Val Blavatnik
About Val Blavatnik
Valentin (“Val”) Blavatnik, age 27, has served on Warner Music Group’s Board since April 27, 2023; he is currently Special Advisor to WMG’s CEO and a member of Access Industries’ Executive Committee, with prior experience at LionTree (media/tech investments), Eden Productions (film/TV), and artist management. He holds a B.A. in Cinematic Arts from USC and is pursuing an MBA at Harvard University . He is not considered independent under Nasdaq rules and serves on WMG’s Executive and Compensation Committees .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Warner Chappell Music | Senior Director, Business Development | 2023–2024 | Business development within publishing |
| Warner Music Group | Special Advisor to the CEO | 2024–present | Advisory role to CEO; employee status |
| LionTree LLC | Investment Team (Media/Tech) | 2021–2023 | Buy-side/media/tech coverage |
| Eden Productions | Production Executive | 2020–2023 | Film/TV production |
| Artist Management | Artist Manager | 2016–2019 | Direct artist support |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Access Industries | Executive Committee member | Ongoing | Access is WMG’s controlling stockholder |
| WMG/Blavatnik Family Foundation Social Justice Fund | Director | 2020–present | Social impact governance role |
Board Governance
- Independence: Not independent; Access-affiliated and son of Len Blavatnik (Access founder, Vice Chairman) .
- Committee assignments: Executive Committee member; Compensation Committee member (committee also includes two independent directors) .
- Committee meeting cadence FY2024: Audit (4); Compensation (3); Nominating & Governance (1); Executive (0); Finance (0, acted by unanimous written consent) .
- Board attendance: Each director attended at least 75% of Board and committee meetings in FY2024; directors are expected to attend annual meetings .
- Board leadership: Independent Chairman (Michael Lynton) .
- Controlled company: Access holds >50% voting power; WMG utilizes controlled-company exemptions for committee independence, though Audit remains fully independent per rules .
Fixed Compensation
| Role | Component | FY2024 Amount | Notes |
|---|---|---|---|
| Director (non-employee) | Annual cash retainer | $0 | Access-affiliated directors receive no director compensation while Access owns >50% |
| Director (non-employee) | Annual equity award | $0 | Access-affiliated directors receive none |
| Employee (Special Advisor) | Base salary | $125,000 | At-will employment arrangement in 2024 |
| Employee (Special Advisor) | Target bonus | $25,000 | Total annual compensation target ~$150,000 |
Performance Compensation
| Program | Metrics | Terms | Applicability |
|---|---|---|---|
| Annual executive bonuses | Adjusted OIBDA; Revenue | Company uses these measures to link pay to performance; committee discretion overlays | |
| Long-term equity (NEOs) | RSUs/PSUs; TSR vs peer group | Applies to NEOs; PSUs settle based on TSR percentiles | |
| Val Blavatnik bonus | Not disclosed | No specific performance metrics disclosed for his $25k target bonus |
Other Directorships & Interlocks
| Entity | Relationship | Governance/Conflict Consideration |
|---|---|---|
| Access Industries | Controlling stockholder; multiple Access executives/directors on WMG Board (Len Blavatnik, Lincoln Benet, Donald Wagner) | Concentrated control; board designation rights and consent rights under Stockholder Agreement |
| Mattel, Inc. | WMG has distribution agreement revenue; Mattel’s CEO Ynon Kreiz sits on WMG Board | Related-party commercial tie; $2.2m earned in FY2024; $1.7m in FY2023 |
| Deezer S.A. | Access owns interest; WMG licenses repertoire to Deezer | Payments to WMG: ~$41m (FY2024), ~$40m (FY2023), ~$36m (FY2022); Publishing licenses add ~$2m per year |
Expertise & Qualifications
- Media/entertainment investments and production: LionTree, Eden Productions .
- Music industry operating exposure and artist management experience .
- Academic credentials: USC B.A.; MBA candidate (Harvard) .
Equity Ownership
| Holder | Class A Shares | Class B Shares | Ownership % |
|---|---|---|---|
| Val Blavatnik | 96,494 | — | <1% of Class A; zero Class B |
| Len Blavatnik (for context) | — | 374,517,252 | 99.8% of Class B (20 votes/share) |
| Note on pledging | Entertainment Holdings II LLC (Access affiliate) | Class B significant portion pledged under loan facility | Pledge disclosed; governance sensitivity to collateralization |
Director Compensation Program (FY2024)
| Item | Amount |
|---|---|
| Non-employee director annual cash retainer | $100,000 |
| Non-employee director annual equity award | $175,000 restricted stock; one-year vesting |
| Committee chair fees (cash) | $15,000 per committee |
| Committee member fees (cash) | $5,000 per committee |
| Access-affiliated directors | Not entitled to director/committee compensation while Access >50% |
| Stock ownership guideline (non-Access directors) | 4x cash retainer; retain net shares until met |
Related-Party Transactions (Governance-Relevant)
| Transaction | Counterparty | FY2024 Amount | Terms/Notes |
|---|---|---|---|
| LA HQ (Ford Factory) lease | Access affiliate | ~$14,000,000 | Market-based lease assumed by Access; fixed annual increases; ~6 years remaining + 10-year extension option |
| NYC office license (Blavatnik Archive) | Access | Immaterial FY2024 | $2,775/month + $1,000/month IT; market-based |
| London HQ lease (Wrights Lane) | Access affiliate | Rent £3,460,250/year; extended to Dec 24, 2030 | Market-rate rent review; extension executed Jun 26, 2023 |
| Deezer licensing | Deezer S.A. (Access-affiliated) | ~$41m (2024); ~$40m (2023); ~$36m (2022) | Global licensing; additional publishing licenses ~$2m per year (PEDL/LatAm) |
| Mattel distribution | Mattel, Inc. | ~$2,200,000 (2024); ~$1,700,000 (2023) | WMG distributes Mattel catalog; WMG director is Mattel CEO (interlock) |
| Employment arrangement | Val Blavatnik | ~$150,000 target (salary $125k + bonus $25k) | Special Advisor to CEO; at-will arrangement |
Governance Assessment
-
Positive signals:
- Independent Chairman; majority-independent Board overall despite controlled status .
- Audit Committee fully independent and financially literate, with three “financial experts” designated .
- Formal related-party transaction policy with Audit Committee review/approval .
- Regular executive sessions; structured committee charters and annual evaluations .
-
Red flags and conflict risks:
- Val is not independent, is Access-affiliated, and simultaneously holds an employee role at WMG while serving on the Compensation Committee—an atypical structure that can impair perceived independence of pay oversight in a controlled company context .
- Access’s extensive consent rights (M&A, capital actions, auditor changes, senior officer appointments, board size/committee authority) concentrate control and can constrain Board autonomy; nomination rights ensure Access-designated Chair while ≥35% voting power .
- Multiple related-party arrangements with Access affiliates (major leases, Deezer licensing) and interlocks with Mattel increase the potential for perceived conflicts; large related-party economics (e.g., ~$41m from Deezer) magnify diligence needs .
- Pledging of Class B shares by an Access affiliate under a loan facility introduces collateralization risk; while not Val’s personal pledge, it underscores control concentration and financing dependencies .
-
Engagement and attendance:
- Meets minimum attendance threshold (≥75% FY2024), but detailed per-meeting attendance is not disclosed; annual meeting attendance is expected .
Investor implications: In a controlled company, governance risk centers on independence and related-party oversight. Val’s dual role (employee + Compensation Committee) and Access’s structural rights warrant heightened scrutiny of incentive design, consultant use, and recusals on matters involving Access/Blavatniks. Mitigants include independent Audit oversight and an independent Chairman; however, the compensation governance profile is below typical best practice for widely held issuers .
Appendix: Committee & Meeting Summary (FY2024)
| Committee | Members | Independent Members | Meetings (FY2024) | Key Oversight |
|---|---|---|---|---|
| Audit | Nancy Dubuc (Chair), Noreena Hertz, Ynon Kreiz | All 3 | 4 | Financial reporting, internal controls, compliance, auditor |
| Compensation | Lincoln Benet (Chair), Val Blavatnik, Mathias Döpfner, Ceci Kurzman | Döpfner, Kurzman | 3 | Executive pay oversight; report in proxy |
| Executive | Michael Lynton (Chair), Len Blavatnik, Val Blavatnik, Lincoln Benet, Nancy Dubuc, Donald Wagner | Mixed | 0 | Board authority between meetings |
| Finance | Donald Wagner (Chair), Michael Lynton, Robert Kyncl | Mixed | 0 (acted by consent) | Capital structure, liquidity, dividends |
| Nominating & Governance | Lincoln Benet (Chair), Noreena Hertz, Ynon Kreiz, Ceci Kurzman, Donald Wagner | Hertz, Kreiz, Kurzman | 1 | Board composition, governance, ESG |