Mathias Döpfner

About Mathias Döpfner

Mathias Döpfner (age 62) has served as an independent director of Warner Music Group since May 1, 2014. He is Chairman & CEO of Axel Springer SE and an approximately 22% shareholder; he is also a member of the Board of Netflix Inc. He studied German literature, theater, and musicology in Frankfurt and Boston, began his career as a journalist in 1982, joined Axel Springer in 1998 as editor‑in‑chief of WELT, and has led Axel Springer’s digital transformation since becoming CEO in January 2002, with over 85% of group revenues now digital . The WMG Board has affirmatively determined him to be independent under Nasdaq rules .

Past Roles

Organization	Role	Tenure	Committees/Impact
Axel Springer SE	Chairman & CEO; ~22% shareholder	Jan 2002–present	Led digital transformation; introduced paid content; diversified revenue; >85% revenues digital
Axel Springer SE (WELT)	Editor‑in‑Chief	1998 (start)	Senior editorial leadership prior to CEO role
Journalism	Journalist	1982 (start)	Early career foundation in media

External Roles

Company	Role	Since	Notes
Netflix Inc.	Board Member	—	External public board service; enhances media/streaming insight
Axel Springer SE	Chairman & CEO	Jan 2002	Operator perspective in global media; significant ownership

Board Governance

Committee assignments: Member, Compensation Committee (independent member alongside Ceci Kurzman; committee chaired by Lincoln Benet; other member Val Blavatnik) .
Committee activity: Compensation Committee held 3 meetings in FY2024 .
Independence: Determined independent under Nasdaq listing standards .
Attendance: The Board held six meetings in FY2024; each director attended at least 75% of aggregate Board and relevant Committee meetings .
Executive sessions: Non‑management and independent directors meet regularly in executive session .
Governance context: WMG is a “controlled company” under Nasdaq rules and uses certain exemptions (e.g., Compensation and Nominating Committees not required to be fully independent) .

Fixed Compensation

Component	FY2024 Amount	Notes
Annual cash retainer	$100,000	Standard cash retainer for non‑employee directors
Committee member fee (Compensation Committee)	$5,000	Standard Committee member cash retainer
Cash fees earned	$105,000	Reported for Döpfner in FY2024 director table
Annual equity award	$175,001	Restricted stock; one‑year vesting
Total	$280,001	Cash + equity total for FY2024

Director stock ownership guideline: Non‑Access affiliated directors must hold 4x annual cash retainer; must retain 100% of net shares until compliant .
Hedging/pledging policy: Company prohibits hedging, pledging, and short sales for directors .

Performance Compensation

Equity Type	Grant Value (FY2024)	Vesting	Performance Metrics	Notes
Restricted Stock (annual grant)	$175,001	One‑year vesting	None disclosed for directors	Standard annual director equity grant

No options or PSUs disclosed for non‑employee directors; equity awards subject to insider trading policy (no hedging/pledging) .

Other Directorships & Interlocks

Entity	Nature	Relevance/Exposure
Netflix Inc.	Döpfner serves on board	External public board; no related‑party transactions with WMG disclosed .
Access Industries (controller)	Controlled company governance	Compensation and Nominating Committees include Access‑affiliated members; WMG uses controlled company exemptions .
Mattel Inc.	Distribution agreement with WMG; Mattel CEO Ynon Kreiz sits on WMG Board	WMG earned ~$2.2m in FY2024; interlock at Board level via Kreiz, not Döpfner .
Deezer S.A.	License agreements; Access has equity interest and board representation	WMG received ~$41m in FY2024 from Deezer; not linked to Döpfner personally .

No related‑party transactions disclosed involving Döpfner personally .

Expertise & Qualifications

Extensive media industry leadership and operator experience (Chairman & CEO, Axel Springer) with deep understanding of content creation/monetization and digital platforms .
Track record in digital transformation and strategic investments driving diversified revenue streams .
Public company board experience (Netflix) adds streaming/platform perspective relevant to WMG .

Equity Ownership

Holder	Class A Shares Owned (Vested)	Unvested Restricted Stock	Total Beneficial Ownership	Ownership % of Class A
Mathias Döpfner	17,185	4,913	22,098	<1% (“*” footnote)

Footnote: For Döpfner, 17,185 Class A shares and 4,913 unvested restricted stock received as director compensation; “*” indicates less than 1% of Class A .
Company prohibits hedging/pledging of Company securities by directors .

Governance Assessment

Positives:
- Independent status with relevant media/digital expertise; serves on the Compensation Committee as an independent member .
- Meets attendance threshold; Board and Committees active (Board: 6 meetings; Comp Committee: 3 meetings) .
- Alignment features: mandatory stock ownership guideline (4x cash retainer) and prohibition on hedging/pledging .
Risks/Red Flags (contextual):
- Controlled company structure: Compensation and Nominating Committees include Access‑affiliated directors; committees not fully independent, which may reduce independent oversight of pay and governance .
- Compensation Committee did not engage independent advisors in FY2024 (has authority but did not do so), potentially limiting external benchmarking rigor .
- Related‑party transactions exist at WMG level (e.g., Deezer via Access; Mattel distribution with board interlocks), though none are disclosed for Döpfner personally .

Overall: Döpfner appears independent, engaged, and brings relevant platform/media expertise. Governance risk arises more from WMG’s controlled company status and committee composition than from any Döpfner‑specific conflicts. His compensation mix (cash + one‑year RS) and share ownership reinforce alignment under WMG’s policies .