Michael Lynton

About Michael Lynton

Michael Lynton (age 64) is WMG’s independent, non‑executive Chairman of the Board (Chairman since February 7, 2019; director since 2019). He holds a B.A. in History & Literature and an M.B.A., both from Harvard University, and brings decades of operating and board leadership across media, technology, and finance . The Board has affirmatively determined he is independent under Nasdaq standards .

Past Roles

Organization	Role	Tenure/Notes	Committees/Impact
Sony Entertainment (incl. Sony Music, Sony/ATV, Sony Pictures)	CEO	2012–2017	Led global entertainment businesses
Sony Pictures Entertainment	Chairman & CEO	2004–2017	Oversaw studio operations
Time Warner/AOL	CEO AOL Europe; President AOL International; President Time Warner International	2000–2004	Digital expansion leadership
Pearson plc – Penguin Group	Chairman & CEO	1996–2000	Acquired Putnam; extended Penguin to music/Internet
The Walt Disney Company – Hollywood Pictures	President	1992–1996	Film slate leadership

External Roles

Organization	Role	Since	Notes
Snap, Inc.	Chairman of the Board	2016 (director since 2013)	Public company; technology/media
Schrödinger, Inc.	Chairman of the Board	Oct 2018 (director since Jan 2018)	Public company; computational drug discovery
Ares Management Corporation	Director	May 2014	Public alternative asset manager
Tate; Channel 4; The Smithsonian; Condé Nast; The RAND Corporation	Board roles	—	Cultural/academic/non‑public governance

Board Governance

Roles and committees: Independent Chairman of the Board; Executive Committee (Chair); Finance Committee (member) .
Committee activity (FY 2024): Executive Committee held 0 meetings; Finance Committee held 0 meetings but acted numerous times by unanimous written consent .
Independence and structure: Board majority independent; WMG is a “controlled company” under Nasdaq, using certain exemptions (e.g., Compensation and Nominating committees not fully independent) .
Attendance: The Board held six meetings in FY 2024; each director attended at least 75% of aggregate Board and applicable committee meetings .
Executive sessions: Regularly scheduled meetings of non‑management directors; at least annually, independent directors meet privately .
Risk oversight: Audit Committee oversees financial, compliance, and internal control risk; committees report to the Board .

Fixed Compensation

Year	Fees Earned or Paid in Cash ($)	Stock Awards ($)	Total ($)
2024	165,000	255,004	420,004
2023	165,000	175,000	420,000
2022	160,000	254,989	414,989

Program structure (non‑employee directors):

Annual cash retainer: $100,000
Board Chair additional retainer: $45,000 cash + $80,000 restricted stock (1‑year vest)
Annual equity award: $175,000 restricted stock (1‑year vest)
Committee chair fee: $15,000; committee member fee: $5,000

Performance Compensation

Director equity awards are time‑based restricted stock (1‑year vesting); no performance conditions for directors .
Ownership alignment: Non‑employee directors (not affiliated with Access) must hold 4× the annual cash retainer in WMG stock and retain 100% of net shares until the guideline is met .

Component	Award Type	Amount/Terms	Vesting/Conditions
Annual grant	Restricted stock	$175,000	Vests in 1 year
Chair premium	Restricted stock	$80,000	Vests in 1 year

Other Directorships & Interlocks

Current public boards: Snap (Chair), Schrödinger (Chair), Ares (Director) .
Compensation committee interlocks: None during FY 2024; no management cross‑serving disclosed .
Potential interlocks/conflicts: No related‑party transactions disclosed involving Mr. Lynton; Access Industries is the controlling stockholder and has board designees, but Lynton is not identified as Access‑affiliated .

Expertise & Qualifications

Strategic leadership of large global media enterprises (Sony; Time Warner/AOL; Penguin) and public‑company board chair experience (Snap, Schrödinger) bring industry, digital, and capital markets expertise relevant to WMG oversight .
Academic credentials: Harvard College (B.A.), Harvard Business School (M.B.A.) .

Equity Ownership

Item	Detail
Total beneficial ownership	36,736 shares of Class A Common Stock (includes unvested restricted stock)
Breakdown	29,577 Class A shares + 7,159 unvested restricted stock received as director compensation
Ownership % of Class A	Less than 1% (“*”)
Ownership guidelines	4× annual cash retainer; must retain 100% of net shares until guideline achieved
Hedging/pledging	Company policy prohibits hedging, pledging, and short sales by directors

Note: A significant portion of Class B shares held by Entertainment Holdings II LLC (an Access affiliate) is pledged under a loan facility; this relates to the controlling stockholder, not Mr. Lynton personally .

Governance Assessment

Strengths
- Independent, experienced Chairman with deep media/tech leadership; multiple public chair roles (Snap, Schrödinger) support board effectiveness .
- Majority‑independent board; regular executive sessions; all directors met at least 75% attendance in FY 2024 .
- Clear director pay structure with meaningful equity; stock ownership guidelines align incentives .
- Prohibition on hedging/pledging enhances alignment and risk control for insiders .
Considerations/RED FLAGS
- Controlled company: Compensation and Nominating Committees are not fully independent, which may constrain minority shareholder influence .
- Executive and Finance Committees recorded 0 formal meetings in FY 2024; Finance acted by unanimous written consent—efficient but offers less transparency into deliberation frequency .
- Controlling stockholder (Access) has pledged a portion of its Class B shares under a loan facility, which can introduce overhang/foreclosure risk during market stress (again, not linked to Lynton personally) .
Conflicts/Related‑party exposure
- No related‑party transactions disclosed for Mr. Lynton; WMG maintains a Related Person Transaction Policy with Audit Committee review/approval .