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F
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A
Proxy Statement Pursuant to Section 14(a) of
the Securities Exchange Act of 1934
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☒ Definitive Proxy Statement
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The Walt Disney Company
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(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check all boxes that apply):
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| NOTICE OF ANNUAL MEETING OF SHAREHOLDERS AND PROXY STATEMENT | |
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Letter from Our Chairman | January 23, 2025 |
Dear Fellow Shareholders,
The Walt Disney Company delivered strong financial results for fiscal 2024, achieving notable strategic and creative milestones in each of the Company’s segments. This once again demonstrates the continued progress Disney’s world-class leadership team is making in executing on the Company’s strategic plan under Bob Iger’s exceptional leadership as Chief Executive Officer. The Board is grateful for your support throughout the year and, as we look forward, we have strong confidence in the management team’s plans for continued success.
Ongoing dialogue with our shareholders and responsiveness to feedback is important to the Board and management team. In calendar year 2024, Disney contacted more than 95% of our largest 25 institutional shareholders to discuss a wide range of topics including Board oversight, management succession, executive compensation and enhanced disclosures. The Board and its committees discussed direct input received from investors during these conversations, which helped inform the fiscal 2024 decisions described throughout these proxy materials. We intend to continue our robust approach to understanding shareholder viewpoints on priority topics and incorporating feedback in our Board discussions.
As we communicated throughout the year, the Board remains actively engaged in the high-priority work of management succession planning. As Chair of the Succession Planning Committee, I am focused on managing our succession process, and we have continued to make strong progress over the last year. In response to shareholder feedback, I was pleased to share an update on our expected timing to announce a CEO successor in early 2026. The full Board is engaged in and committed to finding the right leader for the Company and we are planning for a smooth leadership transition that will enable Disney’s continued success.
The Board also remains focused on effective Company oversight, which includes regular evaluation and planning to maintain appropriate Board representation across a broad and relevant set of skills and experiences. Five non-management Directors, including myself, have joined the Board since 2021, bringing additional perspectives and expertise to this already high-quality Board. We will continue to seek strong alignment of our Board’s skills, perspectives and backgrounds to oversee Disney’s strategic priorities.
Finally, on behalf of the entire Disney Board, I want to thank Mark Parker for his nine years of exemplary leadership and dedicated service to our shareholders and the Company. On a personal level, I would add that Mark has been a role model in the way he has guided me and chaired the Board with such grace, humility and intelligence. As he departs the Disney Board, it is a privilege to serve as Chairman of this storied institution at such a significant moment in the Company’s history. I look forward to working closely together with Bob to enable the Company’s continued success, and I’m honored to serve alongside such a talented group of Directors.
We sincerely thank you for your investment in The Walt Disney Company. We look forward to our continued dialogue and to sharing updates on how we are preparing the Company for the years ahead.
Sincerely,
James P. Gorman
Chairman of the Board
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Letter from Our CEO | January 23, 2025 |
Dear Fellow Shareholders,
Fiscal 2024 was a pivotal and successful year for The Walt Disney Company. Amid ongoing and unprecedented industry disruptions, we have emerged from a period of considerable challenges well positioned for growth and optimistic about our future. What has long set Disney apart is the way we successfully leverage our businesses to work seamlessly together to generate value. That was again the case this past fiscal year across our Entertainment, Sports and Experiences segments.
We have reinvigorated our film studios, which are operating with renewed creative strength. Disney ranked number one at the global box office in 2024 with an impressive slate of films that generated $5.46 billion, including Pixar’s Inside Out 2 and Marvel’s Deadpool & Wolverine, both of which set new records. We were the first studio whose films surpassed $5 billion in box office sales worldwide since 2019 and have led the box office for eight of the past nine consecutive years. In television, our branded series and general entertainment programming have been performing exceptionally well, drawing new audiences and winning an unprecedented number of accolades in fiscal 2024, including a record-breaking 60 Emmy Awards.
We continued to make progress toward turning our streaming businesses into significant growth drivers for the Company. This past year we delivered profitability for our streaming businesses, and in just five years we have built Disney+ into a streaming destination unlike any other with more than 120 million Disney+ Core subscribers at the end of fiscal 2024. And with the recent additions of the Hulu and ESPN tiles on Disney+, we have expanded the high-quality entertainment options accessible within a single platform for bundle subscribers.
We are focused on ESPN’s continued evolution as the preeminent digital sports platform, serving fans anytime, anywhere. We have successfully obtained long-term rights to many of the most popular live sports, including the NFL, college football and our recently renewed NBA and WNBA deals, securing an industry-leading portfolio of sports programming. We are also excited for the launch of ESPN’s flagship direct-to-consumer offering in 2025.
Our Experiences businesses remain the gold standard for the industry, and we are confident in the segment’s long-term prospects and committed to investing to drive continued long-term growth. Our footprint continues to grow with multiple projects and expansions currently underway at our parks around the world. We are also expanding Disney Cruise Line, allowing us to bring our most beloved IP into markets where we don’t have theme parks. This past year we debuted a new island destination — Lighthouse Point — and we recently launched our latest ship — the Disney Treasure — in December. In addition, our collaboration with Epic Games will bring together Disney’s beloved brands and franchises in a transformational new games and entertainment universe.
For all these strategic priorities, creative excellence remains at the center of our work as we build our businesses and seek to drive shareholder value. We will continue to strive to keep high quality and bold storytelling front and center for our Company to set us apart from others.
On behalf of the senior leadership team, thank you for your continued support of The Walt Disney Company and the wonderful storytelling and experiences we create. I am immensely proud of what we have accomplished over the past fiscal year, and I am confident in our continued ability to drive sustained growth and create shareholder value.
Sincerely,
Robert A. Iger
Chief Executive Officer
Notice of 2025 Annual Meeting
The 2025 Annual Meeting of Shareholders of The Walt Disney Company will be held virtually at
www.virtualshareholdermeeting.com/DIS2025 (please see “Attendance at the Meeting” below.)
Meeting Details
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| DATE | | | | TIME | | | | PLACE | | | | WHO CAN VOTE | |
| Thursday, March 20, 2025 | | | | 10:00 AM PT | | | | Virtually at www.virtualshareholdermeeting.com/DIS2025 | | | | Shareholders of record at the close of business on January 21, 2025 | |
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Items of Business
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| Voting Items | Voting Recommendation |
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| 1 | Election of ten (10) nominees named in the proxy statement as Directors, each for a term of one year. | FOR EACH NOMINEE |
| 2 | Ratification of the appointment of PricewaterhouseCoopers LLP as the Company’s independent registered public accountants for fiscal 2025. | FOR |
| 3 | Consideration of an advisory vote to approve executive compensation. | FOR |
4-6 | Shareholder proposals, if properly presented at the meeting. | AGAINST |
Shareholders of record of The Walt Disney Company common stock (NYSE: DIS) at the close of business on January 21, 2025, are entitled to vote at the meeting and any postponements or adjournments of the meeting. A list of these shareholders is available during ordinary business hours at the offices of the Company in Burbank, California.
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Jolene E. Negre Deputy General Counsel – Securities Regulation, Governance & Secretary January 23, 2025 | Burbank, California | | | Important Notice Regarding the Availability of Proxy Materials for the Shareholder Meeting to be Held on March 20, 2025. The proxy statement and annual report to shareholders and the means to vote by Internet are available at www.ProxyVote.com/Disney. |
Attendance at the Meeting
To attend the virtual annual meeting, you must be a shareholder on the record date and have previously registered to attend the meeting. Register to attend the virtual meeting on or before 10:00 AM PT on March 19, 2025 by visiting www.ProxyVote.com/Disney and selecting ”Attend a Meeting” after you enter the 16-digit control number found on your proxy card, voting instruction form or notice. You will receive a confirmation email with information on how to attend the meeting. After you have registered, you will be able to participate in the annual meeting by visiting www.virtualshareholdermeeting.com/DIS2025 and entering the same 16-digit control number you used to pre-register and as shown in your confirmation email. Beneficial shareholders should follow the instructions provided on the voting instruction form, email or Notice of Internet Availability provided by your broker, bank or other nominee.
Participation in the meeting is limited due to the capacity of the host platform and access to the meeting will be accepted on a first-come, first-served basis once electronic entry begins. Electronic entry to the meeting will begin at 9:00 AM PT and the meeting will begin promptly at 10:00 AM PT. If you encounter difficulties accessing the virtual meeting, please call the technical support number that will be posted at www.virtualshareholdermeeting.com/DIS2025. If you cannot attend the meeting or if you are not a shareholder of record, you can still listen to the meeting, which will be available on our Investor Relations website.
Cautionary Note Regarding Forward-Looking Statements
This proxy statement contains “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995, including statements regarding expectations, beliefs, business plans, changes to the Board of Directors, succession, governance and other statements that are not historical in nature. These statements are made on the basis of the Company’s views and assumptions regarding future events and business performance and plans as of the time the statements are made. The Company does not undertake any obligation to update these statements unless required by applicable laws or regulations and you should not place undue reliance on forward-looking statements.
Actual results may differ materially from those expressed or implied. Such differences may result from actions taken by the Company, including restructuring or strategic initiatives (including capital investments, asset acquisitions or dispositions, new or expanded business lines or cessation of certain operations), our execution of our business plans (including the content we create and IP we invest in, our pricing decisions, our cost structure and our management and other personnel decisions), our ability to quickly execute on cost rationalization while preserving revenue, the discovery of additional information or other business decisions, as well as from developments beyond the Company’s control, including: the occurrence of subsequent events; further deterioration in domestic and global economic conditions or failure of conditions to improve as anticipated; deterioration in or pressures from competitive conditions, including competition to create or acquire content, competition for talent and competition for advertising revenue; consumer preferences and acceptance of our content, offerings, pricing model and price increases, and corresponding subscriber additions and churn, and the market for advertising sales on our direct-to-consumer (“DTC”) streaming services and linear networks; health concerns and their impact on our businesses and productions; international, political or military developments; regulatory and legal developments; technological developments; labor markets and activities, including work stoppages; adverse weather conditions or natural disasters; and availability of content. Such developments may further affect entertainment, travel and leisure businesses generally and may, among other things, affect (or further affect, as applicable): our operations, business plans or profitability, including DTC profitability; demand for our products and services; the performance of the Company’s content; our ability to create or obtain desirable content at or under the value we assign the content; the advertising market for programming; taxation; and performance of some or all Company businesses either directly or through their impact on those who distribute our products.
Additional factors are set forth in the Company’s Annual Report on Form 10-K for the year ended September 28, 2024, under the captions “Risk Factors,” “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and “Business,” and subsequent filings with the Securities and Exchange Commission (“SEC”), including, among others, quarterly reports on Form 10-Q.
Table of Contents
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The Walt Disney Company (500 South Buena Vista Street, Burbank, CA 91521) is providing you with this proxy statement relating to its 2025 Annual Meeting of Shareholders (the “Annual Meeting”). The Company expects to commence mailing of its proxy materials to shareholders on or about January 23, 2025. References to the “Company,” “Disney,” “we” or “our” in this proxy statement refer collectively to The Walt Disney Company and the subsidiaries through which our various businesses are actually conducted. The Company’s website and social media feeds and the information contained or linked therein or otherwise connected thereto are not part of or incorporated by reference into this proxy statement, regardless of any reference to such website or social media feeds in this proxy statement.
Proxy Summary
This summary highlights certain information in this proxy statement. As it is only a summary, please review the complete proxy statement and fiscal 2024 annual report before you vote.
Voting Items
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| Company Proposals | Board Recommendation | Page Reference |
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| Proposal 1 | Election of ten (10) nominees named in the proxy statement as Directors, each for a term of one year. | FOR EACH NOMINEE | |
| Proposal 2 | Ratification of the appointment of PricewaterhouseCoopers LLP as the Company’s independent registered public accountants for fiscal 2025. | FOR | |
| Proposal 3 | Consideration of an advisory vote to approve executive compensation. | FOR | |
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| Shareholder Proposals | Board Recommendation | Page Reference |
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Proposals 4 – 6 | Shareholder proposals, if properly presented at the meeting. | AGAINST | |
Ways to Vote
YOUR VOTE IS IMPORTANT
Please vote as promptly as possible by using any of the following methods, as applicable:
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| INTERNET | | | | SCAN | | | | PHONE | | | | MAIL | |
| Locate the 16-digit control number included in your proxy card, voting instruction form or notice in order to access the website indicated. | | | | Your proxy card, voting instruction form or notice may also include a QR code for voting by your mobile phone. | | | | You may submit your proxy by touch-tone telephone by dialing the number indicated on your proxy card or voting instruction form. You will need the 16-digit control number shown on your proxy card or voting instruction form. | | | | Mark, sign and date your proxy card or voting instruction form and return it in the postage-paid envelope provided. | |
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The Walt Disney Company | Notice of 2025 Annual Meeting and Proxy Statement | 1 |
Fiscal 2024 Overview
This past fiscal year demonstrated the success of our strategic efforts to prepare our Company for the future. We believe we positioned the Company for continued growth through the investments we are making across our key businesses. We achieved a number of milestones, both financially and creatively, all of which illustrate the progress we have made to support our strategic priorities. Looking to the future, we believe we are well positioned to continue to advance our long-term strategy, bolstered by the strength of our entertainment assets.
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| Fiscal 2024 Highlights | | | $7.6B INCOME BEFORE INCOME TAXES INCREASED 59% YEAR OVER YEAR | | | | $14.0B CASH PROVIDED BY OPERATIONS INCREASED 42% YEAR OVER YEAR | |
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Business Highlights and Performance
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| Entertainment | | | Sports | | | Experiences | |
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| Achieved profitability in our Entertainment DTC business ____________________________________ Generated strong box office performance, driven by Inside Out 2, highest grossing animated film of all time ($1.7B in global box office), and Deadpool & Wolverine, highest R-rated film of all time ($1.3B in global box office) ____________________________________ Creative excellence continued with an industry-leading 20 Academy Award nominations and a record-breaking 60 Emmy Awards | | | Delivered full year Domestic ESPN 1 Revenue and Operating Income growth in fiscal 2022, 2023 and 2024 1 Domestic ESPN includes seven ESPN branded television channels, ESPN on ABC and the ESPN+ DTC service ____________________________________ Continued to expand reach by delivering ESPN’s most watched Primetime since fiscal 20061, and, across ESPN Digital, YouTube and social, ESPN reached 70% of the 18+ U.S. Internet Audience2 1 Per Nielsen 2 Internet Audience data in September 2024, per Comscore ____________________________________ Deep Rights Portfolio Struck landmark media rights agreements with the NBA and WNBA, as well as NCAA, US Open and College Football Playoff | | | Delivered full year segment Revenue and Operating Income growth in fiscal 2022, 2023 and 2024 ____________________________________ Key International openings included: World of Frozen at Hong Kong Disneyland on November 20, 2023 Zootopia at Shanghai Disney Resort on December 20, 2023 ____________________________________ Disney Cruise Line opened a new island destination, Lookout Cay at Lighthouse Point, and announced plans to add four more cruise ships through 2031, increasing the fleet to 13 ships | |
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2 | The Walt Disney Company | Notice of 2025 Annual Meeting and Proxy Statement |
Board of Directors Highlights
Director Nominees
The Board of Directors of The Walt Disney Company (the ‘‘Board’’) has nominated a slate composed of ten talented Directors with skill sets, experiences and professional backgrounds representing a diversity of perspectives and characteristics that are particularly relevant to Disney’s business and strategic objectives, as reflected in their biographies in the section titled “Corporate Governance and Board Matters — The Board of Directors — Director Nominees.”
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| NAME | PRIMARY OCCUPATION | AGE | DIRECTOR SINCE | AUDIT | GOVERNANCE & NOMINATING | COMPENSATION | EXECUTIVE |
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| Mary T. Barra | Chair and Chief Executive Officer, General Motors Company | 63 | 2017 | | | l1 | |
| Amy L. Chang | Former Executive Vice President, Cisco Systems, Inc. | 48 | 2021 | | l | | |
D. Jeremy Darroch | Former Executive Chairman and Group Chief Executive Officer, Sky | 62 | 2024 | l | | | |
| Carolyn N. Everson | Former President, Instacart | 53 | 2022 | | | l | |
| Michael B.G. Froman | President, Council on Foreign Relations | 62 | 2018 | | l | | |
James P. Gorman | Former Executive Chairman, Morgan Stanley | 66 | 2024 | | | | l |
Robert A. Iger | Chief Executive Officer, The Walt Disney Company | 73 | 20002 | | | | l |
| Maria Elena Lagomasino | Chief Executive Officer and Managing Partner, WE Family Offices | 75 | 2015 | | l | l1 | |
| Calvin R. McDonald | Chief Executive Officer, lululemon athletica inc. | 53 | 2021 | l | | | |
| Derica W. Rice | Former Executive Vice President, CVS Health Corporation | 59 | 2019 | l | | | |
l Chair l Member
1Following the Annual Meeting, Ms. Barra is anticipated to replace Ms. Lagomasino as the Chair of the Compensation Committee. Ms. Lagomasino will remain as a member of the Compensation Committee.
2Departed Board in 2021 and rejoined in 2022.
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The Walt Disney Company | Notice of 2025 Annual Meeting and Proxy Statement | 3 |
Board Diversity
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n Diverse n Gender n Race/Ethnicity |
Board Refreshment
The Board is committed to ongoing evaluation of each of the Directors and Director refreshment to bring in fresh perspectives and align the skill set of the Board with the Company’s long-term strategy.
The majority of our non-management Directors have a tenure of less than 4 years and the average tenure of our non-management Directors is 4.5 years.
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| 9 NON-MANAGEMENT BOARD CHANGES SINCE 2021 | | | | 5 NON-MANAGEMENT DIRECTORS JOINED SINCE 2021 | | | | 4 NON-MANAGEMENT DIRECTORS HAVE EXITED THE BOARD SINCE 2021 | |
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| AMY L. CHANG 2021 | | | | CALVIN R. MCDONALD 2021 | | | | CAROLYN N. EVERSON 2022 | | | | D. JEREMY DARROCH 2024 | | | | JAMES P. GORMAN 2024 | |
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| Technology and Innovation DTC Expertise Cybersecurity | | | | Brand Stewardship Strategic Transformation Succession Planning | | | | Media and Entertainment Technology and Innovation DTC Expertise | | | | Media and Entertainment DTC Expertise Technology and Innovation | | | | Succession Planning Strategic Transformation Brand Stewardship | |
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4 | The Walt Disney Company | Notice of 2025 Annual Meeting and Proxy Statement |
Working closely with the full Board, the Governance and Nominating Committee develops criteria for open Board positions, taking into account the needs of the Board and Company, as well as to ensure a regular refreshment of Board positions supporting value creation. Three new non-management Directors have joined the Board in the last three years. On November 29, 2023, the Board appointed both James Gorman and Jeremy Darroch as new Directors. Effective January 2, 2025, the Board appointed James Gorman as Chairman of the Board. Mr. Gorman has extensive leadership experience overseeing a preeminent global financial institution, including a multi-year CEO succession process; and Mr. Darroch is a veteran media executive with experience transforming an international media business and navigating changing media and entertainment landscapes. The current term of office of all of the Company’s Directors expires at the Annual Meeting. For more information regarding these matters and our corporate governance, see the section titled “Corporate Governance and Board Matters.”
Board Oversight
The Board, as a whole and through its committees, takes an active role in overseeing business strategy and risk management. In direct response to shareholder feedback, the Board has updated several aspects of its risk oversight. For more information regarding these matters, see the sections below titled “— Shareholder Engagement and Responsiveness — Commitment to Investor Engagement and Overview of Responsive Actions” and “Corporate Governance and Board Matters — The Board’s Role in Risk Oversight.” The Board specifically delegated oversight of certain risks to its committees:
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| AUDIT COMMITTEE | | | | The Audit Committee Reviews the Company’s policies and practices with respect to risk assessment and risk management generally and oversees cybersecurity and data security risks and mitigation strategies. | |
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| GOVERNANCE AND NOMINATING COMMITTEE | | | | The Governance and Nominating Committee Oversees the Company’s lobbying and political strategy; human rights policies, including receiving an annual report on human rights-related risks, which has included risks associated with artificial intelligence; and environmental, social and governance programs and reporting, including with respect to environmental and sustainability policies and initiatives regarding climate change risks. | |
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| COMPENSATION COMMITTEE | | | | The Compensation Committee Oversees the Company’s strategies and programs related to senior leadership succession planning (other than those specifically delegated to the Succession Planning Committee); talent development and workforce equity matters; and risks associated with the Company’s compensation policies and practices. | |
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The Walt Disney Company | Notice of 2025 Annual Meeting and Proxy Statement | 5 |
Shareholder Engagement and Responsiveness
Below are overviews of the Company’s engagement process, feedback from investors and responsive Company actions.
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| Investor Engagement Process | | | 95%+ CONTACTED OVER 95% OF OUR LARGEST 25 INSTITUTIONAL SHAREHOLDERS IN CALENDAR YEAR 2024 | | | | 100+ HELD OVER 100 CONVERSATIONS Conversations focused on Board, executive compensation, ongoing leadership succession process and topics related to sustainability and social impact. Conversations led by, as appropriate, independent members of the Board of Directors, executive management and our Investor Relations team | |
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During fiscal 2024, including following the 2024 Annual Meeting of Shareholders (the “2024 Annual Meeting”), members of executive management and Board leadership continued their active engagement with shareholders. Our Investor Relations team engaged regularly throughout the 2024 calendar year with a broad subset of our investor base. Mr. Gorman, our Chairman of the Board, participated in engagements with shareholders representing more than 55% of the shares held by our 25 largest institutional shareholders.
As part of our ongoing investor engagement, our Investor Relations team and Secretary engaged with certain shareholders that submitted a shareholder proposal for consideration at the Annual Meeting to discuss the related proposal, and the Governance and Nominating Committee evaluated each proposal. Topics relevant to shareholder proposals that we receive are also discussed as part of our outreach and engagement with a broad subset of our investor base. For more information regarding these matters, see “Items to Be Voted On — Shareholder Proposals.”
In addition to these regular conversations, our Investor Relations team, together with members of our executive management team and the Board, also held two formal rounds of engagement sessions in the winter/spring and the fall with our largest shareholders to hear and respond to investor feedback. The feedback gathered during these conversations helped inform the Board’s thinking and decision-making, in particular about succession planning, compensation, governance and disclosure. We intend to continue our robust and consistent approach to shareholder engagement and feedback solicitation in 2025.
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6 | The Walt Disney Company | Notice of 2025 Annual Meeting and Proxy Statement |
Commitment to Investor Engagement and Overview of Responsive Actions
Over the past three years, we have taken numerous responsive actions informed by shareholder feedback. Below we summarize key shareholder feedback the Company received from investors and highlight actions the Company took in response. More detail regarding actions the Compensation Committee has taken in response to shareholder feedback regarding compensation can be found in the section titled “Executive Compensation — Compensation Discussion and Analysis.”
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KEY THEMES | WHAT WE HEARD | WHAT WE DID |
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Board and Executive Oversight | Prioritize Succession Planning | The Board created a special Succession Planning Committee in January 2023 to adjust its approach to management succession planning. James Gorman was appointed to the Board’s Succession Planning Committee in February 2024, and named Chair of the Succession Planning Committee in August 2024. |
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| Enhance disclosure of management succession | In 2024, the Succession Planning Committee detailed its updated progress in a letter to shareholders, and the Board provided multiple announcements on the management succession process, including the appointment of James Gorman as Chair of the Succession Planning Committee and updated timing regarding the announcement of a new CEO. We expanded disclosure of our CEO and management succession planning, including details on the Succession Planning Committee and its duties, members and progress, under the section titled “Corporate Governance and Board Matters — Management Succession Planning.” |
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Increase Board experience in media and entertainment | Over the last three years, the Board has appointed two veteran media executives as independent Directors: Jeremy Darroch, a media executive of a global multi-platform TV provider, and Carolyn Everson, a media and advertising technology executive with deep experience in consumer-facing companies. |
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| Increase Board oversight and executive leadership of certain focal areas | The Board memorialized the Compensation Committee’s oversight of risks associated with the Company’s compensation policies and practices in the Compensation Committee Charter and expanded the Compensation Committee’s oversight of workforce equity matters. The Board delegated oversight of the Company’s strategies and programs related to senior leadership succession planning and talent development to the Compensation Committee, except as specifically delegated to the Succession Planning Committee, and received related reports from the Committee at least annually. The Board delegated oversight of lobbying and political strategy; human rights policies; and environmental, social and governance programs and reporting to the Governance and Nominating Committee and received related reports from the Committee at least annually. We have implemented enhanced executive review of company-wide political contributions and lobbying. |
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Executive Compensation | Align new CEO pay with performance considering experience level and peers | As part of ongoing succession planning discussions, the Compensation Committee continues to review and consider shareholder feedback in determining a new package when CEO succession takes place and designing an executive compensation program that drives the creation of long-term shareholder value. Members of the Compensation Committee participated in 25 conversations with investors in fiscal 2024. |
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| Increase the impact of performance on executive officer pay outcomes | Starting in fiscal 2023, the Compensation Committee set the portion of the CEO’s long-term incentive award comprised of performance-based restricted stock units (“PBUs”) at 60%, an increase from 50% in fiscal 2022. Starting in fiscal 2022, for all other NEOs (as defined herein, other than the Former Interim Chief Financial Officer), PBUs comprise 50% of overall long-term incentive grant value, an increase from 30% in fiscal 2021. The Compensation Committee increased the level of relative total shareholder return (“TSR”) performance required to earn PBU target payout for all NEOs to the 55th percentile of S&P 500 companies starting in fiscal 2022. In fiscal 2023 and 2024, because relative TSR performance was below threshold, NEOs forfeited 100% of PBUs granted in fiscal 2020 and fiscal 2021 that were subject to performance against cumulative relative TSR performance. |
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The Walt Disney Company | Notice of 2025 Annual Meeting and Proxy Statement | 7 |
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KEY THEMES | WHAT WE HEARD | WHAT WE DID |
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Executive Compensation | Evaluate compensation metrics to encourage strategic alignment | The Compensation Committee continued to align annual incentive metrics with the Company’s overall growth and profitability goals by incorporating adjusted revenue, adjusted total segment operating income and adjusted after-tax free cash flow as financial metrics. While continuing to use return on invested capital (“ROIC”) as a PBU metric aligned to the Company’s focus on profitability and value creation in the long-term incentive program, the Compensation Committee returned to setting full 3-year goals in fiscal 2023. For fiscal 2025, the Committee introduced a new financial metric that aligns with our strategic focus on profitable growth. |
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| Enhance executive compensation disclosures | Starting in 2023, we expanded disclosure for each of our annual bonus program metrics under the section titled “Executive Compensation — Compensation Discussion and Analysis” to include the performance target, and also included the disclosure of the performance leverage for the ROIC performance period for the PBUs. |
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Avoid excessive one-time special awards for NEOs | The Compensation Committee did not approve any one-time special awards for continuing NEOs in fiscal 2024. |
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Limitations on certain executive payments | The Compensation Committee adopted a cash severance policy pursuant to which any cash severance payment will not exceed 2.99 times the sum of base salary plus target bonus for Section 16 officers without shareholder approval of such payment. In fiscal 2023, the Company adopted The Walt Disney Company Clawback Policy, and current Section 16 officers of the Company have agreed in writing that employment agreements and other compensation agreements and plans are subject to the policy. In addition, under the Company’s 2011 Amended and Restated Stock Incentive Plan (the “2011 Stock Incentive Plan”), all equity awards granted under the plan, including time-based and performance-based awards, may be clawed back where there is reputational or financial harm to the Company, which exceeds the Dodd-Frank Act clawback requirements. |
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Dividend | Increase shareholder value through cash dividend | In December 2024, the Company declared a cash dividend of $1.00 per share. |
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| Lobbying | Enhance disclosure of lobbying policies and activities | We expanded disclosure of trade association payments and we provide the rationale of each membership. We prohibited the use of trade association dues for political candidate contributions. We have increased disclosure on the Company’s core policy issues and key steps the Company may take when there is misalignment with trade associations. We have integrated links to federal lobbying reports and state lobbying reports where readily available in environmental, social and governance reporting. |
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| Human Rights | Expand human rights disclosure | We updated our Human Rights Policy, enhanced public disclosures and provide an annual human rights report to the Governance and Nominating Committee. |
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| Workforce Disclosure | Expand reporting of the Company’s demographic and inclusion metrics | In 2024, we disclosed quantitative metrics reflecting hiring, promotion and retention by gender, race and ethnicity. |
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| Pay Equity | Report on pay ratios across race/ethnicity and gender | We disclose annual adjusted gender, race and ethnicity pay ratio data (Pay Ratio Disclosure on the “ESG Reporting” page of our Impact website). In 2023, we expanded our assessment of the adjusted pay ratio to include bonus and long-term incentives. In 2024, we further expanded our disclosure to include unadjusted median analysis of pay. |
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8 | The Walt Disney Company | Notice of 2025 Annual Meeting and Proxy Statement |
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KEY THEMES | WHAT WE HEARD | WHAT WE DID |
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| Chemical Management | Enhance chemical management program and disclosure | We enhanced our chemical management program, increasing disclosure and establishing a Priority Chemicals List and specific timelines for reductions of certain chemicals in our consumer products, and reported on our chemical management program in our annual Sustainability and Social Impact Report in 2024. |
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| Environment | Enhance disclosure of single-use plastics and plastic reduction goals | We developed an inventory to measure key single-use plastics in certain business operations at the Walt Disney World Resort and the Disneyland Resort, which will be published in our annual Sustainability and Social Impact Report beginning in 2025.
We have committed to reporting a specific plastic reduction goal in 2026. |
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Compensation Structure and Philosophy
The Compensation Committee firmly believes in pay for performance.
In fiscal 2024, 97% of Mr. Iger’s target total direct annual compensation was variable or at risk based on Company and stock price performance. Mr. Iger’s target total direct annual compensation was comprised of 49% PBUs, 32% stock options, 16% target annual incentive and 3% base salary.
For fiscal 2024, Mr. lger’s target annual equity award was composed of 60% PBUs and 40% options; the realized PBU value depends on the three-year achievement of relative TSR and absolute ROIC performance, and the options will only have value to the extent that Disney stock price increases after the grant date.
Target payout for the relative TSR test of PBUs for all NEOs requires TSR performance at the 55th percentile of the S&P 500 companies. Additionally, PBUs represent at least 50% of the overall long-term incentive grant value for all NEOs (other than the Former Interim CFO).
More detail regarding our strategic priorities and our performance metrics can be found in the section titled “Executive Compensation — Compensation Discussion and Analysis.”
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The Walt Disney Company | Notice of 2025 Annual Meeting and Proxy Statement | 9 |
Sustainability Highlights
The Company has a longstanding commitment to operating responsibly in our business activities; investing in our people’s development, employee experience and well-being; fostering equity and inclusion in our workplace; undertaking meaningful and measurable environmental sustainability efforts; and having a positive social impact by supporting communities. The Governance and Nominating Committee oversees the Company’s environmental, social and governance programs and reporting, including with respect to environmental sustainability policies and initiatives. Below are some highlights of our activities in support of that commitment. Additional details of the Company’s efforts are available at our Impact website and in our Sustainability and Social Impact (“SSI”) Report.
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Human Capital Management | |
| HEALTH, FINANCIAL, FAMILY RESOURCES, WELL-BEING AND OTHER BENEFITS | |
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•Healthcare options aimed at improving quality of care while limiting out-of-pocket costs •Retirement and savings programs and paid time-off programs, including vacation and sick and family care leave •Family care resources such as childcare and senior care programs, long-term care coverage and a family-building benefit •Free mental and well-being resources •Global well-being programs, including in-person offerings through campus health clubs and virtual and onsite events and activities focused on physical, emotional, financial and social well-being •Two Centers for Living Well in the Orlando area that offer on-demand access to board-certified physicians and counselors | |
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| TALENT DEVELOPMENT AND EDUCATION | |
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•Training and development programs (online, instructor-led and on-the-job learning formats) •Our education investment program, Disney Aspire, offers assistance for tuition, books and fees to eligible participating employees at a variety of in-network learning providers and universities at levels ranging from high school completion to undergraduate degrees. At the end of fiscal 2024, more than 12,000 current employees were enrolled and more than 5,000 current employees had graduated since the program launched in 2018. •Executive incubator program and creative talent development program designed to engage the next generation of creative executives | |
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| Environmental Sustainability 2030 ENVIRONMENTAL GOALS1 |
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| | •Reduce absolute emissions from direct operations (Scope 1 & 2) by 46.2%, against a fiscal 2019 baseline2 •Achieve net zero emissions for our direct operations •Purchase or produce 100% zero carbon electricity •Reduce Scope 3 emissions through absolute reduction and supplier and licensee engagement3 |
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| | •Implement localized watershed stewardship strategies and source sustainable seafood |
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| | •Pursue zero waste to landfill at wholly owned and operated parks and resorts, and cruise line •Reduce single-use plastics in our parks and resorts •Eliminate single-use plastics on cruise ships by 2025 |
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| | •Reduce the environmental impacts of materials used in the creation and packaging of our products, while also working to increase the sustainability of our manufacturing network |
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| | •Design new projects to achieve near net zero greenhouse gas emissions, maximize water efficiency and support zero waste operations |
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1The complete set of our 2030 environmental goals is provided in our 2030 Environmental Goals White Paper, available on the Environmental Sustainability page of our Impact website. The White Paper also provides details around our goal coverage and approaches. Progress towards our goals is reported in our annual SSI Report. Disney’s 2024 SSI Report will be published in our second quarter of fiscal 2025.
2In fiscal 2023, this goal was validated by the Science Based Target Initiative (SBTi).
3Our scope 3 goal has additional sub-goals for absolute reduction and supplier and licensee engagement. This sub-goal language is in our Environmental White Paper, and has also been validated by SBTi.
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10 | The Walt Disney Company | Notice of 2025 Annual Meeting and Proxy Statement |
Corporate Governance
and Board Matters
Corporate Governance Documents
The Board has adopted Corporate Governance Guidelines, which set forth a flexible framework within which the Board, assisted by its committees, directs the affairs of the Company. The Corporate Governance Guidelines address, among other things, the composition and functions of the Board, Director independence, stock ownership by and compensation of Directors, management succession and review, Board leadership, Board committees and selection of new Directors.
The Company has Standards of Business Conduct, which are applicable to all employees of the Company, including the principal executive officer, the principal financial officer and the principal accounting officer. The Board has a separate Code of Business Conduct and Ethics for Directors, which contains provisions specifically applicable to Directors.
Each standing committee of the Board is governed by a charter adopted by the Board.
The Corporate Governance Guidelines, the Standards of Business Conduct, the Code of Business Conduct and Ethics for Directors and each of the Audit, Compensation and Governance and Nominating Committee charters are available on the Company’s Investor Relations website under the “Corporate Governance” heading at www.disney.com/investors and in print to any shareholder who requests them from the Company’s Secretary. If the Company amends or waives the Code of Business Conduct and Ethics for Directors or the Standards of Business Conduct with respect to the principal executive officer, principal financial officer or principal accounting officer, it will post the amendment or waiver at the same location on its website.
The Board of Directors
The Board’s Director nominees are set forth below under the section below titled “— Director Nominees.” All Directors serve for a term ending at the next annual meeting following the annual meeting at which the Director was elected or following their appointment, as applicable, and until their successors are elected and qualified, or until their earlier death, resignation, disqualification or removal. In fiscal 2024, the Board met 8 times and each then-serving Director attended at least 75% of the aggregate number of meetings of the Board and committees on which such Director served that occurred while such Director served on the Board or the committees. All then-serving Directors attended the Company’s 2024 Annual Meeting. Under the Company’s Corporate Governance Guidelines, each Director is expected to dedicate sufficient time, energy and attention to ensure the diligent performance of such Director’s duties, including by attending meetings of the shareholders of the Company and meetings of the Board and committees of which such Director is a member.
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The Walt Disney Company | Notice of 2025 Annual Meeting and Proxy Statement | 11 |
Director Skills and Experience Matrix
Each of the Board’s Director nominees possesses core competencies that contribute to their service on the Disney board. In addition to those qualifications, our Director nominees collectively possess skill sets that are directly relevant to the Company’s business and strategic objectives. The following table summarizes the key skills and experiences of each Director nominee that your Board considered important in its decision to nominate or re-nominate that individual to your Board. Further details about each Director nominee’s qualifications are set forth in their individual biographies.
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| Skills & Experience | | | | | | | | | | |
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Brand Stewardship | | l | l | l | l | l | | l | | l |
| Denotes particular expertise in brand leadership and integration with consumer experience |
| Business Development, Mergers and Acquisitions and Growth | l | l | l | l | l | l | l | l | l | l |
Corporate Responsibility | | l | | l | | l | l | | l | l |
| Denotes formal service in a corporate responsibility thought leadership role |
| Cybersecurity | | l | | | l | | | | | l |
DTC Expertise | l | l | l | l | | | l | | l | l |
Executive Management | | l | | l | l | | | l | | l |
| Denotes public company CEO experience |
Finance and Accounting | l | l | | l | l | l | l | l | l | |
| Denotes public company CFO experience |
| Global Business Operations | l | l | l | l | l | l | l | l | l | l |
| Media and Entertainment | | | l | l | | | l | | | |
| Risk Management | l | l | l | l | l | l | l | l | l | l |
| Strategic Transformation | l | | l | | | l | l | | l | |
Succession Planning | | l | l | | | | | l | | |
| Denotes direct experience in CEO and senior leadership succession planning for Fortune 500 companies |
| Technology and Innovation | l | l | l | l | l | l | | | l | |
| Diversity | l | l | | l | | | | l | | l |
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12 | The Walt Disney Company | Notice of 2025 Annual Meeting and Proxy Statement |
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| Skills & Experience | Application to the Company |
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Brand Stewardship | Building brands that transcend entertainment and can be leveraged through multiple channels, utilizing consumer affinity that is created by delivering uniquely memorable experiences, is core to the Company’s ability to develop connections with audiences and guests | |
| Business Development, Mergers and Acquisitions and Growth | Implementation of both organic and inorganic growth strategies, identification of acquisition and business combination targets, analysis of cultural and strategic fit and the development of strategic partnerships are instrumental to the Company’s long-term success | |
Corporate Responsibility | The Company’s physical footprint and broad reach through its audience and guest base require consideration of a complex and evolving set of issues, including governance, human capital management, inclusion and environmental impact | |
| Cybersecurity | The Company’s evolving and growing consumer base and increasing connectivity with customers through a wide range of offerings and services require deep experience in both understanding the cybersecurity threat landscape and managing cybersecurity and information security risks | |
DTC Expertise | As the Company continues to invest in and grow its DTC offerings and global distribution capabilities, oversight of and experience in managing and creating new DTC products and capabilities help the Company continue to meet evolving consumer preferences | |
Executive Management | The scale and complexity of our businesses require the successful alignment of various teams across functions and geographies to execute on strategic initiatives | |
Finance and Accounting | The Company’s businesses are multifaceted and require a range of financial and accounting skill sets for effective oversight, including experience as an operating executive with responsibility for all or a portion of a company’s financial reporting, experience in the financial sector or private equity or as an audit committee member for publicly traded companies, or educational background or training in accounting or finance | |
| Global Business Operations | The Company operates across many geographies with audiences and guests from different backgrounds, requiring an understanding of the nuances of the international business environments | |
| Media and Entertainment | As a premier entertainment company, the Company seeks to entertain, inform and inspire people around the globe through the power of storytelling and values a strong understanding of the risks and challenges specific to its industry and business | |
| Risk Management | The Company’s scale and complexity necessitate a thoughtful and coordinated approach to risk management, including clear understanding and oversight of the various risks facing the Company | |
| Strategic Transformation | The changing and competitive markets and landscapes in which the Company operates require experience in overseeing large-scale corporate reorganization and transformation | |
| Succession Planning | Finding the right successor to our current leadership to promote effective leadership and management are important to the Company’s success and the long-term outcome for the Company | |
| Technology and Innovation | The Company must leverage innovative technological strategies and maintain an understanding of emerging technology trends to continuously improve the guest experience and build strong connections with audiences | |
| Diversity | Pursuant to the Corporate Governance Guidelines, the Board shall reflect the diversity of the Company’s shareholders, employees, customers, guests and communities | |
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The Walt Disney Company | Notice of 2025 Annual Meeting and Proxy Statement | 13 |
Director Nominees
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| MARY T. BARRA DIRECTOR SINCE 2017 _______________ CHAIR AND CHIEF EXECUTIVE OFFICER: GENERAL MOTORS COMPANY _______________ AGE: 63 _______________ COMMITTEES: Compensation (Anticipated Chair following the Annual Meeting) | | | | | | |
| | | | | Notable Experience Aligned with Disney’s Strategy and Key Board Contributions •Ms. Barra has deep experience in strategy, innovation and brand evolution through her role in leading General Motors’ transformation and prioritizing strategic investments in connectivity and electrified propulsion technologies, which provides an important perspective on the Board as the Company navigates its own strategic progression, embraces technological change and navigates shifts in consumer sentiment •As Chief Executive Officer of General Motors, she provides invaluable insights on large-scale cost rationalization, organizational restructuring, brand leadership, and CEO and management succession planning •She brings meaningful experience in human capital management and executive compensation-related matters in her role on the Board’s Compensation Committee, where she focuses on aligning incentive structures that create shareholder value and execute the Company’s long-term strategic priorities | |
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| | | | | Other Key Skill Sets •Overseeing and managing diverse and inclusive executive teams and a sizeable global workforce, with an emphasis on development and marketing of technology-based consumer-facing products through her various executive roles at General Motors •Governance and public policy thought leadership, understanding of worldwide consumer markets and risks facing large public companies with complex retail operations through her previous role as chair of the Business Roundtable | |
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| | | | | Employment Experience 2016–Present Chair and Chief Executive Officer, General Motors Company (an automotive manufacturing company) 2014–2016 Chief Executive Officer, General Motors Company 2013–2014 Executive Vice President, Global Product Development, Purchasing and Supply Chain, General Motors Company 2011–2013 Senior Vice President, Global Product Development, General Motors Company 2009–2011 Vice President, Global Human Resources, General Motors Company 2008–2009 Vice President, Global Manufacturing Engineering, General Motors Company Other Public Company Directorships General Motors Company (2014–Present) | |
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14 | The Walt Disney Company | Notice of 2025 Annual Meeting and Proxy Statement |
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| AMY L. CHANG DIRECTOR SINCE 2021 _______________ FORMER EXECUTIVE VICE PRESIDENT: CISCO SYSTEMS, INC. _______________ AGE: 48 _______________ COMMITTEES: Governance and Nominating | | | | | | |
| | | | | Notable Experience Aligned with Disney’s Strategy and Key Board Contributions •Ms. Chang has developed expertise across the technology sector from her time as an Executive Vice President at Cisco Systems, Inc., leading product development for Google Ads Measurement and Reporting and a founder of a digital startup •She provides a unique viewpoint of emerging technology trends and their implications for consumer and retail businesses and the implementation of innovative technological business strategies that are particularly important as the Company evaluates the impact of, and opportunities presented by, new technologies in content production, our DTC businesses and our parks •Ms. Chang also provides valuable perspective on talent attraction and retention for key technical roles that are vital to Disney’s content creation and digitally driven teams and an understanding of large-scale cost rationalization and analysis of organizational structure from her tenure as a public company director and an executive at Google and Cisco | |
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| | | | | Other Key Skill Sets •Risk management oversight experience specific to digital and technology-forward companies, including cybersecurity and artificial intelligence, gained through her tenure at Cisco and Accompany •Deep understanding of strategic planning, corporate governance, social initiatives and executive management succession planning gained through public company board leadership | |
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| | | | | Employment Experience 2018–2020 Executive Vice President and General Manager, Collaboration, Cisco Systems, Inc. (a networking hardware company) 2013–2018 Founder and Chief Executive Officer, Accompany, Inc. (an artificial intelligence/machine learning-based relationship intelligence platform company) 2005–2012 Global Head of Product, Google Ads Measurement; various additional positions, Google LLC (a technology company) Other Public Company Directorships Procter & Gamble (2017–Present) Former Public Company Directorships Marqeta, Inc. (2021–2022) Cisco Systems, Inc. (2016–2018) | |
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The Walt Disney Company | Notice of 2025 Annual Meeting and Proxy Statement | 15 |
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| D. JEREMY DARROCH DIRECTOR SINCE 2024 _______________ FORMER EXECUTIVE CHAIRMAN AND GROUP CHIEF EXECUTIVE OFFICER: SKY _______________ AGE: 62 _______________ COMMITTEES: Audit | | | | | | |
| | | | | Notable Experience Aligned with Disney’s Strategy and Key Board Contributions •As Group Chief Executive Officer of Sky, Mr. Darroch led the company’s tremendous growth and transformation from a linear satellite broadcaster into one of Europe’s largest multi-platform TV providers, providing valuable insights to the Board and management in navigating its strategic expansion of DTC offerings and changing media and entertainment landscapes •Mr. Darroch’s experience leading Sky’s executive teams and creative content investments and advising MultiChoice Group as senior advisor, provide key perspectives for the Company regarding its content creation, management of creative talent and brand evolution •As former Chief Financial Officer of Sky, Mr. Darroch’s financial executive experience and extensive finance, accounting and risk management expertise strengthen his role on the Audit Committee | |
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| | | | | Other Key Skill Sets •Deep knowledge of management succession planning, global brands and risk management •Strong experience in governance and sustainability and social impact thought leadership through his experience leading Sky’s corporate responsibility programs and as Chairman of the National Oceanography Centre | |
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| | | | | Employment Experience 2021 Executive Chairman, Sky (a media and entertainment company and a division of Comcast Corporation) 2018–2021 Group Chief Executive Officer, Sky 2007–2018 Chief Executive Officer, Sky PLC 2004–2007 Chief Financial Officer, Sky PLC Other Public Company Directorships Reckitt Benckiser Group PLC (2022–Present) Former Public Company Directorships Ahren Acquisition Corp. (2021–2023) Burberry Group plc (2014–2019) Sky PLC (2004–2018) | |
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16 | The Walt Disney Company | Notice of 2025 Annual Meeting and Proxy Statement |
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| CAROLYN N. EVERSON DIRECTOR SINCE 2022 _______________ FORMER PRESIDENT: INSTACART _______________ AGE: 53 _______________ COMMITTEES: Compensation | | | | | | |
| | | | | Notable Experience Aligned with Disney’s Strategy and Key Board Contributions •From her experience leading marketing solutions and global sales teams at Instacart, Meta Platforms, Inc. and Microsoft Corporation and as a former board member of Creative Artists Agency, Ms. Everson offers strong insight to the Board and leadership team on navigating evolving media landscapes and advertising environments as well as branded, consumer-facing technology and its intersection with marketing, which has been critical to the Board's oversight of the Company’s operations and strategy •As a senior advisor for Permira, a private equity firm focused on technology and consumer brands, and a senior advisor for Boston Consulting Group in the Technology, Media & Telecom and Marketing, Sales & Pricing practice areas, Ms. Everson brings experience evaluating internet and digital media businesses from an investor perspective •Ms. Everson further expands the Board’s collective skill sets and enhances its strategic oversight through her experience in the advertising technology space and understanding of large-scale cost rationalization and effective organizational structure | |
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| | | | | Other Key Skill Sets •Understanding of business development and executive management processes gained through leadership of strategy teams at global technology companies •Risk management, corporate governance and artificial intelligence oversight through her expansive board experience | |
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| | | | | Employment Experience 2021 President, Instacart (a grocery retail company) 2011–2021 Vice President, Global Marketing Solutions, Meta Platforms, Inc. (a technology company) 2010–2011 Corporate Vice President, Global Advertising Sales, Strategy & Marketing, Microsoft Corporation (a technology corporation) 2004–2010 Various positions (most recently Chief Operating Officer and Executive Vice President, Advertising Sales), MTV Networks Company (a media entertainment company) 2000–2003 Various positions (including Vice President, Classifieds and Direct Response Advertising, and Vice President and General Manager, PriMedia Teen Digital Group), PriMedia, Inc. (an advertising company) Other Public Company Directorships Under Armour, Inc. (2023–Present) The Coca Cola Company (2022–Present) Former Public Company Directorships Hertz Global Holdings, Inc. (2016–2018) | |
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The Walt Disney Company | Notice of 2025 Annual Meeting and Proxy Statement | 17 |
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| MICHAEL B.G. FROMAN DIRECTOR SINCE 2018 _______________ PRESIDENT: COUNCIL ON FOREIGN RELATIONS _______________ AGE: 62 _______________ COMMITTEES: Governance and Nominating (Chair) | | | | | | |
| | | | | Notable Experience Aligned with Disney’s Strategy and Key Board Contributions •Mr. Froman brings a deep, unique global perspective that is important to the Board given the nuances of the international business operations in which the Company operates and our strategic focus on innovation in changing markets and the global growth of our customer base •He delivers strategic insight to the Board and leadership team on complex international affairs, foreign relations and complex geopolitical issues gained from his experience as President of the Council on Foreign Relations, the Assistant to the President and Deputy National Security Advisor for International Economic Policy, and as the United States Trade Representative, all of which are important to the Company, particularly given its positioning and international growth opportunities •His roles as President of the Council on Foreign Relations and as former Vice Chairman and President, Strategic Growth, of Mastercard Incorporated, overseeing strategic growth and leveraging technology to expand digital inclusion at Mastercard enable him to offer guidance to the Company on leveraging innovative technological strategies in international markets, factors affecting international trade and the balance of risks and opportunities in a dynamic marketplace •Mr. Froman applies a differentiated lens to corporate governance and risk management discussions, including through his deep experience in the complex digital governance and cyber issues facing global companies, including international regulation of digital platforms, cross border data flows and data usage, as well as concerns about privacy protection and cybersecurity | |
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| | | | | Other Key Skill Sets •International trade, finance, executive and brand management and risk management gained through executive leadership roles •Meaningful experience with alternative investments business and environmental and social policy implementation | |
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| | | | | Employment Experience 2023–Present President, Council on Foreign Relations (an independent, non-partisan membership organization, think tank, publisher and educational institution that serves as a resource on foreign policy, national security issues and international economic affairs) 2018–2023 Vice Chairman and President, Strategic Growth, Mastercard Incorporated (a financial services company) 2013–2017 United States Trade Representative, Executive Office of the President 2009–2013 Assistant to the President and Deputy National Security Advisor for International Economic Policy, Executive Office of the President 1999–2009 Various positions (including Chief Executive Officer of CitiInsurance and Chief Operating Officer of alternative investments business), Citigroup (a financial services company) | |
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18 | The Walt Disney Company | Notice of 2025 Annual Meeting and Proxy Statement |
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| JAMES P. GORMAN DIRECTOR SINCE 2024 _______________ FORMER EXECUTIVE CHAIRMAN: MORGAN STANLEY _______________ AGE: 66 _______________ COMMITTEES: Executive (Chair) | | | | | | |
| | | | | Notable Experience Aligned with Disney’s Strategy and Key Board Contributions •As former Executive Chairman and Chief Executive Officer of Morgan Stanley, Mr. Gorman has an established record driving strategic transformation of a global financial institution with a long-term sustainable business model, bringing important insight for the Company’s strategic progression •Mr. Gorman successfully executed innovative technological strategies leading Morgan Stanley’s acquisition and integration of online trading platform, E*Trade, providing key perspectives as the Company leverages technology to advance its strategy •Oversaw a multi-year CEO succession process and director succession planning •Through his roles at Morgan Stanley and Merrill Lynch and as former president of the Federal Advisory Council to the U.S. Federal Reserve Board, Mr. Gorman has deep finance management, investment and fiduciary experience evaluating businesses | |
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| | | | | Other Key Skill Sets •Managing diverse and inclusive executive teams and a sizeable global workforce •Brand and risk management and governance and public policy thought leadership developed through his roles at The Business Council, Business Roundtable and the Council on Foreign Relations | |
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| | | | | Employment Experience 2024 Executive Chairman, Morgan Stanley (a global financial services firm) 2012–2023 Chairman and Chief Executive Officer, Morgan Stanley 2010–2011 President and Chief Executive Officer, Morgan Stanley 2007–2009 Co-President, Morgan Stanley 2006–2007 Various positions, Morgan Stanley 1999–2005 Various positions, Merrill Lynch & Co., Inc. (a global financial services firm) Former Public Company Directorships Morgan Stanley (2010–2024) | |
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The Walt Disney Company | Notice of 2025 Annual Meeting and Proxy Statement | 19 |
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| ROBERT A. IGER DIRECTOR SINCE 2022; 2000-2021 _______________ CHIEF EXECUTIVE OFFICER: THE WALT DISNEY COMPANY _______________ AGE: 73 _______________ COMMITTEES: Executive | | | | | | |
| | | | | Notable Experience Aligned with Disney’s Strategy and Key Board Contributions •Gained through his experience serving as Chief Executive Officer of Disney for 17 years and former Executive Chairman, Mr. Iger has an unmatched knowledge of the Company and the creative content it produces, and an in-depth understanding of fostering innovation through technology and connecting to audiences in our markets around the world •Throughout Mr. Iger’s tenure at Disney, he successfully expanded the Company’s geographic presence, identified new revenue streams and initiated the Company’s DTC efforts, expanding the scale and global reach of Disney’s storytelling and streaming services •Mr. Iger has also furthered Disney’s rich history of storytelling through the successful landmark acquisitions and integration of Pixar, Marvel, Lucasfilm and 21st Century Fox •His detailed understanding of all facets of the Company, and prior experience leading Disney through various market conditions and implementing successful strategic shifts throughout his career have uniquely positioned Mr. Iger to serve as Chief Executive Officer of Disney and a member of the Board of Directors at this time | |
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| | | | | Other Key Skill Sets •Knowledge of finance and accounting and operational expertise gained through experience in Chief Executive Officer and other leadership positions •Deep understanding of risk management and corporate governance and social initiatives gained through his public company board experience The Company has agreed in Mr. Iger’s employment agreement to nominate him for re-election as a member of the Board at the expiration of each term of office during the term of the agreement, and he has agreed to continue to serve on the Board if elected. | |
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| | | | | Employment Experience 2022–Present Chief Executive Officer, The Walt Disney Company 2020–2021 Chairman of the Board and Executive Chairman, The Walt Disney Company 2012–2020 Chairman and Chief Executive Officer, The Walt Disney Company 2005–2012 President and Chief Executive Officer, The Walt Disney Company 2000–2005 President and Chief Operating Officer, The Walt Disney Company 1999–2000 Chairman, ABC Group; President, Walt Disney International 1994–1999 President and Chief Operating Officer, ABC, Inc. (a broadcasting company) Former Public Company Directorships The Walt Disney Company (2000–2021) Apple Inc. (2011–2019) | |
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20 | The Walt Disney Company | Notice of 2025 Annual Meeting and Proxy Statement |
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| MARIA ELENA LAGOMASINO DIRECTOR SINCE 2015 _______________ CHIEF EXECUTIVE OFFICER AND MANAGING PARTNER: WE FAMILY OFFICES _______________ AGE: 75 _______________ COMMITTEES: Compensation (Current Chair and Continuing Member following the Annual Meeting), Governance and Nominating | | | | | | |
| | | | | Notable Experience Aligned with Disney’s Strategy and Key Board Contributions •As a founder of the Institute for the Fiduciary Standard and advisory board member of the Millstein Center for Global Markets and Corporate Ownership, Ms. Lagomasino is an expert in the field of governance and social thought leadership •As an executive leader in private banking industries and as a member of the Council on Foreign Relations, she has deep wealth management, investment and fiduciary expertise and extensive experience in leading complex organizations and evaluating businesses from an investor perspective in a variety of industries with varying size and complexities •She brings meaningful experience in executive compensation-related matters from her role as Chair of the Company’s Compensation Committee, where she focuses on overseeing the alignment of incentive structures with shareholder value creation and execution of long-term strategic priorities •As a long-time active participant in the Company’s shareholder engagement efforts, she represents the shareholder perspective in both committee and Board meetings, relaying the feedback received during these constructive conversations for discussion and evaluation | |
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| | | | | Other Key Skill Sets •Extensive experience across domestic and international finance, investment and capital markets through her roles at WE Family Offices and JP Morgan •Significant knowledge of global brands, business development, executive management succession planning and risk management through experience on public company boards | |
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| | | | | Employment Experience 2013–Present Chief Executive Officer and Managing Partner, WE Family Offices (a wealth management company and registered investment advisor) 2005–2012 Chief Executive Officer, GenSpring Family Offices, LLC, an affiliate of SunTrust Banks, Inc. (a bank holding company) 2001–2005 Chairman and Chief Executive Officer, JP Morgan Private Bank, a division of JP Morgan Chase & Co. (an investment banking company) 1983–2001 Various positions (most recently Managing Director, Global Private Banking Group), The Chase Manhattan Bank (a consumer banking company) Other Public Company Directorships The Coca-Cola Company (2008–Present) | |
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The Walt Disney Company | Notice of 2025 Annual Meeting and Proxy Statement | 21 |
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| CALVIN R. MCDONALD DIRECTOR SINCE 2021 _______________ CHIEF EXECUTIVE OFFICER: LULULEMON ATHLETICA INC. _______________ AGE: 53 _______________ COMMITTEES: Audit | | | | | | |
| | | | | Notable Experience Aligned with Disney’s Strategy and Key Board Contributions •Mr. McDonald has over 27 years of retail and brand-building experience, bringing powerful insight to the Board on integrating customer experience across multiple channels •As Chief Executive Officer of lululemon athletica, he has led the company in innovating integrated guest experiences and offers valuable perspective on the growth, development and guest innovation of an international consumer business that is particularly relevant to Disney’s leadership team •Mr. McDonald is responsible for the growth, development and consumer product operations of lululemon athletica, including overseeing the company’s incorporation and expansion of a DTC offering and creative product design, providing him a fundamental understanding of consumer strategies that support and accelerate customer engagement | |
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| | | | | Other Key Skill Sets •Deep understanding of management, leadership and executive management from his experience at lululemon athletica •Extensive experience in CEO and management succession planning as CEO of lululemon athletica, Sephora Americas and Sears Canada •Strong knowledge of finance and accounting, risk management and corporate governance and social initiatives gained through his role as a public company chief executive officer | |
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| | | | | Employment Experience 2018–Present Chief Executive Officer, lululemon athletica inc. (an athletic apparel company) 2013–2018 President and Chief Executive Officer, Sephora Americas, a division of the LVMH group of luxury brands (a cosmetics company) 2011–2013 President and Chief Executive Officer, Sears Canada (a department store company) Other Public Company Directorships lululemon athletica inc. (2018–Present) Former Public Company Directorships Sephora Americas (2013–2018) | |
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22 | The Walt Disney Company | Notice of 2025 Annual Meeting and Proxy Statement |
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| DERICA W. RICE DIRECTOR SINCE 2019 _______________ FORMER EXECUTIVE VICE PRESIDENT: CVS HEALTH CORPORATION _______________ AGE: 59 _______________ COMMITTEES: Audit (Chair) | | | | | | |
| | | | | Notable Experience Aligned with Disney’s Strategy and Key Board Contributions •Mr. Rice offers extensive experience on the alignment of financial and strategic objectives and an understanding of cost discipline and effective organizational structure, a primary focus of the Company’s Board and management team particularly throughout Disney’s strategic evolution, through his experience in key financial and operational roles at global companies, including as Chief Financial Officer of Eli Lilly for more than a decade •His strong knowledge of large brand-focused organizations gained through experience leading the pharmacy benefits management business of CVS Health and as Chief Financial Officer of Eli Lilly has been a valuable addition to the Board •Mr. Rice provides expertise in financial oversight and accounting through his financial executive experience, as well as risk oversight, including cybersecurity and information security risks, through his experience on the audit committee of the boards of public companies, enhancing Disney’s Audit Committee oversight of risks that may arise out of financial planning and reporting, internal controls and information technology | |
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| | | | | Other Key Skill Sets •Strong understanding of broader risk management oversight and complex, global business operations through senior operation roles at CVS and Eli Lilly •Deep understanding of strategic planning, corporate governance and social initiatives through service on other public company boards | |
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| | | | | Employment Experience 2018–2020 Executive Vice President, CVS Health Corporation (a pharmacy company) 2018–2020 President, CVS Caremark, the pharmacy benefits management business of CVS Health Corporation 2006–2017 Chief Financial Officer and Executive Vice President of Global Services, Eli Lilly and Company (a pharmaceutical company) 2003–2006 Vice President and Controller, Eli Lilly and Company 1990–2005 Various Executive Positions, Eli Lilly and Company Other Public Company Directorships The Carlyle Group Inc. (2021–Present) Bristol-Myers Squibb Company (2020–Present) Target Corporation (2007–2018); (2020–Present) | |
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The Walt Disney Company | Notice of 2025 Annual Meeting and Proxy Statement | 23 |
Board Leadership
The Company’s Corporate Governance Guidelines provide that the Chairman of the Board shall in the normal course be an independent Director unless the Board concludes that, in light of the circumstances, the best interests of shareholders would be otherwise better served. In such event, the Company’s Corporate Governance Guidelines require that the Company explain the Board’s decision, designate an independent Director to serve as Lead Director and set out the duties of the Lead Director.
The current Chairman of the Board is James Gorman, who was appointed effective January 2025. Mr. Gorman is an independent Director. In determining to appoint Mr. Gorman as Chairman, the Board considered Mr. Gorman’s long-term strategic mentality; strong record in high-stakes succession planning, driving strategic transformation and delivering shareholder value; experience serving as executive chairman, chairman, chief executive officer and president of a global financial institution with a long-term sustainable business model; and leadership in the boardroom.
Director Independence
The provisions of the Company’s Corporate Governance Guidelines regarding Director independence meet the listing standards of the New York Stock Exchange. The Corporate Governance Guidelines are available on the Company’s Investor Relations website under the “Corporate Governance” heading at www.disney.com/investors and in print to any shareholder who requests them from the Company’s Secretary.
Pursuant to the Corporate Governance Guidelines, the Board undertook its annual review of Director independence in December 2024 and affirmatively determined that all of the Directors serving in fiscal 2024 or nominated for election at the Annual Meeting are independent of the Company and its management under the standards set forth in the Corporate Governance Guidelines, with the exception of Mr. Iger, who is not considered independent because of his employment as a senior executive of the Company.
In making its independence determinations, the Board considered ordinary course transactions involving the sale of products and services and commercial arrangements between the Company on the one hand, and on the other, companies or organizations at which a Director or a Director’s immediate family member is an executive officer, general partner or significant equity holder.
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24 | The Walt Disney Company | Notice of 2025 Annual Meeting and Proxy Statement |
Committees
The Board has four standing committees: Audit; Governance and Nominating; Compensation; and Executive.
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| AUDIT COMMITTEE _______________ NUMBER OF MEETINGS IN FISCAL 2024: 7 _______________ COMMITTEE MEMBERS: Derica W. Rice (Chair) D. Jeremy Darroch Calvin R. McDonald | | | | The Committee is responsible for, among other things: •Overseeing the Company’s financial statements, internal controls, compliance with legal and regulatory requirements, internal audit function and relationship with its independent auditor •Overseeing cybersecurity and data security risks and mitigation strategies •Reviewing the Company’s policies and practices with respect to risk assessment and risk management For more information on the functions of the Committee, see the section titled “Audit-Related Matters — Audit Committee Report.” All of the members of the Committee are independent within the meaning of SEC regulations, the listing standards of the New York Stock Exchange and the Company’s Corporate Governance Guidelines. The Board has determined that all members of the Committee — Mr. Darroch, Mr. McDonald and Mr. Rice — are qualified as audit committee financial experts within the meaning of SEC regulations and that they have accounting and related financial management expertise within the meaning of the listing standards of the New York Stock Exchange. The Board has determined that Mr. Rice’s simultaneous service on the audit committees of more than three public companies will not impair his ability to effectively serve on the Committee. | |
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| GOVERNANCE AND NOMINATING COMMITTEE _______________ NUMBER OF MEETINGS IN FISCAL 2024: 5 _______________ COMMITTEE MEMBERS: Michael B.G. Froman (Chair) Amy L. Chang Maria Elena Lagomasino | | | | The Committee is responsible for, among other things: •Developing and implementing policies and practices relating to corporate governance, including reviewing and monitoring implementation of the Company’s Corporate Governance Guidelines •Assisting the Board in developing criteria for open Board positions, reviewing background information on potential candidates and making recommendations to the Board regarding such candidates •Reviewing and approving transactions between the Company and Directors, executive officers, 5% or greater shareholders and their respective affiliates under the Company’s Related Person Transaction Approval Policy •Supervising the Board’s annual review of Director independence and the Board’s annual self-evaluation •Making recommendations to the Board with respect to compensation of non-executive members of the Board and committee assignments •Reviewing the Company’s political contributions, activity and policy, as well as the procedures and controls related to political contributions •Overseeing environmental, social and governance reporting, including with respect to environmental and sustainability policies and initiatives, lobbying and political strategy and human rights policies All of the members of the Committee are independent within the meaning of the listing standards of the New York Stock Exchange and the Company’s Corporate Governance Guidelines. | |
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The Walt Disney Company | Notice of 2025 Annual Meeting and Proxy Statement | 25 |
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| COMPENSATION COMMITTEE _______________ NUMBER OF MEETINGS IN FISCAL 2024: 8 _______________ COMMITTEE MEMBERS: Maria Elena Lagomasino (Current Chair and Continuing Member following the Annual Meeting) Mary T. Barra (Anticipated Chair following the Annual Meeting) Carolyn N. Everson | | | | The Committee is responsible for, among other things: •Overseeing the discharge of the responsibilities of the Board relating to the evaluation and compensation of the Company’s Chief Executive Officer and certain other executive officers, under applicable rules and regulations and as otherwise delegated to the Committee by the Board from time to time •Overseeing the Company’s strategies and programs related to senior leadership succession planning and talent development (other than those specifically delegated to the Succession Planning Committee) •Overseeing workforce equity matters •Overseeing risks associated with the Company’s compensation policies and practices The Committee has authority to delegate specific tasks to a standing or ad hoc subcommittee if it contains at least the minimum number of Directors necessary to meet any regulatory requirements. Additional information on the roles and responsibilities of the Committee is provided under the section titled “Executive Compensation — Compensation Discussion and Analysis.” All of the members of the Committee are independent within the meaning of SEC regulations, the listing standards of the New York Stock Exchange and the Company’s Corporate Governance Guidelines. Following the Annual Meeting, Ms. Barra is anticipated to replace Ms. Lagomasino as the Chair of the Committee. Ms. Lagomasino will remain as a member of the Committee. | |
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| EXECUTIVE COMMITTEE _______________ NUMBER OF MEETINGS IN FISCAL 2024: 0 _______________ COMMITTEE MEMBERS: James P. Gorman (Chair) Robert A. Iger | | | | The Committee serves primarily as a means for taking action requiring Board approval between regularly scheduled meetings of the Board. The Committee is authorized to act for the full Board on matters other than those specifically reserved by Delaware law to the Board. In practice, the Committee rarely takes action and did not meet or take action in fiscal 2024. | |
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26 | The Walt Disney Company | Notice of 2025 Annual Meeting and Proxy Statement |
The Board’s Role in Risk Oversight
As noted in the Company’s Corporate Governance Guidelines, the Board, acting directly or through committees, is responsible for “assessing major risk factors relating to the Company and its performance” and “reviewing measures to address and mitigate such risks.” In discharging this responsibility, the Board, either directly or through committees, assesses both (a) risks that relate to the key economic and market assumptions that inform the Company’s business plans (including significant transactions) and growth strategies and (b) significant operational risks related to the conduct of the Company’s day-to-day operations including risks across a range of timeframes. The Company and the Board consult with relevant external advisors as appropriate.
Risks relating to the market and economic assumptions that inform the Company’s business plans and growth strategies are specifically addressed with respect to each segment in connection with the Board’s review of the Company’s long-range plan. The Board also has the opportunity to address such risks with management at each Board meeting in connection with its regular review of significant and emerging risks, including business and financial developments. The Board reviews risks arising out of specific significant transactions when these transactions are presented to the Board for review or approval. The Company also incorporates ongoing education regarding the Company’s businesses and Directors’ duties in the Board and committee meetings.
Significant operational risks that relate to ongoing business operations are discussed in regularly scheduled reports to either the full Board or one of its committees. The Audit Committee oversees general and compliance risks. The Board acting through the Audit Committee reviews as appropriate whether these reports cover the significant risks that the Company may then be facing.
Each of the Board’s standing committees addresses risks that fall within the committee’s areas of responsibility:
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| AUDIT COMMITTEE | | | | The Audit Committee addresses general risks and annually reviews the Company’s policies and practices with respect to risk assessment and risk management with the Chief Legal and Compliance Officer. In addition, the Audit Committee addresses risks arising out of financial planning and reporting; internal controls; and information technology, including cybersecurity and data security. The Audit Committee reserves time at each meeting for private sessions with the Chief Financial Officer, Chief Legal and Compliance Officer, head of the internal audit department and outside auditors. | |
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| GOVERNANCE AND NOMINATING COMMITTEE | | | | The Governance and Nominating Committee addresses risks arising out of corporate governance; Director compensation; investor engagement; and environmental, social and governance programs and reporting, including with respect to environmental and sustainability policies and initiatives regarding climate change risks. In addition, the Governance and Nominating Committee oversees the Company’s human rights policies and lobbying and political strategy, including political contributions. The Governance and Nominating Committee annually reviews domestic political contribution activity, as well as the procedures and controls related to political contributions. | |
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| COMPENSATION COMMITTEE | | | | The Compensation Committee addresses risks arising out of the Company’s executive compensation policies and practices, as described in more detail in the section titled “Executive Compensation — Other Compensation Information — Risk Management Considerations;” the Company’s strategies and programs related to senior leadership succession planning and talent development (other than those specifically delegated to the Succession Planning Committee); and workforce equity. | |
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The Walt Disney Company | Notice of 2025 Annual Meeting and Proxy Statement | 27 |
The risks periodically reviewed by committees are also reviewed by the entire Board when a committee or the Board determines this is appropriate.
The Audit Committee oversees information technology risks, including cybersecurity and data security risks and mitigation strategies. Day-to-day management of data security is currently the responsibility of our Senior Vice President, Chief Information Security Officer, who reports into our Chief Financial Officer. The Audit Committee at least annually receives reports from the Chief Information Security Officer concerning cybersecurity and data security risks, including ongoing efforts to prevent, detect, monitor, remediate and manage such cybersecurity threats, the threat environment, incident updates and emerging cybersecurity practices and technologies. The Chief Information Security Officer reviewed cybersecurity and data security risks with the Audit Committee 3 times in fiscal 2024. Day-to-day management of our data privacy policies is currently overseen by our General Counsel – International and Executive Vice President, Global Public Policy & Privacy, who reports directly to our Chief Legal and Compliance Officer. The Governance and Nominating Committee oversees the Company’s human rights policies and receives an annual report on human rights-related risks, which has included risks associated with artificial intelligence. The full Board also reviews reports regarding certain potential uses of generative artificial intelligence and the development of generative artificial intelligence governance principles.
The independent Chairman promotes effective communication and consideration of matters presenting significant risks to the Company through the Chairman’s role in developing the Board’s meeting agendas, advising committee chairs, chairing meetings of the Board and facilitating communications between independent Directors and the Chief Executive Officer.
Management Succession Planning
Management succession planning remains a top priority for the Board, as evidenced by the progress of its special Succession Planning Committee. While moving with urgency as Mr. Iger’s contract will end in 2026, the Board is committed to not only finding the right leader, but also focused on achieving a successful long-term outcome for the Company and its shareholders and positioning the new CEO for long-term success at the Company by, among other things, surrounding the new CEO with a team of senior executives who can work together to lead the Company into the future. In 2024, the Succession Planning Committee detailed its updated progress in a letter to shareholders and the Board provided multiple announcements on the management succession process, including the appointment of Mr. Gorman as Chair of the Succession Planning Committee and updated timing regarding the announcement of a new CEO. Mr. Gorman, Ms. Barra, Mr. Darroch and Mr. McDonald serve as members of the Succession Planning Committee.
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| James P. Gorman Appointed Chair of Succession Planning Committee Mr. Gorman has recently led the CEO succession process at a preeminent global financial institution, which experience he brings to this committee. | | | | 100% of Members Have Direct CEO Succession Experience All members of the Succession Planning Committee have direct experience in CEO and senior leadership succession planning, including for Fortune 500 companies. In fiscal 2025, the Board appointed Mr. Darroch to the Succession Planning Committee. | | | | Expected Announcement of New CEO Appointment of new CEO expected to be announced in early 2026. | |
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28 | The Walt Disney Company | Notice of 2025 Annual Meeting and Proxy Statement |
The Succession Planning Committee’s duties, all of which it executed against during fiscal 2024, include:
•development of a timeline for the CEO search process;
•identifying relevant and desired CEO skill sets;
•review of internal and external candidates;
•interview of candidates; and
•meeting with, directing and receiving reports from advisors, including a national search firm, regarding CEO candidates.
Each internal candidate is going through a rigorous preparation process, including mentorship from Mr. Iger and external coaching, engagement with all Directors and comprehensive reviews of each candidate.
The Succession Planning Committee met 7 times during fiscal 2024 and will continue to meet regularly until the succession process is completed. The Succession Planning Committee reports to the full Board at every regularly scheduled Board meeting and the full Board continues to engage in succession planning and has sole discretion to make determinations regarding CEO succession. The Board reserves time at every regularly scheduled Board meeting to meet in executive session without the CEO present during which it discusses CEO and management succession, as appropriate.
The Board also discusses management succession with the CEO present at least once each year and more often as circumstances warrant, as was the case during fiscal 2024. In the course of these discussions, the Board evaluates potential candidates and discusses development plans for potential candidates.
In November 2023, the Board delegated to the Compensation Committee oversight of the Company’s strategies and programs related to senior leadership succession planning and talent development, other than those specifically delegated to the Succession Planning Committee, in order to strengthen such Board oversight and enhance accountability.
In December 2023, Hugh Johnston was appointed as Senior Executive Vice President and Chief Financial Officer.
Director Selection Process and Board Evaluation
Working closely with the full Board, the Governance and Nominating Committee develops criteria for open Board positions. Applying these criteria, the Committee considers candidates for Board membership suggested by Committee members, other Board members, management and shareholders. The Committee retains third-party executive search firms to identify and review candidates and generate candidate pools consistent with the criteria below, upon request of the Committee from time to time.
Once the Committee has identified a prospective nominee — including prospective nominees recommended by shareholders — it determines whether to conduct a full evaluation. The Committee may request the third-party search firm to gather additional information about the prospective nominee’s background and experience and to report its findings. The Committee then evaluates the prospective nominee against the specific criteria that it has established for the position, as well as the standards and qualifications set out in the Company’s Corporate Governance Guidelines, including but not limited to:
•the ability of the prospective nominee to represent the interests of the shareholders of the Company;
•the ability of the prospective nominee to dedicate sufficient time, energy and attention to ensure the diligent performance of the prospective nominee’s duties, including by attending shareholder meetings and meetings of the Board and committees of the Board of which such prospective nominee would be a member, and by reviewing in advance all meeting materials;
•the extent to which the prospective nominee contributes to the range of talent, skill and expertise appropriate for the Board; and
•the extent to which the prospective nominee helps the Board reflect the diversity of the Company’s shareholders, employees, customers, guests and the communities in which it operates.
After completing this evaluation and any interviews, the Committee makes a recommendation to the full Board, which makes the final determination whether to nominate or appoint the new Director after considering the Committee’s report.
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The Walt Disney Company | Notice of 2025 Annual Meeting and Proxy Statement | 29 |
In selecting Director nominees, the Board seeks to achieve a mix of members who together bring experience and personal backgrounds relevant to the Company’s strategic priorities and the scope and complexity of the Company’s business. For more information on the key skills and experiences that the Board considers important in selecting Director nominees, see the section above titled “— The Board of Directors.” The current nominees’ qualifications set forth in their individual biographies under the section above titled “— The Board of Directors — Director Nominees” sets out how each of the current nominees contributes to the mix of experience and qualifications the Board seeks.
The Board also considers the tenure policy under the Corporate Governance Guidelines, pursuant to which the Board will not nominate for re-election any non-management Director that completed fifteen years of service as a member of the Board on or prior to the date of election or that turned 75 years of age or older in the calendar year preceding the related annual meeting, in each case, unless the Board concludes that such Director’s continuing service would better serve the best interests of the shareholders. Considering multiple recent transitions in Board composition and the value of retaining Directors with deep insights into the Company, the Board determined that it would be in the best interests of its shareholders to ask Ms. Lagomasino to stand for re-election at the Annual Meeting, although she has attained the age of 75. The Board believes that Ms. Lagomasino’s continued service on the Board will provide institutional knowledge, leadership and continuity, which will be valuable as the Company navigates recent turnover in Board leadership and prepares for the Company’s anticipated CEO transition. From her experience as a long-time active participant in the Company’s shareholder engagement, an executive leader in private banking industries and founder of the Institute for the Fiduciary Standard, Ms. Lagomasino brings a unique long-term shareholder perspective to inform the Board’s ongoing accountability and responsiveness to shareholders. During her tenure as the Chair of the Compensation Committee, she spearheaded efforts to incorporate shareholder feedback into compensation strategy and planning. In addition, Ms. Lagomasino has a significant leadership role on the Board.
In addition, the Board seeks candidates whose service on other boards will not adversely affect their ability to dedicate the requisite time to service on the Board. The Board believes that Directors who are executive officers of public companies should not serve on more than two public company boards (including the Board of the Company) at a time, and that other Directors should not serve on more than four public company boards (including the Board of the Company). The Board annually reviews the public company board service of each Director.
A shareholder who wishes to recommend a prospective nominee for the Board should notify the Company’s Secretary or any member of the Governance and Nominating Committee in writing with whatever supporting material the shareholder considers appropriate. The Governance and Nominating Committee will also consider whether to nominate any person nominated by a shareholder pursuant to the provisions of the Company’s Bylaws relating to shareholder nominations as described in the section titled “Other Information — Shareholder Communications.”
The Committee regularly assesses the composition of the Board and considers the extent to which the Board continues to reflect the criteria set forth above. The Committee identifies any gaps in skill sets to inform the search process. Based on such assessment, the Committee will recommend to the Board the nomination for election or re-election of existing Directors at the annual shareholders meeting. The Board will review the Committee’s recommendation and evaluate which candidates to nominate for election or re-election.
The Board conducts a self-evaluation annually and reviews its composition and leadership based upon participation by all Directors in an evaluation that seeks to identify specific areas, if any, in need of improvement or strengthening. The self-evaluation culminates in a discussion by the full Board of the results and any actions to be taken. The Board recognizes that a comprehensive evaluation process is a component of good corporate governance and Board effectiveness. The Governance and Nominating Committee supervises the Board’s annual self-evaluation process and periodically reviews the format of the evaluation process. The Governance and Nominating Committee periodically uses a third-party facilitator in connection with the annual Board evaluation process in order to solicit actionable feedback on the Board, committees and Director effectiveness and performance.
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30 | The Walt Disney Company | Notice of 2025 Annual Meeting and Proxy Statement |
Director Compensation
Elements of Director Compensation
The elements of annual Director compensation for fiscal 2024 were as follows:
| | | | | |
| Annual Board retainer | $115,000 |
Annual committee retainer (except Executive Committee)1 | $10,000 |
Annual Governance and Nominating Committee chair retainer2 | $20,000 |
Annual Compensation Committee chair retainer2 | $25,000 |
Annual Audit Committee chair retainer2 | $27,500 |
| Annual deferred stock unit grant | $240,000 |
Annual retainer for independent Chairman3 | $145,000 |
1Per committee.
2This is in addition to the annual committee retainer the Director receives for serving on the committee.
3This is in addition to the annual Board retainer, annual committee retainer and annual deferred stock unit grant and at least 50% must be paid in stock.
To encourage Directors to experience the Company’s products, services and entertainment offerings personally, each non-employee Director may receive Company products, services and entertainment offerings up to a maximum of $15,000 in fair market value per calendar year plus reimbursement of associated tax liabilities. Each first-year non-employee Director with a start date that occurs from January 1 through July 31 may receive Company products, services and offerings up to a maximum of $25,000 in the single calendar year in which their start date occurred. Each first-year non-employee Director with a start date that occurs from August 1 through December 31 may receive Company products, services and offerings (i) up to a maximum of $15,000, prorated to reflect the number of months remaining after their start date, in the calendar year in which their start date occurred and (ii) up to a maximum of $25,000 in the calendar year following the year in which their start date occurred. Directors’ parents, spouses, children and grandchildren may also participate in this benefit within each Director’s limit.
Family members of Directors may accompany Directors traveling on Company aircraft for business purposes on a space-available basis.
Directors participate in the Company’s employee matching gifts program. Under this program, the Company matches contributions of up to $20,000 per calendar year per Director to charitable institutions meeting the Company’s criteria.
Directors who are also employees of the Company receive no additional compensation for service as a Director.
Under the Company’s Corporate Governance Guidelines, non-employee Director compensation is determined annually by the Board acting on the recommendation of the Governance and Nominating Committee. In formulating its recommendation, the Governance and Nominating Committee receives input from the third-party compensation consultant retained by the Compensation Committee regarding market practices for Director compensation.
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The Walt Disney Company | Notice of 2025 Annual Meeting and Proxy Statement | 31 |
Director Compensation for Fiscal 2024
The following table sets forth compensation earned during fiscal 2024 by each person who served as a non-employee Director during the year.
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Name | Fees Earned or Paid in Cash ($) | Stock Awards ($) | All Other Compensation ($) | Total ($) |
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| Mary T. Barra | 125,000 | | 242,715 | | 20,000 | | 387,715 | |
Safra A. Catz | 99,864 | | 193,238 | | — | | 293,102 | |
| Amy L. Chang | 125,000 | | 242,715 | | 30,952 | | 398,667 | |
Francis A. deSouza | 63,187 | | 123,119 | | 29,750 | | 216,056 | |
| D. Jeremy Darroch | 91,003 | | 178,223 | | 1,250 | | 270,476 | |
| Carolyn N. Everson | 125,000 | | 242,715 | | 17,017 | | 384,732 | |
| Michael B.G. Froman | 125,000 | | 242,715 | | 50,702 | | 418,417 | |
| James P. Gorman | 75,192 | | 159,568 | | — | | 234,760 | |
| Maria Elena Lagomasino | 160,000 | | 242,715 | | 4,168 | | 406,883 | |
| Calvin R. McDonald | 125,000 | | 242,715 | | 1,151 | | 368,866 | |
| Mark G. Parker | 217,500 | | 316,055 | | 47,400 | | 580,955 | |
| Derica W. Rice | 152,500 | | 242,715 | | 22,958 | | 418,173 | |
Fees Earned or Paid in Cash. “Fees Earned or Paid in Cash” includes the annual Board retainer and annual committee and committee chair retainers, whether paid currently or deferred by the Director to be paid in cash or shares after service ends. Directors are permitted to elect each year to receive all or part of their retainers in Disney stock and, whether paid in cash or stock, to defer all or part of their retainers until after service as a Director ends. Directors who elect to receive deferred compensation in cash receive a credit each quarter and the balance in their deferred cash account earns interest at an annual rate equal to 120% of the Applicable Long-Term Federal Interest Rate, as determined from time to time by the United States Internal Revenue Service. For fiscal 2024, the average interest rate was 5.51%.
The following table sets forth the form of fees received by each Director. The number of stock units awarded is equal to the dollar amount of fees accruing each quarter divided by the average over the last ten trading days of the quarter of the average of the high and low trading price for shares of Company common stock on each day in the ten-day period. Stock units issued currently were accumulated throughout the year and distributed as shares following December 31, 2024.
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32 | The Walt Disney Company | Notice of 2025 Annual Meeting and Proxy Statement |
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| Cash | Stock Units |
Name | Paid Currently ($) | Deferred ($) | Value Distributed Currently ($) | Value Deferred ($) | Number of Units (#) |
| | | | | | |
| Mary T. Barra | — | | — | | — | | 125,000 | | 1,247 | |
Safra A. Catz | — | | — | | 99,864 | | — | | 980 | |
| Amy L. Chang | 31,250 | | — | | 93,750 | | — | | 907 | |
Francis A. deSouza | — | | — | | 63,187 | | — | | 614 | |
| D. Jeremy Darroch | — | | — | | 91,003 | | — | | 884 | |
| Carolyn N. Everson | 15,625 | | 15,625 | | 46,875 | | 46,875 | | 936 | |
| Michael B.G. Froman | — | | — | | 125,000 | | — | | 1,247 | |
| James P. Gorman | — | | — | | — | | 75,192 | | 740 | |
| Maria Elena Lagomasino | — | | — | | — | | 160,000 | | 1,597 | |
| Calvin R. McDonald | — | | — | | 125,000 | | — | | 1,247 | |
| Mark G. Parker | — | | — | | — | | 217,500 | | 2,171 | |
| Derica W. Rice | — | | — | | — | | 152,500 | | 1,522 | |
Stock Awards. “Stock Awards” sets forth the market value of the deferred stock unit grants to Directors and the amount reported is equal to the market value of the Company’s common stock on the date of the award times the number of shares underlying the units. Units are awarded at the end of each quarter and the number of units is determined by dividing the amount payable with respect to the quarter by the average over the last ten trading days of the quarter of the average of the high and low trading price for shares of the Company common stock on each day in the ten-day period. Each Director other than Ms. Catz, Mr. deSouza, Mr. Darroch, Mr. Gorman and Mr. Parker was awarded 2,395 units in fiscal 2024. Ms. Catz was awarded 1,883 units, Mr. deSouza was awarded 1,180 units, Mr. Darroch was awarded 1,697 units and Mr. Gorman was awarded 1,544 units, each of whom served only a portion of fiscal 2024. Mr. Parker was awarded 3,119 units, which included 724 units for his annual retainer for his service as independent Chairman.
Unless a Director elects to defer receipt of shares until after the Director’s service ends, shares with respect to annual deferred stock unit grants are normally issued to the Director on the second anniversary of the award date, whether or not the Director is still a Director on this date.
At the end of any quarter in which dividends are distributed to shareholders, Directors receive additional stock units with a value (based on the average of the high and low trading prices of the Company common stock averaged over the last ten trading days of the quarter) equal to the amount of dividends they would have received on all stock units held by them at the end of the prior quarter. Shares with respect to these additional units are distributed when the underlying units are distributed. Units awarded with respect to dividends are included in the grant date fair value of the stock units when the units are initially awarded and therefore are not separately reported in the tables above, but they are included in the total units held at the end of the fiscal year in the table below.
The following table sets forth all stock units held by each non-management Director serving during fiscal 2024, as of the end of fiscal 2024. All stock units are fully vested when granted, but shares are distributed with respect to the units only later, as described above. Stock units in this table are included in the stock ownership table in the section titled “Other Information — Stock Ownership” except to the extent they may have been distributed as shares and sold prior to the date of the stock ownership table.
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The Walt Disney Company | Notice of 2025 Annual Meeting and Proxy Statement | 33 |
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Name | Stock Units (#) |
| |
| Mary T. Barra | 20,964 |
Safra A. Catz | 5,279 |
| Amy L. Chang | 8,490 |
Francis A. deSouza | 4,697 |
| D. Jeremy Darroch | 2,587 |
| Carolyn N. Everson | 6,024 |
| Michael B.G. Froman | 6,058 |
| James P. Gorman | 2,290 |
| Maria Elena Lagomasino | 28,051 |
| Calvin R. McDonald | 8,493 |
| Mark G. Parker | 28,336 |
| Derica W. Rice | 16,856 |
The Company’s Corporate Governance Guidelines encourage Directors to own or acquire, within three years of first becoming a Director, shares of Company common stock (including stock units received as Director compensation) having a market value of at least five times the amount of the annual Board retainer for the Director. Unless the Board exempts a Director, each Director is also required to retain stock representing no less than 50% of the shares received upon distribution of deferred stock units until such Director meets the stock holding guideline described above.
Based on the holdings of units and shares on January 16, 2025, each currently serving Director complied with these policies, either by meeting the minimum holding guideline or by remaining within the three-year period to build up stock ownership.
All Other Compensation. “All Other Compensation” includes:
•The incremental cost to the Company of perquisites and other personal benefits for Mr. Froman and Mr. Parker, including product familiarization and travel benefits. In fiscal 2024, the Company provided product familiarization benefits to Mr. Froman totaling $14,875 and corporate aircraft travel benefits to Mr. Parker, incurred for personal travel to facilitate business meetings, totaling $42,162. Air travel costs include: the actual catering costs, landing and ramp fees, fuel costs and lodging costs incurred by flight crew plus a per hour charge based on the average hourly maintenance costs for the aircraft. Except for Mr. Froman and Mr. Parker, the incremental cost of perquisites and personal benefits, including product familiarization and travel benefits, for each Director is not included in the table because the total amount of all such perquisites and benefits is less than $10,000.
•Reimbursement of tax liabilities associated with the product familiarization and travel benefits. The reimbursement of associated tax liabilities was $10,952 for Ms. Chang, $1,250 for Mr. Darroch, $9,750 for Mr. deSouza, $15,960 for Ms. Everson, $15,827 for Mr. Froman, $4,168 for Ms. Lagomasino, $1,151 for Mr. McDonald, $5,238 for Mr. Parker and $2,958 for Mr. Rice.
•The matching charitable contribution of the Company under the Company’s employee matching gifts program, described above, which was $20,000 for Ms. Barra, $20,000 for Ms. Chang, $20,000 for Mr. deSouza, $20,000 for Mr. Froman and $20,000 for Mr. Rice.
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34 | The Walt Disney Company | Notice of 2025 Annual Meeting and Proxy Statement |
Executive Compensation
Letter from the Compensation Committee
Dear Fellow Shareholders,
Our fiscal 2024 executive compensation program, described in the section below titled “— Compensation Discussion and Analysis,” is structured to align compensation with management’s execution of Disney’s most important financial and strategic goals driven by our key priorities:
•Achieve significant and sustained profitability in our streaming business
•Build ESPN into the preeminent digital sports platform
•Improve the creative output and financial performance of our film studios
•Turbocharge growth in our Experiences business
In structuring the fiscal 2024 executive compensation program, and in order to drive executive officer performance against the above priorities, the Compensation Committee structured a program that was heavily weighted toward performance elements; aligned executive pay with shareholder returns; and incorporated shareholder feedback received through our ongoing engagement program. This resulted in a program that includes:
•An annual incentive plan with target compensation weighted 70% against financial performance targets and 30% against Other Performance Factors that evaluate the achievement of strategic goals for the Company. We set fiscal 2024 financial performance targets required to achieve target-level payouts for adjusted revenue, adjusted total segment operating income and adjusted after-tax free cash flow. For adjusted total segment operating income and adjusted after-tax free cash flow, we required significant year-over-year growth of 9.1%+ and 100%+, respectively, above fiscal 2023
•Performance-based restricted stock units (“PBUs”) — 60% of Bob Iger’s annual equity award and 50% of other NEOs’ (other than the Former Interim CFO's) annual equity awards — are based on cumulative relative total shareholder return (“TSR”) and return on invested capital (“ROIC”) over a three-year period
The outcomes of the fiscal 2024 annual incentive program reflect the alignment of pay and performance, with strong performance with respect to the bonus plan financial metrics and delivery on the key strategic priorities:
•Improved results in our streaming businesses
•Secured new multi-year rights packages with NBA, WNBA, NCAA, US Open and College Football Playoff, expanding our ability to monetize sports rights across linear (including the ability to air more events on ABC) and DTC platforms
•Released two summer blockbusters, with Inside Out 2 earning $1.7 billion in global box office, the highest-grossing animated film ever, and Deadpool & Wolverine earning $1.3 billion, the highest-grossing R-rated film ever
•Anchored by key openings such as World of Frozen at Hong Kong Disneyland and Zootopia at Shanghai Disney Resort, Experiences delivered their third consecutive fiscal year of Revenue and Operating Income growth
However, with respect to our long-term incentives, payouts were below target due to 3-year TSR under-performance relative to the S&P 500. Despite TSR of approximately 19% for fiscal 2024, our 3-year TSR performance was below the minimum performance threshold. As a result, our executives forfeited 100% of PBUs granted in fiscal 2020, 2021 and 2022 that were subject to performance against cumulative relative TSR. When factoring in performance against ROIC goals, PBUs granted in each of these fiscal years paid out below target.
With the oversight from the Board, our senior leadership team is committed to continuing to deliver results with respect to the Company’s strategic priorities and increasing value for our shareholders. Our senior leadership team is appropriately incentivized and motivated to position the Company to achieve long-term, sustainable value through our compensation plan and its alignment with strategic priorities.
Sincerely,
Maria Elena Lagomasino (Chair)
Mary T. Barra
Carolyn N. Everson
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The Walt Disney Company | Notice of 2025 Annual Meeting and Proxy Statement | 35 |
Compensation Discussion and Analysis
Fiscal 2024 Named Executive Officers (“NEOs”)
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Robert A. Iger Chief Executive Officer | | | Hugh F. Johnston1 Senior Executive Vice President and Chief Financial Officer | | | Horacio E. Gutierrez Senior Executive Vice President, Chief Legal and Compliance Officer |
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Sonia L. Coleman Senior Executive Vice President and Chief Human Resources Officer | | | Kristina K. Schake Senior Executive Vice President and Chief Communications Officer | | | Kevin A. Lansberry1 Former Interim Chief Financial Officer |
1Hugh Johnston was named Senior Executive Vice President and Chief Financial Officer of the Company on December 4, 2023. Prior to his appointment, Kevin Lansberry served as Interim Chief Financial Officer of the Company during a portion of fiscal 2024 and is included as an NEO for this reason.
Our Executive Compensation Guiding Principles
We design our executive compensation program to attract, retain and motivate high-caliber executives, and to drive the creation of long-term shareholder value. Our program is guided by the following principles:
•Pay for Performance – Our annual incentive plan is heavily weighted toward quantitative, financial performance metrics that support shareholder return and strategic progress of the Company. Pay is highly variable, with 97% of CEO pay and 85% of the other NEOs’ pay being at risk compensation. Longer-term performance is emphasized with 50% or more of variable pay awarded in the form of long-term incentives that are tied to multi-year measures of financial and operational performance.
•Competitive Compensation Opportunity – Given the distinct skill sets needed to run a global creative organization like Disney, as well as the complexity and diversity of our businesses, we measure compensation competitiveness against a group of media peers to inform compensation quantum and a group of general industry peers, including a subset of technology companies, to inform both compensation quantum and plan design. We also weigh internal considerations like performance, experience and time in role when making compensation decisions.
•Compensation Mix – In fiscal 2024, for the CEO, the compensation mix for long-term equity-based incentives was 60% PBUs and 40% stock options. For other NEOs, we continued our mix of 50% PBUs, 25% time-based restricted stock units (“RSUs”) and 25% stock options. This mix does not apply to Kevin Lansberry. Further information regarding Mr. Lansberry’s fiscal 2024 equity grants can be found in the section below titled “— Fiscal 2024 Compensation Decisions — Interim CFO - Kevin A. Lansberry.”
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36 | The Walt Disney Company | Notice of 2025 Annual Meeting and Proxy Statement |
Fiscal 2024 Performance Highlights
As described in more detail under the section below titled “— Fiscal 2024 Compensation Decisions — Annual Incentive Plan,” in 2024, our NEOs showed strong performance and leadership both in managing the Company and in driving continued success of our businesses, while building long-term value. This past fiscal year demonstrated the success of our strategic efforts to prepare our Company for the future. We believe we positioned the Company for continued growth through the investments we are making across our key businesses. We achieved a number of milestones, both financially and creatively, all of which illustrate the progress we have made to support our strategic priorities. Looking to the future, we believe we are well positioned to continue to advance our long-term strategy, bolstered by the strength of our entertainment assets.
•Income before Income Taxes increased 59% year over year to $7.6 billion
•Cash provided by operations increased 42% year over year to $14.0 billion
•Industry-leading 20 Academy Award nominations and a record-breaking 60 Emmy Awards across our production studios
See the section titled “Proxy Summary — Fiscal 2024 Overview” for further discussion of our fiscal 2024 performance highlights.
As we look forward, our leadership team remains focused on building long-term value for our shareholders, and our Compensation Committee remains committed to an executive compensation program that motivates executives to achieve these goals and aligns pay outcomes with Company performance.
Fiscal 2024 Executive Compensation Practices
We maintain an integrated approach to attract and retain high-caliber executives in a competitive market for talent, while adhering to corporate governance best practices summarized below.
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Shareholder engagement and responsiveness to compensation feedback | Independent members of the Board and Investor Relations regularly engage in investor outreach. See the section titled “Proxy Summary — Shareholder Engagement and Responsiveness” for a summary of actions taken in response to shareholder feedback. Members of the Compensation Committee participated in 25 conversations with investors in fiscal 2024. With regard to executive compensation, the Compensation Committee has addressed shareholder feedback and the results of our advisory vote on executive compensation at the 2024 Annual Meeting and made the following decisions related to compensation for fiscal 2024, including: •Did not approve any one-time special awards for continuing NEOs in fiscal 2024. •Designed a highly performance-based program structure — 97% of CEO pay and 85% of the other NEOs’ being performance-based (see “Compensation at Risk” below). •Set the financial performance required to achieve target-level payouts across all three financial bonus metrics above fiscal 2023 actual results. •As part of ongoing succession planning discussions, the Compensation Committee continues to review and consider shareholder feedback in determining a new package when CEO succession takes place and designing an executive compensation program aimed at driving the creation of long-term shareholder value. |
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Incentive plan metrics | Fiscal 2024 financial bonus plan metrics of adjusted revenue, adjusted total segment operating income and adjusted after-tax free cash flow align with the Company’s overall growth and profitability goals. The Compensation Committee increased targets year-over-year for adjusted total segment operating income and adjusted after-tax free cash flow. In addition, the Committee altered the ranges to reflect pre-COVID performance ranges for adjusted total segment operating income and adjusted after-tax free cash flow given performance has returned to those levels. Fiscal 2024 non-financial bonus plan focused on key strategic objectives. These metrics are regularly reviewed by the Committee and are tied to shareholder value creation. The Committee and management discuss these objectives and assess performance based on quantitative and qualitative metrics. |
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Equity ownership guidelines
| NEOs must hold a meaningful amount of the Company’s stock. The CEO must hold equity valued at five times his salary within five years of becoming CEO. As of January 16, 2025, Mr. Iger holds equity valued at over 27 times his salary. Other NEOs must hold equity valued at three times their salary within five years of becoming an executive officer. Based on holdings of units and shares, excluding PBUs, on January 16, 2025, each NEO then in office complied with these policies, either by meeting the minimum holding requirement or by remaining within the time period to build up equity holdings. |
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| Compensation at risk | A majority of NEO compensation is tied to either short- or long-term Company performance. In fiscal 2024, 97% of Mr. Iger’s total target compensation (including 60% of his annual equity grant, comprised of PBUs) was at risk compensation tied to financial performance, contributions towards organization goals or stock price performance. |
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The Walt Disney Company | Notice of 2025 Annual Meeting and Proxy Statement | 37 |
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Annual risk assessment | Each year, the Compensation Committee’s compensation consultant completes a risk assessment of the Company’s compensation programs. Based on this assessment for fiscal 2024, the Compensation Committee determined that risks arising from the Company’s policies and practices are not reasonably likely to have a material adverse effect on the Company. |
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Clawback policies beyond Dodd-Frank | The Company is required to recoup certain incentive-based compensation erroneously awarded to a current or former NEO or other Section 16 officers based on financial reporting measures that are required to be restated. In addition, under the 2011 Stock Incentive Plan, all equity awards granted under the plan, including time-based and performance-based awards, may be clawed back where there is reputational or financial harm to the Company, which exceeds the Dodd-Frank Act clawback requirements. |
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| Disallow hedging and pledging | Board members, NEOs and all other Section 16 filers are prohibited from hedging and pledging the Company’s securities; provided that Company securities that were previously pledged by an individual who was not a Section 16 filer prior to such individual becoming a Section 16 filer are not subject to this prohibition. |
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No option re-pricing or cash buyouts | The Company does not allow re-pricing or cash buyouts of underwater stock options without shareholder approval. |
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| No excise tax gross-ups | The Company does not provide excise tax gross-ups for executive officers. |
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| Independent compensation consultant | The Compensation Committee has retained a compensation consultant whose relationship with the Company was confirmed to be independent for fiscal 2024. |
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Executive Compensation Program Overview
We design our executive compensation program to drive the creation of long-term shareholder value. We do this by linking compensation payouts to the achievement of preset performance goals that promote the creation of sustainable shareholder value and by designing compensation to attract and retain distinguished executives in a competitive market for talent. We provide compensation opportunities that consider peer compensation levels and practices and individual circumstances of our company and executives.
Total direct compensation comprises a mix of variable and fixed compensation that is heavily weighted toward variable performance-based compensation. Our performance-based compensation includes a short-term annual performance-based bonus and longer-term equity awards that deliver value based on financial and stock price performance. Our equity awards include PBUs that are eligible to vest after three years and only upon meeting preset performance targets. The following table sets forth the elements of total direct compensation in fiscal 2024 and the objectives and key features of each element. When we refer to NEOs on the following pages, unless explicitly noted, we exclude Mr. Lansberry. Mr. Lansberry’s fiscal 2024 compensation decisions are described further under the section below titled “— Fiscal 2024 Compensation Decisions — Interim CFO - Kevin A. Lansberry.”
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38 | The Walt Disney Company | Notice of 2025 Annual Meeting and Proxy Statement |
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| | OBJECTIVES AND KEY FEATURES |
| | BASE SALARY Objectives: The Compensation Committee sets salaries to reflect job responsibilities and to provide competitive fixed pay. Key Features: •Minimum salaries set in NEO employment agreements •Committee discretion to adjust annually based on changes in experience, nature and responsibility of the position, competitive considerations and CEO recommendation (except in the case of the CEO) |
| ANNUAL PERFORMANCE-BASED BONUS Objectives: The Compensation Committee structures the bonus program to incentivize performance at the high end of the financial performance measure ranges that it establishes early in the applicable fiscal year. The Committee believes that incentivizing performance against key annual metrics will lead to long-term, sustainable gains in shareholder value. Key Features: •Target bonus for each NEO set by the Committee early in the fiscal year in light of employment agreement provisions, competitive considerations, CEO recommendation (except targets for the CEO) and other factors the Committee deems appropriate •Unless otherwise adjusted downward by the Committee, payout on 70% of target is formulaic and determined by performance against financial performance ranges developed by the Committee early in the fiscal year •Unless otherwise determined by the Committee, payout on 30% of target determined by Company-wide Other Performance Factors (“OPFs”) and the Committee’s assessment of individual performance based both on other performance objectives and on CEO recommendation (except the payouts for the CEO) |
| ANNUAL EQUITY AWARDS Objectives: The Compensation Committee structures equity awards to link rewards to long-term shareholder value. Annual grants are made in the beginning of each fiscal year at or about the same time as financial performance measures are established for the annual performance-based bonus. Equity awards carry vesting terms that extend for three years and include PBUs whose value depends on Company financial performance, including total shareholder return performance relative to the S&P 500. These awards provide incentives to create and sustain long-term growth in shareholder value. Key Features: •Combined value of options, PBUs and RSUs determined by the Committee in light of employment agreement provisions, competitive market conditions, evaluation of executive’s performance and CEO recommendation (except awards for the CEO) •Allocation of annual awards for CEO: 60% PBUs; 40% stock options •Allocation of annual awards for other NEOs in fiscal 2024 (based on award value): 50% PBUs; 25% RSUs; 25% stock options |
| PERFORMANCE-BASED RESTRICTED STOCK UNITS Key Features: •PBUs reward executives only if preset performance targets are met •PBUs vest subject to the level of achievement under multi-year performance tests. Payout ranges from 0% if performance is under threshold, to 50% if performance is at threshold and up to 200% if performance is at or above maximum •50% of each PBU grant vests based on three-year cumulative TSR relative to the S&P 500; the other 50% vests based on three-year ROIC performance. Awards as described in the section titled “Executive Compensation — Compensation Tables — Fiscal 2024 Grants of Plan-Based Awards Table” |
STOCK OPTIONS Key Features: •Exercise price equal to average of the high and low trading prices on day of award •Option re-pricing without shareholder approval is prohibited •Ten-year term •Vest one-third per year over three years |
TIME-BASED RESTRICTED STOCK UNITS Key Features: •Vest one-third per year over three years •Mr. Iger's equity mix does not include RSUs |
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The Walt Disney Company | Notice of 2025 Annual Meeting and Proxy Statement | 39 |
COMPENSATION AT RISK
The Compensation Committee believes that most of the compensation for NEOs should be at risk and tied to a combination of long-term and short-term Company performance.
In establishing a mix of fixed-to-variable compensation, the Committee seeks to maintain its goal of making compensation overwhelmingly tied to performance, while also providing compensation opportunities that are competitive with employment opportunities available to the executive. In particular, the Committee expects that performance at the high-end of ranges will result in overall compensation that is sufficiently attractive relative to compensation available at successful competitors and that performance at the low-end of ranges will result in overall compensation that is less than that available from competitors with more successful performance.
The following charts show the percentage of the target total direct annual compensation for first, Mr. Iger, and second, all other NEOs, that is variable or at risk versus being fixed with respect to fiscal 2024. At risk compensation includes both the target performance-based cash bonus and equity awards while the only fixed component of pay is base salary.
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CEO – MR. IGER | Non-CEO NEOs |
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CEO – MR. IGER | Non-CEO NEOs |
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40 | The Walt Disney Company | Notice of 2025 Annual Meeting and Proxy Statement |