EQUAL EMPLOYMENT OPPORTUNITY COMMISSION

LOS ANGELES DISTRICT OFFICE

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DEBORAH DUGAN, :
:
Claimant, : SUPPLEMENTAL CHARGE OF
: DISCRIMINATION
v. :
:
NATIONAL ACADEMY OF RECORDING ARTS :
AND SCIENCES, :
:
Respondent. :
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1. On January 21, 2020, Claimant Deborah Dugan, the President and Chief

Executive Officer of the National Academy of Recording Arts and Sciences (the “Academy”),

filed a Charge of Discrimination and Retaliation with the Equal Employment Opportunity

Commission (“EEOC”) (the “Charge”) number 480-2020-01753. Ms. Dugan’s Charge is

attached as Exhibit 1.

2. Since the time Ms. Dugan filed the Charge, the Academy has subjected her to

repeated, ongoing and egregious retaliation.

3. First, less than two weeks after the Charge was filed, the Academy sued Ms.

Dugan, asserting outrageous, false and frivolous allegations. The suit was signed by Anthony

Oncidi, Esq., an attorney at Proskauer Rose, LLP (“Proskauer”), one of the very firms that Ms.

Dugan correctly asserted was “in bed” with the Academy. As described in detail herein,

Proskauer has a despicable history of bringing malicious and retaliatory suits against women and

other minorities who dare to speak out against sexual harassment and discrimination in the

workplace. The suit is completely without merit.

4. Then, on March 2, 2020, the Academy terminated Ms. Dugan’s employment

without cause, and immediately leaked that information to the press, along with defamatory and
retaliatory quotes. The decision to terminate Ms. Dugan’s employment was a blatant act of

retaliation. Worse, it is a message to women and minorities of all walks of life that the Academy

is more interested in protecting itself than remedying sexual harassment, discrimination and

voting irregularities, and that anyone who dares to stand against the Academy’s unlawful

conduct will be harshly punished. In Proskauer, the Academy found an obviously conflicted law

firm that was willing to be complicit in the Academy’s unlawful and shameful conduct.

I. BACKGROUND

5. Ms. Dugan’s January 21, 2020 Charge laid bare, in full detail, how the Academy

is run as a boys’ club rife with sexual harassment (including an allegation of rape), gender and

race discrimination (including discrimination against multiple women and minorities), self-

dealing, conflicts of interest and award nomination voting irregularities, among other

misogynistic misconduct.

6. Ms. Dugan’s Charge also detailed the egregious retaliation to which she already

had been subjected after making protected complaints of discrimination.

7. First, on January 16, 2020, just weeks after Ms. Dugan made a formal complaint

with Human Resources (“HR”) the Academy stripped her of all of her responsibilities and put

her on an administrative leave. The Academy’s false explanations for this decision have been all

over the map. Most commonly, the Academy has claimed that Ms. Dugan was put on leave

pending an investigation into a complaint made by her predecessor’s assistant, Claudine Little.

8. This explanation is ridiculous. Ms. Little’s complaint – which, as laid out in the

Charge, was encouraged and seized upon by the Executive Committee in an effort to

manufacture a basis for Ms. Dugan’s ouster – was made prior to Ms. Dugan’s HR complaint.

Ms. Dugan was not put on leave when Ms. Little complained. Rather, Ms. Dugan was only put

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on leave after she made her HR complaint, refused to withdraw it and declined to accept the

Academy’s multi-million dollar offer to settle her claims and walk away. Moreover, Ms.

Dugan’s male predecessor, Neil Portnow, was not put on an administrative leave even after he

was accused of raping a young female recording artist and 30,000 women called for his

resignation in connection with a misogynistic comment that he made about female recording

artists.

9. It has been more than two months since Ms. Little made her complaint, which

amounts to nothing more than a claim that Ms. Dugan was possibly rude to her. The Academy is

supposedly still “investigating” Ms. Little’s complaint – an investigation that should have taken a

week at most. Moreover, even though the Academy claims to be engaged in an investigation of

Ms. Little’s complaint, Ms. Dugan and other pertinent witnesses have not been contacted by any

investigator in connection with that complaint. On top of that, Harvey Mason, the Chair of the

Academy’s Board and the Interim President and CEO, has given an interview in which he muses

on the possibility of serving as Ms. Dugan’s permanent replacement (he said, “I’d be honored”).

10. Simply put, Ms. Dugan was not put on leave pending any investigation because

Ms. Little complained. Ms. Dugan was put on leave because she engaged in protected activity

and turned down the Academy’s offer of settlement. The Academy wanted Ms. Dugan out, but

knew that it has no cause to terminate her.

11. Second, despite promising Ms. Dugan that it would make no substantive

statement regarding the decision to place her on leave, the Academy immediately leaked news of

the decision to the press. Along with the leak came a misleading statement from the Academy,

which claimed that Ms. Dugan had been placed on administrative leave “in light of concerns

raised to the Recording Academy Board of trustees, including a formal allegation of misconduct

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by a senior female member of the Recording Academy team.” In addition to falsely claiming

that Ms. Little was a “senior” member of the Academy team, the Academy also leaked the fact

that two investigations had been launched, purposefully implying that there were multiple

investigations into Ms. Dugan’s supposed misconduct when, in fact, one of those

“investigations” actually related to the issues raised in Ms. Dugan’s HR complaint. The

Academy’s statement and leak was designed to ensure that Ms. Dugan would never work again.

Indeed, this technique has repeatedly been employed by the Academy’s lawyers to punish and

ruin the reputations of women who dare to stand up against the “boys’ club.”

12. Third, on January 20, 2020, the day before Ms. Dugan filed her Charge, and with

the knowledge that she was about to do so, Mr. Mason penned and published a false, retaliatory

and defamatory letter designed to “get out in front” of Ms. Dugan’s Charge and further destroy

her reputation. The January 20, 2020 letter, which was given to the press to further damage Ms.

Dugan, essentially accuses Ms. Dugan of manufacturing legal claims and attempting to extort the

Academy. As laid out in Ms. Dugan’s Charge, these claims are false.

II. THE ACADEMY’S BOGUS “INVESTIGATION” INTO MS. DUGAN’S CLAIMS

13. The Academy’s conduct since the filing of the Charge demonstrates that it never

had any intention of fairly investigating Ms. Dugan’s claims.

14. The day after Ms. Dugan filed her Charge, her counsel received a message from

Katherine J. Edwards, the supposedly “independent investigator” retained by the Academy to

“investigate” Ms. Dugan’s HR complaint. Ms. Edwards, however, is far from independent.

15. Ms. Edwards was handpicked and recommended to the Academy by Proskauer.

16. Proskauer was actually identified in Ms. Dugan’s Charge as one of the law firms

that is “in bed” with the Academy.

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 17. Indeed, Proskauer partner Chuck Ortner is National Legal Counsel to the

Academy. Mr. Ortner is paid hundreds of thousands of dollars a year by 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 and Proskauer are also responsible for the

Academy’s secretive and convoluted governance structure – the same structure that allows for

the self-dealing and conflicts of interest laid out in the Charge.

18. Mr. Ortner is also on the Board of the Academy’s Museum, and Proskauer is

plainly conflicted given the millions that it has received and continues to receive from the

Academy.

19. One of the very things that Ms. Dugan complained about during her tenure was

the over-expenditure of the Academy’s funds on law firms and lawyers, including Proskauer and

Mr. Ortner.

20. In sum, Proskauer selected the investigator who is supposed to be investigating, in

part, Proskauer. A greater conflict of interest can hardly be imagined.

21. And, yet, that is not even the most egregious conflict of interest at issue in

connection with Ms. Edwards’ “investigation.” Indeed, at the very same time that Proskauer

selected Ms. Edwards to “investigate” Ms. Dugan’s complaints, Proskauer was representing the

Academy against Ms. Dugan. So, outrageously, Proskauer selected Ms. Edwards – who is

supposed to be conducting an “independent and impartial” investigation into Ms. Dugan’s claims

– while at the same time defending the Academy in connection with Ms. Dugan’s claims.

22. As for Ms. Edwards herself, she has done approximately 1,000 investigations.

According to Ms. Edwards, she is hired by the employer every single time she does an

investigation. Ms. Edwards was unable to provide Ms. Dugan’s counsel with the number of

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times that she has found for an employee – she claims not to track the results. Moreover, Ms.

Edwards previously worked (at a mediation) with Proskauer Partner Mr. Oncidi, who currently

represents the Academy against Ms. Dugan.

23. Ms. Edwards will not produce a copy of her retainer agreement with the Academy

so that Ms. Dugan and her counsel can ascertain how much she is being paid for her

“investigation.” It is telling that the Academy would approve the hiring of someone under such

obviously conflicted circumstances.

24. Even putting aside the blatant conflicts described herein, it is not surprising that

Ms. Dugan is skeptical of the Academy’s “investigator.” Indeed, Ms. Dugan is aware of at least

five “independent investigations” conducted by the Academy. Every single one of these

“independent investigations” concerned allegations of discrimination or sexual harassment.

Every investigation resulted in a finding in favor of the Academy.

25. The Academy has tellingly refused Ms. Dugan’s request to jointly select an

investigator or panel of investigators that will actually be impartial.

III. THE ACADEMY SUES MS. DUGAN

26. On January 29, 2020, Ms. Dugan sent a letter to the Executive Committee of the

Board of the Academy. The letter, inter alia, requested that the Academy agree to voluntarily

waive the requirement (in Ms. Dugan’s employment contract) that Ms. Dugan arbitrate any

claims she has with the Academy. Ms. Dugan’s request was based on two concerns –

transparency and accountability.

27. As for transparency, Ms. Dugan wanted to ensure that her claims were heard in a

public forum, not behind closed doors in secret arbitration proceedings.

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 28. As for accountability, 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.

29. Many companies 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 discriminatory

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.”

30. The media has also reported on the damaging impact that forced arbitration has on

victims of unlawful workplace conduct. The New York Times, in “In 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.”

31. Rather than responding to Ms. Dugan’s letter, on February 3, 2020, the Academy

– in its most egregious act of retaliation to date – sued Ms. Dugan by filing a Statement of Claim

against her with the American Arbitration Association (the “AAA Complaint”). The AAA

Complaint alleges that Ms. Dugan breached her employment contract and fiduciary duties, and

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improperly accessed Academy information. To be clear, the AAA Complaint is completely and

utterly meritless and was filed for the sole purpose of further retaliating against Ms. Dugan.

32. The AAA Complaint is a farce and its filing was clearly orchestrated by

Proskauer and Mr. Mason with the hope that Ms. Dugan would feel threatened and intimidated

and decide to drop her claims against the Academy.

33. Indeed, the very day after the AAA Complaint was filed, Mr. Mason sent Ms.

Dugan a letter in which he agreed to lift the veil of confidentiality over any arbitration

proceedings. The threat was clear: if Ms. Dugan would not agree to stay silent, the Academy

would further defame and disparage her and destroy her reputation with false and malicious lies.

Ms. Dugan will not succumb to such threats and has agreed to have a public arbitration.

IV. RETALIATORY LAWSUITS ARE PROSKAUER’S MODUS OPERANDI

34. The AAA Complaint is signed by Proskauer, which represents the Academy in

connection with its suit against Ms. Dugan. The fact that Proskauer is actually participating in

the retaliation committed against Ms. Dugan only further underscores how wildly inappropriate

it is that Proskauer selected the “independent investigator.”

35. Unfortunately, Ms. Dugan is far from the first victim who has been subjected to

retaliatory threats made or lawsuits filed by Proskauer. Indeed, retaliation is Proskauer’s modus

operandi, including with respect to its handling of internal complaints of discrimination.

36. By way of example only, in 2017 Proskauer Partner Connie Bertram filed a

gender discrimination lawsuit alleging that she was retaliated against after making internal

complaints of discrimination. Ms. Bertram also alleged that Proskauer threatened to fire her after

the firm learned that she had retained counsel in connection with her discrimination claims.

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Moreover, within weeks of the resolution of Ms. Bertram’s case, she left Proskauer for Polsinelli

P.C., indicating that her departure from Proskauer was likely a term of her settlement.

37. Proskauer also frequently facilitates retaliatory litigation. Below are nine

examples in which, on behalf of its clients, Proskauer has launched retaliatory preemptive

litigation and/or counterclaims against employees.

38. This is a troubling practice, to say the least, and only serves to stifle public

discourse about unlawful discrimination and harassment and prevents victims from coming

forward for fear of being sued.

39. Put simply, Proskauer has apparently decided, on a systematic basis, that it would

rather attack victims and protect corporations and perpetrators than work towards an end to

discrimination and harassment in the workplace. Examples include:

 Keller v. Loews Corp., 69 A.D.3d 451, 451 (1st Dep’t 2010):

Proskauer client asserted a counterclaim for a purported breach of
fiduciary duty against a religious disability discrimination plaintiff.

 Campbell v. Chadbourne & Parke LLP, No. 16 Civ. 6832 (JPO),

2017 WL 2589389, at *1 (S.D.N.Y. June 14, 2017): Proskauer
client asserted a counterclaim for a purported breach of fiduciary
duty against a gender discrimination plaintiff.

 Tapestry, Inc. v. Gibb, Index No. 653042/2018 (N.Y. Sup.

Ct.): Within three weeks after a multi-year employee of Stuart
Weitzman filed a sexual harassment lawsuit (represented by Wigdor
LLP), the company – represented by Proskauer – responded by
firing him without notice, just before substantial equity grants were
set to vest and knowing that our client had two young children and
had just taken on a mortgage. Proskauer then filed suit against our
client for a purported breach of contract and sought to claw back all
the compensation it had paid to him as an employee even though
there were no alleged damages. In short, our client previously
founded and ran with his brother a small company called Tidal that
sells $25 flip-flops and Proskauer claimed that his extremely limited
ongoing relationship with Tidal was work for a “competitor,” even
though Stuart Weitzman makes high-end women’s shoes typically
selling for in excess of $500.

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  McLaughlin v. Macquarie Capital (USA) Inc., Index. No. 17 Civ.
9023 (RA) (S.D.N.Y.): Proskauer client responded to a
discrimination lawsuit by filing a declaratory judgment action
against the plaintiff in AAA (seeking a determination that it had not
discriminated against the plaintiff).

 Brown Jordan Int’l, Inc. v. Carmicle, No. 14-CV-60629, 2015 WL

11660246, at *4 (S.D. Fla. June 3, 2015): Proskauer client
commenced litigation against a former employee for purportedly
making unauthorized disclosures of confidential information.

 U.S. ex rel. Cieszynsky v. Lifewatch Servs., Inc., No. 13-CV-4052

(SIS), 2016 WL 2771798, at *1 (N.D. Ill. May 13, 2016): Proskauer
client filed a counterclaim against a whistleblower plaintiff for
purportedly misappropriating its confidential information by
disclosing it to the government in connection with his
whistleblowing activities.

 Miller v. Blattner, 676 F. Supp. 2d 485, 489 (E.D. La. 2009):

Proskauer client asserted counterclaims against a plaintiff who
alleged he was not paid a portion of his bonus.

 Robert Reiser & Co. v. Scriven, 130 F. Supp. 3d 488, 491 (D. Mass.
2015): Proskauer client filed a preemptive action against an
employee who asserted claims for retaliation and violations of wage
and hour laws.

 Basket v. Autonomous Research LLP, et al., 1:17 Civ. 9237 (VSB)

(S.D.N.Y.): Proskauer client filed motion for sanctions against a
gender discrimination and SOX whistleblower plaintiff for utilizing
company documents in opposition to a motion for summary
judgment (the documents demonstrated that the motion was
meritless) because it claimed, erroneously, that she was not
authorized to access those particular company documents.

40. Given the above, it is hardly surprising that the Academy, which is being advised

by Proskauer, has been egregiously and openly retaliating against Ms. Dugan since she raised her

concerns and complained to HR.

V. THE AAA COMPLAINT IS COMPLETELY FRIVOLOUS

41. When the Academy’s 97 paragraph AAA Complaint is stripped of hyperbole and

ad hominem attacks, it essentially alleges the following falsehoods:

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  Upon her arrival to the Academy, Ms. Dugan made little effort to
understand the Academy’s culture;

 Ms. Dugan hired consultants without Board approval;

 Ms. Dugan pushed forward with an office renovation without approval;

 Ms. Dugan did not speak well at one particular televised event;

 Ms. Dugan failed to accept Board criticisms and mandates; and

 Ms. Dugan accessed and disclosed “confidential” information, including to

the media.1

42. None of these allegations are true.

A. Allegation 1: upon her arrival to the Academy, Ms. Dugan made little effort to
understand the Academy’s culture

43. The claim that Ms. Dugan made little effort to understand the Academy’s culture

is preposterous. Immediately upon her arrival, Ms. Dugan made it clear that she wanted to listen

and learn. She commissioned two separate surveys for the purpose of understanding the

Academy’s culture. One was literally a “cultural survey” of the entire organization, and the

other was a survey of the Board. During the Academy’s November 2019 Board meeting, Ms.

Dugan gave a large presentation that included the results of these surveys and plans for the

future. The very first slide of the presentation was entitled “Listening.” The Board meeting

presentation (which also addressed the Academy’s lack of diversity and inclusion) is attached as

Exhibit 2 in redacted form.

44. In addition to the surveys, Ms. Dugan held focus groups with all levels of

employees, as well as “deep dive” meetings with all departments and countless other meetings

1
It also regurgitates the allegations made by Ms. Little. As explained in Ms. Dugan’s Charge and herein,
those allegations are false.

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with the staff and Board’s Executive Committee. Ms. Dugan also held “all staff” meetings,

which, she was told, had never before been implemented.

45. Ms. Dugan sent out weekly media updates, as well as a monthly Board update. In

addition, Ms. Dugan created the agenda for, and hosted and attended, all of the Executive

Committee’s monthly meetings (when she was not excluded). Ms. Dugan also met informally

with members of the Board in order to better understand the culture and her role.

46. Ms. Dugan met with many, many members of the Academy and the music

industry at large. She also had an “open door” policy and had frequent 1:1 conversations with

Mr. Mason to ensure that she was on the right path.

47. The reality is that Ms. Dugan understood in detail and with nuance the culture of

the Academy – both the good and the bad. Ms. Dugan at all times respected and promoted the

good. The aspects of the “culture” of the Academy that she was profoundly concerned with and

often offended by were the lack of diversity, the boys’ club atmosphere, sexual harassment,

conflicts of interest, self-dealing and voting irregularities. Unfortunately, the Academy’s

response to Ms. Dugan’s efforts to reform these insidious aspects of the Academy’s culture was

to oust Ms. Dugan and subject her to ongoing, ruthless and relentless retaliation.

B. Allegation 2: Ms. Dugan hired consultants without Board approval

48. The AAA Complaint alleges that Ms. Dugan improperly hired two consultants

without the Board’s knowledge. As explained below, the allegation is false, as Ms. Dugan did

keep the Executive Committee apprised of these consultant hires. However, it bears noting that

Ms. Dugan was the President and CEO of the entire company. It was her responsibility and

contractual right to make consultant hires just as any other CEO would.

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 49. The assertion that Ms. Dugan should not have been hiring consultants is, in itself,

sexist. Mr. Mason and the Executive Committee would never have tried to control a male CEO

in the same way in which they tried to control Ms. Dugan, much less sue a male CEO for doing

his job.

50. The Academy’s claim that the Board was unaware of the hiring of an HR

consultant is particularly disingenuous, as that consultant was initially hired to assist in the

termination of the long tenured head of HR. The Executive Committee was encouraging and

fully apprised of that situation at all times.

51. Moreover, Ms. Dugan could not and did not hire consultants in a vacuum. Each

time a consultant was used, Ms. Dugan received the approval of the Academy’s Chief Financial

Officer, Wayne Zahner. Mr. Zahner signed off on all of the consultant contracts and confirmed

that the fees were within the Academy’s budget.

52. The AAA Complaint also falsely accuses Ms. Dugan of hiring a Public Relations

(“PR”) firm to build her own brand. This allegation is false. The PR firm was hired for the

benefit of the Academy, not Ms. Dugan.

53. The PR firm was brought in for a short time period to help the Academy promote

its own image. By way of example only, the PR firm helped the Academy navigate the

unpopular (among some Board members) decision made by Ms. Dugan’s predecessor to give Dr.

Dre an award despite his history of violence against women. Mr. Mason received the PR firm’s

report on this matter. He cannot now claim that he did not know about the work of the PR firm.

54. The PR firm also was able to secure Diddy in connection with the Academy’s

Clive Davis Award, and, among other things, held a Women’s CEO Dinner that was attended by

various high powered and important women CEOs. The purpose of the dinner was to improve

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the reputation of the Academy and increase financial sponsorships and donations to help achieve

its laudable mission. The PR firm was not hired to build Ms. Dugan’s brand.

C. Allegation 3: Ms. Dugan pushed forward with an office renovation without

approval

55. As noted above, when Ms. Dugan joined the Academy, she conducted a cultural

survey. The results of that survey, as well as conversations with artists and members of the staff,

made clear that the Academy and its offices should be more modern, dynamic and reflective of

the current music scene. Many said that the offices felt like a museum. The offices are a

collection of outdated cubicles, and many employees wanted fewer silos/divisions and a more

open workspace.

56. Ms. Dugan had numerous conversations with the Executive Committee and staff

members about potentially modernizing the offices down the line, as it would make for a more

positive culture. In a conversation with the Academy’s facilities manager, Ms. Dugan suggested

that he might want to walk through the offices with a designer/architect to determine whether

there was a cheap and cost-efficient way to make small changes to modernize the offices and

make them more environmentally friendly.

57. The facilities manager did so. Following the walkthrough, the facilities manager

told Ms. Dugan that he and the designer/architect had some ideas for renovations. Ms. Dugan

told him that they would begin to discuss it sometime after the Grammys show. That discussion

never happened because Ms. Dugan was placed on leave on January 16, 2020.

58. No renovation plan was discussed, approved or implemented. Ms. Dugan was

never even told what the renovation would look like, much less what it would cost. The

accusation that she pushed for an expensive renovation is false.

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 D. Allegation 4: Ms. Dugan did not speak well at one particular televised event

59. The AAA Complaint takes an unsavory and gratuitous swipe at Ms. Dugan by

attacking her for a purported mediocre speaking performance at the 2020 GRAMMY Awards

nominations press conference in November 2019.

60. Unfortunately, as the Academy knows full well, Ms. Dugan’s teleprompter was

inaccessible / not working well during the press conference, and she made the best of a bad

situation. This snafu was confirmed by Gayle King of CBS, who also was present. Ms. Dugan

was not critiqued by anyone at the Academy for her performance. In fact, this entire issue was

mentioned for the very first time in the AAA Complaint, a document that clearly attempts to

concoct a false narrative concerning Ms. Dugan’s performance as CEO.

61. It is telling that the Academy does not make any reference in the AAA Complaint

of the many, many instances in which Ms. Dugan delivered superb and well received speeches

and interviews with the media. It also is telling that the Academy fails to mention that key

performance indicators show that the 2019 nominations press conference performed extremely

well versus the 2018 performance.

E. Allegation 5: Ms. Dugan failed to accept Board criticisms and mandates

62. The AAA Complaint accuses Ms. Dugan of failing to accept and follow Board

criticisms and mandates. However, when read carefully, this allegation boils down to the fact

that Mr. Mason and the Executive Committee were upset that Ms. Dugan attempted to do her job

and achieve progress within the Academy.

63. First, the AAA Complaint presents the picture of an indignant and ineffective Ms.

Dugan. The contemporaneous documents show precisely the opposite.

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 64. Following Ms. Dugan’s presentation at the November Board meeting, many

Board members and staff lauded her and the work she was doing for the Academy, including,

inter alia, one Board member who wrote, on November 4, 2019, that the November Board

meeting was “the best trustee meeting I’ve been a part of.”

65. Then, on November 11, 2019, Ms. Dugan sent Mr. Mason an email in which she

wrote:

Harvey—just wanted to put in front of you the year one goals that
were presented to me joining the organization.-- DD

At the end of one year, the CEO will have:

1. successfully transitioned into the role in a manner that

serves the best interests of the Academy, Board of Trustees,
staff and members;
2. cultivated strong relationships with, and earned the respect
and confidence of, external and internal stakeholders,
including the Board of Trustees, staff, members, CBS,
music industry partners, and other peers and affiliates;
3. completed an evaluation of the organizational structure and
team;
4. begun to make any necessary changes to drive operational
excellence and enhanced member service;
5. articulated a vision and begun a process to lay out both
short- and long-term strategies that position the Academy
for success in a rapidly changing environment.

66. Far from being critical of Ms. Dugan, Mr. Mason responded by saying: “Thanks

for sending. You are well on your way.” This response demonstrates that the entire AAA

Complaint and supposed basis for the Academy’s suit against Ms. Dugan is fabricated.

67. The AAA Complaint claims that Ms. Dugan was unreceptive and combative in

connection with meetings with the Executive Committee in late-November and early December

2019. Again, the contemporaneous documents prove that this claim is made up. Indeed,

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following these meetings, Mr. Mason wrote to Ms. Dugan, inter alia, “Thank you for the

productive meeting last week.”

68. The AAA Complaint also states that Mr. Mason made “suggestions” to Ms.

Dugan in a December 9, 2019 email. This is false. Mr. Mason did not make suggestions.

Rather, he levied “mandates” (his term) that seriously diminished Ms. Dugan’s role and

prohibited her from doing her job.

69. Ironically, one of these “mandates” was that Ms. Dugan hire an HR consultant.

However, rather than choosing this individual herself, Ms. Dugan was going to be required to

choose from a list provided by the obviously-conflicted Proskauer. Moreover, in a very unusual

reporting structure, the HR consultant was to report not only to Ms. Dugan, but also to the Chair

of the Board. The Board later changed its mind and decided to choose the HR consultant itself.

70. The rest of the “mandates,” when considered collectively, essentially stripped Ms.

Dugan of all ordinary CEO responsibility. In short, the Executive Committee explicitly

prohibited Ms. Dugan from: (i) hiring and terminating employees, consultants or law firms; and

(ii) assigning new initiatives or special projects to any staff member. The mandates – which

were clearly designed to protect the men who run the Academy and insulate overpaid lawyers –

were particularly inappropriate given the incredibly good job Ms. Dugan was doing at the time.

71. Indeed, on December 4, 2019, Ken Ehrlich (the producer of the Grammys) wrote

to an artist, “four months into the Great Deborah Experience and loving it…..she’s everything

you said…..and more!!!”

72. The AAA Complaint claims that Ms. Dugan responded to Mr. Mason’s

“mandates” by “lashing out.” While that might have been warranted, that is not what occurred.

Ms. Dugan’s response called for appropriate collaboration, and included the following:

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 [Y]our email seeks to limit my ability to move our agenda forward
and freezes key initiatives, many of which were discussed and
received enthusiastic backing at the November Board meeting,
including:

 Greater diversity among our staff, the Board, and our

membership.

 Empowerment of women, especially in the wake my

predecessor’s disturbing legacy.

 Renewing a culture of creativity without intrusive top-

down control and siloed obstruction.

 Extending and highlighting the Academy’s non-profit

mission of service beyond the Grammy Awards.

 Greater efficiency in operations, consistent with our

mission and status as a not-for-profit member organization,
including a plan to streamline reporting lines, create a
culture promoting a high level of impact and
accountability, with an eye to elimination of bloated
salaries, reducing excess professional costs, and much
more.

 Restructuring management this spring to promote growth,

focus and agility.

 Continuing the process of defining our values and having

an inclusive formulation of a clear strategic plan and vision
for the years to come.

73. Mr. Mason and the Executive Committee would not let Ms. Dugan – the

Academy’s first female CEO – actually perform the role she was hired to perform because she

wanted to eradicate the boys’ club aspects of the Academy and promote diversity and equality.

F. Allegation 6: Ms. Dugan accessed and disclosed “confidential” information,

including to the media

74. The allegation that Ms. Dugan accessed and disclosed “confidential” information

to the media is perhaps the most disingenuous and hypocritical of any of the Academy’s

allegations.

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 75. To be clear, the only information that Ms. Dugan ever accessed at the Academy

was information that she received in connection with the performance of her ordinary job duties.

Ms. Dugan did not access any information that she was unauthorized to access, nor did she steal

or otherwise wrongfully obtain any information.

76. Moreover, the “confidential information” that the Academy claims Ms. Dugan

disclosed is nothing more than the evidence that the Academy is run like a “boys’ club.”

77. The fact that the Academy is now suing Ms. Dugan for disclosing evidence of

sexist and discriminatory behavior and male dominated corruption only provides further support

for her claims.2

78. In addition, the Academy’s AAA Complaint completely misrepresents the

sequence of events in an effort to trick the reader into believing that Ms. Dugan gratuitously

disclosed information in bad faith to damage the Academy. Nothing could be further from the

truth.

79. Until the time that she was put on leave, including in the days before she was put

on leave, Ms. Dugan spoke about the Academy only on positive terms. She continued to

promote the Academy and its missions and goals, and publicly support the entire staff and Board.

Ms. Dugan wanted to keep all disputes “in house” and never intended for the media to be

involved in covering her claims.

80. Even when Ms. Dugan was put on leave, she still did not disparage the Academy

or make any negative public statements. The January 16, 2020 email from Mr. Mason notifying

2
It also bears noting that the Academy does virtually nothing to protect the information that it now claims is
“confidential.” Indeed, while Ms. Little was on a leave of absence, she had access to, and actually accessed, all of
Ms. Dugan’s personal and business emails. The IT department claimed that Ms. Little’s access had been cut off, but
it never actually was. Moreover, contrary to the claims in the AAA Complaint, Ms. Dugan never gave Ms. Little
authorization to access Ms. Dugan’s personal email account. It was only because Ms. Little and the Academy’s IT
department failed to correctly set up her access that she was able to access Ms. Dugan’s personal email account.

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Ms. Dugan that she was being put on leave said, “the Recording Academy does not intend to

provide any statement or comment regarding the status of your employment or leave of absence

other than, if asked, to say that you have taken a leave of absence and/or that the Recording

Academy will follow its usual policy of refusing to comment on private, personnel-related

matters and issues.”

81. Unfortunately, Mr. Mason’s statement was a lie.

82. Indeed, just minutes later, the Board issued a statement to the press stating that

Ms. Dugan had been “placed” on administrative leave “in light of concerns raised to the

Recording Academy Board of trustees, including a formal allegation of misconduct by a senior

female member of the Recording Academy team.” The Board also leaked the fact that two

investigations had been launched, falsely implying that there were multiple investigations into

Ms. Dugan’s alleged misconduct.

83. As a result of these leaks, many articles were published about Ms. Dugan’s

supposed acts of misconduct, immediately destroying her reputation.

84. Still Ms. Dugan stayed quiet.

85. Indeed, it was not until another round of attacks were leaked to the media on

January 20, 2020, that Ms. Dugan publicly uttered a single negative word about the Academy.

Even then, Ms. Dugan spoke only the truth and did nothing more than expose the fact that the

Academy is run like an unaccountable boys’ club. Now the Academy is suing her for doing this,

which further confirms the truth of Ms. Dugan’s allegations.

86. As noted above, since Ms. Dugan filed her Charge, the Academy has done

nothing but try to eviscerate her reputation and destroy her career. Even as recently as February

13, 2020, Mr. Mason was sending memos to the Board with additional attacks on Ms. Dugan.

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 87. Repeatedly, the only specific allegation made by Ms. Dugan that the Academy

has denied is Ms. Dugan’s claim that the Grammy awards nomination process is rife with voting

irregularities, including conflicts of interest and self-dealing. In furtherance of its denials, the

Academy is trying to portray Ms. Dugan as a lone voice who is misrepresenting the facts. In

truth, she is an accomplished leader who is amplifying many voices into one clear message:

corruption at the Academy must come to an end.

88. However, one need not take Ms. Dugan’s word on this point. Ms. Dugan’s claims

are verified by many contemporaneous documents, including emails from Board members,

recording artists and Mr. Ehrlich.

89. By way of example, one Board member wrote to Ms. Dugan and Mr. Mason:

“We need a solution to how we can eventually phase out the ‘Nomination Review’ [referring to

the nomination review committees] (or ‘Nomination Selection’ as I prefer to call it . . . I think

we need to look at the ‘add ons’ that the Nomination review has the power to use. At the

moment they can basically pick their own nominees. I don’t feel comfortable with how they

are being used.”

90. Another Board member wrote to Ms. Dugan, “I’m sure you read the Variety

piece about the nom committees. I couldn’t agree more with their assessment of our system.

It’s broken. We should admit it and fix it.”

91. A female Jazz artist who sat on one of the review committees wrote to Ms.

Dugan, “I am a Grammy Award winning artist . . . there is one thing in the process that has

conflicted me for a while and I want to share it with you. In the Best Jazz Vocal category I

know for a fact that artists who have recordings up for awards in a given year, are still a part

of the selecting committee for that year. I understand these folks must excuse themselves and

21
leave the room when their recordings are up for voting, but minutes later they are back in the

room with the same folks.”

92. Executive Committee and Board members writing to request that artists that they

represent be selected to perform at the Grammys.

93. Finally, on October 24, 2019, Mr. Ehrlich, the Producer of the Grammys, sent an

email to Ms. Dugan and Mr. Mason and outrageously attempted to use his position to influence

nomination votes. Specifically, Mr. Ehrlich attempted to press the Academy into nominating a

song by a particular superstar in order to increase his ability to convince the superstar to perform

at the Grammys. The email reads, in part:

looking at the AMA nominations this morning, it’s more about

who’s NOT there than who is.....and [superstar] is definitely not
gonna be happy.

minor representation at best......sooo.

I think there's a case to be made to [superstar] that a performance

of [song] from [album] on our show, should it be nominated . . .
and that a blowout performance of that song, which IS a Grammy
song, might . . .

So, should there be some discussion in a certain room at your

meetings next week for Record, Album and Song, and if it
involves making a choice between [one album] vs. [a second
album], my thought from knowing [superstar] since [superstar]
was a child, is that [superstar] might see the wisdom of a [ ]
performance [of a song from the second album] . . . I’m jus
sayin.

ken

(emphasis added). Mr. Mason responded, “Gotcha. Thanks Ken.”

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VI. THE ACADEMY SANDBAGS MS. DUGAN AND TERMINATES HER
EMPLOYMENT

94. On February 20, 2020, the media reported that Ms. Dugan and the Academy had

entered a mediation process in an effort to resolve her claims against the Academy.

95. Despite the fact that discussions were ongoing, on March 2, 2020, with no prior

warning whatsoever, the Academy (with the assistance of their attorneys at Proskauer Rose)

sandbagged Ms. Dugan and fired her. Ms. Dugan was falsely told that she was being fired for

cause.

96. However, the real reason that Ms. Dugan has been terminated is clear: she was

willing to stand up and fight against the Academy’s boys’ club environment, sexual harassment,

gender and race discrimination, self-dealing, conflicts of interest and award nomination voting

irregularities, among other misogynistic misconduct.

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Exhibit 1
Exhibit 2
REDACTED
REDACTED