January 29, 2020 The Executive Committee of the Board The Recording Academy 3030 Olympic Blvd Santa Monica, CA 90404n. Re: Transpareney and Accountability Dear Executive Committee: am writing to call for transparency and accountability. On January 16, 2020, the Recording Academy summarily put me on administrative leave and leaked that information to the press, along with a statement that I was under investigation for misconduct. Then, on January 20, 2020, the Academy issued a letter (leaked to the press) falsely insinuating that I extorted the Academy. The letter also outrageously complained about “leaks” regarding this matter even though it was the Academy that decided to make this matter public. ‘The following day, after I filed my EEOC Charge, the Academy accused me in the media of only raising concerns after a complaint was made against me. The Academy knew that this statement was false. The Academy also falsely asserted that the Grammys were being “stolen” by me. The Academy stated that it would work to “resolve this matter as quickly as possible,” but instead, in the days that followed, Board Chair Harvey Mason, Jr. called multiple high-profile artists to disparage me. ‘The Academy intentionally brought this dispute to the public’s attention, and I am asking you to agree to let the public and music industry access the legal proceedings to come in this case. 1 have nothing to hide. The public and the music industry have the right to know what is going on behind closed doors at the Academy. Even putting aside the Academy’s conduct to date, as a public not-for-profit and a charitable organization, the Academy has an obligation to conduct itself transparently. However, as you likely know, at the time I agreed to become CEO and President of the Academy, I was required to agree to “arbitrate” any and all disputes between myself and the Academy. Arbitration is purportedly a quasi-judicial process through which disputes that would otherwise be resolved by a judge and jury are instead decided by a single “arbitrator.” Arbitration is also secret and confidential. Iam calling upon the Academy to voluntarily release me from the arbitration agreement. The public is not permitted to access or even learn about what is happening during the arbitration process. Thus, to the extent that the Academy is successful in forcing me to arbitrate my claims, it will simultaneously be denying the music industry and the public at large information concerning the issues raised in my EEOC Charge, including, among other things, discrimination, wasteful spending, sexual harassment, self-dealing, conflicts of interest and irregularities in the Grammys voting process. Clearly the public cannot come to a conclusion if itis denied access to the evidence. While I understand that it might be in your interest to keep the evidence andExecutive Committee January 29, 2020 Page 2 proceedings behind closed doors, the public and the industry have a right to know what is going on in the Academy, which is a “public” not-for-profit organization, In addition to being secret and confidential, it is no secret that forced arbitration presents a barrier to justice for victims of harassment, discrimination and other misconduct. Forced arbitration takes away a victim’s right to a trial by a jury of her peers, and at the same time provides protection for perpetrators of misconduct. This double-edged sword perpetuates misconduct in the workplace and allows corporate entities — which are universally the “client” of the arbitrator in the employment context — to sweep unlawful conduct under the rug. Many companies, including Facebook, Uber, Microsoft, Google and Orrick Herrington & Sutcliffe LLP, among others, are voluntarily doing away with forced arbitration in a variety of circumstances. These measures are being taken simply in recognition that forced arbitration is, immoral, contrary to all notions of justice and counterproductive to remedying sexual misconduct. Indeed, when Microsoft eliminated forced arbitration for sexual harassment victims, it issued the following statement: “The silencing of people’s voices has clearly had an impact in perpetuating sexual harassment.” ‘The media has also reported on the damaging impact that forced arbitration has on victims of unlawful workplace conduct. The New York Times, in “/n Arbitration, a Privatization of the Judicial System” by Jessica Silver-Greenberg and Michael Corkery, accurately reported that in arbitration “rules tend to favor businesses, and judges and juries have been replaced by arbitrators who commonly consider the companies their clients.” In the same article, quoting law professor Myriam Gilles, the New York Times reported that because of the proliferation of forced arbitration, “Americans are actively being deprived of their rights.” In Board Chair Harvey Mason’s January 26, 2020 statement, he wrote to the membership: “We can all be proud that we are recommitting ourselves to transparency.” Mr. Mason also wrote that as a“leading voice in the industry” the Academy “has an obligation to be on the frontline of [] change.” Lagree. Asa leading public not-for-profit and the representative of so many disenfranchised and underserved artists, the Academy should always lead by example and take a stand against injustice in every form. The Academy also should alwavs stand for transparency. That is why I am calling upon the Academy to release me and all other individuals from any and all arbitration agreements. Finally, the need to waive my arbitration agreement is further highlighted by the fact that the Academy has asked me to participate in an “investigation” into my complaints. However, the results of the investigation are a foregone conclusion because the process is completely biased To begin, the “investigator” that has been retained by the Academy was recommended and handpicked by Proskauer Rose, LLP. | identified Proskauer in my EEOC Charge as one of the law firms that is “in bed” with the Academy. Indeed, Proskauer partner Chuck Ortner is National Legal Counsel to the Academy and, according to media reports, is one of very few individuals that are said to “largely run” the Academy and Grammys leadership. Mr. Ortner is also on the Board of the Academy’s Museum, and his firm is plainly conflicted given theExecutive Committee January 29, 2020 Page 3 millions that it has received and continues to receive from the Academy. Thus, we have a situation wherein you have Proskauer tasked with hiring the investigator that will, in part, investigate Proskauer. To make matters worse, the attomey at Proskauer that retained the investigator ~ Anthony Oneidi, Esq., who has worked with the investigator in the past at a mediation — actually represented the Academy against me after I sent my December 22, 2019 email in which I outlined the complaints that are supposedly the subject of thi tigation. Given the various (false) statements that the Academy has made about the discussions between Mr. Oneidi and one of my attomeys, Mr. Oncidi is actually a witness in (and should be a subject of) the investigation. Yet, he is choosing the investigator. In addition to the above, Mr. Oneidi’s colleague, Chuck Ortner, Esq., represented to my attomey unequivocally that Mr. Portnow was never alleged to have raped a woman, We all know with certainty that this is not true. Clearly, I cannot possibly trust that Proskauer’s choice of investigator will be neutral. As for the investigator herself, she has done approximately 1,000 investigations. She was unable to provide us with the number of times that she has found for the employee because she claims not to track the results. However, according to her, she is hired by the employer every single time she does an investigation. The investigator will not produce a copy of her retainer agreement with the Academy so that we can see how much she is being paid for her “investigation,” and has affirmatively represented that she does not know to whom the results, will be reported. Tam also expected to participate in this investigation even though the investigator has denied my request for access to all the evidence and documents that she amasses during the investigation. In contrast, the Academy (who will be paying the investigator) will have all the evidence that is amassed, and will be able to conceal that evidence from the public and the music industry. The Academy also will be able to leak or otherwise disseminate whatever information it believes will harm me, and I will have no recourse. My concerns are bolstered by the fact that the investigator refused to indicate whether her findings will be made public or whether the Academy would agree to waive the arbitration provision so that all future proceedings will be public. 1 want nothing more than to participate in a complete, thorough and truly independent investigation. In fact, through my attomeys, I specifically called for such an investigation. cannot, in good conscience, participate in an investigation rife with conflicts of interest and obvious partiality. Thus, I am proposing that we, together, mutually select an investigator who is independent and who would report to all parties and not just the Academy. As a publie not-for- profit and a charitable organization, the Academy has an obligation to ensure that it acts with impartiality and fairness in everything it does. In this case, that would mean agreeing to my proposal to mutually select a fair and impartial investigator. At a very minimum, an investigator retained by my counsel should be permitted to work jointly with your investigator and have fullExecutive Committee January 29, 2020 Page 4 access to all documents, witnesses and other evidence. Please let me know if you will agree to cither of these proposals designed to ensure faimess and transparency. I look forward to your response. Sincoffly, President and Chief Executivg ficer, Recording Academy ce: Tina Tehen, Recording Academy Task Force Chair (via email)