Ynon Kreiz
Director at WMG
Board
About Ynon Kreiz
Ynon Kreiz (age 59) has served as an independent director of Warner Music Group (WMG) since May 9, 2016. He is Chairman & CEO of Mattel, Inc. (since May 2018), and previously led Maker Studios (CEO/Chairman), Endemol Group (Chairman/CEO), and Fox Kids Europe (Co‑founder/Chairman/CEO); he holds a B.A. in Economics & Management (Tel Aviv University) and an MBA (UCLA Anderson), where he serves on the Board of Advisors . He is an independent director under Nasdaq rules, sits on WMG’s Audit Committee and Nominating & Corporate Governance Committee, and is designated an “audit committee financial expert” by the Board .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Fox Kids Europe N.V. | Co‑founder, Chairman & CEO | 1996–2002 | Built a leading pay‑TV channel across 56 countries |
| Balderton Capital (formerly Benchmark Capital Europe) | General Partner | 2005–2007 | Venture investing experience |
| Endemol Group | Chairman & CEO | 2008–2011 | Led one of the largest independent TV producers |
| Maker Studios | Chairman & CEO | 2013–2016 | Scaled one of the largest YouTube short‑form content networks |
External Roles
| Organization | Role | Since | Committees/Notes |
|---|---|---|---|
| Mattel, Inc. (public) | Chairman & CEO; Director | 2018 | Industry operating expertise; WMG notes a commercial distribution relationship with Mattel (see Related‑Party) |
| UCLA Anderson School of Management | Board of Advisors | N/A | Alumni leadership/education affiliation |
Board Governance
| Attribute | Detail |
|---|---|
| Independence | Independent under Nasdaq standards |
| WMG Board tenure | Director since 2016 |
| Committees | Audit; Nominating & Corporate Governance |
| Committee chair roles | None (Audit Chair: Nancy Dubuc; Nominating Chair: Lincoln Benet) |
| Audit “financial expert” designation | Yes (Board determined all Audit members, including Kreiz, meet SEC/Nasdaq “financial expert” criteria) |
| Meetings/attendance | Board met 6 times in FY2024; each director attended ≥75% of Board and committee meetings |
| Committee meeting cadence (FY2024) | Audit: 4 meetings; Nominating & Corporate Governance: 1 meeting |
| Board leadership | Independent Chairman (Michael Lynton) |
| Executive sessions | Regular non‑management sessions; at least one independent‑only session annually |
Fixed Compensation
| Component (Non‑Employee Director Program) | Amount/Terms |
|---|---|
| Annual cash retainer | $100,000 (cash) |
| Committee member fees | $5,000 per committee per year (Audit; Compensation; Nominating; Executive; Finance) |
| Committee chair fees | $15,000 per committee chair per year |
| Board Chair additional retainer | $45,000 cash + $80,000 restricted stock, 1‑year vest |
| Expense reimbursement | Travel and director education fees reimbursed |
| Ynon Kreiz – Director Compensation by Year | FY2023 | FY2024 |
|---|---|---|
| Cash fees (retainer + committee) | $110,000 | $110,000 |
| Stock awards (grant‑date fair value) | $175,000 | $175,001 |
| Total | $285,000 | $285,001 |
Notes: The $110,000 cash in FY2024 equals $100,000 annual retainer + $5,000 Audit Committee member + $5,000 Nominating & Corporate Governance Committee member .
Performance Compensation
| Equity Element | Metric/Design | Grant Value/Timing | Vesting | Notes |
|---|---|---|---|---|
| Annual equity award (directors) | Time‑based restricted stock | $175,001 (FY2024) | One‑year vesting | Non‑performance; aligns ownership without options/PSUs for directors |
No director PSUs/options or performance metrics are used for non‑employee director equity at WMG; equity awards are time‑based restricted stock with one‑year vesting .
Other Directorships & Interlocks
| Entity | Relationship | Interlock/Transaction Detail | Financial Magnitude |
|---|---|---|---|
| Mattel, Inc. | Kreiz is Chairman & CEO; Director at Mattel | WMG subsidiary distributes Mattel’s catalog and new materials (digital/physical) | WMG earned ~$2.2m (FY2024) and ~$1.7m (FY2023) from the Mattel agreement |
| Mattel, Inc. | Noreena Hertz (WMG director) also on Mattel board | Board interlock within WMG (Kreiz and Hertz at Mattel), potential governance consideration | Same transaction context as above |
Expertise & Qualifications
- Senior public company CEO experience (Mattel) and prior CEO roles in TV/digital media; deep media, licensing, and franchise management background .
- Audit Committee “financial expert” designation; financial literacy and oversight capability .
- Global operating and strategic experience across Europe, Middle East, U.S.; venture investing background (Balderton) .
Equity Ownership
| Ownership Attribute | Detail |
|---|---|
| Total beneficial ownership (Class A) | 25,212 shares (less than 1%) |
| Vested vs. unvested | 20,299 vested Class A shares; 4,913 unvested restricted stock (director compensation) |
| Ownership as % of outstanding | <1% of Class A; Class A outstanding 144,300,695; Class B outstanding 375,380,313 (as of Jan 6, 2025) |
| Pledging/hedging | Company policy prohibits hedging, pledging, and short sales by directors |
| Director ownership guidelines | 4× annual cash retainer; must retain 100% of net shares until met |
| Compliance status | Not specifically disclosed for individual directors in the proxy |
Related‑Party Transactions (Potential Conflicts)
| Counterparty | Nature | Period/Amount | Governance Consideration |
|---|---|---|---|
| Mattel, Inc. | Digital distribution and physical license (existing catalog + new material) | ~$2.2m (FY2024), ~$1.7m (FY2023) earned by WMG | Kreiz is Mattel’s Chairman & CEO; Noreena Hertz also on Mattel board (interlock). Board still determined Kreiz independent under Nasdaq |
| Deezer (Access‑affiliated) | Streaming license and publishing arrangements | ~$41m (FY2024), ~$40m (FY2023), ~$36m (FY2022) to WMG; plus publishing ~$2m/year | Controlled company context; disclosed Access affiliation; indicates governance transparency |
Governance Assessment
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Strengths
- Independent director with deep operating experience; serves on Audit and Nominating committees; designated audit committee financial expert, bolstering financial oversight .
- Consistent attendance (Board disclosure that each director attended ≥75%); Audit and Nominating committees met during FY2024 (Audit: 4; Nominating: 1) .
- Director pay structure stable YoY with meaningful equity component; stock ownership guidelines require 4× retainer; hedging/pledging prohibited, aligning interests .
-
Considerations/Monitoring
- Controlled company exemptions apply (e.g., not all committees fully independent), though Board Chairman is independent and majority of the Board is independent .
- Related‑party exposure: WMG’s distribution agreement with Mattel while Kreiz is Mattel’s CEO, and a board interlock via another WMG director (Hertz) also serving on Mattel’s board. Amounts are modest relative to WMG scale but merit continued oversight and recusal practices where appropriate. RED FLAG: Potential perceived conflict if transaction scope grows materially .
- Individual compliance with ownership guidelines not explicitly disclosed; continue to monitor beneficial ownership accumulation against 4× retainer requirement .
-
Vote/Shareholder Signals
- 2025 annual meeting: All nominees, including Ynon Kreiz, were re‑elected; no say‑on‑pay was on the ballot. Kreiz received ~7.596B votes “For,” with ~14.74M “Against” and ~4.63M abstentions (reflecting WMG’s controlled voting structure) .
Overall: Kreiz brings high‑relevance operating and media expertise and strengthens audit oversight; the Mattel commercial relationship and interlock should remain a focal point for conflict‑management and disclosure (mitigated by independence determination and transparent related‑party disclosures) .