Nancy Dubuc
Warner Music GroupAbout Nancy Dubuc
Nancy Dubuc, age 56, has served on WMG’s Board since July 13, 2021; she is independent under Nasdaq rules and currently chairs the Audit Committee and sits on the Executive Committee . She is the former CEO of VICE Media Group and previously served as President & CEO of A+E Networks, bringing 25+ years of media operating experience and transformation expertise to the Board .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| VICE Media Group | Chief Executive Officer | Not disclosed | Led global expansion and cultural transformation; increased transparency and accountability |
| A+E Networks | President & Chief Executive Officer | Not disclosed | Diversified revenue via new business models; built leadership teams |
External Roles
| Organization | Role | Start | Committee Roles |
|---|---|---|---|
| Flutter Entertainment plc | Director | Not disclosed | Not disclosed |
Board Governance
- Committee assignments: Audit Committee Chair; Executive Committee member .
- Audit Committee independence and expertise: all three members (Dubuc, Hertz, Kreiz) are independent and designated “audit committee financial experts”; 4 meetings held in FY2024 .
- Independence status: Board has affirmatively determined Dubuc is independent .
- Attendance: Board held 6 meetings in FY2024; each director attended at least 75% of aggregate Board and Committee meetings .
- Executive sessions: Non-management and independent director executive sessions are regularly scheduled .
- Controlled company context: Access Industries controls >50% voting power; WMG uses certain Nasdaq “controlled company” exemptions (e.g., Compensation and Nominating committees not fully independent), though audit committee meets full independence requirements .
Fixed Compensation
| Component | Amount | Notes |
|---|---|---|
| Annual cash retainer | $100,000 | Standard for non-employee directors |
| Audit Committee Chair retainer | $15,000 | Annual cash fee |
| Executive Committee member retainer | $5,000 | Annual cash fee |
| Total cash earned (FY2024) | $120,000 | Reported for Dubuc |
Performance Compensation
| Equity Award | Grant Value | Instrument | Vesting | Shares/Units |
|---|---|---|---|---|
| Annual director equity grant (FY2024) | $175,001 | Restricted stock | One-year vesting | Unvested restricted stock of 4,913 shares (Dubuc) |
- Stock ownership policy: Non-employee directors (not affiliated with Access) must hold 4× annual cash retainer and retain 100% of net shares until guideline met .
- Hedging/pledging: Company policy prohibits directors from hedging, pledging, or short sales in WMG securities .
Other Directorships & Interlocks
| Category | Entity | Relationship | Relevance to WMG |
|---|---|---|---|
| External directorship (Dubuc) | Flutter Entertainment plc | Director | No WMG-related transactions disclosed |
| Board interlock (other directors) | Mattel, Inc. | WMG director Ynon Kreiz is Mattel CEO; Noreena Hertz is a Mattel director | WMG has a distribution/license agreement with Mattel; earned ~$2.2M (FY2024) and ~$1.7M (FY2023), creating related-party oversight considerations for the Audit Committee |
Expertise & Qualifications
- Financial literacy and audit oversight: Designated audit committee financial expert; leads oversight of financial reporting integrity, auditor independence, and compliance .
- Industry experience: 25+ years operating in media; revenue diversification and transformation track record from VICE and A+E .
Equity Ownership
| Holder | Class A Shares (Direct) | Unvested Restricted Stock | Total Beneficial Ownership | Ownership % |
|---|---|---|---|---|
| Nancy Dubuc | 13,378 | 4,913 | 18,291 | <1% |
Governance Assessment
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Strengths
- Independent Audit Chair and committee comprised of independent directors with all members designated as financial experts; formal oversight of KPMG independence and financial risk .
- Director equity grants and stock ownership guidelines promote alignment; hedging/pledging prohibited .
- Attendance threshold met; regular executive sessions enhance oversight .
-
Risks and red flags
- Controlled company governance: Compensation and Nominating committees include Access-affiliated members and are not fully independent; potential influence over pay and nominations; mitigated by independent chair and majority independent board .
- Related-party exposure: Distribution agreement with Mattel while Mattel’s CEO (Kreiz) and a Mattel director (Hertz) sit on WMG’s Board; underscores importance of robust related-party review under Audit Committee oversight .
- Share pledge by controlling stockholder: A significant portion of Class B shares owned by Entertainment Holdings II LLC has been pledged under a loan facility, a structural risk that can affect voting dynamics and liquidity; not tied to Dubuc, but relevant for board risk oversight .
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Implications for investors
- Dubuc’s independence, audit-chair role, and experience are positives for financial controls and related-party scrutiny, partially offsetting controlled-company risks .
- Continued monitoring of interlocks (e.g., Mattel) and Access-related arrangements is warranted; Audit Committee processes and disclosures will be key signals of governance quality .