting); Chair uplifts ($45,000 cash + $80,000 stock for Board Chair); Committee chair fee $15,000; Committee member fee $5,000—however, “non-employee directors affiliated with Access” receive no director or committee compensation while Access owns >50% .

Performance Compensation

Other Directorships & Interlocks

• Access control and governance rights: Access designates directors (up to all seats while ≥50% voting power), maintains consent rights over major capital, M&A, debt, governance changes, and C-suite appointments until Access <10%—concentrating decision rights outside the full Board .
• Related-party leases: WMG pays ~$14 million FY2024 rent for LA HQ to an Access affiliate; UK office lease with Access affiliate extended to December 24, 2030 .
• Access/Deezer ties: Access has equity interest and board representation at Deezer; WMG licenses to Deezer generated ~$41m (FY2024), ~$40m (FY2023), ~$36m (FY2022) plus ~$2m annually via publishing licenses (PEDL/LatAm) .
• Mattel distribution: WMG has a distribution/license agreement with Mattel (earned ~$2.2m FY2024; ~$1.7m FY2023); WMG directors Ynon Kreiz (Mattel CEO) and Noreena Hertz (Mattel board) present interlocks requiring oversight of potential conflicts .
• Val Blavatnik employment: Special Advisor to WMG CEO with ~$150,000 total annual compensation; Val is a WMG director and son of Len Blavatnik (Access founder) .

Expertise & Qualifications

• Corporate finance/M&A expertise from Morgan Stanley; strategic planning and capital markets experience; leadership of Access Industries aligns with finance and investment oversight responsibilities at WMG .
• Education: Yale B.A. Economics (summa cum laude); Harvard M.B.A. .

Equity Ownership

• Voting structure: Class B carries 20 votes per share; Class A carries 1 vote per share—entrenching Access control .
• Ownership guidelines: Non-employee directors not affiliated with Access must hold 4x cash retainer in Company stock; Access-affiliated directors are excluded from this requirement .
• Hedging/pledging policy: WMG prohibits hedging, pledging, and short sales by directors and officers (policy-level control) .

Governance Assessment

• Strengths
  • Independent Chair and majority independent Board; fully independent Audit Committee with three “financial experts”; regular executive sessions and risk oversight cadence; all directors met minimum attendance .
• Concerns / RED FLAGS
  • Not independent; chairs Compensation and Nominating—key levers over pay and board composition—under a controlled company framework that permits non-independent composition; potential for misalignment with minority shareholders .
  • Extensive Access consent rights over major strategic and governance actions (including CEO/CFO/GC appointments), limiting Board autonomy and investor influence .
  • Multiple related-party transactions with Access (high-dollar leases; Deezer revenue arrangements) and family ties (Val Blavatnik employment), elevating conflict risk; EH’s pledged Class B shares introduce financing/pressure risks (pledge over voting power) .
  • Interlocks with Mattel via WMG directors while WMG has commercial agreements require continued, robust Audit Committee and RPT policy oversight .

Implication: Benet’s leadership of Compensation and Nominating under Access control increases the importance of transparent processes, independent committee members’ influence (Döpfner, Kurzman; Kreiz/Hertz/Kurzman), and rigorous application of the Related Person Transaction Policy by the Audit Committee to sustain investor confidence .