Noreena Hertz
Director at WMG
Board
About Noreena Hertz
Independent director of WMG; age 57; director since September 15, 2017 (previously served May 1, 2014–May 22, 2016). Visiting Professor at UCL’s Institute for Global Prosperity; MBA (Wharton) and PhD (University of Cambridge). She advises global organizations on strategy, decision-making, ESG, macro risks, and has authored best-selling books; recognized by major media as a leading thinker .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Citigroup | Politics & Economics Global Advisory Board member | 2007–2008 | Advised on macroeconomic and political trends |
| McKinsey (Inclusive Capitalism Taskforce) | Advisory Group member | 2012–2013 | Steering group with CEO Dominic Barton |
| University of Cambridge | Associate Director, Centre for International Business & Management | ~10 years prior to 2014 | Research on decision-making, risk, globalization |
External Roles
| Organization | Role | Committees | Notes |
|---|---|---|---|
| Mattel, Inc. | Director | Governance & Social Responsibility Committee | Current; interlock with WMG through a distribution agreement (see Related Party) |
| Workhuman | Director | Audit; Compensation | Current; HR technology company |
Board Governance
- Committee assignments: Audit Committee (member), Nominating & Corporate Governance Committee (member). All Audit members, including Hertz, are designated “audit committee financial experts” under SEC rules; Audit Committee met 4 times in FY2024; Nominating & Corporate Governance Committee met 1 time .
- Independence: Board determined Hertz is independent under Nasdaq listing standards .
- Attendance: Board held 6 meetings in FY2024; each director attended at least 75% of aggregate Board and committee meetings. Directors are expected to attend annual meetings .
- Executive sessions: Non-management and independent directors meet in executive sessions; at least one annual private session of independent directors .
- Controlled company context: WMG is a controlled company under Nasdaq rules (Access holds >50% voting power); Compensation and Nominating committees are not required to be fully independent, though Hertz is one of the independent members on Nominating .
- Chairmanship: Independent Chairman of the Board (Michael Lynton) .
Fixed Compensation
| Metric | FY 2024 |
|---|---|
| Fees Earned or Paid in Cash ($) | $110,000 |
| Stock Awards ($) | $175,001 |
| Total ($) | $285,001 |
Director program components:
- Annual cash retainer: $100,000; Committee member fee: $5,000 per committee; Committee chair fee: $15,000; Annual equity: $175,000 restricted stock (one-year vesting). Access-affiliated directors receive no compensation while Access owns >50% .
Performance Compensation
| Component | Structure | Metrics |
|---|---|---|
| Director equity | Time-vested restricted stock (one-year vest) | None (no performance-based metrics for director awards) |
Note: Company-wide executive pay metrics for FY2024 were Adjusted OIBDA and Revenue; PEO PSUs use relative TSR vs peer group. Directors are not subject to these performance metrics .
Other Directorships & Interlocks
| Relationship | Description | Governance Consideration |
|---|---|---|
| Mattel distribution agreement | WMG distributes Mattel’s catalog and new material; revenue ~$2.2m (FY2024) and ~$1.7m (FY2023). Mattel CEO Ynon Kreiz is a WMG director; Hertz serves on Mattel’s Board | Potential interlock; oversight via Related Person Transaction Policy; disclosed in proxy |
Expertise & Qualifications
- Financial expertise: Audit Committee member; designated audit committee financial expert .
- Strategy/ESG/macro risk: Advises global organizations on decision-making, ESG, geopolitical and economic trends; extensive publications and keynote speaking .
- Academic credentials: MBA (Wharton), PhD (Cambridge), Visiting Professor at UCL .
Equity Ownership
| Item | Detail |
|---|---|
| Total beneficial ownership (Class A shares) | 22,098 shares (17,185 vested common + 4,913 unvested restricted stock) |
| Class A shares outstanding (Record Date) | 144,300,695 |
| Ownership as % of Class A | ~0.015% (22,098 ÷ 144,300,695) |
| Vested vs unvested | 17,185 vested; 4,913 unvested restricted stock |
| Pledging/hedging | Company Insider Trading Policy prohibits hedging, pledging, short sales for directors and employees |
| Stock ownership guidelines | Non-employee directors must hold 4x annual cash retainer; must retain 100% of net shares until guideline met |
Governance Assessment
- Strengths: Independent director with audit financial expertise; serves on Audit and Nominating committees; meets attendance expectations; clear director stock ownership guidelines; strong Insider Trading Policy (no hedging/pledging); Dodd-Frank-compliant clawback policy adopted (effective Oct 2, 2023) .
- Risks/Red flags:
- Controlled company structure: Access retains significant consent rights and board designation rights; Compensation/Nominating not fully independent (though Hertz is independent on Nominating) .
- Interlock with Mattel: WMG’s distribution agreement with Mattel while Hertz sits on Mattel’s board; disclosed and subject to Related Person Transaction Policy, but presents potential perceived conflict requiring careful recusal/oversight .
- Signals of board effectiveness: Audit Committee comprised entirely of independent directors and all designated financial experts; regular executive sessions; transparent committee activity disclosure .
Committee Snapshot (FY2024)
| Committee | Role | Chair | Members | Meetings FY2024 |
|---|---|---|---|---|
| Audit | Financial reporting, controls, risk oversight | Nancy Dubuc | Nancy Dubuc; Noreena Hertz; Ynon Kreiz | 4 |
| Nominating & Corporate Governance | Board composition, governance, ESG oversight | Lincoln Benet | Lincoln Benet; Noreena Hertz; Ynon Kreiz; Ceci Kurzman; Donald Wagner | 1 |
| Compensation | Exec compensation oversight | Lincoln Benet | Lincoln Benet; Val Blavatnik; Mathias Döpfner; Ceci Kurzman | 3 |
Policies & Controls (context)
- Related Person Transaction Policy: Audit Committee review/approve transactions >$120,000 involving related persons .
- Insider Trading Policy: Pre-clearance, blackout windows, bans on hedging/pledging/short sales .
- Clawback Policy: Recovery of incentive compensation after an accounting restatement; applies to executive officers .
- Section 16 compliance: Company believes all required insider ownership filings were timely in FY2024 .
Voting & Engagement
- 2025 Annual Meeting results: Hertz re-elected; director slate passed; KPMG ratified as auditor .
- Directors expected to attend annual meetings; materials available via virtual platform .