XML 27 R2.htm IDEA: XBRL DOCUMENT

Pay vs Performance Disclosure - USD ($)

4 Months Ended

9 Months Ended

12 Months Ended

Jan. 31, 2023

Sep. 30, 2023

Sep. 30, 2023

Sep. 30, 2022

Sep. 30, 2021

Pay vs Performance Disclosure [Table]

Pay vs Performance [Table Text Block]

PAY VERSUS PERFORMANCE

In accordance with SEC rules, this section presents information about the relationship between the compensation paid to our executives and certain Company financial performance metrics. For information about the Company’s compensation philosophy and objectives, please refer to the compensation discussion and analysis above, under the heading “Executive Compensation Objectives and Philosophy.”

			Summary Compensation Table Total for PEO						Compensation Actually Paid to PEO						Average Summary Compensation Table Total for Non-PEO NEOs⁽²⁾			Average Compensation Actually Paid to Non-PEO NEOs⁽³⁾			Value of Initial Fixed $100 Investment Based On:						Net Income (millions)⁽⁵⁾			Adjusted OIBDA (millions)⁽⁶⁾
Year			Mr. Cooper⁽¹⁾			Mr. Kyncl⁽¹⁾			Mr. Cooper⁽³⁾			Mr. Kyncl⁽³⁾						Average Compensation Actually Paid to Non-PEO NEOs⁽³⁾			WMG Total Shareholder Return			Peer Group Total Shareholder Return⁽⁴⁾			Net Income (millions)⁽⁵⁾			Adjusted OIBDA (millions)⁽⁶⁾
2023			$18,006,190			$20,426,385			$21,638,202			$21,075,967			$7,848,931			$7,843,724			$111			$133			$439			$1,235
2022			$19,075,148			$—			$12,523,840			$—			$5,896,608			$5,606,281			$95			$92			$555			$1,149
2021			$10,670,683			$—			$10,004,288			$—			$5,348,178			$5,273,999			$149			$164			$307			$1,018

(1)	Reflects the amount of total compensation reported in the Summary Compensation Table (“SCT”) for our Principal Executive Officer (“PEO”) for the applicable year. See “Director and Executive Compensation—Summary Compensation Table.”

(2)

Reflects the average of the total compensation reported in the SCT for the Company’s NEOs as a group (excluding the PEOs) for the applicable year. The NEOs included in this calculation for 2021 are Eric Levin, Max Lousada, Carianne Marshall, and Guy Moot. The NEOs included in this calculation for 2022 are Eric Levin, Louis Dickler, Max Lousada, Carianne Marshall, and Guy Moot. The NEOs included in this calculation for 2023 are Eric Levin, Max Lousada, Carianne Marshall, and Guy Moot. See “Director and Executive Compensation—Summary Compensation Table.”

(3)

Amounts reported in this column represent the amount of compensation actually paid (“CAP”) to the PEO or the non-PEO NEOs, as applicable, computed in accordance with Item 402(v) of Regulation S-K. The dollar amounts do not reflect the actual amount of compensation earned by or paid during the applicable year. In accordance with the requirements of Item 402(v) of Regulation S-K, the CAP reported for the PEOs and the non-PEO NEOs reflects the following adjustments to the total compensation reported in the SCT to determine the applicable CAP:

SCT to CAP Reconciliation			2023									2022									2021
			PEO						Average Non-PEO NEOs			PEO						Average Non-PEO NEOs			PEO						Average Non-PEO NEOs
			Mr. Cooper			Mr. Kyncl			Average Non-PEO NEOs			Mr. Cooper			Mr. Kyncl			Average Non-PEO NEOs			Mr. Cooper			Mr. Kyncl			Average Non-PEO NEOs
Reported SCT Total Compensation:			$18,006,190			$20,426,385			$7,848,931			$19,075,148			$—			$5,896,608			$10,670,683			$—			$5,348,178
Value of RSUs and PSUs reported in SCT			$(15,006,190)			$(15,347,525)			$(1,984,365)			$(16,075,148)			$—			$(447,697)			$(6,627,873)			$—			$(499,994)
Year-end fair value of unvested RSUs and PSUs granted in the current fiscal year			$6,398,849			$15,997,107			$1,771,101			$11,955,895			$—			$329,376			$5,961,478			$—			$425,815
Year-over-year difference of year-end fair values for unvested awards granted in prior years			$4,673,353			$—			$208,057			$(2,432,055)			$—			$(172,006)			$			$—			$—
Fair value as of the vesting date for awards that are granted and vest in the same covered fiscal year.			$7,566,000			$			$			$			$			$			$			$			$
CAP:			$21,638,202			$21,075,967			$7,843,724			$12,523,840			$—			$5,606,281			$10,004,288			$—			$5,273,999

(4)	Represents the weighted peer group total shareholder return (“TSR”), weighted according to the respective companies’ stock market capitalization at the beginning of each period for which a return is indicated. The peer group used for this purpose is the S&P 500 Media & Entertainment Index.

(5)	Reflects “Net Income” in the Company’s Consolidated Financial Statements included in the Company’s Form 10-K for the applicable fiscal year.

(6)

We evaluate our operating performance based on several factors, including our primary financial measure of operating income (loss) before non-cash depreciation of tangible assets and non-cash amortization of intangible assets, adjusted to exclude the impact of certain items that affect comparability including but not limited to gains or losses on divestitures and expenses related to restructuring, transformation initiatives and non-cash stock-based compensation and other related expenses (“Adjusted OIBDA”). We believe that Adjusted OIBDA provides relevant and useful information for investors because it clarifies our actual operating performance, makes it easier to compare our results with those of other companies in our industry and allows investors to review performance in the same way as our management.

Company Selected Measure Name

Adjusted OIBDA

Named Executive Officers, Footnote [Text Block]

(2)

Reflects the average of the total compensation reported in the SCT for the Company’s NEOs as a group (excluding the PEOs) for the applicable year. The NEOs included in this calculation for 2021 are Eric Levin, Max Lousada, Carianne Marshall, and Guy Moot. The NEOs included in this calculation for 2022 are Eric Levin, Louis Dickler, Max Lousada, Carianne Marshall, and Guy Moot. The NEOs included in this calculation for 2023 are Eric Levin, Max Lousada, Carianne Marshall, and Guy Moot. See “Director and Executive Compensation—Summary Compensation Table.”

Peer Group Issuers, Footnote [Text Block]

(4)	Represents the weighted peer group total shareholder return (“TSR”), weighted according to the respective companies’ stock market capitalization at the beginning of each period for which a return is indicated. The peer group used for this purpose is the S&P 500 Media & Entertainment Index.

Adjustment To PEO Compensation, Footnote [Text Block]

(3)

Amounts reported in this column represent the amount of compensation actually paid (“CAP”) to the PEO or the non-PEO NEOs, as applicable, computed in accordance with Item 402(v) of Regulation S-K. The dollar amounts do not reflect the actual amount of compensation earned by or paid during the applicable year. In accordance with the requirements of Item 402(v) of Regulation S-K, the CAP reported for the PEOs and the non-PEO NEOs reflects the following adjustments to the total compensation reported in the SCT to determine the applicable CAP:

SCT to CAP Reconciliation			2023									2022									2021
			PEO						Average Non-PEO NEOs			PEO						Average Non-PEO NEOs			PEO						Average Non-PEO NEOs
			Mr. Cooper			Mr. Kyncl			Average Non-PEO NEOs			Mr. Cooper			Mr. Kyncl			Average Non-PEO NEOs			Mr. Cooper			Mr. Kyncl			Average Non-PEO NEOs
Reported SCT Total Compensation:			$18,006,190			$20,426,385			$7,848,931			$19,075,148			$—			$5,896,608			$10,670,683			$—			$5,348,178
Value of RSUs and PSUs reported in SCT			$(15,006,190)			$(15,347,525)			$(1,984,365)			$(16,075,148)			$—			$(447,697)			$(6,627,873)			$—			$(499,994)
Year-end fair value of unvested RSUs and PSUs granted in the current fiscal year			$6,398,849			$15,997,107			$1,771,101			$11,955,895			$—			$329,376			$5,961,478			$—			$425,815
Year-over-year difference of year-end fair values for unvested awards granted in prior years			$4,673,353			$—			$208,057			$(2,432,055)			$—			$(172,006)			$			$—			$—
Fair value as of the vesting date for awards that are granted and vest in the same covered fiscal year.			$7,566,000			$			$			$			$			$			$			$			$
CAP:			$21,638,202			$21,075,967			$7,843,724			$12,523,840			$—			$5,606,281			$10,004,288			$—			$5,273,999

Non-PEO NEO Average Total Compensation Amount

$ 7,848,931

$ 5,896,608

$ 5,348,178

Non-PEO NEO Average Compensation Actually Paid Amount

$ 7,843,724

5,606,281

5,273,999

Adjustment to Non-PEO NEO Compensation Footnote [Text Block]

(3)

Amounts reported in this column represent the amount of compensation actually paid (“CAP”) to the PEO or the non-PEO NEOs, as applicable, computed in accordance with Item 402(v) of Regulation S-K. The dollar amounts do not reflect the actual amount of compensation earned by or paid during the applicable year. In accordance with the requirements of Item 402(v) of Regulation S-K, the CAP reported for the PEOs and the non-PEO NEOs reflects the following adjustments to the total compensation reported in the SCT to determine the applicable CAP:

SCT to CAP Reconciliation			2023									2022									2021
			PEO						Average Non-PEO NEOs			PEO						Average Non-PEO NEOs			PEO						Average Non-PEO NEOs
			Mr. Cooper			Mr. Kyncl			Average Non-PEO NEOs			Mr. Cooper			Mr. Kyncl			Average Non-PEO NEOs			Mr. Cooper			Mr. Kyncl			Average Non-PEO NEOs
Reported SCT Total Compensation:			$18,006,190			$20,426,385			$7,848,931			$19,075,148			$—			$5,896,608			$10,670,683			$—			$5,348,178
Value of RSUs and PSUs reported in SCT			$(15,006,190)			$(15,347,525)			$(1,984,365)			$(16,075,148)			$—			$(447,697)			$(6,627,873)			$—			$(499,994)
Year-end fair value of unvested RSUs and PSUs granted in the current fiscal year			$6,398,849			$15,997,107			$1,771,101			$11,955,895			$—			$329,376			$5,961,478			$—			$425,815
Year-over-year difference of year-end fair values for unvested awards granted in prior years			$4,673,353			$—			$208,057			$(2,432,055)			$—			$(172,006)			$			$—			$—
Fair value as of the vesting date for awards that are granted and vest in the same covered fiscal year.			$7,566,000			$			$			$			$			$			$			$			$
CAP:			$21,638,202			$21,075,967			$7,843,724			$12,523,840			$—			$5,606,281			$10,004,288			$—			$5,273,999

Compensation Actually Paid vs. Total Shareholder Return [Text Block]

CAP compared to TSR, Net Income and Adjusted OIBDA; Company TSR Compared to the S&P 500 Media & Entertainment Index

From 2021 to 2023, PEO CAP for Mr. Cooper increased by $11,633,914 or 116%, the average CAP for the non-PEO NEOs increased by $2,569,725 or 49%, and the average of Mr. Cooper’s and Mr. Kyncl’s PEO CAP for fiscal year 2023 increased by $11,352,797 or 113% as compared to Mr. Cooper’s PEO CAP for fiscal year 2021. For the same period, net income increased by $132 million or 43%, and Adjusted OIBDA increased by $217 million or 21%. Also during this period, cumulative WMG TSR was 11%, and cumulative TSR for the S&P 500 Media & Entertainment Index was 33%.

As discussed in greater detail under the heading “Director and Executive Compensation,” the Compensation Committee considers many factors when making decisions concerning the compensation of our executive officers. Adjusted OIBDA and revenue are examples of indicators of the Company’s overall financial performance, which may directly or indirectly impact the Company’s compensation decisions as well as CAP. However, as calculated under SEC rules, CAP reflects adjusted values to unvested and vested equity awards, GAAP valuation assumptions, and projected performance modifiers but does not reflect actual amounts realized by our executives for those awards.

Compensation Actually Paid vs. Net Income [Text Block]

CAP compared to TSR, Net Income and Adjusted OIBDA; Company TSR Compared to the S&P 500 Media & Entertainment Index

From 2021 to 2023, PEO CAP for Mr. Cooper increased by $11,633,914 or 116%, the average CAP for the non-PEO NEOs increased by $2,569,725 or 49%, and the average of Mr. Cooper’s and Mr. Kyncl’s PEO CAP for fiscal year 2023 increased by $11,352,797 or 113% as compared to Mr. Cooper’s PEO CAP for fiscal year 2021. For the same period, net income increased by $132 million or 43%, and Adjusted OIBDA increased by $217 million or 21%. Also during this period, cumulative WMG TSR was 11%, and cumulative TSR for the S&P 500 Media & Entertainment Index was 33%.

As discussed in greater detail under the heading “Director and Executive Compensation,” the Compensation Committee considers many factors when making decisions concerning the compensation of our executive officers. Adjusted OIBDA and revenue are examples of indicators of the Company’s overall financial performance, which may directly or indirectly impact the Company’s compensation decisions as well as CAP. However, as calculated under SEC rules, CAP reflects adjusted values to unvested and vested equity awards, GAAP valuation assumptions, and projected performance modifiers but does not reflect actual amounts realized by our executives for those awards.

Compensation Actually Paid vs. Company Selected Measure [Text Block]

CAP compared to TSR, Net Income and Adjusted OIBDA; Company TSR Compared to the S&P 500 Media & Entertainment Index

From 2021 to 2023, PEO CAP for Mr. Cooper increased by $11,633,914 or 116%, the average CAP for the non-PEO NEOs increased by $2,569,725 or 49%, and the average of Mr. Cooper’s and Mr. Kyncl’s PEO CAP for fiscal year 2023 increased by $11,352,797 or 113% as compared to Mr. Cooper’s PEO CAP for fiscal year 2021. For the same period, net income increased by $132 million or 43%, and Adjusted OIBDA increased by $217 million or 21%. Also during this period, cumulative WMG TSR was 11%, and cumulative TSR for the S&P 500 Media & Entertainment Index was 33%.

As discussed in greater detail under the heading “Director and Executive Compensation,” the Compensation Committee considers many factors when making decisions concerning the compensation of our executive officers. Adjusted OIBDA and revenue are examples of indicators of the Company’s overall financial performance, which may directly or indirectly impact the Company’s compensation decisions as well as CAP. However, as calculated under SEC rules, CAP reflects adjusted values to unvested and vested equity awards, GAAP valuation assumptions, and projected performance modifiers but does not reflect actual amounts realized by our executives for those awards.

Total Shareholder Return Vs Peer Group [Text Block]

CAP compared to TSR, Net Income and Adjusted OIBDA; Company TSR Compared to the S&P 500 Media & Entertainment Index

From 2021 to 2023, PEO CAP for Mr. Cooper increased by $11,633,914 or 116%, the average CAP for the non-PEO NEOs increased by $2,569,725 or 49%, and the average of Mr. Cooper’s and Mr. Kyncl’s PEO CAP for fiscal year 2023 increased by $11,352,797 or 113% as compared to Mr. Cooper’s PEO CAP for fiscal year 2021. For the same period, net income increased by $132 million or 43%, and Adjusted OIBDA increased by $217 million or 21%. Also during this period, cumulative WMG TSR was 11%, and cumulative TSR for the S&P 500 Media & Entertainment Index was 33%.

As discussed in greater detail under the heading “Director and Executive Compensation,” the Compensation Committee considers many factors when making decisions concerning the compensation of our executive officers. Adjusted OIBDA and revenue are examples of indicators of the Company’s overall financial performance, which may directly or indirectly impact the Company’s compensation decisions as well as CAP. However, as calculated under SEC rules, CAP reflects adjusted values to unvested and vested equity awards, GAAP valuation assumptions, and projected performance modifiers but does not reflect actual amounts realized by our executives for those awards.

Tabular List [Table Text Block]

Performance Measures

The performance measures listed below represent the performance measures that link compensation actually paid to our NEOs for fiscal 2023 to company performance. The Company uses these measures in its annual cash incentive program. In addition, share price is a key determinant of the value of long-term incentive awards held by our NEOs in the form of RSUs and PSUs.

Measures for 2023

•	Adjusted OIBDA

•

Revenue

In addition, the number of shares subject to Mr. Kyncl’s PSU award granted during fiscal year 2023 will be determined at the end of the three-year performance period based on the Company’s TSR compared to the TSR of a comparison group of publicly-traded companies, as described above under the heading “Long-Term Equity Incentives—Long-Term Incentive Awards Granted to NEOs in Fiscal Year 2023.”

No other financial performance measures were used to link compensation actually paid to our NEOs to Company performance for the most recently completed fiscal year.

Total Shareholder Return Amount

$ 111

95

149

Peer Group Total Shareholder Return Amount

133

92

164

Net Income (Loss)

$ 439,000,000

$ 555,000,000

$ 307,000,000

Company Selected Measure Amount

1,235,000,000

1,149,000,000

1,018,000,000

Mr. Cooper

Mr. Kyncl

Mr. Cooper

Mr. Cooper

Measure [Axis]: 1

Pay vs Performance Disclosure [Table]

Adjusted OIBDA

Measure [Axis]: 2

Pay vs Performance Disclosure [Table]

Revenue

Mr. Cooper [Member]

Pay vs Performance Disclosure [Table]

PEO Total Compensation Amount

$ 18,006,190

$ 19,075,148

$ 10,670,683

PEO Actually Paid Compensation Amount

21,638,202

12,523,840

10,004,288

Mr. Kyncl [Member]

Pay vs Performance Disclosure [Table]

PEO Total Compensation Amount

20,426,385

0

0

PEO Actually Paid Compensation Amount

21,075,967

0

0

PEO [Member] | Mr. Cooper [Member] | Value of RSUs and PSUs Reported in SCT [Member]

Pay vs Performance Disclosure [Table]

Adjustment to Compensation Amount

(15,006,190)

(16,075,148)

(6,627,873)

PEO [Member] | Mr. Cooper [Member] | Year-End Fair Value of Unvested RSUS and PSUS Granted in the Current Fiscal Year [Member]

Pay vs Performance Disclosure [Table]

Adjustment to Compensation Amount

6,398,849

11,955,895

5,961,478

PEO [Member] | Mr. Cooper [Member] | Year-Over-Year Difference of Year-end Fair Values for Unvested Awards Granted in Prior Years [Member]

Pay vs Performance Disclosure [Table]

Adjustment to Compensation Amount

4,673,353

(2,432,055)

PEO [Member] | Mr. Cooper [Member] | Fair Value as of the Vesting Date for Awards that are Granted and Vest in the Same Covered Fiscal Year [Member]

Pay vs Performance Disclosure [Table]

Adjustment to Compensation Amount

7,566,000

PEO [Member] | Mr. Kyncl [Member] | Value of RSUs and PSUs Reported in SCT [Member]

Pay vs Performance Disclosure [Table]

Adjustment to Compensation Amount

(15,347,525)

0

0

PEO [Member] | Mr. Kyncl [Member] | Year-End Fair Value of Unvested RSUS and PSUS Granted in the Current Fiscal Year [Member]

Pay vs Performance Disclosure [Table]

Adjustment to Compensation Amount

15,997,107

0

0

PEO [Member] | Mr. Kyncl [Member] | Year-Over-Year Difference of Year-end Fair Values for Unvested Awards Granted in Prior Years [Member]

Pay vs Performance Disclosure [Table]

Adjustment to Compensation Amount

0

0

0

Non-PEO NEO [Member] | Value of RSUs and PSUs Reported in SCT [Member]

Pay vs Performance Disclosure [Table]

Adjustment to Compensation Amount

(1,984,365)

(447,697)

(499,994)

Non-PEO NEO [Member] | Year-End Fair Value of Unvested RSUS and PSUS Granted in the Current Fiscal Year [Member]

Pay vs Performance Disclosure [Table]

Adjustment to Compensation Amount

1,771,101

329,376

425,815

Non-PEO NEO [Member] | Year-Over-Year Difference of Year-end Fair Values for Unvested Awards Granted in Prior Years [Member]

Pay vs Performance Disclosure [Table]

Adjustment to Compensation Amount

$ 208,057

$ (172,006)

$ 0